TENTH AMENDMENT TO CREDIT AGREEMENT

Definitions. All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement.

Amendments to Article I. The provisions of Article I of the Credit Agreement are hereby amended as follows:

The definition of “Borrowing Base” is deleted in its entirety and replaced with the following:

The definition of “Debt Service Charges” is deleted in its entirety and replaced with the following:

The definition of “Payment Conditions” is deleted in its entirety and replaced with the following:

Clauses (i) and (j) of the definition of “Permitted Acquisition” are deleted in their entirety and replaced with the following:

Clause (d) of the definition of “Permitted Indebtedness” is deleted in its entirety and replaced with the following:

The definition of “Permitted Indebtedness” is amended by deleting “and” at the end of clause (n) thereof, by deleting clause (o) thereof in its entirety, and by replacing it with the following:

Clause (g) of the definition of “Permitted Investment” is deleted in its entirety and replaced with the following:

The definition of “Permitted Investment” is amended by deleting “and” at the end of clause (m), re-lettering clause (n) as clause (o), and adding the following new clause (n) thereto:

The definitions of “Intellectual Property Security Agreement” and “Pledge Agreement” are deleted in their entirety.

The definitions of “Applicable Commitment Fee Percentage”, “Bank Products”, “Cash Management Services”, “Maturity Date”, “Security Agreement” and “Security Documents” are deleted in their entirety and replaced with the following:

The pricing grid set forth in the definition of “Applicable Margin” is deleted in its entirety and replaced with the following:

The following new definitions are inserted in Article I of the Credit Agreement in appropriate alphabetical order:

Amendments to Article VI.

Section 6.01 of the Credit Agreement, “Financial Statements.” is hereby amended by deleting clause (a) thereof and replacing it with the following:

Section 6.01 of the Credit Agreement, “Financial Statements.” is hereby amended by deleting clause (b) thereof and replacing it with the following:

Section 6.02 of the Credit Agreement, “Certificates; Other Information.” is amended by deleting clause (b) thereof and replacing it with the following:

Section 6.02 of the Credit Agreement, “Certificates; Other Information.” is amended by deleting “Wednesday” wherever it appears in clause (c) thereof and by replacing it with “Friday”.

Section 6.02 of the Credit Agreement, “Certificates; Other Information.” is amended by deleting clause (d) thereof and replacing it with the following:

Section 6.12 of the Credit Agreement, “Additional Loan Parties.” is deleted in its entirety and replaced with the following:

Amendments to Article VII.

Section 7.09 of the Credit Agreement, “Transactions with Affiliates”, is hereby deleted in its entirety and replaced with the following:

Section 7.18 of the Credit Agreement, “Foreign Transfers”, is hereby deleted in its entirety and replaced with the following:

Amendment to Schedules. The Schedules to the Credit Agreement are amended and restated by incorporating the Amended and Restated Schedules to the Credit Agreement attached as Exhibit A hereto.

Ratification of Loan Documents; Waiver of Claims.

Except as otherwise expressly provided herein, all terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The Loan Parties hereby ratify, confirm, and reaffirm that all representations and warranties of the Loan Parties contained in the Credit Agreement or any other Loan Document are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date.

Each of the Loan Parties hereby acknowledges and agrees that there is no basis or set of facts on the basis of which any amount (or any portion thereof) owed by the Loan Parties under the Loan Documents could be reduced, offset, waived, or forgiven, by rescission or otherwise; nor is there any claim, counterclaim, offset, or defense (or other right, remedy, or basis having a similar effect) available to the Loan Parties with regard thereto; nor is there any basis on which the terms and conditions of any of the Obligations could be claimed to be other than as stated on the written instruments which evidence such Obligations.

Each of the Loan Parties hereby acknowledges and agrees that it has no offsets, defenses, claims, or counterclaims against the Agents or any Lender, or any of their respective affiliates, predecessors, successors, or assigns, or any of their respective officers, directors, employees, attorneys, or representatives, with respect to the Obligations, or otherwise, and that if any Loan Party now has, or ever did have, any offsets, defenses, claims, or counterclaims against the Agents or any Lender, or their respective affiliates, predecessors, successors, or assigns, or their respective officers, directors, employees, attorneys, or representatives, whether known or unknown, at law or in equity, from the beginning of the world through this date and through the time of execution of this Tenth Amendment, all of them are hereby expressly WAIVED, and each of the Loan Parties hereby RELEASES the Agents and each Lender and their respective officers, directors, employees, attorneys, representatives, affiliates, predecessors, successors, and assigns from any liability therefor.

Conditions to Effectiveness. This Tenth Amendment shall not be effective until each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agent:

The Administrative Agent shall have received counterparts of this Tenth Amendment duly executed and delivered by each of the parties hereto.

All corporate and shareholder action on the part of the Loan Parties and all consents and approvals necessary for the valid execution, delivery and performance by the Loan Parties of this Tenth Amendment and the Joinder Documents shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Agent shall have been provided to the Agent.

TCP International IP Holdings, LLC, TCP International Product Holdings, LLC and the Loan Parties shall have delivered to the Administrative Agent, a duly executed Joinder Agreement, in the form of Exhibit B hereto (together with each deliverable due thereunder) and TCP International IP Holdings, LLC, TCP International Product Holdings and the Loan Parties shall have otherwise complied with Section 6.12 of the Credit Agreement to the reasonable satisfaction of the Administrative Agent (the “Joinder Documents”).

The Administrative Agent shall have received a fully executed Amended and Restated Security Agreement, in the form of Exhibit C hereto.

The Administrative Agent shall have received a written legal opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to this Tenth Amendment, the Joinder Documents, the Amended and Restated Security Agreement and/or the transactions contemplated thereby, as the Administrative Agent may reasonably request.

After giving effect to this Tenth Amendment, no Default or Event of Default shall have occurred and be continuing.

There shall be no material misstatements in the materials furnished by the Loan Parties to the Agent or the Lenders prior to closing of this Tenth Amendment, or in representations or warranties of the Loan Parties made in the Credit Agreement. The Agent shall be satisfied that any financial statements delivered to it fairly present the business and financial condition of the Borrowers and their Subsidiaries, taken as a whole, as of the date thereof and for the periods covered thereby, and that there has been no material adverse change in the assets, business, financial condition or income of the Borrowers and their subsidiaries, taken as a whole, since the date of the most recent Financial Statements delivered to the Agent. The Agent shall be satisfied that any projections delivered to it represent the Borrowers’ good faith estimate of their future financial performance and were prepared on the basis of assumptions believed by the Borrowers to be fair and reasonable in light of current business conditions at the time such projections were prepared.

All fees payable to the Agents and the Lenders on or before the Tenth Amendment Effective Date shall have been paid.

The Agent shall have been reimbursed by the Loan Parties for all reasonable costs and expenses of the Agents (including, without limitation, reasonable attorneys’ fees) in connection with the preparation, negotiation, execution, and delivery of this Tenth Amendment and related documents. The Loan Parties hereby acknowledge and agree that the Administrative Agent may charge the Loan Account to pay such costs and expenses.

Termination of Pledge Agreement and Intellectual Property Security Agreement. As of the Tenth Amendment Effective Date:

the Pledge Agreement shall automatically terminate and be of no further force and effect (except with respect to such provisions as expressly survive the termination thereof) and, within ten (10) Business Days after the Tenth Amendment Effective Date, the Administrative Agent shall deliver to the Lead Borrower (at the Lead Borrower's expense), without recourse, representation or warranty, (i) all certificates representing Pledged Collateral (as defined in the Pledge Agreement), (ii) all stock powers and other instruments of transfer previously delivered to the Administrative Agent in connection therewith and (iii) all UCC termination statements, releases and similar documents that the Lead Borrower shall reasonably request to evidence such termination.

the Intellectual Property Security Agreement shall automatically terminate and be of no further force and effect (except with respect to such provisions as expressly survive the termination thereof) and, within ten (10) Business Days after the Tenth Amendment Effective Date, the Administrative Agent shall deliver to the Lead Borrower (at the Lead Borrower's expense), without recourse, representation or warranty, (i) such documents and instruments as the Lead Borrower shall reasonably request for filing in the U.S. Patent and Trademark Office and the U.S. Copyright Office to terminate of record the assignments and security interests created by the Intellectual Property Security Agreement and (iii) all UCC termination statements, releases and similar documents that the Lead Borrower shall reasonably request to evidence such termination.

Release of Guarantor. Upon the execution of this Tenth Amendment, TCP IH I, LLC shall be automatically released from its obligations under the Credit Agreement, the Facility Guaranty and the other Loan Documents, and within ten (10) Business Days after the Tenth Amendment Effective Date, the Administrative Agent shall deliver to the Lead Borrower (at the Lead Borrower's expense), without recourse, representation or warranty, all UCC termination statements, releases and similar documents that the Lead Borrower shall reasonably request to evidence such release.

Miscellaneous.

This Tenth Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page to this Tenth Amendment by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Tenth Amendment.

This Tenth Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.

Any determination that any provision of this Tenth Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provisions of this Tenth Amendment.

The Loan Parties represent and warrant that they have consulted with independent legal counsel of their selection in connection with this Tenth Amendment and are not relying on any representations or warranties of the Agents or the Lenders or their counsel in entering into this Tenth Amendment.

THIS TENTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.