Common use of JPMORGAN CHASE BANK, N Clause in Contracts

JPMORGAN CHASE BANK, N. A., individually as a Lender, as an Issuing Bank, as a Swingline Lender and as the Administrative Agent and Collateral Agent, By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President CITIBANK, N.A., individually as a Lender and as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually as a Lender and as an Issuing Bank By: /s/ Xxxx X. Toronto Name: Xxxx X. Toronto Title: Authorized Signatory By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director HSBC SECURITIES (USA) INC., as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director ROYAL BANK OF CANADA, individually as a Lender and as an Issuing Bank By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: Authorized Signatory

JPMORGAN CHASE BANK, N. A., individually as a Lender, as an Issuing Bank, as a Swingline Lender and as the Administrative Agent and Collateral Agent, an L/C Issuer By: /s/ Xxxxx Xxxxxxx Bxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxx Bxxxx Xxxxxxxxx Title: Vice President CITIBANKBank of America, N.A., individually as a Lender and as an Issuing Bank L/C Issuer By: /s/ Xxxxxxx Xxxxxx Cxxx Xxxxx Name: Xxxxxxx Xxxxxx Cxxx Xxxxx Title: Vice President CREDIT SUISSE AGGXXXXXX SXXXX BANK USA, CAYMAN ISLANDS BRANCH, individually as a Lender and as an Issuing Bank L/C Issuer By: /s/ Xxxx Kxxxx X. Toronto Xxxxxx Name: Xxxx Kxxxx X. Toronto Xxxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory HSBC BARCLAYS BANK USA, NATIONAL ASSOCIATIONPLC, as a Lender By: /s/ Xxxxxxx Cxxxx Xxxxxx Name: Xxxxxxx Cxxxx Xxxxxx Title: Managing Director HSBC SECURITIES (USA) INCTruist Bank, as a Lender By: /s/ Rxxx Xxxxxx Name: Rxxx Xxxxxx Title: Director MIZUHO BANK, LTD., as an Issuing Bank a Lender By: /s/ Xxxxxxx Xxxxxx Dxxxx XxXxxxxxxxx Name: Xxxxxxx Xxxxxx Dxxxx XxXxxxxxxxx Title: Managing Director ROYAL BANK OF CANADAAuthorized Signatory Mxxxxx Sxxxxxx Bank, individually N.A., as a Lender and as an Issuing Bank By: /s/ Xxx Mxxxxxx Xxxx Name: Mxxxxxx Xxxx Title: Authorized Signatory Capital One, N.A., as a Lender By: /s/ Pxxxx X. Xxxxxx Name: Xxx Pxxxx X. Xxxxxx Title: Authorized Signatory

JPMORGAN CHASE BANK, N. A., individually as a Lender, as an Issuing Bank, as a Swingline Lender and as the Administrative Agent and Collateral Agent, By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President CITIBANK, N.A., individually as a Lender and as an Issuing Bank By: /s/ Xxxxxxx Nxxxx X. Xxxxxx Name: Xxxxxxx Nxxxx X. Xxxxxx Title: Vice President CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually as a Lender and as an Issuing Bank By: /s/ Xxxx X. Toronto Name: Xxxx X. Toronto Title: Authorized Signatory By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory HSBC Credit Executive THE BANK USA, NATIONAL ASSOCIATIONOF NOVIA SCOTIA, as a Lender By: /s/ Xxxxxxx Bxxxxx Xxxxxx Name: Xxxxxxx Bxxxxx Xxxxxx Title: Managing Director HSBC SECURITIES (USA) INC.Authorized Signatory UNION BANK, N.A., as an Issuing Bank a Lender By: /s/ Xxxxxxx Jxxxxxx Xxxxxxxxxx Name: Jxxxxxx Xxxxxxxxxx Title: Vice President BARCLAYS BANK PLC as a Lender By: /s/ Dxxxx Xxxxx Name: Dxxxx Xxxxx Title: Director [signature pages continue] DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender By: /s/ Mxxxxx X. Xxxxxxxxxx Name: Mxxxxx X. Xxxxxxxxxx Title: Director By: /s/ Mxxxxxxxxx Xxxxxx Name: Xxxxxxx Mxxxxxxxxx Xxxxxx Title: Managing Director ROYAL GXXXXXX SXXXX BANK OF CANADAUSA, individually as a Lender and as an Issuing Bank By: /s/ Xxx Axxx Xxxxxxxxx Name: Axxx Xxxxxxxxx Title: Authorized Signatory The Royal Bank of Scotland plc, as a Lender By: /s/ Axxxxx X. Xxxxxx Name: Xxx Axxxxx X. Xxxxxx Title: Authorized SignatoryVice President UBS LOAN FINANCE LLC, as a Lender By: /s/ Ixxx X. Xxxx Name: Ixxx X. Xxxx Title: Associate Director By: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx Title: Associate Director SUNTRUST BANK, as a Lender By: /s/ Axxxxx Xxxxxxx Name: Axxxxx Xxxxxxx Title: Director THE BANK OF NEW YORK MELLON, as a Lender By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: Vice President

JPMORGAN CHASE BANK, N. A., individually as a LenderRevolving Credit Agent, as an Issuing Bank, as a Swingline Lender and as authorized representative of the Administrative Agent and Collateral Agent, Revolving Credit Claimholders By: /s/ Xxxxx Xxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxx Title: Vice President CITIBANK, N.A., individually as a Lender and as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President CREDIT SUISSE AGNotice Address: JPMorgan Chase Bank, CAYMAN ISLANDS BRANCHN.A. IB/ABL Portfolio Management Group 000 Xxxx Xxx, individually 0xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxx X’Xxxxx [INTERCREDITOR AGREEMENT] Collateral Trustee THE BANK OF NEW YORK, as a Lender Collateral Trustee and as an Issuing Bank authorized representative of the Secured Debt Representatives and Secured Debt Claimholders By: /s/ Xxxx X. Toronto Xxxxxxxx Xxxxxxxxx Name: Xxxx X. Toronto XXXXXXXX XXXXXXXXX Title: Authorized Signatory ByVICE PRESIDENT Notice Address: /s/ Xxxxxx Xxxxx NameThe Bank of New York 000 Xxxxxxx Xxxxxx, Floor 8W New York, NY 10286 Attention: Xxxxxx Xxxxx TitleXxxxxxxx Xxxxxxxxx, Vice President Telecopier: Authorized Signatory HSBC BANK USA, NATIONAL ASSOCIATION(000) 000-0000 Email: xxxxxxxxxx@xxxxxxxx.xxx [INTERCREDITOR AGREEMENT] Notes Agent XXXXXXX SACHS CREDIT PARTNERS L.P., as a Lender Notes Agent By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director HSBC SECURITIES Notice Address: Xxxxxxx Xxxxx Credit Partners L.P. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxx Telecopier: (USA000) INC.000-0000 With a copy to: Xxxxxxx Xxxxx Credit Partners L.P. 00 Xxxxx Xxxxxx Xxx Xxxx, as an Issuing Bank Xxx Xxxx 00000 Attention: Xxxx Xxxxxxxx Telecopier: (000) 000-0000 [INTERCREDITOR AGREEMENT] Acknowledged and Agreed to by: Company NEWPAGE CORPORATION By: /s/ Xxxxxxx Xxxxxx Xxxxx X. Xxxxxxxxx Name: Xxxxxxx Xxxxxx Xxxxx X. Xxxxxxxxx Title: Managing Director ROYAL BANK OF CANADATreasurer Notice Address: NewPage Corporation Xxxxxxxxxx Xxxxx X.X. Xxxxxx, individually as a Lender and as an Issuing Bank XX 00000 Holdings NEWPAGE HOLDING CORPORATION By: /s/ Xxx Xxxxx X. Xxxxxx Xxxxxxxxx Name: Xxx Xxxxx X. Xxxxxx Xxxxxxxxx Title: Authorized SignatoryTreasurer Notice Address: NewPage Holding Corporation Xxxxxxxxxx Xxxxx X.X. Xxxxxx, XX 00000 [INTERCREDITOR AGREEMENT] Subsidiary Guarantors CHILLICOTHE PAPER INC. WICKLIFFE PAPER COMPANY By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Treasurer ESCANABA PAPER COMPANY MEADWESTVACO MARYLAND, INC. (to be named LUKE PAPER COMPANY) MEADWESTVACO OXFORD CORPORATION (to be named RUMFORD PAPER COMPANY) MEADWESTVACO ENERGY SERVICES LLC (to be named NEWPAGE ENERGY SERVICES LLC) UPLAND RESOURCES, INC. By: /s/ Xxxxx X.Xxxxx Name: Xxxxx X.Xxxxx Title: President RUMFORD COGENERATION, INC. RUMFORD FALLS POWER COMPANY By: /s/ Xxxxx X.Xxxxx Name: Xxxxx X.Xxxxx Title: Chief Executive Officer Notice Address of Subsidiary Guarantors: c/o NewPage Corporation Xxxxxxxxxx Xxxxx X.X. Xxxxxx, XX 00000 [INTERCREDITOR AGREEMENT]

JPMORGAN CHASE BANK, N. A., individually as a Lender, as an Issuing Bank, as a Swingline Lender and as the Administrative Agent and Collateral Agent, By: /s/ Xxxxx Xxxxxxx Gxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxx Gxxxxxx X. Xxxxxx Title: Vice President CITIBANKExecutive Director Axxxx Xxxxxxxx Corporation Fifth Amended and Restated Credit Agreement BANK OF CHINA, N.A.LOS ANGELES BRANCH, individually as a Lender and as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx Yong Ou Name: Xxxxxxx Xxxxxx Yong Ou Title: Vice President CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually as a Lender SVP & Branch Manager Axxxx Xxxxxxxx Corporation Fifth Amended and as an Issuing Bank By: /s/ Xxxx X. Toronto Name: Xxxx X. Toronto Title: Authorized Signatory By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory Restated Credit Agreement HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx Xxxxxx Rumesha Ahmed Name: Rumesha Ahmed Title: Vice President Axxxx Xxxxxxxx Corporation Fifth Amended and Restated Credit Agreement MIZUHO BANK, LTD., as a Lender By: /s/ Dxxxx Xxxxxxxxxxx Name: Dxxxx Xxxxxxxxxxx Title: Authorized Signatory Axxxx Xxxxxxxx Corporation Fifth Amended and Restated Credit Agreement STANDARD CHARTERED BANK, as a Lender By: /s/ Jxxxx Xxxx Name: Jxxxx Xxxx Title: Associate Director Axxxx Xxxxxxxx Corporation Fifth Amended and Restated Credit Agreement SUMITOMO MITSUI BANKING CORPORATION, as a Lender By: /s/ Mxxxxxx Xxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxxx Title: Managing Director HSBC SECURITIES (Axxxx Xxxxxxxx Corporation Fifth Amended and Restated Credit Agreement GXXXXXX SXXXX BANK USA) INC., as an Issuing Bank a Lender By: /s/ Xxxxxxx Xxxxxx Axxxx Xxxx Name: Xxxxxxx Xxxxxx Title: Managing Director ROYAL BANK OF CANADA, individually as a Lender and as an Issuing Bank By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Axxxx Xxxx Title: Authorized SignatorySignatory Axxxx Xxxxxxxx Corporation Fifth Amended and Restated Credit Agreement

