Common use of Conditions Precedent Clause in Contracts

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment to the contrary, Bank shall have no obligation under this Fourth Amendment until each of the following conditions precedent have been fulfilled to the satisfaction of Bank: (a) Each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied; (b) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated hereby.

Conditions Precedent. Notwithstanding anything contained in The effectiveness of this Fourth Amendment is subject to the contrary, Bank shall have no obligation under this Fourth Amendment until each satisfaction of the following conditions precedent have been fulfilled to the satisfaction of Bankprecedent: (a) Each receipt by the Administrative Agent of each of the conditions set forth following, each in Section 6.2 form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Amendment duly executed by the Borrower, the Guarantor, the Administrative Agent and each of the Lenders; (ii) payment by Borrower of (A) all outstanding fees and expenses of the Administrative Agent and the Administrative Agent’s counsel incurred in connection with the preparation, review or negotiation of this Amendment and all other amendments, restatements, supplements or negotiations related to the Loan Documents or the Loans and (B) all other fees and expenses relating to the preparation, execution and delivery of this Amendment or otherwise related to the Credit Agreement or the Loan Documents which are due and payable on the date hereof pursuant to the terms of any Loan Document (including, without limitation, any costs incurred for appraisals, insurance, tax services, engineering, inspections, searches and recording and attorneys’ fees incurred in connection with the above); (iii) a certificate signed by a Responsible Officer of the Parent certifying immediately after giving effect to this Amendment and all the transactions contemplated herein, (A) no Default exists and (B) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the effective date of this Amendment except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of such certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall have been satisfied;be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement; and (iv) such other documents, instruments and agreements as the Administrative Agent may reasonably request. (b) Bank There shall not have received this Fourth Amendmentoccurred a material adverse change since the Closing Date in the business, duly executedassets, operations, or condition (financial or otherwise) of the Borrower and Bank shall have received the Participant’s Consent attached heretoother Consolidated Parties taken as a whole, duly executed as reasonably determined by Fifth Third Bank (Central Indiana);the Administrative Agent. (c) A duly executed certificate of the Secretary There shall not exist any action, suit, investigation, or proceeding pending or threatened, in any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documentscourt or before any arbitrator or Governmental Authority that could have a Material Adverse Effect, as amended, (B) certifying as complete and correct as to attached copies of reasonably determined by the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank;Administrative Agent. (d) Bank There shall have received not exist any material disruption of the Deed of Trust for Borrower’s Baltimorefinancial or capital markets, Maryland real estate, duly executed as reasonably determined by Borrower in the form prescribed by Bank;Administrative Agent. (e) Bank The Borrower and the Guarantor shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required provided all information requested by the Deed Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of Trust for Borrower’s Baltimore real estate; 2001 (g) Bank shall have received a $32,000 amendment/waiver fee from BorrowerTitle III of Pub. L. No. 107-56 (signed into law October 26, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated hereby2001)).

Conditions Precedent. Notwithstanding anything contained The obligation of the Bank to make the Loan is subject to satisfaction in this Fourth Amendment form and substance satisfactory to the contrary, Bank shall have no obligation under this Fourth Amendment until each or waiver of the following conditions precedent have been fulfilled to the satisfaction of Bankprecedent: (a) Each the Bank shall have received, in form and substance satisfactory to the Bank, duly executed originals of the conditions set forth in Section 6.2 Revolving Credit Note, this Agreement, and the Letter of the Agreement shall have been satisfiedGuaranty; (b) the Bank shall have received, in form and substance satisfactory to the Bank, such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Bank may reasonably require evidencing the Borrower’s authority to execute, deliver and perform this Agreement and to borrow the Loan from the Bank hereunder, certified copies of the Borrower’s certificate of incorporation and bylaws certified by the Secretary of the Borrower, and the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents, substantially in the form set forth in Exhibit B; (c) on the Disbursement Date, the following statements shall be true and the Bank shall have received a Closing Certificate of a Responsible Officer of the Borrower substantially in the form set forth in Exhibit C, stating that: (1) the representations and warranties contained in Section 10 of this Fourth AmendmentAgreement are correct in all material respects on and as of the Disbursement Date; (2) no event has occurred and is continuing that constitutes an Event of Default; (3) all conditions precedent to the obligations of the Parent and the Acquisition Sub to consummate the Acquisition set forth in the Acquisition Agreement, duly executedunless waived (subject to clause (4) below), and are satisfied or still capable of being satisfied; (4) the Acquisition Agreement shall not have been amended or waived in any respect in a manner materially adverse to the Bank without its prior written consent or otherwise terminated; (5) no public offer (that has been accepted by the Target) shall have been made in respect of the shares of the Target (other than in connection with the Acquisition); (6) no “Company Material Adverse Effect,” as defined in the Acquisition Agreement, shall have occurred; (d) the Bank shall have received the Participant’s Consent attached heretoInitial Utilization Request, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower issued in the form prescribed by Bankaccordance with this Agreement; (e) there shall be compliance in all material respects with regulatory requirements applicable to the transactions contemplated by the Loan Documents, including the completion by the Bank shall have received a satisfactory clean title search for Borrower’s Baltimoreof required client identification procedures under all applicable anti- terrorism and anti-money laundering laws, Maryland real estateincluding, but not limited to, the PATRIOT Act, OFAC, and the Foreign Corrupt Practices Act (including, if necessary, identification of directors and major shareholders); (f) Bank there shall not have received satisfactory evidence occurred any material adverse change in the business, assets, operations, prospects or condition, financial or otherwise, of insurance the Guarantor, the Borrower, or their Subsidiaries, individually or taken as required by the Deed of Trust for Borrower’s Baltimore real estate;a whole; and (g) such other approvals, documents and opinions as the Bank shall have received a $32,000 amendment/waiver fee from Borrowermay reasonably request, and, if requested by the Bank, an opinion of counsel in form and Borrower shall have reimbursed substance reasonably acceptable to the Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated herebyits counsel.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment to The amendments set forth herein shall be effective upon the contrary, Bank shall have no obligation under this Fourth Amendment until satisfaction of each of the following conditions precedent in a manner reasonably satisfactory to Agent: 8.1 Agent shall have received an original or facsimile of this Amendment, duly authorized, executed and delivered by Borrowers and Guarantors; 8.2 Agent shall have received, in form and substance reasonably satisfactory to Agent, each of the New Guarantor Supplemental Agreements, as duly authorized, executed and delivered by the parties thereto; 8.3 Agent shall have received, in form and substance reasonably satisfactory to Agent, a true, correct and complete copy of the Stock Purchase Agreement, duly authorized, executed and delivered by the parties thereto, and evidence reasonably satisfactory to Agent that the New Guarantor Stock Acquisition has been fulfilled consummated in accordance with the terms of the Stock Purchase Agreement, as in effect on the date of execution thereof; 8.4 Parent shall have delivered to Agent, in form and substance reasonably satisfactory to Agent, an amendment to the satisfaction Pledge and Security Agreement previously executed by Parent in favor of Bank:Agent; 8.5 Agent shall have received from New Guarantor (a) Each a copy of the conditions set forth in Section 6.2 Certificate of Incorporation for New Guarantor, and all amendments thereto, certificated by the Secretary of State of its jurisdiction of incorporation as of the Agreement shall have most recent practicable date certifying that each of the foregoing documents remains in full force and effect and has not been satisfied; modified or amended, except as described therein, (b) Bank shall have received this Fourth Amendmenta copy of its By-Laws, duly executedcertified by the Secretary of New Guarantor, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed a certificate from the Secretary of New Guarantor dated the date hereof certifying that each of the Secretary foregoing documents remains in full force and effect and have not been modified or any Assistant Secretary amended, except as described therein; 8.6 Agent shall have received, in form and substance reasonably satisfactory to Agent, from New Guarantor, Secretary’s Certificates of Borrower (A) certifying as to attached copies Directors’ Resolutions, Corporate By-laws and Incumbency evidencing the adoption and subsistence of Resolutions of the Board of Directors of Borrower authorizing corporate resolutions approving the execution, delivery and performance by New Guarantor of this Amendment and the agreements, documents and instruments to be delivered pursuant to this Amendment; 8.7 Agent shall have received, in form and substance reasonably satisfactory to Agent, a Secretary’s Certificate from Parent and each Borrower, with respect to, among other things, resolutions of the Board of Directors (or the equivalent) of Parent and such Borrower evidencing the adoption and subsistence of resolutions approving the execution, delivery and performance by Parent and such Borrower of this Amendment and the Loan Documents, Agreement as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank;by this Amendment. (d) Bank 8.8 Agent shall have received good standing certificates (or its equivalent) from the Deed Secretary of Trust State (or comparable official) from each jurisdiction where the nature and extent of the business transacted by New Guarantor or ownership of assets makes such qualification necessary, except for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower those jurisdictions in which the form prescribed by Bankfailure to so qualify could not reasonably be expected to have a Material Adverse Effect; (e) Bank 8.9 Agent shall have received, in form and substance reasonably satisfactory to Agent, such opinions of counsel to Parent, New Guarantor and the Borrowers with respect to the matters contemplated by this Amendment, addressed to Agent, as Agent shall reasonably require; 8.10 After giving effect to the amendments provided for herein, no Default or Event of Default shall exist or have occurred; 8.11 Agent shall have received a satisfactory clean title search for Borrower’s BaltimoreUCC, Maryland real estate;Federal and State tax lien and judgment searches against New Guarantor in all relevant jurisdictions, as reasonably determined by Agent; and (f) Bank 8.12 Agent shall have received satisfactory evidence of insurance as and loss payee endorsements required by under the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from BorrowerLoan Agreement and under the other Financing Agreements with respect to Parent, New Guarantor and the Borrowers, in form and substance reasonably satisfactory to Agent, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated herebycertificates of insurance policies and/or endorsements naming Agent as loss payee.

Conditions Precedent. Notwithstanding anything The effectiveness of the amendments and waivers contained in this Fourth Amendment herein shall be subject to the contrary, Bank shall have no obligation under this Fourth Amendment until each satisfaction of the following conditions precedent in a manner acceptable to Agent (the date upon which all of the conditions precedent set forth in Section 7 hereof shall have been fulfilled satisfied in a manner acceptable to Agent shall be referred to herein as the satisfaction of Bank:“Effective Date”): (a) Each the receipt by Agent of an original of this Amendment No. 1, duly authorized, executed and delivered by Borrowers and Guarantor on the conditions set forth in Section 6.2 of the Agreement shall have been satisfieddate hereof; (b) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed receipt by Fifth Third Bank (Central Indiana)Agent of the $37,500 fee referred to in Section 5(a) hereof on the date hereof; (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as all requisite corporate action and proceedings in connection with this Amendment No. 1 shall be satisfactory in form and substance to attached Agent, and Agent shall have received all information and copies of Resolutions all documents, including records of requisite corporate action and proceedings, which Agent may have requested in connection therewith, such documents where requested by Agent or its counsel to be certified by appropriate corporate officers or governmental authorities on the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bankdate hereof; (d) Bank shall have received the Deed receipt by Agent of Trust for Borrower’s Baltimorea true, Maryland real estate, duly executed by Borrower correct and complete copy of the waiver of the Term Loan Agent and Term Loan Lenders with respect to any “Event of Default” arising under the Term Loan Documents (as such term is defined in the form prescribed Term Loan Documents) prior to the date hereof as duly authorized, executed and delivered by BankTerm Loan Agent and each Term Loan Lender; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimorethe receipt by Agent of an original fully executed amendment to the letter agreement, Maryland real estate;dated October 29, 2002, by Borrowers and Guarantor in favor of Agent with respect to the delivery of certain post-closing items on the date hereof; and (f) Bank as of the date that all of the foregoing conditions precedent shall have received satisfactory evidence been satisfied, no Event of insurance as required by Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default shall exist or have occurred and be continuing on such date (after giving effect to the Deed provisions hereof); provided, that, the Effective Date shall not occur after the earlier of: (i) March 28, 2003 or (ii) the occurrence of Trust for Borrower’s Baltimore real estate; any of the events or actions described in Section 3(a)(i) through (giv) Bank hereof or (iii) the occurrence of any Event of Default (other than an Existing Default) or act, condition or event which with notice or passage of time or both would constitute an Event of Default shall exist or have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated herebyoccurred.

Conditions Precedent. Notwithstanding anything contained in this This Fourth Amendment to shall be effective as of the contrary, Bank shall have no obligation under this Fourth Amendment until each date first set forth above upon the satisfaction of the following conditions precedent have been fulfilled in a manner acceptable to the satisfaction of Bank: (a) Each of the conditions set forth in Section 6.2 of the Agreement Borrower shall have been satisfiedduly executed and delivered to Bank this Fourth Amendment; (b) Bank The Domestic Subsidiaries shall have received this duly executed and delivered to Bank the Consent of Domestic Subsidiaries to Fourth Amendment, duly executed, Amendment to Amended and Bank shall have received the Participant’s Consent Restated Loan Agreement and Reaffirmation of Loan Documents attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as shall have paid to attached copies of Resolutions of the Board of Directors of Borrower authorizing the executionBank all fees, delivery expenses, and performance of the Loan Documents, as amended, (B) certifying as complete and correct as other amounts owing to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof Bank required to Bank;be paid by Borrower; and (d) Bank Borrower shall have received caused there to be delivered to Bank an opinion of counsel to Borrower and the Deed Domestic Subsidiaries reasonably satisfactory to Bank to the effect that: (i) this Fourth Amendment has been duly authorized by all necessary action on the part of Trust for Borrower’s Baltimore, Maryland real estate, has been duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and constitutes a valid and binding agreement of Borrower shall have reimbursed Bank for all legal fees enforceable against Borrower in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and other expenses incurred by Bank in connection with this general principles of equity; and (ii) the Consent of Domestic Subsidiaries to Fourth Amendment to Amended and Restated Loan Agreement and Reaffirmation of Loan Documents attached hereto has been duly authorized by all necessary action on the transactions contemplated herebypart of each of the Domestic Subsidiaries, has been duly executed by each of the Domestic Subsidiaries, and constitutes a valid and binding agreement of each of the Domestic Subsidiaries enforceable against such Domestic Subsidiary in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment As a condition precedent to the contraryeffectiveness of this Loan Modification Agreement and the Bank’s obligation to make further Advances under the Revolving Line, Bank shall have no obligation under this Fourth Amendment until each of the following conditions precedent have been fulfilled to the satisfaction of Bank: (a) Each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied; (b) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached heretofollowing documents prior to or concurrently with this Loan Modification Agreement, each in form and substance satisfactory to the Bank: A. this Loan Modification Agreement duly executed on behalf of each Borrower and signed by Fifth Third Bank way of acknowledgement by Guarantor; B. copies, certified by a duly authorized officer of Borrower and Guarantor, to be true and complete as of the date hereof, of each of (Central Indianai) the governing documents of Borrower and Guarantor as in effect on the date hereof (but only to the extent modified since last delivered to the Bank), (ii) the resolutions of Borrower and Guarantor authorizing the execution and delivery of this Loan Modification Agreement, the other documents executed in connection herewith and Borrower’s and Guarantor’s respective performance of all of the transactions contemplated hereby (but only to the extent required since last delivered to Bank), and (iii) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be so authorized on behalf of Borrower and Guarantor (but only to the extent any signatories have changed since such incumbency certificate was last delivered to Bank); (c) A duly executed C. a good standing certificate of each Borrower and Guarantor, certified by the Secretary or any Assistant of State of the state of incorporation of each respective Borrower and Guarantor, together with a certificate of foreign qualification from the Secretary of State (or comparable governmental entity) of each state in which each Borrower and Guarantor is qualified to transact business as a foreign entity, if any, in each case dated as of a date no earlier than thirty (A30) certifying as days prior to attached copies of Resolutions of the Board of Directors of Borrower authorizing date hereof, in each case to the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed extent required by Bank; (e) Bank shall have received D. certified copies, dated as of a satisfactory clean title search for Borrower’s Baltimorerecent date, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees financing statement and other expenses incurred lien searches of each Borrower and Guarantor, as Bank may request and which shall be obtained by Bank Bank, accompanied by written evidence (including any UCC termination statements) that the Liens revealed in any such searched either (i) will be terminated prior to or in connection with this Fourth Amendment the Loan Modification Agreement, or (ii) in the sole discretion of Bank, will constitute Permitted Liens; E. evidence satisfactory to Bank that the insurance policies required under the Loan Agreement are in full force and the transactions contemplated herebyeffect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and F. such other documents as Bank may reasonably request.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment As conditions for the agreement of the Lender to the contraryRequest and for the effectiveness of Clause 4, Bank the Security Parties shall have no obligation under this Fourth Amendment until each deliver or cause to be delivered to or to the order of the Lender, the following conditions precedent have been fulfilled documents and evidence: 2.1.1 a certificate from a duly authorised officer of the relevant Borrower confirming that none of the documents delivered to the satisfaction Lender pursuant to paragraph 1.1 of Bank: (a) Each part 1 of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied; (b) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance Schedule 1 of the Loan DocumentsAgreement have been amended or modified in any way since the date of their delivery to the Lender, or copies, certified by a duly authorised officer of the relevant Borrower as amendedtrue, (B) certifying complete, accurate and neither amended nor revoked, of any which have been amended or modified; 2.1.2 a copy, certified by a director or the secretary of the relevant Borrower as true, complete and correct as to attached copies accurate and neither amended nor revoked, of a resolution of the Articles directors of Incorporation the relevant Borrower (together, where appropriate, with signed waivers of notice of any directors’ meetings) approving, and By-Laws of authorising or ratifying the execution of, this Amendment Agreement and every other document to be executed by the relevant Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof pursuant to Bankthis Amendment Agreement; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank2.1.3 evidence that a process agent has accepted its appointment pursuant to Clause 6; 2.1.4 a certificate of goodstanding in respect of the Borrower and Heidmar (eFar East) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estateTankers Pte. Ltd. which is dated no more than seven (7) days prior to the Effective Date; 2.1.5 confirmation from the Lender that all, fees, costs and expenses (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all including external legal fees and expenses) then due from the Borrower have been paid; and 2.1.6 such documentation and other expenses incurred evidence as is reasonably requested by Bank the Lender to comply with all necessary “know your customer” or similar identification procedures in connection with this Fourth Amendment and relation to the transactions contemplated herebyin the Finance Documents. All documents and evidence delivered to the Lender pursuant to this Clause 2 shall be in form and substance satisfactory to the Lender, or as the case may be, have been waived by the Lender and the Lender shall notify the Borrower promptly upon being so satisfied.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment to any provision herein the contrary, Bank this Amendment shall not become effective and no Lender shall have no obligation under this Fourth Amendment until any liability hereunder unless and until: (a) Borrower has paid to Agent, for the ratable benefit of Lenders, the amendment fee described in Section 4 hereof; (b) each of the following conditions precedent have been fulfilled to the satisfaction of Bank: (a) Each of the conditions set forth in Section 6.2 4.2 of the Credit Agreement shall have been be satisfied; (b) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); ; (c) A duly Borrower, Agent and Lenders have executed this Amendment; and (d) Borrower has delivered to Agent (i) a good standing certificate with respect to each Loan Party from the appropriate Governmental Authority of its State of incorporation and of each other State where such Loan Party is required to qualify; (ii) a certificate of the Secretary or any an Assistant Secretary of Borrower (A) certifying each Loan Party as to attached copies resolutions of Resolutions of the its Board of Directors of Borrower authorizing the its execution, delivery and performance of this Amendment and the other Loan DocumentsDocuments to be executed in connection herewith, as amendedeach in form and substance satisfactory to Agent and Lenders; (iii) a mortgage or deed of trust in favor of Agent, for the ratable benefit of itself and Lenders, in form and substance satisfactory to Agent and Lenders, granting to Agent, for its benefit and the ratable benefit of Lenders, a Liens on the property owned by Borrower and located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Perris, California 92571 (B“California Mortgage”); (iv) certifying as complete a commitment from a title insurer satisfactory to Agent and correct as Lenders to attached copies issue a policy of mortgagee’s title insurance, in an amount satisfactory to Agent and Lenders, with no exceptions for the absence of a survey of such property and otherwise on terms and conditions satisfactory to Agent and Lenders, insuring the Lien of the Articles of Incorporation California Mortgage; (v) evidence satisfactory to Agent and By-Laws of Borrower or certifying Lenders that such Articles of Incorporation or By-Laws have the property to be encumbered by the California Mortgage does not been amended lie in a flood hazard zone; (except as shownvi) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by with respect to such property in compliance with the Deed requirements of Trust for Borrower’s Baltimore real estate; Section 6.1.5 of the Credit Agreement and the California Mortgage, (gvii) Bank shall have received a $32,000 amendment/waiver fee opinion letters dated the Amendment Date from legal counsel to Borrower, addressed to Agent and Borrower shall have reimbursed Bank for all legal fees Lender, in form and substance satisfactory to Agent and Lenders and (viii) such other expenses incurred by Bank in connection with this Fourth Amendment documents, instruments and the transactions contemplated herebyagreements as Agent may reasonably request.

Conditions Precedent. Notwithstanding anything contained in The effectiveness of this Fourth Amendment is subject to the contrary, Bank shall have no obligation under this Fourth Amendment until satisfaction of each of the following conditions precedent have been fulfilled to the satisfaction of Bankprecedent: (a) Each No Default or Event of Default occurs or exists on the conditions set forth in Section 6.2 of the Agreement shall have been satisfieddate hereof; (b) Bank Agent shall have received a counterpart of this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, Amendment duly executed and delivered by Fifth Third Bank (Central Indiana)a duly authorized officer of FGI, each of the Borrowers and each Lender; (c) A duly executed All requisite entity action and proceedings in connection with this Amendment and the other Financing Agreements shall be reasonably satisfactory in form and substance to Agent, and Agent shall have received all information and copies of all documents, including records of requisite entity action and proceedings which Agent may have requested in connection therewith, such documents where reasonably requested by Agent or its counsel to be certified by appropriate entity officers or Governmental Authority (and including a copy of the certificate of incorporation of FGIOC certified by the Secretary of State (or any Assistant Secretary equivalent Governmental Authority) which shall set forth the same complete corporate name of Borrower (A) certifying FGIOC as to attached copies is set forth herein and such document as shall set forth the organizational identification number of Resolutions FGIOC, if one is issued in its jurisdiction of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bankincorporation); (d) Bank Agent shall have received received, in form and substance satisfactory to Agent, all consents, waivers, acknowledgments and other agreements from third persons which Agent may deem necessary or desirable in order to permit, protect and perfect its security interests in and Liens upon the Deed Collateral or to effectuate the provisions or purposes of Trust for Borrower’s Baltimorethis Amendment, Maryland real estatethe Loan Agreement and the other Financing Agreements, duly executed by Borrower in the form prescribed by Bankincluding, without limitation, Collateral Access Agreements; (e) Bank Agent shall have received evidence, in form and substance satisfactory to Agent, that Agent has a satisfactory clean title search valid perfected first priority security interest in all of the First Priority Collateral (and a perfected security interest in all other Collateral having the priority for Borrower’s Baltimore, Maryland real estatesuch Collateral required hereunder) in each case subject only to Permitted Liens permitted to have priority hereunder; (f) Bank Agent shall have received and reviewed Lien and judgment search results for the jurisdiction of organization of FGIOC, the jurisdiction of the chief executive office of FGIOC and all jurisdictions in which assets of FGIOC are located, which search results shall be in form and substance satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estateto Agent; (g) Bank Agent shall have received a $32,000 amendment/waiver fee from Borrower(i) an opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, and Borrower (ii) an opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., General Counsel of FGI, each in form and substance satisfactory to Agent; and (h) Agent shall have reimbursed Bank received, in form and substance reasonably satisfactory to Agent, (i) copies of the documentation providing for the assumption by FGIOC of the obligations of FGI under the Senior Notes, and (ii) copies of the documentation providing for the Capital Stock Transfer and evidence that all legal fees of the issued and other expenses incurred outstanding shares of Capital Stock of each Borrower and Guarantor held by Bank in connection with this Fourth Amendment FGI prior to the Capital Stock Transfer are directly and beneficially owned and held by FGIOC after giving effect to the transactions contemplated herebyCapital Stock Transfer.

Conditions Precedent. Notwithstanding anything contained in 6.1 The effectiveness of this Fourth Amendment First Amending Agreement is subject to and conditional upon the contrary, Bank shall have no obligation under this Fourth Amendment until each satisfaction of the following conditions precedent have been fulfilled and the delivery by the Bank to the satisfaction Borrower of Banka written notice that this First Amending Agreement is then effective: (a) Each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied; (b) Bank shall have received sufficient copies, in form and substance satisfactory to the Bank, of the following: (i) this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, First Amending Agreement duly executed by Fifth Third Bank (Central Indiana)all of the parties hereto; (cii) A duly copies (executed certificate or certified, as may be appropriate) of all legal documents or proceedings (corporate or otherwise) taken in connection with the execution and delivery of this First Amending Agreement and the other Loan Documents to the extent the Bank or its counsel may reasonably request; (iii) copies of the Borrower’s and each Guarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, or a satisfactory confirmation that there have been no changes to such documents since their last delivery to the Bank, certified in each instance by its Secretary or any Assistant Secretary of Borrower Secretary; (Aiv) certifying as to attached copies of Resolutions resolutions of the Board Borrower’s and each Guarantor’s board of Directors of Borrower directors (or similar governing body) authorizing the execution, delivery and performance of this First Amending Agreement and the other Loan DocumentsDocuments to which it is a party and the consummation of the transactions contemplated hereby and thereby, as amendedtogether with specimen signatures of the persons authorized to execute such documents on the Borrower’s and each Guarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (Bv) certifying as complete and correct as to attached copies of the Articles certificates of Incorporation good standing (or equivalent) for the Borrower and Byeach Guarantor from the office of the relevant Governmental Authority in its jurisdiction of incorporation or organization and of each jurisdiction in which it is qualified to do business as an extra-Laws provincial corporation or a foreign corporation or organization; (vi) lien search results against each Loan Party evidencing the absence of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (Liens thereon except as shownpermitted by Section 8.8 of the Existing Credit Agreement; (i) since confirmation that all conditions precedent for the previous amendment of the U.S. Credit Agreement have been met to the satisfaction of the Bank and its legal counsel; and (ii) such other documents as the Bank may reasonably request; (b) legal matters incident to the execution and delivery thereof of this First Amending Agreement and the other Loan Documents and to Bankthe transactions contemplated hereby shall be satisfactory to the Bank and its counsel; (c) after giving effect to Section 5 of this First Amending Agreement, no Default or Event of Default shall have occurred and be continuing; and (d) all fees payable in accordance with this First Amending Agreement (including without limitation payment to the Bank shall have received of the Deed Amendment Fee) on or before the date of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; this First Amending Agreement (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all including legal fees and other expenses incurred by of the Bank) shall have been paid to the Bank. 6.2 The conditions stated in Section 6.1 are inserted for the sole benefit of the Bank in connection with this Fourth Amendment and the transactions contemplated herebyconditions stated therein may only be waived by the Bank, in whole or in part, with or without terms or conditions.

Conditions Precedent. Notwithstanding anything contained in Prior to or concurrently with the execution of this Fourth Amendment Amendment, and as a condition to the contrary, Bank shall have no obligation under this Fourth Amendment until each of the following conditions precedent have been fulfilled Credit Parties to the satisfaction of Bankexecute this Amendment: (a) Each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied; (b) Bank The Administrative Agent shall have received this a certificate, dated the Fourth AmendmentAmendment Closing Date, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Borrower: (i) attaching a true and complete copy of the resolutions of its Board of Directors and of Borrower authorizing all other documents evidencing all necessary corporate action (in form and substance satisfactory to the Administrative Agent) taken to authorize the execution, delivery and performance of this Amendment and each of the other documents and instruments contemplated hereby; (ii) setting forth the incumbency of its officers who are authorized to and who sign this Amendment, including therein a signature specimen of such officers; and (iii) attaching a certificate of good standing of the Secretary of State of the jurisdiction of its formation. (b) The Credit Parties shall have received all fees and other amounts due and payable to the Credit Parties, and their respective Affiliates, under the Credit Agreement, the other Loan DocumentsDocuments or any separate letter agreement or other arrangement(s) among the Borrower and the Administrative Agent and Syndication Agent to the extent that such fees or other amounts are payable on or prior to the Fourth Amendment Closing Date, including, to the extent invoiced with reasonable detail, reimbursement or payment of the fees and disbursements of Special Counsel and all other out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (c) The Administrative Agent shall have received a waiver executed by the Borrower and NML under the Subordinated Note and Warrant Purchase Agreement, dated January 18, 2002, as amended, (B) certifying as complete between the Borrower and correct as NML in form and substance satisfactory to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank;Administrative Agent. (d) Bank No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein or by the other Loan Documents shall have received been issued by any Governmental Authority against the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank;Administrative Agent or any Lender. (e) Bank The Administrative Agent shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall all other information and documents which the Administrative Agent or its counsel may reasonably have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank requested in connection with this Fourth Amendment and the transactions contemplated herebyby this Amendment, such information and documents where appropriate to be certified by one of the Borrower’s officers or a Governmental Authority.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment The effectiveness of these Amendments and waiver is subject to the contraryconditions precedent that the Collateral Agent, Bank the Operating Agent and the Purchaser shall have no obligation under this Fourth Amendment until received each of the following conditions precedent have been fulfilled following, in form and substance satisfactory to the satisfaction of Bankeach such party: (a) Each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied; (b) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower each of the Seller and the Servicer, dated the date of these Amendments and certifying (Ai) certifying as to that attached copies thereto is a true and complete copy of Resolutions a resolution of the Board of Directors of Borrower the Seller or the Servicer, as the case may be, authorizing the execution, delivery and performance of these Amendments, and all other documents required or necessary to be delivered hereunder and that such resolution has not been modified, rescinded or amended and is in full force and effect and (ii) as to the Loan Documentsincumbency and specimen signature of each Person's officers executing these Amendments, and all other documents required or necessary to be delivered hereunder. (b) A certificate of an officer of each of the Seller and the Servicer, dated the date of these amendments, certifying that each of the representations and warranties made by the Seller and the Servicer in these Amendments is true and correct in all material respects as of the date hereof. (c) The opinion of counsel to the Seller, in form and substance reasonably satisfactory to the Purchaser, the Operating Agent and the Collateral Agent, as amendedto certain matters including, without limitation, (Bi) certifying as complete the valid existence and correct as to attached copies good standing of the Articles Seller and Servicer, (ii) the power and authority of Incorporation the Seller and By-Laws Servicer (or Originator, as the case may be) to execute the Amendments, (iii) the due authorization, execution and delivery of Borrower the Amendments by the Seller and Servicer (or certifying Originator, as the case may be), (iv) the enforceability of the Amendments against the Seller and Servicer (or Originator, as the case may be), and (v) that such Articles the execution and delivery of Incorporation the Amendments (x) does not conflict with the organizational documents of the Seller or By-Laws have Servicer and (y) does not been amended (except as shown) since violate or constitute a default under any material financing agreements of the previous delivery thereof to Bank;Seller or Servicer. (d) Bank shall have received An Officer's Certificate in form and substance satisfactory to the Deed Operating Agent to the effect that all of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower the representations and warranties in the form prescribed by Bank;Transfer Agreement and Purchase Agreement are true and correct in all material respects as of the date hereof after giving effect to this Amendment No. 6. (e) Bank The Seller shall have received a satisfactory clean title search for Borrower’s Baltimorepay the fees and expenses of the Purchaser incurred in connection with preparing these Amendments (including, Maryland real estate;without limitation, reasonable legal fees and expenses). (f) Bank shall have received satisfactory evidence Confirmation from the Rating Agencies that this Amendment No. 6 will not result in the qualification, withdrawal or downgrade of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and ratings assigned to the transactions contemplated herebyCommercial Paper.

Conditions Precedent. Notwithstanding anything contained in The effectiveness of this Fourth Amendment is subject to the contrary, Bank shall have no obligation under this Fourth Amendment until satisfaction of each of the following conditions precedent have been fulfilled to (such effective date, the satisfaction of Bank:“Incremental Amendment Effective Date”): (a) Each the Agent’s receipt of the conditions following, each properly executed by the signing party and in form and substance reasonably satisfactory to the Agent: (i) this Amendment, duly executed by each of the Borrowers, the Agent, the Swingline Bank, each Issuing Bank and the New Bank; (ii) solely to the extent requested by the New Bank, a Revolving Credit Note executed by the Borrowers in favor of the New Bank; (iii) an officer’s certificate of each Borrower certifying the names of the officers of such Borrower authorized to sign this Amendment, together with the true signatures of such officers and certified copies of (a) the resolutions of the board of directors or managers of such Borrower, or a resolution of the shareholder of a Borrower, as applicable, evidencing authorization of the transactions contemplated by this Amendment, and (b) the Organizational Documents of such Borrower (in the case of the German Borrower, the Agent shall have received copies of the commercial register excerpt (not older than fourteen (14) days) and current articles of association, and a copy of the resolution of the shareholders of the German Borrower approving the terms of, and the transactions contemplated by, this Amendment and resolving that it execute this Amendment); (iv) a good standing certificate for Nordson issued on or about the Incremental Amendment Effective Date by the Secretary of State of Ohio; (v) an opinion of counsel with respect to this Amendment and the Credit Agreement; and (vi) a Compliance Certificate from Nordson demonstrating that the Borrowers are in compliance with the financial covenants set forth in Section 6.2 5.04 of the Credit Agreement shall based on the financial statements for the most recently completed fiscal quarter for which financial statements of Nordson have been satisfieddelivered to the Agent under the Credit Agreement, both before and after giving effect on a pro forma basis to the incurrence of the Incremental Revolving Credit Facility Increase (and assuming that such Incremental Revolving Credit Facility Increase is fully drawn); (b) Bank no Default or Event of Default shall have received exist as of the Incremental Amendment Effective Date immediately prior to or after giving effect to this Fourth Amendment, duly executed, Amendment and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)Incremental Revolving Credit Facility Increase set forth herein; (c) A duly executed certificate all of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions representations and warranties set forth in Article VI of the Board of Directors of Borrower authorizing the executionCredit Agreement shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, delivery and performance in all respects) as of the Loan DocumentsIncremental Amendment Effective Date, or if such representation speaks as of an earlier date, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bankearlier date; (d) Bank the Borrowers shall have received paid or made satisfactory arrangements to pay all fees and expenses as separately agreed to in connection with this Amendment, including without limitation, all legal fees and expenses of the Deed Agent in connection with the preparation and negotiation of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank;this Amendment; and (e) each Borrower shall have executed and delivered to the Agent and directly to the New Bank, in each case to the extent requested, an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. For purposes of determining compliance with the conditions specified in this Section 4, each Bank, the Swingline Bank and each Issuing Bank that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such Bank, the Swingline Bank and such Issuing Bank unless the Agent shall have received a satisfactory clean title search for Borrower’s Baltimorenotice from such Bank, Maryland real estate; (f) the Swingline Bank shall have received satisfactory evidence of insurance as required by or such Issuing Bank prior to the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Incremental Amendment and the transactions contemplated herebyEffective Date specifying its objection thereto.

Conditions Precedent. Notwithstanding anything contained 3.1 Subject to Clause 3.2, the instructions and consents provided for in this Fourth Amendment to Clause 2 are conditional upon and shall not be effective unless and until the contrary, Bank shall have no obligation under this Fourth Amendment until each of Agent has received the following conditions precedent have been fulfilled in form and substance satisfactory to it: 3.1.1 on the satisfaction date of Bankthis Deed: (a) Each one (1) counterpart of this Deed duly executed by the conditions set forth in Section 6.2 of the Agreement shall have been satisfiedparties hereto; (b) Bank shall have received a written confirmation from the New Process Agent that it will act for each of the Borrower and the Guarantor as agent for service of process in England in respect of this Fourth Amendment, duly executed, Deed and Bank shall have received the Participant’s Consent attached documents to be executed pursuant hereto, duly executed by Fifth Third Bank (Central Indiana);; and (c) A the following corporate documents in respect of each of the Borrower and the Guarantor (together the “Relevant Parties”): (i) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by the respective Relevant Party of its obligations under this Deed or any document to be executed pursuant hereto or if no such consents are required a certificate from a duly executed appointed officer of the Relevant Party to this effect confirming that no such consents are required; (ii) a notarially attested secretary’s certificate of each of the Relevant Parties: (1) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) which do not prohibit the entering into of the transactions contemplated in this Deed; (2) giving the names of its present officers and directors; (3) setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant Party’s obligations under this Deed; (4) giving the legal owner of its shares and the number of such shares held; (5) attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the members or shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and the issue of any power of attorney to execute the same; and (6) containing a declaration of solvency as at the date of the certificate of the Secretary duly appointed officer of the Relevant Party; or any Assistant Secretary of Borrower (Aif applicable) certifying as that there has been no change to attached the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.1(c)(ii) and attaching copies of Resolutions resolutions passed at duly convened meetings of the Board of Directors of Borrower authorizing the executiondirectors and, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as if required by the Agent, the members or shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of Trust for Borrower’s Baltimore real estateany power of attorney to execute the same; and (iii) the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested; 3.1.2 evidence that the Effective Date (gas defined in the Tenth Supplement) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated hereby.has occurred;

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment (a) As conditions precedent to the contraryinitial Transaction, Bank Buyer shall have received on or before the Purchase Date of such initial Transaction the following, in form and substance satisfactory to Buyer and duly executed by each party thereto: (i) The Program Documents duly executed and delivered by the parties thereto and being in full force and effect, free of any modification, breach or waiver; (ii) Evidence that all other actions necessary or, in the opinion of Buyer, desirable to perfect and protect Buyer’s interest in the Purchased Assets and other Collateral have been taken, including, without limitation, duly executed and filed Uniform Commercial Code financing statements on Form UCC-1; (iii) A good standing certificate and certified copy of each Seller’s and the Guarantor’s consents or corporate resolutions, as applicable, approving the Program Documents and Transactions thereunder (either specifically or by general resolution), and all documents evidencing other necessary corporate action or governmental approvals as may be required in connection with the Program Documents; (iv) An incumbency certificate of the secretaries of each Seller and the Guarantor certifying the names, true signatures and titles of each Seller’s and the Guarantor’s representatives duly authorized to request Transactions hereunder and to execute the Program Documents and the other documents to be delivered thereunder; (v) An opinion of each Seller’s and the Guarantor’s counsel as to such matters as Buyer (including, without limitation, a corporate opinion, a New York law enforceability opinion, a security interest opinion, an investment company opinion and a “repurchase agreement” under federal bankruptcy law opinion), may reasonably request and in form and substance acceptable to Buyer; (vi) A copy of the Underwriting Standards certified by an officer of NMI; (vii) The Guaranty; (viii) All of the conditions precedent in the Guaranty shall have been satisfied; and (ix) Any other documents reasonably requested by Buyer. (b) The obligation of Buyer to enter into each Transaction (including the initial Transaction) pursuant to this Agreement is subject to the following conditions precedent: (i) Buyer or its designee shall have received the copies of items specified in clauses C through G below, with respect to the Purchased Assets by no obligation under this Fourth Amendment until later than 10:00 a.m., New York City time, three (3) Business Days prior to the requested Purchase Date, and Buyer shall have received originals (except where otherwise indicated) of each of the following conditions precedent have been fulfilled with respect to the satisfaction of BankPurchased Assets by no later than 3:00 p.m., New York City time, on such Purchase Date) in each case in form and substance satisfactory to Buyer and (if applicable) duly executed: (aA) Each of the conditions set forth in Transaction Notice and related Security Schedule delivered pursuant to Section 6.2 of the Agreement shall have been satisfied; (b) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana4(a); (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying the definitive certificate representing ownership of such Purchased Asset in the name of Buyer or, if such Purchased Asset is registered on DTC or similar depository, evidence satisfactory to Buyer that the records of DTC or such depository show the Buyer as complete the beneficial owner of such Purchased Asset, in each case with such other documents specified in, and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bankin accordance with, Section 3(g); (dC) Bank shall have received each Governing Agreement with respect to each Purchased Asset, each certified by the Deed related Seller as a true, correct and complete copy of Trust for Borrower’s Baltimorethe original, Maryland real estate, duly executed by Borrower in and all ancillary documents required to be delivered to the form prescribed by Bankcertificateholders under the Governing Agreements; (eD) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estatean executed copy of each related Call Rights Assignment and each related Call Rights Assignment Notice; (fE) Bank all Transfer Documents; (F) any other documents or instruments necessary in the reasonable opinion of Buyer to effect and perfect a legally valid transfer of the relevant interest granted therein to Buyer under this Agreement; (G) copies of all offering documents related to the transaction in which any related Securities were issued; (H) copies of any distribution statements delivered to securityholders prior to the related Purchase Date; and (I) such certificates, customary opinions of counsel or other documents as Buyer may reasonably request, provided that such opinions of counsel shall be in form and substance satisfactory to Buyer and its counsel. (ii) No Default, Event of Default or Event of Termination shall have occurred and be continuing. (iii) Buyer shall not have reasonably determined that a change in any requirement of law or in the interpretation or administration of any requirement of law applicable to Buyer has made it unlawful, and no Governmental Authority shall have asserted, that it is unlawful, for Buyer to enter into Transactions with a Pricing Rate based on LIBOR. (iv) All representations and warranties in the Program Documents shall be true and correct on the date of such Transaction. (v) The then aggregate outstanding Purchase Price for all Purchased Assets, when added to the Purchase Price for the requested Transaction, shall not exceed the Maximum Aggregate Purchase Price. (vi) No event or events shall have been reasonably determined by Buyer to have occurred and be continuing resulting in the effective absence of a whole loan or asset-backed securities market. (vii) If requested, Buyer shall have received satisfactory evidence information regarding the hedging strategy, arrangements and general policy of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate;Guarantor with respect to hedge instruments. (gviii) Bank Satisfaction of any conditions precedent to the initial Transaction as set forth in clause (a) of this Section 9 that were not satisfied prior to such initial Purchase Date. (ix) The Purchase Price for the requested Transaction shall not be less than $1,000,000. (x) Buyer shall have determined that all actions necessary or, in the opinion of Buyer, desirable to maintain Buyer’s perfected interest in the Purchased Assets and other Collateral have been taken, including, without limitation, duly executed and filed Uniform Commercial Code financing statements on Form UCC-I. (xi) Buyer shall not be obligated to enter into more than two Transactions per month (excluding any automatic renewal of any Transaction pursuant to Section 3(c)). (xii) Seller shall have paid to Buyer the Facility Fee Amount for such Transaction. (xiii) Buyer shall not have delivered a Notice of Termination to Sellers and Guarantor. (xiv) The Revolving Period shall not have expired. (xv) Buyer shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and any other expenses incurred documents reasonably requested by Bank in connection with this Fourth Amendment and the transactions contemplated herebyBuyer.

Conditions Precedent. Notwithstanding anything contained in The effectiveness of this Fourth Fifth Amendment to is conditioned upon the contrary, Bank shall have no obligation under this Fourth Amendment until due execution hereof by all of the Banks and upon the satisfaction by Borrower of each of the following conditions precedent have been fulfilled to the satisfaction of Bankon or before October 15, 1997: (a) Each of the conditions set forth in Section 6.2 of the Agreement Borrower shall have been satisfieddelivered or caused to be delivered to the Agent executed original counterparts of this Fifth Amendment and Exhibit "A" hereto, sufficient in number for distribution to the Agent, the Banks and Borrower; (b) Bank Borrower shall have received this Fourth Amendmentdelivered to the Agent executed original replacement Line A Notes and Line B Notes, duly executedfor each Bank, in the forms of Exhibit "B" and Bank Exhibit "C" hereto. Such replacement notes shall have received reflect the Participant’s Consent attached changes in the Line A and Line B Commitments reflected on Annex I hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate of Borrower shall have paid to the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of Agent the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bankextension fee described in Section 2 hereof; (d) Bank The Agent shall have received a certification from a Responsible Official of Borrower as to the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower matters set forth in the form prescribed by BankSection 3 hereof; (e) Bank The Agent shall have received from Borrower such documentation as may be required to establish the authority of Borrower to execute, deliver and perform any of the Loan Documents to which it is a satisfactory clean title search for Borrower’s BaltimoreParty, Maryland real estateincluding, without limitation, this Fifth Amendment and the replacement Line A Notes and Line B Notes. Such documentation shall include certified corporate resolutions, incumbency certificates, and such other certificates or documents as the Agent shall reasonably require; (f) Bank The Agent shall have received a written legal opinion of in-house counsel to Borrower and each Guarantor, in form and substance satisfactory evidence to the Agent, regarding the execution, delivery, performance and enforceability of insurance as required by this Fifth Amendment, the Deed of Trust for Borrower’s Baltimore real estateGuarantors' Consent hereto and the replacement Line A Notes and Line B Notes; (g) Bank The Agent shall have received a $32,000 amendment/waiver fee written certification from Borrower, a Responsible Official of Borrower that Borrower and Borrower its Subsidiaries are in compliance with all the terms and provisions of the Loan Documents and after giving effect to this Fifth Amendment no Default or Event of Default shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated hereby.be continuing;

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment to The effectiveness of the contrary, Bank shall have no obligation under this Fourth Amendment until each proposed modification of the Loan Documents set forth herein is conditioned upon the Administrative Agent’s receipt of the following conditions precedent have been fulfilled documents, materials, confirmations and/or payments, each of which shall be in a form and substance satisfactory to the satisfaction of BankAdministrative Agent: (a) Each two (2) duly executed original counterparts from Borrower, Guarantor, each Pledgor, each Lender, and Administrative Agent of the conditions set forth in Section 6.2 of the Agreement shall have been satisfiedthis Modification (together with all required acknowledgements by such parties); (b) Bank shall have received payment by Borrower of (i) a work fee to Administrative Agent for the account of each Lender in an amount equal to 5 basis points multiplied by the total Commitment of each respective Lender; (ii) all outstanding fees and expenses of the Administrative Agent and the Administrative Agent’s counsel incurred in connection with the preparation, review, execution and delivery of this Fourth AmendmentModification, duly executedthe documents executed in connection herewith, all other amendments, restatements, supplements or negotiations related to the Loan Documents or the Loans; and Bank shall have received (iii) all other fees, expenses or other amounts payable by Borrower related to the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)Credit Agreement and/or the Loan Documents which are due and payable on the date hereof pursuant to the terms of any Loan Document; (c) A duly executed a certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions “no change” from each of the Board of Directors of Borrower authorizing the executionBorrower, delivery Guarantor, and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or each Pledgor certifying that such Articles entity’s: (i) certificate of Incorporation or By-Laws existence/good standing; and (ii) organizational documents have not been amended (except as shown) since the previous delivery thereof to Bankdate of the closing of the Credit Agreement; (d) Bank shall have received a current Certificate of Existence/Good Standing for each of the Deed Borrower, Guarantor, and each Pledgor issued by the jurisdiction in which such entity is organized and, with respect to the Borrower, a certified copy of Trust a currently-effective authorization to transact business in each applicable state in which such authorization is required for Borrower’s Baltimore, Maryland real estate, duly executed the ownership and operation of the properties secured by Borrower in the form prescribed by BankSecurity Instrument; (e) Bank shall have received a satisfactory clean title search for resolutions from each of the Borrower’s Baltimore, Maryland real estatethe Guarantor, and each Pledgor authorizing and approving the modification of the Loan Documents and the other matters set forth herein; (f) Bank shall have received satisfactory evidence a legal opinion from counsel to the Borrower, Guarantor, and each Pledgor opining to the due authorization, execution, and effectiveness of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate;this Modification; and (g) Bank such other and further items, information or materials as the Administrative Agent shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated herebyreasonably require.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment 5.1 Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any Letters of Credit unless (A) such initial Loans are made not later than November [______], 2002; and (B) the Borrower has furnished to the contrary, Bank shall have no obligation under this Fourth Amendment until Administrative Agent each of the following following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders in their sole and absolute discretion: (i) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the “Loan Parties”), together with all amendments and a certificate of good standing, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of organization; (ii) Copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties of their respective by-laws or operating agreement and of their respective Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents entered into by it; (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party authorized to sign the Loan Documents entered into by it and, of the Borrower to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (iv) A certificate, in form and substance satisfactory to the Administrative Agent and the Arranger, signed by the Chief Financial Officer of the Borrower, certifying that on the Closing Date (a) all the representations in this Agreement are true and correct in all material respects (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true and correct as of such date), (b) no Default or Unmatured Default has occurred and is continuing, and (c) since September 30, 2001 no material adverse change in the business, financial condition, operations or results of operations of the Borrower, any Guarantor, the Borrower and its Subsidiaries, in each case taken as a whole, or the assets acquired pursuant to the terms of the Asset Purchase Agreement shall have occurred; (v) The written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, the Arranger and the Lenders, in substantially the form attached hereto as Exhibit E; (vi) A copy of (a) an opinion of Duff & P▇▇▇▇▇, LLC, including to the effect that (1) the consideration to be paid by the ESOT for the “Shares” under (and as defined in) the ESOT Stock Purchase Agreement is not in excess of “adequate consideration,” within the meaning of Section 3(18) of ERISA and (2) the transactions contemplated in connection with the ESOT Transaction Documents are fair to the ESOT from a financial point of view, which opinion shall be in full force and effect and not withdrawn as of the Closing Date, and (b) the stock repurchase liability forecasts and stock and cash allocations in respect of the ESOP prepared by Benefits Consulting, Inc.; (vii) Evidence satisfactory to the Administrative Agent and the Arranger that (a) all conditions precedent to the consummation of the IITRI Acquisition and the ESOT Transaction have been fulfilled satisfied or waived with the approval of the Administrative Agent and the Arranger (which approval shall not be unreasonably withheld), (b) the IITRI Acquisition and the ESOT Transaction have been approved by all necessary action of the Borrower’s Board of Directors and shareholders and of the ESOT Trustee, and the ESOP Plan Documents (including all amendments, waivers and other modifications thereto as of the Closing Date) are reasonably acceptable to the Administrative Agent and the Arranger, (c) the IITRI Acquisition has been approved by the members of IITRI, (d) the representations and warranties in the Asset Purchase Agreement and the ESOT Transaction Documents shall be accurate in all material respects as of the Closing Date, and (e) the ESOT shall own not less than one hundred percent (100%) of the Capital Stock of the Borrower as of the Closing Date; and the Administrative Agent, the Arranger and the Lenders shall have received an opinion of counsel satisfactory to them as to the enforceability of the Asset Purchase Agreement and the ESOT Transaction Documents and the Borrower’s, the ESOT Trustee’s and the ESOT’s compliance with law in respect thereof; (viii) Evidence reasonably satisfactory to the Administrative Agent that the Borrower shall have (x) issued Senior Subordinated Notes to IITRI pursuant to the Securities Purchase Agreements in partial satisfaction of Bank:the “Purchase Price” under (and as defined in) the Asset Purchase Agreement in an aggregate amount not to exceed $[______], (y) issued Junior Subordinated Notes to IITRI in partial satisfaction of the “Purchase Price” under (and as defined in) the Asset Purchase Agreement in an amount not to exceed $39,900,000 plus the amount of any adjustments under the Asset Purchase Agreement, and (z) received not less than $30,000,000 in proceeds from the issuance of Capital Stock to the ESOT, which amount is received by the ESOT from the rollover pension and tax-sheltered annuity plans of employees of IITRI as of the Closing Date, on the terms and conditions set forth in the ESOT Transaction Documents; (ix) Evidence satisfactory to the Administrative Agent, including, without limitation, opinion letters from the ESOT Trustee’s counsel addressed to the Administrative Agent and the Lenders, to the effect that (a) the ESOT has been duly organized and is a validly existing trust and has all the requisite powers and authority to execute and deliver the Transaction Documents and the ESOP Plan Documents which have been or are to be executed by it and to perform its obligations under and the transactions contemplated by the Transaction Documents and the ESOP Plan Documents, (b) the execution and delivery by the ESOT of the Transaction Documents and the ESOP Plan Documents have been duly authorized and completed by all necessary actions of it and such executions and deliveries and the performance by it of its obligations under and the transactions contemplated by the Transaction Documents and the ESOP Plan Documents do not contravene any provision of law and the Transaction Documents and the ESOP Plan Documents which have been or are to be executed by it are legal, valid and binding obligations of it enforceable against it in accordance with the terms thereof, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, or moratorium or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles other than general equitable principles as may be applicable to any prohibited transactions described in Section 406 of ERISA or Section 4975 of the Code; (c) the ESOT Transaction does not constitute, nor will it constitute a prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code, (d) the ESOP is qualified under Section 401(a) of the Code, (e) the ESOP is an employee stock ownership plan as defined in Section 4975(e)(7) of the Code, and (f) neither the Borrower nor any of its Subsidiaries shall be subject to the tax imposed by Section 4978 of the Code with respect to any “disposition” by the ESOT of any Capital Stock of the Borrower occurring as a result of the ESOT Transaction; (x) Evidence reasonably satisfactory to the Administrative Agent (which satisfaction may come through the opinions referenced in other clauses of this Section 5.1(B)) that as of the Closing Date and effective for the tax year ending September 30 2002, the Borrower shall be an “S corporation” as such term is defined in Section 1361 of the Code and the ESOT shall not be subject to tax imposed under the Code with respect to any item of income or loss of the Borrower or any Subsidiary of the Borrower; (xi) Copies of the Asset Purchase Agreement, the ESOP Plan Documents and the ESOT Transaction Documents that will be in effect on and after the date of this Agreement all in form and substance satisfactory to the Administrative Agent and their counsel in their reasonable discretion, and which documents and agreements shall be in material compliance with ERISA and any applicable rules and regulations of the United States Treasury Department; (xii) Evidence reasonably satisfactory to the Administrative Agent that all necessary governmental and third party approvals and consents, if any, related to the Asset Purchase Agreement and the ESOT Transaction have been obtained and all related filings made and any applicable waiting periods shall have expired or been terminated; (xiii) Evidence reasonably satisfactory to the Administrative Agent and the Arranger that there exists no injunction or temporary restraining order which, in the reasonable judgment of the Administrative Agent and the Arranger, would prohibit the making of the Loans or the consummation of the IITRI Acquisition or the ESOT Transaction and the other transactions contemplated by the Transaction Documents and the ESOP Plan Documents or any litigation seeking such an injunction or restraining order or which could reasonably be expected to result in a Material Adverse Effect; (xiv) The ESOP Plan Documents together with the Borrower’s most recently filed information return Form 5500 Series and all schedules and attachments thereto (if available) for the ESOP, the ESOT Transaction Documents and such other documents as the Administrative Agent shall reasonably require in connection therewith, all in form and substance satisfactory to the Administrative Agent in its reasonable discretion; (xv) A field examination conducted by the Administrative Agent’s internal auditors (or similar outside auditors), including satisfactory reviews of Receivables, contracts, contract collection and reimbursement provisions, and pension and tax-sheltered annuity add-backs, satisfactory to the Administrative Agent and the Lenders; (xvi) Evidence reasonably satisfactory to the Administrative Agent that there exists no action, suit, investigation, litigation, or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that in Administrative Agent’s reasonable judgment could reasonably be expected to have a Material Adverse Effect; (xvii) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit F to this Agreement; (a) Each The audited financial statements of IITRI and its consolidated Subsidiaries for the 12-month period ending as of September 30, 2001, (b) the unaudited quarterly financial statements of IITRI and its consolidated Subsidiaries for the fiscal quarter ending as of [September 30, 2002] certified by the chief financial officer of the conditions Borrower, (c) the audited financial statements of the business and assets of IITRI to be acquired by the Borrower pursuant to the Asset Purchase Agreement for the 12-month period ending as of September 30, 2001, (d) the unaudited quarterly financial statements of the business and assets of IITRI to be acquired by the Borrower pursuant to the Asset Purchase Agreement for the fiscal quarter ending as of [September 30, 2002] certified by the chief financial officer of the Borrower, and (e) the pro forma opening consolidated financial statements of the Borrower and its Subsidiaries, based on the [September 30, 2002] financial statements described in clause (d) above after giving effect to the transactions contemplated by the Transaction Documents, which financial statements shall demonstrate, in the reasonable judgement of the Administrative Agent and the Arranger, together with all other information then available to the Administrative Agent and the Arranger, the ability of the Borrower and its Subsidiaries to repay their debts and satisfy their respective other obligations as and when due, and to comply with the financial covenants set forth in Section 6.2 of 7.4 hereof, and such financial statements shall not be materially inconsistent with the Agreement shall have been satisfiedpro forma projections delivered by the Borrower to the Administrative Agent and the Arranger on [______, 2002]; (bxix) Bank shall have received this Fourth AmendmentEvidence reasonably satisfactory to the Administrative Agent and the Arranger of the payment of all principal, duly executedinterest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and Bank shall have received the Participant’s Consent agreement to release all Liens and the termination of the applicable agreements relating thereto, in each case taking effect concurrently with the effectiveness of this Agreement and the consummation of the IITRI Acquisition and the ESOT Transaction; (xx) An initial executed Borrowing Base Certificate dated as of the Closing Date, reflecting the calculation of the Borrowing Base as of [November 1, 2002], together with an initial compliance certificate, substantially in the form of Exhibit H attached hereto, duly executed signed by Fifth Third Bank an Authorized Officer, setting forth calculations for the period ending [______, 2002]3 for (Central Indiana)a) the Senior Leverage Ratio, which Senior Leverage Ratio shall be not more than 2.50 to 1.00 and (b) EBITDAE attributable to the business and assets of IITRI acquired by the Borrower pursuant to the Asset Purchase Agreement, but exclusive of non-recurring costs and expenses associated with this Agreement, the ESOT Transaction Documents and the Asset Acquisition Agreement, which EBITDAE shall be not less than $17,000,000; (cxxi) A duly executed certificate financial condition certificate, together with appropriate supporting factual information, in form and substance reasonably satisfactory to it from the Chief Financial Officer of the Secretary Borrower supporting the conclusions that after giving effect to the ESOT Transaction, the Borrower and its Subsidiaries on a consolidated basis are Solvent and will be Solvent subsequent to incurring the Indebtedness contemplated under the Transaction Documents, would reasonably be expected to be able to pay its debts and liabilities as they become due and will not be left with unreasonably small capital with which to engage in its business; (xxii) Evidence satisfactory to the Administrative Agent and the Arranger that the Borrower has paid to the Administrative Agent and the Arranger the fees agreed to in the fee letter dated May 23, 2002, between the Administrative Agent and the Borrower. 5.2 Each Advance and Letter of Credit. The Lenders shall not be required to make any Advance, or convert or continue any Assistant Secretary Advance, or issue any Letter of Borrower Credit and no Swing Line Bank shall be required to make any Swing Line Loans hereunder, unless on the applicable Borrowing Date, or in the case of a Letter of Credit, the date on which the Letter of Credit is to be issued: (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower No Defaults. There exists no Default or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to BankUnmatured Default; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated hereby.

Conditions Precedent. Notwithstanding anything contained in this Fourth This Amendment to shall only be effective upon the contrary, Bank shall have no obligation under this Fourth Amendment until satisfaction or waiver by the Administrative Agent and the Lenders of each of the following conditions precedent have been fulfilled to (the date of such satisfaction of Bank:or waiver, the “First Amendment Effective Date”): (a) Each the Administrative Agent shall have received (unless otherwise specified) each of the conditions set forth following documents or instruments each of which shall be originals, facsimiles or other electronic transmission (in Section 6.2 the case of facsimiles or other electronic transmission followed promptly by originals) unless otherwise specified, in form and substance reasonably acceptable to the Administrative Agent: (i) this Amendment, duly executed and delivered by the Loan Parties, the Administrative Agent and each Lender; (ii) that certain Confirmation, Ratification and Acknowledgement of Ancillary Loan Documents, dated as of the Agreement shall have been satisfieddate hereof, duly executed and delivered by the Loan Parties and the Administrative Agent; (iii) that certain Sixth Amendment to Credit Agreement, dated as of the date hereof, duly executed and delivered by the Loan Parties, the First Lien Agent and the lenders under the First Lien Credit Agreement; (iv) that certain Mutual Consent and Agreement, dated as of the date hereof, by and among the First Lien Agent, the Administrative Agent and the Lenders, and acknowledged and agreed to by the Loan Parties; (v) that certain letter agreement relating to Specified Events, dated as of the date hereof, by and among the Borrower and the Administrative Agent; (vi) results of (i) searches of the UCC filings (or equivalent filings) and (ii) judgment, tax, and bankruptcy lien searches, made with respect to the Loan Parties in, with respect to searches in respect of clause (i), the states or other jurisdictions of organization of such Persons and, with respect to searches in respect of clause (ii), such other locations as are satisfactory to the Administrative Agent, together with copies of the financing statements (or, in the case of clause (ii), similar documents) disclosed by such searches; (vii) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents; (viii) that certain Engagement Letter, dated as of August 26, 2022, duly executed and delivered by the Loan Parties and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc., reflecting compliance with the requirements of Section 6.23(a) of the Amended Credit Agreement; (ix) a certificate from a Responsible Officer of each Loan Party, in form and substance reasonably satisfactory to the Administrative Agent and dated as of the First Amendment Effective Date, certifying as being true, correct and complete, copies attached thereto (certified by a governmental official, where applicable) of: (w) good standings in such entities’ jurisdiction of organization and primary place of business/chief executive office, (x) current, certified charters or certificates of formation and bylaws, limited liability company agreements or other applicable organizational documents, (y) resolutions or other corporate action with respect to this Amendment and the transactions contemplated hereby (the “First Amendment Transactions”) and (z) incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; (x) a certificate from the chief financial officer of the Borrower certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to this Amendment and the First Amendment Transactions, are Solvent; (b) Bank the Borrower shall have received this Fourth Amendmentpaid to the Administrative Agent, duly executedratably for the account of each Lender that has executed and delivered a counterpart hereof, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)a non-refundable amendment fee equal to $50,000; (c) A duly executed certificate the Borrower shall have paid all invoiced and accrued fees and reasonable and documented expenses of the Secretary or any Assistant Secretary Administrative Agent, the Collateral Agent and their designated affiliates and each Lender in respect of Borrower this Amendment (Aincluding but not limited to (i) certifying as to attached copies the reasonable and documented fees and expenses of Resolutions counsel for the Administrative Agent and each Lender in respect of this Amendment and (ii) the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (Bfees described in Section 2(b) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bankabove); (d) Bank the Borrower shall have received paid to the Deed Administrative Agent, the Collateral Agent and the Lenders all fees and expenses due and payable on or before the First Amendment Effective Date (including but not limited to those fees described in Section 2(b) above and all expenses in connection with this Amendment required to be reimbursed in accordance with Section 10.04 of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by BankAmended Credit Agreement); (e) Bank no order, injunction or judgment shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estatebeen entered prohibiting the closing of this Amendment; (f) Bank no Default or Event of Default shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate;occurred or be continuing; and (g) Bank all representations and warranties contained in this Amendment (including those made in Section 3 hereof) are true and correct on and as of the First Amendment Effective Date. For purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received a $32,000 amendment/waiver fee written notice from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth such Lender prior to the proposed First Amendment and the transactions contemplated herebyEffective Date specifying its objection thereto.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment to the contrary, Bank shall have no obligation under this Fourth Amendment until each of the following conditions precedent have been fulfilled to the satisfaction of Bank: (a) Each As conditions precedent to the initial Transaction, the Buyer shall have received on or before the day of such initial Transaction the following, in form and substance satisfactory to the Buyer and duly executed by each party thereto (as applicable): (i) The Program Documents (other than the Electronic Tracking Agreement) duly executed and delivered by the parties thereto and being in full force and effect, free of any modification, breach or waiver; (ii) A certified copy of each Seller’s and the Guarantor’s consents or corporate resolutions, as applicable, approving the Program Documents and Transactions thereunder (either specifically or by general resolution), and all documents evidencing other necessary corporate action or governmental approvals as may be required in connection with the Program Documents; (iii) An incumbency certificate of the conditions secretaries of each Seller and the Guarantor certifying the names, true signatures and titles of each Seller’s and the Guarantor’s representatives duly authorized to request Transactions hereunder and to execute the Program Documents and the other documents to be delivered thereunder; (iv) An opinion of each Seller’s and the Guarantor’s counsel as to such matters as the Buyer may reasonably request (including, without limitation, enforceability, non-contravention, and perfection opinions) each in form and substance acceptable to the Buyer; (v) A copy of the current Underwriting Guidelines certified by an officer of each Seller; (vi) The payment in respect of the legal fees as set forth in Section 6.2 the Pricing Side Letter; (vii) Evidence that all other actions necessary or, in the opinion of the Agreement Buyer, desirable to perfect and protect the Buyer’s interest in the Purchased Assets and other Purchased Items have been taken, including, without limitation, duly executed and filed Uniform Commercial Code financing statements on Form UCC-1; (viii) The Buyer shall have been satisfiedcompleted the due diligence review pursuant to Section 38, and such review shall be satisfactory to the Buyer in its sole discretion; (ix) The Buyer’s internal credit committee shall have approved the Program Documents and Transactions thereunder (either specifically or by general resolution); (x) Any other documents reasonably requested by the Buyer; and (xi) Evidence of the establishment of the Collection Account. (b) Bank The obligation of the Buyer to enter into each Transaction pursuant to this Agreement is subject to the following conditions precedent: (i) The Buyer or its designee shall have received on or before the day of a Transaction with respect to such Purchased Assets (unless otherwise specified in this Fourth AmendmentAgreement) the following, in form and substance satisfactory to the Buyer and (if applicable) duly executed: (A) The Transaction Notice, Asset Schedule and if such Asset is a Mortgage Loan, a Mortgage Loan Transmission with respect to such Purchased Assets, delivered pursuant to Section 3(a); (B) The Trust Receipt with respect to such Purchased Assets, with the Asset Schedule attached; (C) Such certificates, customary opinions of counsel or other documents as the Buyer may reasonably request, provided that such opinions of counsel shall not be required routinely in connection with each Transaction but shall only be required from time to time as deemed necessary by the Buyer in its commercially reasonable judgment; and (D) A copy of the Underwriting Guidelines to the extent such guidelines have been amended; (ii) No Default or Event of Default shall have occurred and be continuing; (iii) The Buyer shall not have determined that the introduction of or a change in any requirement of law or in the interpretation or administration of any requirement of law applicable to the Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for the Buyer to enter into Transactions with a Pricing Rate based on LIBOR; (iv) All representations and warranties in the Program Documents shall be true and correct on the date of such Transaction and each Seller and the Guarantor are in compliance with the terms and conditions of the Program Documents; (v) The then aggregate outstanding Purchase Price for all Purchased Assets, when added to the Purchase Price for the requested Transaction, shall not exceed the Maximum Aggregate Purchase Price; (vi) Satisfaction of any conditions precedent to the initial Transaction as set forth in clause (a) of this Section 10 that were not satisfied prior to such initial Purchase Date; (vii) The Buyer shall have determined that all actions necessary or, in the opinion of the Buyer, desirable to maintain the Buyer’s perfected interest in the Purchased Assets and other Purchased Items have been taken, including, without limitation, duly executed, executed and Bank filed Uniform Commercial Code financing statements on Form UCC-1; (viii) Each Seller shall have paid to the Buyer all fees and expenses owed to the Buyer in accordance with this Agreement; (ix) The Buyer or its designee shall have received any other documents reasonably requested by the Buyer; (x) The Buyer shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)Custodian Loan Transmission from the Custodian pursuant to Section 3(a) of the Custodial Agreement; (cxi) A duly executed certificate of There shall be no Market Value Deficit at the Secretary or any Assistant Secretary of Borrower (A) certifying as time immediately prior to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bankentering into a new Transaction; (dxii) Bank No event or events shall have received been reasonably determined by the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower Buyer to have occurred and to be continuing resulting in the form prescribed by Bankeffective absence of a “repo market” respecting loans or mortgage-backed or asset-backed securities such that the Buyer is or was unable to finance or fund purchases under this Agreement through the “repo market” or the Buyer’s customers; (exiii) Bank Each secured party (including any party that has a precautionary security interest in a Purchased Asset) shall have received a satisfactory clean released all of its right, title search for Borrowerand interest in, to and under such Purchased Asset (including, without limitation, any security interest that such secured party or secured party’s Baltimoreagent may have by virtue of its possession, Maryland real estatecustody or control thereof) and has filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Purchased Asset, and each such release and Uniform Commercial Code termination statement has been delivered to the Buyer prior to each Transaction and to the Custodian as part of the Asset File; (fxiv) Bank If at any time a Seller shall become a member of MERS, the parties shall have received satisfactory evidence of insurance as required by entered into the Deed of Trust for Borrower’s Baltimore real estateElectronic Tracking Agreement prior to the next succeeding Transaction; (gxv) Bank With respect to any Transaction related to a Wet Loan, the related Seller shall have received sent the Buyer a $32,000 amendment/waiver fee from Borrowernotice identifying the Settlement Agent; and (xvi) With respect to each Eligible REO Interest, and Borrower the related Seller shall have reimbursed Bank delivered, or caused to be delivered, to the Custodian for all legal fees and other expenses incurred by Bank recordation in connection with this Fourth Amendment and the transactions contemplated herebyappropriate governmental recording office of the jurisdiction where the related REO Property is located, the original executed deed (in recordable form) to such REO Property, naming the related REO Subsidiary as the grantee.

Conditions Precedent. Notwithstanding anything contained in The effectiveness of this Fourth First Amendment to is conditioned upon the contrary, Bank shall have no obligation under this Fourth Amendment until satisfaction by Borrower of each of the following conditions precedent have been fulfilled to the satisfaction of Bankon or before March 5, 1999: (a) Each of the conditions set forth in Section 6.2 of the Agreement Borrower shall have been satisfieddelivered or caused to be delivered to the Agent fully executed original counterparts of this First Amendment and EXHIBIT A hereto, sufficient in number for distribution to the Agent, the Banks and Borrower; (b) Bank Borrower shall have received this Fourth Amendmentdelivered to the Agent executed original replacement Line A Notes and Line B Notes, duly executedfor each Bank whose Line A or Line B Commitment is changed, in the forms of EXHIBIT B and EXHIBIT C hereto. Such replacement notes shall reflect the increase in the Line A Commitment herein as well as the alteration of the Pro Rata Share of each Bank shall have received the Participant’s Consent attached reflected on ANNEX I hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate of Borrower shall have paid the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bankfees required in Section 2 hereof; (d) Bank The Agent shall have received from Borrower such documentation as may be required to establish the Deed authority of Trust for Borrower’s BaltimoreBorrower to execute, Maryland real estatedeliver and perform any of the Loan Documents to which it is a Party, duly executed by Borrower in including, without limitation, this First Amendment and the form prescribed by Bankreplacement Line A Notes and Line B Notes. Such documentation shall include certified corporate resolutions, incumbency certificates, and such other certificates or documents as the Agent shall reasonably require; (e) Bank The Agent shall have received a written legal opinion of counsel(s) to Borrower and each Guarantor, in form and substance satisfactory clean title search for Borrower’s Baltimoreto the Agent, Maryland real estateregarding the execution, delivery, performance and enforceability of this First Amendment, the Guarantors' Consent hereto and the replacement Line A Notes and Line B Notes; (f) Bank The Agent shall have received satisfactory evidence a written certification from a Responsible Official of insurance as required Borrower that Borrower and its Subsidiaries are in compliance with all the terms and provisions of the Loan Documents and after giving effect to this First Amendment no Default or Event of Default shall be continuing; and the satisfaction by the Deed Banks of Trust for Borrower’s Baltimore real estate;the following condition: (g) Bank The applicable Banks shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank made the Adjusting Purchase Payments as specified in connection with this Fourth Amendment and the transactions contemplated herebySection 3 hereof.

Conditions Precedent. Notwithstanding anything The amendments contained in this Fourth Amendment to the contrary, Bank herein shall have no obligation under this Fourth Amendment until only be effective upon satisfaction of each of the following conditions precedent precedent: Agent shall have been fulfilled received each of the following, each of which shall be originals, telecopies or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party or the Lenders, as applicable, each dated the Amendment No. 1 Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment No. 1 Effective Date) and each in form and substance satisfactory to Agent (collectively, the satisfaction of Bank:“Amendment No. 1 Documents”): (a) Each of this Amendment No. 1, duly authorized, executed and delivered by the conditions set forth in Section 6.2 of the Agreement shall have been satisfied; Loan Parties, Agent and each Lender; (b) Bank shall have received this Fourth Amendmentthe Amendment No. 1 Fee Letter, duly executedauthorized, executed and Bank shall have received delivered by the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); Lead Borrower and Agent; (c) A an ABL Note or FILO Note, as applicable, duly authorized, executed certificate and delivered by Borrowers in favor of each Lender requesting such a Note; (d) the Joinder Agreement, duly authorized, executed and delivered by Chico’s Retail Operations, Inc. and Agent, and each other document expressly required to be delivered in accordance with the terms thereof; (e) the Amended and Restated Security Agreement, duly authorized, executed and delivered by the Loan Parties and Agent; (f) the Intellectual Property Security Agreement, duly authorized, executed and delivered by the applicable Loan Parties and Agent; (g) the Mortgages, duly authorized, executed and delivered by the applicable Loan Party with respect to each parcel of Eligible Real Estate; (h) an appraisal of each of the Secretary or any Assistant Secretary properties described in the Mortgages complying with the requirements of Borrower FIRREA by a third party appraiser acceptable to the Agent and otherwise in form and substance satisfactory to the Agent; (Ai) certifying as flood certificates with respect to attached copies of Resolutions each of the Board of Directors of Borrower authorizing properties described in the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or Mortgages certifying that such Articles of Incorporation properties are not in a flood zone or By-Laws have not been amended (except if in a flood zone, the Agent shall be named as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated hereby.-3-

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment Except as otherwise noted, as a condition to the contraryeffectiveness of this Amendment, Bank shall have no obligation under this Fourth Amendment until each of the following conditions precedent have been fulfilled to the satisfaction of Bankcondition(s) shall be satisfied: (a) Each Execution and delivery to the Lenders of the conditions set forth in Section 6.2 Second Amended and Restated Credit Notes, each dated as of the Agreement shall have been satisfieddate of this Amendment, in the form attached hereto as Exhibits A-1 and A-2; (b) Bank shall have received this Fourth Amendment, duly executed, Execution and Bank shall have received delivery to Agent of a Security Agreement by the Participant’s Consent Domestic Subsidiaries in the form attached hereto, duly executed by Fifth Third Bank (Central Indiana)hereto as Exhibit E; (c) A Execution and delivery to Agent of a Reaffirmation Agreement by the Guarantors and the Subsidiaries in the form attached hereto as Exhibit F; (d) Execution and delivery to Agent of the duly executed Securities Pledge Agreement and Control Agreements; (e) Delivery to Agent of either (i) a certificate of the Secretary or any Assistant Secretary of Borrower (as to which Certificate there shall be no personal, as opposed to corporate, liability) which will (A) certifying as certify the names of the officers of Borrower authorized to attached sign this Amendment and any other documents or certificates to be delivered pursuant to this Amendment by Borrower or any of its officers together with the true signatures of such officers and (B) contain copies of Resolutions the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, Borrower's obligations under Amendment or (Bii) certifying as complete and correct as an opinion of counsel to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a and substance reasonably satisfactory clean title search for Borrower’s Baltimore, Maryland real estate;to Agent and its counsel; and (f) Bank shall have received satisfactory evidence Payment to the Agent, for the ratable benefit of insurance as required by the Deed Lenders, of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a modification fee in the aggregate amount of $32,000 amendment/waiver fee from Borrower40,000, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with payable on the date of this Fourth Amendment and the transactions contemplated herebyAmendment.

Conditions Precedent. Notwithstanding anything contained The obligation of the Castlelake Representative to release funds in this Fourth Amendment the Disbursement Account to the contraryBorrower in accordance with Section 2.10(c) is subject to the satisfaction, Bank shall have no obligation under this Fourth Amendment until each or waiver in accordance with Section 9.5, of the following conditions precedent have been fulfilled to the satisfaction of Bankprecedent: (ai) Each of each Credit Document shall be in full force and effect, shall include terms and provisions reasonably satisfactory to the conditions Required Lenders (provided that the terms and provisions set forth in Section 6.2 the Credit Documents as of the Agreement Closing Date shall be deemed satisfactory to the Required Lenders) and no provision thereof shall have been satisfiedamended, restated, supplemented, modified or waived in any respect determined by the Required Lenders to be material, in each case, without the consent of the Required Lenders; (bii) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank Administrative Agent shall have received a fully executed Funds Release Request together with a Borrowing Base Certificate no later than 12:00 p.m. one (1) Business Days prior to the date on which Borrower proposes to use the requested funds to purchase additional Eligible Receivables (the "Release Date"), evidencing sufficient Facility Availability with respect to the requested funds together with an updated schedule of Receivables including the Receivables to be purchased on the Release Date, such schedule to (A) be in an electronic file format reasonably satisfactory clean title search for Borrower’s Baltimoreto the Administrative Agent and the Required Lenders and (B) set forth the information required to be provided under the Backup Servicing Agreement (including, Maryland real estatewithout limitation, and with respect to each Contract, (1) the account number, (2) Obligor name, (3) the outstanding principal balance of the Receivable evidenced by such Contract), (4) the Remaining Funded Amount of such Receivable and (5) any other information reasonably requested by the Administrative Agent or the Required Lenders with respect to such Release Date; (fiii) Bank as of such Release Date, the representations and warranties made by the applicable Credit Parties contained herein and in the other Credit Documents to which it is a party shall be true and correct in all material respects (or in all respects to the extent already qualified by materiality) on and as of that Release Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have received satisfactory evidence been true and correct in all material respects (or all respects, as applicable) on and as of insurance as required by the Deed of Trust for Borrower’s Baltimore real estatesuch earlier date; (giv) Bank as of such Release Date, after giving effect to the requested release of funds from the Disbursement Account, no event shall have occurred and be continuing or would result from such release of funds from the Disbursement Account to the Borrower that would constitute an Event of Default or a Default; (v) as of such Release Date, the Collateral Agent and the Lenders shall have received a $32,000 amendment/waiver fee from Borrowerfully executed Assignment; (vi) the Required Lenders shall have approved all material changes made to the Credit Policies and the Servicing Policy in accordance with the terms set forth herein; (vii) if any Receivables originated by an Additional Bank Partner Originator are to be pledged in connection with the release made on such Release Date, the Administrative Agent and the Lenders shall have received a fully executed copy of the related Additional Bank Partner Originator Program Agreements and the Additional Bank Partner Originator Call Letter; (viii) in accordance with the terms of the Backup Servicing Agreement, the Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment delivered, or caused to be delivered, to the Backup Servicer, imaged copies of the Verified Documents and the transactions contemplated herebyrelated Receivables Report, and (to the extent required pursuant to the Backup Servicing Agreement) the Administrative Agent and the Lenders shall have received a Verification Report and the Verified Receivables Report from the Backup Servicer, which Verification Report and Verified Receivables Report is acceptable to the Administrative Agent and the Required Lenders in their sole discretions; (ix) no Closing Date Material Adverse Change shall have occurred; (x) no Tier 2 Collateral Performance Trigger shall have occurred and be continuing; (xi) no Regulatory Trigger Event shall have occurred; (xii) immediately after the release of the requested funds to Borrower and the purchase by the Borrower of additional Eligible Receivables on such Release Date, no Borrowing Base Deficiency shall exist; and (xiii) none of the Receivables to be sold to the Borrower on such Release Date and reflected on the Borrowing Base Certificate delivered pursuant to clause (ii) above were originated in any state or jurisdiction with respect to which any Governmental Authority has instituted any inquiry, investigation, action or proceeding against any Credit Party, any Originator, any Bank Partner Originator or any sub-servicer relating to such Person's authority to market, originate, hold, own, service, pledge or enforce any Receivable with respect to the residents of such state. Any Agent shall be entitled, but not obligated, to request and receive, prior to the release of any funds from the Disbursement Account to the Borrower, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent, such request is warranted under the circumstances.

Conditions Precedent. Notwithstanding anything The obligation of Bank to effect the modifications and agreements contained in this Fourth Amendment herein is subject to the contrary, Bank shall have no obligation under this Fourth Amendment until each of the following conditions precedent have been fulfilled to the satisfaction of Bankthat: (a) Each There has been no material adverse change in condition, financial or otherwise, in the financial or operating condition of Borrower since the later of March 30, 2000 or the date of the conditions set forth in Section 6.2 last submission of the Agreement shall have been satisfied;Borrower's financial statements to the Bank. (b) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana);payment of an extension fee of $25,000. (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received all of the Deed following documents, each of Trust for which shall be in form and substance satisfactory to Bank: (i) Copies, certified in writing by the secretaries or assistant secretaries of Borrower’s Baltimore, Maryland real estateof (a) resolutions of its boards of directors evidencing approval of this Modification and the other matters contemplated hereby, duly executed by Borrower in the form prescribed by Bankand (b) each document evidencing other necessary action and approvals, if any, with respect to this Modification; (eii) Bank shall have received a satisfactory clean title search for Borrower’s BaltimoreWritten certificates by the secretaries or assistant secretaries of Borrower as to the names and signatures of its officers who are authorized to sign this Modification, Maryland real estateand the other documents or certificates to be executed and delivered by it pursuant hereto; (fiii) Evidence satisfactory to Bank shall that Borrower's Certificates of Incorporation and Bylaws delivered to Bank on July 27, 1999, as applicable, have received satisfactory evidence not been amended in any way (or if they have been amended, the nature of insurance as required by the Deed of Trust for Borrower’s Baltimore real estatesuch amendment) and are in full force and effect; (giv) Good standing certificates for Borrower from the states of Delaware and Pennsylvania each dated not more than 30 days prior to the date hereof; (v) A favorable opinion of independent counsel for Borrower as to the matters mentioned in Paragraphs 4(a), (b) and (c) herein and as to such other matters as Bank shall have received a $32,000 amendment/waiver fee from Borrower, may reasonably request; and (vi) Such other documents and instruments as Bank may request under the terms of this Modification or otherwise. (d) Borrower shall have reimbursed Bank for all legal paid Banks' counsel fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated herebyModification.

Conditions Precedent. Notwithstanding anything contained in The effectiveness of this Fourth Amendment is subject to the contrary, Bank shall have no obligation under this Fourth Amendment until each satisfaction of the following conditions precedent have been fulfilled to the satisfaction of Bankprecedent, unless specifically waived in writing by Investor: (a) Each The representations and warranties contained herein and in each of the other Loan Documents shall be true and correct as of the date hereof as if made on the date hereof. (b) Unless waived by Bank, no Event of Default shall have occurred and be continuing and no event or condition shall have occurred that with the giving of notice or lapse of time or both would be an Event of Default. (c) The Debtor Group and each of the other parties listed on the signature pages to this Amendment shall have executed this Amendment. (d) All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Secured Party and its legal counsel. (e) Borrower shall have delivered to Secured Party a certificate signed by the corporate secretary of the general partner of Borrower (i) certifying to Secured Party that Borrower's partnership agreement has not been amended since Borrower's certification thereof under Certificate of Corporate Secretary dated June 7, 1996 previously delivered to Secured Party in connection with the Loan Agreement, and that the officers of the general partner of Borrower specified therein are duly elected, qualified and acting in the capacities therein stated, as of the effective date hereof, and (ii) attaching and certifying resolutions duly adopted by the board of directors of the general partner of Borrower authorizing and directing one or more named officers of the general partner of Borrower to execute and deliver this Amendment, and all related documentation required by Secured Party, on behalf of Borrower, which certificate shall be in form satisfactory to Secured Party. (f) All conditions precedent set forth in Section 6.2 of the Loan Agreement shall have been satisfied; (b) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate;. (g) Borrower has delivered to Bank shall have received a $32,000 amendment/waiver fee from Borrowerthe inventory reports for January and February, 1997, and the financial statements for January, 1997, that Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank is required to deliver in connection accordance with this Fourth Amendment and Section 11 (w) of the transactions contemplated herebyLoan Agreement.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment to the contrary, Bank shall have no obligation under this Fourth Amendment until each Each of the following conditions shall -------------------- be a condition precedent have been fulfilled to the satisfaction effectiveness of Bankthis Second Amendment: (ai) Each The Lenders and the Agents shall have received, on or before the Second Amendment Effective Date, the following items, each, unless otherwise indicated, dated on or before the Second Amendment Effective Date and in form and substance satisfactory to the Lenders, the Agents and the Administrative Agent's special counsel, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, P.C.: (A) Duly executed counterpart originals of this Second Amendment, executed by the Borrower, the Agents, and all of the conditions Lenders; (B) Amended and Restated Revolving Credit Notes, one each payable to each Lender in the principal amount of each Lender's increased Commitment, executed by the Borrower; (C) A certified copy of the corporate action of the Borrower authorizing the execution and delivery of and the performance under this Second Amendment; (D) A certification from the Borrower that its certificate of incorporation and its by-laws which were delivered to the Administrative Agent on May 8, 1998 continue to remain complete and correct and in full force and effect and have not been amended, supplemented or otherwise modified on or after such date (except as set forth in Section 6.2 such certificate), which certification states the names of the Agreement shall have been satisfiedPersons authorized to sign this Second Amendment and all other documents, instruments and certificates delivered hereunder, together with the true signatures of such Persons; (bE) Bank shall have received this Fourth AmendmentA certificate signed by an Authorized Officer of the Borrower, duly executeddated the Second Amendment Effective Date, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana);certifying that: (c1) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as representations and warranties made pursuant to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery this Second Amendment and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank Loan Documents executed in connection with this Fourth Second Amendment are true and correct on and as of the Second Amendment Effective Date as though made on and as of such date; (2) no petition by or against the Borrower has at any time been filed under the United States Bankruptcy Code or under any similar act; (3) except which those matters which have previously been disclosed to the Lenders, no Material Adverse Change in the properties, business, operations, financial condition or prospects of the Borrower has occurred; and (4) the Borrower has in all material respects performed all agreements, covenants and conditions required to be performed on or prior to the date hereof under the Original Credit Agreement and the transactions contemplated herebyother Loan Documents, except to the extent waived by the Lenders on or before the Second Amendment Effective Date; and (F) Consents from each Guarantor existing as of the Second Amendment Effective Date to the execution by the Borrower of the Second Amendment; (G) Payment to the Administrative Agent for the benefit of the Lenders, pro rata in accordance with their respective increased Commitments, of a fee of $31,250; and (H) Such other instruments, documents and opinions of counsel as the Lenders and the Agents shall reasonably require, all of which shall be satisfactory in form and substance to the Lenders and Agents and the Administrative Agent's special counsel.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment The obligation of the Lenders to make the contrary, Bank shall have no obligation under this Fourth Amendment until each of Loans hereunder is subject to the following conditions precedent have been fulfilled to the satisfaction of Bankprecedent: (a) Each of the conditions set forth in Section 6.2 of the Agreement Administrative Agent shall have been satisfiedreceived this Agreement duly executed by the Borrower and its Subsidiaries, as Guarantors, and the Lenders; (b) Bank if requested by any Lender, the Administrative Agent shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participantfor such Lender such Lender’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.6 hereof; (c) A duly executed certificate the Administrative Agent shall have received evidence of insurance required to be maintained hereunder; (d) the Administrative Agent shall have received copies of the Borrower’s and each Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or any Assistant Secretary of Borrower Secretary; (Ae) certifying as to attached the Administrative Agent shall have received copies of Resolutions resolutions of the Borrower’s and each Subsidiary’s Board of Directors of Borrower (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, as amended, (B) certifying as complete Documents to which it is a party and correct as to attached copies the consummation of the Articles transactions contemplated hereby and thereby, together with specimen signatures of Incorporation and By-Laws of Borrower or certifying that the persons authorized to execute such Articles of Incorporation or By-Laws have not been amended (except as shown) since documents on the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimoreand each Subsidiary’s behalf, Maryland real estate, duly executed all certified in each instance by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estateits Secretary or Assistant Secretary; (f) Bank the Administrative Agent shall have received satisfactory evidence copies of insurance the certificates of good standing for the Borrower and each Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as required by the Deed of Trust for Borrower’s Baltimore real estatea foreign corporation or organization; (g) Bank the Administrative Agent shall have received a $32,000 amendment/waiver fee from Borrowerthe initial fees called for by Section 2 hereof; (h) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Property of the Borrower and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (i) the Administrative Agent shall have received the favorable written opinion of counsel to the Borrower and each Subsidiary, in form and substance satisfactory to the Administrative Agent; (j) the Administrative Agent shall have received an executed Internal Revenue Service Form W-9 for the Borrower; and (k) the Administrative Agent and the Senior Agent shall have entered into a Subordination Agreement in form and substance acceptable to the Administrative Agent and the Lenders; (l) each of the representations and warranties set forth herein shall be and remain true and correct in all material respects as of the Closing Date, except to the extent the same expressly relate to an earlier date; and (m) the Administrative Agent shall have received evidence that the Borrower has acquired substantially all of the assets of Vyvx, including without limitation, satisfaction of the following conditions: (i) if a new Subsidiary is formed or acquired as a result of or in connection with the Vyvx Acquisition, the Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank complied with the requirements of Section 4 hereof in connection therewith and shall deliver to the Administrative Agent (A) certified resolutions of the Board of Directors of such new Subsidiary authorizing the actions required by Section 4 hereof, (B) articles of incorporation certified to by the Secretary of State of such new Subsidiaries state of incorporation, (C) by-laws certified to by an authorized officer of such new Subsidiary, (D) a good standing certificate of such new Subsidiary from the state of incorporation, and (E) an opinion of counsel to such new Subsidiary; (ii) the Administrative Agent shall have received audited financial statements for Vyvx for the fiscal years ending December 31, 2006 and December 31, 2007, and a closing balance sheet of the Borrower adjusted to give effect to the Vyvx Acquisition in form and substance acceptable to the Administrative Agent; (iii) no Material Adverse Effect (as defined in the Vyvx Asset Purchase Agreement) with this Fourth Amendment respect to Vyvx shall have occurred since September 30, 2007; (iv) the Acquisition shall have been approved by Vyvx’s directors and shareholders (if necessary), and all necessary legal and regulatory approvals with respect to the Vyvx Acquisition shall have been obtained. There shall be no injunction, temporary restraining order or other legal action in effect which would prohibit the closing of Vyvx Acquisition or the closing and funding of any Loan in connection therewith; (v) the Administrative Agent shall have received certificates or other evidence reasonably acceptable to it of the solvency of the Borrower on a consolidated basis after giving effect to the Vyvx Acquisition; (vi) after giving effect to the Vyvx Acquisition the Borrower shall have not less than $5,000,000 of Excess Availability as such term is defined and used in the Senior Credit Agreement, provided that accounts payable are at historically normal levels reasonably acceptable to the Administrative Agent; (vii) the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that (A) the Borrower’s pro forma Adjusted EBTIDA for the twelve months ending immediately prior to the Vyvx Acquisition is at least $50,000,000 and (B) that the Total Leverage Ratio and Senior Leverage Ratio is less 3.5 to 1.0 and 2.5 to 1.0, respectively, calculated based on the Adjusted EBITDA for the twelve months prior ending immediately prior to the Vyvx Acquisition (assuming the indebtedness occurred at the time of the Vyvx Acquisition was incurred on the first day of such twelve month period and on a pro forma basis after giving effect to the Vyvx Acquisition); provided that, for purposes of determining compliance with each of the aforementioned conditions, Adjusted EBITDA shall be calculated on a pro forma basis to include EBITDA of Vyvx and the transactions contemplated herebysynergies related to the Vyvx Acquisition with any such adjustments to EBITDA to be reasonably acceptable to the Administrative Agent; (viii) the Administrative Agent shall have received the Vyvx Asset Purchase Agreement and the Vyvx Acquisition shall have been consummated (A) in accordance with the Vyvx Asset Purchase Agreement and the related disclosure schedules and exhibits thereto, without waiver or amendment thereof (other than any such waivers or amendments (including, without limitation, with respect to any representations and warranties in the Vyvx Asset Purchase Agreement) as are not materially adverse to the Lenders) unless consented to by the Administrative Agent (which consent shall not be unreasonably withheld or delayed) or (B) on such other terms and conditions as are reasonably satisfactory to the Administrative Agent; and (ix) the Administrative Agent shall have received customary lien searches on the Property of Vyvx evidencing the absence of liens on its property except for liens permitted hereunder.

Conditions Precedent. Notwithstanding anything contained in this Fourth This Amendment, and the increased Commitment, shall become effective as of such date (such date, the “Amendment to the contrary, Bank shall have no obligation under this Fourth Amendment until Effective Date”) that each of the following conditions precedent have been fulfilled to the satisfaction of Bankare satisfied: (a) Each of the conditions set forth in Section 6.2 of the Agreement Agent shall have been satisfiedreceived counterparts of this Amendment, duly executed by the Borrower, the Servicer, the Agent, and each Lender; (b) Bank Borrower shall have received this Fourth Amendment, duly executed, executed and Bank shall have received delivered to each Lender having any increased Commitment a promissory note evidencing Borrower’s obligations in respect of the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)Revolver Commitments of such Lender; (c) A duly executed certificate Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of Borrower certifying that, after giving effect to this Amendment and the making of the Secretary initial Loans after the Amendment Effective Date, (i) Borrower is Solvent; (ii) no Default or any Assistant Secretary Event of Default exists; and (iii) the representations and warranties set forth in Section 8 are true and correct; (d) The Agent shall have received (i) as to the Borrower and the Servicer, either (x) a copy of each certificate or articles of incorporation or organization or other applicable constitutive documents of such Person certified, to the extent applicable, as of a recent date by the applicable governmental authority or (y) written certification by such Person’s secretary, assistant secretary or other Senior Officer that such Person’s certificate or articles of incorporation or organization or other applicable constitutive documents most recently certified and delivered to the Agent prior to the Amendment Effective Date pursuant to the Transaction Documents remain in full force and effect on the Amendment Effective Date without modification or amendment since such original delivery, (ii) as to Borrower and Servicer, either (x) signature and incumbency certificates of the Senior Officers of such Person executing this Amendment and the Transaction Documents to which it is a party or (y) written certification by such Person’s secretary, assistant secretary or other Senior Officer that such Person’s signature and incumbency certificates most recently delivered to the Agent prior to the Amendment Effective Date pursuant to the Transaction Documents remain true and correct as of the Amendment Effective Date, (iii) copies of resolutions of the board of directors and/or similar governing bodies of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower and Servicer approving and authorizing the execution, delivery and performance of this Amendment and the Loan Documentsother Transaction Documents to which it is a party, certified as amended, (B) certifying as complete and correct as to attached copies of the Articles Amendment Effective Date by a secretary, an assistant secretary or a Senior Officer of Incorporation such Person as being in full force and By-Laws effect without modification or amendment (or in the case of Borrower Servicer, written certification by the Servicer’s secretary, assistant secretary or certifying other Senior Officer that such Articles resolutions most recently delivered to the Agent prior to the Amendment Effective Date pursuant to the Transaction Documents remain in full force and effect on the Amendment Effective Date without modification or amendment since such original delivery), and (iv) a certificate of Incorporation existence or By-Laws have not been amended good standing (except as shownto the extent such concept exists) since from the previous delivery thereof to Bank; (d) Bank shall have received the Deed applicable governmental authority of Trust for Borrower’s Baltimoreand Servicer’s jurisdiction of incorporation, Maryland real estate, duly executed by Borrower in organization or formation as of a reasonably recent date (provided that such certificate for Servicer can be provided not later than five (5) Business Days after the form prescribed by BankAmendment Effective Date); (e) Bank Agent shall have received a favorable written opinion of counsel to Borrower and Servicer in form and substance satisfactory clean title search for Borrowerto Agent and the Lenders covering, among other matters, (i) the enforceability of this Amendment, the Loan Agreement as amended hereby and the other Transaction Documents, (ii) the grant and perfection of security interests in the Collateral, and (iii) such other matters as Agent may require in Agent’s Baltimore, Maryland real estatesole discretion; (f) Bank The Agent and the Lenders shall have received satisfactory evidence of insurance received, at least three Business Days prior to the Amendment Effective Date, all documentation and other information about the Borrower and the Servicer as shall have been reasonably requested in writing at least ten Business Days prior to the Amendment Effective Date by the Agent or any Lender that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Deed of Trust for Borrower’s Baltimore real estateUSA PATRIOT Act; (g) Bank after giving effect to this Amendment, no Default or Event of Default shall have received occurred and be continuing or shall be caused by the transactions contemplated by this Amendment; (h) after giving effect to this Amendment, the representations and warranties of the Borrower and the Servicer set forth in this Amendment and the other Transaction Documents shall be true and correct in all material respects with the same effect as if then made (except to the extent stated to relate to a $32,000 amendment/waiver fee from Borrowerspecific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (i) the Borrower shall have reimbursed Bank for paid all legal fees payable to the Agent under the Fee Letter of even date herewith between Borrower and AloStar or under the Loan Agreement, including all reasonable and documented fees and other expenses incurred by Bank of Agent in connection with the negotiation, preparation, execution and delivery of this Fourth Amendment and the transactions contemplated herebyTransaction Documents (including, without limitation, the fees and expenses of counsel to Agent).

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment to the contrary, Bank shall have no obligation under this Fourth Amendment until each of the following conditions precedent have been fulfilled to the satisfaction of Bank: (a) Each The obligation of the conditions set forth in Section 6.2 of Lenders to make the Agreement shall have been satisfied; (b) Bank Advance is subject to the condition precedent that the Administrative Agent shall have received this Fourth Amendmentthe following documents and instruments, duly executed, created or issued, as the case may be: (i) This Prepayment Agreement, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)Promissory Note; (cii) A duly executed certificate copy of the Secretary or any Assistant Secretary Financial Transaction Registration (“Registro de Operações Financeiras – ROF”) issued by Central Bank of Borrower Brazil; (iii) Evidence of the payment of the fees due hereunder; (iv) A Disbursement Request; (v) The Exporter’s and the Guarantor’s balance sheet and statement of income, stockholders’ equity and cash flows as of and for the fiscal year ended 2003, certified by its independent public accountants; (vi) Legal opinion from Brazilian counsel to the Exporter and the Guarantor addressed to the Administrative Agent and regarding matters requested by the Administrative Agent, substantially in the form of Exhibit C hereto; (vii) Copies of (A) certifying as to attached copies of Resolutions the by-laws of the Board Exporter, the Paying Agent and Guarantor and Articles of Directors Incorporation, if applicable, and (B) relevant corporate authorizations of Borrower authorizing the Exporter, the Paying Agent and the Guarantor necessary to authorize the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to BankAdvance Document; (dviii) Bank shall have received A certificate from a duly authorized Responsible Officer of each of the Deed Exporter, the Paying Agent and the Guarantor as to the incumbency and signatures of Trust for Borrower’s Baltimore, Maryland real estate, its duly executed by Borrower authorized officers that are authorized to execute and deliver the Advance Document substantially in the form prescribed by Bankof Exhibit D hereto; (eix) Bank shall have received a satisfactory clean title search for Borrower’s Baltimoresuch other approvals, Maryland real estateopinions, or documents as the Administrative Agent may reasonably request and which are duly justified in writing; (fb) Bank The obligation of the Lenders to make the Advance is also subject to the satisfaction of the following conditions precedent, and the disbursement by the Lenders of the Advance shall constitute a representation by the Exporter that items (i), (ii) and (iii) below shall have received satisfactory evidence been satisfied on and as of insurance as required the Disbursement Date: (i) the representations and warranties made by the Deed Exporter, the Guarantor and the Paying Agent herein shall be true and correct on and as of Trust for Borrower’s Baltimore real estatethe Disbursement Date; (gii) Bank both immediately prior to the making of the Advance and after giving effect thereto and to the intended use of the proceeds thereof, no Event of Default shall have received a $32,000 amendment/waiver fee from Borroweroccurred and be continuing; and (iii) there has been no material adverse change, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment since the last audited financial statements of the Exporter, the Paying Agent and the transactions contemplated herebyGuarantor received by the Administrative Agent, in the economic and/or financial condition of the Exporter and the Guarantor. (c) Upon the receipt by the Exporter of the Disbursement Request duly acknowledged and agreed by the Administrative Agent, the Lenders shall make the Advance, notwithstanding the provisions of item b (iii) above.

Conditions Precedent. Notwithstanding anything contained in The effectiveness of this Fourth Amendment shall be subject to the contrary, Bank shall have no obligation under this Fourth Amendment until each of the following conditions precedent precedent: - The merger of Trade Source International, Inc., a California corporation, with and into Trade Source International, Inc., a Delaware corporation and a wholly-owned subsidiary of Craftmade International, Inc., shall have been fulfilled become effective pursuant to the satisfaction terms and conditions of Bank: that certain Merger Agreement (athe "Merger Agreement") made as of July 1, 1998 by and among Craftmade International, Inc., Trade Source International, Inc., a Delaware corporation, Trade Source International, Inc., a California corporation, and the latter's shareholders identified therein; and - Each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied; (b) Bank Lender shall have received this Fourth Amendmenta promissory note of Borrower payable to the order of such Lender, duly executedin substantially the form of EXHIBIT A hereto, with appropriate completion, which promissory note shall be in modification, increase and replacement of (but not in extinguishment of) those certain promissory notes in the form of EXHIBIT A to the Credit Agreement, and Bank dated as of May 30, 1996 and in the stated maximum principal amount of $6,000,000; and - Lenders shall have received the Participant’s Consent attached heretoTrade Source Security Agreement and the Stock Pledge Agreement (together with the stock certificates, duly executed by Fifth Third Bank (Central Indianaendorsed in blank, contemplated to be pledged thereby); (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery ; and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank - Lenders shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly Uniform Commercial Code financing statements or amendments executed by Borrower Trade Source, and covering such Collateral of Trade Source as the Agent may request, and Uniform Commercial Code termination statements, assignments or lien subordination agreements as the Agent may request; and - Lenders shall have received summaries of all insurance policies required by SECTION 7.5, together with loss payable endorsements in favor of the form prescribed by Bank; (e) Bank Agent and the Lenders with respect to all insurance policies covering Collateral, to the extent not previously delivered to the Agent; and - Lenders shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence Secretary's Certificate from the secretary or assistant secretary of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, Borrower and Borrower shall have reimbursed Bank for all legal fees Guarantor certifying and other expenses incurred by Bank in connection with this Fourth Amendment and attaching appropriate corporate resolutions regarding the transactions contemplated hereby, and statements of incumbency; and - Lenders shall have received certified copies of the certificate of incorporation and bylaws of Trade Source International, Inc., and the memorandum of association of and other organizational documents of each of the Hong Kong Companies; and - Lenders shall have received such other documents incidental and appropriate to the transactions provided for herein and in the Merger Agreement as Lenders or their counsel may reasonably request (including, without limitation, a copy of the opinion of Wein▇▇▇▇▇ Genshlea & Spro▇▇ ▇▇▇erenced in Section 2.7(a)(v) of the Merger Agreement, together with a letter addressed to the Agent and the Lenders stating that the Agent and the Lenders may rely on the same as if it were addressed to them specifically), and all such documents shall be in form and substance reasonably satisfactory to Lenders; and - All legal matters incident to the consummation of the transactions contemplated hereby shall be reasonably satisfactory to special counsel for Lenders retained at the expense of Borrower.

Conditions Precedent. Notwithstanding anything contained in this Fourth This Amendment to the contrary, Bank shall have no obligation under this Fourth Amendment until each be effective upon completion of the following conditions precedent have been fulfilled (all documents to the satisfaction of Bank:be in form and substance satisfactory to Agent and Agent’s counsel): (a) Each of the conditions set forth in Section 6.2 of the Agreement Agent shall have been satisfiedreceived all fees which are payable to Agent or to the Lenders as required by the Loan Agreement, this Amendment or any fee letter entered into by Borrowers and Agent; (b) Bank Agent shall have received prior to or on the effective date of this Fourth Amendment, duly executedat Borrowers’ expense, the following searches (the results of which are to be consistent with the warranties made by Borrowers in the Loan Agreement and the Other Documents), (i) UCC searches with the Secretary of State and local filing office of each state where each Borrower is organized, maintains its executive office, a place of business, or assets, and Bank shall have received the Participant’s Consent attached hereto(ii) judgment, duly executed by Fifth Third Bank state and federal tax lien and corporate tax lien searches, in all applicable filing offices of each state searched under subparagraph (Central Indiana)i) above; (c) A duly Agent shall have received executed certificate originals of each of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to BankSupplemental Mortgages; (d) Bank Agent shall have received the Deed executed legal opinions of Trust for Borrower’s Baltimore▇▇▇▇▇ ▇▇▇▇▇▇ LLP and such other counsel as may be required by the Lenders in form and substance satisfactory to the Lenders which shall cover such matters incident to the transactions contemplated by this Agreement, Maryland real estatethe Supplemental Mortgages, duly executed by Borrower in and related agreements as Agent may reasonably require and Borrowers hereby authorize and direct such counsel to deliver such opinions to Agent and the form prescribed by BankLender; (e) Bank Agent shall have received a appraisals and Phase I Environmental reports, each in form and substance satisfactory clean title search to Agent, for Borrower’s Baltimore, Maryland real estateeach of the Supplemental Mortgaged Properties; (f) Bank Agent shall have received satisfactory evidence such other documents that Agent deems necessary, in the exercise of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate;its sole discretion; and (g) Bank Contemporaneously with the closing hereunder, Borrowers shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and repay the transactions contemplated herebyoutstanding principal balance of the First Supplemental Term Loan.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment As conditions precedent to the contrarymatters contemplated by this First Amendment, Bank the Borrowers shall cause to be delivered to the Lenders (or, where applicable, the Lenders shall have no obligation under this Fourth Amendment until each of received), the following conditions precedent have been fulfilled agreements, documents, instruments or other evidence, all in a form and content satisfactory to the satisfaction of BankLenders: (a) Each of This First Amendment, duly executed by the conditions set forth in Section 6.2 of the Agreement shall have been satisfiedBorrowers; (b) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)The Allonges; (c) A Mortgage Modification Agreements with respect to the Mortgages, duly executed certificate by the appropriate Borrowers; (d) Any and all Guarantors of the Secretary or any Assistant Secretary Obligations shall have consented to the execution, delivery and performance of Borrower (A) certifying as to attached copies of Resolutions this First Amendment and all of the Board transactions contemplated hereby by signing one or more counterparts of Directors this First Amendment in the appropriate space indicated below and returning the same to Administrative Agent; (e) Copies of Borrower all corporate action taken by Borrowers authorizing the execution, delivery and performance of this First Amendment, certified as true, correct and complete by the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies respective Secretaries of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estateBorrowers; (f) Bank shall Copies of good standing certificates of each of the Borrowers from their states of incorporation or formation, and from all other states in which Borrowers’ failure to be so qualified and in good standing would have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estatea Material Adverse Effect; (g) Bank No material adverse change shall occur in the financial condition of Borrowers from that reflected on Borrowers’ consolidated financial statements dated June 30, 2005; (h) No material adverse change shall have occurred in the business of Borrowers; (i) Satisfactory completion by Lenders of all required due diligence; (j) All fees and expenses of the Lenders, including legal fees, required to be paid by Borrowers shall have been paid; (k) Borrowers shall be in compliance with all financial covenants before and after giving effect to the transactions contemplated herein; (l) Citizens shall have received a commitments from the Lenders in an aggregate amount of $32,000 amendment/waiver fee from Borrower60,000,000; and (m) Such agreements, and Borrower shall have reimbursed Bank for all legal fees documents, instruments and other expenses incurred by Bank in connection with this Fourth Amendment and satisfactory evidence as the transactions contemplated herebyLenders may request or require under the terms of the Credit Agreement, the Loan Documents or otherwise.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment 18.1 The obligation of the Banks to make any Advance under the Pre-Delivery Facility available to the contrary, Bank Borrowers shall be subject to the condition that the Agent and the Security Trustee shall have no obligation under this Fourth Amendment until each received the following documents and evidence in all respects in form and substance satisfactory to the Agent and the Security Trustee and their legal advisers on or before the date on which a Notice of Drawdown of the following conditions precedent have been fulfilled to first Advance of the satisfaction of Bank:Pre-Delivery Facility is sent by the Borrowers - (a) Each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied; (b) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and Byby-Laws laws (or equivalent documents) (and all amendments thereto) of Borrower each of the Borrowers any other documents required to be filed or certifying that registered or issued under the laws of the Republic of Liberia to establish the incorporation or good standing of each of the Borrowers under the laws of the Republic of Liberia; (b) copies of resolutions passed at separate meetings of the board of directors and shareholders of each of the Borrowers evidencing approval of such Articles of Incorporation this Agreement, the Shipbuilding Contracts and the Subject Documents to which each is a party and authorising appropriate officers or Byattorneys to execute the same and to sign all notices required to be given hereunder or thereunder on its behalf or other evidence of such approvals and authorisations as shall be acceptable to the Agent and the Security Trustee; (c) the original of any power of attorney issued in favour of any person executing this Agreement or any of the Subject Documents related to the Pre-Laws have not been amended (except as shown) since Delivery Facility on behalf of each of the previous delivery thereof to BankBorrowers; (d) Bank shall evidence that the Earnings Account of each relevant Borrower have received been duly opened by each relevant Borrower and that all board resolutions, mandates, signature cards and other documents or evidence required in connection with the Deed opening, maintenance and operation of Trust for Borrower’s Baltimore, Maryland real estate, such Accounts have been duly executed by Borrower in delivered to the form prescribed by BankPaying Agent; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estatelist specifying the directors and officers of each of the Borrowers (together with their specimen signatures) and specifying the authorised and issued share capital of each of the Borrowers; (f) Bank shall have received satisfactory evidence copies of insurance all governmental and other consents, licences, approvals and authorisations as required may be necessary to authorise the performance by the Deed Borrowers of Trust for Borrower’s Baltimore real estatetheir respective obligations under those of this Agreement, the Shipbuilding Contracts and the Subject Documents related to the Pre-Delivery Facility to which each is a party and the execution, validity and enforceability of this Agreement, the Shipbuilding Contracts and the Subject Documents related to the Pre-Delivery Facility; (g) Bank all the Subject Documents duly executed and delivered by the parties thereto together with all other items and documents required to be delivered pursuant to the terms thereof, (h) certified copies of the Shipbuilding Contracts and the originals of each of the Refund Guarantees together with such evidence as the Agent or the Security Trustee and its legal advisers reasonably shall have received a $32,000 amendment/waiver fee require in relation to the due authorisation and execution by Samsung of the Shipbuilding Contracts and all documents to be executed by Samsung pursuant thereto and by the Refund Guarantors of the Refund Guarantees; (i) evidence that the Manager has been appointed as technical supervisor under the Shipbuilding Contracts and has accepted its appointment; (j) evidence that the agent for service of process named in Clause 38 has accepted its appointment for the purposes of this Agreement and the Subject Documents; (k) favourable legal opinions from Borrowerlawyers appointed by the Agent and the Security Trustee on such matters concerning the laws of Liberia, Greece, Cyprus, England, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank Korea in relation to or in connection with this Fourth Amendment Agreement, the Subject Documents, or any of them; (l) evidence that the Paying Agent has received the arrangement fee referred to in Clause 26.1 and all accrued fees payable pursuant to Clause 26.2; (m) evidence that an amount equal to the amount of each relevant Advance is due and payable or it has been paid by the relevant Borrower under the relevant Shipbuilding Contract; and (n) evidence that any amount to be paid in respect of the Second Pre-Delivery Instalment under the relevant Shipbuilding Contract other than the proceed of the relevant Advance has been paid by the relevant Borrower. 18.2 Each of the documents specified in sub-clauses (a), (b), (d) and (e) above shall be certified as a true and up-to-date copy by a Director or Secretary (or equivalent officer) or legal counsel of the relevant Borrower. 18.3 The obligation of the Banks to make any Post-Delivery Advance to the Borrowers shall be subject to the condition that the Agent and the transactions Security Trustee shall have received the following documents and evidence relating to the Vessel to be delivered on such day in all respects in form and substance satisfactory to the Agent and the Security Trustee and their legal advisers on or before the relevant Drawdown Date - 18.3.1 the Security Documents relating to the relevant Borrower and the relevant Vessel duly executed and delivered by the parties thereto together with all other items and documents required to be delivered pursuant to the terms thereof, including (but without limitation) insurance notices of assignment, acknowledgements and letters of undertaking pursuant to the Security Documents relating to such Vessel; 18.3.2 each Earnings Account Charge, each General Assignment, each Charter Assignment Agreement, each Intercreditor Deed, each Second Priority Deposit Account Charge; each Deed of Counter-Indemnity, each Put Option Agreement, each Declaration of Trust, duly executed and delivered by the parties thereto together with all other items and documents required to be delivered pursuant to the terms thereof, including (but without limitation) notices of assignment, acknowledgements and letters of undertaking pursuant to such documents; 18.3.3 evidence that - (a) the relevant Vessel has been unconditionally delivered by Samsung to, and accepted by, the relevant Owner pursuant to the relevant Shipbuilding Contract together with evidence that the full amount of the delivery instalment payable under such Shipbuilding Contract (including any amount in addition to the part thereof to be financed by way of the relevant Advance) has been duly paid; (b) the relevant Vessel is duly registered in the name of the relevant Owner under a flag approved by the Banks; (c) the relevant Vessel is in the absolute and unencumbered ownership of the relevant Owner, subject only to the relevant Declaration of Trust and Permitted Encumbrances, save as contemplated herebyby this Agreement and the relevant Subject Documents; (d) the relevant Vessel has been unconditionally delivered by the relevant Owner to the Bareboat Charterer and accepted by the Bareboat Charterer under the Bareboat Charter; (e) the relevant Vessel has been unconditionally delivered by the Bareboat Charterer to the relevant Borrower and accepted by the relevant Borrower under the AML Time Charter; (f) the relevant Vessel has been unconditionally delivered by the relevant Borrower to the Charterer and accepted by the Charterer under the Charter; (g) the relevant Vessel maintains the class 1A1 “Container Vessel” with the Classification Society free of all recommendations and qualifications of the Classification Society (other than those which have been or are being complied with in accordance with their terms and which are not by their terms overdue for compliance); (h) the relevant Mortgage has been duly recorded against the relevant Vessel as a valid first priority ship mortgage in accordance with the laws of the flag its is flying; and (i) the relevant Vessel is insured in accordance with this Agreement and that all requirements therein in respect of Insurances have been complied with; 18.3.4 letters from the relevant Owner to the protection and indemnity association in which the relevant Vessel is or is to be entered instructing them to provide the Security Trustee with a copy of the certificate of entry of such Vessel and any other information relating to the entry of such Vessel in such protection and indemnity association; 18.3.5 such further favourable legal opinions from lawyers appointed by the Agent and the Security Trustee on such matters concerning the laws of England, Liberia, Cyprus and Korea as the Agent and the Security Trustee may require; and 18.3.6 evidence of payment to Samsung of all amounts due by the relevant Owner (other than amounts financed pursuant to this Agreement) in respect of each Shipbuilding Contract; 18.3.7 the statement of Additional Construction Expenses; 18.3.8 evidence that at the time of the drawdown of the Advances of the Post-Delivery Senior Facility and the Post-Delivery Junior Facility related to a Vessel, the aggregate of all such Advances made shall not exceed the lower of (i) Thirty million Dollars (US$ 30,000,000) and (ii) eighty per cent (80%) of the Total Construction Cost of such Vessel; 18.3.9 copies of the provisional DOC and the provisional SMC issued pursuant to the ISM Code in respect of the relevant Vessel with full copies of such documents to be provided as soon as practicable after the relevant Delivery Date and in any event within 6 months of the relevant Delivery Date; 18.3.10 copies of all documents issued pursuant to the ISPS Code, including without limitation a valid International Ship Security Certificate (ISSC); 18.3.11 copies of the Subject Documents; 18.3.12 evidence satisfactory to the Security Trustee that immediately after the delivery of the relevant Vessel, the relevant Deposit Account shall each have adequate funds standing to its credit to satisfy the Loan to Value Ratio; 18.3.13 evidence satisfactory to the Security Trustee that the relevant Earnings Account has been opened and that an amount equal to at least US$1 is deposited in that account. 18.3.14 a favourable opinion from an independent insurance consultant acceptable to the Agent and the Security Trustee on such matters relating to the Insurances for the Vessels as the Agent and the Security Trustee may require and evidence satisfactory to the Security Trustee that such Insurances are in place; 18.4 The obligation of the Banks to make any Advance is subject to the following further conditions - 18.4.1 that both at the date of the relevant Notice of Drawdown and on the relevant Drawdown Date - (a) no Event of Default or Potential Event of Default has occurred and is continuing or might result from the making of the relevant Advance; and (b) the representations and warranties of the Borrowers in Clause 16 and the representations and warranties of the Borrowers and other parties to the Subject Documents set out in the Subject Documents are true and accurate as of each such date, as if made on each such date with reference to the facts then subsisting; and (c) none of the circumstances specified in Clause 23 (Events of Default) has occurred and is continuing. 18.4.2 the Agent and the Security Trustee have received, and found to be satisfactory to them in all respects, such further opinions, consents, agreements and documents in connection with this Agreement and the Subject Documents as the Agent and the Security Trustee may request by notice to the Borrowers prior to such Drawdown Date.

Conditions Precedent. Notwithstanding anything contained The agreements and obligation of the Bank as set forth in this Fourth Fifth Amendment are subject to the contrary, Bank shall have no obligation under this Fourth Amendment until each satisfaction of the following conditions precedent have been fulfilled to the satisfaction of Bankprecedent: (a) Each of the conditions set forth in Section 6.2 of the Agreement The Borrower shall have been satisfiedexecuted and delivered to the Bank this Fifth Amendment, the (renewal) Notes, and all other documents required by the Loan Agreement, as amended by this Fifth Amendment, and the Guarantors shall have executed and delivered to the Bank this Fifth Amendment, and all other documents required by the Loan Agreement, as amended by this Fifth Amendment, all in form and substance and in such number of counterparts as may be required by the Bank; (b) Bank shall have received The representations, warranties, and covenants of the Borrower and the Guarantors as set forth in the Loan Agreement, as amended by this Fourth Fifth Amendment, duly executedor in any Related Document furnished to the Bank in connection herewith, shall be and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)remain true and correct; (c) A duly executed certificate The Bank shall have received a favorable legal opinion of counsel to the Secretary or any Assistant Secretary of Borrower (A) certifying as and the Guarantors, in form, scope and substance satisfactory to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) The Bank shall have received certified resolutions of the Borrower and the Guarantors authorizing the execution of all documents and instruments contemplated by this Fifth Amendment; (e) The Bank shall have received an extension fee of $112,704.00, which fee was due and payable on August 31, 1999. (f) Except for Events of Default pertaining to Loan payment and financial covenant violations as addressed in this Fifth Amendment, no Default or Event of Default shall exist or shall result from renewal of the Loans as provided for herein; (g) The Borrower and the Guarantors shall have provided the Bank with all financial statements, reports and certificates required by the Loan Agreement, as amended by this Fifth Amendment; (h) The Bank shall have received the Deed articles of Trust for incorporation and bylaws, as amended, of the Borrower and the articles of organization, operating agreement, articles of incorporation, and bylaws, as amended, of the Guarantors, and the Bank's counsel shall have reviewed the foregoing documents and is satisfied with the validity, due authorization and enforceability thereof and of all Related Documents; (i) The Bank shall have received evidence acceptable to the Bank and its counsel that its Encumbrances affecting the Collateral shall have a first priority position, subject only to Permitted Encumbrances; (j) Except as provided in (f) above, there shall have occurred no Material Adverse Change; (k) The Bank's due diligence and review of all financial information provided by the Borrower and the Guarantors, and the Bank's field audit of the Borrower’s Baltimore's books and records, Maryland real estate, duly executed by Borrower in shall be satisfactory to the form prescribed by Bank; (el) Bank shall have received The Bank's receipt of a satisfactory clean title search for Borrower’s Baltimore, Maryland real estatecurrent listing of all senior and subordinated debt of the Borrower (on a consolidated basis); (fm) The Borrower must maintain insurance acceptable to the Bank, naming Bank shall have received satisfactory as additional insured and/or loss payee, and deliver to Bank evidence of such insurance as required by the Deed of Trust for Borrower’s Baltimore real estatecoverages; (gn) Bank shall have received Interest payments on all Loans must be paid current and remain current; (o) Principal payments on all debt owed by the Borrower (and/or any of the Guarantors) to The CIT Group/Equipment Financing, Inc. must be waived and extended through November 15, 1999, in writing by The CIT Group/Equipment Financing, Inc., and a copy of such waiver and extension must be furnished to the Bank; (p) Advantage Capital must make a $32,000 amendment900,000.00 subordinated debt issuance to the Borrower prior to execution of this Fifth Amendment by the Borrower; and. (q) Advantage Capital must execute a written subordination agreement in favor of Bank and The CIT Group/waiver fee from Equipment Financing, Inc., whereby Advantage Capital subordinates all present and future indebtedness owed by Borrower, which agreement must be delivered to, and Borrower shall have reimbursed Bank for all legal fees in form and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated herebysubstance satisfactory to, Bank.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment The amendments and supplements to the contraryCredit Agreement contained herein shall be effective upon, Bank and shall have no obligation under this Fourth Amendment until each be subject to, the satisfaction of the following conditions precedent have been fulfilled to the satisfaction of Bankprecedent: (a) Each of the conditions set forth in Section 6.2 of the Agreement Borrower shall have been satisfiedpaid to the Agent, for each Lender, the fees required to be paid pursuant to Sections 3.1 and 3.2 hereof; (b) Bank the Borrower shall have received this Fourth Amendmentexecuted and delivered to the Agent a confirmation and assumption in respect of the Security executed and delivered by its predecessors, duly executedsuch confirmation and assumption to be in form and substance satisfactory to the Agent and Lenders' Counsel, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)acting reasonably; (c) A duly the Borrower, the Parent and each Material Subsidiary (except Baytex Luxembourg and Baytex U.S.) shall have each executed certificate and delivered to the Agent on behalf of the Secretary or any Assistant Secretary Lenders a floating charge demand debenture in the principal amount of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery Cdn.$1,500,000,000 and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Banka debenture pledge agreement in respect thereof; (d) Bank each Material Subsidiary that has previously executed and delivered the Security (except Baytex Luxembourg and the Borrower) shall have received executed and delivered to the Deed Agent on behalf of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower the Lenders a Confirmation of Guarantee and Security in the form prescribed by Bankattached hereto as Schedule B; (e) Bank the Parent shall have received executed and delivered to the Agent on behalf of the Lenders a confirmation respecting each of: (i) the Subordination Agreement made as of January 1, 2011 among the Parent, the Agent and the Borrower; (ii) the Guarantee made as of January 1, 2011 by the Parent in favour of the Agent, the Lenders and the Hedging Affiliates; and (iii) the other Security it has previously executed and delivered to the Agent and the Lenders, such confirmation to be in form and substance satisfactory clean title search for Borrower’s Baltimoreto the Agent and Lenders' Counsel, Maryland real estateacting reasonably; (f) Bank the Parent, the Borrower and each Material Subsidiary (other than Baytex Luxembourg and Baytex U.S.) shall have received satisfactory evidence delivered to the Agent a current certificate of insurance status, compliance or good standing, as required the case may be, in respect of its jurisdiction of incorporation, certified copies of its constating documents, by-laws and other governing or organizational documents (or a certification there have been no changes thereto since the applicable date of a prior officer's certificate by or on behalf of the Deed Parent, the Borrower or such Material Subsidiary certifying the same to the Agent and the Lenders) and the resolutions authorizing the Documents to which it is a party and the transactions thereunder and an Officer's Certificate as to the incumbency of Trust for Borrower’s Baltimore real estatethe officers thereof signing the Documents to which it is a party; (g) Bank the Borrower shall have delivered to the Agent an Officer's Certificate confirming, as of the date hereof: (i) that no Default or Event of Default has occurred and is continuing; (ii) its corporate authorization to enter into this Agreement, including to make the increase to the Syndicated Facility contemplated herein; (iii) the truth and accuracy of its representations and warranties contained in Section 9.1 of the Credit Agreement, other than any such representations and warranties which expressly speak as of an earlier date; and (iv) that no consents, approvals or authorizations from any person are required for the increase to the Syndicated Facility contemplated herein (except as have been unconditionally obtained and are in full force and effect, unamended); and attaching a certified copy of a directors' resolution of the Borrower authorizing the entering into of this Agreement, including the increase of the Syndicated Facility contemplated herein; (h) the Agent and the Lenders shall have received a $32,000 amendment/waiver fee legal opinions from counsel to the Borrower, the Parent and Borrower shall have reimbursed Bank for all legal fees each Material Subsidiary (other than Baytex U.S. and other expenses incurred by Bank in connection with Baytex Luxembourg) respecting this Fourth Amendment Agreement, the Documents to be entered into pursuant to this Agreement and the transactions contemplated hereby, each in form and substance satisfactory to the Lenders in their sole discretion; and (i) receipt by each Lender, as applicable, of all information, including supporting documentation and other evidence, reasonably requested by any such Lender or the Agent pursuant to any anti-money laundering, anti-terrorist financing, government sanction and "know your client" laws prior to the date hereof. The foregoing conditions precedent are inserted for the sole benefit of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions).

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment to The obligations of the contrary, Bank shall have no obligation Lenders under this Fourth Amendment until each Amending Agreement are subject to and conditional upon satisfaction of the following conditions precedent have been fulfilled and the receipt by the Administrative Agent, for and on behalf of the Lenders, of the following documents, each in full force and effect, and in form and substance satisfactory to the satisfaction of BankAdministrative Agent or the Lenders, as applicable, acting reasonably: (a) Each there exists no Default or Event of Default (after taking into account completion of the conditions set forth in Section 6.2 Focus Arrangement) and the Administrative Agent has received a certificate of the Agreement shall have been satisfiedBorrower to such effect; (b) Bank shall have received the representations and warranties contained in the Credit Agreement, including therein this Fourth AmendmentAmending Agreement as a Credit Document and the Disclosure Schedule as amended hereby, duly executed, are true and Bank shall have correct after taking into account completion of the Focus Arrangement and the Administrative Agent has received a certificate of the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)Borrower to such effect; (c) A duly executed the Focus Arrangement has been completed in accordance with the terms of the Focus Arrangement Agreement without any amendment thereto, other than any amendments thereto that have been consented to by the Administrative Agent and the Lenders and the Administrative Agent has received a certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bankeffect; (d) Bank the Focus Credit Agreement shall have received been terminated and all amounts owing thereunder (other than the Deed Focus BA Obligations and the Royal LCs) shall have been repaid and a copy of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Banktermination notice shall have been delivered to the Administrative Agent; (e) Bank the Administrative Agent shall have received a release and discharge from Royal Bank of Canada as agent for the Focus Lenders releasing and discharging all of the Security Interests held by Royal Bank of Canada for and on behalf of the Focus Lenders in respect of Focus and its Subsidiaries, such release and discharge to be in form and substance satisfactory clean title search for Borrower’s Baltimoreto the Administrative Agent, Maryland real estateacting reasonably; (f) Bank the Administrative Agent shall have received satisfactory evidence the following with respect to the Focus Arrangement: (i) a certified true copy of insurance as required by the Deed Final Order; (ii) a certified true copy of Trust for Borrower’s Baltimore real estatethe filed Articles of Arrangement; and (iii) the Certificate of Arrangement; (g) Bank the Administrative Agent shall have received a $32,000 amendment/waiver fee duly executed copy of each of the following documents: (i) this Fourth Amending Agreement (including the Acknowledgement forming a part thereof) from the Borrower, the Fund and Borrower each Restricted Subsidiary which is a party thereto; and (ii) an agreement from the Harvest Operations Lenders (or their agent), in form and substance satisfactory to the Administrative Agent, acting reasonably, acknowledging that the recourse of the Harvest Operations Lenders against the Redearth Partnership under the Harvest Operations Guarantee and all security provided therefor is limited to Harvest Operations Corp. and its interest in the Redearth Partnership and the assets thereof and that the Harvest Operations Lenders have no recourse under the Harvest Operations Guarantee and the security therefor to FET Resources and its interest in the Redearth Partnership and the assets thereof; (h) the Administrative Agent and the Lenders shall have reimbursed Bank for all legal fees received in respect of each member of the Restricted Group (unless otherwise specified): (i) a certificate of status, certificate of compliance, good standing or similar certificate issued by an appropriate Governmental/Judicial Body of the jurisdiction of organization of such Person; (ii) a certified copy of their Constating Documents, and other expenses incurred by Bank in connection a certified copy of the resolutions of the board of directors (or similar authorization) of the Borrower and each Restricted Subsidiary and a resolution of the Borrower as administrator of the Fund with respect to the Fund authorizing the execution and delivery of this Fourth Amendment Amending Agreement and the transactions contemplated thereby and the performance by each of them of their obligations thereunder, together with a certificate of a Senior Officer of the Fund, the Borrower and each Restricted Subsidiary to the effect that all such documents are in full force and effect in such form with no proceedings pending to amend or rescind the same, and no agreements or other documents are in effect which restrict the powers of its board of directors (or where appropriate, its trustee), provided that the foregoing may be satisfied by a certification that the same have not changed since the date last certified and provided to the Lenders; and (iii) a certificate of incumbency with specimen signatures of the individuals executing this Fourth Amending Agreement and the documents contemplated hereby; and (iv) a certified copy of any Material Contracts not previously delivered to the Administrative Agent and any amendments to any Material Contracts previously provided in certified form; (i) the Administrative Agent and the Lenders shall have received favourable legal opinions of Borrower's Counsel relating to the subsistence of the Fund, the Borrower and the Restricted Subsidiaries and the authorization, execution, delivery and enforceability of this Fourth Amending Agreement and the continuing enforceability of the Amended Credit Agreement, the Fund Guarantee and Subordination Agreement and each Restricted Guarantee and Subordination Agreement; (j) the Administrative Agent and the Lenders shall have received favourable legal opinions of Lenders' Counsel; and (k) the Borrower shall have paid all fees and expenses then due in respect of this Fourth Amending Agreement. The conditions in this Section 11 are inserted for the sole benefit of the Lenders and the conditions set out herein may be waived by all of the Lenders in whole or in part (with or without terms or conditions).

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment a. As conditions precedent to the contraryinitial Transaction, Bank the Buyer shall have no obligation under this Fourth Amendment until received on or before the day of such initial Transaction the following, in form and substance satisfactory to the Buyer and duly executed by each party thereto (as applicable): (i) The Program Documents duly executed and delivered by the parties thereto and being in full force and effect, free of any modification, breach or waiver; (ii) Evidence that all other actions necessary or, in the opinion of the following conditions precedent Buyer, desirable to perfect and protect the Buyer’s interest in the Purchased Assets and other Collateral have been fulfilled taken, including, without limitation, duly executed and filed Uniform Commercial Code financing statements on Form UCC-1; (iii) A certified copy of each Seller’s and the Guarantor’s consents or corporate resolutions, as applicable, approving the Program Documents and Transactions thereunder (either specifically or by general resolution), and all documents evidencing other necessary corporate action or governmental approvals as may be required in connection with the Program Documents; (iv) An incumbency certificate of the secretaries of each Seller and the Guarantor certifying the names, true signatures and titles of each Seller’s and the Guarantor’s representatives duly authorized to request Transactions hereunder and to execute the Program Documents and the other documents to be delivered thereunder; (v) An opinion of the Sellers’ and the Guarantor’s counsel as to such matters as the Buyer may reasonably request (including, without limitation, perfected security interest in the Collateral) and in form and substance acceptable to the satisfaction of Bank:Buyer; (avi) Each A copy of the Underwriting Guidelines certified by an officer of applicable Seller to which such Underwriting Guidelines relate; (vii) The acquisition by Home123 of certain assets of RBC Mortgage Company must have been completed; (viii) A copy of the certificate of insurance evidencing compliance with Section 13(o) of this Agreement; (ix) All of the conditions set forth precedent in Section 6.2 of the Agreement Guaranty shall have been satisfied; (bx) Bank Any other documents reasonably requested by the Buyer; (xi) The Buyer’s legal, tax, business and environmental due diligence of the Sellers and the Guarantor each shall have been completed to the satisfaction of the Buyer; and (xii) Payment of the Facility Fee Amount by wire transfer by the Sellers to the Buyer in immediately available funds. b. The obligation of the Buyer to enter into each Transaction pursuant to this Agreement is subject to the following conditions precedent: (i) The Buyer or its designee shall have received on or before the day of a Transaction with respect to such Purchased Assets (unless otherwise specified in this Fourth AmendmentAgreement) the following, in form and substance satisfactory to the Buyer and (if applicable) duly executed: (A) The Transaction Notice, the Loan Schedule and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central IndianaComputer Medium with respect to such Purchased Assets delivered pursuant to Section 4(a); (cB) The related Trust Receipt, with the Loan Schedule attached; (C) Such certificates, customary opinions of counsel or other documents as the Buyer may reasonably request, provided that such opinions of counsel shall not be routinely required in connection with each Transaction but shall only be required from time to time as deemed necessary by the Buyer in its commercially reasonable judgment; (D) A copy of the Underwriting Guidelines, to the extent such guidelines have been amended in any material respect; and (E) A copy of the applicable notice set forth as Exhibit C (which may be contained in the related Transaction Notice). (ii) No Default or Event of Default shall have occurred and be continuing. (iii) The Buyer shall not have reasonably determined that a change in any requirement of law or in the interpretation or administration of any requirement of law applicable to the Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for the Buyer to enter into Transactions with a Pricing Rate based on LIBOR. (iv) All representations and warranties in the Program Documents shall be true and correct on the date of such Transaction and the Sellers and the Guarantor are in compliance with the terms and conditions of the Program Documents. (v) The then aggregate outstanding Purchase Price for all the Purchased Assets, when added to the Purchase Price for the requested Transaction, shall not exceed the Maximum Aggregate Purchase Price. (vi) No event or events shall have been reasonably determined by the Buyer to have occurred and be continuing, resulting in the effective absence of a whole loan or asset-backed securities market or commercial paper market. (vii) Satisfaction of any conditions precedent to the initial Transaction as set forth in clause (a) of this Section 9 that were not satisfied prior to such initial Purchase Date. (viii) The Purchase Price for the requested Transaction shall not be less than $500,000. (ix) The Buyer shall have determined that all actions necessary or, in the opinion of the Buyer, desirable to maintain the Buyer’s perfected interest in the Purchased Assets and other Collateral have been taken, including, without limitation, duly executed certificate and filed Uniform Commercial Code financing statements on Form UCC-1. (x) The Sellers and the Guarantor shall have paid to the Buyer all fees and expenses, if any, owed to the Buyer in accordance with this Agreement. (xi) There shall be no Margin Deficit at the time immediately prior to entering into a new Transaction. (xii) Each secured party (including any party that has a precautionary security interest in a Loan) shall have released all of its right, title and interest in, to and under such Loan (including, without limitation, any security interest that such secured party or secured party’s agent may have by virtue of its possession, custody or control thereof) and has filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Loan, and each such release and Uniform Commercial Code termination statement shall have been delivered to the Secretary or any Assistant Secretary of Borrower (A) certifying Buyer prior to each Transaction and to the Custodian as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance part of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank;File. (dxiii) Bank The Buyer shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank;approved any counterparty to each Hedge Instrument. (exiv) Bank Any other documents reasonably requested by the Buyer. (xv) The Buyer shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate;Transaction Base Certificate. (fxvi) Bank The Buyer shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated herebynot be obligated to enter into more than two Transactions per Business Day.

Conditions Precedent. 18.1 Notwithstanding anything contained in this Fourth Amendment the provisions of Clause 5, the agreement of the Lender to permit the Drawdown of any Advance hereunder is subject to the contrary, Bank condition that the Lender shall have no obligation under received not later than the Drawdown Date in respect of such Advance the following documents or evidence in form and substance satisfactory to the Lender and its legal advisers: 18.1.1 a certificate as to the shareholding of each Security Party, signed by the secretary or a director of that Security Party, stating the full names of the persons or persons legally and beneficially entitled as shareholders/stockholders of the entire issued and outstanding shares/stock of that Security Party (save for the Seanergy Maritime Guarantor where reference will only be made to the issued share capital held by (or by companies affiliated with members of) the Restis and Koutsolioutsos families) and a copy, certified as a true copy by the secretary of each Security Party of the resolutions of the board of directors and of the shareholders of each Security Party authorising the transaction contemplated hereby and authorising a person or persons to sign or execute on behalf of each Security Party this Fourth Amendment until Agreement, the Notice of Drawdown, the Acknowledgement (as in the form of Schedule 2 hereof) and the Security Documents as is a party thereto; 18.1.2 the originals of any power or powers of attorney granted pursuant to Clause 18.1.1; 18.1.3 specimen signatures, duly authenticated of the person or persons referred to in Clause 18.1.1; 18.1.4 certificates or other evidence satisfactory to the Lender in its sole discretion of the existence and good standing of each Security Party, dated not more than thirty (30) days before the date of the Agreement; 18.1.5 copies, duly certified as a true copy by the respective secretaries of each Security Party of the certificate of incorporation and constitutional documents of each Security Party; 18.1.6 evidence that each Account has been duly opened by the relevant Borrower(s) or Seanergy Holdings Guarantor as appropriate and all mandate forms, signature cards and authorities have been duly delivered and that each of such accounts is free of all liens or charges other than the liens and charges in favour of the Lender referred to herein; 18.1.7 certified copies of all documents (with a certified translation if an original is not in English) evidencing any other necessary action (including but without limitation governmental approval, consents, licences, authorisations, validations or exemptions which the Lender or its legal advisers may require) by or of parties with respect to this Agreement and the Security Documents; 18.1.8 each Corporate Guarantee duly executed by the relevant Corporate Guarantor; 18.1.9 the Accounts’ Charges duly executed by each of the following conditions precedent Borrowers and the Seanergy Holdings Guarantor, as appropriate; 18.1.10 evidence that the fees payable to the Lender in accordance with Clause 26 have been fulfilled duly paid; 18.1.11 the Subordination Deed duly executed between the parties thereto; 18.1.12 evidence that an amount of seventy thousand Euros (€70,000) has been paid to the satisfaction Lender’s Greek and English law legal advisors in respect of Bank: (a) Each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied; (b) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal their fees and other expenses incurred by Bank in connection with this Fourth Amendment Agreement and the transactions contemplated hereby.other Security Documents;

Conditions Precedent. 4.1 Notwithstanding anything contained in this Fourth Amendment or the other Loan Document Amendments to the contrary, Bank shall have no the obligation under this Fourth Amendment until each of the Lender to advance that the additional $2,000,000.00 of the November 1996 Loan or any part thereof is expressly contingent on the fulfillment and/or satisfaction in the sole discretion of the Lender of the following conditions precedent have been fulfilled and the receipt by the Lender (in form and substance satisfactory to the Lender) of such documents and instruments, if any, therein required or deemed necessary by the Lender to evidence the fulfillment and/or satisfaction of Banksaid conditions precedent: (a) Each of The Borrower and the conditions set forth in Section 6.2 of Lender have executed and delivered this Amendment or have caused the Agreement shall have been satisfiedsame to be done; (b) Bank shall have received this Fourth AmendmentThe Borrower has executed and delivered to the Lender the Amended and Restated Promissory Note dated January 15, duly executed, and Bank shall have received 1997 in the Participant’s Consent attached hereto, duly executed by Fifth Third Bank principal amount of $4,000,000.00 (Central Indianathe "New Note"); (c) A duly executed certificate The Lender has received a Certificate of Resolutions, certified by the corporate secretary of the Secretary or any Assistant Secretary Borrower and setting forth a true, complete and accurate copy of the resolutions approved by the Board of Directors, of the Borrower authorizing the entering into, execution and delivery of this Amendment and the New Note by the Borrower thereunder; (Ad) certifying as The Lender has received an Opinion of Counsel for the Borrower's counsel in form and substance acceptable to attached copies the Lender; (e) The Lender has received an Officer's Certificate setting forth the following: (i) the name of Resolutions each of the duly elected and acting officers of the Borrower together with the title of each office each holds; (ii) the name and title of each officer of the Borrower who is authorized by the Board of Directors of the Borrower authorizing to enter into, execute and deliver the execution, delivery and performance Documents on behalf of the Loan Documents, as amended, Borrower and a specimen signature of each of said officers and (Biii) certifying as complete and correct as to attached copies a certified copy of a current Certificate of Good Standing of the Articles Borrower certified by the Secretary of Incorporation and By-Laws State of Borrower or certifying that such Articles the State of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estateDelaware; (f) Bank shall have The Lender has received satisfactory evidence a copy of insurance as required by the Deed Borrower's articles of Trust for Borrower’s Baltimore real estateincorporation; (g) Bank shall have The Lender has received a $32,000 amendment/waiver fee from copy of the by-laws, as amended, of the Borrower, and ; (h) The Borrower shall have reimbursed Bank for all paid to the Lender the Loan Fee (defined below); and (i) Such other agreements, certificates instruments or legal fees opinions in writing as shall be deemed by the Lender or its counsel necessary or desirable in order to more fully and completely service, protect, perfect or preserve the Lender's Security Interests and other expenses incurred by Bank interests in connection with this Fourth Amendment and to the Aircraft, and otherwise under the Documents and the transactions contemplated herebyMortgage.

Conditions Precedent. Notwithstanding anything contained in this Fourth This Amendment to shall become effective on the contrary, Bank shall have no obligation under this Fourth Amendment until each date (the “Effective Date”) upon which all of the following conditions precedent have been fulfilled to the satisfaction of Banksatisfied: (ai) Each the Administrative Agent shall have received an executed counterpart (or counterparts) of this Amendment executed on behalf of each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfiedparties hereto; (bii) Bank the Administrative Agent shall have received this Fourth Amendment, a Note duly executed, executed and Bank delivered by the New Fund Group Borrowers to the Administrative Agent in accordance with Section 3.1 of the Credit Agreement and dated the date hereof; (iii) the Administrative Agent shall have received the Participant’s Consent attached hereto, Borrower Security Agreement duly executed and delivered by Fifth Third Bank (Central Indiana)the New Fund Group Borrowers and the New General Partner, in favor of the Administrative Agent; (civ) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank Administrative Agent shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estateCollateral Account Pledge, duly executed and delivered by Borrower the New Fund Group Borrowers in favor of the form prescribed by BankAdministrative Agent; (ev) Bank the Administrative Agent shall have received a satisfactory clean title search for Borrower’s BaltimoreBorrower Control Agreement, Maryland real estateduly executed and delivered by the New Fund Group Borrowers, the Administrative Agent and the Account Agent; (fvi) Bank the Administrative Agent shall have received satisfactory evidence searches of insurance as required filings in the applicable filing offices and new Filings in connection with the security interests granted by the Deed of Trust for Borrower’s Baltimore real estateNew Fund Group Borrowers and the New General Partner, and reasonably acceptable to the Administrative Agent; (gvii) Bank the Administrative Agent shall have received an ERISA 25% Certificate substantially in the form of Exhibit L to the Credit Agreement and dated the date hereof; (viii) the Administrative Agent shall have received a $32,000 amendment/waiver fee certificate from Borrowera Responsible Officer of each of the New Fund Group Borrowers and the New General Partner substantially in the form of Exhibit M to the Credit Agreement and dated the date hereof; (ix) the Administrative Agent shall have received such information and documentation as is requested by the Lenders so that each of the Fund Group Borrowers and the New General Partner has become KYC Compliant; (x) the Administrative Agent shall have received true and complete copies of the Constituent Documents of the New Fund Group Borrowers and the New General Partner, incumbency, and Borrower certified resolutions authorizing its entry into the transactions contemplated in the Credit Agreement and in each other Loan Document to which it is a party, each as in effect on the Effective Date and reasonably satisfactory to the Administrative Agent together with certificates of existence, good standing (or other similar instruments) dated as of a recent date; (xi) the Administrative Agent shall have reimbursed Bank received an executed copy of the Administrative Agent Fee Letter, executed by each of the parties thereto and dated as of the date hereof; (xii) the Administrative Agent shall have received a favorable written opinion of counsel to the Credit Parties, including for the avoidance of doubt, the New Fund Group Borrowers and the New General Partner, in form and substance satisfactory to the Administrative Agent and its counsel, dated as of the Effective Date; (xiii) the Administrative Agent shall have received a Beneficial Ownership Certification in relation to each Credit Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation; (xiv) the Administrative Agent shall have received certified resolutions of each Credit Party (to the extent not already provided under Section 3(i) above), authorizing the entry into the transactions contemplated herein, in each case certified by a Responsible Officer of such Person as correct and complete copies thereof and in effect on the date hereof; and (xv) the Administrative Agent shall have received payment of (i) all legal accrued and unpaid interest and other fee amounts required to be paid by AB Private Credit Investors Corporation under that certain Revolving Credit Agreement dated as of November 15, 2017 (as the same may be amended, restated, supplemented or otherwise modified from time to time) in an amount equal to $11,944.72 and (ii) all reasonable fees and other expenses incurred by Bank in connection with this Fourth Amendment amounts due and payable on or prior to the transactions contemplated herebydate hereof (it being acknowledged that, to the extent invoiced prior to the date hereof, reimbursement or payment of all reasonable fees and disbursements of the Administrative Agent’s special counsel, Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, shall be received as a condition precedent to the Effective Date).

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment The obligation of AGIC to issue the Policy is subject to the contrary, Bank shall have no obligation under this Fourth Amendment until each satisfaction of the following conditions precedent have been fulfilled on or prior to the satisfaction of BankClosing Date: (a) Each The following documents shall have been duly authorized, executed and delivered by each of the conditions parties thereto (other than AGIC) and shall be in full force and effect and in form and substance satisfactory to AGIC, in the exercise of AGIC's sole discretion, and an executed counterpart of each thereof shall have been delivered to AGIC: (i) this Insurance Agreement; (ii) the Indenture, including the Schedule of Receivables; (iii) the Purchase Agreement; (iv) the Receivables Sale Agreement, including the Schedule of Receivables thereto; (v) the Placement Agent Agreement; (vi) the Indemnification Agreement; and (vii) the Premium Letter (items (i) through (vii) being, collectively, the "Transaction Documents"). (b) AGIC shall have received: (i) copies certified by the Secretary or an Assistant Secretary of each of the Issuer and Midland, dated the Closing Date, of its certificate of incorporation and by-laws and the resolutions of its Board of Directors, as the case may be, or a duly authorized committee thereof authorizing its execution and delivery of the Transaction Documents and of all documents evidencing other corporate or company action and governmental approvals, if any, that are necessary for the consummation of the transactions contemplated in such documents; (ii) a certificate, dated the Closing Date, of the secretary or an assistant secretary of each of the Issuer, the Trustee, the Backup Servicer and Midland certifying the names and true signatures of its officers authorized to sign such Transaction Documents to which it is a party; (iii) a certificate, dated the Closing Date, of a Responsible Officer of each of the Issuer and Midland certifying to the effect of the representation and warranty set forth in Section 6.2 3.01(e) hereof; (iv) each of the opinions, letters and certificates described in the closing checklist attached hereto as Exhibit B (other than any such opinion, letter or certificate required to be issued or delivered by AGIC or an agent or employee thereof), in each case (1) dated the Closing Date, (2) in full force and effect at the time of delivery thereof, (3) in form and substance satisfactory to AGIC in the exercise of its sole discretion, and (4) covering such matters as AGIC shall require in the exercise of its sole discretion; (v) evidence that one or more UCC financing statements covering the security interest of the Trustee created by or pursuant to the Indenture in the Trust Estate and the other property and rights which the Trustee is granted in the Indenture and the proceeds thereof has been executed by the Issuer in favor of the Trustee, and has been duly filed in such place or places which, in the opinion of counsel for the Issuer, Midland and AGIC, are necessary or desirable to perfect such interest; (vi) [Reserved]; (vii) evidence that one or more UCC financing statements covering the ownership interest of the Issuer in the Receivables and the other related assets assigned pursuant to the Receivables Sale Agreement has been executed by the Seller in favor of the Issuer, and assigned to the Trustee, and has been duly filed in such place or places which, in the opinion of counsel for the Issuer, the Seller and AGIC, are necessary or desirable to perfect such interest; (viii) evidence that each of the Collection Account, the Reserve Account, and the Note Payment Account have been established in accordance with the terms and conditions of the Indenture; (ix) certified copies of documents, certificates, instruments, approvals or executed copies thereof that relate to the transactions as contemplated by the Transaction Documents as AGIC may reasonably request; and (x) a specimen Note. (i) No statute, rule, regulation or order shall have been satisfied; enacted, entered or deemed applicable by any government or governmental or administrative agency or court which would make the transactions contemplated by the Transaction Documents illegal or otherwise prevent the consummation thereof, (bii) Bank no material omission or change of fact shall have received this Fourth Amendmentoccurred or come to the attention of any of Midland, duly executedthe Issuer, the Trustee, the Placement Agent or AGIC that would cause information or documents heretofore supplied to AGIC to be untrue or misleading, (iii) no other material change or omission shall have occurred or come to the attention of any of Midland, the Issuer, the Trustee, the Placement Agent or AGIC that would entitle the Placement Agent to decline to place the Notes, and Bank (iv) no material adverse change shall have received occurred in the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate security for the Notes since the date of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank;Purchase Agreement. (d) Bank No suit, action or other proceeding, investigation, or injunction or final judgment relating thereto, shall have received be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit or obtain damages or other relief in connection with the Deed consummation of Trust for Borrower’s Baltimorethe Transactions, Maryland real estateand no investigation that might result in any such suit, duly executed by Borrower in the form prescribed by Bank;action or proceeding shall be pending or threatened. (e) Bank AGIC shall have received a an executed copy of all legal opinions, certificates, accountant's reports and other documents required to be furnished by the Issuer, the Servicer, the Backup Servicer, the Trustee and Midland pursuant to any of the Transaction Documents or pursuant to the requirements of the Rating Agency (if any). Such documents shall be in form and substance satisfactory clean title search for Borrower’s Baltimoreto AGIC in the exercise of its sole discretion and each such legal opinion or certificate shall be addressed to AGIC, Maryland real estate;or accompanied by appropriate reliance letters to AGIC. (f) Bank There shall have received satisfactory evidence be on deposit in the Reserve Account a sum of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate;not less than $1,515,000 in immediately available funds. (g) Bank Simultaneously with the issuance of the Policy, the Notes shall have received a $32,000 amendment/waiver fee from Borrower, been duly executed and Borrower authenticated and delivered to the relevant Purchaser pursuant to the Purchase Agreement. (h) All fees and expenses payable hereunder or pursuant to the Premium Letter to AGIC on or prior to the Closing Date shall have reimbursed Bank for all legal fees and other expenses incurred been paid in full by Bank in connection with this Fourth Amendment and Midland or the transactions contemplated herebyIssuer.

Conditions Precedent. Notwithstanding anything contained in this Fourth This Thirteenth Amendment shall not be deemed to be effective until the contrary, Bank shall have no obligation under this Fourth Amendment until date on which each of the following conditions precedent is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement) (the “Thirteenth Amendment Closing Date”): 4.1 The Administrative Agent shall have received from each Lender, the Borrower and the Guarantors, counterparts (in such number as may be requested by Administrative Agent) of this Thirteenth Amendment signed on behalf of such Persons. 4.2 The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement. 4.3 No Default shall have occurred and be continuing, after giving effect to the terms of this Thirteenth Amendment. 4.4 The Administrative Agent shall have received such other documents as Administrative Agent or special counsel to Administrative Agent may reasonably request, including, but not limited to (a) amendments to existing mortgages to reflect the extension of the Maturity Date effected hereby, (b) additional mortgages as may be necessary to meet the requirements of Section 8.14(a), as amended hereby, (c) lien searches, including UCC searches and such other searches as the Administrative Agent may reasonably request, (d) evidence satisfactory to the Administrative Agent that the title requirements of Section 8.13 have been fulfilled met, (e) certified copies of organizational documents, resolutions of the board of directors, member or managers, as applicable of each of the Parent Guarantor and the Borrower and specimen signatures of those persons authorized to execute the Thirteenth Amendment on behalf of each of the Parent Guarantor and the Borrower and (f) good standing certificates issued by the jurisdiction of organization of each of the Parent Guarantor and the Borrower. The Administrative Agent is hereby authorized and directed to declare this Thirteenth Amendment to be closed when it has received documents confirming or certifying, to the satisfaction of Bank: (a) Each of the Administrative Agent, compliance with the conditions set forth in this Section 6.2 4 or the waiver of such conditions as permitted in Section 12.02 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement shall have been satisfied; (b) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated herebypurposes.

Conditions Precedent. Notwithstanding anything contained in The effectiveness of this Fourth Amendment and the obligations of the Bank hereunder are subject to the contrary, Bank shall have no obligation under this Fourth Amendment until each satisfaction of the following conditions precedent on or before the date hereof: A. The Borrower will have duly executed and delivered or caused to have been fulfilled to delivered each of the satisfaction of Bankfollowing: (ai) Each a fully-executed and complete copy of the conditions set forth in Section 6.2 of the Agreement shall have been satisfiedthis Amendment; (bii) Bank shall have received this Fourth Amendment, duly executed, the Amended and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)Restated Secured Demand Note; (ciii) A duly executed opinion letter(s) of counsel to the Borrower reasonably satisfactory to the Bank; (iv) a closing certificate: (a) attaching copies of the Operative Documents and the certificate of incorporation for the Secretary Borrower, or any Assistant Secretary certifying that there have been no changes to the Operative Documents and the certificate of incorporation for the Borrower previously delivered to Bank, and (Ab) certifying as to attached copies of Resolutions a copy of the Board of Directors of Borrower Borrower’s resolutions adopted authorizing the execution, delivery and performance of the Amendment and the other Loan Documents; (v) A good standing certificate (or comparable certificate) from the applicable jurisdiction of organization for the Borrower; (vi) A Borrowing Base Certificate; and (vii) Such other information and documents as may reasonably be required by the Bank and its counsel. B. The Borrower shall have (i) paid to Bank an upfront fee in the amount of $12,500.00, as amendedand (ii) paid and/or reimbursed all other invoiced fees, (B) certifying as complete costs and expenses owed to the Bank pursuant to the Loan Agreement, including the fees and disbursements invoiced through the date hereof of the Bank’s special counsel, M▇▇▇▇ ▇▇▇▇▇ LLP. C. The following statements shall be true and correct and Borrower, by executing and delivering this Amendment to the Bank, hereby certifies that the following statements are true and correct as to attached copies of the Articles date hereof: (i) The representations and warranties set forth in Section 7 of Incorporation the Loan Agreement and By-Laws each other Loan Document are true and correct as of the date hereof; (ii) No Event of Default or Material Adverse Effect has occurred and is continuing; and (iii) No consents, approvals, authorizations of, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person are required in connection with the execution, delivery and performance by Borrower of this Amendment or certifying that such Articles the other Loan Documents or the validity or enforceability against Borrower of Incorporation this Amendment or By-Laws the other Loan Documents which have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated herebyobtained.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment (a) As conditions precedent to the contraryeffectiveness of this Agreement, Bank Purchasers shall have received on or before the Effective Date (except as otherwise noted below) each of the following, in form and substance satisfactory to Purchasers and duly executed by each party thereto (as applicable): (i) Each of the Program Documents duly executed and delivered by the parties thereto and being in full force and effect, free of any modification, breach or waiver; (ii) Certificates of an officer of each of Seller and REO Subsidiary attaching certified copies of Seller’s and REO Subsidiary’s certificate of formation, operating agreement and manager resolutions, as applicable, approving the Program Documents and Transactions thereunder (either specifically or by general resolution), and all documents evidencing other necessary corporate action or governmental approvals as may be required in connection with the Program Documents; (iii) Certified copies of good standing certificates from the jurisdictions of organization of each of Seller and REO Subsidiary, dated as of no obligation earlier than the date which is ten (10) Business Days prior to the Purchase Date with respect to the initial Transaction hereunder; (iv) An incumbency certificate of the secretary of each of Seller and REO Subsidiary certifying the names, true signatures and titles of Seller’s and REO Subsidiary’s representatives who are duly authorized to request Transactions hereunder and to execute the Program Documents and the other documents to be delivered thereunder; (v) An opinion of Seller’s counsel as to such matters as Purchasers or Agent may reasonably request including, without limitation, with respect to either Purchaser’s first priority lien on and perfected security interest in the Purchased Assets, a no material litigation, non-contravention, enforceability and corporate opinion with respect to Seller, an opinion with respect to the inapplicability of the Investment Company Act of 1940 (the “1940 Act Opinion”) to Seller, an opinion that this Agreement constitutes a “repurchase agreement” and a “securities contract” within the meaning of the Bankruptcy Code and an opinion that no Transaction constitutes an avoidable transfer under Section 546(f) of the Bankruptcy Code, in form and substance acceptable to Purchasers and Agent in their reasonable discretion, and from nationally recognized outside counsel acceptable to Purchasers and Agent in their reasonable discretion; provided, however, that Seller is permitted to provide the 1940 Act Opinion to Purchaser after but no later than fifteen (15) days following the Effective Date; (vi) Seller shall have paid to Purchasers and Purchasers shall have received all accrued and unpaid fees and expenses owed to Purchasers in accordance with the Program Documents, including without limitation, the Structuring Fee then due and owing pursuant to Section 2 of the Pricing Side Letter, and any fees due and owing to the Verification Agent, in each case, in immediately available funds, and without deduction, set-off or counterclaim; (vii) A copy of the insurance policies required by Section 14(q) of this Fourth Amendment until Agreement; (viii) Purchasers and/or Agent shall have completed the due diligence review pursuant to Section 36, and such review shall be satisfactory to Purchasers and Agent in their sole discretion; (ix) Evidence that all other actions necessary to perfect and protect related Purchaser’s interest in the related Purchased Assets have been taken, including, without limitation, the establishment of the Collection Account, and duly executed and filed Uniform Commercial Code financing statements acceptable to Purchasers and covering the Purchased Assets on Form UCC1; (x) Seller shall have provided evidence, satisfactory to Purchasers and Agent, that Seller’s Approvals are in good standing; and (xi) Any other documents reasonably requested by Purchasers or Agent. (b) As conditions precedent to each Transaction (including the initial Transaction), each of the following conditions precedent have been fulfilled to the satisfaction of Bank: (a) Each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied;: (bi) Bank Purchasers or the related Purchaser’s designee shall have received on or before the Purchase Date with respect to Eligible Assets that are to be the subject of such Transaction (unless otherwise specified in this Fourth AmendmentAgreement) the following, in form and substance satisfactory to the related Purchaser and (if applicable) duly executed, : (A) Seller shall have paid to Purchasers and Bank Purchasers shall have received all accrued and unpaid fees and expenses owed to Purchasers in accordance with the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower Program Documents in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrowerimmediately available funds, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated hereby.without deduction, set-off or counterclaim;

Conditions Precedent. Notwithstanding anything contained in Before this Fourth Amendment to the contraryAgreement becomes effective and any party becomes obligated under it, Bank shall have no obligation under this Fourth Amendment until each all of the following conditions precedent have been fulfilled to the satisfaction of Bank: (a) Each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied;satisfied in a manner acceptable to Agent in its sole judgment (such date when all the following conditions are so satisfied being the “Modification Effective Date”): (b) 7.1 The payments of the Exiting Lenders Payoffs, the First Bank Payoff Costs and the Cathay Bank Payoff Costs shall have been made. 7.2 Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each duly executed by an authorized signatory of each party thereto and each in form and substance satisfactory to Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless Agent otherwise agrees or directs): 7.2.1 this Fourth Amendment, duly executed, Agreement; and 7.2.2 the Reaffirmation of Subordination Agreement and Bank Consent to Modification and Waiver executed by JMC in the form attached hereto. 7.3 Agent shall have received such documentation as Agent may reasonably require to establish the Participant’s Consent attached heretodue organization, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate valid existence and good standing of the Secretary any guarantor or other party to any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amendedits qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, (B) certifying as complete its authority to execute, deliver and correct as perform the Loan Documents to attached which it is a party, the identity, authority and capacity of each authorized signatory thereof authorized to act on its behalf, including certified copies of articles of organization and amendments thereto, bylaws and operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank;like. (d) Bank 7.4 Agent shall have received any other agreements, resolutions, documents, opinion letters, entity documents, UCC and litigation searches, and information relating to the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; Loan (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory including evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g's authority to enter into this Agreement) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank that Agent may reasonably require or request in connection with this Fourth Amendment Agreement or in accordance with the other Loan Documents, including but not limited to documents reaffirming Agent's security interest in the Collateral as required according to local law practices. 7.5 All of the representations and warranties of Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the transactions contemplated herebydate of this Agreement.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment The obligations of the Lenders and the Issuing Bank to make the Loans and to issue Letters of Credit are subject to the contrary, Bank shall have no obligation under this Fourth Amendment until satisfaction of each and all of the following conditions precedent have been fulfilled to on or before the satisfaction of BankClosing Date: (a) Each the Administrative Agent shall have received the following agreements, documents, certificates, and opinions in form and substance satisfactory to the Administrative Agent and the Lenders in their reasonable discretion and, where applicable, duly executed and delivered by the parties thereto: (i) this Agreement; (ii) the Notes; (iii) the Security Agreement; (iv) the Stock Pledge Agreement; (v) evidence satisfactory to the Administrative Agent in its reasonable discretion that (i) Silicon Valley Bank (“SVB”) or Tripwire has terminated all lending commitments of SVB to Tripwire, and (ii)(A) SVB has terminated SVB’s Liens against the Collateral, or (B) SVB has authorized Tripwire and the Administrative Agent to terminate SVB’s Liens against the Collateral, subject only to conditions, if any, satisfactory to the Administrative Agent in its reasonable discretion; (vi) the articles of incorporation and bylaws of Tripwire, and all amendments and supplements thereto, certified by the Secretary of Tripwire as being a true, complete, and correct copy thereof; (vii) a certificate of the conditions set forth in Section 6.2 Secretary or an Assistant Secretary of Tripwire with respect to resolutions of the Agreement shall have been satisfieddirectors of Tripwire authorizing the execution and delivery of the Loan Documents and identifying the officer or officers authorized to execute, deliver, and take all other actions required under this Agreement, and providing specimen signatures of such officer or officers; (viii) a certificate of the Delaware Secretary of State as of a recent date indicating that Tripwire is duly organized and formed, and is validly existing and in good standing in Delaware; (ix) a written opinion of counsel to Tripwire covering such matters relating to Tripwire, the Loan Documents, the Loans, the Letters of Credit, and the Collateral as the Administrative Agent reasonably may require; and (x) such other documents, instruments, opinions, and certificates that the Administrative Agent reasonably may deem necessary or appropriate; (b) Bank all necessary filings and recordings against the Collateral shall have received this Fourth Amendment, duly executed, been completed and Bank the Administrative Agent’s liens on the Collateral shall have received been perfected, as contemplated by this Agreement and the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)Security Agreement; (c) A duly executed certificate Tripwire shall have reimbursed (or shall be irrevocably committed to reimburse) the Administrative Agent for reasonable attorneys’ fees and out-of-pocket costs incurred by the Administrative Agent through the Closing Date in connection with the inspection of the Secretary or any Assistant Secretary Collateral and the negotiation and preparation of Borrower (A) certifying as to attached copies of Resolutions of this Agreement and the Board of Directors of Borrower authorizing the execution, delivery and performance of the other Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank Tripwire shall have received delivered the Deed Initial Financial Statement to the Lenders and the Lenders shall have determined, in their reasonable discretion, that the financial condition of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower Tripwire reflected in the form prescribed by BankInitial Financial Statement is acceptable to the Lenders; (e) Bank Tripwire shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estatepaid to the Administrative Agent any fees then owed pursuant to the Agent Fee Letter; (f) Bank no litigation, arbitration, proceeding, or investigation shall be pending or threatened that questions the validity or legality of the transactions contemplated by any Loan Document or seeks a restraining order, injunction, or damages in connection therewith, or which, in the reasonable judgment of the Administrative Agent or the Lenders, reasonably could be expected to adversely affect the transactions contemplated hereby, or have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estatea Material Adverse Effect; (g) Bank the Administrative Agent in its reasonable discretion shall have determined that no Material Adverse Effect has occurred; (h) the Administrative Agent shall have received a $32,000 amendment/waiver fee written certification of a Responsible Officer that the representations and warranties of Tripwire set forth in Article VIII of this Agreement are accurate as of the Closing Date and that no Default or Event of Default exists (or would result from Borrowerthe funding of the initial Loan); and (i) the Administrative Agent and the Lenders shall have received such other statements, opinions, certificates, documents, and Borrower shall have reimbursed Bank for all legal fees information with respect to the business, assets, financial condition, and other expenses incurred by Bank in connection with this Fourth Amendment prospects of Tripwire that the Administrative Agent and the transactions contemplated herebyLenders reasonably may request. If Tripwire fails to satisfy any of the above referenced conditions precedent by the Closing Date, and such conditions are not waived or deferred (in writing) by the Administrative Agent in its sole and absolute discretion, this Agreement shall not become effective.

Conditions Precedent. Notwithstanding anything contained The conditions referred to in this Fourth Amendment Clause 3.1 are that the Lender shall have received the following documents and evidence in all respects in form and substance satisfactory to the contrary, Bank shall have no obligation under this Fourth Amendment until each of Lender and its lawyers on or before 31 January 2011 or such later date as the following conditions precedent have been fulfilled to Lender may agree with the satisfaction of BankBorrower and the other Security Parties: (a) Each documents of the conditions set forth kind specified in Section 6.2 Schedule 2, Part A, paragraphs 2, 3, 4 and 5 of the Loan Agreement shall have been satisfiedas amended and supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement, the Mortgage Addendum and the Co-ordination Agreement; (b) Bank shall have received a duly executed original of this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, Agreement duly executed by Fifth Third Bank (Central Indiana)the parties to it; (c) A a duly executed certificate original of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to BankMortgage Addendum; (d) Bank shall have received evidence that the Deed agent for service of Trust for Borrower’s Baltimore, Maryland real estate, duly executed process appointed by Borrower in the form prescribed by BankSecurity Parties under this Agreement has accepted such appointment; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estatefavourable legal opinions from lawyers appointed by the Lender on such matters concerning the laws of the ▇▇▇▇▇▇▇▇ Islands and Panama; (f) Bank shall have received satisfactory evidence that the provisions of insurance clause 8.1(d)(i) and (ii) of the Loan Agreement, as required amended and supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement, are complied with both as at the Deed date of Trust for Borrower’s Baltimore real estatethis Agreement and the Effective Date; (g) Bank shall evidence that each of the TBS Credit Facilities (other than the Loan) have received been restructured upon the Effective Date as per the Global Restructuring Term Sheet with the approval of all of the creditors under such TBS Credit Facilities; (h) evidence, reasonably satisfactory to the Lender, that funding or a $32,000 amendment/waiver fee from Borrowercommitment to fund new capital in the New Guarantor is in place in accordance with Clause 4 including evidence that the Initial Capital Infusion has been made; (i) schedule of capital expenditure necessary to complete the construction programmes in respect of any current newbuildings and to maintain the existing fleet of the New Guarantor and its subsidiaries’ approved by the Lender and attached hereto as Appendix F; and (j) any further opinions, consents, agreements and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank documents in connection with this Fourth Amendment Agreement and the transactions contemplated herebyFinance Documents which the Lender may reasonably request by notice to the Security Parties prior to the Effective Date.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment As a condition precedent to the contraryeffectiveness of this Amendment No. 2, Bank the Liquidity Agent shall have no obligation under this Fourth Amendment until each of received the following conditions precedent have been fulfilled items in form and substance satisfactory to the satisfaction of Bankit: (a) Each fully executed counterparts of (i) this Amendment No. 2; (ii) Amendment to Guaranty and (iii) the Fee Agreement, dated as of the conditions set forth in Section 6.2 of date hereof, between the Agreement shall have been satisfiedLessee and the Liquidity Agent (the "Fee Agreement"); (b) Bank shall have received this Fourth Amendment, duly executed, a fully executed counterpart of the PCS Pledge Agreement and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank ▇▇▇▇▇▇▇▇▇.▇▇▇ Pledge Agreement (Central Indiana);as such terms are defined in the Credit Agreement) showing a lien for the benefit of the Collateral Agent and the Secured Parties under the Intercreditor Agreement. (c) A duly executed any and all fees payable to the Lessor, the Liquidity Providers and the Liquidity Agent in connection with this Amendment No. 2, including, without limitation, the fees payable under the Fee Agreement, together with all costs and expenses incurred by the Liquidity Agent in connection with the preparation, execution and delivery of the Amendment Documents; (d) certificates from the Secretary of State of the State of Delaware evidencing the good standing each of the Lessee and the Guarantor; (e) a certificate of from the Secretary or any an Assistant Secretary of Borrower the Lessee certifying (Ai) certifying as to attached copies of Resolutions the incumbency and signature of the Board officer of the Lessee to execute and deliver the Amendment Documents to which it is a party, (ii) that the charter and by-laws of the Lessee are in full force and effect and have not been amended or modified since the date last delivered to the Liquidity Agent, and (iii) that attached thereto is a true and complete copy of the resolutions of the Boards of Directors of Borrower the Lessee authorizing the execution, delivery and performance of the Loan Amendment Documents, the performance of the Lease, as amendedamended by the Amendment Documents, (B) certifying as complete and correct the transactions contemplated thereby, together with a certification by another officer of the Lessee as to attached copies the incumbency and signature of the Articles of Incorporation and By-Laws of Borrower such Secretary or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estateAssistant Secretary; (f) Bank shall have received satisfactory evidence a certificate from a Responsible Officer of insurance the Lessee, certifying that, to the best knowledge of such officer, the representations and warranties contained in Section 6.2 of the Lease are true and correct on and as required of the date of such certificate and after giving effect to the Amendment Documents and that no Default or Event of Default has occurred or is continuing or would result from the execution, delivery and performance of the Amendment Documents or the performance of the Lease, as amended by the Deed of Trust for Borrower’s Baltimore real estateAmendment Documents; (g) Bank shall have received a $32,000 amendment/waiver fee legal opinion addressed to the Liquidity Agent from Borrowerthe outside or General Counsel to the Lessee and the Guarantor as to the due authorization, execution and binding effect of the Amendment Documents, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment the Lease and the transactions contemplated herebyGuaranty, as amended by the Amendment Documents, in form and substance satisfactory to the Liquidity Agent and its counsel; and (h) Such other documents, instruments certificates and information as the Liquidity Agent on behalf of itself and/or the other Required Participants may request.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment The amendments and supplements to the contraryCredit Agreement contained herein shall be effective as of January 1, Bank shall have no obligation under this Fourth Amendment until each 2011 and upon, and subject to, the satisfaction of the following conditions precedent have been fulfilled to the satisfaction of Bankon or before January 7, 2011: (a) Each of the conditions set forth in Section 6.2 of the Agreement Borrower shall have been satisfiedpaid to the Agent, for each Lender, the fees required to be paid pursuant to Section 4 hereof; (b) Bank the Plan of Arrangement (2010) shall have received this Fourth Amendment, duly executed, been completed in accordance with the terms set forth therein (and Bank without material amendment thereto) and the Borrower shall have received be a Wholly Owned Subsidiary of the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)Parent; (c) A duly each Material Subsidiary that remains after the Plan of Arrangement (2010) has been completed (except Baytex Luxembourg and the Borrower) shall have executed certificate and delivered to the Agent on behalf of the Secretary or any Assistant Secretary Lenders a Confirmation of Borrower (A) certifying Guarantee and Security in the form attached hereto as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (Schedule B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank the Parent shall have received fully executed and delivered to the Deed of Agent: (i) new Security; (ii) a subordination agreement (in form and substance substantially the same as the Subordination Agreement (Baytex Trust), with such conforming changes as the Agent may require, acting reasonably); and (iii) a guarantee (in form and substance substantially the same as the Baytex Trust for Borrower’s BaltimoreGuarantee, Maryland real estatewith such conforming changes as the Agent may require, duly executed acting reasonably), each in form and substance satisfactory to the Lenders (acting reasonably), and all registrations, filings and recordings necessary or desirable (as determined by Borrower the Lenders' Counsel, acting reasonably) in the form prescribed by Bankconnection with such Security shall have been made and completed; (e) Bank the Parent and each Material Subsidiary that remains after the Plan of Arrangement (2010) has been completed (other than Baytex Luxembourg) shall have received delivered to the Agent, if applicable, a satisfactory clean title search for Borrower’s Baltimorecurrent certificate of status, Maryland real estatecompliance or good standing, as the case may be, in respect of its jurisdiction of incorporation, certified copies of its constating documents, by-laws and other organizational documents (or a certification there have been no changes thereto (i) in respect of B▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) in respect of Baytex U.S., since June 28, 2010; and (ii) in respect of Baytex Oil & Gas Ltd. and Baytex Energy Partnership, since June 4, 2008) and the resolutions authorizing the Documents to which it is a party and the transactions thereunder and an officers' certificate as to the incumbency of the officers thereof signing the Documents to which it is a party; (f) Bank the Borrower shall have received delivered to the Agent a current certificate of status, compliance or good standing, as the case may be, in respect of its jurisdiction of incorporation and an officer's certificate, which shall be in form and substance satisfactory evidence to the Agent and Lenders' Counsel, each acting reasonably, attaching: (i) the articles and by-laws of insurance the Borrower (or a certification that there have been no changes to thereto since June 28, 2010); (ii) the resolutions authorizing the Documents to which it is a party and the transactions thereunder; and (iii) the Final Order and certifying: (A) the incumbency of the officers thereof signing the Documents to which it is a party; (B) each of the matters set forth in clauses (i), (ii), and (vi), (vii), (viii) and (ix) of Section 10.2.2 of the Credit Agreement; (C) that the Plan of Arrangement (2010) has been completed in accordance with the terms set forth therein and the Borrower is a Wholly Owned Subsidiary of the Parent; and (D) that each of the representations and warranties set forth in Section 9.1 of the Credit Agreement is true and correct in all material aspects as required by of January 1, 2011 taking into account the Deed amendments effected hereby and that the Parent has not yet delivered any financial statements pursuant to Section 9.1(k) of Trust for Borrower’s Baltimore real estate;the Credit Agreement. (g) Bank the Agent and the Lenders shall have received a $32,000 amendment/waiver fee legal opinions from counsel to the Borrower, the Parent and Borrower shall have reimbursed Bank for all legal fees each Material Subsidiary (other than Baytex U.S. and other expenses incurred by Bank Baytex Luxembourg) respecting this Agreement, the Documents to be entered into pursuant to this Agreement (including the Documents referenced in connection with this Fourth Amendment clauses (c) and (d) above) and the transactions contemplated herebyhereby in form and substance satisfactory to the Lenders in their sole discretion; and (h) receipt by each Lender, as applicable, of all information, including supporting documentation and other evidence, reasonably requested by any such Lender or the Agent pursuant to any anti-money laundering, anti-terrorist financing, government sanction and "know your client" laws at least 5 Business Days prior to December 31, 2010. The foregoing conditions precedent are inserted for the sole benefit of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions).

Conditions Precedent. Notwithstanding anything contained SECTION 3.01 The effectiveness of the amendments in Article II of this Fourth Amendment is subject to the contrary, Bank shall have no obligation under this Fourth Amendment until each satisfaction of the following conditions precedent have been fulfilled to the satisfaction of Bankprecedent: (a) Each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied; (b) Bank The Lenders shall have received (i) this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank the Borrower and the Lenders, (Central Indiana); (cii) A duly executed a certificate of the Secretary or any Assistant Secretary of the Borrower acknowledging (A) certifying as to attached copies of Resolutions of that the Borrower’s Board of Directors of Borrower authorizing has adopted, approved, consented to and ratified resolutions which authorize the execution, delivery and performance by the Borrower of the Loan Documentsthis Amendment, as amended, and (B) certifying the names of the officers of the Borrower authorized to sign this Amendment together with specimen signatures of such officers, (iii) a Consent and Ratification of the existing Guaranty Agreements, substantially in the form of Exhibit G to the Credit Agreement, executed by each Guarantor and (iv) such additional documents, instruments and information as complete the Agents or any Lender may reasonably request; (b) The representations and warranties contained herein and in the Credit Agreement, as amended hereby, and the other Credit Documents shall be true and correct in all material respects as to attached copies of the Articles date hereof, as if made on the date hereof; (c) After giving effect to this Amendment, no Default or Event of Incorporation Default shall have occurred and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bankbe continuing; (d) Bank All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall have received be satisfactory to the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in Agents and the form prescribed by BankRequired Lenders and their legal counsel; (e) Bank Borrower shall have received a satisfactory clean title search for Borrower’s Baltimorepaid (i) the commitment fee accrued pursuant to Section 2.06 of the Credit Agreement (prior to giving effect to this Amendment) through the date of this Amendment and (ii) the commitment fee described in Section 4.01 of this Amendment, Maryland real estate;which is due and payable on the date hereof; and (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for paid all legal reasonable fees and other expenses incurred by Bank counsel to Agent and Lenders in connection with this Fourth Amendment and the transactions contemplated herebyby this Amendment, including, without limitation, all reasonable fees and expenses incurred in connection with the preparation of this Amendment and any other loan documentation related thereto.

Conditions Precedent. Notwithstanding anything contained in this Fourth This Fifth Amendment to the contrary, Bank shall have no obligation under this Fourth Amendment until become effective upon satisfaction of each of the following conditions precedent have been fulfilled to the satisfaction of Bankprecedent: (a) Each of the conditions set forth in Section 6.2 of the Agreement Borrowers, Lender and Retiring Lender shall have been satisfiedexecuted and delivered to each other this Fifth Amendment; (b) Bank Canadian Borrowers shall have received this Fourth Amendment, duly executed, executed and Bank delivered to Lender the Canadian Revolving Loan Note and the Canadian Security Documents and the US Borrowers shall have received executed and delivered to Lender the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)amended and restated US Revolving Loan Note; (c) A duly executed certificate Each Borrower shall have delivered to the Lender a Certificate of the Secretary (or any Assistant Secretary comparable document) of Borrower (A) certifying as to attached copies such Borrower, together with true and correct copies, of Resolutions the resolutions of the Board of Directors of Borrower (or comparable governing body) authorizing or ratifying the execution, delivery and performance of this Fifth Amendment, with respect to US Borrowers the amended and restated US Revolving Loan DocumentsNote and, as amendedwith respect to Canadian Borrowers, (B) certifying as complete the Canadian Revolving Loan Note and correct as the Canadian Security Documents to attached copies be executed by Canadian Borrowers and the names of the Articles officer or officers of Incorporation each such Borrower authorized to sign this Fifth Amendment, the amended and By-Laws restated US Revolving Note and, with respect to Canadian Borrowers, the Canadian Revolving Note and the Canadian Security Documents to be executed by each such Borrower together with a sample of Borrower or certifying that the true signature of each such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bankofficer; (d) Bank Simultaneously with the closing of this Fifth Amendment, Borrowers shall have received paid to Lender all fees, expenses or other amounts due Lender which fees, expenses or other amounts are due or become due on or prior to the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by BankFifth Amendment Effective Date; (e) Bank shall Since July 31, 2016 there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estateMaterial Adverse Effect; (f) Bank the Lender and Canadian Term Loan Lender shall have received satisfactory evidence of insurance as required by executed and delivered to each after the Deed of Trust for Borrower’s Baltimore real estateIntercreditor Agreement; (g) Bank Canadian Borrowers shall have delivered to the Lender a Canadian Borrowing Base Certificate as of September 30, 2016 in form and substance acceptable to the Lender; (h) the Lender shall have received a $32,000 amendment/waiver fee from Borrowersufficiently in advance of closing all documentation and other information required by bank regulatory authorities under applicable "know your customer" and Anti-Money Laundering rules and regulations, and including, without limitation, the USA PATRIOT Act; and (i) the Borrower Agent shall have reimbursed Bank for all legal fees delivered to the Lender revised schedules to the Credit Agreement to reflect the addition of the Canadian Borrowers as Loan Parties and other expenses incurred by Bank in connection with this Fourth matters occurring since the Closing Date. The date on which all of the above conditions precedent have been satisfied or waived is hereinafter referred to as the "Fifth Amendment and the transactions contemplated herebyEffective Date."

Conditions Precedent. Notwithstanding anything contained in SECTION 4.1 CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AGREEMENT. ----------------------------------------------------------- The effectiveness of this Fourth Amendment Agreement and the obligations of the Bank hereunder shall be subject to the contrary, Bank shall have no obligation under this Fourth Amendment until each of the following conditions precedent have been fulfilled to the satisfaction of Bankprecedent: (a) Each The Borrower will have executed and delivered to the Bank the Note, the Collateral Bailment Agreement, the Restricted Account and Security Agreement, the Irrevocable Instructions and Power of Attorney, the conditions set forth in Section 6.2 Custodian Agreement, the Financing Statements and an original counterpart of the Agreement shall have been satisfied;this Agreement. (b) Bank shall The Bailee will have received this Fourth Amendmentexecuted and delivered the Collateral Bailment Agreement, duly executed, the Custodian Agreement and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)Restricted Account and Security Agreement; (c) A duly The initial Custodian will have executed certificate and delivered its consent to the Irrevocable Instructions and Power of Attorney to the Bank; (d) The Borrower shall have deposited One Thousand Dollars ($1,000) into the Custodian Account and established an investment account with the Bailee in a minimum amount of Seven Million Five Hundred Thousand Dollars ($7,500,000); (e) The Borrower will have otherwise fully complied with all of the terms and conditions of the Loan Documents; (f) The Borrower will have delivered to the Bank the following, in form and substance acceptable to the Bank: (i) a copy of the Certificate of Incorporation of Borrower certified by the Secretary of State of Delaware; (ii) a copy of the by-laws of the Borrower certified by its Secretary or any Assistant Secretary Secretary; (iii) a copy of Borrower (A) certifying as to attached copies of Resolutions resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance by the Borrower of this Agreement, the Note, the Loan Documents and all instruments and documents provided for herein or therein, certified by the Secretary or Assistant Secretary of the Borrower; (iv) a good standing certificate for the Borrower, dated as of a date not more than ten (10) days prior to the Closing Date from the Secretary of State of the State of Delaware, and any state where Borrower is qualified to transact business as a foreign corporation; (v) an incumbency certificate with respect to the officers of the Borrower, certified by its Secretary or Assistant Secretary; (vi) a copy of the most recent management letter from the Borrower's accountants; and (vii) a copy of the most recent account statements with respect to Borrower's investment accounts at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and BankBoston. (g) Counsel of the Borrower will have delivered to the Bank its favorable legal opinion as to the due organization, existence, qualification to do business, and good standing of the Borrower, the due authorization, execution and enforceability of this Agreement and the other Loan Documents, the perfection of the security interests granted under the Loan Documents, the absence of pending and threatened litigation, the non- contravention of other documents, instruments, laws, and regulations, and such other matters as amendedthe Bank may require, (B) certifying as complete in form and correct as substance reasonably satisfactory to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (dh) The Bank shall have received the Deed of Trust for Borrower’s BaltimoreLoan Fee and all other fees and expenses (including, Maryland real estatewithout limitation, duly executed by Borrower Bank's legal fees and expenses incurred in the form prescribed by Banknegotiation and preparation of the Loan Documents and any other fees and expenses of the Bank for UCC searches or filing fees) required to be paid to Bank on or before the Closing Date; (ei) All representations and warranties of the Borrower contained herein are true and correct as of the Closing Date and Borrower will have executed and delivered to Bank such certificates with respect thereto as Bank may require; and (j) The Bank shall have received a satisfactory clean title search for the results of UCC searches with respect to the Borrower’s Baltimore's assets indicating no liens other then Permitted Liens, Maryland real estate; (f) or to the extent such liens which are not Permitted Liens are of record, the Bank shall have received satisfactory evidence termination of insurance as required by the Deed such liens in form and substance appropriate for recording, including, without limitation, termination of Trust for Borrower’s Baltimore real estateliens in favor of BankBoston; (gk) Bank There shall have received a $32,000 amendment/waiver fee from Borroweroccurred no materially adverse change in the financial condition, business or prospects of the Borrower between (i) the date of the most recent Financial Statements provided to the Bank and (ii) the Closing Date; and (l) The Borrower shall have reimbursed provided the Bank for all legal fees or has caused to be provided to the Bank by the Custodian a current list of investments held in the Custodian Account, and other expenses incurred by Bank which is in connection with this Fourth Amendment form and substance satisfactory to the transactions contemplated herebyBank.

Conditions Precedent. Notwithstanding anything contained in The effectiveness of this Fourth Amendment Modification is subject to receipt by the contrary, Bank shall have no obligation under this Fourth Amendment until Administrative Agent of each of the following conditions precedent have been fulfilled following, each in form and substance satisfactory to the satisfaction of BankAdministrative Agent: (a) Each a counterpart of this Modification duly executed by the Borrower, each Guarantor, the Administrative Agent and each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied;Lenders; and (b) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received payment by Borrower to the Participant’s Consent attached hereto, duly executed Administrative Agent (for the benefit of the Lenders) of an extension/modification fee equal to $750,000.00 (15 basis points multiplied by Fifth Third Bank (Central Indianathe Aggregate Commitments); (c) A duly executed certificate payment by Borrower of (i) all other amounts payable by Borrower under or in connection with that certain fee letter among Borrower, Administrative Agent and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and dated as of September 26, 2013; (ii) all outstanding fees and expenses of the Secretary Administrative Agent and the Administrative Agent’s counsel incurred in connection with the preparation, review or any Assistant Secretary negotiation of Borrower (A) certifying as this Modification and all other amendments, restatements, supplements or negotiations related to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan DocumentsDocuments or the Loan and (ii) all other fees and expenses relating to the preparation, as amendedexecution and delivery of this Modification or otherwise related to the Credit Agreement or the Loan Documents which are due and payable on the date hereof pursuant to the terms of any Loan Document (including, (B) certifying as complete without limitation, any costs incurred for appraisals, insurance, tax services, engineering, inspections, searches and correct as to attached copies of recording and attorneys’ fees incurred in connection with the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bankabove); (d) Bank shall have received a current Certificate of Existence/Good Standing for the Deed of Trust for Borrower’s BaltimoreBorrower and each Guarantor, Maryland real estate, duly executed issued by Borrower the jurisdiction in the form prescribed by Bankwhich such entity is organized; (e) Bank shall certificate of “no change” from the Borrower and each Guarantor, certifying that each such party’s organizational documents have received a satisfactory clean title search for Borrower’s Baltimorenot been amended since November 10, Maryland real estate2011, or have not been amended except to the extent of such amendments as have been attached to such certificates as have been provided to Administrative Agent in writing; (f) Bank shall have received satisfactory evidence original counterparts of insurance as required by resolutions and an IRS form w-9 from the Deed Borrower and each Guarantor, authorizing the execution and delivery of Trust for Borrower’s Baltimore real estatethis Modification; (g) Bank shall have received a $32,000 amendment/waiver fee from Borroweran opinion of oustside counsel for the Borrower and Guarantors as to the due authorization, effectiveness and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with enforceability of this Fourth Amendment Modification and the transactions contemplated herebyCredit Agreement as modified by this Modification with respect to such parties; and (h) such other documents, instruments and agreements as the Administrative Agent may reasonably request.

Conditions Precedent. Notwithstanding anything contained in The effectiveness of this Fourth Amendment is subject to receipt by the contrary, Bank shall have no obligation under this Fourth Amendment until Administrative Agent of each of the following conditions precedent have been fulfilled in form and substance satisfactory to the satisfaction of BankAdministrative Agent: (a) Each a counterpart of this Amendment duly executed by the Borrower, the Administrative Agent and each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfiedLenders; (bi) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, a Revolving Note duly executed by Fifth Third the Borrower payable to the order of Deutsche Bank AG New York Branch and (Central Indiana)ii) replacement Revolving Notes duly executed by the Borrower payable to the order of each Lender whose Revolving Commitment has changed pursuant to this Amendment, in each case, in a principal amount equal to the amount of its Revolving Commitment as set forth on Schedule I attached hereto; (c) A duly an opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, counsel to the Borrower, addressed to the Administrative Agent and the Lenders and covering the Borrower, this Amendment, the Credit Agreement as amended by this Amendment, any other Loan Documents executed certificate of by the Secretary or any Assistant Secretary of Borrower (A) certifying in connection with this Amendment and such other matters as to attached copies of Resolutions of reasonably requested by the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to BankAdministrative Agent; (d) Bank shall have received the Deed declaration of Trust for Borrower’s Baltimore, Maryland real estate, duly executed trust of the Borrower certified as of a recent date by Borrower in the form prescribed by BankDepartment of Assessments and Taxation of the State of Maryland; (e) Bank shall a Certificate of Status with respect to the Borrower issued as of a recent date by the Department of Assessments and Taxation of the State of Maryland and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which the Borrower is required to be so qualified and where failure to be so qualified could reasonably be expected to have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estateMaterial Adverse Effect; (f) Bank shall have received satisfactory evidence a certificate of insurance as required incumbency signed by the Deed Secretary or Assistant Secretary (or other individual performing similar functions) of Trust for Borrower’s Baltimore real estatethe Borrower with respect to each of the officers of the Borrower authorized to execute and deliver this Amendment and any other agreements or documents executed by the Borrower in connection with this Amendment (collectively, the “Amendment Documents”); (g) Bank shall have received copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower of (A) the by-laws of the Borrower and (B) all trust or other necessary action taken by the Borrower to authorize the execution and delivery of the Amendment Documents and performance of the Amendment Documents and the Credit Agreement as amended by this Amendment; (h) a $32,000 amendment/waiver fee from Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending December 31, 2015; (i) a Disbursement Instruction Agreement substantially in the form of Exhibit K attached hereto effective as of the date of this Amendment; (j) a certificate of the Borrower, signed on behalf of the Borrower by a Responsible Officer of the Borrower, certifying that (i) since December 31, 2015, there has not been any material adverse condition or material adverse change in or affecting, nor has any circumstance or condition occurred that could reasonably be expected to result in a material adverse change in, or have a material adverse effect on, the business, assets, liabilities, financial condition or results of operations of the Borrower and its subsidiaries, taken as a whole, (ii) no Default or Event of Default has occurred and is continuing as of the date hereof nor will exist immediately after giving effect to this Amendment and (iii) the representations and warranties made or deemed made by the Borrower shall and each other Loan Party in the Loan Documents (including this Amendment) to which any of them is a party are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is true and correct in all respects) on and as of the date hereof immediately after giving effect to this Amendment except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty was true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited thereunder; (k) evidence that (i) all fees due and payable to the Administrative Agent, the Lenders and the arrangers pursuant to those certain fee letters by and among the Borrower, the arrangers and the Administrative Agent have reimbursed Bank for been paid and (ii) all legal fees, expenses and reimbursement amounts due and payable to the Administrative Agent and the arrangers, including without limitation, the reasonable fees and expenses of counsel to the Administrative Agent, have been paid; and (l) such other expenses incurred by Bank in connection with this Fourth Amendment documents, agreements and instruments as the transactions contemplated herebyAdministrative Agent, or any Lender through the Administrative Agent, may reasonably request.

Conditions Precedent. Notwithstanding anything contained in The effectiveness of this Fourth Amendment is subject to the contrary, Bank shall have no obligation under following: (i) Execution and delivery of this Fourth Amendment until executed by each of the following conditions precedent have been fulfilled to Borrower, the satisfaction of Bank: Canadian Borrowers, the Guarantors, the Administrative Agent, the Continuing Lenders (aas hereinafter defined) Each of and the conditions set forth in Section 6.2 of the Agreement shall have been satisfied; New Lenders (b) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indianaas hereinafter defined); (cii) A duly executed certificate The Administrative Agent shall have received for each Lender copies of STA Holdings’, the Borrower’s, each Canadian Borrower’s and each Guarantor’s articles of incorporation and bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (to the extent that any of the Secretary foregoing documents (i) has been previously delivered in connection with the Credit Agreement or any Assistant Secretary a previous amendment to the Credit Agreement and (ii) has not been amended since the date of such delivery and continues to be in full force and effect, the Borrower, Canadian Borrower or such Guarantor, as applicable, may deliver to the Administrative Agent an officer’s certificate to such effect in lieu of such document (Asuch certificate shall state when such document was previously delivered)); (iii) certifying as to attached The Administrative Agent shall have received for each Lender copies of Resolutions resolutions of STA Holdings’, the Borrower’s, each Canadian Borrower’s and each Guarantor’s Board of Directors of Borrower authorizing the execution, delivery and performance of this Amendment and the other Loan DocumentsDocuments to which it is a party and the consummation of the transactions contemplated hereby and thereby, as amendedtogether with specimen signatures of the persons authorized to execute such documents on behalf of STA Holdings, each Canadian Borrower, the Borrower and each Guarantor, all certified in each instance by its Secretary or Assistant Secretary; (Biv) certifying as complete and correct as to attached The Administrative Agent shall have received for each Lender copies of the Articles certificates of Incorporation good standing or certificate of status, as applicable for STA Holdings, the Borrower, each Canadian Borrower, the Parent and By-Laws each Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of Borrower the secretary of state or certifying that such Articles other relevant government official of Incorporation the jurisdiction of its incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bankorganization; (dv) Bank The Administrative Agent shall have received for each Lender the Deed favorable written opinion of Trust for counsel to STA Holdings, the Borrower’s Baltimore, Maryland real estatethe Canadian Borrowers, duly executed by Borrower the Parent and each Guarantor, in form and substance reasonably satisfactory to the form prescribed by BankAdministrative Agent; (evi) Bank The Administrative Agent shall have received for itself and for the Lenders the fees as agreed between the Borrower and Administrative Agent pursuant to pursuant to a fee letter dated as of July 25, 2014; (vii) The Administrative Agent shall have received a satisfactory clean title search certificate demonstrating to the Administrative Agent’s satisfaction that (a) since March 31, 2014, there has been no change in the condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, or the Parent and its Subsidiaries, taken as a whole, except those occurring in the ordinary course of business, none of which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, (b) Adjusted EBITDA for Borrower’s Baltimorethe twelve (12) calendar month period ended March 31, Maryland real estate2014 is not less than $65,000,000 and (c) the Total Leverage Ratio for the same twelve (12) calendar month period is less than 4.50 to 1.0 and the Senior Leverage Ratio for the same twelve (12) calendar month period is less than 2.25 to 1.0, in each case as adjusted to give effect to any Permitted Acquisition completed following the end of such period and any Loans incurred in connection therewith; (fviii) Bank After giving effect to this Amendment, there shall be at least $15,000,000 of Unused Revolving Credit Commitments and at least CAN$15,000,000 of Unused Canadian Revolving Credit Commitments provided that accounts payable are at historically normal levels reasonably acceptable to the Administrative Agent; and (ix) The Administrative Agent shall have received satisfactory evidence such other documents, instruments, certificates and opinions relating to the Canadian Borrowers and any guarantor of insurance the Canadian Borrower obligations as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank Administrative Agent shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated herebyrequested.

Conditions Precedent. Notwithstanding anything contained in this Fourth Section 4.1. This Amendment to shall become effective as of the contraryopening of business on December 8, Bank shall have no obligation under this Fourth Amendment until each 2014 upon satisfaction of the following conditions precedent have been fulfilled to the satisfaction of Bankprecedent: (a) Each of the conditions set forth in Section 6.2 of the Agreement Administrative Agent shall have been satisfiedreceived counterparts hereof executed by the Borrower, the Guarantors, the Required Banks, each First Amendment Incremental Term Bank, and each affected Bank; (b) Bank the Administrative Agent shall have received certified copies of resolutions of the boards of directors (or equivalent governing body) of the Borrower and each Guarantor authorizing the execution and delivery of this Fourth Amendment, duly executed, Amendment and Bank shall have received reasonably satisfactory evidence indicating the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)authorized signers of this Amendment and the specimen signatures of such signers; (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached Administrative Agent shall have received copies of the Articles Borrower's and each Guarantor's articles of Incorporation incorporation and By-Laws of Borrower bylaws (or certifying that such Articles of Incorporation comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or By-Laws have not been amended (except as shown) since the previous delivery thereof to BankAssistant Secretary; (d) Bank the Administrative Agent shall have received an opinion of counsel to the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower Credit Parties in a form reasonably acceptable to the form prescribed by BankAdministrative Agent covering such matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (e) Bank the Borrower shall have received a satisfactory clean title search for Borrower’s Baltimorepaid the fees as agreed between the Borrower and the Co-Lead Arrangers in the Fee Letter dated November 3, Maryland real estate2014; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate;fact that immediately prior to and after giving effect to this Amendment, no Default has occurred and is continuing; and (g) Bank the fact that the representations and warranties of the Credit Parties contained in the Credit Agreement are true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) on and as of the date of the First Amendment Effective Date (other than representations and warranties that relate to a specific date, which shall have received a $32,000 amendment/waiver fee from Borrowerbe true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such date). If this Amendment becomes effective, the changes in timing of the calculation of the Euro-Dollar Margin, Base Rate Margin, Canadian Base Rate Margin, and Applicable Commitment Fee Percentage shall take effect for any fiscal quarter of the Borrower shall have reimbursed Bank for all legal fees ending December 31, 2014 and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated herebythereafter.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment (a) As conditions precedent to the contraryTransaction, Bank the Buyer shall have no obligation under this Fourth Amendment until each of received, or the following conditions precedent shall have been fulfilled accomplished, on or before the Closing Date, in form and substance satisfactory to the satisfaction of BankBuyer and duly executed by the Seller and any third party thereto: (ai) Each of the conditions set forth Program Documents, duly executed and delivered by the parties thereto and being in Section 6.2 full force and effect, free of the Agreement shall have been satisfiedany modification, breach or waiver; (bii) Bank shall The P Certificate with respect to Trust 2004-1; (iii) Evidence that all other actions necessary or, in the opinion of the Buyer, desirable to perfect and protect the Buyer's interest in the Purchased Assets and other Collateral have received this Fourth Amendmentbeen taken, duly executedincluding, and Bank shall have received the Participant’s Consent attached heretowithout limitation, duly executed by Fifth Third Bank (Central Indiana)and filed Uniform Commercial Code financing statements on Form UCC-1; (civ) A duly executed certificate certified copy of the Secretary Seller's corporate resolutions approving the Program Documents and the Transaction, and all documents evidencing other necessary corporate action or any Assistant Secretary governmental approvals as may be required in connection with the Program Documents; (v) Opinions of Borrower the Seller's counsel as to such matters as the Buyer may reasonably request and in form and substance acceptable to the Buyer, including but not limited to (A) certifying the perfection of the Buyer's security interest and Uniform Commercial Code filings, (B) the enforceability of the Program Documents, (C) the true sale or contribution of the Purchased Assets from (1) ABFS and its Subsidiaries to Trust 2004-1 and (2) Trust 2004-1 to the Seller, (D) the nonconsolidation of (1) ABFS or its Subsidiaries with Trust 2004-1 and (2) Trust 2004-1 and the Seller, (E) the status under the Code of this Agreement as a "securities contract", (F) the Investment Company Act and (G) from ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and Fingersh regarding the Trusts; (vi) A description of the intended use by Seller of the proceeds represented by the Initial Securities Purchase Price, in form and substance satisfactory to attached copies the Buyer in its sole discretion; (vii) Copies of Resolutions certified resolutions of the Board of Directors of Borrower ABFS and the other ABFS Entities party hereto (including any applicable committees thereof) authorizing and approving this Agreement and the executionTransaction, delivery in form and performance substance satisfactory to the Buyer; (viii) the Buyer and all participants herein or lenders thereto shall have received all Fees (including, without limitation, the Repurchase Option Premium) required to be paid, and reimbursement for all expenses for which invoices have been presented; (ix) The Buyer shall have received and determined as satisfactory, prior to the Closing Date, (i) ABFS's annual report and final audited, consolidated financial statements for the fiscal year ended June 30, 2004 substantially in the form filed or to be filed with the SEC on Form 10-K, together with the opinion thereon of BDO ▇▇▇▇▇▇▇, LLP; and (ii) all correspondence between ABFS and the SEC regarding ABFS's registration statement on Form S-2 filed on October 15, 2004 regarding its retail secured subordinated indebtedness; (x) the Buyer or their designee shall have received with respect to the related Purchased Assets or the 2003-2 IO (if applicable) (unless otherwise specified in this Agreement) the following, in form and substance satisfactory to the Buyer and (if applicable) duly executed: (1) The definitive certificate representing ownership of the Loan Documentssecurities included in the Purchased Assets in the name of the Buyer; (2) Each Governing Agreement with respect to such Purchased Asset and 2003-2 IO, a list is set forth on Schedule III hereto and Buyer shall have delivered all certificates required of Buyer under all such Governing Agreements; (3) Copies of any bond insurer consents with respect to the transfer of the Purchased Assets to the Seller and from the Seller to the Buyer, all in form and substance satisfactory to the Buyer in its sole discretion; (4) Copies of the Trustee Direction Letters; and (5) Such certificates, opinions of counsel or other documents executed in connection with the Transaction by or on behalf of any ABFS Entity or any other documents that the Buyer may reasonably request in connection therewith; (xi) No Default or Event of Default shall have occurred and be continuing; (xii) All representations and warranties in the Program Documents hereof shall be true and correct on the Closing Date; (xiii) No event or events shall have been reasonably determined by the Buyer to have occurred resulting in the effective absence of a "repo market" for a period of at least two (2) consecutive days respecting loans or mortgage-backed or asset-backed securities such that the Buyer is or was unable after good faith efforts to finance or fund purchases under this Agreement through the "repo market" or the Buyer's customers; (xiv) ABFS shall have obtained a "key man" life insurance policy on the life of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, to be collaterally assigned to the Buyer, in an amount at least equal to $2,000,000; (xv) Buyer shall receive prior written notice from the insurer of any termination of ABFS's errors and omissions insurance and fidelity bond; (xvi) ABFS shall have received one or more definitive warehouse commitments (or similar financing arrangements) for one or more Additional Warehouse Lines, which Additional Warehouse Lines shall be required to close (and at least one which shall have funded) not later than the Closing Date, and ABFS shall have delivered to the Buyer an Officer's Certificate certifying the same; (xvii) There shall not have occurred and be continuing one or more events that, in the reasonable judgment of the Buyer, constitute(s) or should reasonably be expected to constitute, a Material Adverse Effect; (xviii) The Seller shall have registered the applicable Purchased Assets in the name of the Buyer. In connection with any account to which the Purchased Assets are credited or otherwise held, the Seller shall execute and deliver such other and further documents or instruments necessary, in the reasonable opinion of the Buyer, to effect and perfect a legally valid delivery of the relevant interest granted therein to Buyer hereunder. Any account to which the Purchased Assets are credited or otherwise shall be designated as amendedthe Buyer may direct; (xix) Chrysalis and Clearwing Capital, LLC shall have released all of their respective interests in the Purchased Assets and the servicer advances and reimbursement rights granted to ABFS Warehouse Trust 2003-1 on October 14, 2003, such release to be in form and substance satisfactory to the Buyer; and (xx) Information and/or documents satisfactory to the Buyer in its sole discretion shall have been provided by Seller to Buyer regarding and/or evidencing any outstanding Liens with respect to the 2003-2 IO (including but not limited to the 2003-2 Officer's Certificate). (b) The following shall be ongoing conditions required to be satisfied by the Seller throughout the term of this Agreement (including as of the Closing Date): (i) No Default or Event of Default shall have occurred and be continuing; (ii) All representations and warranties in the Program Documents hereof shall be true and correct; (iii) No event or events shall have been reasonably determined by the Buyer to have occurred resulting in the effective absence of a "repo market" for a period of at least two (2) consecutive days respecting loans or mortgage-backed or asset-backed securities such that the Buyer is or was unable to finance or fund purchases under this Agreement through the "repo market" or the Buyer's customers; (iv) There shall not have occurred and be continuing one or more events that, in the reasonable judgment of the Buyer, constitute(s) or should reasonably be expected to constitute, a Material Adverse Effect; and (v) The Buyer shall have received (A) the financial statements required pursuant to Section 13(c) hereof; (B) certifying current financial statements from the servicers of ABFS's securitizations and warehouse facilities, prepared in accordance with GAAP, along with certifications, which must evidence that each such servicer has a positive net worth (and cover related matters); (C) all data regarding ABFS's or any of its Subsidiaries' outstanding securitizations as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower Buyer in its sole discretion may request (including all servicer or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Banktrustee reports regarding same); (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated hereby.

Conditions Precedent. Notwithstanding anything contained SECTION 3.01 The effectiveness of the amendments in Article II of this Fourth Amendment is subject to the contrary, Bank shall have no obligation under this Fourth Amendment until each satisfaction of the following conditions precedent have been fulfilled to the satisfaction of Bankprecedent: (a) Each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied; (b) Bank The Lenders shall have received (i) this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank the Borrower and the Lenders, (Central Indiana); (cii) A duly executed a certificate of the Secretary or any Assistant Secretary of the Borrower acknowledging (A) certifying as to attached copies of Resolutions of that the Borrower's Board of Directors of Borrower authorizing has adopted, approved, consented to and ratified resolutions which authorize the execution, delivery and performance by the Borrower of the Loan Documentsthis Amendment, as amended, and (B) certifying the names of the officers of the Borrower authorized to sign this Amendment together with specimen signatures of such officers, (iii) a Consent and Ratification of the existing Guaranty Agreements, substantially in the form of Exhibit G to the Credit Agreement, executed by each Guarantor, (iv) the Seasonal Revolving Credit Notes executed by the Borrower, (v) the letter agreement between Borrower and Agent dated of even date herewith, and (vi) such additional documents, instruments and information as complete the Agents or any Lender may reasonably request; (b) The representations and warranties contained herein and in the Credit Agreement, as amended hereby, and the other Credit Documents shall be true and correct in all material respects as to attached copies of the Articles date hereof, as if made on the date hereof; (c) After giving effect to this Amendment, no Default or Event of Incorporation Default shall have occurred and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bankbe continuing; (d) Bank All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall have received be satisfactory to the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in Agents and the form prescribed by BankRequired Lenders and their legal counsel; (e) Bank Agent shall have received a financial statements, in form and substance satisfactory clean title search for Borrower’s Baltimoreto Agent, Maryland real estateof the Borrower through November 30, 2001; (f) Bank Agent shall have received a collateral audit, in the form and substance satisfactory evidence of insurance as required by to the Deed of Trust for Borrower’s Baltimore real estate;Agent and the Lenders; and (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with paid the commitment fee accrued pursuant to Section 2.06 of the Agreement (prior to giving effect to this Fourth Amendment and Amendment) through the transactions contemplated herebydate of this Amendment.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment The amendments to the contrary, Bank Credit Agreement provided for in Section 2 shall have no obligation under this Fourth Amendment until each become effective upon the satisfaction of the following conditions precedent have been fulfilled to (such satisfaction or waiver of all of the satisfaction of Bank:conditions precedent being the “Closing”): (a) Each the representations and warranties contained or adopted herein shall be true and correct as of the conditions set forth in Section 6.2 of date hereof and the Agreement Agent shall have been satisfiedreceived an officer’s certificate from the Borrower certifying that such representations and warranties are and remain accurate as of Closing; (b) Bank there shall exist no Default or Event of Default as of the date hereof and the Agent shall have received an officer’s certificate from the Borrower certifying this Fourth Amendment, duly executed, and Bank shall have received to be the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)case as of Closing; (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as shall have paid to attached copies of Resolutions of the Board of Directors of Borrower authorizing Agent the execution, delivery and performance of fees payable to the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to BankLenders under Section 2.7; (d) Bank the Agent shall have received the Deed nine (9) original copies of Trust for Borrower’s Baltimore, Maryland real estatethis Amending Agreement, duly executed by Borrower in the form prescribed by BankBorrower, the Agent and the Lenders; (e) Bank the Agent shall have received a four (4) original copies of an officer’s certificate from the Borrower certifying as to any changes to the constating documents or by-laws since the delivery to the Agent of an officer’s certificate dated as of February 15, 2014, the authorization of this Amending Agreement, incumbency and such other matters as the Agent reasonably requires, in form and substance satisfactory clean title search for Borrower’s Baltimore, Maryland real estateto the Agent; (f) Bank the Agent shall have received satisfactory evidence four (4) copies of insurance as required by an opinion of the Deed of Trust for Borrower’s Baltimore real estate;Counsel with respect to corporate status, corporate authority, authorization, execution, delivery and validity and enforceability and such other matters as the Agent reasonably requires, in form and substance satisfactory to the Agent; and (g) Bank the Agent shall have received a $32,000 amendment/waiver fee from Borrowerfour (4) copies of an opinion of the Agent’s and Lenders’ counsel, in form and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and substance satisfactory to the transactions contemplated herebyAgent.

Conditions Precedent. Notwithstanding anything contained This Amendment and Supplemental Indenture shall become effective as of the date hereof (the “Effective Date”) upon: (i) receipt by the Issuer, the Servicer and the Indenture Trustee of evidence of the Requisite Consent as evidenced by the execution by each Holder of the Series 2017-VFN Notes of a counterpart of this Amendment and Supplemental Indenture; (ii) receipt by the parties hereto of duly executed counterparts of this Amendment and Supplemental Indenture, the Fee Letter, dated as of the date hereof (the “Fee Letter”), among the Administrative Agent, the Managing Agents, and the Transferor; (iii) receipt by the Indenture Trustee, Securities Intermediary, and Account Bank of the Officer’s Certificate of the Administrator required by Section 10.3 of the Indenture and the Officer’s Certificate of the Transferor required by Section 9.01(d) of the Transfer and Servicing Agreement; (iv) the Transferor’s payment of all fees referred to in (A) the Fee Letter that are payable on the date hereof, including, without limitation, the upfront fee payable to each Managing Agent (for the benefit of its related Owner(s)) and (B) the Administrative Agent Fee Letter, dated as of the date hereof, between the Administrative Agent and the Transferor, that are payable on the date hereof; (v) all of the terms, covenants, agreements and conditions precedent set forth in the Indenture, the Note Purchase Agreement, the Transfer and Servicing Agreement and other Transaction Document to be complied with and performed by USCC, the Transferor, the Issuer, the Servicer, the Originators or the Indenture Trustee, as the case may be, with respect to this Fourth Amendment and Supplemental Indenture, by the date hereof have been satisfied or otherwise waived by the Managing Agents; and (vi) the receipt by the Administrative Agent and each Managing Agent of opinions of counsel to the contrary, Bank shall have no obligation under this Fourth Amendment until each of the following conditions precedent have been fulfilled Transferor, the Issuer, the Servicer and the Performance Guarantor, in form and substance reasonably satisfactory to the satisfaction of Bank: (a) Each Administrative Agent and its counsel, with respect to corporate matters, legality, validity and enforceability of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied; (b) Bank shall have received this Fourth Amendment, duly executed, no conflict of law and Bank shall have received non-contravention of charter documents addressed to the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery Administrative Agent and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated herebyeach Managing Agent.

Conditions Precedent. Notwithstanding anything The obligation of Bank to effect the modifications and agreements contained in this Fourth Amendment herein is subject to the contrary, Bank shall have no obligation under this Fourth Amendment until each of the following conditions precedent have been fulfilled to the satisfaction of Bankthat: (a) Each There has been no material adverse change in the financial or operating condition of the conditions set forth in Section 6.2 Remaining Borrowers since the date of the Agreement shall have been satisfied;last submission of financial statements to Bank. (b) Remaining Borrowers shall have paid Bank's counsel fees incurred in connection with this Modification. (c) Bank shall have received all of the following documents, each of which shall be in form and substance satisfactory to Bank: (i) Copies, certified in writing by the secretaries or assistant secretaries of the Remaining Borrowers, of (a) resolutions of its boards of directors evidencing approval of this Fourth Amendment, duly executedModification and the other matters contemplated hereby, and Bank shall have received the Participant’s Consent attached hereto(b) each document evidencing other necessary action and approvals, duly executed by Fifth Third Bank (Central Indiana)if any, with respect to this Modification; (cii) A duly executed certificate Written certificates by the secretaries or assistant secretaries of the Secretary or any Assistant Secretary of Borrower (A) certifying Remaining Borrowers as to attached copies the names and signatures of Resolutions its officers who are authorized to sign this Modification, and the other documents or certificates to be executed and delivered by it pursuant hereto; (iii) Evidence satisfactory to Bank that each of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Remaining Borrowers' Articles of Incorporation and By-Laws of Borrower Bylaws delivered to Bank on or certifying that such Articles of Incorporation about July 27, 1999 or By-Laws April 30, 2002, as applicable, have not been amended in any way (except as shownor if they have been amended, the nature of such amendment) since and are in full force and effect; (iv) A fully executed copy of this Modification; and (v) Good standing certificate with respect to each of the Remaining Borrower issued by the Secretary of the State of the State of Delaware; (vi) A bringdown of the previous delivery thereof to Banktitle report; (vii) Such other documents as Bank may reasonably request in connection with this Modification. (d) Bank Remaining Borrowers shall have received the Deed paid to Lender an extension fee of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank;$________. (e) Bank Exhibit "B" to the Loan Agreement shall have received a satisfactory clean title search for Borrower’s Baltimorebe replaced with Exhibit "A" attached hereto. Schedules 5.3, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower5.4, 5.7, 5.13, 5.18, and Borrower 5.22 to the Loan Agreement shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection be replaced with this Fourth Amendment and the transactions contemplated herebyschedules attached hereto of the same numbers to reflect the inclusion of RAI as a Borrower.

Conditions Precedent. Notwithstanding anything contained in The effectiveness of this Fourth Amendment is subject to the contrary, Bank shall have no obligation under this Fourth Amendment until each receipt by the Agent of the following conditions precedent have been fulfilled items, each in form and content satisfactory to the satisfaction of BankAgent: (a) Each the Agent shall have received this Amendment, duly executed by a duly authorized officer of each of the conditions set forth in Section 6.2 Loan Parties, each of the Agreement shall have been satisfiedLenders and each of the Agents; (b) Bank the Agent shall have received copies, certified by a duly authorized officer of each Loan Party to be true and complete on and as of the date hereof, of records of all action taken by each of the Loan Parties to authorize (i) the execution and delivery of this Fourth Amendment, duly executedand all other certificates, documents and instruments executed in connection therewith, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)ii) its performance of all of its obligations under each of such documents; (c) A duly executed the Agent shall have received a secretary's certificate of the Secretary or any Assistant Secretary of Borrower (A) each Loan Party certifying as to attached copies (i) no change in such Loan Party's articles or certificate of Resolutions incorporation/organization or bylaws, code of regulations or limited liability company/operating agreement, or in the Board of Directors of Borrower authorizing the executionevent that any such documents have changed, delivery and performance of the Loan Documents, as amended, (B) certifying as complete true and correct as to attached copies of the Articles same certified by the secretary of Incorporation such Loan Party or the Secretary of State, as the case may be, and By-Laws (ii) the incumbency of Borrower or certifying the officers of such Loan Party that such Articles of Incorporation or By-Laws have not been amended (except as shown) since execute and deliver this Amendment and the previous delivery thereof to Bankrelated certificates, documents and instruments; (d) Bank the Loan Parties shall have received delivered all applicable updated Schedules in accordance with Section 9.19 of the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by BankCredit Agreement; (e) Bank the Loan Parties shall have received a satisfactory clean title search for Borrower’s Baltimoredelivered such other documents, Maryland real estateagreements, instruments, diligence materials and other items deemed necessary by any Agent or their respective counsels; (f) Bank no Default or Event of Default shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estateoccurred; (g) Bank the Borrowers shall have received a $32,000 amendment/waiver fee from Borrower, paid all of Agent's costs and Borrower shall have reimbursed Bank for all legal fees and other expenses (including Agent's attorneys' fees) incurred by Bank in connection with the preparation of this Fourth Amendment and Amendment; and (h) the transactions contemplated herebyLoan Parties shall have paid to the Agent for the ratable benefit of the Lenders (based upon the respective Revolving Commitment Amounts of each Lender) an amendment fee in an amount equal to $130,000.

Conditions Precedent. Notwithstanding anything contained in The obligations of the Secured Parties under this Fourth Amendment Agreement on any Funding Date are subject to the contrary, Bank accuracy of the representations and warranties on the part of the Borrower made herein and in the other Basic Agreements as of such Funding Date. This Agreement shall have no obligation under this Fourth Amendment until each become effective on the first day on which all of the following conditions precedent have been fulfilled satisfied (the "EFFECTIVE DATE"): (1) The Administrative Agent shall have received such opinions of counsel to the satisfaction Seller, the Servicer and the Borrower, in form and substance acceptable to the Administrative Agent and each Funding Agent, addressing such matters as each Funding Agent and the Administrative Agent, on behalf of Bank:the Secured Parties, shall request. (a2) Each The Administrative Agent shall have received a certificate of the conditions set forth Borrower, dated the date hereof, stating that (1) its representations and warranties made herein and in Section 6.2 the other Basic Agreements are true and correct as of the date hereof, and (2) the Borrower has complied with all agreements and satisfied all conditions to be satisfied on its part pursuant to this Agreement and the other Basic Agreements on or prior to the date hereof. (3) All conditions precedent to the authentication and delivery of the VFN under this Agreement shall have been satisfied;. (b4) Bank Each party to a Basic Agreement shall have received this Fourth Amendmentperformed and complied with all agreements and conditions contained in such Basic Agreement and all other documents delivered in connection herewith or therewith which are required to be performed or complied with by such party. (5) This Agreement, the other Basic Agreements, the Fee Letters, the Intercreditor Agreement and all agreements, certificates, instruments and other documents required to be delivered in connection herewith and therewith shall have been duly executedauthorized, executed and Bank delivered by the respective parties thereto, shall be in full force and effect and shall be in form and substance satisfactory to the Administrative Agent and the Secured Parties. (6) The Administrative Agent shall have received the Participant’s Consent attached heretofollowing, duly executed by Fifth Third Bank (Central Indiana);in each case in form and substance satisfactory to it: (c1) A duly executed certificate copy of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions resolutions of the Board of Directors of Borrower the Borrower, certified by the Secretary or an Assistant Secretary as of the date hereof, duly authorizing the execution, delivery and performance by the Borrower of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies documents executed by or on behalf of the Articles Borrower in connection with the transactions contemplated by this Agreement and the other Basic Agreements to which it is a party; and attesting to the names and true signatures of Incorporation the person or persons executing and By-Laws of Borrower or certifying that delivering each such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bankdocument; (d2) Bank a copy of the resolutions of the Board of Directors of the Seller and the Servicer, certified by the Secretary or an Assistant Secretary of the Seller and the Servicer as of the date hereof, duly authorizing the execution, delivery and performance by the Seller and the Servicer of each of the Basic Agreements to which each of them is a party and any other documents executed by or on behalf of the Seller and the Servicer in connection with the transactions contemplated thereby; and an incumbency certificate of the Seller and the Servicer as to the person or persons executing and delivering each such document; and (3) such other documents and evidence with respect to the Borrower, the Seller, the Servicer and the Back-Up Servicer as the Administrative Agent and the Funding Agents may reasonably request in order to establish the corporate existence and good standing of each thereof, the proper taking of all appropriate corporate proceedings in connection with the transactions contemplated by this Agreement and the other Basic Agreements and the compliance with the conditions set forth herein and therein. (7) No fact or condition shall exist under applicable law or applicable regulations thereunder or interpretations thereof by any regulatory authority which, in the reasonable opinion of the Administrative Agent and the Funding Agents, would make it unlawful to issue the VFN or for the Borrower or any of the other parties thereto to perform their respective obligations under this Agreement and the other Basic Agreements. (8) The Seller and the Borrower shall have filed any financing statements or amendments thereto, wherever necessary or advisable in the judgment of the Administrative Agent and the Funding Agents, in order to perfect the transfer and assignment of the Receivables to the Borrower and the grant of the security interest therein to the Administrative Agent and shall have delivered file-stamped copies of such financing statements or other evidence of the filing thereof to the Administrative Agent. (9) All taxes and fees due in connection with the filing of the financing statements referred to in clause (viii) of this Section 7.1(g) shall have been paid in full or duly provided for. (10) No action or proceeding shall have been instituted nor shall any governmental action be threatened before any court or governmental agency nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency to set aside, restrain, enjoin or prevent the performance of this Agreement or any of the other Basic Agreements or the transactions contemplated hereby or thereby. (11) If applicable, each Funding Agent shall have received written confirmation from each of the Deed Rating Agencies that the then-current ratings assigned by each of Trust for Borrower’s Baltimore, Maryland real estate, duly executed them to the Commercial Paper issued by Borrower in its related CP Lender will not be reduced or withdrawn as a result of the form prescribed execution and delivery of this Agreement by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated herebysuch CP Lender.

Conditions Precedent. Notwithstanding anything contained in any contrary provisions herein, this Fourth Amendment to the contrary, Bank shall have no obligation under this Fourth Amendment until each of the following conditions precedent have been fulfilled to the satisfaction of Bankis not effective unless and until: (a) Each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfiedthere exists no Default or Potential Default either prior to or after giving pro forma effect to this Amendment; (b) Bank shall have received the representations and warranties in this Fourth Amendment and in the Credit Agreement are true and correct (after giving effect to this Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly the Administrative Agent shall have received counterparts of this Amendment executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bankby each party named below; (d) Bank the Administrative Agent shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, Revolving Notes duly executed by Borrower in each of the form prescribed by BankBorrowers; (e) Bank the Administrative Agent shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estatethe Term Loan Notes duly executed by each of the Borrowers; (f) Bank the Administrative Agent shall have received satisfactory evidence counterparts of insurance as required the Amended and Restated Guaranty executed by the Deed of Trust for Borrower’s Baltimore real estatePMC, Western Financial and PMC Investment; (g) the Administrative Agent shall have received an incumbency certificate executed by the Secretary or Assistant Secretary of Western Financial certifying the names of the officers of Western Financial authorized to sign each of the Credit Documents to which it is a party and the other documents or certificates to be delivered pursuant to the Credit Documents by Western Financial, together with the true signatures of each such officer; (h) the Administrative Agent shall have received an incumbency certificate executed by the Secretary or Assistant Secretary of PMC Investment certifying the names of the officers of PMC Investment authorized to sign each of the Credit Documents to which it is a party and the other documents or certificates to be delivered pursuant to the Credit Documents by PMC Investment, together with the true signatures of each such officer; (i) the Administrative Agent shall have received an officer’s certificate executed by a Responsible Officer for each Borrower in form and substance acceptable to the Administrative Agent attaching (and certifying to the accuracy thereof) such resolutions, certificates of good standing, certified articles of organization and other corporate documents acceptable to the Administrative Agent; (j) the Administrative Agent shall have received an opinion of counsel to the Companies regarding this Amendment, and other matters acceptable to the Administrative Agent, and in form and substance acceptable to the Administrative Agent, but in any event including a no conflict opinion with respect to the CIM Credit Agreements (for purposes hereof, “CIM Credit Agreements” means (i) that certain Credit Agreement, dated as of August 28, 2013, among CIM Urban Partners, L.P., each lender from time to time party thereto, and Bank of America, N.A., as administrative agent (as amended), and (ii) that certain Credit Agreement, dated as of February 6, 2012, among CIM Urban Partners, L.P., each lender from time to time party thereto, and Bank of America, N.A., as administrative agent (as amended)); (k) the Administrative Agent shall have received a $32,000 amendment/waiver fee from BorrowerCompliance Certificate acceptable to the Administrative Agent, certifying compliance by the Companies and the Consolidated Companies with this Agreement and demonstrating the Companies’ pro forma compliance with Section 9 of the Credit Agreement after giving effect to this Amendment and the CIM Merger; (l) the Administrative Agent shall have received the execution version of the CIM Merger Agreement, including all schedules and exhibits thereto, and Borrower execution versions of the Registration Rights and Lockup Agreement and the Master Services Agreement to be executed in connection with the CIM Merger Agreement, in each case certified by a Responsible Officer to be true, correct and complete copies of the all such documents, instruments and agreements; (m) the Administrative Agent shall have reimbursed Bank received reimbursement for all legal fees costs and other expenses incurred by Bank it in connection with this Fourth Amendment and the other transactions contemplated herebyand for which it has submitted an invoice to the Borrowers; and (n) the Administrative Agent shall have received such other documents, instruments and certificates as reasonably requested by it in connection with this Amendment.

Conditions Precedent. Notwithstanding anything contained in this Fourth This Amendment to shall become effective and be deemed effective as of the contrarydate hereof, Bank shall have no obligation under this Fourth Amendment until upon the occurrence of each of the following conditions precedent have been fulfilled following, to the satisfaction of Bankthe Lenders: (a) Each Any amendments to any of the conditions set forth in Section 6.2 other Loan Documents reasonably requested by the Agent (including any reasonably requested amendment to the Security Agreement or other Security Documents, including modifications to mortgages and deeds of the Agreement trust), shall have been satisfiedduly executed and delivered by the Borrower, Intermediate and the Lenders, as applicable; (b) Bank Any replacement Notes requested by any Lender shall have received this Fourth Amendment, duly executed, been issued and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)the Borrower; (c) A duly executed certificate The Agent shall have received an opinion of counsel to the Secretary or any Assistant Secretary of Borrower (A) certifying as Borrower, in form and substance reasonably satisfactory to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to BankAgent; (d) Bank The Agent shall have received indefeasibly received, in cash, from the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in those fees required to be paid to the form prescribed by BankAgent on the date hereof; (e) Bank The Agent shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estatepayment by the Borrower of all outstanding and unpaid reasonable out-of-pocket costs and expenses of the Agent as required pursuant to Section 10.2(c) of the Credit Agreement (to the extent previously invoiced); (f) Bank The Agent shall have received satisfactory the Intercreditor Agreement duly executed by all parties thereto together with copies of the duly executed Senior Notes, Senior Notes Indenture, any collateral documents relating thereto and evidence of insurance as required by the Deed funding of Trust for Borrower’s Baltimore real estatethe Indebtedness contemplated thereunder, including payment of $50,548,783.81 to repay all outstanding principal, interest and fees on the Term Loan, in each case in form and substance, and upon terms and conditions, satisfactory to the Agent; (g) Bank Based on the Borrowing Base Certificate dated as of the date hereof, after giving effect to the Advances hereunder on the date hereof and the issuance of any Letters of Credit hereunder on the date hereof, the Borrower shall have not less than $5,000,000 available to be borrowed under the Credit Agreement; (h) The Agent shall have received evidence satisfactory to the Agent that for the four fiscal quarters ended November 19, 2003, the Borrower’s (i) Senior Funded Debt/Adjusted EBITDA Ratio does not exceed 1.50 to 1.00 and (ii) Funded Debt/Adjusted EBITDA Ratio does not exceed 4.65 to 1.00; and (i) No change in the business, financial condition or prospects, operations or properties of the Borrower or in the Collateral which has a $32,000 amendment/waiver fee from Borrower, and Borrower Material Adverse Effect shall have reimbursed Bank for all legal fees and occurred since December 25, 2002, other expenses incurred by Bank than that which has been disclosed in connection with writing to the Agent as of the date of this Fourth Amendment and the transactions contemplated herebyAmendment.

Conditions Precedent. Notwithstanding anything contained in As a condition precedent to this Fourth Amendment Agreement, including the agreement of Bank to forbear from exercising its rights and remedies under the contraryFinancing Agreements, Borrower shall provide to Bank shall have no obligation under this Fourth Amendment until each of (or cause to be provided to Bank) the following conditions precedent have been fulfilled (all instruments, agreements and documents to the satisfaction of Bank:be in form and substance satisfactory to Bank and its counsel): (a) Each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfiedThis Agreement; (b) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank Certified (Central Indiana); (c) A duly executed certificate as of the Secretary or any Assistant Secretary date of Borrower (Athis Agreement) certifying as to attached copies of Resolutions resolutions of the Borrower's Board of Directors of Borrower authorizing the execution, delivery and performance of this Agreement and the Loan Documents, as amended, Forbearance Agreements; (Bc) certifying as complete and correct Certificates (dated the date of this Agreement) of Borrower's corporate secretary as to attached copies the incumbency and specimen signatures of the Articles of Incorporation and By-Laws officers of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since executing this Agreement and the previous delivery thereof to BankForbearance Agreements; (d) Borrower shall cause Buyer and Merger Sub to acknowledge that Bank shall have received holds a lien on and security interest in and to Borrower's right to receive the Deed consideration, if any, payable to Borrower upon termination of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by BankAgreement and Plan of Merger; (e) The assignment and pledge to Bank shall have received of not less than Three Million ($3,000,000.00) Dollars of United States Treasury securities acceptable to Bank in its exclusive discretion, together with the establishment of a satisfactory clean title search pledge account (the "Pledge Account") for Borrower’s Baltimoresuch securities and the execution and exchange of such instruments, Maryland real estateagreements and documents as may be necessary to perfect Bank's liens on and security interests in and to such pledged securities; (f) An instrument (in form recordable with the United States Patent and Trademark Office) pursuant to which Borrower confirms that Bank shall have received satisfactory evidence has a lien on and security interest, and all rights of insurance as required by Borrower in, to and under, the Deed of Trust exclusive license for Borrower’s Baltimore real estatethe Patent and all rights in, to and under all existing and future sublicenses for the Patent and processes thereunder; (g) Evidence of the execution and delivery of the Agreement and Plan of Merger and the other Merger Agreements; (h) Payment to Bank shall have received of a forbearance fee in the amount of Fifty Thousand ($32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for 50,000.00) Dollars; (i) Payment of all legal outstanding fees and other reasonable expenses incurred by of Bank in connection with this Fourth Amendment the Financing Agreements, including fees and the transactions contemplated herebydisbursements of counsel to Bank; and (j) Such other instruments, agreements and documents as may be required by Bank and/or its counsel.

Conditions Precedent. Notwithstanding anything contained in this Fourth This Amendment to shall become effective, with effect as of October 1, 2003, upon the contrary, Bank shall have no obligation under this Fourth Amendment until each of Administrative Agent and the following conditions precedent have been fulfilled to the satisfaction of BankBanks having received: (a) Each Payment of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied;all fees and expenses owed to them on October 1, 2003; and (b) Bank shall have received this Fourth AmendmentExecuted originals of each of the following documents and instruments, duly executed, in form and Bank shall have received substance satisfactory to the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana);Administrative Agent and the Banks: (ci) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estatethis Amendment, duly executed by Borrower in and the form prescribed by BankBanks; (eii) Bank shall have received a satisfactory clean title search for amended and restated Notes of the Borrower’s Baltimore, Maryland real estateduly executed by the Borrower; (fiii) Bank an amendment to the Guaranty, in form and substance satisfactory to the Administrative Agent and the Lenders; (iv) copies of the resolutions of the members of the Borrower authorizing the transactions contemplated hereby and by the Credit Agreement, certified as of the date hereof by the Secretary of the Borrower, and certifying the names and true signatures of the officers of the Borrower authorized to execute, deliver and perform, as applicable, this Amendment and the other Loan Documents; (v) copies of the documents and instruments entered into in connection with the Restructuring Transaction, certified as of the date hereof by a Secretary of the Borrower; (vi) evidence satisfactory to the Administrative Agent that the Restructuring Transaction shall have received satisfactory occurred; (vii) the certificate of formation and the operating agreement of the Borrower as in effect after giving effect to the Restructuring Transaction, all certified by the Secretary of the Borrower as of the date hereof, together with certificates of existence and good standing for the Borrower from the Secretary of State (or similar, applicable Governmental Authority) of its state of formation and each state where the Borrower is qualified to do business, certified as of the date hereof; (viii) an amendment to the financing statement of the Borrower in favor of the Administrative Agent as secured party for the benefit of the Banks, amending the name of the Borrower as provided herein, and evidence that all other filings or actions needed to maintain the perfection of the security interests granted by the Security Agreements have been completed or due provision has been made therefor; (ix) evidence of insurance as required to be maintained by the Deed of Trust for Borrower under the Credit Agreement, reflecting the Borrower’s Baltimore real estate;'s name as amended herein; and (gx) Bank shall have received a $32,000 amendment/waiver fee from such other documents or certificates as the Administrative Agent may reasonably request. Upon the satisfaction of the foregoing conditions precedent, including without limitation an instrument executed and delivered by the Borrower expressly confirming the Borrower's assumption of all obligations of AEM in respect of the Loan Documents upon the effective time of the merger of AEM into the Borrower, and Borrower the Guaranty of AEM shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated herebybe released without further action of any Person.

Conditions Precedent. Notwithstanding anything contained in 2.1 Completion of this Fourth Amendment to Agreement by the contrary, Bank Preference Shareholders shall have no obligation under this Fourth Amendment until each be conditional on the fulfillment of all of the following conditions precedent have been fulfilled (subject to any waiver by the satisfaction Preference Shareholders in its absolute discretion of Bank:any or all of the Conditions): (a) Each ▇▇▇▇ has transferred all assets and other items specified in the Assets List, except trademarks stipulated in the Clause 7 of this Agreement, to the WFOE in accordance with the Restructure Memo, the Assets List and the applicable PRC laws, and all actions and procedures have been completed in the event any deeds, documents, assignments and instruments are required to be executed, filed, registered or stamped in respect of such assets transfer; upon the completion of the conditions set forth in Section 6.2 transfer of the Agreement assets and items as set out in the Assets List, cash/cash equivalent and inventory, real properties, and vehicles and other equipments shall have been satisfiednot be less than the following levels, respectively, RMB63,110,000, RMB 9,210,000, RMB 3,170,000, and the net asset value shall not be less than RMB 86,020,000, and upon the Completion, an assets checklist shall be prepared and be reviewed and approved by PWC; (b) Bank due establishment of the WFOE in accordance with the PRC laws; and the WFOE shall remain valid and effective as at the Completion: i) the documents relating to the establishment of the WFOE are valid and have received this Fourth Amendmentbeen duly approved or issued (as applicable) by the competent PRC authorities; ii) all approvals, authorizations, licenses and/or third party consent requisite under the PRC law for the due and proper establishment and operation of the WFOE and the carrying on of the Business by WFOE have been duly executedobtained from the relevant and competent PRC authorities and/or third parties, and Bank shall are in full force and effect; iii) all filings and registrations with the PRC authorities required in respect of the WFOE and its Business, including but not limited to the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, the State Administration for Foreign Exchange, or its relevant local authorities, tax bureau and customs authorities and product registration authorities (if required) have received been duly completed in accordance with the Participant’s Consent attached heretorelevant rules and regulations; iv) the WFOE is not in receipt of any letter or notice from any relevant PRC authority notifying revocation of any permits or licenses issued to it for non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by the WFOE; v) all requisite formalities in respect of the importation of the machinery, equipment, parts, tools and materials by the WFOE have been complied with in accordance with the relevant PRC laws and regulations; vi) the WFOE has been conducting business activities within the permitted scope of the Business and is operating the Business in full compliance with all relevant legal requirements, including without limitation, producing, processing and/or distributing products with all requisite licenses, permits and approvals granted by competent PRC authorities; vii) in respect of approvals, licenses or permits requisite for the conduct of any part of the Business which are subject to periodic renewal, WFOE has no knowledge or reason to believe that such requisite renewals will not be granted by the relevant PRC authorities; viii) all applicable laws and regulations with respect to the opening and operation of foreign exchange accounts and foreign exchange activities of the WFOE, including, where applicable, the registration of foreign exchange laws, have been fully complied with, and all requisite approvals from the State Administration of Foreign Exchange in relation thereto have been duly executed by Fifth Third Bank (Central Indiana)obtained; ix) with regard to the employment and labour management, WFOE has complied with all applicable PRC laws and regulations, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, pensions or the like, (c) A a non-compete agreement having been duly executed certificate entered into by the WFOE and the NOAH, where the NOAH shall undertake not to compete with the Business of the Secretary WFOE, or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of conduct other business or services which may be in direct or indirect competition with the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to BankBusiness; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, Written Resolutions having been duly executed approved and passed by Borrower in the form prescribed by BankCompany and remaining valid and effective as at Completion; (e) Bank shall have received all distribution agreements, supply agreements and content partnership agreements in which ▇▇▇▇ is a satisfactory clean title search for Borrower’s Baltimoreparty having been effectively and duly transferred to the WFOE, Maryland real estateand WFOE being satisfied that such transfer is not in breach or in contravention of any contract or other undertaking or obligations binding on the other party to such agreements; (f) Bank in respect of the employment and labour management of the ▇▇▇▇, ▇▇▇▇ shall have received satisfactory evidence terminate the employment agreements entered into by and between the NOAH and their respective employees as set forth in the Assets List (Schedule 9), and applicable funds having been paid in full in respect of insurance as required its employees and severance compensation (if any) having been paid by ▇▇▇▇ to such employees; separate service agreements or employment agreements having been entered into by the Deed WFOE and the employees as set forth in Assets List (Schedule 9), and arrangements having been fulfilled by ▇▇▇▇ in respect of Trust for Borrower’s Baltimore real estateany laid off employees (if any) in accordance with the applicable PRC laws and local regulations; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrowerall Intellectual Property rights (including but not limited to patent, software copyright and trade secret) having been duly transferred to the WFOE, and Borrower actions and procedures having been completed in accordance with the applicable laws in the event any regulatory approval, filing and registration is required for such transfer; (h) ▇▇▇▇ shall submit an application for the transfer of trademarks stipulated in the Asset List at relevant authorities, and an acceptance notice having been duly issued by the authority, and ▇▇▇▇ shall grant the WFOE the right to use the trademarks not having been duly transferred without any charge until the date when the trademark transfer applications have reimbursed Bank been approved by and filed with the relevant authorities. (i) Noah Industrial shall enter into service agreement with WFOE which stipulates that Noah Industrial’s sole business is to develop software for WFOE and no other business shall be taken without Baring’s written consent, and Noah Industrial and each of the BVI Existing Shareholders shall further undertake that the operations of Noah Industrial shall be maintained at the minimum production and profit level acceptable to the Preference Shareholders (the annual gross income shall be less than 2 million RMB) in order that Noah Industrial is qualified to continuously receive the tax incentives it currently enjoys; (j) Noah Industrial and each of the BVI Existing Shareholders shall enter into a non-compete agreement with the WFOE, in which Noah Industrial and each of the BVI Existing Shareholders shall undertake not to engage in any business in competition with the business of the WFOE; (k) the issue and allotment of the Subscription Shares to the Preference Shareholders pursuant to the terms of this Agreement having been duly approved by the Company; (l) the issue of the Warrants to Baring to purchase the Warrants Shares having been duly approved by the Company; (m) ▇▇▇▇▇▇ having received legal opinions issued by the law firms in the PRC and the Cayman Islands regarding the legality of the Company, WFOE, BVI Existing Shareholders, NOAH and the legality of the restructure steps stipulated in the Restructure Memo; (n) all legal fees the Warranties remaining true and correct at all times as from the signing of this Agreement up to the Completion, as if they were made and repeated on and as of the Completion; (o) all Consents required under the laws of the Cayman Islands for the entering into and performance of this Agreement and the Shareholders’ Agreement and the implementation of the transactions therein contemplated having been obtained and remaining valid and effective as at Completion; (p) BVI having delivered to Baring a registered agent’s certificate certifying the date of incorporation of the corporate shareholder and the names of its directors and shareholders; (q) the Company having delivered to Baring a certificate of compliance dated the Completion Date and signed by a director of the Company certifying that all of the above conditions have been fulfilled; (r) Baring and its counsel having conducted a due diligence investigation against the Group Companies and being satisfied with the results of such investigation; (s) except as required or contemplated by this Agreement or the Shareholders’ Agreement, no resolution of the directors or members of any of the Group Companies having been passed nor having any contract or commitment been entered into (other expenses incurred by Bank than in connection with this Fourth Amendment the ordinary and usual course of the Business) prior to the Completion without the prior written consent of Baring, except for the purposes of giving effect to the transactions contemplated herebyby this Agreement, or the Shareholders’ Agreement; (t) ▇▇▇▇ having provided sufficient documentations to the Preference Shareholders evidencing that the necessary documents for waiving the consideration for the assets transferred as set forth in the Restructure Memo have been duly executed by relevant parties, provided that such consideration waiver documents shall become effective upon the completion of capital injection to WFOE 2; (u) NOAH having caused Sichuan Hua Li Investment Co., Ltd., a shareholder of Sichuan ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ Micro-Electronics Co., Ltd. (“▇▇▇ ▇▇▇▇”) enter into a share transfer agreement with WFOE, which stipulates that Sichuan Hua Li Investment Co., Ltd. shall transfer its 13% equity interests held in ▇▇▇ ▇▇▇▇ to the WFOE for a consideration of RMB15,500,000.00; (v) Noah Industrial having entered into a share option agreement which stipulates that WFOE shall have an option to purchase 18.7672% equity interests in ▇▇▇ ▇▇▇▇ held by Noah Industrial at a consideration of RMB 21,800,000.00; (w) Noah Industrial having transferred the land use right and property ownership right stipulated in the Asset List to the WFOE; and (x) ▇▇▇▇ having entered into a share transfer agreement with WFOE, which stipulates that ▇▇▇▇ shall transfer its equity in Cheng Du Noah Electronics Co., Ltd. to the WFOE or other entity the Preference Shareholders designated, and having caused ▇▇▇▇ ▇▇▇ ▇▇▇ ( ), a shareholder of Cheng Du Noah Electronics Co., Ltd. enter into a shareholder transfer agreement which stipulates that ▇▇▇▇ ▇▇▇▇▇▇ shall transfer his equity in Cheng Du Noah Electronics Co., Ltd to the WFOE as stipulated in the Restructure Memo. 2.2 In the event that any of the Conditions specified in Clause 2.1 has not been fulfilled (or waived by ▇▇▇▇▇▇ in writing) by 5:00 pm on the 120 day after the signing of this Agreement (or such later date as the parties may mutually agree in writing), this Agreement may be terminated by written notice to other parties, at ▇▇▇▇▇▇’s own election and discretion, after which this Agreement shall be of no further force or effect. 2.3 Each of the Group Company shall use its best endeavours to procure the fulfilment of the Conditions on or before the date set forth in Clause 2.2.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment The obligation of Yankees to make the Loan shall be subject to the contrary, Bank shall have no obligation under this Fourth Amendment until each of the following conditions precedent have been fulfilled to the satisfaction of Bankconditions: (a) Each There shall have occurred no material adverse change in the business or the financial condition of AmeriNet since the date of the conditions set forth in Section 6.2 latest financial information filed by AmeriNet with the Commission, copies of the Agreement which shall have been satisfiedbe contemporaneously furnished by AmeriNet to Yankees; (b) Bank shall All acts, conditions and things (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done or performed and to have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as happened precedent to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of this Agreement and the Loan Documentsrelated security agreements, as amendedcollateral assignments and Notes shall have been done and performed to the satisfaction of Yankees and its legal counsel; (c) All corporate, (B) certifying as complete and correct as legal proceedings and all documents and instruments in connection with the authorization of this Agreement and the related security agreements, collateral assignments and Notes and all related instruments and ancillary documentation thereto shall have been delivered to attached Yankees and its legal counsel and Yankees shall have received all information and copies of the Articles all other related documents and instruments, including records of Incorporation corporate proceedings, which Yankees and By-Laws of Borrower its legal counsel may reasonably have requested in connection therewith, such documents and instruments, where appropriate, to be certified by proper corporate, or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bankgovernmental authorities; (d) Bank Yankees shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed originals of this Agreement and the related security agreements, collateral assignments and Notes and all related ancillary documentation thereto and copies or originals of all other documents, agreements and instruments relating to any aspect of the transactions contemplated hereby, including evidence of insurance coverage required by Borrower in the form prescribed by Bank;Yankees; and (e) Bank Yankees shall have received a received, in form and substance satisfactory clean title search for Borrower’s Baltimoreto Yankees and its legal counsel, Maryland real estate; (f) Bank shall have received satisfactory evidence such legal opinions, consents, and/or additional documents relating to any of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated herebyforegoing which it may reasonably require.

Conditions Precedent. Notwithstanding anything contained in this Fourth This Amendment to shall become effective upon the contrary, Bank shall have no obligation under this Fourth Amendment until each date that the last of the following conditions precedent events shall have been fulfilled to the satisfaction of Bankoccurred: (a) Each the Agent and the Lenders shall have received this Amendment duly executed by the Borrower together with (i) an updated Annex II to the Financing Agreement, completed by the Borrower and (ii) an updated Schedule A to that certain Trademark Security Agreement and an updated Schedule A to that certain Patent Security Agreement, each executed by the Borrower in favor of the conditions set forth in Section 6.2 Agent and dated as of the Agreement shall have been satisfiedClosing Date; (b) Bank the Agent, the Lenders and their counsel shall have received and reviewed a final draft of an amendment to the Working Capital Loan Agreement containing (i) financial covenant modifications that are consistent with the modifications contained in this Fourth AmendmentAmendment and (ii) a waiver of all events of default that have occurred and are continuing thereunder, duly executedwhich draft shall contain such terms and conditions (including conditions to its effectiveness) as shall be reasonably satisfactory to the Agent, the Lenders and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)their counsel; (c) A duly executed certificate except for those Events of Default which have been waived pursuant to Section Two hereof, no Default or Event of Default shall have occurred and be continuing, and no Material Adverse Change or event or development which has had or is reasonably likely to have a Material Adverse Effect shall have occurred, in each case since the date of delivery to the Lenders of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to BankBorrower's most recent financial statements; (d) Bank the Lenders shall have received the Deed of Trust for Borrower’s Baltimore(i) an officer's certificate, Maryland real estate, duly executed by Borrower the chief financial officer or chief executive officer of the Borrower, confirming the truth and accuracy of the representations and warranties contained in Section Three hereof, and (ii) a secretary's certificate, executed by the form prescribed by Bankcorporate secretary of the Borrower, certifying that the Borrower's Board of Directors shall have met and considered the transactions contemplated to occur under this Amendment, and shall have approved the same; (e) Bank the Agent shall have received a satisfactory clean title search payment, in cash, for Borrower’s Baltimorethe ratable benefit of the Lenders, Maryland real estate;of an amendment fee (the "Amendment Fee") in the amount of $50,000, which fee shall be non-refundable and deemed fully earned when paid; and (f) Bank Counsel to the Agent and the Lenders shall have received satisfactory evidence payment of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses disbursements incurred by Bank in connection with the preparation, negotiation and closing of this Fourth Amendment and the transactions contemplated herebyto occur hereunder together with all previous sums due and owing to such counsel.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment a. Concurrently with the execution hereof, or on or prior to the contrarydate on which Lender is to make the Loan hereunder, Bank Borrower shall have no cause to be provided to Lender the following: (i) a certificate of the secretary or assistant secretary of Borrower dated the date of such hereof (or of the Loan, if after the date of this Agreement) certifying (A) the incumbency of each of the officers executing the applicable Loan Documents, (B) a copy of the articles or certificate of incorporation, by-laws or code of regulations, and other applicable organizational documents of Borrower and (C) copies of any other documents evidencing the authorization of the corporate officers on behalf of the Borrower to execute, deliver and perform this Agreement and each other Loan Document; if requested by Lender, an opinion of counsel for Borrower in form and substance satisfactory to Lender as to the matters set forth in Section 12 and as to such other matters as Lender may reasonably request. b. The obligation under this Fourth Amendment until of Lender to make the Loan hereunder is subject to the satisfaction (or waiver by Lender) of each of the following conditions precedent have been fulfilled prior to the satisfaction of Bank: date specified for the Loan: (ai) Each Lender shall have received each of the conditions set forth following documents in form and substance satisfactory to Lender: (A) a certificate executed by the president or chief financial officer of Borrower certifying that the representations and warranties of Borrower contained herein and in each of the Loan Documents remain true and correct as of such date, and no Default or Event of Default (as defined in Section 6.2 13) has occurred both with and without giving effect to the transactions contemplated hereby; (B) copies of the Agreement invoice(s) or other evidence satisfactory to Lender, related to the acquisition cost of the Equipment to which the Loan relates; (C) a supplement to Schedule A (if applicable), describing the Equipment to which the Loan relates, to be attached to the Note issued in connection herewith; (D) upon delivery of such Equipment, copies of the bills of sale evidencing chain of title from the manufacturer or supplier to the Borrower with respect to such Equipment; (E) a Certificate of Acceptance (as defined in Section 5) relating to such Equipment; (ii) Lender shall have received, evidence satisfactory to Lender of the filing of Uniform Commercial Code financing statements or other records relating to the Equipment in form and substance satisfactory to Lender in the jurisdiction in which Borrower is a registered organization and such other jurisdictions as Lender may reasonably request; (iii) Lender shall have received evidence of insurance policies covering the Equipment which comply with the requirements of Section 7 hereof; (iv) the representations and warranties of Borrower contained herein and in each of the other Loan Documents shall be true and correct on and as of the date specified for the Loan both with and without giving effect to the making of the Loan, (v) no Default or Event of Default shall have occurred and be continuing or result from the transactions contemplated by the making of the Loan; (vi) Borrower shall have paid the fees and reasonable out-of-pocket expenses of Lender (including the fees and expenses of counsel to the Lender and any filing or recordation fees) incurred in connection with the negotiation, execution and delivery of the Loan documents relating thereto shall have been satisfied; paid; and (bh) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received no material adverse change in the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate existing or prospective financial condition or results of the Secretary operations of Borrower or any Assistant Secretary guarantor of Borrower’s obligations hereunder (a “Guarantor”) which may affect the ability of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of perform its obligations under the Loan Documents, as amendedor the ability of any Guarantor to perform its obligations under any Guaranty, (B) certifying as complete and correct as to attached copies shall have occurred since the date of the Articles of Incorporation and By-Laws most recent audited financial statements of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof delivered to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated herebyLender.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment As conditions precedent to the contraryBanks' execution and delivery of this Amendment, Bank the Agent shall have no obligation under this Fourth Amendment until each of received the following conditions precedent have been fulfilled in form and substance satisfactory to the satisfaction of BankBanks: (a) Each A certificate of the conditions set forth president, chief executive officer or chief financial officer of each Obligor as of the date of execution and delivery by the Obligors or this Amendment stating that (1) the representations and warranties contained in Section 6.2 7 of this Amendment are true and correct, (2) all obligations, covenants, agreements and conditions contained in the Agreement to be performed or satisfied by such Obligor on or prior to the date of execution and delivery by the Obligors of this Amendment have been performed or satisfied in all respects, (3) since June 30, 1995, there has been no material adverse change in the properties, business, operations, assets, condition (financial or otherwise) or prospects of such Obligor (or, in the case of the Agreement shall have been satisfiedcertificate of the respective officer of the Company, the Consolidated Companies taken as a whole) other than as disclosed in such certificate, and (4) after given effect to this Amendment, no Default or Event of Default has occurred and is continuing; (b) Bank shall have received An opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, New York, New York, counsel to the Obligors, to the effect that (1) the execution and delivery by the Obligors of this Fourth AmendmentAmendment has been duly authorized by all requisite corporate action, (2) this Amendment has been duly executedexecuted and delivered by the Obligors and constitutes the legal, valid and binding obligation of the Obligors enforceable against the Obligors in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the rights of creditors generally and by the application of general principles of equity, and Bank shall (3) the execution and delivery of this Amendment does not conflict with or constitute a default under the Life Company Indenture or the Consolidated Companies' Operating Leases with Capstone Capital Corporation and Charter Canyon Behavioral Health System, Inc. or the Consolidated Companies have received otherwise obtained all requisite consents of the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana);parties to such agreements in connection with this Amendment; and (c) A duly executed certificate Such other documents, certificates and opinions of counsel as the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated herebyAgent may reasonably request.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment The agreement of Lessor to restructure the Obligations shall be subject to the contrary, Bank condition precedent that Lessor shall have no obligation under this Fourth Amendment until each received on or before the date hereof all of the following conditions precedent have been fulfilled following, each in form and substance acceptable to the satisfaction of BankLessor: (a) Each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfiedThis Agreement, properly executed by Lessee; (b) Bank shall have received this Fourth AmendmentThe Amended Schedules, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly properly executed by Fifth Third Bank (Central Indiana)Lessee; (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached Currently certified copies of the Articles of Incorporation and By-Laws or Certificate of Borrower or certifying that such Articles Incorporation, as applicable, of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to BankLessee; (d) Bank shall have received A Certificate of Good Standing issued as to Lessee by the Deed Secretary of Trust for Borrowerthe State of the state of Lessee’s Baltimore, Maryland real estate, duly executed by Borrower in formation not more than 10 days prior to the form prescribed by Bankdate hereof; (e) Bank shall have received a satisfactory clean title search for Borrower’s BaltimoreA certificate of the Secretary or an Assistant Secretary of Lessee certifying as to (i) the Bylaws of Lessee and (ii) the signatures of the officers or agents of Lessee authorized to execute and deliver this Agreement, Maryland real estatethe Amended Schedules and other instruments, agreements and certificates on behalf of Lessee; (f) Bank Lessor shall have received satisfactory evidence an opinion of insurance General Counsel to Lessee as required by to the Deed enforceability of Trust for Borrower’s Baltimore real estatethis Agreement, the Amended Schedules and any other documents or instruments relating thereto; (g) Bank shall have received a $32,000 amendment/waiver fee from BorrowerAs applicable, financing statements and/or amendments to financing statements, naming Lessee, as debtor, and Borrower shall naming Lessor, as secured party; (h) Current searches of appropriate filing offices showing that (i) no state or federal tax liens have reimbursed Bank for been filed and remain in effect against Lessee, (ii) no financing statements have been filed and remain in effect against Lessee relating to the Equipment except those financing statements filed by Lessor, and (iii) Lessor has duly filed all financing statements and/or amendments to financing statements that Lessor has deemed necessary or desirable; (i) Payment to Lessor of the Restructuring Fee of $25,000.00 and any other documentation fees or legal fees and other expenses incurred by Bank Lessor in connection with this Fourth Amendment Agreement; (j) Payment of all amounts under the Amended Schedules which are due and payable as of the transactions contemplated herebydate hereof as a condition to the effectiveness of this Agreement; and (k) Any other documents or items reasonably required by Lessor.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment The obligation of ▇▇▇▇▇▇ to make the Loan was subject to the contrary, Bank following conditions precedent: ▇. ▇▇▇▇▇▇ shall have no obligation under received, reviewed, and approved the following documents and other items, appropriately executed when necessary and, where applicable, acknowledged by one or more Authorized Officers of LEI, all in form and substance reasonably satisfactory to ▇▇▇▇▇▇: i. multiple counterparts of this Fourth Amendment until Agreement as requested by ▇▇▇▇▇▇; ii. the Note; iii. a certificate of the secretary or any assistant secretary of LEI dated the date of this Agreement, certifying (1) incumbency and specimen signatures of all officers or other representatives of LEI who are authorized to execute Loan Documents on behalf of LEI; (2) attached true, correct, and complete copies of each of the following conditions precedent have been fulfilled to the satisfaction of Bank: (a) Each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied; (b) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed resolutions adopted by Fifth Third Bank (Central Indiana); (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower LEI approving the Loan Documents and authorizing the execution, delivery transactions contemplated in this Agreement and performance of in the Loan Documents, as duly adopted at a meeting or by unanimous consent and certifying that the resolutions constitute all the resolutions adopted with respect to these transactions, that they have not been amended, modified, or rescinded in any respect, and that they are in full force and effect as of the date of this Agreement; (B3) certifying as attached true, correct and complete and correct as to attached copies of the Articles organizational documents of Incorporation LEI and By-Laws all amendments to them as in effect as of Borrower the date of this Agreement; and (4) attached certificates from the appropriate government officials as to the existence and good standing of LEI, each dated not more than 30 days prior to the date of this Agreement, from LEI’s state of organization, and certificates as to LEI’s qualification as a foreign entity and good standing from each other jurisdiction in which a Mortgage is being delivered by LEI pursuant to this Section 5(a); iv. the following documents establishing Liens in favor or certifying that such Articles for the benefit of Incorporation or By-Laws have not been amended ▇▇▇▇▇▇ in and to the Collateral: (except as shown1) since the previous delivery thereof Mortgage Deed of Trust, Assignment, Security Agreement, Financing Statement and Fixture Filing from LEI covering all Oil and Gas Properties of LEI and all improvements, personal property, and fixtures related to Bankthem; (d2) Bank shall have received the Deed Security Agreement from LEI covering all personal property of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by BankLEI; (e3) Bank shall have received a Financing Statements naming LEI as debtor constituent to the documents described in clauses (1) and (2) above (including, without limitation, Financing Statements constituent to the Security Agreement to be filed with the Secretary of State of the States of Nevada and Texas); and (4) undated letters, in form and substance reasonably satisfactory clean title search for Borrower’s Baltimoreto ▇▇▇▇▇▇, Maryland real estatefrom LEI to each purchaser of production and disburser of the proceeds of production from or attributable to the Mortgaged Properties, with the addressees left blank, authorizing and directing the addressees to make future payments attributable to production from the Mortgaged Properties directly to ▇▇▇▇▇▇; (f) Bank v. results of search of the UCC Records of the Secretary of State of Nevada, and the search report shall have received satisfactory evidence be from a source or sources acceptable to ▇▇▇▇▇▇ and reflecting no Liens, other than Liens permitted by Section 8(e), against any of insurance the Collateral Property as required to which perfection of a Lien is accomplished by the Deed filing of Trust for Borrower’s Baltimore real estatea financing statement; (g) Bank shall have received vi. confirmation, reasonably acceptable to ▇▇▇▇▇▇, of the title of LEI to the Mortgaged Property, free and clear of Liens other than Liens permitted by Section 8(e); vii. receipt by ▇▇▇▇▇▇ of a $32,000 amendment/waiver fee from BorrowerPhase I environmental report on or before ninety days after the Closing Date that the Oil and Gas Properties of LEI are in compliance, in all material respects, with applicable Environmental Laws; viii. copies of executed counterparts of all operating, lease, sublease, royalty, sales, exchange, processing, farmout, bidding, pooling, unitization, communitization, and Borrower shall have reimbursed Bank other agreements relating to the Mortgaged Property, as reasonably requested by ▇▇▇▇▇▇; ix. engineering information regarding the Mortgaged Property, as reasonably requested by ▇▇▇▇▇▇; x. the opinion of The Loev Law Firm, PC, counsel to LEI, and/or other third-party legal counsel reasonably acceptable to ▇▇▇▇▇▇, in form and substance reasonably acceptable to ▇▇▇▇▇▇; xi. certificates evidencing the insurance coverage required pursuant to Section 7(d); xii. payment to ▇▇▇▇▇▇▇▇▇ Global Credit, LLC, of $150,000.00 as a commitment fee and payment to Meridian Circle Advisors of $225,000.00 as an advisory fee; xiii. payment from LEI for all legal estimated fees charged by filing officers and other expenses public officials incurred by Bank or to be incurred in connection with this Fourth Amendment the filing and recordation of any Security Documents, for which invoices have been presented at least one Business Day prior to the transactions contemplated hereby.Closing Date; xiv. (1) all agreements and documents that ▇▇▇▇▇▇ requires to establish the Debt Service Reserve Escrow Account, and (2) payment by LEI into the Debt Service Reserve Escrow Account in the amount of $450,000.00;

Conditions Precedent. Notwithstanding anything contained in Before this Fourth Amendment to the contraryAgreement becomes effective and any party becomes obligated under it, Bank shall have no obligation under this Fourth Amendment until each all of the following conditions precedent have been fulfilled to the satisfaction of Bank: (a) Each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied;satisfied in a manner acceptable to Agent in its sole judgment (such date when all the following conditions are so satisfied being the “Modification Effective Date”): (b) Bank 5.1 Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each duly executed by an authorized signatory of each party thereto and each in form and substance satisfactory to Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless Agent otherwise agrees or directs): 5.1.1 this Fourth Amendment, duly executed, Agreement; and 5.1.2 the Reaffirmation of Subordination Agreement and Bank Consent to Modification and Waiver executed by JMC in the form attached hereto. 5.2 Agent shall have received such documentation as Agent may reasonably require to establish the Participant’s Consent attached heretodue organization, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate valid existence and good standing of the Secretary any guarantor or other party to any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amendedits qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, (B) certifying as complete its authority to execute, deliver and correct as perform the Loan Documents to attached which it is a party, the identity, authority and capacity of each authorized signatory thereof authorized to act on its behalf, including certified copies of articles of organization and amendments thereto, bylaws and operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank;like. (d) Bank 5.3 Agent shall have received any other agreements, resolutions, documents, opinion letters, entity documents, UCC and litigation searches, and information relating to the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; Loan (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory including evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g's authority to enter into this Agreement) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank that Agent may reasonably require or request in connection with this Fourth Amendment Agreement or in accordance with the other Loan Documents, including but not limited to documents reaffirming Agent's security interest in the Collateral as required according to local law practices. 5.4 All of the representations and warranties of Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the transactions contemplated herebydate of this Agreement.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment (a) As conditions precedent to the contraryeffectiveness of this Agreement, Bank Purchaser shall have no obligation under this Fourth Amendment until received (or waived in writing) on or before the Effective Date (except as otherwise noted below) each of the following conditions precedent have been fulfilled following, in form and substance satisfactory to the satisfaction of Bank:Purchaser and duly executed by each party thereto (as applicable): (ai) Each of the conditions set forth Program Documents duly executed and delivered by the parties thereto and being in Section 6.2 full force and effect, free of the Agreement shall have been satisfiedany modification, breach or waiver; (bii) Bank shall have received this Fourth AmendmentCertificates of an officer of each of RMS, duly executedREO Subsidiary and Guarantor attaching certified copies of RMS’s, REO Subsidiary’s and Guarantor’s respective consents or charter, bylaws and corporate resolutions, as applicable, approving the Program Documents and Transactions thereunder (either specifically or by general resolution), and Bank shall have received all documents evidencing other necessary corporate action or governmental approvals as may be required in connection with the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)Program Documents; (ciii) A duly executed certified copy of a good standing certificate from the jurisdiction of organization of each of RMS, REO Subsidiary and Guarantor, dated as of no earlier than the date which is ten (10) Business Days prior to the Purchase Date with respect to the initial Transaction hereunder; (iv) An incumbency certificate of the Secretary or any Assistant Secretary secretary of Borrower (A) each of RMS, REO Subsidiary and Guarantor certifying as the names, true signatures and titles of RMS’s, REO Subsidiary’s and Guarantor’s representatives who are, if applicable, duly authorized to attached copies of Resolutions of request Transactions hereunder and to execute the Board of Directors of Borrower authorizing Program Documents and the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as other documents to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bankbe delivered thereunder; (dv) Bank shall have received the Deed An opinion of Trust for BorrowerRMS’s Baltimorecounsel (including RMS’s in-house counsel) as to such matters as Purchaser or Agent may reasonably request (including, Maryland real estatewithout limitation, duly executed by Borrower with respect to Purchaser’s first priority lien on and perfected security interest in the Purchased Assets and Purchased Items, a no material litigation, non-contravention, enforceability and corporate opinion with respect to RMS and REO Subsidiary, an opinion with respect to the inapplicability of the Investment Company Act to RMS, the REO Subsidiary and Guarantor, an opinion that this Agreement constitutes a “repurchase agreement” and a “securities contract” within the meaning of the Bankruptcy Code and an opinion that no Transaction constitutes an avoidable transfer under Section 546(f) of the Bankruptcy Code, each in form prescribed by Bank; (e) Bank and substance acceptable to Purchaser and Agent); provided, that RMS’s in-house counsel shall have received a satisfactory clean title search for Borrower’s Baltimorebe permitted to provide only the no material litigation, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, non-contravention and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated hereby.corporate opinions;1 _______________________________

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment a. As conditions precedent to the contraryTransaction, Bank Buyer shall have no obligation under this Fourth Amendment until each received on or before the day of the following Transaction the following, in form and substance satisfactory to Buyer and duly executed by each party thereto (as applicable): (i) The Program Documents duly executed and delivered by the parties thereto and being in full force and effect, free of any modification, breach or waiver; (ii) Evidence that all other actions necessary or, in the opinion of Buyer, desirable to perfect and protect Buyer’s interest in the Purchased Assets and other Collateral have been taken, including, without limitation, duly executed and filed Uniform Commercial Code financing statements on Form UCC-1; (iii) A certified copy of Seller’s and Guarantors’ consents or corporate resolutions, as applicable, approving the Program Documents and the Transaction, and all documents evidencing other necessary corporate action or governmental approvals as may be required in connection with the Program Documents; (iv) An incumbency certificate of the secretaries of Seller and Guarantors certifying the names, true signatures and titles of Seller’s and Guarantors’ representatives duly authorized to request Transactions hereunder and to execute the Program Documents and the other documents to be delivered thereunder; (v) An opinion of Seller’s and Guarantors’ counsel as to such matters as Buyer may reasonably request and in form and substance acceptable to Buyer; (vi) A copy of the Underwriting Guidelines certified by an officer of NCMC; (vii) [Reserved]; (viii) All of the conditions precedent in the Guaranty shall have been fulfilled satisfied; and (ix) Any other documents reasonably requested by Buyer. (x) Buyer’s legal, tax, business and environmental due diligence of the Seller and Guarantors each shall have been completed to the satisfaction of Bankthe Buyer. (xi) Buyer or its designee shall have received on or before the Effective Date (unless otherwise specified in this Agreement) the following, in form and substance satisfactory to Buyer and (if applicable) duly executed: (aA) Each of the conditions set forth in Transaction Notice, Loan Schedule and Computer Medium delivered pursuant to Section 6.2 of the Agreement shall have been satisfied4; and (B) The related Trust Receipt; (bxii) Bank No Default or Event of Default shall have received this Fourth Amendment, duly executed, occurred and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated herebybe continuing.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment to This Agreement shall be effective on the contrary, Bank shall have no obligation under this Fourth Amendment until date (the “Effective Date”) on which each of the following conditions precedent have been fulfilled to the satisfaction of Bankis satisfied: (a) Each of the conditions set forth in Section 6.2 of the this Agreement and each Assumption Document shall have been satisfied;duly authorized, executed and delivered by each of the parties hereto. (b) Bank the Collateral Agent shall have received this Fourth Amendment, duly executed, and Bank shall have received confirmed that the Participant’s Consent attached hereto, duly executed Collateral required under the Pledge Agreement has been transferred by Fifth Third Bank (Central Indiana);the Depositary to the Deposit Account. (c) A duly executed the New Guarantor shall have delivered a certificate of the a Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies its articles of Resolutions incorporation, by-laws, authorizing resolutions and incumbency and specimen signatures of officers, such certificate to be reasonably satisfactory to the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank;Administrative Agent. (d) Bank the New Guarantor shall have received delivered an opinion of counsel reasonably satisfactory to the Deed Administrative Agent to the effect that (i) upon the execution and delivery of Trust for Borrowerthis Agreement, all of the Original Guarantor’s Baltimoreobligations under the Operative Documents, Maryland real estateincluding, without limitation, the due and punctual performance and observance of each covenant and condition of the Guaranty, the Participation Agreement and the other Operative Documents has been effectively assumed by the New Guarantor, (ii) that this Agreement and the Assumption Documents have been duly authorized, executed by Borrower and delivered by, and this Agreement and the Operative Documents and the Assumption Documents constitute a legal, valid and binding agreement of, the New Guarantor enforceable against the New Guarantor in accordance with their terms subject to such reasonable exceptions customarily stated with respect to such opinions, and (iii) all UCC and other filings necessary to perfect the Collateral Agent’s lien and security interest in the form prescribed by Bank;Collateral have been made. Such opinion of counsel shall also address such additional matters as the Administrative Agent may reasonably request. (e) Bank the Administrative Agent, each Lender and the Lessor shall have received a satisfactory clean title search for Borrower’s Baltimoresuch evidence as it may reasonably request relating to the business, Maryland real estate;operations and financial condition of the New Guarantor as it may reasonably request. (f) Bank the Administrative Agent, each Lender and the Lessor shall have received all other documents it may reasonably request relating to any matters relevant hereto, all in form and substance satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated herebyto such Person.

Conditions Precedent. Notwithstanding anything contained in The effectiveness of this Fourth Amendment is subject to the contrary, Bank shall have no obligation under this Fourth Amendment until each satisfaction of the following conditions precedent have been fulfilled precedent, in form and substance satisfactory to the satisfaction of Bank, unless specifically waived in writing by Bank: (a) Each of the conditions set forth in Section 6.2 of the Agreement Bank shall have been satisfiedreceived this Amendment originally executed and delivered by Borrower; (b) Bank shall have received this Fourth Amendment, duly executed, an Amended and Restated Note originally executed and delivered by Borrower; (c) Bank shall have received the Participant’s Consent attached hereto, duly Bent Tree Deed of Trust executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to BankBorrower; (d) Bank shall have received the Deed an Assignment of Trust for Borrower’s Baltimore, Maryland real estate, duly Rents executed by Borrower in the form prescribed by BankBorrower; (e) Bank shall have received a satisfactory clean title search for an attorney invoice and representation letter executed by Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence an authority certificate executed by an officer of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received each of the following with respect to the property described in the Bent Tree Deed of Trust referenced in provision (c) above: (i) copy of the existing owner’s policy; (ii) mortgagee title policy for the Bent Tree Property from a $32,000 amendment/waiver fee from Borrowertitle company satisfactory to Bank; (iii) tax certificate; (iv) survey; (v) evidence of property and liability insurance; (vi) flood certificate; (vii) Phase I environmental report; (viii) property condition report; (ix) certificate of occupancy; (x) rent roll; (xi) copies of lease agreements; (xii) tenant estoppels executed by the tenants; (xiii) subordination, non-disturbance and attornment agreements executed by the tenants; and (xiv) an appraisal of the Bent Tree Property indicating an appraised value satisfactory to Bank in all respects; (h) Bank shall have received a copy of the Plans, the Approved Budget, the Construction Schedule, each Contractor’s Agreement, and Borrower the Architect’s agreement; (i) Bank shall have reimbursed received from Borrower such UCC lien searches as Bank for may require; (j) The representations and warranties contained herein, in the Loan Agreement, as amended hereby, and in each other Loan Document, as amended of even date herewith, shall be true and correct as of the date hereof, as if made on the date hereof; (k) No Default or Event of Default shall have occurred and be continuing; (l) All corporate and limited partnership proceedings taken in connection with the transactions contemplated by this Amendment and all legal fees documents, instruments and other legal matters incident thereto, shall be satisfactory to Bank; (m) Bank shall have received from Borrower a renewal fee in the amount of $60,000; (n) Bank shall have received from Borrower payment of all expenses incurred by Bank to date, including attorneys’ fees and costs; and (o) Bank shall have received such other documents, instruments or certificates as Bank and its counsel may reasonably require, including such documents as Bank in connection with its sole discretion deems necessary or appropriate to effectuate the terms and conditions of this Fourth Amendment and the transactions contemplated herebyLoan Documents.

Conditions Precedent. Notwithstanding anything contained 4.1 This Amendment shall be effective upon the Agent having received, in this Fourth Amendment form and substance satisfactory to the contrary, Bank shall have no obligation under this Fourth Amendment until each of the following conditions precedent have been fulfilled to the satisfaction of BankAgent: (a) Each of this Amendment duly executed by the conditions set forth in Section 6.2 of Obligors and the Agreement shall have been satisfiedAgent; (b) Bank shall have received a certificate of an officer of each Obligor attaching copies of its Constating Documents, a list of its officers and directors with occupations of all directors, specimens of the signatures of those officers or directors who are executing Loan Documents on its behalf, copies of the corporate proceedings taken to authorize it to execute, deliver and perform its obligations under this Fourth Amendment, duly executed, and Bank shall have received other corporate information that the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)Agent or any Lender may reasonably require; (c) A duly executed certificate certificates of status, compliance, good standing or similar certificates for the Secretary or any Assistant Secretary jurisdiction of Borrower (A) certifying as to attached copies incorporation of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bankeach Obligor; (d) Bank shall have received currently dated opinions in each applicable jurisdiction, addressed to the Deed Agent and the Lenders each in form and substance satisfactory to the Lenders and ▇▇▇▇▇▇▇’ counsel, acting reasonably, of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in counsel to the form prescribed by BankObligors; (e) Bank shall have received payment of all fees that are payable under or in connection with this Amendment to the Agent, the Lenders or any of them, and reimbursement of all expenses incurred by any of them, as required by the Credit Agreement or this Amendment including, without limitation, payment of (i) an extension fee in an amount of equal to [percentage redacted] of each such Lender’s (or its Affiliate) Commitment (as defined in the Credit Agreement)) that is being extended as a satisfactory clean title search for BorrowerCommitment pursuant to the terms of this Amendment from August 29, 2024 to November 4, 2026 with respect to the Revolving Credit and (ii) a new money fee in an amount of equal to [percentage redacted] of the incremental initial issuance or subsequent increase, as applicable, of each such Lender’s Baltimore(or its Affiliate) Commitment (as defined in the Credit Agreement)) with respect to the Term Credit or the Revolving Credit, Maryland real estateas applicable, pursuant to the terms of this Amendment; (f) Bank shall have received satisfactory evidence of insurance such other documents relating to the Security as required by the Deed of Trust for Borrower’s Baltimore real estate;Lenders may reasonably require; and (g) Bank shall have confirmation from each Lender that it has received a $32,000 amendment/waiver fee from Borrowerthe Borrowers all information and documentation necessary in order to comply with Applicable Laws and internal requirements (including any applicable “know your customer” or “know your client” requirements). 4.2 The conditions stated in Section 4.1 of this Amendment are inserted for the sole benefit of the Agent on behalf of the Lenders and may be waived by the Agent in writing, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank with the approval of the Lenders, in connection whole or in part, with this Fourth Amendment and the transactions contemplated herebyor without terms or conditions.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment (ad) As conditions precedent to the contraryeffectiveness of this Agreement, Bank Purchaser shall have no obligation under this Fourth Amendment until received on or before the Effective Date the following, in form and substance satisfactory to Purchaser and duly executed by each of the following conditions precedent have been fulfilled to the satisfaction of Bank:party thereto (as applicable): (aiv) Each of the conditions set forth Program Documents duly executed and delivered by the parties thereto and being in Section 6.2 full force and effect, free of the Agreement shall have been satisfiedany modification, breach or waiver; (bv) Bank shall have received this Fourth AmendmentA certificate of an officer of Seller attaching certified copies of Seller’s consents or charter, duly executedbylaws and corporate resolutions, as applicable, approving the Program Documents and Transactions thereunder (either specifically or by general resolution), and Bank shall have received all documents evidencing other necessary corporate action or governmental approvals as may be required in connection with the ParticipantProgram Documents; (vi) A certified copy of a good standing certificate from the jurisdiction of organization of Seller, dated as of no earlier than the date which is ten (10) Business Days prior to the Effective Date; (vii) An incumbency certificate of the secretary of Seller certifying the names, true signatures and titles of Seller’s Consent attached heretorepresentatives who are duly authorized to request Transactions hereunder and to execute the Program Documents and the other documents to be delivered thereunder; (viii) An opinion of Seller’s counsel as to such matters as Purchaser may reasonably request (including, duly executed by Fifth Third Bank (Central Indianawithout limitation, with respect to Purchaser’s perfected security interest in the Purchased Assets, a non-contravention, enforceability and corporate opinion with respect to Seller, an opinion with respect to the inapplicability of the Investment Company Act to Seller, an opinion that this Agreement constitutes a “repurchase agreement”, a “securities contract” and a “master netting agreement” within the meaning of the Bankruptcy Code and an opinion that no Transaction constitutes an avoidable transfer under Sections 546(e), 546(f), and 546(j) of the Bankruptcy Code, each in form and substance acceptable to Purchaser); (cix) A duly executed certificate Seller shall have paid to Purchaser and Purchaser shall have received all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Program Documents, including without limitation, the Structuring Fee, the Non-Utilization Fee, and any Transaction Fees then due and owing pursuant to Section 2 of the Secretary Pricing Side Letter, in immediately available funds, and without deduction, set-off or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bankcounterclaim; (dx) Bank shall have received A copy of the Deed insurance policies required by Section 1415(q) of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bankthis Agreement; (exi) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estateDuly completed and filed Uniform Commercial Code financing statements acceptable to Purchaser and covering the Purchased Assets on Form UCC1; (fxii) Bank Purchaser or Agent shall have received completed the due diligence review pursuant to Section 3637, and such review shall be satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estateto Purchaser and Agent in their sole discretion; (gxiii) Bank Seller shall have received a $32,000 amendment/waiver fee from Borrowerprovided evidence, satisfactory to Purchaser and Borrower shall have reimbursed Bank for all legal fees Agent, that Servicer’s and Seller’s Approvals are in good standing; and (xiv) Any other expenses incurred documents reasonably requested by Bank in connection with this Fourth Amendment and the transactions contemplated herebyPurchaser or Agent.

Conditions Precedent. Notwithstanding anything contained in this Fourth This Amendment to No. 3 shall be effective upon the contrary, Bank shall have no obligation under this Fourth Amendment until satisfaction of each of the following conditions precedent precedent: 4.1. Agent shall have been fulfilled to received each of the satisfaction of Bankfollowing: (a) Each this Amendment No. 3, duly authorized, executed and delivered by the Required Lenders and Loan Parties; (b) the secretary’s certificates of directors’ resolutions and other materials and opinion letter of counsel to Loan Parties in each case with respect to this Amendment No. 3; (c) copies of each of the WSG Acquisition Documents executed on or before the Amendment No. 3 Effective Date in connection therewith, together with a certificate of the Secretary of Parent certifying each such document as being a true, correct, and complete copy thereof; (d) copies of each of the Term Loan Documents, together with a certificate of the Secretary of Parent certifying each such document as being a true, correct, and complete copy thereof; (e) the Intercreditor Agreement, in form and substance satisfactory to Agent, duly authorized, executed and delivered by Term Loan Agent and acknowledged by the Loan Parties; (f) such security agreement supplements or other security agreements, together with such schedules thereto or to any other Loan Document, including, but not limited to, an updated Perfection Certificate to reflect the WSG Acquisition, as Agent may require with respect to the WSG Assets, in form and substance reasonably satisfactory to Agent, duly authorized, executed and delivered by Parent or such other Loan Party as Agent may specify; (g) the Collateral Assignment of Buyer-Side Representations and Warranties Insurance Policy as Collateral Security with respect to the WSG Representation and Warranty Policy, duly authorized, executed and delivered by Borrowers and the insurer under such policy, together with a true, correct and complete copy of such policy; (h) a certificate from an Authorized Person of Loan Parties to the effect that each of the conditions set forth in this Section 6.2 4 is satisfied as of the Amendment No. 3 Effective Date; 4.2. each of the conditions set forth in the definition of the term “Permitted Acquisition” in the Credit Agreement shall have been satisfiedsatisfied with respect to the WSG Acquisition; (b) Bank 4.3. Agent shall have received this Fourth Amendmentevidence, in form and substance satisfactory to Agent that the WSG Acquisition has been consummated and Parent has acquired good and marketable title to all of the WSG Assets pursuant to the WSG Acquisition Documents thereto in accordance with the terms thereof (and including a certificate by a duly executedauthorized officer of Loan Parties, in form and substance satisfactory to Agent, as to the executed WSG Acquisition Documents, the consummation of the WSG Acquisition, the satisfaction of the conditions to a Permitted Acquisition in connection with the WSG Acquisition and the satisfaction of the conditions set forth herein, and Bank such other certifications with respect thereto as Agent may require); 4.4. Agent shall have received evidence in form reasonably satisfactory to it that the Participant’s Consent attached hereto, Term Loan Agreement has been duly executed and delivered by Fifth Third Bank each party thereto and is in full force and effect and a Loan Party shall have, or substantially concurrently with the effectiveness of Amendment No. 3 have received gross proceeds from the term loans made thereunder in an aggregate principal amount of not less than $100,000,000 on the Amendment No. 3 Effective Date, which shall have been used, in whole or in part, to pay, among other things, a portion of the consideration under the WSG Acquisition Agreement and/or a portion of the Obligations; 4.5. Agent shall have received UCC, tax lien and judgment searches with respect to the WSG Assets, and the results of which shall not include any Liens other than Permitted Liens or Liens that shall be terminated on or before the Amendment No. 3 Effective Date (Central Indianaincluding all financing statements with U.S. Bank, National Association as secured party for which termination statements shall be submitted for recording on the Amendment No. 3 Effective Date); (c) A duly executed certificate 4.6. as of the Secretary date of this Amendment No. 3, and after giving effect thereto, no Default or any Assistant Secretary Event of Borrower (A) certifying as to attached copies of Resolutions Default shall exist or have occurred and be continuing; 4.7. each of the Board of Directors of Borrower authorizing the executionconditions set forth in this Section 4 shall be satisfied on or before June 31, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated hereby2021.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment As a condition precedent to the contraryeffectiveness of this Loan Modification Agreement and the Bank’s obligation to make further Advances under the Revolving Line, Bank shall have no obligation under this Fourth Amendment until each of the following conditions precedent have been fulfilled to the satisfaction of Bank: (a) Each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied; (b) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached heretofollowing documents prior to or concurrently with this Loan Modification Agreement, each in form and substance satisfactory to the Bank: A. this Loan Modification Agreement duly executed on behalf of each Borrower (including, without limitation, New Borrower) and signed by Fifth Third Bank (Central Indiana)way of acknowledgement by Guarantor; (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) B. Bank shall have received copies, certified by a duly authorized officer of each Borrower (including, without limitation, New Borrower), to be true and complete as of the Deed date hereof, of Trust for each of (i) the governing documents of each Borrower (including, without limitation, New Borrower) as in effect on the date hereof, (ii) the resolutions of each Borrower (including, without limitation, New Borrower) authorizing the execution and delivery of this Loan Modification Agreement, the other documents executed in connection herewith and each Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence performance of insurance as required by the Deed all of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated hereby, and (iii) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be so authorized on behalf of each Borrower (including, without limitation, New Borrower); C. a good standing certificate of each Borrower (including, without limitation, New Borrower), certified by the Secretary of State of the state of incorporation of each respective Borrower (including, without limitation, New Borrower), together with a certificate of foreign qualification from the Secretary of State (or comparable governmental entity) of each state in which each Borrower (including, without limitation, New Borrower) is qualified to transact business as a foreign entity, if any, in each case dated as of a date no earlier than thirty (30) days prior to the date hereof; D. certified copies, dated as of a recent date, of financing statement and other lien searches of each Borrower (including, without limitation, New Borrower), as Bank may request and which shall be obtained by Bank, accompanied by written evidence (including any UCC termination statements) that the Liens revealed in any such searched either (i) will be terminated prior to or in connection with the Loan Modification Agreement, or (ii) in the sole discretion of Bank, will constitute Permitted Liens; E. a filed copy, which shall be filed by Bank, acknowledged by the appropriate filing office in the State of Delaware, of a UCC Financing Statement, naming New Borrower as “Debtor” and Bank as “Secured Party”; F. a completed Perfection Certificate executed by New Borrower, together with the duly executed original signatures thereto; G. evidence satisfactory to Bank that the insurance policies required for New Borrower are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and H. such other documents as Bank may reasonably request.

Conditions Precedent. Notwithstanding anything contained in Prior to or concurrently with the execution of this Fourth Amendment Amendment, and as a condition to the contrary, Bank shall have no obligation under this Fourth Amendment until each of the following conditions precedent have been fulfilled Credit Parties to the satisfaction of Bankexecute this Amendment: (a) Each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied; (b) Bank The Administrative Agent shall have received this Fourth Amendmenta certificate, duly executeddated the Third Amendment Closing Date, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Borrower: (i) attaching a true and complete copy of the resolutions of its Board of Directors and of Borrower authorizing all other documents evidencing all necessary corporate action (in form and substance satisfactory to the Administrative Agent) taken to authorize the execution, delivery and performance of this Amendment and each of the other documents and instruments contemplated hereby; (ii) setting forth the incumbency of its officers who are authorized to and who sign this Amendment, including therein a signature specimen of such officers; and (iii) attaching a certificate of good standing of the Secretary of State of the jurisdiction of its formation. (b) The Credit Parties shall have received all fees and other amounts due and payable to the Credit Parties, and their respective Affiliates, under the Credit Agreement, the other Loan DocumentsDocuments or any separate letter agreement or other arrangement(s) among the Borrower and the Administrative Agent and Syndication Agent to the extent that such fees or other amounts are payable on or prior to the Third Amendment Closing Date, including, to the extent invoiced with reasonable detail, reimbursement or payment of the fees and disbursements of Special Counsel and all other out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (c) The Administrative Agent shall have received a waiver executed by the Borrower and NML under the Subordinated Note and Warrant Purchase Agreement, dated January 18, 2002, as amended, (B) certifying as complete between the Borrower and correct as NML in form and substance satisfactory to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank;Administrative Agent. (d) Bank No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein or by the other Loan Documents shall have received been issued by any Governmental Authority against the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank;Administrative Agent or any Lender. (e) Bank The Administrative Agent shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall all other information and documents which the Administrative Agent or its counsel may reasonably have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank requested in connection with this Fourth Amendment and the transactions contemplated herebyby this Amendment, such information and documents where appropriate to be certified by one of the Borrower’s officers or a Governmental Authority.

Conditions Precedent. Notwithstanding anything contained in this Fourth This Amendment to shall become effective as of the contrary, Bank shall have no obligation under this Fourth date hereof (the "Amendment until each Effective Date") upon the satisfaction of the following conditions precedent precedent: 3.1 The Agent shall have been fulfilled to the satisfaction of Bankreceived: (a) Each a facsimile or original executed copy of this Amendment executed by the conditions set forth in Section 6.2 of Parent, each Borrower, the Agreement shall have been satisfiedGuarantors, the Requisite Lenders and the Agent; (b) Bank shall have received corporate resolutions of the Parent, Borrowers and Guarantors authorizing the execution and delivery of this Fourth Amendment, duly executed, Amendment and Bank shall have received the Participant’s Consent attached hereto, duly all instruments and documents required to be executed by Fifth Third Bank (Central Indiana)and delivered in connection herewith; (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, the documents pertaining to the LJH Transactions and other agreements, documents, instruments, certificates and legal opinions, in each case as amendedset forth on Exhibit F attached hereto and made a part hereof, (B) certifying as complete in form and correct as substance satisfactory to attached copies of the Articles of Incorporation Agent and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to BankRequisite Lenders; (d) Bank shall have received all agreements, documents and instruments delivered to the Deed obligees under the TROL Documents as a result of Trust for Borrower’s Baltimorethe LJH Transactions or this Amendment, Maryland real estateincluding without limitation a waiver of the TROL Defaults, duly executed by Borrower in form and substance satisfactory to the form prescribed by BankAgent and the Requisite Lenders; (e) Bank shall have received all agreements, documents and instruments delivered to the obligees under the BofA Note and guaranties executed and delivered in connection therewith as a result of the LJH Transactions or this Amendment, in form and substance satisfactory clean title search for Borrower’s Baltimore, Maryland real estateto the Agent and the Requisite Lenders; (f) Bank shall have received satisfactory evidence the annual report, financial statements, report of insurance as KPMG Peat Marwick LLP and other reports for Fiscal Year 2002 required by to be delivered pursuant to Section 8.01(c) of the Deed of Trust for Borrower’s Baltimore real estateCredit Agreement (after giving effect to the waiver with respect thereto in Section 2.2(vi) above); (g) Bank shall have received receipt by the Agent, for the ratable benefit of the Lenders, of at least $2,050,000 in proceeds from the initial funding under the LJH Note as a $32,000 amendment/waiver fee from Borrowermandatory prepayment of the Revolving Loans under Section 4.01(b) of the Credit Agreement (as amended hereby); (h) payment of the expenses of the Agent and certain of the Lenders in the amounts identified on Exhibit G attached hereto and made part hereof; and (i) such other agreements, documents, instruments, certificates and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with opinions as the Agent may reasonably request. 3.2 After giving effect to this Fourth Amendment and the transactions contemplated herebywaiver of the TROL Defaults, (a) no "Potential Event of Default" or "Event of Default" shall have occurred and be continuing under the terms of the Credit Agreement; and (b) all of the representations and warranties in this Amendment shall be true and correct in all material respects.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment to The rights and obligations of the contrary, Bank shall have no obligation Parties under this Fourth Amendment until each of the following conditions precedent have been fulfilled Lease are subject to the satisfaction of Bankthe following conditions: (a) Each a DGI Final Approval satisfactory to each of the conditions set forth in Section 6.2 of Tax Investors, the Agreement Lessee and Inco shall have been satisfiedobtained from the DGI; (b) Bank DSF Ruling satisfactory to each of the Tax Investors, the Lessee and Inco shall have received this Fourth Amendment, duly executed, and Bank shall have received been obtained from the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)DSF; (c) A duly executed certificate of a Canadian tax ruling, satisfactory to the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of Lessee and Inco shall have been obtained from the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to BankCanadian tax authorities; (d) Bank shall have received the Deed execution of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower the Transaction Documents acceptable both in form and substance to all parties to the form prescribed by BankTransaction Documents; (e) Bank shall have received a satisfactory clean title search for Borrowerlegal opinion issued by the Lessee’s Baltimore, Maryland real estatemetropolitan France counsel with respect to the corporate status of the Lessee acceptable to all parties to the Transaction Documents; (f) Bank shall have received satisfactory evidence of insurance as required a legal opinion issued by the Deed counsel of Trust each Guarantor party to the Transaction Documents at the Closing Date with respect to the corporate status of such Guarantor acceptable to all parties to the Transaction Documents; for Borrower’s Baltimore real estateInco, such opinion may be issued by its internal lawyer; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrowerlegal opinion issued by the counsel of each Guarantor party to the Transaction Documents at the Closing Date confirming that the obligations undertaken under the First Demand Guarantee and the Cautionnement are enforceable against such Guarantor under the laws of its place of incorporation addressed to the Lessor and the Tax Investors (collectively the “Addressees”) as well as to the Lessee; (h) a legal opinion issued by the Lessor’s New Caledonian counsel (a) with respect to the corporate status of the Lessor and (b) confirming that no provisions of the Transaction Documents to which the Lessor is party contravenes with New Caledonian laws and regulations, addressed to and Borrower shall have reimbursed Bank for acceptable to all parties to the Transaction Documents; (i) a legal fees opinion issued by the Lessor’s metropolitan France counsel confirming that all Transaction Documents entered into by all parties to the Transaction Documents are legal, valid and other expenses incurred binding in accordance with their terms, addressed to the Addressees and with a copy to the Lessee who will not be entitled to rely on it; and (j) approvals by Bank in connection with this Fourth Amendment the boards of directors of each of Inco and the Lessee of the terms of, and the transactions contemplated herebyby the Transaction Documents.

Conditions Precedent. Notwithstanding anything contained in The effectiveness of this Fourth Amendment Agreement shall be subject to the contrary, Bank shall have no obligation under this Fourth Amendment until each fulfillment of the following conditions precedent have been fulfilled to the satisfaction of Bankprecedent: (a) Each of the conditions The Agent shall have received on or before November 21, 2000 (or such earlier date as may be set forth below), in Section 6.2 form and substance satisfactory to the Agent, the following: (i) a fully-executed original of the Agreement shall have been satisfiedthis Amendment Agreement; (bii) Bank shall an opinion of outside counsel to the Lessee and the Guarantors, addressed to the Agent, the Owner Trustee and the Lenders and Holders, including without limitation an opinion of such counsel with respect to non-contravention of the Citicorp Loan Documents and agreements under which the Senior Subordinated Notes have received been issued, by this Fourth Amendment, duly executed, Amendment Agreement and Bank shall have received the Participant’s Consent attached hereto, duly instruments and documents executed by Fifth Third Bank (Central Indiana)the Lessee, Construction Agent and Guarantors in connection herewith; (ciii) A duly executed a certificate of the Secretary or any an Assistant Secretary of Borrower each of the Lessee and each Guarantor in such form as is reasonably acceptable to the Agent attaching and certifying as to (A) certifying as to attached copies of Resolutions the resolutions of the Board of Directors of Borrower Lessee or such Guarantor (as the case may be) duly authorizing the execution, delivery and performance by Lessee or such Guarantor (as the case may be) of this Amendment Agreement and each of the Loan Documents, as amendedother Operative Agreements delivered in connection with this Amendment Agreement to which such Lessee or Guarantor is or will be a party, (B) certifying the fact that neither its certificate of incorporation nor its bylaws have been changed from the versions that were certified and delivered to the Agent on the Initial Closing Date (or if they have been changed, such certificate of incorporation or by-laws certified as complete and correct as to attached copies of a recent date by the Secretary of State of the Articles State of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrowerits incorporation), and Borrower shall have reimbursed Bank for all legal fees (C) the incumbency and signature of persons authorized to execute and deliver on its behalf this Amendment Agreement and each of the other expenses incurred by Bank Operative Agreements delivered in connection with this Fourth Amendment Agreement to which such Lessee or Guarantor is a party; (iv) a fee (the "Amendment Fee") in the amount of $50,000, in immediately available funds, paid by the Lessee (as described in Exhibit C) to the Agent on or before November 17, 2000; plus evidence of the payment of all other fees and amounts set forth in Exhibit C attached hereto; (v) an executed amendment to the Existing Aviation Sales Credit Agreement (as in effect prior to the effective date of this Amendment Agreement) in the form attached hereto as Exhibit A or otherwise in form and substance satisfactory to the Agent, Lenders and Holders; (vi) evidence that any Lien on any Property in favor of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Inc. has been released; (vii) a written consent of the obligee parties to the Existing Aviation Sales Credit Agreement to the terms of this Amendment Agreement in form and substance satisfactory to the Agent (which consent may be included in the amendment agreement referred to in clause (v) above); (viii) a down-dating endorsement of the title policy issued to the Agent, with respect to the Property located in Miramar, Florida, such endorsement showing no additional exceptions to coverage, except as approved by the Agent (in its sole discretion); (ix) an opinion of outside counsel to the Lessee and the transactions contemplated hereby.Guarantors, addressed to the Agent, the Owner Trustee and the Lenders and Holders, to the effect that the execution, delivery and performance of this Amendment Agreement will not affect the priority of any Lien in favor of the Owner Trustee or the Agent (on behalf of itself, any Lender or any Holder) that exists under the Operative Agreements (which opinion may be included in the opinion referred to in clause (ii) above); and (x) any additional agreements, instruments or documents which it may reasonably request in connection herewith; (b) The correctness in all material respects on the date hereof of the representations and warranties of the Owner Trustee, Construction Agent and the Lessee contained herein and in each of the Operative Agreements;

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment The obligation of the Lender to -------------------- refinance the Prior Loan hereunder shall be subject to the contrary, Bank conditions precedent that (i) Borrower shall have no obligation under this Fourth Amendment until each paid all interest accrued on the Prior Loan through the date of such refinancing and shall have reduced the outstanding principal balance of the Prior Loan to $1,700,000 and (ii) the Lender shall have received the following conditions precedent have been fulfilled documents (all such documents to be in form and substance satisfactory to the satisfaction of Bank:Lender): (a) Each of this Agreement and the conditions set forth in Section 6.2 of the Agreement shall have been satisfiedNote duly executed; (b) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)and completed Guaranty Agreements, Life Insurance Assignment and Security Agreements; (c) A closing certificates of the Borrower and DBS, duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bankappropriately completed; (d) Bank shall have received if requested by Lender, an opinion of counsel for the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by BankCredit Parties and ▇▇▇▇▇▇▇ addressed to Lender and covering such matters as Lender may deem appropriate; (e) Bank shall have received a satisfactory clean title search copy of the Certificate or Articles of Incorporation (or other comparable charter instrument) of each of the Borrower and DBS (certified as of a recent date by the Secretary of State or other appropriate official of the state of such Credit Party's incorporation), together with current good standing certificates or certificates of existence for Borrower’s Baltimore, Maryland real estateeach of such Credit Parties issued as of a recent date by the Secretary of State or other appropriate official of such Credit Party's jurisdiction of incorporation and of such other jurisdictions where such Credit Party presently is qualified to do business as a foreign corporation (subject to such exceptions as may be acceptable to the Lender); (f) Bank copies of all documents and instruments, including all consents, authorizations and filings, required under any Requirement of Law or by any Contractual Obligation of any of the Credit Parties, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall be reasonably satisfactory in form and substance to the Lender and shall be in full force and effect and all applicable waiting periods shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estateexpired; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, all corporate proceedings and Borrower shall have reimbursed Bank for all other legal fees and other expenses incurred by Bank matters in connection with this Fourth Amendment the authorization, legality, validity and enforceability of the transactions contemplated herebyCredit Documents shall be reasonably satisfactory in form and substance to Lender; and (h) such other documents, certificates, approvals or filings as the Lender may reasonably request.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment to The amendments set forth above shall become effective upon the contrary, Bank shall have no obligation under this Fourth Amendment until each satisfaction of the following conditions precedent have been fulfilled to the satisfaction of Bankprecedent: (a) Each of this Amendment has been executed by each Borrower, the conditions set forth in Section 6.2 of Parent, the Agreement Global Agent and the Lenders, and counterparts hereof as so executed shall have been satisfieddelivered to the Global Agent; (b) Bank the Borrowers shall have received provided an officer’s certificate that certifies that all representations and warranties of the Credit Parties contained in the Credit Agreement or in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of this Fourth Amendment, duly executedexcept to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and Bank warranties shall have received been true and correct in all material respects as of the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana)date when made; (c) A duly each Subsidiary Guarantor has executed certificate of and delivered to the Secretary or any Assistant Secretary of Borrower (A) certifying as to Global Agent the Subsidiary Guarantor Acknowledgment and Agreement attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bankhereto; (d) Bank the Global Agent shall have received an executed copy of the Deed of Trust for Borrower’s BaltimoreTerm Loan Facility in form and substance satisfactory to the Global Agent and certified by an Authorized Officer as being a true, Maryland real estate, duly executed by Borrower in the form prescribed by Bankcorrect and complete copy thereof; (e) Bank the Borrowers shall have received provided the Global Agent a copy of financial projections for the fiscal years 2012 through 2016 which have been prepared taking into account historical levels of business activity, known trends, including general economic trends, and other information, assumptions and estimates considered by management of the Parent and its Subsidiaries to be pertinent thereto, and such financial projections shall be satisfactory clean title search for Borrower’s Baltimore, Maryland real estate;to the Agent; and (f) Bank the Borrowers shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for paid all legal reasonable out-of-pocket fees and other expenses incurred by Bank of the Global Agent that have been invoiced on or prior to such date in connection with the preparation, negotiation, execution and delivery of this Fourth Amendment and the transactions contemplated herebyAmendment.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment to The obligations of the contrary, Bank shall have no obligation parties under this Fourth Amendment until each of Agreement are subject to the following conditions precedent have been fulfilled to the satisfaction of Bankprecedent: (a) Each The representations and warranties contained herein shall be accurate as of the conditions set forth in Section 6.2 date of delivery of the Agreement shall have been satisfied;Securities. (b) Bank Paul, Hastings, J▇▇▇▇▇▇▇ & W▇▇▇▇▇ LLP, counsel for the Company (the “Company Counsel”), shall have received this Fourth Amendmentdelivered an opinion, duly executeddated the Closing Date, addressed to each Holder and to the New Indenture Trustee, in substantially the form set out in Annex A-I hereto, the Company shall have furnished to the Holders and the New Indenture Trustee, a certificate signed by the Company’s Chief Executive Officer, President, any Executive Vice President, Chief Financial Officer, Treasurer or Assistant Treasurer, dated the Closing Date, addressed to the Holders and to the New Indenture Trustee, in substantially the form set out in Annex A-II hereto, and Bank V▇▇▇▇▇▇ LLP, Maryland counsel for the Company (“Venable”), shall have received delivered an opinion, dated the Participant’s Consent attached Closing Date, addressed to the Holders and the New Indenture Trustee, in substantially the form set out in Annex-III hereto. In rendering its opinion, duly executed the Company Counsel and Venable may rely as to factual matters upon certificates or other documents furnished by Fifth Third Bank (Central Indiana); (c) A duly executed certificate officers, directors and trustees of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached Company and by government officials; provided, however, that copies of Resolutions of any such certificates or documents are delivered to the Board of Directors of Borrower authorizing Holders and the executionNew Indenture Trustee) and by and upon such other documents as such counsel may, delivery in their reasonable opinion, deem appropriate as a basis for the Company Counsel’s opinion. The Company Counsel may specify the jurisdictions in which they are admitted to practice and performance of the Loan Documents, as amended, (B) certifying as complete that they are not admitted to practice in any other jurisdiction and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have are not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower experts in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence law of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and any other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated herebyjurisdiction.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment 3.1 This Agreement shall not become effective, and Fidelity shall not be obligated to make any Advance or Term Advance hereunder (including the contraryfirst), Bank until it shall have no obligation under this Fourth Amendment until each of received the following conditions precedent have been fulfilled documents, duly executed in form and substance satisfactory to the satisfaction of BankFidelity and its counsel: (a) Each confirmation of the general continuing guarantees of the Obligations executed by Waste Recovery-Illinois, L.L.C. and Domino Salvage, Tire Division, Inc., respectively; (b) certificates executed by the President and the Secretary of each Company certifying (i) the names and signatures of the officers of such Company authorized to execute Transaction Documents, (ii) the resolutions duly adopted by the Board of Directors of such Company authorizing the execution of the Transaction Documents to which such Company is a party, and (iii) correctness and completeness of the copy of the bylaws or partnership agreement, as applicable, of such Company attached thereto; (c) a certificate executed by the President and the Chief Financial Officer/Treasurer of each Company certifying the satisfaction of the conditions set forth in this Section 6.2 of the Agreement shall have been satisfied; (b) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank3; (d) Bank shall have received certificates regarding the Deed due formation, valid existence and good standing of Trust for Borrower’s Baltimoreeach Company (or each partner thereof, Maryland real estate, duly executed by Borrower in the form prescribed case of the Partnership) in the state of its organization issued by Bankthe appropriate governmental authorities in such jurisdiction; (e) Bank shall a landlord agreement with Southern Metal Finishing Company, Inc. whereby it subordinates any security interest that it may have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estatein the Collateral to Fidelity's security interest therein; (f) Bank shall have received satisfactory evidence a favorable opinion of insurance counsel for the Companies and each guarantor of the Obligations covering such matters as required by the Deed of Trust for Borrower’s Baltimore real estateFidelity may reasonably request; (g) endorsements naming Fidelity as an additional insured or loss payee, as appropriate, on all liability insurance and all property insurance policies of each Company; (h) an appraisal of WRI's Eligible Machinery and Equipment located at the Atlanta Facility performed by an appraiser selected by Fidelity in its sole and absolute discretion showing that the forced liquidation value of such Eligible Machinery and Equipment is at least $423,600; and (i) a release executed by The Bank of New York (as trustee for the Development Authority of ▇▇▇▇▇▇ County, Georgia) releasing any liens or security interest that it may have in the assets and properties of WRI; (j) a mortgage agreement with Tire Lending Associates subordinating any interest that Tire Lending Associates may have in the Collateral to Fidelity's security interest therein; and (k) an estoppel letter from Waste Management regarding collection efforts to collect its agreed judgment against WRI. 3.2 Fidelity shall not be obligated to make any Advance or Term Advance hereunder (including the first), unless: (i) all representations and warranties made by the Company in the Transaction Documents are true on and as of the date of such Advance or Term Advance as if such representations and warranties had been made as of the date of such Advance or Term Advance, (ii) each Company has performed and complied with all agreements and conditions required in the Transaction Documents to be performed or complied with by it on or prior to the date of such Advance or Term Advance, (iii) no Event of Default or any event or circumstance that, with the passage of time, the giving of notice or both, would become an Event of Default shall have received a $32,000 amendment/waiver fee from Borroweroccurred, (iv) such Advance or Term Advance shall not be prohibited by any law or any regulation or any order of any court or governmental agency or authority, (v) none of either Company or any guarantor shall have repudiated or made any anticipatory breach of any of its obligations under any Transaction Document, and Borrower (vi) Fidelity shall not have disapproved such Advance or Term Advance in whole or in part. 3.3 Fidelity shall not be obligated to make the first Advance or the New Term Advance hereunder, unless, or contemporaneously therewith, WRI shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated herebysold its Portland, Oregon facility at a cash price of at least $750,000.

Conditions Precedent. Notwithstanding anything contained The forbearance provided in Section 3 and the waiver and other provisions set forth in Sections 4, 6, 7, 8 and 9 above shall be effective only if the Agent has received, on or before the date of this Fourth Amendment to the contraryAgreement, Bank shall have no obligation under this Fourth Amendment until each of the following conditions precedent have been fulfilled following, each in form and substance acceptable to the satisfaction of BankAgent in its sole discretion: (a) Each of this Agreement, duly executed by the conditions set forth in Section 6.2 of the Agreement shall have been satisfiedBorrower and each Lender; (b) Bank shall have received this Fourth Amendment, duly executed, an Acknowledgment and Bank shall have received Agreement of the Participant’s Consent attached heretoGuarantors, duly executed by Fifth Third Bank (Central Indiana)each Guarantor; (c) A a copy of the Kinetic Engagement Agreement, including without limitation each amendment or other modification thereto prior to the date hereof, in each case duly executed by the parties thereto; (d) a certificate of the Secretary or any Assistant Secretary of the Borrower certifying (Ai) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing that the execution, delivery and performance of this Agreement have been duly approved by all necessary action of the Loan Documentsgoverning board of the Borrower, as amended, (B) certifying as complete and attaching true and correct as to attached copies of the Articles applicable resolutions granting such approval; (ii) that the organizational documents of Incorporation the Borrower, which were previously certified and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws delivered to the Agent, continue in full force and effect and have not been amended (or otherwise modified except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower set forth in the form prescribed by Bankcertificate to be delivered as of the date hereof; and (iii) that the officers and agents of the Borrower, who have previously been certified to the Agent as being authorized to sign and to act on behalf of the Borrower, continue to be so authorized or setting forth the sample signatures of each of the officers and agents of the Borrower authorized to execute and deliver this Agreement and all other documents, agreements and certificates on behalf of the Borrower; (e) Bank shall have received a written opinion of counsel to the Obligors, in form and substance satisfactory clean title search for Borrower’s Baltimore, Maryland real estateto the Agent and addressed to the Agent and the Lenders with respect to the matters contemplated by this Agreement; (f) Bank shall have received satisfactory evidence payment or reimbursement of insurance as required by all costs and expenses due and payable pursuant to Section 16 hereof to the Deed of Trust for Borrower’s Baltimore real estate;extent invoiced on or prior to the date hereof; and (g) Bank shall have received a $32,000 amendment/waiver fee from Borrowercompliance certificate as described under Section 6.1(a)(iv) for the period ending April 1, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated hereby2012.

Conditions Precedent. Notwithstanding anything contained SECTION 3.01 The effectiveness of the amendments in Article II of this Fourth Amendment is subject to the contrary, Bank shall have no obligation under this Fourth Amendment until each satisfaction of the following conditions precedent have been fulfilled to the satisfaction of Bankprecedent: (a) Each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied; (b) Bank The Lenders shall have received (i) this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank the Borrower and the Lenders, (Central Indiana); (cii) A duly executed a certificate of the Secretary or any Assistant Secretary of the Borrower acknowledging (A) certifying as to attached copies of Resolutions of that the Borrower’s Board of Directors of Borrower authorizing has adopted, approved, consented to and ratified resolutions which authorize the execution, delivery and performance by the Borrower of the Loan Documentsthis Amendment, as amended, and (B) certifying as complete and correct as to attached copies the names of the Articles officers of Incorporation the Borrower authorized to sign this Amendment together with specimen signatures of such officers, (iii) a Consent and By-Laws Ratification of Borrower or certifying that such Articles the existing Guaranty Agreements, substantially in the form of Incorporation or By-Laws have not been amended Exhibit G to the Credit Agreement, executed by each Guarantor, (except iv) the Amended and Restated Term Notes in the form attached hereto as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estateExhibit A, duly executed by Borrower in favor of the form prescribed Lenders, and (v) such additional documents, instruments and information as the Agents or any Lender may reasonably request; (b) The representations and warranties contained herein and in the Credit Agreement, as amended hereby, and the other Credit Documents shall be true and correct in all material respects as of the date hereof, as if made on the date hereof; (c) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing; (d) All corporate proceedings taken in connection with the transactions contemplated by Bankthis Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to the Agents and the Required Lenders and their legal counsel; (e) Bank Agent shall have received a satisfactory clean title search for Borrower’s Baltimoreunaudited consolidated financial statements as of March 31, Maryland real estate2002, which shall be in form and substance satisfactory to Agent; (f) Bank Borrower shall have received satisfactory evidence paid (i) the commitment fee accrued pursuant to Section 2.06 of insurance as required by the Deed Credit Agreement (prior to giving effect to this Amendment) through the date of Trust for Borrower’s Baltimore real estatethis Amendment and (ii) the portion of the commitment fee described in Section 4.01 of this Amendment which is due and payable on the date hereof; (gh) Bank Counsel to Agent and Lenders shall have received a $32,000 amendment/waiver fee from engaged, on behalf of Agent and Lenders, an independent financial consultant satisfactory to them to conduct, at Borrower’s expense and for the benefit of Agent and Lenders, (i) one review of the Borrower’s short-term loan practices and the Borrower’s short-term loan portfolio together with industry comparisons and (ii) one review of the Borrower’s three-year financial forecast furnished after June 30, 2002 in accordance with Section 5.05(f) of the Credit Agreement (each of which reviews shall be satisfactory to the Agent it its sole discretion), and the Borrower shall have reimbursed Bank for (A) agreed to afford such financial consultant full access to the relevant books, records and employees of the Borrower as such financial consultant shall deem necessary or reasonably appropriate in light of the scope of such reviews and (B) paid such financial consultant a retainer of $15,000 in connection with its engagement; and (i) Borrower shall have paid all legal reasonable fees and other expenses incurred by Bank counsel to Agent and Lenders in connection with this Fourth Amendment and the transactions contemplated herebyby this Amendment, including, without limitation, all reasonable fees and expenses incurred in connection with the preparation of this Amendment and any other loan documentation related thereto.

Conditions Precedent. Notwithstanding anything contained in The parties hereto agree that no provision of this Fourth First Amendment to the contrary, Bank shall have no obligation under this Fourth Amendment be effective until each of the following conditions precedent have been fulfilled to the satisfaction of Bank: (a) Each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied; (b) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank Administrative Agent shall have received a copy of this First Amendment executed and delivered by each of the Loan Parties made signatory hereto and by each Lender required by the Credit Agreement for the effectiveness of such provision hereof, (b) the Administrative Agent shall have received an opinion of counsel to the Parent, the Borrower and their Subsidiaries in form and substance satisfactory clean title search to the Administrative Agent and Lenders (such opinion to include, without limitation, enforceability of this First Amendment and no conflict with Parent's, Borrower's and their Subsidiaries' material agreements), (c) the Administrative Agent shall have received all accrued and unpaid interest up to the Effective Date of this First Amendment in connection with the Section 3(a) of the Forbearance Agreement, (d) the Administrative Agent shall have received certification from an Authorized Officer of the Borrower certifying with respect to the top twenty income producing ground lease properties the (i) name of the lessee and lessor for Borrower’s Baltimoreno less than eighteen of the twenty leaseholds, Maryland real estate; (ii) location of the lease, (iii) legal description of fifteen of the twenty leasehold properties, and (iv) gross and net cash revenue for such leasehold property, (e) in connection with the Canada Indebtedness, the Borrower shall deliver or cause to be delivered fully executed pledge agreements and stock powers as well as stock certificates related thereto pledging 100% of the issued and outstanding Capital Stock of the Canada Sub and Pinnacle Towers III Canada, Inc., (f) Bank in connection with the Obligations, the Borrower shall have received satisfactory evidence deliver or cause to be delivered fully executed pledge agreements and stock powers as well as stock certificates related thereto pledging 65% of insurance as required by the Deed issued and outstanding Capital Stock of Trust for Borrower’s Baltimore real estate; the Canada Sub and Pinnacle Towers III Canada, Inc. and (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with the Loan Papers, including this Fourth first Amendment, including legal and other professional fees and expenses incurred on or prior to the date of this First Amendment by Administrative Agent, including, without limitation, the fees and the transactions contemplated hereby.expenses of Winstead Sechrest & Minick P.C. and Deloitte Consulting, shall have ▇▇▇▇ ▇▇▇d.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment to The obligations of the contrary, Bank shall have no obligation Lenders under this Fourth Amendment until each of Agreement are subject to and conditional upon the following conditions precedent have been being fulfilled to the satisfaction of Bankthe Agent and the Lenders: (a1) Each of this Agreement and the conditions set forth in Section 6.2 of the Agreement shall Confirmation will have been satisfiedexecuted and delivered by all parties thereto; (b2) Bank shall the Agent will have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate certified copies of the Secretary or any Assistant Secretary Organizational Documents of each Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower extent not previously delivered), the resolutions authorizing the execution, delivery and performance of each such Borrower’s respective obligations under the Loan DocumentsCredit Documents and the transactions contemplated herein, as amended, (B) certifying as complete and correct certificates as to attached copies the incumbency of the Articles officers of Incorporation the Borrowers and By-Laws a certified copy of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to BankEDC Indemnity; (d3) Bank copies of all agreements which restrict or limit the powers of a Borrower or its directors or officers not otherwise delivered under Subsection 3.01(2), certified by such Borrower to be true, will have been delivered to the Agent; (4) certificates of status or good standing, as applicable, of each Borrower will have been delivered to the Agent; (5) the Agent will have received certified copies of all approvals of any Governmental Authorities or other third parties required for the execution, delivery and performance of each Borrower’s respective obligations under the Credit Documents and the transactions contemplated therein as of the Effective Date; (6) a currently dated certificate of the Borrowers that the representations and warranties set forth in Section 8.01 are true and correct (subject to any materiality thresholds contained therein) as at such time will have been delivered to the Agent; (7) releases, discharges (or written authorizations to discharge from the applicable Encumbrance holder in form acceptable to the Agent) and postponements (in registerable form where appropriate) with respect to all Encumbrances affecting the collateral Encumbered by the Security which are not Permitted Encumbrances or which are Permitted Encumbrances but which are not permitted to have priority over the Security, if any, will have been delivered to the Agent; (8) no Event of Default or Pending Event of Default has occurred and is continuing on the Effective Date; (9) all financing statements or other registrations of the Security, or notices thereof, will have been filed, registered, entered or recorded in all offices of public record necessary or desirable in the opinion of the Agent to preserve or protect the charges and security interests created thereby; (10) a currently dated letter of opinion of Borrowers’ Counsel along with the opinions of local counsel, each in form and substance satisfactory to the Lenders and the Lenders’ Counsel will have been delivered to the Agent and the Lenders as addressees; (11) there will not have occurred, developed or come into effect any event, actions, state, condition or financial occurrence of national or international consequence, or any law, regulation, action, government regulation, inquiry or other occurrence of any nature whatsoever which, in the reasonable opinion of the Agent, disrupts or adversely affects in any material way, the state of financial, banking or capital markets in Canada or the United States; (12) the Agent and the Lenders shall have received and shall be satisfied with a sources and uses of funds for the Deed repayment in full of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank$330 Million Convertible Debentures; (e13) Bank no Material Adverse Effect shall have received a satisfactory clean title search for Borrower’s Baltimoreoccurred since March 31, Maryland real estate2016; (f14) Bank the Agent and the Lenders will have received, or arrangements satisfactory to the Agent shall have received satisfactory evidence of insurance been made to ensure that they will receive, all fees and expenses due under the Credit Documents or as required by otherwise agreed to with the Deed of Trust for Borrower’s Baltimore real estateBorrowers pursuant to any fee letters or other agreements between such parties; (g15) Bank the Canadian Borrower will have paid, or arrangements satisfactory to the Agent shall have received a $32,000 amendment/waiver fee from Borrowerbeen made to ensure that the Canadian Borrower will pay, and Borrower shall have reimbursed Bank for all reasonable out-of-pocket expenses (including all reasonable legal fees and other expenses consultant’s fees) incurred by Bank or on behalf of the Agent in connection with this Fourth Amendment Agreement and the transactions and other documents contemplated herebyby this Agreement; and (16) the Agent will have received such additional evidence, documents or undertakings as the Lenders will reasonably request to establish the consummation of the transactions contemplated hereby and be satisfied, acting reasonably, as to the taking of all proceedings in connection herewith in compliance with the conditions set forth in this Agreement, provided that all documents delivered pursuant to this Section 3.01 will be in full force and effect, and in form and substance satisfactory to the Agent and the Lenders, acting reasonably.

Conditions Precedent. Notwithstanding anything contained in this Fourth Amendment The party's obligations hereunder are subject -------------------- to the contraryfollowing: a) Confirmation of clear and marketable title in Inland to the Duchesne/Antelope Creek Assets (the cost of such title confirmation to be paid by PGP); b) Confirmation of clear and marketable title in PGP to the Ashley Unit Assets (the cost of such title confirmation to be paid by Inland); c) Receipt of any and all required consents, Bank shall waivers, and approvals from third parties including any governmental, regulatory, or tribal entities, if any, to the transfers, conveyances, and assignments necessary to complete the transactions contemplated under this Agreement, except for approvals required to be obtained from governmental entities who are lessors under leases affected by this Agreement, or who administer such leases on behalf of such lessors, which are customarily obtained post-closing and which the parties hereto have no obligation under this Fourth Amendment until each reason to believe cannot be obtained in the ordinary course of business; d) Consent and approval of JEDI to PGP's assumption of debt as provided for in paragraph 1.5 above, and acceptance of the following conditions precedent have been fulfilled substitution of PGP for Inland under the agreements described in that paragraph to the satisfaction extent that said agreements relate to the Duchesne/Antelope Creek Assets; e) Absence of Bank:the existence of any default or event of default under the agreements described in paragraph 1.5 above; (af) Each Approval of the transactions contemplated by this Agreement by all parties whose approval is necessary under PGP's partnership agreement; and g) Approval of the transactions contemplated by this Agreement by Inland's board of directors. h) At Closing, Inland and PGP shall each deliver to the other appropriate opinion of counsel letters evidencing the authority of such party to enter into this Agreement and comply with the terms thereof. The approvals contemplated by paragraphs f) and g) shall be obtained by the respective party at or before the time it executes this Agreement. All other Conditions Precedent shall be satisfied prior to Closing; provided, however, ----------------- that PGP in its discretion may waive the conditions set forth in Section 6.2 paragraphs a), c), and f), insofar as such conditions pertain to the transfer of the Agreement shall have been satisfied; (Duchesne/Antelope Creek Assets, and that Inland in its discretion may waive the conditions set forth in paragraphs b) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate insofar as such conditions pertain to the transfer of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown) since the previous delivery thereof to Bank; (d) Bank shall have received the Deed of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank in connection with this Fourth Amendment and the transactions contemplated herebyAshley Unit Assets.

Conditions Precedent. Notwithstanding anything contained in this Fourth This Amendment to shall become effective as of the contrary, Bank shall have no obligation under this Fourth Amendment until each date hereof upon (and only upon) satisfaction of the following conditions precedent have been fulfilled to (the satisfaction of Bank:“Fourth Amendment Effective Date”): (a) Each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied; (b) Bank a. The Administrative Agent shall have received duly executed originals of this Fourth Amendment, duly executed, Amendment from each Obligor and Bank each Lender; b. The Administrative Agent shall have received the Participant’s Consent attached heretoevidence that all material governmental, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed certificate shareholder, board of the Secretary or any Assistant Secretary of Borrower (A) certifying as to attached copies of Resolutions of the Board of Directors of Borrower authorizing director and third party consents and approvals necessary in connection with the execution, delivery and performance of this Amendment and the Loan Documentsother transactions contemplated thereby have been obtained; c. The Administrative Agent shall have received, as amendedin form and substance reasonably satisfactory to the Administrative Agent, (B) certifying as complete and correct as to attached a certificate from the secretary or a member of the board of directors or other equivalent officer of each Obligor, together with certified copies of each of the Articles following attachments (to the extent applicable in the relevant jurisdiction): (i) copies of Incorporation and By-Laws of Borrower or certifying that or, to the extent such Articles of Incorporation or By-Laws have document has not been amended (except as shown) changed since the previous last delivery thereof to Bankthe Administrative Agent, a certification of no change to the articles of incorporation or other charter documents, as applicable, of such Obligor certified to be true and complete as of a recent date by the appropriate governmental authority of the jurisdiction of its incorporation or organization; (dii) Bank shall have received a copy of or, to the Deed extent such document has not changed since the last delivery thereof to the Administrative Agent, a certification of Trust for Borrower’s Baltimore, Maryland real estate, duly executed by Borrower in no change to the form prescribed by Bankbylaws or comparable operating agreement of such Obligor; (eiii) Bank copies of certificates of good standing, existence or its equivalent with respect to such Obligor certified as of a recent date by the appropriate governmental authorities of the jurisdiction of incorporation or organization and each other jurisdiction in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect on the business or operations of such Obligor; (iv) copies of resolutions of (i) the board of directors of such Obligor and (ii) the shareholders' meeting of the Swiss Borrower, approving and adopting this Amendment, the transactions contemplated herein and authorizing execution and delivery thereof; and (v) incumbency signatures of appropriate officers or authorized signatories of such Obligor, including each officer or authorized signatory executing this Amendment; d. The Administrative Agent shall have received a satisfactory clean title search for certificate of a senior officer of the U.S. Borrower’s Baltimore, Maryland real estatein such capacity, certifying that, to the best of his knowledge after due inquiry, (i) no Default or Event of Default has occurred and is continuing or will occur as a result of the consummation of the transactions contemplated hereby and (ii) all representations and ​ ​ warranties contained in the Credit Documents are true and correct in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty); (f) Bank e. The Administrative Agent shall have received received, in form and substance reasonably satisfactory evidence to the Administrative Agent and Lenders, opinions of insurance as legal counsel (including local counsel to the extent required by the Deed Administrative Agent) for the Obligors dated as of Trust for Borrower’s Baltimore real estatethe date hereof and addressed to the Administrative Agent and each Lender; (g) Bank f. The Borrowers shall have received a $32,000 amendment/waiver fee from Borrowerpaid to the Lead Arrangers (as defined in the Fee Letter (defined below)), the Administrative Agent and the Lenders all fees and expenses required to be paid on the Fourth Amendment Effective Date pursuant to the Credit Documents and the Fee Letter, dated as of July 7, 2021, among the Borrower and the Lead Arrangers (the “Fee Letter”); and g. The Borrowers shall have reimbursed Bank for paid all legal reasonable costs, fees and other expenses paid or incurred by Bank in connection with the Administrative Agent incident to this Fourth Amendment and the transactions contemplated herebyhereby and thereby, including, without limitation, the reasonable fees and expenses of the Administrative Agent’s counsel in connection with the negotiation, preparation, delivery and execution of this Amendment and any related documents and instruments, in each case, to the extent invoiced at least (2) two Banking Days prior to the Fourth Amendment Effective Date.

Conditions Precedent. Notwithstanding anything contained This Second Amendment shall become effective as of the date set forth in the introductory paragraph to this Fourth Amendment to the contrarySecond Amendment, Bank but only if on or before 5:00 p.m. Central time on June 6, 2012: 1. The Administrative Agent (or its counsel) shall have no obligation under received: 1. duly executed counterparts of this Fourth Second Amendment until that, when taken together, bear the signature of: (i) each Obligor; (ii) the Administrative Agent, and (iii) the Lenders; 2. Warrant Agreements dated the date hereof by and among the Company and each of the following conditions precedent have been fulfilled Lenders; 3. copies of the fully executed amendments to the satisfaction of Bank: (a) Each Sears Agreements and the Walmart Agreements that evidence the modifications presented to the Administrative Agent by The Keystone Group relative to certain financial concessions in favor of the conditions set forth Company, which amendments shall be acceptable to the Administrative Agent in Section 6.2 of the Agreement shall have been satisfiedits sole and absolute discretion; (b) Bank shall have received this Fourth Amendment, duly executed, and Bank shall have received the Participant’s Consent attached hereto, duly executed by Fifth Third Bank (Central Indiana); (c) A duly executed 4. a certificate of the Secretary or any Assistant Secretary of Borrower each Obligor dated as of the Effective Date and certifying: (Ai) certifying that attached thereto is a true and complete copy of the by-laws or operating agreement, as applicable, of such Obligor as in effect on the Effective Date or the copy of the by-laws or operating agreement, as applicable, of such Obligor, provided to the Administrative Agent and the Lenders on the Closing Date has not been amended, modified or replaced since the Closing Date and are in full force and effect; (ii) that attached copies thereto is a true and complete copy of Resolutions of the resolutions duly adopted by the Board of Directors of Borrower such Obligor authorizing the execution, delivery and performance of this Second Amendment and each other agreement, document or instrument executed or delivered by or on behalf of such Obligor in connection herewith and the Loan Documentsborrowings hereunder, as amended, (B) certifying as complete and correct as to attached copies of the Articles of Incorporation and By-Laws of Borrower or certifying that such Articles of Incorporation or By-Laws resolutions have not been modified, rescinded or amended and are in full force and effect; (except as showniii) that attached thereto is a true and complete copy of the certificate or articles of incorporation or other formation documents of such Obligor, or the copy of the certificate or articles of incorporation or other formation documents of such Obligor provided to the Administrative Agent and the Lenders on the Closing Date has not been amended, modified or replaced since the previous delivery thereof Closing Date and are in full force and effect; and (iv) as to Bank; (d) Bank shall have received the Deed incumbency and specimen signature of Trust for Borrower’s Baltimoreeach officer executing this Second Amendment or any other agreement, Maryland real estate, duly document or instrument executed or delivered by Borrower in the form prescribed by Bank; (e) Bank shall have received a satisfactory clean title search for Borrower’s Baltimore, Maryland real estate; (f) Bank shall have received satisfactory evidence or on behalf of insurance as required by the Deed of Trust for Borrower’s Baltimore real estate; (g) Bank shall have received a $32,000 amendment/waiver fee from Borrower, and Borrower shall have reimbursed Bank for all legal fees and other expenses incurred by Bank such Obligor in connection with this Fourth Amendment and the transactions contemplated hereby.herewith;