FIRST AMENDMENT TO CREDIT AGREEMENT

FIRST AMENDMENT TO CREDIT AGREEMENT AND SECOND AMENDMENT TO COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT (this “ Amendment ”), dated as of August 20, 2009, among CALPINE CORPORATION (the “ Borrower ”), the Guarantors, the financial institutions from time to time parties to the Credit Agreement referred to below (the “ Lenders ”) and GOLDMAN SACHS CREDIT PARTNERS L.P. (“ GSCP ”), as administrative agent (in such capacity and including any successors, the “ Administrative Agent ”) and as collateral agent (in such capacity and including any successors, the “ Collateral Agent ”).  All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement.

WHEREAS, the Borrower, the Lenders, the Administrative Agent, the Collateral Agent, GSCP, Credit Suisse, Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding, Inc., as Documentation Agents and Syndication Agents, and General Electric Capital Corporation, as Sub-Agent for the Revolving Lenders, are parties to that certain Credit Agreement, dated as of January 31, 2008 (as amended, modified and/or supplemented through, but not including, the date hereof, the “ Credit Agreement ”);

WHEREAS, the Borrower, the other Grantors (as defined therein) from time to time parties thereto, the Administrative Agent, each other First Lien Representative  (as defined therein) from time to time party thereto and each Second Lien Representative (as defined therein) from time to time party thereto are parties to that certain Collateral Agency and Intercreditor Agreement, dated as of January 31, 2008 (as amended, modified and/or supplemented through, but not including, the date hereof, the “ Collateral Agency and Intercreditor Agreement ”); and

WHEREAS, subject to the terms and conditions of this Amendment, the parties hereto wish to amend and/or modify certain provisions of the Credit Agreement and the Collateral Agency and Intercreditor Agreement as herein provided;

NOW, THEREFORE, IT IS AGREED:

1.           The definition of “ Applicable Margin ” appearing in Section 1.1 of the Credit Agreement is hereby amended by adding at the end thereof the following new sentence:

“Notwithstanding the foregoing, (x) the Applicable Margins in respect of any tranche of Extended First Priority Term Loans or Revolving Loans made pursuant to any Extended Revolving Commitments shall be the applicable percentages per annum set forth in the relevant Extension Offer and (y) Applicable Margins shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.27 , 2.31(b) and 6.1(ee) .”

2.           The definition of “ Asset Sale ” appearing in Section 1.1 of the Credit Agreement is hereby amended by adding the following new sentence at the end of the existing text thereof:

“An Asset Sale shall also include any asset sale which gives rise to the requirement that the Borrower make an offer to purchase any Permitted Notes in accordance with the terms applicable thereto.”

3.           The definition of “ Assignment and Acceptance ” appearing in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“ Assignment and Acceptance ”:  (a) in the case of an assignment of First Priority Term Loans in connection with an Auction conducted in accordance with Section 2.29 , an Auction Assignment and Acceptance, (b) in the case of an assignment of First Priority Term Loans in connection with a Permitted Debt Exchange conducted in accordance with Section 2.30 , such form of assignment (if any) as may have been requested by the Administrative Agent  in accordance with Section 2.30(a) and (c) in the case of all other assignments of Loans, an assignment and acceptance entered into by a Lender and an Assignee and accepted by the Administrative Agent, substantially in the form of Exhibit C.”

4.           The definition of “ Collateral Requirements ” appearing in Section 1.1 of the Credit Agreement is hereby amended by inserting the phrase “and/or unsecured Indebtedness” therein immediately after the phrase “Junior Lien Indebtedness” the first time appearing therein.

5.           The definition of “ Commitment Fee Rate ” appearing in Section 1.1 of the Credit Agreement is hereby amended by adding at the end thereof the following new sentence:

“Notwithstanding the foregoing, (x) the Commitment Fee Rate in respect of any Extended Revolving Commitments shall be the rate set forth in the relevant Extension Offer and (y) Applicable Margins shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.27 , 2.31(b) and 6.1(ee) .”

6.           The definition of “ Consolidated EBITDA ” appearing in Section 1.1 of the Credit Agreement is hereby amended by (i) deleting the “and” immediately preceding clause (m) of such definition and substituting therefor “,” and (ii) inserting the following new clause (n) immediately following such clause (m):

“and (n) any fees and expenses in connection with the First Amendment, each Auction, each Permitted Debt Exchange and each Extension not to exceed $20,000,000 in any twelve month period,”.

7.           The definition of “ Consolidated Net Income ” appearing in Section 1.1 of the Credit Agreement is hereby amended by inserting the following sentence at the end of such definition:

“Notwithstanding the foregoing, “Consolidated Net Income” shall not include any income (or loss) for such period resulting from the discharge (in whole or in part) of any Indebtedness of the Borrower.”

8.           The definition of “ Designated Project Subsidiaries ” appearing in Section 1.1 of the Credit Agreement is hereby amended by (i) adding immediately after each reference to “ Section 6.6(m) ” appearing therein the phrase “, 6.6(h)(ii) , 6.6(k)(ii) and/or 6.6(s) ” and (ii) inserting the following new sentence at the end of such definition:

“Notwithstanding anything contained herein to the contrary, any reduction in the amount of Investments permitted in accordance with the foregoing sentence as a result of a Subsidiary becoming a Designated Project Subsidiary shall not be “double counted” as an Investment under Section 6.6(h) , 6.6(k) , 6.6(m) or 6.6(s) if the assets or equity interests of such Designated Project Subsidiary are subsequently transferred to another Subsidiary.”

9.           The definition of “ Fronting Bank ” appearing in Section 1.1 of the Credit Agreement is hereby amended by inserting the following text immediately prior to the “.” at the end thereof:

“; provided further that, if any Extension or Extensions of Revolving Commitments is or are effected in accordance with Section 2.31 , then on the occurrence of the Original Termination Date and on each later date which is or was at any time a Termination Date with respect to Revolving Commitments (each, a “ Fronting/Swingline Termination Date ”), each Fronting Bank at such time shall have the right to resign as a Fronting Bank on, or on any date within 20 Business Days after, the respective Fronting/Swingline Termination Date, in each case upon not less than ten (10) days’ prior written notice thereof to the Borrower and the Administrative Agent and, in the event of any such resignation and upon the effectiveness thereof, the respective entity so resigning shall retain all of its rights hereunder and under the other Loan Documents as a Fronting Bank with respect to all Letters of Credit theretofore issued by it (which Letters of Credit shall remain outstanding in accordance with the terms hereof until their respective expirations) but shall not be required to issue any further Letters of Credit hereunder.  If at any time and for any reason (including as a result of resignations as contemplated by the last proviso to the preceding sentence), each Fronting Bank has resigned in such capacity in accordance with the preceding sentence, then no Person shall be a Fronting Bank hereunder obligated to issue Letters of Credit unless and until (and only for so long as) a Lender (or affiliate of a Lender) reasonably satisfactory to the Administrative Agent or the Borrower agrees to act as Fronting Bank hereunder”.

