Common use of Equalization of Loans and Commitments Clause in Contracts

Equalization of Loans and Commitments. Upon the satisfaction of the conditions precedent set forth in Section 7.1 hereof, on the Effective Date, all loans outstanding under the Original Credit Agreement shall remain outstanding as the initial Borrowing of Loans under this Agreement, and, in connection therewith, the Borrower shall be deemed to have prepaid all outstanding Loans on the Effective Date. On the Effective Date, the Lenders each agree to make such purchases and sales of interests in the outstanding Loans between themselves so that each Lender is then holding its relevant pro rata share of outstanding Loans based on their Commitments as in effect after giving effect hereto. Such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith. Section 12.29 Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Lender that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Lender of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States of America or a state of the United States of America. (b) In the event that any Lender that is a Covered Entity or a BHC Act Affiliate of such Lender becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Lender are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States of America or a state of the United States of America. [SIGNATURE PAGES INTENTIONALLY OMITTED]

Equalization of Loans and Commitments. Upon the satisfaction of the conditions precedent set forth in Section 7.1 hereof, on the Effective Date, all loans outstanding under the Original Credit Agreement shall remain outstanding as the initial Borrowing of Loans under this Agreement, and, in connection therewith, the Borrower shall be deemed to have prepaid all outstanding Eurodollar Loans on the Effective DateDate and shall pay to each Lender who is currently a party to the Original Credit Agreement any compensation due such Lender under Section 2.10 of the Original Credit Agreement as a result thereof. On the Effective Date, the Lenders each agree to make such purchases and sales of interests in the outstanding Loans between themselves so that each Lender is then holding its relevant pro rata share of outstanding Loans based on their Commitments as in effect after giving effect hereto. Such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith. Section 12.29 Recognition Upon execution hereof by all the parties, this Amended and Restated Revolving Credit Agreement is dated as of the U.S. Special Resolution Regimesdate and year first above written and shall be a contract among the parties for the purposes hereinabove set forth. By A. A▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ III, Chief Executive Officer Accepted and agreed to as of the day and year last above written. By M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Director By Name Title By Name Title By Name Title By Name Title By Name Title By Name Title First Tennessee Bank National Association By Name Title The undersigned Departing Lender hereby execute and deliver this Amended and Restated Credit Agreement solely for the purposes set forth in Section 12.28 above. JPMorgan Chase Bank, N. A. By Name Title To: Bank of Montreal, as Agent for the Banks party to the Amended and Restated Revolving Credit Agreement dated as of September 17, 2010 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among World Acceptance Corporation, certain financial institutions party thereto as Lenders, and Bank of Montreal, as Agent Ladies and Gentlemen: The undersigned, World Acceptance Corporation (the “Borrower”), refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 2.3 of the Credit Agreement, of the Borrowing specified below: 1. The Business Day of the proposed Borrowing is ___________, ____. (a) In the event that any Lender that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Lender of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws 2. The aggregate amount of the United States of America or a state of the United States of Americaproposed Borrowing is $______________. 3. (b) In the event that any Lender that The Borrowing is a Covered Entity or a BHC Act Affiliate of such Lender becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Lender are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws comprised of the United States $___________ of America or a state of the United States of America. [SIGNATURE PAGES INTENTIONALLY OMITTED]Base Rate] [Eurodollar] Loans.

