Tranche B-1 Repricing Transaction. At the time of the effectiveness of any Tranche B-1 Repricing Transaction that is consummated after the Third Repricing Amendment Effective Date and on or prior to the date that is six (6) months following the Third Repricing Amendment Effective Date, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender holding the Tranche B-1 Term Loan that are either prepaid, repaid, converted or otherwise subject to a pricing reduction in connection with such Third Repricing Transaction (including, if applicable, any Non-Consenting Lender holding the Tranche B-1 Term Loan), a fee in an amount equal to 1.0% of # in the case of a Tranche B-1 Repricing Transaction described in clause (a) of the definition thereof, the aggregate principal amount of the Tranche B-1 Term Loan that is prepaid, refinanced, converted, substituted or replaced in connection with such Tranche B-1 Repricing Transaction or # in the case of a Tranche B-1 Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount of the Tranche B-1 Term Loan outstanding on such date that is subject to an effective pricing reduction pursuant to such Tranche B-1 Repricing Transaction. Such fees shall be earned, due and payable upon the date of the effectiveness of such Tranche B-1 Repricing Transaction.

Tranche B-3 Repricing Transaction. At the time of the effectiveness of any Tranche B-3 Repricing Transaction that is consummated after the effective date of the Second Refinancing Facilities Amendment to this Agreement and on or prior to the date that is six (6) months following the effective date of the Second Refinancing

The definitions of “Tranche B-1 Repricing Transaction” and Tranche B-2 Repricing Transaction” in [Section 1.01] of the Credit Agreement are amended and restated in their entirety to read as follows:

“Tranche B-1 Repricing Amendment Effective Date” means the effective date of the Tranche B-1 Repricing Amendment to this Agreement among the Loan Parties, the Lenders holding the Tranche B-1 Term Loan and the Administrative Agent.

Repricing Transaction. In the event that all or any portion of the Term BB-2 Loans are # repaid, prepaid, refinanced or replaced with any bank debt financing (including, without limitation, with Refinancing Term Loans) having a “yield” that is less than the “yield” of the Term BB-2 Loans (or portion thereof) so repaid, prepaid or refinanced or # repriced or effectively refinanced through any waiver, consent, amendment or amendment and restatement, in each case, directed at, or the result of which would be, the lowering of the “yield” of any of the Term BB-2 Loans, in each case, other than in connection with a Change of Control (a “Repricing Transaction”) occurring on or prior to the twelvesix (126) month anniversary of the ClosingFirst Amendment Effective Date, the Company shall pay the Term BB-2 Lenders # in the case of clause (x), a prepayment premium equal to 1.00% of the aggregate principal amount of the Term BB-2 Loans so repaid, prepaid, refinanced or replaced and # in the case of [clause (y)], a fee equal to 1.00% of the aggregate principal amount of the Term BB-2 Loans repriced or effectively refinanced through such waiver, consent, amendment or amendment and restatement. If all or any portion of the Term BB-2 Loans held by any Term BB-2 Lender is subject to mandatory assignment pursuant to Section 10.13 as a result of, or in connection with, such Term BB-2 Lender not agreeing or otherwise consenting to any such waiver, consent, amendment or amendment and restatement referred to in [clause (y) above] (or otherwise in connection with a Repricing Transaction) on or prior to the twelvesix (126) month anniversary of the ClosingFirst Amendment Effective Date, the Company shall pay to such Term BB-2 Lender a fee equal to 1.00% of the principal amount of the Term BB-2 Loans so assigned. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction or mandatory assignment. In determining the “yield” applicable to the Term BB-2 Loans and the “yield” for any such new bank debt financing, # interest margin, original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company for the account of the Term BB-2 Lenders or the lenders of such new bank debt financing in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), # with respect to any Indebtedness that includes a Eurocurrency Rate “floor” or Base Rate “floor,” # to the extent that the Eurocurrency Rate or Base Rate (without giving effect to any floors in such definitions), as applicable, on the date that the yield is being calculated is less than such floor, the amount of such difference shall be deemed added to the interest rate margin for such Indebtedness for the purpose of calculating the yield and # to the extent that the Eurocurrency Rate or Base Rate (without giving effect to any floors in such definitions), as applicable, on the date that the yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the yield and # customary arrangement, structuring, underwriting, amendment or commitment fees payable to the Joint Lead Arrangers (or its affiliates) in connection with the Term BB-2 Facility or to one or more arrangers (or their affiliates) of such new bank debt financing shall be excluded. For the avoidance of doubt, in no event shall the application of proceeds of an issuance of Equity Interests be deemed a Repricing Transaction.

Tranche B Loans Discounted Payoff. Notwithstanding anything to the contrary herein or in any other Loan Document, the Tranche B [[Organization B:Organization]] hereby expressly agree (and, by its execution of the Seventh Amendment, the Arranger and the Bookrunner shall be deemed to have expressly agreed) that the payment by the Borrower to the Administrative Agent, in Dollars in immediately available funds, of an amount equal to the sum of # $100,000,000 plus # any outstanding Expenses Payments required pursuant to Section 10.04 (but in no event, together with all Expenses Payments made from and after the Seventh Amendment Effective Date, to exceed the Expenses Cap) (the sum of clauses (a) and (b) being referred to as the “Tranche B Loans Discounted Payoff Amount”), but solely if such payment is made in connection with the consummation of the Primoris Transaction, shall constitute payment in full and satisfaction and discharge of # all Obligations of the Borrower and the other Loan Parties in respect of the entire outstanding principal of, and all accrued interest on, the Tranche B Loans (and all the Tranche B Loans shall, upon receipt by the Administrative Agent of such payment, cease to be outstanding for any purpose under this Agreement and the other Loan Documents) and # all other amounts or other Obligations (including the Repayment Premium and any other fees, costs, reimbursements and expenses) payable to, or accrued for the account of, any Tranche B Lender, the Arranger, the Boorkunner or any of their controlled Affiliates under this Agreement or any other Loan Document. It is understood and agreed that any reference in this Agreement or any other Loan Document to any principal of a Loan or any other amount “remaining outstanding” or “unpaid” or to any “payment in full”, or to any similar terms or phrases (including any such references in the lead-in to Articles V and VI and [Section 10.09(b)]), shall be interpreted after giving effect to the agreements set forth in this Section 2.21. The Administrative Agent shall allocate the Tranche B Loans Discounted Payoff Amount among the Tranche B [[Organization B:Organization]] ratably in accordance with the aggregate principal amount of the Tranche B Loans held by them on the date of such payment.

Subject to the terms and conditions set forth herein and the Credit Agreement (as amended by this Amendment), each Tranche B-3 Term Lender severally agrees to make its portion of the Tranche B-3 Term Loan to the Borrower in Dollars in a single advance on the Effective Date (as hereinafter defined) in the amount as set forth on the Register (immediately after giving effect to this Amendment (including the Tranche B-3 Term Lenders who have notified the Administrative Agent of their intention to fund their portion of the Tranche B-3 Term Loan pursuant to the B-3 Conversion (as hereinafter defined)). Amounts repaid on the Tranche B-3 Term Loan may not be reborrowed. The Tranche B-3 Term Loan may consist of Base Rate Loans or Eurodollar Rate Loans, or a combination thereof, as further provided in the Credit Agreement.

Tranche B-3 Term Loan. Beginning with the fiscal quarter ending June 30, 2018, the Borrower shall repay the outstanding principal amount of the Tranche B-3 Term Loan # in equal quarterly installments equal to 0.25% of the outstanding amount of the Tranche B-3 Term Loan as of the effective date of the Second Refinancing Facilities Amendment to this Agreement on the last Business Day of each March, June, September and December (as such installments may hereafter be adjusted as a result of prepayments made pursuant to [Section 2.05]), unless accelerated sooner pursuant to [Section 9.02] and # on the Maturity Date the outstanding principal amount of the Tranche B-3 Term Loan on such date.

The Lenders set forth on the Register (immediately prior to giving effect to this Amendment) that have notified the Administrative Agent of their intention to convert some or all of the portion the Tranche B-1 Term Loan into the Tranche B-3 Term Loan (each such Lender, a “B-3 Converting Lender”) are the lenders of record of the portion of the Tranche B-1 Term Loan as set forth on the Register opposite such Lender’s name. Each such B-3 Converting Lender represents and warrants that it holds such portion of the Tranche B-1 Term Loan and has not assigned or participated such portion of the Tranche B-1 Term Loan to any other Person.

¨ Consent and Reallocation. The undersigned hereby irrevocably and unconditionally consents to the Amendment but requests its outstanding portion of the Tranche B-1 Term Loan be assumed by Bank of America, N.A. on the Tranche B-1 Repricing Amendment Effective Date and subsequently reallocated to the undersigned by assignment to one or more entities separately identified to Bank of America, N.A. by the undersigned in an amount as may be notified by Bank of America, N.A. to such Lender in an amount not to exceed such Lender’s portion of the Tranche B-1 Term Loan held by such Lender immediately prior to the effectiveness of the Amendment.