JPMORGAN CHASE BANK, N. A., individually as a Lender, as the Swingline Lender, as an Issuing Bank, as a Swingline Lender Bank and as the Administrative Agent and Collateral Agent, By: /s/ Xxxxx Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxx Xxxxxxx Xxxxxx Xxxxxx Title: Vice President CITIBANK, N.A.Authorized Officer Tennant Credit Agreement XXXXXXX SACHS BANK USA, individually as a Lender and as an Issuing Bank By: /s/ Xxxxxx Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxx Xxxxxx Title: Vice President CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually as a Lender and as an Issuing Bank By: /s/ Xxxx X. Toronto Name: Xxxx X. Toronto Title: Authorized Signatory By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory Tennant Credit Agreement HSBC BANK USA, NATIONAL ASSOCIATION, individually as a Lender By: /s/ Xxxxxx Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxx Xxxxxx Title: Managing Director HSBC SECURITIES (USA) INC., as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director ROYAL Senior Vice President Tennant Credit Agreement U.S. BANK OF CANADANATIONAL ASSOCIATION, individually as a Lender and as an Issuing Bank By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: Authorized SignatoryVice President Tennant Credit Agreement XXXXX FARGO BANK, NATIONAL ASSOCIATION, individually as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President Tennant Credit Agreement BMO XXXXXX BANK N.A., individually as a Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Director Tennant Credit Agreement SUNTRUST BANK, individually as a Lender By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President Tennant Credit Agreement Schedule 2.01 Commitments LENDER REVOLVING COMMITMENT TERM A-1 LOAN COMMITMENT TERM A-2 LOAN COMMITMENT JPMORGAN CHASE BANK, N.A. $ 35,000,000.00 $ 17,500,000.00 $ 150,000,000.00 XXXXXXX XXXXX BANK USA $ 35,000,000.00 $ 17,500,000.00 $ 150,000,000.00 HSBC BANK USA, NATIONAL ASSOCIATION $ 30,000,000.00 $ 15,000,000.00 $ 0.00 U.S. BANK NATIONAL ASSOCIATION $ 30,000,000.00 $ 15,000,000.00 $ 0.00 XXXXX FARGO BANK, NATIONAL ASSOCIATION $ 30,000,000.00 $ 15,000,000.00 $ 0.00 BMO XXXXXX BANK N.A. $ 20,000,000.00 $ 10,000,000.00 $ 0.00 SUNTRUST BANK $ 20,000,000.00 $ 10,000,000.00 $ 0.00 AGGREGATE COMMITMENT $ 200,000,000.00 $ 100,000,000.00 $ 300,000,000.00 Tennant Credit Agreement SCHEDULE 2.06 EXISTING LETTERS OF CREDIT Debt Holder Amount in Local Currency Conversion Rate as of 3/17/2017 Drawn in USD Purpose Maturity/Expiry US Bank $ 9,000 LC -Louisville Gas and Electric 11/15/2017 US Bank $ 2,400,000 LC -Sentry Insurance 4/25/2018 US Bank SGD 300,000 1.402 $ 213,950 LC - Supports local P-Card program 8/16/2017 US Bank THB 600,000 34.959 $ 17,163 LC - Supports local P-Card program 8/17/2017 US Bank $ 62,745 LC -Sale of Equipment - bid process 5/15/2017 US Bank $ 156,861 LC-Sale of Equipment - bid process 5/15/2017 Schedule 3.01 Subsidiaries Ultimate Parent Jurisdiction of Organization Direct or Indirect Ownership% Common Stock Certificate Evidencing Stock Additional Paid in Capital Xxxxxxx Company Minnesota 6,633,131 N/A 3,652,667 Subsidiary Applied Kehmaschinen GmbH (dormant) Federal Republic of Germany 100% 0 N/A 0 Applied Sweepers Group Leasing (U.K.) United Kingdom 100% 0 X/X 0 Xxxxxxx Xxxxxxxx Xxxxxxxx. Xxxxxxx Xxxxxx Xxxxxxx 100% 0 N/A 0 Applied Sweepers International. Limited (dormant) United Kingdom 100% 0 N/A 0 ECA Consortium A/S ( See note 1) Denmark 7.1% 0 X/X 0 Xxxxxxx Xxxxxxx (xxxxxxx) Xxxxxx Xxxxxxx 100% 0 N/A 0 Hofmans Machinefabriek (dormant) Netherlands 100% 0 N/A 8,607,435 I-Team North America B.V. (see Note 2) Netherlands 50% 26,123 N/A 0 Xxxxxx Xxxxx Machines (dormant) United Kingdom 100% 0 N/A 0 √ Recumbrimientos Tennant, S. de X.X. de C.V. (dormant) United Mexican States 100% 0 NO 0 Servicios Integrados Xxxxxxx, X.X. de C.V. United Mexican States 100% 4,025 N/A 0 Sociedade Alfa Ltda. Federative Republic of Brazil 100% 0 N/A 13,463,476 √ TCO C.V. (See note 3) Netherlands 100% 0 NO 0 √ Tennant Asia Pacific Holdings Private Ltd. Republic of Singapore 100% 1 NO 0 Tennant Australia Pty Limited Australia 100% 16,757,880 X/X 0 Xxxxxxx XX X.V. Netherlands 100% 25,369 N/A 18,523,940 √ Tennant CAD Holdings LLC Minnesota 100% 0 NO 16,160,066 Tennant Cleaning Solutions Ireland Limited Republic of Ireland 100% 1 N/A 0 √ Tennant Cleaning Systems and Equipment (Shanghai) Co., Ltd. People’s Republic of China 100% 0 NO 5,100,000 Tennant Cleaning Systems India Private Limited Republic of India 100% 127,506 N/A 31,293 X √ Xxxxxxx Coatings, Inc. Minnesota 100% 10 YES 3,570,000 Xxxxxxx Company Far East Headquarters PTE LTD Republic of Singapore 100% 2 N/A 0 Xxxxxxx Company Japan, Ltd. Japan 100% 1,028,952 N/A 1,028,952 √ Xxxxxxx Company (Thailand) Ltd. Thailand 100% 14,392 NO 0 Tennant Europe B.V. Netherlands 100% 117,518 N/A 4,267,957 Tennant Europe N.V. Belgium 100% 63,113 X/X 0 Xxxxxxx XxxX & Xx. XX Xxxxxxx Xxxxxxxx of Germany 100% 20,598,004 N/A 0 √ Tennant Holding B.V. Netherlands 100% 9,946,925 NO 94,356,985 Tennant Holding A (Italy) B.V. (See Note 3) Netherlands 100% 1 N/A 0 Tennant Holding B (Italy) B.V. (See Note 3) Netherlands 100% 1 N/A 0 Tennant Holding C (Italy) B.V. (see Note 3) Netherlands 100% 1 N/A 0 * Tennant Holding (Italy) S.r.l. (see Note 3) Italy 100% 10,000 N/A 0 √ Tennant Holdings LLC Minnesota 100% 0 NO 13,264,476 Tennant Hong Kong Limited Hong Kong 100% 0 N/A 0 √ Tennant Holding (US), Inc. Minnesota 100% 0 YES 0 √ Tennant International Holding LLC (see note 3) Minnesota 100% 0 NO 0 Tennant International Holding B.V. Netherlands 100% 23,744 N/A 1,890,838 * Tennant N.V. Netherlands 100% 742,184 N/A 126,331,511 Tennant Netherland Holding B.V. Netherlands 100% 25,042 N/A 90,386,428 Tennant New Zealand Ltd. New Zealand 100% 67,940 N/A 0 Tennant Portugal - Equipamentos De Limpeza, Sociedade Unipessoal, Lda Portuguese Republic 100% 28,143 N/A 0 Xxxxxxx X.X. French Republic 100% 973,684 N/A 67,954 √ Xxxxxxx XX Holdings LLC Minnesota 100% 0 NO 13,131,842 Tennant Sales & Service Canada ULC Canada 100% 0 N/A 0 X √ * Tennant Sales and Service Company Minnesota 100% 10 YES 68,913,168 Tennant Sales & Services Spain, S.A. Kingdom of Spain 100% 82,304 N/A 0 √ Tennant Scotland Limited United Kingdom 100% 0 YES 0 Tennant Sverige AB Kingdom of Sweden 100% 12,947 N/A 0 Xxxxxxx UK Cleaning Solutions Limited United Kingdom 100% 0 N/A 36,326,297 Xxxxxxx UK Limited United Kingdom 100% 0 N/A 0 √ Tennant Uruguay S.A. (dormant) Eastern Republic of Uruguay 100% 0 NO 0 Tennant Ventas & Servicios de Mexico, S.A. de C.V. United Mexican States 100% 4,025 N/A 150,587 Tennant Verwaltungs-gesellschaft mbH Federal Republic of Germany 100% 33,132 N/A 0 √ TNC C.V. Netherlands 100% 0 NO 4,882,676 Xxxxxx-Xxxxxxxx Machines Limited (dormant) United Kingdom 100% 0 X/X 0 Xxxxxx-Xxxxxxxx Xxxxxxx (dormant) United Kingdom 100% 0 N/A 0 √ Water Star, Inc. Ohio 100% 500 YES 7,955,545 57,346,610 532,064,093 X Entity is a Guarantor √ Entity whose stock is to be pledged * Material Subsidiary Note 1: Other owners in consortium = Adept Water Technologies A/S, Anolytech AB, Danish Clean Water A/S, Eca biomed GmbH & Co. KG, Envirolyte Industries International Ltd, Innowatech GmbH, NPP Izumrud, P.G.F. Industry Solutions GmbH, Radical Waters (Pty) Limited, and Trade and Transfer Service GmbH Note 2: Other owner in I-team BV is = Future Cleaning Technologies B.V. Note 3 - Does not include anticipated capital contributions in connection with the acquisition of IP Cleaning S.p.A. and Subsidiaries as follows: Tennant International Holding LLC €1,800,000 TCO C.V. €180,000,000 Tennant Holding A (Italy) B.V. €180,000,000 Tennant Holding B (Italy) B.V. €90,000,000 Tennant Holding C (Italy) B.V. €90,000,000 Tennant Holding (Italy) S.r.l. €180,000,000 Schedule 6.01 Existing Indebtedness Type of Indebtedness Debt Holder Amount in Local Currency Conv. Rate as of 03/17/2017 Credit in USD Drawn in USD Purpose Maturity/Expiry Capital Leases Telstra AUD 63,202 0.76970 $ 48,647 Vehicle tracking devices on the sales and service vehicles 8/27/2018 Stand by Letters of Credit/Bank Gauranties/Performance Bonds HSBC - Netherlands € 72,530 1.074 $ 77,919 Bank Guaranty on behalf of Tennant NV to support the Belgium Office Lease 12/1/2017 HSBC € 100,000 1.074 $ 107,430 HSBC TNV Check Facility 6/30/2017 DNB Bank ASA kr 5,000,000 8.455 $ 591,401 Guaranty to DNB Bank ASA for Boss Europe AS (third party) obligations related to residual value purchase of rental equipment open ended Schedule 6.02 Existing Liens Financial Entity Holding Lien Description of Lien Amt in Foreign Currency Rate at 03/10/17 USD ANZ Restricted Cash - empress balance securing credit card balances AUD 267,142.00 0.7554 $ 201,799 HSBC - Australia Restricted Cash securing letter of guaranty for Perth office lease AUD 16,654 0.7554 $ 12,580 HSBC - Australia Restricted Cash securing letter of guaranty for Eastern Creek office lease. AUD 425,367 0.7554 $ 321,322 Westpac Banking Corp Restricted cash securing letter of guarantee for Regents Park office lease AUD 106,511 0.7554 $ 80,458 TSSC pledge of note receivable from TCULC as security to CADH Related to Intercompany Restructuring Project CAD 13,000,000 1.3427 $ 9,681,984 Notes: TSSC= Tennant Sales and Service Company TCULC= Tennant Sales & Service Canada ULC CADH= Tennant CAD Holdings LLC SCHEDULE 6.04(b) EXISTING AND ANTICIPATED INVESTMENTS

JPMORGAN CHASE BANK, N. A., individually as a LenderAdministrative Agent, as an Issuing Bank, as a Swingline Lender and as the Administrative Agent and Collateral Agent, a Lender By: /s/ Xxxxx XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Managing Director UBS SECURITIES LLC, as Joint Lead Arranger, Joint Bookrunner and as Syndication Agent By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Director By: /s/ XXXX X. XXXX Name: Xxxx X. Xxxx Title: Associate Director Address for Notices: UBS Securities LLC 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxxxxxx Xxxxxx Fax: 000-000-0000 CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arranger, Joint Bookrunner and as Syndication Agent By: /s/ XXXXX XXXXX Name: Xxxxx Xxxxxxx Xxxxx Title: Vice President CITIBANKManaging Director Address for Notices: Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, N.A.XX 00000 Attention: Xxxxx Xxxxx Telecopy: 000-000-0000 UBS LOAN FINANCE LLC, individually as a Lender and as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Vice President Director By: /s/ XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Associate Director Address for Notices: 000 Xxxxxxxxxx Xxxx. Xxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxx Telecopy: 000-000-0000 CREDIT SUISSE AGSUISSE, CAYMAN ISLANDS BRANCH, individually as a Lender and as an Issuing Bank By: /s/ Xxxx X. Toronto Name: Xxxx X. Toronto Title: Authorized Signatory By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender By: /s/ XXXX XXXXXX Name: Xxxx Xxxxxx Title: Director By: /s/ XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Assistant Vice President Address for Notices: Credit Suisse, Cayman Islands Branch Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxxx Telecopy: 000-000-0000 XXXXX FARGO BANK, N.A., as Documentation Agent By: /s/ XXX X. XXXXX Name: Xxx X. Xxxxx Title: Vice President Address for Notices: Xxxxx Fargo Bank, N.A. 000 X. Xxxxxxx St., Suite 1450 Tampa, FL 33602 THE ROYAL BANK OF SCOTLAND PLC, as Documentation Agent By: /s/ L. XXXXX XXXXXX Name: L. Xxxxx Xxxxxx Title: Senior Vice President Address for Notices: The Royal Bank of Scotland plc 000 Xxxxxxxxx Xx Xxxxxxxxx, XX 00000 SUNTRUST BANK, as Documentation Agent By: /s/ XXX XXXXXX Name: Xxx Xxxxxx Title: Director Address for Notices: SunTrust Bank 000 Xxxxx Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxx 00000 SUNTRUST BANK By: /s/ XXX XXXXXX Name: Xxx Xxxxxx Title: Director THE ROYAL BANK OF SCOTLAND PLC By: /s/ L. XXXXX XXXXXX Name: L. Xxxxx Xxxxxx Title: SVP XXXXX FARGO BANK, N.A. By: /s/ XXX X. XXXXX Name: Xxx X. Xxxxx Title: Vice President BANK OF AMERICA, N.A. By: /s/ XXXXXXX X. XXXX Name: Xxxxxxx X. Xxxx Title: Senior Vice President MIZUHO CORPORATE BANK, LTD. By: /s/ XXXXXXX X. XXXX Name: Xxxxxxx X. Xxxx Title: Authorized Signatory U.S. BANK NATIONAL ASSOCIATION By: /s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Managing Director HSBC SECURITIES (USA) INC., as an Issuing Bank Assistant Vice President BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY By: /s/ XXXXXXX XXXXXXX Name: Xxxxxxx Xxxxxxx Title: Vice President THE BANK OF NOVA SCOTIA By: /s/ XXXX XXXXXX Name: Xxxx Xxxxxx Title: Managing Director STATE BANK OF INDIA, NEW YORK By: /s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Managing Director ROYAL BANK OF CANADA:Vice President & Head (Credit) New York Branch MERCANTIL COMMERCEBANK, individually as a Lender and as an Issuing Bank N.A. By: /s/ Xxx X. Xxxxxx XXXXXX XXXXXXX Name: Xxx X. Xxxxxx Xxxxxxx Title: Authorized SignatoryVice President By: /s/ XXXX HILLS Name: Xxxx Hills Title: Senior Vice President FIRST COMMERCIAL BANK NEW YORK AGENCY By: /s/ MAY HSIAO Name: May Hsiao Title:Assistant General Manager TD BANK, N.A. By: /s/ XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: SVP CAPITAL ONE LEVERAGE FINANCE CORP. By: /s/ XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Senior Vice President Schedule 1A COMMITMENT AMOUNTS Lender Revolving Credit Commitment Tranche B Term Loan JPMorgan Chase Bank, N.A. $34,000,000.00 $175,000,000.00 UBS Loan Finance LLC $33,000,000.00 $175,000,000.00 Credit Suisse, Cayman Islands Branch $33,000,000.00 $175,000,000.00 SunTrust $30,000,000.00 The Royal Bank of Scotland, plc $30,000,000.00 Xxxxx Fargo Bank, N.A. $30,000,000.00 Bank of America, N.A. $25,000,000.00 Mizuho Corporate Bank, Ltd. $25,000,000.00 US Bank $20,000,000.00 Bank of Tokyo-Mitsubishi UFJ Trust Company $15,000,000.00 Scotia Capital $20,000,000.00 State Bank of India, New York $15,000,000.00 Mercantil Commercebank, N.A. $10,000,000.00 First Commercial Bank $10,000,000.00 Commerce Bank $10,000,000.00 North Fork Bank $10,000,000.00 BE Aerospace, Inc. – Credit Agreement Schedules Schedule 1B EXISTING MONEY MARKET FUNDS Fund Company Acct.# Fund JPMorgan Chase 304277827 JPMorgan Treasury Services’ Money Market Deposit Account Federated Investments 4485988 Prime Cash Obligations Fund BlackRock Liquidity Funds 24775 TempFund Credit Suisse 0X0000000 Dreyfus Cash Management Plus UBS JD3859221 UBS Select Money Market Fund UBS JD0930221 UBS Select MM (Miami Fasteners) Xxxxxx Xxxxxxx 486101740355 AAA Institutional Money Trust BE Aerospace, Inc. – Credit Agreement Schedules Schedule 1C REFINANCING AGREEMENTS None. BE Aerospace, Inc. – Credit Agreement Schedules Schedule 4.3 EXISTING LETTERS OF CREDIT L/C Available Amount ($) Release Date Expiry / Maturity Date Beneficiary Name Purpose Category Notification Period Auto Extension Period 220,000.00 JUN 26, 2002 JUN 27, 2009 CALIFORNIA WORKER’S COMPENSATION FINANCIAL 45 DAYS 12 MONTHS 3,461,380.00 MAY 30, 1996 MAY 29, 2009 NATIONAL UNION FIRE INSURANCE FINANCIAL 30 DAYS 12 MONTHS 20,000,000.00 SEPT 26, 2007 SEPT 26, 2008 EMIRATES AIRLINES FINANCIAL N/A 12 MONTHS 307,817.00 MAR 25, 1992 FEB 28, 2009 NATIONAL UNION FIRE INSURANCE FINANCIAL 30 DAYS 12 MONTHS 5,000.00 MAR 16, 1995 MAR 16, 2009 NATIONAL UNION FIRE INSURANCE FINANCIAL 30 DAYS 12 MONTHS 495,000.00 JAN 9, 2008 JAN 1, 2009 ZURICH AMERICAN INSURANCE CO. FINANCIAL 30 DAYS 12 MONTHS $24,489,197.00 BE Aerospace, Inc. – Credit Agreement Schedules Schedule 6.10(a) DOMESTIC SUBSIDIARIES BEA Holding Services LLC Acurex, LLC Xxxxxxxx Industries, Inc. BE Aircraft Mexico LLC Advanced Thermal Sciences Corporation Modoc Engineering Corporation Aerospace Lighting Corporation BE Aerospace Australia, Inc. BE Aerospace Canada, Inc. BE Aerospace El Salvador, Inc. B/E Aerospace Development Corporation BE Intellectual Property, Inc. B/E Aerospace Machined Products, Inc. Xxxxxxx Acquisition, Inc. Composite Specialties, Inc. DMGI, LLC Xxxxxx Jet Interiors, LLC Flight Structures, Inc. BEA Europe Holding LLC Xxxxxxx Precision, LLC Modern Metals, LLC Xxxxxx Aerospace, LLC M & M Aerospace Hardware, Inc. T.L. Windust Machine, LLC NYF Corp. (New Jersey) Xxx CEE Fasteners Corp. BEA Holding (USA) LLC BE Aerospace, Inc. – Credit Agreement Schedules Schedule 6.10(b)

JPMORGAN CHASE BANK, N. A., individually as a LenderAdministrative Agent, as an Issuing Bank, as a Swingline Swing Line Lender and as the Administrative Agent a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Director and Collateral AgentSecond Amended and Restated Pledge and Security Agreement CITICORP NORTH AMERICA, INC., as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director and Second Amended and Restated Pledge and Security Agreement BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director and Second Amended and Restated Pledge and Security Agreement ROYAL BANK OF CANADA, as a Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory and Second Amended and Restated Pledge and Security Agreement THE ROYAL BANK OF SCOTLAND PLC, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director and Second Amended and Restated Pledge and Security Agreement BNP PARIBAS, as a Lender By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Vice President CITIBANK, N.A., individually as a Lender and as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually as a Lender Second Amended and as an Issuing Bank By: /s/ Xxxx X. Toronto Name: Xxxx X. Toronto Title: Authorized Signatory By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory HSBC BANK USARestated Pledge and Security Agreement PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx Xxxxxx Xxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxxx Xxxxx X. Xxxxxxxx Title: Managing Director HSBC SECURITIES (USA) INC.Senior Vice President and Second Amended and Restated Pledge and Security Agreement FIFTH THIRD BANK, as an Issuing Bank a Lender By: /s/ Xxxxxxx Xxxxxx Xxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxx Xxxx Xxxxxxxxx Title: Managing Director ROYAL BANK OF CANADAAssistant Vice President and Second Amended and Restated Pledge and Security Agreement COMERICA BANK, individually as a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President and Second Amended and Restated Pledge and Security Agreement THE HUNTINGTON NATIONAL BANK, as an Issuing Bank a Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx Xxxxxxx Title: Staff Officer and Second Amended and Restated Pledge and Security Agreement UBS AG, STAMFORD BRANCH, as a Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Associate Director and Second Amended and Restated Pledge and Security Agreement CAPITAL ONE BUSINESS CREDIT CORP., as a Lender By: /s/ Xxx Xxxxxx Name: Xxx X. Xxxxxx Title: Authorized SignatorySVP

JPMORGAN CHASE BANK, N. A., individually as a Lender, as an Issuing Bank, as a Swingline Lender and as the Administrative Agent and Collateral Agentas an Issuing Bank By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Officer to Credit Agreement XXXXX FARGO BANK, N.A., individually as a Lender, as the Syndication Agent and as an Issuing Bank By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President to Credit Agreement COMPASS BANK, individually as a Lender and as a Documentation Agent By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President to Credit Agreement DEUTSCHE BANK AG NEW YORK BRANCH, individually as a Lender By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President By: /s/ Xxxx X. XxXxxx Name: Xxxx X. XxXxxx Title: Director to Credit Agreement MUFG UNION BANK, N.A., individually as a Lender and as a Documentation Agent By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director to Credit Agreement BRANCH BANKING AND TRUST COMPANY, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President to Credit Agreement CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory to Credit Agreement ING CAPITAL LLC, as a Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Director By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Vice President BOKF, NA DBA BANK OF OKLAHOMA, as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President CITIBANK, N.A., individually as a Lender and as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually as a Lender and as an Issuing Bank By: /s/ Xxxx X. Toronto Name: Xxxx X. Toronto Title: Authorized Signatory By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory HSBC BANK USAto Credit Agreement PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxx Xxxxxx Title: Managing Director HSBC SECURITIES (USA) INC.SANTANDER BANK, N.A., as an Issuing Bank a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President By: /s/ Puiki Lok Name: Puiki Lok Title: Vice President to Credit Agreement THE BANK OF NOVA SCOTIA, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxxxxx Xxxx Xxxxxx Title: Managing Director ROYAL BANK to Credit Agreement SCHEDULE I SCHEDULE OF CANADACOMMITMENTS NAME OF LENDER COMMITMENTS JPMorgan Chase Bank, individually as a Lender N.A. $ 100,000,000 Xxxxx Fargo Bank, N.A. $ 100,000,000 Compass Bank $ 100,000,000 Deutsche Bank AG New York Branch $ 100,000,000 MUFG Union Bank, N.A. $ 100,000,000 Branch Banking and as an Issuing Trust Company $ 75,000,000 Canadian Imperial Bank By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: Authorized Signatoryof Commerce, New York Branch $ 75,000,000 ING Capital LLC $ 75,000,000 U.S. Bank National Association $ 75,000,000 BOKF, NA dba Bank of Oklahoma $ 50,000,000 PNC Bank, National Association $ 50,000,000 Santander Bank, N.A. $ 50,000,000 The Bank of Nova Scotia $ 50,000,000 TOTAL $ 1,000,000,000

JPMORGAN CHASE BANK, N. A., individually as a Lender, as an Issuing Bank, as a Swingline Lender and as the Administrative Co-Syndication Agent and Collateral Agent, By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President CITIBANK, N.A., individually as a Lender and as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx Xxxx Name: Xxxxxxx Xxxxxx Xxxx Title: Vice President CREDIT SUISSE AGExecutive Director The undersigned Lender herby consents to Amendment No. 1 to the Credit Agreement. BANK OF AMERICA, CAYMAN ISLANDS BRANCHN.A., individually as a Lender Co-Documentation Agent and as an Issuing Bank By: /s/ Xxxx X. Toronto Name: Xxxx X. Toronto Title: Authorized Signatory Lender By: /s/ Xxxxxx Xxxxx X. Xxxxxx Name: Xxxxxx Xxxxx X. Xxxxxx Title: Authorized Signatory HSBC BANK USA, Director The undersigned Lender herby consents to Amendment No. 1 to the Credit Agreement. KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Sr. Vice President The undersigned Lender herby consents to Amendment No. 1 to the Credit Agreement. SANTANDER BANK, N.A., as a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Executive Director The undersigned Lender herby consents to Amendment No. 1 to the Credit Agreement. U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President The undersigned Lender herby consents to Amendment No. 1 to the Credit Agreement. BARCLAYS BANK PLC, as a Co-Syndication Agent and a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Title: Managing Director HSBC SECURITIES (USA) INC.The undersigned Lender herby consents to Amendment No. 1 to the Credit Agreement. TD BANK, N.A., as an Issuing Bank a Lender By: /s/ Xxxxxxx Xxxxxx Uk-Sun Xxx Name: Xxxxxxx Xxxxxx Uk-Sun Xxx Title: Managing Director ROYAL BANK OF CANADA, individually as a Senior Vice President The undersigned Lender and as an Issuing Bank By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: Authorized Signatoryherby consents to Amendment No. 1 to the Credit Agreement.

