Common use of Conditions to Effectiveness of this Amendment Clause in Contracts

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to the Agent of each of the following conditions (such time, the “Effective Time”): (a) the delivery to the Agent of a counterpart of this Amendment executed by Borrower, the other Credit Parties, the Agent and the Lenders; (b) the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendment; and (h) delivery to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable).

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall --------------------------------------------- become effective upon satisfaction in a manner reasonably satisfactory to when the Agent shall have received at least thirteen (13) counterparts of each of this Amendment, duly executed by the Company and the Required Lenders, provided the following conditions (such time, the “Effective Time”):are satisfied: (a) Before and after giving effect to this Amendment, the representations and warranties of the Company in Section 3 of the Credit Agreement, Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, of NCFC in Section 15 of the Guaranty, and of NCCC in Section 15 of the NCCC Guaranty shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Credit Agreement. (b) Before and after giving effect to this Amendment, no Event of Default and no Unmatured Event of Default shall have occurred and be continuing. (c) No material adverse change in the business, assets, financial condition or prospects of the Company or NCFC shall have occurred since May 26, 1999. (d) The Agent shall have received the following, each duly executed or certified, as the case may be, and dated as of the date of delivery to thereof: (i) copy of resolutions of the Agent Board of a counterpart Directors of the Company, certified by its respective Secretary or Assistant Secretary, authorizing or ratifying the execution, delivery and performance of this Amendment executed by Borrower, Amendment; (ii) a certified copy of any amendment or restatement of the other Credit Parties, Articles of Incorporation or the Agent and By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Lenders; (biii) the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment certified copies of all costs and expenses in connection therewithdocuments evidencing any necessary corporate action, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal consent or governmental or regulatory approval (if any) with respect to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (eiv) the accuracy a Reaffirmation of the representations and warranties contained in Section 3 hereofNCFC Guaranty duly executed by NCFC; (fv) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event a Reaffirmation of Default exists or will arise as a direct result of this AmendmentNCCC Guaranty duly executed by NCCC; and (hvi) delivery to such other documents, instruments, opinions and approvals as the Agent may reasonably request. (e) The Agent shall have received the amendment fee required by Section 8.16 of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)Credit Agreement.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, any other provision of this Amendment shall become effective upon satisfaction and without affecting in a any manner reasonably satisfactory to the Agent of each rights of the following conditions (such timeLenders hereunder, it is understood and agreed that this Amendment, the “Effective Time”):increase in the Commitments and the other terms contemplated hereby shall not become effective, and the Borrower shall have no rights under this Amendment, until: (a) the delivery to Administrative Agent shall have received (i) the Agent fees set forth in that Fee Letter dated as of a counterpart of this Amendment executed by November 12, 2012 among the Borrower, the other Credit Parties, the Administrative Agent and RBS Securities Inc., (ii) such fees as the LendersBorrower has previously agreed to pay the Administrative Agent or any of its affiliates in connection with this Amendment, (iii) reimbursement or payment of its costs and expenses incurred in connection with this Amendment or the Credit Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Administrative Agent); (b) the Borrower following credit arrangements shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating thatbeen finalized and closed by Atmos Energy Marketing, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: LLC (“AEM”): (i) EBITDA the termination of the Fifth Amended and Restated Credit Parties Agreement between AEM, BNP Paribas, and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and the other lenders party thereto; and (ii) the ratio of total Funded Indebtedness execution and delivery of the Continuing Letter of Credit Parties Agreement between AEM and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00BNP Paribas; (c) the Administrative Agent shall have received, for the ratable benefit received each of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender following documents: (i) executed counterparts to this Amendment from the Borrower and for its affiliates who are the Required Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (dii) a certificate of the Secretary or Assistant Secretary of the Borrower shall have reimbursed Agent for all costs in the form of Exhibit 3.1(b)(iii), attaching and expenses (including all legal fees certifying copies of its bylaws and expenses) incurred by Agent in connection with this of the resolutions of its boards of directors, authorizing the execution, delivery and performance of the Amendment and certifying the name, title and true signature of each officer of the Borrower executing the Amendment; (eiii) the accuracy certified copies of the representations articles or certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions of organization of the Borrower and warranties contained each other jurisdiction in Section 3 hereof; (f) since December 26, 2011 there shall not which the failure to so qualify and be in good standing would have occurred any or would reasonably be expected to have a Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendment; and (hiv) delivery a favorable written opinion of inside or outside counsel to the Borrower, addressed to the Administrative Agent and each of the other documents Lenders, and deliveries set forth on Exhibit D attached hereto (in fully-executed formscovering such matters relating to the Borrower, where applicable)the Amendment and the transactions contemplated herein as the Administrative Agent or the Required Lenders shall reasonably request.

Conditions to Effectiveness of this Amendment. Notwithstanding anything The effectiveness of this Amendment is subject to the contrary set forth herein, this Amendment shall become effective upon satisfaction (or waiver in a manner reasonably satisfactory to writing by the Administrative Agent (at the direction of each the Required Lenders)) of the following conditions precedent (the date on which such time, conditions are satisfied or waived being referred to herein as the “Amendment Effective TimeDate”): (a) the delivery The Merger shall have been consummated substantially concurrently with or prior to the Agent of a counterpart effectiveness of this Amendment executed by BorrowerAmendment, in all material respects in accordance with the other Credit Partiesterms of the Transaction Agreement, without giving effect to any modifications, amendments, consents or waivers thereto that individually or in the aggregate are materially adverse to the Consenting Lenders or the Administrative Agent and without the Lendersprior consent of the Required Lenders (which consent shall not be unreasonably withheld, delayed or conditioned); (b) the Borrower shall have delivered Immediately prior to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated after giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Dateterms, payment of all costs and expenses in connection therewithconditions, and funding provisions of the Incremental Term Loan and the prepayment this Amendment, no Default or Event of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00Default exists; (c) The representations and warranties contained in this Amendment and the Agent other Loan Documents are correct in all material respects (except any representations and warranties that are qualified by materiality, which shall have received, for be true and correct in all respects) with the ratable benefit same effect as though made on and as of the Lenders a closing fee Amendment Effective Date, other than any such representations or warranties that, by their terms, refer to an earlier date, such representations and warranties are true and correct as of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67such earlier date; (d) Each of the Borrower following documents shall have reimbursed Agent for been received by the Administrative Agent: (i) This Amendment, duly executed and delivered by each of the Borrowers, the Guarantors, the Consenting Lenders (which together constitute the Required Lenders and, after application of Section 5 above, constitute all costs of the lenders, under the Existing Credit Agreement) and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendmentthe Issuing Banks; (eii) Upon request of any Consenting Lender, the Revolving Loan Notes payable by any Borrower to the order of each such Consenting Lender; (iii) Certified copies of (A) the accuracy Constituent Documents of each Loan Party, (B) the resolutions of the board of directors (or equivalent governing body) of each Loan Party authorizing the execution, delivery and performance of each of the Loan Documents to which it is a party, (C) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Loan Documents and (D) (where such concept is legally relevant) a long-form good standing certificate (or its equivalent, if any) for each such Loan Party from its jurisdiction of organization or incorporation; (iv) A certificate of the secretary, an assistant secretary or a director (or equivalent officer) of each Loan Party certifying the names and true signatures of the officers of each Loan Party authorized to sign this Amendment, the Loan Guaranty, the Notes, the pledge agreements and the other documents to be delivered hereunder; (v) A favorable opinion of (a) ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and Ogier (Jersey) LLP, counsel to the Loan Parties, and (b) A&L Goodbody LLP, local counsel to the Administrative Agent, in each case, in form and substance reasonably acceptable to the Administrative Agent and Consenting Lenders and covering such customary matters relating hereto as any Consenting Lender, through the Administrative Agent, may reasonably request; (vi) A certificate of an officer or any authorized person of Arcadium to the effect that (A) the representations and warranties contained in this Amendment and the other Loan Documents are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a Default or Event of Default; (vii) That certain Second Amended and Restated Security Agreement, dated as of the date hereof, ▇▇▇▇ executed and delivered by each Loan Party and the Administrative Agent; (viii) A completed Perfection Certificate duly executed and delivered by each Loan Party together with all attachments contemplated thereby; (ix) A pledge agreement governed by Irish law, ▇▇▇▇ executed and delivered by ▇▇▇▇▇▇▇▇, with respect to its shares in IntermediateCo in favor of the Administrative Agent; (x) Solely in respect of IntermediateCo and ▇▇▇▇▇, a certificate certifying that entry into the Loan Documents to which it is or will be a party will not breach sections 82 or 239 of the Irish Companies Act 2014; and (xi) the results of recent customary lien searches, which shall reveal no Liens on any of the assets of any Loan Party except for Liens permitted by Section 3 hereof6.04(b) of the Amended Credit Agreement; (e) Each document (including any UCC or equivalent filings) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b) of the Amended Credit Agreement), shall be in proper form for filing, registration or recordation; (f) since December 26Confirmation that the Borrowers have paid all fees required to be paid on or before the Amendment Effective Date and all expenses of the Administrative Agent, 2011 there shall not the Australian Security Trustee and the Consenting Lenders (including the fees and expenses of counsel to the Administrative Agent) for which invoices have occurred any Material Adverse Effectbeen presented at least one (1) Business Day prior to the Amendment Effective Date; (g) no Default or Event Such certificates, documents, agreements and information respecting any Borrowers as any Consenting Lender through the Administrative Agent may reasonably request at least three (3) Business Days prior to the Amendment Effective Date, all documentation and other information relating to the Loan Parties required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act and to the extent applicable to any Borrower that constitutes a “legal entity customer” under 31 C.F.R. § 1010.230, a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230, in each case, as reasonably requested by any of Default exists or will arise as the Administrative Agent and the Consenting Lenders at least ten (10) Business Days prior to the Amendment Effective Date, and a direct result of this Amendmentproperly completed and signed IRS Form W-9 for each Loan Party; and (h) delivery All material governmental and third-party consents or approvals necessary in connection with this Amendment or material to Agent the continuing operations of the other documents Borrowers and deliveries set forth on Exhibit D attached hereto (their respective Subsidiaries shall have been obtained and be in fully-executed formsfull force and effect, where applicable)and all applicable waiting periods shall have expired without any action being taken or threatened by any governmental authority having appropriate jurisdiction which would restrain or prevent or otherwise impose materially adverse conditions thereon or the financing thereof.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this (a) This Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to on the date (the “First Amendment Effective Date”) on which: (i) The Administrative Agent shall have received duly executed and delivered counterparts of each this Amendment that, when taken together, bear the signatures of the following conditions (such timeBorrower, the “Effective Time”):Additional Lenders, Extending Revolving Lenders and the Administrative Agent and all Guarantors. (ii) Payment of (a) the delivery all fees required to be paid pursuant to the Agent Engagement Letter dated as of a counterpart August 6, 2018 and any related fee letter described therein and, to the extent invoiced, reimbursement or other payment of this Amendment executed all out of pocket expenses required to be reimbursed or paid by Borrower, the Borrower hereunder or under any other Credit Parties, Loan Document or other agreement with the Agent Borrower relating to the transaction contemplated hereby and the Lenders; (b) an upfront fee (“Upfront Fee”) to the Borrower Administrative Agent for the account of all Extending Revolving Lenders and Additional Lenders in an amount equal to 0.25% of the aggregate principal amount of commitments of such Extending Revolving Lenders and Additional Lenders. For the avoidance of doubt, only Extending Revolving Lenders and Additional Lenders will be entitled to an Upfront Fee. (iii) The Administrative Agent shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA received a certificate of a Responsible Officer of the Credit Loan Parties dated the First Amendment Effective Date and their Subsidiaries certifying: a) that attached thereto is not less than $11,100,000 (“Fourth Amendment EBITDA”) a true and (ii) the ratio of total Funded Indebtedness complete copy of the Credit Parties charter and/or other similar organizational document of such Loan Party, and their subsidiaries to Fourth each amendment thereto, certified (as of a date reasonably near the First Amendment EBITDAEffective Date) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party is organized; b) that attached thereto is a true and complete copy of the bylaws and/or operating agreement and/or other similar organizational document of such Loan Party, calculated giving pro forma effect to and each amendment thereto and certifying that such bylaws and/or operating agreement and/or other similar organizational document have not been modified, rescinded or amended and are in full force and effect; c) that attached thereto is a true and complete copy of a certificate of the transactions consummated on Secretary of State or other applicable Governmental Authority of the Fourth jurisdiction in which such Loan Party is organized, dated reasonably near the First Amendment Effective Date, payment listing the charter or other similar organizational document of such Person and each amendment thereto on file in such office and, if available, certifying that (i) such amendments are the only amendments to such Person’s charter on file in such office, (ii) such Person has paid all costs franchise taxes to the date of such certificate and expenses (iii) such Person is duly organized and in good standing under the laws of such jurisdiction; d) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution and delivery of the Amendment Agreement to which it is a party or any other document delivered in connection therewithherewith on the First Amendment Effective Date and certifying that such resolutions have not been modified, rescinded or amended and funding are in full force and effect; e) as to the incumbency and specimen signature of each Responsible Officer executing the Amendment Agreement (together with a certificate of another officer as to the incumbency and specimen signature of the Incremental Term Loan and Responsible Officer executing the prepayment certificate pursuant hereto); and f) compliance with the requirements set forth in clause (a)(v) of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00;this Section 4. (civ) the The Administrative Agent shall have receivedreceived a customary legal opinion of ▇▇▇▇▇▇, for ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67;Loan Parties. (dv) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expensesA) incurred by Agent in connection with this Amendment; (e) the accuracy Each of the representations and warranties contained in set forth Section 3 hereof; of this Amendment, Article III of the Credit Agreement and all other Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date both before and immediately after giving effect to the transactions contemplated hereby, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects and as of such earlier date, and (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (gB) no Default or Event of Default exists had occurred or will arise was continuing as a direct result of this Amendment; and (h) delivery to Agent of the other documents Extension Offer Date and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date both before and immediately after giving effect to the transactions contemplated hereby.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Amendment, the extension of the Commitments contemplated hereunder and the other terms contemplated hereby shall not become effective upon satisfaction effective, and the Borrower shall have no rights under this Amendment, until the first date (the “First Amendment Effective Date”) that each of the following conditions has been met, in a manner reasonably satisfactory to the Administrative Agent of each of or waived by the following conditions (such time, the “Effective Time”):Administrative Agent in writing: (a) the delivery to the The Administrative Agent of a counterpart of this Amendment executed by Borrower, the other Credit Parties, the Agent and the Lenders; shall have received (bi) such fees as the Borrower shall have delivered has agreed to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon pay the financial statements for the twelve month period ended September 9, 2013 delivered to Administrative Agent and the Lenders in accordance connection with the Credit Agreement: (i) EBITDA this Amendment pursuant to that certain Fee Letter dated as of the Credit Parties date hereof between the Borrower and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) the Administrative Agent, and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, reimbursement or payment of all reasonable, out-of-pocket costs and expenses in connection therewith, and funding of the Incremental Term Loan Administrative Agent and its Affiliates, including the prepayment reasonable fees, charges and disbursements of certain Loans on the Fourth Amendment Effective DateKing & Spalding, is equal to or less than 3.50:1.00; (c) the Agent shall have receivedLLP, as counsel for the ratable benefit of the Lenders a closing fee of $215,625 of which AgentAdministrative Agent and its Affiliates, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) Amendment or the accuracy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this AmendmentCredit Agreement; and (hb) delivery to The Administrative Agent shall have received each of the other documents following: i. executed counterparts to this Amendment from the Borrower and deliveries set forth on the Lenders; and ii. a certificate of the Secretary or Assistant Secretary of the Borrower substantially in the form of Exhibit D attached hereto (in fully-executed forms3.1(b)(iii), where applicable).attaching and certifying copies of resolutions of its board of directors, authorizing the execution, delivery and performance of the Amendment, certifying that no changes or amendments have been made to the bylaws or articles or certificate of incorporation of Borrower since the Closing Date, and certifying the name, title and true signature of each officer of the Borrower executing the Amendment;

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, It is understood and agreed that this Amendment shall become effective upon satisfaction in a manner reasonably satisfactory on the date (the “Effective Date”) when the Administrative Agent shall have received (i) such fees as the Borrower has previously agreed to pay on or prior to the date that this Amendment becomes effective to the Administrative Agent or any of its affiliates in connection with this Amendment, including without limitation the fees payable pursuant to the Fourth Amendment Fee Letter (including without limitation fees payable thereunder to the Administrative Agent for the account of each Lender that executes this Amendment), (ii) reimbursement or payment of its reasonable out-of-pocket costs and expenses incurred in connection with this Amendment or the Credit Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Administrative Agent) for which invoices (including estimated expenses) have been presented to the Borrower at least two (2) days before the Effective Date unless otherwise agreed by the Borrower and the Administrative Agent, and (iii) each of the following conditions (such time, the “Effective Time”):documents: (a) the delivery executed counterparts to the Agent of a counterpart of this Amendment executed by Borrower, from the other Credit Parties, the Agent Borrower and the Lenderseach Lender; (b) an instrument, executed by each Loan Party, pursuant to which such Loan Party reaffirms its obligations under the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating thatSecurity Agreement, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent Subsidiary Guaranty Agreement and the Lenders in accordance with the Credit Pledge Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit a certificate of the Lenders a closing fee Secretary or Assistant Secretary of $215,625 the Borrower, attaching and certifying copies of which Agentits bylaws and of the resolutions of its board of directors, in its capacity as a Lender authorizing the execution, delivery and for its affiliates who are Lendersperformance of this Amendment, will retain $122,083.33 and Regions Bankcertifying the name, as a Lender, will receive $93,541.67title and true signature of each officer of the Borrower executing the Amendment on behalf of the Borrower; (d) a certified copy of the certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Borrower shall and each other jurisdiction where the Borrower is required to be qualified to do business as a foreign corporation where the failure to be so qualified could reasonably be expected to have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any a Material Adverse Effect; (ge) a certificate, dated the Fourth Amendment Effective Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects, except to the extent that such representations and warranties specifically refer to an earlier date and (z) since March 31, 2013, there shall have been no change which has had or will arise could reasonably be expected to have a Material Adverse Effect; (f) a favorable written opinion of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., counsel to the Borrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Borrower, the Amendment and the transactions contemplated therein as a direct result the Administrative Agent or the Required Lenders shall reasonably request; (g) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of this AmendmentAmendment or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Amendment shall be ongoing; and (h) delivery an Assignment and Assumption with respect to Agent of each Assignor, duly executed and delivered by the other documents applicable Assignor, Assignee, Administrative Agent, Issuing Bank and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)Borrower.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to any other provision of this Amendment and without affecting in any manner the contrary set forth hereinrights of the Noteholders hereunder, it is understood and agreed that this Amendment shall not become effective upon effective, and the Company shall have no rights hereunder, until satisfaction in a manner reasonably satisfactory to the Agent of each of the following conditions (such time, condition set forth in the “Effective Time”):penultimate sentence of this Section 3 and until each Noteholder shall have received: (a) the delivery to the Agent of a counterpart copy of this Amendment executed by Borrowerthe Company, the other Credit Parties, the Agent Subsidiary Guarantors and the LendersRequired Holders; (b) a copy of the Borrower shall have delivered to Agent evidence fully executed Bank Amendment in form and substance reasonably satisfactory to Agent demonstrating thatthe Required Holders (a true, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent correct and the Lenders in accordance with the Credit Agreement: (i) EBITDA complete copy of the Credit Parties and their Subsidiaries which is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00attached hereto as Annex 2); (c) the Agent representations and warranties set forth in Section 4 of this Amendment shall have received, for the ratable benefit be true and correct as of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67date hereof; (d) payment of the Borrower shall have reimbursed Agent for all costs reasonable fees, charges and expenses (including all legal fees and expenses) disbursements of counsel to the Noteholders incurred by Agent in connection with this Amendment;Amendment (as set forth in an invoice provided by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP to the Company on or prior to the date hereof); and (e) the accuracy a fully executed copy of the representations Financial Advisor Fee, Indemnification and warranties contained Confidentiality Letter, dated as of October 2, 2009 (the “CDG Fee Letter”), by and between the Company and ▇▇▇▇▇▇, Del Genio, ▇▇▇▇▇ & Co., LLC (“CDG”) and confirmation from CDG that all outstanding fees and expenses of CDG (as set forth in Section 3 an invoice provided by CDG to the Company on or prior to the date hereof; ) have been paid in full. In addition, all corporate and other proceedings in connection with the transactions contemplated by this Amendment and all documents and instruments incident to such transactions shall be reasonably satisfactory to the Required Holders and their special counsel (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result such satisfaction to be established by the execution and delivery of this Amendment; and (h) delivery Amendment by the Required Holders). The date on which all such conditions to Agent the effectiveness of this Amendment have been met is referred to herein as the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)“Effective Date”.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to any other provision of this Amendment and without affecting in any manner the contrary set forth hereinrights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective upon satisfaction in a manner reasonably satisfactory effective, and the Borrower shall have no rights under this Amendment, until the Administrative Agent shall have received (i) such fees as the Borrower has previously agreed to pay on or prior to the date that this Amendment becomes effective to the Administrative Agent or any of its affiliates in connection with this Amendment, (ii) reimbursement or payment of its reasonable out-of-pocket costs and expenses incurred in connection with this Amendment or the Credit Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Administrative Agent) for which invoices (including estimated expenses) have been presented to the Borrower at least two (2) days before the First Amendment Date unless otherwise agreed by the Borrower and the Administrative Agent, and (iii) each of the following conditions (such time, the “Effective Time”):documents: (a) the delivery executed counterparts to the Agent of a counterpart of this Amendment executed by Borrower, from the other Credit Parties, the Agent Borrower and each of the Lenders; (b) an instrument, executed by each Loan Party, pursuant to which such Loan Party reaffirms its obligations under the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating thatSecurity Agreement, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent Subsidiary Guaranty Agreement and the Lenders in accordance with the Credit Pledge Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00as applicable; (c) the Agent shall have received, for the ratable benefit a certificate of the Lenders a closing fee Secretary or Assistant Secretary of $215,625 the Borrower, attaching and certifying copies of which Agentits bylaws and of the resolutions of its board of directors, in its capacity as a Lender authorizing the execution, delivery and for its affiliates who are Lendersperformance of this Amendment, will retain $122,083.33 and Regions Bankcertifying the name, as a Lender, will receive $93,541.67title and true signature of each officer of the Borrower executing the Amendment on behalf of the Borrower; (d) a certified copy of the certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Borrower shall and each other jurisdiction where the Borrower is required to be qualified to do business as a foreign corporation where the failure to be so qualified could reasonably be expected to have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any a Material Adverse Effect; (ge) a certificate, dated the First Amendment Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects, except to the extent that such representations and warranties specifically refer to an earlier date and (z) since March 31, 2011, there shall have been no change which has had or will arise could reasonably be expected to have a Material Adverse Effect; (f) a favorable written opinion of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., counsel to the Borrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Borrower, the Amendment and the transactions contemplated therein as a direct result of this Amendmentthe Administrative Agent or the Required Lenders shall reasonably request; and (hg) delivery certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to Agent be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of this Amendment or any of the other documents transactions contemplated thereby, and deliveries set forth on Exhibit D attached hereto (such consents, approvals, authorizations, registrations, filings and orders shall be in fully-executed formsfull force and effect and all applicable waiting periods shall have expired, where applicable)and no investigation or inquiry by any governmental authority regarding the Amendment shall be ongoing.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, It is understood and agreed that this Amendment shall become effective upon satisfaction in a manner reasonably satisfactory on the date (the “Effective Date”) when the Administrative Agent shall have received (i) such fees as the Borrower has previously agreed to pay on or prior to the date that this Amendment becomes effective to the Administrative Agent or any of its affiliates in connection with this Amendment, including without limitation the fees payable pursuant to the Fifth Amendment Fee Letter (including without limitation fees payable thereunder to the Administrative Agent for the account of each Incremental Lender), (ii) reimbursement or payment of its reasonable out-of-pocket costs and expenses incurred in connection with this Amendment or the Credit Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Administrative Agent) for which invoices (including estimated expenses) have been presented to the Borrower at least two (2) days before the Effective Date unless otherwise agreed by the Borrower and the Administrative Agent, and (iii) each of the following conditions (such time, the “Effective Time”):documents: (a) the delivery executed counterparts to the Agent of a counterpart of this Amendment executed by Borrower, from the other Credit Parties, the Agent Borrower and the Lenderseach Lender; (b) an instrument, executed by each Loan Party, pursuant to which such Loan Party reaffirms its obligations under the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating thatSecurity Agreement, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent Subsidiary Guaranty Agreement and the Lenders in accordance with the Credit Pledge Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit a certificate of the Lenders a closing fee Secretary or Assistant Secretary of $215,625 the Borrower, attaching and certifying copies of which Agentits bylaws and of the resolutions of its board of directors or any duly authorized committee thereof, in its capacity as a Lender authorizing the execution, delivery and for its affiliates who are Lendersperformance of this Amendment, will retain $122,083.33 and Regions Bankcertifying the name, as a Lender, will receive $93,541.67title and true signature of each officer of the Borrower executing the Amendment on behalf of the Borrower; (d) a certified copy of the certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Borrower shall and each other jurisdiction where the Borrower is required to be qualified to do business as a foreign corporation where the failure to be so qualified could reasonably be expected to have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any a Material Adverse Effect; (ge) a certificate, dated the Fifth Amendment Effective Date and signed by the chief financial officer, treasurer or controller of the Borrower, certifying that (w) no Default or Event of Default exists or will arise exists, (x) after giving effect to the execution and delivery of the Amendment and the funding of the Term Loans on the Fifth Amendment Effective Date, neither the Borrower nor its Subsidiaries, taken as a direct result whole, will be “insolvent”, within the meaning of this Amendmentsuch term as defined in § 101 of Title 11 of the United States Code, as amended from time to time, or be unable to pay its debts generally as such debts become due, or have an unreasonably small capital to engage in any business or transaction, whether current or contemplated, (y) all other representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects, except to the extent that such representations and warranties specifically refer to an earlier date and (z) since March 31, 2014, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (f) a favorable written opinion of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., counsel to the Borrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Borrower, the Amendment and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; and (hg) delivery certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to Agent be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of this Amendment or any of the other documents transactions contemplated thereby, and deliveries set forth on Exhibit D attached hereto (such consents, approvals, authorizations, registrations, filings and orders shall be in fully-executed formsfull force and effect and all applicable waiting periods shall have expired, where applicable)and no investigation or inquiry by any governmental authority regarding the Amendment shall be ongoing.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall not become effective until the date upon satisfaction in a manner reasonably satisfactory to the Agent of which each and every one of the following conditions have been satisfied (such time, the “Effective TimeDate”): (a) executed counterparts of this Amendment, duly executed by the delivery Company, reaffirmed by the Subsidiary Guarantor, and the Required Holders, shall have been delivered to the Agent of a counterpart of this Amendment executed by Borrower, the other Credit Parties, the Agent and the LendersNoteholders; (b) The holders of the Borrower Notes shall have delivered to Agent evidence reasonably received opinions in form and substance satisfactory to Agent demonstrating thatthe Required Holders, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA from the General Counsel of the Credit Parties Company and the Subsidiary Guarantor covering such other matters incident to the transactions contemplated hereby as the Required Holders or their Subsidiaries is not less than $11,100,000 counsel may reasonably request (“Fourth Amendment EBITDA”) and the Company hereby instructs its counsel to deliver such opinion to the holders of the Notes), and (ii) from Sidley Austin llp, special counsel for the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect Company covering such other matters incident to the transactions consummated on contemplated hereby as the Fourth Amendment Effective Date, payment of all costs Required Holders or their counsel may reasonably request (and expenses in connection therewith, and funding the Company hereby instructs its counsel to deliver such opinion to the holders of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00Notes); (c) All corporate and other organizational proceedings in connection with the Agent transactions contemplated by this Amendment and all documents and instruments incident to such transactions shall be reasonably satisfactory to the Required Holders and its special counsel, and the Required Holders and its special counsel shall have received, for received all such counterpart originals or certified or other copies of such documents as the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67Required Holders or such special counsel may reasonably request; (d) The reasonable fees and disbursements of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP relating to the Borrower transactions contemplated by this Amendment and the Letter Waiver shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent been paid in connection with this Amendmentfull; (e) the accuracy Each holder of Notes shall have received, via wire transfer, a fee in an amount equal to 10 basis points (0.10%) of the representations and warranties contained in Section 3 hereofaggregate outstanding principal amount of Notes held by such holder (which was received by such holders on August 1, 2012); (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no No Default or Event of Default exists or will arise as a direct result of this Amendmentshall have occurred and be continuing; and (hg) delivery to Agent of the other documents representations and deliveries warranties set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)Section 2 shall be true and correct as of such date.

Conditions to Effectiveness of this Amendment. Notwithstanding anything This Amendment shall be effective as of May 31, 2007 or such earlier date specified by the US Agent to Borrowers and Lenders (and evidenced by the date set forth on the first page of this Amendment) but only if on such effective date: (i) such Amendment has been signed by, and when counterparts hereof shall have been delivered to the contrary set forth hereinUS Agent or its counsel (by hand delivery, this Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to mail or telecopy) by the Agent of each of the following conditions (such timeParent, the “Effective Time”): (a) the delivery to the Agent of a counterpart of this Amendment executed by Borrower, the other Credit Parties, the Agent Borrowers and the Lenders; (bii) the Borrower each Guarantor shall have delivered to the US Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA or its counsel executed counterparts of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00Consent; (ciii) the Agent Borrowers shall have received, paid to the US Agent for the ratable pro-rata benefit of the Lenders a closing an amendment fee of equal to $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.6790,000; (div) Borrowers shall have delivered to the US Agent or its counsel a certificate certifying that the charters, bylaws (or other similar organizational documents) and resolutions authorizing the execution, delivery and performance by the Credit Parties of their obligations under the Credit Agreement and the other Loan Documents, each in the form delivered to the Agents on the Closing Date, are in full force and effect and have not been amended, rescinded or otherwise modified as of the date of this Amendment (other than an amendment to Parent’s bylaws to increase the number of members of the board of directors from five to nine); the resolutions adopted with respect to this Amendment (or that no other resolutions have been adopted) and that no further authorization or consent is required to be obtained with respect to the execution, delivery and performance of this Amendment, the Consent and the Credit Agreement as amended hereby; and an incumbency certificate for each Credit Party; and (v) the US Borrower on behalf of itself and the other Credit Parties and the UK Borrower on behalf of itself shall have reimbursed delivered to the US Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy of or its counsel a certificate certifying that the representations and warranties contained herein and in Section 3 hereof; the Loan Documents are true and correct in all material respects as of such date (f) since December 26except to the extent that such representations and warranties specifically relate to an earlier date, 2011 there shall not have occurred any Material Adverse Effect; (g) in which case they were true, correct and complete in all material respects as of such earlier date), and no Default or Event of Default exists or has occurred and will arise as a direct result of be continuing (after giving effect to this Amendment; and (h) delivery to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable).