10.           The definition of “ Net Cash Proceeds ” appearing in Section 1.1 of the Credit Agreement is hereby amended by inserting, immediately after the phrase “(other than any Lien pursuant to a Security Document” the phrase “or securing any Permitted Notes or any Junior Lien Indebtedness”.

11.           The definition of “ Excess Cash Flow ” appearing in Section 1.1 of the Credit Agreement is hereby amended by inserting the following proviso immediately after the text “Extraordinary Receipts or Capital Stock” appearing in clause (b)(iii) of such definition:

“; provided that, notwithstanding anything to the contrary contained in this clause (b)(iii), cash used by the Borrower to purchase First Priority Term Loans shall not be deducted from Excess Cash Flow”.

12.           The definition of “ Permitted Refinancing ” appearing in Section 1.1 of the Credit Agreement is hereby amended by inserting the phrase “and/or unsecured Indebtedness” therein immediately after the phrase “Junior Lien Indebtedness” the first time appearing therein.

13.           The definition of “ Recovery Event ” appearing in Section 1.1 of the Credit Agreement is hereby amended by inserting the following sentence at the end of the existing text thereof:

“A Recovery Event shall also include any similar event or occurrence which gives rise to the requirement that the Borrower make an offer to purchase any Permitted Notes in accordance with the terms applicable thereto.”

14.           The definition of “ Revolving Commitment Period ” appearing in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“ Revolving Commitment Period ”: the period from and including the Closing Date to but not including the Original Termination Date (or, with respect to any outstanding Extended Revolving Commitment, the Termination Date applicable thereto).

15.           The definition of “ Stated Maturity ” appearing in Section 1.1 of the Credit Agreement is hereby amended by inserting the following proviso immediately prior to the “.” at the end thereof:

“; provided that, with respect to any tranche of Extended First Priority Term Loans or Extended Revolving Commitments, the Stated Maturity with respect thereto shall instead be the final maturity date as specified in the applicable Extension Offer accepted by the respective Lender”.

16.           The definition of “ Subordinated Indebtedness ” appearing in Section 1.1 of the Credit Agreement is hereby amended by inserting, immediately prior to the phrase “where either” appearing therein, the phrase “or constitutes Permitted Notes as described in clause (iv)(d) of the definition thereof, in each case”.

17.           The definition of “ Swingline Lender ” appearing in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“ Swingline Lender ”: GE Capital (or a replacement or successor Lender or affiliate thereof that agrees to act as Swingline Lender hereunder in accordance with the immediately  succeeding sentence), in its capacity as the lender of Swingline Loans; provided that, if any Extension or Extensions of Revolving Commitments is or are

effected in accordance with Section 2.31 , then on the occurrence of each Fronting/Swingline Termination Date, the Swingline Lender at such time shall have the right to resign as Swingline Lender on, or on any date within 20 Business Days after, the respective Fronting/Swingline Termination Date, in each case upon not less than ten (10) days’ prior written notice thereof to the Borrower and the Administrative Agent and, in the event of any such resignation and upon the effectiveness thereof, the Borrower shall repay any outstanding Swingline Loans made by the respective entity so resigning and such entity shall not be required to make any further Swingline Loans hereunder.  If at any time and for any reason (including as a result of resignations as contemplated by the proviso to the preceding sentence), the Swingline Lender has resigned in such capacity in accordance with the preceding sentence, then no Person shall be the Swingline Lender hereunder obligated to make Swingline Loans unless and until (and only for so long as) a Lender (or affiliate of a Lender) reasonably satisfactory to the Administrative Agent or the Borrower agrees to act as the Swingline Lender hereunder.

18.           The definition of “ Termination Date ” appearing in Section 1.1 of the Credit Agreement is hereby amended by adding the following new sentence at the end of the existing definition thereof:

“In the event that one or more Extensions are effected in accordance with Section 2.31 , then the Termination Date of each tranche of Loans or Revolving Commitments shall be determined based on the respective Stated Maturity applicable thereto (except in cases where clause (b) of the preceding sentence is applicable).”

19.            Section 1.1 of the Credit Agreement is hereby further amended by inserting the following new definitions in the appropriate alphabetical order:

“ Auction ”:  the meaning set forth in Section 2.29 .

“ Auction Assignment and Acceptance ”:  the meaning set forth in Exhibit O.

“ Auction Manager ”: the meaning set forth in Section 2.29(a) .

“ Auction Notice ”:  the meaning set forth in Exhibit O.

“ Extended First Priority Term Loan ”: the meaning set forth in Section 2.31(a) .

“ Extended Revolving Commitment ”:  the meaning set forth in Section 2.31(a) .

“ Extending First Priority Term Lender ”:  the meaning set forth in Section 2.31(a) .

“ Extending Revolving Lender ”:  the meaning set forth in Section 2.31(a) .

“ Extension ”:  the meaning set forth in Section 2.31(a) .

“ Extension Offer ”:  the meaning set forth in Section 2.31(a) .

“ First Amendment ”:  the First Amendment to Credit Agreement and Second Amendment to Collateral Agency and Intercreditor Agreement, dated as of August 20, 2009, among, inter alia , the Loan Parties, the Administrative Agent, the Collateral Agent and the Required Lenders.

“ First Amendment Effective Date ”: the meaning provided in the First Amendment.

“ First Lien Debt ”: the meaning provided in the Collateral Agency and Intercreditor Agreement.

“ Fronting/Swingline Termination Date ”: the meaning set forth in the definition of Fronting Bank.

“ Minimum Extension Condition ”: the meaning set forth in Section 2.31(c) .

“ Minimum Tender Condition ”:  the meaning set forth in Section 2.30(b) .

“ Offer Document ”:  the meaning set forth in Exhibit O.

“ Original Termination Date ”:  the Termination Date determined by reference to the original Stated Maturity of March 29, 2014.

“ Permitted Debt Exchange ”:  the meaning set forth in Section 2.30 .

“ Permitted Debt Exchange Offer ”:  the meaning set forth in Section 2.30 .