JPMORGAN CHASE BANK, N. A., individually as A.,as a Lender, as an Issuing Bank, as a Swingline Lender and as the Administrative Co-Syndication Agent and Collateral Agent, By: /s/ Xxxxx Xxxxxxx Xxxx Xxx Name: Xxxxx Xxxxxxx Xxxx Xxx Title: Vice President CITIBANKSenior Credit Banker JPMorgan Chase Bank, N.A.N.A.10 X. Xxxxxxxx, individually 19th FloorChicago, IL 60603Attention: Xxxx LaiTelephone Number: (212) 270-6254Fax Number: (000) 000-0000 PNC BANK, NATIONAL ASSOCIATION,as a Lender and as an Issuing Bank Co-Documentation Agent By: /s/ Xxxx XxXxxxxxx Name: Xxxx XxXxxxxxx Title: Senior Vice President PNC Bank, National Association600 Galleria Parkway, Suite 890Atlanta, Georgia 30339Attention: Xxxx McMastersTelephone Number: (770) 303-6256Fax Number: (000) 000-0000 XXXXX XXXX, X.X.,xx a Lender and as Co-Documentation Agent By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Vice President Union Bank, N.A.500 North Xxxxx #4200Dallas, TX 75201Attention: Xxxx DunnTelephone Number: (000) 000-0000 FIFTH THIRD BANK, AN OHIOBANKING CORPORATIONas a Lender and as Co-Documentation Agent By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President CREDIT SUISSE AGFifth Third Bank, CAYMAN ISLANDS BRANCHan Ohio Banking Corporation222 X. Xxxxxxxxx Xxxxx XXXX0XXxxxxxx, individually as a Lender and as an Issuing Bank ByXxxxxxxx 60606Attention: /s/ Xxxx X. Toronto NameXxxxxxx GlandtTelephone Number: Xxxx X. Toronto Title(312) 704-5914Fax Number: Authorized Signatory By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory HSBC BANK USA, NATIONAL ASSOCIATION, (000) 000-0000 100 CAPITAL ONE NATIONALASSOCIATION,as a Lender By: /s/ Xxxxxxxxx X. Xxxxxxx Xxxxxx Name: Xxxxxxxxx X. Xxxxxxx Xxxxxx Title: Managing Director HSBC SECURITIES Vice President Capital One National Association1680 Capital Xxx Xxxxx, 00xx XxxxxXxXxxx, Xxxxxxxx 00000Xxxxxxxxx: Ashish TandonTelephone Number: (USA703) INC.720-6736Fax Number: (000) 000-0000 101 COMERICA BANK, as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director ROYAL BANK OF CANADA, individually A TEXAS BANKINGASSOCIATION,as a Lender and as an Issuing Bank By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: Authorized SignatoryVice President Comerica Bank, a Texas Banking Association3551 Xxxxxx Xxxx, 0xx Xxxxx, Mail Code 2390Auburn Hills, MI 48326Attention: Xxx X. MeehanTelephone Number: (248) 371-6324Fax Number: (000) 000-0000 000 XXXXXXX XXXXX BANK, N.A.,as a Lender By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Senior Vice President Xxxxxxx Xxxxx Bank, N.A. 000 Xxxxxxxx XxxxxxxXx. Xxxxxxxxxx, Xxxxxxx 33716Attention: Xxxxxx X. ScottTelephone Number: (727) 567-4196Fax Number: (000) 000-0000 SCHEDULE 1 COMMITMENTS Lender Commitment Commitment Percentage Revolving Commitment Term Loan Commitment Regions Bank $51,000,000 17.00% $ 34,000,000 $ 17,000,000 U.S. Bank National Association $51,000,000 17.00% $ 34,000,000 $ 17,000,000 JPMorgan Chase Bank, N.A. $51,000,000 17.00% $ 34,000,000 $ 17,000,000 PNC Bank, National Association $33,000,000 11.00% $ 22,000,000 $ 11,000,000 Union Bank, N.A. $33,000,000 11.00% $ 22,000,000 $ 11,000,000 Fifth Third Bank $33,000,000 11.00% $ 22,000,000 $ 11,000,000 Capital One, N.A. $18,000,000 6.00% $ 12,000,000 $ 6,000,000 Comerica Bank $18,000,000 6.00% $ 12,000,000 $ 6,000,000 Xxxxxxx Xxxxx Bank, N.A. $12,000,000 4.00% $ 8,000,000 $ 4,000,000 Total $300,000,000 100% $ 200,000,000 $ 100,000,000 SCHEDULE 6.1(b) OWNERSHIP STRUCTURE (see attached) SCHEDULE 6.1(f) PROPERTIES Property Owner 000 X. Xxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxx Xxxxx Core REIT – 333 E. Lake, LLC 0000 X. Xxxx Xxxxxxxxx Freeway, Irving, Texas Xxxxx Core REIT – Royal Ridge V, LLC 00000 Xxxxxx Xxxxx, Xxxxxxx, Xxxxx Xxxxx Core REIT – Westway One Houston, LLC 7624 and 0000 Xxxxxx Xxxxxxx, Frisco, Texas Xxxxx Core REIT – 7624/7668 Xxxxxx, LLC 0000 XX 000xx Xxxxxx, Xxxxxxx, Xxxxxxx Xxxxx Core REIT – Miramar Centre II, LLC 0000 Xxxxxxxxxx Xxx, Xxxxxx, Xxxxxxxx Xxxxx Core REIT – 0000 Xxxxxxxxxx Xxx, LLC 0000 X Xxx Xxxxxxx Parkway N, Houston, TX Xxxxx Core REIT – Westway II Houston, LLC 0000 Xxxxxxxx Xxxxxxxx Drive, Columbia, MD Franklin Center, LLC 00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx Xxxxx Core REIT – South Lake at Dulles, LLC 0 Xxxxxxx Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx Xxxxx Core REIT – Four Parkway North, LLC 0000 Xxxxx Xxxxx, Xxxxx, Xxxxxxxx Xxxxx Core REIT – 0000 Xxxxx Xxxxx, LLC SCHEDULE 6.1(g) EXISTING INDEBTEDNESS

JPMORGAN CHASE BANK, N. A., individually as a Lender, as an Issuing Bank, as a Swingline Lender and as the Administrative Agent and Collateral Agent, By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President CITIBANK, N.A., individually as Issuing Bank and a Lender and as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually as a Lender and as an Issuing Bank By: /s/ Xxxx X. Toronto Xxxxx Name: Xxxx X. Toronto Xxxxx Title: Authorized Signatory Officer Third Amendment to Second Amended and Restated Credit Agreement – Signature Page 65614983 BANK OF SCOTLAND plc, as Syndication Agent and a Lender By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President Third Amendment to Second Amended and Restated Credit Agreement – Signature Page 65614983 UNION BANK, N.A., as Co-Documentation Agent and a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory HSBC BANK USAVice President Third Amendment to Second Amended and Restated Credit Agreement – Signature Page 65614983 BNP PARIBAS, as Co-Documentation Agent and a Lender By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director Third Amendment to Second Amended and Restated Credit Agreement – Signature Page 65614983 NATIXIS (formerly Natexis Banques Populaires), as a Lender By: /s/ Liana Tchernysheva Name: Liana Tchernysheva Title: Managing Director By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Managing Director Third Amendment to Second Amended and Restated Credit Agreement – Signature Page 65614983 COMPASS BANK, as a Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Senior Vice President Third Amendment to Second Amended and Restated Credit Agreement – Signature Page 65614983 THE FROST NATIONAL BANK, as a Lender By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Vice President Third Amendment to Second Amended and Restated Credit Agreement – Signature Page 65614983 KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President Third Amendment to Second Amended and Restated Credit Agreement – Signature Page 65614983 UBS LOAN FINANCE LLC, as a Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Associate Director By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Associate Director Third Amendment to Second Amended and Restated Credit Agreement – Signature Page 65614983 THE ROYAL BANK OF SCOTLAND plc, as a Lender By: RBS Securities Inc., as Agent, By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director Third Amendment to Second Amended and Restated Credit Agreement – Signature Page 65614983 SOCIETE GENERALE, as the Departing Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director HSBC SECURITIES (USA) INC.Third Amendment to Second Amended and Restated Credit Agreement – Signature Page 65614983 SCHEDULE 2.01 APPLICABLE PERCENTAGES AND COMMITMENTS Lender Title Applicable Percentage Commitment as of the Third Amendment Effective Date Maximum Credit Amount JPMorgan Chase Bank, as an Issuing N.A. Administrative Agent 20.0000000% $70,000,000.00 $100,000,000.00 Bank By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director ROYAL BANK OF CANADAof Scotland plc Syndication Agent 11.4285714% $40,000,000.00 $57,142,857.00 Union Bank, individually as a Lender and as an Issuing N.A. Co-Documentation Agent 11.4285714% $40,000,000.00 $57,142,857.00 BNP Paribas Co-Documentation Agent 11.4285714% $40,000,000.00 $57,142,857.00 The Royal Bank By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: Authorized Signatoryof Scotland plc 8.5714286% $30,000,000.00 $42,857,143.00 Compass Bank 8.0000000% $30,000,000.00 $42,857,143.00 The Frost National Bank 8.0000000% $30,000,000.00 $42,857,143.00 Natixis 7.1428571% $25,000,000.00 $35,714,286.00 KeyBank National Association 7.1428571% $25,000,000.00 $35,714,286.00 UBS Loan Finance LLC 5.7142858% $20,000,000.00 $28,571,428.00 TOTAL 100.0000000% $350,000,000.00 $500,000,000.00 65614983.3 SCHEDULE 2.01

JPMORGAN CHASE BANK, N. A., individually as a Lender, as an Issuing Bank, as a Swingline Lender and as the Administrative Agent and Collateral Agent, Issuing Bank and Lender By: /s/ Xxxxx Xxxxxxx X. Minnick_______________________ Name: Xxxxx Xxxxxxx X. Xxxxxxx Title: Vice President CITIBANKBANK OF AMERICA, N.A., individually as a Lender By: /s/ Xxxxxx X. Bhatt_______________________ Name: Xxxxxx X. Xxxxx Title: Senior Vice President Branch where Loans are booked: Los Angeles, CA MUFG Union Bank, N.A., as Lender By: /s/ Xxxxx LaCour_______________________ Xxxxx XxXxxx Managing Director East West Bank, as Lender By: /s/ Xxxx Chong_______________________ Name: Xxxx Xxxxx Title: Vice President Branch where Loans are Booked: CIT Bank, N.A., as Lender By: /s/ Daisy Stall_______________________ Name: Xxxxx Xxxxx Title: Managing Director Comerica Bank as Lender By: /s/ Xxxx X. Korn_______________________ Name: Xxxx X. Xxxx Title: Vice President and AGM Branch where Loans are booked: Century City First Republic Bank, as an Issuing Bank Lender By: /s/ Xxxxxxx Xxxxxx Heaphy_______________________ Name: Xxxxxxx Xxxxxx Title: Senior Managing Director Branch where Loans are booked: 0000 Xxxxxxx Xxxx Xxxx Xxx Xxxxxxx, Xx 00000 CITY NATIONAL BANK, as Lender By: /s/ Xxxxxx X. Starr______________________ Name: Xxxxxx X. Xxxxx Title: Senior Vice President CREDIT SUISSE AGBranch where Loans are booked: Bank Hapoalim B.M., CAYMAN ISLANDS BRANCHas Lender By: /s/ Xxxxxx Hackett_______________________ Name: Xxxxxx Xxxxxxx Title: Senior Vice President Bank Hapoalim B.M., individually as a Lender and By: /s/ Xxxxxx Greenberg_____________________ Name: Xxxxxx Xxxxxxxxx Title: Senior Vice President, Deputy Chief Credit Officer, Head of Asset Based Lending Branch where Loans are booked: 0000 Xxxxxx xx Xxxxxxxx Xxx Xxxx, XX 00000 Emigrant Bank, as an Issuing Bank Lender By: /s/ Xxxx X. Toronto Hart_______________________ Name: Xxxx X. Toronto Xxxx Title: Authorized Signatory ByVice Chairman Branch where Loans are booked: /s/ 0 Xxxx 00xx Xxxxxx Xxxxx Name– New York, NY 1007 SCHEDULE 1.1 SCHEDULE OF COMMITMENTS Lenders Commitment JPMorgan Chase Bank, N.A. $51,000,000 Bank of America, N.A. $51,000,000 MUFG Union Bank, N.A. $51,000,000 East West Bank $51,000,000 CIT Bank, N.A. $45,000,000 Comerica Bank $40,000,000 City National Bank $34,500,000 First Republic Bank $32,500,000 Bank Hapoalim B.M. $24,500,000 Emigrant Bank $19,500,000 TOTAL: Xxxxxx Xxxxx Title: Authorized Signatory HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director HSBC SECURITIES (USA) INC., as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director ROYAL BANK OF CANADA, individually as a Lender and as an Issuing Bank By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: Authorized Signatory$400,000,000

JPMORGAN CHASE BANK, N. A., individually as a Lender, as an Issuing Bank, as a Swingline Lender and as the Administrative Agent and Collateral Agentas an Issuing Bank By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Officer to Credit Agreement XXXXX FARGO BANK, N.A., individually as a Lender, as the Syndication Agent and as an Issuing Bank By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Director to Credit Agreement COMPASS BANK, individually as a Lender and as a Documentation Agent By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President CITIBANKto Credit Agreement DEUTSCHE BANK AG NEW YORK BRANCH, individually as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President to Credit Agreement MUFG UNION BANK, N.A., individually as a Lender and as an Issuing Bank a Documentation Agent By: /s/ Xxxxxxx Xxxxxx Xxxxx Xxxx Name: Xxxxxxx Xxxxxx Xxxxx Xxxx Title: Assistant Vice President CREDIT SUISSE AGto Credit Agreement BRANCH BANKING AND TRUST COMPANY, CAYMAN ISLANDS BRANCH, individually as a Lender and as an Issuing Bank By: /s/ Xxxx X. Toronto Xxxxx Xxxxxxxx Name: Xxxx X. Toronto Xxxxx Xxxxxxxx Title: Assistant Vice President to Credit Agreement CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxx Xxxxxxx X. Xxxx Name: Xxxxxx Xxxxx Xxxxxxx X. Xxxx Title: Authorized Signatory HSBC to Credit Agreement ING CAPITAL LLC, as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director U.S. BANK USANATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Vice President BOKF, NA DBA BANK OF OKLAHOMA, as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President to Credit Agreement PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxx Xxxxxx Title: Managing Director HSBC SECURITIES (USA) INC.SANTANDER BANK, N.A., as an Issuing Bank a Lender By: /s/ Xxxxxxx Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Executive Vice President By: /s/ Puiki Lock Name: Puiki Lock Title: Vice President to Credit Agreement THE BANK OF NOVA SCOTIA, as a Lender By: /s/ Xxxxx Xxxxxxx Xxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director ROYAL BANK Signature Page to Credit Agreement SCHEDULE I SCHEDULE OF CANADACOMMITMENTS NAME OF LENDER COMMITMENTS JPMorgan Chase Bank, individually as a Lender N.A. $ 100,000,000 Xxxxx Fargo Bank, N.A. $ 100,000,000 Compass Bank $ 100,000,000 Deutsche Bank AG New York Branch $ 100,000,000 MUFG Union Bank, N.A. $ 100,000,000 Branch Banking and as an Issuing Trust Company $ 75,000,000 Canadian Imperial Bank By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: Authorized Signatoryof Commerce, New York Branch $ 75,000,000 ING Capital LLC $ 75,000,000 U.S. Bank National Association $ 75,000,000 BOKF, NA dba Bank of Oklahoma $ 50,000,000 PNC Bank, National Association $ 50,000,000 Santander Bank, N.A. $ 50,000,000 The Bank of Nova Scotia $ 50,000,000 TOTAL $ 1,000,000,000

JPMORGAN CHASE BANK, N. A., individually and as a LenderAdministrative Agent, as an Issuing Bank, as a Swingline Swing Lender and as the Administrative Agent and Collateral Agent, Fronting Bank By: /s/ Xxxxx /s/Mxxx Xxxxxxxxxx Name: Mxxx Xxxxxxxxxx Title: Executive Director SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT FOR MXXX-XXXX REALTY, L.P. BANK OF AMERICA, N.A. By: /s/Sxxxxx X. Xxxxxxx Name: Xxxxx Sxxxxx X. Xxxxxxx Title: Senior Vice President SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT FOR MXXX-XXXX REALTY, L.P. DEUTSCHE BANK TRUST COMPANY AMERICAS as lender By: /s/Gxxxxx X. Xxxxxxxx Name: GXXXXX X. XXXXXXXX Title: DIRECTOR By: /s/Jxxxx Xxxxxxx Name: JXXXX XXXXXXX Title: MANAGING DIRECTOR SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT FOR MXXX-XXXX REALTY, L.P. DEUTSCHE BANK SECURITIES INC. as Documentation Agent By: /s/Gxxxxx X. Xxxxxxxx Name: GXXXXX X. XXXXXXXX Title: DIRECTOR By: /s/Jxxxx Xxxxxxx Name: JXXXX XXXXXXX Title: MANAGING DIRECTOR SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT FOR MXXX-XXXX REALTY, L.P. US BANK NATIONAL ASSOCIATION By: /s/Dxxxx X. Xxxxxx Name: Dxxxx X. Xxxxxx Title: Assistant Vice President SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT FOR MXXX-XXXX REALTY, L.X. XXXXX FARGO BANK, N.A. By: /s/Bxxx X. Xxxxxxx Name: BXXX X. XXXXXXX Title: Vice President CITIBANKSIGNATURE PAGE TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT FOR MXXX-XXXX REALTY, N.A.L.P. CAPITAL ONE, individually as a Lender and as an Issuing Bank N.A. By: /s/ /s/Mxxxxxx X. Xxxxxxx, Xx. Name: Mxxxxxx X. Xxxxxxx, Xx. Title: Vice President SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT FOR MXXX-XXXX REALTY, L.P. CITICORP NORTH AMERICA, INC. By: /s/Jxxx X. Xxxxxxx Name: Jxxx X. Xxxxxxx Title: Director SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT FOR MXXX-XXXX REALTY, L.P. COMERICA BANK By: /s/Sxx X. Xxxxxx Name: Xxxxxxx SXX X. XXXXXX Title: VICE PRESIDENT SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT FOR MXXX-XXXX REALTY, L.P. PNC BANK, NATIONAL ASSOCIATION By: /s/J. Rxxxxxx Xxxxxx Name: J. Rxxxxxx Xxxxxx Title: Senior Vice President SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT FOR MXXX-XXXX REALTY, L.P. SUNTRUST BANK By: /s/Jxxx X. Xxxxxx Name: Jxxx X. Xxxxxx Title: Vice President SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REVOLVING CREDIT SUISSE AGAGREEMENT FOR MXXX-XXXX REALTY, CAYMAN ISLANDS BRANCH, individually as a Lender and as an Issuing Bank L.P. THE BANK OF NEW YORK MELLON By: /s/ Xxxx X. Toronto Name: Xxxx X. Toronto Title: Authorized Signatory By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx /s/Cxxxx Xxxxxx Name: Xxxxxxx Cxxxx Xxxxxx Title: Managing Director HSBC SECURITIES (USA) INC.SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT FOR MXXX-XXXX REALTY, as an Issuing Bank L.P. THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. By: /s/ /s/Cxxxxxx Xxxxxxx Name: Cxxxxxx Xxxxxxx Title: Director SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT FOR MXXX-XXXX REALTY, L.P. BRANCH BANKING AND TRUST COMPANY By: /s/Ahaz A. Xxxxxxxxx Name: Ahaz A. Xxxxxxxxx Title: Assistant Vice President SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT FOR MXXX-XXXX REALTY, L.P. COMPASS BANK, AN ALABAMA BANKING CORPORATION By: /s/S. Kxxx Xxxxxx Name: Xxxxxxx S. Kxxx Xxxxxx Title: Managing Director ROYAL Senior Vice President SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT FOR MXXX-XXXX REALTY, L.P. TD BANK, N.A. By: /s/Mxxx Xxxxxxxxxx Name: MXXX XXXXXXXXXX Title: SVP SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT FOR MXXX-XXXX REALTY, L.P. CITIZENS BANK OF CANADA, individually as a Lender and as an Issuing Bank PENNSYLVANIA By: /s/ Xxx /s/Cxxxxxx X. Xxxxxx Xxxxx, Xx. Name: Xxx Cxxxxxx X. Xxxxxx Xxxxx, Xx. Title: Authorized SignatorySenior Vice President SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT FOR MXXX-XXXX REALTY, L.X. XXXXX HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH By: /s/Exxx Y.X. Xxxx Name: Exxx Y.X. Xxxx Title: V.P. & General Manager SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT FOR MXXX-XXXX REALTY, L.P. MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD., NEW YORK BRANCH By: /s/Pxxxxxxxx Xxxxx Name: Pxxxxxxxx Xxxxx Title: VP & DGM SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT FOR MXXX-XXXX REALTY, L.P. FIRST COMMERCIAL BANK, NEW YORK BRANCH By: /s/Jxxxx Xxx Name: Jxxxx Xxx Title: General Manager SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT FOR MXXX-XXXX REALTY, L.P. HXX XXX COMMERCIAL BANK, LTD., NEW YORK AGENCY By: /s/Hxxxx Xxxxx Name: Hxxxx Xxxxx Title: Assistant Vice President SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT FOR MXXX-XXXX REALTY, L.P. Exhibit A FORM OF REVOLVING CREDIT NOTE / SWING LOAN NOTE $______________ __________ ____, 201_ FOR VALUE RECEIVED, the undersigned MXXX-XXXX REALTY, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to the order of __________________ (the “Lender”) at the Administrative Agent’s Head Office (as defined in the Credit Agreement defined below):

JPMORGAN CHASE BANK, N. A., individually as Administrative Agent, Issuer and a Bank By: /s/ H. Xxxxx Xxxxx Name: H. Xxxxx Xxxxx Title: Vice President BANK OF AMERICA, N.A., as Syndication Agent and as a Lender, as an Issuing Bank, as a Swingline Lender and as the Administrative Agent and Collateral Agent, Bank By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Principal THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Documentation Agent and as a Bank By: /s/ X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President CITIBANKand Manager DNB NOR BANK ASA, N.A., individually as Documentation Agent and as a Lender and as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx Xxxxx X’Xxxx Name: Xxxxxxx Xxxxxx Xxxxx X’Xxxx Title: Vice President CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually as a Lender and as an Issuing Bank By: /s/ Xxxx X. Toronto Name: Xxxx X. Toronto Title: Authorized Signatory By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory HSBC BANK USASenior Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATIONN.A., as Syndication Agent and as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director HSBC SECURITIES (USA) INC., as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxxxxx Title: Managing Director ROYAL Senior Vice President COMERICA BANK OF CANADA, individually as a Lender and as an Issuing Bank By: /s/ Xxx Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President THE NORTHERN TRUST COMPANY By: /s/ Xxxx X. Xxxxxx Name: Xxx Xxxx X. Xxxxxx Title: Authorized SignatoryVice President AMEGY BANK By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President ANNEX A