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to the Agent as of June 29, 2001 when each and every one of the following conditions (such time, the “Effective Time”):shall have been satisfied: (a) the delivery to the The Agent of a counterpart shall have received executed counterparts of this Amendment Amendment, duly executed by Borrower, the other Credit Parties, Borrower and each of the Agent and the Lenders;Banks. (b) the Borrower The Agent shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating thatreceived an executed new Term A Note and a Term B Note for each Bank, properly completed for such Bank based upon the financial statements for the twelve month period ended September 9its Term A Loan Commitment or Term B Loan Commitment, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewithas applicable, and funding of duly executed by the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00;Borrower. (c) The Agent shall have received from the Guarantors a Consent and Agreement of Guarantors in the form of Exhibit F hereto (the "Guarantor Agreements") duly completed and executed by each Guarantor. (d) The Agent shall have received a copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance by the Borrower of this Amendment, the new Term Note A and Term Note B and the other documents to be executed by the Borrower in connection herewith, together with a certificate of an officer of the Borrower certifying as to the incumbency and the true signatures of the officers authorized to execute such documents and certifying that the Articles of Incorporation and Bylaws of the Borrower have not been amended or otherwise modified since true and accurate copies of such documents were previously furnished to the Bank. (e) the Agent shall have receivedreceived the favorable opinion of counsel to Borrower, in form and substance acceptable to the Agent and its counsel; (f) The Agent shall have received the Subsequent Warrant Registration Agreement, duly executed by the Borrower and the Banks. (g) The Agent shall have received Subsequent Warrants, properly completed for each Bank and duly executed by the Borrower and issued to the Banks ratably in accordance with their Revolving Commitment Percentages, containing an exercise price equal to the closing price per share of the Borrower's common stock on the recognized exchange on which such stock is traded at the close of trading on the date of this Amendment. (h) The Agent shall have received all certificates, instruments and other agreements representing or evidencing the Consulting Sale Collateral, together with duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Agent. (i) The Agent shall have received for the ratable benefit of the Lenders Banks a closing non-refundable restructuring fee in the amount of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67;163,750 (the "Restructuring Fee"). (dj) the The Borrower shall have reimbursed Agent for satisfied such other conditions as specified by the Agent, including payment of all costs and expenses (including all unpaid legal fees and expenses) expenses incurred by the Agent and the fees and expenses of Price Waterhouse Coopers, financial consultants to the Banks, in each case through the date of this Amendment in connection with the Credit Agreement, this Amendment and any and all other documents to be executed and delivered by any party in connection with this Amendment; Amendment (e) the accuracy of "Amendment Documents"). Upon the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result effectiveness of this Amendment; and (h) delivery amendment, the Agent shall distribute the Restructuring Fee to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (Banks ratably in fully-executed forms, where applicable)accordance with their Revolving Commitment Percentages.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to any other provision of this Amendment and without affecting in any manner the contrary set forth hereinrights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective upon satisfaction effective, and the Borrower shall have no rights under this Amendment, until the Administrative Agent shall have received (i) such fees as the Borrower has agreed to pay the Administrative Agent or any of its affiliates in a manner reasonably satisfactory connection with this Amendment, (ii) reimbursement or payment of its costs and expenses incurred in connection with this Amendment or the Credit Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Agent of Administrative Agent), and (iii) each of the following conditions (such time, the “Effective Time”):documents: (a) executed counterparts to this Amendment from the delivery to Borrower and the Agent Lenders (which may include telecopy or other electronic transmission of a counterpart signed signature page of this Amendment executed by Borrower, the other Credit Parties, the Agent and the LendersAmendment); (b) a certificate of the Secretary or Assistant Secretary of the General Partner in the form of Exhibit 3.1(b)(iv), attaching and certifying copies of (x) the bylaws, the partnership agreement, or comparable organizational documents and authorizations of the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: General Partner and (iy) EBITDA resolutions of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio board of total Funded Indebtedness directors or comparable governing body of the Credit Parties General Partner and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated General Partner on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding behalf of the Incremental Term Loan Borrower, authorizing the execution, delivery and performance of the prepayment of certain Loans on Amendment by the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00Borrower; (c) the Agent shall have received, for the ratable benefit certified copies of the Lenders a closing fee articles or certificate of $215,625 incorporation, certificate of which Agentorganization or limited partnership, in its capacity or other registered organizational documents of the Borrower and the General Partner, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Borrower and the General Partner, and each other jurisdiction where the Borrower is required to be qualified to do business as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67;foreign corporation; and (d) a favorable written opinion of counsel to the Borrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Borrower and the General Partner, the Amendment and the transactions contemplated therein as the Administrative Agent shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendment; and (h) delivery to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable).reasonably request..

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become be effective upon execution and delivery to Lender of the following documents and satisfaction in a manner reasonably satisfactory to the Agent of each of the following conditions (such timeas applicable), all of which must be in a form reasonably acceptable to Lender, and all of which shall constitute conditions precedent to the “Effective Time”):effectiveness of this Amendment: (a) the delivery to the Agent at least one (1) original of a counterpart each of this Amendment executed Amendment, the Fourth Amended and Restated Revolving Credit Note, the Letter Agreement re: extension of the overline facility, the Certificate of Validity, the Unconditional Guaranty of Payment and Performance by SunLink Health Systems, Inc., the Tax Form 8821 for New Borrower, the other Credit PartiesAmended and Restated Subordination Agreement among Borrower, the Agent Lender and SunLink Health Systems, Inc., and the LendersSubordination Agreement among Borrower, Lender, SunLink Health System, Inc. and Chatham Investment Fund I, LLC; (b) an opinion of Borrower’s and Guarantor’s counsel dated as of the Borrower shall have delivered date hereof, in form and substance reasonably acceptable to Agent evidence reasonably satisfactory Lender relating to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent this Amendment and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00contemplated herein; (c) the Agent shall have received, for the ratable benefit a Secretary’s Certificate of each entity comprising Borrower containing a unanimous consent of all members of the Lenders a closing fee board of $215,625 managers or managing member of which AgentBorrower authorizing the amendments set forth herein and the transactions contemplated hereby, in its capacity together with such entity’s governing documents and good standing certificates as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a requested by Lender, will receive $93,541.67; (d) copies of each of the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred executed loan documents relating to the $2,300,000 loan facility made by Agent in connection with this AmendmentChatham Investment Fund I, LLC to New Borrower; (e) evidence reasonably satisfactory to Lender that the accuracy of loan term for the representations and warranties contained in Section 3 hereof;indebtedness from SunLink Health Systems, Inc to Borrower has been extended to no sooner than September 30, 2005; and (f) since December 26evidence reasonably satisfactory to Lender that the indebtedness owed by Healthmont, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event Inc. to Healthmont of Default exists or will arise as a direct result of this Amendment; and (h) delivery to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (Texas, Inc. has been satisfied in fully-executed forms, where applicable)full.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to as of the Agent of date (the “Amendment No. 1 Effective Date”) each of the following conditions (such time, the “Effective Time”):precedent shall have been satisfied: (a) the delivery The Administrative Agent shall have received on or prior to the Amendment No. 1 Effective Date each of the following, each dated the Amendment No. 1 Effective Date unless otherwise indicated or agreed to by the Administrative Agent and in form and substance satisfactory to the Administrative Agent: (i) Lender Addendums in respect of a counterpart the Amendment duly executed and delivered by each of this Amendment executed by the Borrower, the other Credit Parties, the Administrative Agent and the LendersRequired Lenders under the Credit Agreement; (bii) the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon acquired the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders Westin Atlanta Airport Hotel in accordance with the Credit Agreement: (i) EBITDA terms of the Credit Parties Agreement; (iii) (A) a favorable written opinion of D▇▇▇▇▇▇, Diamond & Ash, special counsel for the Borrower, the Parent, and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) Subsidiaries, in a form reasonably acceptable to the Administrative Agent and (iiB) such other legal opinions as the Administrative Agent may reasonably request; (iv) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower certifying (A) the ratio of total Funded Indebtedness resolutions of the Credit Parties Board of Directors or the members of the Parent and their subsidiaries such other Persons approving and authorizing the execution, delivery and performance of this Amendment and the other documents required hereunder to Fourth Amendment EBITDAbe executed and delivered and (B) that there have been no changes in the organizational documents of the Parent, calculated the Borrower or any such other Persons previously delivered to the Administrative Agent on the Effective Date (or if there has been such a change, attaching a certified copy thereof); and (v) a certificate of the Parent’s chief financial officer as to the Solvency of the Parent and its Subsidiaries after giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00;contemplated hereby. (cb) the Agent There shall have receivedbeen paid to the Administrative Agent, for the ratable benefit account of itself and the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bankas applicable, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs fees and expenses (including all legal reasonable fees and expensesexpenses of counsel) incurred by Agent in connection with this Amendment; (e) due and payable on or before the accuracy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendment; and (h) delivery to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable).Amendment No. 1

Conditions to Effectiveness of this Amendment. Notwithstanding anything to any other provision of this Amendment and without affecting in any manner the contrary set forth hereinrights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective upon satisfaction in a manner reasonably satisfactory effective, and the Borrower shall have no rights under this Amendment, until the Administrative Agent shall have received (i) such fees as the Borrower has previously agreed to pay the Administrative Agent or any of its affiliates or to the Administrative Agent for the benefit of the Lenders in connection with this Amendment, (ii) reimbursement or payment of the costs and expenses of the Administrative Agent incurred in connection with this Amendment or the Credit Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Administrative Agent), and (iii) each of the following documents (the first date on which all such conditions (such timehave been satisfied, the “Effective TimeDate”): (a) the delivery executed counterparts to the Agent of a counterpart of this Amendment executed by from the Borrower, the other Credit Parties, the Agent each Subsidiary party hereto and the Lenders; (b) a certificate of the Secretary or Assistant Secretary of the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating thatand each Subsidiary party hereto, based upon attaching and certifying copies of resolutions of its board of directors, authorizing the financial statements for execution, delivery and performance of this Amendment, certifying the twelve month period ended September 9name, 2013 delivered to Agent title and the Lenders in accordance with the Credit Agreement: (i) EBITDA true signature of each officer of the Credit Parties Borrower or Subsidiaries, as applicable, executing this Amendment and their Subsidiaries is confirming that the articles of incorporation and bylaws have not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) changed since the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Closing Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) a favorable written opinion of counsel to the Borrower, addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, this Amendment and the transactions contemplated herein as the Administrative Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67reasonably request; (d) certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment;each Subsidiary party hereto; and (e) the accuracy certified copies of all consents, approvals, authorizations, registrations and filings and orders, if any, required to be made or obtained under any applicable Law, or by any material contractual obligation of the representations Borrower and warranties contained each Subsidiary party hereto, in Section 3 hereof; (f) since December 26connection with the execution, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result delivery, performance, validity and enforceability of this Amendment; and (h) delivery to Agent Amendment or any of the other documents transactions contemplated hereby, and deliveries set forth on Exhibit D attached hereto (such consents, approvals, authorizations, registrations, filings and orders shall be in fully-executed formsfull force and effect and all applicable waiting periods shall have expired, where applicable)and no investigation or inquiry by any Governmental Authority related thereto shall be ongoing.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to the Agent of each as of the following conditions (date of this Amendment first set forth above provided, and at such time, that the “Effective Time”):following agreements, documents and other items shall have been executed and delivered to the Lender by the party indicated, each of which agreements, documents and other items shall be in form and substance acceptable to the Lender: (a) the delivery The Borrower shall have executed and delivered to the Agent of a counterpart of Lender this Amendment executed by Borrower, the other Credit Parties, the Agent and the Lenders;Amendment. (b) the The Borrower shall have executed and delivered to Agent evidence reasonably satisfactory the Lender the Second Amended and Restated Second Supplement to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 Master Loan Agreement (Term Revolving Loan) of even date herewith. (c) The Borrower shall have executed and delivered to Agent the Lender the Second Amended and Restated Term Revolving Note in the Lenders in accordance with original principal amount of $50,000,000.00 of even date herewith. (d) The Borrower shall have executed and delivered to the Credit AgreementLender the Fourth Amended and Restated Mortgage of even date herewith. 122746 / 4825-0148-5006 v4 (e) The Borrower shall have paid to the Lender the following costs, fees and expenses: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and loan amendment fee required by Lender, if any; (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent the Lender in connection with the negotiation, preparation, review and execution of this Amendment; Amendment and all documents and agreements required or contemplated hereby; and (eiii) fees incurred or to be incurred by the accuracy of Lender in closing the representations transactions contemplated by this Amendment and warranties contained in Section 3 hereof;recording and filing any related documents. (f) since December 26, 2011 there The Borrower shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise taken such actions and executed such documents and agreements as a direct result shall be reasonably requested by Lender to effect the terms and conditions of this Amendment; and (h) delivery to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable).

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become be effective upon execution and delivery to Lender of the following documents and satisfaction in a manner reasonably satisfactory to the Agent of each of the following conditions (such timeas applicable), all of which must be in a form reasonably acceptable to Lender, and all of which shall constitute conditions precedent to the “Effective Time”):effectiveness of this Amendment: (a) the delivery to the Agent at least one (1) original of a counterpart each of this Amendment, the Amendment executed No. 4 to Secured Term Note, the Unconditional Guaranty of Payment and Performance by SunLink Health Systems, Inc., the Amended and Restated Subordination Agreement among Borrower, the other Credit PartiesLender and SunLink Health Systems, the Agent Inc., and the LendersSubordination Agreement among Borrower, Lender, SunLink Health Systems, Inc. and Chatham Investment Fund I, LLC; (b) an opinion of Borrower’s and Guarantor’s counsel dated as of the Borrower shall have delivered date hereof, in form and substance reasonably acceptable to Agent evidence reasonably satisfactory Lender relating to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent this Amendment and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00contemplated herein; (c) the Agent shall have received, for the ratable benefit a Secretary’s Certificate of each entity comprising Borrower containing a unanimous consent of all members of the Lenders a closing fee board of $215,625 managers or managing member of which AgentBorrower authorizing the amendments set forth herein and the transactions contemplated hereby, in its capacity together with such entity’s governing documents and good standing certificates as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a requested by Lender, will receive $93,541.67; (d) copies of each of the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred executed loan documents relating to the $2,300,000 loan facility made by Agent in connection with this AmendmentChatham Investment Fund I, LLC to New Borrower; (e) evidence reasonably satisfactory to Lender that the accuracy of loan term for the representations and warranties contained in Section 3 hereof;indebtedness from SunLink Health Systems, Inc to Borrower has been extended to no sooner than September 30, 2005; and (f) since December 26evidence reasonably satisfactory to Lender that the indebtedness owed by Healthmont, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event Inc. to Healthmont of Default exists or will arise as a direct result of this Amendment; and (h) delivery to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (Texas, Inc. has been satisfied in fully-executed forms, where applicable)full.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to on the Agent of each of date on which the following conditions precedent have been satisfied or waived (the date on which such timeconditions shall have been so satisfied or waived, the “First Amendment Effective TimeDate”): (a) the delivery to the The Administrative Agent of shall have received a counterpart of this Amendment Amendment, executed and delivered by Borrower, a duly authorized officer of the other Credit Parties, the Agent Parent Borrower and the Lenders;each Lender. (b) the Borrower The Loan Parties shall have executed and delivered to the Administrative Agent evidence reasonably satisfactory a guarantee and collateral acknowledgment in the form attached hereto as Exhibit D with respect to the guarantees and Liens created under the Loan Documents. (c) The Administrative Agent demonstrating thatshall have received all fees required to be paid, based upon and all expenses for which invoices have been presented (including the financial statements for reasonable and documented out-of-pocket fees and expenses of legal counsel), on or before the twelve month period ended September 9First Amendment Effective Date. (d) The Administrative Agent shall have received the legal opinion of ▇▇▇▇▇ Lovells LLP, 2013 delivered counsel to Agent each of the Parent Borrower and the Lenders New Borrower (as defined below). Such legal opinion shall cover such matters incidental to the transactions contemplated by this Amendment as the Administrative Agent may reasonably require. (e) The Administrative Agent shall have received (i) a certificate of each Borrower, dated the date hereof, substantially in accordance with the form of Exhibit C to the Credit Agreement: (i) EBITDA , with appropriate insertions and attachments, including the certificate of incorporation of each Borrower certified by the relevant authority of the Credit Parties and their Subsidiaries is jurisdiction of organization of each Borrower or a certification that such documents have not less than $11,100,000 (“Fourth Amendment EBITDA”) been amended since such documents were previously delivered to the Administrative Agent and (ii) a long-form good standing certificate for each Borrower from the ratio applicable jurisdiction of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy of the representations and warranties contained in Section 3 hereof;organization. (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; Immediately prior to and after giving effect to this Amendment (gi) no Default or Event of Default exists shall have occurred and be continuing and (ii) each of the representations and warranties made by any Loan Party in or will arise pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except that any representations and warranties which expressly relate to an earlier date shall be true and correct in all material respects as of such earlier date). (g) The Administrative Agent shall have received a direct result certificate signed by a duly authorized officer of the Parent Borrower certifying that the conditions specified in clause (f) of this Amendment; andSection 3 have been satisfied as of the First Amendment Effective Date. (h) delivery to Agent The Administrative agent shall have received (a) a Notice of Designation designating Colony Capital Investment Holdco, LLC (the “New Borrower”) as a Subsidiary Borrower, (b) a Subsidiary Borrower Joinder Agreement signed by a duly authorized officer of the New Borrower and (c) a certificate signed by a duly authorized officer of the New Borrower certifying that the conditions specified in Section 3 of the Subsidiary Borrower Joinder Agreement have been satisfied. (i) The Lenders shall have received, to the extent requested by the Administrative Agent in writing at least ten (10) days prior to the Closing Date, all documentation and other documents information required by regulatory authorities under applicable “know your customer” and deliveries set forth on Exhibit D attached hereto anti-money laundering rules and regulations, including the USA PATRIOT Act, in each case at least five (in fully-executed forms, where applicable)5) days prior to the Closing Date.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth hereinThis Amendment shall not become effective until, this Amendment and shall become effective upon satisfaction in a manner reasonably satisfactory to the Agent as of May 1, 2000 when, each and every one of the following conditions (such time, the “Effective Time”):shall have been satisfied: (a) the delivery to the The Agent of a counterpart shall have received executed counterparts of this Amendment Amendment, duly executed by Borrower, the other Credit Parties, Borrower and each of the Agent and the Lenders;Banks. (b) the Borrower The Agent shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon received from the financial statements for Guarantors a Consent and Agreement of Guarantors in the twelve month period ended September 9, 2013 delivered to Agent form of Exhibit B hereto (the "Guarantor Agreements") duly completed and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00;executed by each Guarantor. (c) the The Agent shall have receivedreceived an Amended and Restated Security Agreement for Norstan Communications, for Inc. and a UCC-3 financing statement recordable with the ratable benefit Secretary of State of Minnesota covering the Lenders a closing fee of $215,625 of which Agentcollateral description set forth therein, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67;each duly executed by such entity. (d) the Borrower The Agent shall have reimbursed received Security Agreements granting to the Agent for the benefit of the Banks, a security interest in substantially all costs of the personal property of NFS and expenses Norstan Canada (including all legal fees except, unless such entities shall have consented to such grant, personal property covered by any financing statements existing on the date hereof and expensesnaming Sanwa Business Credit Corporation, Sanwa Bank Canada or Fleet Business Credit Corporation as secured party), duly executed by NFS and Norstan Canada Ltd., together with proper financing statements (Form UCC-1) incurred by Agent in connection executed and suitable for filing under the Uniform Commercial Code and recordable with this Amendment;the Minnesota Secretary of State. (e) The Agent shall have received UCC financing statements in form and substance acceptable to the accuracy Agent executed by the Borrower and the Guarantors (other than NFS and Norstan Canada, Ltd.) covering the collateral granted to the Agent by such entity in its Security Agreement and recordable in each jurisdiction (other than Minnesota) in which such entity maintains a material amount of the representations and warranties contained in Section 3 hereof;inventory or equipment. (f) since December 26The Agent shall have received the favorable opinion of counsel, 2011 there which opinion shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendment; and (h) delivery be in form and substance satisfactory to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)Agent.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, The effectiveness of this Amendment shall become effective upon is subject to satisfaction in a manner reasonably satisfactory to (or waiver by the Agent of each Required Lenders and the Administrative Agent) of the following conditions (such time, the “Effective Time”):precedent: (a) the delivery to the Agent receipt of a counterpart duly executed counterparts of this Amendment executed by Borrowerfrom (i) the Borrower and each Guarantor, (ii) Lenders constituting the other Credit Parties, Required Lenders and (iii) the Agent and the LendersAdministrative Agent; (b) the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating thatreceipt of an Officer’s Certificate, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA signed by a Financial Officer of the Credit Parties Lead Borrower, certifying that at the time of and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated immediately after giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists shall have occurred or will arise be continuing; (c) receipt of a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a direct result recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority; (d) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated as of the date hereof and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the date hereof, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of this Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certified copy furnished pursuant to clause (c) above, and (D) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party; and (he) delivery to Agent substantially concurrently with entering into this Amendment, Holdings and C1H shall have executed and delivered the Term Loan Agreement, dated as of the other documents date hereof, by and deliveries set forth among Holdings, C1H, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch as administrative agent and collateral agent (“CS”); (f) Holdings and each Borrower shall have executed and delivered an acknowledgment to the Intercreditor Agreement, dated as of the date hereof, by and among the Administrative Agent and CS; and (g) the Borrower shall have paid to the Administrative Agent, to the extent invoiced no later than the Business Day immediately preceding the Amendment Effective Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to this Amendment) on Exhibit D attached hereto or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (in fully-executed formsincluding, where applicable)without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall --------------------------------------------- become effective upon satisfaction in a manner reasonably satisfactory to when the Agent shall have received at least eight (8) counterparts of this Amendment, duly executed by the Company and each of Bank and acknowledged by NCFC, provided the following conditions (such time, the “Effective Time”):are satisfied: (a) the delivery Before and after giving effect to the Agent of a counterpart of this Amendment executed by BorrowerAmendment, the other representations and warranties of the Company in Section 3 of the Credit PartiesAgreement and Section 5 of the Pledge and Security Agreement, and of NCFC in Section 15 of the Agent Guaranty, shall be true and correct as though made on the Lenders;date hereof, except for changes that are permitted by the terms of the Credit Agreement. (b) the Borrower Before and after giving effect to this Amendment, no Event of Default and no Unmatured Event of Default shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent occurred and the Lenders in accordance with be continuing under the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00;. (c) No material adverse change in the Agent business, assets, financial condition or prospects of the Company or NCFC shall have received, for occurred since the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67;Effective Date. (d) the Borrower The following shall have reimbursed Agent for all costs been delivered to the Agent, each duly executed or certified, as the case may be, and expenses dated as of the date of delivery thereof: (including all legal fees and expensesi) incurred an amendment to the Guaranty, in the form of Exhibit C hereto, duly executed by Agent in connection with this Amendmentthe Guarantor; (eii) the accuracy certified copies of resolutions of the representations Board of Directors of the Company authorizing or ratifying the execution, delivery and warranties contained performance of this Amendment, the Working Capital Security Agreement, the New Note(s) and the amendment to the Guaranty described in Section 3 hereofclause (i) above; (fiii) since December 26, 2011 there shall not have occurred a certified copy of any Material Adverse Effectamendment or restatement of the Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Banks; (giv) no Default certified copies of all documents evidencing any necessary corporate action, consent or Event of Default exists governmental or will arise as a direct result of regulatory approval (if any) with respect to this Amendment, the Working Capital Security Agreement, the New Note(s) and the amendment to the Guaranty described in clause (i) above; (v) a favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇, General Counsel to NCFC and senior legal counsel to the Company, addressed to the Banks, as to the matters and to the effect set forth on Exhibit B hereto; and (hvi) delivery to such other documents, instruments, opinions and approvals as the Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)may reasonably request.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to any other provision of this Amendment and without affecting in any manner the contrary set forth hereinrights of the Noteholders hereunder, it is understood and agreed that this Amendment shall not become effective upon effective, and the Company shall have no rights hereunder, until satisfaction in a manner reasonably satisfactory to the Agent of each of the following conditions (such time, condition set forth in the “Effective Time”):last sentence of this Section 3 and until each Noteholder shall have received: (a) the delivery to the Agent of a counterpart copy of this Amendment executed by Borrowerthe Company, the other Credit Parties, the Agent Subsidiary Guarantors and the LendersRequired Holders; (b) the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA a fully executed copy of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Bank Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00No. 2; (c) the Agent shall have received, for the ratable benefit fully executed copies of the Lenders a closing fee of $215,625 of which AgentShared Security Agreement and such other Shared Security Documents as the Required Holders shall deem appropriate in their reasonable discretion, together with such financing statements and other documentation required to perfect the Liens created by the Shared Secured Documents as the Required Holders shall deem appropriate in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67their reasonable discretion; (d) a fully executed copy of the Borrower Intercreditor and Collateral Trust Agreement; (e) an amendment fee in an amount equal to 0.0625% of the outstanding principal amount of the Notes held by such Noteholder (such fee to be paid in the manner and to the account specified in the Note Purchase Agreement for payments of principal and interest in respect of the Notes or to such other account as such Noteholder shall have reimbursed Agent for all costs specified in writing to he Company); (f) favorable opinions of counsel from the Obligors’ in-house attorney and expenses L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC in form and substance reasonably satisfactory to the Required Holders and covering such matters (including all legal fees as to the perfection of the security interest created pursuant to the Shared Security Documents, the enforceability of the 2002 Note Documents, the valid organization, good standing and expensesdue authorization of the Obligors, and the lack of any conflicts of the Obligors (including with respect to any material agreements)) as the Required Holders shall reasonably request; and (g) payment of the reasonable fees, charges and disbursements of counsel to the Noteholders incurred by Agent in connection with this Amendment; . In addition, all corporate and other proceedings in connection with the transactions contemplated by this Amendment and all documents and instruments incident to such transactions shall be satisfactory to the Required Holders and their special counsel (e) such satisfaction to be established by the accuracy of the representations execution and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result delivery of this Amendment; and (h) delivery Amendment by the Required Holders). The date on which all such conditions to Agent the effectiveness of this Amendment have been met is referred to herein as the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)“Effective Date”.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to as of the Agent of each of date the following conditions precedent have been satisfied (such time, the “Second Amendment Effective TimeDate”): (a) the delivery Administrative Agent shall have received Extending Lender Consents duly executed and delivered by Term Loan Lenders holding, in aggregate, Term Loans in an amount equal to the Agent of a counterpart of this Amendment executed by Borrower, the other Credit Parties, the Agent and the Lendersor greater than $250,000,000; (b) the Borrower Administrative Agent shall have received (i) this Amendment, duly executed and delivered to Agent evidence reasonably satisfactory to Agent demonstrating thatby each of the Borrower, based upon the financial statements for Loan Parties, the twelve month period ended September 9, 2013 delivered to Administrative Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) Collateral Agent, and (ii) Extending Lender Consents, in the ratio of total Funded Indebtedness of form attached hereto as Annex A (the Credit Parties “Extending Lender Consents”), or Non-Extending Lender Consents, in the form attached hereto as Annex B (the “Non-Extending Lender Consents” and, together with the Extending Lender Consents, the “Lender Consents”), duly executed and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to delivered by the transactions consummated on Lenders constituting the Fourth Amendment Effective Date, payment of all costs Requisite Lenders and expenses in connection therewith, and funding of the Incremental Lenders constituting the Requisite Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00Lenders; (c) the Administrative Agent shall have receivedreceived a favorable opinion of (i) ▇▇▇▇▇▇ & Bird, for LLP, counsel to the ratable benefit Loan Parties, (ii) other local counsel satisfactory to the Administrative Agent and (iii) ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel to the Loan Parties as to FCC matters, dated as of the Lenders a closing fee of $215,625 of which Second Amendment Effective Date and addressed to the Administrative Agent, the Lenders and the Issuers, in its capacity as a Lender form and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67substance satisfactory to the Administrative Agent; (d) the Borrower shall have reimbursed Agent for all costs immediately before and expenses (including all legal fees and expenses) incurred by Agent in connection with after giving effect to this Amendment; , (ei) the accuracy of the representations and warranties contained set forth in Article IV of the Restated Credit Agreement and in the other Loan Documents are true and correct in all material respects on and as of such date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date, (ii) the representations and warranties set forth in Section 3 hereof; 9 are true and correct in all material respects and (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (giii) no Default or Event of Default exists has occurred and is continuing, and the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower, dated as of the Second Amendment Effective Date and in form and substance satisfactory to the Administrative Agent, certifying the foregoing; (e) before and after giving effect to the Extended Term Loans described in this Amendment, such Extended Term Loans do not violate any Requirement of Law on the date of or will arise immediately following such Extended Term Loans and are not enjoined temporarily, preliminarily or permanently; (f) the Borrower shall have paid to the Administrative Agent, (i) for the ratable benefit of each Lender that has executed and delivered an Extending Lender Consent or a Non-Extending Lender Consent to the Administrative Agent on or prior to the Consent Due Date, an amendment fee in an amount equal to 0.20% of such Lender’s Revolving Credit Commitments and/or Term Loans, as a direct result applicable, on the Second Amendment Effective Date and (ii) all other fees and expenses due and payable on or before the Second Amendment Effective Date in connection herewith; (g) the Borrower shall have paid all fees and expenses (including the reasonable fees and expenses of Weil, Gotshal & ▇▇▇▇▇▇ LLP) incurred by the Administrative Agent and invoiced in connection with the preparation, negotiation and execution of this Amendment or otherwise required to be paid in connection with this Amendment; and (h) delivery to the Administrative Agent of shall have received such other certificates, documents, agreements and information respecting any Loan Party as the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)Administrative Agent may request.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to as of the Agent of each of date on which the following conditions precedent have been satisfied (such time, the “Effective TimeDate”): (a) the delivery to the Administrative Agent of a counterpart shall have received counterparts of this Amendment duly executed and delivered by Borrowereach of the Borrowers, the other Credit PartiesGuarantor, the Agent Administrative Agent, the Required Lenders, and the Lenderseach Extending Lender; (b) the Borrower Administrative Agent shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon received a certificate of a Responsible Officer or the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: Secretary or Assistant Secretary of (i) EBITDA each Loan Party (or the general partner thereof) dated the Effective Date certifying that (A) attached thereto are the resolutions and consent of such Loan Party’s (or general partner thereof’s) Board of Directors (or similar governing body) approving and authorizing the execution, delivery and performance of this Amendment and the extension of the Scheduled Maturity Date of each Extending Lender effected pursuant to Section 2, (B) there have been no amendments or other modifications to the Constituent Documents of such Loan Party since the Amendment No. 3 Effective Date (or, solely with respect to Gulf South, the Amendment No. 4 Effective Date) or attaching thereto true, correct, and complete copies of any such amendments or modifications or the amended or otherwise modified Constituent Documents of such Loan Party, and (C) attached thereto are the names and true signatures of each officer of such Loan Party (or general partner thereof) that has been authorized to execute and deliver any Loan Document or other document required under the Credit Parties Agreement to be executed and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) delivered by or on behalf of such Loan Party and (ii) each of BGL and the ratio of total Funded Indebtedness of General Partner dated the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect Effective Date certifying that there have been no amendments or other modifications to the transactions consummated on Constituent Documents of such Person since the Fourth Amendment No. 3 Effective DateDate or attaching thereto true, payment of all costs and expenses in connection therewithcorrect, and funding complete copies of any such amendments or modifications or the Incremental Term Loan and the prepayment amended or otherwise modified Constituent Documents of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00such Person; (c) all governmental and third party approvals necessary in connection with this Amendment and the Agent transactions contemplated by the Loan Documents shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, been obtained and be in its capacity as a Lender full force and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67effect; (d) the Borrower Borrowers shall have reimbursed Agent for paid all costs other fees and expenses (including reasonable fees of counsel) which are then due and payable to the Administrative Agent or the Lenders, including all legal fees due and expenses) incurred by Agent in connection with this Amendmentpayable under that certain Fee Letter dated as of June 30, 2023, among the Borrowers, ▇▇▇▇▇ Fargo Securities, LLC, and ▇▇▇▇▇ Fargo Bank, N.A.; (e) the accuracy Administrative Agent shall have received a certificate of good standing, dated as of a recent date, from the Secretary of State of the State of Delaware with respect to each Loan Party, BGL, and the General Partner; and (f) the representations and warranties contained made by each Loan Party in Section 3 5 shall be true and correct on the date hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendment; and (h) delivery to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable).