Equalization of Loans and Commitments. Upon the satisfaction of the conditions precedent set forth in Section 7.1 hereof, on the Effective Date, all loans outstanding under the Original Credit Agreement shall remain outstanding as the initial Borrowing of Loans under this Agreement, and, in connection therewith, the Borrower shall be deemed to have prepaid all outstanding Loans on the Effective Date. On the Effective Date, the Lenders each agree to make such purchases and sales of interests in the outstanding Loans between themselves so that each Lender is then holding its relevant pro rata share of outstanding Loans based on their Commitments as in effect after giving effect hereto. Such purchases and sales shall be arranged through the Administrative Agent and each Lender ▇▇▇▇▇▇ hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith. 74 Section 12.29 Recognition of the U.S. Special Resolution Regimes. . 74 ### Exhibit A — Borrowing Base Certificate Exhibit B — Compliance Certificate Exhibit C — Assignment and Acceptance Schedule 1.1 — Commitments Schedule 1.2 — Closing Fee Schedule 6.2 — Subsidiaries Schedule 6.8 — Pending Litigation Schedule 6.9 — Pending Tax Disputes Schedule 6.11 — Existing Indebtedness for Borrowed Money Schedule 8.11 — Existing Liens This Amended and Restated Revolving Credit Agreement is entered into as of June 7, 2019, by and among World Acceptance Corporation, a South Carolina corporation (a) In the event that any Lender that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime“Borrower”), the transfer several financial institutions from such Lender of time to time party to this AgreementAgreement as Lenders, and any interest and obligation in or under this Agreement▇▇▇▇▇ Fargo Bank, will be effective to National Association, as Administrative Agent. All capitalized terms used herein without definition shall have the same extent meanings herein as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States of America or a state of the United States of America. (b) In the event that any Lender that is a Covered Entity or a BHC Act Affiliate of such Lender becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Lender terms are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States of America or a state of the United States of America. [SIGNATURE PAGES INTENTIONALLY OMITTED]defined in Section 5.1 hereof.

Equalization of Loans and Commitments. Upon the satisfaction of the conditions precedent set forth in Section 7.1 hereof, on the Effective Date, all loans outstanding under the Original Credit Agreement shall remain outstanding as the initial Borrowing of Loans under this Agreement, and, in connection therewith, the Borrower shall be deemed to have prepaid all outstanding Loans on the Effective Date. On the Effective Date, the Lenders each agree to make such purchases and sales of interests in the outstanding Loans between themselves so that each Lender is then holding its relevant pro rata share of outstanding Loans based on their Commitments as in effect after giving effect hereto. Such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith. Section 12.29 Recognition Upon execution hereof by all the parties, this Amended and Restated Revolving Credit Agreement is dated as of the U.S. Special Resolution Regimesdate and year first above written and shall be a contract among the parties for the purposes hereinabove set forth. WORLD ACCEPTANCE CORPORATION By Accepted and agreed to as of the day and year last above written. ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, individually as a Lender and as Administrative Agent and Collateral Agent By: BANK OF AMERICA, N.A. By Name Title BANK OF MONTREAL By Name Title TEXAS CAPITAL BANK, NATIONAL ASSOCIATION By Name Title FIRST TENNESSEE BANK NATIONAL ASSOCIATION By Name Title BANK UNITED, N.A. By Name Title AXOS BANK By Name Title PACIFIC WESTERN BANK By Name Title 116549.01049/119709025v.7 Reference is made to the Amended and Restated Credit Agreement dated as of June 7, 2019 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”) among World Acceptance Corporation, the Lenders party thereto, and ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning. ______________________________________________________ (the “Assignor”) and _________________________ (the “Assignee”) agree as follows: 1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, the amount and specified percentage interest shown on Annex I hereto of the Assignor’s rights and obligations under the Credit Agreement as of the Effective Assignment Date (as defined below), including, without limitation, the Assignor’s Commitments as in effect on the Effective Assignment Date and the Loans, if any, owing to the Assignor on the Effective Assignment Date. 2. The Assignor (ai) In represents and warrants that it is the event legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any Lender adverse claim, lien, or encumbrance of any kind; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto. 3. The Assignee (i) confirms that is it has received a Covered Entity becomes subject copy of the Credit Agreement, together with copies of the most recent financial statements delivered to a proceeding under a U.S. Special Resolution Regimethe Lenders pursuant to Section 8.20(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the transfer Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) appoints and authorizes the Collateral Agent to take such action as Collateral Agent on its behalf and to exercise such powers under the Collateral Documents and the other Loan Documents as are delegated to the Collateral Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; and (vi) specifies as its lending office (and address for notices) the offices set forth on its Administrative Questionnaire. 