JPMORGAN CHASE BANK, N. A., individually as a Agent, Lender, as an Issuing BankLC Issuer and Swingline Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Officer NOTICE ADDRESS FOR AGENT, LC ISSUER AND SWINGLINE LENDER c/o Portfolio Manager JPMorgan Chase Bank 000 Xxxx Xx, 0xx Xxxxx Xxxxx Xxxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Fax: (000) 000-0000 [Signature page to Sixth Amended and Restated Credit Agreement] BARCLAYS BANK PLC, as a Swingline Lender and By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director REGIONS BANK, as the Administrative Agent and Collateral Agenta Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Director REGIONS BANK, as a Lender By: /s/ R. Xxxx Xxxxxx Name: R. Xxxx Xxxxxx Title: Managing Director ROYAL BANK OF CANADA, as a Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory XXXXX FARGO BANK, N.A. as a Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director MUFG UNION BANK, N.A., as a Lender By: /s/ Xxxxx Xxxxxxx Xxxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxxx Title: Vice President CITIBANKSUNTRUST BANK, N.A., individually as a Lender and as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx Xxx Xxxxx Name: Xxxxxxx Xxxxxx Xxx Xxxxx Title: Vice President CREDIT SUISSE AGDirector THE BANK OF NOVA SCOTIA, CAYMAN ISLANDS BRANCH, individually HOUSTON BRANCH as a Lender and as an Issuing Bank By: /s/ Xxxx X. Toronto Xxxxxx Name: Xxxx X. Toronto Xxxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory HSBC BANK USADirector PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx Xxxx Xxxxxx Name: Xxxxxxx Xxxx Xxxxxx Title: Assistant Vice President BMO XXXXXX BANK, N.A. as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director HSBC SECURITIES (USA) INC.Caterpillar Financial Services Corporation, as an Issuing Bank a Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Credit Manager FIFTH THIRD BANK, as a Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director Natixis, New York Branch, as a Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Director NYCB SPECIALTY FINANCE COMPANY, LLC, a wholly owned subsidiary of New York Community Bank, as a Lender By: /s/ Xxxxxxx X. Xxxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxxx, Xx. Title: Senior Vice President Sumitomo Mitsui Banking Corporation, as a Lender By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CIT BANK, N.A., as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President CITIZENS BANK, N.A., as a Lender By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as a Lender By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Vice President PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY, as a Lender By: PGIM, Inc., as investment manager By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Vice President Siemens Financial Services, Inc., as a Lender By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Vice President Siemens Financial Services, Inc. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Sr. Loan Closer DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President XXXXXXX XXXXX BANK, N.A., as a Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director ROYAL BANK OF CANADA, individually as a Lender and as an Issuing Bank By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: Senior Vice President XXXXXXX BUSINESS CREDIT CORPORATION, as a Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President Woodforest National Bank, as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President [Signature page to Sixth Amended and Restated Credit Agreement] XXXXXXX XXXXX BANK USA as an Exiting Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Authorized SignatorySignatory COMERICA BANK as an Exiting Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President CAPITAL ONE BUSINESS CREDIT CORP. as an Exiting Lender By: /s/ Julianne Low Name: Julianne Low Title: Senior Director UBS AG, STAMFORD BRANCH as an Exiting Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Associate Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director EXHIBIT A [FORM OF] EURODOLLAR BORROWING NOTICE Date: , 20 To: [JPMorgan Chase Bank, N.A.], as Agent for the Lenders

JPMORGAN CHASE BANK, N. A., individually as a Lender, as an Issuing Bank, as a Swingline Term A Lender, a Revolving Credit Lender and as the Administrative Agent and Collateral Agent, a Letter of Credit Issuer By: /s/ Xxxxx Xxxxxx Xxxxxxx Name: Xxxxx Xxxxxx Xxxxxxx Title: Vice President CITIBANKXxxxx Fargo Bank, N.A.National Association, individually as a Term A Lender and as an Issuing Bank a Revolving Credit Lender By: /s/ Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx Title: Director Fifth Third Bank, National Association, as a Term A Lender and a Revolving Credit Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President CREDIT SUISSE AGTRUIST BANK, CAYMAN ISLANDS BRANCH, individually as a Term A Lender and as an Issuing Bank a Revolving Credit Lender By: /s/ Xxxx X. Toronto Xxx X Xxxxx III Name: Xxxx X. Toronto Xxx X Xxxxx III Title: Authorized Signatory Senior Vice President Stifel Bank & Trust, as a Term A Lender and a Revolving Credit Lender By: /s/ Xxxxxx Xxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxx X. Xxxxxxxx Title: Authorized Signatory HSBC BANK USA, NATIONAL ASSOCIATIONVice President SYNOVUS BANK, as a Term A Lender and a Revolving Credit Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Relationship Manager XXXXXXX XXXXXXX BANK, as a Term A Lender and Revolving Credit Lender By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Duly Authorized Signatory UNITED COMMUNITY BANK as a Term A Lender and Revolving Credit Lender By: /s/ Xxxx Xxxxxx Name: Xxxxxxx Xxxx Xxxxxx Title: Managing Director HSBC SECURITIES (USA) INC., as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director ROYAL BANK OF CANADA, individually as a Lender and as an Issuing Bank By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: Authorized SignatoryVice President

JPMORGAN CHASE BANK, N. A., individually as a Agent, Lender, as an Issuing Bank, as a LC Issuer and Swingline Lender and as the Administrative Agent and Collateral Agent, By: /s/ J. Xxxxx Xxxxxxx Xxxx Name: J. Xxxxx Xxxxxxx Xxxx Title: Vice President CITIBANKAuthorized Officer NOTICE ADDRESS FOR AGENT, N.A.LC ISSUER AND SWINGLINE LENDER c/o Portfolio Manager Chase Business Credit JPMorgan Chasx Xxxx 0000 Xxxx Xxxxxx, individually 9th Floor Mail Code: TX1-2921 Dallxx, Xxxxx 00000 Telephone: (000) 000-0000 Fax: (000) 000-0000 BARCLAYS BANK, PLC as a Lender and as an Issuing Bank By: /s/ Xxxxxxx Xxxx Xxxxxx Name: Xxxxxxx Xxxx Xxxxxx Title: Vice President CREDIT SUISSE AGCapital One Business Credit Corp., CAYMAN ISLANDS BRANCH, individually as a Lender and By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Senior Vice President Comerica Bank as an Issuing Bank a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Officer Xxxxxxx Sachs Bank, USA as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Assistant Vice President XXXXXXX XXXXX BANK, N.A., as a Lender By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Senior Vice President RB INTERNATIONAL FINANCE (USA) LLC, as a Lender By: /s/ Xxxx X. Toronto Xxxxxxx Name: Xxxx X. Toronto Xxxxxxx Title: Authorized Signatory First Vice President By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President Regions Bank, as a Lender By: /s/ Xxxxxx Xxxxx X. Xxxxxx Name: Xxxxxx Xxxxx X. Xxxxxx Title: Authorized Signatory HSBC BANK USA, NATIONAL ASSOCIATIONSenior Vice President Royal Bank of Canda, as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director HSBC SECURITIES (USA) Authorized Signatory SIEMENS FINANCIAL SERVICES, INC., as an Issuing Bank a Lender By: /s/ Xxxxxxx Xxxx Xxxxxx Name: Xxxxxxx Xxxx Xxxxxx Title: Vice President By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Collateral Specialist SUNTRUST BANK, as a Lender By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Assistant Vice President The Bank of Nova Scotia, as a Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Director UBS AG, STAMFORD BRANCH, as a Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Associate Director Union Bank, N.A., as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President Xxxxx Fargo Bank, N.A., as a Lender By: /s/ T. Xxxx Xxxxx Name: T. Xxxx Xxxxx Title: Managing Director ROYAL BANK OF CANADAEXHIBIT A EURODOLLAR BORROWING NOTICE Date: , individually 20 To: JPMorgan Chase Bank, N.A., as Agent for the Lenders This Borrowing Notice is furnished pursuant to Section 2.1.1(b)(i) of that certain Fifth Amended and Restated Credit Agreement (as may be amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), dated as of December 13, 2013, among USA COMPRESSION PARTNERS, LP, a Lender Delaware limited partnership (“Holdings”), USAC OPCO 2, LLC, a Texas limited liability company (“USAC OpCo 2”), USAC LEASING 2, LLC, a Texas limited liability company (“USAC Leasing 2” and together with Holdings and USAC OpCo 2, collectively, the “Guarantors”), USA COMPRESSION PARTNERS, LLC, a Delaware limited liability company (“USA Compression Partners”) and USAC LEASING, LLC, a Delaware limited liability company (“USAC Leasing” and together with USA Compression Partners, collectively, the “Borrowers”), the Lenders party thereto from time to time, JPMORGAN CHASE BANK, N.A., a national banking association, as an LC Issuer and as an Issuing Bank By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: Authorized SignatoryAgent (as each term is defined therein), XXXXX FARGO BANK, N.A., as Documentation Agent (as defined therein), and REGIONS BANK, as Syndication Agent (as defined therein). Unless otherwise defined herein, capitalized terms used in this Borrowing Notice have the meanings ascribed thereto in the Credit Agreement. The Borrower hereby notifies the Agent of its request of the following Eurodollar Advance:

JPMORGAN CHASE BANK, N. A.A. as Administrative Agent, individually as a Lender, as an Issuing Bank, as a Swingline Lender and as the Administrative Agent and Collateral Agent, Letter of Credit Issuer By: /s/ Xxxxx Xxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxx Title: Vice President CITIBANK, N.A., individually as a Lender and as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually as a Lender and as an Issuing Bank By: /s/ Xxxx X. Toronto Name: Xxxx X. Toronto Title: Authorized Signatory By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory HSBC Credit Executive BARCLAYS BANK USA, NATIONAL ASSOCIATIONPLC, as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director HSBC SECURITIES (USA) INC., as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director ROYAL BANK OF CANADA, individually as a Lender and as an Issuing Bank By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: Director Signature Page to ITC Holdings Credit Agreement COMERICA BANK, as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Associate XXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Senior Vice President Signature Page to ITC Holdings Credit Agreement DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Director Signature Page to ITC Holdings Credit Agreement XXXXXXX SACHS BANK USA, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized SignatorySignatory Signature Page to ITC Holdings Credit Agreement XXXXXX XXXXXXX BANK, N.A., as a Lender By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Signatory Signature Page to ITC Holdings Credit Agreement PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President Signature Page to ITC Holdings Credit Agreement SCHEDULE I COMMITMENTS REVOLVING REVOLVING CREDIT CREDIT COMMITMENT LENDER ADDRESS FOR NOTICES COMMITMENT PERCENTAGE JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. Loan Operations 00 Xxxxx Xxxxxxxx, 0xx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxxxxx Xxxx Facsimile No.: (000) 000-0000 $ 16,250,000 16.25 % with copy to (except in the case of notices relating to borrowings, continuations and conversions): JPMorgan Chase Bank, N.A. 00 Xxxxx Xxxxxxxx, 0xx Xxxxx Mail Code XX0-0000 Xxxxxxx, XX 00000 Attention: Xxxxx X. Xxxxxx Credit Executive, Corporate Client Banking, Power and Utilities Facsimile No.: (000) 000-0000 and JPMorgan Chase Bank, N.A. Portfolio Management Administration 00 Xxxxx Xxxxxxxx, 0xx Xxxxx Mail Code IL1-0874 Xxxxxxx, XX 00000 Attention: Xxxx XxXxxxx Facsimile No.: (000) 000-0000 Barclays Bank PLC Barclays Capital 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxx Xxxxx Fax: (000) 000-0000 $ 16,250,000 16.25 % Comerica Bank Comerica Bank 0000 Xxxxxx Xxxx Auburn Hills, MI 48236 Attention: Xxxxxxx Xxxxxxxx Fax: 000-000-0000 $ 11,250,000 11.25 % REVOLVING REVOLVING CREDIT CREDIT COMMITMENT LENDER ADDRESS FOR NOTICES COMMITMENT PERCENTAGE Credit Suisse AG, Cayman Islands Branch Credit Suisse AG, Cayman Islands Branch Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxx Fax: 000-000-0000 $ 11,250,000 11.25 % Xxxxx Fargo Bank, National Association Xxxxx Fargo Bank, National Association 00 X. 0xx Xxxxxx XXX: X0000-000 Xxxxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Fax: (000) 000-0000 $ 11,250,000 11.25 % Bank of America, N.A. Bank of America Xxxxxxx Xxxxx 000 X. XxXxxxx Street IL 4-135-04-61 Xxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Fax: (000) 000-0000 $ 6,750,000 6.75 % Deutsche Bank AG, New York Branch Deutsche Bank AG New York Branch 00 Xxxx Xxxxxx, Xxxxx 0 Xxx Xxxx, XX 00000 Attention: Xxxxx X. Xxxxxxxxx Fax: (000) 000-0000 $ 6,750,000 6.75 % Xxxxxxx Sachs Bank USA Xxxxxxx Xxxxx Bank USA 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxx Fax: 000-000-0000 $ 6,750,000 6.75 % Xxxxxx Xxxxxxx Bank, X.X. Xxxxxx Xxxxxxx Loan Servicing 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Fax: 000-000-0000 $ 6,750,000 6.75 % PNC Bank, National Association PNC Bank, National Association 000 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxx X Xxxxxx Fax: 000-000-0000 $ 6,750,000 6.75 % Total amount $ 100,000,000.00 100 % SCHEDULE II ENVIRONMENTAL MATTERS None. SCHEDULE III PENSION AND WELFARE MATTERS The International Transmission Company Postretirement Welfare Plan as described in Note 11 to the ITC Holdings’ financial statements set forth in the ITC Holdings’ Form 10-K for the period ending December 31, 2010. SCHEDULE IV OUTSTANDING LIENS ON CLOSING DATE None. EXHIBIT A Form of Notice of Borrowing NOTICE OF BORROWING TO: JPMorgan Chase Bank, N.A. Loan Operations 00 Xxxxx Xxxxxxxx, 0xx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxxxxx Xxxx Facsimile No.: (000) 000-0000 Pursuant to the Revolving Credit Agreement, dated as of May 17, 2011 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among Michigan Electric Transmission Company, LLC, a Michigan limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement, and JPMorgan Chase Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to borrow as follows: Revolving Credit Loan:

JPMORGAN CHASE BANK, N. A., individually as a Lender, as an Issuing BankA. TORONTO, as a Swingline Canadian Lender and By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President Address: JPMorgan Chase JPM-Delaware Loan Operations 000 Xxxxxxx Xxxxxxxxxx Xxxx, Ops 2/3 Newark, DE 19713 Attn: Xxxxx Xxxxx/Xxxxxx Xxxx Telephone: 000-000-0000/000-000-0000 Telecopy: 000-000-0000 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as the Administrative Agent and Collateral Agent, a Domestic Lender By: /s/ Xxxxx Xxxxxxx Xxxxx Name: Xxxxx Xxxxxxx Xxxxx Title: Vice President By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Associate Address: Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx Xxxxx Telephone: 000-000-0000 Telecopy: 000-000-0000 XXXXXXX XXXXX LENDING PARTNERS LLC, as a Domestic Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory Address: Attn: Telephone: Telecopy: CITIBANK GLOBAL MARKETS, INC., as Co-Documentation Agent By: /s/ Miles X. XxXxxxx Name: Miles X. XxXxxxx Title: Vice President and Director Address: 000 Xxxxxxxxx Xxxxxx 0xx Xxxxx Xxx Xxxx, XX 00000 Attn: Miles X. XxXxxxx Telephone: 000-000-0000 Telecopy: 000-000-0000 CITIBANK, N.A., individually as a Domestic Lender and as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President CREDIT SUISSE AGAddress: 000 Xxxxxxxxx Xxxxxx 0xx Xxxxx Xxx Xxxx, CAYMAN ISLANDS XX 00000 Attn: Xxxxxxx Xxxxxx Telephone: 000-000-0000 Telecopy: 000-000-0000 DEUTSCHE BANK AG NEW YORK BRANCH, individually as a Lender and Co-Documentation Agent, as an Issuing Bank By: /s/ Xxxx X. Toronto Name: Xxxx X. Toronto Title: Authorized Signatory By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory HSBC BANK USABank, NATIONAL ASSOCIATION, and as a Domestic Lender By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxx Xxxxxxx Title: Managing Director HSBC SECURITIES (USA) INC., as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxx Xxxxxxxx Title: Managing Director ROYAL Vice President Address: 00 Xxxx Xxxxxx XXX00-0000 Xxx Xxxx, XX 00000 Attn: Telephone: Telecopy: DEUTSCHE BANK OF CANADAAG CANADA BRANCH, individually as a Canadian Lender and as an Issuing Bank By: /s/ Xxx X. Xxxxxx X’Xxxx Name: Xxx X. Xxxxxx X’Xxxx Title: Authorized SignatoryDirector By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Assistant Vice President Address: Deutsche Bank 000 Xxx Xxxxxx, Xxxxx 0000 Xxxxxxxx Xxxxx West, Box 263 Toronto, Ontario X0X 0X0 Xxxxxx Attn: Telephone: Telecopy:

JPMORGAN CHASE BANK, N. A., individually as a Lender, as an Issuing Bank, as a Swingline Lender and A. as the Administrative Agent and Collateral Agent, as a Buyer By: /s/ Xxxxx Xxxxxxx XXXXXXX X. XXXXXXXXX Name: Xxxxx Xxxxxxx X. Xxxxxxxxx Title: Vice President CITIBANKUSActive 5629959.9 BNP PARIBAS, N.A., individually as a Lender and as an Issuing Bank Buyer By: /s/ Xxxxxxx Xxxxxx LAURENT VANDERZYPPE Name: Xxxxxxx Xxxxxx LAURENT VANDERZYPPE Title: Vice President CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually as a Lender and as an Issuing Bank Managing Director By: /s/ Xxxx XXXXX X. Toronto FOIGENBAUM Name: Xxxx Xxxxx X. Toronto Foigenbaum Title: Authorized Signatory Managing Director Address for Notices: 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxx Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000] USActive 5629959.9 COMMERZBANK AKTIENGESELLSCHAFT NEW YORK BRANCH and GRAND CAYMAN BRANCH, as a Buyer By: /s/ Xxxxxx Xxxxx XXXXXX X. XXXXX Name: XXXXXX X. XXXXX Title: VICE PRESIDENT By: /s/ XXXXXX X. ARAW Name: Xxxxxx Xxxxx X. Araw Title: Authorized Signatory HSBC Assistant Vice President Address for Notices: 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx XxXxxxxx Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 USActive 5629959.9 US BANK USA, NATIONAL ASSOCIATION, as a Lender Buyer By: /s/ Xxxxxxx Xxxxxx XXXXXXX X. XXXXXXXX Name: XXXXXXX X. XXXXXXXX Title: Vice President Address for Notices: 000 Xxxxxxxx Xxxx Xxxx Xxxxxxx XX-XX-XX0X Xxxxxxxxxxx, XX 00000 Attention: Xx. Xxxxxxx Xxxxxxxx Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 USActive 5629959.9 KEYBANK NATIONAL ASSOCIATION, as a Buyer By: /s/ XXXX XXXXXX Name: Xxxx Xxxxxx Title: Executive Vice President Address for Notices: 000 Xxxxxx Xxxxxx, XX-00-00-0000 Xxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxx Telecopier No.: 000-000-0000 Telephone No.: 000-000-0000 USActive 5629959.9 DB STRUCTURED PRODUCTS, INC., as a Buyer By: /s/ XXXXX XXXXXXX Name: XXXXX XXXXXXX Title: DIRECTOR By: /s/ XXXX XXXXXXXX Name: Xxxx XxXxxxxx Title: Authorized Signatory Address for Notices: 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx Xx Telecopier No.: 000-000-0000 Telephone No.: 000-000-0000 USActive 5629959.9 FORTIS CAPITAL CORP., as a Buyer By: /s/ XXXX XXXXX Name: Xxxx Xxxxx Title: Managing Director HSBC SECURITIES (USA) INC., as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx XXXXX XXXXX Name: Xxxxxxx Xxxxxx Xxxxx Xxxxx Title: Managing Director ROYAL Senior Vice President Address for Notices: 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxx Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 USActive 5629959.9 BANK OF CANADAHAPOALIM BM, individually as a Lender and as an Issuing Bank Buyer By: /s/ Xxx XXXXX X. Xxxxxx XXXXXXX Name: Xxx XXXXX X. Xxxxxx XXXXXXX Title: Authorized SignatoryVICE PRESIDENT By: /s/ XXXXXX XXXXXXX Name: XXXXXX XXXXXXX Title: FIRST VICE PRESIDENT Address for Notices: 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Xx. Xxxxx X. Gateson Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 USActive 5629959.9 Schedule 1 Buyer’s Commitments BUYERS COMMITMENTS JPMorgan Chase Bank, N.A. $125,000,000 KeyBank National Association $100,000,000 Commerzbank Aktiengesellschaft New York and Grand Cayman Branch $90,000,000 BNP Paribas $50,000,000 US Bank National Association $50,000,000 DB Structured Products, Inc. $35,000,000 Fortis Capital Corp. $35,000,000 Bank Hapoalim $15,000,000 USActive 5629959.9 Purchase Price Share Fractions BUYERS PURCHASE PRICE SHARE FRACTIONS JPMorgan Chase Bank, N.A. 25% KeyBank National Association 20% Commerzbank Aktiengesellschaft New York and Grand Cayman Branch 18% BNP Paribas 10% US Bank National Association 10% DB Structured Products, Inc. 7% Fortis Capital Corp. 7% Bank Hapoalim 3% USActive 5629959.9 Exhibit A ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Administration Agreement identified below (as amended, the “Administration Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Administration Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Buyer under the Administration Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and Swing Line Transactions included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Buyer) against any Person, whether known or unknown, arising under or in connection with the Administration Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

JPMORGAN CHASE BANK, N. A., individually as Global Administrative Agent and as a LenderLender By: /s/ J. Sxxxx Xxxxxx J. Sxxxx Xxxxxx, as an Issuing BankSenior Vice President [Signature Page to U.S. Amended And Restated Credit Agreement] BANK OF AMERICA, N.A., as a Swingline Lender Co-Global Syndication Agent and as the Administrative Agent and Collateral Agent, a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Rxxxxx X. XxXxxx Rxxxxx X. XxXxxx, Senior Vice President [Signature Page to U.S. Amended And Restated Credit Agreement] BNP PARIBAS, as a Co-Global Syndication Agent and as a Lender By: /s/ Bxxxx X. Xxxxxx Bxxxx X. Xxxxxx, Managing Director By: /s/ Rxxxxxx Xxxx Rxxxxxx Xxxx, Vice President [Signature Page to U.S. Amended And Restated Credit Agreement] FORTIS CAPITAL CORP., as a Co-Global Documentation Agent and as a Lender By: /s/ Mxxxxxx Xxxxx Mxxxxxx Xxxxx, Senior Vice President By: /s/ Dxxxxxx Xxxxxx Dxxxxxx Xxxxxx, Managing Director [Signature Page to U.S. Amended And Restated Credit Agreement] THE BANK OF NOVA SCOTIA, as a Co-Global Documentation Agent and as a Lender By: /s/ Rxxxxxx Xxxxxxxxx Rxxxxxx Xxxxxxxxx, Director [Signature Page to U.S. Amended And Restated Credit Agreement] DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Co-Global Documentation Agent and as a Lender By: /s/ Sxxx Xxxxx Sxxx Xxxxx, Vice President By: /s/ Cxxxx Xxxxxx Cxxxx Xxxxxx, Vice President [Signature Page to U.S. Amended And Restated Credit Agreement] BMO CAPITAL MARKETS FINANCING, INC., as a Lender By: /s/ Mxxx Xxx Xxxxx Mxxx Xxx Xxxxx, Vice President [Signature Page to U.S. Amended And Restated Credit Agreement] THE ROYAL BANK OF SCOTLAND plc, as a Lender By: /s/ Rxxxxx X. Xxxxxxxx Xx. Rxxxxx X. Xxxxxxxx Xx. Vice President [Signature Page to U.S. Amended And Restated Credit Agreement] CALYON NEW YORK BRANCH, as a Lender By: /s/ Dxxxxx Xxxxxx Dxxxxx Xxxxxx, Managing Director By: /s/ Mxxxxxx Xxxxxx Mxxxxxx Xxxxxx, Director CITIBANK, N.A., individually as a Lender and as an Issuing Bank By: /s/ Xxxxxxx Jxxx X. Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President CREDIT SUISSE AGJxxx X. Xxxxxx, CAYMAN ISLANDS BRANCHAttorney-In-Fact [Signature Page to U.S. Amended And Restated Credit Agreement] SOCIÉTÉ GÉNÉRALE, individually as a Lender and as an Issuing Bank By: /s/ Xxxx Sxxxxxx X. Toronto Name: Xxxx Xxxxxx Sxxxxxx X. Toronto Title: Authorized Signatory Xxxxxx, Director [Signature Page to U.S. Amended And Restated Credit Agreement] UNION BANK OF CALIFORNIA, N.A., as a Lender By: /s/ Axxxxx Xxxxx Axxxxx Xxxxx, Investment Banking Officer [Signature Page to U.S. Amended And Restated Credit Agreement] WXXXX FARGO BANK, N.A., as a Lender By: /s/ Cxxxxxx X. Xxxxxxx Cxxxxxx X. Xxxxxxx, Vice President [Signature Page to U.S. Amended And Restated Credit Agreement] TORONTO DOMINION (TEXAS) LLC, as a Lender By: /s/ Ixx Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Ixx Xxxxxx, Authorized Signatory HSBC [Signature Page to U.S. Amended And Restated Credit Agreement] COMERICA BANK, as a Lender By: /s/ Pxxxx X. Xxxxxx Pxxxx X. Xxxxxx, Vice President [Signature Page to U.S. Amended And Restated Credit Agreement] U.S. BANK USA, NATIONAL ASSOCIATION, as a Lender By: /s/ Dxxxx Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director HSBC SECURITIES (USA) Dxxxx Xxxxxxx, Vice President [Signature Page to U.S. Amended And Restated Credit Agreement] CIBC INC., as an Issuing Bank a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Dxxxxxx X. Xxxxxxxx Dxxxxxx X. Xxxxxxxx, Executive Director ROYAL BANK OF CANADACIBC World Markets Corp. Authorized Signatory [Signature Page to U.S. Amended And Restated Credit Agreement] COMPASS BANK, individually as a Lender and as an Issuing Bank By: /s/ Xxx Mxxxxx Xxxxxxxx Mxxxxx Xxxxxxxx, Executive Vice President [Signature Page to U.S. Amended And Restated Credit Agreement] CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender By: /s/ Vxxxxxx Xxxxx Vxxxxxx Xxxxx, Vice President By: /s/ Mxxxxxx Xxxxxxxxxxx Mxxxxxx Xxxxxxxxxxx, Associate [Signature Page to U.S. Amended And Restated Credit Agreement] STERLING BANK, as a Lender By: /s/ Mxxxxxx X. Xxxxxx Name: Xxx Mxxxxxx X. Xxxxxx Title: Authorized SignatoryXxxxxx, Senior Vice President [Signature Page to U.S. Amended And Restated Credit Agreement]

JPMORGAN CHASE BANK, N. A., individually as a Lender, as an Issuing Bank, as a Swingline Lender and as the Administrative Agent and Collateral Agent, By: /s/ Xxxxx Xxxxxxx XXXXXXX XXXX Name: Xxxxx Xxxxxxx Xxxx Title: Vice President CITIBANKFIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT (FIVE-YEAR FACILITY) XXXXXXX XXXXX BANK USA, N.A., individually as a Lender and as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx XXXXXXXX XXXXXXX Name: Xxxxxxxx Xxxxxxx Xxxxxx Title: Vice President CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually as a Lender and as an Issuing Bank By: /s/ Xxxx X. Toronto Name: Xxxx X. Toronto Title: Authorized Signatory SIGNATURE PAGE TO FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT (FIVE-YEAR FACILITY) BANK OF NEW YORK MELLON, as a Lender By: /s/ Xxxxxx Xxxxx XXXXXXX X. XXXXXXX Name: Xxxxxx Xxxxx Xxxxxxx X. Xxxxxxx Title: Authorized Signatory HSBC BANK USAVP SIGNATURE PAGE TO FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx Xxxxxx XXXX XXXXXXX Name: Xxxx Xxxxxxx Xxxxxx Title: Managing Director HSBC SECURITIES (USA) INCSenior Vice President FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT THE CHIBA BANK, LTD., NEW YORK BRANCH, as an Issuing Bank a Lender By: /s/ Xxxxxxx Xxxxxx XXXXXXXXX XXXXXXX Name: Xxxxxxxxx Xxxxxxx Xxxxxx Title: Managing Director ROYAL BANK OF CANADA, individually as a Lender and as an Issuing Bank By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: Authorized SignatoryGeneral Manager FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT (FIVE-YEAR FACILITY)

JPMORGAN CHASE BANK, N. A., individually and as a LenderAdministrative Agent, as an Issuing Bank, as a Swingline Lender and a Lender By: /s/ Xxxxxx X. Xxx Name: Xxxxxx X. Xxx Title: Authorized Officer (ARCHROCK PARTNERS OPERATING LLC) US 4894648V.16 XXXXX FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent and Collateral Agenta Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director (ARCHROCK PARTNERS OPERATING LLC) US 4894648V.16 BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxxx Xxxxxxx X. Xxxx Name: Xxxxx Xxxxxxx X. Xxxx Title: Senior Vice President CITIBANK, N.A., individually as a Lender and as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually as a Lender and as an Issuing Bank By: /s/ Xxxx X. Toronto Name: Xxxx X. Toronto Title: Authorized Signatory By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory HSBC (ARCHROCK PARTNERS OPERATING LLC) US 4894648V.16 ROYAL BANK USA, NATIONAL ASSOCIATIONOF CANADA, as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director HSBC SECURITIES Authorized Signatory SIGNATURE PAGE TO CREDIT AGREEMENT (USAARCHROCK PARTNERS OPERATING LLC) INC.US 4894648V.16 REGIONS BANK, as an Issuing Bank a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director ROYAL (ARCHROCK PARTNERS OPERATING LLC) US 4894648V.16 THE BANK OF CANADANOVA SCOTIA, individually as a Lender and as an Issuing Bank By: /s/ Xxx X. Xxxxxxx Name: X. Xxxxxxx Title: Director (ARCHROCK PARTNERS OPERATING LLC) US 4894648V.16 THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory SIGNATURE PAGE TO CREDIT AGREEMENT (ARCHROCK PARTNERS OPERATING LLC) US 4894648V.16 COMPASS BANK, as a Lender By: /s/ Xxxxxxx Song Name: Xxxxxxx Song Title: Senior Vice President (ARCHROCK PARTNERS OPERATING LLC) US 4894648V.16 SUMITOMO MITSUI BANKING CORPORATION, as a Lender By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director (ARCHROCK PARTNERS OPERATING LLC) US 4894648V.16 CITIBANK, N.A., as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President (ARCHROCK PARTNERS OPERATING LLC) US 4894648V.16 BRANCH BANKING AND TRUST COMPANY, as a Lender By: /s/ Lincoln XxXxxx Name: Lincoln XxXxxx Title: Assistant Vice President (ARCHROCK PARTNERS OPERATING LLC) US 4894648V.16 PNC BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Senior Vice President (ARCHROCK PARTNERS OPERATING LLC) US 4894648V.16 XXXXXXX XXXXX BANK N.A., as a Lender By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Senior Vice President (ARCHROCK PARTNERS OPERATING LLC) US 4894648V.16 CIT BANK, N.A., as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President (ARCHROCK PARTNERS OPERATING LLC) XX 0000000X.00 XXXXXXX XXXXX BANK USA, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxx X. Xxxx Xxxxxx Title: Authorized SignatorySignatory SIGNATURE PAGE TO CREDIT AGREEMENT (ARCHROCK PARTNERS OPERATING LLC) US 4894648V.16 CATERPILLAR FINANCIAL SERVICES CORPORATION, as a Lender By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director (ARCHROCK PARTNERS OPERATING LLC) US 4894648V.16 FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Vice President SIGNATURE PAGE TO CREDIT AGREEMENT (ARCHROCK PARTNERS OPERATING LLC) US 4894648V.16 WOODFOREST NATIONAL BANK, as a Lender By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Senior Vice President (ARCHROCK PARTNERS OPERATING LLC) US 4894648V.16 COMMITMENT SCHEDULE Lender Revolving Commitment Percentage JPMorgan Chase Bank, N.A. $200,000,000 18.2% Xxxxx Fargo Bank, National Association $105,000,000 9.5% Bank of America, N.A. $95,000,000 8.6% Regions Bank $95,000,000 8.6% Royal Bank of Canada $95,000,000 8.6% The Bank of Nova Scotia $95,000,000 8.6% The Toronto-Dominion Bank, New York Branch $75,000,000 6.8% Citibank, N.A. $50,000,000 4.5% Branch Banking & Trust Company $45,000,000 4.1% CIT Bank, N.A. $35,000,000 3.2% PNC Bank, National Association $35,000,000 3.2% Compass Bank $30,000,000 2.7% Xxxxxxx Xxxxx Bank, N.A. $30,000,000 2.7% Sumitomo Mitsui Banking Corporation $30,000,000 2.7% Xxxxxxx Sachs Bank USA $25,000,000 2.3% Caterpillar Financial Services Corporation $20,000,000 1.8% First Tennessee Bank, N.A. $20,000,000 1.8% Woodforest National Bank $20,000,000 1.8% Total $1,100,000,000 100%

JPMORGAN CHASE BANK, N. A., individually A. as Administrative Agent and as a Lender, as an Issuing Bank, as a Swingline Lender and as the Administrative Agent Swing Line Lender, and Collateral Agent, as Issuing Lender By: /s/ Xxxxx Xxxxxxx AliciaT. Schreibstein Name: Xxxxx Xxxxxxx AliciaT. Schreibstein Title: Vice President CITIBANKBank of America, N.A., individually N.A. as Syndicated Agent and as a Lender By: Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Senior Vice President XXXXX FARGO BANK, N. A. as Syndication Agent and as an Issuing Bank a Lender By: /s/ Xxxxxxx /s/Xxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Title: Vice President CREDIT SUISSE AGRBS CITIZENS, CAYMAN ISLANDS BRANCHNATIONAL ASSOCIATION, individually as Co-Documentation Agent and as a Lender and as an Issuing Bank By: /s/ Xxxx X. Toronto Xxxxxxx Name: Xxxx X. Toronto Xxxxxxx Title: Authorized Signatory Senior Vice President CAPITAL ONE, N.A., as Co-Documentation Agent and as a Lender By: /s/ Xxxxxx Xxxxx Xxx Xxxxxxxxx Name: Xxxxxx Xxxxx Xxx Xxxxxxxxx Title: Authorized Signatory Vice President HSBC BANK Bank USA, NATIONAL ASSOCIATIONNational Association, as a Lender By: /s/ Xxxxxxx Xxxxxx Xxxxxxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director HSBC SECURITIES (USA) INC.Xxxxxxxxxxx Xxxxxxxxxx Senior Vice President TD Bank, N.A., as an Issuing Bank a Lender By: /s/ Xxxxxxx Xxxxxx Xxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxx Xxxx Xxxxxxxxx Title: Managing Director ROYAL BANK OF CANADA, individually as a Lender and as an Issuing Bank By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: Authorized SignatoryVice President

JPMORGAN CHASE BANK, N. A., individually as Administrative Agent, a Lender, as an Issuing Bank, as a Swingline Swing Line Lender and as the Administrative Agent and Collateral Agent, By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President CITIBANK, N.A., individually as a Lender and as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx Jo Lxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxx Jo Lxxxx Xxxxxxxxx Title: Vice President CREDIT SUISSE AGAuthorized Officer WXXXX FARGO BANK, CAYMAN ISLANDS BRANCHN.A., individually as a Lender and as an Issuing Bank By: /s/ Xxxx X. Toronto Txx Xxxxx Name: Xxxx X. Toronto Txx Xxxxx Title: Authorized Signatory Director BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxxxx Xxxxx Rxxxxx X. XxXxxx Name: Xxxxxx Xxxxx Rxxxxx X. XxXxxx Title: Authorized Signatory HSBC Managing Director BANK USAOF MONTREAL, as a Lender By: /s/ Gxxxxx Xxxxxxxx Name: Gxxxxx Xxxxxxxx Title: Managing Director CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx Xxxxxx Mxxxxxx Xxxxx Name: Xxxxxxx Xxxxxx Mxxxxxx Xxxxx Title: Managing Director HSBC SECURITIES (Vice President BBVA USA) INC., as an Issuing Bank a Lender By: /s/ Xxxxxxx Xxxxxx Jxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxx Jxxxx Xxxxxxxx Title: Managing Director ROYAL BANK OF CANADAVice President THE TORONTO-DOMINION BANK, individually NEW YORK BRANCH, as a Lender and as an Issuing Bank By: /s/ Pxxxx Xxx X. Xxxxxx Name: Pxxxx Xxx X. Xxxxxx Title: Authorized Signatory

JPMORGAN CHASE BANK, N. A., individually as a Lender, Lender and as Administrative Agent and an Issuing BankBank By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director BARCLAYS BANK PLC, as a Swingline Lender and as the Administrative Agent and Collateral Agent, By: an Issuing Bank By /s/ Xxxxx Xxxxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxxxxx Title: Vice President CITIBANK, N.A., individually as a Lender and as an Issuing Bank By: By /s/ Xxxxxxx Xxxxxx Xxxxx Name: Xxxxxxx Xxxxxx Xxxxx Title: Managing Director & Vice President CREDIT SUISSE AGROYAL BANK OF CANADA, CAYMAN ISLANDS BRANCH, individually as a Lender and as an Issuing Bank By: /s/ Xxxx X. Toronto Name: Xxxx X. Toronto Title: Authorized Signatory By: By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory PNC BANK, NATIONAL ASSOCIATION, as a Lender By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Senior Vice President CITIZENS BANK, NATIONAL ASSOCIATION, as a Lender By /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President U.S. BANK NATIONAL ASSOCIATION, as a Lender By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President THE HUNTINGTON NATIONAL BANK, as a Lender By /s/ Xxxxxxx X. XxXxxxxxx Name: Xxxxxxx X. XxXxxxxxx Title: Senior Vice President KEYBANK NATIONAL ASSOCIATION, as a Lender By /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Senior Vice President BMO XXXXXX BANK, N.A., as a Lender By /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Director BANK OF AMERICA, N.A., as a Lender and an Issuing Bank By /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender By: By /s/ Xxxxxxx Xxxxxx Xxxxx XxXxxxx Name: Xxxxxxx Xxxxxx Xxxxx XxXxxxx Title: Managing Director HSBC SECURITIES (USA) INC., as an Issuing Bank By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director ROYAL BANK OF CANADA, individually as a Lender and as an Issuing Bank By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: Authorized SignatoryAssistant Vice President