Conditions to Effectiveness of this Amendment. Notwithstanding anything to any other provision of this Amendment and without affecting in any manner the contrary set forth hereinrights of the Noteholders hereunder, it is understood and agreed that this Amendment shall not become effective upon satisfaction effective, and the Company shall have no rights under this Amendment, until the Noteholders shall have received (i) such other fees as the Company has previously agreed to pay the Noteholders or any of its affiliates in a manner reasonably satisfactory connection with this Amendment, (ii) reimbursement or payment of its costs and expenses incurred in connection with this Amendment or the Note Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Agent of Administrative Agent), and (iii) each of the following conditions (such time, the “Effective Time”):documents: (a) the delivery executed counterparts to the Agent of a counterpart of this Amendment executed by Borrowerfrom the Company, each of the Guarantors (other Credit Parties, the Agent than Guarantors that are Foreign Subsidiaries) and the LendersNoteholders; (b) executed counterparts to an Intercreditor Agreement to be executed on the Borrower shall have date hereof by KeyBank National Association, as the Bank Agent and Collateral Agent, the Noteholders, the holders of the Bank Indebtedness and the “Obligors” as defined therein; (c) evidence that each Obligor that has a first-tier Foreign Subsidiary has executed and delivered to the Collateral Agent evidence reasonably for the joint benefit of the Noteholders and the Banks, a Pledge Agreement in form and substance satisfactory to the Noteholders pursuant to which 65% of the outstanding shares or other equity interest of such first-tier Foreign Subsidiary has been pledged to the Collateral Agent demonstrating thatto secure the Obligations of the Obligors; (d) a duly executed officer’s certificate (or comparable domestic or foreign documents) from an officer of each Obligor certifying the names of the officers of such Obligor authorized to sign this Amendment, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent Intercreditor Agreement and the Lenders in accordance other documents contemplated hereby, together with the Credit Agreement: true signatures of such officers and certified copies of (i) EBITDA the resolutions of the Credit Parties board of directors (or comparable domestic or foreign documents) of such Obligor evidencing approval of the execution and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) delivery of such documents, and (ii) the ratio organizational documents of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendmentsuch Obligor; (e) a good standing certificate or full force and effect certificate, as the accuracy case may be, for each Obligor, issued within ten days prior to the First Amendment Date by the Secretary of State in the representations and warranties contained in Section 3 hereofstate or states where such Obligor is incorporated or formed or qualified as a foreign entity; (f) since December 26an opinion of counsel for each Obligor, 2011 there shall not have occurred any Material Adverse Effectin form and substance satisfactory to the Noteholders and Collateral Agent; (gi) no Default or Event the results of Default exists or will arise Uniform Commercial Code lien searches, satisfactory to Noteholders, (ii) the results of federal and state tax lien and judicial lien searches, satisfactory to Noteholders, and (iii) Uniform Commercial Code termination statements reflecting termination of all U.C.C. Financing Statements previously filed by any Person and not expressly permitted pursuant to the Note Agreement, including those naming AmSouth as secured party; (h) evidence that the Credit Agreement by and among the Company, certain Subsidiaries, AmSouth Bank, and certain financial institutions party thereto, dated as of May 1, 2003, as amended, shall have been terminated, which termination shall be deemed to have occurred upon payment in full of all of the Debt outstanding thereunder and termination of the commitments established therein; (i) true and correct copies of the new Credit Agreement with KeyBank as administrative agent, and any other long-term debt instrument to which any Company is a direct result of this Amendmentparty (excluding the Note Agrements), certified by a financial officer as true and complete; and (hj) delivery to Agent of the such other documents items and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)shall have satisfied such other conditions as may be reasonably required by Noteholders.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to on the Agent of each of the following conditions first date (such timedate, the “Effective TimeFourth Amendment Closing Date”):) when: (a) the delivery to the Agent of a counterpart of this Amendment shall have been executed and delivered by the Borrower, the each Subsidiary Guarantor, each 2023 Term B Lender party hereto, each other Credit Parties, the Agent Lender party hereto and the LendersAdministrative Agent; (b) the Borrower Administrative Agent shall have delivered received all fees and other amounts due and payable to Agent evidence reasonably satisfactory any Person on or prior to Agent demonstrating thatthe Fourth Amendment Closing Date, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: including (i) EBITDA those fees payable for the account of each 2023 Term B Lender as agreed in writing on or prior to the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) date hereof and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on extent invoiced prior to the Fourth Amendment Effective Closing Date, reimbursement or payment of all costs reasonable and documented out-of-pocket expenses of the Administrative Agent and 2023 Term B Lenders (including the reasonable and documented legal fees and expenses in connection therewithof ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, and funding of the Incremental Term Loan special counsel to Deutsche Bank Securities Inc. and the prepayment of certain Loans on Administrative Agent), in each case, to the Fourth Amendment Effective Date, is equal extent required to be reimbursed or less than 3.50:1.00paid by the Borrower under any Loan Document; (c) at the Agent time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender occurred and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67be continuing on such date; (d) each of the Borrower representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall have reimbursed Agent for be true and correct in all costs material respects (except that any representation and expenses warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (including except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all legal fees and expenses) incurred by Agent in connection with this Amendmentrespects); (e) the accuracy of Administrative Agent shall have received, at least three business days prior to the representations Fourth Amendment Closing Date, all documentation and warranties contained other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in Section 3 hereofeach case to the extent requested by the Administrative Agent from the Borrower in writing at least five business days prior to the Fourth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower; (f) since December 26, 2011 there the Administrative Agent shall not have occurred any Material Adverse Effectreceived a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) of this Section 2 have been satisfied; (g) no Default the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or Event other action and incumbency certificates of Default exists or will arise Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a direct result Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fourth Amendment Closing Date (or, where applicable, a certification that there have been no changes to such certificates, Organization Documents or other action and incumbency certificates of this Amendmenteach Loan Party delivered to the Administrative Agent on the Third Amendment Effective Date); and (h) delivery the Administrative Agent shall have received a favorable written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Borrower addressed to the Administrative Agent of and the other documents and deliveries set forth on Exhibit D attached Lenders party hereto (in fully-executed forms, where applicable).a form reasonably satisfactory to the Administrative Agent; and

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to on the Agent of each of the following conditions first date (such timedate, the “Effective TimeFifth Amendment Closing Date”):) when: (a) the delivery to the Agent of a counterpart of this Amendment shall have been executed and delivered by the Borrower, the each Subsidiary Guarantor, each 2024 Term B Lender party hereto, each other Credit Parties, the Agent Lender party hereto and the LendersAdministrative Agent; (b) the Borrower Administrative Agent shall have delivered received all fees and other amounts due and payable to Agent evidence reasonably satisfactory any Person on or prior to Agent demonstrating thatthe Fifth Amendment Closing Date, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: including (i) EBITDA those fees payable for the account of each 2024 Term B Lender as agreed in writing on or prior to the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) date hereof and (ii) to the ratio extent invoiced prior to the Fifth Amendment Closing Date, reimbursement or payment of total Funded Indebtedness all reasonable and documented out-of-pocket expenses of the Administrative Agent and 2024 Term B Lenders (including the reasonable and documented legal fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to ▇▇▇▇▇ Fargo and the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document; (c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date; (d) each of the representations and warranties made by any Loan Party set forth in Article V of the Credit Parties Agreement or in any other Loan Document shall be true and their subsidiaries correct in all material respects (except that any representation and warranty that is qualified as to Fourth Amendment EBITDA“materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, calculated giving pro forma effect except to the transactions consummated extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects); (e) the Administrative Agent shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower; (f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) of this Section 2 have been satisfied; (g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Date (or, where applicable, a certification that there have been no changes to such certificates, Organization Documents or other action and incumbency certificates of each Loan Party delivered to the Administrative Agent on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendment); and (h) delivery the Administrative Agent shall have received a favorable written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Borrower addressed to the Administrative Agent of and the other documents and deliveries set forth on Exhibit D attached Lenders party hereto (in fully-executed forms, where applicable).a form reasonably satisfactory to the Administrative Agent; and

Conditions to Effectiveness of this Amendment. Notwithstanding anything to This Amendment and the contrary set forth herein, this Amendment amendments contained herein shall become effective upon on the date (the “Amendment No. 3 Effective Date”) when each of the conditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of each of (i) the Borrower, (ii) the Administrative Agent, (iii) the Guarantors, (iv) the Required Lenders, (v) each Term A Lender, or in a manner lieu of one or more Term A Lenders, one or more Additional Term A Lenders providing Additional Term A Commitments in an amount sufficient to refinance all of the principal of the Term Loans owed to the non-consenting Term Lenders and (vi) each Revolving Credit A Lender, or in lieu of one or more Revolving Credit A Lenders, one or more Additional Revolving Credit A Lenders providing Additional Revolving Credit A Commitments in an amount sufficient to refinance all of the principal of the Revolving Credit Loans owed to the non-consenting Revolving Credit Lenders, or as to any of the foregoing parties, advice reasonably satisfactory to the Administrative Agent of that each of the following conditions (such time, the “Effective Time”): (a) the delivery to the Agent of foregoing parties has executed a counterpart of this Amendment executed by Borrower, the other Credit Parties, the Agent and the LendersAmendment; (b) the The Borrower shall have delivered to provided the Administrative Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders with a notice in accordance with the Credit Agreement: (irequirements of Section 2.05(a) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect Agreement three Business Days prior to the transactions consummated on Amendment No. 3 Effective Date with respect to the Fourth Amendment Effective Date, payment refinancing in full of all costs any Term Loans and expenses in connection therewith, Revolving Credit Loans from the proceeds of Additional Term A Loans and funding of the Incremental Additional Revolving Credit A Loans made by Additional Term Loan A Lenders and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00Additional Revolving Credit A Lenders; (c) the Agent The Borrower shall have received, for provided the ratable benefit Administrative Agent with a Committed Loan Notice in accordance with the requirements of Section 2.02(a) of the Lenders a closing fee Credit Agreement three Business Days prior to the Amendment No. 3 Effective Date with respect to the borrowing of $215,625 of which Agent, in its capacity as a Lender the Term A Loans and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67Revolving Credit A Loans to be made on the Amendment No. 3 Effective Date; (d) the The Borrower shall have reimbursed Agent for paid (i) all reasonable costs and expenses (including all legal fees the reasonable fees, charges and expensesdisbursements of counsel to the Administrative Agent) incurred by Agent in connection with the preparation, negotiation and execution of this AmendmentAmendment and (ii) all fees previously agreed with the Administrative Agent; (e) Each Term A Lender and Revolving Credit A Lender shall have received, if requested, one or more Notes payable to the accuracy order of such Lender duly executed by the Borrower in substantially the form of Exhibits C-1 and C-2 respectively to the Credit Agreement, as modified by this Amendment, evidencing the Term A Loans and the Revolving Credit A Loans; (f) The Borrower shall have paid to all the Term Lenders and all the Revolving Credit Lenders all accrued and unpaid interest on the Term Loans and the Revolving Credit Loans to (but not including) the Amendment No. 3 Effective Date plus any breakage, loss or expense due pursuant to Section 10.04 of the Credit Agreement; (g) The Administrative Agent shall have received certified copies of (i) the resolutions of the Board of Directors of each Loan Party evidencing approval for this Amendment and all matters contemplated hereby and (ii) all documents evidencing other necessary corporate action and governmental and other third party approvals and consents if any, with respect to this Amendment and the matters contemplated hereby; (h) The Administrative Agent shall have received favorable opinions of (i) D▇▇▇▇ ▇▇▇▇, senior attorney of the Loan Parties, and (ii) King & Spalding, special counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in this Amendment (and the Credit Agreement as amended hereby) and such other matters concerning the Loan Parties, the Loan Documents and this Amendment as the Administrative Agent or Lenders may reasonably request; and (i) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Loan Parties certifying (i) the identity, authority and capacity of each Responsible Officer of the Loan Parties authorized to sign this Amendment and the other documents to be delivered hereunder, (ii) that no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body, or any third party to any agreements and instruments of any Loan Party is required for the due execution, delivery or performance by the Loan Parties of this Amendment, (iii) that the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise this Amendment are true and correct as a direct result of this Amendment; and (h) delivery to Agent of the other documents Amendment No. 3 Effective Date and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)iv) that no event has occurred and is continuing that constitutes a Default.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to on the Agent of each of date (such date, if any, the “Amendment No. 2 Effective Date”) that the following conditions (such time, the “Effective Time”):have been satisfied: (a) the delivery to the The Administrative Agent of a counterpart of this Amendment shall have received executed by Borrowersignature pages hereto from each Loan Party, CI Cerveza, the other Credit Parties, the Administrative Agent and the Lenderseach Lender listed on Schedule 2.01 to Annex A; (b) The Administrative Agent shall have received all fees required to be paid, including all expenses required to be paid or reimbursed under the Third Amended and Restated Credit Agreement for which invoices have been presented a reasonable period of time prior to the Amendment No. 2 Effective Date, on or before the Amendment No. 2 Effective Date and each Borrower shall have delivered paid to Agent evidence reasonably satisfactory to Agent demonstrating that▇▇▇▇▇▇▇ Lynch, based upon the financial statements for the twelve month period ended September 9Pierce, 2013 delivered to Agent and the Lenders ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated such fees as have been separately agreed in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00writing by such parties; (c) the Agent shall have received, for the ratable benefit The representations and warranties of the Lenders Borrowers set forth in Article III of the Third Amended and Restated Credit Agreement (as set forth as Annex A hereto) shall be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects), except where any representation and warranty is expressly made as of a closing fee specific earlier date, such representation and warranty shall be true in all material respects as of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67any such earlier date; (d) the Borrower The Administrative Agent shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred received Notes executed by Agent the applicable Borrower in connection with this Amendmentfavor of each Lender requesting a Note at least five Business Days prior to the Amendment No. 2 Effective Date; (e) The Administrative Agent shall have received a certificate in a form reasonably satisfactory to the accuracy Administrative Agent signed by a Responsible Officer of the representations Company certifying that the conditions specified in Sections 4.02(a) and warranties contained in Section 3 hereof(b) of the Third Amended and Restated Credit Agreement (as set forth as Annex A hereto) have been satisfied; (f) since December 26The Administrative Agent shall have received the executed legal opinions of (i) ▇▇▇▇▇ Peabody LLP, 2011 there shall not have occurred any Material Adverse EffectU.S. counsel to the Borrowers and (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ counsel to the European Borrower, each in form reasonably satisfactory to the Administrative Agent; (g) no Default The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or Event of Default exists or will arise as a direct result of this Amendmentits counsel may reasonably request in form and substance reasonably satisfactory to the Administrative Agent and its counsel; and (h) delivery The Administrative Agent shall have received an upfront fee for the account of each Lender listed on Schedule 2.01to the Third Amended and Restated Credit Agreement equal to Agent the sum of (i) 0.10% of the other documents aggregate amount of such Lender’s Commitments listed on Schedule 2.01 to the Third Amended and deliveries set forth Restated Credit Agreement up to the aggregate amount of such Lender’s Revolving Commitments and Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date and (ii) 0.20% of the aggregate amount of such Lender’s Commitments listed on Exhibit D attached hereto (Schedule 2.01 to the Third Amended and Restated Credit Agreement that are in fully-executed forms, where applicable).excess of the aggregate amount of such Lender’s Revolving Commitments and Term Loans outstanding immediately prior to the Amendment No. 2

Conditions to Effectiveness of this Amendment. Notwithstanding anything to any other provision of this Amendment and without affecting in any manner the contrary set forth hereinrights of the Noteholders hereunder, it is understood and agreed that this Amendment shall not become effective upon effective, and the Company shall have no rights hereunder, until satisfaction in a manner reasonably satisfactory to the Agent of each of the condition set forth in the first sentence following conditions clause (such time, the “Effective Time”):e) of this Section 4 and until each Noteholder shall have received: (a) the delivery to the Agent of a counterpart copy of this Amendment executed by Borrowerthe Company, the other Credit PartiesSubsidiary Guarantors, the Agent Required Holders and the LendersGores Radio; (b) a copy of the Borrower shall have delivered to Agent evidence fully executed Fourth Bank Amendment in form and substance reasonably satisfactory to Agent demonstrating thatthe Required Holders (such satisfaction to be evidenced by the execution and delivery of this Amendment by the Required Holders) (a true, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent correct and the Lenders in accordance with the Credit Agreement: (i) EBITDA complete copy of the Credit Parties and their Subsidiaries which is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00attached hereto as Annex 1); (c) the Agent shall have received, for the ratable benefit a copy of the Lenders a closing fee of $215,625 of which Agent, fully executed Gores Notes Subordination Agreement in its capacity the form attached hereto as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67Annex 2; (d) a copy of the Borrower shall have reimbursed Agent for all costs fully executed First Amendment to Amended and expenses Restated Intercreditor and Collateral Trust Agreement, dated as of the date hereof, by and among the Company, the Subsidiary Guarantors, the Collateral Trustee and each of the Noteholders party thereto in the form attached hereto as Annex 3 (including all legal fees the “Intercreditor Amendment”); and (e) payment of the reasonable fees, charges and expenses) disbursements of counsel to, and the financial advisor for, the Noteholders and incurred by Agent in connection with this Amendment; Amendment (e) as set forth in invoices provided by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇, Del Genio, ▇▇▇▇▇ & Co., LLC, respectively, to the accuracy of Company on or prior to the representations date hereof). In addition, all corporate and warranties contained other proceedings in Section 3 hereof; connection with the transactions contemplated by this Amendment and all documents and instruments incident to such transactions shall be reasonably satisfactory to the Required Holders and their special counsel (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result such satisfaction to be evidenced by the execution and delivery of this Amendment; and (h) delivery Amendment by the Required Holders). The date on which all such conditions to Agent the effectiveness of this Amendment have been met is referred to herein as the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)“Effective Date”.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to the Agent as of each of the following conditions December 6, 2016 (such time, the “Amendment No. 2 Effective TimeDate”):) when: (a) the delivery to the Agent of a counterpart of this Amendment shall have been executed and delivered by the Borrower, the other Credit Subsidiary Loan Parties, the Agent each Second Amendment Refinancing Lender and the LendersTerm Loan Administrative Agent; (b) the Borrower Term Loan Administrative Agent shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA received a certificate of the Credit Parties Secretary or Assistant Secretary of the Borrower dated the date hereof certifying (w) that attached thereto is a true and their Subsidiaries is not less than $11,100,000 complete copy of the certificate of incorporation, including all amendments thereto of the Borrower certified as of a recent date by the Secretary of State of the State of Delaware (“Fourth or certifying that there has been no change to the certificate of incorporation of the Borrower since the Amendment EBITDA”No. 1 Effective Date) and (ii) a certificate as to the ratio of total Funded Indebtedness good standing of the Credit Parties Borrower as of a recent date, (x) that attached thereto is a true and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma complete copy of the by-laws of the Borrower as in effect on such date (or certifying that there has been no change to the transactions consummated on by-laws of the Fourth Borrower since the Amendment No. 1 Effective Date), payment (y) that attached is a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower, or duly constituted committee thereof, authorizing the execution, delivery and performance of this Amendment, all costs and expenses documents executed in connection therewith, the borrowings thereunder, and funding that such resolutions have not been modified, rescinded or amended and are in full force and effect on such date and (z) as to the incumbency and specimen signature of each officer executing this Amendment and any document executed in connection therewith and countersigned by another officer as to the incumbency and specimen signature of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to Secretary or less than 3.50:1.00Assistant Secretary executing such certificate; (c) the Term Loan Administrative Agent shall have received, for the ratable benefit received a notice of the Lenders a closing fee borrowing of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67Second Amendment Refinancing Term Loans; (d) the Borrower Term Loan Administrative Agent shall have reimbursed received a promissory note in form and substance reasonably acceptable to the Administrative Agent for all costs and expenses (including all legal fees and expenses) incurred executed by Agent the Borrower in connection with this Amendmentfavor of each Second Amendment Refinancing Lender requesting a promissory note; (e) the accuracy of the representations and warranties contained set forth in Section Article 3 of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the date hereof (both before and after giving effect to the transactions contemplated by this Amendment) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (f) since December 26, 2011 there the representations and warranties in Section 3 of this Amendment shall not have occurred any Material Adverse Effectbe true and correct in all material respects as of the date hereof; (g) each Second Amendment Refinancing Lender and the Term Loan Administrative Agent shall have received at least 3 Business Days prior to the date hereof all documentation and other information about the Borrower and the Subsidiary Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act that has been requested in writing at least 5 Business Days prior to the date hereof; and (h) no Default or Event of Default exists shall exist on the date hereof before or will arise after giving effect to the Second Amendment Refinancing Term Loans and the use of proceeds thereof. The Borrowing of the Second Amendment Refinancing Term Loans shall be deemed to constitute a representation and warranty by the Borrower on the Amendment No. 2 Effective Date as a direct result of this Amendment; and to the matters specified in paragraphs (e) and (h) delivery to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)above.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, The effectiveness of this Amendment shall become effective upon is subject to satisfaction in a manner reasonably satisfactory to (or waiver by the Agent of each Required Lenders and the Administrative Agent) of the following conditions precedent (the date of such time, satisfaction or waiver being the “Amendment Effective TimeDate”): (a) the delivery to the Agent receipt of a counterpart duly executed counterparts of this Amendment executed by Borrowerfrom (i) the Borrower and each Guarantor, (ii) Lenders constituting the other Credit Parties, Required Lenders and (iii) the Agent and the LendersAdministrative Agent; (b) receipt of a fully executed and effective amendment to the Borrower shall have delivered Revolving Credit Agreement making amendments thereto corresponding to Agent evidence those set forth in Section 1(a) of this Amendment in form and substance reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00Arranger; (c) receipt of an Officer’s Certificate, signed by a Financial Officer of the Agent Borrower, certifying that at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67occurred or be continuing; (d) the Borrower shall have reimbursed Agent paid to the Administrative Agent, for all costs distribution to each Lender who consents to this Amendment and expenses submits an executed signature page hereto prior to January 12, 2018, at 5:00 p.m. (including all legal fees New York time), a consent fee equal to 0.125% of the aggregate principal amount of such Lender’s Term Loans outstanding on the Amendment Effective Date, which fee shall be non-refundable and expenses) incurred by Agent in connection with this Amendment;fully earned and payable on the Amendment Effective Date; and (e) the accuracy of Borrower shall have paid to the representations Amendment Arranger and warranties contained in Section 3 hereof; the Administrative Agent, to the extent invoiced no later than the Business Day immediately preceding the Amendment Effective Date, all costs and expenses due and payable (f) since December 26, 2011 there shall not have occurred whether pursuant to the Loan Documents or any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of agreement relating to this Amendment; and ) on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (hincluding, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) delivery required to Agent of be reimbursed or paid by the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)Loan Parties hereunder or under any Loan Document.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to the Agent of first date on which each of the following conditions precedent shall have been satisfied (or waived) (such timedate, the “Effective TimeFifth Amendment Closing Date”): (a) the delivery to the Agent of a counterpart of this Amendment shall have been executed and delivered by the Borrower, the other Credit Partieseach Subsidiary Guarantor, the Agent each 2023 Incremental Term Lender and the LendersAdministrative Agent; (b) the Borrower Administrative Agent or other applicable Person shall have delivered received all fees and other amounts due and payable to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect any Person on or prior to the transactions consummated on the Fourth Fifth Amendment Effective Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all costs reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Administrative Agent), in connection therewitheach case, and funding of to the Incremental Term extent required to be reimbursed or paid by the Borrower under any Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00Document; (c) at the Agent time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender occurred and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67be continuing on such date; (d) each of the Borrower representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall have reimbursed Agent for be true and correct in all costs material respects (except that any representation and expenses warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (including except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all legal fees and expenses) incurred by Agent in connection with this Amendmentrespects); (e) the accuracy of Administrative Agent and the representations 2023 Incremental Term Lenders shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and warranties contained other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in Section 3 hereofeach case to the extent requested by the Administrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower; (f) since December 26, 2011 there the Administrative Agent shall not have occurred any Material Adverse Effectreceived a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) of this Section 3 have been satisfied; (g) no Default the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or Event other action and incumbency certificates of Default exists or will arise Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a direct result of Responsible Officer in connection with this AmendmentAmendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Date; and (h) delivery the Administrative Agent shall have received a favorable written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇, special counsel for the Borrower addressed to the Administrative Agent of and the other documents and deliveries set forth on Exhibit D attached Lenders party hereto (in fully-executed forms, where applicable)a form reasonably satisfactory to the Administrative Agent.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall --------------------------------------------- become effective upon satisfaction in a manner reasonably satisfactory to when the Agent shall have received at least four (4) counterparts of this Amendment, duly executed by the Company and each of Lender and acknowledged by NCFC, provided the following conditions (such time, the “Effective Time”):are satisfied: (a) Before and after giving effect to this Amendment, the delivery representations and warranties of the Company in Section 3 of the Credit Agreement and Section 5 of the Pledge and Security Agreement shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Credit Agreement. (b) Before and after giving effect to this Amendment, no Event of Default and no Unmatured Event of Default shall have occurred and be continuing. (c) No material adverse change in the business, assets, financial condition or prospects of the Company shall have occurred since the Effective Date. (d) The following shall have been delivered to the Agent Agent, each duly executed or certified, as the case may be, and dated as of the date of delivery thereof: (i) executed copies of new Warehousing Promissory Notes in favor of BNY and First Chicago (the new Warehousing Promissory Notes herein referred to collectively as "New Bank Notes" and individually as a counterpart "New Bank Note"); (ii) certified copies of resolutions of the Board of Directors of the Company authorizing or ratifying the execution, delivery and performance of this Amendment executed by Borrower, and the other Credit Parties, New Bank Notes; (iii) a certified copy of any amendment or restatement of the Agent and Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Lenders; (biv) the Borrower shall have delivered certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent this Amendment and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00New Bank Notes; (cv) a favorable opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, counsel to the Agent shall have receivedCompany and NCFC, for addressed to the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 as to the matters and Regions Bank, as a Lender, will receive $93,541.67; (d) to the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendmenteffect set forth on Exhibit I hereto; and (hvi) delivery to such other documents, instruments, opinions and approvals as the Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)may reasonably request.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to any other provision of this Amendment and without affecting in any manner the contrary set forth hereinrights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective upon satisfaction in a manner reasonably satisfactory to effective, and the Borrower shall have no rights under this Amendment, until the Administrative Agent of each of the following conditions (such time, the “Effective Time”):shall have received: (a) the delivery to the Agent of a counterpart of this Amendment executed signed by Borrower, or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or other Credit Parties, the Agent and the Lenderselectronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) the Borrower shall have delivered a copy of that certain First Amendment to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent Third Amended and the Lenders in accordance with the Restated Revolving Credit Agreement: (i) EBITDA , dated as of the Credit Parties date hereof, duly executed and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) delivered by the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00parties thereto; (c) the Agent shall have received, for the ratable benefit a certificate of the Lenders a closing fee Secretary or Assistant Secretary of $215,625 the General Partner in the form of which AgentExhibit 3.1(b)(iv) to the Credit Agreement, in its capacity as a Lender attaching and for its affiliates who are Lenderscertifying copies of (i) the articles or certificate of incorporation, will retain $122,083.33 certificate of organization or limited partnership, or other registered organizational documents of the Borrower and Regions Bankthe General Partner, as a Lender(ii) the bylaws, will receive $93,541.67the partnership agreement, or comparable organizational documents and authorizations of the Borrower and the General Partner and (iii) resolutions of the board of directors or comparable governing body of the General Partner and the General Partner on behalf of the Borrower, authorizing the execution, delivery and performance of the Loan Documents by the Borrower; (d) certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Borrower shall have reimbursed Agent and the General Partner, and copies of online verification statements of good standing or existence for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendmenteach other jurisdiction where the Borrower is required to be qualified to do business as a foreign corporation; (e) a certificate signed by a Responsible Officer, certifying the accuracy name, title and true signature of each officer of the representations and warranties contained in Section 3 hereofGeneral Partner executing the Loan Documents on behalf of the Borrower to which the Borrower is a party; (f) since December 26favorable written opinion(s) of in-house counsel to the Borrower, 2011 there addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Borrower and the General Partner, this Amendment and the Credit Agreement (as amended by this Amendment) and the transactions contemplated therein as the Administrative Agent shall not have occurred any Material Adverse Effectreasonably request; (g) a certificate in the form reasonably satisfactory to the Administrative Agent, dated the date hereof and signed by a Responsible Officer, certifying that, (i) no Default or Event of Default exists, (ii) no default or event of default exists or will arise as a direct result in respect of any Material Indebtedness, (iii) after giving effect to this Amendment, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (other than representations and warranties expressly stated to be made as of an earlier date), (iv) since November 10, 2016, there has been no change which has had or could reasonably be expected to have a Material Adverse Effect; and (h) delivery to Agent payment of fees as set forth in that certain Fee Letter, dated August 28, 2017 among SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., SunTrust Bank and the Borrower and reimbursement or payment of the other documents Administrative Agent’s costs and deliveries set forth on Exhibit D attached hereto expenses incurred in connection with this Amendment or the Credit Agreement (in fully-executed formsincluding reasonable fees, where applicablecharges and disbursements of King & Spalding LLP, counsel to the Administrative Agent).

