Common use of BORROWERS Clause in Contracts

BORROWERS. ▇▇▇▇▇▇▇ DYNAMICS, L.L.C. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇▇ DYNAMICS FINANCE COMPANY By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇, LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO HOLDINGS (for purposes of Section 8): ▇▇▇▇▇▇▇ DYNAMICS, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCH, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Title: Director By: /s/ ▇▇▇▇ Ivashkov Name: ▇▇▇▇ Ivashkov Title: Associate JPMORGAN CHASE BANK, N.A. as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President Wachovia Capital Finance Corporation (Central), as a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCH, as a Administrative Agent By: /s/ ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Title: Director By: /s/ ▇▇▇▇ Ivashkov Name: ▇▇▇▇ Ivashkov Title: Associate THE BANKS AND FINANCIAL INSTITUTIONS LISTED HEREIN, as Lenders, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative Agent

BORROWERS. ▇▇▇▇▇▇▇ DYNAMICSRELIANCE STEEL & ALUMINUM CO., L.L.C. a California corporation By: /s/ ▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇▇ DYNAMICS FINANCE COMPANY Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer RSAC MANAGEMENT CORP., a California corporation By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇, LLC Chief Executive Officer By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO HOLDINGS (for purposes of Section 8): ▇▇▇▇▇▇▇ DYNAMICSExecutive Vice President and Chief Financial Officer BANK OF AMERICA, INC. N.A., as Administrative Agent By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇Vice President BANK OF AMERICA, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCHN.A., as a Issuing Lender, Swing Line Lender By: /s/ ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Title: Director By: /s/ ▇▇▇▇ Ivashkov Name: ▇▇▇▇ Ivashkov Title: Associate JPMORGAN CHASE BANK, N.A. as and a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President Wachovia Capital Finance Corporation (Central)WACHOVIA BANK, N.A., as Syndication Agent and a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Director CITICORP NORTH AMERICA, INC., as Co-Documentation Agent and a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President JPMORGAN CHASE BANK, N.A. as Co-Documentation Agent and a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President ▇▇▇▇▇ FARGO BANK, N.A., as a Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President UNION BANK OF CALIFORNIA, N.A., as a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCHU.S. BANK NATIONAL ASSOCIATION, as a Administrative Agent Lender By: /s/ ▇▇▇▇▇▇▇ ▇’. ▇▇▇▇▇, ▇▇. Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Title: Vice President CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender By: /s/ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Associate UBS LOAN FINANCE LLC, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇’. ▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇ Ivashkov ▇. ▇▇▇▇ Name: ▇▇▇▇ Ivashkov ▇. ▇▇▇▇ Title: Associate THE BANKS AND FINANCIAL INSTITUTIONS LISTED HEREINAssociateDirector FIFTH THIRD BANK, as Lendersa Lender By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President BNP PARIBAS, CREDIT SUISSE AGas a Lender By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President MIZUHO CORPORATE BANK, CAYMAN ISLANDS BRANCH LTD., as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Deputy General Manager THE NORTHERN TRUST COMPANY, as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Senior Vice President THIS CONSENT AND AGREEMENT OF GUARANTORS (“Consent”) is executed and delivered as of First Amendment Effective Date by the undersigned (the “Guarantors”), in favor of the Lenders and Administrative AgentAgent under the Amended Agreement (as defined in the foregoing Amendment). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Amended Agreement.

BORROWERS. ▇▇▇▇▇▇▇ DYNAMICS, L.L.C. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇▇ DYNAMICS FINANCE COMPANY By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO W▇▇▇▇▇▇, LLC INC., a Delaware corporation, individually, as a Borrower and as Funds Administrator By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO HOLDINGS (for purposes of Section 8): ▇▇▇▇▇▇▇ DYNAMICS, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCH, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Title: Director By: /s/ ▇▇▇▇ Ivashkov Name: ▇▇▇▇ Ivashkov Title: Associate JPMORGAN CHASE BANK, N.A. as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President Wachovia Capital Finance Corporation (Central), as a Lender By: /s/ ▇K▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: K▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer PRINCE, INC., as a Borrower By: /s/ K▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: K▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: President WELLMAN OF MISSISSIPPI, INC., as a Borrower By: /s/ K▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: K▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇CARPET RECYCLING OF GEORGIA, ▇▇INC., as a Borrower By: /s/ K▇▇▇▇ ▇▇▇▇▇▇▇▇ BRANCH, as a Administrative Agent ByName: /s/ K▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇’Title: Vice President ALG, INC., as a Borrower By: /s/ K▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ Name: K▇’▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director President PERMACLEAR EAST INCORPORATED, as a Borrower By: /s/ K▇▇▇▇ Ivashkov Name: ▇▇▇▇▇▇▇▇ Ivashkov Name: K▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Associate THE BANKS AND FINANCIAL INSTITUTIONS LISTED HEREINPresident FIBER INDUSTRIES, INC., as Lendersa Borrower By: /s/ K▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: K▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President W▇▇▇▇▇▇ RESINS LLC, CREDIT SUISSE AGas a Borrower By: /s/ K▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: K▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Manager PTA RESOURCES, CAYMAN ISLANDS BRANCH LLC, as a Borrower By: /s/ K▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: K▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: President AGENT: DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender, Administrative AgentAgent and Collateral Agent By: Title:

BORROWERS. ▇▇▇▇▇▇▇ DYNAMICSTRANS WORLD ENTERTAINMENT CORPORATION, L.L.C. as Lead Borrower and Borrower By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇▇ DYNAMICS FINANCE COMPANY Executive Vice President, Chief Financial Officer and Secretary By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇Executive Vice President, LLC Chief Financial Officer and Secretary By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: VP CFO HOLDINGS (for purposes of Section 8): ▇▇▇▇▇▇▇ DYNAMICSExecutive Vice President, INC. Chief Financial Officer and Secretary By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇Executive Vice President, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCH, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Title: Director Chief Financial Officer and Secretary By: /s/ ▇▇▇▇ Ivashkov Name: ▇. ▇▇▇▇ Ivashkov Title: Associate JPMORGAN CHASE BANK, N.A. as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Executive Vice President Wachovia Capital Finance Corporation (Central)President, Chief Financial Officer and Secretary By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Executive Vice President, Chief Financial Officer and Secretary By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Executive Vice President, Chief Financial Officer and Secretary By: Record Town, Inc., its sole member By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Executive Vice President, Chief Financial Officer and Secretary BANK OF AMERICA, N.A., as a Administrative Agent, Collateral Agent, Swingline Lender, Issuing Bank and Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President Managing Director Address: ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ LASALLE BANK NATIONAL ASSOCIATION, as Lender By: /s/ ▇▇▇▇ ▇▇, ▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Senior Vice President Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ BRANCH▇▇▇▇ ▇▇▇▇▇▇▇, as a Administrative Agent By: /s/ ▇▇▇▇▇▇▇▇ ▇’▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ JPMORGAN CHASE BANK, N.A., as Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇ ▇’▇▇▇▇ Title: Director ByVice President Address: /s/ ▇▇▇▇ Ivashkov Name: ▇▇▇▇ Ivashkov Title: Associate THE BANKS AND FINANCIAL INSTITUTIONS LISTED HEREIN, as Lenders, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative AgentOne Chase Square; T-25

BORROWERS. ACY SN 19002 LIMITED, as Borrower By: /s/ B▇▇▇▇ ▇▇▇▇▇ Name: B▇▇▇▇ ▇▇▇▇▇ Title: Director ACY SN 19003 LIMITED, as Borrower By: /s/ B▇▇▇▇ ▇▇▇▇▇ Name: B▇▇▇▇ ▇▇▇▇▇ Title: Director ACY E-175 LLC, as Borrower By: AeroCentury Corp., its Manager By: /s/ T▇▇▇ ▇. ▇▇▇▇▇▇▇ DYNAMICSName: T▇▇▇ ▇▇▇▇▇▇▇ Title: SVP Finance ACY SN 15129 LLC, L.L.C. as Borrower By: AeroCentury Corp., its Manager By: /s/ T▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: T▇▇▇ ▇▇▇▇▇▇▇ Title: SVP Finance NORDDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH, as a Participant By: /s/ O▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: O▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: /s/ Andreas Trunk Name: Andreas Trunk Title: Senior Director NORDDEUTSCHE LANDESBANK GIROZENTRALE, as Swap Counterparty By: /s/ S▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇▇ DYNAMICS FINANCE COMPANY By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇, LLC LEGAL COUNSEL NORDDEUTSCHE LANDESBANK - GIROZENTRALE -AUTHORIZED SIGNATORY- By: /s/ C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO HOLDINGS (for purposes of Section 8): ▇▇▇▇▇▇▇ DYNAMICS, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCH, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Title: Director By: /s/ ▇▇▇▇ Ivashkov Name: ▇▇▇▇ Ivashkov Title: Associate JPMORGAN CHASE BANK, N.A. as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President Wachovia Capital Finance Corporation (Central), as a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇SENIOR LEGAL COUNSEL NORDDEUTSCHE LANDESBANK - GIROZENTRALE -AUTHORIZED SIGNATORY- NORDDEUTSCHE LANDESBANK GIROZENTRALE, ▇as Agent By: /s/ O▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCH, as a Administrative Agent ByName: /s/ O▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Title: Managing Director By: /s/ Andreas Trunk Name: ▇▇Andreas Trunk Title: Senior Director WILMINGTON TRUST COMPANY, as Security Trustee By: /s/ R▇▇▇▇▇ ▇’. ▇▇▇▇▇ Title▇▇. Name: Director By: /s/ R▇▇▇▇▇ Ivashkov Name: ▇. ▇▇▇▇▇ Ivashkov ▇▇. Title: Associate THE BANKS AND FINANCIAL INSTITUTIONS LISTED HEREIN, as Lenders, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative AgentVice President

BORROWERS. NEENAH PAPER, INC., as a Borrower By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Senior Vice President, CFO and Treasurer NEENAH PAPER MICHIGAN, INC., as a Borrower By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Senior Vice President, CFO and Treasurer as a Borrower By: Neenah Paper, Inc., as its sole member By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Senior Vice President, CFO and Treasurer (successor by conversion to Neenah Paper FVC, Inc.), as a Borrower By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Senior Vice President, CFO and Treasurer NEENAH PAPER FR, LLC, as a Borrower By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Senior Vice President, CFO and Treasurer JPMORGAN CHASE BANK, N.A., as a Lender, as the Agent and as Swingline Lender By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ DYNAMICSName: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Officer BANK OF AMERICA, L.L.C. N.A., as a Lender By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President UBS AG, Stamford Branch, as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇▇ DYNAMICS FINANCE COMPANY By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO Associate Director ▇▇▇▇▇▇, LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO HOLDINGS (for purposes of Section 8): ▇▇▇▇▇▇▇ DYNAMICSLENDING PARTNERS LLC, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCH, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Title: Director By: /s/ ▇▇▇▇ Ivashkov Name: ▇▇▇▇ Ivashkov Title: Associate JPMORGAN CHASE BANK, N.A. as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President Wachovia Capital Finance Corporation (Central)Authorized Signatory BMO ▇▇▇▇▇▇ BANK, N.A., as a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCH, as a Administrative Agent By: /s/ ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Title: Director BySubject: /s/ ▇▇▇▇ Ivashkov Name: ▇▇▇▇ Ivashkov Title: Associate THE BANKS AND FINANCIAL INSTITUTIONS LISTED HEREINNeenah Paper, as Lenders, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative AgentInc. Borrowing Base Certificate # We hereby certify the following information:

BORROWERS. W▇▇▇▇▇▇▇ DYNAMICS, L.L.C. INC., a Delaware corporation, individually, as a Borrower and as Funds Administrator By: /s/ ▇▇K▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇▇ DYNAMICS FINANCE COMPANY Chief Financial Officer PRINCE, INC., as a Borrower By: /s/ ▇▇K▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇, LLC By: /s/ President W▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ NameOF MISSISSIPPI, INC., as a Borrower By: ▇▇/s/ K▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: VP CFO HOLDINGS (for purposes of Section 8): ▇▇▇▇▇▇▇ DYNAMICSVice President CARPET RECYCLING OF GEORGIA, INC. ., as a Borrower By: /s/ ▇▇K▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇Vice President ALG, INC., as a Borrower By: /s/ K▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCHTitle: President FIBER INDUSTRIES, INC., as a Lender Borrower By: /s/ K▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇’Title: Vice President PTA RESOURCES, LLC, as a Borrower By: /s/ K▇▇▇▇ Name: ▇. ▇▇▇▇▇▇▇▇ Title: President AGENT: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Agent and Collateral Agent By: /s/ MargueriteSutton Title: Director By: /s/ D▇’▇▇▇ J. ▇▇▇▇ Title: Managing Director LENDERS: DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ M▇▇▇▇ Ivashkov Name: ▇▇▇▇ Ivashkov Title: Associate JPMORGAN CHASE BANK, N.A. as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President Wachovia Capital Finance Corporation (Central), as a Lender Director By: /s/ ▇D▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇J. ▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCH, as a Administrative Agent By: /s/ ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Title: Director By: /s/ ▇▇▇▇ Ivashkov Name: ▇▇▇▇ Ivashkov Title: Associate THE BANKS AND FINANCIAL INSTITUTIONS LISTED HEREIN, as Lenders, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative AgentManaging Director

BORROWERS. BLACKROCK, INC., as Borrower and Guarantor By: /s/ ▇▇▇ ▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇ Title: Managing Director and Treasurer BLACKROCK GROUP LIMITED, as Designated Borrower By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ DYNAMICSName: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Director BLACKROCK HOLDINGS DEUTSCHLAND GMBH, L.L.C. as Designated Borrower By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Geschäftsführer By: Name: Title: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender, L/C Agent and Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director CITIBANK, N.A., as Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory JPMORGAN CHASE BANK, N.A., as Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, N.A., as Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Authorized Signatory BANK OF AMERICA, N.A., as Lender By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Assistant Vice President BARCLAYS BANK PLC, as Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Assistant Vice President DEUTSCHE BANK AG NEW YORK BRANCH, as Lender By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇ ▇. ▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇ Title: Vice President HSBC BANK USA, NATIONAL ASSOCIATION, as Lender By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇ Title: Director THE ROYAL BANK OF SCOTLAND plc, as Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director UBS AG, STAMFORD BRANCH, as Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director Banking Products Services, US By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇▇ DYNAMICS FINANCE COMPANY Associate Director Banking Products Services, US CREDIT SUISSE AG, Cayman Islands Branch, as Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director By: /s/ Sanja Gazahi Name: Sanja Gazahi Title: Associate MIZUHO CORPORATE BANK, LTD., as Lender By: /s/ ▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇ ▇▇▇ Title: Authorized Signatory ▇▇▇▇▇▇▇ SACHS BANK USA, as Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory STATE STREET BANK AND TRUST COMPANY, as Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Vice President THE BANK OF NEW YORK MELLON, as Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President ROYAL BANK OF CANADA, as Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: VP CFO Authorized Signatory U.S. BANK NATIONAL ASSOCIATION, as Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: SVP BNP PARIBAS, as Lender By: /s/ ▇▇▇ ▇▇▇▇▇▇, LLC ▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Co-Head of Fixed Income Americas By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO HOLDINGS (for purposes of Section 8): ▇▇▇▇▇▇▇ DYNAMICS, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCHManaging Director CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Title: Director By: /s/ ▇▇▇▇ Ivashkov Name: ▇▇▇▇ Ivashkov Title: Associate JPMORGAN CHASE BANK, N.A. as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: MD By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Managing Director BANCO SANTANDER, S.A., NEW YORK BRANCH, as Lender By: /s/ ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ Title: Executive Director Banco Santander, S.A., New York Branch By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Senior Vice President Wachovia Capital Finance Corporation (Central)Banco Santander, S.A., New York Branch SOCIETE GENERALE, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇ Name: ▇▇▇▇▇▇▇ ▇▇ Title: Director STANDARD CHARTERED BANK, as Lender By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Managing Director & Head of Funds, Americas By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCHManager SUMITOMO MITSUI BANKING CORPORATION, as a Administrative Agent Lender and as the Japanese Yen Lender By: /s/ ▇▇▇▇▇▇▇ ▇’. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇’. ▇▇▇▇ Title: Director General Manager NOMURA INTERNATIONAL PLC, as Lender By: /s/ ▇▇▇▇ Ivashkov ▇. ▇▇▇▇▇ Name: ▇▇▇▇ Ivashkov ▇. ▇▇▇▇▇ Title: Associate Managing Director THE BANKS AND FINANCIAL INSTITUTIONS LISTED HEREINBANK OF TOKYO-MITSUBISHI UFJ, LTD., as Lenders, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative AgentLender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President

BORROWERS. ▇▇▇▇▇▇▇ DYNAMICSTRANS WORLD ENTERTAINMENT CORPORATION, L.L.C. as Lead Borrower and Borrower By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇▇ DYNAMICS FINANCE COMPANY Executive Vice President, Chief Financial Officer and Secretary By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇Executive Vice President, LLC Chief Financial Officer and Secretary By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: VP CFO HOLDINGS (for purposes of Section 8): ▇▇▇▇▇▇▇ DYNAMICSExecutive Vice President, INC. Chief Financial Officer and Secretary By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇Executive Vice President, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCH, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Title: Director Chief Financial Officer and Secretary By: /s/ ▇▇▇▇ Ivashkov Name: ▇. ▇▇▇▇ Ivashkov Title: Associate JPMORGAN CHASE BANK, N.A. as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Executive Vice President Wachovia Capital Finance Corporation (Central)President, Chief Financial Officer and Secretary By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Executive Vice President, Chief Financial Officer and Secretary By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Executive Vice President, Chief Financial Officer and Secretary By: Record Town, Inc., its sole member By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Executive Vice President, Chief Financial Officer and Secretary BANK OF AMERICA, N.A., as a Administrative Agent, Collateral Agent, Swingline Lender, Issuing Bank and Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President Managing Director Address: ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ LASALLE BANK NATIONAL ASSOCIATION, as Lender By: /s/ ▇▇▇▇ ▇▇, ▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: SENIOR VICE PRESIDENT Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ BRANCH▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ JPMORGAN CHASE BANK, N.A., as a Administrative Agent Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇; ▇-▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ Attn: Trans World Client Mgr. Telephone: (585) 258 - 6466 Telecopy: (585) 258 - 7440 FIRST NIAGARA BANK, as Lender By: /s/ ▇▇▇▇▇▇▇▇ ▇’▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇’▇▇▇▇ Title: Director ByVice President Address: /s/ ▇▇ ▇▇▇▇▇▇▇▇▇ Ivashkov Name▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Suite 100 Albany, NY 12211 Attn: ▇▇▇▇▇▇▇▇ Ivashkov Title▇▇▇▇▇, Corporate Banking Telephone: Associate THE BANKS AND FINANCIAL INSTITUTIONS LISTED HEREIN▇▇▇-▇▇▇-▇▇▇▇ Telecopy: ▇▇▇-▇▇▇-▇▇▇▇ SCHEDULE 1 — JPMorgan Chase Bank, as LendersN.A. — First Niagara Bank Schedule 1.1 (a) Lenders and Commitments Bank of America, CREDIT SUISSE AGN.A. $ 70,000,000.00 LaSalle Bank National Association $ 25,000,000.00 JPMorgan Chase Bank, CAYMAN ISLANDS BRANCH as Administrative AgentN.A. $ 25,000,000.00 First Niagara Bank $ 10,000,000.00

BORROWERS. ▇D▇▇▇▇▇▇ DYNAMICS, L.L.C. By: /s/ ▇R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇D▇▇▇▇▇▇ DYNAMICS FINANCE COMPANY By: /s/ ▇R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇F▇▇▇▇▇, LLC By: /s/ ▇R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO HOLDINGS (for purposes of Section 8): ▇D▇▇▇▇▇▇ DYNAMICS, INC. By: /s/ ▇R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCH, as a Lender By: /s/ ▇W▇▇▇▇▇▇ ▇’▇▇▇▇ Name: ▇W▇▇▇▇▇▇ ▇’▇▇▇▇ Title: Director By: /s/ ▇I▇▇▇ Ivashkov Name: ▇I▇▇▇ Ivashkov Title: Associate JPMORGAN CHASE BANK, N.A. as a Lender By: /s/ ▇R▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇R▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President Wachovia Capital Finance Corporation (Central), as a Lender By: /s/ ▇M▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇M▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCH, as a Administrative Agent By: /s/ ▇W▇▇▇▇▇▇ ▇’▇▇▇▇ Name: ▇W▇▇▇▇▇▇ ▇’▇▇▇▇ Title: Director By: /s/ ▇I▇▇▇ Ivashkov Name: ▇I▇▇▇ Ivashkov Title: Associate THE BANKS AND FINANCIAL INSTITUTIONS LISTED HEREINThis AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (this “Amendment”), dated as of April [ ], 2010, is made and entered into among D▇▇▇▇▇▇ Dynamics, L.L.C., a Delaware limited liability company (the “Borrower”), D▇▇▇▇▇▇ Dynamics Finance Company, a Delaware corporation (“DD Finance”), F▇▇▇▇▇, LLC, as LendersDelaware limited liability company (“F▇▇▇▇▇”), CREDIT SUISSE D▇▇▇▇▇▇ Dynamics, Inc., a Delaware corporation (“Holdings”), Credit Suisse AG, CAYMAN ISLANDS BRANCH Cayman Islands Branch (“Credit Suisse”), in its capacity as administrative agent under the ABL Loan Documents (as defined in the Intercreditor Agreement referred to below) (in such capacity, the “ABL Administrative Agent”), JPMorgan Chase Bank, N.A, in its capacity as collateral agent under the ABL Loan Documents (in such capacity, the “ABL Collateral Agent”), Credit Suisse, in its capacities as administrative agent (in such capacity, the “Term Administrative Agent” and, together with the ABL Administrative Agent, the “Administrative Agents”) and collateral agent (in such capacity, the “Term Collateral Agent”) under the Term Loan Documents (as defined in the Intercreditor Agreement referred to below).

BORROWERS. IHS INC. IHS HOLDING INC. IHS GLOBAL INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ DYNAMICSIHS GROUP HOLDINGS LIMITED IHS GLOBAL LIMITED By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ IHS GLOBAL S.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ IHS GLOBAL CANADA LIMITED. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ IHS EMEA HOLDING S.A.R.L. IHS LUXEMBOURG S.A.R.L. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Corporate VP and Treasurer BANK OF AMERICA, L.L.C. N.A., as Administrative Agent, By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Assistant Vice President BANK OF AMERICA, N.A. as Issuing Bank, Swingline Lender and as Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President JPMORGAN CHASE BANK, N.A. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: AUTHORIZED SIGNER JPMORGAN CHASE BANK, N.A., TORONTO BRANCH By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇ Title: Senior Vice President ROYAL BANK OF CANADA By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: AUTHORIZED SIGNATORY ▇▇▇▇▇ FARGO BANK N.A. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: DIRECTOR BBVA COMPASS BANK By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: SENIOR VICE PRESIDENT TD BANK, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇▇ DYNAMICS FINANCE COMPANY SVP CITIZEN BANK, N.A. By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇VICE PRESIDENT PNC BANK, LLC NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: ASSISTANT VICE PRESIDENT U.S. BANK NATIONAL ASSOCIATION By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO HOLDINGS (for purposes of Section 8): VICE PRESIDENT ▇▇▇▇▇▇▇ DYNAMICSSACHS BANK USA By: /s/ ▇▇▇▇▇ ▇▇ Name: ▇▇▇▇▇ ▇▇ Title: AUTHORIZED SIGNATORY HSBC BANK USA, INCN.A. By: /s/ Rumesha Ahmed Name: RUMESHA AHMED Title: VICE PRESIDENT SUMITOMO MITSUI BANKING CORP. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCH, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Title: Director By: /s/ ▇▇▇▇ Ivashkov Name: ▇▇▇▇ Ivashkov Title: Associate JPMORGAN CHASE BANK, N.A. as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President Wachovia Capital Finance Corporation (Central), as a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President MANAGING DIRECTOR BNP PARIBAS By: /s/ ▇▇▇▇▇▇▇ De Clapiers Name: ▇▇▇▇▇▇▇ DE CLAPIERS Title: DIRECTOR By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇, ▇▇▇▇ ▇▇▇▇▇▇ Title: MANAGING DIRECTOR BANK OF THE WEST By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: DIRECTOR SUNTRUST BANK By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: VICE PRESIDENT ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCHBANK, as a Administrative Agent N.A. By: /s/ ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇ Title: Director AUTHORIZED SIGNATORY THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. By: /s/ ▇▇▇▇▇▇▇ Ivashkov ▇▇▇ Name: ▇▇▇▇▇▇▇ Ivashkov ▇▇▇ Title: Associate THE BANKS AND FINANCIAL INSTITUTIONS LISTED HEREIN, as Lenders, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative AgentDIRECTOR

BORROWERS. IHS INC. IHS HOLDING INC. IHS GLOBAL INC. By: /s/ ▇▇▇▇▇▇▇ DYNAMICS▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, L.L.C. Executive Vice President, ` Legal and Corporate Secretary IHS GROUP HOLDINGS LIMITED IHS GLOBAL LIMITED By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Authorized Signatory IHS GLOBAL S.A. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Proxy Holder IHS GLOBAL CANADA LIMITED By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Assistant Secretary IHS EMEA HOLDING S.A.R.L. IHS LUXEMBOURG S.A.R.L. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Authorized Signatory BANK OF AMERICA, N.A. individually and as Administrative Agent, By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇▇ DYNAMICS FINANCE COMPANY Assistant Vice President BANK OF AMERICA, N.A., as Issuing Bank, Swingline Lender and as a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President JPMORGAN CHASE BANK, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ BANK OF CANADA by: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Authorized Signatory HSBC BANK USA, N.A. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President U.S. BANK NATIONAL ASSOCIATION By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President SUNTRUST BANK By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director BNP PARIBAS By: /s/ ▇▇▇▇▇▇▇ De Clapiers Name: ▇▇▇▇▇▇▇ De Clapiers Title: Director By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director ▇▇▇▇▇ FARGO BANK N.A. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Director CITIZEN BANK, N.A. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President LENDER: CITIZEN BANK N.A., as a Tranche A-1 Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice Preisdent PNC BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Assistant Vice President COMPASS BANK, an Alabama Banking Corporation, as Co-Documentation Agent and a Lender By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Sr. Vice President TD BANK, N.A.. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: SVP ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇ Title: Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, N.A. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇, LLC Authorized Signatory BANK OF THE WEST By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO HOLDINGS (for purposes of Section 8): ▇▇▇▇▇▇▇ DYNAMICS, INC. Director SUMITOMO MITSUI BANKING CORPORATION By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇. ▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇. ▇▇▇ Title: VP CFO ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇Managing Director Each of the undersigned Domestic Guarantors: (i) consents and agrees to this Amendment including, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCHwithout limitation, Sections 4.1 and 4.2 thereof; (ii) agrees that the Loan Documents to which it is a party shall remain in full force and effect and shall continue to be the legal, valid and binding obligation of such Domestic Guarantor enforceable against it in accordance with their respective terms; and (iii) agrees that the obligations, indebtedness and liabilities of the Borrowers arising under this Amendment and the promissory notes executed pursuant hereto are “Obligations” as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Title: Director By: /s/ ▇▇▇▇ Ivashkov Name: ▇▇▇▇ Ivashkov Title: Associate JPMORGAN CHASE BANK, N.A. defined in the Agreement and “Guaranteed Indebtedness” as a Lender defined in the U.S. Guaranty Agreement. IHS INC. IHS HOLDING INC. IHS GLOBAL INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇, Executive Vice President, Legal & Corporate Secretary ▇.▇. ▇▇▇▇ Title: Senior Vice President Wachovia Capital Finance Corporation (Central)& CO. CARFAX, as a Lender INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCH, as a Administrative Agent By: /s/ ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Title: Director By: /s/ ▇▇▇▇ Ivashkov Name: ▇▇▇▇ Ivashkov Title: Associate THE BANKS AND FINANCIAL INSTITUTIONS LISTED HEREIN, as LendersExecutive Vice President, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative AgentLegal & Corporate Secretary

