Common use of Conditions Precedent to Effectiveness Clause in Contracts

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and the satisfaction of the following conditions: (a) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received this Amendment, duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein; (b) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) a duly executed copy of the Second Term Loan Amendment, in form and substance satisfactory to the Required Noteholders, and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”); (c) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) 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 Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a party; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Amendment Effective Date; and (f) the Administrative Agent and the Noteholders shall have received evidence that all fees, charges and disbursements of counsel to each of the Administrative Agent and the Noteholders have been paid by the Issuer.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and the (a) This Agreement shall be effective upon satisfaction of the following conditionsconditions precedent that: (ai) each Transaction Document shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received copies of the Advisory Agreements and such other documents, instruments, agreements, certificates and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory to the Administrative Agent; (ii) any and all information submitted to each Lender, Lender Agent and the Administrative Agent by any Borrower Party or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect; (iii) each Borrower Party’s underwriting, servicing, collection, operating, and reporting procedures and systems are satisfactory to the Administrative Agent in its sole discretion; (iv) a satisfactory review by the Administrative Agent of all organizational documents and material contracts of each Borrower Party (including, without limitation, the Advisory Agreements); (v) a satisfactory review by the Administrative Agent of business, financial, legal, tax and accounting due diligence relating to transactions contemplated hereby, each Borrower Party and the transactions contemplated hereunder are satisfactory to the Administrative Agent in its sole discretion; (vi) in the reasonable judgment of the Administrative Agent and each Lender Agent, there not having been any change in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s entering into the transactions contemplated by the Transaction Documents or material disruption after December 31, 2013 in the financial, banking or commercial loan or capital markets generally; (vii) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) Lenders shall have received this Amendmentreceived, duly executed sufficiently in advance of the Closing Date, all documentation and delivered other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the IssuerUniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Holdings, the Noteholders constituting the Required Noteholders and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed thereinPublic Law 107-56; (bviii) a satisfactory due diligence review by the Administrative Agent of each Loan submitted for consideration in the initial Collateral Portfolio; (ix) the Administrative Agent and each Institutional Lender shall have received each required approval (or including, without limitation, from its counselinternal credit committee); (x) the Administrative Agent and the Noteholders Lenders shall have received the fees (including fees, disbursements and other charges of counsel to the Administrative Agent) to be received on the Closing Date referred to herein or their counselin any other Transaction Document; (xi) since December 31, 2013, no material adverse change has occurred in the financial condition of the Equityholder, the Seller, any Borrower Advisor or the Borrower or in any material portion of the assets in the initial Collateral Portfolio; (xii) the Administrative Agent shall have received satisfactory evidence that the Seller, the Borrower and the Collateral Manager have obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby; (xiii) the Collateral Manager and the Borrower shall each have delivered to the Administrative Agent a certificate as to whether such Person is Solvent in the form of Exhibit P; (xiv) the Borrower and the Collateral Manager shall have delivered to the Administrative Agent a certification that no Unmatured Event of Default, Event of Default or Collateral Manager Event of Default has occurred and is continuing; (xv) the Administrative Agent shall have received (i) the customary executed legal opinion or opinions of Dechert LLP, counsel to the Borrower and the Collateral Manager, covering enforceability, grant and perfection of the security interests on the Collateral Portfolio and non-consolidation of the Borrower and (ii) bring-down legal opinions of Dechert LLP covering the enforceability of the Advisory Agreements as of the Closing Date, in each case, in form and substance acceptable to the Administrative Agent in its reasonable discretion; (xvi) all corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall be reasonably satisfactory in form and substance to the Administrative Agent; (xvii) each Lender shall have received a duly executed copy of its Variable Funding Note, in a principal amount equal to the Second Term Loan AmendmentCommitment of such Lender; (xviii) the UCC-1 financing statement is in proper form for filing in the filing office of the appropriate jurisdiction; (xix) the Administrative Agent shall have received a secretary’s certificate of each of the Collateral Manager and the Borrower that includes a copy of the resolutions (or other authorizing instruments, if applicable), in form and substance satisfactory to the Required NoteholdersAdministrative Agent, and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”); (c) the Administrative Agent Board of Directors (or its counselsimilar governing or managing body) and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party Person authorizing (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (zi) 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 Agreement and the other Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Transaction Documents to which it is a party, (ii) in the case of the Borrower, the borrowings contemplated hereunder, and (iii) in the case of the Borrower, the granting by it of the Liens created pursuant to the Transaction Documents, certified by the Secretary or an Assistant Secretary (or other authorized Person) of such Person as of the Closing Date, which certification shall be in form and substance satisfactory to the Administrative Agent and shall state that the resolutions, or other authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescinded; (dxx) the Administrative Agent shall have received a certification of each of the Collateral Manager and the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of such Person executing any Transaction Document, which certification may be included in the certificate delivered in respect of such Person pursuant to Section 3.01(a)(xix) and satisfactory in form and substance to the Administrative Agent and shall be executed by an Authorized Person of such Person; (xxi) the Administrative Agent shall have received true and complete copies of the organizational documents of each of the Collateral Manager and the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary (or its counselother authorized Person) of such Person, which certification shall be included in the certificate delivered in respect of such Person pursuant to Section 3.1(a)(xix) and shall be in form and substance satisfactory to the Noteholders Administrative Agent; (or their counselxxii) the Administrative Agent shall have received certificates dated as of good standing or existence, as may be available a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of each of the Collateral Manager and the Borrower (i) in the jurisdiction of its organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (Cii) since in each other jurisdiction where its ownership, lease or operation of property or the date conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or failure to so qualify could not reasonably be expected to have a Material Adverse Effect; ; (iixxiii) confirming the Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the Note Parties and their Subsidiariesfiling of duly executed financing statements on form UCC-1 necessary or, taken as a whole, are Solvent immediately after giving effect to in the consummation opinion of the transactions contemplated Administrative Agent, desirable to occur on perfect the Second Amendment Effective Date; and Liens created, or purported to be created, by the Transaction Documents shall have been completed; (iiixxiv) that attaches the Administrative Agent shall have received the results of a duly completed and executed Compliance Certificate addressed recent search by a Person satisfactory to the Administrative Agent but otherwise substantially in Agent, of the form delivered UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Term Loan Agent on Borrower and the Second Amendment Effective Dateresults of such search shall be satisfactory to the Administrative Agent; (xxv) the Borrower shall have received the executed legal opinion or opinions of ▇▇▇▇▇ Lord LLP, counsel to the Collateral Agent, the Collateral Custodian and the Account Bank, covering enforceability of the Transaction Documents to which the each such Person is a party; and (fxxvi) the Administrative Agent (with a copy to the Collateral Custodian and the Noteholders Collateral Agent) shall have received evidence the Initial Notice of Borrowing. (b) By its execution and delivery of this Agreement, the Borrower hereby certifies that all fees, charges and disbursements of counsel to each of the Administrative Agent and conditions precedent to the Noteholders effectiveness of this Agreement set forth in this Section 3.01 have been paid by the Issuersatisfied.

Conditions Precedent to Effectiveness. The effectiveness This Amendment shall become effective on the date hereof (the “Effective Date”) provided that the following conditions precedent have been satisfied: (1) the Parent Borrower, the Guarantors, all Continuing Lenders (constituting Required Lenders, as determined immediately prior to giving effect to this Amendment and the transactions contemplated under Article V hereof), the New Lenders and the Administrative Agent have each delivered a duly executed counterpart of this Amendment is subject to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and the satisfaction of the following conditions:Administrative Agent; (a2) the Administrative Agent (or its counselshall be satisfied that all conditions set forth in Subsections 6.2(a) and (b) of the Noteholders (or their counsel) Credit Agreement are satisfied and shall have received this Amendment, duly executed and delivered by from the Issuer, Holdings, Parent Borrower a certificate of a Responsible Officer of the Noteholders constituting Parent Borrower confirming the Required Noteholders and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed thereinsame; (b3) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) a duly executed copy of the Second Term certificate or articles of incorporation or organization, including all amendments thereto, of each Loan AmendmentParty, in form certified, if applicable, by the Secretary of State of the state of its incorporation or organization, and substance satisfactory a certificate as to the Required Noteholdersgood standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a duly executed certificate of a Responsible Officer of each Loan Party dated the Effective Date and certifying (A) that attached thereto is a true and complete copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A by-laws or operating (the “ICA Amendment”); (c) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company company) agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since of such Loan Party as in effect on the Original Closing Effective Date), (yB) its articles or certificate that attached thereto is a true and complete copy of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since resolutions duly adopted by the Original Closing Date), and (z) the resolutions of its board of directors (or other equivalent governing body, or comparable organizational documents and authorizations, ) of such Loan Party authorizing the execution, delivery and performance of this Amendment and the other Note Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it Person is a party; (d) the Administrative Agent (, and that such resolutions have not been modified, rescinded or its counsel) amended and the Noteholders (or their counsel) shall have received certificates of good standing or existenceare in full force and effect, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the financial statements last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Issuer described in Section 4.4 of Responsible Officer executing the Existing Note Purchase Agreement, there certificate pursuant to clause (ii) above; (4) the Administrative Agent shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties paid all reasonable out of pocket costs and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation expenses of the transactions contemplated to occur on Administrative Agent in connection with the Second preparation, negotiation and execution of this Amendment Effective Date; (including the reasonable fees and (iii) that attaches a duly completed and executed Compliance Certificate addressed expenses of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, as counsel to the Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Amendment Effective DateAgent); and (f5) the Administrative Agent and the Noteholders shall have received evidence that all feesfrom Debevoise & ▇▇▇▇▇▇▇▇ LLP, charges and disbursements of counsel to each of the Loan Parties, an executed legal opinion covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Noteholders have been paid by the IssuerAdministrative Agent.

Conditions Precedent to Effectiveness. The effectiveness of this This Amendment is subject to shall be effective upon the truth and accuracy of date (such date, the warranties and representations set forth in Sections 4 and 5 below and the satisfaction “First Amendment Effective Date”) that each of the following conditionsconditions is satisfied: (a) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a counterpart signature page of this Amendment, Amendment duly executed by (i) each Agent, (ii) the Borrower and delivered by the Issuer, Holdings, the Noteholders constituting (iii) the Required Noteholders and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed thereinLenders; (b) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) The Required Lenders shall have received (i) a copy of a duly executed copy of amendment to the Second Term Loan AmendmentFirst Lien Credit Agreement, which shall be in form and substance satisfactory to the Required Noteholders, and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”)Lenders; (c) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) The Required Lenders shall have received a certificate customary legal opinion of Dechert LLP, special counsel to the Secretary or Assistant Secretary of each Note Party Borrower and the other Loan Parties, in connection with this Amendment, which shall be in form and substance satisfactory to the Required NoteholdersLenders; (d) The Required Lenders shall have received a certificate from the secretary of each Loan Party (i) certifying to and attaching resolutions authorizing the transactions contemplated by the Amendment, attaching which shall be in form and certifying copies of substance satisfactory to the Required Lenders, (xii) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement the Organizational Documents of such Loan Party have not been amended, amended and restated or otherwise modified since the Original Closing Date), Date (y) its articles or certificate of incorporation, certificate of organization or limited partnership, attaching such amendments or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Datemodifications), and (ziii) 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 Note Documents to which it is attaching a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a party; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates certificate of good standing (to the extent such concept or existencea similar concept exists under the laws of such Loan Party’s jurisdiction of organization) of such Loan Party (other than DBG Holdings Subsidiary Inc. (“DBG Holdings”) and H▇▇▇▇▇ Clothing, LLC (“H▇▇▇▇▇ Clothing”)) as may be available of a recent date from the Secretary of State (or other similar official) of the jurisdiction of or organization of each Note such Loan Party;; and (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) The Required Lenders shall have received a certificate dated as from the Chief Financial Officer of the Second Amendment Effective Date and signed by a Responsible Officer (i) Borrower certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party matters set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respectsSection 3(d) and (C) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Amendment Effective Date; and (f) the Administrative Agent and the Noteholders shall have received evidence that all fees, charges and disbursements of counsel to each of the Administrative Agent and the Noteholders have been paid by the Issuerhereof.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and the satisfaction of the following conditions:conditions precedent, unless specifically waived in writing by Agent (the first date upon which all such conditions have been satisfied or waived being herein called the (“Effective Date”)): (a) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received this Amendment, Amendment duly executed and delivered by the IssuerBorrowers, Holdings, the Noteholders constituting the Required Noteholders and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein;each Lender party hereto. (b) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) PNC Bank, National Association shall have received (i) a an amended and restated Note in an amount equal to its Revolving Commitment Amount duly executed copy of the Second Term Loan Amendmentby each Borrower. (c) Agent shall have received a fee letter, in form and substance satisfactory to the Required NoteholdersAgent, and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A by Agent and each Borrower (the “ICA AmendmentAmendment Fee Letter”);. (cd) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Note Party Borrower in form and substance satisfactory to Agent dated as of the Required Noteholders, attaching date hereof which shall certify and certifying attach (i) copies of (x) its bylawsresolutions in form and substance reasonably satisfactory to Agent, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since of the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) the resolutions of its board of directors (or other equivalent governing body, member or comparable organizational documents and authorizations, partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and each Other Document executed or delivered in connection with this Amendment to which such Borrower is a party, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and the Other Documents, (iii) true, correct and complete copies of the Organizational Documents of such Borrower as in effect on the date hereof, and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization or formation dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of each such applicable jurisdiction. (e) Agent shall have received the executed legal opinion of Milbank LLP and ▇▇▇▇▇ ▇▇▇▇▇▇ LLP in form and substance satisfactory to Agent which shall cover such matters incident to the transactions contemplated by this Amendment and the Note executed in connection with this Amendment as Agent may reasonably require and each Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders. (f) Agent shall have received the UCC and tax lien searches in respect of each Borrower’s state of organization or chief executive office location, as applicable, each of which results shall not reveal any Liens other than Permitted Encumbrances. (g) Borrowers shall have made a principal payment on the Term Loan in an amount equal to $1,000,000 on the date hereof. (h) Payment to the Agent of all fees required to be paid and documented out-of-pocket expenses incurred by Agent in connection with the Credit Agreement, the Amendment Fee Letter, the Other Documents, or this Amendment and presented to the Borrowers for payment prior to the Effective Date. [PHI Group] Second Amendment to Credit Agreement (i) Upon the occurrence of the Effective Date, each of the representations and warranties made by any Borrower in or pursuant to this Amendment, the Credit Agreement, and the Other Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a party; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those unless already qualified by materiality in such specific provision) on and as of the date hereof as if made on and as of such date, except to the extent such representations and warranties that are expressly qualified by “Material Adverse Effect” or other materialityspecifically relate to an earlier date, in which case such representations and warranties shall be have been true and correct in all respectsmaterial respects on and as of such earlier date. (j) and (C) since Upon the date occurrence of the financial statements Effective Date, no Default or Event of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there Default shall have occurred and be continuing unless such Default or Event of Default has been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially specifically waived in the form delivered to the Term Loan Agent on the Second Amendment Effective Date; and (f) the Administrative Agent and the Noteholders shall have received evidence that all fees, charges and disbursements of counsel to each of the Administrative Agent and the Noteholders have been paid writing by the IssuerAgent.

Conditions Precedent to Effectiveness. The effectiveness of this This Eighth Amendment is subject to the truth and accuracy shall become effective as of the warranties and representations set forth in Sections 4 and 5 below and the date hereof only upon satisfaction of the following conditionsconditions precedent: (a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received this Amendment, duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and the Administrative Hermes Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein; (b) the receipt by Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) of a duly executed copy of (i) the Second Term Loan AmendmentNew Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall reasonably request; (c) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Required Noteholders, Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) a duly executed copy signature and incumbency certificates of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Responsible Office of each Credit Party executing this Eighth Amendment”); (ciii) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate resolutions of the Secretary Board of Directors or Assistant Secretary similar governing body of each Note Credit Party in form approving and substance satisfactory to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) 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 Eighth Amendment and the other Note Documents to which it is agreements executed and documents delivered in connection herewith, certified as of the Eight Amendment Effective Date by a party and certifying the name, title and true signature Responsible Officer of each officer Credit Party as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of such Note Party executing this Amendment and the Note Documents to which it is each Credit Party’s jurisdiction of formation dated a partyrecent date; (d) the receipt by Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates Hermes Agent of good standing or existence, as may be available an acknowledgment from the Secretary of State Hermes of the jurisdiction of organization of each Note Partyamendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (e) the receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (or its counself) and the Noteholders (or their counsel) Borrower shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed paid to the Administrative Agent but otherwise substantially on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the form delivered to the Term Loan Agent on the Second Amendment Effective Dateamount of $100,000; and (fg) the receipt by Administrative Agent and the Noteholders shall have received evidence that undersigned Lender (constituting all feesLenders under the Credit Agreement as of the Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, charges negotiation and disbursements execution of counsel this Eighth Amendment or any document, instrument, agreement delivered pursuant to each this Eighth Amendment, and all other reasonable and documented costs and expenses of the Administrative Agent and described in Section 12.8.1 of the Noteholders have been paid by Credit Agreement, to the Issuerextent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Date.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to This Amendment, and the truth and accuracy obligation of the warranties and representations set forth in Sections 4 and 5 below and Tenth Amendment Incremental Tranche D Lenders to fund the satisfaction Tenth Amendment Incremental Tranche D Loans, shall become effective on the first date (the “Tenth Amendment Effective Date”) when each of the following conditionsconditions precedent have been satisfied: (a) Each of the Borrowers, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D ▇▇▇▇▇▇▇ shall have executed and delivered to the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received this Amendment, duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein; (b) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) No Default shall have received occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (i) a duly executed copy including consummation of the Second Term Loan Amendment, in form and substance satisfactory to the Required Noteholders, and (ii) a duly executed copy of that certain Tenth Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”Transactions); (c) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received from each Loan Party a certificate counterpart of the Secretary or Assistant Secretary Reaffirmation of each Note Party in form Guarantee and substance satisfactory to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) 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 Collateral Agreement and the other Note Loan Documents to which it is a party and certifying the name, title and true signature of each officer signed on behalf of such Note Party executing this Amendment and the Note Documents to which it is a party; (d) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State Borrowers any notes required pursuant to Section 2.06(c) of the jurisdiction Credit Agreement signed on behalf of organization of each Note Partysuch party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (or its counself) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Noteholders Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or their counselreimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a certificate written opinion (addressed to the Administrative Agent and the Lenders and dated as the Tenth Amendment Effective Date) of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and 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 USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Second Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on Loan Parties, confirming (x) that the Second Amendment Effective Date, Collateral and Guarantee Requirement has been satisfied and (Ay) no Default or Event compliance with the conditions set forth in paragraphs (a) and (b) of Default exists or will result therefrom, Section 4.03 of the Credit Agreement; (Bl) all Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties Section 4 shall be true and correct in all respects) and (C) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Amendment Effective Date; and (f) the Administrative Agent and the Noteholders shall have received evidence that all fees, charges and disbursements of counsel to each of the Administrative Agent and the Noteholders have been paid by the Issuercorrect.

Conditions Precedent to Effectiveness. The effectiveness of this This Amendment is subject to and Waiver shall become effective on the truth and accuracy of date (the warranties and representations set forth in Sections 4 and 5 below and the satisfaction “First Amendment Effective Date”) when each of the following conditionsconditions shall have been satisfied: (i) (a) Company, the Administrative Agent, the 2013 Incremental Term Lenders and the Requisite Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to the Administrative Agent, (b) Company, the Administrative Agent and each 2013 Incremental Term Loan Lender shall have signed a counterpart (whether the same or different counterparts) of that certain 2013 Incremental Term Loan Commitment Agreement, dated as of the date hereof (the “2013 Incremental Term Loan Commitment Agreement”) and shall have delivered (including by way of facsimile or other electronic transmission) the same to the Administrative Agent and (c) each Subsidiary Guarantor shall have signed a counterpart (whether the same or different counterparts) of an acknowledgement in connection with the 2013 Incremental Term Loan Commitment Agreement and shall have delivered (including by way of facsimile or other electronic transmission) the same to the Administrative Agent; (ii) the Administrative Agent shall have received from Company and each other Loan Party the following: (a) an officer’s certificate certifying that no amendments, modifications or changes have been made to (i) the Certificate or Articles of Incorporation or other appropriate organizational documents of such Loan Party and (ii) the Bylaws or similar organizational documents of such Loan Party, since such documents were delivered to the Administrative Agent (on the Closing Date, together with a good standing certificate from the Secretary of State of such Loan Party’s jurisdiction of incorporation or its counsel) and formation each dated a recent date prior to the Noteholders (or their counsel) shall have received this Amendment, duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed thereinFirst Amendment Effective Date; (b) Resolutions of the Administrative Agent Board of Directors or similar governing body of such Loan Party (or its counsel) and the Noteholders (or their counsel) shall have received (i) a duly executed copy of the Second Term Loan Amendment, in form and substance other evidence reasonably satisfactory to the Required Noteholders, Administrative Agent) approving and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”); (c) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) 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 Waiver and the other Note Documents to which it is Amended Credit Agreement, certified as of the First Amendment Effective Date by the corporate secretary, an assistant secretary or a party and certifying the name, title and true signature of each officer Responsible Officer of such Note Loan Party as being in full force and effect without modification or amendment; and (c) Signature and incumbency certificates of the officers of such Loan Party executing this Amendment and the Note Documents to which it is a partyWaiver; (diii) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties contained in Section 5 of each Note Party set forth the Credit Agreement and in the Note other Loan Documents are shall be true and correct in all material respects (other than those on and as of that First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties that are expressly qualified by “Material Adverse Effect” or other materialityspecifically relate to an earlier date, in which case such representations and warranties shall be have been true and correct in all respectsmaterial respects on and as of such earlier date; and (iv) Company shall have paid (x) for distribution to each Lender which executes and delivers a counterpart of this Amendment and Waiver by 5:00 p.m. (CEDT) since the date on October 10, 2013, an amendment fee equal to 0.10% of the financial statements sum of such Lender’s Revolving Loan Exposure plus such Lender’s Term Loan Exposure, in each case, as of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably be expected First Amendment Effective Date (prior to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to any Lender’s 2013 Incremental Term Commitment), (y) to Credit Suisse Securities (USA) LLC all fees set forth in the consummation Engagement Letter dated as of October 3, 2013 between the transactions contemplated to occur on Borrower and Credit Suisse Securities (USA) LLC within the Second Amendment Effective Date; time periods specified therein and (iiiz) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially in for the form delivered to the Term Loan Agent on the Second Amendment Effective Date; and (f) the Administrative Agent and the Noteholders shall have received evidence that all fees, charges and disbursements of counsel to each account of the Administrative Agent all reasonable fees, expenses and other amounts payable to the Noteholders have Administrative Agent in connection with this Amendment and Waiver (including, without limitation, all reasonable legal fees and expenses of White & Case LLP, counsel to the Administrative Agent to the extent an invoice has been paid by provided to Company prior to the IssuerFirst Amendment Effective Date).

Conditions Precedent to Effectiveness. The effectiveness of this This Amendment is subject to shall be effective upon the truth and accuracy of date (such date, the warranties and representations set forth in Sections 4 and 5 below and the satisfaction “First Amendment Effective Date”) that each of the following conditionsconditions is satisfied: (a) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a counterpart signature page of this Amendment duly executed by (i) each Agent, (ii) the Borrower, (iii) the Required Lenders and (iv) each Revolving Lender with an increased Revolving Facility Commitment that is being effected pursuant to this Amendment, duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein; (b) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) a copy of a duly executed copy of amendment to the Second Term Loan AmendmentLien Credit Agreement, which shall be in form and substance satisfactory to the Required Noteholders, and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”)Administrative Agent; (c) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate customary legal opinion of Dechert LLP, special counsel to the Secretary or Assistant Secretary of each Note Party Borrower and the other Loan Parties, in connection with this Amendment, which shall be in form and substance satisfactory to the Required NoteholdersAdministrative Agent; (d) The Administrative Agent shall have received a certificate from the secretary of each Loan Party (i) certifying to and attaching resolutions authorizing the transactions contemplated by the Amendment and, attaching in the case of the Borrower, the borrowing of Revolving Loans pursuant to the Additional Revolving Commitment, which shall be in form and certifying copies of substance satisfactory to the Administrative Agent, (xii) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement the Organizational Documents of such Loan Party have not been amended, amended and restated or otherwise modified since the Original Closing Date), Date (y) its articles or certificate of incorporation, certificate of organization or limited partnership, attaching such amendments or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Datemodifications), and (ziii) 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 Note Documents to which it is attaching a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a party; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates certificate of good standing (to the extent such concept or existencea similar concept exists under the laws of such Loan Party’s jurisdiction of organization) of such Loan Party (other than DBG Holdings Subsidiary Inc. (“DBG Holdings”) and H▇▇▇▇▇ Clothing, LLC (“H▇▇▇▇▇ Clothing”)) as may be available of a recent date from the Secretary of State (or other similar official) of the jurisdiction of or organization of each Note such Loan Party; (e) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as from the Chief Financial Officer of the Second Amendment Effective Date and signed by a Responsible Officer (i) Borrower certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party matters set forth in the Note Documents are true and correct in all material respects Section 3(d) hereof; (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respectsf) and (C) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there The Borrower shall have been no change which has had or could reasonably be expected paid to have a Material Adverse Effect; (ii) confirming that Revolver Agent the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Amendment Effective DateFee; and (fg) the Administrative Agent and the Noteholders The Borrower shall have received evidence that paid all fees, charges reasonable and disbursements of counsel to each documented out-of-pocket fees and expenses of the Administrative Agent Agents to the extent (i) invoiced at least one (1) Business Day prior hereto and (ii) required to be paid pursuant to Section 9.05(a) of the Noteholders have been paid by the IssuerCredit Agreement.

Conditions Precedent to Effectiveness. The effectiveness of this This Amendment is subject to the truth and accuracy shall not be effective until each of the warranties and representations set forth in Sections 4 and 5 below and following conditions precedent has been fulfilled to the satisfaction of the following conditions: (a) the Administrative Agent (or its counsel) and such date the Noteholders (or their counsel) “Fifth Amendment Effective Date”): a. This Amendment shall have received this Amendment, been duly executed and delivered by the Issuerrespective parties hereto. The Administrative Agent shall have received a fully executed copy hereof and of each other document required hereunder; b. The Administrative Agent shall have received the Personal Guaranty, Holdingsduly executed by each of the Personal Guarantors; c. The Administrative Agent shall have received a Compliance Certificate in the form of Exhibit A to the Personal Guaranty, duly executed by each Personal Guarantor, together with current bank statements (and brokerage statements, as applicable) supporting the Noteholders constituting calculations showing compliance by the Required Noteholders Personal Guarantors with the covenants set forth therein; d. The Administrative Agent shall have received the Amended and Restated Subordination Agreement from Eastward Fund Management, LLC, duly executed by each party thereto; e. The Administrative Agent shall have received the Subordination Agreement in favor of Eastward Fund Management, LLC, duly executed by each party thereto; f. The Administrative Agent shall have received an Acknowledgement and Reaffirmation of Subordination Agreement in relation to that certain Subordination Agreement, dated March 21, 2017 by and between the Creditors (as defined therein) and Administrative Agent, from the Creditors (as defined therein), duly executed by each party thereto; g. The Administrative Agent shall have received the results of a recent lien with respect to each Personal Guarantor, and such searches shall reveal no liens on any of the assets of the Personal Guarantors, other than the liens listed on Schedule I attached hereto; h. The Administrative Agent shall have received an officer’s certificate of each Borrower, dated as of the Fifth Amendment Effective Date, in form and substance reasonably satisfactory to it, with appropriate insertions and attachments, including (i) resolutions authorizing the transactions contemplated hereby (including the Borrowing of the Term Loan), (ii) the certificate of formation or certificate of incorporation, as applicable, of each Borrower, certified by the relevant authority of the jurisdiction of organization or incorporation, as applicable, of such Borrower, (iii) the bylaws, operating agreement or other similar organizational document of each Borrower, (iv) a long-form good standing certificate for each Borrower from its jurisdiction of organization or incorporation, as applicable. i. The Administrative Agent shall have received a certificate signed by a Responsible Officer of each Borrower, dated as of the Fifth Amendment Effective Date, and in form and substance reasonably satisfactory to it, certifying (i) that the conditions specified in this Section 20 have been satisfied, and (ii) that there has been no event or circumstance since December 31, 2017, that has had or that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. j. The Administrative Agent shall have received, in respect of the Term Loan, a completed Notice of Borrowing. k. All necessary consents and approvals to authorize this Amendment shall have been obtained by the applicable Loan Parties; l. No Default or Event of Default shall have occurred and be continuing; m. After giving effect to this Amendment, each of the representations and warranties made by each Loan Party herein and in the Credit Agreement and the Confirmation other Loan Documents (i) that is qualified by materiality shall be true and correct, and (ii) that is not qualified by materiality, shall be true and correct in all material respects, in each case, on and as of Guaranty attached hereto duly executed the date hereof, as though made on such date, except to the extent any such representation and delivered by the Guarantors listed thereinwarranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date; (b) the n. The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) a duly executed copy fully-earned, non-refundable amendment fee in an amount equal to $37,500, and (ii) all fees, costs and expenses required to be paid on the Fifth Amendment Effective Date pursuant to Section 23 of this Amendment (including the Second Term Loan Amendmentreasonable and documented fees and disbursements of legal counsel required to be paid thereunder which have been invoiced to Borrowers prior to the date hereof); and o. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to the Required Noteholders, and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor AgreementAdministrative Agent, in the form attached hereto as Exhibit A (the “ICA Amendment”); (c) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) 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 Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a party; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Amendment Effective Date; and (f) the Administrative Agent and the Noteholders shall have received evidence that all fees, charges and disbursements of counsel to each of the Administrative Agent and the Noteholders have been paid by the Issuersole discretion.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject This Agreement, the Amendments and each Incremental Term Lender’s obligation to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and provide its respective Incremental Term Loan shall become effective solely upon the satisfaction of the following conditions precedent (upon satisfaction of such conditions:, such date being referred to in this Agreement as the “Effective Date”): (a) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a counterpart signature page of this Amendment, Agreement duly executed and delivered by each of the Issuer, HoldingsLoan Parties, the Noteholders Incremental Term Lenders and the other Lenders party hereto constituting the Required Noteholders Lenders. (b) The Administrative Agent, the Arrangers, the Incremental Term Lenders and the other Lenders party hereto shall have been reimbursed or paid all costs, expenses, fees and other amounts previously agreed in writing by any of them with the Borrower to be earned, due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable costs, expenses, fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party. (c) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Arrangers, the Incremental Term Lenders and the other Lenders party hereto, a written opinion of ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ PLC, counsel for the Borrower, or such other or additional counsel for the Borrower reasonably acceptable to the Administrative Agent, (A) dated as of the Effective Date, (B) addressed to the Administrative Agent, the Collateral Agent, the Arrangers, the Incremental Term Lenders and the Confirmation of Guaranty attached hereto duly executed other Lenders party hereto, and delivered by (C) covering such matters relating to this Agreement and the Guarantors listed therein; (b) other Loan Documents as the Administrative Agent (or its counsel) shall reasonably request, and the Noteholders Borrower hereby requests such counsel to deliver such opinions. (or their counseld) The Administrative Agent shall have received (i) a duly executed copy of the Second Term Loan Amendment, in form and substance satisfactory certificate as to the Required Noteholdersgood standing of each Loan Party as of a recent date, and from such Secretary of State; (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”); (c) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary of each Note Loan Party dated as of the Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Loan Party as in form effect on the Effective Date and substance satisfactory at all times since a date prior to the Required Noteholders, attaching and certifying copies date of the resolutions described in clause (xB) its bylaws, or partnership agreement or limited liability company agreement below (or certifying that its bylawsin the alternative, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified a certification by such Loan Party as to no changes to the by-laws since the Original Closing Datedate of the last secretary’s certificate delivered to the Administrative Agent), (yB) its articles or certificate that attached thereto is a true and complete copy of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since resolutions duly adopted by the Original Closing Date), and (z) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, of such Loan Party authorizing the execution, delivery and performance of this Amendment Agreement and the other Note Documents Transactions to which it such Person is a party and, in the case of the Borrower, the borrowings hereunder, and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that attached thereto is a copy of the namecertificate or articles of incorporation, title and true signature including all amendments thereto, of each officer Loan Party, certified as of such Note Party executing this Amendment and the Note Documents to which it is a party; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from recent date by the Secretary of State of the jurisdiction state of its organization (or in the alternative, a certification by such Loan Party as to no changes to the certificate or articles of incorporation since the date of the last secretary’s certificate delivered to the Administrative Agent), and (D) as to the incumbency and specimen signature of each Note officer executing this Agreement, any other Loan Document or any other document delivered in connection herewith on behalf of such Loan Party;; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) such other documents as the Administrative Agent may reasonably request, including customary lien and judgment searches with respect to each Loan Party (including the Company) and customary evidence of insurance coverage and customary lender’s loss payable endorsements as to casualty and business interruption insurance. (e) No Default or Event of Default under Section 7.01(b), (c), (g) or (h) shall have occurred and be continuing or would result from the Transactions. (f) After giving effect to the Transactions, the total amount of Incremental Term Loans shall not exceed the Incremental Term Loan Amount. (g) The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate certificate, dated as of the Second Amendment Effective Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (ie), (f) and (j) of this Section 5; provided that any certification relating to compliance with the definition of “Incremental Term Loan Amount” in, and Sections 2.23 and 6.04(f) of, the Credit Agreement shall be signed by a Financial Officer of the Borrower setting forth reasonably detailed calculations in support of such certification, in form and substance reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower in form and substance reasonably satisfactory the Administrative Agent certifying that immediately the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a wholeTransactions, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and Solvent. (iiii) that attaches a duly completed and executed Compliance Certificate addressed to the The Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Amendment Effective Date; and (f) the Administrative Agent and the Noteholders shall have received evidence that all feesa Borrowing Request with respect to the Incremental Term Loans not later than 1:00 p.m., charges New York City time, one Business Day before the Effective Date and disbursements otherwise in accordance with the requirements of counsel to each Section 2.03 of the Administrative Agent and Credit Agreement. (j) The satisfaction of the Noteholders have been paid by the Issuerother conditions precedent set forth on Annex III attached hereto.