Conditions to Effectiveness of this Amendment. Notwithstanding anything to any other provision of this Amendment and without affecting in any manner the contrary set forth hereinrights of the Participants hereunder, it is understood and agreed that this Amendment shall not become effective upon satisfaction effective, and the Sponsor shall have no rights under this Amendment, until the Servicer shall have received (i) reimbursement or payment of its costs and expenses incurred in a manner reasonably satisfactory connection with this Amendment or the Loan Facility Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Agent of Servicer), and (ii) each of the following conditions (such time, the “Effective Time”):documents: (a) the delivery executed counterparts to the Agent of a counterpart of this Amendment executed by Borrowerfrom the Sponsor, each of the other Credit Parties, the Agent Guarantors and the LendersParticipants; (b) a favorable written opinion of Kilpatrick Stockton, LLP, counsel for Sponsor and Guarantors, in a ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇o the Borrower shall have delivered Servicer and each Participant and covering such matters relating to Agent evidence the transactions contemplated hereby as the Servicer may reasonably satisfactory to Agent demonstrating that, based upon request; (c) a certificate of the financial statements for the twelve month period ended September 9, 2013 delivered to Agent Secretary or Assistant Secretary of each of Sponsor and the Lenders in accordance with the Credit Agreement: each Guarantor certifying (i) EBITDA that the Articles of Incorporation and Bylaws of Sponsor and each Guarantor, true and correct copies of which were previously delivered in certified form to the Servicer on May 28, 2004, pursuant to the Loan Facility Agreement, have not been amended, restated, modified or revoked and remain in full force and effect as of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) date hereof, and (ii) the ratio of total Funded Indebtedness resolutions of the Credit Parties Board of Directors of each of Sponsor and their subsidiaries to Fourth each Guarantor, respectively, approving this Amendment EBITDA, calculated giving pro forma effect to and the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67contemplated hereby; (d) certificates from the Borrower shall have reimbursed Agent for all costs Secretaries of State of such States of incorporation certifying Sponsor's and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise each Guarantor's good standing as a direct result of this Amendment; and (h) delivery to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (corporation in fully-executed forms, where applicable)such State.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become be effective upon satisfaction in a manner reasonably satisfactory to as of August 30, 2002 (the “Effective Date”), provided the Agent shall have received at least nine (9) counterparts of each this Amendment, duly executed by the Borrower and all of the Lenders, and the following conditions (such time, the “Effective Time”):are satisfied: (a) Before and after giving effect to this Amendment, the delivery representations and warranties of the Borrower in Section 5 of the Loan Agreement and Section 5 of the Security Agreement shall be true and correct as though made on the date hereof, except to the Agent extent such representations and warranties by their terms are made as of a counterpart specific date and except for changes that are permitted by the terms of this Amendment executed by Borrower, the other Credit Parties, the Agent and the Lenders;Loan Agreement. (b) Before and after giving effect to this Amendment, no Event of Default and no Default shall have occurred and be continuing. (c) No material adverse change in the business, assets, financial condition or prospects of the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating thatoccurred since December 31, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67;2001. (d) the Borrower The Agent shall have reimbursed Agent for all costs received the following, each duly executed or certified, as the case may be, and expenses dated as of the date of delivery thereof: (including all legal fees and expensesi) incurred a new Committed Warehousing Promissory Note payable to the New Lender (the “New Note”), duly executed by Agent in connection with this Amendmentthe Borrower; (eii) the accuracy a copy of resolutions of the representations Board of Directors of the Borrower, certified by its respective Secretary or Assistant Secretary, authorizing or ratifying the execution, delivery and warranties contained in Section 3 hereofperformance of this Amendment and the New Note; (fiii) since December 26, 2011 there shall not have occurred a certified copy of any Material Adverse Effect; (g) no Default amendment or Event restatement of Default exists the Articles of Incorporation or will arise as a direct result the Bylaws of this Amendmentthe Borrower made or entered following the date of the most recent certified copies thereof furnished to the Lenders; and (hiv) delivery to such other documents, instruments and approvals as the Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)may reasonably request.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall will become effective upon satisfaction in a manner reasonably satisfactory the execution and delivery to the Agent Lender of each of the following conditions (such timedocuments by the Borrower , the “Effective Time”):each in form and substance acceptable to Lender: (a) Lender receives One Hundred Thousand Dollars ($100,000) in cash from Borrower and/or RLE to be applied against the delivery to Obligations with the Agent source of a counterpart of this Amendment executed by Borrower, that cash being the other Credit Parties, funds currently held in the Agent and the Lenders;RLE Project Account; and (b) the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders other parties to each of the following documents (other than Lender) have executed and delivered each of the following documents to Lender in accordance with the Credit Agreement: form and substance acceptable to Lender: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (eii) the accuracy Second Amendment to Deed of the representations Trust, Mortgage, Assignment of Production, Security Agreement and warranties contained Financing Statement from Borrower in Section 3 hereoffavor of Lender; (fiii) since December 26, 2011 there shall not have occurred any Material Adverse EffectOmnibus Amendment from Borrower and JOG in favor of Lender; (giv) no Default or Event the Guaranty; (v) Guaranty Agreement from Parent in favor of Default exists or will arise Lender; (vi) Subordination Agreement from JOG in favor of Lender; (vii) Subordination Agreement from Parent in favor of Lender; (viii) that certain Letter Agreement regarding Lender’s consent to the reorganization of JOG between JOG, Borrower, Rampant Lion Energy, LLC and Lender; (ix) Certificate of the Managing Member of Borrower certifying as to Borrower’s Charter Documents, authorizing resolutions and good standing; (x) Certificate of Secretary of JOG certifying as to JOG’s Charter Documents, authorizing resolutions and good standing; (xi) a direct result legal opinion of this AmendmentBorrower’s counsel with respect to the transactions contemplated hereby, in form and substance satisfactory to Lender; (xii) a payment instruction letter executed by Borrower, JOG, Amber and ▇▇▇▇ ▇▇▇▇▇▇ Bridge & Opportunity Fund, ▇▇ ▇▇ authorizing and directing Lender to apply all amounts currently held in the RLE Project Account against the Obligations; and (hxiii) delivery any other document necessary or convenient in the opinion of Lender or its counsel to Agent of give effect to the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)modifications to the Credit Agreement contemplated by this Amendment.

Conditions to Effectiveness of this Amendment. Notwithstanding anything The obligation of the Lender to the contrary set forth herein, enter into this Amendment shall become effective upon satisfaction in a manner reasonably satisfactory be subject to the Agent of each Borrower's satisfaction of the following conditions (such time, the “Effective Time”):conditions: (a) On or before the delivery to the Agent date of this Amendment: (i) The Lender shall have received a counterpart of this Amendment duly executed by the Borrower; (ii) The Lender shall have received a Certificate of Good Standing from the State of Ohio and Articles of Incorporation of the Borrower, each dated as of a date not more than 30 days prior to the date of this Amendment, certified by the Ohio Secretary of State; and (iii) The Lender shall have received such other Credit Partiescertificates, the Agent opinions, agreements and the Lenders;documents as it shall reasonably request. (b) the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating thatOn or before November 21, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: 2000: (i) EBITDA The Lender shall have received the favorable opinion of counsel for the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and Borrower in a form substantially similar to EXHIBIT 1 attached hereto; (ii) the ratio of total Funded Indebtedness The Lender shall have received a copy of the Credit Parties resolutions authorizing the execution, delivery and their subsidiaries to Fourth performance of this Amendment EBITDA, calculated giving pro forma effect certified by the Secretary of the Borrower and in form and substance satisfactory to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00Lender; (ciii) the Agent The Lender shall have received, for received an incumbency certificate certifying the ratable benefit names of the Lenders a closing fee Borrower's officers and their signatures, certified by the Secretary of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67the Borrower; (div) the Borrower The Lender shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy received a copy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this AmendmentBorrower's by-laws certified by the Borrower's Secretary; and (hv) delivery to Agent of the The Lender shall have received such other certificates, opinions, agreements and documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)as it shall reasonably request.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth hereinThis Amendment shall not become effective until, this Amendment and shall become effective upon satisfaction in a manner reasonably satisfactory to the Agent of when, each and every one of the following conditions (such time, the “Effective Time”):shall have been satisfied: (a) the delivery Pay to Bank all accrued fees and expenses incurred by Bank's advisors with respect to the Agent Events of a counterpart Default under the Loan Documents accruing since April 20, 2000, specifically being $71,346.14 to Bank to reimburse it for such amounts due Muns▇▇ ▇▇▇d▇ Kopf & ▇arr, ▇.C. and E&Y Restructuring, L.L.C. Such $71,346.14 shall be payable upon execution of this Amendment executed by Borrower, the other Credit Parties, the Agent and the LendersAmendment; (b) Obligors shall pay Bank the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements Forbearance Fee (herein so called) of $100,000.00 which was due but not paid under a prior forbearance and an additional forbearance fee for the twelve month period ended September 9forbearance provided hereunder of $50,000.00, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDAwhich fee shall be due on or before July 31, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.002000; (c) executed counterparts of this Amendment, duly executed by the Agent Obligors and the Bank, shall have received, for been delivered to the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) Obligors shall execute and deliver to Bank a Full Release and Covenant Not to Sue (▇▇e "RELEASE") in the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy form of the representations and warranties contained in Section 3 hereofANNEX 1 attached hereto; (f) since December 26Obligors shall cause their counsel, 2011 there shall not have occurred any Material Adverse EffectFuqu▇ & ▇eim, ▇.L.P., to deliver to them an opinion upon which Bank can rely opining as to the enforceability of this Amendment and the Release together with all documents and agreements executed in connection therewith in the form of ANNEX 2; (g) no Default Obligors shall provide on or Event before July 13, 2000, July 20, 2000 and July 27, 2000 a rolling forecast of Default exists or will arise as a direct result of this Amendmenttwelve week cash requirements for the next twelve weeks; and (h) delivery to Agent the representations and warranties of the other documents and deliveries Obligors set forth in Section 5 hereof are true and correct on Exhibit D attached hereto (in fully-executed formsand with respect to the date hereof. Upon receipt of all of the foregoing, where applicable)this Amendment shall become effective.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to any other provision of this Amendment and without affecting in any manner the contrary set forth hereinrights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective upon satisfaction effective, and the Borrower shall have no rights under this Amendment, until the Administrative Agent shall have received the following: (q) executed counterparts of this Amendment from the Borrower, Holdings and the Lenders; together with any new or replacement Notes requested by the Lenders as executed and delivered by the Borrower, (r) executed legal opinions of (1) ▇▇▇▇▇▇ & Bird, counsel to Holdings, and (2) ▇▇▇▇▇▇▇▇ and Wedge, counsel to the Borrower, in a manner reasonably form and substance satisfactory to the Administrative Agent and the Required Lenders; (s) duly executed certificates of the Secretary or an Assistant Secretary of the Borrower and Holdings containing specimen signatures of the persons authorized to execute this Amendment on behalf of the Borrower and Holdings, and any other documents provided for herein, together with (x) copies of resolutions of the Boards of Directors of the Borrower and Holdings authorizing the execution and delivery of this Amendment, (y) copies of the Borrower’s and Holdings’ articles or certificate of incorporation, by-laws, and other governing or organizational documents, and (z) a certificate of good standing from the Office of the Secretary of State of the state of organization of each of the following conditions (such time, the “Effective Time”):Borrower and Holdings; and (a) the delivery to the Agent of a counterpart of this Amendment executed by Borrower, the other Credit Parties, the Agent and the Lenders; (b) the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA an upfront fee in the amount of 0.10% of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and increase in the Total Revolving Commitments pursuant to this Amendment, to be applied pro rata among the Lenders based on the increase in the Revolving Commitment of each Lender, (ii) such other fees as the ratio Borrower has previously agreed to pay the Administrative Agent or any of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; Amendment pursuant that certain agreement dated September 3, 2004 among SunTrust Capital Markets, Inc., the Borrower and Holdings, and (eiii) reimbursement or payment of its costs and expenses incurred in connection with this Amendment or the accuracy Credit Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendment; and (h) delivery to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicableAdministrative Agent).

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become be effective upon satisfaction in a manner reasonably satisfactory to as of the Agent of each of date hereof when and if (such date being the “Amendment Date”) the following conditions (such time, the “Effective Time”):are satisfied: (a) The Administrative Agent shall have received the delivery following, each dated as of the Amendment Date (except for the financial statements referred to in clause (v) below), in form and substance satisfactory to the Administrative Agent of a counterpart and with one copy for each Swing Line Lender, each Fronting Bank and each Lender: (i) Counterparts of this Amendment Amendment, duly executed by Borrowereach of the Borrowers, the other Credit PartiesSwing Line Lenders, the Agent Fronting Banks, Lenders constituting Majority Lenders and each Increasing Lender, Additional Lender and New Extension Lender, and all Notes (if any) requested by the Lenders pursuant to Section 2.18(d) of the Amended Credit Agreement, duly completed and executed by each Borrower and payable to such Lenders; (ii) Certified copies of (A) the resolutions of the Board of Directors of each Borrower approving this Amendment (including the extension of the Termination Date of any Lender, the Commitment Increase and the increase in such Borrower’s Borrower Sublimit, as applicable), the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement) being executed and delivered in connection with this Amendment to which such Borrower is, or is to be, a party and (B) all documents evidencing any other necessary corporate action with respect to this Amendment (including the extension of the Termination Date of any Lender, the Commitment Increase and the increase in such Borrower’s Borrower Sublimit, as applicable), the Amended Credit Agreement, and such Loan Documents (as defined in the Amended Credit Agreement); (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign this Amendment and each other Loan Document (as defined in the Amended Credit Agreement) being executed and delivered in connection with this Amendment to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date, and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (including such Borrower’s Approval) required for (1) the due execution, delivery and performance by such Borrower of this Amendment, the Amended Credit Agreement, and each other Loan Document (as defined in the Amended Credit Agreement) being executed and delivered in connection with this Amendment to which such Borrower is, or is to become, a party and (2) in the case of FE, the Commitment Increase and the increase in the applicable Borrower Sublimit; (iv) A certificate of an Authorized Officer of each Borrower stating that both before and after giving effect to this Amendment (including the extension of the Termination Date of any Lender, the Commitment Increase and the increase in such Borrower’s Borrower Sublimit, as applicable) (A) no event has occurred and is continuing that constitutes an Event of Default or an Unmatured Default and (B) all representations and warranties made by such Borrower in the Amended Credit Agreement are true and correct in all material respects, except for those made specifically as of another date, in which case such representations and warranties shall be true as of such other date; (v) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the Amendment Date will be deemed to have been delivered under this clause (v)); (vi) (A) An opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Associate General Counsel of FE and counsel for the Borrowers, substantially in the form of Exhibit A-1 hereto, and (B) an opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., Associate General Counsel of FE and counsel for the Borrowers, substantially in the form of Exhibit A-2 hereto; (vii) An opinion of Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, special New York counsel for the Borrowers, substantially in the form of Exhibit B-1 hereto; (viii) An opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ and Bockius LLP, special New Jersey counsel for JCP&L, substantially in the form of Exhibit B-2 hereto; (ix) An opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, special Virginia counsel for PE, substantially in the form of Exhibit B-3 hereto; (x) An opinion of ▇▇▇▇ ▇▇▇▇▇ LLP, special Maryland counsel for PE, substantially in the form of Exhibit B-4 hereto; (xi) A favorable opinion of King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of Exhibit C hereto; and (xii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank, any Swing Line Lender or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank, such Swing Line Lender or such other Lender (as the case may be). (b) the Borrower The Borrowers shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon paid all of the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders fees payable in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth 2014 Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00;Fee Letters. (c) the The Administrative Agent shall have receivedreceived a copy of an amendment, for the ratable benefit dated as of the Lenders a closing fee of $215,625 of which Agentdate hereof, in its capacity to the FES/AESC Credit Agreement, among FES, AESC, the financial institutions party thereto as a Lender and for its affiliates who are Lenderslenders, will retain $122,083.33 and Regions JPMorgan Chase Bank, N.A., as a Lenderadministrative agent, will receive $93,541.67;and the fronting banks and swing line lenders party thereto, evidencing the effectiveness of the proposed amendment, decrease and extension of the FES/AESC Credit Agreement substantially as described in the letter agreement, dated as of March 4, 2014 (as amended or modified from time to time), among FES, AESC and the financial institutions named therein as “Finance Parties”. (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy Each of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result 5 of this Amendment shall be true and correct before and after giving effect to this Amendment; and (h) delivery to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable).

Conditions to Effectiveness of this Amendment. Notwithstanding anything to any other provision of this Amendment and without affecting in any manner the contrary set forth hereinrights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective upon satisfaction effective, and the Borrower shall have no rights under this Amendment, until the Administrative Agent shall have received (i) all fees required pursuant to that certain Fee Letter dated as of November 18, 2003, among SunTrust Capital Markets, Inc., the Administrative Agent and the Borrower, (ii) such other fees as the Borrower has previously agreed to pay the Administrative Agent or any of its affiliates in a manner reasonably satisfactory connection with this Amendment, (iii) reimbursement or payment of its costs and expenses incurred in connection with this Amendment, the transactions contemplated hereby or the Credit Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Agent of Administrative Agent), and (iv) each of the following conditions (such time, the “Effective Time”):shall have been satisfied: (a) the delivery Borrower, each of the Subsidiary Loan Parties and the Lenders shall have executed and delivered counterparts to this Amendment to the Agent of a counterpart of this Amendment executed by Borrower, the other Credit Parties, the Agent and the LendersAdministrative Agent; (b) the Borrower Each of Hughes MRO, LP, Century Maintenance, L.P., Century Maintenance (Houston), L.P. and Century Maintenance Supply – S. Cal., Inc. shall have executed and delivered to Agent evidence reasonably a Subsidiary Guaranty Supplement and an Indemnity and Contribution Agreement Supplement, each in form and substance satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00Administrative Agent; (c) the Administrative Agent shall have receivedreceived certified articles of formation (or equivalent constitutive documents), good standing certificates and certified copies of other organizational documents, including any partnership agreements, and closing certificates (including an incumbency certification) for the ratable benefit of the Lenders a closing fee of $215,625 of which AgentHughes MRO, in its capacity as a Lender LP, Century Maintenance, L.P., Century Maintenance (Houston), L.P., and for its affiliates who are LendersCentury Maintenance Supply – S. Cal., will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67Inc.; (d) the Borrower Administrative Agent shall have reimbursed Agent received certified copies of authorizing resolutions of board of directors (or other equivalent governing body) for all costs the Borrower, each Subsidiary Guarantor, Hughes MRO, LP, Century Maintenance, L.P., Century Maintenance (Houston), L.P. and expenses (including all legal fees and expenses) incurred by Agent in connection with this AmendmentCentury Maintenance Supply – S. Cal., Inc.; (e) the accuracy Administrative Agent shall have received such legal opinions (including opinions (i) from counsel to the Borrower and its Subsidiaries and (ii) delivered to the Borrower by counsel to Century, accompanied by reliance letters in favor of the representations Administrative Agent and warranties contained in Section 3 hereofthe Lenders ) as it may reasonably request; (f) since December 26the sources and uses of funds for the Century Acquisition shall be satisfactory to the Administrative Agent and the Required Lenders (provided, 2011 that the aggregate purchase price shall not exceed $370,000,000 (including fees and expenses not exceeding $10,000,000 in the aggregate)). The Administrative Agent and the Required Lenders shall be satisfied that the structure, terms and conditions of the Century Acquisition are substantially similar to the structure, terms and conditions in the sale and purchase agreement for the Century Acquisition delivered to the Administrative Agent and the Lenders prior to the date hereof; the Administrative Agent shall have received certified copies of all documents (including all schedules and exhibits thereto) relating to the Century Acquisition, which documentation shall be in form and substance satisfactory to the Required Lenders. The Administrative Agent shall have received satisfactory evidence that all conditions precedent to the Century Acquisition, other than the funding of the purchase price, have been satisfied; (g) the Administrative Agent shall have received satisfactory evidence that all material (as reasonably determined by the Administrative Agent) governmental and other third party consents, approvals, authorizations, registrations or filings necessary or, in the discretion of the Administrative Agent, reasonably advisable in connection with the Century Acquisition, the Credit Agreement, the Senior Term Loan Documents and the continuing operations of the Borrower, the Borrower’s Subsidiaries, Century and Century’s Subsidiaries shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the Century Acquisition or the financing thereof. No consent decree regarding the Credit Agreement, the Senior Term Loan Documents or the Century Acquisition shall be in effect on the Amendment No. 1 Closing Date; (h) there shall not exist (pro forma for the Century Acquisition and the financing thereof) any Default or Event of Default under the Credit Agreement, the Senior Term Loan Documents or under any other material indebtedness or agreement of the Borrower or Century; (i) there shall not have occurred or become known to the Administrative Agent or the Required Lenders any event, development or circumstance since January 31, 2003 that has caused or could reasonably be expected to cause a Material Adverse Effect; (gj) no Default or Event the Administrative Agent shall have received a solvency certificate from the chief financial officer of Default exists or will arise the Borrower which shall certify as a direct result to the solvency of this Amendmentthe Borrower and its Subsidiaries after giving effect to the Century Acquisition, the Senior Term Loan Documents and the other transactions contemplated hereby, all in form and substance satisfactory to the Administrative Agent; and (hk) delivery to the Administrative Agent of the shall have received such other certificates, documents and deliveries set forth on Exhibit D attached hereto (in fully-executed formsagreements with respect to the Borrower, where applicable)the Subsidiary Loan Parties, Century and the Century Acquisition as the Administrative Agent and the Lenders may reasonably request.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, The terms and provisions of this Amendment shall become effective as of the date first written above upon the satisfaction or waiver by the Required Lenders of each of the following conditions precedent in a manner reasonably satisfactory to the Agent of each of Agents and the following conditions Required Lenders (such time, the “First Amendment Effective TimeDate”): (a) the delivery Borrowers shall have paid the Agents and the Lenders (or their designees) all fees then then due and payable as provided in the Credit Agreement or any Other Documents (including, without limitation, an amendment fee payable to the Agent Lenders on pro rata basis in the amount of a counterpart of this Amendment executed by Borrower, the other Credit Parties, the Agent $25,000 and the Lendersfees, costs, disbursements and expenses of Otterbourg P.C. and any other legal counsel to the Lenders and the Agents); (b) receipt by the Borrower shall have delivered to Administrative Agent evidence reasonably of this Amendment, in form and substance satisfactory to Agent demonstrating thatthe Agents in their sole discretion, based upon the financial statements for the twelve month period ended September 9duly authorized, 2013 executed and delivered to by each Borrower, each Agent and the Lenders in accordance with constituting the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00Required Lenders; (c) the Agent shall have received, for the ratable benefit as of the Lenders a closing fee of $215,625 of which Agentdate hereof, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with after giving effect to this Amendment; (e) the accuracy , each of the representations and warranties contained in Section 3 hereof4(f) hereof shall be true and correct in all respects; (fd) since December 26, 2011 there each Loan Party shall not have occurred any Material Adverse Effect; (g) no Default obtained all material consents necessary or Event of Default exists or will arise as a direct result of advisable in connection with this Amendment; and (he) delivery to the Administrative Agent of and the Required Lenders shall have received any other documents documents, instruments and deliveries set forth on Exhibit D attached hereto (agreements as the Administrative Agent and the Required Lenders shall have reasonably requested in fully-executed forms, where applicable)connection with this Amendment.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Second Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to on and as of the Agent of date (such date the “Second Amendment Effective Date”) when each of the following conditions (such time, has been satisfied or waived as set forth in Section 10.1 of the “Effective Time”):Existing Credit Agreement: (a) the delivery The Administrative Agent (or its counsel) shall have received from each Loan Party either (A) a counterpart to this Second Amendment executed and delivered on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Second Amendment) that such party has executed and delivered a counterpart of this Amendment executed by Borrower, the other Credit Parties, the Agent and the Lenders;Second Amendment. (b) The Administrative Agent (or its counsel) shall have received evidence of the execution and delivery by the Required Lenders (including all Affiliate Lenders) of this Second Amendment. (c) The Borrower shall have, or shall have caused another Loan Party to, purchase from each Lender that has Term Loans that are being converted pursuant hereto into Extended Maturity Term Loans a portion of such Extended Maturity Term Loans equal to 20% thereof by payment, without set-off or counterclaim, of an amount in immediately available funds equal to the principal amount of such portion and accrued interest thereon to the Administrative Agent for the account of such Lender, and the Administrative Agent shall distribute such amount to such Lender promptly upon receipt. The parties hereto agree that each such purchase by the Borrower or such other Loan Party, as the case may be, shall be consummated on the same terms as are set forth in the form of Assignment and Assumption in Exhibit E to the Existing Credit Agreement (without the necessity of any execution and delivery of such an Assignment and Assumption), which terms (including the representations and warranties therein) are incorporated herein by reference and are made applicable to such purchase and the parties thereto. The Administrative Agent shall make appropriate entries in the Register reflecting the same. (d) The Administrative Agent shall have received from the Borrower a consent fee payable for the account of each Lender who executes and delivers this Second Amendment at or prior to 5:00 p.m., New York City time on December 17, 2010 or such later date as the Borrower shall determine (the “Consent Deadline,” and each such Lender, a “Consenting Lender”) equal to 0.15% of the aggregate principal amount of the Term Loans held by such Consenting Lender as of the Consent Deadline that are converted into Extended Maturity Term Loans and not purchased by the Borrower (or any other Loan Party selected by the Borrower) pursuant to Section 3(c) of this Second Amendment. (e) The Administrative Agent shall have delivered received a legal opinion of O’Melveny & ▇▇▇▇▇ LLP, counsel to Agent evidence the Borrower and the Guarantors, and legal opinions of local counsel in Guernsey and the Cayman Islands, each in form and substance reasonably satisfactory to the Administrative Agent. (f) The Administrative Agent demonstrating thatshall have received a certificate of each Loan Party, based upon dated the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Second Amendment Effective Date, payment substantially in the form of all costs Exhibit C to the Existing Credit Agreement, with appropriate insertions and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendment; and (h) delivery to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)attachments.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this 3.1. This Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to the Agent of each and every one of the following conditions (the date of such timesatisfaction, the “Effective TimeDate”): (a) the delivery to the Agent of a counterpart executed counterparts of this Amendment Amendment, duly executed by Borrowerthe Company, the other Credit Parties, the Agent each Guarantor and the LendersRequired Holders, shall have been delivered to each Noteholder or its special counsel; (b) the Borrower representations and warranties of the Company set forth in Section 2 hereof shall be true and correct on and with respect to the Effective Date and each holder of Notes or its special counsel shall have delivered received an Officer’s Certificate from the Company to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00such effect; (c) each Bank Credit Agreement in existence on the Agent date hereof shall have received, for been amended to make corresponding modifications to the ratable benefit of applicable terms thereof to be consistent with those in the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions BankNote Purchase Agreement, as a Lenderamended by this Amendment, will receive $93,541.67and copies of such amendments shall have been delivered to each Noteholder or its special counsel; (d) the Borrower Shelf Note Purchase Agreement dated as of June 30, 2011, as amended by the First Amendment thereto, dated as of July 25, 2014, and as further amended by the Second Amendment thereto, dated as of September 28, 2015, in each case, by and among the Company, PGIM, Inc. (formerly known as Prudential Investment Management, Inc.) and each holder of notes issued thereunder, shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred been amended to make corresponding modifications to the applicable terms thereof to be consistent with those in the Note Purchase Agreement, as amended by Agent in connection with this Amendment, and copies of such amendment shall have been delivered to each Noteholder or its special counsel; (e) the accuracy Note Purchase Agreement dated as of March 22, 2016, by and among the representations Company and warranties contained the holders of notes issued thereunder, shall have been amended to make corresponding modifications to the applicable terms thereof to be consistent with those in Section 3 hereofthe Note Purchase Agreement, as amended by this Amendment, and copies of such amendment shall have been delivered to each Noteholder or its special counsel; (f) since December 26the Note Purchase Agreement dated as of June 8, 2011 there 2018, by and among the Company and the holders of notes issued thereunder, shall not have occurred any Material Adverse Effectbeen amended to make corresponding modifications to the applicable terms thereof to be consistent with those in the Note Purchase Agreement, as amended by this Amendment, and copies of such amendment shall have been delivered to each Noteholder or its special counsel; (g) no Default or Event the Note Purchase Agreement dated as of Default exists or will arise July 17, 2019, by and among the Company and the holders of notes issued thereunder, shall have been amended to make corresponding modifications to the applicable terms thereof to be consistent with those in the Note Purchase Agreement, as a direct result of amended by this Amendment, and copies of such amendment shall have been delivered to each Noteholder or its special counsel; (h) the Note Purchase Agreement dated as of May 14, 2020, by and among the Company and the holders of notes issued thereunder, shall have been amended to make corresponding modifications to the applicable terms thereof to be consistent with those in the Note Purchase Agreement, as amended by this Amendment, and copies of such amendment shall have been delivered to each Noteholder or its special counsel; (i) the Company shall have paid by wire transfer of immediately available funds to each Holder at the account of such Holder set forth in Schedule A to the Note Purchase Agreement (or to such other account as such Holder shall have provided to the Company in writing), an amendment fee in an amount equal to 0.05% of the aggregate principal amount of Notes held by such Holder; and (hj) the Company shall have paid the fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, special counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)this Amendment.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to as of the Agent of date (the “Effective Date”) each of the following conditions (such time, the “Effective Time”):precedent shall have been satisfied: (a) the delivery The Administrative Agent shall have received on or prior to the Effective Date each of the following, each dated the Effective Date unless otherwise indicated or agreed to by the Administrative Agent of a counterpart and in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Amendment duly executed and delivered by each of the Borrowers, the MLP, the Administrative Agent, the Issuer, the Swingline Lender and each Lender under the Credit Agreement; (ii) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees in an aggregate amount equal to $300,000,000 and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Parent Borrower, the other Credit Administrative Agent and such Eligible Assignee; (iii) a favorable opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and (B) in-house counsel to the Agent Loan Parties, each addressed to the Administrative Agent, the Lenders and the LendersIssuers and addressing such matters as the Administrative Agent may reasonably request; (iv) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver this Amendment and the other documents required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment and the other documents required hereunder to be executed and delivered by or on behalf of such Loan Party and (C) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) and the by-laws (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) and the by-laws (or equivalent Constituent Document) previously delivered to the Administrative Agent on the Effective Date (or if there has been such a change, attaching a certified copy thereof); (v) a certificate of the chief financial officer of each Borrower in his capacity as such (and not in his individual capacity), in form and substance satisfactory to the Administrative Agent, attesting to the solvency of the Borrowers and the MLP after giving effect to the Revolving Credit Commitment Increase contemplated hereby; and (vi) a certificate of a Responsible Officer of the Borrowers to the effect that the conditions set forth in Section 4.2(b) (Conditions Precedent to Each Extension of Credit) of the Credit Agreement have been satisfied both before and after giving effect to this Amendment. (b) the Borrower The Administrative Agent shall have delivered received a certificate as to Agent evidence reasonably satisfactory to Agent demonstrating thatthe good standing of each Loan Party, based upon certified as of a recent date by the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA Secretary of State of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio State of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00;Delaware. (c) the Agent There shall have receivedbeen paid to the Administrative Agent, for the ratable benefit account of itself and the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bankas applicable, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs fees and expenses (including all legal reasonable fees and expensesexpenses of counsel) incurred by Agent in connection with this Amendment; (e) due and payable on or before the accuracy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendment; and (h) delivery to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)Effective Date.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to any other provision of this Amendment and without affecting in any manner the contrary set forth hereinrights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective upon satisfaction effective, and the Borrower shall have no rights under this Amendment, until the Administrative Agent shall have received (i) such fees as the Borrower has previously agreed to pay the Administrative Agent or any of its affiliates in a manner reasonably satisfactory connection with this Amendment, (ii) reimbursement or payment of the costs and expenses of the Administrative Agent incurred in connection with this Amendment or the Credit Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Agent of Administrative Agent), and (iii) each of the following conditions (such time, the “Effective Time”):documents: (a) the delivery executed counterparts to the Agent of a counterpart of this Amendment executed by from the Borrower, each of the other Credit Parties, Subsidiary Loan Parties and Lenders constituting at least the Agent and the Required Lenders; (b) executed counterparts to the Borrower shall have delivered Amendment to Agent evidence reasonably satisfactory to Agent demonstrating thatthe Guaranty Agreement from the Borrower, based upon each of the financial statements for the twelve month period ended September 9, 2013 delivered to Agent Subsidiary Loan Parties and the Lenders Administrative Agent in accordance with the Credit Agreement: (i) EBITDA form of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00Schedule I; (c) the Agent shall have received, for the ratable benefit a certificate of the Lenders a closing fee Secretary or Assistant Secretary of $215,625 each Loan Party, attaching and certifying copies of which Agentresolutions of its board of directors, in its capacity as a Lender authorizing the execution, delivery and for its affiliates who are Lendersperformance of the Amendment, will retain $122,083.33 certifying the name, title and Regions Bank, as a Lender, will receive $93,541.67true signature of each officer of such Loan Party executing the Amendment and confirming that the articles of incorporation and bylaws have not changed since the Closing Date; (d) a favorable written opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel to the Borrower Loan Parties, addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Amendment and the transactions contemplated herein as the Administrative Agent shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendmentreasonably request; (e) certificates of good standing or existence, as may be available from the accuracy Secretary of State of the representations and warranties contained jurisdiction of organization of each Loan Party (other than those identified in Section 3 hereof;5 below); and (f) since December 26certified copies of all consents, 2011 there shall not have occurred approvals, authorizations, registrations and filings and orders, if any, required to be made or obtained under any Material Adverse Effect; (g) no Default Requirement of Law, or Event by any material Contractual Obligation of Default exists or will arise as a direct result each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of this Amendment; and (h) delivery to Agent Amendment or any of the other documents transactions contemplated hereby, and deliveries set forth on Exhibit D attached hereto (such consents, approvals, authorizations, registrations, filings and orders shall be in fully-executed formsfull force and effect and all applicable waiting periods shall have expired, where applicable)and no investigation or inquiry by any Governmental Authority related thereto shall be ongoing.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to as of the Agent of each of date the following conditions precedent have been satisfied (such time, the “Effective TimeDate”): (a) The Multi-Currency Administrative Agent shall have received (i) this Amendment, duly executed and delivered by the delivery to the Agent of a counterpart of this Amendment executed by Borrower, the other Credit Parties, the Agent Company and the Administrative Agents, (ii) the Consent and Affirmation, in the form attached hereto as Annex A, duly executed and delivered by each of the Guarantors, and (iii) Lender Consents, in the form attached hereto as Annex B (the “Lender Consent”), duly executed and delivered by Lenders constituting 100% of the Multi-Currency Lenders;. (b) the Borrower The Multi-Currency Administrative Agent shall have delivered to Agent evidence received reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: evidence that (i) EBITDA all Payment Obligations arising under the Term Loan Facility have been Fully Satisfied (including, without limitation, the payment of the Credit Parties Prepayment Fee applicable thereto), (ii) the Company shall have received gross proceeds under the Term Loan Agreement of at least $840,000,000 and their Subsidiaries the Term Loan Agreement shall be in full force and effect on the Effective Date and (iii) the Parent shall have commenced an equity offering of its Class A Common Stock with intended gross cash proceeds of at least $100,000,000, such as by mailing a prospectus supplement if such equity offering is not less than $11,100,000 conducted pursuant to a rights offering. (“Fourth Amendment EBITDA”c) The Multi-Currency Administrative Agent shall have received (i) an Amended and Restated Intercreditor and Collateral Agency Agreement, duly executed and delivered by the Multi-Currency Administrative Agent, the New Term Loan Administrative Agent, the Collateral Agent, Revlon and the Company and (ii) amendments or amendments and restatements of each of the ratio other Security Documents reasonably requested by the Multi-Currency Administrative Agent, duly executed and delivered by the Multi-Currency Administrative Agent, the Collateral Agent and the applicable Loan Parties. (d) The Multi-Currency Administrative Agent shall have received certified copies of total Funded Indebtedness resolutions of the Board of Directors of the Company and each Guarantor approving the execution, delivery and performance of this Amendment and the other documents to be executed in connection herewith. (e) The Multi-Currency Administrative Agent shall have received a favorable opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and each Guarantor, addressed to the Multi-Currency Administrative Agent, the Collateral Agent, the Lenders and the Issuing Lenders and in form and substance reasonably satisfactory to the Multi-Currency Administrative Agent. (f) The Multi-Currency Administrative Agent shall have received from the applicable title insurance company bring-down endorsements to each of the title insurance policies issued pursuant to the terms of the Credit Agreement insuring the continued first priority Lien of the Collateral Agent for the benefit of the Multi-Currency Secured Parties (as defined in the Pledge and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect Security Agreement) on each of the Mortgaged Properties pursuant to the transactions consummated on the Fourth Amendment Effective DateMortgages, payment of all costs and expenses in connection therewithsubject only to Customary Permitted Liens, and funding of otherwise in form and substance reasonably satisfactory to the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00;Multi-Currency Administrative Agent. (cg) the The Multi-Currency Administrative Agent shall have receivedreceived a solvency certificate from the principal financial officer of the Company, in form and substance reasonably satisfactory to the Multi-Currency Administrative Agent. (h) The Multi-Currency Administrative Agent shall have received from the Company, for the ratable benefit of the Multi-Currency Lenders a closing fee of $215,625 of which Agent, in its capacity as that have delivered a Lender and for its affiliates who are LendersConsent on or prior to 12:00 noon (New York time) on December 14, will retain $122,083.33 and Regions Bank2006, as a an amendment fee equal to 0.125% of each such Multi-Currency Lender, will receive $93,541.67;’s Multi-Currency Percentage of the Aggregate Multi-Currency Commitment on the Effective Date. (di) the Borrower shall have reimbursed Agent for all costs Prior to and expenses (including all legal fees and expenses) incurred by Agent in connection with after giving effect to this Amendment; (e) the accuracy , each of the representations and warranties contained made by any Loan Party in Section 3 or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date hereof;, as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date. (fj) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no No Default or Event of Default exists shall have occurred and be continuing on the date hereof prior to or will arise as a direct result of after giving effect to this Amendment; and (h) delivery to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable).

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall --------------------------------------------- become effective upon satisfaction in a manner reasonably satisfactory to when the Agent shall have received at least thirteen (13) counterparts of each of this Amendment, duly executed by the Borrower and the Required Lenders and acknowledged by NCFC, provided the following conditions (such time, the “Effective Time”):are satisfied: (a) Before and after giving effect to this Amendment, the representations and warranties of the Company in Section 3 of the Credit Agreement, Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, and of NCFC in Section 15 of the Guaranty, shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Credit Agreement. (b) Before and after giving effect to this Amendment, no Event of Default and no Unmatured Event of Default shall have occurred and be continuing. (c) No material adverse change in the business, assets, financial condition or prospects of the Company or NCFC shall have occurred since the Effective Date. (d) The following, each duly executed or certified, as the case may be, and dated as of the date of delivery to thereof: (i) copy of resolutions of the Agent Board of a counterpart Directors of the Company, certified by its Secretary or Assistant Secretary, authorizing or ratifying the execution, delivery and performance of this Amendment executed by Borrower, Amendment; (ii) a certified copy of any amendment or restatement of the other Credit Parties, Articles of Incorporation or the Agent and By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Lenders; (biii) the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment certified copies of all costs and expenses in connection therewithdocuments evidencing any necessary corporate action, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal consent or governmental or regulatory approval (if any) with respect to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendment; and (hiv) delivery to such other documents, instruments, opinions and approvals as the Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)may reasonably request.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become effective upon the satisfaction in a manner reasonably satisfactory to the Agent of each of the following conditions (such time, the “Effective Time”):conditions: (a) the execution and delivery to the Agent of a counterpart of this Amendment executed by Borrowerthe Constituent Companies, the other Credit Parties, the Agent each Subsidiary Guarantor and the LendersRequired Holders; (b) executed counterparts of an amendment to the Borrower Note and Guaranty Agreement dated as of May 7, 2019, duly executed by the Constituent Companies, each Subsidiary Guarantor and the holders of the Notes thereunder, substantially identical to this Amendment, shall have been delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00Noteholders; (c) executed counterparts of an amendment to the Agent Note and Guaranty Agreement dated as of December 30, 2020, duly executed by the Constituent Companies, each Subsidiary Guarantor and the holders of the Notes thereunder, substantially identical to this Amendment, shall have received, for been delivered to the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67Noteholders; (d) executed counterparts of an amendment to the Borrower Bank Credit Agreement, duly executed by the Constituent Companies and each of the other requisite parties thereto, on terms substantially identical to this Amendment, shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendmentbeen delivered to the Noteholders; (e) the accuracy Constituent Companies shall have paid the fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, special counsel to the representations Noteholders, in connection with the review, negotiation, execution and warranties contained in Section 3 hereof; (f) since December 26, 2011 there delivery of this Amendment to the extent that the Constituent Companies shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result received an invoice therefor at least one Business Day prior to the date of this Amendment; and (hf) delivery to Agent the representations and warranties of the other documents and deliveries each Constituent Company set forth in Section 2 hereof shall be true and correct on Exhibit D attached hereto (in fully-executed forms, where applicable)and with respect to the date hereof.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to any other provision of this Amendment and without affecting in any manner the contrary set forth hereinrights of the holders of the Notes hereunder, it is understood and agreed that this Amendment shall not become effective upon satisfaction in a manner reasonably satisfactory effective, and the Company shall have no rights under this Amendment, until the Noteholders shall have received (i) an amendment fee equal to five (5) basis points of the aggregate principal amount of the Notes payable to the Agent Noteholders on a ratable basis in accordance with the wire instructions set forth in Schedule B of the Note Agreement, (ii) reimbursement or payment of its costs and expenses incurred in connection with this Amendment or the Note Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Noteholders), (iii) each of the following conditions (such time, the “Effective Time”):documents: (a) the delivery executed counterparts to the Agent of a counterpart of this Amendment executed by Borrowerfrom the Company, each of the other Credit Parties, the Agent Guarantors and the LendersNoteholders; (b) a duly executed copy of the Borrower shall have delivered to Agent evidence reasonably amended Credit Agreement, in form and substance satisfactory to Agent demonstrating thatthe Noteholders; and (c) a duly executed certificate of its Secretary or Assistant Secretary, based upon dated the financial statements for date of the twelve month period ended September 9Closing, 2013 delivered certifying as to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and this Amendment, (ii) the ratio of total Funded Indebtedness Company’s organizational documents as then in effect (or certifying that there have been no changes or modifications thereof to the documents delivered pursuant to Section 4.3(b) of the Credit Parties Note Agreement) and their subsidiaries to Fourth Amendment EBITDA(iii) a good standing certificate (or analogous documentation if applicable) for the Company from the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses extent generally available in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendment; and (h) delivery to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)such jurisdiction.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become effective upon satisfaction in as of August 9, 2019 (the “Amendment No. 2 Effective Date”) when: i. this Amendment shall have been executed and delivered by the Borrowers, the Subsidiary Loan Parties (solely for purposes of Section 5 hereof), each New Revolving Lender, each New Term Lender and the Administrative Agents; ii. the Administrative Agents shall have received a manner reasonably satisfactory certificate of a Responsible Officer of each Loan Party dated the date hereof certifying (w) that attached thereto is a true and complete copy of the Organizational Documents of such Loan Party and, to the Agent extent applicable, certified as of a recent date by the appropriate governmental official, (x) that attached thereto is a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation dated a recent date prior to the Amendment No. 2 Effective Date, (y) that attached thereto is a true and complete copy of the following conditions resolutions duly adopted by the board of directors or similar governing body of such Loan Party, or duly constituted committee thereof (such timeincluding, with regard to the U.K. Borrower, shareholder resolutions), authorizing the execution, delivery and performance of this Amendment, all documents executed in connection therewith, the “Effective Time”): borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on such date and (az) the delivery as to the Agent incumbency and specimen signature of a counterpart of each Responsible Officer executing this Amendment and any document executed in connection therewith and countersigned by another officer as to the incumbency and specimen signature of the Responsible Officer executing such certificate which, with respect to the U.K. Borrower, the other Credit Partiesshall also include a certification that (A) borrowing or guaranteeing or securing, as appropriate, the Agent aggregate Commitments under the Credit Agreement and any other Loan Document would not cause any borrowing, guarantee, security or similar limit binding on such Loan Party to be exceeded, as applicable and (B) each copy document relating to it specified in this Section 2(b) is correct, complete and in full force and effect and has not been amended or superseded as at a date earlier than the LendersAmendment No. 2 Effective Date; (bi) the Borrower applicable Administrative Agent shall have delivered received notices of borrowing of New Term Loans and New Revolving Loans, if applicable, and notices of prepayment relating to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent Refinanced Tranche A Term Loans and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) Tranche B Term Loans and (ii) the ratio prepayment of total Funded Indebtedness the aggregate outstanding principal amount of the Refinanced Tranche A Term Loans and the Tranche B Term Loans shall have been consummated or, substantially concurrently with the incurrence of the New Term Loans, shall be consummated together with all accrued and unpaid interest on, and fees related to, the Refinanced Tranche A Term Loans, the Tranche B Term Loans and the Refinanced Revolving Loans (if any); iv. the applicable Administrative Agent shall have received a promissory note in form and substance reasonably acceptable to the applicable Administrative Agent executed by the applicable Borrower in favor of each Lender that requests such a promissory note at least three (3) Business Days in advance of the Amendment No. 2 Effective Date; v. the representations and warranties set forth in Article III of the Credit Parties Agreement and their subsidiaries to Fourth Amendment EBITDA, calculated in each other Loan Document shall be true and correct in all material respects on and as of the date hereof (both before and after giving pro forma effect to the transactions consummated contemplated by this Amendment) with the same effect as though made on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding as of the Incremental date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; vi. the representations and warranties in Section 4 of this Amendment shall be true and correct in all material respects as of the date hereof; vii. each New Revolving Lender, New Term Loan Lender and the prepayment of certain Loans on Administrative Agents shall have received at least two (2) Business Days prior to the Fourth Amendment Effective Datedate hereof all documentation and other information about the Borrowers and the Subsidiary Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, is equal including the Patriot Act, that has been requested in writing at least five (5) Business Days prior to or less than 3.50:1.00the date hereof; (c) viii. the Agent applicable Administrative Agents shall have received, on behalf of themselves and the applicable Lenders, a favorable written opinion from each of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York and Illinois counsel for the ratable benefit of Loan Parties and ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ London LLP, U.K. counsel for the Lenders a closing fee of $215,625 of which Tranche A Term Loan Administrative Agent and Revolving Facility Administrative Agent, in its capacity each case, (A) dated the date hereof, (B) addressed to the applicable Administrative Agents and the applicable Lenders and (C) in form and substance reasonably satisfactory to the applicable Administrative Agents and covering such other matters relating to this Amendment as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67the applicable Administrative Agents shall reasonably request; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) ix. no Default or Event of Default exists shall exist on the date hereof before or will arise as a direct result after giving effect to the New Term Loans and any New Revolving Loans and the use of this Amendmentproceeds thereof; x. all fees and expenses required to be paid by (or on behalf of) the Borrowers to the Administrative Agents pursuant to any written agreement with any Borrower entered into on or before the Amendment No. 2 Effective Date and invoiced at least two (2) Business Days prior to the Amendment No. 2 Effective Date shall have been paid in full in cash or arrangements shall have been made for the payment thereof substantially concurrently with the incurrence of the New Term Loans and the New Revolving Loans (if any); and xi. at least two (h2) delivery days prior to Agent the date hereof, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered a Beneficial Ownership Certification in relation to such Borrower. The Borrowing of the other documents New Term Loans and deliveries set forth any New Revolving Loans shall be deemed to constitute a representation and warranty by the applicable Borrower on Exhibit D attached hereto the Amendment No. 2 Effective Date as to the matters specified in paragraphs (in fully-executed forms, where applicable)e) and (i) above.

Conditions to Effectiveness of this Amendment. 4.1 Notwithstanding anything to any other provision of this Amendment and without affecting in any manner the contrary set forth hereinrights of Bank hereunder, it is understood and agreed that this Amendment shall become effective effective, and Sunlight and Holdings shall have rights under this Amendment, upon the satisfaction in a manner reasonably satisfactory to the Agent of each of the following conditions (such time, the “Waiver Effective TimeDate”): (a) receipt by Bank of each of the delivery to the Agent of a counterpart following: (i) fully executed counterparts of this Amendment executed by Borrower, the other Credit Parties, the Agent from Sunlight and the LendersHoldings; (b) the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio Operating Documents of total Funded Indebtedness each Loan Party and long-form good standing certificates of each of Sunlight and Holdings certified by the Secretary of State of the Credit Parties State (or equivalent agency) of such Loan Party’s jurisdiction of organization, in each case as of a date no earlier than thirty (30) days prior to the Waiver Effective Date; (iii) certificate duly executed by a Responsible Officer or secretary of each of Sunlight and their subsidiaries Holdings attaching (A) its Operating Documents (or certifying such Operating Documents have not changed since April 25, 2023), (B) customary authorizing resolutions, (C) incumbency signatures, and (D) each good standing certificate described in clause (a)(ii) above; and (iv) payment of (A) all outstanding out of pocket professional fees and expenses incurred by Bank under the Existing HI Program Agreement and Existing Solar Program Agreement prior to Fourth Amendment EBITDA, calculated the Waiver Effective Date and (B) CRB Fees (as defined in the Existing Loan Agreement). (a) immediately after giving pro forma effect to the transactions consummated on waivers and amendments hereunder, as of the Fourth Amendment Waiver Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise has occurred and is continuing; (b) immediately after giving effect to the waivers and amendments hereunder, as a direct result of this Amendmentthe Waiver Effective Date, the representations and warranties set forth hereunder shall be true and correct in all material respects; and (h) delivery to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable).

Conditions to Effectiveness of this Amendment. Notwithstanding anything The effectiveness of this Amendment is subject to the contrary set forth herein, this Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to the Agent of each (or written waiver) of the following conditions (the date of satisfaction or written waiver of such timeconditions being referred to herein as the “First Amendment Effective Date”): 4.1 the Administrative Agent shall have executed a counterpart of this Amendment and shall have received (i) from the Consenting Revolving Lenders collectively constituting the Required Revolving Lenders and each Issuing Lender, a duly executed Revolving Lender Consent, and (ii) from the Borrower and Holdings, a counterpart of this Amendment duly executed by the Borrower and Holdings; 4.2 the Administrative Agent shall have received written notice from the Borrower in accordance with Section 2.10 of the Credit Agreement not later than three (3) Business Days prior to the First Amendment Effective Date permanently and irrevocably reducing the Revolving Commitments as follows (such notice, the “Effective TimeRevolving Commitment Reduction/Termination Notice”): (a) immediately upon the delivery to occurrence of the Agent of a counterpart of this First Amendment executed by BorrowerEffective Date, the other Credit Partiesaggregate Revolving Commitments shall be permanently reduced to $10,000,000.00, of which $9,686,456.50 shall consist of L/C Commitments, and each Revolving Lender’s Revolving Commitment shall be as set forth in Schedule 2 (for the avoidance of doubt, the Agent Borrower agrees not to borrow any Revolving Loans pursuant to Section 2.5 of the Credit Agreement on or after the First Amendment Effective Date and the Lenderssole purpose for such remaining commitments shall be for First Amendment Effective Date Letters of Credit); (b) following the First Amendment Effective Date, immediately upon the earlier of (x) 30 days after the expiration of each First Amendment Effective Date Letter of Credit on the respective date set forth in Schedule 1 under the heading “Expiration Date”, provided that the Administrative Agent shall not have received notice of a pending draw request from the applicable Issuing Lender, (y) the earlier termination of any First Amendment Effective Date Letter of Credit and the receipt by the Administrative Agent of the notice specified in Section 3.2 that the original physical copy of such First Amendment Effective Date Letter of Credit has been returned to the applicable Issuing Lender and (z) the earlier drawing upon any First Amendment Effective Date Letter of Credit in accordance with its terms, the aggregate Revolving Commitments and L/C Commitments in effect immediately prior to such expiration, termination or draw shall be automatically and permanently reduced by an amount equal to the greatest multiple of $500,000, if any, which is less than the face amount of the applicable First Amendment Effective Date Letter of Credit set forth in Schedule 1 under the heading “Face Amount” (or, in the case of a draw, the amount of such draw) (and the parties agree that, after giving effect to the application thereof to any reimbursement obligation then outstanding with respect to such expired, terminated or drawn First Amendment Effective Date Letter of Credit, any Cash Collateral then held by the Administrative Agent in excess of 103% of the aggregate principal amount of Revolving Commitments then remaining outstanding shall be promptly released to the Borrower); and (c) immediately upon the occurrence of the events set forth in Section 4.2(b)(x) or (y) with respect to all of the First Amendment Effective Date Letters of Credit, the aggregate Revolving Commitments and L/C Commitments shall be automatically and permanently reduced to zero and the Revolving Facility shall cease to be outstanding (and any remaining cash collateral (including any remaining Cash Collateral) then held by the Administrative Agent shall be promptly released to the Borrower); 4.3 each First Amendment Effective Date Letter of Credit shall have been Cash Collateralized and the Borrower shall have delivered to deposited with the Administrative Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements (as collateral for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, Revolving Commitments for the ratable benefit of the Agents, the Issuing Lenders a closing fee and the Revolving Lenders) cash collateral (including Cash Collateral in respect of $215,625 the First Amendment Effective Date Letters of which Agent, Credit) in its capacity an aggregate amount equal to 103% of the Revolving Commitments as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67of the First Amendment Effective Date immediately after giving effect to this Amendment; (d) 4.4 the representations and warranties of the Borrower and the other Loan Parties set forth in this Amendment shall be true and correct in all material respects; and 4.5 concurrently with the consummation of the transactions contemplated hereby, the Borrower shall have reimbursed paid (a) the aggregate principal amount of all Revolving Loans (together with all accrued and unpaid interest and fees on the Revolving Loans up to, but not including, the First Amendment Effective Date) to the Revolving Lenders and any other amounts payable by the Borrower under Section 2.20 and Section 2.21 of the Credit Agreement to the Revolving Lenders, (b) to the Administrative Agent for all costs fees (including but not limited to fees under Section 2.9(b)), indemnities, reasonable and documented cost reimbursements and other Obligations, if any, then due and owing to the Revolving Lenders or the Administrative Agent under the Loan Documents (on or prior to the First Amendment Effective Date) and (c) to Shearman & Sterling LLP, counsel to the Administrative Agent, all invoiced fees and expenses (including all legal fees and expenses) incurred by Agent of which the Borrower has been notified in connection with this Amendment; (e) writing at least two Business Days prior to the accuracy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendment; and (h) delivery to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)First Amendment Effective Date.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to any other provision of this Amendment and without affecting in any manner the contrary set forth hereinrights of the Noteholders hereunder, it is understood and agreed that this Amendment shall not become effective upon effective, and the Company shall have no rights hereunder, until satisfaction in a manner reasonably satisfactory to the Agent of each of the condition set forth in the first sentence following conditions clause (such time, the “Effective Time”):e) of this Section 3 and until each Noteholder shall have received: (a) the delivery to the Agent of a counterpart copy of this Amendment executed by Borrowerthe Company, the other Credit Parties, the Agent Subsidiary Guarantors and the LendersRequired Holders; (b) a copy of the Borrower shall have delivered to Agent evidence fully executed Third Bank Amendment in form and substance reasonably satisfactory to Agent demonstrating thatthe Required Holders (a true, based upon correct and complete copy of which is attached hereto as Annex 1), which, among other things, provides for an increase in the financial statements for aggregate Revolver Commitments (as defined in the twelve month period ended September 9, 2013 delivered New Loan Agreement) thereunder from $15,000,000 to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.0020,000,000; (c) the Agent shall have receiveda fully executed copy of that certain Purchase Agreement, for the ratable benefit dated as of the Lenders date hereof (the “2010 Purchase Agreement”), by and between Gores Radio and the Company in form and substance satisfactory to the Required Holders (a closing fee of $215,625 true, correct and complete copy of which Agentis attached hereto as Annex 2), which provides, among other things for (i) the purchase by Gores Radio, in its capacity cash, of not less than $5,000,000 of new shares of common stock of the Company on or prior to September 7, 2010 at a purchase price equal to $6.50 per share and otherwise on terms and conditions reasonably satisfactory to the Required Holders (the “2010 Stock Purchase”); and (ii) subject to the terms of Section 2.1(b) of the 2010 Purchase Agreement (as in effect on the date hereof), the purchase by Gores Radio, in cash, of not less than $10,000,000 of new shares of common stock of the Company on or prior to February 28, 2011 (or such earlier date as may be necessary to remedy any liquidity shortfall of the Company on the terms and conditions set forth in the 2010 Purchase Agreement) at a Lender purchase price per share equal to the Fair Market Value (as defined below) thereof and for its affiliates who are Lenders, will retain $122,083.33 otherwise on terms and Regions Bank, as a Lender, will receive $93,541.67conditions reasonably satisfactory to the Required Holders (the “2011 Stock Purchase”); (d) the Borrower representations and warranties set forth in Section 4 of this Amendment shall have reimbursed Agent for all costs be true and expenses correct as of the date hereof; and (including all legal fees e) payment of the reasonable fees, charges and expenses) disbursements of counsel to, and the financial advisor for, the Noteholders and incurred by Agent in connection with this Amendment; Amendment (eas set forth in invoices provided by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇, Del Genio, ▇▇▇▇▇ & Co., LLC, respectively, to the Company on or prior to the date hereof). In addition, all corporate and other proceedings in connection with the transactions contemplated by this Amendment and all documents and instruments incident to such transactions shall be reasonably satisfactory to the Required Holders and their special counsel (such satisfaction to be established by the execution and delivery of this Amendment by the Required Holders). The date on which all such conditions to the effectiveness of this Amendment have been met is referred to herein as the “Effective Date”. For purposes of clause (c) above, the accuracy “Fair Market Value” per share of common stock of the representations and warranties contained in Section 3 hereof; Company on a given date shall mean (fx) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event if the shares of Default exists or will arise as a direct result of this Amendment; and (h) delivery to Agent common stock of the other documents Company are publicly traded in the over-the-counter market, then the average of the per share volume-weighted average price for the Company’s Primary Exchange as displayed under the heading “VWAP” on the Bloomberg Financial Markets Information Service (or, if Bloomberg ceases to publish such price, any successor service reasonably chosen by the Company) page “WWON<Equity> VWAP” (or the equivalent successor if such page is not available), in respect of the period from the open of trading on the relevant trading day until the close of trading on such trading day, for the thirty (30) consecutive trading days ended on the trading day immediately preceding such date, or (y) if no such quotations are available, the fair value of such shares as of such date as determined by mutual agreement of the Board of Directors of the Company and deliveries set forth the Required Holders, or, if they shall fail to agree within 10 Business Days (or a further period on Exhibit D attached hereto written agreement of all such parties), by an independent internationally-recognized investment banking firm selected by the Board of Directors with the consent of the Required Holders (the fees and expenses of which shall be paid by the Company). Notwithstanding the foregoing, if the Fair Market Value of the shares of common stock of the Company determined in fully-executed formsaccordance with clause (x) or (y) of the preceding sentence, where as applicable, is less than $4.00 per share, the Fair Market Value of each share of Common Stock shall be deemed to be $4.00 per share for purposes of the 2011 Stock Purchase, and if the Fair Market Value of the shares of common stock of the Company determined in accordance with clause (x) or (y) of the preceding sentence, as applicable, is greater than $9.00 per share, the Fair Market Value of each share of Common Stock shall be deemed to be $9.00 per share for purposes of the 2011 Stock Purchase. For purposes hereof, the “Primary Exchange” means the “Primary Exchange” identified on page 2 on the Bloomberg Financial Markets Information Service (or, if Bloomberg ceases to publish such price, any successor service reasonably chosen by the Company) page “WWON<Equity> DES” (or the equivalent successor if such page is not available).

Conditions to Effectiveness of this Amendment. Notwithstanding anything to This Amendment shall be effective as of June 29, 2005 (the contrary set forth herein“Effective Date”), provided the Agent shall have received sufficient counterparts of this Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to as required by the Agent Agent, duly executed by the Borrowers and all of each of the Banks, and the following conditions (such time, the “Effective Time”):are satisfied or waived: (a) Before and after giving effect to this Amendment, the delivery representations and warranties of the Borrowers in Article IV of the Loan Agreement and Section 7 of the Security Agreement shall be true and correct in all material respects as though made on the date hereof, except to the Agent extent such representations and warranties by their terms are made as of a counterpart specific date and except for changes that are permitted by the terms of this Amendment executed by Borrower, the other Credit Parties, the Agent and the Lenders;Loan Agreement. (b) the Borrower After giving effect to this Amendment, no Event of Default and no Default shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent occurred and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00;be continuing. (c) the Agent No Material Adverse Effect shall have receivedoccurred since June 3, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67;2005. (d) the Borrower No revisions shall have reimbursed been made to the articles of incorporation or bylaws of any of the Borrowers since June 3, 2005, except as provided to the Agent for all costs and expenses under (including all legal fees and expensese) incurred by Agent in connection with this Amendment;(ii) below. (e) The Agent shall have received the accuracy following or shall receive the following substantially simultaneously with the execution and delivery of this Amendment, each duly executed or certified, as the case may be, and dated as of the representations date of delivery thereof: (i) an officer’s certificate from the Company and warranties contained in Section 3 hereofeach Subsidiary Borrower and, as applicable, Foreign Currency Borrower certifying resolutions of the board of directors, managers or member of each such Borrower authorizing (A) this Amendment, the execution, delivery and performance of this Amendment and all documents contemplated hereunder, (B) the sale of the Senior Unsecured Notes, the execution, delivery and performance of all documents related thereto, including any such guaranties, and all documents contemplated hereunder and thereunder, and certifying the designation of Authorized Officers to execute the Loan Agreement, Loan Documents and amendments thereto as well as the documents contemplated under the Senior Unsecured Note Offering; (fii) since December 26such other documents, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise instruments and approvals as a direct result of this Amendment; and (h) delivery to the Agent may reasonably request, including, without limitation, certified copies of the other Articles or Certificate of Incorporation or Organization and bylaws or operating agreement of any Subsidiary Borrower which has amended or modified any of such documents and deliveries set forth on Exhibit D attached hereto (in fully-executed formssince June 3, where applicable)2005.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, The effectiveness of this Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to not occur, until (i) receipt by the Administrative Agent of counterparts of this Amendment duly executed by each of the Borrowers, Parent and the Administrative Agent and consented to by the Required Lenders and (ii) the Borrowers have satisfied each of the following conditions in a manner satisfactory to the Administrative Agent and the Lenders, and with respect to any condition requiring delivery of any agreement, certificate, document, or instrument, the Borrowers shall have furnished to the Administrative Agent sufficient copies of any such agreement, certificate, document, or instrument for distribution to the Lenders (such timedate, the “Amendment Effective TimeDate”):). (a) The Borrowers shall furnish copies of duly approved Resolutions authorizing the execution and delivery of the Loan Documents to which the Borrowers are a party, and, with respect to the Agent of a counterpart of this Amendment executed by Borrower, the other Credit Parties, the Agent Dutch Borrower and the Lenders;Norwegian Borrower authorizing borrowings and requests for issuance of Facility LCs hereunder, each certified by the secretary of such Obligated Party as being true, correct, and complete. (b) The Dutch Borrower and the Norwegian Borrower shall have delivered furnish an incumbency certificate, executed by the secretary of the Norwegian Borrower and by an authorized signatory of the Dutch Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Obligated Party authorized to Agent evidence reasonably satisfactory sign the Loan Documents to Agent demonstrating thatwhich such Obligated Party is a party and authorized to request Credit Extensions on behalf of the Dutch Borrower and Norwegian Borrower, based upon which certificate the financial statements for Agents, the twelve month period ended September 9LC Issuer, 2013 delivered to Agent the Acceptance Lender, and the Lenders shall be entitled to rely until informed of any change in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00;writing by such Borrowers. (c) The Dutch Borrower and the Agent Norwegian Borrower shall have receivedfurnish a certificate, for signed by the ratable benefit chief financial officer of the Lenders a closing fee Parent of $215,625 the Dutch Borrower and the Norwegian Borrower, specifying the deposit accounts which are the respective Funding Accounts of which Agent, in its capacity as a Lender the Dutch Borrower and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67;the Norwegian Borrower. (d) the Borrower The Lenders shall have reimbursed Agent for all costs received such opinions of counsel as any Lender shall reasonably request, each such opinion to be in a form, scope, and expenses (including all legal fees substance reasonably satisfactory to the Lenders and expenses) incurred by Agent in connection with this Amendment;their respective counsel. (e) The Dutch Borrower and the accuracy Norwegian Borrower shall furnish: (i) acknowledgment copies, verification statements, or certified copies of proper financing statements or similar filings, duly filed on or before the representations and warranties contained Amendment Effective Date that the Administrative Agent may deem necessary or reasonably desirable in Section 3 hereoforder to perfect and/or continue the Agents’ Liens granted by the Norwegian Borrower; (fii) since December 26executed copies of the Guaranty Agreements, 2011 there shall not have occurred any Material Adverse EffectSecurity Agreements and all other security documents (the “Security Documents”) the Administrative Agent may deem necessary or reasonably desirable in order to secure the obligations and liabilities of the Norwegian Borrower; (gA) no Default or Event of Default exists or will arise as a direct result of this Amendment; all certificates evidencing the Capital Stock required to be pledged pursuant to the Security Agreements and (h) delivery to Agent , in respect of the other documents Dutch Borrower, an executed copy of a notarial deed of the pledge of 65% of the shares in the capital of the Dutch Borrower, by and deliveries set forth on Exhibit D attached hereto between the parent of the Dutch Borrower, as pledgor, the Collateral Agent, as pledgee, and the Dutch Borrower and (B) each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Documents endorsed (without recourse) in fully-blank (or accompanied by an executed forms, where applicable)transfer form in blank) by the pledgor thereof.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become effective upon satisfaction in a manner reasonably satisfactory on the day (the “Effective Date”) when Seller shall have paid or delivered, as applicable, to the Agent of each Purchasers all of the following conditions (such timefees, the “Effective Time”):expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchasers: (a) all accrued and unpaid fees and expenses owed to Purchasers in accordance with the delivery to the Agent of a counterpart of this Amendment executed by BorrowerFacility Documents, the other Credit Partiesin each case, the Agent in immediately available funds, and the Lenderswithout deduction, set-off or counterclaim; (b) the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA a copy of this Amendment duly executed by each of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00parties hereto; (c) the Agent shall have received, for the ratable benefit a (i) copy of the Lenders a closing fee Amendment Number Two to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of $215,625 the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of which Agentthe date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement dated as of the date hereof, (iv) the Amendment Number Eleven to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67each case duly executed by each of the parties thereto; (d) the Borrower shall have reimbursed Agent for all costs and expenses first installment of the Renewal Fee (including all legal fees and expenses) incurred by Agent as defined in connection with this Amendment;the Amendment No. 2); and (e) the accuracy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendment; and (h) delivery to Agent of the other documents and deliveries set forth reasonably requested by Purchasers or Agent on Exhibit D attached hereto (in fully-executed forms, where applicable)or prior to the date hereof.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to any other provision of this Amendment and without affecting in any manner the contrary set forth hereinrights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective upon satisfaction effective, and the Borrower shall have no rights under this Amendment, until the Administrative Agent shall have received (i) such fees as the Borrower has previously agreed to pay the Administrative Agent or any of its Affiliates or the Lenders in a manner reasonably satisfactory connection with this Amendment, (ii) reimbursement or payment of its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Amendment or the Credit Agreement (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, counsel to the Agent of Administrative Agent), and (iii) each of the following conditions documents (such time, the “Amendment Effective TimeDate”): (a) the delivery executed counterparts to the Agent of a counterpart of this Amendment executed by (which may include telecopy or other electronic submission of signed signature pages) from the Borrower, Parent, the other Credit Loan Parties, the Agent Required Lenders, the Committing Lenders and the LendersAdministrative Agent; (b) at the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating thatrequest of any Lender providing a Revolving Commitment Increase, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: promissory notes (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00applicable replacements thereof); (c) the Agent shall have received, for the ratable benefit a certificate of the Lenders a closing fee of $215,625 of which AgentSecretary or Assistant Secretary (or, in the case of UK Loan Parties, an authorized signatory) of each Loan Party in the form of Exhibit 3.1(b)(ii) attached to the Credit Agreement with such amendments as the Administrative Agent may agree, attaching and certifying copies of its capacity as bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of such Loan Party’s board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of this Amendment (if applicable) and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67party; (d) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together (except with respect to UK Loan Parties) with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and in the case of the Borrower, a certificate from the Secretary of State of New York that the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendmentis qualified as a foreign corporation; (e) a favorable written opinion of (i) Cravath, Swaine & ▇▇▇▇▇ LLP, special New York counsel to the accuracy Borrower, addressed to the Administrative Agent and each of the representations Lenders, and warranties contained in Section 3 hereofcovering such matters relating to the Loan Parties, this Amendment, the other Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request (ii) ▇▇▇▇▇▇▇▇▇ and May, special English counsel to the Borrower and each UK Loan Party, addressed to the Administrative Agent and each of the Lenders, and covering such English law matters relating to the Loan Parties, this Amendment, the other Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request and (iii) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP (London), special UK counsel to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the this Amendment, the other Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (f) since December 26copies of favorable UCC, 2011 there shall not have occurred any Material Adverse Effecttax and judgment lien search reports (excluding, for the avoidance of doubt, intellectual property searches) in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties as requested by the Administrative Agent; (g) a certificate from a Responsible Officer of the Borrower certifying that, on the date hereof and immediately after giving effect to the transactions contemplated herein, no Default or Event of Default exists or will arise is continuing, all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties are true and correct in all respects) except to the extent that any such representation or warranty specifically refers to an earlier date, in which case it is true and correct in all material respects as of such earlier date (other than those representations and warranties that are expressly qualified by a direct result Material Adverse Effect or other materiality, in which case such representations and warranties are true and correct in all respects as of this Amendmentsuch earlier date), and since March 31, 2020, there has been no change with respect to the Borrower and its Subsidiaries which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (h) duly executed copies of (i) that certain Supplemental Debenture dated as of the date hereof by and among the UK Loan Parties and Administrative Agent and (ii) that certain Supplemental Charge Over Shares dated as of the date hereof by and between Borrower and Administrative Agent; and (hi) delivery to such other documents, instruments, certificates and consents as the Administrative Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)may reasonably request.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth hereinThis Amendment shall not become effective until, this Amendment and shall become effective upon satisfaction in a manner reasonably satisfactory to the Agent of when, each and every one of the following conditions (such time, the “Effective Time”):shall have been satisfied: (a) executed counterparts of this Amendment, duly executed by the delivery Borrower and each of the Banks, shall have been delivered to the Agent of a counterpart of this Amendment executed by Borrower, the other Credit Parties, the Agent and the LendersAgent; (b) executed Revolving Notes (the Borrower "New Notes") in the form of Exhibit 1.1C shall have delivered to been received by the Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA on behalf of each of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00;Banks. (c) the Agent shall have received, for the ratable benefit received from each of the Lenders Guarantors, other than PRIMA, Norstan International and Norstan-UK, a closing fee Consent and Agreement of $215,625 Guarantor in the form of which Agent, in its capacity as a Lender Attachment 1 hereto (the "Guarantor Agreements") duly completed and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67executed by such Guarantor; (d) the Borrower Agent shall have reimbursed Agent for all costs received from each of PRIMA, Norstan International and expenses (including all legal fees and expenses) incurred by Agent Norstan-UK a duly executed Guaranty in connection with this Amendmentthe form of Exhibit A hereto; (e) the accuracy Agent shall have received a copy of the representations resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and warranties contained in Section 3 hereofperformance by the Borrower of this Amendment, certified by its Secretary or an Assistant Secretary, together with a certificate of the Secretary or an Assistant Secretary of the Borrower certifying as to the incumbency and the true signatures of the officers authorized to execute this Amendment on behalf of the Borrower; (f) since December 26a copy of the corporate resolution of each of PRIMA, 2011 there shall not have occurred any Material Adverse EffectNorstan International and Norstan-UK authorizing the execution, delivery and performance of its respective Guaranty; (g) no Default an incumbency certificate for each of PRIMA, Norstan International and Norstan-UK showing the names and titles and bearing the signatures of its officers authorized to execute its respective Guaranty, certified as of the Closing Date by the Secretary or Event an Assistant Secretary of Default exists or will arise as a direct result of this Amendment; andPRIMA, Norstan International and Norstan-UK, respectively; (h) delivery to Agent a copy of the other documents Articles of Incorporation of each of PRIMA, Norstan International and deliveries set forth on Exhibit D attached hereto Norstan-UK with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its incorporation as of a date not more than ten days prior to the date hereof; (i) a certificate of good standing for each of PRIMA, Norstan International and Norstan-UK in fullythe jurisdiction of its incorporation, certified by the appropriate governmental officials as of a date not more than ten days prior to the date hereof; (j) a copy of the bylaws of each of PRIMA, Norstan International and Norstan-executed formsUK, where applicable).certified as of the Closing Date by the Secretary or an Assistant Secretary of PRIMA, Norstan International and Norstan-UK, respectively; and

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, any other provision of this Amendment shall become effective upon satisfaction and without affecting in a any manner reasonably satisfactory to the Agent of each rights of the following conditions (such timeLenders hereunder, it is understood and agreed that this Amendment and the “Effective Time”):terms contemplated hereby shall not become effective, and the Borrower shall have no rights under this Amendment, until: (a) the delivery to Administrative Agent shall have received (i) the Agent fees set forth in that Fee Letter dated as of a counterpart of this Amendment executed by July 31, 2013 among the Borrower, the other Administrative Agent, RBS Securities Inc. and Crédit Agricole Corporate and Investment Bank, (ii) such fees as the Borrower has previously agreed to pay the Administrative Agent or any of its affiliates in connection with this Amendment, (iii) reimbursement or payment of its costs and expenses incurred in connection with this Amendment or the Credit PartiesAgreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Administrative Agent); (b) the Administrative Agent shall have received each of the following documents: (i) executed counterparts to this Amendment from the Borrower and the Lenders; (bii) a certificate of the Secretary or Assistant Secretary of the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating thatin the form of Exhibit 3.1(b)(iii), based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent attaching and the Lenders in accordance with the Credit Agreement: (i) EBITDA certifying copies of its bylaws and of the Credit Parties resolutions of its boards of directors, authorizing the execution, delivery and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness performance of the Credit Parties Amendment and their subsidiaries to Fourth Amendment EBITDAcertifying the name, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment title and true signature of all costs and expenses in connection therewith, and funding each officer of the Incremental Term Loan and Borrower executing the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (eiii) the accuracy certified copies of the representations articles or certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions of organization of the Borrower and warranties contained each other jurisdiction in Section 3 hereof; (f) since December 26, 2011 there shall not which the failure to so qualify and be in good standing would have occurred any or would reasonably be expected to have a Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendment; and (hiv) delivery a favorable written opinion of inside or outside counsel to the Borrower, addressed to the Administrative Agent and each of the other documents Lenders, and deliveries set forth on Exhibit D attached hereto (in fully-executed formscovering such matters relating to the Borrower, where applicable)the Amendment and the transactions contemplated herein as the Administrative Agent or the Required Lenders shall reasonably request.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall --------------------------------------------- become effective upon satisfaction in a manner reasonably satisfactory to when the Agent shall have received at least thirteen (13) counterparts of this Amendment, duly executed by the Company and each of Lender and acknowledged by NCFC, provided the following conditions (such time, the “Effective Time”):are satisfied: (a) Before and after giving effect to this Amendment, the representations and warranties of the Company in Section 3 of the Credit Agreement, Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, and of NCFC in Section 15 of the Guaranty, shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Credit Agreement. (b) Before and after giving effect to this Amendment, no Event of Default and no Unmatured Event of Default shall have occurred and be continuing. (c) No material adverse change in the business, assets, financial condition or prospects of the Company or NCFC shall have occurred since the Effective Date. (d) The following, each duly executed or certified, as the case may be, and dated as of the date of delivery to thereof: (i) certified copies of resolutions of the Agent Board of a counterpart Directors of the Company authorizing or ratifying the execution, delivery and performance of this Amendment executed by Borrower, Amendment; (ii) a certified copy of any amendment or restatement of the other Credit Parties, Articles of Incorporation or the Agent and By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Lenders; (biii) the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment certified copies of all costs and expenses in connection therewithdocuments evidencing any necessary corporate action, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal consent or governmental or regulatory approval (if any) with respect to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendment; and (hiv) delivery to such other documents, instruments, opinions and approvals as the Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)may reasonably request.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to any other provision of this Amendment and without affecting in any manner the contrary set forth hereinrights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective upon satisfaction in a manner reasonably satisfactory to the Agent of each of the following conditions (such timeeffective, the “Effective Time”): (a) the delivery to the Agent of a counterpart of this Amendment executed by Borrower, the other Credit Parties, the Agent and the Lenders; (b) the Borrower shall have delivered to no rights under this Amendment, until the Administrative Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: shall have received (i) EBITDA the fees set forth in that Fee Letter dated as of September 3, 2013 among the Credit Parties Borrower, the Administrative Agent and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and SunTrust R▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, reimbursement or payment of all its costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; Amendment or the Credit Agreement (eincluding reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Administrative Agent), (iii) executed counterparts to this Amendment from the accuracy Borrower and the Lenders, (iv) a certificate of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default Secretary or Event of Default exists or will arise as a direct result of this Amendment; and (h) delivery to Agent Assistant Secretary of the other documents Borrower, (A) attaching a certificate of good standing or existence of a recent date, as may be available from the Secretary of State of the jurisdiction of incorporation of the Borrower, (B) attaching and deliveries set forth on Exhibit D attached hereto certifying resolutions of its board of directors authorizing the execution, delivery and performance of the Amendment, (in fully-executed formsC) certifying the name, where applicable)title and true signature of each officer of the Borrower executing the Amendment and (D) attaching and certifying copies of the articles of incorporation of the Borrower and (v) a favorable written opinion of counsel to the Borrower, addressed to the Administrative and each of the Lenders, and covering such matters relating to the Borrower, the Amendment and the transactions contemplated therein as the Administrative Agent shall reasonably request.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to This Amendment and the contrary set forth herein, this Amendment amendments contained herein shall become effective upon satisfaction in a manner reasonably satisfactory to on the Agent of date (the "Fourth Amendment Effective Date") when each of the following conditions (such time, set forth below shall have been fulfilled to the “Effective Time”):satisfaction of the Administrative Agent: (a) the delivery to the The Administrative Agent of a counterpart shall have received counterparts of this Amendment Amendment, duly executed by and delivered on behalf of the Borrower, the other Credit Loan Parties, the Administrative Agent and the Lenders;Lenders party hereto. (b) No event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct in all material respects (or, if qualified by materiality, in all respects) at the Fourth Amendment Effective Date as if made on and as of such Fourth Amendment Effective Date, except that (a) any representation or warranty relating to any financial statements shall be deemed to be applicable to the financial statements most recently delivered to the Administrative Agent in accordance with the provisions of the Loan Documents and (b) each other representation or warranty expressly stated to be made as of the Closing Date shall not be deemed to have been repeated as of any date other than the Closing Date. (d) The Borrower shall have delivered to the Administrative Agent (1) certified copies of evidence reasonably satisfactory to Agent demonstrating that, based upon of all corporate and company actions taken by the financial statements for the twelve month period ended September 9, 2013 delivered to Agent Borrower and the Lenders in accordance with other Loan Parties to authorize the Credit Agreement: execution and delivery of this Amendment, (i2) EBITDA certified copies of any amendments to the articles or certificate of incorporation, formation or organization, bylaws, partnership certificate or operating agreement of the Borrower and each other Loan Party since the date of the Credit Parties Agreement or, as applicable, the joinder of a Loan Party to the Loan Documents, (3) a certificate of incumbency for the officers or other authorized agents, members or partners of the Borrower and their Subsidiaries is not less than $11,100,000 (“Fourth each other Loan Party executing this Amendment EBITDA”) and the other Loan Documents related hereto and (ii4) such additional supporting documents as the ratio Administrative Agent or counsel for the Administrative Agent reasonably may request. (e) Intentionally deleted. (f) Intentionally deleted. (g) All documents delivered pursuant to this Amendment must be of total Funded Indebtedness form and substance satisfactory to the Administrative Agent and its counsel, and all legal matters incident to this Amendment must be satisfactory to the Administrative Agent's counsel. (h) Payment by the Borrower in immediately available funds of the Credit Parties and their subsidiaries fees agreed to Fourth Amendment EBITDA, calculated giving pro forma effect to in the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent letter entered into in connection with this Amendment; (e) Amendment and the accuracy of the representations fees and warranties contained in expenses required to be paid by Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result 11 of this Amendment; and. (hi) delivery to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)Intentionally deleted.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become effective upon the satisfaction in a manner reasonably satisfactory to the Agent of each of the following conditions (such time, the “Effective Time”):conditions: (a) the execution and delivery to the Agent of a counterpart of this Amendment executed by Borrowerthe Constituent Companies, the other Credit Parties, the Agent each Subsidiary Guarantor and the LendersRequired Holders; (b) executed counterparts of an amendment to the Borrower Note and Guaranty Agreement dated as of December 4, 2018, duly executed by the Constituent Companies, each Subsidiary Guarantor and the holders of the Notes thereunder, substantially identical to this Amendment, shall have been delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00Noteholders; (c) executed counterparts of an amendment to the Agent Note and Guaranty Agreement dated as of December 30, 2020, duly executed by the Constituent Companies, each Subsidiary Guarantor and the holders of the Notes thereunder, substantially identical to this Amendment, shall have received, for been delivered to the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67Noteholders; (d) executed counterparts of an amendment to the Borrower Bank Credit Agreement, duly executed by the Constituent Companies and each of the other requisite parties thereto, on terms substantially identical to this Amendment, shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendmentbeen delivered to the Noteholders; (e) the accuracy Constituent Companies shall have paid the fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, special counsel to the representations Noteholders, in connection with the review, negotiation, execution and warranties contained in Section 3 hereof; (f) since December 26, 2011 there delivery of this Amendment to the extent that the Constituent Companies shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result received an invoice therefor at least one Business Day prior to the date of this Amendment; and (hf) delivery to Agent the representations and warranties of the other documents and deliveries each Constituent Company set forth in Section 2 hereof shall be true and correct on Exhibit D attached hereto (in fully-executed forms, where applicable)and with respect to the date hereof.

Conditions to Effectiveness of this Amendment. Notwithstanding anything any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Amendment, the increase in the Commitments and the other terms contemplated hereby shall not become effective, and the Borrower shall have no rights under this Amendment, until: a) The Administrative Agent shall have received (i) the fees set forth in the Fee Letters (as defined above), (ii) such fees as the Borrower has previously agreed to pay the Administrative Agent or any of its affiliates in connection with this Amendment, and (iii) reimbursement or payment of its costs and expenses incurred in connection with this Amendment or the Credit Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the contrary set forth herein, this Amendment shall become effective upon satisfaction Administrative Agent); b) To the extent requested by any Lender in a manner reasonably satisfactory writing not less than five (5) Business Days prior to the First Amendment Date, any such Lender shall have received, not later than two (2) calendar days prior to the First Amendment Date, all documentation and other information with respect to the Borrower that such Lender reasonably believes is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act; and c) The Administrative Agent of shall have received each of the following conditions (such time, the “Effective Time”):following: (a) the delivery i. executed counterparts to the Agent of a counterpart of this Amendment executed by Borrower, from the other Credit Parties, the Agent Borrower and the Lenders; (b) ii. a certificate of the Secretary or Assistant Secretary of the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating thatin the form of Exhibit 3.1(b)(iii), based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent attaching and the Lenders in accordance with the Credit Agreement: (i) EBITDA certifying copies of its bylaws and of the Credit Parties resolutions of its boards of directors, authorizing the execution, delivery and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness performance of the Credit Parties Amendment and their subsidiaries to Fourth Amendment EBITDAcertifying the name, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment title and true signature of all costs and expenses in connection therewith, and funding each officer of the Incremental Term Loan and Borrower executing the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy iii. certified copies of the representations articles or certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions of organization of the Borrower and warranties contained each other jurisdiction in Section 3 hereof; (f) since December 26, 2011 there shall not which the failure to so qualify and be in good standing would have occurred any or would reasonably be expected to have a Material Adverse Effect; (g) no Default iv. a favorable written opinion of inside or Event outside counsel to the Borrower, addressed to the Administrative Agent and each of Default exists the Lenders, and covering such matters relating to the Borrower, the Amendment and the transactions contemplated herein as the Administrative Agent or will arise as a direct result of this Amendmentthe Required Lenders shall reasonably request; and (h) delivery v. certified copies of all consents, approvals, authorizations, registrations and filings and orders, if any, required or advisable to Agent be made or obtained under any Requirement of Law, or by any Contractual Obligation of Borrower, in connection with the execution, delivery, performance, validity and enforceability of this Amendment or any of the other documents transactions contemplated hereby, and deliveries set forth on Exhibit D attached hereto (such consents, approvals, authorizations, registrations, filings and orders shall be in fully-executed forms, where applicable)full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by an governmental authority regarding the Commitments or any transaction being financed with the proceeds hereof shall be ongoing.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to This Amendment and the contrary set forth herein, this Amendment amendments contained herein shall become effective upon satisfaction in a manner reasonably satisfactory to on the Agent of date (the “Fourth Effective Date”) when each of the following conditions (such time, set forth below shall have been fulfilled to the “Effective Time”):satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of the delivery Borrower and the other Loan Parties thereto, as well as allonges to the Agent of a counterpart of this Amendment Revolving Credit Notes or amendments and restatements thereof, and the Supplement and Joinder, duly executed by Borrower, the other Credit Parties, the Agent and the Lenders;parties thereto. (b) No event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct in all material respects at the Fourth Amendment Effective Date as if made on and as of such Fourth Amendment Effective Date, except that (a) any representation or warranty relating to any financial statements shall be deemed to be applicable to the financial statements most recently delivered to the Administrative Agent in accordance with the provisions of the Loan Documents and (b) each other representation or warranty expressly stated to be made as of the Closing Date shall not be deemed to have been made as of any date other than the Closing Date. (d) The Borrower shall have delivered to the Administrative Agent (1) certified copies of evidence reasonably satisfactory to Agent demonstrating that, based upon of all corporate and company actions taken by the financial statements for the twelve month period ended September 9, 2013 delivered to Agent Borrower and the Lenders in accordance with other Loan Parties to authorize the execution and delivery of this Amendment and the Supplement and Joinder and the other Loan Documents related thereto, (2) certified copies of any amendments to the articles or certificate of incorporation, formation or organization, bylaws, partnership certificate or operating agreement of the Borrower and each other Loan Party since the date of the Credit Agreement: , (i3) EBITDA a certificate of incumbency for the officers or other authorized agents, members or partners of the Borrower and each other Loan Party executing this Amendment and the Supplement and Joinder and the other Loan Documents related thereto, (4) all documents, certificates, resolutions and other items required by Section 2.24 of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) Agreement with respect to the Borrower’s request to increase the Aggregate Revolving Commitments and (ii5) such additional supporting documents as the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to Administrative Agent or less than 3.50:1.00; (c) the Agent shall have received, counsel for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Administrative Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment;reasonably may request. (e) The Borrower shall have paid the accuracy fees and expenses required to be paid by Section 10 of this Amendment and by the provisions of the representations Supplement and warranties contained in Section 3 hereof;Joinder. (f) since December 26All documents delivered pursuant to this Amendment must be of form and substance satisfactory to the Administrative Agent and its counsel, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of and all legal matters incident to this Amendment; and (h) delivery Amendment must be satisfactory to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)Administrative Agent’s counsel.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to This Amendment shall be effective as of December 30, 2005 (the contrary set forth herein“Effective Date”), provided the Agent shall have received sufficient counterparts of this Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to as required by the Agent Agent, duly executed by the Borrowers and all of each of the Banks, and the following conditions (such time, the “Effective Time”):are satisfied or waived: (a) Before and after giving effect to this Amendment, the delivery representations and warranties of the Borrowers in Article IV of the Loan Agreement and Section 7 of the Security Agreement shall be true and correct in all material respects as though made on the date hereof, except to the Agent extent such representations and warranties by their terms are made as of a counterpart specific date and except for changes that are permitted by the terms of this Amendment executed by Borrower, the other Credit Parties, the Agent and the Lenders;Loan Agreement. (b) the Borrower After giving effect to this Amendment, no Event of Default and no Default shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent occurred and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00;be continuing. (c) the Agent No Material Adverse Effect shall have receivedoccurred since July 12, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67;2005. (d) the Borrower No revisions shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment;been made to the articles of incorporation or bylaws of any of the Borrowers since July 12, 2005. (e) The Agent shall have received the accuracy following or shall receive the following substantially simultaneously with the execution and delivery of this Amendment, each duly executed or certified, as the case may be, and dated as of the representations date of delivery thereof: (i) new Revolving Note payable to the Agent (the “New Note”) duly executed by the Borrowers (which shall be provided promptly after execution and warranties contained in Section 3 hereofdelivery of this Amendment); (fii) since December 26an officer’s certificate from each Foreign Currency Borrower certifying resolutions of the board of directors, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default managers or Event member of Default exists or will arise as a direct result each such Borrower authorizing the changes in the Loan Agreement under this Amendment, the execution, delivery and performance of this Amendment and all documents contemplated hereunder, and certifying the designation of Authorized Officers to execute the Amendment; and (h) delivery to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable).;

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall --------------------------------------------- become effective upon satisfaction in a manner reasonably satisfactory to on September 1, 2000 (the "Effective Date"), provided the Agent shall have received at least eight (8) counterparts of each this Amendment, duly executed by the Borrower and all of the Lenders (including the Existing Lenders and Comerica), and the following conditions (such time, the “Effective Time”):are satisfied: (a) Before and after giving effect to this Amendment, the delivery representations and warranties of the Borrower in Section 5 of the Loan Agreement and Section 5 of the Pledge and Security Agreement shall be true and correct as though made on the date hereof, except to the Agent extent such representations and warranties by their terms are made as of a counterpart specific date and except for changes that are permitted by the terms of the Loan Agreement. (b) Before and after giving effect to this Amendment, no Event of Default and no Default shall have occurred and be continuing. (c) Except as disclosed in the Parent's quarterly report on form 10-Q filed with the Securities and Exchange Commission for the fiscal quarter ended March 31, 2000, no material adverse change in the business, assets, financial condition or prospects of the Borrower shall have occurred since December 31, 1999. (d) The Agent shall have received the following, each duly executed or certified, as the case may be, and dated as of the date of delivery thereof:: (i) a new Committed Warehousing Promissory Note payable to each Lender holding a Commitment from and after the Effective Date, in the amount of such Lender's respective Commitment Amount after giving effect to this Amendment (each, a "New Note"), duly executed by the Company; (ii) copy of resolutions of the Board of Directors of the Borrower, certified by its respective Secretary or Assistant Secretary, authorizing or ratifying the execution, delivery and performance of this Amendment executed by Borrower, Amendment; (iii) a certified copy of any amendment or restatement of the other Credit Parties, Articles of Incorporation or the Agent and By-laws of the Borrower made or entered following the date of the most recent certified copies thereof furnished to the Lenders; (biv) the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment certified copies of all costs and expenses in connection therewithdocuments evidencing any necessary corporate action, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal consent or governmental or regulatory approval (if any) with respect to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (ev) a certificate of good standing for the accuracy Borrower in the jurisdiction of its incorporation, certified by the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall appropriate governmental official as of a date not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendmentmore than 10 days prior to the Effective Date; and (hvi) delivery to such other documents, instruments and approvals as the Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)may reasonably request.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, Article I of this Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to the Agent of each of when, and only when, the following conditions have been satisfied as reasonably determined by Lender in its sole discretion (such time, the “Third Amendment Effective TimeDate”): (a) the delivery to the Agent of Lender shall have received a counterpart duly authorized and executed copy of this Amendment executed by Borrower, from each of the other Credit Parties, the Agent Borrowers and the Lenders;Guarantors. (b) the Borrower The Lender shall have received the Second Add-On Term Note duly executed and delivered by an authorized officer of the Borrowers in favor of the Lender. (c) Lender shall have received the consent of the Revolving Loan Agent, on behalf of the lenders under the Revolving Loan Agreement, evidencing their consent and approval of the transactions contemplated by this Amendment including, without limitation, amending the Intercreditor Agreement to Agent evidence reasonably satisfactory to Agent demonstrating thatreflect the same. (d) Lender shall have received a copy of the resolutions of the board of directors (or equivalent authority) of each Loan Party authorizing the execution, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent delivery and performance of this Amendment and the Lenders in accordance with other Amendment Documents to which it is a party as certified by the Credit Agreement: (i) EBITDA Secretary or an Assistant Secretary of each Loan Party as of the Credit Parties and their Subsidiaries is Third Amendment Effective Date; and, such certificate shall state that the resolutions thereby certified have not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness been amended, modified, revoked or rescinded as of the Credit Parties and their subsidiaries to Fourth Amendment EBITDAdate of such certificate. (e) Lender shall have received good standing certificates or certificates of status or certificates of compliance, calculated giving pro forma effect as applicable, for each Loan Party dated as of a recent date prior to the transactions consummated on the Fourth Third Amendment Effective Date, payment issued by the Secretary of State or other appropriate official of each such Loan Party’s jurisdiction of incorporation or formation. (f) The representations and warranties set forth in Section 2.1 of this Amendment shall be true and correct. (g) Borrowers shall have paid the Amendment Fee and, upon funding of the Second Add-On Term Loan, the Second Add-On Funding Fee to Lender in immediately available funds. (h) Borrowers shall have paid all reasonable out-of-pocket fees, costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent Lender in connection with this Amendment; Amendment and each Other Document (e) the accuracy including, without limitation, reasonable legal fees and expenses of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendment; and (h) delivery counsel to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicableLender).

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to when the Agent shall have received at least thirteen (13) counterparts of each this Amendment, duly executed by the Company and all of the Lenders, provided the following conditions (such time, the “Effective Time”):are satisfied: (a) Before and after giving effect to this Amendment, the representations and warranties of the Company in Section 3 of the Credit Agreement, Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, of NCCC and NC Residual II Corporation in Section 4 of the Residual Security Agreement, and of NCFC in Section 15 of the Guaranty shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Credit Agreement. (b) Before and after giving effect to this Amendment, no Event of Default and no Unmatured Event of Default shall have occurred and be continuing. (c) No material adverse change in the business, assets, financial condition or prospects of the Company shall have occurred since December 31, 1999. (d) The Agent shall have received the following, each duly executed or certified, as the case may be, and dated as of the date of delivery to thereof: (i) copy of resolutions of the Agent Board of a counterpart Directors of the Company, certified by its respective Secretary or Assistant Secretary, authorizing or ratifying the execution, delivery and performance of this Amendment executed by Borrower, and the other Credit Partiesagreements, documents and instruments related hereto; (ii) a certified copy of any amendment or restatement of the Agent and Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Lenders; (biii) the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment certified copies of all costs and expenses in connection therewithdocuments evidencing any necessary corporate action, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal consent or governmental or regulatory approval (if any) with respect to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendment; and (hiv) delivery to such other documents, instruments, opinions and approvals as the Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)may reasonably request.

Conditions to Effectiveness of this Amendment. Notwithstanding anything Subject to the contrary set forth hereinfinal paragraph of this Section 4, this Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to as of the Agent of each of date the following conditions precedent have been satisfied (such time, the “Amendment Effective TimeDate”): (a) the delivery to Administrative Agent shall have received: (i) this Amendment, duly executed and delivered by the Agent Borrower and the Administrative Agent, (ii) the Affirmation of a counterpart Guarantors, in the form attached hereto as Annex A, duly executed and delivered by each of this Amendment the Guarantors and (iii) Lender Consents, in the form attached hereto as Annex B (the “Lender Consents”), duly executed by Borrower, Lenders constituting the other Credit Parties, the Agent and the Requisite Lenders; (b) the Borrower Administrative Agent shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent received all fees and the Lenders in accordance with the Credit Agreement: (i) EBITDA accrued expenses of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) Administrative Agent required to be paid by the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00Borrower; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy each of the representations and warranties contained made by any Loan Party in Section 3 or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date hereof, as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (gd) no Default or Event of Default exists or will arise as a direct result of this Amendmentshall have occurred and be continuing on the date hereof; and (he) delivery the Borrower shall have paid to the Administrative Agent (i) for the account of each Lender party hereto, the consent fee referred to in Section 6 hereof and (ii) in accordance with Section 11.3 of the Credit Agreement, all outstanding costs and expenses of the Administrative Agent, including the reasonable fees and out-of-pocket expenses of Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for the Administrative Agent, incurred prior to or otherwise in connection with this Amendment and each other documents Loan Document. Notwithstanding anything in this Amendment to the contrary, the amendments described in Section 3 (other than the amendment in Section 3(i)) shall not be effective until the ▇▇▇▇▇ Merger Effective Date shall have occurred, if at all, in accordance with the terms of the ▇▇▇▇▇ Merger Agreement; provided, that if the ▇▇▇▇▇ Merger Effective Date does not occur or the ▇▇▇▇▇ Merger Agreement is terminated, such amendments (other than the amendment in Section 3(i)) shall be disregarded and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)of no further force and effect.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to on the Agent of each of the following conditions first date (such timedate, the “Effective TimeSecond Amendment Closing Date”):) when: (a) the delivery to the Agent of a counterpart of this Amendment shall have been executed and delivered by the Borrower, each Subsidiary Guarantor, each 2021 Refinancing Revolving Lender party hereto, Lenders collectively constituting the other Credit PartiesRequired Lenders as of such date, each of the Agent L/C Issuers and the LendersAdministrative Agent; (b) the Borrower Administrative Agent shall have delivered received all fees and other amounts due and payable to Agent evidence reasonably satisfactory any Person on or prior to Agent demonstrating thatthe Second Amendment Closing Date, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: including (i) EBITDA those fees payable for the account of each consenting Term Lender and Revolving Credit Lender as agreed in writing on or prior to the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) date hereof and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on extent invoiced prior to the Fourth Second Amendment Effective Closing Date, reimbursement or payment of all costs reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Administrative Agent), in connection therewitheach case, and funding of to the Incremental Term extent required to be reimbursed or paid by the Borrower under any Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00Document; (c) at the Agent time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender occurred and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67be continuing on such date; (d) each of the Borrower representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall have reimbursed Agent for be true and correct in all costs material respects (except that any representation and expenses warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (including except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all legal fees and expenses) incurred by Agent in connection with this Amendmentrespects); (e) the accuracy of Administrative Agent shall have received, at least three business days prior to the representations Second Amendment Closing Date, all documentation and warranties contained other information related to the Borrower or any Guarantor required by regulatory authorizes under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in Section 3 hereofeach case to the extent requested by the Existing Agent from the Borrower in writing at least five business days prior to the Second Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower; (f) since December 26, 2011 there the Administrative Agent shall not have occurred any Material Adverse Effectreceived a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) of this Section 2 have been satisfied and designating the 2021 Refinancing Revolving Commitments as Refinancing Revolving Credit Commitments; (g) no Default the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or Event other action and incumbency certificates of Default exists or will arise Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a direct result Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Second Amendment Closing Date; (h) the Administrative Agent shall have received a favorable written opinion of this Amendment▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agent; and (hi) delivery the accrued and unpaid Commitment Fees pursuant to Agent Section 2.09(a) of the other documents Credit Agreement, Letter of Credit fees pursuant to Section 2.03(g) and deliveries set forth on Exhibit D attached hereto (interest, in fully-executed formseach case, where applicable)in respect of the Existing Revolving Commitments shall have been paid to the Administrative Agent in Dollars for the account of each applicable Existing Revolving Lender.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to as of the Agent of date hereof (the “Second Amendment Effective Date”) when each of the following conditions (such time, the “Effective Time”):specified below have been satisfied: (a) The Borrowers, the delivery to Administrative Agent and the Agent of Designated 2025 Replacement Term Lender shall have signed a counterpart of this Amendment executed by Borrower(whether the same or different counterparts), the other Credit Parties, the Agent and the Lenders;2025 Replacement Term Lenders shall have signed a counterpart of its Lender Consent and each shall have delivered the same to Milbank LLP, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, New York, NY 10001, attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and Favour Agunu. (b) all reasonable invoiced out-of-pocket expenses incurred by the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent Designated 2025 Replacement Term Lender and the Lenders in accordance with the Credit Agreement: (i) EBITDA Administrative Agent pursuant to Section 10.04 of the Credit Parties Agreement or the Engagement Letter (including the reasonable and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”documented fees, charges and disbursements of counsel) and all accrued and unpaid interest and accrued and unpaid fees, owing and payable (iiincluding any fees agreed to in connection with this Amendment) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect shall have been paid to the transactions consummated on extent invoiced at least two (2) Business Days prior to the Fourth Second Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of Date (or such shorter period as may be agreed by the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00Borrowers); (c) the Administrative Agent shall have receivedreceived a customary written opinion of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special New York counsel for the ratable benefit of Borrowers and (ii) ▇▇▇▇▇▇ and ▇▇▇▇▇▇ (Cayman), special Cayman Islands counsel for the Lenders a closing fee of $215,625 of which AgentBorrowers, in its capacity as a Lender each case addressed to the Administrative Agent and for its affiliates who are Lendersthe 2025 Replacement Term Lenders party hereto, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67dated the Second Amendment Effective Date; (d) the Borrower Administrative Agent shall have reimbursed Agent for all costs received a certificate of the Secretary or Assistant Secretary (or similar Responsible Officer), dated the Second Amendment Effective Date (i) certifying as to the incumbency and expenses (including all legal fees and expenses) incurred specimen signature of each Responsible Officer of each Borrower executing this Amendment or any other document delivered by Agent it in connection with herewith (such certificate to contain a certification of another Responsible Officer of that entity as to the incumbency and signature of the Responsible Officer signing the certificate referred to in this Amendmentclause (e)), (ii) attaching each constitutional document of each Borrower or certifying that each constitutional document of such Borrower previously delivered to the Administrative Agent has not been amended, supplemented, rescinded or otherwise modified and remains in full force and effect as of the date hereof, (iii) attaching resolutions of each Borrower approving the transactions contemplated by this Amendment and (iv) attaching a certificate of good standing for each Borrower from the relevant jurisdiction of such entity’s incorporation or formation, dated as of a recent date, as to the good standing of that entity (to the extent available in the applicable jurisdiction); (e) the accuracy Administrative Agent shall have received an Officer’s Certificate signed by the Borrowers certifying (A) the truth in all material respects of the representations and warranties contained in this Amendment and the other Loan Documents (other than representations and warranties set forth in Sections 3.05(b), 3.06, 3.09(a) and 3.21 of the Credit Agreement) as though made on the date hereof, or, in the case of any such representation and warranty that relates to a specified date, as though made as of such date; provided that any representation or warranty that is qualified by materiality (it being understood that any representation or warranty that excludes circumstances that would not result in a “Material Adverse Change” or “Material Adverse Effect” shall not be considered (for purposes of this proviso) to be qualified by materiality) shall be true and correct in all respects, as though made on and as of the applicable date, provided, further, that for purposes of this Section 3 hereof;5(e), the representations and warranties contained in Sections 3.04(a) and 3.05(a) of the Credit Agreement shall be deemed to refer to the audited consolidated financial statements of Parent and its Subsidiaries for the fiscal year ended December 31, 2024, included in Parent’s Annual Report on Form 10-K for 2024 (as amended) and to the Current Reports on Form 8-K that have been filed after December 31, 2024 by Parent with the SEC and shall be true and correct in all respects as of the applicable date, before and after giving effect to this Amendment and (B) as to the absence of any event occurring and continuing, or resulting from this Amendment, on the Second Amendment Effective Date that constitutes a Early Amortization Event or Event of Default; and (f) since December 26, 2011 there the Administrative Agent shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as received a direct result of this Amendment; and (h) delivery to Agent Loan Request delivered in compliance with Section 2.03 of the other documents Credit Agreement not later than 1:00 p.m. New York City time one (1) Business Days before the Second Amendment Effective Date or such shorter time as the Administrative Agent may agree. The Administrative Agent shall promptly notify the Borrowers, the Collateral Administrator and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)the Lenders of the occurrence of the Second Amendment Effective Date.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to any other provision of this Amendment and without affecting in any manner the contrary set forth hereinrights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective upon satisfaction effective, and the Borrower shall have no rights under this Amendment, until the Administrative Agent shall have received (i) an upfront fee in a manner reasonably satisfactory the amount of 0.05% of the Commitments, to be applied pro rata among the Lenders, (ii) such other fees, costs or expenses as the Borrower has previously agreed in writing to pay or reimburse the Administrative Agent or any of its affiliates incurred in connection with this Amendment (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Agent of Administrative Agent), and (iii) each of the following conditions (such time, the “Effective Time”):documents: (a) the delivery executed counterparts to the Agent of a counterpart of this Amendment executed by Borrower, from the other Credit Parties, the Agent Borrower and the Lenders; (b) a certificate of the Secretary or Assistant Secretary of the Borrower, (A) certifying the name, title and true signature of each officer of the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating thatexecuting the Amendment (B) certifying a true, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent complete and the Lenders in accordance with the Credit Agreement: (i) EBITDA correct copy of the Credit Parties and their Subsidiaries resolutions of the Borrower, authorizing the transactions contemplated by the Loan Documents, including the First Amendment, to which the Borrower is not less than $11,100,000 (“Fourth Amendment EBITDA”) a party and (iiC) certifying that there have been no changes to the ratio articles of total Funded Indebtedness incorporation or bylaws of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to Borrower since the transactions consummated on the Fourth Amendment Effective Closing Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) a certificate of good standing or existence, as may be available from the Agent shall have received, for the ratable benefit Secretary of State of the Lenders a closing fee jurisdiction of $215,625 incorporation of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67the Borrower; (d) evidence that the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment;has permanently reduced the Commitments to $250,000,000 pursuant to Section 2.05 of the Credit Agreement; and (e) a duly executed Assignment and Acceptance substantially in the accuracy form of Exhibit B to the representations Credit Agreement between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. and warranties contained ▇▇▇▇▇ Fargo Bank, N.A. and consented to by the Borrower and the Administrative Agent in Section 3 hereof; (f) since December 26which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendment; and (h) delivery N.A. assigns its entire Commitment, after giving effect to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (reduction in fully-executed formsCommitments, where applicable).to ▇▇▇▇▇ Fargo Bank, N.A..

Conditions to Effectiveness of this Amendment. Notwithstanding anything to any other provision of this Amendment and without affecting in any manner the contrary set forth hereinrights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective upon satisfaction effective, and the Borrowers shall have no rights under this Amendment, until the Administrative Agent shall have received (i) such fees as the Borrowers have previously agreed to pay the Administrative Agent or any of its affiliates or the Lenders in a manner reasonably satisfactory connection with this Amendment, (ii) reimbursement or payment of its costs and expenses incurred in connection with this Amendment or the Credit Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Agent of Administrative Agent), and (iii) each of the following conditions (such time, the “Effective Time”):documents: (a) the delivery executed counterparts to the Agent of a counterpart of this Amendment executed by Borrowerfrom the Borrowers, each of the other Credit Parties, the Agent Guarantors and the Lenders; (b) a certificate of the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating thatSecretary or Assistant Secretary of each Loan Party, based upon attaching and certifying copies of its bylaws and of the financial statements for resolutions of its board of directors or other equivalent governing body, authorizing the twelve month period ended September 9execution, 2013 delivered to Agent delivery and performance of this Amendment and the Lenders in accordance with other Loan Documents to which it is a party and certifying the Credit Agreement: (i) EBITDA name, title and true signature of each officer of such Loan Party executing the Credit Parties and their Subsidiaries Loan Documents to which it is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00a party; (c) the Agent shall have received, for the ratable benefit certified copies of the Lenders a closing fee articles or certificate of $215,625 incorporation, together with certificates of which Agentgood standing or existence, in its capacity as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is qualified to do business as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67foreign corporation; (d) a favorable written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, counsel to the Borrower Loan Parties, addressed to the Administrative Agent, the Issuing Banks and each of the Lenders, and covering such matters relating to the Loan Parties, this Amendment and the other Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendmentreasonably request; (e) a certificate dated the accuracy First Amendment Effective Date and signed by a Responsible Officer, certifying that after giving effect to the funding of the representations and warranties contained in Section 3 hereof; First Amendment Incremental Term Loan, (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (gx) no Default or Event of Default exists exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or will arise other materiality, in which case such representations and warranties shall be true and correct in all respects) unless such representations or warranties were made as of an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date) and (z) no Material Adverse Effect has occurred or is continuing since December 31, 2013; (f) duly executed joinder documents and pledge supplements (“Joinder Documents”), together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Joinder Documents, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of UCC, tax, judgment and fixture lien search reports in all necessary jurisdictions and under all legal and trade names of each of RFE Holding (US) Corp., RFE Holding (Canada) Corp. and Fox Factory IP Holding Corp. as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Liens and Liens to be released on the date hereof, (C) the First Amendment Perfection Certificate, (D) original certificates evidencing (i) all issued and outstanding shares of Capital Stock of RFE Holding (US) Corp. and (ii) 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of each of RFE Holding (Canada) Corp. and Fox Factory IP Holding Corp., in each cased owned directly by any Loan Party, and (E) stock or membership interest powers or other appropriate instruments of transfer executed in blank; (g) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of this Amendment or any other Loan Document or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the First Amendment Incremental Term Loan or any transaction being financed with the proceeds thereof shall be ongoing; (h) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds of the First Amendment Incremental Term Loan; (i) all conditions precedent the First Amendment Acquisition other than the funding of the First Amendment Incremental Term Loan, shall have been satisfied, and the First Amendment Acquisition shall be consummated simultaneously with the closing and funding of the First Amendment Incremental Term Loan in accordance with the First Amendment Acquisition Agreement, without alteration, amendment or other change, supplement or modification of the First Amendment Acquisition Agreement except for waivers of conditions that are not material or adverse to the Lenders or as otherwise approved in writing by the Required Lenders. The Administrative Agent (or its counsel) shall have received (a) certified copies of the First Amendment Acquisition Agreement and all other material First Amendment Acquisition Documents, each in form and substance satisfactory to the Administrative Agent and (b) a certificate from the Borrowers that the First Amendment Acquisition satisfies the conditions in the Credit Agreement to qualify as a direct result Permitted Acquisition; (j) a quality of this Amendmentearnings report with respect to Raceface Performance Products Inc. to the extent the Borrowers have a quality of earnings review conducted on the Target; (k) (a) pro forma financial statements of the Borrowers and their Subsidiaries after giving pro forma effect to the First Amendment Acquisition and the First Amendment Incremental Term Loan and (b) financial projections, each in form and substance satisfactory to the Administrative Agent; (l) all documentation and other deliverables required pursuant to the definition of “Permitted Acquisition” with respect to the First Amendment Acquisition; (m) all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering laws with respect to each of RFE Holding (US) Corp., RFE Holding (Canada) Corp. and Fox Factory IP Holding Corp.; and (hn) delivery such other documents, certificates, information or legal opinions as are reasonable and customary for transactions of this type to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)extent requested by the Administrative Agent.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become be effective upon satisfaction in a manner reasonably satisfactory to as of the Agent of each of date hereof when and if (such date being the “Amendment Date”) the following conditions (such time, the “Effective Time”):are satisfied: (a) The Administrative Agent shall have received the delivery following, each dated as of the Amendment Date (except for the financial statements referred to in clause (v) below), in form and substance satisfactory to the Administrative Agent of a counterpart and with one copy for each Swing Line Lender, each Fronting Bank and each Lender: (i) Counterparts of this Amendment Amendment, duly executed by each of the Borrowers, the Swing Line Lenders, the Fronting Banks, Lenders constituting Majority Lenders and each Additional Commitment Lender; (ii) Certified copies of the resolutions of the Board of Directors of each Borrower approving this Amendment (including the Extension), the Amended Credit Agreement, and the other Loan Documents (as defined in the Amended Credit Agreement) being executed and delivered in connection with this Amendment to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Amendment (including the Extension), the Amended Credit Agreement, and such Loan Documents (as defined in the Amended Credit Agreement); (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign this Amendment and each other Loan Document (as defined in the Amended Credit Agreement) being executed and delivered in connection with this Amendment to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date, and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (including such Borrower’s Approval) required for the other Credit Partiesdue execution, delivery and performance by such Borrower of this Amendment, the Agent Amended Credit Agreement, and each other Loan Document (as defined in the LendersAmended Credit Agreement) being executed and delivered in connection with this Amendment to which such Borrower is, or is to become, a party; (iv) A certificate of an Authorized Officer of each Borrower stating that both before and after giving effect to this Amendment (including the Extension) (A) no event has occurred and is continuing that constitutes an Event of Default or an Unmatured Default and (B) all representations and warranties made by such Borrower in the Amended Credit Agreement are true and correct in all material respects, except for those made specifically as of another date, in which case such representations and warranties shall be true as of such other date; (v) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the Amendment Date will be deemed to have been delivered under this clause (v)); (vi) An opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Associate General Counsel of FE and counsel for the Borrowers, substantially in the form of Exhibit A hereto; (vii) An opinion of Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Borrowers, substantially in the form of Exhibit B hereto; (viii) A favorable opinion of King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of Exhibit C hereto; and (ix) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank, any Swing Line Lender or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank, such Swing Line Lender or such other Lender (as the case may be). (b) the Borrower The Borrowers shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon paid all of the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders fees payable in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth 2013 Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00;Fee Letter. (c) the The Administrative Agent shall have receivedreceived a copy of a letter agreement, for dated as of May 8, 2013, among the ratable benefit Borrowers, the Administrative Agent and any “Lender” (as defined in the Credit Agreement) party to the Credit Agreement that will not be a Lender under the Amended Credit Agreement, evidencing the termination of the Lenders a closing fee “Commitment” (as defined in the Credit Agreement) of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a such “Lender, will receive $93,541.67;”. (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy Each of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result 4 of this Amendment; and (h) delivery to Agent of the other documents Amendment shall be true and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)correct.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to The closing hereunder shall occur on the contrary set forth herein, this Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to the Agent of date when each of the following conditions is satisfied (such timeor waived by the Agent and the Lenders) (the "Amendment Date"), each document to be dated the “Effective Time”):Amendment Date unless otherwise indicated: (a) the delivery to the Agent of a counterpart of this Amendment executed by Borrower, the other Credit Parties, the Agent and each of the LendersLenders shall have executed and delivered to the Borrower and the Agent a duly executed original of this Amendment; (b) the Borrower Guarantor shall have executed and delivered to the Agent evidence reasonably satisfactory a duly executed consent to Agent demonstrating that, based upon this Amendment reaffirming Guarantor's obligations under the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00Guaranty; (c) the Agent shall have received, for received all documents the ratable benefit Agent may reasonably request relating to the existence of the Lenders a closing fee Borrower and Guarantor, the authority for and the validity of $215,625 this Amendment and the other Loan Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Agent. Such documentation shall include, without limitation, the agreement of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Banklimited partnership of the Borrower, as well as the certificate of limited partnership of the Borrower, both as amended, modified or supplemented to the Amendment Date, certified to be true, correct and complete by a Lendersenior officer of the Borrower as of a date not more than ten (10) days prior to the Amendment Date, will receive $93,541.67as well as the articles of incorporation and bylaws of Guarantor, as amended, modified or supplemented to the Amendment Date, certified to be true, correct and complete by a senior officer of Guarantor as of a date not more than ten (10) days prior to the Amendment Date; (d) the Borrower and Guarantor shall have reimbursed Agent for taken all costs actions required to authorize the execution and expenses (including all legal fees delivery of this Amendment and expenses) incurred the other Loan Documents and the performance thereof by Agent in connection with this Amendmentthe Borrower and Guarantor, as the case may be; (e) the accuracy Agent shall have received, by debit(s) to Borrower's account with Lender numbered 4828-665364, which debit(s) Agent is hereby authorized to make as follows: (i) the sum of $15,000 as a modification fee due to Agent and Lender and (ii) the representations and warranties contained in Section 3 hereof;sum of $2,500 for legal fees due to Gibson, Dunn & Crutcher LLP; and (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendment; and (h) delivery to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)▇▇ ▇▇▇nt ▇▇ Def▇▇▇▇ ▇▇▇ll have occurred.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to any other provision of this Amendment and without affecting in any manner the contrary set forth hereinrights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective upon satisfaction in a manner reasonably satisfactory to effective, and the Borrower shall have no rights under this Amendment, until the Administrative Agent of each of shall have received the following conditions (such time, the “Effective Time”):following: (a) the delivery executed counterparts to the Agent of a counterpart of this Amendment executed by from Ethyl, New Borrower, each of the other Credit Parties, the Agent Guarantors and the Lenders; (b) The Ethyl Guaranty duly executed by Ethyl; (c) A Joinder Agreement to the Security Agreement duly executed by New Borrower; (d) Copies of the Organizational Documents of each of Ethyl and New Borrower, certified by the Secretary of State (or foreign equivalent) of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of the applicable Loan Party, together with a good standing certificate from the Secretary of State of its jurisdiction of organization and each other state in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the date hereof; (e) Resolutions of the Governing Body of New Borrower and Ethyl approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party, certified by the secretary or similar officer of such Person as being in full force and effect without modification or amendment; (f) Signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party; (g) A duly executed Officer’s Certificate of New Borrower together with appropriate attachments, in each case demonstrating that, after giving effect to the consummation of the transactions contemplated hereby, New Borrower and the Guarantors on a consolidated basis will be Solvent; (h) Evidence that New Borrower shall have assumed all rights, obligations and liabilities of Ethyl with respect to the Senior Notes and the Senior Notes Indenture, and New Borrower shall have delivered to Administrative Agent evidence complete, correct and conformed copies of the Senior Note Documents and all assumption documents related thereto, all in form and substance reasonably satisfactory to Agent demonstrating thatAdministrative Agent, based upon together with an Officer’s Certificate of New Borrower certifying to the financial statements for foregoing. In addition, all opinions by counsel to New Borrower or any of its Subsidiaries (and, if requested by Administrative Agent, any certificates and letters) delivered in connection with the twelve month period ended September 9, 2013 delivered assumption of the Senior Note Documents shall be addressed to Administrative Agent and the Lenders in accordance with the Credit Agreement: or accompanied by a written authorization from each Person delivering such an opinion stating that Administrative Agent and Lenders may rely on such opinion as though it were addressed to them; (i) EBITDA originally executed copies of the Credit one or more favorable written opinions of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, general counsel for Loan Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties Hunton & ▇▇▇▇▇▇▇▇ LLP, special counsel for Loan Parties, in each case in form and their subsidiaries substance reasonably satisfactory to Fourth Amendment EBITDAAdministrative Agent and its counsel, calculated giving pro forma effect relating to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result enforceability of this AmendmentAmendment and such other matters as Administrative Agent acting on behalf of Lenders may reasonably request; and (hj) delivery to Agent of the Such other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)as Administrative Agent may reasonably request.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to Upon satisfaction of each and every one of the contrary set forth hereinfollowing conditions, this Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to the Agent of each as of the following conditions (such time, the “Effective Time”):date first written above: (a) the delivery to the Agent of a counterpart executed counterparts of this Amendment Amendment, duly executed by Borrower, the other Credit Parties, the Agent Company and the LendersRequired Holders, shall have been delivered to each Noteholder or its special counsel; (b) the Borrower representations and warranties of the Company set forth in Section 3 shall be true and correct on and with respect to the date hereof and each Noteholder shall have delivered received an Officer’s Certificate to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00such effect; (c) the Agent Bank Credit Agreement shall have received, for been amended in a manner such that the ratable benefit terms of the Lenders a closing fee Note Agreement, after giving effect to this Amendment, shall be no less favorable to the Noteholders than the terms of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bankthe Bank Credit Agreement, as a Lender, will receive $93,541.67so amended; (d) the Borrower each Noteholder or its special counsel shall have reimbursed Agent for all costs received opinions of counsel to the Constituent Companies and expenses (including all legal fees and expenses) incurred by Agent in connection with the Subsidiary Guarantors, dated the date of this Amendment;, in scope, form and substance reasonably satisfactory to the Required Holders; ​ (e) the accuracy each Noteholder or its special counsel shall have received one or more Guaranty Supplements executed by Sunstone Sea Harbor, LLC, Key West 2016, LLC, Sunstone Holdco 10, LLC, Sunstone Sea Harbor Holdco, LLC and SWW No. 1 LLC, together with all related documents required by Section 9.9(a) of the representations and warranties contained in Section 3 hereofNote Purchase Agreement; (f) since December 26each Noteholder shall have received, 2011 there by payment in immediately available funds to the account of such holder set forth in the Purchaser Schedule to the Note Agreement or to such other account as such Noteholder shall not have occurred any Material Adverse Effect;heretofore provided to the Company, the amount set forth opposite such holder’s name in Schedule 1 hereto; and (g) no Default or Event the Company shall have paid the fees and expenses of Default exists or will arise as a direct result ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, special counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Amendment; and Amendment to the extent invoiced by noon (hNew York time) delivery to Agent of on the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)date hereof.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become be effective upon satisfaction in a manner reasonably satisfactory to as of the Agent of each of date hereof when and if (such date being the “Amendment Date”) the following conditions (such time, the “Effective Time”):are satisfied: (a) The Administrative Agent shall have received the delivery following, each dated as of the Amendment Date (except for the financial statements referred to in clause (v) below), in form and substance satisfactory to the Administrative Agent of a counterpart and with one copy for each Swing Line Lender, each Fronting Bank and each Lender: (i) Counterparts of this Amendment Amendment, duly executed by Borrowereach of the Borrowers, the other Credit PartiesSwing Line Lenders, the Agent Fronting Banks, Lenders constituting Majority Lenders and each Increasing Lender, Additional Lender and Additional Commitment Lender, and all Notes (if any) requested by the Lenders pursuant to Section 2.18(d) of the Amended Credit Agreement, duly completed and executed by each Borrower and payable to such Lenders; (ii) Certified copies of (A) the resolutions of the Board of Directors of each Borrower approving this Amendment (including the Extension, the Commitment Increase and the increase in such Borrower’s Borrower Sublimit, as applicable), the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement) being executed and delivered in connection with this Amendment to which such Borrower is, or is to be, a party and (B) all documents evidencing any other necessary corporate action with respect to this Amendment (including the Extension, the Commitment Increase and the increase in such Borrower’s Borrower Sublimit, as applicable), the Amended Credit Agreement, and such Loan Documents (as defined in the Amended Credit Agreement); (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign this Amendment and each other Loan Document (as defined in the Amended Credit Agreement) being executed and delivered in connection with this Amendment to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date, and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (including such Borrower’s Approval) required for (1) the due execution, delivery and performance by such Borrower of this Amendment, the Amended Credit Agreement, and each other Loan Document (as defined in the Amended Credit Agreement) being executed and delivered in connection with this Amendment to which such Borrower is, or is to become, a party and (2) in the case of FE and JCP&L, the Commitment Increase and the increase in the applicable Borrower Sublimit; (iv) A certificate of an Authorized Officer of each Borrower stating that both before and after giving effect to this Amendment (including the Extension, the Commitment Increase and the increase in such Borrower’s Borrower Sublimit, as applicable) (A) no event has occurred and is continuing that constitutes an Event of Default or an Unmatured Default and (B) all representations and warranties made by such Borrower in the Amended Credit Agreement are true and correct in all material respects, except for those made specifically as of another date, in which case such representations and warranties shall be true as of such other date; (v) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the Amendment Date will be deemed to have been delivered under this clause (v)); (vi) (A) An opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Associate General Counsel of FE and counsel for the Borrowers, substantially in the form of Exhibit A-1 hereto, and (B) an opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., Associate General Counsel of FE and counsel for the Borrowers, substantially in the form of Exhibit A-2 hereto; (vii) An opinion of Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, special New York counsel for the Borrowers, substantially in the form of Exhibit B-1 hereto; (viii) An opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ and Bockius LLP, special New Jersey counsel for JCP&L, substantially in the form of Exhibit B-2 hereto; (ix) An opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, special Virginia counsel for PE, substantially in the form of Exhibit B-3 hereto; (x) An opinion of DLA Piper LLP (US), special Maryland counsel for PE, substantially in the form of Exhibit B-4 hereto; (xi) A favorable opinion of King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of Exhibit C hereto; and (xii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank, any Swing Line Lender or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank, such Swing Line Lender or such other Lender (as the case may be). (b) the Borrower The Borrowers shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon paid all of the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders fees payable in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth 2013 Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00;Fee Letter. (c) the The Administrative Agent shall have receivedreceived a copy of a letter agreement, for dated as of May 8, 2013, among the ratable benefit Borrowers, the Administrative Agent and any “Lender” (as defined in the Credit Agreement) party to the Credit Agreement that will not be a Lender under the Amended Credit Agreement, evidencing the termination of the Lenders a closing fee “Commitment” (as defined in the Credit Agreement) of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a such “Lender, will receive $93,541.67;”. (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy Each of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result 5 of this Amendment; and (h) delivery to Agent of the other documents Amendment shall be true and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)correct.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, Article I of this Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to the Agent of each of when, and only when, the following conditions have been satisfied as reasonably determined by Lender in its sole discretion (such time, the “Second Amendment Effective TimeDate”): (a) the delivery to the Agent of Lender shall have received a counterpart duly authorized and executed copy of this Amendment executed by Borrower, from each of the other Credit Parties, the Agent Borrowers and the Lenders;Guarantors. (b) the Borrower The Lender shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating thatreceived the amended and restated Closing Date Term Note (capitalizing accrued and unpaid interest through June 13, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent 2013) and the Lenders in accordance with the Credit Agreement: (i) EBITDA Add-On Term Note each duly executed and delivered by an authorized officer of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness Borrowers in favor of the Credit Parties Lender. (c) Lender shall have received the consent of the Revolving Loan Agent, on behalf of the lenders under the Revolving Loan Agreement, evidencing their consent and their subsidiaries approval of the transactions contemplated by this Amendment including, without limitation, amending the Intercreditor Agreement to Fourth reflect the same. (d) Lender shall have received a copy of the resolutions of the board of directors (or equivalent authority) of each Loan Party authorizing the execution, delivery and performance of this Amendment EBITDAand the other Amendment Documents to which it is a party as certified by the Secretary or an Assistant Secretary of each Loan Party as of the Second Amendment Effective Date; and, calculated giving pro forma effect such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate. (e) Lender shall have received good standing certificates or certificates of status or certificates of compliance, as applicable, for each Loan Party dated as of a recent date prior to the transactions consummated on the Fourth Second Amendment Effective Date, payment issued by the Secretary of State or other appropriate official of each such Loan Party’s jurisdiction of incorporation or formation. (f) The representations and warranties set forth in Section 2.1 of this Amendment shall be true and correct. (g) Borrowers shall have paid the Amendment Fee and, upon funding of the Add-On Term Loan, the Funding Fee to Lender in immediately available funds. (h) Borrowers shall have paid all reasonable out-of-pocket fees, costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent Lender in connection with this Amendment; Amendment and each Other Document (e) the accuracy including, without limitation, reasonable legal fees and expenses of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendment; and (h) delivery counsel to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicableLender).