BORROWERS. ▇▇▇▇▇▇▇ DYNAMICSATTEST: ICF CONSULTING GROUP HOLDINGS, L.L.C. INC., a [Corporate Seal] Delaware corporation By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇▇ DYNAMICS FINANCE COMPANY ATTEST: ICF CONSULTING GROUP, INC., a [Corporate Seal] Delaware corporation By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇WITNESS: ICF CONSULTING LIMITED, LLC a private limited company organized under the laws of England and Wales By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO HOLDINGS (for purposes of Section 8): ▇▇▇▇▇▇▇ DYNAMICS, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCH, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Title: Director By: /s/ ▇▇▇▇ Ivashkov Name: ▇▇▇▇ Ivashkov Title: Associate JPMORGAN CHASE BANK, N.A. as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President Wachovia Capital Finance Corporation (Central)Director ATTEST: ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ COMPANY, as L.L.C., a Lender Delaware limited liability company By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: CFO ATTEST: THE. K.S. ▇▇▇▇▇ GROUP, L.L.C., a Delaware limited liability company By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: CFO ATTEST: ICF INCORPORATED, L.L.C., a Delaware limited liability company By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: CFO ATTEST: ICF INFORMATION TECHNOLOGY, L.L.C., a Delaware limited liability company By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: CFO ATTEST: ICF RESOURCES, L.L.C., a Delaware limited liability company By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: CFO ATTEST: SYSTEMS APPLICATIONS INTERNATIONAL, L.L.C., a Delaware limited liability company By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: CFO ATTEST: ICF ASSOCIATES, L.L.C., a Delaware limited liability company By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: CFO ATTEST: ICF SERVICES COMPANY, L.L.C., a Delaware limited liability company By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: CFO ATTEST: ICF CONSULTING SERVICES, L.L.C., a Delaware limited liability company By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: CFO ATTEST: ICF EMERGENCY MANAGEMENT SERVICES, LLC, a Delaware limited liability company By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer Title: CFO WITNESS: ICF CONSULTING PTY LTD, an Australian corporation By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director ATTEST: ICF CONSULTING CANADA, INC., a Canadian [Corporate Seal] corporation By: /s/ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ BRANCHBy: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer Title: CFO WITNESS: ICF/EKO, as a Administrative Agent Russian corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: CFO WITNESS/ATTEST: ICF CONSULTORIA DO BRAZIL LTDA., a Brazilian limited liability company By: ICF CONSULTING GROUP, INC., a Delaware corporation By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer Title: CFO By: ICF CONSULTING SERVICES, L.L.C., a Delaware limited liability company By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer Title: CFO ATTEST: SYNERGY, INC., a District of Columbia [Corporate Seal] corporation By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: CFO ATTEST: SIMULATION SUPPORT, INC., a Virginia [Corporate Seal] corporation By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: CFO ATTEST: ICF BIOMEDICAL CONSULTING, LLC, a Delaware limited liability company By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: CFO ATTEST: ICF PROGRAM SERVICES, LLC, a Delaware limited liability company By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: CFO ATTEST: CALIBER ASSOCIATES, INC., a Virginia [Corporate Seal] corporation By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: CFO ATTEST: ▇▇▇▇▇▇▇ MANAGEMENT CONSULTING, INC., [Corporate Seal] a Virginia corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: CFO ATTEST: FRIED & SHER, INC., a Virginia corporation [Corporate Seal] By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: CFO CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered bank By: /s/ ▇▇▇▇▇▇▇ ▇’. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇’. ▇▇▇▇▇▇▇▇ Title: Director Vice President CHEVY CHASE BANK, F.S.B., a federal savings bank By: /s/ ▇▇▇▇▇ Ivashkov ▇▇▇▇ Name: ▇▇▇▇▇ Ivashkov ▇▇▇▇ Title: Associate THE BANKS AND FINANCIAL INSTITUTIONS LISTED HEREINVice President PNC BANK, NATIONAL ASSOCIATION, as Lenderssuccessors-in-interest to ▇▇▇▇▇ Bank, CREDIT SUISSE AGN.A., CAYMAN ISLANDS BRANCH as Administrative Agenta national banking association By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President COMMERCE BANK, N.A., a national banking association By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Vice President CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered bank By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President then the Additional LIBOR Interest Margin for Facility A shall be: 2.25 % 2.50 % 2.75 % 3.00 % then the Additional Base Rate Interest Margin for Facility A shall be: 0.00 % 0.00 % 0.00 % 0.25 % then the Additional LIBOR Interest Margin for Facility B shall be: 2.50 % 2.75 % 3.00 % 3.00 % then the Additional Base Rate Interest Margin for Facility B shall be: 0.25 % 0.25 % 0.25 % 0.25 % then the Additional LIBOR Interest Margin for Facility C shall be: 3.00 % 3.25 % 3.50 % 3.50 % then the Additional Base Rate Interest Margin for Facility C shall be: 0.75 % 0.75 % 0.75 % 0.75 %

BORROWERS. UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC., WITNESS: a Delaware corporation /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ DYNAMICSBy: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL) Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: V.P. Finance, L.L.C. CFO and Treasurer DUNKIRK SPECIALTY STEEL, LLC, WITNESS: a Delaware limited liability company /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL) Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Officer NORTH ▇▇▇▇▇▇▇ SPECIALTY STEEL, LLC, WITNESS: a Delaware limited liability company /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL) Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Treasurer PNC BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent By: /s/ ▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇▇ DYNAMICS FINANCE COMPANY By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇, LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO HOLDINGS (for purposes of Section 8): ▇▇▇▇▇▇▇ DYNAMICS, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCH, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇’▇▇▇▇ Title: Director By: /s/ ▇▇▇▇ Ivashkov Name: ▇▇▇▇ Ivashkov Title: Associate JPMORGAN CHASE BANK, N.A. as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Executive Vice President Wachovia Capital Finance Corporation (Central)THE HUNTINGTON NATIONAL BANK, as a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President FIFTH THIRD BANK, as a Lender By: /s/ ▇▇▇▇ ▇. Oris Name: ▇▇▇▇ ▇. Oris Title: Senior Vice President FIRST NATIONAL BANK OF PENNSYLVANIA, as a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President FIRST COMMONWEALTH BANK, as a Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President PNC Bank, National Association, as Administrative Agent Three PNC Plaza ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: I refer to the Credit Agreement, dated as of August 18, 2011, by and among Universal Stainless & Alloy Products, Inc., a Delaware corporation (“Universal”), Dunkirk Specialty Steel, LLC, a Delaware limited liability company (“Dunkirk”), North ▇▇▇▇▇▇▇ Specialty Steel, LLC, a Delaware limited liability company (“North ▇▇▇▇▇▇▇”) (Universal, Dunkirk, and North ▇▇▇▇▇▇▇ are each, a “Borrower” and collectively, the “Borrowers”), the Guarantors (as defined therein) party thereto, PNC Bank, National Association (“PNC Bank”) and various other financial institutions from time to time (PNC Bank and such other financial institutions are each a “Lender” and collectively, the “Lenders”), and PNC Bank, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as amended by that certain (i) First Amendment to Credit Agreement, dated ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ BRANCH, as a Administrative Agent By: /s/ (▇▇) Second Amendment to Credit Agreement, dated ▇▇▇▇▇ ▇’▇▇▇▇ Name: , ▇▇▇▇▇▇▇ ▇’, (▇▇▇▇ Title: Director By: /s/ ▇▇▇▇ Ivashkov Name: ▇▇▇▇ Ivashkov Title: Associate THE BANKS AND FINANCIAL INSTITUTIONS LISTED HEREIN) Third Amendment to Credit Agreement, dated November 7, 2013 and (iv) Fourth Amendment to Credit Agreement, dated October 23, 2015 (as may be further amended, modified, supplemented or restated from time to time, the “Credit Agreement”). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein with the same meanings. [insert name of applicable Loan Party] intends to enter into a Permitted Acquisition with [enter name of the target company] pursuant to which [insert name of applicable Loan Party] will [provide a brief description of the transactions contemplated by such Permitted Acquisition]. This Certificate is delivered to the Administrative Agent in accordance with Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] of the Credit Agreement. I, the [Chief Executive Officer/President/Chief Financial Officer/Treasurer or Assistant Treasurer] of each Borrower, do hereby certify as of , 201 , which is at least five (5) Business Days prior to such Permitted Acquisition (the “Report Date”), as Lenders, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative Agentfollows:

BORROWERS. ▇▇▇▇▇▇▇ DYNAMICSELASTIC SPV, L.L.C. LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as a Borrower By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇▇ DYNAMICS FINANCE COMPANY By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇Director TODAY CARD LLC, LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO HOLDINGS (for purposes of Section 8): ▇▇▇▇▇▇▇ DYNAMICS, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: VP CFO ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCHa Delaware limited liability company, as a Lender Borrower By: /s/ ▇▇▇▇▇▇▇ ▇’. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇’. ▇▇▇▇ Title: Director By: /s/ ▇▇▇▇ Ivashkov Name: ▇▇▇▇ Ivashkov Title: Associate JPMORGAN CHASE BANKCEO ELEVATE CREDIT, N.A. as INC., a Lender Delaware corporation By: /s/ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇ Title: Senior Vice President Wachovia Capital Finance Corporation (Central)CEO By: Elevate Credit, Inc., as a Lender Sole Member of each of the above-named entities By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: President By: RISE Credit, LLC, as Sole Member of each of the above-named entities By: Elevate Credit, Inc., as its Sole Member By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: President By: RISE SPV, LLC, as Sole Member of each of the above-named entities By: Elevate CREDIT, Inc., as its Sole Member By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: President By: Elastic Financial, LLC, as Sole Member of each of the above-named entities By: Elevate Credit, Inc., as its Sole Member By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: President By: Today Card, LLC, as Sole Member of each of the above-named entities By: Elevate Credit, Inc., as its Sole Member By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: President By: EF Financial, LLC, as Sole Member of each of the above-named entities By: Elevate Credit, Inc., as its Sole Member By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: President By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇Authorized Signatory By: VPC Investor Fund GP B, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCHL.P. Its: Managing Member By: VPC Investor Fund UGP B, as a Administrative Agent LLC Its: General Partner By: /s/ ▇▇▇▇▇ ▇. ▇▇▇ ▇’▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇ ▇’▇▇▇▇ Title: Director General Counsel By: VPC Specialty Finance Fund GP I, L.P. Its: General Partner By: VPC Specialty Finance Fund UGP I, LLC Its: General Partner By: /s/ ▇▇▇▇▇ Ivashkov ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ Ivashkov ▇. ▇▇▇▇▇▇▇ Title: Associate THE BANKS AND FINANCIAL INSTITUTIONS LISTED HEREINGeneral Counsel By: Victory Park Capital Advisors, LLC Its: Investment Manager By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: General Counsel By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Authorized Signatory By: VPC Investor Fund GP C, L.P. Its: General Partner By: VPC Investor Fund UGP C, LLC Its: General Partner By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: General Counsel By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Authorized Signatory By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Authorized Signatory By: Victory Park Capital Advisors, LLC Its: Investment Manager By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: General Counsel Capitalized terms used and not otherwise defined in this Schedule 1.1(c) shall have the respective meanings ascribed to them in the Joint Marketing Agreement, dated as Lendersof June 28 2018, CREDIT SUISSE AGbetween Capital Community Bank, CAYMAN ISLANDS BRANCH as Administrative Agenta Utah chartered bank, and Today Marketing, LLC, a Delaware limited liability company.