“ Permitted Notes ”:  notes or bonds of the Borrower issued after the First Amendment Effective Date pursuant to one or more indentures; provided that (i) the terms of the Indebtedness evidenced thereby do not provide for any scheduled repayment, mandatory redemption, sinking fund obligations or final maturity (other than customary offers to repurchase upon a change of control, Asset Sale or Recovery Event and customary acceleration rights after an event of default, provided that (x) in the case of any Permitted Notes which do not constitute First Lien Debt, no required offers to purchase based upon Asset Sales or Recovery Events shall be required if the respective net cash proceeds of the respective Asset Sale or Recovery Event are utilized to repay First Lien Debt under this Agreement or evidenced by Permitted Notes and (y) in case of Permitted Notes constituting First Lien Debt, same shall not require that offers to purchase such Permitted Notes based on Asset Sales or Recovery Events be made if the respective net cash proceeds of the respective Asset Sale or Recovery Event are or will be utilized to repay, or offer to repay, First Priority Term Loans in accordance with Sections 2.16(e) and 2.16(h) ; provided that after any such offer to repay First Priority Term Loans has been made in accordance with Section 2.16(h) , any such net cash proceeds not utilized to repay First Priority Term Loans may be utilized to make any required offer to purchase Permitted Notes constituting First Lien Debt as permitted by Section 2.16(h) , (ii) the covenants and events of default applicable thereto shall not be more restrictive in any material respect than those set forth in this Agreement and the other Loan Documents (and prior to the issuance of such Indebtedness, the Borrower shall deliver to the

Administrative Agent a statement of the chief financial officer of the Borrower stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement), (iii) no Subsidiary of the Borrower shall at any time be a guarantor of (or incur Guarantee Obligations with respect to) such Indebtedness unless the respective Subsidiary is at such time a Guarantor hereunder, (iv) each issue of Permitted Notes shall constitute (a) First Lien Debt (with all actions required to be taken in accordance with the definition of First Lien Debt contained in the Collateral Agency and Intercreditor Agreement having been taken prior to or concurrently with the issuance thereof), (b) Second Lien Debt (with all actions required to be taken in accordance with the definition of Second Lien Debt contained in the Collateral Agency and Intercreditor Agreement having been taken prior to or concurrently with the issuance thereof), (c) senior unsecured debt or (d) unsecured debt which constitutes Subordinated Indebtedness, (v) Permitted Notes (and obligations with respect thereto) may not be secured by any Lien on any assets of the Borrower or any of its Subsidiaries, except that Permitted Notes as described in preceding subclauses (iv)(a) and (b) may be secured by Liens on the Collateral (pursuant to the Security Documents in the case of First Lien Debt) with the relative priorities as set forth in the Collateral Agency and Intercreditor Agreement and (vi) in the case of Permitted Notes constituting First Lien Debt or Second Lien Debt, the Administrative Agent and Collateral Agent shall have received at least five Business Days’ (or such shorter period as shall be satisfactory to the Administrative Agent and Collateral Agent) prior written notice from the Borrower of the respective issuance of Permitted Notes and, at the request of the Administrative Agent or Collateral Agent, prior to the issuance of the respective issue of Permitted Notes, the Borrower shall have (x) taken all actions as may be required pursuant to the Collateral Agency and Intercreditor Agreement and (y) in the case of Permitted Notes constituting First Lien Debt, (i) executed such modifications to Mortgages that the Administrative Agent and/or the Collateral Agent may reasonably request with respect to Mortgages (A) in jurisdictions that require the payment of mortgage filing (or similar) taxes or (B) that contain a factual statement (e.g., maturity date) that will not be accurate after the issuance of such Permitted Notes, and, with respect to Mortgages described in preceding clause (A), delivered an opinion of counsel for the relevant Loan Party reasonably satisfactory to the Administrative Agent with respect to the such modification, and (ii) in the case of each Mortgaged Property with respect to which modifications referred to in clause (i) are being filed, provided either (A) an endorsement to the lenders’ title insurance policy with respect to such Mortgaged Property, in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent, and with such certifications as may be reasonably required by them, or (B) if such endorsement is not reasonably available or would require the payment of a premium for a new policy with respect to such Mortgaged Property, a title search or comparable deliverable (including a "nothing further" certificate) with respect to such Mortgaged Property, the actions described in clauses (x) and (y) to be at the expense of the Borrower (it being agreed that Administrative Agent and Collateral Agent (as applicable) shall cooperate as reasonably requested by the Borrower to minimize such amounts payable by the Borrower, so long as such cooperation is not inconsistent with the foregoing provisions of this definition).

“ Permitted Notes Documents ”:  any document or instrument issued or executed and delivered with respect to any Permitted Notes by any Loan Party.

“ Permitted Notes Obligations ”:  the unpaid principal of and interest on any Permitted Notes and all other obligations and liabilities of the Borrower (and any guarantor thereof) to any holder thereof, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with any Permitted Notes Document, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses  or otherwise.

“ Permitted Notes Refinancing ” shall mean any refinancing of Permitted Notes with another issue of Permitted Notes; provided that (i) the refinancing Permitted Notes must have a final maturity which is not earlier than final maturity of the Permitted Notes being refinanced and (ii) if the Permitted Notes being refinanced are (a) Second Lien Debt, the respective refinancing Permitted Notes may not constitute First Lien Debt, (b) if the respective Permitted Notes being refinanced are unsecured, then the refinancing Permitted Notes may not be secured and (c) if the respective Permitted Notes being refinanced constitute Subordinated Indebtedness, then the refinancing Permitted Notes must be Subordinated Indebtedness.

“ Second Lien Debt ”:  the meaning provided in the Collateral Agency and Intercreditor Agreement.

“ tranche ”:  the meaning set forth in Section 2.31(a) .

20.            Section 2.2 of the Credit Agreement is hereby amended by (i) deleting each reference contained therein to “Termination Date” and substituting therefor “Original Termination Date”, (ii) inserting immediately prior to the period at the end of the first sentence thereof the phrase “; provided further , however , that, to the extent specified in the respective Extension Offer, amortization payments with respect to Extended First Priority Term Loans for periods prior to the Original Termination Date may be reduced (but not increased) and amortization payments required with respect to Extended First Priority Term Loans for periods after the Original Termination Date shall be as specified in the respected Extension Offer”, and (iii) deleting the period at the end of the second sentence thereof and inserting in lieu thereof the following new text:

“or, with respect to any Extended First Priority Term Loans, the Termination Date applicable thereto.”

21.            Section 2.3(b) of the Credit Agreement is hereby amended by (i) deleting the reference contained therein to “Termination Date” and substituting therefor “Original Termination Date” and (ii) deleting the period at the end thereof and inserting in lieu thereof the following new text:

“or, with respect to any Revolving Loans outstanding with respect to an Extended Revolving Commitment, the Termination Date applicable thereto.”

22.            Section 2.5(b) of the Credit Agreement is hereby amended by deleting the period at the end of said Section and inserting in lieu thereof the following new text:

“(subject to Section 2.6(f) ).”

23.            Section 2.6 of the Credit Agreement is hereby amended by inserting the following new paragraph (f) at the end of said Section:

“(f)           If the Termination Date shall have occurred in respect of any tranche of Revolving Commitments at a time when another tranche or tranches of Revolving Commitments is or are in effect with a longer Termination Date, then on the earliest occurring Termination Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the Swingline Participation Amounts as a result of the occurrence of such Termination Date); provided , however , that if on the occurrence of such earliest Termination Date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.7(b) below), there shall exist sufficient unutilized Extended Revolving Commitments so that the respective outstanding Swingline Loans could be incurred pursuant the Extended Revolving Commitments which will remain in effect after the occurrence of such Termination Date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Commitments, and such Swingline Loans shall not be so required to be repaid in full on such earliest Termination Date.”

24.            Section 2.7(b) of the Credit Agreement is hereby amended by (i) inserting the text “in respect of any tranche of Revolving Commitments” immediately following the text “that if the Termination Date” appearing in the second proviso to the first sentence of said Section, (ii) deleting the text “and” appearing immediately following the text “expiration of any Letter of Credit,” in the second proviso to the first sentence of said Section and inserting the following new text in lieu thereof:

“then (i) if one or more other tranches of Revolving Commitments in respect of which the Termination Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein pursuant to Section 2.6(e) and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.6(d) and (f) ) under (and ratably participated in by Lenders pursuant to) the Revolving Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately preceding clause (i) and unless”,

(iii) deleting the word “not” immediately after the phrase “successor credit facility have” appearing in the second proviso to the first sentence thereof, (iv) deleting the word “collateralized” appearing after the phrase “Fronting Bank, or cash” appearing in the second

proviso to the first sentence thereof and by inserting the phrase “collateralize same” in lieu thereof and (v) inserting the following new sentence at the end of the existing text thereof:

“Except to the extent of reallocations of participations pursuant to clause (i) of the second proviso to the first sentence of this Section 2.7(b) , the occurrence of a Termination Date with respect to a given tranche of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Termination Date.”

25.            Section 2.7(d) of the Credit Agreement is hereby amended by (i) inserting the text “in respect of the tranche or tranches of Revolving Commitments pursuant to which such Letter of Credit was issued (or deemed issued)” immediately following each instance of the text “Termination Date” appearing the penultimate sentence of said Section 2.7(d) and (ii) inserting the following new proviso at the end of said penultimate sentence:

“; provided that to the extent that the respective Letter of Credit is participated in by Revolving Lenders whose Revolving Commitments have terminated because of the occurrence of a Termination Date with respect thereto, then the amount so participated shall in any event be paid by the Borrower in cash”.

26.            Section 2.10(a) of the Credit Agreement is hereby amended by (i) deleting the reference contained therein to “Termination Date” and substituting therefor “Original Termination Date”, and (ii) deleting the period in the first sentence thereof and inserting in lieu thereof the following new text:

“(or on the respective Termination Date following any Extension of Revolving Commitments pursuant to Section 2.31 ).”

27.            Section 2.11 of the Credit Agreement is hereby amended by adding the following new paragraph (e) at the end of such Section:

“(e) The provisions of this Section 2.11 (and the interest rates applicable to various extensions of credit hereunder) shall be subject to modification as expressly provided in Sections 2.27 , 2.31 and 6.1(ee) hereof.”

28.            Section 2.16(a) of the Credit Agreement is hereby amended by deleting the phrase “and ( bb )” contained therein and inserting in lieu thereof the phrase “, ( bb ), ( cc ), ( dd ) and ( ee )” in lieu thereof.

29.            Section 2.16(f) of the Credit Agreement is hereby amended by adding the following new sentence at the end of such Section:

“Notwithstanding the foregoing provisions of this Section 2.16 , the provisions of this Section 2.16(f) to the extent otherwise applicable to Extended First Priority Term Loans shall be subject to modification as expressly provided in Section 2.31 hereof.”

Section 2.16(g) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(g)           Upon the Original Termination Date, the Total Revolving Commitments (other than the Extended Revolving Commitment) shall automatically terminate in full and the Borrower shall pay the Loans (other than the Extended First Priority Term Loans and the Revolving Loans outstanding with respect to an Extended Revolving Commitment) in full (including all accrued and unpaid interest thereon, Fees and other Obligations in respect thereof).  On the respective Termination Date applicable thereto, (x) the relevant Extended Revolving Commitments, except as extended pursuant to another Extension, shall automatically terminate in full and the Borrower shall pay the Revolving Loans outstanding with respect to such Extended Revolving Commitments in full (including all accrued and unpaid interest thereon, Fees and other Obligations in respect thereof) and (y) the Borrower shall pay the relevant First Priority Term Loans outstanding in full (including all accrued and unpaid interest thereon, Fees and other Obligations in respect thereof).

30.            Section 2.16(h) of the Credit Agreement is hereby amended by deleting the proviso appearing in the penultimate sentence thereof and inserting the following new text in lieu thereof:

“; provided that if in connection with any Asset Sale or Recovery Event the Borrower is required to make an offer to purchase any series of then outstanding Permitted Notes constituting First Lien Debt in accordance with the terms thereof, then the Borrower shall instead use the remaining portion of the Prepayment Amount for such purpose; provided further , that (x) if any amount offered to purchase Permitted Notes constituting First Lien Debt as described in the immediately preceding proviso is not actually used to repay Permitted Notes constituting First Lien Debt (whether because the offer to purchase was not accepted by a sufficient principal amount of Permitted Notes or otherwise), then such amount will be used by the Borrower, on or prior to the date that is ten (10) Business Days after the earlier of the expiration date of the respective offer to purchase Permitted Notes or the date on which the Borrower determines that such amount will not in fact be applied pursuant to the respective offer to purchase Permitted Notes, to repay outstanding Revolving Loans until such Revolving Loans are repaid and (y) any repayments of the Revolving Loans under this Section 2.16(h) shall not reduce the Total Revolving Commitments”.

31.            Section 2.19 of the Credit Agreement is hereby amended by (i) in paragraph (a) thereof, deleting the word “Each” at the beginning thereof and inserting in lieu thereof the phrase “Except as otherwise provided herein, each”, (ii) in paragraph (b) thereof, (1) deleting the word “and” appearing immediately after the phrase “provided in Section 2.16(h) ” appearing therein and inserting a comma (“,”) in lieu thereof, (2) inserting the following text immediately after the phrase “pursuant to Section 2.27 ” appearing in the first sentence thereof:

“and (z) with respect to any Extended Term Loans, to the extent such interest is not at the same rate or margin as for the First Priority Term Loans existing immediately prior to the time of the respective Extension pursuant to Section 2.31 ”,

and (3) adding the following new text immediately prior to the “.” at the end of the second sentence thereof:

“; provided further that, the order of prepayments may be modified to the extent expressly contemplated by Section 2.31 ”,

(iii) adding the following new text immediately prior to the “.” at the end of paragraph (c) thereof:

“; provided that (x) Extended Revolving Commitments (and outstanding extensions of credit pursuant thereto) may have higher pricing applicable thereto as provided in Section 2.31 and (y) payments may be applied to the respective tranches of Revolving Commitments (and related outstanding extensions of credit) as contemplated by Section 2.31 ”,

and (iv) adding the following new clause (g) at the end of such Section:

“(g)           Notwithstanding anything to the contrary contained in this Section 2.19 or elsewhere in this Agreement, the Borrower may (i) purchase or exchange First Priority Term Loans in connection with an Auction or a Permitted Debt Exchange that is permitted under Section 2.29 or Section 2.30 , as the case may be, and (ii) extend the final maturity of First Priority Term Loans and/or Revolving Commitments in connection with an Extension that is permitted under Section 2.31 , in each case without being obligated to make such purchases or exchanges, or effect such extensions, on a pro rata basis among the Lenders (it being understood that no such purchase or exchange of First Priority Term Loans (or cancellation of such purchased or exchanged First Priority Term Loans in connection therewith) (A) shall constitute a payment or prepayment of any First Priority Term Loans or Revolving Loans, as applicable, for purposes of this Section 2.19 or Section 2.24(c) or (B) shall reduce the amount of any scheduled amortization payment due under Section 2.2 , except that the amount of any scheduled amortization payment due to a Lender of Extended First Priority Term Loans may be reduced to the extent provided pursuant to the express terms of the respective Extension Offer) without giving rise to any violation of this Section 2.19 or any other provision of this Agreement.  Furthermore, the Borrower may take all actions contemplated by Section 2.31 in connection with any Extension (including modifying pricing, amortization and repayments or prepayments), and in each case such actions shall be permitted, and the differing payments contemplated therein shall be permitted without giving rise to any violation of this Section 2.19 or any other provision of this Agreement.”

32.            Section 2.24(a) of the Credit Agreement is hereby amended by adding the following new sentence at the end of such Section:

“Notwithstanding the foregoing, the provisions of this Section 2.24(a) to the extent otherwise applicable to Extended Revolving Commitments shall be subject to modification as expressly provided in Section 2.31 hereof.”

33.            Section 2.25 of the Credit Agreement is hereby amended by adding the following new sentence at the end of such Section:

“Notwithstanding the foregoing, the provisions of clause (a) of this Section 2.25 , solely to the extent otherwise applicable to fees payable on that portion (if any) of Letters of Credit

participated in by Revolving Lenders pursuant to Extended Revolving Commitments, shall be subject to modification as expressly provided in Section 2.31 hereof.”

34.           The second sentence of Section 2.27(a) of the Credit Agreement is hereby amended by deleting therefrom the phrase “and (c) for purposes of repayments shall be treated substantially the same as the First Priority Term Loans (including with respect to mandatory and voluntary prepayments and scheduled amortization)” and inserting the following text in lieu thereof:

“with the then latest Stated Maturity, provided that the Borrower and the Lenders providing the respective tranche of Incremental Term Loans may agree to an even later Stated Maturity, in which case such tranche of Incremental Term Loans shall be treated for purposes of this Agreement (including subsequent Extensions pursuant to Section 2.31 ) as if same were Extended First Priority Term Loans with Stated Maturity as so agreed upon ( provided that such tranche of Incremental Term Loans shall not be subject to the requirements of Section 2.31 except to the extent otherwise provided in this Section 2.27 ), and (c) for purposes of repayments shall be treated substantially the same as the First Priority Term Loans with the then latest Stated Maturity; provided that, if the proviso to preceding clause (b) is applicable, such repayments shall be as agreed with the respective Lenders providing such Incremental Term Loans, but shall be subject to the same rules provided in clauses (v) and (vi) of Section 2.31(a) .  If the proviso to clause (b) of the preceding sentence is applicable, the provisions of Section 2.31(d) shall also apply in their entirety.”

35.            Section 2.27(c) of the Credit Agreement is hereby amended by inserting the following new clause (d) at the end of the existing text thereof:

“(d)           For purposes of determining compliance with all dollar amount limitations on Incremental Term Loans contained in clause (i) of the proviso to the first sentence of Section 2.27(a) or in clause (i) of Section 2.27(c) , the aggregate principal amount of each incurrence of Indebtedness pursuant to Section 6.1(ee)(i) shall be deemed to have been an incurrence of Incremental Term Loans, thereby reducing (or being measured against) such dollar amount limitations (but only to the extent Incremental Term Loans utilized for the same purposes would reduce or be measured against such dollar amount limitations).”

36.           The Credit Agreement is hereby amended by adding the following new Sections 2.29 , 2.30 and 2.31 immediately after the existing text of Section 2.28 :

“2.29.   Reverse Dutch Auction Repurchases .  Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the Borrower may conduct reverse Dutch auctions from time to time in order to purchase First Priority Term Loans of any particular tranche(s) (as determined by the Borrower in its sole discretion) (each, an “ Auction ”) during the period commencing on the First Amendment Effective Date and ending on the 18-month anniversary of the First Amendment Effective Date (each such Auction to be managed exclusively by Goldman Sachs Lending Partners LLC or another investment bank or commercial bank of recognized standing selected by the

Borrower (in such capacity, the “ Auction Manager ”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.29 and Exhibit O, (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each Auction Notice in connection with any Auction, (iii) the aggregate principal amount (calculated on the face amount thereof) of outstanding First Priority Term Loans repurchased by the Borrower through all Auctions shall not exceed $500,000,000, (iv) the maximum principal amount (calculated on the face amount thereof) of each and all tranches of First Priority Term Loans that the Borrower offers to purchase in any such Auction shall be no less than $50,000,000 (across all such tranches) or an integral multiple of $1,000,000 in excess thereof, (v) after giving effect to any purchase of First Priority Term Loans of the applicable tranche or tranches pursuant to this Section 2.29 , (x) Minimum Liquidity shall not be less than $250,000,000 and (y) the aggregate amount of all Unrestricted cash and Unrestricted Cash Equivalents of the Borrower and the Restricted Subsidiaries shall equal or exceed the aggregate principal amount of all Revolving Loans and Swingline Loans then outstanding, (vi) the aggregate principal amount (calculated on the face amount thereof) of all First Priority Term Loans of the applicable tranche or tranches so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold), (vii) the purchase price of each First Priority Term Loan repurchased by the Borrower through any Auction shall reflect a discount to par of at least 5%, (viii) at the time of each purchase of First Priority Term Loans through an Auction, (A) the Borrower’s corporate rating by S&P shall not be less than B (with a stable outlook) and (B) the Borrower’s corporate family rating by Moody’s shall not be less than B2 (with a stable outlook), (ix) prior to commencing an Auction, the Borrower shall have discussed same with each of S&P and Moody’s and, based upon such discussions, shall reasonably believe that the proposed purchase of First Priority Term Loans through such Auction shall not be deemed to be a “distressed exchange”, (x) at the time of each purchase of First Priority Term Loans pursuant to an Auction, neither S&P nor Moody’s shall have announced or communicated to the Borrower that the proposed purchase of First Priority Term Loans through such Auction shall be deemed to be a “distressed exchange” and (xi) at the time of each purchase of First Priority Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (viii) through (x).  The Borrower must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of First Priority Term Loans pursuant to the respective Auction.  If the Borrower commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the purchase of First Priority Term Loans pursuant to such Auction shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of First Priority

Term Loans pursuant to the respective Auction, and any such failure shall not result in any Default or Event of Default hereunder.  With respect to all purchases of First Priority Term Loans of the applicable tranche or tranches made by the Borrower pursuant to this Section 2.29 , (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant Offer Documents), if any, on the purchased First Priority Term Loans of the applicable tranche or tranches up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.15 , 2.16 or 2.24(c) .  Each First Priority Term Lender acknowledges and agrees that in connection with each Auction, (i) the Borrower may purchase or acquire First Priority Term Loans hereunder from First Priority Term Lenders from time to time, subject to this Section 2.29 , (ii) the Borrower then may have, and later may come into possession of, information regarding the First Priority Term Loans or the Loan Parties hereunder that is not known to such First Priority Term Lender and that may be material to a decision by such First Priority Term Lender to enter into an assignment of such First Priority Term Loans hereunder (“ Excluded Information ”), (iii) such First Priority Term Lender has independently and without reliance on the Borrower or any of its Subsidiaries made such First Priority Term Lender’s own analysis and determined to enter into an assignment of such First Priority Term Loans and to consummate the transactions contemplated thereby notwithstanding such First Priority Term Lender’s lack of knowledge of the Excluded Information and (iv) the Borrower and its Subsidiaries shall have no liability to such First Priority Term Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such First Priority Term Lender may have against the Borrower and its Subsidiaries, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information.  Each First Priority Term Lender further acknowledges that the Excluded Information may not be available to the Administrative Agent, the Auction Manager or the other First Priority Term Lenders hereunder.  Each First Priority Term Lender which tenders (or does not tender) First Priority Term Loans pursuant to an Auction agrees to the provisions of the two preceding sentences, and agrees that they shall control, notwithstanding any inconsistent provision hereof or in any Assignment and Acceptance.  The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.29 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.15 , 2.16 , 2.19 , 2.24(c) and 9.7(a) ) (it being understood and acknowledged that purchases of the First Priority Term Loans by the Borrower contemplated by this Section 2.29 shall not constitute Investments by the Borrower) or any other Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.29 .  The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 8 and Section 9.5 mutatis   mutandis   as if each reference therein to the “Administrative Agent” or an “Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction.

2.30.   Permitted Debt Exchanges .  (a)  Notwithstanding anything to the contrary contained in this Agreement, pursuant to one or more offers (each, a “ Permitted Debt Exchange Offer ”) made from time to time by the Borrower to all First Priority Term Lenders under one or more tranches of First Priority Term Loans (as determined by the Borrower) on the same terms, the Borrower may from time to time following the First Amendment Effective Date consummate one or more exchanges of First Priority Term Loans for Permitted Notes (each, a “ Permitted Debt Exchange ”), so long as the following conditions are satisfied:  (i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of a Permitted Debt Exchange Offer is delivered to the relevant First Priority Term Lenders, (ii) the aggregate principal amount (calculated on the face amount thereof) of all First Priority Term Loans exchanged under each applicable tranche by the Borrower pursuant to any Permitted Debt Exchange shall automatically be cancelled and retired by the Borrower on date of the settlement thereof (and, if requested by the Administrative Agent, any applicable exchanging First Priority Term Lender shall execute and deliver to the Administrative Agent an Assignment and Acceptance, or such other form as may be reasonably requested by the Administrative Agent, in respect thereof pursuant to which the respective First Priority Term Lender assigns its interest in the First Priority Term Loans being exchanged pursuant to the Permitted Debt Exchange to the Borrower), (iii) if the aggregate principal amount of all First Priority Term Loans (calculated on the face amount thereof) of a given tranche tendered by First Priority Term Lenders in respect of the relevant Permitted Debt Exchange Offer (with no Lender being permitted to tender a principal amount of First Priority Term Loans which exceeds the principal amount thereof of the applicable tranche actually held by it) shall exceed the maximum aggregate principal amount of First Priority Term Loans of such tranche offered to be exchanged by the Borrower pursuant to such Permitted Debt Exchange Offer, then the Borrower shall exchange First Priority Term Loans under the relevant tranche tendered by such First Priority Term Lenders ratably up to such maximum based on the respective principal amounts so tendered, or if such Permitted Debt Exchange Offer shall have been made with respect to multiple tranches without specifying a maximum aggregate principal amount offered to be exchanged for each tranche, and the aggregate principal amount of all First Priority Term Loans (calculated on the face amount thereof) of all tranches tendered by First Priority Term Lenders in respect of the relevant Permitted Debt Exchange Offer (with no Lender being permitted to tender a principal amount of First Priority Term Loans which exceeds the principal amount thereof actually held by it) shall exceed the maximum aggregate principal amount of First Priority Term Loans of all relevant tranches offered to be exchanged by the Borrower pursuant to such Permitted Debt Exchange Offer, then the Borrower shall exchange First Priority Term Loans across all tranches subject to such Permitted Debt Exchange Offer tendered by such First Priority Term Lenders ratably up to such maximum amount based on the respective principal amounts so tendered, (iv) each such Permitted Exchange Offer shall be made on a pro rata basis to the Lenders of each applicable tranche based on their respective aggregate principal amounts of outstanding First Priority Term Loans under each such tranche (it being understood that the related exchanges shall not be required to be pro rata among such Lenders so long as such exchanges comply with the requirements of immediately preceding clause (iii)), (v) all documentation in respect of such Permitted

Debt Exchange shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent, and (vi) any applicable Minimum Tender Condition shall be satisfied.  Notwithstanding anything to the contrary contained in this Section 2.30(a) (and so long as communicated to the Lenders of the respective First Priority Term Loans as such), a Permitted Debt Exchange may be structured, at the option of the Borrower, as (x) a cash purchase (at par or less than par) of First Priority Term Loans under the relevant tranche tendered by such First Priority Term Lenders pursuant to the respective Permitted Debt Exchange Offer ratably as provided in clause (iii) of the immediately preceding sentence and (y) a simultaneous issuance and sale of Permitted Notes, with the proceeds of such issuance and sale of Permitted Notes to be provided by the First Priority Term Lenders that are tendering First Priority Term Loans in connection with the respective Permitted Debt Exchange Offer and applied to effect the cash purchase provided for in preceding clause (x) (with the net effect of the transaction described in preceding clauses (x) and (y) to be substantially identical to a Permitted Debt Exchange after the cash received from the respective Lender for an issuance of Permitted Notes is applied to repay the relevant First Priority Term Loans of such Lender).

(b)           With respect to all Permitted Debt Exchanges effected by the Borrower pursuant to this Section 2.30 , (i) such Permitted Debt Exchanges (and the cancellation of the exchanged First Priority Term Loans in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.15 , 2.16 or 2.24(c) and (ii) no Permitted Debt Exchange Offer shall be required to be in any minimum amount or any minimum increment thereof, provided that the Borrower may at its election specify as a condition (a “Minimum Tender Condition”) to consummating any such Permitted Debt Exchange that a minimum amount (to be determined and specified in the relevant Permitted Debt Exchange Offer in the Borrower’s discretion) of First Priority Term Loans of any or all applicable tranches be tendered.  The Administrative Agent and the Lenders hereby consent to the Permitted Debt Exchanges and the other transactions contemplated by this Section 2.30 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.15 , 2.16 , 2.19 , 2.24(c) and 9.7(a) ) (it being understood and acknowledged that Permitted Debt Exchanges contemplated by this Section 2.30 shall not constitute Investments by the Borrower) or any other Loan Document that may otherwise prohibit any such Permitted Debt Exchange or any other transaction contemplated by this Section 2.30 .

(c)           In connection with each Permitted Debt Exchange, the Borrower shall provide the Administrative Agent at least 5 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.30 and without conflict with Section 2.30(d) .

(d)           The Borrower shall be responsible for compliance with, and hereby agrees to comply with, all applicable securities and other laws in connection with each Permitted Debt Exchange, it being understood and agreed that neither the Administrative Agent

nor any Lender assumes any responsibility in connection with the Borrower’s compliance with such laws in connection with any Permitted Debt Exchange.

2.31.   Extensions of Loans and Commitments . (a)  Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “ Extension Offer ”) made from time to time by the Borrower to all Lenders of First Priority Term Loans with a like Stated Maturity or Revolving Commitments with a like Stated Maturity, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective First Priority Term Loans or Revolving Commitments with the same Stated Maturity, as the case may be) and on the same terms to each such Lender, the Borrower may from time to time following the First Amendment Effective Date extend the maturity date of any First Priority Term Loans and/or Revolving Commitments and otherwise modify the terms of such First Priority Term Loans and/or Revolving Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such First Priority Term Loans and/or Revolving Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s First Priority Term Loans) (each, an “ Extension ”, and each group of First Priority Term Loans or Revolving Commitments, as applicable, in each case as so extended, as well as the original First Priority Term Loans and the original Revolving Commitments (in each case not so extended), being a “ tranche ”; any Extended First Priority Term Loans shall constitute a separate tranche of First Priority Term Loans from the tranche of First Priority Term Loans from which they were converted, and any Extended Revolving Commitments shall constitute a separate tranche of Revolving Commitments from the tranche of Revolving Commitments from which they were converted), so long as the following terms are satisfied:  (i) no Default or Event of Default shall have occurred and be continuing at the time any the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity, the Revolving Commitment of any Revolving Lender (an “ Extending Revolving Lender ”) extended pursuant to an Extension (an “ Extended Revolving Commitmen t”), and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments (and related outstandings); provided that (x) subject to the provisions of Sections 2.6(f) and 2.7(b) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a Termination Date when there exist Extended Revolving Commitments with a longer Termination Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Commitments in accordance with their Revolving Commitment Percentages (and except as provided in Section 2.6(f) and 2.7(b), without giving effect to changes thereto on an earlier Termination Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (y) repayments required upon Stated Maturity of the non-extending Revolving Commitments) and (y) at no time shall there be Revolving Commitments hereunder (including extended Revolving Commitments and any original Revolving Commitments) which have more than three different Stated Maturities, (iii) except as to interest rates, fees, amortization, final

maturity date, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in the relevant Extension Offer), the First Priority Term Loans of any First Priority Term Lender (an “ Extending First Priority Term Lender ”) extended pursuant to any Extension (“ Extended First Priority Term Loans ”) shall have the same terms as the tranche of First Priority Term Loans subject to such Extension Offer, (iv) the final maturity date of any Extended First Priority Term Loans shall be no earlier than the then latest Stated Maturity hereunder and the amortization schedule applicable to First Priority Term Loans pursuant to Section 2.2 for periods prior to the Original Termination Date may not be increased, (v) the weighted average life to maturity of any Extended First Priority Term Loans shall be no shorter than the remaining weighted average life to maturity of the First Priority Term Loans extended thereby, (vi) any Extended First Priority Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (vii) if the aggregate principal amount of First Priority Term Loans (calculated on the face amount thereof) or Revolving Commitments, as the case may be, in respect of which First Priority Term Lenders or Revolving Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of First Priority Term Loans or Revolving Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the First Priority Term Loans or Revolving Loans, as the case may be, of such First Priority Term Lenders or Revolving Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such First Priority Term Lenders or Revolving Lenders, as the case may be, have accepted such Extension Offer, (viii) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent, and (ix) any applicable Minimum Extension Condition shall be satisfied.