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall --------------------------------------------- become effective upon satisfaction in a manner reasonably satisfactory to when the Agent shall have received counterparts of each of this Amendment, duly executed by the Company and the Required Lenders, provided the following conditions (such time, the “Effective Time”):are satisfied: (a) Before and after giving effect to this Amendment, the representations and warranties of the Company in Section 3 of the Credit Agreement, Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, and of NCFC in Section 15 of the Guaranty shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Credit Agreement. (b) Before and after giving effect to this Amendment, no Event of Default and no Unmatured Event of Default shall have occurred and be continuing. (c) No material adverse change in the business, assets, financial condition or prospects of the Company or NCFC shall have occurred since December 31, 2000. (d) The Agent shall have received the following, each duly executed or certified, as the case may be, and dated as of the date of delivery to thereof: (i) copy of resolutions of the Agent Board of a counterpart Directors of the Company, certified by its respective Secretary or Assistant Secretary, authorizing or ratifying the execution, delivery and performance of this Amendment executed by Borrower, Amendment; (ii) a certified copy of any amendment or restatement of the other Credit Parties, Articles of Incorporation or the Agent and By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Lenders; (biii) the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment certified copies of all costs and expenses in connection therewithdocuments evidencing any necessary corporate action, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal consent or governmental or regulatory approval (if any) with respect to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment; (eiv) the accuracy a Reaffirmation of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this AmendmentNCFC Guaranty duly executed by NCFC; and (hv) delivery to such other documents, instruments, opinions and approvals as the Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)may reasonably request.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to any other provision of this Amendment and without affecting in any manner the contrary set forth hereinrights of the Noteholders hereunder, it is understood and agreed that this Amendment shall not become effective upon satisfaction in a manner reasonably satisfactory effective, and the Company shall have no rights under this Amendment, until (i) the Company has prepaid the principal amount of the Series B Notes by an amount equal to $3,000,000, together with accrued and unpaid interest on such principal prepayment, such principal and interest to be allocated to the Agent Series B Notes in proportion to the respective unpaid principal amounts thereof and such principal amount to be applied to the scheduled principal installments of the Series B Notes due on March 15, 2007, (ii) the Company shall have paid the fees, charges and disbursements of counsel to the Noteholders, incurred in connection with this Amendment and (iii) the Noteholders shall have received each of the following conditions (such time, the “Effective Time”):documents: (a) the delivery executed counterparts to the Agent of a counterpart of this Amendment executed by Borrower, from the other Credit Parties, Company and each of the Agent and the LendersNoteholders; (b) the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating thatan amended and restated Note for each Noteholder, based upon the financial statements which amended and restated Note will provide for the twelve month period ended September 9, 2013 delivered to Agent such increased interest rate and the Lenders otherwise be in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties form and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect substance equivalent to the transactions consummated on Notes delivered at the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00Closing; (c) the Agent shall have receiveda certificate certifying as to articles of incorporation, for the ratable benefit bylaws and resolutions of the Lenders a closing fee Company attached thereto and other corporate proceedings relating to the authorization, execution and delivery of $215,625 of which Agentthe First Amendment, in its capacity as a Lender this Amendment and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67the Notes contemplated pursuant to subparagraph (b) above; (d) an opinion related to the Borrower shall have reimbursed Agent for all costs Company and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendment;, covering such matters and otherwise in form and substance reasonably satisfactory to the Noteholders; and (e) the accuracy a copy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendment; and (h) delivery to Agent principal credit facility of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed formsCompany, where applicable)together with all amendments thereto.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth hereinThis Amendment shall not become effective until, this Amendment and shall become effective upon satisfaction in a manner reasonably satisfactory to the Agent of when, each and every one of the following conditions (such time, the “Effective Time”):shall have been satisfied: (a) the delivery to the Agent of a counterpart shall have received executed counterparts of this Amendment Amendment, duly executed by Borrower, the other Credit Parties, Borrower and each of the Agent and the LendersBanks; (b) the Borrower Agent shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA received from each of the Credit Parties Guarantors a Consent and their Subsidiaries is not less than $11,100,000 Agreement of Guarantor in the form of Attachment 1 hereto (“Fourth Amendment EBITDA”the "Guarantor Agreements") duly completed and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00executed by such Guarantor; (c) the Agent shall have received, for the ratable benefit received a copy of the Lenders resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance by the Borrower of this Amendment, certified by its Secretary or an Assistant Secretary, together with a closing fee certificate of $215,625 the Secretary or an Assistant Secretary of which Agent, in its capacity the Borrower certifying as a Lender to the incumbency and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67the true signatures of the officers authorized to execute this Amendment on behalf of the Borrower; (d) the Borrower Agent shall have reimbursed Agent for all costs received from the Borrower a Revolving Note substantially in the form of Exhibit 1.1C to the Credit Agreement (the "Amended M&I Revolving Note"), made payable to M&I Bank in the amount of M&I Bank's (formerly Sumitomo's) Revolving Commitment Amount and expenses (including all legal fees executed by the Borrower, which Amended M&I Note shall constitute an amendment and expenses) incurred by Agent in connection with this Amendment; (e) the accuracy restatement of the representations and warranties contained existing Revolving Note of Sumitomo referred to in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of recital C to this Amendment; and (he) delivery the Agent shall have received the favorable opinion of counsel to Agent the Borrower covering the matters set forth in Exhibit B hereto, which opinion shall be in form and substance satisfactory to the Agent. Upon receipt of all of the other documents foregoing, the Agent shall (i) notify the Borrower and deliveries set forth on Exhibit D attached hereto the Banks that this Amendment has become effective (but the failure of the Agent to give such notice shall not affect the validity of this Amendment or prevent it from becoming effective) and (ii) deliver the Amended M&I Revolving Note to M&I Bank, whereupon the unpaid principal and accrued but unpaid interest outstanding under said existing Revolving Note of Sumitomo shall be outstanding and unpaid under the Amended M&I Revolving Note. Upon receipt of the Amended M&I Revolving Note, M&I Bank shall return to the Borrower said existing Revolving Note of Sumitomo marked "renewed but not paid" or words to similar effect. The execution and delivery of this Amendment is not intended as a novation or as a discharge of the Borrower's existing obligations under the Loan Documents, which obligations shall continue in fully-executed forms, where applicable)full force and effect.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become be effective upon execution and delivery to Lender of the following documents and satisfaction in a manner reasonably satisfactory to the Agent of each of the following conditions (such timeas applicable), all of which must be in a form reasonably acceptable to Lender, and all of which shall constitute conditions precedent to the “Effective Time”):effectiveness of this Amendment: (a) the delivery to the Agent at least one (1) original of a counterpart each of this Amendment, the Amendment executed No. 1 to Secured Term Note, the Unconditional Guaranty of Payment and Performance by SunLink Health Systems, Inc., the Amended and Restated Subordination Agreement among Borrower, the other Credit PartiesLender and SunLink Health Systems, the Agent Inc., and the LendersSubordination Agreement among Borrower, Lender, SunLink Health Systems, Inc. and Chatham Investment Fund I, LLC; (b) an opinion of Borrower’s and Guarantor’s counsel dated as of the Borrower shall have delivered date hereof, in form and substance reasonably acceptable to Agent evidence reasonably satisfactory Lender relating to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent this Amendment and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00contemplated herein; (c) the Agent shall have received, for the ratable benefit a Secretary’s Certificate of each entity comprising Borrower containing a unanimous consent of all members of the Lenders a closing fee board of $215,625 managers or managing member of which AgentBorrower authorizing the amendments set forth herein and the transactions contemplated hereby, in its capacity together with such entity’s governing documents and good standing certificates as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a requested by Lender, will receive $93,541.67; (d) copies of each of the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred executed loan documents relating to the $2,300,000 loan facility made by Agent in connection with this AmendmentChatham Investment Fund I, LLC to New Borrower; (e) evidence reasonably satisfactory to Lender that the accuracy of loan term for the representations and warranties contained in Section 3 hereof;indebtedness from SunLink Health Systems, Inc to Borrower has been extended to no sooner than September 30, 2005; and (f) since December 26evidence reasonably satisfactory to Lender that the indebtedness owed by Healthmont, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event Inc. to Healthmont of Default exists or will arise as a direct result of this Amendment; and (h) delivery to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (Texas, Inc. has been satisfied in fully-executed forms, where applicable)full.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to on the Agent of each of date (such date, if any, the “Amendment No. 1 Effective Date”) that the following conditions (such time, the “Effective Time”):have been satisfied: (a) the delivery to the The Administrative Agent of a counterpart of this Amendment shall have received executed by Borrowersignature pages hereto from each Loan Party, CI Cerveza, the other Credit Parties, the Administrative Agent each Amendment No. 1 Consenting Lender and the Lenderseach Additional European Term B-1 Lender; (b) the Borrower The Administrative Agent shall have delivered received all fees required to Agent evidence reasonably satisfactory be paid, including all expenses required to Agent demonstrating that, based upon be paid or reimbursed under the financial statements Third Amended and Restated Credit Agreement for the twelve month which invoices have been presented a reasonable period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect time prior to the transactions consummated on the Fourth Amendment No. 1 Effective Date, payment of all costs and expenses in connection therewith, and funding of on or before the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment No. 1 Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit The representations and warranties of the Lenders Borrowers set forth in Article III of the Third Amended and Restated Credit Agreement (as set forth as Annex A hereto) shall be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects), except where any representation and warranty is expressly made as of a closing fee specific earlier date, such representation and warranty shall be true in all material respects as of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67any such earlier date; (d) the Borrower The Administrative Agent shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred received Notes executed by Agent the European Borrower in connection with this Amendmentfavor of each European Term B-1 Lender requesting a Note at least five Business Days prior to the Amendment No. 1 Effective Date; (e) The Administrative Agent shall have received a certificate in a form reasonably satisfactory to the accuracy Administrative Agent signed by a Responsible Officer of the representations Company certifying that the conditions specified in Sections 4.02(a) and warranties contained in Section 3 hereof(b) of the Third Amended and Restated Credit Agreement (as set forth as Annex A hereto) have been satisfied; (f) since December 26The Administrative Agent shall have received the executed legal opinions of (i) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, 2011 there shall not have occurred any Material Adverse Effect;U.S. counsel to the Borrowers and (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ counsel to the European Borrower, each in form reasonably satisfactory to the Administrative Agent; and (g) no Default or Event of Default exists or will arise as a direct result of this Amendment; and (h) delivery to The Administrative Agent of the other shall have received such customary closing documents and deliveries set forth on Exhibit D attached hereto (certificates as the Administrative Agent or its counsel may reasonably request in fully-executed forms, where applicable)form and substance reasonably satisfactory to the Administrative Agent and its counsel.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary The Waivers set forth herein, in Section 3 and the Amendments described in Section 4 of this Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to as of the Agent of first date on which each of the following conditions precedent are satisfied (such time, the “Effective TimeDate”): (a) the delivery to the Administrative Agent of a counterpart shall have received: (i) counterparts of this Amendment duly executed and delivered by each of Holdings, the Borrower, the other Credit PartiesGuarantors, the Agent Administrative Agent, and each Lender; and (ii) resolutions or written consents of the LendersBoard of Directors or equivalent governing body of each Loan Party authorizing entry into this Amendment and performance by such Loan Party of its obligations thereunder, duly certified by the Secretary of each Loan Party (or its general partner or managing member, as applicable) or any other officer of such Loan Party (or its general partner or managing member, as applicable), in a form reasonably acceptable to the Administrative Agent; (iii) counterparts of a perfection certificate, duly executed and delivered by each of Holdings, the Borrower and each Guarantor, in the form attached hereto as Exhibit B; (iv) a certificate of Delta Petroleum Corporation certifying the complete and accurate calculation of the aggregate outstanding principal amount of the Delta Account Receivable, as of the date hereof, as set forth on Exhibit C hereto, in a form reasonably acceptable to the Administrative Agent; and (v) a certificate of each Loan Party certifying that other than the defaults described in Section 2 hereof, no Default or Event of Default has occurred and is continuing on the Effective Date prior to or after giving effect to this Amendment, in a form reasonably acceptable to the Administrative Agent. (b) each of the Borrower representations and warranties set forth below in Section 7 of this Amendment shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon be true and correct in all material respects on and as of the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance Effective Date with the Credit Agreement: (i) EBITDA same effect as though made on and as of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent Borrower shall have received, paid the Administrative Agent for the ratable benefit account of each Lender a fee equal to 0.50% of the Lenders a closing fee of $215,625 of which Agent, in its capacity Loans outstanding under the Credit Agreement as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67at the Effective Date; (d) the Borrower there shall have reimbursed Agent been paid to the Administrative Agent, for the account of the Agents and the Lenders, as applicable, free and clear of any recoupment or set-off, in immediately available funds all costs fees and expenses (including all legal fees due and expenses) incurred by Agent payable to the Agents or the Lenders in connection with this Amendmentan amount not to exceed $50,000 for the period on or prior to the Effective Date to the account listed on Exhibit E hereto; (e) Borrower shall have filed with the accuracy clerk of United States Bankruptcy Court for the representations and warranties contained Southern District of New York (the “Court”) a “Withdrawal of Claim” in Section 3 hereofrespect of Claim 25652 previously filed with the Court; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of shall have occurred and be continuing on the Effective Date after giving effect to this Amendment; and (hg) delivery to Agent Borrower shall have repaid the Loans in an amount of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)not less than $7,633,663.

Conditions to Effectiveness of this Amendment. Notwithstanding anything any other provision of this Amendment and without affecting in any manner the rights of the Loan Parties hereunder, it is understood and agreed that this Amendment shall not become effective, and the Borrowers shall have no rights under this Amendment, until (a) the Administrative Agent shall have received (i) reimbursement or payment of its costs and expenses incurred in connection with this Amendment or otherwise outstanding (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the contrary set forth hereinAdministrative Agent), (ii) a favorable written opinion of K▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, this Amendment and the transactions contemplated herein as the Administrative Agent or the Required Lenders shall become effective upon satisfaction reasonably request, each in a manner form and substance reasonably satisfactory to the Agent Administrative Agent, (iii) a certificate of the Secretary or Assistant Secretary of each Loan Party, certifying copies of its bylaws and of the resolutions of its boards of directors, authorizing the execution, delivery and performance of this Amendment and certifying the name, title and true signature of each officer of such Loan Party executing this Amendment, (iv) executed counterparts to this Amendment from the Borrower, each of the following conditions Guarantors and the Required Lenders and (such time, the “Effective Time”): (av) the delivery to the Agent of a counterpart of this Amendment duly executed Revolving Credit Notes executed by Borrower, the other Credit Parties, Borrower payable to such Lender; and duly executed Notes executed by the Agent Co-Borrower payable to such Lender and the Lenders; (b) the Borrower Borrowers shall have delivered prepaid the Loans in their entirety and, to Agent evidence reasonably satisfactory the extent the Borrowers elect to Agent demonstrating thatdo so and subject to the conditions specified in Article II, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and Borrowers shall reborrow Loans from the Lenders in accordance with proportion to their respective Revolving Commitments after giving effect to this Amendment, until such time as all outstanding Loans are held by the Lenders in proportion to their respective Commitments after giving effect to this Amendment, and effective upon the effectiveness of this Amendment, the amount of the participations held by each Lender in each Letter of Credit Agreement: then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit in proportion to their respective Revolving Commitments. The Administrative Agent, the Lenders and the Borrowers hereby agree that the prepayment referred to in clause (ib) EBITDA of the previous sentence shall be without premium or penalty to the Borrowers and no compensation under Section 2.18 of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries Agreement shall be required to Fourth Amendment EBITDA, calculated giving pro forma effect be paid by Borrowers to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit any of the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67; (d) the Borrower shall have reimbursed Agent for all costs and expenses (including all legal fees and expenses) incurred by or Administrative Agent in connection with this Amendment; (e) the accuracy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendment; and (h) delivery to Agent of the other documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)such prepayment.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to The closing hereunder shall occur on the contrary set forth herein, this Amendment shall become effective upon satisfaction in a manner reasonably satisfactory to the Agent of date when each of the following conditions is satisfied (such timeor waived by the Agent and the Lenders) (the "Amendment Date"), each document to be dated the “Effective Time”):Amendment Date unless otherwise indicated: (a) the delivery Borrower shall have executed and delivered to the Agent duly executed original Notes for the account of a counterpart each Lender dated as of this Amendment executed by Borrower, the other Closing Date complying with the provisions of Section 2.3 of the Credit Parties, the Agent and the LendersAgreement; (b) the Borrower Borrower, the Agent and each of the Lenders shall have executed and delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent Borrower and the Lenders in accordance with the Credit Agreement: (i) EBITDA Agent a duly executed original of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00this Amendment; (c) Guarantor shall have executed and delivered to the Agent a duly executed consent to this Amendment reaffirming Guarantor's obligations under the Guaranty; (d) the Agent shall have received all documents the Agent may reasonably request relating to the existence of the Borrower and Guarantor, the authority for and the validity of this Amendment and the other Loan Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Agent. Such documentation shall include, without limitation, the agreement of limited partnership of the Borrower, as well as the certificate of limited partnership of the Borrower, both as amended, modified or supplemented to the Amendment Date, certified to be true, correct and complete by a senior officer of the Borrower as of a date not more than ten (10) days prior to the Amendment Date, as well as the articles of incorporation and bylaws of Guarantor, as amended, modified or supplemented to the Amendment Date, certified to be true, correct and complete by a senior officer of Guarantor as of a date not more than ten (10) days prior to the Amendment Date; (e) the Borrower and Guarantor shall have taken all actions required to authorize the execution and delivery of this Amendment and the other Loan Documents and the performance thereof by the Borrower and Guarantor, as the case may be; (f) the Agent shall have received, for its and any other Lender's account and the ratable benefit account of G▇▇▇▇▇, D▇▇▇ & C▇▇▇▇▇▇▇ LLP, all fees due and payable pursuant to the Lenders a closing fee of $215,625 of which Agent, in its capacity as a Lender and for its affiliates who are Lenders, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67Fee Letter on or before the Amendment Date; (dg) the Borrower shall have reimbursed executed and delivered to the Agent for all costs and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendmenta duly executed original of the Fee Letter; (e) the accuracy of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (gh) no Default or Event of Default exists or will arise as a direct result of this Amendmentshall have occurred; and (hi) delivery to Agent each of the other documents Notes executed by Borrower in connection with the Original Agreement shall have been surrendered by the relevant Lender to the Agent for cancellation and deliveries set forth on Exhibit D attached hereto return to the Borrower simultaneously with the Closing (it being acknowledged and agreed by the Lenders that the Notes originally executed by Borrower as of the Closing Date in fully-executed formsconnection with the Original Agreement (which are being replaced as of the Amendment Date by amended and restated notes) shall be deemed canceled, where applicable)paid in full and of no further force and effect as of the Amendment Date.

Conditions to Effectiveness of this Amendment. Notwithstanding anything to the contrary set forth herein, this This Amendment shall become be effective upon satisfaction in a manner reasonably satisfactory to as of the Agent of each of date hereof when and if (such date being the “Amendment Date”) the following conditions (such time, the “Effective Time”):are satisfied: (a) The Administrative Agent shall have received the delivery following, each dated as of the Amendment Date, in form and substance satisfactory to the Agent of a counterpart of this Amendment executed by Borrower, the other Credit Parties, the Agent and the Lenders;Administrative Agent: (b) the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA counterparts of this Amendment, duly executed by the Credit Parties Borrower and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio Bank of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDAAmerica, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received, for the ratable benefit of the Lenders a closing fee of $215,625 of which AgentN.A., in its capacity as a Lender and for its affiliates who are Lendersthe Administrative Agent, will retain $122,083.33 and Regions Bank, as a Lender, will receive $93,541.67and LC Issuing Bank; (dii) certified copies of the resolutions of the Board of Directors of the Borrower shall have reimbursed Agent for approving this Amendment and the Amended Credit Agreement, and of all costs documents evidencing other necessary corporate action with respect to this Amendment and expenses (including all legal fees and expenses) incurred by Agent in connection with this Amendmentthe Amended Credit Agreement; (eiii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the accuracy names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the charter and the bylaws of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery, and performance of this Amendment and the Amended Credit Agreement; (iv) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request; (v) a favorable opinion of special New York counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request; and (vi) such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent or any Lender or LC Issuing Bank may reasonably request, all in form and substance satisfactory to the Administrative Agent or such other Lender or LC Issuing Bank (as the case may be). (b) Each of the representations and warranties contained in Section 3 hereof; (f) since December 26, 2011 there shall not have occurred any Material Adverse Effect; (g) no Default or Event of Default exists or will arise as a direct result of this Amendment; and (h) delivery to Agent of the other documents Amendment shall be true and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable)correct.