Conditions Precedent to Effectiveness. The effectiveness This Assignment and Amendment shall become effective (the date of this such effectiveness, the “Assignment and Amendment is subject to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and Effective Date”) upon the satisfaction of the following conditions: (a) This Assignment and Amendment shall have been executed and delivered by each of the parties hereto; (b) The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received such customary documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Assignee, the authorization of entry into this Assignment and Amendment and any other legal matters relating to the Assignee or this Assignment and Amendment, duly executed all in form and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and substance reasonably satisfactory to the Administrative Agent, Agent and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed thereinits counsel; (bc) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) a duly executed copy such incumbency certificates and/or other certificates of Authorized Representatives of the Second Term Assignee as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Assignment and Amendment and the other Loan Amendment, in form and substance satisfactory Documents to which the Required Noteholders, and (ii) Assignee is a duly executed copy of that certain Amendment no. 1 party or is to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”)be a party; (cd) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary of each Note Party received, in form and substance reasonably satisfactory to the Required NoteholdersAdministrative Agent, attaching and certifying copies a certificate signed by an authorized officer of (x) its bylaws, or partnership agreement or limited liability company agreement (or the Assignee certifying that its bylaws, or partnership agreement or limited liability company agreement the representations and warranties specified in Section 5 of this Assignment and Amendment are true and correct; and (i) Each Finance Party shall have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of received such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing other information with respect to the execution, delivery and performance of this Amendment and the other Note Documents to which it is a party and certifying the name, title and true signature of each officer of Assignee (as such Note Finance Party executing this Amendment and the Note Documents to which it is a party; (d) may have requested through the Administrative Agent at least five (or its counsel5) Business Days prior to the Assignment and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date Date) required under any applicable “know your customer” and/or anti-money laundering rules and signed by a Responsible Officer regulations, including the PATRIOT Act, in connection with this Assignment and Amendment and (iii) certifying that immediately after giving effect to the consummation of extent that the transactions contemplated Assignee qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) Business Days prior to occur on the Second Assignment and Amendment Effective Date, any Lender that has requested, in a written notice to the Assignee at least ten (A10) no Default or Event Business Days prior to the Assignment and Amendment Effective Date, a Beneficial Ownership Certification in relation to the Assignee shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of Default exists or will result therefromits signature page to this Assignment and Amendment, (B) all representations and warranties of each Note Party the condition set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; this clause (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect shall be deemed to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Amendment Effective Date; andbe satisfied). (f) The Administrative Agent shall have received, on behalf of itself and the Lenders, an opinion from Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (g) Prior to or substantially concurrently with the occurrence of the Assignment and Amendment Effective Date, the Borrowers shall have reimbursed or paid, to the extent invoiced at least two (2) Business Days prior to the Assignment and Amendment Effective Date, all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with this Assignment and the Noteholders shall have received evidence that all fees, charges and disbursements of counsel to each of the Administrative Agent and the Noteholders have been paid by the IssuerAmendment.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to Comerica Increase shall not be effective until the truth and accuracy of date (such date, the warranties and representations set forth in Sections 4 and 5 below and the satisfaction of “Comerica Increase Effective Date”) that the following conditionsconditions precedent have been satisfied or waived by the Administrative Agent and Comerica: (a) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received copies of this Amendment, duly Agreement executed and delivered by the IssuerLoan Parties, Holdings, the Noteholders constituting the Required Noteholders Comerica and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein;. (b) The Borrowers shall have paid all fees, costs and expenses of the Administrative Agent and Comerica incurred in connection with the execution and delivery of this Agreement (including third-party fees and out-of-pocket expenses of counsel and other advisors or its counsel) consultants retained by the Administrative Agent and the Noteholders (or their counsel) shall have received (i) a duly executed copy of the Second Term Loan Amendment, in form and substance satisfactory to the Required Noteholders, and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”Comerica);. (c) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary a Responsible Officer of each Note Party Loan Party, dated the Comerica Increase Effective Date, certifying the matters set forth in Section 2.15(e) of the Credit Agreement, in form and substance satisfactory acceptable to the Required NoteholdersAdministrative Agent. (d) The Administrative Agent shall have received a certificate of a Responsible Officer of each Loan Party dated the Comerica Increase Effective Date, in form and substance acceptable to the Administrative Agent, attaching and certifying copies as true, correct and complete: (i) the Organization Documents of each Loan Party (x) its bylawswhich, or partnership agreement or limited liability company agreement (or certifying that its bylawsto the extent filed with a Governmental Authority, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Dateshall be certified as of a recent date by such Governmental Authority), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (zii) the resolutions of its board of directors or other equivalent authorizations of the governing body, or comparable organizational documents body of each Loan Party certified as being in full force and authorizationseffect on the Comerica Increase Effective Date, authorizing the execution, delivery and performance of this Amendment Agreement and the other Note Documents to which it is any instruments or agreements required hereunder, (iii) a party and certifying the namecertificate of good standing, title and true signature existence or its equivalent of each officer Loan Party certified as of such Note Party executing this Amendment a recent date by the appropriate Governmental Authority and the Note Documents to which it is a party; (div) the Administrative Agent incumbency (or its counselincluding specimen signatures) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization Responsible Officers of each Note Loan Party;. (e) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate an opinion or opinions of counsel for the Loan Parties, dated as of the Second Amendment Comerica Increase Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially and Comerica, in the form delivered and substance acceptable to the Term Loan Agent on the Second Amendment Effective Date; andAdministrative Agent. (f) The Administrative Agent shall have received from Comerica immediately available funds in the amount of $[***], to be applied by the Administrative Agent to make the partial prepayments set forth on Schedule A. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Noteholders Securities and Exchange Commission. (g) The Borrowers shall have received evidence that all fees, charges and disbursements of counsel delivered or caused to each of be delivered any other customary documents as reasonably requested by the Administrative Agent in connection with this Agreement and the Noteholders have been paid by the IssuerComerica Increase.

Conditions Precedent to Effectiveness. The effectiveness of this This Amendment is subject to will become effective on the truth and accuracy date (the “Second Amendment Effective Date”) on which each of the warranties and representations set forth in Sections 4 and 5 below and following conditions has been satisfied to the satisfaction of the following conditionsAdministrative Agent: (a) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a counterpart of this Amendment, duly executed and delivered by the IssuerBorrower, Holdings, all other Loan Parties, all Lenders (including the Noteholders constituting the Required Noteholders New Lenders), and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein; (b) for any Lender (including any New Lender) that has requested a new and/or replacement (as applicable) promissory note prior to the Second Amendment Effective Date, the Administrative Agent shall have received such duly executed promissory note issued by the Borrower payable to such Lender that requested the same; (or its counselc) and the Noteholders (or their counsel) Administrative Agent shall have received (i) a duly executed copy of the Second Term Loan Amendment, in form and substance satisfactory amendment to the Required Noteholders, Note Purchase Agreement and (ii) a duly executed copy of that certain Amendment no. 1 amendment to the First Lien Intercreditor Agreement, in each case in form and substance reasonably satisfactory to the form attached hereto Administrative Agent; (d) the Administrative Agent shall have received written opinions of Cool▇▇ ▇▇▇ and Squire Patt▇▇ ▇▇▇g▇ ▇▇▇, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, this Amendment, the Loan Documents and the transactions contemplated therein as Exhibit A the Administrative Agent shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the “ICA Amendment”Administrative Agent and the Lenders); (ce) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary of each Note Loan Party in form and substance satisfactory to the Required NoteholdersAdministrative Agent, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Loan Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) 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 Note Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Loan Party executing this Amendment and the Note Loan Documents to which it is a party; (df) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note Loan Party; (eg) the Administrative Agent shall have received one or more duly executed borrowing notices from the Borrower in form and substance reasonably acceptable to the Administrative Agent with respect to the Term Loans and any Revolving Loans to be made on the Second Amendment Effective Date (it being understood and agreed that the Administrative Agent and each Lender party hereto waives (i) the advance notice requirement under Section 2.3 of the Existing Loan Agreement for Eurodollar Borrowings solely with respect to such Eurodollar Borrowings to be funded on the Second Amendment Effective Date and (ii) any losses, costs or its counselexpenses owing to such Lenders pursuant to Section 2.19 of the Existing Loan Agreement solely as a result of the refunding of any Eurodollar Loans on the Second Amendment Effective Date); (h) and the Noteholders (or their counsel) Administrative Agent shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Loan Party set forth in the Note Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the financial statements of the Issuer Borrower described in Section 4.4 of the Existing Note Purchase Loan Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; , (ii) confirming that the Note Loan Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; Date and (iii) that attaches a duly completed and executed Compliance Certificate addressed to Certificate, including calculations of the financial covenants set forth in Article VI of the Amended Loan Agreement as of July 30, 2020; (i) The Administrative Agent but otherwise substantially shall have received the results of recent lien and judgment searches in each of the form delivered jurisdictions in which UCC financing statements or similar filings or recordations should be made to evidence or perfect security interests in all assets of the Term Loan Agent Parties, and such searches shall reveal no Liens on any of the assets of the Loan Party, except for Permitted Liens or Liens to be discharged on or prior to the Second Amendment Effective Date; and; (fj) the Administrative Agent shall have received (i) an upfront fee in an amount equal to $400,000, for the benefit of each of the Lenders in accordance with their Pro Rata Share of all Revolving Commitments and Term Loans under the Amended Credit Agreement and (ii) payment all other fees, expenses and other amounts owing to the Administrative Agent, Truist Securities (f/k/a SunTrust Robi▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇c.) and the Noteholders Lenders in accordance with that certain engagement letter dated September 10, 2020 executed by Truist Securities and accepted by the Borrower; (k) the Administrative Agent shall have received evidence that all fees, charges and disbursements of counsel to each of the Administrative Agent and the Noteholders have been paid by the IssuerBorrower; and (l) the Administrative Agent shall have received information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the Patriot Act or other applicable anti-money laundering laws.

Conditions Precedent to Effectiveness. The effectiveness of this This Amendment is subject to shall be effective (the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and “Second Amendment Effective Date”) upon the satisfaction of the following conditionsfollowing: (ai) This Amendment shall have been duly executed and delivered by each of the Borrowers, the Administrative Agent, the Required Lenders and each Lender providing an Additional Term Loan Commitment and (ii) the Administrative Agent (or its counsel) Consent and the Noteholders (or their counsel) Reaffirmation attached hereto shall have received this Amendment, been duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and the Subsidiary Guarantors. 5.2 The Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein; Agent shall have received a favorable written opinion (b) addressed to the Administrative Agent (or its counsel) and the Noteholders (Lenders and dated the Second Amendment Effective Date) of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, and covering such other matters relating to the Loan Parties, the Loan Documents or their counsel) the Transactions as the Administrative Agent shall reasonably request. The Borrowers hereby request such counsel to deliver such opinion. 5.3 The Administrative Agent shall have received (i) a duly executed copy certificate signed by the President, a Vice President or a Financial Officer of the Second Borrowers certifying that, after giving effect (including giving effect on a Pro Forma Basis reasonably acceptable to the Administrative Agent) to the Amendment and the making of the Additional Term Loan AmendmentLoans, the Borrowers are in compliance with (x) the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement and (y) the covenants contained in Sections 6.11, 6.12, 6.13 and 6.14 of the Credit Agreement and (ii) such other documents and certificates as the Administrative Agent or its counsel may reasonably request, all in form and substance reasonably satisfactory to the Required Noteholders, and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”); (c) the Administrative Agent (or and its counsel) . 5.4 After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing under the Noteholders (Credit Agreement or their counsel) shall have received a certificate of the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing will be triggered by the execution, delivery and or performance of this Amendment and the other Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a party; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on hereby. 5.5 The Administrative Agent shall have received, for the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties account of each Note Party set forth in the Note Documents are true Lender party hereto that provides an Additional Term Loan Commitment and correct in all material respects (other delivers its executed signature page to this Amendment by no later than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of and time specified by the financial statements of the Issuer described Administrative Agent, an upfront fee in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect an amount equal to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed amount previously disclosed to the Lenders. 5.6 The Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Amendment Effective Date; and (f) the Administrative Agent and the Noteholders shall have received evidence that all fees, charges and disbursements of counsel to each payment of the Administrative Agent Agent’s and its affiliates’ fees and reasonable documented out-of-pocket expenses (including reasonable documented out-of-pocket fees and expenses of counsel for the Noteholders have been paid by the IssuerAdministrative Agent) in connection with this Amendment.

Conditions Precedent to Effectiveness. The effectiveness of this This Third Amendment is subject to the truth and accuracy shall become effective as of the warranties and representations first date (the “Third Amendment Effective Date”) when the conditions set forth in Sections 4 and 5 below and this Section 6 shall have been satisfied (or waived by the satisfaction of 2021 Incremental Term Lenders) in accordance with the following conditionsCredit Agreement: (a) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received this Amendmentthe following, duly executed in each case in form and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and substance reasonably satisfactory to the Administrative Agent, and the Confirmation 2021 Incremental Term Lenders: (i) counterparts of Guaranty attached hereto duly this Third Amendment executed and delivered by the Guarantors listed therein; (b) Borrower, Guarantors, the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) a duly executed copy of the Second 2021 Incremental Term Loan Amendment, in form and substance satisfactory to the Required Noteholders, and Lenders; (ii) a duly executed copy customary opinion from each of that certain Amendment no. 1 (A) L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, with respect to matters of New York, Delaware and California law and (B) G▇▇▇▇▇ R▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, LLP, with respect to matters of Arizona law; (iii) a certificate attesting to the First Lien Intercreditor AgreementSolvency of the Borrower and its Subsidiaries, on a consolidated basis, from the chief financial officer (or officer with equivalent duties) of the Borrower (after giving effect to the Acquisition, the incurrence of 2021 Incremental Term Loans and any Revolving Loans on the Third Amendment Funding Date and the application of the proceeds therefrom), substantially in the form attached hereto as Exhibit A (of the “ICA Amendment”);Solvency Certificate furnished on the Closing Date; and (civ) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received following: i. a customary certificate of the Secretary or Assistant Secretary a Responsible Officer of each Note Loan Party in form and substance satisfactory to dated the Required Noteholders, attaching Third Amendment Effective Date and certifying copies of (A) that either (x) its bylaws, attached thereto is a copy of the Organization Documents of each Loan Party or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate certifying that there has been no change to such Organization Documents since last delivered to the Administrative Agent, (B) that attached thereto is a true and complete copy of incorporation, certificate of organization or limited partnership, resolutions or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, action authorizing the execution, delivery and performance of this Third Amendment and any other document delivered in connection herewith, (C) to the other Note Documents extent not previously delivered to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a party; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existenceunchanged since such delivery), as may be available from to the Secretary of State of the jurisdiction of organization incumbency of each Note Party; (e) Loan Party evidencing the Administrative Agent (or its counsel) identity, authority and the Noteholders (or their counsel) shall have received a certificate dated capacity of each Responsible Officer thereof authorized to act as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation in connection with this Third Amendment or any other document delivered in connection herewith on behalf of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note such Loan Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (CD) since the date good standing certificates for each Loan Party from such Loan Party’s jurisdiction of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had formation or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Amendment Effective Dateorganization; and (f) the Administrative Agent and the Noteholders shall have received evidence that all fees, charges and disbursements of counsel to each of the Administrative Agent and the Noteholders have been paid by the Issuer.

Conditions Precedent to Effectiveness. The effectiveness This Joinder shall not be effective until each of this Amendment is subject the following conditions precedent have been fulfilled to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and the reasonable satisfaction of the following conditionsAdministrative Agent: (a) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) a. This Joinder shall have received this Amendment, been duly executed and delivered by the Issuerrespective parties hereto, Holdings, the Noteholders constituting the Required Noteholders and shall be in full force and effect and shall be in form and substance reasonably satisfactory to the Administrative Agent. b. All action on the part of the New [Borrower/Facility Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower/Facility Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and the Confirmation of Guaranty attached hereto agreements to be executed in connection herewith shall have been duly executed and delivered by the Guarantors listed therein; (b) effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. c. The New [Borrower/Facility Guarantor] (or its counsel) and each other Loan Party, to the Noteholders (or their counselextent requested by the Administrative Agent) shall each have received (i) a duly executed copy of delivered the Second Term Loan Amendmentfollowing to the Administrative Agent, in form and substance reasonably satisfactory to the Required NoteholdersAdministrative Agent: i. Certificate of Legal Existence and Good Standing issued by the Secretary of the State of its incorporation or organization. ii. Certificate of an authorized officer relating to the organization and existence of such party, the authorization of the transactions contemplated by the Loan Documents, and (ii) a duly executed copy of that certain Amendment no. 1 attesting to the First Lien Intercreditor Agreementtrue signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of all Charter Documents. iii. Perfection Certificate in the form attached hereto as Exhibit A (of Annex I to the “ICA Amendment”)Security Agreement. iv. Execution and delivery by the New [Borrower/Facility Guarantor] of the following Loan Documents: a) [Joinders to the Revolving Credit Notes to the Domestic Lenders]; (b) [Joinders to the Revolving Credit Notes to the Canadian Lenders]; c) [Joinder to the Administrative Agent (or its counselSwingline Note to the Domestic Swingline Lender]; d) [Joinder to the Swingline Note to the Canadian Swingline Lender]; e) [Joinder to the Security Documents, as applicable]; f) [Joinder to the Fee Letter]; g) [Blocked Account Agreement with ]; and h) [add other applicable documents and agreements required by the Noteholders (or their counsel) Agents]. d. The Agents shall have received a certificate written legal opinion of the Secretary Loan Parties’ counsel addressed to the Agents and the other Lenders, covering such matters relating to the New [Borrower/Facility Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Agents shall reasonably request. e. The Administrative Agent shall have received all documents and instruments, including UCC financing statements and PPSA registration statements, required by law or Assistant Secretary reasonably requested by the Administrative Agent to be filed, registered, published or recorded in order to create or perfect the first priority Lien (subject only to Permitted Encumbrances having priority by operation of each Note Party in form Applicable Law) intended to be created under the Loan Documents and substance all such documents and instruments shall have been so filed, registered or recorded or other arrangements reasonably satisfactory to the Required NoteholdersAdministrative Agent for such filing, attaching registration or recordation shall have been made. f. All fees and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since Credit Party Expenses incurred by the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since Agents in connection with the Original Closing Date), preparation and (z) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance negotiation of this Amendment Joinder and related documents (including the other Note Documents reasonable fees and expenses of counsel to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a party; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counselAgents) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party;been paid in full. (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no g. No Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably occurred and be expected to continuing. h. The Loan Parties shall have a Material Adverse Effect; (ii) confirming that the Note Parties executed and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on Agents such additional documents, instruments, and agreements as the Second Amendment Effective Date; and (f) the Administrative Agent and the Noteholders shall have received evidence that all fees, charges and disbursements of counsel to each of the Administrative Agent and the Noteholders have been paid by the IssuerAgents may reasonably request.

Conditions Precedent to Effectiveness. (a) The effectiveness of the amendments set forth in Section 1.1 of this Amendment, including the obligation of each Refinancing Term Lender to make, and each Exchanging Lender to exchange its Existing Term Loan for, an Amendment No. 4 Refinancing Term Loan, is subject to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and the satisfaction or waiver of the following conditions:conditions (the date of such satisfaction or waiver of such conditions being referred to herein as the “Amendment No. 4 Effective Date” and the time of such satisfaction or waiver of such conditions being referred to herein as the “Amendment No. 4 Effective Time”): (a1) the Borrower, the Guarantors, the Administrative Agent, the Collateral Agent and the Refinancing Term Lenders representing 100% of the Initial Term B Loan Commitments (as set forth on Schedule 1.01A to the Credit Agreement, as amended by this Amendment) have each delivered a duly executed counterpart of this Amendment to the Administrative Agent (which, in the case of Exchanging Lenders and Cash Settlement Lenders, may be in the form of an Existing Term Lender Signature Page); (2) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received this Amendment, duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein; (b) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) a duly executed copy of the Second Term Loan Amendment, in form and substance satisfactory to the Required Noteholders, and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”); (c) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Secretary or Assistant Secretary Responsible Officers of each Note Loan Party in form and substance satisfactory executing the Loan Documents to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date)which it is a party, (yiii) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) the resolutions of its board the Board of directors or other equivalent Directors and/or similar governing body, or comparable organizational documents bodies of each Loan Party approving and authorizations, authorizing the execution, delivery and performance of this Amendment and the other Note Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Loan Party executing this Amendment and the Note Documents to which it is a party, certified as of the Amendment No. 4 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (d3) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate certificate, in form and substance reasonably satisfactory to the Administrative Agent, of the Borrower dated as of the Second Amendment No. 4 Effective Date and signed by a Responsible Officer (i) of the Borrower certifying that immediately after giving effect as to the consummation of matters set forth in clauses (4) and (5) below; (4) the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Loan Party set forth in the Note Documents are Credit Agreement shall be true and correct in all material respects (other than those or in all respects to the extent that any representation and warranty is qualified by materiality or Material Adverse Effect) on and as of the Amendment No. 4 Effective Date, except to the extent that such representations and warranties that are expressly qualified by “Material Adverse Effect” or other materialityspecifically refer to an earlier date, in which representations and warranties case they shall be true and correct in all respects) material respects (or in all respects to the extent that any such representation and (C) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had warranty is qualified by materiality or could reasonably be expected to have a Material Adverse Effect; ) as of such earlier date; (ii5) confirming that at the Note Parties time of and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to this Amendment, no Default (as defined in the consummation of Amended Credit Agreement) shall have occurred and be continuing; (6) the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed Borrower shall have delivered to the Administrative Agent but otherwise substantially an opinion from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in the form delivered and substance reasonably satisfactory to the Term Loan Administrative Agent on and dated as of the Second Amendment No. 4 Effective Date; (7) the Administrative Agent shall have received, at least three (3) Business Days prior to the Amendment No. 4 Effective Date, all documentation and other information required with respect to the Loan Parties by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act, to the extent reasonably requested in writing by the Administrative Agent at least ten (10) Business Days prior to the Amendment No. 4 Effective Date; (8) the Administrative Agent shall have received, at least three (3) Business Days prior to the Amendment No. 4 Effective Date, a certification regarding beneficial ownership required by the Beneficial Ownership Regulation to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and to the extent reasonably requested in writing by the Administrative Agent at least ten (10) Business Days prior to the Amendment No. 4 Effective Date; (9) the Administrative Agent shall have received all fees and other amounts due and payable by the Borrower in connection with this Amendment on or prior to the Amendment No. 4 Effective Date, including, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 4 Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 9.03(a) of the Credit Agreement (in each case, which amounts may be offset against the proceeds of the Amendment No. 4 Refinancing Term Loans); and (f10) with respect to the Amendment No. 4 Refinancing Term Loans, the Administrative Agent shall have received a request for a Borrowing as required by Section 2.03 of the Credit Agreement (or such notice shall have been deemed given in accordance with Section 2.03 of the Credit Agreement). (b) The making of and/or exchange for Amendment No. 4 Refinancing Term Loans by the Refinancing Term Lenders shall conclusively be deemed to constitute an acknowledgment by the Administrative Agent and the Noteholders shall have received evidence each Refinancing Term Lender that all fees, charges and disbursements of counsel to each of the Administrative Agent and the Noteholders conditions precedent set forth herein shall have been paid satisfied in accordance with its respective terms or shall have been irrevocably waived by the Issuersuch Person.