(b)           If, at the time any Extension of Revolving Commitments becomes effective, there will be Extended Revolving Commitments which remain in effect from a prior Extension, then if the “effective interest rate”, “effective commitment fee rate” or “effective letter of credit fee rate” (which, for this purpose, shall, in each case, be reasonably determined by the Administrative Agent and shall take into account any interest rate floors or similar devices and be deemed to include (without duplication) all fees (except to the extent independently taken into account as Commitment Fees or Letter of Credit Fees), including up front or similar fees or original issue discount (amortized over the shorter of (x) the life of such new Extended Revolving Commitments and (y) the four years following the date of the respective Extension) payable to Lenders with such Extended Revolving Commitments, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant extending Lenders) in respect of the Extended Revolving Commitments (and related extensions of credit) shall at any time (over the life of the Extended Revolving Commitments and related extensions of credit) exceed by more than 0.50% the “effective

interest rate”, “effective commitment fee rate” or “effective letter of credit fee rate” applicable to Revolving Commitments (or outstanding extensions of credit pursuant thereto) which were extended pursuant to one or more prior Extensions (determined on the same basis as provided in the first parenthetical in this sentence), then the Applicable Margin, Commitment Fee Rate and/or Letter of Credit Fees applicable thereto shall be increased to the extent necessary so that at all times thereafter the Extended Revolving Commitments made pursuant to previous Extensions (and related extensions of credit) do not receive less “effective interest rate”, “effective commitment fee rate” and/or “effective letter of credit fees” than are applicable to the Revolving Commitments (and related extensions of credit) made (or extended) pursuant to such Extension.  If at the time any Extension of First Priority Term Loans becomes effective, there will be Extended First Priority Term Loans which remain outstanding from a prior Extension, then if the “effective interest rate” (which, for this purpose, shall be reasonably determined by the Administrative Agent and shall take into account any interest rate floors or similar devices and be deemed to include (without duplication) all fees, including up front or similar fees or original issue discount (amortized over the shorter of (x) the life of such new Extended First Priority Term Loans and (y) the four years following the date of the respective Extension) payable to Lenders with such Extended First Priority Term Loans, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant extending Lenders) in respect of the Extended First Priority Term Loans shall at any time (over the life of the Extended First Priority Term Loans) exceed by more than 0.50% the “effective interest rate” applicable to First Priority Term Loans which were extended pursuant to one or more prior Extensions (determined on the same basis as provided in the first parenthetical in this sentence), then the Applicable Margin applicable thereto shall be increased to the extent necessary so that at all times thereafter the Extended First Priority Term Loans made pursuant to previous Extensions do not receive less “effective interest rate” than are applicable to the First Priority Term Loans made (or extended) pursuant to such Extension.

(c)           With respect to all Extensions consummated by the Borrower pursuant to this Section 2.31 , (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.15 , 2.16 or 2.24(c) and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that the Borrower may at its election specify as a condition (a “ Minimum Extension Condition ”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s discretion) of First Priority Term Loans or Revolving Commitments (as applicable) of any or all applicable tranches be tendered.  The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.31 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended First Priority Term Loans and/or Extended Revolving Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.15 , 2.16 , 2.19 , 2.24(c) and 9.7(a) ) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.31 .

(d)           The Lenders hereby irrevocably authorize the Agents to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order establish new tranches or sub-tranches in respect of Revolving Commitments or First Priority Term Loans so extended and such technical amendments as may be necessary in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.31 .  Notwithstanding the foregoing, each Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders or the Majority Facility Lenders holding First Priority Term Loans with respect to any matter contemplated by this Section 2.31(d) and, if an Agent seeks such advice or concurrence, such Agent shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders or Majority Facility Lenders, as the case may be, and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided , however , that whether or not there has been a request by an Agent for any such advice or concurrence, all such amendments entered into with the Borrower by such Agent hereunder shall be binding and conclusive on the Lenders.  Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest Stated Maturity so that such maturity date is extended to the then latest Stated Maturity (or such later date as may be advised by local counsel to the Collateral Agent).

(e)           In connection with any Extension, the Borrower shall provide the Administrative Agent at least 5 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.31 .”

37.            Section 6.1(y) of the Credit Agreement is hereby amended by (i) in clause (x) thereof, inserting the phrase “and/or unsecured Indebtedness” therein immediately after the phrase “Junior Lien Indebtedness” appearing therein and (ii) deleting the proviso appearing at the end of clause (y) thereof and inserting in lieu thereof the following new proviso:

“ provided that Indebtedness pursuant to this clause (y) (including Guarantee Obligations) shall be unsecured or, in the case of Junior Lien Indebtedness and Guarantee Obligations in respect thereof, may be secured by Liens which only extend to the Collateral and which are subordinated to the Liens created pursuant to the Security Documents in accordance with the Collateral Agency and Intercreditor Agreement (with such Junior Lien Indebtedness to constitute Second Lien Debt under, and as defined, therein and with all actions required to be taken for same to constitute such Second Lien Debt having been taken),”

38.            Section 6.1 is hereby further amended by (i) deleting the text “and” appearing at the end of clause (aa) of said Section, (ii) deleting the period (“.”) appearing at the end of clause (bb) of said Section and inserting the text “;” in lieu thereof and (iii) inserting the following new clauses (cc), (dd) and (ee) at the end of said Section:

(cc)           (i) Indebtedness in respect of Permitted Notes incurred pursuant to a Permitted Debt Exchange in accordance with Section 2.30 (and which does not generate any additional proceeds) and (ii) Indebtedness in respect of any Permitted Notes Refinancing of Indebtedness incurred pursuant to this clause (cc);

(dd)           (i) Indebtedness in respect of Permitted Notes, 100% of the Net Cash Proceeds of which are applied no later than the second Business Day following the receipt thereof to permanently prepay First Priority Term Loans in accordance with Section 2.15 and (ii) Indebtedness in respect of any Permitted Notes Refinancing of Indebtedness incurred pursuant to this clause (dd); and

(ee)           (i) at any time when the Borrower would be permitted to incur Incremental Term Loans pursuant to Section 2.27 in accordance with all rele