4. As consideration for the assignment and sale contemplated in Annex I hereof, the Assignee shall pay to the Assignor on the Effective Assignment Date in Federal funds the amount agreed upon between them. It is understood that commitment and/or letter of credit fees accrued to the Effective Assignment Date with respect to the interest assigned hereby are for the account of the Assignor and such fees accruing from and including the Effective Assignment Date are for the account of the Assignee. Each of the Assignor and the Assignee hereby agrees that if it receives any amount under the Credit Agreement which is for the account of the other party hereto, it shall receive the same for the account of such Lender other party to the extent of such other party’s interest therein and shall promptly pay the same to such other party. 5. The effective date for this Assignment and Acceptance shall be ___________ (the “Effective Assignment Date”). Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent and, if required, the Borrower. 6. Upon such acceptance and recording, as of the Effective Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 7. Upon such acceptance and recording, from and after the Effective Assignment Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Assignment Date directly between themselves. 8. This Assignment and Acceptance shall be governed by, and any interest and obligation construed in or under this Agreementaccordance with, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States State of America or a state New York. [ASSIGNOR LENDER] By Name Title [ASSIGNEE LENDER] By Name Title Accepted and consented this ____ day of the United States of America. (b) In the event that any Lender that is a Covered Entity or a BHC Act Affiliate of such Lender becomes subject _____________ WORLD ACCEPTANCE CORPORATION By Name Title Accepted and consented to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Lender are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws Administrative Agent this ___ day of the United States of America or a state of the United States of America. [SIGNATURE PAGES INTENTIONALLY OMITTED]_________ ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By Name Title

Equalization of Loans and Commitments. Upon From and after the satisfaction Effective Date, (a)(i) the commitments of those Lenders under the Existing Credit Agreement that are continuing as Lenders under this Agreement (the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” under the Existing Credit Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Revolving Credit Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Effective Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the conditions precedent set forth Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 7.1 hereof3.6 hereof of the Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Effective Date) on the Effective Date, ; (c) all loans outstanding “Revolving Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Original Existing Credit Agreement shall remain outstanding as the initial Borrowing Revolving Loans and Letters of Credit hereunder; and (d) all interest accrued on Revolving Loans under this Agreement, and, in connection therewith, the Borrower Existing Credit Agreement to the Effective Date shall be deemed to have prepaid all outstanding Loans paid on the Effective Datelast day of its Interest Period in accordance with Section 1.3. On the Effective Date, the The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Revolving Loans and L/C Obligations outstanding Loans on the Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant pro rata share of outstanding Loans Percentage thereof based on their Revolving Credit Commitments as in effect after giving effect hereto. Such hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith). Section 12.29 Recognition of the U.S. Special Resolution Regimes. (a) In the event that The Borrowers hereby agree to compensate each Continuing Lender for any Lender that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regimeand all losses, the transfer from costs and expenses incurred by such Lender in connection with the sale and assignment of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective Fixed Rate Loans under the U.S. Special Resolution Regime if this AgreementExisting Credit Agreement and such reallocation described above, in each case on the terms and any such interest and obligation, were governed by in the laws of the United States of America or a state of the United States of America. (b) In the event that any Lender that is a Covered Entity or a BHC Act Affiliate of such Lender becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Lender are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States of America or a state of the United States of Americamanner set forth in Section 3.6. [SIGNATURE PAGES INTENTIONALLY OMITTED]FOLLOW] This Amended and Restated Multicurrency Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. BORROWERS ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & CO. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President and Treasurer ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & CO. (ILLINOIS) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ BROKERAGE & RISK MANAGEMENT SERVICES, LLC RISK PLACEMENT SERVICES, INC. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SERVICES, INC. GALLAGHER BENEFIT SERVICES, INC. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ RISK MANAGEMENT SERVICES, INC. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ SERVICE COMPANY, LLC ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (U.S.) LLC By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer of each of the foregoing entities BANK OF MONTREAL, individually as a Lender, as L/C Issuer, Swing Line Lender and as Administrative Agent By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BANK OF AMERICA, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Assistant Vice President BARCLAYS BANK PLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President CITIBANK, N.A. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President and Managing Director JPMORGAN CHASE BANK, N.A. By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President CITIZENS BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Senior Vice President U.S. BANK NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Vice President CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III Title: Senior Vice President LLOYDS BANK PLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Senior Vice President By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Assistant Vice President PNC BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President LAKE FOREST BANK & TRUST COMPANY By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President FIRST BANK OF HIGHLAND PARK By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Vice President FIRST MIDWEST BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President THE PRIVATE BANK AND TRUST COMPANY By: /s/ AUSTIN G. LOVE Name: Austin G. Love Title: Associate Managing Director COMERICA BANK By: /s/ ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇▇ Title: Vice President NOTICE OF PAYMENT REQUEST Attention: Reference is made to the Amended and Restated Multicurrency Credit Agreement, dated as of April 8, 2016, among ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & Co. and the other Borrowers party thereto, the Lenders named therein, and Bank of Montreal, as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement. [The Borrowers have failed to pay their Reimbursement Obligation in the amount of $ . Your Lender’s Percentage of the unpaid Reimbursement Obligation is $ ] or [The L/C Issuer has been required to return a payment by the Borrowers of a Reimbursement Obligation in the amount of $ . Your Lender’s Percentage of the returned Reimbursement Obligations is $ .] Sincerely, , as L/C Issuer By Title EXHIBIT B NOTICE OF BORROWING To: Bank of Montreal, as Administrative Agent for the Lenders parties to the Amended and Restated Multicurrency Credit Agreement, dated as of April 8, 2016 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & Co., (the “Company”) and the other Borrowers (collectively with the Company, the “Borrowers”) party thereto, the Lenders party thereto and the Administrative Agent Ladies and Gentlemen: The undersigned, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & Co., refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 1.5 of the Credit Agreement, of the Borrowing specified below: 1. The Business Day of the proposed Borrowing is , . 2. The aggregate amount and currency of the proposed Borrowing is . 3. The Borrowing is to be comprised of of [Base Rate] [Eurocurrency] Loans.

Equalization of Loans and Commitments. Upon the satisfaction of the conditions precedent set forth in Section 7.1 7.2 hereof, on the Effective Date, all loans and letters of credit outstanding under the Original Credit Agreement shall remain outstanding as the initial Borrowing of Loans and Letters of Credit under this Agreement, Agreement and, in connection therewith, the Borrower shall be deemed to have prepaid all outstanding Eurodollar Loans on the Effective Closing Date. On the Effective Closing Date, the Lenders each agree to make such purchases and sales of interests in the outstanding Loans and interests in outstanding Letters of Credit between themselves so that each Lender is then holding its relevant pro rata share Revolver Percentage of outstanding Loans based on their Commitments as in effect after giving effect heretoand L/C Obligations. Such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith. Section 12.29 Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Lender that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Lender of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States of America or a state of the United States of America. (b) In the event that any Lender that is a Covered Entity or a BHC Act Affiliate of such Lender becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Lender are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States of America or a state of the United States of America. [SIGNATURE PAGES INTENTIONALLY OMITTED]TO FOLLOW] This Fourth Amended and Restated Credit Agreement (including the paragraph set forth above the Lenders’ signatures hereto) is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. “BORROWER” PENFORD CORPORATION By Name Title “GUARANTORS” PENFORD PRODUCTS CO. By Name Title PENFORD CAROLINA, LLC By: Penford Products Co., Sole Member of Penford Carolina, LLC By: Name: Title: CAROLINA STARCHES, LLC By: Its Sole Member, Penford Carolina, LLC By: Name: Title: “LENDERS” BANK OF MONTREAL, in its individual capacity as a Lender, as L/C Issuer, and as Administrative Agent (as successor to ▇▇▇▇▇▇, ▇.▇.) By Name: Title: Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Food and Consumer Group Telecopy: Telephone: COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND,” NEW YORK BRANCH By Name Title By Name Title Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Suite 2100 Chicago, IL 60606 Attention: Telecopy: Telephone: JPMORGAN CHASE BANK, N.A. By Name Title Address: Attention: Telecopy: ( ) Telephone: ( ) KEYBANK NATIONAL ASSOCIATION By Name Title Address: Attention: Telecopy: ( ) Telephone: ( ) FIRST MIDWEST BANK By Name Title Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Telecopy: Telephone: PRIVATE BANK AND TRUST COMPANY By Name Title Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Telecopy: Telephone: GREENSTONE FARM CREDIT SERVICES, ACA/FLCA By Name Title Address: Attention: Telecopy: ( ) Telephone: ( ) BANK OF AMERICA, N.A. By Name Title Address: