Common use of Commitments Clause in Contracts

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

Commitments. Subject (a) On the Initial Effective Date, each of the Existing Lenders (including each Exiting Lender) hereby sells, assigns, transfers and conveys to the terms Continuing Lenders and conditions Incremental Lenders, and each of the Continuing Lenders and Incremental Lenders hereunder hereby purchases and accepts, so much of the aggregate Commitments under, and Loans and participations in Letters of Credit and Swingline Loans outstanding under, the Credit Agreement such that, immediately after giving effect to the effectiveness of this Agreement, the relevant Commitments (as defined in the Credit Agreement) of each Continuing Lender and Incremental Lender shall be as set forth herein, each Lender agrees to make Revolving on Schedule 2 attached hereto (it being understood that if any Letters of Credit and Swingline Loans to are outstanding under the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent Agreement as of the Post-Closing ReportsInitial Effective Date, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery then each of the Post-Closing Reports Continuing Lenders and Incremental Lenders shall have purchased and accepted from the Existing Lenders, a participation in such outstanding Letters of Credit and Swingline Loans based on its respective Applicable Percentage). The foregoing assignments, transfers and conveyances are without recourse to any Existing Lender and without any warranties whatsoever by the Administrative Agent, $340 millionany L/C Issuer or any Existing Lender as to title, enforceability, collectability, documentation or (iii) freedom from liens or encumbrances, in whole or in part, other than the warranty of any such Lender’s Revolving Facility Existing Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The Continuing Lenders and Incremental Lenders shall, if appropriate, make all appropriate adjustments in payments under the Credit Exposure exceeding such Lender’s Pro Rata Share Agreement, the Notes and the other Loan Documents for periods prior to the adjustment date among themselves. In furtherance of the Borrowing Base. The Lendersforegoing, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither (a) the Administrative Agent nor hereby waives the Lenders shall be deemed thereby payment of any fee pursuant to have changed the limits Section 10.06(b)(iv) of the Borrowing Base or Credit Agreement solely with respect to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Baseassignments set forth in this Section 2(a), the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to (b) the Administrative Agent’s authority, the Borrower, each L/C Issuer and the Swing Line Lender each hereby consents to the assignments set forth in its sole discretion, this Section 2(a) and (c) each Lender (including each Exiting Lender) hereby waives any costs required to make Agent Advances be paid by the Borrower pursuant to Section 3.05 of the terms Credit Agreement solely as a result of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions assignments set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loansin this Section 2(a).

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (ia) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Commitment or (b) the sum of the Borrowing Base. The Lenderstotal Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, however(x) prior to the Restatement Effective Date, in their unanimous discretion, may elect certain revolving loans were previously made to make Revolving Loans or issue or arrange to have issued Letters of the Borrower under the Existing Credit in excess Agreement which remain outstanding as of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby Restatement Effective Date (such outstanding loans being hereinafter referred to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated“Existing Loans”), (y) subject to the Administrative Agent’s authorityterms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in its sole discretionSection 1.06, to make Agent Advances pursuant the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of Section 2.04(d)the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Loans.

Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Lender agrees to make Revolving Loans to the Borrowers from time to time during the Availability Period Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (iA) the Dollar Amount of such Lender’s Outstanding Revolving Facility Credit Exposure (except for under the Administrative Agent with respect to Agent Advances) Revolving Commitments exceeding such Lender’s Revolving Facility Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, if lessin the case of Revolving Loans in Dollars, prior to delivery ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Post-Closing Reports, such Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect failure to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on as required. When more than one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making Class of Revolving Loans and the issuance exists, each Borrowing of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving LoansLoans shall be made pro rata across each Class.

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. The LendersIf by reason of any subsequent appraisals conducted pursuant to Section 5.04, howeverNet Orderly Liquidation Values have declined, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor shall, in good faith and in accordance with its customary practices, reduce the Lenders shall be deemed thereby effective advance rates (subject to have changed further adjustments, downward or upward (but not above those in effect on the limits Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base or to be obligated to exceed consistent with the results of such limits on any other occasionsubsequent appraisals. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject Subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within foregoing and within the foregoing limits and subject to the terms and conditions set forth hereinlimits, the Borrowers may borrow, prepay repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds of such Loan).

Commitments. Subject to the terms and conditions set forth hereinof this Agreement, each Revolving Credit Lender severally agrees to make Revolving Loans Advances to the Borrowers Borrower, from time to time during until the Availability Period in an aggregate principal amount Revolving Credit Termination Date, on a pro rata basis as to the total borrowing requested by the Borrower under the Revolving Credit Facility on any day determined by its Revolving Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Revolving Credit Lenders will not result in be required and shall have no obligation to make any Advance (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent so long as not all of the Post-Closing Reportsconditions under Section 5.2 hereof have been fulfilled, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery so long as a Default or an Event of the Post-Closing Reports to the Administrative Agent, $340 million, Default has occurred and is continuing or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share if the Administrative Agent has accelerated the maturity of the Borrowing Base. The LendersRevolving Credit Loans as a result of an Event of Default in accordance with Section 9.1 hereof; provided further, however, in their unanimous discretionthat immediately after giving effect to each such Advance, the principal amount of Outstanding Revolving Credit Obligations shall not exceed the Total Revolving Credit Commitment. Within such limits, the Borrower may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability borrow, repay and reborrow hereunder, on one or more occasionsany Business Day, until, but if they do so(as to borrowings and reborrowings) not including, neither the Administrative Agent nor the Lenders applicable Revolving Credit Termination Date; provided, however, that (x) no Eurodollar Loan that is a Revolving Credit Loan shall be deemed thereby to have changed made which has an Interest Period that extends beyond the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the applicable Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Stated Maturity Date and (y) each Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminatedLoan that is a Eurodollar Loan may, subject to the Administrative Agent’s authorityprovisions of Section 2.12, in its sole discretion, to make Agent Advances be repaid only on the last day of the Interest Period with respect thereto unless the Borrower has paid any amounts due pursuant to Section 4.5 hereof. All borrowings of Revolving Credit Loans shall be made ratably under the terms of Section 2.04(d). Within Extended Revolving Credit Facility and the foregoing limits and subject Non-Extended Revolving Credit Facility according to the terms and conditions set forth herein, respective Revolving Percentages of the Borrowers may borrow, prepay and reborrow Revolving LoansCredit Lenders.

Commitments. Subject (a) FACILITY A REVOLVING COMMITMENT. On and after the Closing Date and prior to the Facility A Termination Date, upon the terms and conditions set forth hereinin this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, each Lender severally agrees to make Revolving Loans Advances to the Borrowers Borrower from time to time during in amounts not to exceed in the Availability Period in an aggregate principal at any one time outstanding the amount of its Facility A Commitment PROVIDED that will not result in (iA) such Lender’s Revolving if any Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess are issued and outstanding or drawn and unreimbursed, the aggregate availability under the Facility A Commitments of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby reduced by the aggregate amount of the Facility Letter of Credit Obligations for as long as, and to have changed the limits extent that, they remain outstanding or unreimbursed, and the availability under the Facility A Commitment of each Lender shall accordingly be reduced on a PRO RATA basis in accordance with its Pro Rata Share, (B) in no event may the aggregate principal amount of all outstanding Facility A Advances and the aggregate amount of all Facility Letter of Credit Obligations exceed the Aggregate Facility A Commitment, and (C) in no event shall the aggregate principal amount of all outstanding Advances at any time exceed the Borrowing Base or to be obligated to exceed at such limits on any other occasiontime. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant Subject to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth hereinthis Agreement, the Borrowers Borrower may borrow, prepay repay and reborrow Revolving Loansunder Facility A at any time prior to the Facility A Termination Date. The Facility A Commitments to lend hereunder shall expire on the Facility A Termination Date.

Commitments. (a) Revolving A Loans. Subject to the terms and conditions set forth herein, each Revolving A Lender severally agrees to make loans (each such loan, a “Revolving Loans A Loan”) to the Revolving A/B Borrowers in Dollars from time to time on any Business Day during the Availability Period for the Revolving A Commitments in an aggregate principal amount that will not result in (i) to exceed at any time outstanding the amount of such Lender’s Revolving Facility Credit Exposure A Commitment; provided, however, that after giving effect to any Borrowing of Revolving A Loans, (except for i) the Administrative Agent with respect to Agent AdvancesTotal Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (ii) exceeding the aggregate Outstanding Amount of the Revolving A Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Domestic Swing Line Loans shall not exceed such Lender’s Revolving Facility Commitment (orA Commitment, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or and (iii) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. Each Revolving A Lender may, at its option, make any Revolving A Loan available to any Revolving A/B Borrower that is a Foreign Subsidiary by causing any foreign or domestic branch or Affiliate of such Lender to make such Revolving A Loan; provided that any exercise of such option shall not affect the obligation of such Revolving A/B Borrower to repay such Revolving A Loan in accordance with the terms of this Agreement. Within the limits of each Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The LendersA Commitment, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the other terms and conditions set forth hereinhereof, the Revolving A/B Borrowers may borrowborrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Revolving A Loans may be Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as further provided herein (provided that Lux 2 may not borrow Base Rate Loans).

Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Lender agrees to make Revolving Loans to the Borrowers from time to time during the Availability Period Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars (“Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (i) the amount of such Lender’s Outstanding Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment; provided that no Revolving Loans and Swing Line Loans shall be permitted to be borrowed on the Closing Date other than up to $25,000,000 aggregate principal amount to fund ordinary course working capital needs of the Borrower and its Restricted Subsidiaries. During the Revolving Commitment (Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or, if lessin the case of Revolving Loans in Dollars, prior to delivery ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Post-Closing Reports, such Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect failure to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loansrequired.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees agrees, severally and not jointly, (a) to make Term Loans to the Borrowers (allocated among the Borrowers as specified in the Borrowing Requests with respect thereto) on the Closing Date in an aggregate principal amount not to exceed its Term Loan Commitment, (b) to make Revolving Loans to the Borrowers Borrowers, at any time and from time to time during after the Availability Period Closing Date, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but Commitment and (c) if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess Lender has been eliminated, subject to the Administrative Agent’s authority, in its sole discretionan Incremental Term Loan Commitment, to make Agent Advances pursuant Incremental Term Loans to the terms of applicable Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment on the date or dates determined in accordance with Section 2.04(d)2.24. Within the foregoing limits set forth in clause (b) of the preceding sentence and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. Notwithstanding anything to the contrary contained herein (and without affecting any other provision hereof), the funded portion of each Term Loan to be made on the Closing Date (i.e., the amount advanced in cash to the Borrowers on the Closing Date) shall be equal to 99.5% of the principal amount of such Loan (it being agreed that the Borrowers shall be obligated to pay the entire principal amount of each such Loan as provided in Section 2.11).

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees agrees, severally and not jointly, to make Revolving Loans to the Borrowers Standby Loans, at any time and from time to time during until the Availability Period earlier of the Maturity Date and the termination of the Commitment of such Lender, to the Borrower in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the amount by which the Competitive Loans made to the Borrower and outstanding at such time shall be deemed to have used such Commitment pursuant to Section 2.14, subject, however, to the conditions that will not result in (i) such Lender’s Revolving Facility Credit Exposure at no time shall the sum of (except for x) the Administrative Agent with respect to Agent Advancesoutstanding aggregate principal amount of all Standby Loans plus (y) exceeding such Lender’s Revolving Facility Commitment (orthe outstanding aggregate principal amount of all Competitive Loans exceed the Total Commitment, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) Loans shall be made in no more than ten Borrowings that would, after giving effect to any such Borrowing, increase the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments orprincipal amount of Loans outstanding, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) at no time shall the sum of (x) the outstanding aggregate principal amount of Loans hereunder plus (y) the outstanding aggregate principal amount of all other Indebtedness of the Borrower used for purposes described in Section 5.08 exceed $2,000,000,000, (iv) at no time shall the outstanding aggregate principal amount of all Standby Loans made by any Lender exceed the amount of such Lender’s Revolving Facility Credit Exposure exceeding 's Commitment and (v) at all times, the outstanding aggregate principal amount of all Standby Loans made by each Lender to the Borrower shall equal the product of (A) the percentage which such Lender’s Pro Rata Share 's Commitment represents of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Total Commitment times (B) the outstanding aggregate principal amount of all Standby Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject made to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Borrower. Within the foregoing limits and subject to the terms and conditions set forth hereinlimits, the Borrowers may borrow, pay or prepay and, subject to the limitations set forth in Section 2.11(a), reborrow Standby Loans hereunder, on and reborrow Revolving Loansafter the Effective Date and prior to the Maturity Date, subject to the terms, conditions and limitations set forth herein.

Commitments. Subject The Lender Schedule attached as Schedule II to the terms and conditions Original Agreement is hereby amended in its entirety to read as set forth hereinon Schedule II attached hereto. In connection therewith, Borrower, Administrative Agent and Lenders shall make adjustments to the Outstanding Amount of Loans and LC Obligations owing to each Lender agrees to make Revolving Loans (but not any interest accrued thereon prior to the Borrowers from time date hereof or any accrued commitment or letter of credit fees under the Credit Agreement prior to time during the Availability Period date hereof), including the borrowing of additional Loans and the repayment of Loans plus all applicable accrued interest, fees and expenses as shall be necessary to repay in full all Exiting Lenders, and to provide for Loans and LC Obligations owing to each Lender in the amount of its Percentage Share of all Loans and LC Obligations as of the date hereof, and each Lender shall be deemed to have made an aggregate principal amount that will not result assignment of its Commitment and outstanding Loans and LC Obligations owing to such Lender, and assumed Commitments and outstanding Loans and LC Obligations owing to other Lenders, as may be necessary to effect the foregoing, but in no event shall any such adjustment of any Eurodollar Loans (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent constitute a payment or prepayment of the Post-Closing Reports, such Lender’s Pro Rata Share all or a portion of $340 million), any Eurodollar Loans or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery entitle any Lender to any reimbursement under Section 3.7 of the Post-Closing Reports Credit Agreement. Borrower, Administrative Agent and each Lender hereby (x) consents to all reallocations and assignments of the Commitments and Loans and LC Obligations effected pursuant to the foregoing, (y) acknowledges and agrees that such reallocations and assignments shall be deemed effective as if such reallocations and assignments were evidenced by Assignments and Assumptions among Lenders delivered pursuant to Section 10.5(b) of the Credit Agreement, and (z) agrees that Lenders shall make full cash settlement of such reallocations and assignments through the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither as the Administrative Agent nor the Lenders may direct or approve, such that after giving effect to such settlement, each Lender’s Commitment and Outstanding Amount of Loans and LC Obligations shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loansabove.

Commitments. This letter agreement confirms the commitment to the Offeror of each Equity Investor, on a several (and not joint or joint and several) basis and subject to the conditions set forth herein, to purchase (or cause an assignee permitted by the terms of Section 3(a) to purchase), equity interests of the Offeror at the Offer Closing representing immediately after the Offer Closing the percentage of outstanding equity interests of Offeror set forth opposite such Equity Investor’s name on Annex A (with respect to each Equity Investor, its “Subject Equity Securities”), for an amount of cash equal to the “Commitment Amount” set forth opposite such Equity Investor’s name on Annex A (such amount, with respect to each Equity Investor, its “Commitment”), in each case, solely for the purpose of consummating the transactions contemplated by the TOA and the payment of related expenses. The parties agree that (i) the equity interests to be issued pursuant to this letter agreement shall be in the same form and be pari passu and (ii) no Equity Investor (together with its permitted assigns) shall under any circumstances be obligated under this letter agreement to purchase any equity of the Offeror for a purchase price in excess of its Commitment. Offeror hereby confirms that (i) as of the date hereof, it has no equity interests outstanding and (ii) as of the Closing, it shall have no interests outstanding other than equity interests issued pursuant to this letter agreement. Subject to the terms and conditions of the Investor Agreement, the Offeror hereby agrees to issue each Equity Investor its Subject Equity Securities concurrently with the funding of its Commitment. Each Equity Investor hereby confirms that it has funds or capital commitments in an amount not less that such Equity Investor’s Commitment that may be called to satisfy such Equity Investor’s obligations hereunder without satisfaction of conditions outside such Equity Investor’s control (other than the conditions set forth hereinherein and the TOA). The obligation of each Equity Investor (together with its permitted assigns) to fund its Commitment, and the Offeror to issue the Subject Equity Securities to each Lender agrees Equity Investor, is subject to make Revolving Loans to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (orterms of this letter agreement, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding satisfaction or waiver by the total Revolving Facility Commitments or, until delivery Offeror (with the prior written consent of the Post-Closing Reports Requisite Investors (as such term is defined in, and, to the Administrative Agentextent required under, $340 millionthe Investor Agreement)) of each of the Offer Conditions set forth in Exhibit A of the TOA, in each case other than those conditions that by their nature are to be satisfied by actions to be taken on the Closing Date, but subject to the satisfaction or waiver of such conditions and (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share the substantially contemporaneous funding by each other Equity Investor (or any replacement investor in accordance with the Investor Agreement) of its Commitment hereunder. Notwithstanding anything to the contrary in the prior sentence, to facilitate an orderly Offer Closing, each Equity Investor shall pay its Commitment Amount by wire transfer of immediately available funds to Cerberus or its designated affiliate on the second Business Day prior to the anticipated Expiration Time, which funds (x) shall be held in a segregated account, (y) shall be only used to purchase shares of Company Common Stock pursuant to the Offer or the Issuance (and pay related expenses) on behalf of the Borrowing BaseOfferor if the conditions in clauses (i) and (ii) of the prior sentence are satisfied and (z) shall be returned promptly to such Equity Investor if the Offer Closing does not occur by the sixth Business Day after the anticipated Offer Closing Date (provided that such return shall not terminate any Equity Investor’s obligations hereunder). The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters To the extent the aggregate amount of Credit the Commitments is in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits sum of the Borrowing Base or amount required to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making (1) purchase shares of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances Company Common Stock pursuant to the terms of Section 2.04(dOffer and the Issuance (if any) and (2) pay all related costs, expenses, and fees incurred in connection therewih (including all Offeror Expenses (as defined in the Investor Agreement). Within the foregoing limits and subject ), then such excess shall be returned promptly to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving LoansEquity Investors on a pro rata basis (based on each Equity Investor’s Commitment).

Commitments. Subject (a) Effective as of the Amendment Effective Date, in accordance with Section 3.06 of the Existing Credit Agreement, each Non-Consenting Lender shall be deemed to have assigned and delegated its Commitments (together with its pro rata portion of the Revolving Loans and participations in Letters of Credit in respect thereof), together with all of its other interests, rights and obligations under the Loan Documents in respect thereof, and each Consenting Lender with respect to which the amount set forth opposite its name on Schedule I hereto exceeds the amount of Commitments held by such Consenting Lender immediately prior to the terms Amendment Effective Date (each such Lender, an “Assuming Lender”) shall be deemed to have assumed and conditions set forth hereinaccepted the proportionate part of the Commitments (together with the pro rata portion of the Revolving Loans and participations in Letters of Credit in respect thereof) of the Non-Consenting Lenders (the amount of Revolving Loans and participations in Letters of Credit so assumed by such Assuming Lender, such Assuming Lender’s “Assumed Amount”) to the extent as shall be necessary in order that, after giving effect to all such assignments and delegations upon the Amendment Effective Date, each Consenting Lender agrees to make Revolving Loans to the Borrowers from time to time during the Availability Period shall hold Commitments in an aggregate principal amount that will not result is equal to the respective amount set forth opposite its name on Schedule I hereto and the pro rata portion of the Revolving Loans and participations in Letters of Credit with respect to such Commitments, which Schedule I shall reflect all of the Commitments under the Amended Credit Agreement. On the Amendment Effective Date, (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery each Assuming Lender shall pay to the Administrative Agent of the Post-Closing Reportsan amount sufficient to purchase its Assumed Amount at par, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery each of the Post-Closing Reports Livent and Lithium Opco pay to the Administrative AgentAgent all interest, $340 millionfees and other amounts then due and owing to each Non-Consenting Lender under the Existing Credit Agreement to and including the Amendment Effective Date, including payments due to such Non-Consenting Lender under Section 2.10 of the Existing Credit Agreement, costs incurred under Section 3.03 or 9.15 of the Existing Credit Agreement and payments owing under Section 9.04(c) of the Existing Credit Agreement, (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor shall pay the Lenders shall be deemed thereby amounts received pursuant to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans clauses (i) and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject (ii) above to the Administrative Agent’s authorityNon-Consenting Lenders, in (iv) each Non-Consenting Lender shall no longer be a Lender under the Loan Documents and (v) each Assuming Lender shall become a Lender under the Loan Documents with respect to its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving LoansAssumed Amount.

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits On and subject to the terms and conditions set forth herein, (a) each Lender severally agrees to make loans (each such loan, a “Loan”) to Alterra Capital, Alterra Bermuda, and, upon satisfaction of the Borrowers conditions in Section 2.14, each Designated Borrower, in Dollars from time to time, on any Business Day during the Availability Period in such Lender’s Applicable Percentage of such aggregate amounts as such Borrower may borrowfrom time to time request, prepay (b) each Lender that is not a Participating Bank severally agrees to issue, extend and reborrow Revolving Loans.renew in such Lender’s Applicable Percentage, Several Letters of Credit at the request of and for the account of Alterra Capital, Alterra Bermuda (or at the request of Alterra Bermuda for the account of any Insurance Subsidiary of Alterra Capital which is not a Borrower), and, upon satisfaction of the conditions in Section 2.14, each Designated Borrower, from time to time during the Availability Period and each Participating Bank Issuer hereby agrees that it shall be severally (and not jointly) liable for an amount equal to its Applicable Percentage plus its Participating Bank’s Applicable Percentage and each Participating Bank hereby agrees to purchase a risk participation in the obligations of such Participating Bank Issuer under any such Several Letter of Credit in an amount equal to such Participating Bank’s Applicable Percentage, and (c) the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account of Alterra Capital, Alterra Bermuda (or at the request of Alterra Bermuda for the account of any Insurance Subsidiary of Alterra Capital which is not a Borrower) and each Designated Borrower, from time to time during the Availability Period and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in Section 2.03; provided, that after giving effect to any Credit Extension pursuant to this Section 2.01,

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein, each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrowers Borrower from time to time during the Availability Period its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount that will not shall not, after giving effect thereto and to the application of the proceeds thereof, result in (i) such Revolving Credit Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Revolving Credit Lender’s Revolving Facility Credit Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or and (ii) the aggregate Revolving Facility Credit Exposure Exposures exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or Maximum Borrowing Amount (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Protective Advances and Overadvances pursuant to the terms of Section 2.04(d2.15). Within , provided that any of the foregoing limits such Revolving Credit Loans (A) shall be made at any time and subject from time to time on and after the Restatement Effective Date and prior to the terms Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and conditions set forth maintained as, and/or converted into, ABR Loans or LIBOR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the Borrowers same Type, (C) may borrowbe repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, prepay (D) shall not, for any Lender at any time, after giving effect thereto and reborrow to the application of the proceeds thereof, result in such Revolving LoansCredit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class.

Commitments. Prior to the Effective Date, certain loans were previously made to the Borrowers under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrowers and each of the Lenders agree that on the Effective Date but subject to the satisfaction of the conditions precedent set forth in Section 4.01 and the reallocation and other transactions described in Section 1.05, the Existing Loans shall, as of the Effective Date, be reevidenced as Loans under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (ia) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery Dollar Amount of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Commitment, (b) subject to Sections 2.04 and 2.11(b), the sum of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess Dollar Amount of the Availability on one or more occasionstotal Revolving Credit Exposures exceeding the Aggregate Commitment, but if they do so(c) subject to Sections 2.04 and 2.11(b), neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits Dollar Amount of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, exceeding the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, Foreign Currency Sublimit or (d) subject to Sections 2.04 and 2.11(b), the Administrative Agent’s authority, Dollar Amount of the total Revolving Credit Exposures in its sole discretion, to make Agent Advances pursuant to respect of Foreign Subsidiary Borrowers exceeding the terms of Section 2.04(d)Foreign Subsidiary Borrower Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, Commitment; provided however, in their unanimous discretion, may elect that no Lender shall be obligated to make a Revolving Loans or issue or arrange to have issued Letters of Credit Loan in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits such Lender’s Applicable Percentage of the Borrowing Base or to difference between the aggregate Commitments and the Revolving Credit Exposure, no Lender shall be obligated to exceed such limits on any make a Revolving Loan other occasion. If than in connection with the Revolving Facility Credit Exposure exceeds acquisition of the Borrowing BaseAT&T Property, the Lenders may refuse Westinghouse Property or the GE Property and no Lender shall be obligated to make or otherwise restrict a Revolving Loan in excess of such Lender’s Applicable Percentage of the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until Maximum Available Facility Amount with respect to each such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Mortgaged Property. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow (solely for the purposes set forth above) Revolving Loans. The aggregate amount of the Commitments shall be reduced (on a pro rata basis as to each Lender) by: (a) the amount of any Mandatory Prepayment set forth in Section 2.10(e), (b) following the funding of the Revolving Loan made in connection with the acquisition of the Westinghouse Property and prior to the funding of the Revolving Loan made in connection with the acquisition of the GE Property, the amount of any required principal amortization payments made in connection with Section 2.10(d) hereof until the aggregate Commitments equal $8,500,000.00 plus the then outstanding balance of the Loan, and (c) following the funding of the Revolving Loan made in connection with acquisition of the GE Property, the amount of any required principal amortization payments made in connection with Section 2.10(d) hereof until the Commitments equal $0.00.

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender severally agrees to make Revolving Credit Loans to the Borrowers from time to time during (including, where applicable, loans by way of Banker’s Acceptances or BA Equivalent Notes) denominated in Dollars, U.S. Dollars, Euros or such other currency as agreed by the Availability Period Borrower Representative and the Administrative Agent in accordance with Section 2.16 (each such loan (including any Protective Advances), a “Revolving Credit Loan”) in an aggregate principal amount that will in Dollars or the Equivalent Amount in Dollars of a Revolving Credit Loan made in any other currency not result in (i) to exceed at any time outstanding the amount of such Lender’s Revolving Facility Credit Exposure Commitment at such time; provided that any of the foregoing such Revolving Credit Loans (except A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower Representative, be incurred, maintained and/or rolled over as, and/or converted into, Prime Rate Loans, Banker’s Acceptances or BA Equivalent Notes that are Revolving Credit Loans in Dollars, or ABR Loans or LIBOR Loans that are Revolving Credit Loans in U.S. Dollars or EURIBOR Loans or European Base Rate Loans that are Revolving Credit Loans in Euros; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender (other than the Swingline Lender in its capacity as such and the Administrative Agent with in respect to Agent of Protective Advances) at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent Commitments in respect of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making Class of Revolving Loans at such time, (E) shall not result in the aggregate amount of the Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Commitments with respect to such Class, (F) shall not, after giving effect thereto and to the application of the proceeds thereof, other than as described in Section 2.1(e), result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures to CGI Borrower at such time exceeding the CGI Line Cap then in effect, (G) shall not, after giving effect thereto and to the application of the proceeds thereof, other than as described in Section 2.1(e), result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures to Swiss Borrower at such time exceeding the Swiss Line Cap then in effect; and (H) shall not, after giving effect thereto and to the application of the proceeds thereof, other than as described in Section 2.1(e), result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures to CGI Borrower and the issuance of Letters of Lenders’ Revolving Credit as Exposures to Swiss Borrower at such time exceeding the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, Line Cap then in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loanseffect.

Commitments. Subject to the terms and conditions set forth hereinof this Agreement, each Lender severally agrees to make Revolving Loans advances to the Borrowers Borrower in US Dollars or in one or more Alternative Currencies from time to time during time, subject to the Availability Period provisions of Section 2.4, from the Closing Date to the Maturity Date in an aggregate principal amount that will at any time outstanding up to but not result exceeding the amount of such Lender’s Commitment as then in effect; provided, however, (a) the aggregate Outstanding Amount of (i) the Revolving Loan outstanding applicable to a Lender plus such Lender’s Revolving Facility Credit Exposure (except for Commitment Percentage of the Administrative Agent with respect to Agent Advances) exceeding Outstanding Amount of all L/C Obligations shall not at any time exceed such Lender’s Revolving Facility Commitment (orCommitment, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Loan (inclusive of such Lender’s obligation to make advances under the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery Loan to pay Swingline Advances) outstanding applicable to a Lender plus such Lender’s Commitment Percentage of the Post-Closing Reports to the Administrative Agent, $340 million, or Outstanding Amount of all L/C Obligations shall not at any time exceed such Lender’s Commitment and (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds Loan and L/C Obligations denominated in Alternative Currencies shall not exceed the Borrowing BaseAlternative Currency Sublimit, and (b) the Total Outstandings shall not at any time exceed the aggregate Commitments. Subject to the foregoing limitations, and the other terms and provisions of this Agreement, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow hereunder the amount of the Commitments and may establish a Base Rate Balance and Libor Balances thereunder and, until the Maturity Date, the Borrower may Continue Libor Balances established under the Revolving LoansLoan or Convert Balances established under the Revolving Loan as either Libor Balances or Base Rate Balances into Base Rate Balances or Libor Balances, as applicable. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may from time to time request, and Bank of America may in its discretion from time to time advance in US Dollars (but shall in no event be obligated to advance), revolving loans which are to be funded solely by Bank of America (the “Swingline Advances”); provided, however, that (i) the aggregate principal amount of the Swingline Advances outstanding at any time shall not exceed twenty million US Dollars ($20,000,000) and the Total Outstandings shall not exceed the aggregate principal amount of the Commitments and (ii) Bank of America shall give the Agent and each Lender written notice of the aggregate outstanding principal amount of the Swingline Advances upon the written request of the Agent or any Lender (but no more often than once every calendar quarter). Furthermore, upon one (1) Business Day’s prior written notice given by Bank of America to the Agent and the other Lenders at any time and from time to time (including at any time following the occurrence of a Default or an Event of Default) and, in any event, without notice on the Business Day immediately preceding the Maturity Date, each Lender (including Bank of America) severally agrees, irrevocably and unconditionally, as provided in the first sentence of this Section 2.1, and notwithstanding anything to the contrary contained in this Agreement, any Default or Event of Default or the inability or failure of the Borrower or any of its Subsidiaries to satisfy any condition precedent to funding any advance under the Loan contained in Article 8 (which conditions precedent shall not apply to this sentence), to make an advance under the Revolving Loan, in the form of a Base Rate Balance, in an amount equal to its Commitment Percentage of the aggregate principal amount of the Swingline Advances then outstanding, and the proceeds of such advance under the Revolving Loan shall be promptly paid by the Agent to Bank of America and applied as a repayment of the aggregate principal amount of the Swingline Advances then outstanding. Subject to the other terms and provisions of this Agreement, the Borrower may borrow, prepay and reborrow hereunder the Swingline Advances and may establish a Base Rate Balance and IBOR Balances thereunder and, until the Maturity Date, the Borrower may Continue IBOR Balances established under the Swingline Advances or Convert Balances established under the Swingline Advances as either IBOR Balances or Base Rate Balances into Base Rate Balances or IBOR Balances, as applicable. Each Type of Balance under the Loan advanced by each Lender shall be established and maintained at such Lender’s Applicable Lending Office for such Type of Balance.

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (ia) such LenderLxxxxx’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Commitment or (b) the sum of the Borrowing Base. The Lenderstotal Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, however(x) prior to the Restatement Effective Date, in their unanimous discretion, may elect certain revolving loans were previously made to make Revolving Loans or issue or arrange to have issued Letters of the Borrower under the Existing Credit in excess Agreement which remain outstanding as of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby Restatement Effective Date (such outstanding loans being hereinafter referred to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated“Existing Loans”), (y) subject to the Administrative Agent’s authorityterms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in its sole discretionSection 1.06, to make Agent Advances pursuant the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of Section 2.04(d)the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Loans.

Commitments. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth hereinforth, each Lender agrees hereby severally agrees, subject to make the limitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to maintain or to lend to Company, as the Borrowers case may be, from time to time during the Availability Period in period from the Restatement Effective Date to but excluding the Revolving Loan Commitment Termination Date, an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s its Pro Rata Share of the Borrowing Baseaggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5A. Company acknowledges and confirms that each Existing Lender holds Existing Revolving Loans in the respective principal amounts outstanding prior to the Restatement Effective Date set forth opposite its name on Schedule 2.1 annexed hereto. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess aggregate amount of the Availability on one or more occasions, but if they do so, neither Revolving Loan Commitments as of the Administrative Agent nor Restatement Effective Date is $50,000,000; provided that the Revolving Loan Commitments of Lenders shall be deemed thereby adjusted to have changed the limits give effect to any assignments of the Borrowing Base or Revolving Loan Commitments pursuant to be obligated to exceed such limits on any other occasion. If subsection 10.1B; and provided, further that the amount of the Revolving Facility Credit Exposure exceeds Loan Commitments shall be reduced from time to time by the Borrowing Baseamount of any reductions thereto made pursuant to subsections 2.4A(ii) and 2.4A(iii). Company hereby represents, warrants, agrees, covenants and (1) reaffirms that it has no defense, set off, claim or counterclaim against any Agent or Lender in regard to its Obligations in respect of such Existing Revolving Loans and (2) reaffirms its obligation to pay such Existing Revolving Loans in accordance with the terms and conditions of this Agreement and the other Loan Documents. Based on the foregoing, (A) Company and each Lender agree that the Existing Revolving Loans and any amounts owed (whether or not presently due and payable, and including all interest accrued to the Restatement Effective Date (which shall be payable on the next Interest Payment Date with respect to the Revolving Loans to which such interest relates)) by Company to Lenders may refuse thereunder or in respect thereof shall, as of the Restatement Effective Date, be converted to, maintained as, and owed by Company under and in respect of Revolving Loans hereunder. Each Lender's Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as Revolving Loan Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A may be repaid and reborrowed to but excluding the Lenders determine until such excess has been eliminatedRevolving Loan Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the Administrative Agent’s authority, following limitations in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within amounts and during the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.periods indicated:

Commitments. Prior to the Effective Date, certain loans were made to the Borrowers under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrowers and each of the Lenders agree that on the Effective Date but subject to the reallocation and other transactions described in Section 1.08, the Existing Loans shall be reevidenced as Loans under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each Revolving Lender (severally and not jointly) agrees to make Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Revolving Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess Dollar Amount of the Availability on one total Revolving Credit Exposures exceeding the aggregate Revolving Commitments or more occasions(iii) subject to Sections 2.04 and 2.11(b), but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits Dollar Amount of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, exceeding the issuance of Letters of Credit as Foreign Currency Sublimit and (b) each Term Lender with a Term Loan Commitment (severally and not jointly) agrees to make a Term Loan to the Lenders determine until Borrowers denominated in Dollars on the Effective Date, in an amount equal to such excess has been eliminated, subject Lender’s Term Loan Commitment by making immediately available funds available to the Administrative Agent’s authoritydesignated account, in its sole discretion, to make not later than the time specified by the Administrative Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. CH\2082905.9

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (ia) such LenderXxxxxx’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Commitment or (b) the sum of the Borrowing Base. The Lenderstotal Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, however(x) prior to the Restatement Effective Date, in their unanimous discretion, may elect certain revolving loans were previously made to make Revolving Loans or issue or arrange to have issued Letters of the Borrower under the Existing Credit in excess Agreement which remain outstanding as of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby Restatement Effective Date (such outstanding loans being hereinafter referred to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated“Existing Loans”), (y) subject to the Administrative Agent’s authorityterms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in its sole discretionSection 1.06, to make Agent Advances pursuant the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of Section 2.04(d)the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Loans. SECTION 2.02.

Commitments. Subject Lender US Revolving Loan Commitment The PrivateBank and Trust Company $ 45,000,000 Total $ 45,000,000 EXHIBIT A — FORM OF NOTE NOTE $ , 0000 Xxxxxxx, Xxxxxxxx The undersigned, for value received, jointly and severally, promise to pay to the order of THE PRIVATEBANK AND TRUST COMPANY (the “Administrative Agent”) for the benefit of the Lender in Chicago, Illinois the aggregate unpaid amount of all Revolving Loans made to the undersigned by the Lender pursuant to the Loan Agreement referred to below (as shown on the schedule attached hereto (and any continuation thereof) or in the records of the Lender), such principal amount to be payable on the dates set forth in the Loan Agreement. The undersigned further, jointly and severally, promise to pay interest on the unpaid principal amount of each Revolving Loan from the date of such Revolving Loan until such Revolving Loan is paid in full, payable at the rate(s) and at the time(s) set forth in the Loan Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America. This Revolving Loan Note (this “Note”) evidences indebtedness incurred under, and is subject to the terms and conditions set forth hereinprovisions of, each Lender agrees to make Revolving Loans to the Borrowers that certain Loan and Security Agreement dated as of July 20, 2016, (as amended, restated, supplemented or otherwise modified from time to time during time, the Availability Period “Loan Agreement”; terms not otherwise defined herein are used herein as defined in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 millionLoan Agreement), or (ii) among the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to undersigned and the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share to which Loan Agreement reference is hereby made for a statement of the Borrowing Baseterms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess This Note is made under and governed by the laws of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby State of Illinois applicable to have changed the limits of the Borrowing Base or contracts made and to be obligated performed entirely within such State. (Signature Page Follows) (Signature Page to exceed such limits on any other occasion. If Note) BORROWERS: MANITEX INTERNATIONAL, INC., a Michigan corporation MANITEX, INC., a Texas corporation MANITEX SABRE, INC., a Michigan corporation BADGER EQUIPMENT COMPANY, a Minnesota corporation CRANE AND MACHINERY, INC., an Illinois corporation CRANE AND MACHINERY LEASING, INC., an Illinois corporation LIFTKING, INC., a Michigan corporation MANITEX, LLC, a Delaware limited liability company By: Title: MANITEX LIFTKING, ULC, an Alberta company By: Title: EXHIBIT B — FORM OF BORROWING BASE CERTIFICATE To: The PrivateBank and Trust Company Please refer to the Revolving Facility Credit Exposure exceeds the Borrowing BaseLoan and Security dated as of July 20, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the Lenders may refuse to make “Loan Agreement”) among MANITEX INTERNATIONAL, INC., a Michigan corporation, (“Manitex International”), MANITEX INC., a Texas corporation (“Manitex”), MANITEX SABRE, INC., a Michigan corporation (“Sabre”), BADGER EQUIPMENT COMPANY, a Minnesota corporation (“Badger”), CRANE AND MACHINERY, INC., an Illinois corporation (“Crane and Machinery”), CRANE AND MACHINERY LEASING, INC., an Illinois corporation (“Crane and Machinery Leasing”), LIFTKING, INC., a Michigan corporation (“LiftKing US”), MANITEX, LLC, a Delaware limited liability company (“Manitex LLC”; together with Manitex International, Manitex, Sabre, Badger, Crane and Machinery, Crane and Machinery Leasing, and LiftKing US, collectively, the “US Borrowers”), and MANITEX LIFTKING, ULC, an Alberta company (“LiftKing Canada” or otherwise restrict the making of Revolving Loans “Canadian Borrower”, and together with the issuance of Letters of Credit as US Borrowers, collectively, the Lenders determine until such excess has been eliminated“Borrowers”), subject to and The PrivateBank and Trust Company (the “Administrative Agent’s authority”). This certificate (this “Certificate”), in its sole discretiontogether with supporting calculations attached hereto, is delivered to make Agent Advances you pursuant to the terms of Section 2.04(d)the Loan Agreement. Within Capitalized terms used but not otherwise defined herein shall have the foregoing limits same meanings herein as in the Loan Agreement. The Borrowers hereby certify and subject warrant to the terms and conditions Lender that at the close of business on , (the “Calculation Date”), the Revolving Loan Availability was $ , computed as set forth hereinon the schedule attached hereto. The Borrowers have caused this Certificate to be executed and delivered by its officer thereunto duly authorized on , . BORROWERS: MANITEX INTERNATIONAL, INC., a Michigan corporation MANITEX, INC., a Texas corporation MANITEX SABRE, INC., a Michigan corporation BADGER EQUIPMENT COMPANY, a Minnesota corporation CRANE AND MACHINERY, INC., an Illinois corporation CRANE AND MACHINERY LEASING, INC., an Illinois corporation LIFTKING, INC., a Michigan corporation MANITEX, LLC, a Delaware limited liability company By: Title: MANITEX LIFTKING, ULC, an Alberta company By: Title: SCHEDULE TO BORROWING BASE CERTIFICATE Dated as of [ ] [See attached] EXHIBIT C – COMPLIANCE CERTIFICATE Attached to and made a part of that certain Loan and Security Agreement, as it may be amended in accordance with its terms from time to time, including all exhibits attached thereto (the “Agreement”) of even date herewith among MANITEX INTERNATIONAL, INC., a Michigan corporation, (“Manitex International”), MANITEX INC., a Texas corporation (“Manitex”), MANITEX SABRE, INC., a Michigan corporation (“Sabre”), BADGER EQUIPMENT COMPANY, a Minnesota corporation (“Badger”), CRANE AND MACHINERY, INC., an Illinois corporation (“Crane and Machinery”), CRANE AND MACHINERY LEASING, INC., an Illinois corporation (“Crane and Machinery Leasing”), LIFTKING, INC., a Michigan corporation (“LiftKing US”), MANITEX, LLC, a Delaware limited liability company (“Manitex LLC”; together with Manitex International, Manitex, Sabre, Badger, Crane and Machinery, Crane and Machinery Leasing, and LiftKing US, collectively, the Borrowers may borrow“US Borrowers”), prepay and reborrow Revolving Loans.MANITEX LIFTKING, ULC, an Alberta company (“LiftKing Canada” or the “Canadian Borrower”, and together with the US Borrowers, collectively, the “Borrowers”), and THE PRIVATEBANK AND TRUST COMPANY, as administrative agent (“Administrative Agent”) for all lenders (“Lenders”) from time to time a party to the Agreement. This Certificate is submitted pursuant to Section 9.3 of the Agreement. The undersigned hereby certifies to Administrative Agent and Lenders that as of the date of this Certificate:

Commitments. Prior to the Effective Date, certain loans were made to the Borrower under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Effective Date but subject to the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Loans under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each Revolving Lender (severally and not jointly) agrees to make Revolving Loans to the Borrowers Borrower in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Revolving Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess Dollar Amount of the Availability on one total Revolving Credit Exposures exceeding the aggregate Revolving Commitments or more occasions(iii) subject to Sections 2.04 and 2.11(b), but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits Dollar Amount of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, exceeding the issuance of Letters of Credit as Foreign Currency Sublimit, and (b) each Term Lender with a Term Loan Commitment (severally and not jointly) agrees to make a Term Loan to the Lenders determine until Borrower in Dollars on the Effective Date, in an amount equal to such excess has been eliminated, subject Lender’s Term Loan Commitment by making immediately available funds available to the Administrative Agent’s authoritydesignated account, in its sole discretion, to make Agent Advances pursuant to not later than the terms of Section 2.04(d)time specified by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Commitments. Subject to and upon the terms and conditions set forth hereinof this Agreement, each Lender severally agrees to make Revolving a loan (each a "Term Loan B"; and collectively, the "Term Loans B") to the Borrowers Borrower in the principal amount set forth below opposite such Lender's name (herein called such Lender's "Term Loan B Committed Amount"). The total of each Lender's Term Loan B Committed Amount is herein called the "Total Term Loan B Committed Amount". The proportionate share set forth below opposite each Lender's name is herein called such Lender's "Term Loan B Pro Rata Share": (Term Loan B Commitments). "Trademarks" means and includes in each case whether now existing or hereafter arising, all of the Borrower's or any Subsidiary's rights, title and interest in and to (a) any and all trademarks (including service marks), trade names and trade styles, and applications for registration thereof and the goodwill of the business symbolized by any of the foregoing, (b) any and all licenses of trademarks, service marks, trade names and/or trade styles, whether as licensor or licensee, (c) any renewals of any and all trademarks, service marks, trade names, trade styles and/or licenses of any of the foregoing, (d) income, royalties, damages and payments now or hereafter due and/or payable with respect thereto, including, without limitation, damages, claims, and payments for past, present and future infringements thereof, (e) rights to xxx for past, present and future infringements of any of the foregoing, including the right to settle suits involving claims and demands for royalties owing, and (f) all rights corresponding to any of the foregoing throughout the world. "UK Borrowing Base" has the meaning described in Section (C) UK BORROWING BASE. (UK Borrowing Base). "UK Borrowing Base Deficiency" has the meaning described in Section (C) UK BORROWING BASE. (UK Borrowing Base). "UK Borrowing Base Report" has the meaning described in Section (D) UK BORROWING BASE REPORT. (UK Borrowing Base Report). "UK Collateral" means the collective reference to all property of Norwich and Xxxxx UK from time to time during to subject to the Availability Period Liens of this Agreement, the UK Security Documents and the other Financing Documents, together with any and all cash and non-cash proceeds and products thereof. "UK Commitment Fee" has the meaning described in an aggregate principal amount that will not result in Section (D) UK COMMITMENT FEE. (the UK Commitment Fee). "UK Credit Facilities Guaranty" means (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent guaranty of payment of the Post-Closing ReportsUK Obligations to NationsBank from the Parent, such Lender’s Pro Rata Share of $340 million), or the Borrower and each Subsidiary Guarantor and (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery guaranty of payment of the Post-Closing Reports UK Obligations of Xxxxx UK to NationsBank from Norwich. each as the Administrative Agentsame may from time to time be amended, $340 millionrestated, supplemented or (iii) such Lender’s otherwise modified. "UK Credit Facility" means the UK Revolving Credit Facility or the UK Term Loan Facility, as the case may be, and "UK Credit Exposure exceeding such Lender’s Pro Rata Share Facilities" means collectively the UK Revolving Credit Facility and the UK Term Loan Facility, and any and all other credit facilities now or hereafter extended to Xxxxx UK or Norwich under or secured by this Agreement and/or any of the Borrowing BaseUK Security Documents. The Lenders"UK Excess Cash Flow" means for any annual period of determination thereof and with respect to Xxxxx UK and Norwich only, however, in their unanimous discretion, may elect an amount equal to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess fifty percent (50%) of the Availability on one or more occasionssum of (a) EBITDA, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of less (b) non- financed Capital Expenditures permitted by Section 2.04(d(F). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

Commitments. (a) If, on the Effective Date, any “Loans” made to the Borrowers under (and as defined in) the Existing Credit Agreement remain outstanding (such outstanding loans being hereinafter referred to as the “Existing Revolving Loans”), then the Borrowers and each of the Lenders agree that on the Effective Date, but subject to the satisfaction of the conditions precedent set forth in Sections 4.01 and Section 4.02 (as applicable, including repayment of Existing Revolving Loans of the Departing Lenders and the reallocation and other transactions described in Section 9.15), the Existing Revolving Loans shall be reevidenced as Revolving Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and evidenced by this Agreement. Subject to the terms and conditions set forth herein, each Lender (severally and not jointly) agrees to make Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount Dollar Amount at any one time outstanding that will not result in (iI) the amount of such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Commitment or (II) the sum of the Borrowing Base. The Lenderstotal Revolving Credit Exposures plus the aggregate principal Dollar Amount of outstanding Competitive Loans exceeding the total Commitments, however, in their unanimous discretion, may elect to make Revolving provided that all ABR Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, made in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Dollars. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

Commitments. Subject (a)Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make Revolving Loans to the Borrowers Borrower from time to time during the Availability Period for the Revolving Credit Facility in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Total Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 millionCommitments, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits a violation of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Covenants. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Loans. Upon the effectiveness of the Revolving Commitments hereunder, each “Revolving Lender” under and as defined in the Existing Agreement (each, an “Existing Revolving Lender”) immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to the applicable Revolving Lenders hereunder, and each such Revolving Lender hereunder, as applicable, ​ will automatically and without further act be deemed to have assumed a portion of such Existing Revolving Lender’s outstanding Revolving Loans and participations under the Existing Agreement in any outstanding Letters of Credit, in each case in accordance with the Standard Terms and Conditions attached to the Assignment and Assumption attached hereto as Exhibit A, such that, after giving effect to the Revolving Commitments hereunder and to each such deemed assignment and assumption, (i) the Total Revolving Credit Exposure of each Revolving Lender shall not exceed such Lender’s Revolving Commitment and (ii) each Revolving Lender will hold outstanding Revolving Loans and participations in any outstanding Letters of Credit in accordance with such Lender’s Applicable Percentage in respect of the Revolving Credit Facility.

Commitments. Subject to the terms and conditions set forth herein, : (a) each Revolving Lender (severally and not jointly) agrees to make Revolving Loans to the Borrowers Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10) in (i) such LenderXxxxxx’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such LenderXxxxxx’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding sum of the total Revolving Facility Commitments orCredit Exposures exceeding the aggregate Revolving Commitments, until delivery provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Post-Closing Reports Restatement Effective Date (such outstanding loans being hereinafter referred to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated“Existing Loans”), (y) subject to the Administrative Agent’s authorityterms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in its sole discretionSection 1.06, to make Agent Advances pursuant to the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of Section 2.04(d). Within the foregoing limits Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the Borrowers may borrowreallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, prepay which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and reborrow to make additional Revolving Loans.Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Xxxxxx’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date; (b) on the Term A-1 Commitment Effective Date, the Term A-1 Lenders party to the Existing Credit Agreement advanced (on a several, not joint, basis) to the Borrower a Term A-1 Loan in an aggregate principal amount of $250,000,000 (which, immediately prior to the Restatement Effective 45

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to hereof and in reliance upon the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans representations and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions warranties set forth herein, the Borrowers may borrowAggregate Revolving Committed Amount (as in effect prior to the date hereof) shall be reduced by an aggregate principal amount equal to $250,000,000. Each of the parties hereto agrees that, prepay after giving effect to this Amendment, the revised Revolving Commitment and reborrow Revolving LoansCommitment Percentage of each Lender (as of the Effective Date) shall be as set forth on Exhibit A attached hereto. In connection with this Amendment, the outstanding Revolving Loans and participation interests in existing Swingline Loans and Letters of Credit shall be reallocated by causing such fundings and repayments (which shall not be subject to any processing and/or recordation fees) among the Lenders of the Revolving Loans as necessary such that, after giving effect to reduction of the Aggregate Revolving Committed Amount as contemplated by this Amendment, each Lender will hold Loans based on its Revolving Commitment (after giving effect to such reduction). The Borrower shall be responsible for any costs arising under Section 3.12 of the Credit Agreement resulting from such reallocation and repayments. The Administrative Agent and the Required Lenders hereby waive any notice requirements set forth in Section 3.3 of the Credit Agreement in connection with the reduction of the Aggregate Revolving Committed Amount as set forth herein. If, after giving effect to this Amendment, (a) the aggregate principal amount of Revolving Obligations shall exceed the Aggregate Revolving Committed Amount, (b) the aggregate principal amount of Swingline Loans shall exceed the Swingline Committed Amount or (c) the aggregate principal amount of LOC Obligations shall exceed the LOC Committed Amount, then the Borrower shall immediately make payment on the Loans and/or to a cash collateral account in respect of LOC Obligations in an amount necessary to eliminate such excess in accordance with Section 3.4(b) of the Credit Agreement.

Commitments. (a) (1) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender severally, but not jointly, agrees to make Revolving Loans denominated in Dollars to the Borrowers Borrower, which Loans (a) shall be made at any time and from time to time during on and after the Availability Period Closing Date and before the Termination Date, (b) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; but all Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type, (c) may be repaid and reborrowed in an aggregate principal amount that will not accordance with the provisions hereof, (d) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) at such time exceeding such Lender’s Revolving Facility Commitment Percentage at such time of the Loan Limit and (ore) shall not, if less, prior to delivery after giving effect thereto and to the Administrative Agent application of the Post-proceeds thereof, result in the Total Exposure exceeding the Loan Limit at such time, but each Loan made by a Lender outstanding on the Closing Reports, Date under the Original Credit Agreement shall be deemed to be a Loan hereunder (in an amount equal to such Lender’s Pro Rata Share Commitment Percentage of $340 million)such Loan, and not its amount thereof under the Original Credit Agreement) and shall continue with the same Interest Period applicable thereto. Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan, but (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or (ii) refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery event of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Baserequest for costs for which compensation is provided under this Agreement, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms provisions of Section 2.04(d2.10 shall apply). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

Commitments. Subject Lender Revolving Loan Commitment Swing Line Loan Commitment Pro Rata Share JPMorgan Chase Bank $30,000,000 $10,000,000 30% PNC $20,000,000 20% Fifth Third Bank $25,000,000 25% KeyBank $25,000,000 25% Schedule 1.2-1 Exhibit F FORM OF INTERCOMPANY NOTE [This Note, and the obligations of [NAME OF PAYOR] (the “Payor”) hereunder, shall be subordinate and junior in right of payment to all Senior Indebtedness (as defined in Section 1.07 of Annex A hereto) on the terms and conditions set forth hereinin Annex A hereto, which Annex A is herein incorporated by reference and made a part hereof as if set forth herein in its entirety. Annex A shall not be amended, modified or supplemented without the written consent of the Required Lenders (as defined in each Lender agrees of the Credit Agreements referred to make Revolving Loans below) (or, after such Credit Agreements have been terminated, the other holders holding a majority of the outstanding other Senior Indebtedness)]1 New York, New York [Date] FOR VALUE RECEIVED, , a [corporation][company][partnership] (the “Payor”), hereby promises to pay on demand to the Borrowers order of (the “Payee”), in lawful money of the United States of America in immediately available funds, at such location in the United States of America as the Payee shall from time to time during designate, the Availability Period in an aggregate unpaid principal amount that will not result of all loans and advances made by the Payee to the Payor. The Payor promises also to pay interest on the unpaid principal amount hereof in like money at said office from the date hereof until paid at such rate per annum as shall be agreed upon from time to time by the Payor and the Payee. Upon the earlier to occur of (x) the commencement of any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar proceeding of any jurisdiction relating to the Payor or (y) any exercise of remedies in respect of the Collateral pursuant to any of the Loan Documents as defined in the Credit Agreements referred to below, the unpaid principal amount hereof shall become immediately due and payable without presentment, demand, protest or notice of any kind in connection with this Note. This Note is one of the Intercompany Notes referred to in (i) such Lender’s Revolving Facility the ABL Credit Exposure Agreement, dated as of [ ], 2010 among the [Payor] [Payee], [OMNOVA Solutions Inc. (except for the “Company”)] and certain of [its] subsidiaries from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent with respect (the “Administrative Agent”) (as amended, restated, modified and/or supplemented from 1 EACH PROMISSORY NOTE EVIDENCING AN INTERCOMPANY LOAN SHALL HAVE INCLUDED ON ITS FACE THIS BRACKETED LEGEND AND SHALL HAVE “ANNEX A TO NOTE” ATTACHED THERETO AND MADE A PART THEREOF TO THE EXTENT SUCH SUBORDINATION IS REQUIRED BY THE ABL CREDIT AGREEMENT. time to Agent Advancestime, the “ABL Credit Agreement”) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or and (ii) the Revolving Facility Term Loan Credit Exposure exceeding Agreement, dated as of May 22, 2007, as amended as of October 21, 2010 by Amendment No. 1 and as amended and restated as of [ ], 2010, among the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base[Payor] [Payee] [Company], the Lenders may refuse lenders from time to make or otherwise restrict time party thereto, and DBTCA, as administrative agent (as further amended, restated, modified and/or supplemented from time to time, the making of Revolving Loans “Term Loan Credit Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”) and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, is subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(deach such Credit Agreement, and shall be pledged by the Payee pursuant to each Pledge Agreement (as defined in the Credit Agreement). Within [The Payor hereby acknowledges and agrees that the foregoing limits and subject Pledgee (as defined in each Pledge Agreement), may, pursuant to the terms respective Pledge Agreement, as in effect from time to time, exercise all rights provided therein with respect to this Note].2 The Payee is hereby authorized (but not required) to record all loans and conditions set forth hereinadvances made by it to the Payor (all of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the Borrowers may borrowaccuracy of the information contained therein. All payments under this Note shall be made without offset, prepay and reborrow Revolving Loans.counterclaim or deduction of any kind. The Payor hereby waives presentment, demand, protest or notice of any kind in connection with this Note. 2 INSERT IN EACH INTERCOMPANY NOTE UNDER WHICH THE PAYEE IS A CREDIT PARTY (AS DEFINED IN THE CREDIT AGREEMENT). THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. [NAME OF PAYOR] By: Name: Title: Pay to the order of: ________________________________ [NAME OF PAYEE] By: Name: Title: ANNEX A3

Commitments. Subject to the terms and conditions herein set forth hereinforth, each Lender agrees agrees, severally and not jointly, (a) to make a Tranche A Term Loan to the Parent Borrower on the Closing Date in a principal amount not to exceed its Tranche A Term Loan Commitment, (b) to make a Tranche B Term Loan to the Parent Borrower on the Closing Date in a principal amount not to exceed its Tranche B Term Loan Commitment and (c) to make Revolving Loans to the Borrowers Borrowers, at any time and from time to time during the Availability Period applicable Revolving Credit Commitment Period, in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Revolving Credit Commitment as then in effect; provided that (x) no Revolving Credit Lender shall make any Revolving Loans in any Alternative Currency if, after giving effect to the making of such Revolving Loan, the sum of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Dollar Equivalent of the then outstanding Revolving Loans or issue or arrange in Alternative Currencies and the then outstanding L/C Exposure in Alternative Currencies would exceed $150,000,000 (the “Alternative Currency Sublimit”) and (y) the aggregate amount of Revolving Loans (the “Foreign Subsidiary Borrower Sublimit”) made to have issued Foreign Subsidiary Borrowers shall at no time exceed $50,000,000 (it being understood that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Loans in any Alternative Currency and the then outstanding L/C Exposure with respect to any Letters of Credit issued in excess of an Alternative Currency on the Availability date on one or more occasions, but if they do so, neither which the Parent Borrower has given the Administrative Agent nor the Lenders shall be deemed thereby a Borrowing Request with respect to have changed the limits any Revolving Loan for purposes of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(ddetermining compliance with this clause (c)). Within the foregoing limits set forth in clause (c) of the preceding sentence and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed.

Commitments. Subject Lender shall have up to five (5) calendar days (or ----------- such lesser number of days as the parties may agree upon based on the circumstances of the Proposal) from the receipt thereof, to accept or reject the Proposal. If Lender accepts the Proposal, such acceptance shall be in the form (and only in the form) of a Commitment. If Lender does not respond within five (5) calendar days after Lender's receipt of the Proposal (or such lesser number of days as the parties may agree upon based on the circumstances of the Proposal), Lender shall be deemed to have rejected the Proposal. All Loans from Lender to Borrower shall be made at Lender's sole and absolute discretion, and Lender may decline to accept any Proposal (other than a Proposal that is related to a Forward Flow Agreement that is then already subject to a Commitment) for any reason or for no reason. In the case of a Forward Flow Agreement that is the subject of a Commitment, so long as no default has occurred and is continuing (hereunder or under the related Commitment) and subject to the terms and conditions set forth precedent to advances contained herein, each Lender agrees to make Revolving Loans advances of the respective Loan to finance all of Borrower's purchases of Assets under such Forward Flow Agreement, unless and until (x) there is, in Lender's reasonable judgment, a material change in the quality of the Assets proposed to be acquired by Borrower, as more particularly set forth in such original Forward Flow Agreement and (y) Lender gives Borrower prior written notice of Lender's decision to not make a Loan with respect to the Borrowers from time to time during purchase of a particular Portfolio under such Forward Flow Agreement not later than the Availability Period in an aggregate principal amount that will not result in lesser of (i) such thirty (30) days after Lender’s Revolving Facility Credit Exposure (except 's receives the respective request for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), a Loan or (ii) the Revolving Facility Credit Exposure exceeding time allowed by the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Baseapplicable Forward Flow Agreement. The Lenders, however, in their unanimous discretion, may elect Lender shall have no obligation to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances Loan except pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to in accordance with the terms and conditions set forth hereinof a written Commitment made to Borrower with respect to a specific Portfolio or, in the case of a Forward Flow Agreement, the Borrowers may borrow, prepay and reborrow Revolving LoansPortfolios subject thereto.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make Revolving Loans in dollars to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10(a)) in (i) such LenderXxxxxx’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such LenderXxxxxx’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Aggregate Revolving Facility Credit Exposure exceeding the total aggregate Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Loans.. (b) Subject to the terms and conditions set forth herein, each Term Lender severally (and not jointly) agrees to make, or in the case of the Existing Term Loans, be deemed to make a Term Loan in dollars to the Borrower, on the Restatement Date, in a principal amount not to exceed the sum of such Lender’s (i) Term Commitment and (ii) pro rata portion of the Existing Term Loans. Amounts prepaid or repaid in respect of Term Loans may not be reborrowed. The Administrative Agent and the Lenders agree that the Term Loans outstanding immediately prior to the Restatement Date pursuant to the Existing Credit Agreement shall be deemed to have been prepaid in their entirety on the Restatement Date, and to the extent that such prepayment results in break funding costs under Section 2.16, the Lenders hereby agree to waive any reimbursement obligations of the Borrowers arising under Section 2.16

Commitments. Subject Lender Tranche A-1 Term Loan Tranche A-2 Term Loan JPMORGAN CHASE BANK, N.A. $ 272,500,000 $ 40,875,000 XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED $ 272,500,000 $ 40,875,000 Total $ 545,000,000 $ 81,750,000 EXHIBIT A ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement identified below (as amended, the “Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the terms Assignee, and conditions set forth hereinthe Assignee hereby irrevocably purchases and assumes from the Assignor, each Lender agrees subject to make Revolving Loans to and in accordance with the Borrowers from time to time during Standard Terms and Conditions and the Availability Period in an aggregate principal amount that will not result in Loan Agreement, as of the Effective Date as contemplated below (i) such Lenderall of the Assignor’s Revolving Facility Credit Exposure (except for rights and obligations in its capacity as a Lender under the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery Loan Agreement and any other documents or instruments delivered pursuant thereto to the Administrative Agent extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Post-Closing ReportsAssignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such Lender’s Pro Rata Share of $340 million), or facilities) and (ii) to the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments orextent permitted to be assigned under applicable law, until delivery all claims, suits, causes of action and any other right of the Post-Closing Reports Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Administrative Agent, $340 million, or rights and obligations sold and assigned pursuant to clause (iiii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of above (the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect rights and obligations sold and assigned pursuant to make Revolving Loans or issue or arrange clauses (i) and (ii) above being referred to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit herein collectively as the Lenders determine until such excess has been eliminated, subject “Assigned Interest”). Such sale and assignment is without recourse to the Administrative Agent’s authorityAssignor and, except as expressly provided in its sole discretionthis Assignment and Assumption, to make Agent Advances pursuant to without representation or warranty by the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving LoansAssignor.

Commitments. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrower herein set forth hereinforth, each Lender having a Commitment hereby severally agrees to make Revolving Loans to the Borrowers Borrower at any time and from time to time during on and after the Availability Period Effective Date and until the earlier of the Maturity Date or the termination of such Lender's Commitment in accordance with the terms hereof, in an aggregate principal amount that will at any time outstanding not result in (iexcess of the Commitment of such Lender set forth on Schedule B, as reduced from time to time pursuant to subsection 2.7A(iv) or subsection 9.2, less such Lender’s 's Pro Rata Share of the Letters of Credit Usage at such time, subject, however, to the conditions that (I) at no time shall (A) the sum of (x) the outstanding aggregate principal amount of all Revolving Facility Loans and Swingline Loans and (y) the Letters of Credit Exposure Usage exceed (except B) the Total Commitment and (II) at all times the outstanding aggregate principal amount of all Revolving Loans made by each Lender shall equal the product of (A) the Percentage that its Commitment represents of the Total Commitment times (B) the outstanding aggregate principal amount of all Revolving Loans made pursuant to this subsection 2.2. Subject to subsection 2.9D, all Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make Revolving Loans hereunder nor shall any Commitment of any Lender be increased or decreased as a result of the Administrative Agent with respect default by any other Lender in that other Lender's obligation to Agent Advances) exceeding such Lender’s make Revolving Facility Commitment (Loans hereunder. Amounts borrowed by Borrower under subsection 2.2A may, subject to the limitations set forth in subsection 2.7A(i), be paid or prepaid and, subject to the other limitations set forth in this Agreement, to but excluding the Maturity Date, reborrowed. Revolving Loans made on any Funding Date shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount or, if less, prior to delivery to the Administrative Agent unutilized amount of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loansthen available hereunder.

Commitments. Prior to the Effective Date, certain revolving loans were previously made to the Borrowers under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding revolving loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrowers and each of the Lenders agree that on the Effective Date but subject to the reallocation and other transactions described in Section 1.05, the Existing Loans shall be re-evidenced as Revolving Loans under this Agreement, and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each Revolving Lender (severally and not jointly) agrees to make Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Revolving Credit Availability Period in an aggregate principal amount that will not result in (after giving effect to any application of proceeds of such Borrowing to any Swingline Loans outstanding pursuant to Section 2.10(a)) in, subject to Sections 2.04 and 2.11(b), (i) the Dollar Amount of such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Revolving Commitment or (ii) the Dollar Amount of the Borrowing Base. The LendersTotal Revolving Credit Exposure exceeding the aggregate Revolving Commitments, however(b) each Term A1 Lender with a Term A-1 Loan Commitment (severally and not jointly) agrees to make a Term A-1 Loan to the Company in Dollars in a single drawing during the Term Loan Availability Period, in their unanimous discretionan amount equal to such Lender’s Term A-1 Loan Commitment, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of on the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the Term Loan Trigger Date by making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject immediately available funds available to the Administrative Agent’s authoritydesignated account, not later than the time specified by the Administrative Agent and (c) each Term A-2 Lender with a Term A-2 Loan Commitment (severally and not jointly) agrees to make a Term A-2 Loan to the Company in Dollars in a single drawing during the Term Loan Availability Period, in its sole discretionan amount equal to such Lender’s Term A-2 Loan Commitment, to make Agent Advances pursuant on the Term Loan Trigger Date by making immediately available funds available to the terms of Section 2.04(d)Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Canadian Revolving Loans may only be made to (and may only be requested by or in respect of) a Canadian Borrower, and a Canadian Borrower may not request a Eurocurrency Loan denominated in Canadian Dollars (nor may the Company or any other Person request such a Eurocurrency Loan on behalf of a Canadian Borrower in Canadian Dollars) but, for the avoidance of doubt, a Canadian Borrower may request Eurocurrency Loans denominated in any Agreed Currency other than Canadian Dollars. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Commitments. (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agreesagreed to make a loan or loans denominated in U.S. Dollars (each, an “Initial Term Loan”) to the Borrower on the Closing Date, which Initial Term Loans shallwere required not to exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed U.S.$162,582,257. Such. Subject to and upon the terms and conditions set forth hereinin the Third Amendment, each Lender having a 2019 Refinancing Term Loan Commitment severally agrees to make Revolving Loans a loan or loans denominated in U.S. Dollars (each, a “2019 Refinancing Term Loan”) to the Borrowers from time to time during Borrower on the Availability Period in an aggregate principal amount that will Third Amendment Effective Date, which 2019 Refinancing Term Loans shall not result in exceed for any such Lender the 2019 Refinancing Term Loan Commitment of such Lender. Such 2019 Refinancing Term Loans (i) such Lender’s Revolving Facility Credit Exposure (except for may at the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (oroption of the Borrower be incurred and maintained as, if lessand/or converted into, prior to delivery ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the Administrative Agent same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the Post-Closing Reportssame Type, such Lender’s Pro Rata Share of $340 million), or (ii) may be repaid or prepaid (without premium or penalty (except as set forth in Section 5.1(c))) in accordance with the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments orprovisions hereof, until delivery of the Post-Closing Reports to the Administrative Agentbut once repaid or prepaid, $340 millionmay not be reborrowed, or (iii) shall not exceed for any such Lender the Initial2019 Refinancing Term Loan Commitment of such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of , and (iv) shall not exceed in the Borrowing Baseaggregate the Total Initial2019 Refinancing Term Loan Commitments. The LendersOn the Initial Term Loan Maturity Date, however, in their unanimous discretion, may elect to make Revolving all then unpaid Initial2019 Refinancing Term Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, repaid in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loansfull in U.S. Dollars.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees agrees, severally and not jointly, to make Revolving Standby Loans to the Borrowers Borrowers, at any time and from time to time during on and after the Availability Period date hereof and until the earlier of the Maturity Date and the termination of the Commitment of such Lender in accordance with the terms hereof, in Dollars or the Alternative Currency (as specified in the Standby Borrowing Requests with respect thereto), in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit 's Standby Loan Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders's Commitment, subject, however, to the conditions that (i) at no time shall the aggregate Standby Loan Exposures and LC Exposures of all the Lenders exceed the Total Commitment; (ii) at no time shall the aggregate Standby Loan Exposures and LC Exposures of all the Lenders exceed the Borrowing Base then in their unanimous discretioneffect; and (iii) at all times the outstanding aggregate principal amount of all Standby Loans made by each Lender shall equal such Lender's Applicable Percentage of the outstanding aggregate principal amount of all Standby Loans. Each Standby Borrowing (other than a Tranche B Borrowing) shall be made pursuant to the Lenders' Tranche A Commitments to the extent of the amount of such Tranche A Commitments that shall remain unused and available at the time of such Borrowing, may elect to make Revolving Loans or issue or arrange to have issued Letters and each Tranche B Borrowing and any amount of Credit any other Standby Borrowing in excess of the Availability on one or more occasions, but if they do so, neither Tranche A Commitments available at the Administrative Agent nor the Lenders time of such Borrowing shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances made pursuant to the terms of Lenders' Tranche B/C Commitments. Each Lender's Commitment is set forth opposite its name in Schedule 2.01. The Commitments may be terminated or reduced from time to time pursuant to Section 2.04(d)2.11. Within the foregoing limits and subject to the terms and conditions set forth hereinlimits, the Borrowers may borrow, pay or prepay and reborrow Revolving Loanshereunder, on and after the date hereof and prior to the Maturity Date, subject to the terms, conditions and limitations set forth herein.

Commitments. (a) Prior to the Effective Date, certain “Loans” were previously made to the Borrowers under (and as defined in) the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrowers and each of the Lenders agree that on the Effective Date but subject to the satisfaction of the conditions precedent set forth in Section 4.01 and the reallocation and other transactions described in Section 1.07, the Existing Loans shall be reevidenced as Loans of the same Class under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b)(i), such Lender’s Revolving Facility Credit Exposure (except for exceeding the Administrative Agent with respect to Agent Advances) exceeding Dollar Amount of such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) subject to Sections 2.04 and 2.11(b)(i), the Revolving Facility Credit Exposure exceeding sum of the Dollar Amount of the total Revolving Facility Commitments or, until delivery of Credit Exposures exceeding the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Aggregate Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Commitments. Immediately prior to the Restatement Closing Date, under the 1997 Credit Agreement the aggregate principal amount of the outstanding Loans made by Existing Lenders thereunder was $125,000,000 (collectively, the "Existing Loans"), the proceeds of which were to be used by Company for the purposes identified in the 1997 Credit Agreement. The amount of each Existing Lender's Pro Rata Share on the Restatement Closing Date of the Existing Loans is set forth opposite its name on Schedule 2.1A annexed hereto. On the Restatement Closing Date, the aggregate outstanding principal amount of the Existing Loans shall be automatically deemed to be part of the Loans made by Lenders and outstanding hereunder for all purposes of this Agreement, the Notes and the other Loan Documents. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth hereinforth, each Lender listed on Schedule 2.1B annexed hereto (each, a "Restatement Lender") hereby severally agrees to make Revolving Loans lend to Company on the Borrowers from time to time during the Availability Period in Restatement Closing Date an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s its Pro Rata Share of the Borrowing Baseaggregate amount of the Commitments to be used for the purposes identified in subsection 2.5A (collectively, the "Restatement Loans"). The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters amount of Credit in excess each Restatement Lender's Commitment is set forth opposite its name on Schedule 2.1B annexed hereto and the aggregate amount of the Availability Commitments is $115,000,000. Each Restatement Lender's Commitment shall expire immediately and without further action on August 12, 1998 if the Restatement Loans are not made on or before that date. Company may make only one borrowing under the Commitments. Amounts repaid or more occasions, but if they do so, neither prepaid on the Administrative Agent nor the Lenders shall Loans may not be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loansreborrowed.

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits Upon and subject to the terms and conditions set forth hereinhereof, (i) each Lender (other than a Non-NAIC Lender) hereby agrees from time to time on any Business Day during the Availability Period to Issue Letters of Credit as Syndicated Letters of Credit for the account of any Borrower, subject to the terms and conditions of Article III, (ii) each Fronting Bank hereby agrees from time to time on any Business Day during the Availability Period to Issue Letters of Credit as Participated Letters of Credit for the account of any Borrower and each Lender hereby agrees to purchase participations in the obligations of the Fronting Banks under Letters of Credit issued as Participated Letters of Credit, subject to the terms and conditions of Article III, (iii) each Fronting Bank hereby agrees from time to time on any Business Day during the Availability Period to Issue a Non-NAIC Lender’s Ratable Share of any Letter of Credit issued as a Syndicated Letter of Credit (and each such Non-NAIC Lender hereby agrees to purchase participations in the obligations of such Fronting Bank in the amount of its Ratable Share of such Letter of Credit), and (iv) each Lender hereby agrees to make loans (each, a “Loan,” and collectively, the “Loans”) to any Borrower from time to time on any Business Day during the Availability Period; provided that no Lender shall be obligated to make or participate in any Credit Extension if, immediately after giving effect thereto, (x) the Credit Exposure of such Lender would exceed its Commitment at such time, (y) the aggregate Credit Exposure would exceed the Aggregate Commitments at such time or (z) with respect to the Issuance of Letters of Credit, the applicable conditions in Section 3.3 are not met. Within the foregoing limits, and subject to and on the terms and conditions hereof, the Borrowers may borrow, prepay repay and reborrow Revolving on a revolving basis Loans, and may obtain Letters of Credit on a revolving basis to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Commitments. Subject to (a) Each Investor hereby affirms and agrees that it is bound by the provisions set forth in its Commitment Letter and Back-to-Back Commitment Letter, if applicable, and that Parent shall enforce the provisions of each of the Commitment Letters and Back-to-Back Commitment Letters in accordance with this Agreement and the terms of the Commitment Letters and conditions set forth hereinBack-to-Back Commitment Letters, each Lender agrees to make Revolving Loans to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in respectively, but only if either (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect applicable Investor(s) determine that the conditions to Agent Advances) exceeding such Lender’s Revolving Facility contributing under the Commitment (orLetters and Back-to-Back Commitment Letters are satisfied or waived, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports conditions to the Administrative Agent, $340 million, damages commitments thereunder have been satisfied or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share the Company is permitted to enforce, or cause Parent to enforce, the provisions of the Borrowing BaseCommitment Letters and Back-to-Back Commitment Letters under the specific circumstances and as specifically set forth therein and in the Merger Agreement and does in fact so enforce, or cause Parent to enforce, such provisions. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess None of the Availability on one Investors, Parent or more occasionsMerger Sub shall attempt to enforce, but if they do soor cause Parent or Merger Sub to enforce, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits any of the Borrowing Base Commitment Letters or to be obligated to exceed such limits on any other occasion. If Back-to-Back Commitment Letters until the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth hereinin this Section 8(a) have been satisfied. Subject to the preceding sentence, Parent and Merger Sub shall have no right to enforce any of the Borrowers Commitment Letters or Back-to-Back Commitment Letters unless directed to do so by (x) Trident, if enforcing against K-Z LLC, (y) K-Z LLC, if enforcing against Trident or (z) the Requisite Investors, if enforcing against any Investor other than Trident or K-Z LLC, in accordance with this Section 8(a), and no Investor shall have any right to enforce any of the Commitment Letters or Back-to-Back Commitment Letters except as acting through Parent. Notwithstanding anything to the contrary in this Section 8(a), (A) if the Requisite Investors determine that Parent does not require all of the Commitments in order to fulfill its obligations in full under the Merger Agreement and to consummate the Merger, then the Requisite Investors shall (except as otherwise agreed in writing between the Requisite Investors) reduce the Commitments to such extent, with any such reduction to be applied pro rata among the Investors based on the amount of their respective Commitments prior to giving effect to such reduction, or (B) if the Requisite Investors determine that Parent requires additional Commitments in order to fulfill its obligations in full under the Merger Agreement and to consummate the Merger, then the Requisite Investors may borrowagree to increase their Commitments, prepay and reborrow Revolving Loanswith any such increase to be applied pro rata among the Investors based on the amount of their respective Commitments prior to giving effect to such increase (except as otherwise agreed in writing between the Requisite Investors).

Commitments. Subject You have requested that UBS commit to provide the Facilities and that UBSW agree to structure, arrange and syndicate the Facilities. UBS is pleased to advise you of its commitment to provide the entire amount of the Bank Facilities to Borrower upon the terms and subject to the conditions set forth or referred to in this Commitment Letter and Annex III attached hereto. The commitment of UBS and each other Bank Lender (as defined below) hereunder is subject to the negotiation, execution and delivery of definitive documentation (the "Bank Documentation") with respect to the Bank Facilities reasonably satisfactory to UBS and the other Bank Lenders reflecting, among other things, the terms and conditions set forth hereinin the Bank Term Sheet, each Lender agrees in Annex III attached to make Revolving Loans this Commitment Letter and in the letter of even date herewith addressed to you providing, among other things, for certain fees relating to the Borrowers from time Bank Facilities (the "Bank Fee Letter"). In addition, UBS is pleased to time during advise you of its commitment to provide the Availability Period in an aggregate principal entire amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) Bridge Facility to Borrower upon the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans terms and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authorityconditions set forth or referred to in this Commitment Letter and Annex III attached hereto (it being acknowledged that at any time prior to 5:00 p.m., New York City time, on April 15, 2002, Whitney & Co., LLC and/or its affiliates may commit in its sole discretion, writing to make Agent Advances pursuant participate in up to $55.0 million of the terms of Section 2.04(d). Within the foregoing limits and subject to Bridge Facility on the terms and conditions set forth hereinin the Bridge Term Sheet, which shall reduce the amount of UBS's commitments in respect of the Bridge Facility on a dollar for dollar basis). The commitment of UBS and each other Bridge Lender (as defined below) hereunder is subject to the negotiation, execution and delivery of definitive documentation (the "Bridge Documentation" and, together with the Bank Documentation, the Borrowers may borrow"Financing Documentation") with respect to the Bridge Facility reasonably satisfactory to UBS and the other Bridge Lenders reflecting, prepay among other things, the terms and reborrow Revolving Loanscondi- tions set forth in the Bridge Term Sheet, in Annex III attached to this Commitment Letter and in the letter of even date herewith addressed to you providing, among other things, for certain fees relating to the Bridge Facilities (the "Bridge Fee Letter" and, together with the Bank Fee Letter, the "Fee Letters"). You agree that the closing date of the Acquisition and the Merger and the concurrent closing of the Facilities and, if applicable, the Notes Offering (the "Closing Date") shall be a date mutually agreed upon between you and us, but in any event shall not occur until the terms and conditions hereof, in Annex III attached hereto and in the Term Sheets (including the conditions to initial funding) have been satisfied or have been waived by us in writing.

Commitments. Subject Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 500,000,000 100 % TOTAL $ 500,000,000 100 % SCHEDULE 3.05 DISCLOSED MATTERS None SCHEDULE 6.06 EXISTING RESTRICTIONS None EXHIBIT A FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the terms Assignee, and conditions set forth hereinthe Assignee hereby irrevocably purchases and assumes from the Assignor, each Lender agrees subject to make Revolving Loans to and in accordance with the Borrowers from time to time during Standard Terms and Conditions and the Availability Period in an aggregate principal amount that will not result in Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below (i) such Lenderall of the Assignor’s Revolving Facility rights and obligations as a Lender under the Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery Agreement and any other documents or instruments delivered pursuant thereto to the Administrative Agent of extent related to the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or amount and percentage interest identified below and (ii) to the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments orextent permitted to be assigned under applicable law, until delivery all claims, suits, causes of action and any other right of the Post-Closing Reports Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Administrative Agent, $340 million, or rights and obligations sold and assigned pursuant to clause (iiii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of above (the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect rights and obligations sold and assigned pursuant to make Revolving Loans or issue or arrange clauses (i) and (ii) above being referred to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit herein collectively as the Lenders determine until such excess has been eliminated, subject “Assigned Interest”). Such sale and assignment is without recourse to the Administrative Agent’s authorityAssignor and, except as expressly provided in its sole discretionthis Assignment and Assumption, to make Agent Advances pursuant to without representation or warranty by the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving LoansAssignor.

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make Revolving Loans to the Borrowers Borrower from time to time during the Availability Period for the Revolving Credit Facility in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Total Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 millionCommitments, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits a violation of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Covenants. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Loans. Upon the effectiveness of the Revolving Commitments hereunder, each “Revolving Lender” under and as defined in the Existing Credit Agreement (each, an “Existing Revolving Lender”) immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to the applicable Revolving Lenders hereunder, and each such Revolving Lender hereunder, as applicable, will automatically and without further act be deemed to have assumed a portion of such Existing Revolving Lender’s outstanding Revolving Loans and participations under the Existing Credit Agreement in any outstanding Letters of Credit and/or Swingline Loans (if any), in each case in accordance with the Standard Terms and Conditions attached to the Assignment and Assumption attached hereto as Exhibit A, such that, after giving effect to the Revolving Commitments hereunder and to each such deemed assignment and assumption, (i) the Total Revolving Credit Exposure of each Revolving Lender shall not exceed such Lender’s Revolving Commitment and (ii) each Revolving Lender will hold outstanding Revolving Loans and participations in any outstanding Letters of Credit and/or Swingline Loans (if any) in accordance with such Lender’s Applicable Percentage in respect of the Revolving Credit Facility.

Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Lender agrees to make Revolving Loans to the Borrowers from time to time during the Availability Period Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars (“Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (i) the amount of such Lender’s Outstanding Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment Commitment; provided that (or, if less, i) the total Outstanding Revolving Credits of all Lenders shall not exceed (A) at any time prior to delivery the Compliance Date, $72,500,000 or (B) at any time on or after the Compliance Date, the Total Revolving Commitments, and (ii) the Total Revolving Loans shall not exceed the Revolving Loans Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT LSC COMMUNICATIONS, INC. 31 Table of Contents The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Post-Closing Reports, such Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect failure to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loansrequired.

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender having a Tranche A Revolving Credit Commitment severally agrees to make a loan or loans (each a "Tranche A Revolving Loans Credit Loan" and, collectively, the "Tranche A Revolving Credit Loans") to the Borrowers Borrower, which Tranche A Revolving Credit Loans (i) shall be made at any time and from time to time during on and after the Availability Period Perfection Date and prior to the Tranche A Revolving Credit Maturity Date, (ii) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Revolving Credit Loans, provided that all Tranche A Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Tranche A Revolving Credit Loans of the same Type, (iii) may be repaid and reborrowed in an accordance with the provisions hereof, (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount that will not result in which, when added to the product of (ix) such Lender’s 's Tranche A Revolving Facility Credit Exposure Commitment Percentage and (except y) the sum of (I) the aggregate Letter of Credit Outstanding at such time and (II) the aggregate principal amount of all Swingline Loans then outstanding, equals the Tranche A Revolving Credit Commitment of such Lender at such time and (v) shall not, after giving effect thereto and to the application of the proceeds thereof, exceed for all Lenders at any time outstanding the Administrative Agent with respect aggregate principal amount that, when added to Agent Advancesthe sum of (x) exceeding the Letter of Credit Outstanding at such Lender’s time and (y) the aggregate principal amount of all Swingline Loans then outstanding, equals the Total Tranche A Revolving Facility Credit Commitment (orthen in effect. On the Tranche A Revolving Credit Maturity Date, if less, all Tranche A Revolving Credit Loans shall be repaid in full. All Revolving Credit Loans outstanding immediately prior to delivery to the Administrative Agent effectiveness of the Post-Closing Reports, such Lender’s Pro Rata Share amendment and restatement of $340 million), or (ii) this Agreement on the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders Restatement Date shall remain outstanding and be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Tranche A Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

Commitments. Prior to the Effective Date, certain loans were previously made to the Company under the Existing Agreements which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrowers and each of the Lenders agree that on the Effective Date but subject to the satisfaction of the conditions precedent set forth in Section 4.01 and the reallocation and other transactions described in Section 1.05, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers any Borrower in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (ia) the Dollar Amount of such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery Dollar Amount of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Commitment, (b) subject to Section 2.04, the sum of the Borrowing Base. The Lenderstotal Revolving Credit Exposures exceeding the Aggregate Commitment, however(c) subject to Section 2.04, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess the Dollar Amount of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, exceeding the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, Foreign Currency Sublimit or (d) subject to Section 2.04, the Administrative Agent’s authority, in its sole discretion, Dollar Amount of the total outstanding Revolving Loans made to make Agent Advances pursuant to Foreign Subsidiary Borrowers exceeding the terms of Section 2.04(d)Foreign Borrower Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees agrees, severally and not jointly, to make Revolving Standby Loans to the Borrowers Borrower and to purchase participations in the reimbursement obligations of the Borrower to the Fronting Bank, at any time and from time to time during until the Availability Period earlier of the Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment, and the Fronting Bank agrees to issue Letters of Credit for the account of the Borrower at any time and from time to time until the fifth Business Day preceding the Maturity Date in aggregate stated amount at any time outstanding not to exceed the LC Commitment Amount, subject, however, to the conditions that will not result in (i) such Lender’s Revolving Facility Credit Exposure at no time shall the sum of (except for x) the Administrative Agent with respect to Agent Advancesoutstanding aggregate principal amount of all Standby Loans plus (y) exceeding such Lender’s Revolving Facility Commitment the outstanding aggregate principal amount of all Competitive Loans plus (orz) LC Outstandings exceed the Total Commitment, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) at no time shall the Revolving Facility sum of (x) the outstanding aggregate principal amount of all Extensions of Credit Exposure exceeding plus (y) the total Revolving Facility Commitments oroutstanding aggregate amount of all "Extensions of Credit" and "Borrowings" under and as defined in the 364-Day Credit Agreement and the Bridge Facility, until delivery respectively plus (z) the outstanding borrowings and other extensions of credit under other credit agreements or loan agreements that the Borrower is a party to, for the account of, or owing by, the Borrower exceed $2,000,000,000 or such different amount reflected in the orders, resolutions and approvals referenced in (i)(A) of the Post-Closing Reports to the Administrative Agentdefinition of "Borrower Approval Date", $340 million, or (iii) at no time shall (x) the outstanding aggregate principal amount of all Standby Loans made by any Lender plus (y) the amount by which the Competitive Loans made to the Borrower and outstanding at such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders time shall be deemed thereby to have changed used the limits Commitment of such Lender pursuant to Section 2.15 plus (z) such Lender's Percentage of the Borrowing Base or to be obligated to LC Outstandings exceed the amount of such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing BaseLender's Commitment and (iv) at all times, the Lenders outstanding aggregate principal amount of all Standby Loans made by each Lender to the Borrower shall equal the product of (A) the percentage that such Lender's Commitment represents of the Total Commitment times (B) the outstanding aggregate principal amount of all Standby Loans made to the Borrower. Within the foregoing limits, the Borrower may refuse to make borrow, pay or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminatedprepay and, subject to the Administrative Agent’s authoritylimitations set forth in Section 2.12(a), in its sole discretionreborrow Standby Loans hereunder, to make Agent Advances pursuant on and after the Restatement Date and prior to the terms of Section 2.04(d). Within the foregoing limits and Maturity Date, subject to the terms terms, conditions and conditions limitations set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, (a) each Lender agrees with a Term Loan Commitment agrees, severally and not jointly, to (i) make Term Loans to the Company, in dollars, in an aggregate principal amount not to exceed its Term Loan Commitment or (ii) with the consent of the Administrative Agent, pursuant to a timely Term Loan Conversion Notice delivered pursuant to the penultimate sentence of this Section 2.01(a), convert all of such Lender’s Existing Term Loans into a Term Loan to the Company, in dollars, outstanding under this Agreement, in either case on the Closing Date, and (b) each Lender with a Revolving Credit Commitment agrees, severally and not jointly, to make Revolving Loans to the Borrowers Company, at any time and from time to time during on or after the Availability Period date hereof, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in dollars, in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of Revolving Credit Commitment or (ii) the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Aggregate Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds exceeding the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Total Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitment. Within the foregoing limits set forth in clause (b) of the preceding sentence and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrowers Company may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. Administrative Agent has offered certain Lenders the opportunity to convert their respective Existing Term Loans into Term Loans hereunder and certain such Lenders have accepted such offer and elected to convert all of their respective Existing Term Loans into Term Loans hereunder by delivery of a duly executed, irrevocable written notice thereof to Administrative Agent substantially in the form supplied by Administrative Agent on the Platform (any such notice being a “Conversion Notice” and any Existing Term Loan to be converted pursuant thereto being a “Converted Term Loan”). On the Closing Date, Converted Term Loans shall be converted into (and shall constitute for all purposes hereunder) Term Loans under this Agreement and the Administrative Agent shall record in the Register the Converted Term Loans converted into Term Loans hereunder. A Lender’s delivery of a duly executed Conversion Notice shall obviate the need for such Lender to execute this Agreement or an Assignment and Acceptance with respect to its Term Loans, such Conversion Notice being deemed a signature to this Agreement for all purposes.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans (as defined in the Exiting Credit Agreement) party to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Existing Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, Agreement immediately prior to delivery giving effect to this Amendment Agreement (each, an “Existing Lender”) that executes and delivers a signature page in the form of Annex A hereto (a “Lender Signature Page”) to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or hereby severally agrees (iii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within this Amendment Agreement and the foregoing limits terms of the Amended and subject Restated Credit Agreement and (ii)(A) to extend all or a portion of its Existing Commitment (such extended Existing Commitments, the “Rolling Commitments”; any such amount of Existing Commitments not extended as Rolling Commitments, the “Non-Allocated Existing Commitments”; and all such extending Existing Lenders, the “Extending Lenders”) by providing an A&R Commitment to the terms and conditions Borrowers in the amount set forth hereinopposite such Extending Lender’s name on Schedule 2.01 to the Amended and Restated Credit Agreement or (B) increase its Existing Commitment by providing (x) a Rolling Commitment in an amount equal to its Existing Commitment plus (y) a new A&R Revolving Commitment (such new A&R Revolving Commitment, the Borrowers may borrow“Increased Revolving Commitment” and, prepay together with the Rolling Commitment in clause (x), the “Increased Commitments”; and reborrow Revolving Loansall such increasing Existing Lenders under this clause (B), the “Increasing Lenders” and, together with the Extending Lenders, the “Consenting Lenders”; and the Existing Lenders that are not Consenting Lenders, collectively, the “Non-Consenting Lenders”), in the aggregate amount under this clause (B) set forth opposite such Increasing Lender’s name on Schedule 2.01 to the Amended and Restated Credit Agreement.

Commitments. Subject to the terms and conditions set forth hereinhereof, (a) each Tranche A Lender severally agrees to make Revolving Loans a term loan (each, a "Tranche A Loan") to the Borrowers from time to time during Borrower on the Availability Period Closing Date in an aggregate principal amount that will not result in (i) to exceed the amount of the Tranche A Commitment of such Lender’s Revolving Facility Credit Exposure , (except for b) each Tranche B Lender severally agrees to make a term loan (each, a "Tranche B Loan") to the Borrower on the Closing Date in an amount not to exceed the amount of the Tranche B Commitment of such Lender and (c) each Tranche C Lender severally agrees to make a term loan (each, a "Tranche C Loan") to the Borrower on the Closing Date in an amount not to exceed the amount of the Tranche C Commitment of such Lender. Immediately upon the borrowing of the Loans, the Borrower (or the Administrative Agent with respect to Agent Advanceson behalf of the Borrower) exceeding shall deposit $112,000,000 of such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to amount into the Cash Collateral Account where such funds shall be held in the form of cash and controlled by the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(dthe Cash Collateral Agreement (and the Lenders hereby appoint the Administrative Agent to exercise such control and to hold the security interest granted to the Administrative Agent pursuant to the Cash Collateral Agreement for the benefit of the Administrative Agent and the Lenders). Within the foregoing limits and subject Subject to the terms conditions precedent contained in Section 4.2, up to once each calendar month the Borrower shall be permitted to draw funds from the Cash Collateral Account in an amount not to exceed the aggregate amount of expenses incurred pursuant to the Principal EAF Construction Contracts and conditions set forth hereinother contracts relating to the construction and implementation of the Electric Arc Furnace which have not been previously paid or reimbursed from the Cash Collateral Account and for which invoices have been submitted to the Administrative Agent. Proceeds from draws made on the Cash Collateral Account shall be delivered (i) in the manner provided in the construction invoices submitted to the Administrative Agent or (ii) upon receipt by the Administrative Agent of satisfactory evidence that Borrower has previously paid any portion of the submitted invoices directly to the appropriate contractor, to the Borrowers Borrower as reimbursement for such prior payments. It is agreed that no withdrawals may borrowbe made with respect to funds held in the Cash Collateral Account other than withdrawals made for the purposes of the construction and implementation of the Electric Arc Furnace. It is further agreed that funds remaining in the Cash Collateral Account shall be paid over immediately to the Administrative Agent to repay (and the Administrative Agent shall apply such amount to the repayment of) the Loans then outstanding on a pro rata basis on the earliest to occur of (i) the date which is 30 days after the Performance Acceptance Date, prepay (ii) such date as the Loans shall become due and reborrow Revolving payable in accordance with Section 2.18 or Section 7.1 and (iii) such date as the Borrower shall declare its intention to abandon its plan to undertake or complete construction of the Electric Arc Furnace. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.7.

Commitments. Prior to the Effective Date, certain loans were made to the Borrowers under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrowers and each of the Lenders agree that on the Effective Date but subject to the reallocation and other transactions described in Section 1.05, the Existing Loans that are “Revolving Loans” and “Term Loans” under the Existing Credit Agreement shall be reevidenced as Revolving Loans and Term Loans, respectively, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the Dollar Amount of such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Commitment or (ii) subject to Section 2.04, the sum of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess Dollar Amount of the Availability on one or more occasions, but if they do so, neither total Revolving Credit Exposures exceeding the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the aggregate Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. The aggregate outstanding principal amount of the Term Loans as of the Effective Date is $105,000,000 and each Term Lender’s respective portion of the Term Loans on the Effective Date is set forth on Schedule 2.01.

Commitments. (a) Subject to and upon the terms and conditions ----------- herein set forth hereinforth, each Lender agrees to make Revolving Loans to the Borrowers Bank severally agrees, at any time and from time to time during on and after the Availability Restatement Effective Date and prior to the Maturity Date, to make a revolving loan or loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall be denominated in U.S. Dollars, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that (x) all Revolving Loans made as -------- part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type and (y) unless the Agent has determined that the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), no more than three Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Restatement Effective Date (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on a single date on or after the Restatement Effective Date and on or before the sixth Business Day following the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowing may only be made on the last day of the Interest Period of the second such Borrowing), (iii) may be repaid and reborrowed in an accordance with the provisions hereof and (iv) shall not exceed for any Bank at any time outstanding that aggregate principal amount that will not result in which, when combined with (iI) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (orBank's Percentage, if lessany, prior to delivery to the Administrative Agent of the Post-Closing ReportsSwingline Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, such Lender’s Pro Rata Share of $340 million)and simultaneously with the incurrence of, or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasionsSwingline Loans) at such time, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If equals the Revolving Facility Credit Exposure exceeds the Borrowing BaseLoan Commitment, the Lenders may refuse to make or otherwise restrict the making if any, of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving LoansBank at such time.

Commitments. Prior to the Effective Date, certain revolving loans and term loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Effective Date but subject to the satisfaction of the conditions precedent set forth in Section 4.01 and the reallocation and other transactions described in Section 1.05, the Existing Loans shall be reevidenced as Revolving Loans and Term Loans, as applicable, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each Revolving Lender agrees to make Revolving Loans in dollars to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the total Revolving Facility Credit Exposure Exposures exceeding the sum of the total Revolving Facility Commitments orCommitments, until delivery of the Post-Closing Reports (b) each Term Lender with a Tranche A Term Loan Commitment agrees to make a Tranche A Term Loan in dollars to the Administrative AgentBorrower on the Effective Date, $340 million, or (iii) in an amount equal to such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the Tranche A Term Loan Commitment by making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject immediately available funds available to the Administrative Agent’s authoritydesignated account, not later than the time specified by the Administrative Agent and (c) each Term Lender with a Tranche B Term Loan Commitment agrees to make a Tranche B Term Loan in dollars to the Borrower on the Effective Date, in its sole discretion, an amount equal to make Agent Advances pursuant such Lender’s Tranche B Term Loan Commitment by making immediately available funds available to the terms of Section 2.04(d)Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Loans. Amounts prepaid or repaid in respect of Term Loans may not be reborrowed.

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (ia) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits Upon and subject to the terms and conditions set forth hereinhereof, (i) each Tranche 1 Lender hereby agrees from time to time on any Business Day during the Availability Period to Issue Tranche 1 Letters of Credit as Syndicated Letters of Credit for the account of any Account Party, subject to the terms and conditions of Article III, (ii) the Fronting Bank hereby agrees from time to time on any Business Day during the Availability Period to Issue Tranche 1 Letters of Credit as Participated Letters of Credit for the account of any Account Party and each Tranche 1 Lender hereby agrees to purchase participations in the obligations of the Fronting Bank under Tranche 1 Letters of Credit issued as Participated Letters of Credit, subject to the terms and conditions of Article III and (iii) each Tranche 1 Lender hereby agrees to make loans (each, a “Loan,” and collectively, the “Loans”) to one or more of the Borrowers from time to time on any Business Day during the period from and including the Effective Date to but not including the Tranche 1 Termination Date; provided that no Tranche 1 Lender shall be obligated to make or participate in any Tranche 1 Credit Extension if, immediately after giving effect thereto, (x) the Tranche 1 Credit Exposure of any Tranche 1 Lender would exceed its Tranche 1 Commitment at such time, (y) the aggregate Tranche 1 Credit Exposure would exceed the aggregate Tranche 1 Commitment at such time or (z) with respect to any Tranche 1 Credit Extension constituting the Issuance of Tranche 1 Letters of Credit, the applicable conditions in Section 3.4 are not met. Within the foregoing limits, and subject to and on the terms and conditions hereof, the Borrowers may borrow, prepay repay and reborrow Revolving Loans, and the Account Parties may obtain Tranche 1 Letters of Credit on a revolving basis to replace Tranche 1 Letters of Credit that have expired or that have been drawn upon and reimbursed.

Commitments. Subject to Provided that immediately before and after giving effect thereto, no Default shall or would exist, the terms Borrower may at any time and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers from time to time during prior to January 31, 2000, at its sole cost and expense, request any one or more of the Availability Period in an aggregate principal amount that will not result in Lenders to increase (i) such decision to be within the sole and absolute discretion of such Lender’s Revolving ) its Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving A Commitment or Facility Commitment (orB Commitment, if less, prior to delivery or any other Eligible Institution reasonably satisfactory to the Administrative Agent to provide a new Facility A Commitment or Facility B Commitment, by submitting an Increase Supplement in the form of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 millionExhibit G (an "INCREASE SUPPLEMENT"), duly executed by the Borrower and each such Lender or (ii) Eligible Institution, as the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent, $340 millionthe Administrative Agent shall execute such Increase Supplement and deliver a copy thereof to the Borrower and each such Lender or Eligible Institution, or as the case may be. Upon execution and delivery of such Increase Supplement, (i) in the case of each such Lender, such Lender's Facility A Commitment and/or Facility B Commitment shall be increased to the amount set forth in such Increase Supplement, (ii) in the case of each such Eligible Institution, such Eligible Institution shall become a party hereto and shall for all purposes of the Loan Documents be deemed a "LENDER" with a Facility A Commitment and/or Facility B Commitment in the amount set forth in such Increase Supplement, (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share with respect to each of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess remaining scheduled mandatory reductions of the Availability Aggregate Facility B Commitment set forth in Section 2.3(b), the percentage thereof shall be increased, on one or more occasionsa pro rata basis, but if they do soso that such remaining reductions would cause the Aggregate Facility B Commitment to be reduced to zero ($0.00) on the Facility B Maturity Date, neither and (iv) the Borrower shall contemporaneously therewith execute and deliver to the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base a Note for each such Eligible Institution providing a new Facility A Commitment or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing BaseB Commitment; PROVIDED, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminatedHOWEVER, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.that:

Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make Revolving Loans to the Borrowers make, at any time and from time to time during on or after the Availability Period Restatement Effective Date and prior to the Maturity Date, a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall be denominated in an Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed for any Lender at any time outstanding that aggregate principal amount that will not result in which, when added to the product of (ix) such Lender’s Revolving Facility Credit Exposure 's Percentage and (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (iiy) the Revolving Facility Credit Exposure exceeding sum of (I) the total Revolving Facility Commitments or, until delivery aggregate amount of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters all Letter of Credit in excess Outstandings (exclusive of Unpaid Drawings which are repaid with the Availability on one or more occasionsproceeds of, but if they do so, neither and simultaneously with the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Baseincurrence of, the Lenders may refuse to make or otherwise restrict the making respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the issuance incurrence of, the respective incurrence of Letters Revolving Loans) then outstanding, equals the Commitment of such Lender at such time and (v) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit as Outstandings (exclusive of Unpaid Drawings which are repaid with the Lenders determine until such excess has been eliminatedproceeds of, subject to and simultaneously with the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth hereinincurrence of, the Borrowers may borrow, prepay and reborrow respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Commitment at such time.

Commitments. Subject to the terms and conditions set forth herein, (a) each Revolving Lender severally agrees to make Revolving Loans to the Borrowers in Dollars or in one or more Alternative Currencies from time to time time, on any Business Day during the Availability Period Period, in an aggregate principal amount that will not result in (i) to exceed at any time outstanding the amount of such Lender’s Revolving Facility Credit Exposure Commitment; provided, however, that after giving effect to any Revolving Borrowing, (except for i) the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Total Revolving Facility Commitment (orOutstandings shall not exceed the Aggregate Revolving Commitments, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery aggregate Outstanding Amount of the Post-Closing Reports to the Administrative AgentRevolving Loans of any Revolving Lender, $340 million, or (iii) plus such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The LendersOutstanding Amount of all L/C Obligations, howeverplus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, (iii) the aggregate Outstanding Amount of all Revolving Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit and (iv) the aggregate Outstanding Amount of all Revolving Loans made to the Designated Borrowers shall not exceed the Designated Borrower Sublimit, and (b) each Term Loan Lender severally agrees to make a Term Loan to the Borrower in Dollars on the Closing Date, in their unanimous discretionan amount equal to such Lender’s Term Loan Commitment, may elect by making immediately available funds available to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authoritydesignated account, in its sole discretion, to make Agent Advances pursuant to not later than the terms of Section 2.04(d)time specified by Agent. Within the foregoing limits and subject to the other terms and conditions set forth hereinhereof, the Borrowers Company may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Term Loans may only be denominated in Dollars.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein, each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrowers from time to time during the Availability Period its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount that will not shall not, after giving effect thereto and to the application of the proceeds thereof, result in (i) such Revolving Credit Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Revolving Credit Lender’s Revolving Facility Credit Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or and (ii) the aggregate Revolving Facility Credit Exposure Exposures exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or Maximum Borrowing Amount (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Protective Advances and Overadvances pursuant to the terms of Section 2.04(d2.15). Within , provided that any of the foregoing limits such Revolving Credit Loans (A) shall be made at any time and subject from time to time (x) after the Closing Date and prior to the terms Initial Revolving Credit Maturity Date and conditions set forth herein, (y) on the Closing Date the Borrowers may borrow(i) use an amount not to exceed $45,000,000 to fund working capital and Transaction Costs and (ii) fund any upfront fees or “flex” original issue discount pursuant to the Fee Letter, prepay (B) may, at the option of the Borrowers be incurred and reborrow maintained as, and/or converted into, ABR Loans or LIBOR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class.

Commitments. Subject (a) Immediately prior to the effectiveness of this Agreement, on the Effective Date, the outstanding principal balance of the "Revolving Loans" made under (and as such term is defined in) the Existing Credit Agreement was $70,818,427.80 (the "Outstanding Existing Revolving Loan Balance"). On the Effective Date, the Outstanding Existing Revolving Loan Balance shall be continued, for all purposes of this Agreement, as Revolving Loans (as such term is defined below) hereunder. From and after the Effective Date, subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make Revolving Loans to the Working Capital Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s 's Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s 's Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Aggregate Revolving Facility Credit Exposure exceeding the total lesser of (x) the Aggregate Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or Commitment and (iiiy) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s 's authority, in its sole discretion, to make Agent Protective Advances and Overadvances pursuant to the terms of Section 2.04(d)Sections 2.04 and 2.05. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.. (b) On the Original Closing Date, JPMCB funded to the Real Estate Borrowers the "Term Loan" (as defined in the Original Credit Agreement) under the Original Credit Agreement in an aggregate original principal amount of $60,000,000 (the "Original Term Loan"). On the Second Amendment and Restatement Date, the Term A Lenders funded to the Real Estate Borrowers the "Additional Term Loan Advance" (as defined in the Existing Credit Agreement) under the Existing Credit Agreement in an aggregate original principal amount of $20,600,000 (the "Additional Term Loan"; the Original Term Loan and the Additional Term Loan are collectively referred to as the "Term A Loan"). Immediately prior to the Effective Date, the outstanding principal balance of the Term A Loan was $69,048,000. Each Term A Lender's share of the outstanding Term A Loan as of the Effective Date is set

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits Upon and subject to the terms and conditions set forth hereinhereof, (i) each Lender (other than a Non-NAIC Lender) hereby agrees from time to time on any Business Day during the Availability Period to Issue Letters of Credit as Syndicated Letters of Credit for the account of any Borrower, subject to the terms and conditions of ARTICLE III, (ii) each Fronting Bank hereby agrees from time to time on any Business Day during the Availability Period to Issue Letters of Credit as Participated Letters of Credit for the account of any Borrower and each Lender hereby agrees to purchase participations in the obligations of the such Fronting Bank under Letters of Credit issued by it as Participated Letters of Credit, subject to the terms and conditions of ARTICLE III, (iii) Xxxxx Fargo, in its capacity as a Fronting Bank, hereby agrees from time to time on any Business Day during the Availability Period to Issue the Ratable Share of ING of any Letter of Credit issued as a Syndicated Letter of Credit (and ING hereby agrees to purchase participations in the obligations of Xxxxx Fargo in such capacity in the amount of its Ratable Share of such Letter of Credit), and (iv) each Lender hereby agrees to make loans (each, a “Loan,” and collectively, the “Loans”) to any Borrower from time to time on any Business Day during the Availability Period; provided that no Lender shall be obligated to make or participate in any Credit Extension if, immediately after giving effect thereto, (v) the Credit Exposure of such Lender would exceed its Commitment at such time, (w) the aggregate Credit Exposure would exceed the Aggregate Commitments at such time, (x) with respect to any Credit Extension, the applicable conditions in Section 3.4 or Section 4.2 are not met (y) with respect to any Borrowing of Loans, the aggregate outstanding principal amount of Loans would exceed the Revolver Sublimit, or (z) the Dollar Amount of the aggregate Stated Amount of all Letters of Credit denominated in a Foreign Currency would exceed the Foreign Currency Sublimit. Within the foregoing limits, and subject to and on the terms and conditions hereof, the Borrowers may borrow, prepay repay and reborrow Revolving on a revolving basis Loans, and may obtain Letters of Credit on a revolving basis to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Commitments. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth hereinforth, each Lender agrees hereby severally agrees, subject to make the limitations set forth below with respect to the maximum amount of Revolving Loans permitted to the Borrowers be outstanding from time to time, to lend to Company from time to time during the Availability Period in period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s its Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess aggregate amount of the Availability Revolving Loan Commitments to be used for the purposes identified in subsection 2.5A. The original amount of each Lender's Revolving Loan Commitment is set forth opposite its name on one or more occasions, but if they do so, neither Schedule 2.1 annexed hereto and the Administrative Agent nor aggregate original amount of the Revolving Loan Commitments is $50,000,000; provided that the Revolving Loan Commitments of Lenders shall be deemed thereby adjusted to have changed the limits give effect to any assignments of the Borrowing Base or Revolving Loan Commitments pursuant to be obligated to exceed such limits on any other occasion. If subsection 10.1B; and provided, further that the amount of the Revolving Facility Credit Exposure exceeds Loan Commitments shall be reduced from time to time by the Borrowing Base, amount of any reductions thereto made pursuant to subsections 2.4A(ii) and 2.4A(iii). Each Lender's Revolving Loan Commitment shall expire on the Lenders may refuse Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as Revolving Loan Commitments shall be paid in full no later than that date; provided that each Lender's Revolving Loan Commitment shall expire immediately and without further action on January 31, 1998 if the Lenders determine until such excess has been eliminatedAXELs are not funded on or before that date. Amounts borrowed under this subsection 2.1A may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the Administrative Agent’s authority, following limitations in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within amounts and during the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.periods indicated:

Commitments. Prior to the Effective Date, certain revolving loans were previously made to the Company under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding revolving loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrowers and each of the Lenders agree that on the Effective Date but subject to the satisfaction of the conditions precedent set forth in Section 4.01 and the reallocation and other transactions described in Section 1.05, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, each Lender (severally and not jointly) agrees to make Revolving Loans to the Borrowers any Borrower in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result (after giving effect to any application of proceeds of such Borrowing to any Swingline Loans outstanding pursuant to Section 2.10(a)) in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Commitment, (ii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the Borrowing Base. The LendersTotal Revolving Credit Exposure exceeding the Aggregate Commitment, however(iii) subject to Sections 2.04 and 2.11(b), in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess the Dollar Amount of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, exceeding the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, Foreign Currency Sublimit or (iv) subject to Section 2.04, the Administrative Agent’s authority, in its sole discretion, Dollar Amount of the total outstanding Revolving Loans made to make Agent Advances pursuant to Foreign Subsidiary Borrowers exceeding the terms of Section 2.04(d)Foreign Borrower Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

Commitments. Subject Lender Commitment Xxxxx Fargo Bank, N.A. $ 300,000,000.00 Barclays Bank PLC $ 200,000,000.00 TOTAL $ 500,000,000.00 EXHIBIT A FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into between the Assignor named below (the “Assignor”) and the Assignee named below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the terms Assignee, and conditions set forth hereinthe Assignee hereby irrevocably purchases and assumes from the Assignor, each Lender agrees subject to make Revolving Loans to and in accordance with the Borrowers from time to time during Standard Terms and Conditions and the Availability Period in an aggregate principal amount that will not result in Credit Agreement, as of the Effective Date inserted by the Administrative Agent below (i) such Lenderall of the Assignor’s Revolving Facility rights and obligations in its capacity as a Lender under the Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery Agreement and any other documents or instruments delivered pursuant thereto to the Administrative Agent extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Post-Closing Reports, Assignor under the respective facilities identified below (including any guarantees and swingline loans included in such Lender’s Pro Rata Share of $340 million), or facilities) and (ii) to the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments orextent permitted to be assigned under applicable law, until delivery all claims, suits, causes of action and any other right of the Post-Closing Reports Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Administrative Agent, $340 million, or rights and obligations sold and assigned pursuant to clause (iiii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of above (the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect rights and obligations sold and assigned pursuant to make Revolving Loans or issue or arrange clauses (i) and (ii) above being referred to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit herein collectively as the Lenders determine until such excess has been eliminated, subject “Assigned Interest”). Such sale and assignment is without recourse to the Administrative Agent’s authorityAssignor and, except as expressly provided in its sole discretionthis Assignment and Assumption, to make Agent Advances pursuant to without representation or warranty by the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving LoansAssignor.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, (a) each Circle C Term Lender agrees agrees, severally and not jointly, to make a Term Loan to Circle C on the Effective Date in a principal amount not to exceed its Term Loan Commitment, (b) each Circle C Revolving Credit Lender agrees, severally and not jointly, to make Revolving Loans to the Borrowers Circle C, at any time and from time to time during on or after the Availability Period date hereof, and until the earlier of the Circle C Revolving Commitment Maturity Date and the termination of the Circle C Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s 's Circle C Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders's Circle C Revolving Credit Commitment and (c) each FMPOC Revolving Credit Lender agrees, howeverseverally and not jointly, in their unanimous discretion, may elect to make Revolving Loans to FMPOC, at any time and from time to time on or issue or arrange to have issued Letters of Credit in excess after the date hereof, and until the earlier of the Availability on one or more occasionsFMPOC Revolving Commitment Maturity Date and the termination of the FMPOC Revolving Credit Commitment of such Lender in accordance with the terms hereof, but if they do soin an aggregate principal amount at any time outstanding that will not result in such Lender's FMPOC Revolving Credit Exposure exceeding such Lender's FMPOC Revolving Credit Commitment; provided, neither however, that, notwithstanding the Administrative Agent nor foregoing, the Lenders sum of the FMPOC L/C Exposure and the Circle C L/C Exposure shall not exceed $7,500,000, in the aggregate, at any time. A Lender's aggregate Commitments hereunder shall be deemed thereby to have changed made ratably among the limits Tranches based on the aggregate amount of all the Borrowing Base or to be obligated to exceed Lenders' Commitments under each such limits Tranche on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Effective Date. Within the foregoing limits set forth in clauses (b) and (c) of the second preceding sentence and subject to the terms conditions and conditions limitations set forth herein, the Borrowers may borrow, prepay pay or repay and reborrow Revolving Loans, as applicable. Amounts paid or prepaid in respect of the Term Loan may not be reborrowed.

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Lender agrees agrees, severally and not jointly, to make Revolving Initial Term Loans in Dollars to the Borrowers from time to time during Borrower on the Availability Period Closing Date in an aggregate principal amount that will requested by the Borrower not result in (i) to exceed such Lender’s Initial Term Commitment and (ii) each Initial Revolving Facility Lender, severally and not jointly, agrees to make Initial Revolving Loans to the Borrower in Dollars or Euros, at any time and from time to time on and after the Closing Date and until the earlier of the Initial Revolving Credit Exposure (except for Maturity Date and the Administrative Agent termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender in accordance with respect the terms hereof; provided that, after giving effect to Agent Advances) exceeding any Borrowing of Initial Revolving Loans, the Outstanding Amount of such Lender’s Initial Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, Credit Exposure shall not exceed such Lender’s Pro Rata Share Initial Revolving Credit Commitment; provided, further, that after giving effect to any Borrowing of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Initial Revolving Loans or issue or arrange to have issued Letters of Credit denominated in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing BaseEuros, the Lenders may refuse to make or otherwise restrict the making Outstanding Amount of all Initial Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Euros does not exceed €15,000,000. Within the foregoing limits and subject to the terms terms, conditions and conditions limitations set forth herein, (i) Revolving Loans denominated in Dollars may consist of ABR Loans, Eurocurrency Rate Loans, or a combination thereof, and may be borrowed, paid, repaid and reborrowed and (ii) Revolving Loans in denominated Euros shall consist of Eurocurrency Rate Loans, and may be borrowed, paid, repaid and reborrowed. Amounts paid or prepaid in respect of the Borrowers Term Loans may borrow, prepay and reborrow Revolving Loansnot be reborrowed.

Commitments. Subject In connection with the foregoing, (a) each of Bank of America and Xxxxx Fargo Bank is pleased to advise you of its several, and not joint, commitment to provide the terms and conditions applicable percentage set forth hereinin Schedule I hereto of the full principal amount of the Bridge Facility (in such capacity, each Lender agrees an “Initial Bridge Lender” and together, the “Initial Bridge Lenders”) and Bank of America is pleased to make Revolving Loans advise you of its willingness and you hereby appoint Bank of America, to act as the Borrowers from time to time during sole and exclusive administrative agent (in such capacity, the Availability Period in an aggregate principal amount that will not result in (i“Administrative Agent”) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (orBridge Facility, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretionyou hereby appoint Xxxxx Fargo Bank, to make Agent Advances pursuant to act as syndication agent for the terms of Section 2.04(d). Within the foregoing limits Bridge Facility, all upon and subject to the terms and conditions set forth hereinin this letter and in Exhibits A and B hereto (collectively, the Borrowers may borrow“Term Sheet” and, prepay together with this letter agreement, the “Commitment Letter”) and reborrow Revolving Loans(b) each of MLPFS and Xxxxx Fargo Securities is pleased to advise you of its willingness, and you hereby engage MLPFS and Xxxxx Fargo Securities, to act as an exclusive joint lead arranger and an exclusive joint bookrunner (in such capacity, each a “Lead Arranger” and together, the “Lead Arrangers”) for the Bridge Facility, and in connection therewith to form a syndicate of lenders for the Bridge Facility (collectively, the “Lenders”) in consultation with you, including Bank of America and Xxxxx Fargo Bank. Bank of America and MLPFS will have “lead left” placement on all marketing materials relating to the Bridge Facility and will perform the duties and exercise the authority customarily performed and exercised by them in such role, including acting as joint manager of the physical books. You further agree that no other titles will be awarded and no compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid in order to obtain commitments in connection with the Bridge Facility unless you and we shall so agree. The commitments of the Initial Bridge Lenders in respect of the Bridge Facility and the undertaking of the Lead Arrangers to provide the services described herein are subject to the satisfaction of each of the conditions precedent set forth herein and in the Term Sheet (it being understood that the commitments of the Initial Bridge Lenders hereunder in respect of the Bridge Facility are subject only to the conditions set forth in Section 5 of the Commitment Letter and in Exhibit B attached to this Commitment Letter). All capitalized terms used and not otherwise defined herein shall have the same meanings as specified therefor in the Term Sheet.

Commitments. Subject We hereby advise you of our commitment to the terms and conditions set forth hereinprovide to you, each Lender agrees one business day prior to make Revolving Loans such Interest Payment Date or Special Redemption Date, respectively, in immediately available euros, an amount equal to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advancesany Interest Payment Date occurring in the period between the date hereof and the earlier of (a) exceeding such Lender’s Revolving Facility Commitment the date on which Escrow Conditions are satisfied and (orb) the date of a Special Redemption, if less, prior the accrued and unpaid interest owing to delivery to the Administrative Agent holders of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances EUR Notes pursuant to the terms of the Indenture and the EUR Notes and payable on such Interest Payment Date, and (ii) with respect to any Special Redemption Date, the additional amount, that when taken together with the amount of funds held in the Escrow Account, will be sufficient to pay the Special Redemption Price (including accrued and unpaid interest owing to holders of the EUR Notes pursuant to the terms of the Indenture and the EUR Notes) payable on the Special Redemption Date. July 6, 2018 Energizer Gamma Acquisition B.V. We will provide such amount subject to receipt of a written request sent by you to us at our address set forth in Section 2.04(d)6 below at least one business day prior to the date when such amount is to be deposited. Within Such written request shall specify the foregoing limits and account where such amount shall be deposited. Our commitment hereunder is subject to the condition that neither the Indenture nor the terms of the EUR Notes are amended in any manner that would increase our payment obligations hereunder without our prior written consent. The parties hereto hereby acknowledge and conditions set forth hereinagree that this Commitment Letter is not, and is not intended to be, a contract to make a loan, or extend other debt financing or financial accommodations, to or for the Borrowers may borrowbenefit of the EUR Issuer, prepay or to issue a security of the EUR Issuer, under Section 365(c)(2) of Title 11 of the United States Code (the “Bankruptcy Code”), and reborrow Revolving LoansEnergizer agrees not to raise, and hereby waives, any argument or defense that this Commitment Letter cannot be assumed and/or is not enforceable by the EUR Issuer in a proceeding under the Bankruptcy Code under Section 365(c) thereof. Nothing herein shall constitute, or be construed as, an agreement by the EUR Issuer to assume this Commitment Letter in a proceeding under the Bankruptcy Code pursuant to Section 365 thereof.

Commitments. Prior to the Restatement Effective Date, certain “Revolving Loans” were made to the Borrowers under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Revolving Loans”). Subject to the terms and conditions set forth in this Agreement, each Borrower and each of the Lenders agree that on the Restatement Effective Date, but subject to the reallocation and other transactions described in Section 1.05, the Existing Revolving Loans shall be re- evidenced as Revolving Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each Revolving Lender (severally and not jointly) agrees to make Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Revolving Commitment or (ii) subject to Sections 2.04 and 2.11(b), the sum of the Borrowing Base. The LendersDollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments, howeverand (b) each Term Lender with a Term Loan Commitment (severally and not jointly) agrees to make a Term Loan to the Company in Dollars on the Restatement Effective Date, in their unanimous discretion, may elect an amount equal to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the Lender’s Term Loan Commitment by making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject immediately available funds available to the Administrative Agent’s authoritydesignated account, in its sole discretion, to make Agent Advances pursuant to not later than the terms of Section 2.04(d)time specified by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender agrees to make Revolving Loans to the Borrowers Bank severally agrees, at any time and from time to time during on and after the Availability Initial Borrowing Date and prior to the Final Maturity Date, to make a revolving loan or loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Company, which Revolving Loans: (i) shall be denominated in U.S. Dollars, (ii) except as hereinafter provided, shall, at the option of the Company, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans (PROVIDED, HOWEVER, that all Loans from the Initial Borrowing Date until the 30th day after the Initial Borrowing Date shall be Base Rate Loans); and FURTHER PROVIDED that (x) all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type and (y) unless the Agent has determined that the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), no more than two Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be incurred after the 30th day after the Initial Borrowing Date and prior to the 90th day after the Initial Borrowing Date (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on a single date on or after such 30th day and the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing), (iii) may be repaid and reborrowed in an accordance with the provisions hereof and (iv) shall not exceed for any Bank at any time outstanding that aggregate principal amount that will not result in (i) which, when combined with such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent Bank's Percentage of the Post-Closing Reports, such Lender’s Pro Rata Share Swingline Loans then outstanding and the Letter of $340 million), or Credit Outstandings (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery exclusive of the Post-Closing Reports Unpaid Drawings relating to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of the Availability on one or more occasionsRevolving Loans) at such time, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If equals the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making Loan Commitment of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving LoansBank at such time.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees agrees, severally and not jointly, to make Revolving Credit Loans to the Borrowers Borrower in Dollars, at any time and from time to time during on and after the Availability Period Original Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the outstanding Dollar Equivalent Amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18, subject, however, to the conditions that will not result in (1) at no time shall (i) such Lender’s the sum of (A) the outstanding aggregate principal amount of all Revolving Facility Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (except for C) the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to outstanding aggregate principal Dollar Equivalent Amount of all Competitive Loans made by the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or Lenders exceed (ii) the Total Commitment and (2) at all times the outstanding aggregate principal amount of all Revolving Facility Credit Exposure exceeding Loans made by each Lender shall equal the total Revolving Facility Commitments or, until delivery product of (i) the percentage that its Commitment represents of the Post-Closing Reports to Total Commitment times (ii) the Administrative Agentoutstanding aggregate principal amount of all Revolving Credit Loans. During the Commitment Period, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share the Borrower may use the Commitments of the Borrowing Base. The LendersLenders by borrowing, howeverprepaying the Loans in whole or in part, and reborrowing, all in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to accordance with the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loanshereof.

Commitments. Subject Lender Commitment ------ ------------ The Chase Manhattan Bank $ 87,500,000 Credit Lyonnais, New York Branch $ 87,500,000 CIBC Inc. $ 75,000,000 ------------ TOTAL $250,000,000 ============ EXHIBIT B [FORM OF] ASSIGNMENT AND ACCEPTANCE Reference is made to the terms Credit Agreement dated as of ___________, 1997 (as amended and conditions in effect on the date hereof, the "Credit Agreement"), among Xxxxxxxxx Xxxxxx Properties Operating Partnership, L.P., the Lenders named therein and The Chase Manhattan Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named on the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth hereinon the reverse hereof, each Lender agrees to make Revolving the interests set forth on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the interests set forth on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Loans owing to the Borrowers from time Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit and LC Disbursements held by the Assignor on the Assignment Date, but excluding accrued interest and fees to time during and excluding the Availability Period in an aggregate principal amount that will not result in Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) such Lender’s Revolving Facility the Assignee shall be a party to and be bound by the provisions of the Credit Exposure Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (except for ii) the Administrative Agent with respect Assignor shall, to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (orthe extent of the Assigned Interest, if less, prior to delivery relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.17(e) of the Post-Closing ReportsCredit Agreement, such Lender’s Pro Rata Share of $340 million)duly completed and executed by the Assignee, or and (ii) if the Revolving Facility Assignee is not already a Lender under the Credit Exposure exceeding Agreement, an Administrative Questionnaire in the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to form supplied by the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of duly completed by the Borrowing BaseAssignee. The Lenders, however, in their unanimous discretion, may elect [Assignee/Assignor] shall pay the fee payable to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor pursuant to Section 9.04(b) of the Lenders Credit Agreement. This Assignment and Acceptance shall be deemed thereby to have changed governed by and construed in accordance with the limits laws of the Borrowing Base or State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date"): =========================================================================================== Percentage Assigned of Facility/Commitment (set forth, to be obligated to exceed such limits on any other occasion. If at least 8 decimals, as a percentage of the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance Principal aggregate Commitments of Letters all Facility Amount Assigned Lenders thereunder) -------- --------------- ---------- ------------------------------------------------------------------------------------------- Commitment Assigned: $ % ------------------------------------------------------------------------------------------- Loans: =========================================================================================== The terms set forth above and on the reverse side hereof are hereby agreed to: [Name of Credit Assignor] , as the Lenders determine until such excess has been eliminatedAssignor --------------------- By:______________________________ Name: Title: [Name of Assignee] , subject as Assignee --------------------- By:______________________________ Name: Title: The undersigned hereby consent to the within assignment: The Chase Manhattan Bank, as Administrative Agent’s authority, in its sole discretionBy: /s/ Xxxx X. Nichims ------------------------------- Name: Title: Vice President The Chase Manhattan Bank, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth hereinas Issuing Bank, the Borrowers may borrowBy: /s/ Xxxx X. Nichims ------------------------------ Name: Title: Vice President XXXXXXXXX XXXXXX PROPERTIES OPERATING PARTNERSHIP, prepay and reborrow Revolving LoansL.P., a California limited partnership By: XXXXXXXXX XXXXXX PROPERTIES, INC., a Maryland corporation, general partner

Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers Bank severally agrees, at any time and from time to time during on and after the Availability Period Restatement Effective Date and prior to the Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, PROVIDED that except as otherwise specifically provided in an Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount that will not result in which, when added to the product of (ix) such Lender’s Revolving Facility Credit Exposure Bank's Adjusted RC Percentage and (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (iiy) the Revolving Facility Credit Exposure exceeding sum of (I) the total Revolving Facility Commitments or, until delivery aggregate amount of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters all Letter of Credit in excess Outstandings (exclusive of Unpaid Drawings which are repaid with the Availability on one or more occasionsproceeds of, but if they do soand simultaneously with the incurrence of, neither the Administrative Agent nor respective incurrence of Revolving Loans) at such time and (II) the Lenders shall be deemed thereby to have changed aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the limits proceeds of, and simultaneously with the incurrence of, the respective incurrence of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If Revolving Loans) then outstanding, equals the Revolving Facility Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the amount of all Letter of Credit Exposure exceeds Outstandings (exclusive of Unpaid Drawings which are repaid with the Borrowing Baseproceeds of, and simultaneously with the incurrence of, the Lenders may refuse to make or otherwise restrict the making respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth hereinincurrence of, the Borrowers may borrow, prepay and reborrow respective incurrence of Revolving Loans) then outstanding, equals the Adjusted Total Revolving Loan Commitment at such time.

Commitments. Prior to the Effective Date, certain revolving loans were made to the Borrower under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Effective Date but subject to the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each Revolving Lender agrees to make Revolving Loans to the Borrowers Borrower in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Revolving Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess Dollar Amount of the Availability on one total Revolving Credit Exposures exceeding the aggregate Revolving Commitments or more occasions(iii) subject to Sections 2.04 and 2.11(b), but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits Dollar Amount of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, exceeding the issuance of Letters of Credit as Foreign Currency Sublimit, and (b) each Term Lender with a Term Loan Commitment agrees to make a Term Loan to the Lenders determine until Borrower in Dollars on the Effective Date, in an amount equal to such excess has been eliminated, subject Lender’s Term Loan Commitment by making immediately available funds available to the Administrative Agent’s authoritydesignated account, in its sole discretion, to make Agent Advances pursuant to not later than the terms of Section 2.04(d)time specified by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Commitments. (a) Subject to the terms and conditions herein set forth hereinforth, each Lender agrees agrees, severally and not jointly, (ai) to make a Tranche A Term Loan to the Parent Borrower on the Closing Date in a principal amount not to exceed its Tranche A Term Loan Commitment, (bii) to make a Tranche B-1 Term Loan to the Parent Borrower on the Closing Date in a principal amount not to exceed its Tranche B-1 Term Loan Commitment and (ciii) to make Revolving Loans to the Borrowers Borrowers, at any time and from time to time during the Availability Period applicable Revolving Credit Commitment Period, in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Revolving Credit Commitment as then in effect; provided that (x) no Revolving Credit Lender shall make any Revolving Loans in any Alternative Currency if, after giving effect to the making of such Revolving Loan, the sum of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Dollar Equivalent of the then outstanding Revolving Loans or issue or arrange in Alternative Currencies and the then outstanding L/C Exposure in Alternative Currencies would exceed $150,000,000 (the “Alternative Currency Sublimit”) and (y) the aggregate amount of Revolving Loans (the “Foreign Subsidiary Borrower Sublimit”) made to have issued Foreign Subsidiary Borrowers shall at no time exceed $50,000,000 (it being understood that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Loans in any Alternative Currency and the then outstanding L/C Exposure with respect to any Letters of Credit issued in excess of an Alternative Currency on the Availability date on one or more occasions, but if they do so, neither which the Parent Borrower has given the Administrative Agent nor the Lenders shall be deemed thereby a Borrowing Request with respect to have changed the limits any Revolving Loan for purposes of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(ddetermining compliance with this clause (ciii)). Within the foregoing limits set forth in clause (ciii) of the preceding sentence and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Tranche A Term Loans and Tranche B-1 Term Loans may not be reborrowed.

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Lender (acting through any of its branches or affiliates) severally, but not jointly, agrees to make loans (other than Swingline Loans, which shall be governed by Section 2.09) (“Revolving Loans Loans”) in U.S. dollars to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Revolving Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Revolving Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Total Revolving Facility Credit Exposure Exposures exceeding the total Total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay repay and reborrow the Revolving Loans.. (b) Subject to the terms and conditions set forth herein and in the applicable Term Loan Amendment, each Term Lender with a Term Commitment as set forth in such Term Loan Amendment severally agrees to make a Term Loan to the Borrower in an aggregate principal amount that will not result in (i) the amount of the Term Loan made by such Term Lender hereunder exceeding such Term Lender’s Term Commitment or (ii) the aggregate amount of the Term Loans made by all such Term Lenders hereunder exceeding the Total Term Commitments of such Term Lenders. Subject to the foregoing limitations and the other provisions of this Agreement, once borrowed, the Borrower may not reborrow any portion of the Term Loans that has been repaid or prepaid, whether in whole or in part. Upon any funding of any Term Loan under the applicable Term Loan Facility by any Term Lender, such Term Lender’s Term Commitment under such Term Loan Facility shall terminate immediately and without further action. Notwithstanding anything to the contrary herein, the Term Commitments that are funded on any Term Loan Facility Closing Date shall be terminated upon such funding and, if the Total Term Commitments as of such Term Loan Facility Closing Date are not drawn on such Term Loan Facility Closing Date, any Term Commitments in respect of the undrawn amount under such Term Loan Facility shall automatically be terminated. Section 2.02

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term A Lender severally, and not jointly, agrees to make initial term A loans to the Borrowers (the proceeds of which may be allocated between the Borrowers) on the Closing Date in Dollars in a principal amount not to exceed its Initial Term A Loan Commitment, (ii) each Initial Term B Lender severally, and not jointly, agrees to make initial term B loans to the Borrowers (the proceeds of which may be allocated between the Borrowers) on the Closing Date in Dollars in a principal amount not to exceed its Initial Term B Loan Commitment and (iii) each Initial Revolving Lender severally, and not jointly, agrees to make Initial Revolving Loans to the Borrowers (or any Borrower) in Dollars or any applicable Alternate Currency at any time and from time to time during on and after the Availability Period Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender in an aggregate principal amount that will not result in (i) accordance with the terms hereof; provided that, after giving effect to any Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Lender’s Initial Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding shall not exceed such Initial Revolving Lender’s Initial Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitment. Within the foregoing limits and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow re-borrow Revolving Loans. Amounts paid or prepaid in respect of the Initial Term Loans may not be re-borrowed.

Commitments. Subject to the terms and conditions set forth herein, (a) each Revolving Lender severally agrees to make Revolving Loans to the Borrowers in Dollars or in one or more Alternative Currencies from time to time time, on any Business Day during the Availability Period Period, in an aggregate principal amount that will not result in (i) to exceed at any time outstanding the amount of such Lender’s Revolving Facility Credit Exposure Commitment; provided, however, that after giving effect to any Revolving Borrowing, (except for i) the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Total Revolving Facility Commitment (orOutstandings shall not exceed the Aggregate Revolving Commitments, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery aggregate Outstanding Amount of the Post-Closing Reports to the Administrative AgentRevolving Loans of any Revolving Lender, $340 million, or (iii) plus such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The LendersOutstanding Amount of all L/C Obligations, howeverplus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, (iii) the aggregate Outstanding Amount of all Revolving Loans denominated in their unanimous discretionAlternative Currencies shall not exceed the Alternative Currency Sublimit and (iv) the aggregate Outstanding Amount of all Revolving Loans made to the Designated Borrowers shall not exceed the Designated Borrower Sublimit, may elect and (b) each Term Loan Lender severally agrees to make Revolving Term Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Company in Dollars on the Closing Date in an aggregate amount equal to such Lender’s Term Loan Commitment, by making immediately available funds available to Agent’s authoritydesignated account, in its sole discretion, to make Agent Advances pursuant to not later than the terms of Section 2.04(d)time specified by Agent. Within the foregoing limits and subject to the other terms and conditions set forth hereinhereof, the Borrowers Company may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Loans may be Base Rate Loans, Term SOFR Loans, Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans, as further provided herein. Term Loans may only be denominated in Dollars.

Commitments. Subject Lender Allocation $ China Construction Bank Corporation, New York Branch 200,000,000 Total 200,000,000 SCHEDULE 5.02(a) EXISTING LIENS None. EXHIBIT A FORM OF NOTE U.S. $ Dated:_____________, 20__ FOR VALUE RECEIVED, the undersigned, INTERNATIONAL FLAVORS & FRAGRANCES INC., a New York corporation (the “Borrower”), HEREBY PROMISES TO PAY (the “Lender”) for the account of its Applicable Lending Office on the Maturity Date (each as defined in the Credit Agreement referred to below) the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to principal sum of U.S.$[amount of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (in figures] or, if less, the aggregate principal amount of the Advances made by the Lender to the Company pursuant to the Term Loan Credit Agreement, dated as of May 15, 2020, among the Borrower, China Construction Bank Corporation, New York Branch and the other Lenders party thereto from time to time and China Construction Bank Corporation, New York Branch, as Agent for the Lenders (as amended, restated, amended and restated, supplemented or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) outstanding on the Maturity Date. The Borrower promises to pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest in respect of each Advance are payable in lawful money of the United States of America to the Agent at the Agent’s Account, in same day funds. Each Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to delivery any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Notes referred to in, and is entitled to the Administrative Agent benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Advances by the Lender to the Borrower on the Closing Date in an aggregate amount not to exceed the amount first above mentioned, the indebtedness of the Post-Closing Reports, Company resulting from such Lender’s Pro Rata Share of $340 million), or Advance being evidenced by this Promissory Note and (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery contains provisions for acceleration of the Post-Closing Reports maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to maturity hereof upon the terms and conditions set forth hereintherein specified. This Promissory Note shall be governed by, and construed in accordance with, the Borrowers may borrow, prepay and reborrow Revolving Loans.law of the State of New York. [Signature Page Follows]

Commitments. Prior to the Effective Date, certain loans were made to the Borrower under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Effective Date, but subject to the reallocation and other transactions described in Section 1.06, the Existing Loans under the Existing Credit Agreement shall be reevidenced as Loans of the applicable Class under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each Revolving Lender (severally and not jointly) agrees to make Revolving Loans to the Borrowers Borrower in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Revolving Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess Dollar Amount of the Availability on one total Revolving Credit Exposures exceeding the aggregate Revolving Commitments or more occasions(iii) subject to Sections 2.04 and 2.11(b), but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits Dollar Amount of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, exceeding the issuance of Letters of Credit as Foreign Currency Sublimit, and (b) each Term Lender with a Term Loan Commitment agreed to make a Term Loan to the Lenders determine until Borrower in Dollars on the Original Effective Date, in an amount equal to such excess has been eliminated, subject Lender’s Term Loan Commitment by making immediately available funds available to the Administrative Agent’s authoritydesignated account, in its sole discretion, to make Agent Advances pursuant to not later than the terms of Section 2.04(d)time specified by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. The aggregate outstanding principal amount of the Term Loans as of the Effective Date is $168,750,000. Each Term Lender’s respective portion of the outstanding Term Loans on the Effective Date is set forth on Schedule 2.01.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans (as defined in the Exiting Credit Agreement) party to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Existing Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, Agreement immediately prior to delivery giving effect to this Amendment Agreement (each, an “Existing Lender”) that executes and delivers a signature page in the form of Annex A hereto (a “Lender Signature Page”) to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or hereby severally agrees (iii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within this Amendment Agreement and the foregoing limits terms of the Amended and subject Restated Credit Agreement, the Amended and Restated Security Agreement, the Amended and Restated Pledge Agreement and the other Loan Documents and (ii)(A) to extend all or a portion of its Existing Commitment (such extended Existing Commitments, the “Rolling Commitments”; any such amount of Existing Commitments not extended as Rolling Commitments, the “Non-Allocated Existing Commitments”; and all such extending Existing Lenders, the “Extending Lenders”) by providing an A&R Commitment to the terms and conditions Borrowers in the amount set forth hereinopposite such Extending Lender’s name on Schedule 2.01 to the Amended and Restated Credit Agreement or (B) increase its Existing Commitment by providing (x) a Rolling Commitment in an amount equal to its Existing Commitment plus (y) a new A&R Revolving Commitment (such new A&R Revolving Commitment, the Borrowers may borrow“Increased Revolving Commitment” and, prepay together with the Rolling Commitment in clause (x), the “Increased Commitments”; and reborrow Revolving Loansall such increasing Existing Lenders under this clause (B), the “Increasing Lenders” and, together with the Extending Lenders, the “Consenting Lenders”; and the Existing Lenders that are not Consenting Lenders, collectively, the “Non-Consenting Lenders”), in the aggregate amount under this clause (B) set forth opposite such Increasing Lender’s name on Schedule 2.01 to the Amended and Restated Credit Agreement.

Commitments. Subject to On the terms and conditions set forth hereinAmendment Effective Date, each Lender agrees to make the total Revolving Loans to Credit Commitments shall be automatically reduced (applied pro rata among the Borrowers from time to time during Banks), without the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for requirement of any action on the part of the Borrower, the Administrative Agent with respect or any Bank, to Agent Advances) exceeding an amount equal to the sum of the Revolving Credit Loans and Revolving Credit Letter of Credit Obligations outstanding on such Lender’s date. If any Letter of Credit outstanding on the Amendment Effective Date expires or is otherwise terminated, or the amount available to be drawn thereunder is reduced, then effective on the date of such expiration, termination or reduction the total Revolving Facility Commitment Credit Commitments shall be automatically further reduced (orapplied pro rata among the Banks), if lesswithout the requirement of any action on the part of the Borrower, prior to delivery to the Administrative Agent or any Bank, by an amount equal to the amount of the Post-Closing ReportsLetter of Credit so expiring or terminated or the amount of such reduction, as the case may be, provided that (a) the foregoing provisions shall not preclude the Borrower from requesting and obtaining the renewal or extension of any Letter of Credit outstanding on the Amendment Effective Date (subject to the other applicable requirements of the Credit Agreement) for the same purpose as originally issued and in the same (or a lesser) amount as is outstanding on the Amendment Effective Date and (b) in the case of any Letter of Credit that expires or is otherwise terminated, the foregoing provisions shall not preclude the Borrower from requesting and obtaining (subject to the other applicable requirements of the Credit Agreement) the issuance of a new Letter of Credit to replace, for the same purpose (which it is acknowledged may involve a new beneficiary) and in the same (or a lesser) amount as, such Lender’s Pro Rata Share expiring or terminated Letter of $340 million)Credit, and if such replacement Letter of Credit is issued concurrently with such expiration or (ii) the Revolving Facility Credit Exposure exceeding termination, the total Revolving Facility Credit Commitments orshall not be reduced on account of such expiration or termination other than by an amount, until delivery if any, equal to the difference between the amount of the Post-Closing Reports to the Administrative Agent, $340 million, expiring or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters terminated Letter of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance replacement Letter of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving LoansCredit.

Commitments. Prior to the Effective Date, certain loans were made to the Borrower under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Effective Date but subject to the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Loans under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, each Lender (severally and not jointly) agrees to make Revolving Loans to the Borrowers Borrower in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result (after giving effect to any application of proceeds of such Borrowing to any Swingline Loans outstanding pursuant to Section 2.10(a)) in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Commitment, (ii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the Borrowing Base. The LendersTotal Revolving Credit Exposures exceeding the Aggregate Commitment or (iii) subject to Sections 2.04 and 2.11(b), however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess the Dollar Amount of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of total outstanding Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authorityLC Exposure, in its sole discretioneach case denominated in Foreign Currencies, to make Agent Advances pursuant to exceeding the terms of Section 2.04(d)Foreign Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Loans.

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees (a) to make a Tranche A Term Loan to the Initial Borrower on the Effective Date in a principal amount not exceeding its Tranche A Commitment, (b) to make a Tranche B Term Loan to the Initial Borrower on the Effective Date in a principal amount not exceeding its Tranche B Commitment, (c) to make Revolving Loans to the Borrowers Initial Borrower on the Effective Date in a principal amount not to exceed such Lender's Applicable Percentage of $15,000,000 and (d) to make Revolving Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in (i) such Lender’s 's Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make 's Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid in respect of Term Loans may not be reborrowed. On the Effective Date, immediately after the making of the Term Loans and the Revolving Loans referred to in clauses (a), (b) and (c) above by the Lenders to the Initial Borrower, and the consummation of the Mid-Am Contribution, the Borrower shall assume the obligations of the Initial Borrower under this Agreement and thereafter the Initial Borrower shall have no further rights or obligations under the Loan Documents with respect to Borrowings received by it on the Effective Date, provided that, after the Effective Date, the Initial Borrower shall remain liable (a) with respect to the representations and warranties made by it hereunder on the Effective Date and (b) with respect to the affirmative covenants made by it pursuant to Sections 5.11 and 5.13.

Commitments. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrowers herein set forth hereinforth, each Lender hereby severally agrees to make Revolving Loans lend to the Borrowers from time to time during the Availability Period in period from the Closing Date to but excluding the Commitment Termination Date, on a joint and several basis, an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s its Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess aggregate amount of the Availability Revolving Loan Commitments to be used for the purposes identified in subsection 2.5A. The original amount of each Lender's Revolving Loan Commitment is set forth opposite its name on one or more occasions, but if they do so, neither Schedule 2.1 annexed hereto and the Administrative Agent nor aggregate original amount of the Revolving Loan Commitments is $140,000,000; provided that the Revolving Loan Commitments of Lenders shall be deemed thereby adjusted to have changed the limits give effect to any assignments of the Borrowing Base or Revolving Loan Commitments pursuant to be obligated to exceed such limits on any other occasion. If subsection 10.1B; and provided, further that the amount of the Revolving Facility Credit Exposure exceeds Loan Commitments shall be reduced from time to time by the Borrowing Baseamount of any reductions thereto made pursuant to subsections 2.4A(ii), 2.4B(ii) and 2.4B(iii). Each Lender's Revolving Loan Commitment shall expire on the Lenders may refuse Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as Revolving Loan Commitments shall be paid in full no later than that date; provided that each Lender's Revolving Loan Commitment shall expire immediately and without further action on April 30, 1998 if the Lenders determine until such excess has been eliminated, initial Revolving Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A may be repaid and reborrowed to but excluding the Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding the Revolving Loans and the Revolving Loan Commitments shall be subject to the Administrative Agent’s authority, limitation that in its sole discretion, to make Agent Advances pursuant to no event shall the terms Total Utilization of Section 2.04(d). Within Revolving Loan Commitments at any time exceed the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving LoansLoan Commitments then in effect.

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Lender severally, and not jointly, agrees to make Revolving Loans term loans (the “Initial Term Loans”) to the Borrowers Borrower on the Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment and (ii) each Initial Revolving Lender severally, and not jointly, agrees to make revolving loans (the “Initial Revolving Loans”) to the Borrower in Dollars or any Alternate Currency as may be requested by the Borrower, at any time and from time to time during on and after the Availability Period Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender in an aggregate principal amount that will not result in (i) accordance with the terms hereof; provided that, after giving effect to any Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Lender’s Initial Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding shall not exceed such Initial Revolving Lender’s Initial Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitment. Within the foregoing limits and subject to the terms terms, conditions and conditions limitations set forth herein, (x) Revolving Loans denominated in Dollars may consist of ABR Loans, LIBO Rate Loans, or a combination thereof, and may be borrowed, paid, repaid and reborrowed and (y) Revolving Loans denominated in any Alternate Currency shall consist of LIBO Rate Loans, and may be borrowed, paid, repaid and reborrowed. Amounts paid or prepaid in respect of the Borrowers Initial Term Loans may borrow, prepay and reborrow Revolving Loansnot be reborrowed.

Commitments. Subject to the terms and conditions set forth hereinhereof, (a) each Lender severally agrees to make Revolving a term loan to BA on the Closing Date in an amount not to exceed the amount of the Commitment of such Lender as of the Closing Date and (b) each Upsized Lender severally agrees to make a term loan to BA on the First Amendment Effective Date in an amount not to exceed the amount of the Commitment of such Upsized Lender as of the First Amendment Effective Date. The Loans to the Borrowers may from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (orbe LIBOR Loans or Base Rate Loans, if less, prior to delivery as determined by BA and notified to the Administrative Agent in accordance with Sections 2.2 and 4.3. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $1,000,000 or integral multiples of $100,000 in excess thereof and (y) in the case of LIBOR Loans, $1,000,000 or integral multiples of $100,000 in excess thereof. The Commitments of each Lender in effect on the Closing Date shall automatically terminate at 5:00 P.M., New York City time, on the Closing Date. The Commitments of each Upsized Lender in effect on the First Amendment Effective Date shall automatically terminate at 5:00 P.M., New York City time, on the First Amendment Effective Date. Each of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither parties hereto hereby agrees that the Administrative Agent nor may, in consultation with the Lenders shall Borrowers, take any and all action as may be deemed thereby reasonably necessary to have changed ensure that, upon the limits effectiveness of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving the Loans on the First Amendment Effective Date, all such Loans are included in each borrowing of outstanding Loans (including the Loans made on the Closing Date) on a pro rata basis. It is understood and agreed that all term loans funded by the Upsized Lenders on the First Amendment Effective Date shall, from and after such funding, be Loans for all purposes of this Agreement, and that the Loans made on the Closing Date and the issuance Loans made on the First Amendment Effective Date shall constitute a single Tranche of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving LoansLoans hereunder.”

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, (i) each Lender having an Initial Term Loan Commitment severally agrees to make Revolving a loan or loans denominated in Dollars (each, an “on the Closing Date made an Initial Term Loan”) in Dollars to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lenderin an amount equal to the Initial Term Loan Commitment of such Lender, and in the aggregate shall not exceed the Total Initial(ii) each Additional Term Loan Lender having an Additional Term Loan Commitment severally agrees to make an Additional Term Loan denominated in Dollars to the Borrower on the First Amendment Effective Date, which Additional Term Loan shall not exceed for any such Additional Term Loan Lender the Additional Term Loan Commitment of such Additional Term Loan Lender. For the avoidance of doubt, the terms of the Additional Term Loans to be made hereunder shall, except as otherwise described herein and except to the Borrowers from time to time during extent of any upfront or similar fees, as applicable, be the Availability Period in an aggregate principal amount that will not result in same as the terms of the Initial Term Loans, and the Additional Term Loans made on the First Amendment Effective Date and the Initial Term Loans made on the Closing Date shall collectively be the Initial Term Loans hereunder. Such Term Loans (i) such Lender’s Revolving Facility Credit Exposure (except for may at the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (oroption of the Borrower be incurred and maintained as, if lessand/or converted into, prior to delivery ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the Administrative Agent same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or same Type and (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments orprovisions hereof, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, but once repaid or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretionprepaid, may elect to make Revolving not be reborrowed. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, repaid in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loansfull in Dollars.

Commitments. Subject On the A&R Credit Agreement Eighth Amendment Effective Date (as defined below), (i) each Revolving Credit Lender party to the terms Credit Agreement immediately prior to the A&R Credit Agreement Eighth Amendment Effective Date that is a party to this Amendment (the “Continuing Lenders”) will automatically and conditions set forth hereinwithout further act be deemed to have assigned to each Revolving Credit Lender party hereto that was not a party to the Credit Agreement immediately prior to the A&R Credit Agreement Eighth Amendment Effective Date (the “New Revolving Credit Lenders”) (and, solely to the extent necessary to achieve the pro rata treatment referred to below, to each other Continuing Lender), and each New Revolving Credit Lender will automatically and without further act be deemed to have assumed a portion of (and, to the extent necessary to achieve the pro rata treatment referred to below, each such Continuing Lender agrees shall be deemed to make have assumed a portion of), such Continuing Lender’s participations in any outstanding Letters of Credit such that, after giving effect to each deemed assignment and assumption of such participations, all of the Revolving Credit Lenders’ participations in any Letters of Credit shall be held on a pro rata basis on the basis of their respective Revolving Credit Commitments (as reflected on revised Schedule 2.01 attached hereto as Exhibit B-2, which gives effect to the revised aggregate amount of Revolving Credit Commitments and allocation thereof to the Revolving Credit Lenders pursuant to this Amendment) and (ii) if any Revolving Credit Loans are outstanding on such date, the Continuing Lenders shall assign Revolving Credit Loans to the Borrowers from time to time during New Revolving Credit Lenders, and the Availability Period New Revolving Credit Lenders shall purchase such Loans, in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery each case to the Administrative Agent extent necessary so that all of the Post-Closing Reports, such Lender’s Pro Rata Share Revolving Credit Lenders participate in each outstanding Revolving Credit Loan pro rata on the basis of $340 million), or their respective Commitments (ii) after giving effect to any increase in the Revolving Facility Credit Exposure exceeding Commitments pursuant to this Amendment); it being understood and agreed that the total Revolving Facility Commitments orminimum borrowing, until delivery of pro rata borrowing and pro rata payment requirements contained elsewhere in the Post-Closing Reports Amended Credit Agreement shall not apply to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances transactions effected pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loansthis Section.

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) Schedule 4.1(G) accurately lists, as of the date hereof, all Business Commitments (as hereinafter defined), in each case, which cannot be terminated without penalty by the Seller or the Acquired Company party thereto on 90 days' or less prior notice or which requires (or could be reasonably anticipated to require, if dependent on future events) aggregate payments or expenditures, by or to any party thereto in any twelve (12) month period, in excess of: (a) in the case of any Business Commitments relating to more than one restaurant, $100,000 per Commitment; and (b) in the case of Business Commitments relating to a single restaurant, $10,000 per Commitment (collectively, the "Threshold Commitments"); in each case whether written or oral, and including all amendments thereto, and in each case (other than in the case of Leases and Franchise Agreements copies of which have been previously delivered or made available to the Purchaser) specifying the parties to such Lender’s Revolving Facility Credit Exposure (except for Commitments. The Seller has made available to the Administrative Agent Purchaser true and correct copies of all Threshold Commitments which are in written form and any amendments thereto. Each Commitment which relates to the Business or the Assets or is otherwise in effect with respect to Agent Advancesany Acquired Company (collectively, the "Business Commitments"), including each Lease, and each franchise agreement to which any Acquired Company is party and which shall be listed on Schedule 4.1(G) exceeding such Lender’s Revolving Facility Commitment under the sub-heading "Franchise Agreements" (orcollectively, if lessthe "Franchise Agreements"), prior to delivery is in full force and effect and represents the valid and binding obligation, in accordance with its terms, of the Seller and any Acquired Company that is a party thereto, and to the Administrative Agent knowledge of the Post-Closing ReportsSeller, such Lender’s Pro Rata Share of $340 million)the other party or parties thereto, or (ii) except where the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or failure to be obligated in such full force and effect and to exceed such limits be the valid and binding obligation could not reasonably be anticipated to result in a Material Adverse Effect on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving LoansBusiness.

Commitments. Prior to the Effective Date, certain loans may have been made to the Borrower under the Existing Credit Agreement, and which may remain outstanding as of the date of this Agreement (such outstanding loans, if any, being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Effective Date, any Existing Loans under the Existing Credit Agreement shall be reevidenced as Revolving Loans under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each Revolving Lender (severally and not jointly) agrees to make Revolving Loans to the Borrowers Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the amount of such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Revolving Commitment or (ii) the sum of the Borrowing Base. The Lenders, howevertotal Revolving Credit Exposures exceeding the aggregate Revolving Commitments and (b) each Term Lender with a Term Loan Commitment (severally and not jointly) agrees to make a Term Loan to the Borrower in Dollars on the Effective Date, in their unanimous discretion, may elect an amount equal to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the Lender’s Term Loan Commitment by making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject immediately available funds available to the Administrative Agent’s authoritydesignated account, in its sole discretion, to make Agent Advances pursuant to not later than the terms of Section 2.04(d)time specified by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving LoansLoans in accordance with the terms hereof. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Commitments. Subject to and upon the terms and conditions herein set forth hereinforth, each Lender severally agrees to make Revolving Loans a loan or loans (each a "LOAN" and, collectively, the "LOANS") to the Borrowers Borrower, which Loans shall be drawn, to the extent such Lender has a Commitment hereunder, as provided herein. Loans (i) may be made at any time and from time to time during on and after the Availability Period Initial Borrowing Date (as defined in an the Original Credit Agreement) and prior to the Maturity Date; (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Loans which are Base Rate Loans or Eurodollar Loans, PROVIDED that all Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Loans of the same Type; (iii) may be repaid and reborrowed in accordance with the provisions hereof; and(iv) shall not for any Lender at any time outstanding exceed that aggregate principal amount that will not result in which, when added to the product at such time of (iA) such Lender’s Revolving Facility 's Percentage and (B) the sum of the Letter of Credit Exposure Outstandings, equals the Commitment of such Lender at such time. In addition, no Loans shall be made at any time if after giving effect thereto the sum of the aggregate outstanding principal amount of the Loans, PLUS the Letter of Credit Outstandings, PLUS the Aggregate Measured Swap Credit Risk (except if any) of all Designated Hedge Agreements, would exceed the lesser of (I) the sum of (x) 60% of the appraised fair market value of the Eligible Real Estate constituting a part of the Mortgaged Property hereunder on the Closing Date and which remains Mortgaged Property hereunder, as determined on the basis of the appraisals referred to in section 5.1(t), and (y) 60% of the Appraised Value of any Additional Property or Substitute Property, determined for any such Property as of the Administrative Agent date such Property becomes a Mortgaged Property hereunder in compliance with section 7.17, as determined on the basis of the appraisal with respect thereto referred to Agent Advancesin section 7.17, and (II) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent Aggregate Borrowing Base as of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) most recently completed fiscal quarter for which financial information necessary to determine the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Aggregate Borrowing Base or to be obligated to exceed such limits on any other occasion. If shall have been furnished by the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit Borrower as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loanscontemplated by this Agreement.

Commitments. Subject On file with the Administrative Agent SCHEDULE 3.06 DISCLOSED MATTERS None. SCHEDULE 6.01 EXISTING INDEBTEDNESS None. SCHEDULE 6.02 EXISTING LIENS None. EXHIBIT A TO IHS MARKIT LTD. CREDIT AGREEMENT FORM OF ASSIGNMENT AND ASSUMPTION ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the terms Assignee, and conditions set forth hereinthe Assignee hereby irrevocably purchases and assumes from the Assignor, each Lender agrees subject to make Revolving Loans to and in accordance with the Borrowers from time to time during Standard Terms and Conditions and the Availability Period in an aggregate principal amount that will not result in Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) such Lender’s Revolving Facility all of the Assignor's rights and obligations in its capacity as a Lender under the Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery Agreement and any other documents or instruments delivered pursuant thereto to the Administrative Agent extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Post-Closing ReportsAssignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such Lender’s Pro Rata Share of $340 million), or facilities) and (ii) to the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments orextent permitted to be assigned under applicable law, until delivery all claims, suits, causes of action and any other right of the Post-Closing Reports Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Administrative Agent, $340 million, or rights and obligations sold and assigned pursuant to clause (iiii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of above (the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect rights and obligations sold and assigned pursuant to make Revolving Loans or issue or arrange clauses (i) and (ii) above being referred to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit herein collectively as the Lenders determine until such excess has been eliminated, subject “Assigned Interest”). Such sale and assignment is without recourse to the Administrative Agent’s authorityAssignor and, except as expressly provided in its sole discretionthis Assignment and Assumption, to make Agent Advances pursuant to without representation or warranty by the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving LoansAssignor.

Commitments. Subject Lender Total Commitment JPMorgan Chase Bank, N.A. $275,000,000 TOTAL $275,000,000 EXHIBIT A ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement identified below (as amended, the “Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the terms Assignee, and conditions set forth hereinthe Assignee hereby irrevocably purchases and assumes from the Assignor, each Lender agrees subject to make Revolving Loans to and in accordance with the Borrowers from time to time during Standard Terms and Conditions and the Availability Period in an aggregate principal amount that will not result in Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) such Lenderall of the Assignor’s Revolving Facility Credit Exposure (except for rights and obligations in its capacity as a Lender under the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery Loan Agreement and any other documents or instruments delivered pursuant thereto to the Administrative Agent extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Post-Closing Reports, Assignor under the respective facilities identified below (including any guarantees included in such Lender’s Pro Rata Share of $340 million), or facilities) and (ii) to the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments orextent permitted to be assigned under applicable law, until delivery all claims, suits, causes of action and any other right of the Post-Closing Reports Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Administrative Agent, $340 million, or rights and obligations sold and assigned pursuant to clause (iiii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of above (the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect rights and obligations sold and assigned pursuant to make Revolving Loans or issue or arrange clauses (i) and (ii) above being referred to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit herein collectively as the Lenders determine until such excess has been eliminated, subject “Assigned Interest”). Such sale and assignment is without recourse to the Administrative Agent’s authorityAssignor and, except as expressly provided in its sole discretionthis Assignment and Assumption, to make Agent Advances pursuant to without representation or warranty by the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving LoansAssignor.

Commitments. (a) Revolving A Loans. Subject to the terms and conditions set forth herein, each Revolving A Lender severally agrees to make loans (each such loan, a “Revolving Loans A Loan”) to the Revolving A Borrowers in Dollars or in one or more Alternative Currencies from time to time on any Business Day during the Availability Period in an aggregate principal amount that will not result in (i) to exceed at any time outstanding the amount of such Lender’s Revolving Facility Credit Exposure A Commitment; provided, however, that after giving effect to any Borrowing of Revolving A Loans, (except for i) the Administrative Agent with respect to Agent AdvancesTotal Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (ii) exceeding the aggregate Outstanding Amount of the Revolving A Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Facility Commitment (orA Commitment, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) the aggregate Outstanding Amount of all Revolving A Loans denominated in an Alternative Currency plus the aggregate Outstanding Amount of all Foreign Swing Line Loans shall not exceed the Alternative Currency Sublimit and (iv) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. Each Revolving A Lender may, at its option, make any Revolving A Loan available to any Revolving A Borrower that is a Foreign Subsidiary by causing any foreign or domestic branch or Affiliate of such Lender to make such Revolving A Loan; provided that any exercise of such option shall not affect the obligation of such Revolving A Borrower to repay such Revolving A Loan in accordance with the terms of this Agreement. Within the limits of each Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The LendersA Commitment, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the other terms and conditions set forth hereinhereof, the Revolving A Borrowers may borrowborrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Revolving A Loans may be Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as further provided herein (provided that Lux 2 may not borrow Base Rate Loans). In the event that the Initial Borrowing Date shall not have occurred on or prior to the Termination Date, each Revolving A Lender’s Revolving A Commitment shall automatically expire, and each Revolving A Lender shall have no further obligation to make Revolving A Loans.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein, each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrowers Borrower from time to time during the Availability Period its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount that will not shall not, after giving effect thereto and to the application of the proceeds thereof, result in (i) such Revolving Credit Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such LenderRevolving Credit Xxxxxx’s Revolving Facility Credit Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or and (ii) the aggregate Revolving Facility Credit Exposure Exposures exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or Maximum Borrowing Amount (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Protective Advances and Overadvances pursuant to the terms of Section 2.04(d2.16). Within , provided that any of the foregoing limits such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Restatement Effective Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term Benchmark Loans that are Revolving Credit Loans (and for the avoidance of doubt, subject to Section 2.14, may not be incurred, maintained, or converted into RFR Loans); provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (b) Subject to and upon the terms and conditions herein set forth hereinforth, the Borrowers Swingline Lender is authorized by the Lenders to, and may, in its sole discretion, at any time and from time to time on and after the Restatement Effective Date and prior to the Swingline Maturity Date, make a loan or loans (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower (provided that the Swingline Lender shall not be obligated to make any Swingline Loan), which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(c), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Maximum Borrowing Amount at such time and (v) may borrowbe repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, prepay all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, the Borrower, the Administrative Agent or the Required Lenders stating that a Default or Event of Default exists and reborrow is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans (provided that, if no such notice is given by the Swingline Lender within seven days of making any Swingline Loan, notice to each Revolving Credit Lender shall be deemed to be provided by the Swingline Lender in accordance with this Section 2.1(c)), in which case Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans.. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Days’ notice pursuant to each Mandatory Borrowing in the amount and -74-