Conditions Precedent to Effectiveness. The effectiveness This Joinder shall not be effective until each of this Amendment is subject the following conditions precedent have been fulfilled to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and the reasonable satisfaction of the following conditionsAdministrative Agent: (a) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) a. This Joinder shall have received this Amendment, been duly executed and delivered by the Issuerrespective parties hereto, Holdings, the Noteholders constituting the Required Noteholders and shall be in full force and effect and shall be in form and substance reasonably satisfactory to the Administrative Agent. b. All action on the part of the New [Borrower/Facility Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower/Facility Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and the Confirmation of Guaranty attached hereto agreements to be executed in connection herewith shall have been duly executed and delivered by the Guarantors listed therein; (b) effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. c. The New [Borrower/Facility Guarantor] (or its counsel) and each other Loan Party, to the Noteholders (or their counselextent requested by the Administrative Agent) shall each have received (i) a duly executed copy of delivered the Second Term Loan Amendmentfollowing to the Administrative Agent, in form and substance reasonably satisfactory to the Required NoteholdersAdministrative Agent: i. Certificate of Legal Existence and Good Standing issued by the Secretary of the State of its incorporation or organization. ii. Certificate of an authorized officer relating to the organization and existence of such party, the authorization of the transactions contemplated by the Loan Documents, and (ii) a duly executed copy of that certain Amendment no. 1 attesting to the First Lien Intercreditor Agreementtrue signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of all Charter Documents. iii. Perfection Certificate in the form attached hereto as Exhibit A (of Annex I to the “ICA Amendment”)Security Agreement. iv. Execution and delivery by the New [Borrower/Facility Guarantor] of the following Loan Documents: a) [Joinders to the Revolving Credit Notes to the Domestic Lenders]; (b) [Joinders to the Revolving Credit Notes to the Canadian Lenders]; c) [Joinder to the Administrative Agent (or its counselSwingline Note to the Domestic Swingline Lender]; d) [Joinder to the Swingline Note to the Canadian Swingline Lender]; e) [Joinder to the Security Documents, as applicable]; f) [Joinder to the Fee Letter]; g) [Blocked Account Agreement with ________________]; and h) [add other applicable documents and agreements required by the Noteholders (or their counsel) Agents]. d. The Agents shall have received a certificate written legal opinion of the Secretary Loan Parties’ counsel addressed to the Agents and the other Lenders, covering such matters relating to the New [Borrower/Facility Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Agents shall reasonably request. e. The Administrative Agent shall have received all documents and instruments, including UCC financing statements and PPSA registration statements, required by law or Assistant Secretary reasonably requested by the Administrative Agent to be filed, registered, published or recorded in order to create or perfect the first priority Lien (subject only to Permitted Encumbrances having priority by operation of each Note Party in form Applicable Law) intended to be created under the Loan Documents and substance all such documents and instruments shall have been so filed, registered or recorded or other arrangements reasonably satisfactory to the Required NoteholdersAdministrative Agent for such filing, attaching registration or recordation shall have been made. f. All fees and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since Credit Party Expenses incurred by the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since Agents in connection with the Original Closing Date), preparation and (z) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance negotiation of this Amendment Joinder and related documents (including the other Note Documents reasonable fees and expenses of counsel to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a party; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counselAgents) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party;been paid in full. (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no g. No Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably occurred and be expected to continuing. h. The Loan Parties shall have a Material Adverse Effect; (ii) confirming that the Note Parties executed and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on Agents such additional documents, instruments, and agreements as the Second Amendment Effective Date; and (f) the Administrative Agent and the Noteholders shall have received evidence that all fees, charges and disbursements of counsel to each of the Administrative Agent and the Noteholders have been paid by the IssuerAgents may reasonably request.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below This Agreement, and the satisfaction obligation of each Lender or Issuing Bank, as the case may be, to make Extensions of Credit hereunder, shall not become effective until the date on which each of the following conditions:conditions is satisfied (or waived in accordance with Section 12.01): (a) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received from each party hereto either (i) a counterpart of this Amendment, duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent, and the Confirmation Agent (which may include telecopy transmission of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein;a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) a Issuing Bank Agreements, duly executed copy by each of the Second Term Loan AmendmentBorrowers and Union Bank, in form and substance satisfactory to the Required NoteholdersAdministrative Agent, and (ii) a the Fee Letter, duly executed copy of that certain Amendment no. 1 to by the First Lien Intercreditor AgreementBorrowers, in the form attached hereto as Exhibit A (the “ICA Amendment”); (c) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date)Administrative Agent, and (ziii) the resolutions of its board of directors or other equivalent governing bodyPromissory Notes (if requested by any Lender pursuant to Section 3.01(d)), or comparable organizational documents and authorizationsduly executed by the applicable Borrower. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, authorizing the execution, delivery and performance of this Amendment Issuing Banks and the other Note Documents Lenders and dated the Closing Date) of (i) ▇▇▇▇▇▇ ▇▇▇▇ & Priest LLP, New York counsel for the Obligors, substantially in the form of Exhibit C, and (ii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., General Counsel for the Guarantor and counsel for the Borrowers, substantially in the form of Exhibit D. The Obligors hereby request such counsel to which it is a party and certifying the name, title and true signature of each officer of deliver such Note Party executing this Amendment and the Note Documents to which it is a party;opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent (or its counsel) counsel may reasonably request relating to the organization, existence and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction Obligors, the authorization of organization of each Note Party;the Transactions and any other legal matters relating to the Obligors, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The representations and warranties of the Administrative Agent (or its counsel) Obligors set forth in this Agreement and the Noteholders (or their counsel) other Loan Documents shall have received a certificate dated as of the Second Amendment Effective Date be true and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Datecorrect, (A) no Default or Event of Default exists shall have occurred and be continuing, and the Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or will result therefrom, (B) all representations and warranties a Senior Financial Officer of each Note Party Obligor, confirming the same as of the Closing Date. (f) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Senior Financial Officer of each Obligor, confirming compliance with the conditions set forth in this Section 6.01. (g) The Administrative Agent and the Note Documents are true Lenders shall have received all documentation and correct in 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, with respect to the Obligors. (h) The Administrative Agent shall have received all material respects fees and other amounts due and payable on or prior to the Closing Date, including all up-front fees and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (other than those representations i) On the Closing Date, all accrued and warranties that are expressly qualified unpaid interest and fees payable by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the financial statements of the Issuer described in Section 4.4 of Borrowers under the Existing Note Purchase Agreement, there Credit Agreement shall have been paid in full. (j) Except as contemplated in Section 6.02(b)(i), all requisite Governmental Authorities and third parties, if any, shall have approved or consented to this Agreement, the other Loan Documents and the Transactions to the extent required and material (and the Administrative Agent shall have received certified copies of all such approvals and consents, which shall be in form and substance satisfactory to the Administrative Agent and the Lenders), no change which has had stay of any applicable regulatory approval shall have been issued and there shall be no litigation, governmental, administrative or judicial action, actual or, to the knowledge of the Obligors, threatened, that could reasonably be expected to have a Material Adverse Effect; restrain, prevent or impose burdensome conditions on this Agreement, the other Loan Documents or the Transactions. (iik) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the The Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Amendment Effective Date; and (f) the Administrative Agent and the Noteholders shall have received evidence that all feestrue, charges correct and disbursements complete copies, certified as to authenticity by the applicable Borrower, of counsel any amendments or supplements, entered into at any time after April 15, 2005, to each of the Note Purchase Agreement to which such Borrower is a party. (l) The Administrative Agent shall have received such other approvals, opinions and documents as any Lender, through the Administrative Agent and the Noteholders have been paid by the IssuerAgent, may reasonably request.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is Amendment, the Revolver Increase, the Closing Date Term Loan Increase and the amendments to the Existing Credit Agreement set forth herein are subject to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and the satisfaction (or waiver) of the following conditions:conditions precedent (the date of such satisfaction being the “Fifth Amendment Effective Date”): (a) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received this Amendment, duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and the The Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein; (b) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) a duly executed copy ’s receipt of the Second Term following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan AmendmentParty to the extent that a Loan Party is a party thereto, each dated the effective date of this Amendment and each in form and substance satisfactory to the Required NoteholdersAdministrative Agent and each of the Lenders party to this Amendment: (i) executed counterparts of this Amendment, executed by the Loan Parties, the Administrative Agent, the Issuing ▇▇▇▇▇▇, and the requisite Lenders; (ii) a duly executed copy and completed Loan Request with respect to each of that certain Amendment no. 1 the Closing Date Term Loan Increase; provided that, so long as a draft of each such Loan Request has been provided to the First Lien Intercreditor AgreementAdministrative Agent prior to the Fifth Amendment Effective Date, in each duly executed Loan Request may be provided one (1) Business Day prior to the form attached hereto as Exhibit A (the “ICA Amendment”)proposed Fifth Amendment Effective Date; (ciii) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary Loan Parties signed by a Responsible Officer of each Note Party in form and substance satisfactory to the Required NoteholdersBorrowing Agent, attaching and dated the Fifth Amendment Effective Date, certifying copies of that (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date)Loan Parties are in compliance with each of the covenants and conditions under the Loan Documents, (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified no Material Adverse Effect has occurred since the Original Closing Date), date of the last audited financial statements of the Borrowers delivered to the Administrative Agent and (z) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents representations and authorizations, authorizing the execution, delivery warranties set forth in Section 8(d) and performance Section 8(e) of this Amendment are true and correct as specified therein; (iv) a pro forma Compliance Certificate of the Loan Parties signed by a Responsible Officer of the Borrowing Agent, dated the Fifth Amendment Effective Date demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00, based on the financial statements most recently delivered pursuant to Section 8.1(a) or 8.1(b), as applicable, of the Existing Credit Agreement, after giving effect (on a pro forma basis) to the funding of the Closing Date Term Loan Increase and any Revolving Credit Loans on the Fifth Amendment Effective Date; (v) Notes duly executed by each Borrower in favor of each Lender requesting such Notes; (vi) a duly executed ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Joinder Agreement by the New Borrowers joining the New Borrowers, as Borrowers, under the Credit Agreement and the other Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a partyLoan Documents; (dvii) a duly executed Security Agreement Supplement by each New Borrower and all requirements in connection therewith (including lien searches, any certificated equity and related powers, UCC filings and as applicable, the Administrative Agent (filing of short-form security agreements with the United States Patent and Trademark Office or its counsel) the United States Copyright Office and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note Partyrelated perfection actions); (eviii) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Fifth Amendment Effective Date and signed by a Responsible Officer of each Loan Party, certifying as appropriate as to: (iA) certifying that immediately all action taken by such Loan Party to validly authorize, duly execute and deliver this Amendment (and any other Loan Documents executed and delivered in connection herewith) and attaching copies of such resolution or other corporate or organizational action; (B) the names, authority and capacity of the Responsible Officers authorized to sign this Amendment (and any other Loan Documents executed and delivered in connection herewith) and their true signatures; and (C) copies of its organizational documents as in effect on the Fifth Amendment Effective Date, to the extent applicable, certified as of a sufficiently recent date prior to the Fifth Amendment Effective Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence and good standing in the state of its organization; (ix) a certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the consummation transactions contemplated by this Amendment; (x) written opinion(s) of counsel for the Loan Parties, dated as of the transactions contemplated to occur on the Second Fifth Amendment Effective Date, addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent; (Axi) no Default or Event of Default exists or will result therefroma duly executed supplement to the Specified LSP Intercreditor Agreement by the New Borrowers, the Administrative Agent and the Specified LSP Indebtedness Agent; (Bxii) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date executed counterparts of the financial statements of Collateral and Diligence Questionnaire, together with all attachments contemplated thereby; (xiii) Lien searches in acceptable scope and with acceptable results; (xiv) evidence that all other actions, recordings and filings that the Issuer described Administrative Agent may deem necessary or desirable in Section 4.4 of order to perfect the Existing Note Purchase Agreement, there shall Liens created under the Loan Documents have been no change which has had or could reasonably be expected to have a Material Adverse Effect; taken; (iixv) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately financial projections after giving effect to the consummation Closing Date Term Loan Increase and the Revolver Increase (including, without limitation, consolidated forecasted balance sheets, statements of income and statements of cash flows together with a detailed explanation of the transactions contemplated assumptions used in preparing such financial projections) of the Borrowers through the Term Loan Maturity Date (as defined in the Credit Agreement after giving effect to occur on the Second Amendment Effective Date; Amendment); (xvi) evidence that adequate insurance, including flood insurance, if applicable, required to be maintained under the Credit Agreement is in full force and (iii) that attaches a duly completed effect, with additional insured and executed Compliance Certificate addressed lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent but otherwise substantially and its counsel naming the Administrative Agent as additional insured and the Administrative Agent as lender loss payee; (xvii) all material consents, licenses and approvals required for the delivery and performance by any Loan Party of this Amendment and any other Loan Document executed and delivered in connection herewith, and the enforceability of this Amendment, the Existing Credit Agreement (as amended by this Amendment) and any other Loan Document executed and delivered in connection herewith against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (xviii) evidence that all Indebtedness not permitted under Section 9.2 of the Credit Agreement shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form delivered and substance reasonably satisfactory to the Term Loan Agent on the Second Amendment Effective DateAdministrative Agent); and (fxix) executed counterparts of such other documents as the Administrative Agent may require. (b) The Administrative Agent and the Noteholders Lenders shall have received evidence received, at least three (3) Business Days prior to the Fifth Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and to the extent required thereby, the Beneficial Ownership Regulation, that has been reasonably requested in writing by the Administrative Agent or any Lender at least five (5) Business Days prior to the Fifth Amendment Effective Date. (c) The Borrowers shall have paid in full (i) all fees payable in connection with this Amendment as of the Fifth Amendment Effective Date and (ii) all interest and fees accrued pursuant to the Existing Credit Agreement as of the Fifth Amendment Effective Date with respect to each Lender thereunder. (d) Unless waived by the Administrative Agent, the Borrowers shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of counsel to each of the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date of this Amendment, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Noteholders Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 11.3 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 6, each Lender that has signed this Amendment shall be deemed to have been paid 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 IssuerAdministrative Agent shall have received notice from such Lender prior to the proposed Fifth Amendment Effective Date specifying its objection thereto.

Conditions Precedent to Effectiveness. (a) The resignation of the Existing Administrative Agent and Existing Collateral Agent, the appointment of the Successor Administrative Agent and Successor Collateral Agent and the other matters contemplated in Article I above and the effectiveness of the amendments set forth in Section 2.1 of this Amendment Amendment, including the obligation of each Refinancing Term Lender to make, a New Term Loan, is subject to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and the satisfaction or waiver of the following conditions:conditions (the date of such satisfaction or waiver of such conditions being referred to herein as the “Fifth Amendment Effective Date” and the time of such satisfaction or waiver of such conditions being referred to herein as the, the “Fifth Amendment Effective Time”): (a1) the Parent Borrower, the OpCo Borrower, the Existing Administrative Agent, the Existing Collateral Agent, the Successor Administrative Agent, the Successor Collateral Agent (or its counsel) and the Noteholders (or their counsel) shall Refinancing Term Lenders representing 100% of the New Term Loan Commitments have received this Amendment, each delivered a duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and counterpart of this Amendment to the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein; (b2) each Guarantor shall have delivered a duly executed counterpart of the acknowledgment and consent attached to this Amendment (the “Acknowledgment”) to the Successor Administrative Agent; (3) the Successor Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (iA) a duly executed copy certificate from each of the Second Term Borrowers and each other Loan AmendmentParty, dated the Fifth Amendment Effective Date, substantially in the form of Exhibit F to the Credit Agreement, with appropriate insertions and attachments of resolutions or other actions, evidence of incumbency and the signature of authorized signatories and Organizational Documents, executed by a Responsible Officer and the Secretary or any Assistant Secretary or other authorized representative of such Loan Party and (B) a good standing certificate (or the equivalent thereof) for each of the Loan Parties from its jurisdiction of formation; (4) the Successor Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to the Required NoteholdersAdministrative Agent, of the Parent Borrower dated as of the Fifth Amendment Effective Date signed by a Responsible Officer of the Parent Borrower certifying as to the matters set forth in clauses (5) and (ii6) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”)below; (c5) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate each of the Secretary or Assistant Secretary of each Note representations and warranties made by any Loan Party in form and substance satisfactory pursuant to the Required Noteholders, attaching Credit Agreement and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or any other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) 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 Note Documents Loan Document to which it is a party shall, except to the extent that they relate to a particular date, be true and certifying correct in all material respects on and as of the name, title Fifth Amendment Effective Date as if made on and true signature of each officer as of such Note Party executing this Amendment and the Note Documents to which it is a partydate; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A6) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably occurred and be expected to have a Material Adverse Effect; (ii) confirming that continuing on the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately Fifth Amendment Effective Date after giving effect to the consummation effectiveness hereof; (7) the Parent Borrower shall have delivered to the Successor Administrative Agent and the Lenders an opinion from each of Debevoise & P▇▇▇▇▇▇▇ LLP and R▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., in form and substance reasonably satisfactory to the Successor Administrative Agent and dated as of the transactions contemplated to occur on the Second Fifth Amendment Effective Date; ; (i) the Successor Administrative Agent shall have received at least three (3) Business Days prior to the Fifth Amendment Effective Date all documentation and other information that has been requested in writing by the Successor Administrative Agent at least five (5) Business Days prior to the Fifth Amendment Effective Date regarding the Loan Parties reasonably requested by the Successor Administrative Agent in order to allow the Successor Administrative Agent to comply with applicable “know your customer” and anti-money laundering rules and regulations, and (iiiii) with respect to each Loan Party or any Subsidiary thereof that attaches qualifies as a duly completed and executed Compliance Certificate addressed “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), the Successor Administrative Agent shall have received at least three (3) Business Days prior to the Fifth Amendment Effective Date a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in relation to such Loan Party or such Subsidiary. (9) (A) the Borrowers shall have paid to the Existing Administrative Agent, (x) for the ratable account of each Existing Term Lender, all accrued and unpaid interest in respect of the Existing Term Loans owing to each such Existing Term Lender as of the Fifth Amendment Effective Date and (y) all reasonable and documented out-of-pocket expenses incurred by the Existing Administrative Agent, in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and (B) JPMorgan Chase Bank, N.A., as Lead Arranger and the Successor Administrative Agent, shall have received all fees and expenses related to the New Term Loans to the extent due (which may be offset against the proceeds thereof); (10) with respect to the initial New Term Loans, the Successor Administrative Agent but otherwise substantially shall have received a notice of such Borrowing as required by Subsection 2.3 of the Credit Agreement (or such notice shall have been deemed given in accordance with Subsection 2.3 of the form delivered to the Term Loan Agent on the Second Amendment Effective DateCredit Agreement); and (f11) the Successor Administrative Agent and the ABL Agent shall have executed and delivered the Notice of Successor Agent Under Intercreditor Agreement, dated as of the Fifth Amendment Effective Date. The making of New Term Loans by the Refinancing Term Lenders shall conclusively be deemed to constitute an acknowledgment by the Administrative Agent and the Noteholders shall have received evidence each Lender that all fees, charges and disbursements of counsel to each of the Administrative Agent and the Noteholders conditions precedent set forth herein shall have been paid satisfied in accordance with its respective terms or shall have been irrevocably waived by the Issuersuch Person.

Conditions Precedent to Effectiveness. The effectiveness This Joinder shall not be effective until each of this Amendment is subject the following conditions precedent have been fulfilled to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and the reasonable satisfaction of the following conditionsAdministrative Agent: (a) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) This Joinder shall have received this Amendment, been duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and the Administrative Agentrespective parties hereto, and the Confirmation of Guaranty attached hereto duly executed shall be in full force and delivered by the Guarantors listed therein;effect. (b) All action on the part of the New [Borrower/Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower/Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (or its counselc) The New [Borrower/Guarantor] (and each other Loan Party, to the Noteholders (or their counselextent requested by the Administrative Agent) shall each have received (i) a duly executed copy of delivered the Second Term Loan Amendmentfollowing to the Administrative Agent, in form and substance reasonably satisfactory to the Required Noteholders, and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”);Administrative Agent: (ci) the Administrative Agent (or its counsel) Certificate of Legal Existence and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory to the Required NoteholdersGood Standing, attaching and certifying copies of (x) its bylawsif applicable, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) 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 Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a party; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from issued by the Secretary of the State of its incorporation or organization and each other jurisdiction where its ownership, lease or operation of properties or the jurisdiction conduct of organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect business requires such qualification, except to the consummation of the transactions contemplated extent that failure to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or do so could not reasonably be expected to have a Material Adverse Effect; . (ii) confirming that Such executed certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Note Parties New [Borrower/Guarantor] as the Administrative Agent may require evidencing (A) the authority of the New [Borrower/Guarantor] to enter into this Joinder and their Subsidiariesthe other Loan Documents to which the New [Borrower/Guarantor] is a party or is to be a party and (B) the identity, taken authority and capacity of each Responsible Officer thereof authorized to act as a whole, are Solvent immediately after giving effect Responsible Officer in connection with this Joinder and the other Loan Documents to which the consummation of the transactions contemplated New [Borrower/Guarantor] is a party or is to occur on the Second Amendment Effective Date; and be a party. (iii) Copies of the New [Borrower/Guarantor]’s Organization Documents from the applicable office of the state of organization of the New [Borrower/Guarantor] and such other documents and certifications as the Administrative Agent may reasonably require to evidence that attaches the New [Borrower/Guarantor] is duly organized or formed, and that the New [Borrower/Guarantor] is validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, and in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a duly completed Material Adverse Effect, in each case, certified by a Responsible Officer of the New [Borrower/Guarantor] as to the truthfulness, correctness and executed Compliance Certificate completeness of such documents (iv) Execution and delivery to the Agents by the New [Borrower/Guarantor] of the following Loan Documents: a) [Joinders to the Notes, as applicable;] b) [Joinder to the Security Documents, as applicable;] c) [Joinder to the Facility Guaranty, as applicable;] d) [Pledge Agreements, as applicable;] e) [Joinder of the Intellectual Property Security Agreement, as applicable]; f) [Mortgage for the Material Owned Real Estate located at , as applicable;] g) [Blocked Account Agreement with , as applicable;] h) [Collateral Access Agreement for the Real Estate located at , as applicable;] i) [Credit Card Notification, as applicable;] j) [DDA Notification, as applicable;] k) Such other documents and agreements as the Administrative Agent or the Collateral Agent may reasonably require. (d) Upon the request of the Administrative Agent in its sole discretion, other than with respect to any Immaterial Subsidiary, the Administrative Agent shall have received a written legal opinion of the New [Borrower’s/Guarantor’s] counsel, addressed to the Administrative Agent, the Collateral Agent but otherwise substantially in and the form delivered other Credit Parties, covering such matters relating to the Term New [Borrower/Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent on may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements, Intellectual Property Security Agreements[, Mortgages] and Blocked Account Agreements, required by Law or the Second Amendment Effective Date; andLoan Documents or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) All reasonable fees and Credit Party Expenses incurred by the Administrative Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower/Guarantor] and the other Loan Parties. (g) The Collateral Agent for the benefit of the Credit Parties shall have (i) a first-priority, perfected Lien (subject only to Permitted Encumbrances) on all of the assets of the New [Borrower/Guarantor] that are Term Loan Priority Collateral and the New [Borrower/Guarantor] and the other Loan Parties shall have taken all necessary actions in connection therewith, including, among other things, the New [Borrower/Guarantor] and the other Loan Parties shall have delivered to the Collateral Agent (A) to the extent such Equity Interests are “securities” pursuant to Article 8 of the UCC, the originals of the executed Equity Interest Certificates evidencing the Equity Interest of the New [Borrower/Guarantor] and the Equity Interests of any Person owned by the New [Borrower/Guarantor] that are pledged pursuant to the Pledge Agreement or the Security Agreement and the corresponding Equity Interest powers executed in blank and (B) to the extent required to be delivered pursuant to the Security Agreement, the originals of any executed promissory notes evidencing Term Loan Priority Collateral and corresponding allonges executed in blank and (ii) a security interest in all of the ABL Priority Collateral superior in priority to all other Persons other than the ABL Agent and the Noteholders other holders of Permitted Encumbrances, and the Loan Parties shall have taken all necessary actions in connection therewith. (h) The Agents shall have received evidence that all feesinsurance required to be maintained for the New [Borrower/Guarantor] pursuant to the Loan Documents and all certificates and endorsements with respect to the New [Borrower/Guarantor] in favor of the Agents required under the Loan Documents have been obtained and are in effect. (i) The direct parent of the New [Borrower/Guarantor] shall have executed and delivered to the Collateral Agent a Pledged Collateral Addendum evidencing the Equity Interests owned by such direct parent in the New [Borrower/Guarantor] and pledged as security for the Obligations to the Collateral Agent. (j) The Loan Parties shall have executed and delivered to the Agents such additional documents, charges instruments, and disbursements of counsel to each of agreements as the Administrative Agent and or the Noteholders have been paid by the IssuerCollateral Agent may reasonably request.

Conditions Precedent to Effectiveness. The effectiveness obligation of this Amendment the Lender to make any Term Loan hereunder is subject to the truth and accuracy of condition precedent that, on or before the warranties and representations set forth in Sections 4 and 5 below and Closing Date, the satisfaction of the following conditions: (a) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) Lender shall have received this Amendment, duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein; (b) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) a duly executed copy each of the Second Term Loan Amendmentfollowing, each in form and substance satisfactory to the Required NoteholdersLender: (a) this Agreement, the Collateral Documents and the other Loan Documents to be entered into on the Closing Date, each signed by a Responsible Officer of each Loan Party and a duly authorized officer of each other party thereto, together with all other original items required to be delivered pursuant to the Collateral Documents or any other Loan Document; (b) a certificate of a Responsible Officer of each Loan Party, attaching (i) the Organizational Documents of such Loan Party, (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”); (c) the Administrative Agent (resolutions or its counsel) and the Noteholders (or their counsel) shall have received a certificate other action of the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents Governing Board of such Note Loan Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or approving the transactions and other registered organizational documents have not been amended, restated or otherwise modified since matters contemplated by the Original Closing Date), and (z) 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 Note Loan Documents to which it is a party party, and certifying (iii) an incumbency certificate evidencing the nameidentity, title authority and true signature capacity of each officer Responsible Officer of such Note Loan Party executing authorized to act as a Responsible Officer in connection with this Amendment Agreement and the Note other Loan Documents to which it is a party; (c) such other documents and certificates as the Lender may request relating to the organization, existence and good standing of each Loan Party and any other legal matters relating to the Loan Parties, the Loan Documents or the transactions contemplated thereby; (d) the Administrative Agent (a certificate of status, compliance or its counsel) like certificate for each Loan Party and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available Subsidiary from the Secretary of State appropriate Governmental Authority of the jurisdiction of organization incorporation or formation of such Person and each Note Partyjurisdiction where it is required to qualify to do business, each dated not more than thirty (30) days prior to the Closing Date; (e) [reserved]; (f) an appropriately completed Perfection Certificate with respect to the Administrative Agent (or its counsel) Borrowers and the Noteholders (or their counsel) shall have received a certificate other Loan Parties, dated as of the Second Amendment Effective Closing Date and signed duly executed by a Responsible Officer of the Borrowers; (g) one or more opinions of counsel to the Loan Parties, addressed to the Lender and dated the Closing Date, in form and substance satisfactory to the Lender (covering the jurisdiction of formation of each Loan Party, the jurisdiction of the governing law of each Loan Document and the jurisdiction in which any Farm Project Site is located, as applicable); (h) with respect to the Existing Bridge Indebtedness and any other Indebtedness or other obligations owing by the Loan Parties to any Exiting Lenders: (i) certifying evidence that immediately after giving effect all such Indebtedness has been, or as of the Closing Date will be, repaid in full in cash and all such obligations have been, or as of the Closing Date will be, terminated; (ii) a payoff letter (accompanied by such other discharges, releases (including, without limitation, mortgage releases), terminations or other documents as the Lender may request in its sole discretion), in each case duly executed by the Exiting Lenders or their agent, as applicable, releasing effective as of the Closing Date all Liens on any assets of any Loan Parties or any Subsidiaries of any Loan Party granted in favor of the Exiting Lenders upon receipt of the payoff amount on the Closing Date and authorizing the Borrowers, the Lender or their respective designees to file UCC-3 termination statements and such other releases and terminations as necessary to terminate any and all such Liens; (i) Lien searches with respect to the consummation Loan Parties and any Subsidiary in scope satisfactory to the Lender and with results showing no Liens (other than Liens in favor of the Lender, other Permitted Liens and Liens authorized to be released on the Closing Date in accordance with Section 4.1(h)) and otherwise satisfactory to the Lender; (j) UCC financing statements for each jurisdiction as is necessary, in the Lender’s sole discretion, to perfect the Lender’s security interest in the Collateral to the extent such Liens can be perfected by filing or recordation; (k) an executed Account Control Agreement with respect to (i) [reserved] and (ii) each other deposit, securities and commodity account of the Loan Parties (other than Excluded Accounts); (l) a written consent, duly executed by Holdings and confirming that this Agreement, the other Loan Documents, the Term Loan Facility and the Liens created pursuant to any Loan Document to secure the Obligations are permitted under, and do not conflict with or contravene, the SPAC Merger Agreement; (m) [reserved]; (n) evidence from the Borrowers that all material governmental and third-party consents required to effectuate the transactions contemplated by the Loan Documents have been obtained; (o) true, correct and complete copies of [reserved] and all other Material Agreements then in effect (including, without limitation, to occur the extent not previously delivered to the Lender, all Farm Lease Agreements then in effect) of the Borrowers, the Guarantors and any Subsidiary, each of which shall be satisfactory to the Lender, together with such Collateral Assignments of such Material Agreements and acknowledgments by such counterparties as may be reasonably requested by the Lender in its sole discretion, duly executed by the parties thereto; (p) at least five (5) Business Days prior to the Closing Date (or such shorter period as may be approved by the Lender in its sole discretion), completed background checks and such other documentation and information requested by (or on behalf of) the Second Amendment Effective DateLender, in each case satisfactory to the Lender, including information required by Lender to satisfy any “know your customer” requirements, including, without limitation, the Beneficial Ownership Certification; (Aq) no Default or Event evidence that adequate liability, property, business interruption and builder’s risk insurance required to be maintained under this Agreement is in full force and effect, in each case together with certificates naming the Lender as additional insured, mortgagee and lender’s loss payee, as applicable, with respect to the Collateral and, in the case of Default exists or will result therefromany business interruption insurance, accompanied by an assignment of such business interruption insurance in favor of the Lender signed by the Loan Parties and the applicable insurer; (Br) payment of (i) all representations fees, costs and warranties expenses then due and payable pursuant to Section 8.3 hereof, to the extent invoiced on or prior to the date hereof and (ii) payment of each Note Party such fees as are set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Amendment Effective DateFee Letter; and (fs) such financial statements, budgets, forecasts, projections and any other information or documents as the Administrative Agent and the Noteholders shall have received evidence that all fees, charges and disbursements of counsel to each of the Administrative Agent and the Noteholders have been paid by the IssuerLender reasonably requests.

Conditions Precedent to Effectiveness. (a) The effectiveness resignation of the Existing Administrative Agent and Existing Collateral Agent, the appointment of the Successor Administrative Agent and Successor Collateral Agent and the other matters contemplated in Article I above and the Section 2(a) Amendments shall become effective on the date (the “Third Amendment Effective Date”) and at the time (the “Section 2(a) Amendments Effective Time”) on and at which each of the following conditions is satisfied or waived: (1) the Parent Borrower, the OpCo Borrower, the Existing Administrative Agent, the Existing Collateral Agent, the Successor Administrative Agent, the Successor Collateral Agent and the Required Lenders have each delivered a duly executed counterpart of this Amendment is subject to the truth Administrative Agent. (b) The Section 2(b) Amendments shall become effective on the Third Amendment Effective Date and accuracy of at the warranties time (the “Section 2(b) Amendments Effective Time”) on and representations set forth in Sections 4 and 5 below and the satisfaction at which each of the following conditionsconditions is satisfied or waived: (a1) the Section 2(a) Amendments Effective Time shall have occurred; (2) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received this Amendment, duly executed and delivered Increase Supplements (if any) and/or Lender Joinder Agreements (if any) evidencing Supplemental Term Loan Commitments in an aggregate amount of $275,000,000 (which such condition shall be deemed satisfied hereunder by the Issuer, Holdings, execution of the Noteholders constituting Amended and Restated Credit Agreement by the Required Noteholders parties thereto and delivery thereof to the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein); (b3) each Guarantor shall have delivered a duly executed counterpart of the acknowledgment and consent attached to this Amendment (the “Acknowledgment”) to the Administrative Agent; (4) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (iA) a duly executed copy true and complete copies of resolutions of the Second Term Loan Amendment, in form and substance satisfactory to the Required Noteholders, and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”); (c) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents a duly authorized committee thereof of each of the Borrowers approving and authorizations, authorizing the execution, delivery and performance of this Amendment Third Amendment, and the performance of the Credit Agreement as amended by this Third Amendment, certified as of the Third Amendment Effective Date by a Responsible Officer, secretary or assistant secretary of the Borrowers as being in full force and effect without modification or amendment and (B) a good standing certificate (or the equivalent thereof) for each of the Borrowers from its jurisdiction of formation; (5) the Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to the Administrative Agent, of the Parent Borrower dated as of the Third Amendment Effective Date signed by a Responsible Officer of the Parent Borrower certifying as to the matters set forth in clauses (6) and (7) below; (6) each of the representations and warranties made by any Loan Party pursuant to the Credit Agreement and any other Note Documents Loan Document to which it is a party shall, except to the extent that they relate to a particular date, be true and certifying the name, title correct in all material respects on and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a party; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Third Amendment Effective Date as if made on and signed by a Responsible Officer as of such date; and (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A7) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had occurred and be continuing on the Third Amendment Effective Date or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation effectiveness hereof. (c) The Section 2(c) Amendments shall become effective on the Third Amendment Effective Date and at the time (the “Section 2(c) Amendments Effective Time”) on and at which each of the transactions contemplated following conditions is satisfied or waived: (1) the Section 2(b) Amendments Effective Time shall have occurred; (2) the Initial Term Loans outstanding immediately prior to occur the effectiveness of the Section 2(b) Amendments on the Second Third Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed Date shall have been repaid in full to the Existing Administrative Agent but otherwise substantially in for the form delivered to benefit of the Term Loan Agent on the Second Amendment Effective DateLenders; and (f3) the conditions set forth in Section 6.1 of the Amended and Restated Credit Agreement shall have been satisfied or waived. The making of the initial Extensions of Credit by the Lenders on the Third Amendment Effective Date shall conclusively be deemed to constitute an acknowledgement by the Administrative Agent and the Noteholders shall have received evidence each Lender that all fees, charges and disbursements of counsel to each of the Administrative Agent conditions precedent set forth herein and in Section 6.1 of the Noteholders Amended and Restated Credit Agreement shall have been paid satisfied in accordance with its respective terms or shall have been irrevocably waived by the Issuersuch Person.

Conditions Precedent to Effectiveness. The effectiveness of parties hereto agree that this Amendment is subject to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and shall not be effective until the satisfaction of each of the following conditionsconditions precedent: (a) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a copy of this AmendmentAmendment duly completed, duly executed and delivered by the Issuer, HoldingsRequired Lenders, the Noteholders constituting the Required Noteholders Borrower and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed thereinother Loan Parties; (b) the Administrative Agent (or its counsel) and shall receive evidence of concurrent consummation of a related amendment to the Noteholders (or their counsel) U.S. Cellular Revolving Loan Facility, which shall have received (i) a duly executed copy of the Second Term Loan Amendment, be in form and substance satisfactory reasonably acceptable to the Required Noteholders, and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”)Administrative Agent; (c) the Administrative Agent (or its counsel) and shall receive evidence of concurrent consummation of a related amendment to the Noteholders (or their counsel) U.S. Cellular Term Loan Facility, which shall have received a certificate of the Secretary or Assistant Secretary of each Note Party be in form and substance satisfactory reasonably acceptable to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) 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 Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a partyAdministrative Agent; (d) the Administrative Agent (or its counsel) shall receive evidence of concurrent consummation of a related amendment to the Revolving Loan Facility, which shall be in form and substance reasonably acceptable to the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note PartyAdministrative Agent; (e) the Administrative Agent (or its counsel) and shall receive evidence of concurrent consummation of a related amendment to the Noteholders (or their counsel) shall have received a certificate Senior Term Loan Credit Agreement, dated as of December 9, 2021 (and as amended, restated, supplemented or otherwise modified from time to time), among U.S. Cellular, Toronto Dominion (Texas) LLC, as the Second Amendment Effective Date administrative agent, and signed by a Responsible Officer (i) certifying that immediately after giving effect the lenders party thereto, which shall be in form and substance reasonably acceptable to the Administrative Agent; (f) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the transactions contemplated Credit Agreement, dated as of December 17, 2021 (and as amended, restated, supplemented or otherwise modified from time to occur on time), among U.S. Cellular, the Second Amendment Effective Datelenders party thereto, Citibank, N.A., as administrative agent, and Export Development Canada, as a mandated lead arranger and a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent; (Ag) no Default the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of November 9, 2022 (and as amended, restated, supplemented or Event otherwise modified from time to time), among the Borrower, the lenders party thereto, and Export Development Canada, as a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent; and (h) each of Default exists or will result therefrom, (B) all the representations and warranties of each Note Party set forth made in the Note Documents are this Amendment shall be true and correct in all material respects (other than those representations and warranties that are expressly or, to the extent any such representation or warranty is qualified by as to “materiality” or “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) on and (C) since the date as of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase AgreementAmendment Effective Date (as defined below), there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties both before and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation amendments contemplated by this Amendment as if such representations and warranties were being made on and as of the transactions contemplated to occur on the Second Amendment 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 as of such earlier date, and the representations and warranties contained in subsections (a) and (iiib) that attaches a duly completed and executed Compliance Certificate addressed of Section 5.05 of the Credit Agreement shall be deemed to refer to the Administrative Agent but otherwise substantially in the form delivered most recent statements furnished pursuant to the Term Loan Agent on the Second Amendment Effective Date; and subsections (fa) the Administrative Agent and the Noteholders shall have received evidence that all fees(b), charges and disbursements respectively, of counsel to each Section 6.01 of the Administrative Agent and the Noteholders have been paid by the IssuerCredit Agreement.

Conditions Precedent to Effectiveness. The effectiveness of this This Amendment is subject to the truth and accuracy shall not be effective until each of the warranties and representations set forth in Sections 4 and 5 below and following conditions precedent have been fulfilled to the satisfaction of and in form and substance satisfactory to, as applicable, the following conditions:Administrative Agent (such date, the “Second Amendment Effective Date”): (a) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) This Amendment shall have received this Amendment, been duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and the respective parties hereto. The Administrative Agent, and the Confirmation of Guaranty attached hereto duly Agent shall have received a fully executed and delivered by the Guarantors listed therein;copy hereof. (b) The Lenders and the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) a duly executed copy of all fees required to be paid on or prior to the Second Term Loan Amendment, in form Amendment Effective Date pursuant to this Amendment and substance satisfactory to the Required Noteholders, and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”);Fee Letter. (c) The Administrative Agent shall have received an updated Perfection Certificate, executed by a Responsible Officer of the Loan Parties. (d) If required by Lender, the Administrative Agent shall have received a Note (or its counselamendment to any existing Note) executed by the Borrower in favor of such Lender. (e) All necessary consents and approvals to this Amendment shall have been obtained by the Noteholders Loan Parties. (or their counself) The Administrative Agent shall have received a certificate of each Loan Party, dated the Secretary Second Amendment Effective Date and executed by the Secretary, Managing Member or Assistant Secretary equivalent officer of each Note Party in form such Loan Party, with appropriate insertions and substance satisfactory to attachments, including (i) the Required Noteholders, attaching and certifying copies Operating Documents of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date)such Loan Party, (yii) its articles the relevant board resolutions or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents written consents of such Note Loan Party adopted by such Loan Party for the purposes of authorizing such Loan Party to enter into this Amendment and perform the Loan Documents (or certifying that as amended by this Amendment) to which such Loan Party is party, (iii) the names, titles, incumbency and signature specimens of those representatives of such Loan Party who have been authorized by such resolutions and/or written consents to execute Loan Documents on behalf of such Loan Party, (iv) a long form good standing certificate for each Loan Party certified as of a recent date by the appropriate Governmental Authority of its articles or certificate respective jurisdiction of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date)organization, and (zv) certificates of qualification as a foreign corporation issued by each jurisdiction in which the resolutions failure 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 Note Documents applicable Loan Party to which it is be so qualified could reasonably be expected to result in a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a party;Material Adverse Effect. (dg) the After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. (h) The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Second Amendment Effective Date and signed by in form and substance reasonably satisfactory to it, certifying (A) that the conditions specified in Sections 5.2(a) and (c) of the Credit Agreement have been satisfied, and (B) that there has been no event or condition since December 31, 2013, that has had or that could reasonably be expected to have, either individually or in the aggregate, a Responsible Officer Material Adverse Effect. (i) certifying that immediately after giving effect to the consummation The Administrative Agent shall have received, (i) in respect of the transactions contemplated Term Loan to occur be made on or about the Second Amendment Effective Date, a completed Notice of Borrowing executed by the Borrower and otherwise complying with the requirements of Section 2.2 of the Credit Agreement, and (Aii) in respect of any Revolving Loans to be made on or about the Closing Date, a completed Notice of Borrowing executed by the Borrower and otherwise complying with the requirements of Section 2.5 of the Credit Agreement. (j) The Administrative Agent shall have received a Solvency Certificate from the chief financial officer or treasurer of the Borrower. (k) After giving pro forma effect to the Increase (as defined in the Credit Agreement prior to giving effect to this Amendment) contemplated hereby and the use of proceeds thereof, the Borrower shall be in compliance with the financial covenants set forth in Section 7.1 of the Credit Agreement (as amended hereby) as of the end of the most recently ended month (or quarter, as applicable) for which financial statements were required to be delivered, and the Borrower shall have delivered to the Administrative Agent a Compliance Certificate evidencing compliance with the requirements hereof. (l) The Administrative Agent shall have received the results of recent lien searches in each of the jurisdictions where any of the Loan Parties is formed or organized, and such searches shall reveal no Default or Event liens on any of Default exists or will result therefromthe assets of the Loan Parties except for Liens permitted by Section 7.3 of the Credit Agreement. (m) The Administrative Agent shall have received the executed customary legal opinion of counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (Bn) all After giving effect to this Amendment, the representations and warranties of each Note Party set forth herein and in the Note Credit Agreement and the other Loan Documents are shall be (i) to the extent qualified by materiality, true and correct in all respects, and (ii) to the extent not qualified by materiality, true and correct in all material respects, in each case on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date). (other than those representations o) The Administrative Agent shall have received, for the account of each Lender party to the Credit Agreement immediately prior to the Second Amendment Effective Date and warranties who remains a Lender thereafter, a rollover fee (the “Rollover Fee”) of 171,635.87. For purposes of determining compliance with the conditions specified in this Section 9, each Lender that are expressly qualified by “Material Adverse Effect” has executed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other materialitymatter either sent (or made available) by the Administrative Agent to such Lender for consent, which representations and warranties shall approval, acceptance or satisfaction, or required thereunder to be true and correct in all respects) and (C) since the date consented to or approved by or acceptable or satisfactory to such Lender, unless an officer of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to occur the Second Amendment Effective Date specifying such Lender’s objection thereto and either such objection shall not have been withdrawn by notice to the Administrative Agent to that effect on or prior to the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Amendment Effective Date; and (f) the Administrative Agent and the Noteholders shall have received evidence that all fees, charges and disbursements of counsel to each of the Administrative Agent and the Noteholders have been paid by the Issuer.

Conditions Precedent to Effectiveness. The effectiveness of parties hereto agree that this Amendment is subject to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and shall not be effective until the satisfaction of each of the following conditionsconditions precedent: (a) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a copy of this AmendmentAmendment duly completed, duly executed and delivered by the Issuer, HoldingsRequired Lenders, the Noteholders constituting the Required Noteholders Borrower and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed thereinother Loan Parties; (b) the Administrative Agent (or its counsel) and shall receive evidence of concurrent consummation of a related amendment to the Noteholders (or their counsel) credit agreement evidencing the Borrower SOFR Loan Facility, which shall have received (i) a duly executed copy of the Second Term Loan Amendment, be in form and substance satisfactory reasonably acceptable to the Required Noteholders, and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”)Administrative Agent; (c) the Administrative Agent (or its counsel) and shall receive evidence of concurrent consummation of a related amendment to the Noteholders (or their counsel) Parent Credit Agreement, which shall have received a certificate of the Secretary or Assistant Secretary of each Note Party be in form and substance satisfactory reasonably acceptable to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) 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 Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a partyAdministrative Agent; (d) the Administrative Agent (or its counsel) shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the Revolving Loan Facility, which shall be in form and substance reasonably acceptable to the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note PartyAdministrative Agent; (e) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the Parent Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (or its counself) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the Borrower Term Loan Facility, which shall be in form and substance reasonably acceptable to the Noteholders Administrative Agent; (or their counselg) the Administrative Agent shall have received receive evidence of concurrent consummation of a certificate related amendment to the Credit Agreement, dated as of November 9, 2022 (and as amended, restated, supplemented or otherwise modified from time to time), among the Second Amendment Effective Date Telephone and signed by a Responsible Officer (i) certifying that immediately after giving effect Data Systems, Inc. and Export Development Canada, as lender, which shall be in form and substance reasonably acceptable to the consummation Administrative Agent; and (h) each of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth made in the Note Documents are this Amendment shall be true and correct in all material respects (other than those representations and warranties that are expressly or, to the extent any such representation or warranty is qualified by “as to "materiality" or "Material Adverse Effect” or other materiality, which representations and warranties " shall be true and correct in all respects) on and (C) since the date as of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase AgreementAmendment Effective Date (as defined below), there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties both before and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation amendments contemplated by this Amendment as if such representations and warranties were being made on and as of the transactions contemplated to occur on the Second Amendment 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 as of such earlier date, and the representations and warranties contained in subsections (a) and (iiib) that attaches a duly completed and executed Compliance Certificate addressed of Section 5.05 of the Credit Agreement shall be deemed to refer to the Administrative Agent but otherwise substantially in the form delivered most recent statements furnished pursuant to the Term Loan Agent on the Second Amendment Effective Date; and subsections (fa) the Administrative Agent and the Noteholders shall have received evidence that all fees(b), charges and disbursements respectively, of counsel to each Section 6.01 of the Administrative Agent and the Noteholders have been paid by the IssuerCredit Agreement.

Conditions Precedent to Effectiveness. The effectiveness of this This Amendment is subject to shall become effective on April 19, 2016 (the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and the satisfaction “Fifth Amendment Effective Date”), if each of the following conditionsconditions shall have been satisfied on or prior to such date; provided that if the following conditions are not satisfied by April 19, 2016, this Amendment shall not become effective and shall be of no force or effect with respect to the Credit Agreement: (ai) the Borrower, the Administrative Agent, each Issuing Lender and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile, pdf or other electronic transmission) the same to the Administrative Agent; (ii) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a favorable customary legal opinion of ▇▇▇▇▇ Day, counsel to the Credit Parties, addressed to the Administrative Agent and each of the Lenders party to the Credit Agreement on the Fifth Amendment Effective Date and dated the Fifth Amendment Effective Date covering such matters incidental to this Amendment, duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders Amendment and the transactions contemplated hereby as the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed thereinAgent may reasonably request; (biii) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (iA) a duly executed copy true and complete copies of resolutions of the Second Term Loan Amendment, in form and substance satisfactory to the Required Noteholders, and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”); (c) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents of the Borrower approving and authorizations, authorizing the execution, delivery and performance of this Amendment the Credit Agreement and the other Note Documents Credit Documents, in each case as modified by this Amendment, certified as of the Fifth Amendment Effective Date by an Authorized Representative and attested to by another Authorized Representative of the Borrower as being in full force and effect without modification or amendment and (B) good standing certificates for the Borrower from the jurisdiction in which it the Borrower is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a partyorganized; (div) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State all of the jurisdiction of organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are made pursuant to Section 3 hereof shall be true and correct in all material respects (other than those on the Fifth Amendment Effective Date, both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Fifth Amendment Effective Date (it being understood and agreed that are expressly (x) 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 (y) any representation or warranty that is qualified by as to “materiality,” “Material Adverse Effect” or other materiality, which representations and warranties similar language shall be true and correct in all respects) and respects on such specified date); (Cv) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase AgreementJanuary 2, there 2016, nothing shall have been no change occurred (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known) which the Administrative Agent or the Required Lenders shall determine has had had, or could reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect; ; (iivi) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect no litigation by any entity (private or governmental) shall be pending or threatened in writing with respect to the consummation of Credit Agreement, any other Credit Document or any other documentation executed in connection herewith and therewith or the transactions contemplated to occur on the Second Amendment Effective Date; hereby and (iii) that attaches a duly completed and executed Compliance Certificate addressed to thereby, or which the Administrative Agent but otherwise substantially shall determine has had, or could reasonably be expected to have, either individually or in the form delivered to the Term Loan Agent on the Second Amendment Effective Date; andaggregate, a Material Adverse Effect; (fvii) the Borrower shall have paid all reasonable and documented out-of-pocket expenses of the Administrative Agent required to be paid or reimbursed pursuant to Section 13.01 of the Credit Agreement, including the reasonable and the Noteholders shall have received evidence that all documented fees, charges and disbursements of counsel for the Administrative Agent; (viii) substantially simultaneously with the Fifth Amendment Effective Date, (x) that certain Second Amendment to Credit Agreement in respect of the 2013 Credit Agreement, dated of even date herewith, and (y) the 2016 Term Loan Credit Agreement, dated of even date herewith, in each of case, in form and substance reasonably satisfactory to the Administrative Agent, shall have become effective pursuant to their respective terms; and (ix) the Administrative Agent and shall have received such other documents, information or agreements regarding the Noteholders have been paid by Borrower as the IssuerAdministrative Agent shall reasonably request.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below This Agreement shall not be effective, and the Third Restatement Effective Date shall not occur, until the prior or concurrent satisfaction of each of the following conditionsconditions precedent: (a) Each of the Administrative Agent (or its counsel) Third A&R ARKS S&O Agreement and the Noteholders (or their counsel) shall have received this Amendment, duly Third A&R BSR S&O Agreement has been executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders is in full force and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed thereineffect; (b) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) The Parties shall have received executed an amendment to the Marketing and Sales Agreement in a form and in substance satisfactory to ▇▇▇▇; (c) The Parties shall have agreed to the form and substance of the Step-Out Inventory Sales Agreement (which form is attached hereto as Schedule R); (d) The S&O Party Guarantee shall have been duly executed and delivered to ▇▇▇▇ in a form and in substance satisfactory to ▇▇▇▇; (e) The Parties shall have entered into the Pledge and Security Agreement in a form and in substance satisfactory to ▇▇▇▇. (f) The Company Parties and ▇▇▇▇ shall have duly executed the Fee Letter; (g) The Parties have prepared and appended hereto a full amended and restated set of Schedules and Exhibits; (h) The Company shall have delivered to ▇▇▇▇ a certificate signed by the principal executive officer of the Company certifying as to incumbency, board approval and resolutions, other matters; (i) a duly executed copy The Company shall have delivered to ▇▇▇▇ an opinion of the Second Term Loan Amendmentcounsel, in form and substance satisfactory to ▇▇▇▇, covering such matters as ▇▇▇▇ shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability of the Required NoteholdersTransaction Documents; and no conflicts including with respect to the Existing Financing Agreements; (j) ▇▇▇▇ shall have received amendments and restatements of the MLP Acknowledgment Agreement, the Company Acknowledgment Agreement, the ARKS Acknowledgment Agreement and the BSR Acknowledgment Agreement, each duly executed by all parties thereto, reflecting such updated references and further amendments and modifications as ▇▇▇▇ shall have reasonably requested; (k) ▇▇▇▇ shall have confirmed to its satisfaction that, as of the Third Restatement Effective Date, each of the Existing Financing Agreements contains provisions that (i) recognize the respective rights and obligations of the Parties under this Agreement and the other Transaction Documents, (ii) a duly executed copy confirm that this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby do not and will not conflict with or violate any terms and conditions of such Existing Financing Agreement and (iii) recognize that certain Amendment no. 1 ▇▇▇▇ is the owner of Crude Oil and Products to the First Lien Intercreditor extent contemplated hereby and by the other Transaction Documents, free and clear of any liens of any lender or other creditor that is party to such Existing Financing Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”)other than Permitted Liens; (cl) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) ▇▇▇▇ shall have received a certificate final approvals from relevant internal committees; (m) To the extent deemed necessary or appropriate by ▇▇▇▇, acknowledgements and/or releases (including without limitation, amendments or termination of the Secretary or Assistant Secretary of each Note Party UCC financing statements), in form and substance satisfactory to the Required Noteholders▇▇▇▇, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement shall have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, duly executed by lenders or other registered organizational documents creditors that are party to Existing Financing Agreements, confirming the release of any lien in favor of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, lender or other registered organizational documents creditor that might apply to or be deemed to apply to any Crude Oil and/or Products of which ▇▇▇▇ is the owner as contemplated by this Agreement and the other Transaction Documents and agreeing to provide ▇▇▇▇ with such further documentation as it may reasonably request in order to confirm the foregoing; (n) The Company shall have not been amendeddelivered to ▇▇▇▇ such other certificates, restated or otherwise modified since the Original Closing Date), and (z) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizationsinstruments as may be reasonably necessary to consummate the transactions contemplated herein, authorizing including UCC-1 financing statements reflecting ▇▇▇▇ as owner of all Crude Oil in the executionCrude Storage Tanks and all Products in the Product Storage Tanks on and as of the Third Restatement Effective Date; (o) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened, delivery nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority as of the Third Restatement Effective Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Amendment and the other Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a partyAgreement; (dp) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) The Company shall have received delivered to ▇▇▇▇ insurance certificates of good standing or existence, as may be available from evidencing the Secretary of State effectiveness of the jurisdiction of organization of each Note Partyinsurance policies set forth on Schedule F; (eq) the Administrative Agent The Company and ▇▇▇▇ have provided to ▇▇▇▇ confirmation, in form and substance satisfactory to ▇▇▇▇, that all other Transaction Documents remain in full force and effect; (or its counselr) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all All representations and warranties of each Note Party set forth the Company and its Affiliates contained in the Note Transaction Documents are shall be true and correct in all material respects on and as of the Third Restatement Effective Date; and (other than those s) All representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties of ▇▇▇▇ contained in the Transaction Documents shall be true and correct in all respects) material respects on and (C) since the date as of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Third Restatement Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Amendment Effective Date; and (f) the Administrative Agent and the Noteholders shall have received evidence that all fees, charges and disbursements of counsel to each of the Administrative Agent and the Noteholders have been paid by the Issuer.

Conditions Precedent to Effectiveness. The effectiveness of this This Amendment is subject to the truth and accuracy shall become effective as of the warranties and representations set forth in Sections 4 and 5 below and date (the satisfaction “Amendment Effective Date”) on which each of the following conditionsconditions shall have been satisfied: (a) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received this Amendmentfrom the Borrower, duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and the Administrative Agent, the Collateral Agent and each Continuing Lender either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Confirmation Administrative Agent (which may include telecopy or other electronic transmission of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein;a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent (or its counsel) and the Noteholders (or their counselContinuing Lenders and dated the Amendment Effective Date) shall have received of (i) a duly executed copy of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Second Term Loan Amendment, in form and substance satisfactory to the Required NoteholdersBorrower, and (ii) a duly executed copy the General Counsel, an Associate General Counsel or Senior Legal Counsel of that certain Amendment no. 1 the Borrower, in each case in form and substance reasonably satisfactory to the First Lien Intercreditor AgreementAdministrative Agent and its counsel, in and covering such other matters relating to the form attached hereto Credit Parties, the Credit Documents or the transactions contemplated hereby as Exhibit A (the “ICA Amendment”);Administrative Agent or the Majority Lenders shall reasonably request. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization by the Credit Parties of the transactions contemplated hereby and any other legal matters relating to the Borrower, the other Credit Parties, the Credit Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received all interest accrued for the accounts of the Continuing Lenders to the Amendment Effective Date under the Pre-Amendment Credit Agreement and all fees and other amounts due and payable in connection with the effectiveness of this Amendment, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (e) Each Non-Continuing Lender shall have received payment in full of the principal of and interest accrued on each Loan made by it under the Pre-Amendment Credit Agreement and outstanding on the Amendment Effective Date (including any break funding payments payable by the Borrower under Section 2.12 of the Pre-Amendment Credit Agreement to such Non-Continuing Lender as a result of the transactions contemplated by Section 3 hereof; provided, however, that no such break funding payments shall be payable with respect to the portion of such Loans that does not exceed the amount to be assigned to such Non-Continuing Lender (or its counselto any Affiliate of such Non-Continuing Lender) as set forth in Schedule I to the Master Consent to Assignment, dated the Amendment Effective Date, delivered by the Borrower to JPMorgan Chase Bank, N.A.). (f) The Administrative Agent shall have received the results of a search of the Uniform Commercial Code (or equivalent) filings or registrations made with respect to the Credit Parties in the jurisdictions referred to in paragraph 1 of the Perfection Certificate delivered on February 9, 2017 (the “2017 Perfection Certificate”) and copies of the Noteholders financing statements (or their counselsimilar documents) disclosed by such search. (g) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) 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 Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a party; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Financial Officer certifying (i) certifying that immediately after giving effect as to the consummation of matters referred to in Sections 4(b) and 4(c) hereof and (ii) that the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are 2017 Perfection Certificate is true and correct in all material respects as of December 31, 2016. (h) The Administrative Agent shall have received from the Borrower and each Subsidiary Guarantor (other than those representations the Excluded Subsidiaries and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respectsthe Consent Subsidiaries) and (C) since the date a counterpart of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Reaffirmation Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially in the form of Exhibit A hereto (the “2017 Reaffirmation Agreement”), duly executed and delivered to the Term Loan Agent on the Second Amendment Effective Date; and (f) the Administrative Agent and the Noteholders shall have received evidence that all fees, charges and disbursements of counsel to each behalf of the Administrative Agent Borrower or such Subsidiary as a Guarantor and (in the Noteholders have been paid by case of each Subsidiary that is a Grantor under the Issuer.Guarantee and Collateral Agreement or a Canadian Grantor under any Canadian Security Agreement) a

Conditions Precedent to Effectiveness. The effectiveness of this This Amendment is subject to and the truth and accuracy obligation of the warranties and representations set forth in Sections 4 and 5 below and 2020 Term Lenders to make 2020 Term Loans shall be effective upon the satisfaction date (such date, the “Third Amendment Effective Date”) that each of the following conditionsconditions is satisfied: (a) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a counterpart signature page of this Amendment, Amendment duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and the Administrative (i) each Agent, (ii) the Borrower and each of the Confirmation other Loan Parties, (iii) the Majority Lenders under each of Guaranty attached hereto duly executed the existing Revolving Credit Facility and delivered by Term Facility and (iv) the Guarantors listed therein2020 Term Lenders; (b) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) The Agents shall have received (i) a copy of a duly executed copy of amendment to the Second Term Loan AmendmentLien Credit Agreement, which shall be in form and substance satisfactory to the Required Noteholders, and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”)Agents; (c) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) The Agents shall have received a certificate copy of a duly executed amendment to the Secretary or Assistant Secretary of each Note Party PNC Securitization Documents, which shall be in form and substance satisfactory to the Required NoteholdersAgents (the “Eighth Amendment to RPA”); (d) The Agents shall have received a copy of a duly executed amendment to the Agreement Among Lenders, attaching which shall be in form and certifying copies substance satisfactory to the Agents; (e) The Administrative Agent shall have received a duly executed Borrowing Request by the Borrower; (f) Prior to the Third Amendment Effective Date, the Agents and the Lenders shall have received all documentation and other information required by bank regulatory authorities or reasonably requested by any Agent or any Lender under or in respect of (x) its bylawsapplicable “know-your-customer” and anti-money laundering rules and regulations, or partnership agreement or limited liability company agreement including the PATRIOT Act, and including a duly executed W-9 tax form (or such other applicable IRS tax form) of the Borrower. (g) The Administrative Agent shall have received a certificate from the secretary or other responsible officer of each Loan Party (i) certifying to and attaching resolutions authorizing the transactions contemplated by the Amendment and, in the case of the Borrower, the borrowing of 2020 Term Loans, which shall be in form and substance satisfactory to the Administrative Agent, (ii) certifying that its bylaws, or partnership agreement or limited liability company agreement the Organizational Documents of such Loan Party have not been amended, amended and restated or otherwise modified since the Original Closing Date), Date (y) its articles or certificate of incorporation, certificate of organization or limited partnership, attaching such amendments or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Datemodifications), and (ziii) 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 Note Documents to which it is attaching a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a party; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates certificate of good standing (to the extent such concept or existence, a similar concept exists under the laws of such Loan Party’s jurisdiction of organization) of such Loan Party as may be available of a recent date from the Secretary of State (or other similar official) of the jurisdiction of or organization of each Note such Loan Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Amendment Effective Date; and (fh) The Borrower shall have paid all reasonable and documented out-of-pocket fees and expenses of the Administrative Agent Agents and the Noteholders shall have received evidence that all fees, charges 2020 Term Lenders to the extent (i) invoiced on or prior to the date hereof and disbursements of counsel (ii) required to each be paid pursuant to Section 9.05(a) of the Administrative Agent and the Noteholders have been paid by the IssuerCredit Agreement.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is Agreement and the other Loan Documents (other than the Fee Letters) are subject to the truth and accuracy Administrative Agent's receipt of the warranties and representations set forth in Sections 4 and 5 below and the satisfaction of the following conditions: (a) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received this Amendmentfollowing, duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein; (b) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) a duly executed copy of the Second Term Loan Amendment, each in form and substance satisfactory to the Required NoteholdersAdministrative Agent (the day when all such conditions have been satisfied or waived is herein referred to as the "Effective Date"): (i) This Agreement executed by each Ensco Borrower, each Bank, and the Administrative Agent, (ii) the Notes (if any) payable to the order of the Banks, respectively, executed by the respective Borrowers, and (iiiii) a duly the Guaranty executed copy by the Parent, Global, EII, and EUI. (b) An opinion of that certain Amendment no. 1 ▇▇▇▇▇▇ and ▇▇▇▇▇▇, Cayman Islands counsel for the Ensco Borrowers and Ensco Guarantors, in form and substance reasonably satisfactory to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”);Administrative Agent. (c) An opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel for the Ensco Borrowers and Ensco Guarantors, in form and substance reasonably satisfactory to the Administrative Agent Agent. (or d) Certified copies of all governmental approvals, if any, necessary for each Ensco Borrower and Ensco Guarantor to enter into the Loan Documents to which it is party and perform its counselobligations thereunder. (e) and the Noteholders (or their counsel) shall have received a A certificate of the Secretary or an Assistant Secretary of each Note Party in form Ensco Borrower and substance satisfactory to the Required Noteholders, attaching and Ensco Guarantor certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (zi) the resolutions of its board the Board of directors or Directors of such Loan Party approving this Agreement, the other equivalent governing bodyLoan Documents, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of this Amendment and the other Note Documents transactions contemplated hereby, in each case evidencing any necessary company action, (ii) the name and true signature of an agent or agents of such Loan Party authorized to sign each Loan Document to which it such Loan Party is a party and certifying the nameother documents to be delivered hereunder, title and (iii) attached true signature and correct copies of each the Bylaws and Articles of Incorporation (or corresponding organizational documents) of such Loan Party. (f) A certificate of the chief executive officer or the chief financial officer of such Note Party executing this Amendment and the Note Documents to which it is a party; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer Parent certifying that (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Dateinsurance complying with Section 5.01(d) is in full force and effect, (Aii) no Material Adverse Change has occurred since December 31, 2010, (iii) no Default or Event of Default exists or will result therefromexists, (Biv) all representations and warranties of each Note Party set forth made by the Ensco Borrowers and Ensco Guarantors in the Note Documents Section 4.01 are true and correct in all material respects on and as of the date of the Effective Date (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materialityrelate solely to a specific earlier date, which representations and warranties shall be true and correct in all respects) material respects as of such earlier date), and (Cv) since the date of annual audited financials for the financial statements of fiscal year ended December 31, 2010 and the Issuer described quarterly unaudited financials for the fiscal quarter ended March 31, 2011, in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed each case delivered to the Administrative Agent but otherwise substantially in the form delivered prior to the Term Loan Agent on the Second Amendment Effective Date; and, are true and correct copies of such financials, fairly present the financial condition of the Parent as of such dates, and were, to the best of such officer's knowledge, prepared in conformity with GAAP. (fg) Certificates of existence, good standing and qualification from appropriate state officials with respect to EII and EUI, such corresponding certificates or other documents from Cayman Islands officials or agencies as the Administrative Agent reasonably requests with respect to EOIC and Global, and such corresponding certificates or other documents from English officials or agencies as the Noteholders shall have received evidence that Administrative Agent reasonably requests with respect to the Parent and EUL. (h) Evidence of payment by the Ensco Borrowers of all fees, charges fees and disbursements required to be paid by the Ensco Borrowers on the Effective Date, including the fees and expenses of counsel to the Administrative Agent, the Banks, the Syndication Agent, and the Joint Lead Arrangers. (i) Evidence of appointment by each of the Parent, EUL, Global, and EOIC of the Process Agent as its domestic process agent in accordance with Section 8.14. (j) Evidence that the Third Amended and Restated Credit Agreement shall have become effective. (k) Such other documents, governmental certificates, conditions, agreements and lien searches as the Administrative Agent and the Noteholders have been paid by the Issuermay reasonably request.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and This Agreement shall become effective solely upon the satisfaction of the following conditions precedent (upon satisfaction of such conditions:, such date being referred to in this Agreement as the “Effective Date”): (a) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a counterpart signature page of this Amendment, Agreement duly executed by each of the Loan Parties and delivered by the Issuer, Holdings, the Noteholders Lenders party hereto constituting the Required Noteholders and Lenders. (b) The Borrower shall have (i) paid an amendment fee to the Administrative Agent, and for the Confirmation account of Guaranty attached hereto duly each undersigned Lender who has executed and delivered its signature page to this Amendment on March 8, 2019, in an amount in cash equal to 1.00% of such Lender’s Loans and Commitments on the Effective Date and (ii) reimbursed or paid all costs, expenses, fees and other amounts incurred by the Guarantors listed therein;Administrative Agent, the Arrangers and the Lenders in connection with this Agreement, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable costs, expenses, fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document. (bc) The representations and warranties set forth in Section 4 of this Agreement shall be true and correct in all material respects on and as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date and except that such materiality qualifier shall not be applicable to any representation and warranty that is already qualified by materiality. (d) The Administrative Agent and the Lenders party hereto shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (including, for the avoidance of doubt, a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230). (e) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Arrangers and the Lenders party hereto, a written opinion from each of (i) Cozen ▇’▇▇▇▇▇▇, California, Delaware, Massachusetts, New York and Texas counsel for the Borrower, and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, Nevada counsel to the Loan Parties, in each case, (A) dated as of the Effective Date, (B) addressed to the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders party hereto, and (C) covering such matters relating to this Agreement and the other Loan Documents as the Administrative Agent (or its counsel) shall reasonably request, and the Noteholders Borrower hereby requests such counsel to deliver such opinions. (or their counself) The Administrative Agent shall have received (i) a duly executed copy certificate as to the good standing of each Loan Party as of a recent date, from the Secretary of State of the Second Term Loan Amendment, in form and substance satisfactory to the Required Noteholders, and state of its organization; (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”); (c) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary of each Note Loan Party dated as of the Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Loan Party as in form effect on the Effective Date and substance satisfactory at all times since a date prior to the Required Noteholders, attaching and certifying copies date of the resolutions described in clause (xB) its bylaws, or partnership agreement or limited liability company agreement below (or certifying that its bylawsin the alternative, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified a certification by such Loan Party as to no changes to the by-laws since the Original Closing Datedate of the last secretary’s certificate delivered to the Administrative Agent), (yB) its articles or certificate that attached thereto is a true and complete copy of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since resolutions duly adopted by the Original Closing Date), and (z) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, of such Loan Party authorizing the execution, delivery and performance of this Amendment and the other Note Documents Agreement to which it such Person is a party and, in the case of the Borrower, the borrowings hereunder, and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that attached thereto is a copy of the namecertificate or articles of incorporation, title and true signature including all amendments thereto, of each officer Loan Party, certified as of such Note Party executing this Amendment and the Note Documents to which it is a party; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from recent date by the Secretary of State of the jurisdiction state of its organization (or in the alternative, a certification by such Loan Party as to no changes to the certificate or articles of incorporation since the date of the last secretary’s certificate delivered to the Administrative Agent), and (D) as to the incumbency and specimen signature of each Note officer executing this Agreement, any other Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; ; (eiii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) such other documents as the Administrative Agent may reasonably request, including customary lien and judgment searches with respect to each Loan Party (or its counselincluding the Company) and customary evidence of insurance coverage and customary lender’s loss payable endorsements as to casualty and business interruption insurance. (g) The representations and warranties set forth in Article III of the Noteholders (or their counsel) Credit Agreement and in each other Loan Document shall have received a certificate dated be true and correct in all material respects on and as of the Second Amendment Effective Date with the same effect as though made on and signed as of such date, except to the extent such representations and warranties expressly relate to an earlier date and except that such materiality qualifier shall not be applicable to any representation and warranty that is already qualified by a Responsible Officer materiality. (ih) certifying that At the time of and immediately after giving effect to the consummation of the transactions contemplated to occur be effected on the Second Amendment Effective Date, (A) no Default or Event of Default exists shall have occurred and be continuing or will result therefrombe continuing. (i) The Administrative Agent shall have received a certificate, (B) all representations dated as of the Effective Date and warranties signed by a Financial Officer of each Note Party the Borrower, confirming compliance with the conditions precedent set forth in the Note Documents are true and correct in all material respects clauses (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materialityc), which representations and warranties shall be true and correct in all respects(g) and (Ch) since of this Section 3. (j) The Administrative Agent shall have received a certificate from the date chief financial officer of the financial statements of Borrower, in form and substance reasonably satisfactory to the Issuer described in Section 4.4 of the Existing Note Purchase AgreementAdministrative Agent, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming certifying that the Note Parties Borrower and their its Subsidiaries, taken as on a whole, are Solvent immediately consolidated basis after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and this Agreement, are Solvent. (iiik) that attaches a duly completed and executed Compliance Certificate addressed to the The Administrative Agent but otherwise substantially shall have received an intercreditor agreement, in the form delivered and substance reasonably satisfactory to the Term Loan Agent on the Second Amendment Effective Date; and (f) the Administrative Agent and the Noteholders shall have received evidence that all feesRequired Lenders, charges duly executed by Credit Suisse, as Senior Lien Representative (as defined therein), the Administrative Agent, as Junior Lien Representative (as defined therein), and disbursements of counsel to each of the Loan Parties (the “Intercreditor Agreement”). (l) Substantially concurrently with the effectiveness of the Amendment, the Priming Senior Secured Term Loan Facility shall have been funded in accordance with the terms and conditions of the Priming Senior Secured Term Loan Credit Agreement. (m) The Administrative Agent and the Noteholders Lenders shall have been paid by received from the IssuerLoan Parties an initial 13-week budget that is in form and substance reasonably satisfactory to the Required Lenders (it being understood and agreed that the budget attached hereto as Annex IV is reasonably satisfactory to the Required Lenders) (the “Initial Budget”). (n) The Administrative Agent shall have received an executed Amendment No. 2 to Guarantee and Collateral Agreement, dated as of the date hereof (the “Amendment No. 2

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to This Agreement shall become effective on the truth and accuracy of first date (the warranties and representations set forth in Sections 4 and 5 below and the satisfaction “Effective Date”) on which each of the following conditionsconditions precedent has been satisfied or waived in accordance with Section 10.06: (a) receipt by the Administrative Agent (or its counsel) of the following documents, each dated the Effective Date unless otherwise indicated, and the Noteholders (or their counsel) shall have received this Amendment, duly executed each in form and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and substance reasonably satisfactory to the Administrative Agent, : (i) executed counterparts of this Agreement and the Confirmation Fee Letter by each of Guaranty attached the parties hereto duly executed and delivered by the Guarantors listed thereinthereto; (bii) [Reserved] (iii) an opinion of Loyens & Loeff, special Netherlands counsel to Holdings 2; (iv) an opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC , special Ohio counsel to Initial Borrower; (v) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to Initial Borrower and the Effective Date Guarantors; (vi) an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, special Irish counsel to the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) a duly executed copy of the Second Term Loan AmendmentAgent, in form and substance reasonably satisfactory to the Required Noteholders, and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”)Administrative Agent; (cvii) a certificate (signed by a director) of each of the Administrative Agent Effective Date Guarantors certifying (w) that the borrowing or guaranteeing the Commitments will not cause any borrowing, guarantee or similar limits binding on such Effective Date Guarantor to be exceeded, (x) certifying that such Effective Date Guarantor has complied with the provisions of Section 60 of the Act in order to enable such Effective Date Guarantor to enter into this Agreement and perform its counselobligations under this Agreement, (y) certifying that neither such Effective Date Guarantor, nor any director or Secretary of such Effective Date Guarantor is a company or a person to whom Chapter I or Chapter II of Part VII of the 1990 Act applies and (z) certifying that the prohibition contained in Section 31 of the 1990 Act does not apply to this Agreement as such Effective Date Guarantor forms part of a group of companies within the meaning of Section 35 of the 1990 Act; provided, that only Parent shall provide the certifications set forth in clauses (x), (y) and the Noteholders (or their counselz) shall have received a certificate of the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory to the Required Noteholders, attaching and certifying above; (viii) certified copies of (x) its bylaws, the organizational or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date)constitutional document of Initial Borrower and each Effective Date Guarantor, (y) its articles or certificate resolutions evidencing the authority for and the validity of incorporationthis Agreement, certificate and, in the case of organization or limited partnershipInitial Borrower, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), Notes and (z) all documents evidencing other necessary organizational action and governmental approvals, if any, with respect to this Agreement and, in the resolutions case of its board the Borrower, the Notes; (ix) an officer’s certificate of directors or other equivalent governing bodyInitial Borrower and each Effective Date Guarantor, or comparable organizational documents certifying the names and authorizationstrue signatures of the officers of such Credit Party authorized to sign this Agreement (and, authorizing in the executioncase of the Borrower, delivery and performance of this Amendment the Notes) and the other Note Documents documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a partybe delivered hereunder; (dx) (A) a letter of status from the Administrative Agent Companies Registration Office of Ireland dated a date reasonably close to the Effective Date as to the status of Parent together with a copy of the board minutes of the Company appointing each of ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ as directors and a certified copy of the constitution documents of Parent as of the Effective Date and (B) an (i) up-to-date extract from the trade register of the Dutch chamber of commerce of Holdings 2 or its counsel(ii) if such extract is not yet available, a true and complete copy of the Noteholders resolutions duly adopted by the sole shareholder of Holdings 2 dated May 20 2012, appointing ▇.▇. ▇▇▇▇▇▇▇ as director A and Intertrust (or their counselNetherlands) shall have received certificates B.V. as director B of good standing or existence, as may be available Holdings 2; (xi) a certificate from the Secretary of State of Ohio dated a date reasonably close to the jurisdiction Effective Date as to the good standing of organization of each Note Party;and organizational documents filed by Initial Borrower; and (exii) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) Initial Borrower certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event as of Default exists or will result therefromthe Effective Date has occurred and is continuing, and (B) all the representations and warranties of each Note Party set forth contained in the Note Documents Article 4 are true and correct in all material respects (other than those representations on and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date as of the financial statements Effective Date as if made on and as of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Amendment Effective Date; andsuch date. (fb) [Reserved] (c) the Administrative Agent and the Noteholders shall have received evidence a copy, certified by Initial Borrower, of the Press Release and the Transaction Agreement. The Administrative Agent shall promptly notify the Borrower and the Banks of the occurrence of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. Without limiting the generality of Section 7.04, for purposes of determining compliance with the conditions specified in this Section 3.01, each Bank that all feeshas signed this Agreement shall be deemed to have consented to, charges and disbursements of counsel approved or accepted or to be satisfied with, each of document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Administrative Agent and shall have received notice from such Bank prior to the Noteholders have been paid by the Issuerproposed Effective Date specifying its objection thereto.

Conditions Precedent to Effectiveness. The As conditions precedent to the Closing Date and the effectiveness of this Amendment is subject to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and the satisfaction of the following conditionsAgreement: (a1) Except to the Administrative Agent (or its counsel) and extent permitted to be delivered after the Noteholders (or their counsel) Closing Date pursuant to Section 7.17, the Borrower Parties shall have received this Amendment, duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and or shall have caused to be delivered to the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein; (b) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) a duly executed copy of the Second Term Loan Amendment, in form and substance satisfactory to the Required NoteholdersAdministrative Agent, the Collateral Agent, the Lenders and their counsel and duly executed (if applicable) by the appropriate Persons (if requested, with sufficient copies for each of the Lenders), each of the following: (A) This Agreement; (B) To the extent requested by any applicable Lender at least three (3) Business Days prior to the Closing Date, a Revolving Loan Note payable to such Lender; (C) The REIT Guaranty; (D) The Subsidiary Guaranty; (E) The Pledge Agreement; (F) A certificate of the Secretary, Assistant Secretary or other Responsible Officer of each Borrower Party (or such Borrower Party’s general partner, managing member, manager or sole member, if applicable) attaching and certifying (i) the Certificate of Limited Partnership, Articles of Incorporation, Articles of Organization, Certificate of Formation or equivalent registered Organizational Document of such Borrower Party, certified by the Secretary of State of such Borrower Party’s state of incorporation or formation, (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreementlimited partnership agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”); (c) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date)equivalent Organizational Document of such Borrower Party, (yiii) its articles or certificate the resolutions duly adopted by the Board of incorporation, certificate of organization or limited partnership, or other registered organizational documents Directors of such Note Borrower Party (or certifying that its articles the general partner, managing member, manager or certificate sole member of incorporationsuch Borrower Party, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (zif applicable) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing approving the execution, delivery and performance of this Amendment the Loan Documents on behalf of such Borrower Party, (iv) a certificate of good standing or analogous documentation for such Borrower Party dated as of a recent date from the Secretary of State of such Borrower Party’s state of incorporation or formation and the other Note Documents to which it is (v) a party and certifying certificate of incumbency containing the name, title and true signature of each officer of such Note Borrower Party executing this Amendment and (or the Note general partner, managing member, manager or sole member of such Borrower Party, if applicable) authorized to sign the Loan Documents to which it such Borrower Party is a party; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates party on behalf of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note such Borrower Party; (eG) Mortgaged Property Deliverables as requested by the Administrative Collateral Agent with respect to each Mortgaged Property; (or its counselH) and Opinions of counsel for the Noteholders (or their counsel) shall have received a certificate Borrower Parties dated as of the Second Amendment Effective Closing Date; (I) From a Responsible Officer of MAC, a Closing Certificate dated as of the Closing Date; (J) Evidence satisfactory to the Administrative Agent that all fees required to be paid by the Borrower on or before the Closing Date have been, or will upon the initial funding of the Loans on the Closing Date be, paid in full, including, without limitation, the Participating Lender Upfront Fee (as defined in the Fee Letter); (K) Evidence satisfactory to the Administrative Agent that all reasonable costs and signed expenses of the Administrative Agent, the Collateral Agent, and the Joint Lead Arrangers, including, without limitation, fees of outside counsel and fees of third party consultants and appraisers, required to be paid by the Borrower on or prior to the Closing Date have been, or will upon the funding of the Loans on the Closing Date be, paid in full; (L) The certificates representing the shares of Capital Stock pledged pursuant to the Pledge Agreement (to the extent certificated), together with an undated stock power for each such certificate executed in blank by a Responsible Officer of the pledgor thereof; (iM) certifying The results of a recent lien search in each of the material jurisdictions in which Uniform Commercial Code financing statements or other filings or recordations should be made to evidence or perfect security interests in the assets of the Borrower Parties subject to the Security Documents; (N) The Administrative Agent shall have received at least two (2) weeks before the Closing Date all documentation and other information about the Borrower and the Guarantors that immediately shall have been reasonably requested by the Administrative Agent or the Lenders in writing at least three (3) weeks prior to the Closing Date and that the Administrative Agent and the Lenders reasonably determine is required by the Administrative Agent’s or any Lender’s internal policies and/or U.S. and/or any applicable foreign regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation PATRIOT Act and the Beneficial Ownership Regulation (including, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower as required by the Beneficial Ownership Regulation for each Lender that so requests (which request shall be made through the Administrative Agent)), and the Administrative Agent and the Lenders shall have completed and be satisfied with their “know your customer” due diligence and procedures, anti-financial crime compliance approvals and client on-boarding procedures; (O) A Borrowing Base Certificate demonstrating that the Borrowing Base Amount as of such date will be greater than or equal to the total Revolving Credit Exposures (calculated on a pro forma basis after giving effect to the consummation extensions of credit on the Closing Date) on such date; (P) A duly executed Borrowing Request for each Borrowing on the Closing Date; (Q) Proper financing statements (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Pledge Agreement; (R) [Reserved]; (S) A Compliance Certificate demonstrating that MAC and the Borrower are in compliance, on a pro forma basis after giving effect to the Transactions occurring on the Closing Date, with the covenants set forth in Section 8.11 as of the transactions contemplated last day of the most recently ended Fiscal Quarter for which financial statements were required to occur on have been delivered pursuant to Section 7.1 of the Second Amendment Effective Date, Original Credit Agreement; and (AT) no Default or Event Each Assignment and Subordination of Default exists or will result therefrom, Property Management Agreement referenced in clause (Ba) all of the definition thereof. (2) All representations and warranties of each Note Party the Borrower Parties set forth herein and in the Note other Loan Documents are true shall be accurate and correct complete in all material respects (other than those representations as if made on and warranties as of the Closing Date, unless any such representation and warranty speaks as of a particular date, in which case it shall be accurate and complete in all material respects as of such date; provided that, in each case, any representation or warranty that are expressly is qualified by “as to materiality or Material Adverse Effect” Effect or other materiality, which representations and warranties similar language shall be true and correct in all respectsrespects subject to such qualifiers. (3) There shall not have occurred and (C) since the date be continuing as of the financial statements Closing Date any Event of Default or Potential Default. (4) The Closing Date Payments shall have been consummated, or shall be consummated substantially concurrently with the initial funding of the Issuer described in Section 4.4 of Loans hereunder on the Existing Note Purchase AgreementClosing Date. (5) Since the Statement Date, there shall not have been no change which has had occurred any change, occurrence or development that could reasonably be expected expected, in the good faith opinion of the Administrative Agent or the Lenders, to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation . The making of the transactions contemplated to occur initial Loans by the Lenders hereunder on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed Closing Date shall conclusively be deemed to constitute an acknowledgement by the Administrative Agent but otherwise substantially in Agent, the form delivered to the Term Loan Agent on the Second Amendment Effective Date; and (f) the Administrative Agent Collateral Agent, each Issuing Lender and the Noteholders shall have received evidence each Lender that all fees, charges and disbursements of counsel to each of the Administrative Agent and the Noteholders conditions precedent set forth in this Section 5.1 shall have been paid satisfied in accordance with its respective terms or shall have been irrevocably waived by the Issuersuch Person.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to This Agreement shall become effective on the truth and accuracy of date (the warranties and representations set forth in Sections 4 and 5 below and the satisfaction of “Effective Date”) that the following conditionsconditions precedent have been satisfied: (a) The Borrower shall have paid all fees and expenses of the Administrative Agent (or its counsel) and the Noteholders Lenders payable hereunder and accrued as of the Effective Date (or their counsel) shall have received this Amendment, duly executed including the accrued fees and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and expenses of counsel to the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein;). (b) On the Effective Date, the following statements shall be true and the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) a duly executed copy The representations and warranties contained in Section 4.01 are correct in all material respects on and as of the Second Term Loan AmendmentEffective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Required Noteholders, Administrative Agent and (except for the Notes) in sufficient copies for each Lender: (i) Executed counterparts of this Agreement from all parties hereto. (ii) If requested by a duly executed copy of that certain Amendment no. 1 Lender, a Note payable to the First Lien Intercreditor order of such Lender, in a principal amount equal to each such Lender’s Commitment. (iii) Certified copies of the resolutions of the Board of Directors (or committee thereof) of the Borrower and each other Loan Party approving this Agreement, in the form attached hereto as Exhibit A (Notes and each Guaranty to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement, the “ICA Amendment”);Notes and each Guaranty. (civ) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a A certificate of the Secretary or an Assistant Secretary of each Note Loan Party in form certifying the names and substance satisfactory to true signatures of the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents officers of such Note Loan Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since authorized to sign the Original Closing Date), and (z) 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 Note Loan Documents to which it is a party and the other documents to be delivered hereunder. (v) A Subsidiary Guaranty executed by each Subsidiary Guarantor, and the Parent Guaranty duly executed by the Parent and IHCL. (vi) An opinion of ▇▇▇▇▇▇ & Bird LLP, counsel for the Borrower and certain other Loan Parties, in substantially the form of Exhibit F attached hereto. (vii) An opinion of Linklaters, English counsel for IHCL, in substantially the form of Exhibit G attached hereto and to such other matters as any Lender through the Administrative Agent may reasonably request. (viii) An opinion of ▇▇▇▇▇▇▇, Bermuda counsel for the Parent, in substantially the form of Exhibit H attached hereto and to such other matters as any Lender through the Administrative Agent may reasonably request. (ix) An acceptance of the appointment of the Process Agent (as such term is defined in Section 8.12) for each of the Parent and IHCL. (x) A certificate signed by the chief financial officer of the Borrower certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a party;current Debt Ratings. (d) All amounts outstanding, if any, under the Existing Credit Agreement shall have been paid, and the Existing Credit Agreement shall have been terminated (including termination of all commitments thereunder) in writing satisfactory to the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party;Agent. (e) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the Consolidated financial statements of the Issuer described in Section 4.4 of Parent and its Subsidiaries for the Existing Note Purchase Agreementfiscal quarter ended March 31, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; 2009 and (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation financial projections of the transactions contemplated to occur Parent and its Subsidiaries on a Consolidated basis for the Second Amendment Effective Date; fiscal years ended 2009, 2010 and (iii) that attaches a duly completed 2011, in each case, in form and executed Compliance Certificate addressed substance reasonably satisfactory to the Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Amendment Effective Date; and (f) the Administrative Agent and the Noteholders shall have received evidence that all fees, charges and disbursements of counsel to each of the Administrative Agent and the Noteholders have been paid by the IssuerAgent.

Conditions Precedent to Effectiveness. The effectiveness of this This Seventh Amendment is subject to the truth and accuracy shall become effective as of the warranties and representations set forth in Sections 4 and 5 below and the date hereof only upon satisfaction of the following conditionsconditions precedent: (a) the due execution and delivery of a counterpart signature page to this Seventh Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received this Amendment, duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and the Administrative Hermes Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein; (b) the receipt by Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) of a duly executed copy of (i) the Second Term Loan A&R Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Restructuring as Administrative Agent shall reasonably request; (c) Borrower and Collateral Agent shall have entered into an amendment to the Security Agreement, substantially in the form of Exhibit D (the “Security Agreement Amendment”); (d) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (e) Borrower shall have prepared for filing on the Effective Date a UCC-3 amendment to UCC financing statement number 2010 3626961 amending the collateral description therein to conform to the Security Agreement Amendment, which UCC-3 amendment shall be in form and substance satisfactory to the Required Noteholders, Administrative Agent and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”)Collateral Agent; (cf) the receipt by Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate Hermes Agent of the Secretary or Assistant Secretary of following, each Note Party in form and substance reasonably satisfactory to the Required Noteholders, attaching and certifying Administrative Agent: (i) copies of (x) its bylawseach Organizational Document of each of the Credit Parties, or partnership agreement or limited liability company agreement (or certifying that its bylawsin form and substance reasonably satisfactory to Administrative Agent, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since executed and delivered by each Credit Party and certified as of the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents Execution Date by a Responsible Officer of such Note Credit Party as being in full force and effect without modification or amendment; (or certifying that its articles or certificate ii) signature and incumbency certificates of incorporation, certificate the Responsible Office of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and each Credit Party executing this Seventh Amendment; (ziii) the resolutions of its board the Board of directors Directors or other equivalent similar governing body, or comparable organizational documents body of each Credit Party approving and authorizations, authorizing the execution, delivery and performance of this Seventh Amendment and the other Note Documents to which it is a party agreements executed and certifying the namedocuments delivered in connection herewith, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a party; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated certified as of the Second Amendment Effective Date and signed by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; and (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date; (g) receipt by Administrative Agent of evidence of insurance coverage for Borrower and the Deer Run Mine satisfying the requirements of the Transaction Documents, which insurance shall name Administrative Agent as lender loss payee and additional insured thereunder (solely with respect to policies insuring Collateral, as defined in the Security Agreement), and shall otherwise be in form and substance reasonably satisfactory to Administrative Agent, together with evidence that such policy or policies are in full force and effect; (h) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Seventh Amendment or any document, instrument, agreement delivered pursuant to this Seventh Amendment or otherwise in connection with the Specified Defaults, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Effective Date; (i) certifying that immediately after giving effect receipt by Administrative Agent and Hermes Agent of the written consent of Hermes to the consummation amendment of the transactions contemplated Hermes Export Credit Guarantee Documents to occur on reduce the Second Amendment Effective Date, (A) no Default or Event repayment period described therein to reflect the advancement of Default exists or will result therefrom, (B) all representations and warranties of each Note Party the Maturity Date set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materialitySection 3 herein, which representations and warranties written consent shall be true in form and correct in all respectssubstance satisfactory to Administrative Agent and Hermes Agent; (j) and (C) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there Borrower shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed paid to the Administrative Agent but otherwise substantially on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the form delivered amount of $10,000; (k) Borrower shall have paid to the Term Loan Administrative Agent on or prior to the Second Amendment Effective Date, $125,000, which amount is the amount of administrative agency fees due and owing to the Administrative Agent as of the Effective Date pursuant to Section 5.2 of the Credit Agreement and the Fee Letter; and (fl) Borrower shall have paid to the Administrative Agent and on the Noteholders shall have received evidence that Effective Date, for the ratable benefit of the undersigned Lender (constituting all feesLenders under the Credit Agreement as of the Effective Date), charges and disbursements the estimated amount of counsel the Fixed Interest Rate Breakage Costs to each of be incurred by such Lender in connection with this Seventh Amendment, as notified by the Administrative Agent to the Borrower on or before the second Business Day prior to the Effective Date (it being understood by Borrower and the Noteholders have been paid Administrative Agent that within two (2) Business Days following the Effective Date, Borrower shall pay to the Administrative Agent the excess, if any, of the actual amount of one hundred percent (100%) of the Fixed Interest Rate Breakage Costs incurred by such Lender in connection with this Seventh Amendment over such estimated amount, or, if such estimated amount exceeds the Issueractual amount thereof, the Administrative Agent shall refund the amount of such excess to the Borrower.

Conditions Precedent to Effectiveness. The ------------------------------------- effectiveness of this Amendment Amended and Restated Receivables Financing Agreement is subject to the truth and accuracy of condition precedent that the warranties and representations set forth in Sections 4 and 5 below and the satisfaction of the following conditions: (a) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) Administrator shall have received this Amendmentreceived, duly executed and delivered by on or before the Issuer, Holdingsdate of such effectiveness, the Noteholders constituting the Required Noteholders following, each (unless otherwise indicated) dated such date and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein; (b) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) a duly executed copy of the Second Term Loan Amendment, in form and substance satisfactory to the Required Noteholders, and Administrator: (iia) a duly executed A copy of that certain Amendment no. 1 the resolutions of the Board of Directors of each of the Company and AnnTaylor approving this Agreement and the other Transaction Documents to which it is a party to be delivered by it hereunder and the First Lien Intercreditor Agreementtransactions contemplated hereby, in certified by its Secretary or Assistant Secretary; (b) Good standing certificates for the form attached hereto as Exhibit A (Company issued by the “ICA Amendment”)Secretaries of State of Delaware and Connecticut; good standing certificates for AnnTaylor issued by the Secretaries of State of New York and Delaware; (c) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a A certificate of the Secretary or Assistant Secretary of each Note Party in form of the Company and substance satisfactory AnnTaylor certifying the names and true signatures of the officers authorized on its behalf to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) 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 sign this Amendment Agreement and the other Note Transaction Documents to be delivered by it hereunder (on which it is certificate the Administrator and Lender may conclusively rely until such time as the Administrator shall receive from the Company or AnnTaylor, as the case may be, a party and certifying revised certificate meeting the name, title and true signature requirements of each officer of such Note Party executing this Amendment and the Note Documents to which it is a partysubsection (c)); (d) The Certificate of Incorporation of each of the Administrative Agent (or its counsel) Company and the Noteholders (or their counsel) shall have received certificates of good standing or existenceAnnTaylor, as may be available from duly certified by the Secretary of State of Delaware, as of a recent date acceptable to Administrator, together with a copy of the jurisdiction of organization by-laws of each Note Partyof the Company and AnnTaylor, duly certified by the Secretary or an Assistant Secretary of the Company or AnnTaylor, as the case may be; (e) Copies of proper assignments of, and amendments to, the Administrative Agent financing statements (Form UCC-1) filed in connection with the transactions contemplated by the Original Financing Agreement, and copies of proper financing statements (Form UCC-1) naming the Company as the debtor and Lender as the secured party, filed or its counseldelivered to the Lender or the Administrator for filing; (f) A search report updating the search report delivered in connection with the Original Financing Agreement provided in writing to the Administrator by LEXIS Document Service, listing all effective financing statements that name the Company or AnnTaylor as debtor and that are filed in the Noteholders jurisdictions in which filings were made pursuant to subsection (e) above and in such other ------------- jurisdictions that Administrator shall reasonably request, together with copies of such financing statements (none of which shall cover the Receivables Pool or their counselany interests therein other than those in favor of Clipper); (g) shall have received a certificate dated as Duly executed copies of Lock-Box Agreements with each of the Second Amendment Effective Date and signed by a Responsible Officer Lock-Box Banks; (h) Opinions of (i) certifying that immediately after giving effect to Skadden, Arps, Slate, Meagher & Flom, s▇▇▇▇▇▇ counsel t▇ ▇▇e Company, in substantially the consummation form of the transactions contemplated to occur on the Second Amendment Effective DateExhibits 5.01(h)-(i), (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects5.01(h)-(iii) and 5.01(h)- ------------------- ------------- -------- (C) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreementiv), there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that Jocelyn F.L. Barandiara▇, ▇▇▇▇ral co▇▇▇▇▇ ▇▇▇ ▇he ---------- Company, in substantially the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation form of the transactions contemplated to occur on the Second Amendment Effective Date; Exhibit 5.01(h)-(ii) ------------------- and (iii) that attaches Tyler, Cooper & Alcorn, specia▇ ▇▇▇▇ect▇▇▇▇ (i) Such powers of attorney as the Administrator shall reasonably request to enable the Administrator to collect all amounts due under any and all Pool Receivables; (j) A pro forma Information Package, assuming a Cut- --------- Off Date of October 27, 1995; (k) The Assignment Agreement, duly completed executed by Clipper, State Street, Lender and the Administrator; (l) The Liquidity Agreement, duly executed Compliance Certificate addressed by Lender, the Liquidity Agent and each Liquidity Bank; (m) The Spread Account Agreement, duly executed by the parties thereto; (n) An amendment to the Administrative Agent but otherwise substantially in Purchase Agreement, duly executed by the form delivered to Company and AnnTaylor; (o) The Note, duly executed by the Term Loan Agent on the Second Amendment Effective DateCompany; and (fp) the Administrative Agent and the Noteholders shall have received evidence that all feesThe Fee Letter, charges and disbursements of counsel to each of the Administrative Agent and the Noteholders have been paid duly executed by the Issuer.Company and

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is shall be subject to the truth satisfaction or waiver by the Refinancing Revolving Lenders, the Refinancing Term Lenders and accuracy the 2-10 Acquisition Incremental Term Lenders of the warranties and representations set forth in Sections 4 and 5 below and 10 following conditions precedent (the satisfaction of date on which such conditions precedent are first satisfied or waived, the following conditions:“Amendment No. 2 Effective Date”): (a) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received counterparts of this AmendmentAmendment that, duly executed and delivered by when taken together, bear the Issuersignatures of (i) the Borrower, Holdings(ii) the other Loan Parties party hereto, the Noteholders constituting the Required Noteholders and (iii) the Administrative Agent, (iv) each of the Refinancing Revolving Lenders, (v) each of the Issuing Banks under the Amended Credit Agreement, (vi) each of the Refinancing Term Loan Lenders and (vii) each of the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein;2-10 Acquisition Incremental Term Loan Lenders. (b) The Borrower shall have, substantially concurrently with the making of the Refinancing Term Loans, paid all principal of, and all accrued and unpaid interest, fees and other amounts, if any, on (i) the Revolving Loans outstanding immediately prior to the effectiveness of this Amendment, if any, (ii) the Swing Line Loans outstanding immediately prior to the effectiveness of this Amendment, if any, and (iii) the Existing Term Loans outstanding immediately prior to the effectiveness of this Amendment. (c) The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received the following: (i) a duly the executed copy legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Second Term Loan AmendmentParties, in form and substance reasonably satisfactory to the Required Noteholders, and Administrative Agent; and (ii) a duly the executed copy legal opinion of that certain Amendment no. 1 ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP, special Wisconsin counsel to the First Lien Intercreditor AgreementLoan Parties, in form and substance reasonably satisfactory to the form attached hereto as Exhibit A (the “ICA Amendment”);Administrative Agent. (cd) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate of from the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory to Borrower, dated the Required NoteholdersAmendment No. 2 Effective Date, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), representations and (z) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance warranties set forth in Section 6 of this Amendment and the other Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a party; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly or in all respects if qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date as of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Amendment Effective Date; and (f) the Administrative Agent and the Noteholders shall have received evidence that all fees, charges and disbursements of counsel to each of the Administrative Agent and the Noteholders have been paid by the Issuer.No. 2

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is Agreement and the obligations of each Term Lender and Revolving Credit Lender to fund its respective Loans shall be subject to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and the satisfaction of the following conditions:conditions precedent (the first Business Day on which such conditions precedent are so satisfied, the “Closing Date”): (a) the Administrative The Agent (or its counsel) and the Noteholders (or their counsel) shall have received this Amendment, duly executed counterparts of this Agreement and delivered each of the other Loan Documents requested by the Issuer, Agent from Holdings, the Noteholders constituting Borrower, each other Loan Party party thereto, each Lender and Issuing Bank as of the Required Noteholders Closing Date and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein;. (b) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) a duly executed copy of on or before the Second Term Loan AmendmentClosing Date the following, in form and substance reasonably satisfactory to the Required Noteholders, Agent and (iiexcept for any Notes) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”);sufficient copies for each Lender: (ci) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a A certificate of the Secretary or Assistant Secretary of each Note Loan Party in form and substance satisfactory to dated the Required Noteholders, attaching Closing Date and certifying copies (A) that attached thereto is a true and complete copy of the by-laws (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents document) of such Loan Party as in effect on the Closing Date and authorizationsat all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or comparable governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the Borrowing under the Facilities, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or comparable organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (iii) below and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party. (ii) A certificate of another Responsible Officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above. (iii) Certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the Closing Date, certified as of a recent date by the Secretary of State (or comparable entity) of the jurisdiction of its organization, and a certificate as to the good standing (where such concept is applicable) of each Loan Party as of a recent date, from such Secretary of State (or comparable authority). (iv) A favorable opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for Holdings, the Borrower and the other Note Loan Parties, dated as of the Closing Date, addressed to the Administrative Agent, each Collateral Agent, the Issuing Bank and each Lender in form and substance reasonably satisfactory to the Agent and covering such other matters relating to the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents Transactions as the Agent shall reasonably request, and each of Holdings and the Borrower hereby requests such counsel to which it is deliver such opinion. (v) Any Notes, to the extent requested at least three Business Days prior to the Closing Date by any Lender pursuant to Section 2.16. (c) The Administrative Agent shall have received a party;Notice of Borrowing as required under Section 2.02 and in the form attached hereto as Exhibit B. (d) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available a solvency certificate from the Secretary of State of the jurisdiction of organization a Financial Officer of each Note Party;of Holdings and the Borrower in the form attached hereto as Exhibit F-1 and Exhibit F-2, respectively. (e) the Administrative Agent (or its counsel) The Spinco Internal Reorganization and the Noteholders Spinco Transfer shall be consummated in all material respects substantially concurrently with the initial funding of the Spinco Facilities in all material respects in accordance with the Spinco Separation Agreement and the Acquisition Agreement, and the Spinco Distribution and the Spinco Acquisition (or their counseland the Spinco Merger) shall have received a certificate dated as of been consummated, or shall be consummated substantially contemporaneously with the Second Amendment Effective Date initial funding under the Facilities, in all material respects in accordance with the Spinco Separation Agreement and signed by a Responsible Officer the Acquisition Agreement (in each case without (i) certifying that immediately after giving effect any waiver of a closing condition by Holdings or any of its Affiliates, (ii) any waiver of any kind (other than a waiver of the type described in the foregoing clause (i)) by any Person or (iii) any amendment, modification or supplement thereof by any Person or any consent or election thereunder by any Person (any one of the foregoing, a “Modification”) that, in any such case, is material and adverse to the consummation Arrangers or the Lenders (in each case, in their capacities as such) without the prior written consent of the transactions contemplated to occur on the Second Amendment Effective Date, Arrangers) (Ait being understood and agreed that any Modification that results in (y) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth any increase in the Note Documents are amount of the Borrower Special Dividend from $1,029,210,261 shall be deemed to be materially adverse to the Lenders and the Arrangers or (z) an increase in the amount of the Spinco Special Cash Payment of greater than 10% from $1,800,000,000 shall be deemed to be materially adverse to the Lenders and the Arrangers). The Acquisition Agreement, the Spinco Separation Agreement and all other related documentation shall be in form and substance reasonably satisfactory to the Arrangers; provided that (x) the Acquisition Agreement provided to the Arrangers on January 26, 2016 is satisfactory to the Arrangers and (y) the Spinco Separation Agreement provided to the Arrangers on January 26, 2016 is satisfactory to the Arrangers. The Acquisition Agreement Representations shall be true and correct and the Specified Representations shall be true and correct in all material respects (other than those representations and warranties that are expressly or in all respects if separately qualified by “materiality or Material Adverse Effect” ). The Administrative Agent shall have received a certificate, dated the Closing Date, from a Financial Officer of each of Holdings and the Borrower certifying compliance with this Section 3.01(e). (f) All fees required to be paid by Holdings and the Borrower hereunder or as separately agreed by Holdings or the Borrower and any of the Arrangers or the Lenders, in each case on or prior to the Closing Date, and, to the extent invoiced at least three Business Days prior to the Closing Date, all invoiced expenses of the Agent and the Arrangers relating hereto (including those of counsel to the Agent and the Arrangers), shall have in each case been paid (which amounts may be offset against the proceeds of the Loans on the Closing Date). (g) All Indebtedness and any other materialityamounts due or outstanding under the Existing Credit Agreement shall have been, which representations or substantially contemporaneously with the initial funding under the Facilities shall be, repaid in full, all commitments in respect thereof shall have been terminated and warranties all guarantees thereof (if any) and security therefor (if any) discharged and released. After giving effect to the Transactions and the other transactions contemplated hereby, Holdings and the Restricted Subsidiaries (including the Acquired Business) shall not have any outstanding Indebtedness for borrowed money or preferred stock other than the Indebtedness under the Facilities and the Spinco Facilities, (b) the Borrower’s 7.125% Notes due 2032, the Borrower’s 5.50% Notes due 2033, the 2020 Notes and the 2040 Notes. (h) Since December 31, 2015, there shall not have occurred any Spinco Material Adverse Effect. (i) The initial funding under the Spinco Facilities shall have been consummated prior to, or shall be true consummated substantially contemporaneously with, the initial funding under the Facilities. (j) The Agent and correct the Arrangers shall have received: (a)(i)audited Consolidated balance sheets and related statements of income, comprehensive income, stockholders’ equity and cash flows of Holdings and the Subsidiaries for the fiscal years ended January 31, 2014, January 30, 2015 and January 1, 2016, and (ii) unaudited Consolidated balance sheets and related statements of income, comprehensive income and cash flows of Holdings and the Subsidiaries for each fiscal quarter (other than any fourth fiscal quarter) ended after January 1, 2016 and at least 45 days prior to the Closing Date; (b)(i) the Spinco Audited Financial Statements (as defined in all respectsthe Acquisition Agreement) and (Cii) since the date unaudited combined and Consolidated financial statements, including the combined and Consolidated balance sheets and the combined and Consolidated statements of earnings, cash flows and parent equity, of (x) the Spinco Business and (y) Spinco (before giving effect to the Spinco Internal Reorganization and the Spinco Transfer) for each fiscal quarter ended after December 31, 2015 (other than any fourth fiscal quarter) and at least 50 days prior to the Closing Date (or, in the case of the first fiscal quarter ended in 2016, 55 days), and (c) a pro forma Consolidated balance sheet and related pro forma Consolidated statement of income of Holdings and the Restricted Subsidiaries as of, and for the twelve-month period ending on, the last day of the most recently completed four-fiscal quarter period for which financial statements of the Issuer described Holdings pursuant to clause (a) above has been delivered, in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately each case prepared after giving effect to the consummation Transactions as if the Transactions had occurred as of such date (in the transactions contemplated to occur on case of such balance sheet) or at the Second Amendment Effective Datebeginning of such period (in the case of such income statement); and (iiiiv) that attaches a duly completed all other financial, marketing and executed Compliance Certificate addressed other information reasonably requested by any Arranger and customarily provided by borrowers in the preparation of the Information Memorandum. (k) The Agent and the Arrangers shall have received, at least three Business Days prior to the Administrative Closing Date, 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 the Patriot Act, to the extent requested in writing at least ten Business Days prior to the Closing Date by the Agent but otherwise substantially or the Arrangers. (l) Each Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of each of Holdings and the Borrower. (m) The Security and Guarantee Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The applicable Collateral Agent, on behalf of the applicable Secured Parties, shall have a perfected first priority security interest in the form Collateral (subject to applicable Liens permitted under Section 6.01 of this Agreement) described in each Security and Guarantee Document. (n) Each document (including any UCC financing statements but excluding any Mortgages) required by the Security and Guarantee Documents or under applicable law or reasonably requested by any Collateral Agent to be filed, registered or recorded in order to create in favor of any Collateral Agent, for the benefit of the Lenders and the other Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other person (subject to applicable Liens permitted under Section 6.01 of this Agreement), shall have been filed, registered or recorded or delivered to the Term applicable Collateral Agent in proper form for filing, registration or recordation. On or prior to the Closing Date, the applicable Collateral Agent shall have received all Pledged Collateral (as defined in the Guarantee and Collateral Agreement) required to be delivered to such Collateral Agent pursuant to the Guarantee and Collateral Agreement, together with undated proper instruments of assignment duly executed by the applicable Loan Party in blank and such other instruments or documents as such Collateral Agent on the Second Amendment Effective Date; andmay reasonably request. (fo) Other than as set forth in Section 5.12, (i) each of the Administrative Security and Guarantee Documents, in form and substance reasonably satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the applicable Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.01 of this Agreement, (iii) if applicable, each such Security and Guarantee Document shall have been filed and recorded in the Noteholders recording office as specified in the Perfection Certificate (or a lender’s title insurance policy, in form and substance reasonably acceptable to such Collateral Agent, insuring such Security and Guarantee Document as a first lien on such Mortgaged Property (subject to applicable Liens permitted under Section 6.01 of this Agreement) shall have been received by such Collateral Agent) and, in connection therewith, such Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (iv) such Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by such Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than Permitted Liens, together with such surveys, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by such Collateral Agent or the Lenders. Notwithstanding the foregoing, if, after the use by the Loan Parties of commercially reasonable efforts to cause the conditions relating to the collateral and guarantee matters set forth in Section 3.01(n) and Section 3.01(o) above to be satisfied as of the Closing Date (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement or the delivery of certificates representing such Equity Interests of the Borrower, together with stock powers or other instruments of transfer with respect thereto endorsed in blank and the security agreement giving rise to the security interest therein), such conditions shall not be a condition precedent to the effectiveness of this Agreement on the Closing Date, but shall be accomplished as promptly as practicable after the Closing Date and in any event within any applicable period specified on Schedule 5.12 (which shall be no later than the date that all feesis 90 days following the Closing Date, charges and disbursements unless a later date is otherwise agreed to by the Agent in its reasonable discretion). Without limiting the generality of counsel the provisions of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 3.01, each Lender as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each of document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent and shall have received written notice from such Lender prior to the Noteholders have been paid by the IssuerClosing Date specifying its objection thereto.

Conditions Precedent to Effectiveness. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Amendment is subject to Agreement and each and every provision hereof (such date being the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and the satisfaction of the following conditions:“Agreement Effective Date”): (a) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) Lender shall have received a counterpart of this AmendmentAgreement duly executed and delivered by Borrower; (b) Borrower shall have received a counterpart of this Agreement duly executed and delivered by Lender; (c) Lender shall have received the Restated Senior Exchangeable Note, in the form of Exhibit A attached hereto, duly executed and delivered by the IssuerBorrower; (d) Lender shall have received a counterpart of Amendment No. 2 to that certain Share Pledge Agreement dated as of April 23, Holdings2008, the Noteholders constituting the Required Noteholders by and the Administrative Agentamong Borrower, Lender, as secured party, and Lender, as collateral agent, as amended by Amendment No. 1 to the Confirmation Share Pledge Agreement dated as of Guaranty December 4, 2008, in the form of Exhibit B attached hereto (the “Pledge Agreement Amendment”), duly executed and delivered by the Guarantors listed therein; (b) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) a duly executed copy of the Second Term Loan Amendment, in form and substance satisfactory to the Required Noteholders, and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”); (c) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) 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 Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a party; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note PartyBorrower; (e) Lender shall have received counterparts of Amendment No. 1 to that certain Registration Rights Agreement dated as of April 23, 2008 by and among Synutra International, Inc., a Delaware corporation (the Administrative Agent “Company”), Borrower and Lender, in the form of Exhibit C attached hereto (or its counsel) the “Registration Rights Agreement Amendment”), duly executed and delivered by Borrower and the Noteholders Company; (or their counself) Lender shall have received a certificate dated as counterpart of the Second Amendment Effective Date Drag-Along Agreement, by and signed between Lender and Borrower, in the form of Exhibit D attached hereto (the “Drag-Along Agreement”), duly executed and delivered by Borrower; (g) Borrower shall have received a Responsible Officer counterpart of the Drag-Along Agreement duly executed and delivered by Lender; (h) Lender shall have received a counterpart of the Irrevocable Transfer Agent Instructions, by and among Lender, Borrower, the Company and Computershare, Inc., the Company’s transfer agent (the “Transfer Agent”), in the form of Exhibit E attached hereto (the “Instructions”), duly executed and delivered by each of Borrower, the Company and the Transfer Agent; (i) certifying that immediately after giving effect to the consummation Borrower shall have received a counterpart of the transactions contemplated to occur on Instructions duly executed and delivered by each of Lender and the Second Amendment Effective Date, Transfer Agent; (Aj) no Default or Event of Default exists or will result therefrom, (B) all except for representations and warranties which would otherwise fail to be true and correct solely as a result of each Note Party set forth the occurrence and continuance of the Specified Default, the representations and warranties herein and in the Note and the other Transaction Documents are shall be true and correct in all material respects (other than except for those representations and warranties that are expressly qualified by “materiality or a Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since as of the date hereof, as though made on such date (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date), and Borrower shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by it at or prior to the Agreement Effective Date. Lender shall have received a certificate from Borrower, executed by the director of Borrower and dated as of the financial statements Agreement Effective Date, to the foregoing effect in the form attached hereto as Exhibit F; (k) no Event of Default (other than the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there Specified Default) shall have been no change which has had or could reasonably occurred and be expected to have a Material Adverse Effect; (ii) confirming that continuing on the Note Parties and their Subsidiariesdate hereof, taken as a whole, are Solvent immediately after giving effect to nor shall any Event of Default result from the consummation of the transactions contemplated to occur on herein; (l) Lender shall have received the Second Amendment opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇, Borrower’s outside British Virgin Islands counsel, dated as of the Agreement Effective Date; , in substantially the form of Exhibit G attached hereto; (m) Lender shall have received the opinion of Sidley Austin LLP, Borrower’s outside U.S. counsel, dated as of the Agreement Effective Date, in substantially the form of Exhibit H attached hereto; (n) Borrower shall have delivered to Lender a certificate evidencing the good standing of Borrower in the British Virgin Islands dated as of a date within twenty (20) days prior to the Agreement Effective Date; (o) Borrower shall have delivered to Lender a certified copy of the Borrower Articles (as defined below), as certified by the Registrar of Companies of the British Virgin Islands dated as of a date within twenty (20) days prior to the Agreement Effective Date; (p) Borrower shall have delivered to Lender a certificate, executed by a director of Borrower and dated as of the Agreement Effective Date, certifying the resolutions adopted by Borrower’s Board of Directors approving (i) this Agreement, (ii) the restatement of the Note, as contemplated in the Recitals, (iii) that attaches a duly completed the Pledge Agreement Amendment, (iv) the Registration Rights Agreement Amendment, (v) the Drag-Along Agreement, and executed Compliance Certificate addressed (vi) the transactions contemplated by each of the foregoing, certifying the current versions of the Borrower Articles and certifying as to the Administrative Agent but otherwise substantially signatures and authority of Persons signing the Transaction Documents and related documents on behalf of Borrower, such resolutions in the form of Exhibit F attached hereto; (q) Borrower shall have delivered to Lender a certificate, executed by the Secretary of the Company and dated as of the Agreement Effective Date, certifying the resolutions adopted by the Company’s Board of Directors approving the Registration Rights Agreement Amendment, and the transactions contemplated thereby, certifying the current versions of the Company’s Certificate of Incorporation and the Company’s Bylaws and certifying as to the signatures and authority of Persons signing the Transaction Documents and related documents on behalf of the Company, such resolutions in the form of Exhibit I attached hereto; (r) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated by this Agreement or the other Transaction Documents; (s) Lender shall have perfected its security interest in and to the Pledged Collateral (as defined in the Pledge Agreement) to the reasonable satisfaction of Lender; (t) Borrower shall have delivered to the Term Loan Collateral Agent on (as defined in the Second Amendment Effective DatePledge Agreement) (the “Collateral Agent”) the certificates representing the Pledged Stock (as defined in the Pledge Agreement) and the Powers (as defined in the Pledge Agreement); and (fu) the Administrative Agent and the Noteholders Lender shall have received evidence that all feessuch other information, charges and disbursements of documents, instruments, approvals or legal matters as Lender or its counsel to each of the Administrative Agent and the Noteholders have been paid by the Issuermay reasonably require.

Conditions Precedent to Effectiveness. The effectiveness of this This Twelfth Amendment is subject to the truth and accuracy shall not be effective until each of the warranties and representations set forth in Sections 4 and 5 below and following conditions precedent have been fulfilled or waived prior to or concurrently herewith, each to the satisfaction of the following conditions:Administrative Agent (such date, the “Twelfth Amendment Effective Date”): (a) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) This Twelfth Amendment shall have received this Amendment, been duly executed and delivered by the Issuerrespective parties hereto, Holdings, the Noteholders constituting the Required Noteholders and the Administrative Agent, and the Confirmation Agent shall have received a counterpart of Guaranty attached hereto duly executed and delivered this Twelfth Amendment signed by the Guarantors listed therein;each party hereto. (b) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) a duly certificate of each Loan Party, dated the on or about the date hereof and executed copy by a Responsible Officer of such Loan Party, substantially in the form of Exhibit C to the Credit Agreement, with appropriate insertions and attachments, including (A) the Operating Documents of such Loan Party, (B) the relevant board resolutions or written consents of such Loan Party adopted by such Loan Party for the purposes of authorizing such Loan Party to enter into and perform the Loan Documents to which such Loan Party is party and (C) the names, titles, incumbency and signature specimens of those representatives of such Loan Party who have been authorized by such resolutions and/or written consents to execute Loan Documents on behalf of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its respective jurisdiction of organization. (c) All necessary consents and approvals to this Twelfth Amendment shall have been obtained. (d) No Default or Event of Default shall have occurred and be continuing, after giving effect to the effectiveness of this Twelfth Amendment and the consummation of the Second Term transactions contemplated hereby. (e) After giving effect to this Twelfth Amendment and the consummation of the transactions contemplated hereby, the representations and warranties herein and in the Credit Agreement and the other Loan AmendmentDocuments shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that (i) such representations and warranties relate solely to an earlier date, in which case they shall be true and correct in all material respects (or all respects if clause (ii) below is applicable) as of such earlier date or (ii) such representations or warranties are qualified by materiality in the text thereof, in which case they shall be true and correct in all respects). (f) The Administrative Agent shall have received the Collateral Information Certificate, executed by a Responsible Officer of the Borrower. (g) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying (A) that the conditions specified in Sections 5.2(a) and (e) have been satisfied, and (B) that there has been no event or circumstance since January 31, 2022, that has had or that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (h) The Administrative Agent and each Lender shall have received, prior to the Twelfth Amendment Effective Date, a Certificate of Beneficial Ownership and all documentation and other information requested to comply with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable, for each Loan Party. (i) The Administrative Agent shall have received the results of recent lien searches in any jurisdiction reasonably required by the Administrative Agent, and such searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 7.3 or Liens to be discharged on or prior to the Twelfth Amendment Effective Date. (j) The Administrative Agent shall have received insurance certificates satisfying the requirements of Section 6.6 hereof and Section 5.2(b) of the Guarantee and Collateral Agreement, in form and substance satisfactory to the Required NoteholdersAdministrative Agent. (k) The Administrative Agent shall have received the fee letter agreement, and (ii) a dated as of the Twelfth Amendment Effective Date, duly executed copy of that certain Amendment no. 1 to by the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”);Borrower. (cl) the The Administrative Agent shall have received payment of all costs and all reasonable out-of-pocket expenses in connection with the preparation, negotiation, execution and delivery of this Twelfth Amendment and any documents and instruments relating hereto in accordance with Section 10.5 of the Credit Agreement. (or its counselm) and the Noteholders (or their counsel) The Administrative Agent shall have received a certificate Solvency Certificate from the chief financial officer or treasurer of the Secretary or Assistant Secretary Borrower. (n) The Administrative Agent shall have received the results of a recent intellectual property search (including searches with the United States Patent and Trademark Office and United States Copyright Office) with respect to the Loan Parties, with the results of such searches to be reasonably satisfactory to the Administrative Agent. (o) The Administrative Agent shall have received executed supplements to each Note Party applicable Intellectual Property Security Agreement in form and substance reasonably satisfactory to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) 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 Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a party; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Amendment Effective Date; and (f) the Administrative Agent and the Noteholders shall have received evidence that all fees, charges and disbursements of counsel to each of the Administrative Agent and the Noteholders have been paid by the IssuerAgent.

Conditions Precedent to Effectiveness. The effectiveness of parties hereto agree that this Amendment is subject to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and shall not be effective until the satisfaction of each of the following conditionsconditions precedent: (a) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a copy of this AmendmentAmendment duly completed, duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders Borrower and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed thereinother Loan Parties; (b) the Administrative Agent (or its counsel) and shall receive evidence of concurrent consummation of a related amendment to the Noteholders (or their counsel) Parent Credit Agreement, which shall have received (i) a duly executed copy of the Second Term Loan Amendment, be in form and substance satisfactory reasonably acceptable to the Required Noteholders, and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”)Administrative Agent; (c) the Administrative Agent (or its counsel) and shall receive evidence of concurrent consummation of a related amendment to the Noteholders (or their counsel) Senior Term Loan Credit Agreement, which shall have received a certificate of the Secretary or Assistant Secretary of each Note Party be in form and substance satisfactory reasonably acceptable to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) 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 Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a partyAdministrative Agent; (d) the Administrative Agent (or its counsel) shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the CoBank Parent Term Loan Facility, which shall be in form and substance reasonably acceptable to the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note PartyAdministrative Agent; (e) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the CoBank Borrower Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (or its counself) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of December 17, 2021, among the U.S. Cellular, the lenders party thereto, Citibank, N.A., as administrative agent, and Export Development Canada, as a mandated lead arranger and a lender, which shall be in form and substance reasonably acceptable to the Noteholders Administrative Agent; (or their counselg) the Administrative Agent shall have received payment of all reasonable and invoiced out-of-pocket fees and expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and invoiced fees, charges and disbursements of a certificate dated as single counsel for the Administrative Agent in reasonable detail, and one local counsel in each relevant jurisdiction), in connection with the preparation, negotiation, execution, delivery and administration of this Amendment; and (h) each of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth made in the Note Documents are this Amendment shall be true and correct in all material respects (other than those representations and warranties that are expressly or, to the extent any such representation or warranty is qualified by “as to "materiality" or "Material Adverse Effect” or other materiality, which representations and warranties " shall be true and correct in all respects) on and (C) since the date as of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase AgreementAmendment Effective Date (as defined below), there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties both before and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation amendments contemplated by this Amendment as if such representations and warranties were being made on and as of the transactions contemplated to occur on the Second Amendment 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 as of such earlier date, and the representations and warranties contained in subsections (a) and (iiib) that attaches a duly completed and executed Compliance Certificate addressed of Section 5.05 of the Credit Agreement shall be deemed to refer to the Administrative Agent but otherwise substantially in the form delivered most recent statements furnished pursuant to the Term Loan Agent on the Second Amendment Effective Date; and subsections (fa) the Administrative Agent and the Noteholders shall have received evidence that all fees(b), charges and disbursements respectively, of counsel to each Section 6.01 of the Administrative Agent and the Noteholders have been paid by the IssuerCredit Agreement.

Conditions Precedent to Effectiveness. The effectiveness of this This Amendment is subject to the truth and accuracy shall not be effective until each of the warranties and representations set forth in Sections 4 and 5 below and following conditions precedent have been fulfilled to the satisfaction of the following conditionsAdministrative Agent: (a) This Amendment shall have been duly executed and delivered by the respective parties hereto. The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a fully executed copy hereof. (b) All necessary consents and approvals to this Amendment shall have been obtained. (c) Immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. (d) The representations and warranties set forth in Section 5 of this Amendment shall be true and correct on the Second Amendment Effective Date. (e) The Administrative Agent shall have received (i) the Second Amendment Fee Letter, duly executed and delivered by the IssuerBorrower, Holdings, and (ii) all amounts required to be paid pursuant to the Noteholders constituting Second Amendment Fee Letter. (f) The Administrative Agent shall have received the Required Noteholders results of a recent lien search in each of the Loan Parties’ jurisdictions of organization and each other jurisdiction reasonably required by the Administrative Agent, and such searches shall reveal no Liens on any of the Confirmation assets of Guaranty attached hereto duly executed and delivered the Loan Parties, except for Liens permitted by Section 7.3 of the Guarantors listed therein;Credit Agreement. (bg) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) a duly executed copy of the Second Term Loan Amendment, in form and substance satisfactory to the Required Noteholders, and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”); (c) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory to the Required NoteholdersLoan Party, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) 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 Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a party; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed executed by a Responsible Officer (i) certifying that immediately after giving effect the Secretary, Managing Member or equivalent officer of such Loan Party, substantially in the form of Exhibit C to the consummation of the transactions contemplated to occur on the Second Amendment Effective DateCredit Agreement, with appropriate insertions and attachments, including (A) no Default the Operating Documents of such Loan Party certified, in the case of formation documents, as of a recent date by the secretary of state or Event similar official of Default exists or will result therefromthe relevant jurisdiction of organization of such Loan Party, (B) all representations the relevant board resolutions or written consents of such Loan Party adopted by such Loan Party for the purposes of authorizing such Loan Party to enter into and warranties of each Note perform the Loan Documents to which such Loan Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materialityis party, which representations and warranties shall be true and correct in all respects) and (C) since the date names, titles, incumbency and signature specimens of the financial statements those representatives of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall such Loan Party who have been no change which has had or authorized by such resolutions and/or written consents to execute Loan Documents on behalf of such Loan Party, (ii) a long form good standing certificate for each Loan Party from its respective jurisdiction of organization, and (iii) certificates of foreign qualification from each jurisdiction where the failure of a Loan Party to be qualified could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Amendment Effective Date; and (f) the Administrative Agent and the Noteholders shall have received evidence that all fees, charges and disbursements of counsel to each of the Administrative Agent and the Noteholders have been paid by the Issuer.

Conditions Precedent to Effectiveness. The effectiveness For this Agreement to become effective on the Closing Date, all obligations of this Amendment is subject the Borrowers and L/C Account Parties hereunder incurred at or prior to such date (including, without limitation, the Borrowers' obligations to reimburse the reasonable fees and expenses of counsel to the truth Co-Agents and accuracy of any fees and expenses payable to the warranties and representations set forth in Sections 4 and 5 below Arrangers, the Co-Agents and the satisfaction of Lenders as previously agreed with Interface), shall have been paid in full, and the following conditionsCo-Agents shall have received the following, all in form and substance satisfactory in all respects to the Co-Agents: (a) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received this Amendment, duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and the Administrative Agent, and the Confirmation counterparts of Guaranty attached hereto duly executed and delivered by the Guarantors listed thereinthis Agreement; (b) the Administrative Agent duly completed Notes; (or its counselc) and the Noteholders (or their counsel) shall have received (i) a duly executed copy of Global Amendment and Master Acknowledgement Agreement, the Second Term Loan Amendmentduly executed Indemnity Agreement, the duly executed UK Guaranty and Security Agreement, and all other Security Documents or amendments thereto as the Collateral 104 Agent or the Co-Agents shall require, all in form and substance satisfactory to the Required Noteholders, and (ii) a duly executed copy of that certain Amendment no. 1 to Collateral Agent or the First Lien Intercreditor Agreement, in the form attached hereto Co-Agents as Exhibit A (the “ICA Amendment”)applicable; (cd) certificate of the Administrative Agent Borrowers in substantially the form of EXHIBIT E attached hereto and appropriately completed; (or its counsele) and the Noteholders (or their counsel) shall have received a certificate certificates of the Secretary or Assistant Secretary of each Note Party of the Credit Parties (or, in form and substance satisfactory to the Required Noteholderscase of any Foreign Subsidiary, a comparable company officer) attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) the resolutions of its board the boards of directors or other equivalent (or, in the case of any Foreign Subsidiary, the comparable governing body, or comparable organizational documents and authorizationsbody of such entity) of the Credit Parties, authorizing as applicable (i) the execution, delivery and performance of this Amendment the Credit Documents, and (ii) the other Note Documents granting of the security interest pursuant to which it is the Security Documents; (f) certificates of the Secretary or an Assistant Secretary of each of the Credit Parties (or, in the case of any Foreign Subsidiary, a party and comparable company officer) certifying (i) the name, title and true signature of each officer of such Note Party entities executing this Amendment the Credit Documents, and (ii) the Note Documents to which it is a partybylaws or comparable governing documents of such entities; (dg) certified copies of the Administrative Agent certificate or articles of incorporation of each Credit Party (or its counsel) and the Noteholders (or their counsel) shall have received comparable organizational document of each Foreign Subsidiary), together with certificates of good standing or existence, as may be available from the Secretary of State (or comparable office or registry for each Foreign Subsidiary) of the jurisdiction of incorporation or organization of each Note such Credit Party; (eh) copies of all documents and instruments, including all consents, authorizations and filings, required or advisable under any Requirement of Law or by any material Contractual Obligation of the Credit Parties, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired; (i) [Intentionally Omitted]; (j) acknowledgments from each of ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP as to their appointment as agent for service of process for the various Credit Parties; (k) all outstanding fees and expenses relating to the Letters of Credit outstanding on the Closing Date under the Letter of Credit Agreement; (l) an accounts receivable status report respecting the Domestic Accounts and the UK Account containing the information described in Section 7.20(a) and an accounts payable report prepared in accordance with historical practices consistently applied during the first fiscal quarter of Interface's 2003 fiscal year; (m) [Intentionally Omitted]; (n) certified copies of indentures, credit agreements, instruments, and other documents evidencing or securing Indebtedness of any Consolidated Company described on Schedule 6.18, in any single case in an amount not less than $5,000,000 (or the Dollar Equivalent thereof); (o) certificates, reports and other information as the Co-Agents may request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from matters relating to employees of the Consolidated Companies, including employee relations, collective bargaining agreements, Plans, Foreign Plans, and other compensation and employee benefit plans; (p) certificates, reports, environmental audits and investigations, and other information as the Co-Agents may request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from environmental and employee health and safety exposures to which the Consolidated Companies may be subject, and the plans of the Consolidated Companies with respect thereto; (q) certificates, reports and other information as the Co-Agents may request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from litigation (including without limitation, products liability and patent infringement claims) pending or threatened against the Consolidated Companies; (r) a summary, set forth in format and detail acceptable to the Co-Agents, of the types and amounts of insurance (property and liability) maintained by the Consolidated Companies, together with the statements from each of the Credit Parties' insurance companies required by Section 6.09, acknowledging in favor of Wachovia, as the Collateral Agent, the continued effectiveness of the insurance clauses required by such Section 6.09 and Section 7(b) of the Mortgages pertaining to the loss payable endorsements and its rights as loss payee, assignee and additional insured described therein; (s) the Administrative favorable opinions of (i) ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ counsel to the Credit Parties, substantially in the form of EXHIBIT F-1, (along with a reliance letter substantially in the form of EXHIBIT F-2, regarding those real property opinions delivered by ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP pursuant to the Existing Credit Agreement), (ii) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, United Kingdom counsel to the UK Multicurrency Credit Parties substantially in the form of EXHIBIT G-1, (iii) ▇▇▇▇▇▇ Lintjens, Netherlands counsel to Europe B.V. substantially in the form of EXHIBIT ▇-▇, ▇▇▇ (▇) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Northern Ireland counsel to the UK Multicurrency Credit Parties substantially in the form of EXHIBIT G-3, in each case addressed to the Co-Agents and each of the Lenders, and covering such other matters as either Co-Agent or any Lender may reasonably request; (t) a duly completed certificate of the president, chief financial officer or its counselprincipal accounting officer of Interface as described in Section 7.07(c) given with respect to the financial statements of Interface and the Noteholders Consolidated Companies for the fiscal year ended December 29, 2002; 106 (or their counselu) shall have received a certificate completed Domestic Borrowing Base Certificate and a completed UK Borrowing Base Certificate, each as of June 13, 2003 (and each of which may be delivered together pursuant to the same certificate), and dated as of the Second Amendment Effective Date Closing Date, demonstrating to the satisfaction of the Agents and signed by a Responsible Officer the Required Lenders Excess Availability (iDomestic) certifying that immediately of not less than $30,000,000 (after giving effect to the consummation all Loans made or deemed made, and Letters of the transactions contemplated to occur Credit issued or deemed issued, on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects Closing Date (other than Loans in an amount not to exceed $3,379,530, made on the Closing Date, the proceeds of which constitute cash collateral for certain letters of credit issued by SunTrust pursuant to the terms of the Existing Letter of Credit Agreement, but only to the extent such proceeds are applied as cash collateral for such letters of credit on terms reasonably acceptable to the Domestic Agent)); (v) a sources and uses of funds certificate respecting all Loans to be made on the Closing Date and all payoff letters from each of the Existing Lenders which is not a Lender hereunder; (w) duly executed Control Agreements to the extent required in Section 7.16; (x) a fully completed letter to the Co-Agents designating those representations deposit accounts into which the Co-Agents are to transfer the funds of Borrowings made hereunder; (y) all field exams, appraisals, third-party consultants' reports, lien search results, title commitments, current surveys of real property, environmental reports, third-party consents, and warranties that are expressly qualified all other due diligence and collateral-related items which the Co-Agents in their reasonable credit judgment may require; (z) [Intentionally Omitted]; and (aa) the Initial Assignment and Assumption Agreement shall have been executed and delivered by “Material Adverse Effect” each of the Co-Agents, Interface (for itself and on behalf of all other Borrowers), the Lenders, and the Existing Lenders, providing for the assignment and assumption of the various commitments of, and outstanding principal balances owing to, the lenders under the Existing Agreement to the Lenders. In addition to the foregoing, the following conditions shall have been satisfied or shall have existed, all to the satisfaction of the Co-Agents, as of the time this Agreement becomes effective: (bb) the Loans to be made on the Closing Date and the use of proceeds thereof shall not have contravened, violated or conflicted with, or involved the Co-Agents or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other materialitygovernmental authority; and (cc) all corporate proceedings and all other legal matters in connection with the authorization, which representations legality, validity and warranties enforceability of the Credit Documents shall be true have been reasonably satisfactory in form and correct in all respects) and substance to the Required Lenders; (Cdd) since the date of the most recent financial statements of the Issuer Consolidated Companies described in Section 4.4 of the Existing Note Purchase Agreement6.14(i), there shall have been no change changes in the business, results 107 of operations, financial condition, assets or prospects of any of (i) the Consolidated Companies which has have had or could reasonably be expected to have have, singly or in the aggregate, a Material Materially Adverse Effect; Effect (whether or not any notice with respect to such change has been furnished to the Lenders pursuant to Section 7.07) or (ii) confirming that any Major Division which have had or could reasonably be expected to have, singly or in the Note Parties aggregate, any (A) materially adverse change in (1) the business, results of operations, financial condition, assets or prospects of such Major Division, or (2) the ability of such Major Division (or any of the Persons in such Major Division) to perform their respective obligations under the Credit Documents, or (B) materially adverse effect on the rights and their Subsidiariesremedies of the Co-Agents, taken as a wholethe Collateral Agent and the Lenders under the Credit Documents. (ee) there shall be no actions or proceedings instituted or pending before any court or other governmental authority or, are Solvent immediately after giving effect to the consummation knowledge of any Borrower or any other Credit Party, threatened which reasonably could be expected to have, singly or in the aggregate, a Materially Adverse Effect; (ff) all payments required to be made pursuant to Sections 2.08 and 3.08 shall have been paid in full; (gg) the UK Concentration Accounts shall have been established and a blocked account agreement respecting each UK Blocked Account shall have been fully executed and delivered to the Collateral Agent, in form and substance satisfactory to the Collateral Agent; (hh) termination of the transactions contemplated SunTrust Receivables Facility, including payment of all related obligations thereunder pursuant to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate payoff letter addressed to the Administrative Domestic Agent but otherwise substantially from SunTrust, receipt of UCC termination statements and cancellation of, and other appropriate releases and terminations from, relevant parties pertaining to security interests and pledges granted in connection therewith and regarding termination of such facility, cancellation and return of any Receivables; (ii) the Collateral Agent shall have a first-priority perfected security interest in all Domestic Accounts and in all other Collateral, subject only to those Liens permitted in the form delivered to the Term Loan Agent on the Second Amendment Effective DateCredit Documents; (jj) a duly executed Agreement Regarding Post-Closing Matters; (kk) [Intentionally Omitted]; and (fll) the Administrative Domestic Agent shall be satisfied that, to the extent that any notice is required by any intercreditor agreement with respect to the Senior Subordinated Notes Indenture, the Existing Senior Notes Indenture, or the Additional Senior Notes Indenture, or the Domestic Agent determines that any such notice is desirable, such notice has been given in from and substance satisfactory to the Noteholders Co-Agents. (mm) the Domestic Agent shall have received evidence that all fees, charges and disbursements of counsel to each of the Administrative Agent and the Noteholders have been paid by the Issuer.a SECTION 5.02. [INTENTIONALLY OMITTED]. 108

Conditions Precedent to Effectiveness. The effectiveness of this This Amendment is subject to the truth and accuracy shall become effective as of the warranties and representations set forth in Sections 4 and 5 below and the satisfaction date on which each of the following conditions:conditions precedent are satisfied (such date, the “Third Amendment Effective Date”): (a) the The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received this Amendmentthe following, duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein; (b) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) a duly executed copy of the Second Term Loan Amendment, each to be in form and substance satisfactory to the Required NoteholdersAdministrative Agent: (i) a counterpart of this Amendment duly executed and delivered by the Borrower, all other Loan Parties, all Lenders (including, for the avoidance of doubt, the New Lender and the Term Lenders), and the Administrative Agent; (ii) for any Term Lender (including the New Lender) that has requested a promissory note prior to the Third Amendment Effective Date, such duly executed promissory note issued by the Borrower and payable to such Term Lender that requested the same; (iii) a duly executed copy Notice of Borrowing for the Term A Loan Borrowing, together with a report setting forth the sources and uses of the proceeds thereof, which shall provide that certain Amendment no. 1 to all outstanding Revolving Loans (together with all interest accrued thereon) shall be repaid in full with the First Lien Intercreditor Agreement, in funding of the form attached hereto as Exhibit Term A (the “ICA Amendment”)Loans; (civ) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory to the Required NoteholdersLoan Party, (i) attaching and certifying copies of its bylaws or equivalent governing document; (xii) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) attaching 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 Note Documents to which it is a party and incurrence of Indebtedness hereunder, (iii) certifying the name, title and true signature of each officer of such Note Loan Party executing this Amendment and each of the Note other related Loan Documents to which it is a party; ; (diii) attaching certified copies of the Administrative Agent articles or certificate of incorporation or other registered organizational documents of each Loan Party; and (or its counseliv) and the Noteholders (or their counsel) shall have received certificates attaching a certificate of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization incorporation or organization, as applicable, of each Note Loan Party; (ev) a favorable written opinion of (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇ LLP, Delaware and New York counsel to the Loan Parties, and (B) Nossaman LLP, California counsel to the Loan Parties, in each case, addressed to the Administrative Agent, each Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Amendment, each of the other related Loan Documents and the transactions contemplated herein and therein as the Administrative Agent shall reasonably request (or its counsel) which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Banks and the Noteholders Lenders); (or their counselvi) shall have received a certificate dated as of the Second Third Amendment Effective Date and signed by a Responsible Officer (i) Officer, certifying that immediately (A) before and after giving effect to the consummation funding of the transactions contemplated to occur on the Second Amendment Effective DateTerm A Loans, (Aw) each Loan Party is Solvent, (x) no Default or Event of Default exists or will result therefromexists, (By) all representations and warranties of each Note Loan Party set forth in the Note Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (Cz) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase AgreementDecember 31, 2022, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; Effect and (iiB) confirming that each of the Note conditions set forth in (x) Section 2.23(a)(i) through (viii) of the Existing Credit Agreement have been satisfied and (y) Section 3.2 of the Existing Credit Agreement have been satisfied; (vii) copies of favorable UCC, tax and judgment lien search reports in all necessary or appropriate jurisdictions and under all legal names of the Loan Parties and their SubsidiariesSubsidiaries and the Material Associated Practices, taken as a wholerequested by the Administrative Agent, indicating that there are Solvent immediately after giving effect to the consummation no prior Liens on any of the transactions contemplated Collateral other than Permitted Encumbrances and Liens to occur be released on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Third Amendment Effective Date; and (fviii) at least five (5) days prior to the Third Amendment Effective Date, all documentation and other information required by bank regulatory authorities or reasonably requested by the Administrative Agent or any Lender under or in respect of applicable “know your customer” and anti-money laundering legal requirements including the Patriot Act and, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower. (b) The Borrower shall have paid (i) all fees and expenses required to be paid on or before the Third Amendment Effective Date (including, without limitation, all fees set forth in that certain Third Amendment Engagement and Fee Letter, dated October 5, 2023, by and among Truist Bank, Truist Securities, Inc. and the Noteholders shall have received evidence that all Borrower) and (ii) the reasonable fees, charges and disbursements of counsel to each of for the Administrative Agent and its Affiliates to the Noteholders have been paid extent invoiced at least one (1) Business Day prior to the Third Amendment Effective Date. (c) The representations and warranties in Sections 5 and 6 hereof shall be true and correct in all material respects on and as of the date hereof (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), except to the Issuerextent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the truth This Fifth Amendment, Accession and accuracy Fee Agreement shall become effective when all of the warranties and representations conditions set forth in Sections 4 Section 4(a) shall have been satisfied or waived (the “Agreement Effective Time”). The Sale Transaction Provisions shall become effective when all the conditions set forth in Section 4(b) shall have been satisfied or waived and 5 below concurrently with the Approved Sale (the “Sale Transactions Effective Time”) and the satisfaction of Amendment Transaction Agreements shall become effective when all the following conditions:conditions set forth in Section 4(c) shall have been satisfied or waived by the Required Lenders and, as applicable, Administrative Agent (the “Amendment Transactions Effective Time”; the date on which the Agreement Effective Time occurs, the Sale Transactions Effective Time occurs and the Amendment Transactions Effective Time occurs, the “Fifth Amendment Effective Date”): (a) the Conditions to Effectiveness of this Fifth Amendment, Accession and Fee Agreement. (i) The Administrative Agent (or its counsel) and the Noteholders (or their counsel) Collateral Agent shall have received executed counterparts of this Fifth Amendment, duly executed Accession and delivered Fee Agreement by each of the Issuerfollowing parties, Holdingseach of which shall be originals or facsimiles or “pdf” files unless otherwise specified: (A) the Borrower, the Noteholders constituting the Required Noteholders and (B) each other Loan Party, (C) the Administrative Agent, (D) the Collateral Agent, (E) the Existing AHG Lenders and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein;(F) Surpique LP. (bii) the The Administrative Agent (or its counsel) and and/or the Noteholders (or their counsel) Lenders party hereto shall have received (i) a duly executed copy each of the Second Term Loan Amendmentfollowing, in form and substance satisfactory to which shall be effective as set forth therein (as applicable): (A) (x) the Required Noteholders, Purchase Agreement executed by the buyer and (iiy) a duly executed copy the Escrow Agreement by and among Surpique LP, the Borrower, Farfetch UK Limited and GLAS Americas LLC, dated as of that certain Amendment no. 1 to the First Lien Intercreditor AgreementJanuary 29, in the form attached hereto 2024 (as Exhibit A (amended, restated, amended and restated, modified or supplemented, the “ICA AmendmentEscrow Agreement”); (cB) the Administrative Agent Tax Paper, which shall be in substantially Agreed Form (or its counselas defined in the Transaction Support Agreement) as of the date hereof; (C) the Palm Angels Letter of Undertaking; (D) evidence reasonably satisfactory to the Existing AHG Lenders that the Equity Investors have committed to provide under the A&R LPA to Surpique LP each of the following: (x) immediately after the Sale Transactions Effective Time, the Closing Date Equity Commitments and (y) at any time and from time to time beginning with the date immediately after the Fifth Amendment Effective Date through the date that is one year after the Fifth Amendment Effective Date, additional equity commitments to Surpique LP in an aggregate amount equal to $200,000,000; and (E) the Holdings Subscription Agreement and the Noteholders Parent Subscription Agreement. (or their counseliii) The Approved Sale Term Loan Repurchase Offer (under and as defined in the Credit Agreement) shall have been made prior to the date hereof. (iv) The Administrative Agent, the Collateral Agent and the Lenders party hereto shall have received a certificate all of the Secretary following: (A) a copy of the constitutional documents of New Holdings and New Parent; (B) a copy of resolutions of the board of directors (or Assistant Secretary board of managers or other equivalent body) of each Note Party in form of New Holdings, New Parent, the Borrower and substance satisfactory to the Required Noteholderseach other Loan Party, attaching and certifying copies of each (x) its bylawsapproving the terms of and the transactions contemplated by this Fifth Amendment, or partnership agreement or limited liability company agreement (or certifying Accession and Fee Agreement and the other Loan Documents and resolving that its bylawsit execute the Loan Documents to which it is a party, or partnership agreement or limited liability company agreement have not been amendedincluding any Collateral Documents delivered in connection with this Fifth Amendment, restated or otherwise modified since the Original Closing Date), Accession and Fee Agreement; (y) its articles authorizing a specified person or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since persons to execute the Original Closing Date), and (z) 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 Note Loan Documents to which it is a party on its behalf; and certifying (z) authorizing a specified person or persons on its behalf to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Loan Documents to which it is a party; (dC) a copy of a resolution of the Administrative Agent (or its counsel) shareholders of the New Parent, approving the terms of, and the Noteholders (or their counsel) shall have received certificates of good standing or existencetransactions contemplated by, as may be available from this Fifth Amendment, Accession and Fee Agreement and the Secretary of State of the jurisdiction of organization of each Note Partyother Loan Documents to which it is a party; (eD) the Administrative Agent (certificates of customary resolutions or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as other customary action, incumbency certificates and/or other customary certificates of Responsible Officers of each of the Second Loan Parties, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Fifth Amendment, Accession and Fee Agreement and/or the other Loan Documents to which such party is a party or is to be a party on the Fifth Amendment Effective Date (including specimen signatures of each such Responsible Officer) and signed by a Responsible Officer (i) certifying that immediately after giving effect the resolutions referred to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, in clauses (B) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since above are true, correct and complete and in full force and effect and that the date guaranteeing and securing of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase AgreementTerm Loans would not cause any borrowing, there shall have been no change which has had guaranteeing, securing or could reasonably similar limit binding on it to be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Amendment Effective Dateexceeded; and (fE) the Administrative Agent a customary legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of, solely, existence, power and the Noteholders shall have received evidence that all feesauthority, charges due authorization and disbursements no conflicts with governing documents and applicable laws of counsel each U.S. Loan Party to each of the Administrative Agent enter into this Fifth Amendment, Accession and the Noteholders have been paid by the IssuerFee Agreement.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and the satisfaction (or waiver) of the following conditions:conditions (the time at which all such conditions are so satisfied (or waived) is referred to herein as the “Second Amendment Effective Date”): (a) No Event of Default under Section 8.01(a), (f) or (g) of the Administrative Agent (or its counsel) Credit Agreement shall exist and the Noteholders (or their counsel) shall have received be continuing immediately after giving effect to this Amendment, duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein; (b) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) from each party hereto a duly executed copy counterpart of this Amendment signed on behalf of the Borrower, the Administrative Agent and each Second Amendment Incremental Term Loan AmendmentLender (which, in form and substance satisfactory to the Required Noteholderseach case, and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”may be .pdf copies or delivered by other electronic method); (c) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory Committed Loan Notice relating to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) 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 Second Amendment and the other Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a partyIncremental Term Loans; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received such customary documents and certifications (including certificates of incorporation and bylaws, certificate of resolutions, board minutes or other action, and, if applicable, good standing or existencecertificates) as the Administrative Agent may reasonably require to evidence (A) the identity, as may be available from the Secretary authority and capacity of State each Responsible Officer of the jurisdiction Loan Parties acting as such in connection with this Amendment and the other Loan Documents and (B) that the Loan Parties are duly organized or formed, and that each of organization of each Note Partythem is validly existing and, to the extent applicable, in good standing; (e) the Administrative Agent shall have received a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of the Borrower (or its counsel) after giving effect to this Amendment and the Noteholders borrowing of the Second Amendment Incremental Term Loans) substantially in the form attached as Exhibit H to the Credit Agreement; (or their counself) the Administrative Agent shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) of the Borrower certifying that immediately after giving effect as to the consummation matters set forth in Sections 3(a) and 3(h) of this Amendment; (g) the Administrative Agent shall have received an opinion from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties; (h) subject to the provisions in Section 1.02(i) of the transactions contemplated to occur on Credit Agreement, the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of the Borrower and each Note other Loan Party set forth contained in Article V of the Note Documents are Credit Agreement or any other Loan Document shall be true and correct in all material respects (other than those and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties that are expressly qualified by “Material Adverse Effect” or other materialityspecifically refer to an earlier date, in which representations and warranties case they shall be true and correct in all respectsmaterial respects (and in all respects if any such representation or warranty is already qualified by materiality) and as of such earlier date; (Ci) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there The Administrative Agent shall have been no change which has had or could reasonably be expected to have received a Material Adverse Effect; (ii) confirming that funding direction letter with an attached funds flow memorandum executed by the Note Parties and their SubsidiariesBorrower, taken dated as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Amendment Effective Date; and (fj) to the extent a reasonably detailed invoice therefor has been received by the Borrower at least three (3) Business Days prior to the Second Amendment Effective Date (or such later date as the Borrower may agree), the Administrative Agent shall have been reimbursed by or on behalf of the Borrower for all documented out-of-pocket expenses incurred by it in connection with this Amendment in accordance with and subject to the Noteholders terms of Section 10.04 of the Credit Agreement. (k) The Second Amendment Incremental Term Loan Lenders shall have received evidence all customary documentation and other information with respect to the Loan Parties that all feesis required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, charges including, without limitation, the Patriot Act, in each case that has been reasonably requested by such Second Amendment Incremental Term Loan Lenders at least three (3) Business Days prior to the Second Amendment Effective Date and disbursements of counsel (ii) to each of the Administrative Agent and extent requested by such Incremental Term Loan Lenders at least three (3) Business Days prior to the Noteholders Second Amendment Effective Date, if any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Loan Party shall have been paid by the Issuerdelivered a Beneficial Ownership Certification in relation to such Loan Party.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject This Joinder shall not be effective until the following conditions precedent have each been fulfilled to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and the reasonable satisfaction of the following conditionsAdministrative Agent: (a) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) a. This Joinder shall have received this Amendment, been duly executed and delivered by the Issuerrespective parties hereto, Holdings, the Noteholders constituting the Required Noteholders and shall be in full force and effect and shall be in form and substance reasonably satisfactory to the Administrative Agent. b. All action on the part of the New Guarantors and the other Loan Parties necessary for the valid execution, delivery and performance by the New Guarantors of this Joinder and all other documentation, instruments, and the Confirmation of Guaranty attached hereto agreements required to be executed in connection herewith shall have been duly executed and delivered by the Guarantors listed therein; (b) effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) a duly executed copy of been provided to the Second Term Loan AmendmentAdministrative Agent. c. Each New Guarantor shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Required NoteholdersAdministrative Agent: i. copies of such New Guarantor’s Organization Documents and a certificate of good standing (where applicable, and (ii) a duly executed copy of that certain Amendment no. 1 or such other customary functionally equivalent certificates, to the First Lien Intercreditor Agreement, extent available in the form attached hereto applicable jurisdiction) from such New Guarantor’s jurisdiction of organization. ii. such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each New Guarantor as Exhibit A (the “ICA Amendment”); (c) the Administrative Agent may require evidencing (or its counselA) and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary authority of each Note Party in form and substance satisfactory New Guarantor to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) 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 enter into this Amendment Joinder and the other Note Loan Documents to which it such New Guarantor is a party or is to become a party and certifying (B) the nameidentity, title authority and true signature capacity of each officer of such Note Party executing Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Joinder and the Note other Loan Documents to which it such New Guarantor is a party or is to become a party;. (d) iii. the Administrative Agent (or its counsel) following documents executed by each New Guarantor and the Noteholders (or their counsel) shall have received certificates of good standing or existenceother Loan Parties, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, applicable: (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Information Certificate addressed to the Administrative Agent but otherwise substantially in the form delivered to by the Term Loan Agent Parties on the Second Amendment Effective Date; and , and (fB) such other documents, agreements and certificates as the Administrative Agent and the Noteholders Collateral Agent may reasonably require. d. The Administrative Agent shall have received evidence that all fees, charges documents and disbursements of counsel to each of instruments required by law or requested by the Administrative Agent or the Collateral Agent to create or perfect the first priority Lien (subject only to Permitted Encumbrances having priority by operation of applicable Law) intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded or other arrangements reasonably satisfactory to the Administrative Agent. e. The Loan Parties shall have executed and delivered to the Administrative Agent such additional documents, instruments, and agreements related to this Joinder and the Noteholders have been paid by transactions contemplated hereunder as the IssuerAdministrative Agent may reasonably request.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to and the truth and accuracy obligations of the warranties and representations set forth in Sections 4 and 5 below and Tranche B Term Loan Lenders to make the satisfaction of Tranche B Term Loans shall become effective on the Second Amendment Effective Date, which shall be the first Business Day on which the following conditionsconditions are satisfied or waived: (ai) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received counterparts of this AmendmentAmendment or Consent that, duly executed and delivered by when taken together, bear the Issuer, Holdings, the Noteholders signatures of Lenders constituting the Required Noteholders Lenders as well as signatures of (A) each Cashless Option Lender and each Post-Closing Option Lender, (B) the Administrative Agent, (C) the Additional Tranche B Term Loan Lender and (D) the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed thereinBorrower; (bii) the Administrative Agent shall have received a Notice of Borrowing for the Additional Tranche B Term Loans (whether in writing or its counselby telephone) in accordance with the Credit Agreement; (iii) the Borrower shall have paid in full all accrued and unpaid interest owing in respect of the Noteholders Existing Term Loans as of the Second Amendment Effective Date; (iv) the Administrative Agent’s receipt of the following, each of which shall be originals or their counselfacsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (A) a favorable opinion of counsel for the Borrower, in form and substance reasonably satisfactory to the Second Amendment Arrangers (as defined below); (B) a certificate from a Responsible Officer of the Borrower dated as of the Second Amendment Effective Date, and attaching the documents referred to in clause (C) below; (C) the Administrative Agent shall have received (i) a duly executed copy confirmation that the Board of Directors of the Second Term Loan Amendment, in form Borrower has authorized and substance satisfactory to the Required Noteholders, and approved (iia) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”); (c) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) 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 Note Documents any agreements relating hereto) to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a party; (db) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates extensions of good standing or existencecredit contemplated hereunder, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated certified as of the Second Amendment Effective Date and signed by its secretary, an assistant secretary or a Responsible Officer and (iii) certifying that immediately a good standing certificate as of a recent date from the applicable Governmental Authority of the Borrower’s jurisdiction of incorporation; (D) before and after giving effect to this Amendment and the consummation Borrowing of or exchange into the transactions contemplated Tranche B Term Loans and to occur on the Second Amendment Effective Date, (A) application of any proceeds therefrom no Default or Event of Default exists or will result therefrom, shall exist; (BE) all the Administrative Agent shall have received from the Borrower an Officer’s Certificate certifying as to compliance with the preceding clause (D); and (F) the representations and warranties of each Note Loan Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties Section 6 below shall be true and correct in all material respects; and (v) and the Administrative Agent shall have received the Reaffirmation of Obligations under Loan Documents attached to this Amendment (Cthe “Reaffirmation”) since the date duly executed by each of the financial statements of Loan Parties; and (vi) the Issuer described fees in Section 4.4 of the Existing Note Purchase Agreementamounts previously agreed in writing by ▇▇▇▇▇ Fargo Securities, there shall have been no change which has had or could reasonably LLC and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. (the “Second Amendment Arrangers”) to be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur received on the Second Amendment Effective Date; Date and all reasonable and documented or invoiced out-of-pocket costs and expenses (iii) that attaches including the reasonable fees, charges of a duly completed and executed Compliance Certificate addressed single counsel to the Administrative Agent but otherwise substantially Second Amendment Arrangers) incurred in connection with the form delivered transactions contemplated hereby for which invoices have been presented at least one (1) Business Day prior to the Term Loan Agent on the Second Amendment Effective Date; and (f) Date shall, upon the Administrative Agent and the Noteholders shall have received evidence that all fees, charges and disbursements of counsel to each Borrowing of the Administrative Agent and the Noteholders Tranche B Term Loans, have been been, or will be substantially simultaneously, paid by the Issuerin full.

Conditions Precedent to Effectiveness. The effectiveness This Amendment shall become effective on the date hereof (the “Effective Date”) provided that the following conditions precedent have been satisfied: (1) the Parent Borrower, the Guarantors, all Continuing Lenders (constituting Required Lenders, as determined immediately prior to giving effect to this Amendment and the transactions contemplated under Article V hereof), the New Lenders and the Administrative Agent have each delivered a duly executed counterpart of this Amendment is subject to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and the satisfaction of the following conditions:Administrative Agent; (a2) the Administrative Agent (or its counselshall be satisfied that all conditions set forth in Subsections 6.2(a) and (b) of the Noteholders (or their counsel) Credit Agreement are satisfied and shall have received this Amendment, duly executed and delivered by from the Issuer, Holdings, Parent Borrower a certificate of a Responsible Officer of the Noteholders constituting Parent Borrower confirming the Required Noteholders and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed thereinsame; (b3) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) a duly executed copy of the Second Term certificate or articles of incorporation or organization, including all amendments thereto, of each Loan AmendmentParty, in form certified, if applicable, by the Secretary of State of the state of its incorporation or organization, and substance satisfactory a certificate as to the Required Noteholdersgood standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a duly executed certificate of a Responsible Officer of each Loan Party dated the Effective Date and certifying (A) that attached thereto is a true and complete copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A by-laws or operating (the “ICA Amendment”); (c) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company company) agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since of such Loan Party as in effect on the Original Closing Effective Date), (yB) its articles or certificate that attached thereto is a true and complete copy of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since resolutions duly adopted by the Original Closing Date), and (z) the resolutions of its board of directors (or other equivalent governing body, or comparable organizational documents and authorizations, ) of such Loan Party authorizing the execution, delivery and performance of this Amendment and the other Note Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it Person is a party; (d) the Administrative Agent (, and that such resolutions have not been modified, rescinded or its counsel) amended and the Noteholders (or their counsel) shall have received certificates of good standing or existenceare in full force and effect, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the financial statements last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Issuer described in Section 4.4 of Responsible Officer executing the Existing Note Purchase Agreement, there certificate pursuant to clause (ii) above; (4) the Administrative Agent shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; paid all reasonable out of pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment (ii) confirming that including the Note Parties reasonable fees and their Subsidiariesexpenses of Skadden, taken Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, as a whole, are Solvent immediately after giving effect counsel to the consummation of Administrative Agent); (5) the transactions contemplated to occur on Administrative Agent shall have received executed legal opinions covering such matters as the Second Amendment Effective Date; Administrative Agent may reasonably request and (iii) that attaches a duly completed and executed Compliance Certificate addressed otherwise reasonably satisfactory to the Administrative Agent but otherwise substantially in the form delivered from each of (i) Debevoise & ▇▇▇▇▇▇▇▇ LLP, counsel to the Term Loan Agent on Parties, and (ii) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger PA, Delaware counsel to the Second Amendment Effective Date; andLoan Parties; (f6) substantially concurrently with the Administrative Agent and effectiveness of this Amendment, the Noteholders Parent Borrower shall have received evidence that all fees, charges and disbursements of counsel entered into an amendment to each of the Administrative Agent and the Noteholders have been paid by the Issuer.its First Lien Credit Agreement to provide for a new $500,000,000 first lien term loan facility;

Conditions Precedent to Effectiveness. The As conditions precedent to the Closing Date and the effectiveness of this Amendment is subject to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and the satisfaction of the following conditionsAgreement: (a1) Except to the Administrative Agent (or its counsel) and extent permitted to be delivered after the Noteholders (or their counsel) Closing Date pursuant to Section 7.17, the Borrower Parties shall have received this Amendment, duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and or shall have caused to be delivered to the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed therein; (b) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) a duly executed copy of the Second Term Loan Amendment, in form and substance satisfactory to the Required NoteholdersAdministrative Agent, the Collateral Agent, the Lenders and their counsel and duly executed (if applicable) by the appropriate Persons (if requested, with sufficient copies for each of the Lenders), each of the following: (A) This Agreement; (B) To the extent requested by any applicable Lender at least three (3) Business Days prior to the Closing Date, a Revolving Loan Note and/or Term Loan Note, as applicable, payable to such Lender; (C) The REIT Guaranty; (D) The Subsidiary Guaranty; (E) The Pledge Agreement; (F) A certificate of the Secretary, Assistant Secretary or other Responsible Officer of each Borrower Party (or such Borrower Party’s general partner, managing member, manager or sole member, if applicable) attaching and certifying (i) the Certificate of Limited Partnership, Articles of Incorporation, Articles of Organization, Certificate of Formation or equivalent registered Organizational Document of such Borrower Party, certified as of a recent date by the Secretary of State of such Borrower Party’s state of incorporation or formation, (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreementlimited partnership agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”); (c) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate of the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date)equivalent Organizational Document of such Borrower Party, (yiii) its articles or certificate the resolutions duly adopted by the Board of incorporation, certificate of organization or limited partnership, or other registered organizational documents Directors of such Note Borrower Party (or certifying that its articles the general partner, managing member, manager or certificate sole member of incorporationsuch Borrower Party, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (zif applicable) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing approving the execution, delivery and performance of this Amendment the Loan Documents on behalf of such Borrower Party, (iv) a certificate of good standing or analogous documentation for such Borrower Party dated as of a recent date from the Secretary of State of such Borrower Party’s state of incorporation or formation and the other Note Documents to which it is (v) a party and certifying certificate of incumbency containing the name, title and true signature of each officer of such Note Borrower Party executing this Amendment and (or the Note general partner, managing member, manager or sole member of such Borrower Party, if applicable) authorized to sign the Loan Documents to which it such Borrower Party is a party; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates party on behalf of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note such Borrower Party; (eG) Mortgaged Property Deliverables with respect to each Mortgaged Property; (H) Opinions of counsel for the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate Borrower Parties dated as of the Second Amendment Effective Closing Date; (I) From a Responsible Officer of MAC, a Closing Certificate dated as of the Closing Date; (J) Evidence satisfactory to the Administrative Agent that all fees required to be paid by the Borrower on or before the Closing Date have been, or will upon the initial funding of the Loans on the Closing Date be, paid in full; (K) Evidence satisfactory to the Administrative Agent that all reasonable costs and signed expenses of the Administrative Agent, the Collateral Agent, and the Joint Lead Arrangers, including, without limitation, fees of outside counsel and fees of third party consultants and appraisers, required to be paid by the Borrower on or prior to the Closing Date have been, or will upon the funding of the Loans on the Closing Date be, paid in full; (L) Evidence satisfactory to the Administrative Agent that the certificates representing the shares of Capital Stock pledged pursuant to the Pledge Agreement (to the extent certificated), together with an undated stock power for each such certificate executed in blank by a Responsible Officer of the pledgor thereof; (iM) certifying The results of a recent lien search in each of the material jurisdictions in which Uniform Commercial Code financing statements or other filings or recordations should be made to evidence or perfect security interests in the assets of the Borrower Parties subject to the Security Documents; (N) To the extent reasonably requested by the Administrative Agent in writing at least five (5) Business Days prior to the Closing Date, the Administrative Agent and the Lenders shall have received all documentation and other information about the Borrower Parties required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and the Beneficial Ownership Regulation (including, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower); (O) A Borrowing Base Certificate demonstrating that immediately the Borrowing Base Amount as of such date will be greater than or equal to the total Revolving Credit Exposures (calculated on a pro forma basis after giving effect to the consummation extensions of credit on the Closing Date) on such date; (P) A duly executed Borrowing Request for each Borrowing on the Closing Date; (Q) Proper financing statements (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Pledge Agreement; (R) To the extent required by Section 7.8, certificates of insurance, in form and detail reasonably acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) maintained by any of the transactions contemplated Borrower Parties, in each case naming the Administrative Agent and Collateral Agent as loss payee (with respect to occur on the Second Amendment Effective DateMortgaged Properties) or additional insured, as the case may be. (A2) no Default or Event of Default exists or will result therefrom, (B) all All representations and warranties of each Note Party the Borrower Parties set forth herein and in the Note other Loan Documents are true shall be accurate and correct complete in all material respects (other than those representations as if made on and warranties as of the Closing Date, unless any such representation and warranty speaks as of a particular date, in which case it shall be accurate and complete in all material respects as of such date; provided that, in each case, any representation or warranty that are expressly is qualified by “as to materiality or Material Adverse Effect” Effect or other materiality, which representations and warranties similar language shall be true and correct in all respectsrespects subject to such qualifiers. (3) There shall not have occurred and be continuing as of the Closing Date any Event of Default or Potential Default. (4) (i) The Refinancing shall have been consummated, or shall be consummated substantially concurrently with the initial funding of the Loans hereunder on the Closing Date and (Cii) since after giving effect to the date Refinancing and the other Transactions on the Closing Date, the Borrower shall have Liquidity of not less than $250,000,000. (5) Since the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase AgreementStatement Date, there shall not have been no change which has had occurred any change, occurrence or development that could reasonably be expected expected, in the good faith opinion of the Administrative Agent or the Lenders, to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation . The making of the transactions contemplated initial Loans by the Lenders hereunder shall conclusively be deemed to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to constitute an acknowledgement by the Administrative Agent but otherwise substantially in Agent, the form delivered to the Term Loan Agent on the Second Amendment Effective Date; and (f) the Administrative Agent Collateral Agent, each Issuing Lender and the Noteholders shall have received evidence each Lender that all fees, charges and disbursements of counsel to each of the Administrative Agent and the Noteholders conditions precedent set forth in this Section 5.1 shall have been paid satisfied in accordance with its respective terms or shall have been irrevocably waived by the Issuersuch Person.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is and the amendments to the Existing Credit Agreement set forth herein are subject to the truth and accuracy satisfaction (or waiver) of the warranties and representations set forth in Sections 4 and 5 below and the satisfaction each of the following conditions:conditions (the date of such satisfaction being the “Fourth Amendment Effective Date” so long as such date occurs on or prior to December 31, 2024): (a) The prior or substantially simultaneous satisfaction of the Administrative Agent conditions set forth in Section 3 (or its counselas and to the extent provided therein) and the Noteholders (or their counsel) shall have received this Amendment, duly executed and delivered by occurrence of the Issuer, Holdings, the Noteholders constituting the Required Noteholders and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed thereinFourth Amendment Closing Date; (b) The Specified LSP Acquisition shall be consummated substantially concurrently with the effectiveness of this Amendment in accordance with the terms of the Specified LSP Acquisition Agreement (as in effect on the first date of execution thereof), and such Specified LSP Acquisition Agreement shall not have been amended, supplemented or modified in any respect, or any provision or condition therein waived, or any consent granted thereunder (directly or indirectly), by the Borrowing Agent or any of its Subsidiaries, if such amendment, supplementation, modification, waiver or consent would be materially adverse to the interests of the Lenders or the Administrative Agent (in their respective capacities as such) without the Administrative Agent’s prior written consent (such consent not to be unreasonably withheld, delayed or its counselconditioned), it being understood and agreed that any amendment or modification to the definition of the term “Material Adverse Effect” in the Specified LSP Acquisition Agreement (as in effect on the first date of execution thereof) will be deemed to be materially adverse to the interests of the Lenders and the Noteholders Administrative Agent (or in their counselrespective capacities as such). (c) All Specified LSP Indebtedness shall have received (i) a duly executed copy be funded substantially simultaneously with the consummation of the Second Term Loan Specified LSP Acquisition and the effectiveness of this Amendment, subject to the conditions precedent thereto contained in the documentation therefor (which conditions shall be consistent with customary “limited conditionality” provisions and reasonably satisfactory to the Administrative Agent), without any waiver, consent, amendment or other modification that would be materially adverse to the interests of the Lenders or the Administrative Agent (in their respective capacities as such) without the Administrative Agent’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). (d) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party to the extent that a Loan Party is a party thereto, each dated the effective date of this Amendment and each in form and substance satisfactory to the Required NoteholdersAdministrative Agent and each of the Lenders party to this Amendment: (i) Notes duly executed by each Borrower (including, and if applicable, any New Borrowers (as defined below)) in favor of each Lender requesting Notes; (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor AgreementGuarantor Joinder and joinder agreement by LSP, in the form attached hereto as Exhibit A ACE Aggregates, LLC, a Texas limited liability company, Pelican Asphalt Company LLC, a Texas limited liability company, and Lone Star Materials & Asphalt, LLC a Texas limited liability company (collectively, the “ICA AmendmentNew Loan Parties”) joining LSP as a Borrower (“New Borrower”) and each other New Loan Party as a Guarantor under the Credit Agreement and the other Loan Documents; (iii) a duly executed Security Agreement Supplement by each New Loan Party and all requirements in connection therewith (including lien searches, any certificated equity and related powers, UCC filings and as applicable, the filing of short-form security agreements with the United States Patent and Trademark Office or the United States Copyright Office and related perfection actions); (civ) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate of each of the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory to Loan Parties signed by a Responsible Officer, dated the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or Fourth Amendment Effective Date certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Dateno Event of Default under Section 10.1(a), (yf) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since g) has occurred and is continuing both immediately before and immediately after giving effect to the Original Closing Date), Specified LSP Acquisition and (z) 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 Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a partyany Indebtedness incurred in connection therewith; (dv) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Fourth Amendment Effective Date and signed by a Responsible Officer of each New Loan Party, certifying as appropriate as to: (iA) certifying that immediately after giving effect all action taken by such Loan Party to validly authorize, duly execute and deliver any Loan Documents executed and delivered in connection herewith and attaching copies of such resolution or other corporate or organizational action; (B) the consummation names, authority and capacity of the transactions contemplated Responsible Officers authorized to occur sign any Loan Documents executed and delivered in connection herewith and their true signatures; and (C) copies of its organizational documents as in effect on the Second Fourth Amendment Effective Date, (A) no Default or Event to the extent applicable, certified as of Default exists or will result therefrom, (B) all representations a sufficiently recent date prior to the Fourth Amendment Effective Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and warranties of each Note Party set forth the continued valid existence and good standing in the Note Documents are true and correct in all material respects state of its organization; (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materialityvi) written opinion(s) of counsel for the New Loan Parties, which representations and warranties shall be true and correct in all respects) and (C) since the date dated as of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Fourth Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate , addressed to the Administrative Agent but otherwise substantially and the Lenders and in the form delivered and substance satisfactory to the Term Administrative Agent; (vii) evidence that all other actions, recordings and filings that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Loan Documents have been taken; provided that to the extent any such actions, recordings or filings is required under the terms of the Specified LSP Indebtedness but is not required by the terms of the Specified LSP Indebtedness to be provided until after the closing thereof, such actions, recordings or filings shall not be a condition to effectiveness hereunder but shall be required to be delivered by the earlier of (x) 90 days (or such later time as the Administrative Agent on may agree) after the Second Fourth Amendment Effective DateDate (as such date may be extended by the Administrative Agent in its sole discretion) and (y) the date of provision thereof with respect to any Specified LSP Indebtedness; and (fviii) a duly executed Applicable Intercreditor Agreement between the Administrative Agent and Bank of America, N.A., as administrative agent with respect to any Specified LSP Indebtedness (in such capacity, the “Specified LSP Indebtedness Agent”) incurred on or about the Fourth Amendment Effective Date, and acknowledged by the Loan Parties, in form and substance reasonably acceptable to the Administrative Agent and the Noteholders Specified LSP Indebtedness Agent. (e) The Administrative Agent shall have received evidence received, at least 3 business days prior to the Fourth Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and to the extent required thereby, the Beneficial Ownership Regulation, that has been reasonably requested in writing by any Lender at least 5 business days prior to the Fourth Amendment Effective Date. (f) The Borrowers shall have paid in full all fees payable in connection with this Amendment as of the Fourth Amendment Effective Date. (g) Unless waived by the Administrative Agent, the Borrowers shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of counsel to each the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date of this Amendment, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 11.3 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 4, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Fourth Amendment Effective Date specifying its objection thereto. The parties hereto understand and agree that the amendments to the Existing Credit Agreement set forth herein (i) shall not become effective until the Fourth Amendment Effective Date, (ii) shall be deemed to become effective on the Fourth Amendment Effective Date immediately prior to the documentation effectuating any Specified LSP Indebtedness and the funding thereof, (iii) shall become effective on the Fourth Amendment Effective Date immediately prior to the consummation of the Specified LSP Acquisition pursuant to the Specified LSP Acquisition Agreement and (iv) shall not become effective in any event unless the Fourth Amendment Effective Date occurs on or prior to December 31, 2024. The Administrative Agent and the Noteholders have been paid by Borrowing Agent will notify the IssuerLenders of the occurrence of the Fourth Amendment Effective Date.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to and the truth and accuracy obligations of the warranties and representations set forth in Sections 4 and 5 below and Tranche B Term Loan Lenders to make the satisfaction of Tranche B Term Loans shall become effective on the Second Amendment Effective Date, which shall be the first Business Day on which the following conditionsconditions are satisfied or waived: (ai) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received counterparts of this AmendmentAmendment or Consent that, duly executed and delivered by when taken together, bear the Issuer, Holdings, the Noteholders signatures of Lenders constituting the Required Noteholders Lenders as well as signatures of (A) each Cashless Option Lender and each Post-Closing Option Lender, (B) the Administrative Agent, (C) the Additional Tranche B Term Loan Lender and (D) the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed thereinBorrower; (bii) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a Notice of Borrowing for the Additional Tranche B Term Loans (iwhether in writing or by telephone) a duly executed copy in accordance with the Credit Agreement; (iii) the Borrower shall have paid in full all accrued and unpaid interest owing in respect of the Existing Term Loans as of the Second Term Loan AmendmentAmendment Effective Date; (iv) the Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (A) a favorable opinion of counsel for the Borrower, in form and substance reasonably satisfactory to the Required Noteholders, and Lead Arranger (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”defined below); (cB) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate from a Responsible Officer of the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) 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 Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a party; (d) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate Borrower dated as of the Second Amendment Effective Date Date, and signed by attaching the document referred to in clause (C) below; (C) the Administrative Agent shall have received a Responsible Officer good standing certificate as of a recent date from the applicable Governmental Authority of the Borrower’s jurisdiction of incorporation; (iD) certifying that immediately before and after giving effect to this Amendment and the consummation Borrowing of or exchange into the transactions contemplated Tranche B Term Loans and to occur on the Second Amendment Effective Date, (A) application of any proceeds therefrom no Default or Event of Default exists or will result therefrom, shall exist; (BE) all the Administrative Agent shall have received from the Borrower an Officer’s Certificate certifying as to compliance with the preceding clause (D); and (F) the representations and warranties of each Note Loan Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties Section 6 below shall be true and correct in all material respects; and (v) and the Administrative Agent shall have received the Reaffirmation of Obligations under Loan Documents attached to this Amendment (Cthe “Reaffirmation”) since the date duly executed by each of the financial statements of Loan Parties; and (vi) the Issuer described fees in Section 4.4 of the Existing Note Purchase Agreementamounts previously agreed in writing by ▇▇▇▇▇ Fargo Securities, there shall have been no change which has had or could reasonably LLC (the “Lead Arranger”) to be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur received on the Second Amendment Effective Date; Date and all reasonable and documented or invoiced out-of-pocket costs and expenses (iii) that attaches including the reasonable fees, charges of a duly completed and executed Compliance Certificate addressed single counsel to the Administrative Agent but otherwise substantially Lead Arranger) incurred in connection with the form delivered transactions contemplated hereby for which invoices have been presented at least one (1) Business Day prior to the Term Loan Agent on the Second Amendment Effective Date; and (f) Date shall, upon the Administrative Agent and the Noteholders shall have received evidence that all fees, charges and disbursements of counsel to each Borrowing of the Administrative Agent and the Noteholders Tranche B Term Loans, have been been, or will be substantially simultaneously, paid by the Issuerin full.

Conditions Precedent to Effectiveness. The effectiveness of parties hereto agree that this Amendment is subject to shall not be effective until the truth and accuracy of satisfaction (or waiver by the warranties and representations set forth in Sections 4 and 5 below Administrative Agent and the satisfaction Existing Lenders) of each of the following conditionsconditions precedent: (a) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a copy of this AmendmentAmendment duly completed, duly executed and delivered by the Existing Lenders, the L/C Issuer, Holdingsthe Swine Line Lender, the Noteholders constituting the Required Noteholders Borrower and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed thereinother Loan Parties; (b) the Administrative Agent (or its counsel) and shall receive evidence of concurrent consummation of a related amendment to the Noteholders (or their counsel) Parent Credit Agreement, which shall have received (i) a duly executed copy of the Second Term Loan Amendment, be in form and substance satisfactory reasonably acceptable to the Required Noteholders, and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”)Administrative Agent; (c) the Administrative Agent (or its counsel) and shall receive evidence of concurrent consummation of a related amendment to the Noteholders (or their counsel) Senior Term Loan Credit Agreement, which shall have received a certificate of the Secretary or Assistant Secretary of each Note Party be in form and substance satisfactory reasonably acceptable to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) 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 Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a partyAdministrative Agent; (d) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to that certain Senior Secured Credit Agreement, dated as of September 28, 2023 (and as amended, restated, supplemented or its counsel) otherwise modified from time to time), by and among the Noteholders (or their counsel) shall have received certificates of good standing or existenceParent, the lenders from time to time party thereto and ▇▇▇▇▇ Fargo Bank, National Association, as may administrative agent, which shall be available from in form and substance reasonably acceptable to the Secretary of State of the jurisdiction of organization of each Note PartyAdministrative Agent; (e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as each of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth made in the Note Documents are this Amendment shall be true and correct in all material respects (other than those representations and warranties that are expressly or, to the extent any such representation or warranty is qualified by “as to "materiality" or "Material Adverse Effect” or other materiality, which representations and warranties " shall be true and correct in all respects) on and (C) since the date as of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase AgreementAmendment Effective Date (as defined below), there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties both before and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation amendments contemplated by this Amendment as if such representations and warranties were being made on and as of the transactions contemplated to occur on the Second Amendment 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 as of such earlier date, and the representations and warranties contained in subsections (a) and (iiib) that attaches a duly completed and executed Compliance Certificate addressed of Section 5.05 of the Credit Agreement shall be deemed to refer to the Administrative Agent but otherwise substantially in most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the form delivered to the Term Loan Agent on the Second Amendment Effective Date; andCredit Agreement; (f) the Administrative Agent and the Noteholders shall have received evidence that all feessuch certificates of resolutions or other action, charges and disbursements incumbency certificates and/or other certificates of counsel to Responsible Officers of each of 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 to which such Loan Party is a party or is to be a party and such documents and certifications as the Noteholders Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (g) as of the Amendment Effective Date and immediately after giving effect thereto, no Default shall have occurred and be continuing; (h) the Borrower shall have paid (i) all reasonable and out-of-pocket fees and expenses for which invoices have been presented at least two (2) Business Days prior to the Amendment Effective Date (including the reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel) and (ii) all other compensation required to be paid on or prior to the Amendment Effective Date pursuant to (x) that certain Engagement Letter, dated as of March 27, 2025 (the “Engagement Letter”), between the Borrower, the Toronto-Dominion Bank, New York Branch, TD Securities (USA) LLC, ▇▇▇▇▇ Fargo Bank, National Association, ▇▇▇▇▇ Fargo Securities, LLC and Citigroup Global Markets Inc. and (y) any fee letter entered into between the Borrower and any Lead Arranger (as defined in the Engagement Letter) in connection with the transactions contemplated by this Amendment; and (i) at least three (3) Business Days prior to the IssuerAmendment Effective Date, the Lead Arrangers (as defined in the Engagement Letter) 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, without limitation, the USA PATRIOT Act and a Beneficial Ownership Certification in relation to the Borrower and each Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, that is requested at least ten (10) Business Days prior to the Amendment Effective Date.

Conditions Precedent to Effectiveness. The effectiveness of parties hereto agree that this Amendment is subject to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and shall not be effective until the satisfaction of each of the following conditionsconditions precedent: (a) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a copy of this AmendmentAmendment duly completed, duly executed and delivered by the Issuer, HoldingsRequired Lenders, the Noteholders constituting the Required Noteholders Borrower and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed thereinother Loan Parties; (b) the Administrative Agent (or its counsel) and shall receive evidence of concurrent consummation of a related amendment to the Noteholders (or their counsel) Parent Credit Agreement, which shall have received (i) a duly executed copy of the Second Term Loan Amendment, be in form and substance satisfactory reasonably acceptable to the Required Noteholders, and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”)Administrative Agent; (c) the Administrative Agent (or its counsel) and shall receive evidence of concurrent consummation of a related amendment to the Noteholders (or their counsel) Senior Term Loan Credit Agreement, which shall have received a certificate of the Secretary or Assistant Secretary of each Note Party be in form and substance satisfactory reasonably acceptable to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) 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 Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a partyAdministrative Agent; (d) the Administrative Agent (or its counsel) shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the CoBank Parent Term Loan Facility, which shall be in form and substance reasonably acceptable to the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note PartyAdministrative Agent; (e) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the CoBank Borrower Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (or its counself) and the Noteholders (or their counsel) Administrative Agent shall have received receive evidence of concurrent consummation of a certificate related amendment to the Credit Agreement, dated as of December 17, 2021 (and as amended, restated, supplemented or otherwise modified from time to time), among the Second Amendment Effective Date United States Cellular Corporation, the lenders party thereto, Citibank, N.A., as administrative agent, and signed by Export Development Canada, as a Responsible Officer (i) certifying that immediately after giving effect mandated lead arranger and a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent; (g) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the transactions contemplated Credit Agreement, dated as of November 9, 2022 (and as amended, restated, supplemented or otherwise modified from time to occur on time), among Telephone and Data Systems, Inc., the Second Amendment Effective Datelenders party thereto and Export Development Canada, as a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent; and (Ah) no Default or Event each of Default exists or will result therefrom, (B) all the representations and warranties of each Note Party set forth made in the Note Documents are this Amendment shall be true and correct in all material respects (other than those representations and warranties that are expressly or, to the extent any such representation or warranty is qualified by “as to "materiality" or "Material Adverse Effect” or other materiality, which representations and warranties " shall be true and correct in all respects) on and (C) since the date as of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase AgreementAmendment Effective Date (as defined below), there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties both before and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation amendments contemplated by this Amendment as if such representations and warranties were being made on and as of the transactions contemplated to occur on the Second Amendment 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 as of such earlier date, and the representations and warranties contained in subsections (a) and (iiib) that attaches a duly completed and executed Compliance Certificate addressed of Section 5.05 of the Credit Agreement shall be deemed to refer to the Administrative Agent but otherwise substantially in the form delivered most recent statements furnished pursuant to the Term Loan Agent on the Second Amendment Effective Date; and subsections (fa) the Administrative Agent and the Noteholders shall have received evidence that all fees(b), charges and disbursements respectively, of counsel to each Section 6.01 of the Administrative Agent and the Noteholders have been paid by the IssuerCredit Agreement.

Conditions Precedent to Effectiveness. The effectiveness of parties hereto agree that this Amendment is subject to the truth and accuracy of the warranties and representations set forth in Sections 4 and 5 below and shall not be effective until the satisfaction of each of the following conditionsconditions precedent: (a) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a copy of this AmendmentAmendment duly completed, duly executed and delivered by the Issuer, HoldingsRequired Lenders, the Noteholders constituting the Required Noteholders Borrower and the Administrative Agent, and the Confirmation of Guaranty attached hereto duly executed and delivered by the Guarantors listed thereinother Loan Parties; (b) the Administrative Agent (or its counsel) and shall receive evidence of concurrent consummation of a related amendment to the Noteholders (or their counsel) Parent Credit Agreement, which shall have received (i) a duly executed copy of the Second Term Loan Amendment, be in form and substance satisfactory reasonably acceptable to the Required Noteholders, and (ii) a duly executed copy of that certain Amendment no. 1 to the First Lien Intercreditor Agreement, in the form attached hereto as Exhibit A (the “ICA Amendment”)Administrative Agent; (c) the Administrative Agent (or its counsel) and shall receive evidence of concurrent consummation of a related amendment to the Noteholders (or their counsel) Revolving Loan Facility, which shall have received a certificate of the Secretary or Assistant Secretary of each Note Party be in form and substance satisfactory reasonably acceptable to the Required Noteholders, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) 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 Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a partyAdministrative Agent; (d) the Administrative Agent (or its counsel) shall receive evidence of concurrent consummation of a related amendment to the Senior Term Loan Credit Agreement, which shall be in form and substance reasonably acceptable to the Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note PartyAdministrative Agent; (e) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Parent Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (or its counself) and the Noteholders (or their counsel) Administrative Agent shall have received receive evidence of concurrent consummation of a certificate related amendment to the Credit Agreement, dated as of December 17, 2021 (and as amended, restated, supplemented or otherwise modified from time to time), among the Second Amendment Effective Date Borrower, the lenders party thereto, Citibank, N.A., as administrative agent, and signed by Export Development Canada, as a Responsible Officer (i) certifying that immediately after giving effect mandated lead arranger and a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent; (g) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the transactions contemplated Credit Agreement, dated as of November 9, 2022 (and as amended, restated, supplemented or otherwise modified from time to occur on time), among Telephone and Data Systems, Inc., as borrower, the Second Amendment Effective Datelenders party thereto and Export Development Canada, as a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent; and (Ah) no Default or Event each of Default exists or will result therefrom, (B) all the representations and warranties of each Note Party set forth made in the Note Documents are this Amendment shall be true and correct in all material respects (other than those representations and warranties that are expressly or, to the extent any such representation or warranty is qualified by as to “materiality” or “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) on and (C) since the date as of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase AgreementAmendment Effective Date (as defined below), there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties both before and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation amendments contemplated by this Amendment as if such representations and warranties were being made on and as of the transactions contemplated to occur on the Second Amendment 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 as of such earlier date, and the representations and warranties contained in subsections (a) and (iiib) that attaches a duly completed and executed Compliance Certificate addressed of Section 5.05 of the Credit Agreement shall be deemed to refer to the Administrative Agent but otherwise substantially in the form delivered most recent statements furnished pursuant to the Term Loan Agent on the Second Amendment Effective Date; and subsections (fa) the Administrative Agent and the Noteholders shall have received evidence that all fees(b), charges and disbursements respectively, of counsel to each Section 6.01 of the Administrative Agent and the Noteholders have been paid by the IssuerCredit Agreement.