Common use of PRELIMINARY STATEMENTS Clause in Contracts

PRELIMINARY STATEMENTS. The Borrower intends to acquire (the “Closing Date Acquisition”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the Borrower has requested that (a) substantially simultaneously with the consummation of the Offer, the Lenders extend credit to the Borrower in the form of $400.0 million of Closing Date Term Loans and $150.0 million of Revolving Commitments on the Closing Date as secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Bridge Loans, the Equity Contribution and cash on hand, will be used on the Closing Date, (i) to fund the Closing Date Refinancing and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capital. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks have indicated their willingness to issue Letters of Credit, in each case on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant to the Amendment and Restatement Agreement to which this Agreement is attached as Annex A. The Borrower intends to acquire (the “Closing Date Acquisition”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the Borrower has requested that (a) substantially simultaneously with the consummation of the Offer, the Lenders extend credit to the Borrower in the form of (i) Term B Loans in an initial aggregate Dollar Amount of $400.0 million 1,775,000,000, (ii) a Term C Loans in an initial aggregate Dollar Amount of Closing Date $425,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of the New Term Loans (as defined in the Amendment and $150.0 million Restatement Agreement), together with a portion of Revolving Commitments the Borrower’s cash on hand, are being used by the Borrower on the Closing Date to refinance all obligations of the Borrower under the Original Credit Agreement that are not subject to the Term Loan Conversion (as secured credit facilities defined in the Amendment and (bRestatement Agreement) from time and to time on pay any related fees and expenses in connection therewith. The proceeds of Revolving Credit Loans made after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit Date will be used for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, of the Borrower and its Subsidiaries, pursuant to including the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreementfinancing of Permitted Acquisitions. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Term Swing Line Loans and the Closing Date Revolving Borrowings, together with the proceeds Letters of the Bridge Loans, the Equity Contribution and cash on hand, Credit will be used on for general corporate purposes of the Closing Date, Borrower and its Subsidiaries (i) to fund the Closing Date Refinancing and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capitalas otherwise expressly provided herein). The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers have indicated their willingness to issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends to acquire (the “Closing Date Acquisition”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the Borrower has requested that (a) substantially simultaneously with the consummation of the Offer, the Lenders extend credit to the Borrower in the form of $400.0 2,555.0 million of Closing Date USD Term Loans, €507.0 million of Closing Date Euro Term Loans and $150.0 500.0 million of Revolving Commitments on the Closing Date as first lien secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Closing Date, the Borrower will enter into the Bridge Loan Second Lien Credit Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date will obtain $600.0 million in an initial aggregate principal amount of €240.0 millionsecond lien term loans (the “Second Lien Initial Term Loans”). The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Bridge Loans, the Equity Contribution Second Lien Initial Term Loans and cash on hand, will be used on the Closing Date, (i) Date to fund the Closing Date Refinancing and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capitalTransactions. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks have indicated their willingness to issue Letters of Credit, in each case on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Pursuant to the Merger Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Kangaroo Acquisition, Inc., a Delaware corporation and a wholly owned Subsidiary of Holdings (“Acquisition Sub”), shall be merged with the Borrower, with the Borrower intends to acquire as the surviving corporation (the “Closing Date AcquisitionMerger”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the The Borrower has requested that (a) substantially simultaneously with the consummation of the OfferMerger, the Lenders extend credit to the Borrower in the form of $400.0 million of Closing Date (i) Term Loans and in an initial aggregate principal amount of $150.0 million 1,310,000,000, (ii) a Working Capital RC Facility in an aggregate principal amount of Revolving Commitments on the Closing Date as secured credit facilities $150,000,000 and (biii) a Pre-Funded RC Facility in an aggregate principal amount of $100,000,000. The Working Capital RC Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 milliontime. The proceeds of the Closing Date Term Loans and made on the Closing Date Revolving BorrowingsDate, together with the proceeds of (i) the Bridge Loansissuance of the Senior Notes, (ii) the Specified Lease Transactions and (iii) the cash portion of the Equity Contribution and cash on handContributions, will be used to finance the Debt Prepayment and pay the Merger Consideration and the Transaction Expenses. Additional proceeds of Working Capital RC Loans made on the Closing Date will be used to fund (i) working capital adjustments, if any, required under the Merger Agreement, seasonal working capital needs and variations from working capital projected on the Closing Date, (iii) amounts not to fund exceed $11,500,000 to finance the Debt Prepayment and pay the Merger Consideration and the Transaction Expenses, and (iii) any escrow accounts, reserve deposits or similar amounts in respect of the Master Lease or related Sub-Leases. The proceeds of Working Capital RC Loans and Swing Line Loans made after the Closing Date Refinancing and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required will be used for working capital, Capital Expenditures and other general corporate purposes of the Borrower and the Restricted Subsidiaries, including the financing of Permitted Acquisitions; provided that if, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such Borrowing and any other Borrowing to occur on such date) the Rent Adjusted Leverage Ratio is greater than or equal to 5.25:1.00, proceeds of Working Capital RC Loans and Swing Line Loans may be utilized solely for working capital and other general corporate purposes (including Capital Expenditures, but excluding Capital Expenditures for the establishment of new restaurants and refurbishments of existing restaurants). Letters of Credit will be used for general corporate purposes of the Borrower and the Restricted Subsidiaries. The proceeds of Pre-Funded RC Loans will be used solely to fund Capital Expenditures. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers have indicated their willingness to issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends is party to acquire that certain Credit Agreement, dated as of March 7, 2011 (as amended, supplemented or otherwise modified prior to the date hereof, the “Closing Date AcquisitionExisting Credit Agreement”), directly or indirectlymade by and among the Borrower, Uniwheels AGChinos Acquisition Corporation (which merged with and into the Borrower on March 7, a stock corporation under German law (the “Target”2011), by way Holdings, Bank of a tender offer for not less than 75% of America, N.A., as administrative agent and collateral agent, and the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein)lenders, other agents and issuers from time to time party thereto. In connection therewith, the The Borrower has requested that (a) substantially simultaneously with the consummation of the Offer, the Lenders extend credit to the Borrower in the form of $400.0 million of Closing Date Term Loans and $150.0 million of Revolving Commitments on the Closing Date as secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an initial aggregate principal amount of €240.0 million$1,567,000,000 in connection with an amendment and restatement of the Existing Credit Agreement. The parties hereto intend that (a) the Obligations (as defined in the Existing Credit Agreement) which remain unpaid and outstanding as of the date hereof after giving effect to the Transaction shall continue to exist under this Agreement on the terms set forth herein and (b) the Collateral (as defined in the Existing Credit Agreement) shall continue to secure, support and otherwise benefit the Obligations (as defined herein) of the Loan Parties under this Agreement and the other Loan Documents. The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Bridge Loans, the Equity Contribution and cash on hand, will be used on the Closing Date, (i) to fund refinance, in full, the Closing Date Refinancing and term loans outstanding under the Existing Credit Agreement, together with any applicable interest or fees in connection therewith, (ii) to deposit funds with the trustee sufficient to redeem or repay in full the Senior Notes, and to pay any premium and accrued interest to the date of redemption, pursuant to the Senior Notes Indenture in satisfaction and discharge thereof in accordance with its terms (Athe transactions described in clauses (i) the Transaction Consideration, (B) the Transaction Expenses and (Cii), collectively, the “Refinancing”) amounts required for working capitaland (iii) to the extent of any excess proceeds following the Refinancing, to pay fees and expenses associated with the Refinancing. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks have indicated their willingness to issue Letters of Credit, in each case lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant agree to amend and agree restate the Existing Credit Agreement in its entirety as follows:

PRELIMINARY STATEMENTS. The Borrower intends Reference is made to acquire that certain First Lien Credit Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Closing Date Acquisition”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “TargetOriginal Credit Agreement”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewithand among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that (a) substantially simultaneously with the consummation of the OfferOriginal Credit Agreement be amended and restated as provided herein to, the Lenders extend credit to the Borrower in the form of $400.0 million of Closing Date among other things, provide for Term B Loans and $150.0 million of Revolving Commitments on the Closing Date as secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an initial aggregate principal amount of €240.0 million$600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Closing Date Term Loans and the Closing Date Revolving BorrowingsB Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Bridge Loans, Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Equity Contribution and cash on handUnsecured Notes Indenture, will be used on the Closing Date, Date by the Borrowers (ia) to fund consummate the Closing Date Refinancing and Refinancing, (iib) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (Cc) amounts required for working capitalto finance upfront fees and original issue discount with respect to the Facilities. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks have indicated their willingness to issue Letters of Credit, in each case lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends to acquire (the “Closing Date Acquisition”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the Borrower has requested that (a) substantially simultaneously with the consummation of the Offer, the Lenders extend credit to the Borrower in the form of $400.0 million 350,000,000 of Closing Date Term Loans and $150.0 million 100,000,000 of Revolving Commitments on the Closing Date as first lien secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Term Loans and the Closing Date Revolving BorrowingsLoans, together with the proceeds of the Bridge Loans, the Equity Contribution and cash on hand, will be used on the Closing Date, Date (i) to fund repay Indebtedness incurred under the Closing Date Refinancing Existing Credit Agreement, if any, and (ii) to pay (A) the Transaction Consideration, Specified Distribution and (B) the Transaction Expenses and (C) amounts required for working capitalExpenses. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks have indicated their willingness to issue Letters of Credit, in each case on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The GTO Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of the Borrower intends to acquire (the “Closing Date AcquisitionMerger Sub”), directly or indirectlywas organized by the Borrower to acquire control of Odyssey HealthCare, Uniwheels AGInc., a stock Delaware corporation under German law (the “TargetAcquired Business”). Pursuant to the Agreement and Plan of Merger dated May 23, by way of a tender offer for not less than 75% of the shares of the Target 2010 (the “OfferMerger Agreement”) among the Borrower, the Merger Sub and the Acquired Business, the Borrower and the Merger Sub have agreed to consummate a merger (the “Merger”) with support the Acquired Business in which the Merger Sub shall be merged with and into the Acquired Business with the Acquired Business surviving such merger as a wholly-owned subsidiary of the Significant Holder Borrower (as defined hereinthe “Surviving Corporation”). The proceeds of the borrowings hereunder will be used to fund a portion of the Transaction and provide ongoing working capital and for other general corporate purposes of the Borrower and its Subsidiaries. In connection therewithfurtherance of the foregoing, the Borrower has requested that (a) substantially simultaneously with the consummation of the Offer, the Lenders extend credit to the Borrower lenders provide a term A loan facility in the form amount of $400.0 million 200,000,000, a term B loan facility in the amount of Closing Date Term Loans $550,000,000 and a revolving credit facility in the amount of $150.0 million of Revolving Commitments on the Closing Date as secured credit facilities and (b) from time to time on and after the Closing Date125,000,000, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Bridge Loans, the Equity Contribution and cash on hand, will be used on the Closing Date, (i) to fund the Closing Date Refinancing and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capital. The applicable Lenders have indicated their willingness to lend, lend and the applicable Issuing Banks have L/C Issuer has indicated their its willingness to issue Letters letters of Creditcredit, in each case case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends Pursuant to acquire the Merger Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Omaha Acquisition Corp., a Delaware corporation (“Omaha”), will merge (the “Closing Date Acquisition”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “OfferMerger”) with support of and into West with West being the Significant Holder (as defined herein)surviving corporation. In connection therewith, the The Borrower has requested that (a) substantially simultaneously with the consummation of the OfferMerger, the Lenders extend credit to the Borrower in the form of (i) Term Loans in an initial aggregate amount of $400.0 million 2,100,000,000 and (ii) a Revolving Credit Facility in an initial aggregate amount of Closing Date $250,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. The proceeds of the Term Loans and $150.0 million of the Revolving Commitments Credit Loans made on the Closing Date as secured credit facilities and (b) from time to time on and after the Closing Date, together with the Lenders lend proceeds of (i) the issuance of the New Notes and (ii) the Equity Contribution, will be used to pay the Borrower Merger Consideration and the Issuing Banks issue Letters Transaction Expenses. The proceeds of Revolving Credit Loans made on or after the Closing Date will be used for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, of the Borrower and its Subsidiaries, pursuant to including the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreementfinancing of Permitted Acquisitions. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Term Swing Line Loans and the Closing Date Revolving Borrowings, together with the proceeds Letters of the Bridge Loans, the Equity Contribution and cash on hand, Credit will be used on for general corporate purposes of the Closing Date, (i) to fund the Closing Date Refinancing Borrower and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capitalits Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers have indicated their willingness to issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends to acquire (the “Closing Date Acquisition”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the Borrower has requested that (a) substantially simultaneously with the consummation of the Offer, the Lenders extend credit to the Borrower in the form of a Revolving Credit Facility in an initial aggregate principal committed amount of $400.0 million 200,000,000 pursuant to this Agreement. The Revolving Credit Facility will include (i) a sub-limit for the making of Closing Date Term one or more Swing Line Loans and $150.0 million of Revolving Commitments on the Closing Date as secured credit facilities and (b) from time to time on and after (ii) a separate sub-limit for the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue issuance of one or more Letters of Credit for the account of the Borrower, each from time to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 milliontime. The proceeds of the Closing Date Term Loans and initial borrowing under the Closing Date Revolving Borrowings, together with the proceeds of the Bridge Loans, the Equity Contribution and cash on hand, will be used Credit Facility on the Closing Date, (i) to fund the Closing Date Refinancing and (ii) to pay will be used (A) to refinance all Indebtedness and other amounts outstanding under the Transaction ConsiderationExisting Credit Agreement (including to cash collateralize letters of credit thereunder, or the issuance of backstop letters of credit with respect thereto) and terminate in full all outstanding commitments, and release all guarantees and security interests thereunder (the “Closing Date Refinancing”), (B) to pay the Transaction Expenses and (as defined below), (C) amounts required to fund cash on the Borrower’s and its subsidiaries’ balance sheet, (D) to make distributions in respect of the Solo Stove Earnout and (E) for general corporate purposes and to provide working capital for the Borrower and its subsidiaries. The Letters of Credit, Swing Line Loans and the proceeds of Borrowings under the Revolving Credit Facility made after the Closing Date will be used by the Borrower and its Subsidiaries for working capitalcapital and other general corporate purposes (including to fund capital expenditures, Permitted Acquisitions and other permitted Investments, Restricted Payments, refinancing of indebtedness and any other transaction not prohibited by this Agreement). The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers have indicated their willingness to issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends Pursuant to acquire the Merger Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Merger Sub will merge with and into Crunch Holding, and Finance Sub will merge with and into New Crunch (collectively, the “Closing Date AcquisitionMerger”), directly or indirectlywith (i) subject to dissenters’ rights, Uniwheels AGthe Purchase Price being paid, (ii) Crunch Holding surviving as a stock corporation under German wholly owned subsidiary of Peak Holdings, and New Crunch surviving as a wholly owned subsidiary of Holdings and (iii) New Crunch assuming by operation of law (the “Target”), by way of a tender offer for not less than 75% all of the shares Obligations of Finance Sub under this Agreement and the Target other Loan Documents (and all references herein and in the other Loan Documents to the term “Offer”) with support of the Significant Holder (as defined hereinBorrower” shall thereupon be deemed to be references to New Crunch). In connection therewith, the The Borrower has requested that (a) substantially simultaneously with the consummation of the OfferMerger, the Lenders extend credit to the Borrower in the form of (i) Term Loans in an initial aggregate amount of $400.0 million 1,250,000,000, and (ii) Revolving Credit Commitments in an initial aggregate amount of Closing Date $125,000,000 (the “Revolving Credit Facility”). The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. The proceeds of the Term Loans and $150.0 million the Initial Revolving Borrowing (to the extent permitted in accordance with the definition of the term “Permitted Initial Revolving Borrowing Purposes”), together with the proceeds of (i) the issuance of the High Yield Notes and (iii) the Equity Contribution, will be used to finance the repayment of all amounts outstanding under the Existing Credit Agreement and certain other existing Indebtedness of PFGI and pay the Purchase Price and the Transaction Expenses. The proceeds of Revolving Commitments on Credit Loans made after the Closing Date as secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit will be used for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, of the Borrower and its Subsidiaries, pursuant to including the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreementfinancing of Permitted Acquisitions. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Term Swing Line Loans and the Closing Date Revolving Borrowings, together with the proceeds Letters of the Bridge Loans, the Equity Contribution and cash on hand, Credit will be used on for general corporate purposes of the Closing Date, (i) to fund the Closing Date Refinancing Borrower and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capitalits Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers have indicated their willingness to issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends to acquire (the “Closing Date Acquisition”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the Borrower has Borrowers have requested that (a) substantially simultaneously with the consummation of the Offer, the Lenders extend credit to the Borrower Borrowers in the form of $400.0 million of Closing Date (i) Parent Term Loans and $150.0 million of Revolving Commitments on the Closing Date as secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an initial aggregate Dollar Amount of $1,935,000,000, (ii) Dutch Term Loans in an initial aggregate amount of €240.0 million460,000,000, (iii) Delayed Draw Term Commitments in an initial aggregate Dollar Amount of $400,000,000, (iv) Dollar Revolving Credit Commitments in an initial aggregate Dollar Amount of $200,000,000 and (v) Multi-Currency Revolving Credit Commitments in an initial aggregate Dollar Amount of $300,000,000. The Dollar Revolving Credit Facility may include one or more Swing Line Loans from time to time. The Multi-Currency Revolving Credit Facility may include one or more Letters of Credit from time to time. The proceeds of the Closing Date Parent Term Loans and the Closing Date Revolving BorrowingsDutch Term Loans, together with the proceeds a portion of the Bridge Loans, the Equity Contribution and Parent Borrower’s cash on hand, will be used (x) on the Closing Date, (i) to fund or about the Closing Date Refinancing to finance the repayment in full of all amounts due or outstanding under the Original Credit Agreement and (ii) to pay (A) the Transaction Consideration, (B) the payment of Transaction Expenses and (Cy) amounts required after the Closing Date for working capitalcapital and other general business purposes of the Parent Borrower and its Subsidiaries. The proceeds of the Delayed Draw Term Loans made after the Closing Date until the Delayed Draw Term Commitment Expiration Date will be used to finance Permitted Acquisitions and other Investments permitted under Section 7.02 of this Agreement and to redeem, repurchase or otherwise retire any Senior Notes. The proceeds of Revolving Credit Loans will be used for working capital and other general corporate purposes of the Borrowers and their Subsidiaries. The proceeds of Swing Line Loans will be used for working capital and other general corporate purposes of the Parent Borrower and its Subsidiaries. Letters of Credit will be used for general corporate purposes of the Parent Borrower and its Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers have indicated their willingness to issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends is party to acquire that certain Credit Agreement, dated as of March 7, 2011 (as amended, supplemented or otherwise modified prior to the date hereof, the “Closing Date AcquisitionExisting Credit Agreement”), directly or indirectlymade by and among the Borrower, Uniwheels AGChinos Acquisition Corporation (which merged with and into the Borrower on March 7, a stock corporation under German law (the “Target”2011), by way Holdings, Bank of a tender offer for not less than 75% of America, N.A., as administrative agent and collateral agent, and the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein)lenders, other agents and issuers from time to time party thereto. In connection therewith, the The Borrower has requested that (a) substantially simultaneously with the consummation of the Offer, the Lenders extend credit to the Borrower in the form of $400.0 million of Closing Date Term Loans and $150.0 million of Revolving Commitments on the Closing Date as secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an initial aggregate principal amount of €240.0 million$1,567,000,000 in connection with an amendment and restatement of the Existing Credit Agreement. The parties hereto intend that (a) the Obligations (as defined in the Existing Credit Agreement) which remain unpaid and outstanding as of the date hereof after giving effect to the Transaction shall continue to exist under this Agreement on the terms set forth herein and (b) the Collateral (as defined in the Existing Credit Agreement) shall continue to secure, support and otherwise benefit the Obligations (as defined herein) of the Loan Parties under this Agreement and the other Loan Documents. The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Bridge Loans, the Equity Contribution and cash on hand, will be used on the Closing Date, (i) to fund refinance, in full, the Closing Date Refinancing and term loans outstanding under the Existing Credit Agreement, together with any applicable interest or fees in connection therewith, (ii) to deposit funds with the trustee sufficient to redeem or repay in full the Senior Notes, and to pay any premium and accrued interest to the date of redemption, pursuant to the Senior Notes Indenture in satisfaction and discharge thereof in accordance with its terms (Athe transactions described in clauses (i) the Transaction Consideration, (B) the Transaction Expenses and (Cii), collectively, the “Refinancing”) amounts required for working capitaland (iii) to the extent of any excess proceeds following the Refinancing, to pay fees and expenses associated with the Refinancing. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks have indicated their willingness to issue Letters of Credit, in each case lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant agree to amend and agree restate the Existing Credit Agreement in its entirety as follows:: CG&R DRAFT: # ()

PRELIMINARY STATEMENTS. The Borrower intends Pursuant to acquire the Purchase Agreement (the “Closing Date Acquisition”as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of Borrower acquired the Target (the “OfferAcquisition”) with support of on the Significant Holder (as defined herein)Closing Date. In connection therewith, the Borrower has requested that (a) substantially simultaneously Simultaneously with the consummation of the OfferAcquisition, the Lenders extend extended credit to the Borrower in the form of $400.0 million of Closing Date (i) Dollar Term Loans and $150.0 million of Revolving Commitments on the Closing Date as secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an initial aggregate Dollar Amount of $1,410,000,000, (ii) Euro Term Loans in an initial aggregate amount of €240.0 million620,000,000, (iii) a Dollar Revolving Credit Facility in an initial aggregate Dollar Amount of $175,000,000, (iv) an Alternative Currency Revolving Credit Facility in an initial aggregate Dollar Amount of $100,000,000 and (v) a Synthetic L/C Facility in an aggregate Dollar Amount of $125,000,000 pursuant to a Credit Agreement dated as of August 23, 2006 (the “Original Credit Agreement”) (which term shall, unless the context otherwise requires, include any amendment thereto prior to the First Amendment and Restatement Effective Date (as defined below). The Dollar Revolving Credit Facility may include one or more Swing Line Loans and one or more Dollar Revolving Letters of Credit from time to time. The Alternative Currency Revolving Credit Facility may include one or more Alternative Currency Revolving Letters of Credit from time to time. The proceeds of the Closing Date Term Loans and the Closing Date Revolving BorrowingsLoans, together with the proceeds of the Bridge Loans, the Equity Contribution and cash on hand, will be used on the Closing Date, (i) to fund the Closing Date Refinancing issuance of the Notes and (ii) the Equity Contribution, was used to finance the repayment of certain existing Indebtedness of the Target and pay (A) the Purchase Price and the Transaction Consideration, (B) Expenses. The proceeds of Revolving Credit Loans made after the Transaction Expenses and (C) amounts required Closing Date will be used for working capitalcapital and other general corporate purposes of Holdings and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of Holdings and its Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers have indicated their willingness to issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth herein. The Borrower intends to (a) prepay certain Obligations in respect of the Dollar Term Loans through the repayment and/or conversion of all outstanding Dollar Term Loans into, or with the proceeds of, new Tranche B Dollar Term Loans (the “Tranche B Dollar Term Loans”) in an aggregate principal amount of $1,406,475,000, (b) exchange the Credit-Linked Deposits of the Synthetic LC Lenders for Post-First Amendment and Restatement Credit-Linked Deposits of the Post-First Amendment and Restatement Synthetic LC Lenders and (c) exchange the participations in Synthetic L/C Letters of Credit of the Synthetic L/C Lenders for participations in Synthetic L/C Letters of Credit of the Post-First Amendment and Restatement Synthetic LC Lenders. The parties hereto wish to amend and restate the Original Credit Agreement in its entirety to, among other things, reflect the modification set forth in the previous paragraph. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends to acquire (the “Closing Date Acquisition”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the Borrower has requested that (a) substantially simultaneously with the consummation of the Offer, the Lenders extend credit to the Borrower in the form of $400.0 million of Closing Date (i) Term Loans and $150.0 million of Revolving Commitments on the Closing Date as secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an initial aggregate principal amount of €240.0 million$790,000,000 and (ii) a Revolving Credit Facility in an initial aggregate principal amount of $100,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of the Closing Date Term Loans and the Closing Date Revolving BorrowingsLoans, together with certain cash available on the proceeds balance sheet of the Bridge Loans, the Equity Contribution and cash on handBorrower, will be used on the Closing Date, (i) to fund the Closing Date Refinancing refinance certain indebtedness and (ii) to pay (A) Transaction Expenses. The proceeds of the Transaction Consideration, (B) Revolving Credit Loans and Swing Line Loans and the Transaction Expenses and (C) amounts required Letters of Credit issued under the Revolving Credit Facility will be used for working capitalcapital and general corporate purposes of the Borrower and the Restricted Subsidiaries, including the repayment of Indebtedness, the making of Restricted Payments, and the making of Investments, all to the extent not prohibited by this Agreement. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers have indicated their willingness to issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends to acquire (the “Closing Date Acquisition”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the Borrower has requested that (a) substantially simultaneously with the consummation of the Offer, the Lenders extend credit to the Borrower in the form of Revolving Credit Commitments (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below) in an initial aggregate principal amount of $400.0 million of Closing Date Term 50,000,000 (the “Revolving Credit Facility”). The Revolving Credit Facility may include one or more Swing Line Loans and $150.0 million one or more Letters of Revolving Commitments Credit from time to time. The proceeds of Borrowings will be used (a) on the Closing Date as secured credit facilities Date, to refinance certain existing indebtedness of the Borrower and to pay associated fees and expenses and (b) from time to time on and after the Closing Datethereafter, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, purposes and for other general corporate purposes of, of the Borrower and its Subsidiaries, pursuant to including the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, financing of acquisitions permitted under this Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Term Swing Line Loans and the Closing Date Revolving Borrowings, together with the proceeds Letters of the Bridge Loans, the Equity Contribution and cash on hand, Credit will be used on for general corporate purposes of the Closing Date, (i) to fund the Closing Date Refinancing Borrower and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capitalits Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks have L/C Issuer has indicated their its willingness to issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Pursuant to the Merger Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), CMP Merger Co., a direct wholly-owned Subsidiary of the Borrower intends to acquire organized under the laws of Delaware (“Merger Sub”) shall be merged with Target, with Target as the surviving corporation (the “Closing Date AcquisitionMerger”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the The Borrower has requested that (a) substantially simultaneously with the consummation of the OfferMerger, the Lenders extend credit to the Borrower in the form of $400.0 million of Closing Date (i) Term Loans in an initial aggregate amount of $700,000,000 and (ii) a Revolving Credit Facility in an initial aggregate amount of $150.0 million 100,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. The proceeds of the Term Loans, and no more than $5,000,000 of proceeds of the Revolving Credit Loans, made on the Closing Date, together with the proceeds of (i) the issuance of the Senior Subordinated Notes and (ii) the Equity Contribution, will be used to finance the Debt Prepayment and pay the Merger Consideration and the Transaction Expenses. Additional proceeds of Revolving Commitments Credit Loans of not more than $20,000,000 made on the Closing Date as secured credit facilities and (b) from time will be used to time on and fund working capital adjustments, if any, required under the Merger Agreement. The proceeds of Revolving Credit Loans made after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit Date will be used for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, of the Borrower and its Subsidiaries, pursuant to including the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreementfinancing of Permitted Acquisitions. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Term Swing Line Loans and the Closing Date Revolving Borrowings, together with the proceeds Letters of the Bridge Loans, the Equity Contribution and cash on hand, Credit will be used on for general corporate purposes of the Closing Date, (i) to fund the Closing Date Refinancing Borrower and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capitalits Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers have indicated their willingness to issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant to the Amendment and Restatement Agreement to which this Agreement is attached as Annex A. The Borrower intends to acquire (the “Closing Date Acquisition”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the Borrower has requested that (a) substantially simultaneously with the consummation of the Offer, the Lenders extend credit to the Borrower in the form of (i) Term B Loans (as defined prior to giving effect to the Third Incremental Amendment Effective Date) in an initial aggregate Dollar Amount of $400.0 million 1,775,000,000, (ii) a Term C Loans (as defined prior to giving effect to the Third Incremental Amendment Effective Date) in an initial aggregate Dollar Amount of Closing Date $425,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of the New Term Loans (as defined in the Amendment and $150.0 million Restatement Agreement), together with a portion of Revolving Commitments the Borrower’s cash on hand, are being used by the Borrower on the Closing Date to refinance all obligations of the Borrower under the Original Credit Agreement that are not subject to the Term Loan Conversion (as secured credit facilities defined in the Amendment and (bRestatement Agreement) from time and to time on pay any related fees and expenses in connection therewith. The proceeds of Revolving Credit Loans made after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit Date will be used for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, of the Borrower and its Subsidiaries, pursuant to including the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreementfinancing of Permitted Acquisitions. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Term Swing Line Loans and the Closing Date Revolving Borrowings, together with the proceeds Letters of the Bridge Loans, the Equity Contribution and cash on hand, Credit will be used on for general corporate purposes of the Closing Date, Borrower and its Subsidiaries (i) to fund the Closing Date Refinancing and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capitalas otherwise expressly provided herein). The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers have indicated their willingness to issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends to Company will acquire (the “Closing Date Acquisition”), directly through one or indirectlymore of its direct or indirect wholly owned subsidiaries, Uniwheels AG, a stock corporation under German law 100% of the outstanding Equity Interests (as this and other capitalized terms used in these Preliminary Statements and not otherwise defined in these Preliminary Statements are defined in Section 1.01 below) of VAC Holding GmBH (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “OfferAcquired Business”) with support of pursuant to the Significant Holder (as defined herein)Share Purchase Agreement. In connection therewith, the Borrower has The Borrowers have requested that (a) substantially simultaneously contemporaneously with the consummation of the OfferAcquisition, the Term Lenders extend credit to the Borrower in the form of $400.0 million of Closing Date make Term A Loans and $150.0 million Term B Loans to certain of Revolving Commitments on the Closing Date as secured credit facilities Borrowers to (i) finance a portion of the purchase price of the Acquisition, (ii) refinance existing indebtedness of the Borrowers, the Acquired Business and their respective subsidiaries (including accrued and unpaid interest and applicable premiums) (the “Refinancing”) and (iii) pay related fees and expenses (collectively, the “Transactions”) and (b) (i) the U.S. Revolving Lenders extend the U.S. Revolving Loans at any time and from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant prior to the Revolving Commitments hereunder Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $100,000,000 and pursuant (ii) the Multicurrency Revolving Lenders extend the Multicurrency Revolving Loans at any time and from time to time prior to the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Revolving Maturity Date in an aggregate principal amount of €240.0 million. The proceeds at any time outstanding not in excess of the Closing Date Term Loans and Alternative Currency Equivalent of $100,000,000, in each case, to finance the Closing Date Revolving BorrowingsTransactions, together with the proceeds of the Bridge Loans, the Equity Contribution and cash on hand, will be used on the Closing Date, (i) to fund the Closing Date Refinancing and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses fees and (C) amounts required expenses in connection therewith and for working capitalcapital and general corporate purposes (including Permitted Acquisitions). The applicable Lenders have indicated their willingness to lend, lend and the applicable Issuing Banks have L/C Issuer has indicated their its willingness to so issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth hereinin this Agreement. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends to acquire (the “Closing Date Acquisition”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the Borrower has requested that (a) substantially simultaneously with the consummation of the Offermerger of CRCA Merger Corporation with and into CRC Health Group, Inc. and the merger of CRC Health Corporation with and into CRC Health Group, Inc., with CRC Health Group Inc. renamed CRC Health Corporation as the surviving corporation (the “Merger”) the Lenders extend credit to the Borrower in the form of (i) Term Loans in an initial aggregate principal amount of $400.0 million 245,000,000 and (ii) a Revolving Credit Facility in an initial aggregate principal amount of Closing Date $100,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. The proceeds of the Term Loans and $150.0 million of the Revolving Commitments Credit Loans made on the Closing Date as secured credit facilities and (b) from time to time on and after the Closing Date, together with the Lenders lend proceeds of (i) the issuance of the Senior Subordinated Notes and (ii) the Equity Contribution, will be used to finance the Debt Prepayment and the repayment of certain other existing Indebtedness of the Borrower and its Subsidiaries and pay the Issuing Banks issue Letters Merger Consideration and the Transaction Expenses. The proceeds of Revolving Credit Loans made after the Closing Date will be used for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, of the Borrower and its Subsidiaries, pursuant to including the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreementfinancing of Permitted Acquisitions. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Term Swing Line Loans and the Closing Date Revolving Borrowings, together with the proceeds Letters of the Bridge Loans, the Equity Contribution and cash on hand, Credit will be used on for general corporate purposes of the Closing Date, (i) to fund the Closing Date Refinancing Borrower and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capitalits Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers have indicated their willingness to issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends to acquire (the “Closing Date Acquisition”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the Borrower has requested that (a) substantially simultaneously with the consummation of the Offer, the Lenders extend credit to the Borrower in the form of $400.0 million of Closing Date (a) Term B Loans and $150.0 million of Revolving Commitments on the Closing Date as secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate principal amount of €240.0 million$400,000,000 and (b) Revolving Credit Loans, Swing Line Loans and Letters of Credit at any time and from time to time from and after the Closing Date in an aggregate principal amount at any time outstanding not to exceed $50,000,000. The proceeds of the Closing Date Term B Loans and borrowed on the Closing Date Revolving Borrowings, together with the proceeds of the Bridge Loans, the Equity Contribution and cash on hand, will shall be used by the Borrower to (i) pay the Transaction Expenses, (ii) effect the Refinancing and (iii) pay, on or after the Closing Date, (ione or more dividends, distributions, redemptions or other payments in respect of Equity Interests of the Borrower and its direct and indirect parent companies, pursuant to Section 7.06(c) to fund hereof. Letters of Credit may be issued under the Revolving Credit Facility on the Closing Date Refinancing to replace or provide credit support for existing letters of credit (including by deeming existing letters of credit to be Letters of Credit issued under this Agreement) and (ii) to pay (A) for general corporate purposes. The proceeds of Revolving Credit Loans made after the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required Closing Date will be used for working capital, general corporate purposes of the Borrower and its Restricted Subsidiaries, including the financing of Permitted Acquisitions, and for any other purpose not prohibited by this Agreement. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Restricted Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers have indicated their willingness to issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends to acquire (the “Closing Date Acquisition”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the Borrower has requested that (a) substantially simultaneously with the consummation of the Offer, the Term B Lenders extend credit make Term B Loans to the Borrower in the form an aggregate principal amount of $400.0 million of Closing Date Term Loans and $150.0 million of Revolving Commitments on the Closing Date as secured credit facilities 2,000,000,000, and (b) from time to time on and after the Closing Datetime, the Revolving Credit Lenders lend to the Borrower and the Issuing Banks L/C Issuer issue Letters of Credit for the account of the BorrowerBorrower and its Restricted Subsidiaries under a $225,000,000 Revolving Credit Facility. The proceeds of the Term B Loans will be used by the Borrower to finance the repayment of all amounts outstanding under the Existing Credit Agreements, each to provide repurchase or redeem all outstanding Senior Notes, to prefund dividends, stock repurchases or for other corporate purposes and pay the Transaction Expenses. The proceeds of the Term B-1 Loans may be used by the Borrower to pay a dividend to Holdings, which may in turn distribute such proceeds to holders of its equity interests, to pay fees and expenses in connection with Amendment No. 1 or for other corporate purposes. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital for, and for other general corporate purposes of, of the Borrower and its Subsidiaries, pursuant to including the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreementfinancing of Permitted Acquisitions. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Term Swing Line Loans and the Closing Date Revolving Borrowings, together with the proceeds Letters of the Bridge Loans, the Equity Contribution and cash on hand, Credit will be used on for general corporate purposes of the Closing Date, (i) to fund the Closing Date Refinancing Borrower and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capitalits Subsidiaries. The applicable Lenders have indicated their willingness to lend, lend and the applicable Issuing Banks have L/C Issuer has indicated their its willingness to so issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth hereinin this Agreement. In consideration of the mutual covenants and agreements herein containedcontained in this Agreement, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends to acquire (the “Closing Date Acquisition”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, Parent and the Borrower has have requested that (a) substantially simultaneously with the consummation of the Offer, the Lenders extend credit to the Borrower in the form of $400.0 million of Closing Date (a) Term Loans and $150.0 million of Revolving Commitments on the Closing Date as secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower be made on the Closing Date in an aggregate principal amount not in excess of €240.0 million$300,000,000 and (b) Committed Loans to be made at any time on or after the Closing Date and from time to time prior to the latest Applicable Maturity Date in an aggregate principal amount at any time outstanding not in excess of $500,000,000. The Parent and the Borrower have requested that (a) the L/C Issuers issue Letters of Credit in an aggregate face amount at any time outstanding not in excess of $100,000,000 for all L/C Issuers collectively to support payment obligations incurred in the ordinary course of business by the Borrower and its Subsidiaries and (b) the Swing Line Lender make Swing Line Loans in an aggregate principal amount at any time outstanding not in excess of $100,000,000. The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Bridge Loans, the Equity Contribution and cash on hand, will Facilities are to be used on the Closing Date, solely (i) to fund repay all Indebtedness and other amounts due under the Closing Date Refinancing and Existing Credit Agreements, (ii) to pay (A) the Transaction Consideration, (B) costs and expenses incurred by the Transaction Expenses Borrower in connection with the transactions contemplated by this Agreement and (Ciii) amounts required for working capital, capital expenditures, other permitted acquisitions and other lawful corporate purposes of the Borrower and its Subsidiaries. The applicable In furtherance of the foregoing, the Lenders have indicated their willingness are willing to lend, and make available the applicable Issuing Banks have indicated their willingness to issue Letters of Credit, in each case Facilities on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends Pursuant to acquire the Merger Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Solar Capital Corp. shall be merged with SunGard, with SunGard as the surviving corporation (the “Closing Date AcquisitionMerger”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the Borrower The Company has requested that (a) substantially simultaneously with the consummation of the OfferMerger, the Lenders extend credit to the Borrower Company and the Overseas Borrowers in the form of $400.0 million of Closing Date (i) Term Loans and in an initial aggregate Dollar Amount of $150.0 million of Revolving Commitments on the Closing Date as secured credit facilities 4,000,000,000 and (bii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $1,000,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 milliontime. The proceeds of the Closing Date Term Loans and the Revolving Credit Loans made on the Closing Date Revolving BorrowingsDate, together with the proceeds of (i) the Bridge Loansissuance of the New Notes, (ii) the funding of the Receivables Facility on the Closing Date and (iii) the Equity Contribution and cash on handContribution, will be used on to finance the Closing Date, (i) to fund Debt Prepayment and the repayment of certain other existing Indebtedness of the Company and its Subsidiaries and pay the Merger Consideration and the Transaction Expenses. The proceeds of Revolving Credit Loans made after the Closing Date Refinancing and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required will be used for working capitalcapital and other general corporate purposes of the Company and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Company and its Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers have indicated their willingness to issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends to acquire In connection with (a) the issuance of senior unsecured and unguaranteed notes (the “Closing Date AcquisitionNotes”) of the Borrower issued prior to the date hereof in an aggregate principal amount of $2,300 million (the “Notes Offering”), directly and (b) the refinancing of all of the Borrower’s outstanding loans and commitments under its existing Credit Agreement, dated as of August 23, 2011 (as amended as of August 2, 2012 and as further amended, supplemented or indirectlyotherwise modified from time to time, Uniwheels AGthe “Existing Credit Agreement”), a stock corporation under German law among the Borrower, Scotiabank (as hereinafter defined), as administrative agent, each lender party thereto and the other agents and arrangers party thereto, including the termination of Swap Contracts entered into in connection therewith (the “TargetRefinancing” and together with the Notes Offering, and all other transactions related thereto (including, without limitation, the payment of related fees and expenses), the “Transactions”), by way the Borrower has requested that, from time to time, (i) the Revolving Credit Lenders (as hereinafter defined) make revolving credit loans to the Borrower, (ii) the Swing Line Lender (as hereinafter defined) issue swing line loans to the Borrower and (iii) the L/C Issuer (as hereinafter defined) issue letters of a tender offer credit for not less than 75% the account of the shares Borrower and its Subsidiaries (as hereinafter defined), in each case to provide ongoing working capital and for other general corporate purposes of the Target Borrower and its Subsidiaries (including investments and acquisitions permitted hereunder) and to pay transaction fees and expenses and to finance, in part, the “Offer”) with support Refinancing. In furtherance of the Significant Holder (as defined herein). In connection therewithforegoing, the Borrower has requested that (a) substantially simultaneously with the consummation of the Offer, the Lenders extend credit to provide the Borrower in the form of $400.0 million of Closing Date Term Loans Revolving Credit Facility (as hereinafter defined), and $150.0 million of Revolving Commitments on the Closing Date as secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Bridge Loans, the Equity Contribution and cash on hand, will be used on the Closing Date, (i) to fund the Closing Date Refinancing and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capital. The applicable Lenders Swing Line Lender have indicated their willingness to lend, lend and the applicable Issuing Banks have each L/C Issuer has indicated their its willingness to issue Letters letters of Creditcredit, in each case case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends Pursuant to acquire the Merger Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Sierra Merger Corp., a Delaware corporation and a direct wholly-owned subsidiary of Holdings (“Merger Sub”), will merge (the “Closing Date Acquisition”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “OfferMerger”) with support of and into the Significant Holder Parent Borrower, with (as defined herein). In connection therewithi) subject to dissenters’ rights, the Merger Consideration being paid, and (ii) the Parent Borrower has surviving as a wholly-owned subsidiary of Holdings. The Borrowers have requested that (a) substantially simultaneously with the consummation of the OfferMerger, the Lenders extend credit to the Borrower Borrowers in the form of a Revolving Credit Facility in an initial aggregate Dollar Amount of $400.0 million 335,000,000. The Revolving Credit Facility may include one or more Letters of Closing Date Term Loans and $150.0 million of Revolving Commitments on the Closing Date as secured credit facilities and (b) Credit from time to time on and after the Closing Date, the Lenders lend one or more Swing Line Loans from time to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 milliontime. The proceeds of the Closing Date Term Loans and Initial Revolving Borrowing (to the Closing Date extent permitted in accordance with the definition of the term “Permitted Initial Revolving BorrowingsBorrowing Purposes”), together with (i) a portion of the Borrowers’ cash on hand, (ii) up to $3,800,000,000 of borrowings under the CF Facilities, (iii) the proceeds of the funding of the Bridge Loans, Facility Debt and (iv) the proceeds of the Equity Contribution and cash on handContribution, will be used on to finance the Closing Date, (i) to fund repayment of all amounts outstanding under the Existing Credit Agreement and certain other existing Indebtedness of the Parent Borrower and its Subsidiaries and pay the Merger Consideration and the Transaction Expenses. The proceeds of Revolving Credit Loans made after the Closing Date Refinancing and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required will be used for working capitalcapital and other general corporate purposes of the Borrowers and their Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrowers and their Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers have indicated their willingness to issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends Borrower, Holdings, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent are party to acquire a Credit Agreement dated as of June 27, 2007 (the “Closing Date AcquisitionExisting Credit Agreement”), directly or indirectly, Uniwheels AG, a stock corporation under German law . Pursuant to the Amendment and Restatement Agreement (such term and other capitalized terms used herein having the “Target”meanings set forth in Section 1.01 below), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the Borrower has requested that (a) substantially simultaneously with the consummation of the Offerrequested, and the Lenders extend credit to the Borrower in the form of $400.0 million of Closing Date Term Loans and $150.0 million of Revolving Commitments on the Closing Date as secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower party hereto and the Issuing Banks issue Letters of Credit for the account of the BorrowerAdministrative Agent have agreed, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to upon the terms of, and subject to the conditions set forth intherein, this that the Existing Credit Agreement be amended and restated in its entirety as provided herein effective upon satisfaction of the conditions set forth in the Amendment and Restatement Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Revolving Credit Facility and of the Class A Incremental Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Bridge Loans, the Equity Contribution and cash on hand, will be used on the Closing Date, (i) to fund the Closing Date Refinancing and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capitalcapital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Capital Expenditures, Permitted Acquisitions and other Investments permitted by Section 7.02. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers have indicated their willingness to issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Pursuant to the Acquisition Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), the Borrower intends to will acquire (the “Closing Date Acquisition”) TOWER HOLDINGS, INC., a Delaware corporation (“Tower”), directly or indirectlyand LINEAGE THERAPEUTICS, Uniwheels AGINC., a stock Delaware corporation under German law (“Lineage” and together with Tower, the “TargetCompany”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the The Borrower has requested that (a) that, substantially simultaneously with the consummation of the OfferAcquisition, the Lenders extend credit to the Borrower in the form of (1) $400.0 million 435,000,000 of Closing Date Term Loans and (2) $150.0 million 50,000,000 aggregate principal amount of Revolving Commitments on the Closing Date as secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Term Loans and any Revolving Loans made on the Closing Date Revolving BorrowingsDate, together with the proceeds of the Bridge Loans, the Equity Contribution and cash on handhand at Impax and its subsidiaries on the Closing Date, will be used on the Closing Date, Date (a) to repay Indebtedness incurred under the Existing Credit Agreement and (b) (i) to fund pay certain original issue discount or upfront fees in connection with the Closing Date Refinancing and Transactions, (ii) to pay (A) the Transaction Acquisition Consideration, (Biii) to pay the Transaction Expenses and (Civ) for amounts required for working capital. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks have Bank has indicated their its willingness to issue Letters of Credit, in each case on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The A revolving credit and term loan facility exists in favor of the Borrower intends pursuant to acquire the terms of that Amended and Restated Credit Agreement, dated as of June 22, 2004, among the Borrower, Holdings, the subsidiaries of the Borrower party thereto, the lenders from time to time party thereto and Bank of America, as administrative agent, L/C issuer and swingline lender (the “Closing Date AcquisitionExisting Credit Agreement”), directly or indirectly, Uniwheels AG, a stock corporation under German law (. The parties hereto wish to amend and restate the “Target”), by way Existing Credit Agreement in the form of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the Borrower has requested that (a) substantially simultaneously with the consummation of the Offer, this Agreement and the Lenders will extend credit to the Borrower in the form of $400.0 million of Closing Date (i) Initial Term Loans and in an initial aggregate principal amount of $150.0 million 439,000,000, (ii) a Delayed Draw Term Loan Facility in an initial aggregate principal amount of $150,000,000, (iii) a Revolving Commitments on the Closing Date as secured credit facilities Credit Facility in an initial aggregate principal amount of $225,000,000 and (biv) a Synthetic L/C Facility in an initial aggregate principal amount of $40,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time on and one or more Swing Line Loans from time to time. The proceeds of the Initial Term Loans will be used to finance the repayment of amounts outstanding under the Existing Credit Agreement and the Transaction Expenses and for working capital and other general business purposes of the Borrower and its Subsidiaries. The proceeds of the Delayed Draw Term Loans and the Revolving Credit Loans made after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit Date will be used for the account of the Borrower, each to provide working capital for, and for other general corporate business purposes of, of the Borrower and its Subsidiaries, pursuant to including the Revolving Commitments hereunder financing of Capital Expenditures, Permitted Acquisitions and pursuant to the terms of, and subject to the conditions set forth in, this Agreementother Investments permitted by Section 7.02. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Term Swing Line Loans and the Closing Date Revolving Borrowings, together with the proceeds Letters of the Bridge Loans, the Equity Contribution and cash on hand, Credit will be used on for general business purposes of the Closing Date, (i) Borrower and its Subsidiaries. This Agreement is given in replacement of and substitution for the Existing Credit Agreement and to fund refinance the Closing Date Refinancing and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capitalExisting Credit Agreement. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers have indicated their willingness to issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends to acquire (the “Closing Date Acquisition”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the Borrower has requested that (a) substantially simultaneously with the consummation of the Offer, the Term B Lenders extend credit make Term B Loans to the Borrower in the form an aggregate principal amount of $400.0 million of Closing Date Term Loans and $150.0 million of Revolving Commitments on the Closing Date as secured credit facilities 2,000,000,000, and (b) from time to time on and after the Closing Datetime, the Revolving Credit Lenders lend to the Borrower and the Issuing Banks L/C Issuer issue Letters of Credit for the account of the BorrowerBorrower and its Restricted Subsidiaries under a $225,000,000 Revolving Credit Facility. The proceeds of the Term B Loans will be used by the Borrower to finance the repayment of all amounts outstanding under the Existing Credit Agreements, each to provide repurchase or redeem all outstanding Senior Notes, to prefund dividends, stock repurchases or for other corporate purposes and pay the Transaction Expenses. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital for, and for other general corporate purposes of, of the Borrower and its Subsidiaries, pursuant to including the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreementfinancing of Permitted Acquisitions. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Term Swing Line Loans and the Closing Date Revolving Borrowings, together with the proceeds Letters of the Bridge Loans, the Equity Contribution and cash on hand, Credit will be used on for general corporate purposes of the Closing Date, (i) to fund the Closing Date Refinancing Borrower and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capitalits Subsidiaries. The applicable Lenders have indicated their willingness to lend, lend and the applicable Issuing Banks have L/C Issuer has indicated their its willingness to so issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth hereinin this Agreement. In consideration of the mutual covenants and agreements herein containedcontained in this Agreement, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends to acquire (the “Closing Date Acquisition”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the Borrower has requested that (a) substantially simultaneously with the consummation of the Offer, the Term A Lenders extend credit make Term A Loans to the Borrower in the form an aggregate principal amount of $400.0 million 850,000,000, (b) the Term B Lenders make Term B Loans to the Borrower in an aggregate principal amount of Closing Date Term Loans and $150.0 million of Revolving Commitments on the Closing Date as secured credit facilities 600,000,000, and (bc) from time to time on and after the Closing Datetime, the Revolving Credit Lenders lend to the Borrower and the Issuing Banks L/C Issuers issue Letters of Credit for the account of the Borrower and its Restricted Subsidiaries under a $500,000,000 Revolving Credit Facility. The proceeds of the Term A Loans and the Term B Loans will be used by the Borrower, each together with the Senior Notes and cash on hand, to provide working capital forfinance the repayment of all amounts outstanding under the Existing Credit Agreement, and for other general corporate purposes, corporate transactions and Restricted Payments, and to pay the Transaction Expenses. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of, of the Borrower and its Subsidiaries, pursuant to including the Revolving Commitments hereunder financing of Permitted Acquisitions, corporate transactions and pursuant to the terms of, and subject to the conditions set forth in, this AgreementRestricted Payments. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Term Swing Line Loans and the Closing Date Revolving Borrowings, together with the proceeds Letters of the Bridge Loans, the Equity Contribution and cash on hand, Credit will be used on for general corporate purposes of the Closing Date, (i) to fund the Closing Date Refinancing Borrower and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capitalits Subsidiaries. The applicable Lenders have indicated their willingness to lend, lend and the applicable Issuing Banks L/C Issuers have indicated their willingness to issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth hereinin this Agreement. In consideration of the mutual covenants and agreements herein containedcontained in this Agreement, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends to acquire (requested on the “Closing Date Acquisition”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the Borrower has requested that (a) substantially simultaneously with the consummation of the Offer, the Lenders extend credit to the Borrower in the form of $400.0 2,700.0 million of Closing Date Term Loans and $150.0 810.0 million of Revolving Commitments on the Closing Date as senior secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower Holdings and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Bridge Loans, the Equity Contribution and cash on hand, will be Borrowings were used on the Closing Date, (i) Date to fund the Closing Date Refinancing Transactions and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capitalgeneral corporate purposes. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks have indicated their willingness to issue Letters of Credit, in each case on the terms and subject to the conditions set forth herein. The Borrower has requested that the Lenders extend credit to the Borrower in the form of $210,000,000 in Amendment No. 1 Revolving Commitment Increase on the Amendment No. 1 Effective Date. On the Amendment No. 2 Effective Date, the Borrower incurred Replacement Term Loans in an aggregate principal amount of $2,666,250,000.00 in order to repay (by conversion or cash payment) all outstanding Closing Date Term Loans and certain other amendments to this Agreement were in each case made on the terms set forth in Amendment No. 2. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The A revolving credit and term loan facility exists in favor of the Borrower intends pursuant to acquire the terms of that Amended and Restated Credit Agreement, dated as of April 27, 2007, among the Borrower, Holdings, the lenders from time to time party thereto and Bank of America, as administrative agent, revolving L/C issuer and synthetic L/C Issuer and swingline lender (the “Closing Date AcquisitionExisting Credit Agreement”), directly or indirectly, Uniwheels AG, a stock corporation under German law (. The parties to the “Target”), by way Restatement Agreement wish to amend and restate the Existing Credit Agreement in the form of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, this Agreement and the Borrower has requested that (a) substantially simultaneously with the consummation of the Offer, the Lenders extend credit to the Borrower in the form of (i) Term B-1 Loans in an initial aggregate principal amount of $400.0 million of Closing Date Term Loans and $150.0 million of Revolving Commitments on the Closing Date as secured credit facilities 1,025,000,000 and (bii) a Revolving Credit Facility in an initial aggregate principal amount of $300,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time on and one or more Swing Line Loans from time to time. The proceeds of the Term B-1 Loans will be used to finance a portion of the Transaction and to pay the Transaction Expenses and for working capital and other general business purposes of the Borrower and its Subsidiaries. The proceeds of the Revolving Credit Loans made after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit Date will be used for the account of the Borrower, each to provide working capital for, and for other general corporate business purposes of, of the Borrower and its Subsidiaries, pursuant to including the Revolving Commitments hereunder financing of Capital Expenditures, Permitted Acquisitions and pursuant to the terms of, and subject to the conditions set forth in, this Agreementother Investments permitted by Section 7.02. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Term Swing Line Loans and the Closing Date Revolving Borrowings, together with the proceeds Letters of the Bridge Loans, the Equity Contribution and cash on hand, Credit will be used on for general business purposes of the Closing Date, (i) Borrower and its Subsidiaries. This Agreement is given in replacement of and substitution for the Existing Credit Agreement and to fund refinance the Closing Date Refinancing and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capitalExisting Credit Agreement. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers have indicated their willingness to issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends to acquire Borrower, the Administrative Agent, the Collateral Agent and the Lenders party thereto have previously entered into the Credit Agreement, dated as of August 4, 2015 (the “Closing Date AcquisitionPrior Credit Agreement”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the The Borrower has requested that (a) substantially simultaneously with the consummation of the Offer, the Lenders to extend credit to the Borrower in the form of Revolving Loans at any time and from time to time prior to the Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $400.0 million of Closing Date Term Loans and $150.0 million of Revolving Commitments 200,000,000, as may be increased pursuant to Section 2.16. The Borrower has requested the Lenders to extend credit on the Closing Restatement Effective Date as secured credit facilities in the form of Term A-1 Loans in an aggregate principal amount not in excess of $400,000,000. The proceeds of the Revolving Loans, together with the proceeds of the Convertible Notes, are to be used solely to (a) to finance ongoing working capital needs and other general corporate purposes, including to finance Permitted Acquisitions, and (b) from time to time on pay fees and after expenses in connection with the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account foregoing. The proceeds of the BorrowerTerm A-1 Loans, each to provide working capital for, and for other general corporate purposes of, together with cash on hand of the Borrower and its Restricted Subsidiaries, pursuant are to be used solely to (a) to finance a portion of the Revolving Commitments hereunder Argentum Acquisitions, and pursuant (b) to pay fees and expenses in connection with the Argentum Acquisitions and the Initial Term Loans. To effect the foregoing, the parties hereby agree, effective on and as of the Restatement Effective Date, to amend and restate the Prior Credit Agreement on the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Bridge Loans, the Equity Contribution and cash on hand, will be used on the Closing Date, (i) to fund the Closing Date Refinancing and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capital. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks have Bank has indicated their its willingness to issue Letters of Credit, in each case on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends has requested that (i) on the Closing Date, the Term B Lenders lend to acquire (the “Borrower Term B Loans in an initial principal amount of $1.06 billion in order to finance the Closing Date Acquisition”)Transactions and to finance costs and expenses incurred in connection therewith and (ii) from time to time, directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer Revolving Credit Lenders make Revolving Credit Loans and Swing Line Loans to the Borrower and the L/C Issuers issue for not less than 75% the account of the shares Borrower and its Subsidiaries Letters of Credit. The Borrower has requested that on the ETM Acquisition Closing Date, the Initial Term B-1 Lenders lend to the Borrower the Initial Term B-1 Loans in an initial principal amount of up to $500 million in order to finance the ETM Acquisition Closing Date Transactions and to finance costs and expenses incurred in connection therewith. At the Amendment No. 2 Effective Time, following the funding of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewithInitial Term B-1 Loans, the Borrower has requested that (a) substantially simultaneously with the consummation all Term B Loans be converted to Additional Term B-1 Loans or be prepaid from cash on hand of the OfferBorrower and, the Lenders extend credit to the Borrower in the form of $400.0 million of Closing Date Term Loans and $150.0 million of Revolving Commitments on the Closing Date as secured credit facilities and (b) from time to time on and after the Closing Dateif applicable, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Bridge newly funded Additional Term B-1 Loans, the Equity Contribution and cash on hand, will be used on the Closing Date, (i) to fund the Closing Date Refinancing and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capital. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers have indicated their willingness to issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends to acquire (the “Closing Date Acquisition”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the Borrower has requested that (a) substantially simultaneously with the consummation of the Offer, the Lenders extend credit to the Borrower in the form of $400.0 million of Closing Date (i) Tranche B Term Loans and in an initial aggregate Dollar Amount of $150.0 million 150,000,000, (ii) Tranche C Term Loans in an aggregate Dollar Amount of Revolving Commitments on the Closing Date as secured credit facilities $300,000,000 and (biii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $50,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time time. The proceeds of the Term Loans will be used, together with cash on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account hand of the Borrower, each to provide repay in full all outstanding Indebtedness and other amounts (other than contingent indemnification, tax gross-up, expense reimbursement or yield protection obligations in respect of which no claim has been made to the Borrower) owing under the Credit Agreement dated as of July 25, 2007 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), among the Borrower, UBS AG, Stamford Branch, as administrative agent, collateral agent and an L/C issuer, UBS Loan Finance LLC, as swing line lender, the lenders party thereto, Credit Suisse Securities (USA) LLC, as syndication agent, and Xxxxxx Brothers Inc., as documentation agent, to pay the Transaction Expenses and, in the case of up to $50,000,000 of Tranche C Term Loans, to fund L/C Restricted Cash and Investments in Unrestricted L/C Subsidiaries. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital for, and for other general corporate purposes of, of the Borrower and its Subsidiaries, pursuant to including the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreementfinancing of Permitted Acquisitions. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Term Swing Line Loans and the Closing Date Revolving Borrowings, together with the proceeds Letters of the Bridge Loans, the Equity Contribution and cash on hand, Credit will be used on for general corporate purposes of the Closing Date, (i) to fund the Closing Date Refinancing Borrower and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capitalits Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers have indicated their willingness to issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The A revolving credit and term loan facility exists in favor of the Borrower intends pursuant to acquire the terms of that Amended and Restated Credit Agreement, dated as of April 27, 2007, among the Borrower, Holdings, the lenders from time to time party thereto and Bank of America, as administrative agent, revolving L/C issuer and synthetic L/C Issuer and swingline lender (the “Closing Date AcquisitionExisting Credit Agreement”), directly or indirectly, Uniwheels AG, a stock corporation under German law (. The parties to the “Target”), by way Restatement Agreement wish to amend and restate the Existing Credit Agreement in the form of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, this Agreement and the Borrower has requested that (a) substantially simultaneously with the consummation of the Offer, the Lenders extend credit to the Borrower in the form of (i) Term B Loans in an initial aggregate principal amount of $400.0 million of Closing Date Term Loans and $150.0 million of Revolving Commitments on the Closing Date as secured credit facilities 1,025,000,000 and (bii) a Revolving Credit Facility in an initial aggregate principal amount of $300,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time on and one or more Swing Line Loans from time to time. The proceeds of the Term B Loans will be used to finance a portion of the Transaction and to pay the Transaction Expenses and for working capital and other general business purposes of the Borrower and its Subsidiaries. The proceeds of the Revolving Credit Loans made after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit Date will be used for the account of the Borrower, each to provide working capital for, and for other general corporate business purposes of, of the Borrower and its Subsidiaries, pursuant to including the Revolving Commitments hereunder financing of Capital Expenditures, Permitted Acquisitions and pursuant to the terms of, and subject to the conditions set forth in, this Agreementother Investments permitted by Section 7.02. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Term Swing Line Loans and the Closing Date Revolving Borrowings, together with the proceeds Letters of the Bridge Loans, the Equity Contribution and cash on hand, Credit will be used on for general business purposes of the Closing Date, (i) Borrower and its Subsidiaries. This Agreement is given in replacement of and substitution for the Existing Credit Agreement and to fund refinance the Closing Date Refinancing and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capitalExisting Credit Agreement. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers have indicated their willingness to issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower intends to acquire (the “Closing Date Acquisition”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the Borrower has requested that (a) that, substantially simultaneously with the consummation of the OfferRefinancing, (i) the Term Loan Lenders extend credit to the Borrower in the form of $400.0 million of Closing Date Term Loans and $150.0 million of Revolving Commitments on the Closing Date as secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an initial aggregate principal amount of €240.0 million. The proceeds $450.0 million pursuant to this Agreement and (ii) certain other lenders extend credit to the ABL Borrowers in the form of ABL Revolving Credit Commitments from time to time on or after the Closing Date Term Loans and in an initial aggregate principal amount of up to $400.0 million pursuant to the ABL Credit Agreement. On the Closing Date Revolving BorrowingsDate, together with the proceeds of the Bridge Term Loans, together with (i) the Equity Contribution and cash proceeds of the ABL Revolving Loans that are drawn on hand, will be used the Closing Date in an amount not to exceed $160.0 million (plus amounts borrowed to fund the repayment of the Borrower’s existing revolving loans outstanding on the Closing Date, (ithe working capital needs of the Borrower and its Subsidiaries and any “flex” original issue discount pursuant to the Fee Letter) to fund the Closing Date Refinancing and (ii) to pay any cash on the balance sheet of the Borrower, will be used (A) to consummate the Transaction ConsiderationRefinancing, (B) to consummate the Transaction Expenses and other Transactions, (C) amounts required to pay the Transaction Costs and (D) for working capitalother purposes permitted hereunder. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks have indicated their willingness to issue Letters of Credit, in each case extend credit on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: