Common use of Conditions Clause in Contracts

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably request.

Conditions. The issuance10.1 Valeura’s obligation to purchase the CRBV Shares and to take any other actions required to be taken by Valeura at the Closing, amendment whether under this Agreement, the CRBV Share Purchase Agreement or extension of any Facility Letter of Credit otherwise, is subject to the satisfaction in full satisfaction, at or prior to Closing or such earlier date as may be set forth below, of each of the following conditions on (any or all of which may be waived by Valeura, in whole or in part): (a) the Issuance Datereceipt by Valeura at Closing of: (i) the Borrower shall have TBNG Share Purchase Agreement executed and delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereofby MMC, and the proposed Facility Letter of Credit shall all documents contemplated thereunder to be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controldelivered by Closing; (ii) evidence that closing is occurring concurrently under the TBNG Share Purchase Agreement, that all conditions set forth therein have been satisfied (as of the Issuance Date no orderopposed to any such conditions being waived), judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer that all representations and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Creditwarranties therein are true and correct; (iii) a fully executed copy of the following statements shall be truePTI Share Purchase Agreement, together with evidence that closing is occurring concurrently thereunder, that all conditions set forth therein have been satisfied (as opposed to any such conditions being waived), and the Agent that all representations and such Issuer shall have received a certificate, substantially in the form warranties therein are true and correct; (iv) fully executed copies of the certificate attached hereto as Exhibit D, signed by ACA and each ATA; (v) a duly authorized officer fully executed copy of the Borrower dated the Issuance Date stating that:CRBV NPI Agreement; (avi) fully executed copies of Collection Account Agreement, together with confirmation that the security contemplated by the CRBV NPI Agreement can be registered in British Virgin Islands immediately after Closing in priority to any other Person; and (vii) fully executed copies of each of the Restated Escrow Agreement, the Gas Facilities Agreement, the Gas Marketing Agreement, the Joint Operating Agreement and the Gaziantep Joint Operating Agreement by no later than Closing. (b) the receipt by Valeura prior to Closing of each consent, report, document and other material or instrument required to be submitted to the GDPA in connection with obtaining GDPA Approval; (c) each other Party having performed and satisfied in all material respects all of its obligations and liabilities under this Agreement, the TBNG Share Purchase Agreement, the PTI Share Purchase Agreement, the CRBV Share Purchase Agreement, the ACA and the ATAs; (d) the representations and warranties contained of TPL and TWL herein, and of MMC in Article IV of this Agreement are correct in all material respects on the CRBV Share Purchase Agreement, being true and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier datethe Closing Date as if made on the Closing Date; (e) Valeura being satisfied there has been no material adverse change in the Assets after the Effective Date, nor that any material adverse information has been disclosed or otherwise made available in respect of the Assets or the transactions contemplated or described in the Agreement that was not disclosed in writing to Valeura prior to the date hereof; (f) receipt by Valeura and VEI of relevant government, regulatory, stock exchange and third party approvals; (g) Valeura being satisfied, acting reasonably, that the CRBV Exploration License Interests and the CRBV Production Lease Interests are beneficially owned by CRBV as at the Closing Date, in each case in accordance with this Agreement, the ACA and the applicable ATAs; and (bh) No Default the occurrence of Closing by no later than noon (Calgary, Alberta time) on July 11, 2011. The Parties shall each use their reasonable commercial efforts to satisfy the foregoing conditions. The Parties acknowledge and agree that if any of the foregoing conditions are not either waived by Valeura or Event satisfied, Valeura shall upon notice to MMC, TWL and PTI Holdings be released from all of Default has occurred its liabilities and obligations under or in connection with this Agreement and the CRBV Share Purchase Agreement. TWL shall thereupon automatically be responsible for all such liabilities and obligations, subject to and in accordance with this Agreement, the Share Option Agreement and the TBNG Share Purchase Agreement, without any recourse to VEI or Valeura. TPL and TWL, on behalf of TransAtlantic Exploration Mediterranean International Pty. Ltd. hereby waive any right of first refusal in connection with the sale to and purchase by CRBV of the CRBV Exploration License Interests and the CRBV Production Lease Interests contemplated in the joint operating agreement dated March 25, 2010. 10.2 PTI Holdings’ obligation to purchase the PTI Shares and to take any other actions required to be taken by PTI Holdings at the Closing, whether under this Agreement, the PTI Share Purchase Agreement or otherwise, is continuing subject to the satisfaction, at or would result from prior to Closing or such earlier date as may be set forth below, of each of the issuancefollowing conditions (any or all of which may be waived by PTI Holdings, amendment in whole or extension in part): (a) the receipt by PTI Holdings at Closing of: (i) the TBNG Share Purchase Agreement executed and delivered by MMC, and all documents contemplated thereunder to be delivered by Closing; (ii) evidence that closing is occurring concurrently under the TBNG Share Purchase Agreement, that all conditions set forth therein have been satisfied (as opposed to any such conditions being waived), and that all representations and warranties therein are true and correct; (iii) a fully executed copy of the CRBV Share Purchase Agreement, together with evidence that closing is occurring concurrently thereunder, that all conditions set forth therein have been satisfied (as opposed to any such Facility Letter of Creditconditions being waived), and that all representations and warranties therein are true and correct; (iv) fully executed copies of the Issuer ACA and each ATA; (v) a fully executed copy of the PTI NPI Agreement; (vi) fully executed copy of the Collection Account Agreement, together with confirmation that the security contemplated by the PTI NPI Agreement can be registered in British Virgin Islands immediately after Closing in priority to any other Person; and (vii) fully executed copies of each of the Restated Escrow Agreement, the Gas Facilities Agreement, the Gas Marketing Agreement, the Joint Operating Agreement and the Agent Gaziantep Joint Operating Agreement by no later than Closing. (b) the receipt by PTI Holdings by no later than three (3) Business Days prior to Closing of each consent, report, document and other material or instrument required to be submitted to the GDPA in connection with obtaining GDPA Approval; (c) each other Party having performed and satisfied in all material respects all of its obligations and liabilities under this Agreement, the TBNG Share Purchase Agreement, the CRBV Share Purchase Agreement, the ACA and the ATAs; (d) the representations and warranties of TPL and TWL herein, and of MMC in the PTI Share Purchase Agreement, being true and correct in all material respects as of the Closing Date as if made on the Closing Date; (e) PTI Holdings being satisfied there has been no material adverse change in the Assets after the Effective Date, nor that any material adverse information has been disclosed or otherwise made available in respect of the Assets or the transactions contemplated or described in the Agreement that was not disclosed in writing to PTI Holdings prior to the date hereof; (f) receipt by PTI Holdings of relevant government, regulatory, stock exchange and third party approvals; (g) PTI Holdings being satisfied, acting reasonably, that the PTI Production Lease Interests are beneficially owned by PTI as at the Closing Date in accordance with this Agreement, the ACA and the applicable ATAs; and (h) the occurrence of Closing by no later than noon (Calgary, Alberta time) on July 11, 2011. The Parties shall have received each use their reasonable commercial efforts to satisfy the foregoing conditions. The Parties acknowledge and agree that if any of the foregoing conditions are not either waived by PTI Holdings or satisfied, PTI Holdings shall upon notice to MMC, TWL and Valeura be released from all of its liabilities and obligations under or in connection with this Agreement and the PTI Share Purchase Agreement. TWL shall thereupon automatically be responsible for all such other approvalsliabilities and obligations, opinionssubject to and in accordance with this Agreement, or documents as either may reasonably requestthe Share Option Agreement and the TBNG Share Purchase Agreement, without any recourse to PTI Holdings.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject amendments provided for pursuant to the Section I hereof shall become effective only upon satisfaction in full of the following conditions on precedent: (a) The Agent shall have received each of the Issuance Date:following, in form and substance satisfactory to the Agent and its counsel. (i) This Amendment and amended and restated Revolving Credit Notes executed by the Borrower shall have delivered to the Issuer at such times and Co-Borrowers in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter favor of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controleach Bank; (ii) a certificate of the Secretary of Compare Generiks, Inc. (the "New Guarantor") dated the date of this Amendment, attesting to all corporate action taken by such entity, including resolutions of its Board of Directors authorizing the execution, delivery and performance of its Guarantee and each other document to be delivered pursuant to this Agreement, together with certified copies of the certificate or articles of incorporation and the by-laws of the New Guarantor; and, such certificate shall state that the resolutions and corporate documents thereby certified have not been amended, modified, revoked or rescinded as of the Issuance Date no order, judgment or decree date of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Creditcertificate; (iii) a certificate of the following statements shall be trueSecretary of the New Guarantor, dated the Closing Date, certifying the names and true signatures of the officers of such entity authorized to sign the Facility Documents and the Agent and other documents to be delivered by such Issuer shall have received entity under this Agreement; (iv) a certificate, substantially in the form certificate of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of each of the Borrower Co-Borrowers, dated the Issuance Date date of this Agreement, stating that: (a) that the representations and warranties contained in Article IV of this Agreement 6 are true and correct in all material respects on and as of such Issuance Date date as though made on and as of such Issuance Date except to the extent date and that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default no event has occurred and is continuing which constitutes a Default or would result from the issuance, amendment or extension Event of such Facility Letter of CreditDefault; (ivv) a Guarantor Security Agreement duly executed by the Issuer New Guarantor, together with (A) fully completed and executed financing statements on Form UCC-1, in proper form for filing duly filed under the Uniform Commercial Code in all jurisdictions necessary or, in the reasonable discretion of the Agent, desirable to perfect the security interests to be granted hereunder and under the Guarantor Security Agreement and (B) UCC search results identifying all of the financing statements on file with respect to the New Guarantor in all jurisdictions referred to under clause (A) hereof, indicating that no party claims an interest in any of the Collateral; (vi) a favorable opinion of counsel for the New Guarantor dated the Closing Date, in form and substance satisfactory to the Agent shall have received and its counsel; (vii) satisfactory evidence that the New Guarantor is duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation and each other jurisdiction where qualification is necessary; and (viii) such other documents, instruments, agreements, approvals, opinions, or documents opinions and evidence as either the Agent may reasonably requestrequire.

Conditions. The issuance, amendment ‌ 2.1 Completion of this Agreement is conditional upon the fulfilment or extension of any Facility Letter of Credit is subject to the satisfaction in full waiver (if applicable) of the following conditions on the Issuance Date:(“Conditions”):‌ (i) no indication being received prior to Completion from the Borrower shall have delivered Stock Exchange or the SFC to the Issuer at such times effect that the listing of the Subscription Shares on the Main Board of Stock Exchange shall or may be withdrawn or objected to, (ii) the trading of the Shares on the Stock Exchange not having been suspended for a period longer than three (3) consecutive trading days, save for any temporary suspension as agreed by the Subscriber, and (iii) neither the Stock Exchange nor the SFC having indicated that the trading of the Shares on the Stock Exchange will be suspended, cancelled or withdrawn before the Completion or that it will object to, or it will impose conditions on, the continued listing of the Shares on the Stock Exchange based on reasons arising from the transactions contemplated in such manner as this Agreement;‌ (b) the Issuer may reasonably prescribe a Reimbursement Agreement listing committee of the Stock Exchange granting listing of and permission to deal in the Subscription Shares and such listing and permission not subsequently revoked prior to Completion (the “Listing Approval”);‌ (c) the passing of the relevant resolutions by way of poll at the EGM by Shareholders who are entitled to vote and who are not required to abstain from voting under the Listing Rules, the Takeovers Code and other documents applicable‌ laws and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of regulations for approving this Agreement and the terms transactions contemplated hereunder (including the allotment and issue of the Reimbursement Agreement, the terms of this Agreement shall controlSubscription Shares under a specific mandate); (iid) with respect to Subscriber’s obligations to consummate the Completion only, the Warranties made or given by the Company set forth in clause 3.1 of SCHEDULE 1 to this Agreement are true, accurate, and not misleading in all respects as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on date hereof and as of such Issuance Date as though the Completion Date;‌ (e) with respect to Subscriber’s obligations to consummate the Completion only, any other Warranties made on or given by the Company under this Agreement (except for those set forth in clause 3.1 of SCHEDULE 1 to this Agreement) are true, accurate and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct not misleading in all material respects as of such earlier datethe date hereof and as of the Completion Date;‌ (f) with respect to Subscriber’s obligations to consummate the Completion only, there shall not been any material adverse change (or effect) in the financial, business or trading position of the Group immediately before Completion;‌ (g) receipt of all consents, clearances, approvals, permissions, license, authorization and waivers required to be obtained from, and all registrations, applications, notices and filings required to be made with or provided to, any Governmental Authority under or in connection with any applicable laws, in connection with the implementation of this Agreement, which includes:‌ (i) filings with and receipt of clearances from the State Administration for Market Regulation of the PRC or its local counterparts for merger review; and (bii) No Default filings with the Ministry of Commerce of the PRC, the National Development and Reform Commission of the PRC, State Administration of Foreign Exchange of the PRC or Event of Default has occurred and is continuing or would result from their respective local counterparts for overseas investment (if applicable) (all the issuanceregulatory clearances referred in Clause 2.1(f), amendment or extension of such Facility Letter of Credit;“Regulatory Clearances”); and (ivh) Sale and Purchase Completion in accordance with the Issuer terms and conditions under the Agent Share Purchase Agreement.‌ 2.2 None of the Parties shall have received such other approvalsthe right to waive any of the Conditions under Clauses 2.1(a), opinions2.1(b), or documents as either 2.1(c), 2.1(g) and 2.1(h). The Subscriber may reasonably request.in its absolute discretion at any time before Completion waive the Conditions under Clauses 2.1(d), 2.1(e) and 2.1(f) in part of in full by notice in writing to the Company. For the avoidance of doubt,

Conditions. (a) The issuance, amendment or extension obligation of any Facility Letter of Credit is either party to consummate the transactions contemplated hereunder shall be subject to the satisfaction in full of the following conditions on the Issuance Date: to: (i) the Borrower shall have delivered to continued accuracy of all the Issuer at such times representations and in such manner as warranties of the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, party made hereunder and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer performance and satisfaction in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms all material respects of the Reimbursement Agreement, agreements and obligations of the terms of this Agreement shall control; other party hereunder; (ii) as the obtaining of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit those consents described in Schedule 2.3 hereto; and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and contemporaneous closing of Tracker's purchase of shares of Mako Common Stock under the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; andTracker/Mako Agreement. (b) No Default or Event Unless waived by Tracker, the obligation of Default Tracker to Close is also subject to Tracker's receipt of an opinion of Stroock & Stroock & ▇▇▇▇▇, counsel to CAVC in form and substance reasonably satisfactory to Tracker, dated as of the Closing Date to the effect that: (i) CAVC is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Florida; (ii) CAVC has occurred full power and is continuing or would result from authority to make, execute and deliver the issuanceAgreement, amendment or extension and to perform all of such Facility Letter its obligations thereunder; (iii) the Agreement has been duly authorized and approved by all necessary corporate action of Credit; CAVC; (iv) the Issuer Agreement has been duly executed and delivered and constitutes the Agent shall have received valid and binding obligation of CAVC, enforceable in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforcement of creditors' rights generally and to the availability of equity remedies in general; and (v) to such other approvalscounsel's knowledge, opinionsthere is no litigation or proceeding pending or threatened against CAVC related to the consummation of the transactions contemplated by the Agreement. (c) Unless waived by CAVC, the obligation of CAVC to Close is also subject to CAVC's receipt of an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., counsel to Tracker in form and substance reasonably satisfactory to CAVC, dated as of the Closing Date to the effect that: (i) Tracker is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Missouri; (ii) Tracker has full power and authority to make, execute and deliver the Agreement, and to perform all of its obligations thereunder; (iii) the Agreement has been duly executed and delivered and constitutes the valid and binding obligation of Tracker, enforceable in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforcement of creditors' rights generally and to the availability of equity remedies in general; (iv) the Agreement has been duly authorized and approved by all necessary action of Tracker; and (v) to such counsels' knowledge, there is no litigation or documents as either may reasonably requestproceeding pending or threatened against Tracker related to the consummation of the transactions contemplated by the Agreement.

Conditions. The issuance, amendment or extension obligation of any Facility Letter of Credit is Cogentrix GP and Cogentrix LP to make the contributions described in Section 3.2 are subject to the satisfaction in full of each of the following conditions on precedent (except those conditions, if any, that may be specifically waived in writing by Cogentrix GP or Cogentrix LP, as appropriate): (a) The Loan Agreement, the Issuance DatePurchase Agreement and the Management and Marketing Agreement shall have been executed by all parties thereto. An original executed copy of the Loan Agreement, the Purchase Agreement and the Management and Marketing Agreement and all documents and agreements executed or delivered in connection therewith shall have been delivered to Cogentrix GP and a copy thereof delivered to Cogentrix LP as soon as available. (b) All conditions to the closing of the Loan Agreement and the Purchase Agreement shall have occurred or been satisfied (other than evidence that the capital contributions described in Section 3.2 have been made) and all governmental consents, approvals, permits and licenses and other agreements, instruments and other deliveries which are required to be made by any party under the Loan Agreement or the Purchase Agreement at or prior to the initial funding or closing of the transactions contemplated by such agreement shall have been delivered or received. A copy of all such deliveries required to be made by any party under the Loan Agreement or the Purchase Agreement and other evidence of the closing of the Purchase Agreement and the Loan Agreement shall be provided to Cogentrix GP and Cogentrix LP. (c) The following representations or warranties shall be true and correct in all respects, and are hereby made to Cogentrix GP and Cogentrix LP by VF Delaware and VF as an inducement to their making capital contributions to the Partnership: (i) the Borrower shall have delivered to the Issuer at such times Each of VF and VF Delaware (A) is a limited liability company duly organized, validly existing and in such manner as good standing under the Issuer may reasonably prescribe a Reimbursement Agreement laws of the State of Delaware, the ownership of which is 99% by Agro Power and such other documents 1% by VF (in the case of VF Delaware) or 1% by VF Delaware (in the case of VF), (B) has full power and materials as may be reasonably required pursuant authority and the legal right to incur the terms thereofobligations provided for in this Agreement, and (C) has taken all necessary action to authorize the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form execution, delivery and content, provided, however, in the event of any conflict between the terms performance of this Agreement and the terms of the Reimbursement Management and Marketing Agreement, the terms of this Agreement shall control;. (ii) Neither the execution, delivery or performance by VF Delaware or VF of this Agreement or the Management and Marketing Agreement, nor compliance by it with the terms and provisions hereof or thereof, requires the consent or authorization of any other party (except such as have been duly obtained), or conflicts or will conflict with or result in a breach or violation of its charter documents or by-laws or any of the Issuance Date no orderterms, judgment conditions or decree provisions of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter Requirement of Credit and no law, rule or regulation Law applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally it or from issuing that Facility Letter of Credit;its assets or business. (iii) It is not an "investment company" or a company "controlled" by an "investment company" within the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form meaning of the certificate attached hereto Investment Company Act of 1940, as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit;amended. (iv) The representations and warranties, if any, of VF Delaware or VF or any of their respective Affiliates in or pursuant to the Issuer Management and Marketing Agreement are true and correct as of the date hereof and are hereby deemed to be made to Cogentrix GP and Cogentrix LP, mutatis mutandis, as if fully set forth herein. (d) The following representations or warranties shall be true and correct in all respects, and are hereby made to VF Delaware and VF by Cogentrix GP and Cogentrix LP as an inducement to their making capital contributions to the Partnership: (i) Each of Cogentrix GP and Cogentrix LP (A) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (B) has full power and authority and the Agent shall legal right to incur the obligations provided for in this Agreement, and (C) has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (ii) Neither the execution, delivery or performance by Cogentrix GP and Cogentrix LP of this Agreement, nor compliance by it with the terms and provisions hereof, requires the consent or authorization of any other party (except such as have received such other approvals, opinionsbeen duly obtained), or conflicts or will conflict with or result in a breach or violation of its charter documents or by-laws or any of the terms, conditions or provisions of any Requirement of Law applicable to it or its assets or business. (iii) It is not an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as either may reasonably requestamended.

Conditions. The issuanceobligations of the Agent hereunder shall be conditional upon the Agent receiving, amendment and the Agent shall have the right on the Closing Date or extension on each Closing Date if there is more than one closing, on behalf of any Facility Letter of Credit is subject Subscribers to withdraw all Subscription Agreements delivered and not previously withdrawn, unless the Agent receives, on or prior to the satisfaction in full Closing Date: (a) a legal opinion of the following conditions on Corporation's counsel addressed to the Issuance Agent, the Agent's counsel and the Subscribers in form and substance reasonably satisfactory to the Agent, with respect to such matters as the Agent may reasonably request relating to the offering, issuance and sale of the Convertible Debentures, including, without limitation, that as at the Closing Date: (i) the Borrower shall have delivered Corporation is valid and subsisting under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to carry on its business as now conducted by it and to own its assets and is qualified to carry on business under the Issuer at such times and laws of each jurisdiction in such manner as the Issuer may reasonably prescribe which it carries on a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter material portion of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlits business; (ii) as the Corporation has full corporate power and authority to enter into this Agreement, the Indenture, the Security Agreement and the Subscription Agreements and to perform its obligations set out herein and therein, and this Agreement has been and the Security Agreement, the Subscription Agreements and the Indenture will, on the Closing Date, be duly authorized, executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Issuance Date no orderCorporation enforceable against the Corporation in accordance with their respective terms, judgment subject to applicable bankruptcy, insolvency, moratorium, reorganization and other laws and equitable principles affecting creditors' rights generally, the statutory and equitable powers of the courts in Canada or decree the United States to stay proceedings before them and the execution of any courtjudgments and the fact that specific performance and injunctive relief are equitable remedies which may be ordered by a court in its discretion and, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit accordingly, may not be available as a remedy in an action to enforce a covenant and no law, rule or regulation applicable subject to the Issuer fact that the rights to indemnity, contribution and no directive from any governmental authority with jurisdiction over waiver set forth herein may be limited by applicable laws or the Issuer shall prohibit public policy underlying such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Creditlaws; (iii) the following statements shall execution and delivery of this Agreement, the Indenture, the Security Agreement and the Subscription Agreements and the fulfillment of the terms hereof or thereof by the Corporation and the performance of and compliance with the terms of this Agreement, the Indenture, the Security Agreement and the Subscription Agreements by the Corporation do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under: A. any applicable laws of the States of New York or Delaware or the federal laws of the United States applicable therein; B. any term or provision of the articles, by-laws or resolutions of the directors or shareholders of the Corporation; C. of which the Corporation's counsel is aware, any of the terms or provisions of any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound on the Closing Date; or D. of which Corporation’s counsel is aware, any judgment, decree or order applicable to the Corporation, which default or breach might reasonably be trueexpected to materially adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation or its properties or assets. (iv) the form and terms of the certificates representing the Convertible Debentures have been approved and adopted by the board of directors of the Corporation and conform with applicable law and the constating documents of the Corporation; (v) the Common Shares to be issued on conversion of the Convertible Debentures have been reserved and allotted for issuance and, when issued upon conversion of the Convertible Debentures will be validly issued, fully paid and non-assessable Common Shares of the Corporation; (vi) all Applicable Securities Laws of the Selling Jurisdictions and the United States of America in connection with the creation, offering, issuance and sale of the Convertible Debentures and Underlying Securities have been complied with by the Corporation and no registration under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), is required for the offer and sale of the Convertible Debentures and the issuance of the Underlying Securities upon conversion of the Convertible Debentures, assuming distribution by the Corporation in compliance with the relevant provisions of such Applicable Securities Laws; (vii) The Security Agreement creates a valid security interest in the Collateral in favor of the Debenture Trustee for the benefit of the Debentureholders to secure the Obligations (as such term is defined in the Security Agreement). Under Article 9 of the Uniform Commercial Code as enacted in the State of New York (the “UCC-NY”), while a debtor is “located” in a jurisdiction, the local law of that jurisdiction governs perfection of a security interest granted by such debtor which can be perfected by the filing of a Uniform Commercial Code financing statement. Under the UCC-NY, the Corporation is “located” in the State of Delaware and the Uniform Commercial Code in effect in the State of Delaware (the “UCC-DE”) governs perfection of a security interest granted by such Company which can be perfected by the filing of a Uniform Commercial Code financing statement in the office of the Secretary of State of the State of Delaware. The Financing Statement is sufficient in form to perfect a security interest of the Debenture Trustee in the Collateral, to the extent a security interest in such Collateral may be perfected under the UCC-DE by filing a financing statement with the Secretary of State of Delaware. Upon proper filing of the Financing Statement with the Secretary of State of Delaware, the Debenture Trustee will have a perfected security interest in the Collateral to the extent that a security interest can be perfected therein by the filing of a financing statement with the Secretary of State of Delaware. (viii) The choice of Alberta law to govern this Agreement, the Indenture and the Subscription Agreements and the choice of New York law to govern the Security Agreement are valid choices of law under the laws of the States of Delaware and New York and the Province of Alberta and will accordingly be applied by courts in such jurisdictions. (ix) The State of New York has enacted the Uniform Foreign Country Money Judgments Recognition Act, which appears in the Consolidated Laws of New York at Sections 5301 to 5309. Under those Sections, a judgment of a foreign state granting or denying recovery of a sum of money, other than a judgment for (a) taxes, or (b) a fine or other penalty, or (c) in matrimonial or family matters, is conclusive between the parties to the extent that it grants or denies recovery of a sum of money, and the foreign judgment is enforceable in the same manner as the judgment of another state which is entitled to full faith and credit but is not conclusive under certain circumstances listed in the statute. In particular, we note that Section 5305(a)(3) of Consolidated Laws of New York provides that a foreign judgment shall not be refused recognition for lack of personal jurisdiction if the defendant prior to the commencement of the proceedings had agreed to submit to the jurisdiction of the foreign court with respect to the subject matter involved. We also note that the Corporation has agreed to the submission to the jurisdiction of the courts of Alberta under this Agreement, the Indenture and the Subscription Agreements. We are aware of no statutory or judicial authority under New York law that would suggest that the Corporation’s submission to the jurisdiction of the courts of Alberta under such documents would not be given effect in New York. and additionally relating to: (i) the distribution of the Underlying Securities issuable on conversion of the Convertible Debentures; (ii) the first trade in the Convertible Debentures and the Common Shares issuable on conversion of the Convertible Debentures; and (iii) the authorized and issued capital of the Corporation; and as to all other legal matters, in any way connected with the Offering and issuance, sale and delivery of the Convertible Debentures as the Agent may reasonably request. It is understood that the Corporation's counsel may rely on the opinions of local counsel acceptable to it as to matters governed by the laws of jurisdictions other than the jurisdiction of residence of such counsel and on certificates of officers of the Corporation and public officials as to relevant matters of fact. (b) a certificate of the Corporation dated the Closing Date, addressed to the Agent and signed on the Corporation's behalf by its President or such Issuer shall have received a certificate, substantially in the form other officer or director of the certificate attached hereto as Exhibit DCorporation satisfactory to the Agent, signed by a duly authorized officer of the Borrower dated the Issuance Date stating acting reasonably, certifying that: (ai) the Corporation has complied with and satisfied in all material respects all covenants and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time except to the extent same have been waived by the Agent; (ii) the representations and warranties contained of the Corporation set forth in Article IV of this Agreement and, where applicable, in the Subscription Agreements are true and correct in all material respects on and at the Closing Time, as if made at such time; (iii) no event of a nature referred to in subsection 12(b)(i), (iii), (vi) or (ix) has occurred since the date of this Agreement or to the knowledge of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation officer is pending, contemplated or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Creditthreatened; (iv) the Issuer Corporation has made and/or obtained, at or prior to the Closing Time, all necessary filings, approvals, consents and acceptances under Applicable Securities Laws, and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the offering and sale of the Convertible Debentures and the consummation of the transactions contemplated hereby; and (v) no order suspending the sale or ceasing the trading of securities of the Corporation has been issued and no proceedings for that purpose have been instituted or are pending or to the knowledge of such officer are threatened under Applicable Securities Laws; (c) definitive certificates for the Convertible Debentures subscribed for pursuant to the Offering, registered in such name or names as the Agent shall notify the Corporation in writing not less than 24 hours prior to the Closing Time, provided such certificates registered in such names may, subject to receipt by the Corporation, be delivered in advance of the Closing Date to the Agent or such other parties in such locations as the Agent may direct and the Agent and the Corporation may agree upon; (d) executed copies of the Subscription Agreements in form and substance reasonably satisfactory to the Agent and the Agent's counsel; (e) payment of all commissions payable by the Corporation to the Agent pursuant to section 8 and all expenses payable by the Corporation pursuant to section 9, provided that such payment may be made by deducting such fees and expenses from the gross proceeds of the Offering in accordance with Section 10(b); and (f) such other matters as may be reasonably requested by the Agent. The foregoing conditions are for the sole benefit of the Agent and may be waived in whole or in part by the Agent at any time and without limitation, and the Agent shall have received the right, if any of the foregoing conditions are not met, on behalf of potential Subscribers, to withdraw all Subscription Agreements delivered and not previously accepted by the Corporation or withdrawn or rescinded by such persons. If any of the foregoing conditions are not met on or before the Closing Date, the Agent may terminate its obligations under this Agreement without prejudice to any other approvals, opinions, or documents as either remedies it may reasonably requesthave.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to the satisfaction in full An Incremental Commitment shall become effective as of the following conditions on the Issuance Increase Effective Date; provided that: (i) after giving pro forma effect to such Incremental Commitment and the use of proceeds, no Default shall exist; (ii) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe Administrative Agent a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) certificate dated as of the Issuance Increase Effective Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer Responsible Officer of the Borrower dated (x) (A) certifying and attaching the Issuance resolutions adopted by or on behalf of the Borrower and each Loan PartyGuarantor (if any) approving or consenting to such increase, or (B) certifying that, as of such Increase Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date stating (which resolutions include approval to increase the aggregate principal amount of the Facilities to an amount at least equal to $900,000,000) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption, and (y) certifying that: , before and after giving effect to such Incremental Commitments and the Credit Extensions, if any to be made on such Increase Effective Date (aA) the representations and warranties contained in Article IV of this Agreement V and the other Loan Documents are true and correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date the Increase Effective Date, except to the extent that any (1) such representation or warranty is stated to relate solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they are true and correct in all material respects as of such earlier date; and , (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) No of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default has occurred and is continuing or would result from exists; (iii) if requested by a new Lender participating in such Incremental Commitment, notes executed by the issuance, amendment or extension of Borrower payable to such Facility Letter of Creditnew Lender; (iv) the Issuer and the Administrative Agent shall have received documentation from each Person providing such Incremental Commitment evidencing its share of the Incremental Commitments and its obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent, including, in the case of a new Lender, a New Lender Joinder Agreement, subject in each case to any requisite consents required under Section 11.06; 73 (v) the Borrower shall pay any applicable fees and expenses as are due and payable in connection with such Incremental Commitment; (vi) the Borrower shall make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to Section 2.15(d); (vii) if requested by the Administrative Agent or any Lender or other Eligible Assignee participating in such Incremental Commitment, the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, a customary opinion of counsel to the Loan Parties (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent, the Lenders and the L/C Issuers; (viii) upon the reasonable request of the Administrative Agent or any Lender participating in such Incremental Commitment made at least ten (10) days prior to such Increase Effective Date, the Borrower shall have provided to the Administrative Agent or such Lender, as applicable, all necessary information in connection with the USA PATRIOT Act, “know your customer” requirements, anti-money laundering requirements and the Beneficial Ownership Regulation (including a Beneficial Ownership Certification) and other customary requirements not later than five (5) days prior to such Increase Effective Date; (ix) any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other approvalsinformation as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, opinionsincluding without limitation, the USA PATRIOT Act; and (x) the Borrower shall have delivered or documents caused to be delivered such other assurances, certificates, documents, consents or opinions as either the Administrative Agent, any of the Lenders or other Eligible Assignees providing such Incremental Commitment or, in the case of an Incremental Revolving Commitment, any L/C Issuer, reasonably may reasonably requestrequire.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer Issuing Bank at such times and in such manner as the Issuer Issuing Bank may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer Issuing Bank in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer the Issuing Bank from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer Issuing Bank and no directive from any governmental authority with jurisdiction over the Issuer Issuing Bank shall prohibit such Issuer the Issuing Bank from issuing Letters of Credit generally or from issuing that Facility Letter of or Credit; (iii) the The following statements shall be true, and the Agent and such Issuer Issuing Bank shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the The representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier dateDate; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit;; and (iv) the Issuer The Issuing Bank and the Agent shall have received such other approvals, opinions, or documents as either may reasonably request.

Conditions. The issuance(a) Notwithstanding anything in this Agreement to the contrary, amendment or extension of any Facility Letter of Credit is Buyer’s obligation to purchase the Property shall be subject to and contingent upon the satisfaction in full or waiver of the following conditions on the Issuance Dateprecedent: (i) Buyer’s inspection and approval, within the Borrower shall have delivered Inspection Period, of all physical, environmental, economic and legal matters relating to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required Property, pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlSection 2.3 above; (ii) as The willingness of Title Company to issue, upon the sole condition of the Issuance Date no orderpayment of its regularly scheduled premium, judgment or decree its American Land Title Association extended coverage Owner’s Policy of any courtTitle Insurance [2006 Form] (the “Title Policy”), arbitrator or governmental authority shall enjoin or restrain with such Issuer from issuing endorsements as may have been requested by Buyer and agreed to in a written commitment to insure title delivered to Buyer and Seller by Title Company during the Facility Letter Inspection Period, insuring Buyer in the amount of Credit and no law, rule or regulation applicable the Purchase Price that title to the Issuer Real Property is vested of record in Buyer on the Closing Date subject only to the printed conditions and no directive from any governmental authority with jurisdiction over exceptions of such policy and the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of CreditPermitted Exceptions; (iii) the following statements shall be true, Seller’s performance or tender of performance of all material obligations under this Agreement and the Agent material truth and such Issuer shall have received a certificateaccuracy of Seller’s express representations and warranties; (iv) Buyer’s receipt (via pdf or delivery of an original) on or before the Closing Date of tenant estoppel certificates from and duly executed by Fuji, for each Lease by Fuji of the Property, in each case substantially in the form of Exhibit I attached to this Agreement, or such other form as is delivered by Fuji and permitted by the respective Fuji Lease. If such tenant estoppel certificates have not been received by the Closing Date, Seller shall have the right, but not the obligation, to extend the Closing Date by thirty (30) days by written notice from Seller to Buyer at least two (2) business days before the Closing Date, to enable Seller to continue to pursue such tenant estoppel certificates. In no event shall Seller be obligated to deliver updates to such tenant estoppel certificates. Seller’s failure to obtain such tenant estoppel certificates shall constitute a failure of a closing condition only and shall not constitute a default or breach by Seller under this Agreement nor shall Seller be required to declare a default under either Fuji Lease, commence legal action, or pursue any other remedies against Fuji to obtain such tenant estoppel certificates. No tenant estoppel certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: shall be acceptable to satisfy this condition precedent if such tenant estoppel certificate (a) reveals any material default under a Fuji Lease, (b) reveals any amendment or modification to a Fuji Lease which was not provided to Buyer during the representations Inspection Period, or (c) reveals any other material adverse circumstance not disclosed to Buyer during the Inspection Period; (v) Seller shall have exercised the “Lump Sum Payment Option” pursuant to Section 4 of each of the most recent amendments to Leases to Fuji affecting the Property, with the “Lump Sum Payment Date” to be on the same day as the Closing Date, and warranties contained with the Lump Sum Payments (as defined below) paid to Fuji (or its successor as tenant under each Lease to Fuji), on the Closing Date through the escrow described in Article IV Section 6.1 below, which Lump Sum Payments shall be sufficient to (i) eliminate all free rent that Fuji is scheduled to receive under each Lease to Fuji from and after the Closing Date and (ii) increase the monthly base rent for the period commencing on November 16, 2018 and ending on December 15, 2018, and the period commencing on November 16, 2019 and ending on December 15, 2019, to that proscribed by Section 4 of this Agreement are correct in all material respects on and as the most recent amendments, that can be bought out via the exercise of such Issuance Date as though made on and as of such Issuance Date except the Lump Sum Payment Option under each Lease to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier dateFuji; and (vi) Seller shall have exercised its rights pursuant to Section 5 of each of the most recent amendments to Leases to Fuji affecting the Property to render the Proposition 13 Protection (as defined in each Lease to Fuji) and subparagraph 6(b)(7) of each Lease null and void and of no force or effect as to the purchase and sale described herein, with the payment of the Tax Payments (as defined below) to be on the same day as the Closing Date and paid to Fuji (or its successor as tenant under each Lease to Fuji) on the Closing Date through the escrow described in Section 6.1 below. (b) No Default Notwithstanding anything in this Agreement to the contrary, Seller’s obligation to sell the Property shall be subject to and contingent upon the satisfaction or Event waiver of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit;following conditions precedent: (ivi) the Issuer Buyer’s performance or tender of performance of all material obligations under this Agreement and the Agent shall have received such other approvals, opinions, material truth and accuracy of Buyer’s express representations and warranties; and (ii) The satisfaction or documents as either may reasonably requestBuyer’s written waiver of the conditions set forth in subparagraphs (a)(i) and (ii) above.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to the satisfaction in full This Amendment shall not become effective until each of the following conditions is satisfied (the date, if any, on the Issuance Date: (i) the Borrower which such conditions shall have delivered first been satisfied being referred to the Issuer at such times and in such manner herein as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that:“Amendment Effective Date”): (a) the representations and warranties contained in Article IV of Administrative Agent shall have received counterparts to this Agreement are correct in Amendment duly executed by ▇▇▇▇▇▇▇ constituting all material respects on and Lenders as of such Issuance Date as though made on the Amendment Effective Date, the Administrative Agent and as a Responsible Officer of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; andBorrower; (b) No Default the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, in all respects satisfactory to the Administrative Agent, (i) certifying as to the incumbency of authorized persons of the Borrower executing this Amendment, (ii) certifying as to the representations and warranties of the Borrower contained in Article 4 of the Credit Agreement and the other Credit Documents, (iii) attaching true, complete and correct copies of the resolutions duly adopted by the governing body of the Borrower approving this Amendment and the transactions contemplated hereby, all of which are in full force and effect on the date hereof, (iv) certifying that the Borrower’s Organization Documents have not been amended, supplemented or Event otherwise modified since August 4, 2021 or, if so, attaching true, complete and correct copies of each such amendment, supplement or modification, and (v) certifying that no Default has occurred and is continuing or would result from as of the issuance, amendment or extension of date hereof. (c) the representations and warranties set forth in Section 2 above shall be true and correct on such Facility Letter of Creditdate in all material respects; (ivd) the Issuer and the Agent Scotia (as a Lender) shall have received such other approvalsfrom the Borrower in immediately available funds, opinionsfor the account of Scotia, an upfront fee in an amount equal to $12,500; and (e) the Administrative Agent (and its affiliates) shall have received all fees and expenses of the Administrative Agent (and its affiliates) due and payable on or documents prior to the Amendment Effective Date (including the reasonable fees and disbursements of counsel to the Administrative Agent and the Administrative Fee as either may reasonably requestdefined in and payable pursuant to the Agent Fee Letter).

Conditions. 8.1 The issuance, amendment or extension obligations of any Facility Letter of Credit is each party hereof under this Addendum are subject to the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatprecedent set out below: (a) the representations and warranties contained in Article IV The execution of this Addendum by the Lessee; (b) The execution of Lease Assignment and Equipment Sale Agreement are correct in all material respects on by GEMT and as New Lessor, with notice of such Issuance Date as though made on and as of such Issuance Date except assignment to the extent that any Lessee, ING and ABN AMRO and acknowledged and consented to by such representation parties; (c) The execution of Assignment and Assumption Agreement in respect of ING Loan Agreements and ABN AMRO Loan Agreement between ING or warranty ABN AMRO, as applicable, and GEMT by GEMT and New Lessor, with notice of assignment to ING, ABN AMRO, as applicable, and acknowledged and consented to by such party; (d) The execution of the Amendment of the ING Loan Agreements and ABN AMRO Loan Agreement by ING or ABN AMRO, as applicable, and New Lessor, reflecting changes including the extension of final maturity, change of lease rental payment, purchase of equipment, change in financial covenants, restriction of dividend payment and provision of additional collateral and the fulfillment of its conditions precedents; (e) The execution of the Lessee’s Undertaking by the Lessee; (f) The issuance by Lessee of new Promissory Note in the amount of NT$1,631,452,750 and Note Authorization in favor of ING; (g) The execution of the real estate mortgage agreement by the Lessee and submission of application for registration of first priority mortgage over the Real Estate in favor of the ING and ABN AMRO on Pro Rata Basis with registered maximum mortgage amount of NT$1,719,000,000; (h) The execution of the assignment of real estate insurances by the Lessee, with notice of assignment issued by Lessee to the relevant insurer; (i) The execution of the assignment of equipment insurances by Lessee, with notice of assignment issued by Lessee to the relevant insurer; (j) The acknowledgement of and agreement to the Intercreditor Agreement by the Lessee and New Lessor; (k) The Upfront Fee Letter executed by the Lessee; (l) The Additional Fee Letter executed by the Lessee and payment of the additional fee; (m) The New Lessor having taken all necessary corporate actions to approve the transaction documents contemplated herein to which it is stated a party; (n) The Lessee’s board of directors having approved the execution of this Addendum, the Lessee’s Undertaking and the transaction documents contemplated herein to relate solely to an earlier date, in which case such representation or warranty it is correct in all material respects as of such earlier datea party; and (bo) No Default or Event GEMT’s board of Default has occurred directors having approved the execution of the Lease Assignment and is continuing or would result Equipment Sale Agreement and the Assignment and Assumption Agreement in respect of ING Loan Agreements and ABN AMRO Loan Agreement. 8.2 The obligations of each party hereof under this Addendum are subject to the following conditions subsequent set out below: (a) Completion of registration of first priority mortgage over the Real Estate in favor of ING and ABN AMRO on Pro Rata Basis with registered maximum mortgage amount of NT$1,719,000,000 within five (5) Business Days from the issuance, amendment or extension of such Facility Letter of Creditdate hereof; (ivb) Completion of ownership registration of the Issuer Unregistered Structure (as defined in Attachment B) and amendment of registration of the Agent shall have received first priority mortgage over the Real Estate to identify the Unregistered Structure within twenty-five (25) Business Days from the date hereof; (c) The notice of assignment of equipment insurances acknowledged and consented to by the relevant insurer, together with letter of undertaking from the relevant insurer satisfactory to ING and evidence showing ING being listed as loss payee under the relevant insurance policies within five (5) Business Days from the date hereof; (d) The notice of assignment of real estate insurances acknowledged and consented to by the relevant insurer, together with letter of undertaking from the relevant insurer satisfactory to ING and evidence showing ING being listed as loss payee under the relevant insurance policies within five (5) Business Days from the date hereof; (e) payment of the upfront fee pursuant to the Upfront Fee Letter within five (5) Business Days from the date hereof; and (f) payment of all reasonable costs relating to the preparation of all documentation mentioned herein and registration costs within five (5) Business Days from receipt of invoice for such other approvals, opinions, or documents as either may reasonably requestfees.

Conditions. The issuanceNovaCal shall, amendment or extension of any Facility Letter of Credit is subject unless otherwise agreed by the Parties, only have the right to the satisfaction in full grant such appointments pursuant to this Section 5.4.1 if all of the following conditions on the Issuance Dateare satisfied: (i) the Borrower Any such appointment of a Co-Marketing Partner shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to a written agreement that is consistent with the terms thereofhereof, and the proposed Facility Letter of Credit NovaCal shall be reasonably satisfactory to responsible for the compliance of such Issuer in form and content, provided, however, in Co-Marketing Partner with the event of any conflict between the applicable terms of this Agreement such agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlAgreement; (ii) as of Each Co-Marketing Partner will have the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit right to Commercialize Licensed Products under its own and no law, rule or regulation applicable to the Issuer NovaCal’s trademarks and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Creditlogos but not Alcon’s trademarks and logos; (iii) the following statements Each such Co-Marketing Partner shall be true, and the Agent and such Issuer shall have received a certificate, substantially (A) perform any Development of Licensed Products in the form applicable territory in Asia in coordination with and subject to the oversight of the certificate attached hereto as Exhibit DCoordination Committee and approval of Alcon (which approval shall not be unreasonably withheld, signed by a duly authorized officer delayed or conditioned) and (B) agree to be responsible for [***]of all costs of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as Development of such Issuance Date as though made on Licensed Products specific to such territory (before and as after the execution of the agreement with such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier dateCo-Marketing Partner), in which case such representation or warranty is correct in all material respects as including reimbursement of such earlier date; and (b) No Default or Event Alcon of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Creditappropriate amounts therefor; (iv) the Issuer and the Agent Each such Co-Marketing Partner shall have received the right to (A) use or cross-reference Alcon’s Regulatory Filings for such Licensed Products in such territory and (B) launch such Licensed Products simultaneously with or after Alcon’s launch of such Licensed Products in such territory; (v) Each such Co-Marketing Partner (or NovaCal on its behalf) shall pay Alcon a royalty for so long as royalties are due to NovaCal for such Licensed Product under Section 8.4.5 and on terms and conditions substantially identical to those in Sections 8.4.6 – 8.10 (mutatis mutandis), and such royalty rate shall be [***] of such Co-Marketing Partners’ Net Sales of Licensed Product; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (vi) Alcon shall supply to NovaCal each such Co-Marketing Partner’s requirements of formulated and packaged (labeled or unlabeled, at Alcon’s discretion) Licensed Product in accordance with Section 6.1.3; (vii) NovaCal’s co-marketing agreement with each such Co-Marketing Partner will ensure consistency and coordination of the Co-Marketing Partner’s marketing efforts and messages with respect to Licensed Products with that of Alcon (or its allowed designee); (viii) The Co-Marketing Partner shall be subject to approval by Alcon, with such approval not to be unreasonably conditioned or delayed and may only be withheld if Alcon reasonably believes that NovaCal’s appointment of such Third Party is likely to put Alcon at a material commercial disadvantage with respect to other approvals, opinions, or documents potential Co-Promotion Partners and provides NovaCal with reasonable written explanation of the basis for such belief within thirty (30) days of NovaCal notifying Alcon that it is contemplating such Third Party as either may reasonably requesta Co-Promotion Partner under this Section 5.4.1; and (ix) NovaCal shall promptly provide Alcon with aggregate quarterly sales data that NovaCal receives from each Co-Marketing Partner for such Co-Marketing Partner’s sales of Licensed Product.

Conditions. 5.1 The issuance, amendment or extension sale and purchase of any Facility Letter of Credit the Shares is subject to, and Completion is conditional upon, the satisfaction of the Conditions set out in Clauses 5.2, 5.3 and 5.4 (collectively, the “Conditions” and each a “Condition”). 5.2 The obligation of the Seller to sell the Shares to the satisfaction in full of Purchaser and make the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereofSeller Cash Payment, and the proposed Facility Letter of Credit shall be reasonably satisfactory Purchaser’s obligations to such Issuer in form and contentpurchase the Shares from the Seller, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) are conditional upon the following statements shall be true, Conditions having been satisfied and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto remaining so immediately prior to Completion (as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that:applicable): (a) the representations PRA having given notice in writing in accordance with either section 189(4) or section 189(7) FSMA that it approves the Purchaser and warranties contained any other person acquiring control (within the meaning of section 181 FSMA) of the Company pursuant to this Agreement, or in Article IV the absence of such notice, the PRA being treated, under section 189(6) of FSMA, as having approved the acquisition of control over the Company by the Purchaser and any other relevant person without the imposition of a Burdensome Condition; 1 Note to draft: For parties to confirm. (b) the FCA having given notice in writing in accordance with either section 189(4) or section 189(7) FSMA that it approves the Purchaser and any other person acquiring control (within the meaning of section 181 FSMA) of the Company pursuant to this Agreement, or in the absence of such notice, the FCA being treated, under section 189(6) of FSMA, as having approved the acquisition of control over the Company by the Purchaser and any other relevant person without the imposition of a Burdensome Condition; (c) the written approval of the Maryland Insurance Administration of the acquisition by Purchaser of the Shares without the imposition of a Burdensome Condition; (d) the written approval of the California Department of Insurance of the sale by Seller of the Shares without the imposition of a Burdensome Condition or written confirmation by the California Department of Insurance of the inapplicability of Section 1011(c) of the California Insurance Code to the transactions contemplated hereby, but only to the extent approval of the sale of the Shares is also required by the New York State Department of Financial Services under Section 7402(d) of the New York Insurance Law; (e) the written approval or non-objection of the New York State Department of Financial Services of (i) the issuance by the Guarantor of the Guarantee and (ii) the contribution or loan to the Seller by the Guarantor of any funds necessary to enable the Seller to pay the Seller Cash Payment; and (f) none of the Seller, the Purchaser, nor the Company: (i) having received an order from a Governmental Authority or a court of competent jurisdiction that restrains or prohibits completion of the Transaction or a Governmental Authority having initiated proceedings to restrain or prohibit completion of the Transaction; (ii) being prohibited by any Applicable Law or regulation from completing the Transaction or (iii) the initiation of proceedings for the liquidation, rehabilitation, reorganization or conservation of the Guarantor, provided (in the case of (i) or (ii)) that the party asserting the failure of this Condition shall have used its commercially reasonable efforts to have any such order vacated; (collectively, the “Joint Conditions”). 5.3 The obligation of the Purchaser to purchase the Shares from the Seller is conditional upon the following Conditions (the “Purchaser Conditions”) having been satisfied, deemed satisfied or waived by Purchaser in its sole discretion and remaining so immediately prior to Completion (as applicable): (a) the Seller’s Fundamental Warranties shall have been true, accurate and not misleading on the date of this Agreement are correct in all material respects and shall be true, accurate and not misleading on and as of such Issuance Date Completion as though made on and as of such Issuance Date Completion (except to the extent that any such representation or warranty is stated to relate solely to of the Seller’s Fundamental Warranties speaks only as of an earlier date, in which case event such representation or warranty is correct in all material respects shall have been true, accurate and not misleading as of such date); (b) the Seller having provided the Purchaser with a copy of a resolution of the board of directors of the Seller (certified by a duly appointed officer as true, accurate and complete) authorising the execution of and the performance by the Seller of its obligations under this Agreement and the Transaction Documents to which it is, or will be, a party; and (c) the Guarantor shall have entered into the Guarantee. 5.4 The obligation of the Seller to sell the Shares to the Purchaser and make the Seller Cash Payment is conditional upon the following Conditions (collectively, the “Seller Conditions”) having been satisfied, deemed satisfied or waived by Seller in its sole discretion and remaining so immediately prior to Completion (as applicable): (a) The Purchaser’s Warranties shall have been true, accurate and not misleading on the date of this Agreement and shall be true, accurate and not misleading on and as of Completion as though made on and as of Completion (except to the extent that any of the Purchaser’s Warranties speaks only as of an earlier date, in which event such warranty shall have been true, accurate and not misleading as of such date); and (b) No Default the Purchaser having provided the Seller with a copy of a resolution of the board of directors of the Purchaser (certified by a duly appointed officer as true, accurate and complete) authorising the execution of and the performance by the Purchaser of its obligations under this Agreement and the Transaction Documents to which it is, or Event will be, a party, or the Seller having waived this condition in its sole discretion. 5.5 The Purchaser and Seller shall use their respective reasonable endeavours, and shall cooperate fully with each other, to procure the satisfaction of Default has occurred the Regulatory Conditions as soon as reasonably practicable after the date of this Agreement and, in any event, by the Initial Long Stop Date (or such other date as may be agreed in writing by the Seller and is continuing the Purchaser), including: (a) each Party shall give to the other Party reasonable prior notice of the time and place when any meetings, telephone calls or would result from other conferences may be held by it with Governmental Authorities in connection with any approvals required for the issuancetransactions contemplated by this Agreement and the other Party shall have the right to have an Authorised Representative attend or otherwise participate in any such meeting, amendment telephone call or extension of such Facility Letter of Creditother conference; (ivb) each Party shall keep the Issuer other informed of all material developments with any relevant Governmental Authority in connection with the transactions contemplated by this Agreement; and (c) notwithstanding anything to the contrary in this Agreement, the Purchaser shall not be obligated to agree to any limitation, requirement or condition that would, individually or in the aggregate, reasonably constitute a Burdensome Condition. 5.6 Each Party shall keep the other promptly informed of, and shall consult with the other regarding, the progress of satisfying the Regulatory Conditions and shall inform the other as soon as reasonably practicable of all developments which would or might reasonably be expected to result in the failure of any of the Regulatory Conditions to be satisfied. 5.7 Subject to the Seller complying with its obligations in Clause 5.10, the Purchaser and Seller agree to use their respective reasonable endeavours to meet the following timetable and the Agent timeframe in Clause 5.8, provided that neither Party shall have received any liability under this Agreement for failure to meet such other approvals, opinions, or documents as either may reasonably requesttimetable to the extent that such failure is outside its control.

Conditions. The issuance, amendment or extension 2.1 As conditions for the agreement of any Facility Letter of Credit is subject the Lender to the satisfaction request specified in full of the following conditions on the Issuance Date: Recital (iD) above, the Borrower shall have deliver or cause to be delivered to or to the order of the Lender the following documents and evidence: 2.1.1 a certificate from a duly authorised officer of each of the Security Parties and the Guarantor confirming that none of the documents delivered to the Issuer at such times Lender pursuant to clause 3.1 of the Loan Agreement 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 each of the Security Parties and in such manner the Guarantor as true, complete, accurate and neither amended nor revoked, of any documents which have been amended or modified; 2.1.2 the Issuer may reasonably prescribe original resolution of the directors and the shareholders of each of the Security Parties and the Guarantor (together, where appropriate, with signed waivers of notice of any directors' or shareholders' meetings) approving, and authorising or ratifying the execution of, the Additional Security Documents and any document to be executed by each of the Security Parties and the Guarantor pursuant to the Additional Security Documents; 2.1.3 a Reimbursement Agreement notarially attested and such other legalised power of attorney of each of the Security Parties and the Guarantor under which the Additional Security Documents and any documents and materials as may be reasonably required pursuant to them are to be executed by each of the terms thereofSecurity Parties and the Guarantor; 2.1.4 the Additional Security Documents, together with all other documents required by any of them, including, without limitation, all other notices of assignment and/or charge duly executed, and registered (where applicable) and evidence that those notices will be duly acknowledged by the proposed Facility Letter recipients and in the case of Credit shall be reasonably the Collateral Addendum to Mortgage registered at the Ship's Registry (or equivalent office) of the Collateral Vessel's current flag; 2.1.5 a certificate of ownership and encumbrance (or equivalent) issued by the Registrar of Ships (or equivalent official) of the Collateral Vessel's current flag confirming that the Collateral Vessel is permanently registered under the flag of the Republic of Panama in the ownership of the Collateral Guarantor and that the Collateral Addendum to Mortgage in respect of the Collateral Vessel has been registered and that there are no further encumbrances registered apart from a first preferred Panamanian mortgage over the Collateral Vessel dated 23 February 2009 executed by the Collateral Guarantor in favour of the Lender; 2.1.6 confirmation satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between Lender that all legal opinions required by the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall Lender will be true, and the Agent and such Issuer shall have received a certificate, given substantially in the form required by the Lender; 2.1.7 evidence that any process agent referred to in clause 21.5 of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations Loan Agreement and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier dateprocess agent appointed under any Additional Security Document has accepted its appointment; and 2.1.8 a copy of any other consent, licence, approval, authorisation or other document, opinion or assurance which the Lender considers to be necessary or desirable (bif it has notified the Borrower and/or the Collateral Guarantor accordingly) No Default in connection with the entry into and performance of the transactions contemplated by this Second Supplemental Agreement and the other Additional Security Documents or Event for the validity and enforceability of Default has occurred this Second Supplemental Agreement and is continuing the other Additional Security Documents. 2.2 If the Lender agrees, in its sole discretion, to waive any conditions under Clause 2.1 prior to the Effective Date, the Borrower undertakes to deliver all outstanding documents and evidence to or would result from to the issuanceorder of the Lender no later than the date specified by the Lender, amendment or extension which however, shall not be taken as a waiver of such Facility Letter the Lender's right to require production of Creditall the documents and evidence required by Clause 2.1. 2.3 All documents and evidence delivered to the Lender pursuant to this Clause shall: 2.3.1 be in form and substance acceptable to the Lender; (iv) 2.3.2 be accompanied, if required by the Issuer and Lender, by translations into the Agent shall have received such other approvalsEnglish language, opinionscertified in a manner acceptable to the Lender; and 2.3.3 if required by the Lender, be certified, notarised, legalised or documents as either may reasonably requestattested in a manner acceptable to the Lender.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit Underwriters' obligations to purchase the Underwritten Shares at the Closing Time is subject to the satisfaction accuracy of the representations and warranties of the Corporation contained in full this Agreement, both as of the date of this Agreement and as of each Closing Time, the performance by the Corporation of its obligations under this Agreement and the following additional conditions: (a) the Registration Statement shall have become effective under the 1933 Act prior to the Closing Date (or Over-Allotment Closing Date, as the case may be) or at such later time or on such later date as the Underwriters shall have agreed to in writing and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened by the SEC and any request for additional information shall have been complied with; (b) the Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date (or Over-Allotment Closing Date, as the case may be) in form and substance satisfactory to counsel to the Underwriters, addressed to the Underwriters and counsel to the Underwriters from counsel to the Corporation, DuMoulin Black (or, in the case of the opinions respecting matters in jurisdictions other than British Columbia, local counsel in such jurisdictions) regarding the following matters and such other matters as the Underwriters and their counsel may reasonably request: (i) that the Corporation and each of the Material Subsidiaries has been incorporated under the laws of its jurisdiction of incorporation and has not been dissolved and has all requisite corporate power to conduct their respective businesses as described in the Prospectuses and, in the case of the Corporation, to enter into and carry out its obligations under this Agreement and to issue the Underwritten Shares; (ii) that the Corporation is the legal and beneficial owner, directly or indirectly, of all of the issued and outstanding shares of each of the Material Subsidiaries; (iii) that, subject to reasonable assumptions and qualifications, the execution and delivery of this Agreement, the fulfilment of the terms hereof, the grant of the Over-Allotment Option by the Corporation, the issue, sale and delivery on the Closing Date of the Underwritten Shares by the Corporation or the issue of the Additional Shares on the Over-Allotment Closing Date, as the case may be, do not and will not contravene any laws of the Province of British Columbia or of Canada applicable therein and do not and will not conflict with or result in a breach of, and do not and will not create a state of facts which, after notice or lapse of time, or both, will result in a breach of any of the terms, conditions or provisions of the memorandum, articles or resolutions of the directors or shareholders of the Corporation; (iv) that all requisite corporate action has been taken by and on behalf of the Corporation to authorize the creation, issuance and sale of the Underwritten Shares; (v) that the authorized capital of the Corporation consists of 100,000,000 Common Shares of which 41,643,081 Common Shares are, and will be as of the Closing Date, issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation; (vi) that the Corporation and each of its Material Subsidiaries has all requisite corporate power and authority under the laws of the Province of British Columbia, the laws of the British Virgin Islands and the laws of Mexico, and is qualified to, carry on its business as presently carried on in such jurisdictions and in respect of the Corporation to carry out the transactions contemplated by the Final Prospectuses and any Prospectus Amendment; (vii) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectuses and the Final Prospectuses and, if applicable, any Prospectus Amendment and the filing of such documents under the Canadian Securities Laws in each of the Qualifying Provinces; (viii) that the Corporation is a "reporting issuer" not in default within the meaning of the Securities Act (Ontario) and the Securities Act (British Columbia); (ix) that the Underwritten Shares have been duly authorized and validly issued by the Corporation and are outstanding as fully paid and non-assessable shares in the capital of the Corporation; (x) that the attributes of the Underwritten Shares, are consistent in all material respects with the descriptions thereof in the Prospectuses; (xi) that this Agreement has been duly authorized and executed by the Corporation and constitutes a legal, valid and binding obligation of the Corporation and is enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought; provided that such counsel may express no opinion as to the enforceability of the indemnity provisions and the contribution provisions hereof; (xii) that the Underwritten Shares are qualified investments under the Income Tax Act (Canada) and the Regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans and registered education savings plans; (xiii) that the form and terms of the certificates representing the Underwritten Shares meet all legal requirements under the Business Corporations Act (British Columbia) and the rules of the TSX and the form and terms of the certificates representing the Underwritten Shares used for the purposes of listing on the TSX and the American Stock Exchange have been duly approved by the Corporation; (xiv) that each of the Canadian Transfer Agent and the U.S. Transfer Agent has been duly appointed as the transfer agent and registrar for the Common Shares in, respectively, Canada and the United States; (xv) that no consent, approval, authorization or order, or filing with any court or public, governmental or regulatory agency or body is required for the execution, delivery and performance by the Corporation of this Agreement, or for the consummation by the Corporation of the offering contemplated hereby except as have been made or obtained under the Canadian Securities Laws; (xvi) that all documents have been filed and all requisite proceedings have been taken and all approvals, permits, consents and authorizations of the appropriate regulatory authorities under Canadian Securities Laws have been obtained by the Corporation to qualify the Underwritten Shares for distribution in each of the Qualifying Provinces through investment dealers or brokers registered under the applicable laws of the Qualifying Provinces who have complied with such applicable laws; (xvii) that the execution and delivery by the Corporation of this Agreement and the consummation by the Corporation of the transactions contemplated thereby, including the issuance and sale of the Underwritten Shares, will not constitute a violation of, or a breach or default under, the terms of any Material Contract; (xviii) the statements in the Final Prospectus under the heading "Canadian Federal Income Tax Considerations" constitute an accurate summary of the principal Canadian federal income tax considerations relating to the acquisition of Underwritten Shares pursuant to the offering; (xix) that the Underwritten Shares have been conditionally approved for listing by the TSX; and (xx) that nothing (excluding for the purpose of this subsection the financial statements and related schedules and notes thereto and other financial information; or data with respect to mineral resources and reserves contained or incorporated by reference therein upon the authority of an expert in the calculation of mineral resources and reserves, referred to or included therein or omitted therefrom, as to which such counsel need make no statement, has come to the attention of such counsel that would lead them to believe that the Final Prospectuses (including the material incorporated therein by reference) contained or contain an untrue statement of a material fact, within the meaning of the Securities Act (British Columbia), respecting the Corporation or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In giving the opinions contemplated above and the statement referred to in (xx) above, counsel may rely upon opinions of local counsel acceptable to it as to matters related to the Income Tax Act (Canada) and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of the Corporation's officers and certificates issued by securities commissions, public and stock exchange officials, other governmental agencies and the Corporation's registrar and transfer agent, and such opinions may be subject to usual qualifications and assumptions. In respect of opinions as to matters governed by the laws of provinces other than British Columbia or by the laws of countries other than Canada, such opinions shall be provided as stand-alone opinions of counsel from such other jurisdictions; (c) the Underwriters shall have received at the Closing Time an opinion of the Corporation's U.S. counsel, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP, dated the Closing Date (or Over-Allotment Closing Date, as the case may be) in respect of the following conditions on matters and such other matters as the Issuance DateUnderwriters and their counsel may reasonably request: (i) the Borrower shall have delivered Corporation meets the general eligibility requirements for use of Form F-10; the Registration Statement has been declared effective; the Form F-X was filed with the Commission prior to the Issuer at such times effectiveness of the Registration Statement; and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereofknowledge of such counsel, and no stop order suspending the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms effectiveness of the Reimbursement Agreement, the terms of this Agreement shall controlRegistration Statement has been issued and no proceedings for that purpose have been instituted or threatened; (ii) assuming that the Canadian Preliminary Prospectus complies as to form in all material respects and has been prepared in accordance with the requirements of all applicable Canadian Securities Laws as interpreted and applied by the Canadian Securities Regulators, including, without limitation,: (A) that there are no documents, reports or other information that in accordance with the requirements of the Canadian Securities Regulators must be filed or made publicly available in connection with the offering of the Underwritten Shares that have not or will not prior to the effective date of the Canadian Final Prospectus have been so filed or made available; and (B) that, other than a form of this Underwriting Agreement, there were no publicly available documents filed with the Canadian Securities Regulators or any other Canadian regulatory authority in connection with the Canadian Final Prospectus: (x) the Registration Statement and the U.S. Final Prospectus, as of its respective effective or issue date (other than the Issuance Date financial statements and related schedules and notes thereto and other financial information, or data with respect to mineral resources and reserves contained or incorporated by reference therein upon the authority of an expert in the calculation of mineral resources and reserves, as to which such counsel need express no orderopinion) and the Form F-X, judgment complied or decree comply as to form in all material respects with the applicable requirements of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit 1933 Act; and (y) there is no law, rule or regulation applicable material required to be filed as an exhibit to the Issuer and no directive from any governmental authority with jurisdiction over Registration Statement by the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit1933 Act which has not been so filed; (iii) the following statements shall be trueUnderwritten Shares are duly listed, and the Agent and such Issuer shall have received a certificate, substantially in the form subject to official notice of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Crediton the American Stock Exchange; (iv) the Issuer information in the U.S. Final Prospectus under the heading "Certain United States Federal Income Tax Considerations", to the extent that it constitutes summaries of legal tax matters or legal conclusions, has been reviewed by such counsel and is correct in all material respects; (v) no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any United States court or governmental authority or agency (other than under the 1933 Act, which have been obtained, or as may be required under the securities or blue sky laws of the various states, as to which such counsel need express no opinion) is necessary or required in connection with the due authorization, execution and delivery of the Underwriting Agreement or for the offering, issuance, sale or delivery of the Underwritten Shares; (vi) the execution, delivery and performance of the Underwriting Agreement and the Agent consummation of the transactions contemplated in the Underwriting Agreement and in the Registration Statement (including the issuance and sale of the Underwritten Shares and the use of the proceeds from the sale of the Underwritten Shares as described in the U.S. Final Prospectus under the caption "USE OF PROCEEDS") do not and the compliance by the Corporation with its obligations under the Underwriting Agreement will not, whether with or without the giving of notice or lapse of time or both, result in any violation of the provisions of any United States federal law, statute, rule, regulation, judgment, order, writ or decree, known to such counsel, applicable to the Corporation or its subsidiaries of any United States federal government, United States federal government instrumentality or United States federal court having jurisdiction over the Corporation or any subsidiary or any of their respective properties, assets or operations in the United States; (vii) the Corporation is not required and, upon the issuance and sale of the Underwritten Shares as herein contemplated and the application of the net proceeds therefrom, as described in the U.S. Final Prospectus, will not be required to register as an "investment company" under the United States Investment Company Act of 1940, as amended; (viii) nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement or any amendment thereto (except for financial statements and schedules and other financial data; or data with respect to mineral resources and reserves contained or incorporated by reference therein upon the authority of an expert in the calculation of mineral resources and reserves, referred to or included therein or omitted therefrom, as to which such counsel need make no statement), at the time such Registration Statement or any such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the U.S. Final Prospectus or any amendment or supplement thereto (except for financial statements and schedules and other financial data or data with respect to mineral resources and reserves contained or incorporated by reference therein upon the authority of an expert in the calculation of mineral resources and reserves included therein or omitted therefrom, as to which such counsel need make no statement), at the time the U.S. Final Prospectus was issued, or at the Closing Time, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (d) the Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date (or Over-Allotment Closing Date, as the case may be) from the Underwriter's counsel, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, with respect to matters related to the transactions contemplated hereby reasonably requested by the Underwriters. In providing such opinion ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP shall be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other approvalsthan the laws of Canada and Ontario respectively, opinionsand as to matters of fact, or documents as either may reasonably request.on certificates of the Corporation's registrar and transfer agents, public and stock exchange officials and offic

Conditions. The issuance6.1 Companies agrees to furnish Lender, amendment or extension of any Facility Letter of Credit is subject prior to the satisfaction initial borrowing under this Agreement, in full of the following conditions on the Issuance Date: form and substance to be satisfactory to Lender, with (i) certified copies of resolutions of the Borrower shall have delivered board of directors of each Company evidencing approval of the borrowings and transactions contemplated hereunder; (ii) a certificate of good standing from the state of each Company’s incorporation and from the state(s) in which Companies are required to be qualified to do business; (iii) an opinion of Companies’ legal counsel; (iv) evidence that after giving effect to the Issuer initial Advance under the Revolving Credit Note, Annealing has at such times least $2,000,000 in borrowing availability thereunder, and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and (v) such other documents and materials instruments as Lender may require. 6.2 As security for all indebtedness of Companies to Lender, Companies agree to furnish, execute and deliver to Lender, or cause to be reasonably required pursuant furnished, executed and delivered to Lender, prior to or simultaneously with the terms thereofinitial borrowing hereunder, and the proposed Facility Letter of Credit shall in form to be reasonably satisfactory to such Issuer Lender and supported by appropriate resolution in certified form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreementauthorizing same, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatfollowing: (a) The BCGW Guaranty; (b) Amendments to the representations Security Agreement and warranties contained the Mortgages of Annealing’s property in Article IV North V▇▇▇▇▇, Indian and Canton, Ohio, dated November 18, 2003; (c) The Lansing Mortgage, together with a survey and a commitment for an ALTA loan policy in an amount not less than the principal amount of Term Loan C, each in form and substance satisfactory to Lender; (d) Financing Statements required or requested by Lender to perfect all security interests to be conferred upon Lender under this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to accord Lender a perfected first priority security position under the Uniform Commercial Code (subject only to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier dateencumbrances permitted hereunder); and (be) No Default Such other documents or Event agreements of Default has occurred security and is continuing appropriate assurances of validity and perfected first priority of lien or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents security interest as either Lender may reasonably requestrequest at any time.

Conditions. The issuanceDealer has entered into this Agreement in reliance upon the representations and warranties of the Authority contained herein and to be contained in the documents and instruments to be delivered at the Commencement Date, amendment and upon the performance by the Authority of its obligations hereunder, both as of the date hereof, as of the Commencement Date, and after the Commencement Date during any period of marketing or extension of any Facility Letter of Credit is remarketing the Designated Notes (the “Relevant Times”). Accordingly, the Dealer’s obligations under this Agreement shall be subject to the satisfaction in full performance by the Authority of its obligations to be performed hereunder and under such documents and instruments at or prior to the Commencement Date, and shall also be subject to the receipt by the Dealer of each of the following conditions on documents prior to the Issuance Date:Commencement Date:‌ (i) Certified copies of the Borrower shall have delivered Indenture, the Issuing and Paying Agency Agreement, the Agreement, the Master Installment Purchase and each Subordinated Credit Support Instrument securing the Designated Notes; (ii) Certified copies of the resolutions adopted by the City, the Corporation and the Authority authorizing the Fifth Supplemental Indenture, the Issuing and Paying Agency Agreement, the Agreement, the 2017 Commercial Paper Supplement and each Subordinated Credit Support Instrument, as applicable; (iii) A copy of the opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, Bond Counsel to the Issuer at such times Authority, delivered in connection with the authorization of the Designated Notes, together with a reliance letter of Bond Counsel addressed to the Dealer; (iv) A copy of the opinion(s) dated the Commencement Date of McGuireWoods LLP, counsel to the Subordinated Credit Provider, addressed to the Authority and in such manner as the Issuer may reasonably prescribe a City with respect to the due authorization, validity and enforceability of the Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory and to such Issuer in form and content, provided, however, the accuracy of the information included in the event Offering Memorandum under the caption “The Letters of any conflict between Credit and Reimbursement Agreements”, together with a reliance letter of such counsel addressed to the terms Dealer; (v) A copy of this Agreement the opinions dated the Commencement Date of the City Attorney of the City addressed to the Dealer with respect to the due authorization, validity and enforceability of the terms of Issuing and Paying Agent Agreement, the Reimbursement Agreement, the terms of this Indenture, the Master Installment Purchase Agreement shall controland the Agreement by the City, the Corporation and the Authority, as applicable; (iivi) as of A certificate dated the Issuance Commencement Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated Authority to the Issuance Date stating that: effect that (aA) the representations and warranties of the Authority contained in Article IV of this Agreement herein are true and correct in all material respects on and as of such Issuance the Commencement Date as though if made on and as of such Issuance the Commencement Date except to the extent that the same relate to any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (bB) No Default or Event of Default the Offering Memorandum has been approved; and (C) no event specified in Section 3(b) has occurred and is continuing or would result from as to which the issuance, amendment or extension of such Facility Letter of CreditAuthority has not notified the Dealer; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably request.

Conditions. 2.1 The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Deed is subject to the satisfaction in full following: 2.1.1 The Effective Date occurring by the later of 90 calendar days after the date of the following conditions on Commitment Letter or 60 calendar days after the Issuance Date: (i) date of any vote by Scheme Creditors to approve the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereofScheme, and the proposed Facility Letter of Credit shall be reasonably satisfactory subject to such Issuer in form and content, provided, however, in vote occurring on or before 75 calendar days after the event of any conflict between the terms of this Agreement and the terms date of the Reimbursement AgreementCommitment Letter; 2.1.2 Delivery to BNY of a copy of the Court order sanctioning the Scheme, the terms of this Agreement shall controlwhich confirm that an undertaking has been given by the directors of Telewest at the Court hearing to sanction the Scheme that the Scheme will not be made effective unless and until the directors of Telewest are satisfied that TCN and TCN’s senior lenders have entered into the New Bank Documents and that the Recapitalisation Supplemental Deed Effective Date (as such term is defined in the New Bank Documents) has occurred or its occurrence is conditional only upon the Effective Date of the Scheme; 2.1.3 Delivery by BNY of a letter of certification to TCN confirming that the New Bank Documents are in satisfactory form; 2.1.4 Receipt by BNY of its reasonable costs and expenses (iiincluding legal fees) as properly incurred up until the date five Business Days before the Effective Date in connection with this Deed or arising out of negotiations for the settlement of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, BNY Claim and the Agent entering into of the Interim Swap Transaction and such Issuer shall have received the New BNY Transaction; and 2.1.5 Delivery by BNY of a certificate, substantially in letter of certification to TCN confirming that the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer New BNY Transaction Confirmation(s) (other than in respect of the Borrower dated economic terms of the Issuance Date stating that:New BNY Transaction) is acceptable to BNY acting reasonably. (a) 2.2 In the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent event that any such representation or warranty of the foregoing conditions is stated not fulfilled, this Deed shall be deemed to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result have had no effect from the issuance, amendment or extension date of such Facility Letter of Credit; (iv) the Issuer its execution and the Agent BNY Claim shall have received such other approvals, opinions, or documents as either may reasonably requestbe reinstated in full.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject This Amendment Agreement shall become effective upon the Borrower delivering to the satisfaction in full of Administrative Agent the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatfollowing: (a) the representations and warranties contained in Article IV ten (10) counterparts of this Amendment Agreement are correct duly executed by the Administrative Agent, the Lenders, the Borrower and the Subsidiary Guarantors; (b) a certificate of the secretary or an assistant secretary of each of the Borrower and each Subsidiary Guarantor, in form and substance satisfactory to the Administrative Agent, certifying (i) that the articles or certificate of incorporation or articles or certificate of organization of the Borrower or such Subsidiary Guarantor, as the case may be, have not been amended since such articles or certificate were delivered on the Effective Date or attaching any amendments thereto since the Effective Date, as each may be certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, (ii) that the bylaws, operating agreement, partnership agreement or other comparable document of the Borrower or such Subsidiary Guarantor, as the case may be, have not been amended since such bylaws, operating agreement, partnership agreement or other comparable document was delivered on the Effective Date, and that such document has been in effect at all material respects times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, and (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors, managers, general partners or other comparable governing body of the Borrower or such Subsidiary Guarantor, as the case may be, authorizing the execution, delivery and performance of this Amendment Agreement and the amendments contemplated herein, and as to the incumbency and genuineness of the signature of each officer of the Borrower or such Issuance Date Subsidiary Guarantor, as though made on the case may be, executing this Amendment Agreement, and attaching all such copies of the documents described above; (c) amendments or modifications to the existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, dated as of the date hereof and duly executed by the Borrower, a Subsidiary Guarantor and the trustee thereunder, as applicable, together in each case with evidence of recordation thereof; (d) all fees and expenses payable by the Borrower by reason of this Amendment Agreement; (e) such Issuance Date except to other documentation, instruments, consents and agreements as the extent that any such representation or warranty is stated to relate solely to an earlier date, Administrative Agent shall reasonably request including those described in which case such representation or warranty is correct in all material respects as paragraph 8 of such earlier datethis Amendment Agreement; and (bf) No Default amended and restated or Event replacement Revolving Notes for each Revolving Lender whose Revolving Credit Commitment is increasing as a result of Default has occurred this Amendment Agreement and is continuing amended and restated or would result from replacement Term Loan A Notes reflecting the issuance, amendment or extension re-advance of such Facility Letter a portion of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestTerm Loan A pursuant to this Amendment Agreement.

Conditions. The issuance, amendment or extension obligation of any Facility Letter Lender to be bound by the provisions of Credit is this Amendment shall be subject to the satisfaction in full fulfillment of the following conditions precedent on or before the Issuance Datedate hereof: (a) Lender shall have received all of the following, each in form and substance satisfactory to Lender, in its sole discretion, and each duly executed by each party thereto, other than Lender: (i) this Amendment; (ii) Intercreditor Agreement, duly executed by ▇▇▇▇▇▇ Supply Company ("▇▇▇▇▇▇"), in favor of Lender, relating to indebtedness payable by Borrower to ▇▇▇▇▇▇ in connection with the acquisition by Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required of certain assets of ▇▇▇▇▇▇ pursuant to the terms thereofprovisions of that certain Purchase Agreement, dated March 2, l995, executed by ▇▇▇▇▇▇ as "seller" and Borrower as "buyer" (the "Purchase Agreement") (such acquisition being referred to herein as the "Acquisition"), and a copy of the note executed by Borrower to ▇▇▇▇▇▇ covered by the Subordination Agreement; (iii) Collateral Assignment of Asset Purchase Agreement, duly executed by Borrower, in favor of Lender, and duly accepted by ▇▇▇▇▇▇, covering the Purchase Agreement; (iv) A copy of such documentation executed in connection with the ▇▇▇▇▇▇ Acquisition as shall be requested by Lender; (v) Landlord's Consents, duly executed by ▇▇▇▇▇▇, in favor of Lender, covering each of the sites being leased by ▇▇▇▇▇▇ to Borrower in connection with the ▇▇▇▇▇▇ Acquisition; (vi) Written instructions from Borrower directing the application of the indicated portion of the Loans made on the date of the closing of the ▇▇▇▇▇▇ Acquisition to ▇▇▇▇▇▇ and/or to any persons or entities holding perfected liens in the assets being transferred by ▇▇▇▇▇▇ to Borrower, along with appropriate wiring instructions; (vii) Modifications to such existing real estate lien documents as shall be required by Lender, duly executed by Borrower; (viii) A letter from ▇▇▇▇▇▇'▇ counsel stating that Lender may rely on such counsel's opinion to Borrower issued in connection with the Acquisition; (ix) The written opinion of counsel to Borrower, regarding Borrower, the consummation of the Acquisition, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms execution of this Agreement and the terms of the Reimbursement other Agreements executed in connection with this Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer transactions contemplated hereby; and (x) All other documents Lender may request with respect to any matter relevant to this Amendment or the transactions contemplated hereby, including, without limitation, the ▇▇▇▇▇▇ Acquisition. (b) Lender shall have received an indemnification letter, duly executed by ▇▇▇▇▇▇, indemnifying Lender against any losses and expenses Lender might incur as a certificateresult of non-compliance by ▇▇▇▇▇▇ and/or Borrower with such bulk transfer laws of Article Six of the Oklahoma Uniform Commercial Code and the Utah Uniform Commercial Code (c) Lender shall have received evidence satisfactory to it, substantially in its sole discretion, that Lender has a perfected, first priority Lien in the form of assets transferred to Borrower in connection with the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that:▇▇▇▇▇▇ Acquisition. (ad) No Event of Default shall have occurred and be continuing and no Default shall exist, unless such Event of Default or Default has been specifically waived in writing by Lender. (e) Borrower and Guarantor shall have performed and complied with all agreements and conditions contained in the Agreement and the other Agreements which are required to be performed or complied with by Borrower or Guarantor before or on the date hereof. (f) The representations and warranties contained in Article IV of this Agreement are the Agreement, as amended hereby, and the other Agreements shall be true and correct in all material respects on and as of such Issuance Date the date hereof, with the same force and effect as though made on and as of such Issuance Date except this date. (g) No material adverse change shall have occurred in the business operations, financial condition or prospects of Borrower or Guarantor, and no material adverse litigation shall be pending or, to the extent that any such representation knowledge of Borrower or warranty is stated to relate solely to an earlier dateGuarantor, threatened, against Borrower or Guarantor. (h) Lender shall have received, in immediately available funds, a non- refundable closing fee in the amount of $50,000, which case such representation or warranty is correct in all material respects as closing fee shall be due and payable, and be deemed fully earned, upon the execution of such earlier date; andthis Amendment. (bi) No Default or Event on the date of Default has occurred and is continuing or would result from funding to Borrower of the issuanceLoans relevant to the consummation of the Acquisition, amendment or extension of such Facility Letter of Credit;Borrower shall have provided Lender with a duly completed Borrowing Base Certificate, which Borrowing Base Certificate shall be satisfactory to Lender, in its sole discretion. (ivj) The Class C Preferred Stock issued to ▇▇▇▇▇▇ Supply in connection with the Issuer and the Agent ▇▇▇▇▇▇ Acquisition shall have received such other approvalscharacteristics, opinionsrights and preferences satisfactory to Lender, or in its sole discretion. (k) All corporate and legal proceedings and all documents as either may reasonably requestrequired to be completed and executed by the provisions of, and all instruments to be executed in connection with the transactions contemplated by, this Amendment and any related agreements shall be satisfactory in form and substance to Lender.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to the satisfaction in full An Incremental Commitment shall become effective as of the following conditions on the Issuance Increase Effective Date; provided that: (i) after giving pro forma effect to such Incremental Commitment and the use of proceeds, no Default shall exist; (ii) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe Administrative Agent a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) certificate dated as of the Issuance Increase Effective Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer Responsible Officer of the Borrower dated (x) (A) certifying and attaching the Issuance resolutions adopted by or on behalf of the Borrower and each Guarantor (if any) approving or consenting to such increase, or (B) certifying that, as of such Increase Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Restatement Effective Date stating (which resolutions include approval to increasean increase in the aggregate principal amount of the Facilities to an amount at least equal to $900,000,000) the aggregate principal amount of the Facilities that will be in effect after giving effect to such Incremental Commitment and certifying that: , as of such Increase Effective Date, such resolutions are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption, and (ay) certifying that, before and after giving effect to such Incremental Commitments and the Credit Extensions, if any to be made on such Increase Effective Date (A) the representations and warranties contained in Article IV of this Agreement V or any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, are true and correct in all material respects on and as of the Increase Effective Date (without duplication of materiality qualifiers set forth in such Issuance Date as though made representations and warranties), except (1) with respect to the representations and warranties set forth in Sections 5.15(b) and 5.19, in which case they are true and correct in all respects, (2) to the extent that such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects (or, in the case of Sections 5.15(b) and 5.19 in all respects) on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, without duplication of materiality qualifiers set forth in which case such representation or warranty is correct representations and warranties) and (3) that for purposes of this Section 2.15, the representations and warranties contained in all material respects as of such earlier date; and subsections (a) and (b) No of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default has occurred and is continuing or would result from exists; (iii) if requested by a new Lender participating in such Incremental Commitment, notes executed by the issuance, amendment or extension of Borrower payable to such Facility Letter of Creditnew Lender; (iv) the Issuer and the Administrative Agent shall have received documentation from each Person providing such Incremental Commitment evidencing its share of the Incremental Commitments and its obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent, including, in the case of a new Lender, a New Lender Joinder Agreement, subject in each case to any requisite consents required under Section 11.06; (v) the Borrower shall pay any applicable fees and expenses as are due and payable in connection with such Incremental Commitment; (vi) the Borrower shall make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to Section 2.15(d); (vii) if requested by the Administrative Agent or any Lender or other Eligible Assignee participating in such Incremental Commitment, the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, a customary opinion of counsel to the Loan Parties (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent, the Lenders and the L/C Issuers; (viii) to the extent reasonably requested by the Administrative Agent or any Lender participating in such Incremental Commitment at least ten (10) days prior to such Increase Effective Date, receipt by the Administrative Agent or such Lender, as applicable, of all necessary information in connection with the USA PATRIOT Act, “know your customer” requirements, anti-money laundering requirements and the Beneficial Ownership Regulation (including a Beneficial Ownership Certification) and other customary requirements not later than five (5) days prior to such Increase Effective Date; (ix) any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other approvalsinformation as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, opinionsincluding without limitation, the USA PATRIOT Act; and (x) the Borrower shall have delivered or documents caused to be delivered such other assurances, certificates, documents, consents or opinions as either the Administrative Agent, any of the Lenders or other Eligible Assignees providing such Incremental Commitment or, in the case of an Incremental Revolving Commitment, any L/C Issuer, reasonably may reasonably requestrequire.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject Respondent shall comply with the following conditions: (a) Retain a licensed septage hauler to pump the OWTS at least once per year and as often as necessary to prevent all sanitary sewage from overflowing to the satisfaction in full surface of the following conditions ground until the system is repaired as evidenced by the issuance of a “Certificate of Conformance” by the RIDEM. (b) IMMEDIATELY disconnect all washing machines from the Dwelling. No washing machines can be used until the OWTS is repaired as evidenced by the issuance of a “Certificate of Conformance” by the RIDEM. (c) Limit the occupancy of the Dwelling to no more than 4 persons until the OWTS is repaired as evidenced by the issuance of a “Certificate of Conformance” by the RIDEM. (d) Upon resolution of the Litigation, comply with the ordered actions in the NOV to repair the OWTS in accordance with the deadlines specified in the NOV. (e) Any subsequent transfer of the Property shall include, as a formal condition accurately represented on the Issuance DateHUD Settlement Sheet, an escrow requirement for the cost of the OWTS repair. Prior to transfer, an OWTS designer licensed by the RIDEM shall perform an evaluation of the system to determine the extent of repair required and the exact costs of the repair. Once determined, the total cost for such work shall be placed in an escrow account, along with a buffer amount of 10% of the estimated costs of repair, and shall be held by the escrow agent. The escrow agent shall be authorized to release half of the funds upon the initiation of the required work and the remainder may be released once the repair is completed. The repair may not be certified as complete until a “Certificate of Conformance” is issued by the RIDEM. (f) If the RIDEM documents a failure to comply with Section C(5)(a) above, the Dwelling shall be vacated within 30 days of receipt of written notification from the RIDEM to vacate the Dwelling. The Dwelling shall remain vacant until the OWTS is repaired as evidenced by the issuance of a “Certificate of Conformance” by the RIDEM. (g) Penalty – Respondent shall pay to the RIDEM $2,000 in administrative penalties assessed as follows: (i) Within 30 days of resolution of the Borrower shall have delivered Litigation, pay to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control;RIDEM $2,000. (ii) as Penalties that Respondent agrees to pay in this Agreement are penalties payable to and for the benefit of the Issuance Date no order, judgment or decree State of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit Rhode Island and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit;are not compensation for actual pecuniary loss. (iii) If Respondent fails to remit to the RIDEM a payment on or before its due date, that payment will be considered late and Respondent will be in default. If the payment is not received within 30 days of its due date, interest shall begin to accrue on the entire unpaid balance at the rate of 12 percent per annum. Interest will accrue at this rate beginning with the day after the due date specified in this Agreement until such date all past due installment payments and interest owed are remitted. Interest shall be calculated using the following statements generally established accounting principle: Interest due = (number of days late/365) x (0.12) x (amount of unpaid balance) This provision does not preclude the RIDEM from seeking additional penalties according to Section D for failure to comply with the remaining provisions of this Agreement. (iv) All penalty payments shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit Da certified check, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except cashiers check, or money order, payable to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably request.R.

Conditions. The issuance, amendment or extension obligation of any Facility Letter of Credit is Cogentrix GP and Cogentrix LP to make the contributions described in Section 3.2 are subject to the satisfaction in full of each of the following conditions on precedent (except those conditions, if any, that may be specifically waived in writing by Cogentrix GP or Cogentrix LP, as appropriate): (a) The Project Credit Facilities and the Issuance DateProject Loan Documents shall have been approved by the Management Committee and the Project Loan Documents will be executed by all parties thereto. An original executed copy of each Project Loan Document will be delivered to Cogentrix GP and a copy thereof delivered to Cogentrix LP as soon as available. (b) All conditions to the closing of the Construction/Term Facility shall have occurred or been satisfied (other than evidence that the capital contributions described in Section 3.2 have been made) and all governmental consents, approvals, permits and licenses and other deliveries in connection with the Project which are required to be received by the Construction/Term Lender as a condition to the funding of the Construction/Term Facility and the Revolving Facility shall have been delivered or received. A copy of all such deliveries and other evidence of the closing shall be provided to Cogentrix GP and Cogentrix LP. (c) The contribution by VF Delaware contemplated by Section 3.1(a) shall have been made to the satisfaction of Cogentrix GP and Cogentrix LP and evidence thereof reasonably satisfactory to Cogentrix GP and Cogentrix LP shall have been provided to them by VF Delaware. (d) The following representations or warranties shall be true and correct in all respects, and are hereby made to Cogentrix GP and Cogentrix LP by VF Delaware and VF as an inducement to their making capital contributions to the Partnership: (i) the Borrower shall have delivered to the Issuer at such times Each of VF and VF Delaware (A) is a limited liability company duly organized, validly existing and in such manner as good standing under the Issuer may reasonably prescribe a Reimbursement Agreement laws of the State of Delaware, the ownership of which is 99% by Agro Power and such other documents 1% by VF (in the case of VF Delaware) or 1% by VF Delaware (in the case of VF), (B) has full power and materials as may be reasonably required pursuant to the terms thereof, authority and the proposed Facility Letter of Credit shall be reasonably satisfactory legal right to such Issuer incur the obligations provided for in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably request.

Conditions. The issuance, amendment or extension Employee understands that the payment of any Facility Letter a Separation Amount to Employee and the provision of Credit is subject Separation Benefits to the satisfaction in full of the following conditions on the Issuance DateEmployee under this Agreement are expressly conditioned and contingent on: (i1) the Borrower shall have delivered Employee’s returning to the Issuer at such times and Employer all of the Employer’s property in such manner Employee’s possession or control [including but not limited to all tangible “confidential or proprietary information or data” as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereofdefined in Subsection 7(B), and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer all other property described in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlSubsection 3(E)]; (ii2) Employee’s proper completion and submission to the Employer of any and all of Employee’s expense reimbursement requests; (3) Employee’s repayment of all amounts due and owing to the Employer (such as personal expenses, bills, advances and credit card balances as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier dateSeparation Date); and (b4) No Default Employee’s performance and observance of all of the provisions of this Agreement in accordance with their terms. Employee acknowledges that the payment of a Separation Amount and provision of Separation Benefits to Employee under this Section 2 is in addition to anything that Employee is already entitled to pursuant to Employee’s employment with the Employer. Employee understands that the Separation Benefits being offered to Employee under this Section 2 are being offered subject to all applicable laws, rules and regulations, as well as all terms and conditions of any governing plan documents, as amended from time to time, that are applicable to any or Event all of Default has occurred the Separation Benefits, including but not limited to laws, rules, regulations, terms and is continuing or would result from the issuanceconditions relating to availability, amendment or extension of such Facility Letter of Credit; (iv) the Issuer eligibility, participation, administration, cost, and the Agent payment, timing and amount of benefits. It is understood and agreed that the payment of a Separation Amount and the provision of Separation Benefits under this Agreement constitute a voluntary, ad hoc severance arrangement, and that same shall neither create nor be evidence of any severance pay plan or employee welfare benefit plan. No employee or former employee of CFC, CFB or their affiliated entities, other than Employee, shall have received such other approvalsany rights or claims under the above-described voluntary, opinions, or documents as either may reasonably requestad hoc arrangement.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to the (a) This Amendment shall be effective upon satisfaction in full of the following conditions on the Issuance Dateprecedent: (i) the Borrower This Amendment shall have delivered been executed by each party hereto; and (ii) The Agent shall have received a certificate from the chief financial officer of the Company certifying that (i) immediately after giving effect to the Issuer at such times this Amendment, all representations and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, howeverwarranties made hereunder, in the event Loan Agreement and in the other Loan Documents shall be true and correct as if made on the date hereof, (ii) the Borrowers have performed and complied with all covenants, agreements and conditions contained herein which are required to be performed or complied with by the Borrowers on or before the date hereof and (iii) no Default or Event of any conflict between Default shall have occurred and be continuing after giving effect to this Amendment. (b) The following shall be conditions precedent to the terms execution of this Agreement and the terms Amendment: (i) The Agent shall have received (i) copies of the Reimbursement Agreementarticles of incorporation or certificates of formation or other charter documents of each Borrower, (ii) copies of the bylaws or other similar agreement and all amendments thereto of each Borrower, (iii) copies of resolutions of the Board of Directors or similar managing body of each Borrower approving and adopting this Amendment, the terms transactions contemplated herein and authorizing execution and delivery thereof, in each case, of this Agreement shall controleach Borrower and certified by a secretary or assistant secretary of the Company to be true and correct and in force and effect as of the date hereof, (iv) a certificate of the Secretary or Assistant Secretary (or equivalent thereof) of each Borrower certifying as to the incumbency of the officers of each Borrower, and (v) an original, duly certified as of a current date by the applicable Secretary of State, of a good standing certificate issued by the Secretary of the state of incorporation or organization of each Borrower; (ii) as The Borrowers shall have paid the Amendment Fees and all other fees and expenses of the Issuance Date no order, judgment or decree Agent and the Attorney Costs incurred in connection with this Amendment and any of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit Loan Documents and no law, rule or regulation applicable the transactions contemplated thereby to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Creditextent invoiced; (iii) the following statements shall be true, and the The Agent and such Issuer shall have received a certificateevidence, substantially in the form of the certificate attached hereto as Exhibit Dform, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations scope, and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except substance, reasonably satisfactory to the extent that any such representation or warranty is stated to relate solely to an earlier dateAgent, in which case such representation or warranty is correct in of all material respects insurance coverage as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from required by the issuance, amendment or extension of such Facility Letter of CreditLoan Agreement; (iv) the Issuer The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrowers and to make copies thereof, and to conduct a pre-extension audit which shall include, without limitation, updated desktop fixed asset appraisals, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects; (v) All proceedings taken in connection with the execution of this Amendment and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders; (vi) The Agent shall have received such a copy of the signed order (the "Amendment Order") of the Bankruptcy Court in substantially the form of Annex II hereto authorizing and approving the transactions contemplated hereby. The Amendment Order (i) shall be in form and substance satisfactory to the Agent, (ii) shall be certified by the Clerk of the Bankruptcy Court as having been duly entered, (iii) shall have authorized extensions of credit by the Lenders in amounts up to $250,000,000, (iv) shall approve the payment by the Borrowers of all of the fees set forth in Section 3 hereof and in Section 2.5 of the Loan Agreement as amended hereby, and (v) shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed; and (vii) The Agent shall have received an executed tri-party agreements in form and substance satisfactory the Agent with respect to lockbox accounts and other approvalsrelevant accounts of the Borrowers (which agreements shall provide that the Agent may after the occurrence of an Event of Default, opinions, or documents direct the applicable bank to transfer funds from the applicable accounts as either may reasonably requestthe Agent directs).

Conditions. The issuancemodifications of Section 1 above shall take effect only upon Borrower’s satisfaction, amendment or extension at its expense, of any Facility Letter of Credit is subject to the satisfaction in full all of the following conditions on not later than the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms date of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatModification: (a) if required by Lender, delivery to Lender of one or more endorsements to the representations Title Policy (whether one or more) insuring the lien of the Deeds of Trust as may be required by Lender, all in form and warranties contained of content acceptable to Lender, insuring that, except as set forth in Article IV this Modification, the priority of such lien is unaffected by the modifications set forth herein and that the Title Policy insuring the Deeds of Trust remains in full force and effect in the full amount of the Loan; (b) if required by Lender, delivery to Lender of one or more duly executed recordable memorandums of this Agreement are correct in all material respects on and as Modification (collectively, the “Memorandum”); (c) satisfaction of such Issuance Date other conditions as though made may be set forth on Exhibit “B” attached hereto and incorporated herein by this reference, if any; (d) if the Loan has been guarantied (or indemnities given) or if there are junior liens encumbering the property which is encumbered by the Deeds of Trust, delivery to Lender of duly executed consents to the modifications set forth in this Modification by the guarantor(s) and/or junior lienors, as applicable, as may be set forth in Exhibit “C” attached hereto or as may be attached to the Memorandum, each incorporated herein by this reference; (e) Borrower has obtained the approval of, and Borrower hereby represents that it has obtained the approval of, any creditor of Borrower, Guarantor or any of their affiliates to the reduction in Guarantor’s Tangible Net Worth requirement and Lender’s waiver of the ratio of Guarantor’s total liabilities to Guarantor’s Tangible Net Worth effective for the quarters ending December 31, 2008 through December 31, 2009 pursuant to paragraphs B and C of “Additional Loan Covenants – Paragraph 15 of the Loan Agreement” of the Specific Loan Terms (as set forth below in Section 3(iii) of Exhibit “A” to this Modification). Borrower shall have provided Lender with satisfactory evidence of such Issuance Date except approval by January 15, 2009, provided that such evidence shall not be required to be provided as a condition to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as closing of such earlier datethis Modification; and (bf) No Default or Event Neither Borrower, Guarantor nor any of Default has occurred and is continuing or would result from the issuancetheir affiliates (collectively, amendment or extension of such Facility Letter of Credit; (iv“Borrower Affiliates”) the Issuer and the Agent shall have received entered into any agreement with an existing or future lender, where the subject loan has the effect of establishing financial covenants that are more restrictive on Borrower Affiliates or are otherwise more favorable to such lender (the “Additional Lender Rights”) than the financial covenants under the Loan Instruments, including without limitation, provisions relating to recourse liability and restrictive covenants; provided, however, the terms of any loan extended by Residential Funding Corporation (“RFC”) shall not be considered for purposes of the foregoing. Borrower hereby represents and warrants that no Borrower Affiliate has entered into any agreement with an existing or future lender, other approvalsthan RFC, opinions, or documents as either may reasonably requestwhich provides for Additional Lender Rights.

Conditions. The issuance, amendment or extension Commitment Party’s commitments and agreements and the funding of any the Term Facility Letter of Credit is on the Closing Date hereunder are subject solely to the satisfaction conditions set forth in full this paragraph, in Exhibit A under the heading “Conditions Precedent to Borrowing” and in Exhibit B. Notwithstanding anything in this Commitment Letter, the Fee Letter, the Term Facility Documentation (as defined in Exhibit A) or any other agreement or undertaking to the contrary, (a) the only representations relating to you and your subsidiaries, the Acquired Business and the Seller and its subsidiaries and your or their respective businesses the making and accuracy of which shall be a condition to availability of the following conditions Term Facility on the Issuance Date: Closing Date shall be (i) such of the representations made by or with respect to the Seller and the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you or your affiliate have the right to terminate your obligations under the Acquisition Agreement or not consummate the Acquisition, in each case in accordance with the terms thereof as a result of a breach of such representations in the Acquisition Agreement (the “Acquisition Agreement Representations”) and (ii) the Specified Representations (as defined below) made by the Borrower shall have delivered to in the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereofTerm Facility Documentation, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and (b) the terms of the Reimbursement AgreementTerm Facility Documentation shall be in a form such that they do not impair availability of the Term Facility on the Closing Date if the conditions set forth in this Commitment Letter are satisfied (it being understood that, to the extent any collateral (including the creation or perfection of any security interest) referred to in the Term Sheet cannot be provided on the Closing Date (other than the grant and perfection of security interests (x) in assets with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code, the terms Personal Property Security Act or by the filing of this Agreement short-form security agreements with the United States Patent and Trademark Office and Canadian IP filings or (y) in capital stock of any U.S. or Canadian entity with respect to which a lien may be perfected by the delivery of a stock certificate) after your use of commercially reasonable efforts to do so and without undue burden or expense, then the delivery of such collateral shall control; (ii) as not constitute a condition precedent to the availability of the Issuance Term Facility on the Closing Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements but shall be truerequired to be delivered after the Closing Date, and the Agent and such Issuer shall have received a certificatewithin 60 days, substantially in the form of the certificate attached hereto as Exhibit Dpursuant to arrangements to be mutually agreed). For purposes hereof, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) “Specified Representations” means the representations and warranties contained in Article IV relating to corporate existence and good standing, absence of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation conflicts with (a) charter documents or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from material debt documents (including the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer Existing Term Credit Agreement and the Agent Existing Revolving Credit Agreement), in each case as they relate to the entering into and performance of the Term Facility Documentation (as defined in Exhibit A) (including the incurrence of the Term Loans (as defined in Exhibit A)), power and authority, due authorization, execution, delivery and enforceability of the Loan Documents (in each case, as they relate to the entering into and performance of the Loan Documents), solvency of the Borrower and its subsidiaries on a consolidated basis, in each case, after giving effect to the Transactions (including any sales, divestitures or dispositions or discontinuances or restrictions on business activities, in each case that are entered into in order to obtain regulatory approval, including any sales, divestitures or dispositions or discontinuances or restrictions on business activities that are contemplated as of the Closing Date to be entered into after the Closing Date) (such representations and warranties to be consistent with the solvency certificates in the form attached as Exhibit C hereto), Federal Reserve margin regulations, Investment Company Act, the PATRIOT Act, use of proceeds not in violation of (i) OFAC (and any equivalent sanctions legislation in Canada) and (ii) FCPA (and any equivalent anti-corruption legislation in Canada) and the creation, validity, priority and perfection of security interests in the Collateral (subject to the parenthetical in clause (b) above). This paragraph, and the provisions herein, shall have received such other approvals, opinions, or documents be referred to as either may reasonably requestthe “Certain Funds Provision”.

Conditions. (a) The issuance, amendment or extension of any Facility Letter of Credit is Underwriters’ obligations hereunder shall be subject to the satisfaction in full accuracy of the representations and warranties of the Corporation contained in this Agreement as of the date of this Agreement and as of the Closing Date, the performance by the Corporation of its obligations under this Agreement, and the Underwriters receiving the following conditions on at the Issuance DateClosing Time: (i) a certificate or certificates dated as of the Borrower shall have delivered Closing Date, addressed to the Issuer at such times Underwriters and in such manner as signed by each of the Issuer may reasonably prescribe a Reimbursement Agreement Chief Executive Officer and Chief Financial Officer of the Corporation or such other officers of the Corporation acceptable to the Underwriters, with respect to the articles of incorporation or other constating documents and materials as may be reasonably required pursuant to by-laws of the terms thereofCorporation, and the proposed Facility Letter resolutions of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event board of any conflict between directors of the terms of Corporation authorizing this Agreement and the terms Offering, the incumbency and specimen signatures of signing officers of the Reimbursement Agreement, Corporation and with respect to such other matters as the terms of this Agreement shall controlUnderwriters may reasonably request; (ii) a certificate or certificates dated as of the Issuance Date no orderClosing Date, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable addressed to the Issuer Underwriters and no directive from any governmental authority signed by each of the Chief Executive Officer and Chief Financial Officer of the Corporation or such other officers of the Corporation acceptable to the Underwriters, certifying for and on behalf of the Corporation and not in their personal capacity that to the best of their knowledge, information and belief: (A) the Corporation has complied with jurisdiction over and satisfied in all material respects all covenants, terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of CreditClosing Time; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (aB) the representations and warranties of the Corporation contained in Article IV of this Agreement are correct in all material respects on true and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time (and, with respect to the representations and warranties contemplated by subsection 5(b), as if the Prospectus was delivered to the Underwriters at the Closing Time); (C) the responses provided by the Corporation at the due diligence sessions held in connection with the filing of the Preliminary Prospectus and the Prospectus would not be materially different at the Closing Time, as if made at such earlier datetime; (D) no event of a nature referred to in paragraph 12(a)(i), (ii), or (iii) (without regard for this purpose, to the opinion of an Underwriter as provided therein) has occurred or to the knowledge of such officer is pending, contemplated or threatened; and (bE) No Default such other matters as the Underwriters may reasonably request; (iii) a favourable legal opinion dated as of the Closing Date, in form and substance satisfactory to counsel to the Underwriters, addressed to the Purchasers, the Underwriters and their counsel from counsel to the Corporation, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP or Event other counsel acceptable to the Underwriters, as to certain matters governed by the laws of Default has occurred Canada and is continuing or would result from the issuance, amendment or extension of such Facility Letter of CreditQualifying Jurisdictions; (iv) if requested by the Issuer Underwriters, if any of the Offered Shares are sold in the United States, a favourable legal opinion by the Corporation’s United States counsel in form and substance reasonably satisfactory to the Underwriters, which opinion may be subject to usual and customary qualifications for opinions of this type, to the effect that no registration under the U.S. Securities Act is required for the offer and sale of the Offered Shares in the United States by the Corporation and the Agent Underwriters pursuant to and in accordance with the terms of this Agreement, it being understood that such counsel need not express an opinion for the subsequent resale of the Offered Shares; (v) evidence satisfactory to the Underwriters, acting reasonably, that the TSX has conditionally approved the listing of the Offered Shares on the TSX, subject to compliance with all requirements of the TSX; (vi) the Underwriters’ Fee payable at the Closing Time as set forth in Section 2; (vii) evidence satisfactory to the Underwriters, acting reasonably, that the Corporation has obtained a Final Passport System Decision Document for the Prospectus; and (viii) a comfort letter from the Auditors dated the Closing Date and addressed to the Underwriters, in form and substance satisfactory to the Underwriters, bringing the information contained in the comfort letters referred to in paragraph 4(d)(xv) hereof forward to the Closing Date, provided that such comfort letter shall be based on a review by the Auditors having a cut-off date not more than two Business Days prior to the Closing Date. (b) The Corporation agrees with the Underwriters to use its best efforts to procure satisfaction of the conditions contained in this Section 10 by the times and dates stated herein. Any condition may be waived, in whole or in part, and the time of satisfaction of any condition may be extended, by the Underwriters (acting in their absolute discretion and without any obligation to make any such waiver or extension) by written notice to the Corporation. (c) If any condition is not satisfied in all respects or waived by the Underwriters or becomes incapable of being satisfied (and is not so waived) by the Closing Time or such later time as the Underwriters may agree, then the obligations of the Corporation and the Underwriters, as applicable, under this Agreement and of the Corporation shall cease and terminate and no party shall have received such other approvalsany claim against the others for costs, opinionsdamages, compensation or documents as either may reasonably requestotherwise except: (i) in respect of any prior breach by any party of the terms of this Agreement; (ii) the provisions of Sections 1, 13, 14, 15, 16, 17, 18, 20, 21, 22, 23 and 24 shall remain in full force and effect; and (iii) the Corporation shall pay to the Underwriters the costs, charges and expenses referred to in Section 16.

Conditions. 5.01 Conditions to Each Party's Obligations to Effect the Transactions Contemplated Hereby. The issuance, amendment or extension respective obligations of any Facility Letter of Credit is each party hereto to effect the transactions contemplated hereby shall be subject to the satisfaction in full fulfillment at or prior to the Closing of each of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatconditions: (a) No statute, rule, regulation, executive order, decree, injunction or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or governmental authority, nor shall any action or proceeding brought by any governmental authority or agency be pending, which (i) prevents, restricts or delays or seeks to prevent, restrict or delay the representations and warranties contained in Article IV consummation of the transactions contemplated by this Agreement are correct or (ii) seeks a material amount of monetary damages in connection with the consummation of the transactions contemplated by this Agreement. (b) Sellers and Buyer and any other person (as defined in the HSR Act) required in connection with the transactions contemplated hereby to file a Notification and Report Form for Certain Mergers and Acquisitions with the Antitrust Division and the FTC pursuant to the HSR Act shall have made such filings and all applicable waiting periods with respect to each such filing (including any extensions thereof) shall have expired or been terminated. (c) Buyer and the Company shall have filed with the FCC all requisite applications in connection with the transfer of control of all FCC-licensed satellite earth station facilities, experimental FCC authorizations, and equipment authorizations currently held by the Company pursuant to the FCC Rules, and each such application shall have been approved by the FCC. (d) Each condition to closing set forth in that certain Agreement Regarding Stock Acquisition (the "Agreement Regarding Stock Acquisition") among Stephen P. Kavouras, Buyer an▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ on Schedule 1 as Sellers, dated of even date herewith, shall have been fulfilled at or prior to Closing, or such condition shall have been waived by the party whose obligations under the Agreement Regarding Stock Acquisition were contingent upon such condition. 5.02 Conditions to the Obligations of Sellers to Effect the Transactions Contemplated Hereby. The obligations of Sellers to effect the transactions contemplated hereby shall be further subject to the fulfillment at or prior to the Closing of each of the following conditions, any one or more of which may be waived in whole or in part by a majority of Sellers in writing: (a) Buyer shall have performed and complied in all material respects on with all agreements, obligations, conditions and as of such Issuance Date as though made on covenants contained in this Agreement required to be performed and as of such Issuance Date except complied with by it at or prior to the extent that any such representation or warranty is stated to relate solely to an earlier date, 6 - 105 - Closing and all representations and warranties of Buyer contained in which case such representation or warranty is this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date (as if the Closing Date was the date of this Agreement), and Sellers shall have received certificates to that effect signed by the President or any Vice President of Buyer together with such earlier date; andother documents, instruments and writings required to be delivered by Buyer at or prior to the Closing pursuant to this Agreement or otherwise reasonably required by Buyer in connection herewith. (b) No Default or Event Buyer shall have delivered to Sellers (i) a copy of Default has occurred the Certificate of Incorporation of Buyer, including all amendments thereto, certified by the Secretary of State of the State of Delaware and is continuing or would result (ii) a certificate from the issuance, amendment or extension Secretary of the State of Delaware to the effect that Buyer is in good standing in such Facility Letter of Credit;State. (ivc) the Issuer and the Agent No actions or proceedings which have a material likelihood of success shall have received such other been instituted or, to the knowledge of Buyer, threatened by any governmental body or authority to restrain or prohibit any of the transactions contemplated hereby. (d) All material consents, waivers, authorizations, licenses and approvals, opinionsif any, necessary to permit Sellers to consummate the transactions contemplated by this Agreement shall have been received. (e) All documents and instruments to be delivered at Closing or documents as either may otherwise in connection with the transactions contemplated by this Agreement shall be reasonably requestsatisfactory in form and substance to Sellers and their counsel.

Conditions. The issuance2.1 Before Clause 4 of this Third Supplemental Agreement shall take effect, amendment the Security Parties shall deliver or extension cause to be delivered to or to the order of the Agent the following documents and evidence:- 2.1.1 A copy of the constitutional documents of the New Pledgor together with such other evidence as the Agent may reasonably require that the New Pledgor is duly incorporated in its country of incorporation and remains in existence with power to enter into, and perform its obligations under, the Relevant Documents to which the New Pledgor is or is to become a party. 2.1.2 A certificate of a duly authorised officer of the New Pledgor certifying that each copy document relating to it is correct, complete and in full force and effect as at a date no earlier than the date of this Third Supplemental Agreement and setting out the names of the directors, officers and shareholders of the New Pledgor and the proportion of shares held by each shareholder. 2.1.3 An original executed and legalised resolution of the directors and an original executed and legalised resolution of the shareholders of the New Pledgor (together, where appropriate, with signed waivers of notice of any Facility Letter directors’ or shareholders’ meetings) approving, and authorising or ratifying the execution of, the New Share Pledges; 2.1.4 The executed original and legalised power of Credit is subject to the satisfaction in full attorney of each of the following conditions on New Pledgor under which the Issuance Date:New Share Pledges, are to be executed by the New Pledgor. (i) 2.1.5 A certificate of incumbency from a duly authorised officer of each of the Borrower shall have Borrowers and the New Corporate Guarantor confirming that none of the documents delivered to the Issuer at such times Lender pursuant to Clause 3.1 of the Loan Agreement have been amended or modified in any way since the date of their delivery to the Agent, or copies, certified by a duly authorised officer of the Security Party in question as true, complete, accurate and neither amended nor revoked, of any which have been amended or modified. 2.1.6 A certificate of good standing in such manner as respect of each of the Issuer may reasonably prescribe a Reimbursement Agreement Borrowers, the New Corporate Guarantor and such the New Pledgor. 2.1.7 The Additional Security Documents, together with all notices and other documents required by any of them, duly executed. 2.1.8 A letter from ▇▇▇▇▇▇ Nominees Limited, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ (tel.: + ▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ / Fax: + ▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇) accepting their appointment by each of the Borrowers, the New Corporate Guarantor and materials the New Pledgor as may be reasonably required agent for service of proceedings pursuant to this Third Supplemental Agreement. 2.1.9 If required by the terms thereofAgent, and the proposed Facility Letter of Credit shall be reasonably confirmation satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between Lenders that all legal opinions required by the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall Lender will be true, and the Agent and such Issuer shall have received a certificate, given substantially in the form required by the Agent. 2.2 If the Agent agrees that Clause 4 of this Third Supplemental Agreement shall take effect prior to the Effective Date, the Borrowers and the New Corporate Guarantor undertake to deliver all outstanding documents and evidence to or to the order of the certificate attached hereto Agent no later than the date specified by the Agent, which however, shall not be taken as Exhibit D, signed by a duly authorized officer waiver of the Borrower dated Agent’s right to require production of all the Issuance Date stating that:documents and evidence required by Clause 2.1. (a) the representations 2.3 All documents and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except evidence delivered to the extent that any such representation or warranty is stated Agent pursuant to relate solely this Clause shall:- 2.3.1 be in form and substance acceptable to an earlier datethe Agent; 2.3.2 be accompanied, if required by the Agent, by translations into the English language, certified in which case such representation or warranty is correct in all material respects as of such earlier datea manner acceptable to the Agent; and (b) No Default 2.3.3 if required by the Agent, be certified, notarised, legalised or Event of Default has occurred and is continuing or would result from attested in a manner acceptable to the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestAgent.

Conditions. 4.1 The issuance, amendment or extension agreement of any Facility Letter of Credit is the Creditors contained in Clause 3.1 shall be expressly subject to the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing condition that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received on or before the Effective Date in form and substance satisfactory to the Agent and its legal advisers: a. a certificate of good standing or equivalent document issued by the competent authorities of the place of its incorporation in respect of each of the Borrower and the Corporate Guarantors; b. certified and duly legalised copies of resolutions passed at a meeting of the Board of Directors of each of the Borrower and the New Corporate Guarantors and certified and duly legalised copies of the resolutions passed at a meeting of the shareholders of the New Corporate Guarantors (and of any corporate shareholder thereof) evidencing approval of this Agreement and of the New Security Documents and authorising appropriate officers or attorneys to execute the same and to sign all notices required to be given under this Agreement on its behalf or other evidence of such approvals and authorisations as shall be acceptable to the Agent; c. all documents evidencing any other approvalsnecessary action or approvals or consents with respect to this Agreement and the New Security Documents; ▇. the original of any power(s) of attorney issued in favour of any person executing this Agreement or the New Security Documents on behalf of each of the Borrower and the New Corporate Guarantors; e. evidence that: i. each New Ship is registered in the name of the Owner thereof through the relevant Registry under the laws and flag of Greece and that such New Ship and its Earnings, opinionsInsurances and Requisition Compensation (as each such term is defined in the New General Assignment relative thereto) are free of Encumbrances; and ii. each New Ship maintains the Classification referred to in the New Mortgage relative thereto free of all overdue requirements and overdue recommendations of the relevant Classification Society which would lead to the withdrawal of class; and iii. each New Ship is insured in accordance with the provisions of the New Security Documents relative thereto and all requirements of the relevant Security Documents in respect of such insurance have been complied with (including without limitation, confirmation from the protection and indemnity association or other insurer with which such New Ship is, or documents is to be, entered for insurance or insured against protection and indemnity risks (including oil pollution risks) that any necessary declarations required by the association or insurer for the removal of any oil pollution exclusion have been made and that any such exclusion does not apply to such New Ship); iv. each New Mortgage has been registered against the relevant New Ship through the relevant Registry under the laws and flag of Greece; v. the Operating Account relative to each New Ship has been opened and duly completed mandate forms in respect thereof have been delivered to the Agent; vi. any fees and commissions payable from the Borrower to the Creditors pursuant to the terms of clause 5.1 of the Principal Agreement or any other provision of the Security Documents have been paid in full; f. each of the New Security Documents duly executed by the respective parties thereto and, where appropriate, duly registered in favour of the Lenders; g. ▇▇▇▇ executed notices of assignment in the forms prescribed by the relevant New Security Documents; h. a copy of the DOC applicable to each New Ship and of the SMC applicable to each Manager certified as either true, complete and in effect by the Borrower’s lawyer; i. copies of such ISM Code Documentation in respect of each New Ship, as the Agent may by written notice to the Borrower have requested not later than two (2) days before the Effective Date certified as true and complete in all material respects by the Borrower’s lawyer; and j. copy of the ISSC of each New Ship issued pursuant to the ISPS Code certified as true, complete and in effect by the Borrower’s lawyer; ▇. a letter from the New Corporate Guarantors’ agent for receipt of service of proceedings referred to in each of the New Security Documents to which each New Corporate Guarantor is a party accepting its appointment under each such New Security Document; l. an opinion of the Lenders’ legal advisers on matters of Greek law to the Agent; m. an opinion of the Lenders’ legal advisers on Liberian Law matters in relation to the New Corporate Guarantors; n. an opinion from insurance consultants to the Agent, on the Insurances effected or to be effected in respect of each of the Ships; o. a copy, certified as a true and complete copy by the Borrower’s Lawyer, of the Management Agreements in respect of the New Ships, the Mandraki Ship Existing Charterparty and the Mykonos Ship Existing Charterparty; p. such further opinions as the Agent may reasonably requestrequire; and q. such further conditions precedent as the Agent may reasonably require.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to amendments contemplated by Article II hereof shall be effective on the satisfaction in full date (the "Amendment Date") when the Bank has received all of the following conditions on documents, each of which shall be in form and substance satisfactory to the Issuance DateBank: (ia) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms counterparts of this Agreement Amendment duly executed and delivered by the terms of the Reimbursement Agreement, the terms of this Agreement shall controlBorrower; (iib) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; evidence (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of a resolution, by-law or otherwise) as is valid under the certificate attached hereto laws of the State of Delaware to verify the authority of the Borrower to executed and deliver this Amendment and a power of attorney, resolutions or other evidence of the authority of the person named therein to sigh this Amendment and any other document required to be given by the Borrower pursuant to this Amendment on behalf of the Borrower legally to bind the Borrower; (c) specimen signature, certified by an appropriate officer of the Borrower, of the person referred to in paragraph (b) above; (d) copies (certified to be true copies and then currently in full force and effect by an appropriate officer of the Borrower) of all governmental approvals, authorizations, consents and licenses necessary, if any, in connection with the execution or performance by the Borrower of this Amendment or the performance by the Borrower of the Revolving Credit Agreement, as Exhibit Damended hereby, or in connection with the payment or remittance by the Borrower of any amounts pursuant thereto; (e) an opinion of counsel to the Borrower with respect to such matters as the Bank shall reasonably request; (f) a certificate, signed by a duly authorized an officer of the Borrower dated stating that each of the Issuance Date stating that:conditions specified in this Section 4.01 have been met; (ag) a certificate signed by an officer of the Borrower stating that (i) immediately after giving effect to this Amendment, no Event of Default, an no event which with notice or the passing of time or both would constitute an Event of Default, shall have occurred and be continuing, (ii) the representations and warranties contained in Article IV this Amendment and Section 8 of this the Revolving Credit Agreement are true and correct in all material respects on and as of such Issuance the Amendment Date as though if made on and as of such Issuance Date except the Amendment Date, and (iii) Borrower has paid all costs, accrued and unpaid fees and expenses referred to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier dateSection 5.03 hereof; and (bh) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may the Bank shall reasonably requestrequest in writing.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to the satisfaction in full An Incremental Commitment shall become effective as of the following conditions on the Issuance Increase Effective Date; provided that: (i) after giving pro forma effect to such Incremental Commitment and the use of proceeds, no Default shall exist; (ii) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe Administrative Agent a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) certificate dated as of the Issuance Increase Effective Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer Responsible Officer of the Borrower dated (x) (A) certifying and attaching the Issuance resolutions adopted by or on behalf of the Borrower and each Guarantor (if any) approving or consenting to such increase, or (B) certifying that, as of such Increase Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date stating (which resolutions include approval to increase the aggregate principal amount of the Facilities to an amount at least equal to $900,000,000) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption, and (y) certifying that: , before and after giving effect to such Incremental Commitments and the Credit Extensions, if any to be made on such Increase Effective Date (aA) the representations and warranties contained in Article IV V and theor any other Loan DocumentsDocument, or which are contained in any document furnished at any time under or in connection therewith, are true and correct in all material respects on and as of this Agreement the Increase Effective Date, except (without duplication of materiality qualifiers set forth in such representations and warranties), except (1) with respect to the representations and warranties set forth in Section 5.19, in which case they are true and correct in all respects, (2) to the extent that (1) such representations and warranties specifically referexpressly relate to an earlier date, (in which case theysuch representations and warranties are true and correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that earlier date, (2) any such representation or warranty that is stated already by its terms qualified as to relate solely to an earlier date“materiality”, in which case such representation “Material Adverse Effect” or warranty is similar language shall be true and correct in all material respects as of such date (including such earlier date; and date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) without duplication of materiality qualifiers set forth in such representations and warranties) and (3) that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) No of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default has occurred and is continuing or would result from exists; (iii) if requested by a new Lender participating in such Incremental Commitment, notes executed by the issuance, amendment or extension of Borrower payable to such Facility Letter of Creditnew Lender; (iv) the Issuer and the Administrative Agent shall have received documentation from each Person providing such Incremental Commitment evidencing its share of the Incremental Commitments and its obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent, including, in the case of a new Lender, a New Lender Joinder Agreement, subject in each case to any requisite consents required under Section 11.06; (v) the Borrower shall pay any applicable fees and expenses as are due and payable in connection with such Incremental Commitment; (vi) the Borrower shall make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to Section 2.15(d); (vii) if requested by the Administrative Agent or any Lender or other Eligible Assignee participating in such Incremental Commitment, the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, a customary opinion of counsel to the Loan Parties (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent, the Lenders and the L/C Issuers; (viii) upon the reasonable request of the Administrative Agent or any Lender participating in such Incremental Commitment made at least ten (10) days prior to such Increase Effective Date, the Borrower shall have provided to the Administrative Agent or such Lender, as applicable, all necessary information in connection with the USA PATRIOT Act, “know your customer” requirements, anti-money laundering requirements and the Beneficial Ownership Regulation (including a Beneficial Ownership Certification) and other customary requirements not later than five (5) days prior to such Increase Effective Date; (ix) any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other approvalsinformation as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, opinionsincluding without limitation, the USA PATRIOT Act; and (x) the Borrower shall have delivered or documents caused to be delivered such other assurances, certificates, documents, consents or opinions as either the Administrative Agent, any of the Lenders or other Eligible Assignees providing such Incremental Commitment or, in the case of an Incremental Revolving Commitment, any L/C Issuer, reasonably may reasonably requestrequire.

Conditions. The issuancea. Notwithstanding anything to the contrary contained elsewhere in the Current Amended Loan Agreement, amendment or extension the obligation of any Facility Letter of Credit is the Lender to agree to the modifications contemplated by this Amendment shall be subject to the satisfaction in full of the following conditions on the Issuance Date: (i) performance by the Borrower shall have delivered prior to the Issuer at such times date on which this Amendment is executed of all of its agreements to have been performed under the Prior Amended Loan Agreement. The obligations to continue to make disbursements of proceeds under the Loans are, and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant shall remain, subject to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: conditions precedent (a) set forth in the Prior Amended Loan Agreement, (b) that the representations and warranties contained set forth in Article IV this Amendment be true, accurate and complete as of the date of this Agreement are correct Amendment, and (c) that Borrower shall have fully complied with all of its promises and covenants set forth in all material respects on this Amendment. b. In addition to other conditions set forth in this Amendment and as of such Issuance Date as though made on and as of such Issuance Date except the Prior Amended Loan Agreement, including, without limitation, those applicable to the extent that any such representation making of Loans, the obligations of the Lender under the Current Amended Loan Agreement shall be subject to the performance by the Borrower of all of its agreements to have been performed under the Current Amended Loan Agreement and to the receipt of the following, duly executed and dated the date of this amendment, and in form and substance satisfactory to the Lender and its counsel: a copy, certified by the Secretary or warranty is stated to relate solely to an earlier dateAssistant Secretary of the Borrower, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event its Board of Default has occurred Directors' resolutions authorizing the execution, delivery, and is continuing or would result from performance of this Amendment and the issuance, amendment or extension of such Facility Letter of CreditCurrent Amended Loan Agreement; (iv) the Issuer c. Borrower shall pay or reimburse Lender for all of its reasonable out-of-pocket costs, expenses and attorneys’ fees incurred in connection with this Amendment, and the Agent shall have received such other approvalsconsummation of the transactions contemplated hereby, opinions, or documents as either may reasonably requestagreed by the parties.

Conditions. The issuance, amendment or extension obligations of any Facility each of the parties to consummate the transactions contemplated by Sections 2 and 3 of this Letter of Credit is shall be subject to the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered receipt of any required governmental approvals and (ii) the completion of definitive agreements and amendments to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be existing agreements reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between party consistent with the terms of this Letter. In addition, the obligation of SLD to consummate such transactions shall be subject to the receipt by SLD of confirmation from the Colorado Division of Insurance and the New York Insurance Department that SLD will receive statutory financial statement credit for the reinsurance ceded under the Novated Reinsurance Agreement to the extent of the market value of the assets in the trust maintained under the Novated Trust Agreement. Each of SLD and SRUS shall use its reasonable best efforts to obtain any approvals required to be obtained from its domiciliary state insurance department, and SLD shall use its reasonable best efforts to obtain the confirmations described in the second sentence of this Section 4. In addition, the obligations of each of Ambac and Assured shall be conditioned upon customary closing opinions and other customary conditions (including, without limitation, the condition that there is no pending litigation seeking to enjoin the consummation of the Closing). Such opinions shall include, without limitation, opinions to the effect that (a) all necessary prior regulatory approvals were validly given in connection with the transactions contemplated by Sections 2 and 3 of this Letter (including all related transactions), (b) such transactions (including all related transactions and, without limitation, all amendments and novations of any agreements related thereto and any consents given in connection therewith) were duly authorized and permitted under the terms of the Reimbursement AgreementTransaction Documents, and (c) all conditions precedent set forth in the Transaction Documents, or necessary for the valid execution and delivery of any amendments and novations of any agreements related thereto, have been fully satisfied. Further, for the avoidance of doubt, the terms conditions precedent set forth in the letter agreement dated April 22, 2008 among Ambac, Assured, SLD, SLDI, SRUS and certain affiliates of SRUS (the “April 22 Letter”) shall be conditions precedent to the obligations of Ambac and Assured under this Agreement shall control; Letter; provided, that the condition that the definitive documentation with respect to the Assignment and Assumption Transaction (as defined in the April 22 Letter) must be in form and substance reasonably satisfactory to Ambac and Assured is superseded by the condition in clause (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV first sentence of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestSection 4.

Conditions. 4.1 The issuance, amendment or extension agreements of any Facility Letter the Lenders contained in Clause 3.1 of Credit is this First Supplemental Agreement shall all be expressly subject to the satisfaction condition that the Agent shall have received in form and substance satisfactory to it and its legal advisers on or before on or before the Effective Date: (a) evidence that the persons executing this First Supplemental Agreement on behalf of the Borrower and the Existing Owners are duly authorised to execute the same; (b) a certificate of an officer of each New Owner confirming the names of all the directors and shareholders of that New Owner and having attached thereto true and complete copies of its incorporation and constitutional documents; (c) true and complete copy of the resolution passed at separate meeting of the directors of the Borrower authorising and approving the execution of this First Supplemental Agreement and each New Finance Document to which it is a party and any other document or action to which it is or is to be a party and authorising its directors or other representatives to execute the same on its behalf; (d) true and complete copies of the resolutions passed at separate meetings of the sole director and shareholders of each New Owner and each Existing Owner authorising and approving the execution of the New Finance Documents to which each is a party or, as the case may be, the relevant New Mortgage Addendum and any other document or action to which each is or is to be a party and authorising its sole director or other representatives to execute the same on its behalf; (e) the original of any power of attorney issued by the Borrower, each New Owner and each Existing Owner pursuant to such resolutions aforesaid; (f) the fees referred to in Clause 7.2 of this First Supplemental Agreement have been received in full of by the following conditions on the Issuance DateAgent; (g) evidence that each New Ship is: (i) registered in the Borrower shall name of the New Owner owning that Ship under the laws and flag of the ▇▇▇▇▇▇▇▇ Islands; and (ii) insured in accordance with the relevant provisions of the New Mortgage applicable to that New Ship and all requirements thereof in respect of such insurances have delivered to been fulfilled; (h) each New Finance Document and each New Mortgage Addendum has been, duly executed by the Issuer at such times and in such manner relevant New Owner or, as the Issuer case may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to be, the terms thereof, and relevant Existing Owner together with evidence that: (i) each New Mortgage has been registered against the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer relevant New Ship with first priority in form and content, provided, however, in accordance with the event of any conflict between the terms of this Agreement and the terms laws of the Reimbursement Agreement, the terms of this Agreement shall control▇▇▇▇▇▇▇▇ Islands; (ii) as each New Mortgage Addendum in connection with the relevant Ship has been duly registered in accordance with the laws of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit▇▇▇▇▇▇▇▇ Islands; (iii) the following statements shall all notices required to be true, served under each New General Assignment and the Agent any New Charterparty Assignment have been served and such Issuer shall have received a certificate, substantially acknowledged in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier datemanner therein provided; and (biv) No Default save for the Security Interests created by or Event pursuant to the New Mortgages, the New General Assignments and any Charterparty Assignments, there are no Security Interests of Default has occurred and is continuing any kind whatsoever on either New Ship or would result from the issuanceher Earnings, amendment Insurances or extension of such Facility Letter of CreditRequisition Compensation; (ivi) a certified true copy of the Initial Charterparty entered into in respect of a New Ship duly signed by the parties thereof; (j) evidence that the New Earnings Accounts and the Cash Deposit Account have been opened and all mandate forms, documentation required by each Creditor Party in relation to the Borrower and any Security Party pursuant to that Creditor Party's "know your customer" requirements have been received; (k) copies of the Management Agreements in respect of each New Ship; (l) the Issuer New Manager's Undertakings executed by the Approved Manager in favour of the Security Trustee; (m) evidence that each New Owner is a direct or indirect wholly-owned subsidiary of the Borrower; (n) copies of ISM DOC, SMC and the International Ship Security Certificate under the MPS Code in respect of each New Ship; (o) certified copies of all documents (with a certified translation if an original is not in English) evidencing any other necessary action, approvals or consents with respect to this First Supplemental Agreement and the New Finance Documents (including without limitation) all necessary governmental and other official approvals and consents in such pertinent jurisdictions as the Agent shall have received deems appropriate; (p) such other approvalslegal opinions as the Agent may require in respect of the matters contained in this First Supplemental Agreement, opinions, or documents the New Finance Documents and the New Mortgage Addenda; and (q) evidence that the agent referred to in clause 30.4 of the Loan Agreement has accepted its appointment as either may reasonably requestagent for service of process under this First Supplemental Agreement and the New Finance Documents.

Conditions. The issuanceIn addition to any other conditions to the Loan set out in this Agreement, amendment PFG will not make any Loan until PFG shall have received from each Borrower, in form and substance satisfactory to PFG, such documents, and completion of such other matters, as PFG may reasonably deem necessary or extension appropriate, including that there shall be no discovery of any Facility Letter facts or circumstances which would, as determined by PFG in its sole discretion, negatively affect or be reasonably expected to negatively affect the collectability of Credit the Obligations, PFG’s security interest in Borrower’s Collateral or the value thereof, including, without limitation: (a) duly executed original signatures of Borrower to the Loan Documents to which Borrower is a party, including without limitation, this Agreement, the Intellectual Property Security Agreement and related Collateral Agreements and Notices, Pledge Agreement in respect of Subsidiary stock held Borrower, the PFG Warrants, landlord consents and bailee waivers, and subordination agreements among PFG, Borrower and holders of Subordinated Debt; (b) Each Borrower’s respective Constitutional Documents and, where applicable, a good standing certificate of Borrower certified by the Secretary of State or other Governmental Body of the jurisdiction of formation of each Borrower, as of a date no earlier than thirty (30) days prior to the date hereof, together with a foreign qualification certificate from the State of Michigan (Advanced Photonix, Inc. and Picometrix, LLC) and California (Advanced Photonix, Inc.); (c) A Certificate of Incumbency and a Secretary’s Certificate certifying the Constitutional Documents of Borrower and resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of the Loan Documents to which such Borrower is a party, including in the case of Parent, the Warrant; (d) account control agreements as required by Section 8(b) of this Schedule, duly executed by Borrower and each relevant depositary institution in favor of PFG, including from the Senior Lender; (e) certified copies, dated as of a recent date, of Security Instrument searches, as PFG shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such Security Instruments either constitute Permitted Liens or have been or, in connection with the Loan, will be terminated or released; (f) the Representations, duly executed by Borrower, (g) Within sixty (60) days after the Effective Date, landlord consents executed in favor of PFG by Borrower’s principal office lessor in respect of its premises in Michigan and California and, if required by PFG, each other premises where Borrower holds Non-trivial Collateral, and warehouseman’s/bailee waivers in respect of third party premises where Non-trivial Collateral is stored or housed, in each case subject to Borrower’s reasonable best commercial efforts (which shall for purposes of determining such efforts, not require Borrower to expend more than $10,000 in third party costs in securing such waivers and consents); (h) duly authorized and executed Warrants in favor of PFG and its designees (the satisfaction “PFG Warrant”) to purchase up to 1,195,000 shares of Parent common stock, in full agreed form, in respect of which Parent shall have received the following conditions on requisite notification from NYSE MKT that the Issuance Date:covered securities have been approved for listing; (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably insurance policies and/or endorsements required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlSection 5.2; (iij) as payment of the Issuance Date no order, judgment or decree Fees specified in Section 3 of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing this Schedule and PFG’s expenses incurred in connection with the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of CreditLoan; (iiik) any third party consents required in order for Borrower to enter into and perform the following statements shall be true, Loan Documents; (l) a Subordination Agreement in agreed form between PFG and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that:Senior Lender; (am) the representations execution, delivery and warranties contained (as necessary or appropriate) filing of all Security Instruments; (n) Subordination Agreements from any non-trade creditor holder of Borrower Indebtedness (other than Michigan Economic Development Corporation), in Article IV favor of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except PFG; and (o) to the extent that any such representation or warranty is stated the conditions to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects this Agreement have not been completed as of such earlier date; and (b) No Default the date hereof, a post-closing obligations letter in PFG’s customary form by which PFG waives or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension defers performance of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvalsconditions as PFG is willing to defer in its sole business discretion. Borrower: PFG: ADVANCED PHOTONIX, opinionsINC. PARTNERS FOR GROWTH III, L.P. By By Name: By Secretary or documents as either may reasonably request.Ass't Secretary Title: Manager, Partners for Growth III, LLC Its General Partner Borrower: PICOMETRIX, LLC By President Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Conditions. The issuanceobligations of the Issuing Bank under Section 2 and the amendments set forth in Section 3 shall be effective only if the Administrative Agent has received, amendment on or extension of any Facility Letter of Credit is subject before the date hereof (or such later date as the Administrative Agent may agree to in writing), the following, each satisfactory to the satisfaction Administrative Agent in full of the following conditions on the Issuance Dateform and substance: (a) This Amendment, duly executed by the Company. (b) A certificate of the secretary or other appropriate officer of the Company (i) certifying that the Borrower shall have delivered to execution, delivery and performance by the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereofCompany of this Amendment, and the proposed Facility Letter performance of Credit shall be reasonably satisfactory the Reimbursement Agreement as amended hereby, have been duly approved by all necessary action of the Company, and attaching true and correct copies of the applicable resolutions granting such approval, (ii) certifying that there have been no amendments to such Issuer or restatements of the Company's by‑laws and articles of incorporation as furnished to the Administrative Agent in form connection with the execution and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms delivery of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable other than those that may be attached to the Issuer certificate, and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) certifying the following statements shall be truenames of the officers of the Company that are authorized to sign this Amendment, together with the true signatures of such officers. (c) A certificate of good standing for the Company from the Secretary of State of the State of Minnesota, dated not more than 30 days prior to the date hereof. (d) A signed copy of an opinion of counsel for the Company, addressed to the Banks, opining as to the matters set forth in Section 4 (other than those in Section 4(c)) and such other matters as any Bank may require. (e) To the extent requested by the Administrative Agent, payment or reimbursement in full for all reasonable legal fees charged, and all costs and expenses incurred, by counsel for the Agent and such Issuer shall have received a certificate, substantially Banks through the date hereof in connection with the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of transactions contemplated under this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestAmendment.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit is this Amendment shall be subject to the satisfaction in full fulfillment of the following conditions conditions: (a) The Agent shall have received on the Issuance Datedate hereof, in form and substance satisfactory to the Agent, the following: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms fully-executed original of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlAmendment; (ii) as evidence of the Issuance Date no order, judgment or decree payment of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit all fees and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Creditamounts set forth in Exhibit A attached hereto; (iii) an opinion of outside counsel to the following statements shall be trueLessee and the Guarantors, addressed to the Agent, the Owner Trustee and the Lenders and Holders, including without limitation (A) an opinion of such counsel with respect to noncontravention of the Citicorp Loan Documents and agreements under which the Senior Subordinated Notes have been issued, by this Consent Agreement, and the instruments and documents executed by the Lessee, Construction Agent and such Issuer shall have received a certificateGuarantors in connection herewith, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default an opinion to the effect that the execution, delivery and performance of this Consent Agreement will not affect the priority of any Lien in favor of the Owner Trustee or Event the Agent (on behalf of Default has occurred and is continuing itself, any Lender or would result from any Holder) that exists under the issuance, amendment or extension of such Facility Letter of CreditOperative Agreements (which opinion may be included in the opinion referred to in clause (iii)(A) above); (iv) a certificate of the Issuer Secretary or an Assistant Secretary of each of the Lessee and each Guarantor in such form as is reasonably acceptable to the Agent attaching and certifying as to (A) the resolutions of the Board of Directors of 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 and each of the other Operative Agreements delivered in connection with this Amendment to which such Lessee or Guarantor is or will be a party, (B) 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 the certificate of incorporation has been changed, such certificate of incorporation certified as of a recent date by the Secretary of State of the State of its incorporation or, if the by-laws have been changed, such by-laws certified by the secretary of the Lessee or the applicable Guarantor), and (C) the incumbency and signature of persons authorized to execute and deliver on its behalf this Amendment and each of the other Operative Agreements delivered in connection with this Amendment to which such Lessee or Guarantor is a party; (v) a fully-executed original of an amendment to the Intercreditor Agreement between the Agent and Citicorp, in the form of Exhibit F attached hereto; (vi) a fully-executed original of the ▇▇▇▇▇▇▇ Intercreditor Agreement; (vii) the payment of $19,022.10, representing the prepayment of the July installment of the restructuring fee described in Section 5(f) of Amendment No. 7 (which fee is separate from and in addition to the Restructuring Fee described in this Amendment); (viii) an executed Fourth Modification to Mortgage and Seventh Amendment to Memorandum of Lease, dated as of July 12, 2002, in the form of Exhibit G attached hereto, acceptable to the Agent and the Owner Trustee; (ix) evidence satisfactory to the Agent and the Owner Trustee of the dissolution of Aviation Sales Finance Company, Aviation Sales Maintenance, Repair & Overhaul Company, Aero Hushkit Corporation and Aviation Sales SPS I, Inc.; (x) copies of the fully executed BofA Documents; (xi) copies of the fully executed ▇▇▇▇▇▇▇ Documents; (xii) a copy of the fully executed New Aviation Sales Credit Agreement, and all exhibits and schedules thereto; (xiii) any additional agreements, instruments or documents which it may reasonably request in connection herewith; (b) The correctness in all material respects of the representations and warranties of the Owner Trustee, Construction Agent and the Lessee contained herein and in each of the Operative Agreements; (c) No material adverse change shall have received such other approvalsoccurred in the business, opinionsassets, management, operations, financial condition or prospects of Aviation Sales or any Guarantor or any Subsidiary of Aviation Sales since December 31, 2001; (d) Since December 31, 2001, no permit, agreement, lease, or documents license which, in the judgment of the Agent, is material to the business, operations or employee relations of Aviation Sales or any Guarantor or any Subsidiary of Aviation Sales, shall have been terminated, modified, revoked, breached, or declared to be in default, or if breached or declared to be in default during such period, such breach or default shall have been cured or waived on terms satisfactory to the Agent and Lenders; (e) Lenders and Holders shall have reviewed all litigation pending or threatened against Aviation Sales or any Guarantor or any Subsidiary of Aviation Sales and determined to their satisfaction that no Material Adverse Effect will, or is reasonably likely to, result from the existence thereof; and (f) None of the members of Aviation Sales' Board of Directors as either may reasonably requestof December 31, 2000 (except ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇), shall have ceased acting as members of such Board of Directors.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Amendment is subject to the satisfaction in full following conditions precedent: (a) delivery to the Administrative Agent of the following conditions on documents, each duly authorized and executed and in form and substance reasonably satisfactory to the Issuance DateAdministrative Agent: (i) this Amendment executed by each Credit Party that is a party hereto, the Borrower shall have delivered to Administrative Agent, the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, Collateral Agent and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlLenders; (ii) as a guaranty by Pure Solutions (the “Subsidiary Guaranty”) whereby Pure Solutions shall guaranty all Obligations of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing Borrowers under the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of CreditAgreement; (iii) a Joinder to Credit Agreement and Information Certificate whereby Pure Solutions shall become a “Credit Party” under the following statements Credit Agreement; (iv) a Collateral Assignment of Stock Purchase Agreement by COMSYS IT and acknowledged by the PS Sellers; (v) a pledge amendment whereby COMSYS IT shall pledge one hundred percent of the capital stock of Pure Solutions to the Collateral Agent, for the benefit of the Lenders, together with all stock certificates of Pure Solutions, assignments separate from certificate, proxies and other documents as the Collateral Agent or the Administrative Agent reasonably shall request, pursuant to which the Collateral Agent shall have received, for the benefit of the Administrative Agent, the Collateral Agent and the Lenders, a first priority security interest in all of the issued and outstanding capital stock of Pure Solutions; (vi) a security agreement executed by Pure Solutions securing all of its obligations under the Subsidiary Guaranty; (vii) a certificate of the Secretary of Pure Solutions certifying: (A) the names and true signatures of the officers of Pure Solutions authorized to execute, deliver and perform all obligations hereunder; (B) copies of the resolutions of the board of directors or other governing body of Pure Solutions approving and authorizing the execution, delivery and performance, as applicable, of all other documents, instruments or agreements to be executed or delivered in connection herewith and (C) the Organizational Documents of Pure Solutions which, if applicable, shall be truecertified by the Secretary of State of California as of a recent date; and (viii) an opinion of counsel to Pure Solutions addressed to the Administrative Agent, the Collateral Agent and Lenders, and such other documents, certificates, waivers and third party agreements as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent; and (b) the delivery to Administrative Agent of certified copies of each PS Purchase Document and all material agreements, documents and instruments entered into by and between Pure Solutions and Cisco Systems, Inc.; (c) the delivery to Administrative Agent of a payoff letter from each lender to Pure Solutions in form and substance reasonably satisfactory to the Administrative Agent, together with such Issuer shall have received UCC-3 termination statements, releases of mortgage Liens and other instruments, documents and/or agreements necessary or appropriate to terminate any Liens in favor of such lenders securing indebtedness which is to be paid off on the date hereof as the Administrative Agent may reasonably request, duly executed and in form and substance reasonably satisfactory to the Administrative Agent; (d) the delivery to Administrative Agent of a certificate, substantially in the form copy of the certificate attached hereto as Exhibit Dfully executed consent and amendment to the First Lien Debt Documents regarding the substance of this Amendment (which shall include, signed without limitation, the First Lien Lenders’ consent to the transactions contemplated by Section 3 of this Amendment), in form and substance reasonably acceptable to the Administrative Agent, and evidence that all conditions contained in such consent and amendment (other than the effectiveness of this Amendment) have been satisfied; (e) the delivery to the Administrative Agent of a duly authorized officer fully-executed original of the Borrower dated Consent, Amendment to and Reaffirmation of Intercreditor and Lien Subordination Agreement executed by the Issuance Date stating that:Administrative Agent, the Collateral Agent, the Lenders, the First Lien Agent, the Borrowers and certain other Credit Parties; (af) the delivery to the Administrative Agent of a certified copy of the resolutions of the Board of Directors of each Credit Party that is a party hereto approving the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) the truth and accuracy of the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier dateSection 6 hereof; and (bh) No no Default or Event of Default has under the Credit Agreement, as amended hereby, shall have occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestbe continuing.

Conditions. The issuance, amendment or extension This Agreement shall become effective as of any Facility Letter of Credit is subject to the satisfaction in full first date (the “Effective Date”) when each of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatbeen satisfied: (a) the Administrative Agent (or its counsel) shall have received from each Loan Party, the Majority Lenders under the Initial Revolving Facility (determined before giving effect to the replacement of any Non-Consenting Lenders), all of the Revolving Facility Lenders under the Initial Revolving Facility (after giving effect to the replacement of any Non-Consenting Lenders), the L/C Issuers, and the Administrative Agent (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (b) the Administrative Agent and each Lender (that makes a request in accordance with the terms below) shall have received at least three (3) Business Days prior to the Effective Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, to the extent such documentation and other information has been requested by the Administrative Agent or such Lender not less than five (5) Business Days prior to the Effective Date; (c) the representations and warranties contained set forth in Article IV of this Agreement are Section 4 above shall be true and correct in all material respects on and as of the Effective Date; (d) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower, dated the Effective Date and confirming the accuracy of the representations and warranties set forth in Section 4 above; (e) the Administrative Agent shall have received customary officer’s certificates consistent with those delivered on the Closing Date and dated the Effective Date; provided that, in lieu of attaching organizational documents and/or evidence of incumbency of the officers of any Loan Party to such Issuance certificates, such certificates may certify that (i) since the Closing Date as though made on and as or such later date referred to in such certificates, there have been no changes to the organizational documents of such Issuance Date except Loan Party and (ii) no changes have been made to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as incumbency certificate of the officers of such earlier dateLoan Party delivered on the Closing Date or such later date referred to in such certificates; (i) all Obligations of the Borrower with respect to the Initial Revolving Facility owing to any Non-Consenting Lender being replaced or terminated pursuant to Section 3 shall be paid in full to such Non-Consenting Lender concurrently with the assignment or termination described in Section 3 and (ii) each Replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest and fees thereon; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (ivg) the Issuer and the Administrative Agent shall have received such all fees payable thereto, to the Lead Arrangers or to any Lender on or prior to the Effective Date and, to the extent invoiced, all other approvalsamounts due and payable pursuant to this Agreement on or prior to the Effective Date, opinionsincluding, to the extent invoiced at least three (3) Business Days prior to the Effective Date, reimbursement or documents as either may reasonably requestpayment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties under this Agreement or under the Existing Credit Agreement.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to This Agreement shall be effective on the satisfaction in full first date (the “Incremental Closing Date”) on which each of the following conditions on the Issuance Dateprecedent set forth in this Section 5 have been satisfied: (a) This Agreement shall have been duly executed by the Incremental Lender, the Borrowers, the Guarantors and the Administrative Agent. (b) The Administrative Agent shall have received, for distribution to the Incremental Lender, a certificate of the secretary or assistant secretary (or other officer reasonably acceptable to the Administrative Agent) of each Borrower dated the Incremental Closing Date, certifying (A) that (i) attached thereto is a true and complete copy of each Organizational Document (or its equivalent) of such Borrower certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization or (ii) there have been no changes to the Organizational Documents of such Borrower shall have delivered to the Issuer at Administrative Agent on the Closing Date, and (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Managers of such times Borrower establishing that all necessary organizational action on the part of such Borrower has been taken, authorizing the execution, delivery and performance of this Agreement contemplated to be entered into by such Borrower and that such resolutions and other actions have not been modified, rescinded, supplemented, or amended and are in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement full force and such other documents and materials as may be reasonably required pursuant effect. (c) The Administrative Agent shall have received, for distribution to the terms thereofIncremental Lender, and a certificate as to the proposed Facility Letter good standing of Credit each Borrower as of a recent date, from the Secretary of State of the State of Delaware. (d) The Administrative Agent shall be have received, for distribution to the Incremental Lender, a certificate from an Authorized Officer of the Borrower Representative reasonably satisfactory to it certifying and demonstrating (a) as to the Borrowers’ Certifications in Section 7 hereof, and (b) that all of the requirements set forth in Section 2.25 of the Credit Agreement have been satisfied with respect to the Incremental Facility, such Issuer certificate to be accompanied by calculations shown in form reasonable detail to that effect. (e) The Administrative Agent and contentthe Incremental Lender shall have received, providedon behalf of themselves, howeverthe other Agents, in the event Lenders and the Issuing Bank, a favorable written opinion of any conflict between ▇▇▇▇▇ Day, special counsel for the terms of Credit Parties, (A) dated the Incremental Closing Date, (B) addressed to the Agents, the Incremental Lender, the Issuing Bank and the Lenders and (C) covering such matters relating to this Agreement and the terms Credit Documents as the Administrative Agent shall reasonably request. (f) The Administrative Agent shall have received payment of (i) all fees due to it and the Incremental Lender, as separately agreed, (ii) reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Reimbursement Agreement, Incremental Lender incurred in connection with the terms entry into of this Agreement shall control; (ii) as which includes the reasonable and documented legal fees and expenses of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable counsel to the Issuer Incremental Lender) and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) all amounts due and payable under Section 10.2 of the following statements shall Credit Agreement, including, reimbursement or payment of all out-of-pocket expenses that are specifically required to be true, paid on the Incremental Closing Date (which includes the reasonable and documented legal fees and expenses of counsel to the Administrative Agent and the Agent and such Issuer Collateral Agent), in each case, to the extent invoiced at least two (2) Business Days prior to the Incremental Closing Date. (g) Solely to the extent specifically requested by the Incremental Lender at least three (3) Business Days prior to the Incremental Closing Date, the Incremental Lender shall have received at least one (1) Business Day prior to the Incremental Closing Date all documentation and other information required under Anti-Terrorism Laws and applicable “know-your-customer” and anti-money laundering Laws, including a certificateBeneficial Ownership Certification. (h) The Administrative Agent shall have received, for distribution to the Incremental Lender, a Solvency Certificate duly executed and delivered by Parent, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably request.A.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject Borrower shall procure the provision to the satisfaction Facility Agent of: (a) this Supplemental Agreement (in full of triplicate) duly executed by all the following conditions on parties; (b) in relation to the Issuance DateBorrower: (i) a certified true copy of its memorandum and articles of association or a written confirmation from a director of the Borrower shall confirming that its memorandum and articles of association have delivered not been amended since certified copies of the same were last produced to the Issuer at such times and Facility Agent in such manner as connection with the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as a certified true copy of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing its current business licence issued by SAIC which evidence that Facility Letter of Creditit has duly passed its annual examination in 2008; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form list of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Creditits directors; (iv) a copy of its certificate of good standing issued by the Issuer Registrar of Companies of the Cayman Islands and dated no earlier than seven (7) days prior to the date of this Supplemental Agreement; (v) a certified true copy of resolutions of its board of directors authorising its entry into and performance of this Supplemental Agreement and the Waiver Fee Letter and the transactions contemplated thereby and authorising a person or persons to execute this Supplemental Agreement and the Waiver Fee Letter; (c) in relation to each of the Corporate Shareholder and Far East Energy: (i) certified true copy of its memorandum and articles of association, bye-laws (if any) and all other constitutional documents or a written confirmation from its director confirming that its memorandum and articles of association and by-laws (if any) have not been amended since certified copies of the same were last produced to the Facility Agent shall in connection with the Facility Agreement; (ii) (only in relation to Far East Energy) a certified true copy of its current business registration certificate; (iii) (only in relation to the Corporate Shareholder) a certified true copy of the current shareholders’ agreement in respect of the Corporate Shareholder; (iv) (only in relation to the Corporate Shareholder) a copy of its certificate of good standing issued by the Registrar of Companies of the Cayman Islands and dated no earlier than seven (7) days prior to the date of this Supplemental Agreement; (v) a list of its directors; (vi) a list of its shareholders and their respective shareholdings; (vii) certified copies of resolutions of its board of directors and shareholders authorising its entry into and performance of, and the confirming or extending of security under, the Supplemental Security Documents to which it is a party and authorising a person or persons to execute the Supplemental Security Documents to which it is a party and the specimen signatures of such persons; (d) the Confirmation (in triplicate) duly executed by Far East Energy and the Corporate Shareholder; (e) the Letter of Undertaking (FEE) (in duplicate) duly executed by Far East Energy; (f) the (undated) New Guarantee (in duplicate) duly executed by the Corporate Shareholder; (g) the Waiver Fee Letter (in duplicate) duly executed by the Borrower and the Facility Agent; (i) a copy of the consent letter dated 9 April 2010 from the Facility Agent to the Borrower, the Corporate Shareholder, Far East Energy, Zhao ▇▇▇▇▇ ▇▇▇ , Zhang ▇▇▇ ▇▇▇ and Shang ▇▇▇ ▇▇▇ and counter-signed by the Borrower, the Corporate Shareholder, Far East Energy, Zhao ▇▇▇▇▇ ▇▇▇ , Zhang ▇▇▇ ▇▇▇ and Shang ▇▇▇ ▇▇▇ and (ii) a copy of the consent letter dated 22 April 2010 from the Facility Agent to the Borrower, the Corporate Shareholder, Far East Energy, Zhao ▇▇▇▇▇ ▇▇▇ , Zhang ▇▇▇ ▇▇▇ and Shang ▇▇▇ ▇▇▇ and counter-signed by the Borrower, the Corporate Shareholder, Far East Energy, Zhao ▇▇▇▇▇ ▇▇▇ , Zhang ▇▇▇ ▇▇▇ and Shang ▇▇▇ ▇▇▇ ; (i) evidence that all necessary filings, registrations and other formalities have received been or will be completed in order to ensure that this Supplemental Agreement and the Supplemental Security Documents (other than the Replacement Share Mortgages) are valid and enforceable and to procure the priority of the security created under the relevant Supplemental Security Documents (other than the Replacement Share Mortgages); (j) legal opinions covering such matters of Hong Kong, the Cayman Islands and other approvals, opinions, or documents laws relevant to this transaction as either the Facility Agent may reasonably request.; (k) a written confirmation of acceptance of appointment from Law Debenture Services (H.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject 5.1 Companies agree to furnish Bank prior to the satisfaction initial borrowing under this Agreement, in full of the following conditions on the Issuance Date: form and substance to be satisfactory to Bank, with (i) certified copies of resolutions of the Borrower shall have delivered Boards of Directors of Companies and the Guarantors evidencing approval of the borrowings and transactions contemplated hereunder; (ii) a certificate of good standing from the state of each Company's and each Guarantor's incorporation and from the state(s) in which each of them is required to be qualified to do business; (iv) an opinion of legal counsel to Companies and the Issuer at such times Guarantors; and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and (iv) such other documents and materials instruments as Bank may reasonably require. 5.2 As security for all indebtedness of Companies to Bank hereunder, Companies agree to furnish, execute and deliver to Bank, or cause to be reasonably required pursuant furnished, executed and delivered to Bank, prior to or simultaneously with the terms thereofinitial borrowing hereunder, and the proposed Facility Letter of Credit shall in form to be reasonably satisfactory to such Issuer Bank and supported by appropriate resolution in certified form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreementauthorizing same, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatfollowing: (a) Security Agreements granting to Bank security interests in all of each of the representations Companies' tangible and warranties contained intangible personal property, whether now owned or hereafter acquired, including, without limitation, all accounts, equipment, inventory, general intangibles and chattel paper ("Security Agreements"); (b) The ASC Subordination Agreement; (c) The Guaranties; (d) The Loan Documents listed in Article IV attached Schedule 2; (e) Title insurance policies insuring the first lien priority of the Bank's Mortgages with comprehensive, zoning, usury and such other endorsements as Bank may require; a survey of the premises covered by the Mortgages to such specifications as Bank may require; and an environmental site assessment of such mortgaged premises to Bank's satisfaction; (f) Financing Statements required or requested by Bank to perfect all security interests to be conferred upon Bank under this Agreement are correct in all material respects on and to accord Bank a perfected first priority security position under the Uniform Commercial Code (subject only to the encumbrances permitted hereunder); (g) Such other documents or agreements of security and appropriate assurances of validity and perfected first priority of lien or security interest as of such Issuance Date as though made on and as of such Issuance Date except to Bank may reasonably request at any time. To the extent that any of the Companies or any Guarantor has heretofore given a security interest to Bank to certain of the foregoing and such representation documents and agreements comply with the requirements of this Agreement, it is hereby agreed that such documents and agreements shall remain in full force and effect for the purposes of this Agreement, but Bank may, if it deems it necessary or warranty is stated desirable, require execution of a new agreement or agreements or amendments to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestagreements.

Conditions. 4.1 The issuance, amendment or extension agreements of any Facility Letter the Creditor Parties contained in Clause 3.1 of Credit is this Supplemental Agreement shall all be expressly subject to the satisfaction condition that the Agent shall have received in full form and substance satisfactory to it and its legal advisers on or before on or before the Effective Date: (a) evidence that the persons executing this Supplemental Agreement, each New Finance Document and the Amendment Mortgage on behalf of the following conditions Borrower, the Guarantor or, as the case may be, a New Owner are duly authorised to execute the same; (b) an original of this Agreement duly executed by the parties to it and counter-signed by the Security Parties; (c) a certificate from an officer of the Borrower, the Guarantor and each New Owner confirming the names of all the directors and shareholders of the Borrower, the Guarantor or, as the case may be, that New Owner and having attached thereto true and complete copies of its incorporation and constitutional documents; (d) true and complete copy of the resolutions passed at separate meetings of the sole director or directors, as the case may be, and shareholders of the Borrower and the Guarantor authorising and approving the execution of this Supplemental Agreement, the Amendment Mortgage and each New Finance Document to which each is a party and any other document or action to which each is or is to be a party and authorising its directors or other representatives to execute the same on its behalf; (e) true and complete copies of the Issuance Dateresolutions passed at separate meetings of the sole director and shareholders of each New Owner authorising and approving the execution of the New Finance Documents to which each is a party and any other document or action to which each is or is to be a party and authorising its directors or other representatives to execute the same on its behalf; (f) the original of any power of attorney issued by the Borrower, the Guarantor and each New Owner pursuant to such resolutions aforesaid; (g) evidence that each New Ship: (i) is registered in the name of the New Owner owning that Ship under the laws and flag of Malta; (ii) is in the absolute and unencumbered ownership of the Borrower save as contemplated by the New Finance Documents; (iii) maintains the highest class applicable to vessels of the same type, age and specifications as that New Ship with American Bureau of Shipping (or such other first class classification society which is a member of IACS acceptable to the Agent) free of all recommendations and conditions; and (iv) is insured in accordance with the relevant provisions of the New Deed of Covenant applicable to that New Ship and all requirements thereof in respect of such Insurances have been fulfilled; (h) each New Finance Document (other than the Additional Earnings Account Pledge, the Retention Account Pledge, the Rapallo Earnings Account Pledge, the ▇▇▇▇▇ Earnings Account Pledge, the Rapallo Retention Account Pledge and the ▇▇▇▇▇ Retention Account Pledge, originals of which shall be provided within one calendar month from the date of this Supplemental Agreement) and the Amendment Mortgage has been duly executed by the relevant New Owner or, as the case may be, the Borrower together with evidence that: (i) each New Mortgage has been registered against the relevant New Ship with first priority in accordance with the laws of Malta; (ii) the Amendment Mortgage has been duly registered as a valid amendment to the Mortgage in accordance with the laws of Malta; (iii) all notices required to be served under each New General Assignment and any New Charterparty Assignment have been served and (where applicable) acknowledged in the manner therein provided; and (iv) save for the Security Interests created by or pursuant to the New Mortgages, the New General Assignments and the New Charterparty Assignments, there are no Security Interests of any kind whatsoever on either New Ship or her Earnings, Insurances or Requisition Compensation; (i) a certified true copy of the ▇▇▇▇▇ Charterparty and the Rapallo Charterparty duly signed by the parties thereto; (j) evidence that the New Earnings Accounts, the New Retention Accounts, the Retention Account and the Additional Earnings Account have been opened and all mandate forms, documentation required by the Agent in relation to the Borrower, each New Owner and any other Security Party pursuant to the Agent’s “know your customer” requirements have been received; (k) documents establishing that each New Ship is managed by the Approved Manager on terms acceptable to the Lenders, together with: (i) the Borrower shall have delivered New Manager’s Undertaking relative to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control;that New Ship; and (ii) as copies of the Issuance Date no order, judgment or decree Approved Manager’s Document of Compliance and of the New Ship’s Safety Management Certificate (together with any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing other details of the Facility Letter of Credit and no law, rule or regulation applicable to safety management system which the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of CreditAgent requires); (iiil) one valuation (at the following statements shall be truecost of the Borrower) of each New Ship dated 2 October 2009 each prepared in accordance with Clause 15.3 by an Approved Broker and addressed to the Agent confirming that the Market Value of each New Ship is at least US$38,000,000; (m) favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ and such other relevant jurisdictions as the Agent may require; (n) a favourable opinion from an independent insurance consultant acceptable to the Agent on such matters relating to the Insurances for each New Ship as the Agent may require; (o) certified copies of all documents (with a certified translation if an original is not in English) evidencing any other necessary action, approvals or consents with respect to this Supplemental Agreement and the New Finance Documents (including without limitation) all necessary governmental and other official approvals and consents in such pertinent jurisdictions as the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier datedeems appropriate; and (bp) No Default or Event evidence that the process agent referred to in clause 30.4 of Default the Loan Agreement has occurred and is continuing or would result from the issuance, amendment or extension accepted its appointment as agent for service of such Facility Letter of Credit; (iv) the Issuer process under this Supplemental Agreement and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestNew Finance Documents.

Conditions. The issuance, amendment or extension This Amendment shall become effective as of any Facility Letter of Credit is subject to the Amendment Effective Date upon the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatprecedent: (a) this Amendment and all related documents, as applicable, shall have been duly executed and delivered by the representations Borrowers, each Obligor, the Required Lenders, the Agent and warranties contained each other party thereto, as applicable, and shall be in Article IV of this Agreement are correct in all material respects on full force and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier dateeffect; and (b) No Default all corporate action necessary for the valid execution, delivery and performance by the Borrowers of this Amendment and each of the related documents to which it is or Event of Default has occurred is to become a party, shall have been duly and is continuing or would result from the issuanceeffectively taken, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and evidence thereof reasonably satisfactory to the Agent shall have been provided to the Agent. (c) Agent shall have received a certificate of a duly authorized officer of each Borrower (with such other approvalscertification to be in such Person’s capacity as an officer of such Borrower and not in such Person’s individual capacity), opinionscertifying (i) that attached copies of such Borrower’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions authorizing execution and delivery of the Amendment is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Borrower in writing. (d) Agent shall have received copies of the charter documents of each Borrower, certified as appropriate by the Secretary of State or another official of such Borrower’s jurisdiction of organization, or with respect to one or more Borrowers, a certificate of a duly authorized officer of such Borrower specifying that there has been no change in such Borrower’s charter documents from those attached to the Secretary’s Certificate for such Borrower dated as either may reasonably requestof March 6, 2006 and delivered to Agent in connection with the Loan Agreement. Agent shall have received good standing or subsistence certificates, as applicable, for each Borrower, issued by the Secretary of State or other appropriate official of such Borrower’s jurisdiction of organization.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to the This Amendment shall become effective only upon ---------- satisfaction in full of the following conditions on precedent (the Issuance first date upon which all such conditions have been satisfied being herein called the "Second Amendment Effective Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that:"): (a) the The representations and warranties contained in this Amendment and in Article IV VI of this the Financing Agreement are and each other Loan Document shall be correct in all material respects on and as of such Issuance the Second Amendment Effective Date as though made on and as of such Issuance Date date (except to the extent that any where such representation or warranty is stated to representations and warranties relate solely to an earlier date, date in which case such representation or warranty is representations and warranties shall be true and correct in all material respects as of such earlier date); andno Event of Default or Potential Default shall have occurred and be continuing on the Second Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the The Agent shall have received counterparts of this Amendment, duly executed by the Borrowers, the Guarantors and the Lenders. (c) The Agent shall have received the New Notes (the New Notes together with this Amendment, the "Amendment Documents"), duly executed by each of the Borrowers. (d) The Borrowers shall pay to the Agent for the account of the Lenders in accordance with the Lenders' respective Pro Rata Shares (or the Agent may charge the Loan Account pursuant to Section 4.02) a non-refundable amendment fee of $125,000, which fee is earned, in full, on the date hereof. (e) The Agent shall have received a copy of the resolutions adopted by the Board of Directors or other governing body of each of the Borrowers and the Corporate Guarantors, certified as of the Second Amendment Effective Date by authorized officers thereof, authorizing (A) the transactions contemplated by the Amendment Documents, and the Financing Agreement as amended hereby, and (B) the execution, delivery and performance by each of the Borrowers and the Corporate Guarantors of the Amendment Documents to which it is a party. (f) The Agent shall have received a certificate of authorized officers of the Borrowers and Corporate Guarantors certifying the names and true signatures of the officers of the Borrowers and the Corporate Guarantors authorized to sign the Amendment Documents, together with evidence of the incumbency of such other approvals, opinions, authorized officers. (g) The Agent shall have received a certificate of the chief executive officer or documents the chief financial officer of each of the Borrowers and Corporate Guarantors certifying as either may reasonably requestto the matters set forth in subsection (a) of this Section 13. (h) All legal matters incident to this Amendment shall be satisfactory to the Agent and its counsel.

Conditions. The issuance, amendment or extension obligation of any Facility Letter of Credit Softbank to make the Loan is subject to the satisfaction in full fulfillment by OptiMark of all of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatconditions: (a) Execution and delivery by OptiMark or its Subsidiaries, as applicable, of this Loan Agreement, Amendment No. 1 to the Amended and Restated Investors' Rights Agreement, Notes, Security Agreement, UCC's, Guarantees and all other executed Related Documents. (b) The representations and warranties contained in Article IV of this Agreement are 6 hereof and in each Related Document shall be correct and accurate in all material respects on and as of such Issuance Date Closing as though made on and as of such Issuance Date except date and no Event of Default and no condition or event which, with the giving of notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing on Closing and Softbank shall have received a certificate in the form set forth on Exhibit C attached hereto and signed by the Chief Executive Officer of OptiMark, dated as of the Closing Date, to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct effect. (c) OptiMark shall have complied in all material respects with all covenants and obligations to be performed or observed by it at or prior to such time, including but not limited to those set forth in the Existing Loan Agreement; and shall not be in breach of any of the Existing Loan Agreement or the agreements referred to in each of such Existing Loan Agreement as the "Related Documents." (d) OptiMark shall have obtained all consents of third parties, including, without limitation, any Governmental Body, required in connection with the execution and delivery of this Loan Agreement and the Related Documents and consummation of the transactions contemplated hereby and thereby. (e) Softbank shall have received copies of all corporate action taken by OptiMark and its Subsidiaries to authorize this Loan Agreement, the Related Documents, the borrowings hereunder and the Notes, certified as of such earlier date; andthe Closing Date by the Secretary of OptiMark. (bf) No Default Softbank shall have received (i) acknowledgement copies of Financing Statements (Form UCC-1) duly filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of Softbank, advisable to perfect the Liens created by the Security Agreement and the Guarantees, (ii) acknowledgement copies of recordings in the U.S. Patent and Trademark Office of notices in respect of patents, patent applications, trademark registrations and trademark applications of OptiMark and/or the Subsidiaries created by the Security Agreement or Event the Guarantees if, in the opinion of Default has occurred Softbank, such filings should be made and is continuing or would result from (iii) evidence of the issuancecompletion of all other recordings and filings and such other actions necessary or, amendment or extension in the opinion of such Facility Letter of Credit;Softbank, advisable to perfect the Liens created by the Security Agreement and the Guarantees. (ivg) There shall not be pending or threatened any action or proceeding before any court or administrative agency relating to the Issuer transactions contemplated by this Loan Agreement, the Existing Loan Agreement or the Related Documents which could reasonably be expected to materially impair the ability of OptiMark to perform its obligations under this Loan Agreement or under the Related Documents or which could reasonably be expected to materially impair the ability of OptiMark to issue the Series F Preferred Stock or materially adversely affect the rights of the Series F Preferred Stock. (h) Except as described in OptiMark's Quarterly Report on Form 10-Q for the period ended March 31, 2002, OptiMark's Quarterly Report on Form 10-Q for the period ended June 30, 2002, OptiMark's Quarterly Report on Form 10-Q for the period ended September 30, 2002, (the "Forms 10-Q"), OptiMark's Annual Report on Form 10-K for the period ended December 31, 2001 on file with the SEC as of the Effective Date (the "Form 10-K"), or otherwise described on Exhibit 5.1(h) of this Loan Agreement, since September 30, 2002, there has been no event, occurrence, change, development or state of affairs that had or will have a Material Adverse Effect. (i) OptiMark shall have executed and delivered to Softbank the Agent forms for filing in the U.S. Patent and Trademark office, in form and substance as reasonably satisfactory to Softbank, in respect of patents, patent applications, trademark registrations and trademark applications of OptiMark and/or the Subsidiaries created by the Security Agreement or the Guarantees. (j) Softbank shall have received such other approvals, opinions, or documents as either Softbank may reasonably request.

Conditions. 4.1 The issuance, amendment or extension agreements of any Facility Letter the Lender contained in Clause 3.1 of Credit is this Agreement shall all be expressly subject to the satisfaction condition that the Lender shall have received in full of form and substance satisfactory to the Lender and its legal advisers the following conditions documents or evidence: (a) on the Issuance Datedate of this Agreement: (i) a certificate of the Borrower shall have delivered to Secretary of each Borrower, the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, Guarantor and the proposed Facility Letter Collateral Owner confirming the names and offices of Credit shall be reasonably satisfactory to such Issuer in form and contentall the Directors of that Borrower, provided, however, in the event of any conflict between the terms of this Agreement Guarantor and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlCollateral Owner together with its incorporation and constitutional documents; (ii) as true and complete copies of the Issuance Date no orderresolutions passed at meetings of the Board of Directors and Shareholders of each Borrower, judgment the Guarantor and the Collateral Owner authorising and approving the execution of this Agreement, the New Finance Documents and any other document or decree of any court, arbitrator action to which it is or governmental authority shall enjoin is to be a party and authorising its appropriate officer or restrain such Issuer from issuing officers or other representatives to execute the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Creditsame on its behalf; (iii) the following statements shall be trueoriginal of any power of attorney issued by each Borrower, the Guarantor and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except Collateral Owner pursuant to the extent that any such representation or warranty is stated resolutions referred to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and Clause 4.1(a) (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Creditii); (iv) the Issuer certified copies of all documents (with a certified translation if an original is not in English) evidencing any other necessary action, approvals or consents with respect to this Agreement and the Agent shall New Finance Documents including without limitation, all necessary governmental and other official approvals and consents in such pertinent jurisdictions as the Lender reasonably deems appropriate; (v) an original of this Agreement, duly executed by all parties; (vi) a duly executed original of each Confirmation; (vii) duly executed originals of the Guarantee, the Collateral Owner Guarantee and the Approved Manager’s Undertakings; (viii) a certified true copy of each management agreement made between each Approved Manager and the Borrowers together with a certificate of incumbency for each Approved Manager or other document acceptable to the Lender, acting reasonably, evidencing the directors and/or officers of each Approved Manager ; (ix) evidence that the Collateral Mortgage has been duly registered against the Collateral Ship as a valid second priority statutory Maltese ship mortgage in accordance with the laws of Malta; (x) a duly executed original of the Collateral Deed of Covenant, a duly executed original of the Collateral General Assignment and all other documents to be executed and served (in respect of notices) pursuant to the Collateral Deed of Covenant and the Collateral General Assignment; (xi) any additional or new notices, reflecting the arrangements contemplated by this Agreement, required to be given under the relevant Collateral Deed of Covenant and the Collateral General Assignment, have received been given in the manner therein provided; (xii) the arrangement fee referred to in Clause 7.1; (xiii) a certified true copy of the DOC in respect of the Collateral Ship; (xiv) certified true copies of the SMC and the International Ship Security Certificate under the ISPS Code in respect of the Collateral Ship; (xv) a certified true copy of a class maintenance certificate issued by the classification society, confirming her class free of all overdue recommendations and conditions; (xvi) evidence that the agent referred to in Clause 9.4 has accepted its appointment as agent for service of process under this Agreement and the New Finance Documents; and (xvii) such legal opinions from lawyers appointed by the Lender on such matters concerning the laws of Malta, the M▇▇▇▇▇▇▇ Islands and such other approvalsrelevant jurisdictions as the Lender may require. (b) on the Effective Date, opinions, or documents as either may reasonably requestevidence satisfactory to the Lender that each Borrower is a direct and fully owned subsidiary of the Guarantor.

Conditions. The issuanceThis Amendment (other than Section 10 below, amendment or extension which is effective immediately upon execution and delivery) will be effective as of any Facility Letter of Credit is subject to the Effective Date, but only upon satisfaction in full of the following conditions on precedent: (a) The Agent’s receipt of original or facsimile or portable document format (PDF) copies (followed promptly by originals) of each of the Issuance Datefollowing, each properly executed, each dated as of the Effective Date (or, in the case of certificates of governmental officials, a recent date before the date of the Amendment) and each in form and substance satisfactory to Agent and its legal counsel: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlAmendment; (ii) as promissory notes in favor of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Crediteach New Lender; (iii) an amended and restated promissory note in favor of ▇▇▇▇▇▇ Bank; (iv) mortgages encumbering the following statements shall be trueBorrowing Base Properties in the State of Oklahoma Borrower is acquiring pursuant to the Cimarex Acquisition (the “Cimarex Mortgages”); (v) title opinions or other information in form and substance reasonably acceptable to the Administrative Agent demonstrating satisfactory title to at least 90% of the PV-8 of the Credit Parties’ total Proved Developed Producing Reserves (after giving effect to the Cimarex Acquisition); (vi) a certificate from Borrower, certifying that (A) the copy of the Cimarex PSA attached to the certificate is true and complete, in full force and effect, without amendment except as shown, and (B) Borrower and the Agent Cimarex Sellers either (1) have consummated, or (2) are ready, able and such Issuer shall have received willing to consummate the Cimarex Acquisition, subject only to the execution and delivery of this Amendment by Agent, Lenders and the Credit Parties and the funding of any Loans to be used by Borrower to finance the Cimarex Acquisition pursuant to the Cimarex PSA, in either case without waiver of any material condition precedent; (vii) certificates of resolutions or other action, incumbency certificates and/or other certificate(s) signed by an officer of any Credit Party that is other than a certificatenatural person, substantially in as required by the form Agent, to evidence the identity, authority and capacity of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of signatory(ies) to this Amendment and the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier dateother Credit Documents; and (b) No Default If required by Agent, the payment by Borrower of all amounts described in Sections 5(d) and 11 below. The Agent’s declination to require Borrower to pay all or Event a portion of Default has occurred and is continuing or would result from these amounts as a condition to the issuance, amendment or extension effectiveness of such Facility Letter of Credit; (iv) this Amendment will not excuse Borrower’s obligation to do so immediately upon the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestAgent’s demand.

Conditions. 4.1 The issuance, amendment or extension agreements of any Facility Letter the Bank contained in Clause 3.1 of Credit is this First Supplemental Agreement shall all be expressly subject to the satisfaction condition that the Bank shall have received in full form and substance satisfactory to the Bank and its legal advisers on or before the date of this First Supplemental Agreement: (a) evidence that the persons executing this First Supplemental Agreement on behalf of each Borrower are duly authorised to execute the same on behalf of such Borrower; (b) a certificate of an Officer of the following conditions New Owner confirming the names of all the Directors and Shareholders of the New Owner and having attached thereto true and complete copies of its incorporation and constitutional documents; (c) true and complete copies of the resolutions passed at separate meetings of the Sole Director and Shareholders of the New Owner authorising and approving the execution of the New Finance Documents and any other document or action to which it is or is to be a party and authorising its directors or other representatives to execute the same on its behalf; (d) the Issuance Dateoriginal of any power of attorney issued by the New Owner pursuant to such resolutions aforesaid; (e) evidence that “DELRAY” is: (i) registered in the name of New Owner under the laws and flag of the Malta; and (ii) insured in accordance with the relevant provisions of the New Mortgage and all requirements thereof in respect of such insurance have been fulfilled; and (f) the New Finance Documents, duly executed by the New Owner together with evidence that: (i) the Borrower shall have delivered to New Mortgage has been registered against “DELRAY” with first priority in accordance with the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter laws of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlMalta; (ii) as all notices required to be given under the New Deed of Covenant, the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing New General Assignment and the Facility Letter of Credit New Charterparty Assignment have been given and no law, rule or regulation applicable to acknowledged in the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit;manner therein provided; and (iii) save for the following statements shall be truecharges created by or created by or pursuant to the New Mortgage, the New Deed of Covenant, the New General Assignment and the Agent and such Issuer shall have received New Charterparty Assignment there is no lien, charge or encumbrance of any kind whatsoever on “DELRAY” or her Earnings, Insurances or Requisition Compensation. (g) a certificate, substantially certified true copy of any Approved Charter entered into in respect of “DELRAY”; (h) evidence that the New Earnings Account has been opened; (i) documents establishing that “DELRAY” is managed by the Approved Manager; (j) a letter of undertaking executed by the Approved Manager in favour of the Bank in the form terms required by the Bank agreeing certain matters in relation to the management of “DELRAY” and subordinating the rights of the certificate attached hereto as Exhibit D, signed by a duly authorized officer Approved Manager against “DELRAY” and the New Owner to the rights of the Borrower dated Bank under the Issuance Date stating that:Finance Documents; (ak) copies of ISM DOC and SMC and the representations International Ship Security Certificate under the ISPS Code in respect of “DELRAY”; (l) certified copies of all documents (with a certified translation if an original is not in English) evidencing any other necessary action, approvals or consents with respect to this First Supplemental Agreement and warranties the New Finance Documents (including without limitation) all necessary governmental and other official approvals and consents in such pertinent jurisdictions as the Bank deems appropriate; (m) such legal opinions as the Bank may require in respect of the matters contained in Article IV of this First Supplemental Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier dateNew Finance Documents; and (bn) No Default or Event evidence that the agent referred to in Clause 9.4 has accepted its appointment as agent for service of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer process under this First Supplemental Agreement and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestNew Finance Documents.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to the satisfaction in full 3.1 Completion of the Debt Restructuring is conditional, inter alia, upon the following conditions on having been obtained, performed or satisfied by the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter date of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms completion of the Reimbursement Agreement, Settlement Agreement ("Completion Date"): 3.1.1 the terms of this Agreement shall control; (ii) as approval of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; Shareholders (iiias defined below) the following statements shall be true, and the Agent and such Issuer shall have received at a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: general meeting for (a) the representations allotment and warranties contained in Article IV issuance of this Agreement are correct in the Conversion Shares to Wintercrest (b) a whitewash resolution ("Whitewash Resolution"), waiving the Shareholders' (as defined below) right to receive an offer by Wintercrest to acquire all material respects of their Shares, and (c) all other transactions under the Debt Restructuring; 3.1.2 the approval in-principle of the Singapore Exchange Securities Trading Limited ("SGX-ST") for the listing and quotation of the Conversion Shares on the Official List of the mainboard of the SGX-ST having been obtained from the SGX-ST and as of not having been revoked or amended, and where such Issuance Date as though made on and as of such Issuance Date except approval is subject to conditions, to the extent that any such representation conditions are required to be fulfilled on or warranty is stated before Completion Date, they are so fulfilled; 3.1.3 the issue of the Conversion Shares not being prohibited by any statute, order, rule or regulation promulgated after the date of this Agreement by any legislative, executive or regulatory body or authority of Singapore or elsewhere; 3.1.4 a waiver in writing being obtained from the Securities Industry Council of Singapore ("SIC") waiving the requirement of Wintercrest to relate solely make a mandatory takeover offer under Rule 14 of the Code of Takeovers and Mergers of Singapore arising from the issuance of the Conversion Shares ("Whitewash Waiver"); 3.1.5 a written legal opinion issued by the Company's Australian legal advisers that a mandatory takeover offer bid for all other shares not owned or agreed to an earlier date, be owned (under the Settlement Agreement) by Wintercrest in which case such representation or warranty is correct in all material respects as of such earlier dateCokal Limited will not be required by Australian Securities and Investments Commission; and (b) No Default 3.1.6 all other approval and consent necessary or Event desirable having been received by the Company and/or Wintercrest under all applicable laws and regulations in respect of Default has occurred the Debt Restructuring. 3.2 Under the Settlement Agreement, the Facility Agreement shall continue to be in full force and is continuing or would result from effect until all transactions contemplated under the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer Debt Restructuring have been approved and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestcompleted.

Conditions. (a) The issuance, amendment or extension obligations of any Facility Letter of Credit is each party hereto to take the actions to be taken by it at the Closing as provided in Section 2 hereof shall be subject to the satisfaction in full performance by the other parties hereto of the actions to be taken by such other parties in connection with the Restructuring, it being understood that the actions to be taken at the Closing pursuant to Section 2 hereof are mutually dependent and shall be taken substantially simultaneously. (b) In addition, the obligations of each Holder to take the actions to be taken by such Holder at the Closing as provided in Section 2 hereof shall be subject to the following conditions on the Issuance Dateconditions: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties of the Company contained in Article IV of this Agreement are herein shall be true and correct in all material respects on and as of such Issuance the Closing Date with the same effect as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; andClosing Date; (bii) No Default the Company shall have delivered to such Holder (A) certified copies of its Restated Certificate of Incorporation and Restated By-laws, (B) certified copies of resolutions evidencing the due authorization of all actions to be taken by the Company in connection with the Restructuring and (C) a certificate regarding the incumbency of all officers of the Company executing any agreement or Event instrument to be executed by the Company as provided in Section 2 hereof; (iii) the Manager shall have delivered to such Holder (A) certified copies of Default has occurred its certificate of incorporation and is continuing other organizational documentation, which shall be substantially in the form of Exhibit A hereto (including the resolutions provided for therein authorizing the actions to be taken by the Manager in connection with the Restructuring) and (B) a certificate regarding the incumbency of all officers of the Manager executing any agreement or would result from instrument to be executed by the issuance, amendment or extension of such Facility Letter of CreditManager as provided in Section 2 hereof; (iv) the Issuer Company shall have delivered to such Holder evidence reasonably satisfactory to such Holder that any required consent or approval of the FCC to the Restructuring has been obtained and that such consent or approval has become final on or before the Agent Closing Date (such consent, including consent duly granted by the FCC staff pursuant to delegated authority, shall be deemed to have become final if (i) it has not been reversed, stayed, enjoined or set aside, (ii) no timely request for stay, rehearing or reconsideration of, or appeal from, that consent is pending before the FCC or any court of competent jurisdiction and (iii) the time for filing any such request, petition or appeal, or for sua sponte review by the FCC, has expired); (v) such Holder shall have received such other approvalsfrom Cravath, Swaine & Moor▇, ▇▇unsel to the Company, and Wilm▇▇, ▇▇tl▇▇ & ▇ick▇▇▇▇▇, ▇▇ecial FCC counsel to the Company, their respective opinions, or dated the Closing Date, substantially in the forms attached hereto as Exhibits M-1 and M-2, respectively; (vi) the Company shall have duly paid all expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement and the Restructuring Documents (as hereinafter defined), including, but not limited to, all fees and expenses referred to in Section 6 hereof; (vii) such Holder shall have received written confirmation, in form and substance reasonably satisfactory to it, that the title insurance insuring the lien of the Mortgage remains in full force and effect after giving effect to the First Amendment to Mortgage; (viii) a Private Placement Number relating to each series of Preferred Stock shall have been duly ordered from Standard & Poor's Corporation; and (ix) all documents as either may and instruments to be executed and delivered in connection with the Restructuring, the forms and terms of which are not otherwise provided for herein, shall be reasonably requestsatisfactory in form and substance to such Holder and its counsel.

Conditions. 9.1 The issuance, amendment or extension of any Facility Letter of Credit is Agent’s obligations hereunder shall be subject to the satisfaction in full accuracy of the following conditions on representations and warranties of the Issuance Date: (i) Corporation contained in this Agreement as of the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms date of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no orderClosing Date, judgment or decree the performance by the Corporation of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit its obligations under this Agreement and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatconditions: (a) the representations Agent shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agent and warranties contained in Article IV counsel to the Agent and signed by the Secretary of the Corporation or another officer of the Corporation acceptable to the Agent, with respect to the articles of continuation or other constating documents and by-laws of the Corporation, all resolutions of the board of directors of the Corporation relating to this Agreement and the Placing of the Flow-Through Shares contemplated hereby, the incumbency and specimen signatures of signing officers of the Corporation and with respect to such other matters as the Agent may reasonably request; (b) the Agent shall have received at the Closing Time a certificate or certificates dated the Closing Date, addressed to the Agent and signed by each of the Chief Executive Officer and Chief Financial Officer of the Corporation or other officers of the Corporation acceptable to the Agent, certifying for and on behalf of the Corporation after having made due enquiry, that: (i) since the respective dates as of which information is given in the Public Record (A) there has been no material change (actual, anticipated, contemplated, proposed or threatened, whether financial or otherwise) in the business, financial condition, affairs, operations, business prospects, assets, liabilities or obligations (contingent or otherwise) or capital of the Corporation and (B) no transaction has been entered into by the Corporation which is material to the Corporation other than as disclosed in the Public Record; (ii) there are correct no contingent liabilities affecting the Corporation which are material to the Corporation on a consolidated basis, other than as disclosed in the Public Record; (iii) no order, ruling or determination having the effect of suspending the issuance, sale, exercise or conversion or ceasing the trading of any other securities of the Corporation has been issued or made by any court or regulatory authority (including the TSX) and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or by any other regulatory authority; (iv) the Corporation is a “reporting issuer” not in material default under the Canadian Securities Laws applicable to the provinces of Alberta, British Columbia and Ontario; (v) the Corporation has complied with and satisfied in all material respects the covenants, terms and conditions of this Agreement on its part to be complied with and as of such Issuance Date as though made on and as of such Issuance Date except satisfied up to the extent that any such representation or warranty is stated to relate solely to an earlier date, Closing Time; and (vi) the representations and warranties of the Corporation contained in which case such representation or warranty is this Agreement are true and correct in all material respects as of such earlier date; andthe Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement. (bc) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvalsat the Closing Time a legal opinion dated the Closing Date, opinionsin form and substance satisfactory to Canadian counsel to the Agent, addressed to the Agent and the Agent’s Canadian and UK counsel, from Canadian counsel to the Corporation, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ of Northwest Law Group, or documents other counsel acceptable to the Agent, as either to the laws of British Columbia, Canada, which counsel in turn may reasonably requestrely upon the opinions of local counsel where they deem such reliance proper as to the laws other than those of British Columbia, Canada and with respect to matters of fact on the certificates of the auditors of the Corporation, public officials and officers of the Corporation and correspondence between public and stock exchange officials; (d) the Corporation shall have received the conditional approval of the TSX to the listing of the Flow-Through Shares issuable pursuant to the Placing, subject to compliance with all requirements of the TSX; and (e) the Agent not having exercised their right to terminate this Agreement pursuant to clause 11. 9.2 The Corporation agrees with the Agent to use its best efforts to procure satisfaction of the conditions contained in this clause 9 by the times and dates stated therein. Any condition may be waived, in whole or in part, and the time of satisfaction of any condition may be extended, by the Agent (acting in their absolute discretion and without any obligation to make any such waiver or extension) by written notice to the Corporation. 9.3 If any condition is not satisfied in all respects or (where applicable) waived by the Agent or becomes incapable of being satisfied (and is not so waived) by the required time (or such later time as the Agent and the Corporation may agree), the obligations of the Agent under this Agreement and accordingly of the Subscribers shall cease and determine and no party shall have any claim against the others for costs, damages, compensation or otherwise except: (a) in respect of a breach by any party of the terms of this Agreement; (b) the provisions of clauses 3 (with respect to reimbursement of the Agent’s reasonable expenses only), 7, 12, 13, 14, 15 and 16 shall remain in full force and effect; and (c) the Corporation shall reimburse the Agent for its reasonable costs and expenses referred to in clause 3 and clause 15.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Amendment is subject to the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatprecedent: (a) the execution and delivery of this Amendment by Borrower, each other Loan Party, Agent and the Required Lenders in form and substance reasonably satisfactory to the Agent and the Lenders; (b) the representations and warranties contained in Article IV Section 5 of this Agreement are Amendment being true, complete and correct in all material respects on and (without duplication of any materiality qualifier contained therein) as of such Issuance Date as though made on and as of such Issuance Date the date hereof, except to the extent that any such representation or warranty is stated to relate solely expressly relates to an earlier date, date (in which case event such representation or warranty is representations and warranties are true, complete and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date; and); (bc) No no Default or Event of Default has occurred and or is continuing (or would result from after giving effect to the issuance, amendment or extension of such Facility Letter of Credittransactions contemplated by this Amendment and the ABL Amendment (as defined below); (ivd) the Issuer receipt in cash by the Secured Parties of the payment of all fees, costs and expenses incurred thereby on or prior to the date of this Amendment that are required to be reimbursed pursuant to Section 6.3 of the Facility Agreement or Section 6 of this Amendment and all other fees, costs and expenses incurred in connection with this Amendment (and the transactions contemplated hereby) by the Secured Parties (including, in each case, all attorneys’ fees of the Secured Parties and any estimates of post-closing fees, costs and expenses (including all attorneys’ fees) expected to be incurred by the Secured Parties in connection with this Amendment); (e) the receipt by the Agent shall have received such and the Lenders of a fully executed copy of a corresponding amendment to the ABL Credit Facility in form and substance reasonably satisfactory to the Agent and the Lenders (the “ABL Amendment”); (f) the receipt by the Agent and the Lenders of an execution copy of the Subject License in form and substance satisfactory to the Agent and the Lenders; and (g) the receipt by the Agent and the Lenders of all other approvalsdocuments, opinionsagreements, instruments and other information requested by the Agent or documents as either may reasonably requestany Lender.

Conditions. The issuance12.1 Without limiting anything contained in Section 4 (Payment of Regional Funding) of this Agreement, amendment or extension and in addition to the conditions set forth in the Advancing Schedule the obligation of any Facility Letter the Proponent to construct the Project and the obligation to make the payment of Credit is Regional Funding by the Region pursuant to this Agreement are, unless‌ waived in writing by the Region, subject to the satisfaction conditions precedent set out in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatsection: (a) the representations Proponent satisfying all legal and warranties contained other requirements of the Region set out in Article IV this Agreement; (b) any other agreements for Contributions by Others remaining in force and the Proponent being in good standing thereunder; (c) the Proponent having provided the Region with written confirmation of any and all Contributions by Others including an explanation as to how the additional funds will be used; (d) the Proponent’s title to the Project Lands not being encumbered by any registered liens, charges, agreements, easements, restrictions or encumbrances, other than the Permitted Encumbrances; (e) the Proponent being in good standing under all of the Permitted Encumbrances and there not being any work orders issued against the Project Lands by any governmental entity, agency or official; (f) the Proponent entering into the agreements with the Contractor, as the case may be, referred to in Section 6.6 herein; (g) the Proponent having received and provided the Region with a copy of the full building permit for the Project; (h) the Proponent providing the Region with an up-to-date and comprehensive development schedule including the construction start date and anticipated Occupancy Date(s); (i) the Proponent providing the Region with certified copies of such corporate documents of the Proponent as the Region may reasonably require including, without limitation, letters patent or articles of incorporation, a certified copy of the director’s resolution authorizing the execution of this Agreement and the Security, a certificate of incumbency of the persons signing on behalf of the proponent and a corporate opinion from the Proponent’s corporate counsel, in a form acceptable to the Region and its solicitors; (j) all of the covenants, representations, warranties and agreements of the Proponent set out hereunder or in the Security are true and correct and in good standing, in all material respects on and respects; (k) the Proponent having provided proof of achievement of the milestones as of such Issuance Date set forth in the Advancing Schedule for the Project as though made on and as of such Issuance Date except acceptable to the extent Region; (l) the Proponent having provided on the Region’s Standard Certificate of Insurance form in accordance with Section 8 proof of its insurance for the Project; (m) the Proponent having provided the Region with the Security required by and in accordance with Section 14 of this Agreement; (n) the Proponent having paid all realty taxes for the Project Lands, when due; (o) Upon request by the Region, the Proponent having provided the Region with evidence, satisfactory to the Region, that the Project Lands are zoned in final form to permit the Project to be constructed and operated; (p) the Proponent shall not be in default (or being in default the time provided for curing such default has not yet elapsed) under any such representation of the terms and conditions of this Agreement, or warranty is stated in the Security, or any agreement with respect to relate solely to an earlier datethe construction, development or operation of the Project, all of which shall be in full force and effect; (q) nothing shall have occurred which, in which case such representation the sole opinion of the Commissioner could reasonably be expected to have a material adverse effect on the construction or warranty is correct in all material respects as the financing of such earlier datethe Project or the business, property, assets, liabilities, conditions (financial or otherwise) or prospects of the Proponent; and (br) No Default the Proponent having obtained all consents necessary to mortgage or Event otherwise encumber the Project Lands, develop or redevelop the Project Lands. 12.2 Prior to the advance of Default has occurred and is continuing Regional Funding, the Proponent shall obtain a Lender’s Title Insurance Policy (the “Title Insurance”), at its sole expense, from one of the following title insurers noting the interest of the Region as [INSERT] priority mortgagee: Chicago Title Insurance, First Canadian Title, ▇▇▇▇▇▇▇ Title Guaranty Company, or would result TitlePLUS Title Insurance (the “Title Insurer”). 12.3 The Proponent shall ensure there are no exceptions to the coverage recorded on the Confirmation of Insurance form from the issuanceTitle Insurer. To the extent of applicability and availability, amendment the following endorsements shall be included in the Title Insurance policy, in addition to the standard and typical endorsements: access endorsement; commercial endorsement; construction lien endorsement; construction loan endorsement; contiguity endorsement; due execution endorsement; environmental liens endorsement; usury endorsement; and utility facility endorsement. 12.4 The making of an advance or extension advances prior to the fulfilment of one or more of the conditions set forth herein shall not constitute a waiver by the Region of any such Facility Letter of Credit; (iv) the Issuer condition, and the Agent Region reserves the right to require the fulfillment of each condition prior to the making of any subsequent advance. 12.5 All conditions to the obligation of the Region to make any advance are solely for the benefit of the Region, its successors and assigns, and no other person shall have received standing to require satisfaction of any condition and no other person shall be deemed to be a beneficiary of any such other approvalscondition, opinions, any and all of which may be freely waived in whole or documents as either may reasonably requestin part by the Region at any time the Region deems it advisable to do so.

Conditions. The issuance, amendment or extension This Amendment shall be effective as of any Facility Letter of Credit is subject to the satisfaction in full Effective Date once all of the following conditions on the Issuance Date: (i) the Borrower shall have been satisfied or delivered to the Issuer at such times and Agent, in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer each case in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable substance satisfactory to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatAgent: (a) this Amendment executed by Borrower, Guarantors, Agent and at least the representations Required Lenders; (b) an Officer’s Certificate from each of Borrower and warranties contained each Guarantor certifying as to incumbency of officers, that since the date of the certificate delivered to Agent and the Lenders in Article IV connection with the closing of the Credit Agreement except for Borrower’s bylaws that are attached to its Officer’s Certificate and LandTel Communications, L.L.C.’s articles of organization attached to its Officer’s Certificate under this Section 2(b), no changes to its certificate of incorporation (or equivalent thereof) and its bylaws (or equivalent thereof), and that the resolutions adopted in connection with the closing of the Credit Agreement are correct have not been amended, rescinded or revoked (other than with respect to officer appointments made subsequent to the Closing Date, if applicable) and remain in all material respects full force and effect; (c) Certificates of Existence and Good Standing of Borrower and each Guarantor from its respective jurisdiction of incorporation; (d) Agent shall have received from Borrower, for the account of each Lender that executes and delivers a signature page hereto to Agent by noon (CST) on or before February 23, 2016 (each such Lender, a “Consenting Lender”, and as collectively, the “Consenting Lenders”), an amendment fee in an aggregate amount equal to $100,000 to be allocated to the Consenting Lenders on a pro rata basis among (i) the aggregate Revolving Commitments of such Issuance Date as though made on Consenting Lender and as (ii) the outstanding principal amount of the Term Loans held by such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier dateConsenting Lender; and (be) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either Agent may reasonably request.

Conditions. The issuance(a) Any Transfer Arrangement must be in a minimum amount of £5,000,000 (when aggregated with the relevant Existing Lender's Affiliates' and Related Funds' commitments and participations in that Interim Facility which are the subject of a Transfer Arrangement at that time) or, amendment if less, the whole of the relevant Existing Lender's commitments and participations in that Interim Facility and, in any case, in an amount such that (i) the aggregate amount of that Existing ▇▇▇▇▇▇'s commitments and participations in that Interim Facility after completing that Transfer Arrangement will either be zero or extension otherwise equal to or in excess of any Facility Letter £10,000,000 and (ii) the relevant New Lender will not be considered part of Credit is subject the "public" (having regard to the satisfaction in full interpretation of that term from time to time under article 4.1.(1) of Regulation (EU) No 575/2013 of the following conditions European Parliament and of the Council of 26 June 2013 on the Issuance Dateprudential requirements for credit institutions and investment firms). (b) A Transfer Arrangement by way of an assignment will only be effective on: (i) receipt by the Borrower shall have delivered to Interim Facility Agent (whether in the Issuer at such times and in such manner as Assignment Agreement or otherwise) of written confirmation from the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer New Lender (in form and content, provided, however, in substance satisfactory to the event of any conflict between Interim Facility Agent) that the terms of this Agreement and New Lender will assume the terms of same obligations to the Reimbursement Agreement, the terms of this Agreement shall controlother Interim Finance Parties as it would have been under if it was an Original Interim Lender; (ii) as performance by the Interim Facility Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the Issuance Date no order, judgment or decree completion of any court, arbitrator or governmental authority which the Interim Facility Agent shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable promptly notify to the Issuer Existing Lender and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit;New Lender; and (iii) the following statements shall recordation of such assignment on the Register. (c) A Transfer Arrangement by way of a transfer (including, for the avoidance of any doubt, a novation) will only be true, effective if the procedure set out in Clause 21.5 (Procedure for transfer) is complied with and the Agent and recordation of such Issuer shall have received a certificate, substantially in assignment on the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatRegister. (d) If: (ai) an Interim Lender assigns or transfers any of its rights or obligations under the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation Interim Documents or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier datechanges its Facility Office; and (bii) No Default as a result of circumstances existing at the date the assignment, transfer or Event change occurs, an Obligor would be obliged to make a payment to the New Lender or Interim Lender acting through its new Facility Office under Clause 13 (Increased Costs), then the New Lender or Interim Lender acting through its new Facility Office is only entitled to receive payment under that clause to the same extent as the Existing Lender or Interim Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (e) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of Default doubt, that the Interim Facility Agent has occurred and is continuing or would result from the issuance, authority to execute on its behalf any amendment or extension waiver that has been approved by or on behalf of such Facility Letter of Credit; (iv) the Issuer and requisite Interim Lender or Interim Lenders in accordance with this Agreement on or prior to the Agent shall have received such other approvals, opinions, date on which the transfer or documents as either may reasonably requestassignment becomes effective in accordance with this Agreement.

Conditions. The issuance, amendment or extension obligations of any Facility Letter of Credit is the Initial Purchasers to purchase the Securities under this Agreement are subject to the performance by each of the Company and the Guarantors of their respective covenants and obligations hereunder and the satisfaction in full of each of the following conditions conditions: (a) The Company shall have delivered executed copies of each of the Closing Transaction Documents in form and substance reasonably satisfactory to the Initial Purchasers on the Issuance Closing Date or, with respect to Collateral Agreements or Collateral Agreement Amendments to be delivered pursuant to Section 5(t) hereto and the certificates required to be delivered pursuant to Section 7(b)(ii) below, as otherwise required in accordance with the terms herein. (b) The Initial Purchasers shall have received on the Closing Date: (i) A certificate, dated the Borrower shall have delivered Closing Date, executed by the secretary of the Company and each Guarantor, certifying such matters as the Initial Purchasers may reasonably request and customary for transactions of this type, including (i) the resolutions as adopted by the Boards of Directors of the Company and each Guarantor in a form reasonably acceptable to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereofInitial Purchasers, and (ii) the proposed Facility Letter certificate of Credit shall be reasonably satisfactory to such Issuer in form incorporation and contentbylaws, providedor other organizational documents, however, in of each of the event of any conflict between the terms of this Agreement Company and the terms of the Reimbursement Agreement, the terms of this Agreement shall control;Guarantors. (ii) A certificate evidencing qualification by such entity as a corporation in good standing issued by the Secretaries of State (or comparable office) of each of the jurisdictions in which each of the Company and the Guarantors operates as of a recent date along with “bring-down” certificates evidencing such qualification dated the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of CreditClosing Date; (iii) from Ernst & Young LLP, the following independent accountants of the Company, (A) a customary initial comfort letter delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), dated the date hereof, in form and substance reasonably satisfactory to the Initial Purchasers and its counsel, with respect to the financial statements shall be trueand certain financial information contained in the Time of Sale Document, and (B) a customary “bring-down” comfort letter, dated the Agent Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers and its counsel, which includes, among other things, a reaffirmation of the statements made in its initial letter furnished pursuant to clause (A) with respect to such Issuer shall have received a certificatefinancial statements and financial information contained in the Time of Sale Document and the Final Offering Circular; (iv) Consent letter(s) of Netherland, ▇▇▇▇▇▇ & Associates, Inc., independent petroleum engineers for the Company, substantially in the form of Exhibit B attached hereto; and (v) Consent letter(s) of ▇.▇. ▇▇▇▇ and Associates, Inc., independent petroleum engineers for the certificate Company, substantially in the form of Exhibit C attached hereto. (vi) The opinion and 10b-5 statement of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel to the Company, dated the Closing Date, covering, in substance the matters listed on Exhibit D attached hereto, with such changes to the wording and scope thereof as are reasonably satisfactory to the Initial Purchasers, which opinion and 10b-5 statement shall also contain customary assumptions, qualifications, exceptions and limitations. (vii) Each of the local counsel to the Company listed on Schedule IV hereto shall have furnished to the Initial Purchasers, at the request of the Company, its written opinion, dated the Closing Date (or such later date as Exhibit Dmay be permitted in accordance with Section 5(t) hereof) and addressed to the Initial Purchasers, signed in form and substance customary for secured notes offerings by a duly oil and gas development and exploration companies. (viii) A certificate, executed by an authorized officer of the Borrower Company, dated as of the Issuance Date stating that: Closing Date, to the effect that (a1) the representations and warranties of the Company and the Guarantors contained in Article IV of this Agreement are herein shall be true and correct in all material respects on as of the date when made and as of such Issuance the Closing Date as though made on at that time (except for representations and warranties that speak as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier a specific date, in which case such representation or warranty is shall be true and correct in all material respects as of such earlier date), (2) the Company and the Guarantors shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company and the Guarantors, as applicable, at or prior to the Closing Date, (3) since the date of the most recent balance sheet contained in the Time of Sale Document there shall not have been any Material Adverse Effect or any development involving or which could reasonably be expected to result in a Material Adverse Effect, (4) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority of competent jurisdiction that would, as of the Closing Date, render impossible the issuance or sale of the Notes or the issuance of the Guarantees; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Notes or the issuance of the Guarantees and (5) to the best of his knowledge, except as disclosed in the Time of Sale Document and the Final Offering Circular, there are no proceedings pending or, to the Company’s knowledge threatened that seek to restrain, enjoin, prevent the consummation of, or otherwise challenge any of the Transaction Documents or any of the transactions contemplated therein. (ix) The statements of the Company and the Guarantors and their respective officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date. (x) A customary opinion letter and 10b-5 statement, dated the Closing Date, from Proskauer Rose LLP, in form satisfactory to the Initial Purchasers. (c) The Collateral Agent shall have received on the Closing Date: (i) Appropriately completed copies of Uniform Commercial Code financing statements (to the extent necessary to perfect or maintain perfection of Liens on the Collateral as described in the Time of Sale Document) and certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party reasonably acceptable to the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company or any Guarantor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any collateral described in any Collateral Agreement), other than any such financing statements that are being released in connection with the Transactions or that evidence Permitted Liens; and (bii) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either the Collateral Agent may reasonably requestrequest in form and substance reasonably satisfactory to the Collateral Agent; (d) The Collateral Agent and its counsel shall be satisfied that (A) the Lien granted to the Collateral Agent, for the benefit of the Secured Parties in the collateral described above is of the priority described in the Time of Sale Document and the Final Offering Circular and (B) no Lien exists on any of the collateral described above, other than (1) Liens created in favor of the Collateral Agent, for the benefit of the Secured Parties pursuant to a Collateral Agreement and the Collateral Agreement Amendments, as applicable, and (2) Permitted Liens; (e) The Company and the Guarantors shall have obtained all governmental regulatory or third-party consents and approvals, if any, necessary for the sale of the Securities. (f) The Initial Purchasers shall have received (i) satisfactory evidence that the Company shall have received an amendment or consent to permit the Transactions under the Senior Credit Agreement and (ii) a fully executed copy of the Supplemental Indenture. (g) Subsequent to the respective dates as of which information is given in the Time of Sale Document (exclusive of any amendment or supplement thereto), there shall not have been any Material Adverse Change that could, in the judgment of the Initial Purchasers, be expected to (i) make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Document and the Final Offering Circular, or (ii) materially impair the investment quality of any of the Securities. (h) Any outbreak or escalation of hostilities or other national or international calamity or crisis, including acts of terrorism, or material adverse change or disruption in economic conditions in, or in the financial markets of, the United States (it being understood that any such change or disruption shall be relative to such conditions and markets as in effect on the date hereof), if the effect of such outbreak, escalation, calamity, crisis, act or material adverse change in the economic conditions in, or in the financial markets of, the United States could be reasonably expected to make it, in the judgment of the Initial Purchasers, impracticable or inadvisable to market or proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Time of Sale Document and the Final Offering Circular or to enforce contracts for the sale of any of the Securities. (i) Trading or a suspension or limitation of trading generally in securities on the New York Stock Exchange, the NYSE Amex LLC or the NASDAQ National Market or any setting of limitations on prices for securities occurs on any such exchange or market or (ii) the declaration of a banking moratorium by any Governmental Authority has occurred or the taking of any action by any Governmental Authority after the date hereof in respect of its monetary or fiscal affairs that, in the case of clause (i) or (ii) of this paragraph, in the judgment of the Initial Purchasers, could reasonably be expected to have a material adverse effect on the financial markets in the United States. (j) All corporate proceedings and other legal matters incident to the authorization, form and validity of the Transaction Documents and the Transactions and all other legal matters relating of the offering, issuance and sale of the Securities and the Transactions shall be reasonably satisfactory in all material respects to counsel to the Initial Purchasers; and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Amendment is subject expressly contingent upon Borrowers' delivery to the satisfaction in full Agent of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times amounts and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereofdocuments, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, howevercontent acceptable to Agent, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatits sole discretion: (a) This Amendment executed by the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; andBorrowers; (b) No Default or Event Copies of Default has occurred the resolutions of the New Borrower's governing boards, certified by the secretaries of the New Borrower as of the date of this Amendment, authorizing the execution, delivery and is continuing or would result from performance of this Amendment, the issuanceother Loan Documents, amendment or extension of such Facility Letter of Creditand each other document to be delivered pursuant hereto; (ivc) Copies of the Issuer New Borrower's charter or articles of organization, as applicable, all certified as of the most recent date practicable by the Secretary of State of its incorporation or formation, together with certificates dated the date of this Amendment of the New Borrower's secretary to the effect that such charters or articles of organization have not been amended since the date of the aforesaid Secretary of State certifications; (d) Copies of the New Borrower's by-laws or operating agreement, as applicable, all certified by the New Borrower's secretary as of the date of this Amendment; (e) Certificates dated as of the date of this Amendment of the New Borrower's secretary as to the incumbency and signatures of the officers of the New Borrower executing this Amendment, the other Loan Documents, and each other document to be delivered pursuant hereto; (f) Certificates, as of the most recent dates practicable, of the aforesaid Secretary of State, the Secretary of State of each state in which each Borrower is qualified as foreign corporations or entities and of the department of revenue or taxation of the foreign states as to the good standing of each Borrower; (g) Written opinions of Bass, Ber▇▇ & Sim▇, ▇LC, each Borrowers' counsel, dated the date of this Amendment and addressed individually to Agents and Banks, in form reasonably satisfactory to the Agents and Banks. (h) Payment of all reasonable costs and expenses incurred by Agent shall have received such other approvalsin connection with the Amendment, opinionsincluding, or documents as either may reasonably requestwithout limitation, reasonable attorneys' fees. (i) Payment to Agent of an amendment fee in the amount of $275,000.00, to be paid pro-rata to the Banks.

Conditions. The issuance, amendment or extension agreement of any Facility Letter the Lender contained in Clause 3 (Agreement of Credit is the Lender) shall be expressly subject to the satisfaction in full of condition that the following conditions on the Issuance Date: (i) the Borrower Lender shall have delivered to received on or before the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer Effective Date in form and content, provided, however, in substance satisfactory to the event Lender and its legal advisers: a. a duly certified true copy of the Articles of Incorporation and/or of any conflict between other constitutional documents, as the terms case may be, of this Agreement the New Corporate Guarantor and of any corporate shareholder thereof; b. a statement to the Lender confirming the identity of the Beneficial Shareholder(s) of the New Corporate Guarantor in line with “know your customer” procedures of the Lender for opening account purposes, who should be acceptable in all respects to the Lender; c. a certificate of good standing or equivalent document issued by the competent authorities of the place of its incorporation in respect of the New Corporate Guarantor; d. a certificate of good standing or equivalent document issued by the competent authorities of the place of its incorporation in respect of each of the Borrowers and the terms other corporate Security Parties; e. a recent certificate of incumbency of each corporate Security Party issued by the appropriate authority or, as appropriate, signed by the secretary or a director thereof, stating the officers and the directors of each of them; f. certified and duly legalised copies of resolutions duly passed by the Board of Directors, or the Sole Director as the case may be, of each of the Reimbursement Agreement, Borrowers and the terms other Security Parties and certified and duly legalised copies of the resolutions passed at a meeting of the shareholders of each of the Borrowers evidencing approval of each of the New Transaction Documents to which the relevant Security Party is or is to be a party and authorising appropriate officers or attorneys to execute the same and to sign all notices required to be given under this Supplemental Agreement on its behalf or other evidence of such approvals and authorisations as shall controlbe acceptable to the Lender; (iig. all documents evidencing any other necessary action or approvals or consents with respect to this Supplemental Agreement evidencing approval of each of the New Transaction Documents and authorising appropriate officers or attorneys to execute the same and to sign all notices required to be given under this Supplemental Agreement on its behalf or other evidence of such approvals and authorisations as shall be acceptable to the Lender; h. the original of any power(s) of attorney of the New Corporate Guarantor issued in favour of any person executing each of the New Transaction Documents; i. any and all documents evidencing the transfer of the entire stock of the Borrower from the Existing Corporate Guarantor to the New Corporate Guarantor and any other evidence that the Borrower is, or shall be become as of the Issuance Date no orderSpinoff Date, judgment a fully owned Subsidiary of the New Corporate Guarantor; j. all documents evidencing any other necessary action or decree of any court, arbitrator approvals or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable consents with respect to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of CreditNew Transaction Documents; (iii) k. such favourable legal opinions from lawyers acceptable to the following statements shall be true, Lender and the Agent and such Issuer shall have received a certificate, substantially its legal advisors in the form of New Transaction Documents as the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier dateLender shall require; and (b) No Default or Event of Default has occurred and is continuing or would result from l. the issuance, amendment or extension of such Facility Letter of Credit; (iv) New Transaction Documents duly executed by the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestrespective parties thereto.

Conditions. 3.01 The issuanceobligations of the Banks to accept as from the Effective Date the requests mentioned in Whereas B, amendment or extension of any Facility Letter of Credit is shall be subject to the satisfaction in full condition that the Agent on behalf of the Banks has received the following conditions documents in form satisfactory to the Agent and its legal advisors (to the extent not satisfied as a condition precedent to the drawing under the Loan Agreement): (a) This Supplemental Agreement duly executed by the parties hereto, and (b) The Certificate of incorporation or similar in respect of the Borrower and KNOT Offshore Partners LP, and (c) The articles of association in respect of the Borrower, and (d) The Partnership Agreement for KNOT Offshore Partners LP, and (e) A certificate of good standing for KNOT Offshore Partners LP, and (f) A copy of the certificate of incorporation and constitutional documents of KNOT Offshore Partners UK LLC and KNOT Offshore Partners GP LLC, and (g) Resolutions from the board of directors of the Borrower in respect of this Supplemental Agreement, and (h) The Security Documents duly executed by the Borrower (to the extent applicable), and (i) Closing of the IPO, and capitalisation of KNOT Offshore Partners LP, has been completed on terms satisfactory to the Issuance Date:Banks, and (j) Satisfactory evidence that KNOT Offshore Partners LP is listed at the New York Stock Exchange, and (k) Satisfactory evidence that KNOT Offshore Partners LP is the direct or indirect owner of 100 % of the shares and voting rights in the Borrower; and (l) Evidence that:- (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, Vessel is registered in the event of any conflict between the terms of this Agreement and the terms name of the Reimbursement Agreement, Borrower in the terms of this Agreement shall control;Norwegian International Ship Register, (ii) as the Vessel is in the absolute and registered ownership of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit;Borrower, (iii) the Mortgage is registered against the Vessel in favour of the Agent with first priority, and (iv) the Vessel complies with the ISM Code requirement set forth in Clause 17.8 of the Loan Agreement, and (m) A copy of the omnibus agreement, evidencing the Sponsor Undertaking, and (n) Satisfactory evidence that all fees in accordance with Clause 3.03 below has been paid, and (o) Favourable legal opinions as the Agent may require from the jurisdictions involved. 3.02 The following statements condition shall be true, and fulfilled within 5 Business Days after the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatEffective Date: (a) Satisfactory evidence that the representations and warranties contained Second Windsor Loan has been repaid in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestfull.

Conditions. The issuance, amendment or extension This Amendment shall become effective as of any Facility Letter of Credit is subject to the satisfaction in full of date (the "Amendment Effective Date") upon which the following conditions on the Issuance Dateshall have been satisfied: (i) the Borrower 4.1. The Agent shall have delivered to executed a counterpart of this Amendment and received the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereoffollowing, and the proposed Facility Letter all of Credit which shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable substance satisfactory to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatits counsel: (a) the representations and warranties contained in Article IV counterparts of this Agreement are correct Amendment executed by the Borrowers, the Guarantors and the Lenders; (b) a Tranche A Note and Tranche B Note payable to the order of each Lender duly executed by Astec in all material respects on and as the amount of such Issuance Date as though made on Lender's Tranche A Commitment and as Tranche B Commitment, respectively (after giving effect to the Commitment Increase); (c) a certificate of the Secretary or Assistant Secretary of each Credit Party with respect to attached resolutions of its Board of Directors authorizing the execution and delivery of this Amendment, which certificate shall also be to the effect that the articles or certificate of incorporation and by-laws of such Issuance Date except Credit Party delivered to the extent that Agent at the time of the initial Credit Extension continue to be in full force and effect and have not been amended (or if any such representation Credit Party did not deliver to the Agent copies of its articles or warranty is stated certificate of incorporation and by-laws at such time, copies thereof, certified by its Secretary or Assistant Secretary); (d) a certificate of good standing or existence for each Credit Party, certified by the appropriate governmental officer in such Credit Party's jurisdiction of incorporation; (e) an incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor that has not theretofore delivered such a certificate to relate solely to an earlier datethe Agent, in which case such representation or warranty is correct in all material respects as shall identify by name and title and bear the signature of the officers of such earlier dateGuarantor authorized to execute this Amendment and the Loan Documents, upon which certificate the Lenders and the Agent shall be entitled to rely until informed of any change in writing by Astec; (f) a written opinion of counsel for each Credit Party, addressed to the Agent and the Lenders; and (g) such other documents as any Lender or its counsel may have reasonably requested. 4.2. Astec shall have paid the following fees: (a) an up-front fee in the amount set forth in the Abbreviated Term Sheet for the Amendment and Increase dated May 5, 1999 (the "Term Sheet"), payable to the Agent, for the ratable benefit of the Lenders based their respective shares of the Commitment Increase, (b) No Default or Event of Default has occurred an arrangement fee to Banc One Capital Markets, Inc. in accordance with the Fee Letter dated May 5, 1999 among First Chicago, Banc One Capital Markets, Inc. and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit;Astec, (ivc) amendment fees to Amsouth Bank and First American National Bank in the respective amounts set forth in the Term Sheet, and (d) all fees, costs and expenses required to be paid by it pursuant to Section 6.3 hereof and for which an invoice has been submitted to it. 4.3. The Borrowers shall have paid to the Agent for the account of each Lender in accordance with its Percentage (before giving effect to this Amendment) the Issuer Commitment Fee accrued to and including the Agent Amendment Effective Date. 4.4. The Borrowers shall have received repaid all Tranche A Revolving Loans and Tranche B Revolving Loans and reborrowed Tranche A Revolving Loans and Tranche B Revolving Loans from each of the Lenders in the amounts necessary to cause the aggregate outstanding principal amount of Revolving Loans of each Lender to equal the product of the aggregate outstanding principal amount of Revolving Loans, multiplied by such other approvalsLender's Percentage (after giving effect to this Amendment). 4.5. The Borrowers shall have paid the Lenders all amounts required to be paid pursuant to Section 3.5 of the Credit Agreement in connection with the repayment of Revolving Loans on the Amendment Effective Date. Promptly following the Amendment Effective Date, opinions, or documents as either may reasonably requestthe Lenders shall return to Astec the Tranche A Notes and Tranche B Notes delivered by Astec at the time of the initial Credit Extension.

Conditions. The issuance2.1 Before Clause 4 of this Supplemental Agreement shall take effect, amendment the Borrower shall deliver or extension of any Facility Letter of Credit is subject cause to be delivered to or to the satisfaction in full order of the Agent the following conditions on documents and evidence:- 2.1.1 A certificate from a duly authorised officer of each of the Issuance Date:Security Parties (i) confirming that none of the Borrower shall have documents delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required Agent pursuant to clauses 3.1.1 and 3.1.4 of the terms thereofLoan Agreement have been amended or modified in any way since the date of their delivery to the Agent, or copies, certified by a duly authorised officer of the Security Party in question as true, complete, accurate and neither amended nor revoked, of any which have been amended or modified and (ii) setting out the names of the directors, officers and (other than the Guarantor) the shareholders of that Security Party. 2.1.2 A copy, certified by a director or the secretary of the Security Party in question as true, complete and accurate and neither amended nor revoked, of a resolution of the directors and a resolution of the shareholders of each Security Party (together, where appropriate, with signed waivers of notice of any directors' or shareholders' meetings) approving, and authorising or ratifying the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and contentexecution of, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Supplemental Agreement, the terms of this Agreement shall control; (ii) as of Confirmation Deed, the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Confirmation Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent Mortgage Addenda. 2.1.3 The notarially attested and such Issuer shall have received a certificate, substantially legalised (in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except either case to the extent that any such representation or warranty is stated to relate solely to an earlier daterequired by applicable law) power of attorney of each of the Security Parties under which this Supplemental Agreement, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuanceConfirmation Deed, amendment or extension of such Facility the Confirmation Letter of Credit; (iv) the Issuer and the Mortgage Addenda is to be executed by that Security Party. 2.1.4 Evidence of payment to the Agent shall of an amendment fee of nought point three five per cent (0.35%) of the Maximum Facility Amount to be allocated among the Banks in proportion to their Proportionate Shares for the account of each of the Banks who have received such other approvalsconsented to the Request. 2.1.5 This Supplemental Agreement, opinionsthe Confirmation Deed, or documents as either may reasonably requestthe Confirmation Letter and the Mortgage Addenda duly executed by all parties thereto together with evidence of the registration of the Mortgage Addenda at the Panamanian Ship Registry.

Conditions. The issuance, amendment or extension Delivery by Banks of any Facility Letter of Credit Precious Metal under this Agreement is subject to the satisfaction following conditions precedent: (a) The representations and warranties set forth in full Section 10 of this Agreement shall be true and correct on and as of the following conditions date of this Agreement and the date each Delivery is made. (b) Buyer shall have executed and delivered to Banks, or caused to be executed and delivered to Banks, on or prior to the Issuance Datedate of execution of this Agreement, the following, each in form and substance satisfactory to Banks in their sole discretion, and all other documents reasonably necessary to consummate the transactions contemplated hereby: (i) the Borrower shall have delivered to the Issuer at such times All required security documents, including, but not limited to, any and in such manner all UCC-1 financing statements, landlord waivers, collateral assignments of patents, trademarks and service marks as the Issuer may reasonably prescribe collateral and collateral assignments of leases executed by a Reimbursement Agreement and such other documents and materials Duly Authorized Officer of Buyer, as may be reasonably required pursuant by Agent; (ii) A certificate of the Secretary or Assistant Secretary of Buyer certifying to the terms thereofvotes of Buyer's board of directors authorizing the execution, delivery and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms performance of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of CreditSecurity Documents; (iii) A certificate of the following statements shall be true, Secretary or Assistant Secretary of Buyer certifying the names of the officers of Buyer authorized to sign this Agreement and the Agent Security Documents and any other documents or certificates (or any amendments thereto) to be delivered pursuant to this Agreement (or any amendments thereto) by Buyer or any of its officers, together with the true signatures of such Issuer officers, on which certificates the Banks may conclusively rely until they shall have received receive a certificate, substantially in further certificate canceling or amending the form prior certificate and submitting the signatures of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained officers named in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Creditfurther certificate; (iv) A certificate of the Issuer Secretary of State of the state of incorporation (and all foreign jurisdictions in which Buyer is qualified) of Buyer, dated reasonably near the date of this Agreement, stating that Buyer is duly organized and in good standing in such state and has filed all annual reports and has paid all franchise taxes required to be filed or paid to the date of such certificate; (v) A certificate of the Secretary or Assistant Secretary of each Guarantor certifying to the votes of each Guarantor's board of directors authorizing the execution, delivery and performance of the Security Documents (as applicable); (vi) A certificate of the Secretary or Assistant Secretary of each Guarantor certifying the names of the officers of each Guarantor authorized to sign the Security Documents (as applicable) and any other documents or certificates (or any amendments thereto) to be delivered pursuant to this Agreement (or any amendments thereto) by each Guarantor or any of its officers, together with the true signatures of such officers, on which certificates the Banks may conclusively rely until they shall receive a further certificate canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate; (vii) A certificate of the Secretary of State of the state of incorporation (and all foreign jurisdictions in which each Guarantor is qualified) of each Guarantor, dated reasonably near the date of this Agreement, stating that each Guarantor is duly organized and in good standing in such state and has filed all annual reports and has paid all franchise taxes required to be filed or paid to the date of such certificate; (viii) A favorable written opinion of Buyer's Counsel, dated the date of this Agreement, satisfactory to Banks and their respective counsel in scope and substance, with respect to the matters set forth in subsections 11(b) and (e); and further to the effect that this Agreement and the Agent shall Security Documents have received such been duly authorized, executed and delivered by Buyer and the Guarantors and constitute the legal, valid, binding obligations of Buyer and each of the Guarantors enforceable in accordance with their terms; (ix) A certificate signed by Buyer's chief executive or chief financial officer to the effect stated in (c) below; and (x) Such other approvals, opinions, or supporting documents and legal opinions as either Banks may reasonably request. (c) No Event of Default nor any event which with notice or the lapse of time, or both, would constitute an Event of Default shall have occurred. (d) Evidence that the real property located at 60 and 70 South MacQuesten Parkway, Mt. Vernon, New York (the "Real Propert▇") ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ a reputable real estate agent. (e) Receipt of Buyer prepared financial statements for the eleven month period ended December 31, 2002 and pro-forma fiscal year end February 1, 2003 financial statements. (f) Receipt of management prepared projections for the fiscal year end January 31, 2004, which projections must include monthly balance sheets, profit and loss statements, cash flow, covenant calculations and borrowing base calculations. (g) All legal matters incident to the transactions hereby contemplated shall be satisfactory to counsel for the Banks. (h) The Banks shall have received payment in full of all fees and expenses referred to herein which are payable on or before the date of execution of this Agreement and Sovereign and ABN shall have received payment in full of all fees and expenses referred to in the Fee Letter. (i) The Banks have received the fully executed Mitsui Letter Agreement.

Conditions. The issuanceBank's obligations under the Agreement, amendment or extension of any Facility Letter of Credit is as hereby amended, are subject to the satisfaction in full of the following conditions on the Issuance Dateconditions: 1. Bank and Borrowers shall have executed and delivered this Amendment. 2. Borrowers shall have paid Bank an amendment fee in the amount of $25,000.00. 3. Borrowers shall have executed and delivered such mortgages or deeds of trust as are necessary, in Bank's discretion, to mortgage to Bank 100% of all of Borrowers' Oil and Gas Properties given value by Bank in the Borrowing Base as well as any interest of any Borrower in properties currently being developed either (i) through the Borrower shall joint venture agreement with Penn-Virginia Oil and Gas Corporation or (ii) with proceeds from Borrowers' recently completed subordinated debt issue. 4. Borrowers shall, or will from time to time, have delivered to the Issuer at executed such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement additional mortgages, deeds of trust, financing statement and such other documents as are deemed necessary by Bank in order to perfect a lien in favor of Bank in and materials to those Oil and Gas Properties necessary to achieve the percentages required by the covenants set forth herein. 5. Each Borrower's representations and warranties set forth in Section B hereof shall be true and correct on and as may be reasonably required pursuant to of the terms thereofdate hereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event date of any conflict between subsequent advance with the terms of this Agreement same effect as though such representation and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects warranty had been on and as of such Issuance Date as though made date. 6. Each Borrower shall have delivered copies of any amendments to each such Borrower's Articles of Incorporation and/or Certificate of Incorporation and all amendments to each such Borrower's by laws occurring subsequent to the date of the Original Agreement accompanied by a certificate issued by the secretary or an assistant secretary of the Borrowers, to the effect that each such copy is correct and complete or a certificate that no such amendments have occurred; 7. Each Borrower shall have delivered a current certificate of incumbency and signature of all of each Borrower's officers who are authorized to execute Loan Documents on behalf of such Borrower, executed by the secretary or an assistant secretary of such Borrower; 8. Each Borrower shall have delivered copies of corporate resolutions approving this Sixth Amendment, the Replacement Note and any other documents required by Bank to be executed by each Borrower authorizing the transactions contemplated herein and therein, duly adopted by the board of directors of each of the Borrowers, accompanied by a certificate of the respective secretary or an assistant secretary of each Borrower, to the effect that such copies are true and correct copies of resolutions duly adopted at a meeting or by unanimous consent of the board of directors of each Borrower and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified, or revoked in any respect, and are in full force and effect as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as date of such earlier date; andcertificate; (b) No Default or 9. Borrowers shall have satisfied all conditions set forth in the Agreement. 10. As of the date hereof, and the date of any subsequent Advance, no Event of Default has nor any event which, with the giving of notice or lapse of time, would constitute an Event of Default shall have occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestbe continuing.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is (a) Buyer's obligation to purchase the Property shall be subject to and contingent upon the satisfaction or waiver (which waiver shall be in full writing except where failure to respond constitutes waiver as provided in Section 2 above) by Buyer of the following conditions on the Issuance Dateprecedent: (i) Buyer's inspection and approval, within the Borrower shall have delivered Inspection Period, of all physical, environmental, economic and legal matters relating to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required Property, pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control;Section 2.3 above. (ii) as Buyer's written notification to Seller on or before December 5, 1997 of Buyer's receipt and approval of MAI appraisals of all of the Issuance Date no orderLocations, judgment or decree performed on behalf of any courtBuyer and at Buyer's expense, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing which result in an aggregate appraised fair market value of the Facility Letter Locations of Credit and no law, rule or regulation applicable to not less than the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit;Purchase Price. (iii) The willingness of Title Company or some other reputable title insurer to issue its Texas standard owner's form policies of title insurance (collectively "Buyer's Title Policies"), insuring Buyer in the following statements shall amount of the Purchase Price allocated to each Location as set forth on Exhibit B, respectively, that title to such Location is vested of record in Buyer on the Closing Date, subject only to the printed conditions and exceptions of such policy and such other exceptions as approved by Buyer during the Inspection Period; with extended coverage endorsements, if available, insuring over the general exceptions and/or exclusions otherwise contained in such title policies. (iv) Satisfaction or waiver of each and every condition to closing to be truesatisfied or waived by Seller as set forth in that certain Agreement for Purchase and Sale of Real Property dated as of even date herewith by and between Metric Income Trust Series, Inc. and Buyer with respect to certain real property located in the states of California and Georgia as more particularly described therein (the "Companion Contract") and the Agent and such Issuer shall have received a certificate, substantially in the form closing of the certificate attached hereto as Exhibit D, signed by a duly authorized officer transactions contemplated therein concurrently with the closing of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; andtransactions contemplated hereby. (b) No Default Notwithstanding anything in this Agreement to the contrary, Seller's obligation to sell the Property shall be subject to and contingent upon the satisfaction or Event waiver by Seller of Default has occurred and is continuing the following conditions precedent: (i) [Omitted Intentionally] (ii) The willingness of Title Company to issue the Buyer's Title Policies. (iii) Buyer's timely satisfaction or would result from waiver of the issuance, amendment or extension of such Facility Letter of Credit;conditions set forth in Section 3.1(a)(i) through (iii) above. (iv) Satisfaction or waiver of each and every condition to closing to be satisfied or waived by Buyer as set forth in that certain Agreement for Purchase and Sale of Real Property dated as of even date herewith by and between Metric Income Trust Series, Inc. and Buyer with respect to certain real property located in California and Georgia as more particularly described therein (the Issuer "Companion Contract") and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestclosing of the transactions contemplated therein concurrently with the closing of the transactions contemplated hereby.

Conditions. The issuance, amendment or extension advance of any Facility Letter Loans shall be conditioned upon: a. on the initial Funding Date only receipt by Lender of Credit is subject to the satisfaction in full all of the following conditions on the Issuance Datefollowing: (i) Evidence of the Borrower shall have delivered authority for each of IEL, SGI and SGIH to execute, deliver and perform the Financing Agreements to which each is a party; (ii) Executed Convertible Promissory Note (the "Note") - Exhibit A; (iii) Executed Guaranty of the Note of SGI and SGIH - Exhibit C; (iv) Executed Pledge and Security Agreement of IEL Shares acquired by SGIH subsequent to the Issuer at such times date hereof- Exhibit B; (v) Executed copy of Security Agreement - Exhibit E; (vi) Executed Warrant Agreement - Exhibit D; (vii) Opinion of Counsel for SGI and SGIH; (viii) Resolutions of the Board of Directors of IEL, SGI and SGIH, certified by the Secretary thereof, authorizing execution of the Financing Agreements and all transactions and obligations contained therein; and (ix) the holders of the Shares which are being held in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required escrow by Montreal Trust Company of Canada pursuant to the terms thereofEscrow Agreement dated as of May 27, 1992 having entered into a binding agreement effective as of the date of execution to have SGI redeem their Shares at a redemption ratio of 1 newly issued Share for every 3 escrow Shares redeemed; and b. on each Funding Date, including the initial Funding Date, each of the following conditions have been satisfied in all material respects: (i) there not being an uncured Event of Default under this Agreement; (ii) there not being a material uncured default under the Software License and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Software Services Agreement and the terms of the Reimbursement Services Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no ordereach dated November 7, judgment or decree of any court1995, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit between IEL and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; Singapore Airlines Ltd.; (iii) no bankruptcy, reorganization or insolvency proceedings, including, without limitation, an assignment for the following statements shall be truebenefit of creditors having been instituted by or against any of SGI, and SGIH or IEL and, if instituted against any of SGI, SGIH or IEL, such proceedings having been consented to (except for any of the Agent and such Issuer shall have received foregoing due to HIIC's failure to fund its obligations to IEL or to advance the Loan when required hereby); (iv) there not having been a certificate, substantially material adverse change from the existing 1997 Annual IEL business plan as adopted by the Board of Directors of IEL; (v) there not being a material adverse change in the form financial condition of SGI, on a stand alone basis prior to the amalgamation of IEL with and into SGI, except as a result of the certificate attached hereto as Exhibit Dwritedown of SGI's real estate assets; (vi) following execution of binding documents with respect to such transaction, signed by there not being a duly authorized officer material breach of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV the agreements to effect the amalgamation of this Agreement are correct in all material respects on IEL and as SGIH or the amalgamation of such Issuance Date as though made on SGI and as IEL; and (vii) there not being any litigation which would or could reasonably be expected to have the effect of such Issuance Date except to halting or materially delaying the extent that any such representation amalgamation of IEL and SGIH or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as the amalgamation of such earlier date; and (b) No Default or Event of Default has occurred SGI and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestIEL.

Conditions. The issuanceNotwithstanding anything to the contrary contained elsewhere in the Agreement, amendment or extension the obligation of any Facility Letter of Credit is Lender to extend the Maturity Date, increase the Subordinated Debt Amount and otherwise modify the Original Agreement as contemplated by this First Amendment shall be subject to the performance by the Borrower prior to the date on which this First Amendment is executed (the “Amendment Closing Date”) of all of its agreements theretofore to be performed under the Agreement and to the satisfaction in full of the following conditions on precedent. The obligation to make any further disbursement of proceeds under the Issuance Facility is, and shall remain, subject to the conditions precedent in the Original Agreement and to the receipt by Lender of all the following in form and substance satisfactory to Lender and its counsel, and, where appropriate, duly executed and dated the Amendment Closing Date: (i) a certificate of good standing of Borrower, certified by the Borrower shall have delivered to appropriate governmental official in its jurisdiction of incorporation and dated within the Issuer at such times and in such manner as five business days preceding the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controldate hereof; (ii) as copies, certified by the Secretary or Assistant Secretary of Borrower, of the Issuance Date no order(a) resolutions duly adopted by the board of directors of Borrower authorizing the execution, judgment or decree delivery and performance of any courtthis First Amendment and the other documents to be delivered by Borrower pursuant to this First Amendment (the “Amendment-Related Documents”), arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing and (b) the Facility Letter Bylaws of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of CreditBorrower as currently in effect; (iii) the following statements shall be true, an amended and the Agent and such Issuer shall have received a certificaterestated Subordinated Note, substantially in the form of the certificate Exhibit A attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credithereto; (iv) a written opinion of counsel for Borrower, addressed to Lender, substantially in the Issuer and form of Exhibit B attached hereto; and (v) a permit issued by the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestCCFI authorizing Borrower to sell the additional $25,000,000 of Subordinated Debt contemplated by this First Amendment.

Conditions. The issuance, amendment or extension No part of any Facility Letter of Credit is subject to the satisfaction in full of the following conditions on the Issuance Date: (i) this Amendment shall become effective until the Borrower shall have delivered (or shall have caused to be delivered) to the Issuer at such times and in such manner as Agent each of the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, howeverfollowing, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatProper Form: (a) certificates dated as of the representations date hereof of the Secretary or any Assistant Secretary of the Borrower and warranties contained in Article IV each of the Guarantors (including, without limitation, Wholesale) as of the date hereof, authorizing the execution, delivery and performance of this Amendment, the Loan Documents described in SECTION 16 hereof, and such other related documents and information as the Lenders may request; (b) an Additional Security Agreement are and a Joinder Agreement, each of even date herewith, each executed and delivered by Wholesale; (c) certificates issued by the appropriate governmental authorities from the States of Delaware and Texas as to the existence, good standing and qualification to do business in Texas of the Borrower and the Guarantors; (d) copies of all billing contracts between the Borrower or any of its Subsidiaries and third-party billing services (including, without limitation, ACUS, Claremont and Centillion), certified by the Secretary or Assistant Secretary of the Borrower or such Subsidiary (as the case may be) as being true, correct in and complete copies of all material respects on such contracts; (e) a listing and aging of accounts receivable of the Borrower and its Subsidiaries as of such Issuance Date as though made on the date of this Amendment; (f) a Notice of Entire Agreement executed by the Company and each of the Guarantors as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, date hereof; (g) the Lenders' restructuring fee in which case such representation or warranty is correct in all material respects as the amount of such earlier date$50,000; and (bh) No Default or Event evidence of Default has occurred the payment of any and is continuing or would result from all legal fees and expenses incurred to date by the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer Agent and the Agent shall have received such other approvalsLenders in connection with this Amendment (including, opinionswithout limitation, or documents as either may reasonably requestthe negotiation and preparation of this Amendment and the related Loan Documents).

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to the satisfaction in full of This Second Amendment shall not be effective until the following conditions on have been satisfied, with all documents to be delivered to the Issuance DateLender to be in form and substance satisfactory to the Lender: (a) The Lender shall have received the following documents, appropriately executed and acknowledged and in multiple counterparts as requested by the Lender: (1) This Second Amendment executed by each party hereto; (2) Revolving Note executed by the Borrower in the principal face amount of $40,000,000.00; (3) Term Note executed by the Borrower in the principal amount of $5,000,000.00; (4) Certificates of the appropriate Tribunals of the State of Texas, dated reasonably near the date of this Second Amendment, to the effect that the Borrower is duly incorporated and in good standing with respect to the payment of all franchise and similar Taxes; (5) Certificates of the appropriate Tribunals of the State of Louisiana, dated reasonably near the date of this Second Amendment, to the effect that the Borrower is duly qualified as a foreign corporation and in good standing with respect to the payment of all franchise and similar Taxes; (6) A copy of the articles of incorporation of the Borrower and all amendments thereto, accompanied by a certificate issued by the secretary of the Borrower that such copies are correct and complete; (7) A copy of the by-laws of the Borrower and all amendments thereto, accompanied by a certificate issued by the secretary of the Borrower that such copies are correct and complete; (8) A copy of the corporate resolutions of the Borrower, approving this Second Amendment and the related Loan Documents to which it is a party and authorizing the transactions contemplated therein, duly adopted by its board of directors and accompanied by a certificate of the secretary of the Borrower to the effect that such copy is a true and correct copy of resolutions duly adopted by written consent or at a meeting of the board of directors, that such resolutions constitute all the resolutions adopted with respect to such transactions, and that such resolutions have not been amended, modified or revoked in any respect, and are in full force and effect as of the date of this Second Amendment; (9) The following documents creating, evidencing and perfecting Liens in favor of the Lender to secure the Obligations: (i) an Act of Second Supplement and Amendment to Mortgage, Collateral Assignment, Security Agreement and Financing Statement between the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control;Lender; and (ii) as of UCC Financing Statement amendments associated with the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Creditdocument described in (i) above; (iii10) the following statements shall be trueAmended and Restated Warrant executed by the Borrower and acknowledged by the Lender; (11) the Second Warrant executed by the Borrower; (12) the Amended and Restated Registration Rights executed by the Borrower and the Lender; and (13) Such other agreements, documents, instruments, opinions, certificates, waivers, consents, and evidence as the Agent Lender may reasonably request in compliance with or to accomplish the terms and such Issuer shall have received a certificate, substantially in the form provisions of any of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier dateLoan Documents; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent The Lender shall have received such other approvals, opinions, or documents as either may reasonably requestthe fee for the increase in the Borrowing Base pursuant to Section 2.10.

Conditions. The issuance, amendment On or extension of any Facility Letter of Credit is subject prior to the satisfaction in full of the following conditions on the Issuance Amendment Date: (i) 9.1. Each Borrower shall have duly executed and delivered to the Agent a Revolving Note for each Lender, dated as of June 27, 1996; 9.2. Each Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially an Officers Certificate in the form of Exhibit 5.4.1 to the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) Credit Agreement certifying that the representations and warranties contained in Article IV Section 7 of this the Credit Agreement are true and correct in all material respects on and as of such Issuance the Amendment Date with the same force and effect as though made on and as of such Issuance Date date (except as to the extent that any such representation or warranty is stated which refers to relate solely to an a specific earlier date); that the Borrowers are in compliance with the convenants contained in Section 6 of the Credit Agreement and no Default shall exist on the Amendment Date prior to or immediately after giving effect to the requested extension of credit; and that no Material Adverse Change has occurred since December 31, in 1995; 9.3. The making of the requested Amendment and extension of credit shall not (a) subject any Lender to any penalty or special tax (other than a Tax for which case such representation or warranty is correct in all material respects as the Borrowers are required to reimburse the Lenders under Section 3.5 of such earlier date; and the Credit Agreement), (b) No Default be prohibited by any Legal Requirement or Event (c) violate any credit restraint program of Default has occurred the executive branch of the government of the United States of America, the Board of Governors of the Federal Reserve System or any other governmental or administrative agency so long as any Lender reasonably believes that compliance is in the best interests of the Lender. 9.4. This Amendment. the Credit Agreement and is continuing each other Credit Document and the transactions contemplated hereby and thereby shall have been authorized by all necessary corporate or would result from other proceedings of the issuanceBorrowers. All necessary consents, amendment approvals and authorizations of any governmental or extension administrative agency or any other Person of such Facility Letter any of Creditthe transactions contemplated hereby or by any other Credit Document shall have been obtained and shall be in full force and effect; (iv) 9.5. All legal and corporate proceedings in connection with the Issuer transactions contemplated by this Amendment, the Credit Agreement and each other Credit Document shall be satisfactory in form and substance to the Agent and the Agent shall have received copies of all documents, including certified copies of the Charter and By-Laws of the Borrowers and the other Obligors, records of corporate proceedings, certificates as to signatures and incumbency of officers and opinions of counsel, which the Agent may have reasonably requested in connection therewith, such other approvals, opinions, documents where appropriate to be certified by proper corporate or documents as either may reasonably requestgovernmental authorities.

Conditions. The issuanceNotwithstanding the foregoing, amendment or extension of any Facility Letter of Credit is subject to this Amendment shall not become effective unless and until (x) this Amendment has been approved in writing by the satisfaction in full Borrowers, the Agent and the Banks; and (y) the Borrowers shall have delivered each of the following conditions on to the Issuance DateAgent, in form and substance satisfactory to the Agent and the Banks: a. Resolutions of the Board of Directors of each Borrower and each Obligated Party certified by its Secretary or an Assistant Secretary which authorize its execution, delivery, and performance of the Amendment and the New CP Notes or the Guaranty, as applicable; b. A certificate of incumbency for each Borrower and each Obligated Party certified by its Secretary or an Assistant Secretary certifying the name of each of its officers (i) who is authorized to sign the Amendment and the New CP Notes to which it is or is to be a party (including the certificates contemplated herein) together with specimen signatures of each such officer and (ii) who will, until replaced by other officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with the Amendment, the Credit Agreement and the transactions contemplated hereby and thereby; c. The certificate of incorporation of each Borrower shall have delivered and each Obligated Party certified by the Secretary of State of the state of its incorporation and dated a current date; d. The bylaws of each Borrower and each Obligated Party certified by its Secretary or an Assistant Secretary; e. Certificates of the appropriate government officials of the state of incorporation of each Borrower and each Obligated Party as to their respective existence, authority to do business and good standing, as applicable, in such states, each dated a current date; f. The New CP Notes executed by each Borrower; g. A favorable opinion of legal counsel to Borrowers and the Obligated Parties as to such matters as the Bank may reasonably request; h. The Acknowledgment of Guarantors attached hereto, executed by each party to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, howeverGuaranty; i. A Subsidiary Joinder Agreement, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit DE, signed executed by any Regular Subsidiary of either Borrower that is not currently party to the Guaranty. j. Payment to the Agent of a duly authorized officer fee pursuant to the fee letter between the Borrowers and the Agent; k. Payment to the Agent of the Borrower dated $125,000 facility fee for the Issuance Date stating that:CP Commitment pursuant to Section 3.10(ii); (a) l. Payment of all other fees and expenses payable by the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except Borrowers pursuant to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects Credit Agreement as of such earlier dateamended hereby; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and m. Such other documents as the Agent shall have received such other approvals, opinions, or documents as either its counsel may reasonably request.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject It shall be a condition to the satisfaction in full effectiveness of this Assumption Agreement that on or before the following conditions on the Issuance Closing Date: , (i) the Borrower shall have paid the Noteholder all payments under the Loan Documents which shall have become due and payable as of the Closing Date, (ii) the Assumptor shall have deposited such sums with the Notcholder to comply with the impound and reserve funds provisions of the Loan Documents, including, but not limited to, Section 3.5 of the Security Instrument and the Replacement Reserve and Security Agreement, (iii) fee simple title to the Property shall have been conveyed by Borrower to Assumptor, with the conveyance instrument recorded with the land records recording officer of Philadelphia County, Pennsylvania, (iv) all taxes due and payable for the Property must be paid current as of the Closing Date, (v) the Assumptor shall cause to be delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant Noteholder an opinion of counsel, satisfactory to the terms thereofNoteholder as to form, substance and rendering attorney, opining to the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form validity and content, provided, however, in the event of any conflict between the terms enforceability of this Assumption Agreement and the terms and provisions hereof, and any other agreement executed in connection with the transactions contemplated hereby, the authority of the Reimbursement Assumptor and Substitute Indemnitor and any constituents of the Assumptor and Substitute Indemnitor, to execute and deliver this Assumption Agreement and perform their obligations under the Note and other Loan Documents, and such other matters as reasonably requested by the Noteholder, (vi) Assumptor and Borrower shall cause to be delivered to Noteholder, at Borrower's and Assumptor's expense, a lender's title policy, or an endorsement to an existing lender's policy, insuring the Security Instrument as modified by this Assumption Agreement as a valid first lien on the Property, naming the Noteholder as the insured thereunder, and naming the Assumptor as owner of the Property, which policy shall insure that, as of the date of the recording of this Assumption Agreement, the terms Property shall not be subject to any additional exceptions or liens other than those conditions in the original title policy insuring the lien of the Security Instrument and delivered in connection with the Security Instrument, (vii) Assumptor shall obtain, and provide Noteholder with proof thereof satisfactory to Noteholder, insurance for the Property which satisfies the requirements of the Security Instrument and Assumptor shall have paid one year's premium in advance on such insurance, (viii) Assumptor shall deliver to Noteholder such other documents as Noteholder shall reasonably request such as new financing statements or amendments to existing financing statements. Noteholder, at any time, may in its sole discretion and in writing, waive the requirements of this section and upon such waiver, this Assumption Agreement shall control; (ii) be effective, as Noteholder's election, as of the Issuance Closing Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form as of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as date of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestwriting.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Amendment is subject to the satisfaction in full of the following conditions on precedent, unless specifically waived by Agent: (a) Agent shall have received the Issuance Datefollowing documents, each in form and substance satisfactory to Agent: (i) This Amendment, duly executed by Borrowers, together with the Borrower shall have delivered to Consent and Ratification (the Issuer at such times and in such manner as “Ratification”) hereto, duly executed by the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlGuarantors; (ii) Officers’ Certificates dated as of the Issuance Date no orderdate of this Amendment, judgment in form and substance satisfactory to Agent, certified by the Secretary of the Borrowers and the Guarantors certifying among other things, that the Borrowers’ and Guarantors’ Board of Directors have met and have adopted, approved, consented to and ratified resolutions which authorize the execution, delivery and performance by Borrowers of this Amendment, and the Guarantors of the Ratification, and each other document, instrument and agreement executed in connection with or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable relating to the Issuer Agreement, this Amendment or the Ratification (hereinafter individually referred to as a “Loan Document” and no directive from any governmental authority with jurisdiction over collectively referred to as the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit“Loan Documents”); (iiib) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the The representations and warranties contained herein, in Article IV of this Agreement are the Agreement, as amended hereby, and/or in each other Loan Document shall be true and correct in all material respects on and as of such Issuance Date the date hereof, as though if made on the date hereof; (c) No Event of Default shall have occurred and as be continuing and no Default shall exist, unless such Event of such Issuance Date except to the extent that any such representation Default or warranty is stated to relate solely to an earlier date, Default has been specifically waived in which case such representation or warranty is correct in all material respects as of such earlier datewriting by Agent; and (bd) No Default or Event of Default has occurred All corporate proceedings taken in connection with the transactions contemplated by this Amendment and is continuing or would result from the issuanceall documents, amendment or extension of such Facility Letter of Credit;instruments and other legal matters incident thereto, shall be satisfactory to Agent. (ive) The terms of subordination of the Issuer 2007 Subordinated Notes contained in the 2007 Indenture are consistent with, and the Agent shall have received such other approvalsterms of the 2007 Indenture are materially consistent with, opinionsthe terms set forth in the March 15, or documents as either may reasonably request2007 draft of the Description of the Notes previously provided to the Lender.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject This Amendment Agreement shall become effective upon the Borrower delivering to the satisfaction in full of Administrative Agent the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, following; provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreementupon such delivery, the terms of this Agreement amendment set forth in Section 2(r) hereof shall control; (ii) be deemed effective as of the Issuance Date no orderSeptember 30, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that2004: (a) the representations and warranties contained in Article IV ten (10) counterparts of this Amendment Agreement are correct duly executed by the Administrative Agent, the Lenders, the Borrower and the Subsidiary Guarantors; (b) a certificate of the secretary or an assistant secretary of each of the Borrower and each Subsidiary Guarantor, in form and substance satisfactory to the Administrative Agent, certifying (i) that the articles or certificate of incorporation or articles or certificate of organization of the Borrower or such Subsidiary Guarantor, as the case may be, have not been amended since such articles or certificate were delivered on the Effective Date or attaching any amendments thereto since the Effective Date, as each may be certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, (ii) that the bylaws, operating agreement, partnership agreement or other comparable document of the Borrower or such Subsidiary Guarantor, as the case may be, have not been amended since such bylaws, operating agreement, partnership agreement or other comparable document was delivered on the Effective Date, and that such document has been in effect at all material respects times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, and (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors, managers, general partners or other comparable governing body of the Borrower or such Subsidiary Guarantor, as the case may be, authorizing the execution, delivery and performance of this Amendment Agreement and the amendments contemplated herein, and as to the incumbency and genuineness of the signature of each officer of the Borrower or such Issuance Date Subsidiary Guarantor, as though made on the case may be, executing this Amendment Agreement, and attaching all such copies of the documents described above; (c) amendments or modifications to the existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, dated as of the date hereof and duly executed by the Borrower, a Subsidiary Guarantor and the trustee thereunder, as applicable, together in each case with the Mortgaged Property Support Documents and any additional title policy endorsements required by the Administrative Agent in its reasonable discretion; (d) all fees and expenses payable by the Borrower by reason of this Amendment Agreement; (e) such Issuance Date except other documentation, instruments, consents and agreements as the Administrative Agent shall reasonably request including those described in paragraph 8 of this Amendment Agreement; (f) amended and restated or replacement Revolving Notes for each Revolving Lender whose Revolving Credit Commitment is increasing as a result of this Amendment Agreement and amended and restated or replacement Term Loan A Notes reflecting the re-advance of a portion of the Term Loan A pursuant to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier datethis Amendment Agreement; and (bg) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent irrevocable notice shall have received such other approvalsbeen given to the Administrative Agent that the Term Loan B will be prepaid in full on or about the Amendment No. 1 Effective Date but in any event not later than the third Business Day following the Amendment No. 1 Effective Date, opinions, or documents as either may reasonably requestwith proceeds of the Amendment No. 1 Advance and $9,010,000 drawn under the Revolving Credit Facility.

Conditions. The issuance, amendment or extension obligations of any Facility Letter of Credit is BHP Billiton Limited to declare the Ltd Dividend and BHP Billiton Plc to declare the Plc Dividend under this deed are subject to the satisfaction in full or waiver of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatConditions: (a) the representations Demerger being approved at the Ltd General Meeting and warranties contained in Article IV the Plc General Meeting by the Requisite Majority; (b) no temporary restraining order, preliminary or permanent injunction or other order being issued by any court of this Agreement are correct in competent jurisdiction and no other legal restraint or prohibition preventing the Demerger being implemented; (c) all material respects Regulatory Approvals being obtained either unconditionally or on and as conditions reasonably satisfactory to BHP Billiton; (d) the ASX approving the admission of such Issuance Date as though made on and as of such Issuance Date except South32 to the extent ASX official list and the granting of permission for official quotation of South32 Shares on ASX, subject only to such conditions that any are acceptable to BHP Billiton Limited and BHP Billiton Plc; (e) an application having been made to the UKLA for all of the South32 Shares to be admitted to the standard listing segment of the UKLA official list and to the LSE for the South32 Shares to be admitted to trading on the LSE’s main market for listed securities and there having been no indication that such representation applications will not be granted on or warranty is stated before 26 May 2015 (London Time) (or such later time determined by BHP Billiton) on such conditions that are acceptable to relate solely BHP Billiton; (f) the JSE approving the secondary listing of South32 on the JSE, subject only to an earlier date, such conditions that are acceptable to BHP Billiton Limited and BHP Billiton Plc; (g) completion of the transactions which are required to give effect to the Internal Restructure in which case such representation or warranty is correct in all material respects as of such earlier dateaccordance with the Internal Restructure Documents; and (bh) No Default or Event no event occurring prior to the declaration of Default has occurred the Ltd Dividend and is continuing or the Plc Dividend which would result from render the issuance, amendment or extension payment of such Facility Letter dividends unlawful. For the avoidance of Credit; (iv) doubt, the Issuer Demerger will not be implemented unless BHP Billiton Limited declares the Ltd Dividend and BHP Billiton Plc declares the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestPlc Dividend.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Amendment is subject to the satisfaction in full of the following conditions precedent (such date on which such conditions are satisfied being the Issuance “Effective Date”), unless specifically waived by Agent and Lenders. (a) Agent shall have received all of the following documents, each document (unless otherwise indicated) being dated the date hereof, duly authorized, executed and delivered by the parties thereto, and in form and substance reasonably satisfactory to Agent and Lenders: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlAmendment; (ii) that certain First Amendment to Pledge and Security Agreement dated as of the Issuance Date no orderJune ___, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit 2007 between Borrower and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit;Agent. (iii) a certified copy of the following statements shall resolutions of the Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and any and all other Loan Documents executed by the Borrower in connection therewith, along with a certificate of incumbency certified by the secretary of the Borrower with specimen signatures of the officers of the Borrower who are authorized to sign such documents (such certificates of incumbency to be truebring down certificates of incumbency for Borrower); (iv) that certain Reaffirmation of Loan Documents, and the dated as of June ___, 2007 among Borrower, Agent and Lenders; (v) an executed copy of (i) the First Amendment to Preferred Fleet Mortgage, Covering the Vessel SUPERIOR ENDEAVOR, Official Number 1646 and (ii) the First Amendment to Preferred Fleet Mortgage, Covering the Vessels GULF DIVER III, Official Number 576020, GULF DIVER IV, Official Number 553457, GULF DIVER V, Official Number 555837 and GULF DIVER VI, Official Number 589812; (vi) such Issuer additional documents, instruments and information as Agent or Lenders or their legal counsel may reasonably request. (b) Agent shall have received a certificate, substantially closing fee in the form amount of $45,000, which shall be fully earned, nonrefundable and payable on the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that:Effective Date. (ac) the The representations and warranties contained in Article IV of this the Credit Agreement are correct and/or in all material respects on the other Loan Documents in each case, as Modified (hereinafter defined) hereby and as contained herein shall be true and correct as of such Issuance the Effective Date as though if made on and as of such Issuance Date date, except to the extent that such representations and warranties (i) relate to any such representation matter with respect to which written notice has been given to Agent and/or Lenders by Loan Parties pursuant to and in accordance with the Credit Agreement or warranty is stated to relate solely to (ii) which by their terms expressly speak as of an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and; (bd) No Default or Event of Default has shall have occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit;be continuing. (ive) All corporate proceedings taken in connection with the Issuer transactions contemplated by this Amendment and the Agent all documents, instruments and other legal matters incident thereto shall have received such other approvalsbe reasonably satisfactory to Agent, opinions, or documents as either may reasonably requestLenders and their legal counsel.

Conditions. 5.1 e-VideoTV's Conditions. The issuance, amendment or extension obligations of any Facility Letter of Credit is e-VideoTV to complete the transactions contemplated hereby are subject to the satisfaction in full of the following conditions (which are for the exclusive benefit of e-VideoTV) having been satisfied or expressly waived in writing by e- VideoTV on or before the Issuance DateClosing Date or such other date as may be specified in this Section 5.1, and Ziracom will use its commercially reasonable best efforts to ensure that such conditions are fulfilled: (ia) Ziracom will have delivered the Borrower disclosure schedule to this Agreement (the "Disclosure Schedule"). e-VideoTV shall have delivered seven (7) days after its receipt of the Disclosure Schedule to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, howeverdetermine, in its sole discretion, if it shall accept the event representations and warranties as modified by the Schedules. If e-VideoTV determines that any part of any conflict between the terms of Schedules are unacceptable, e-VideoTV may provide Ziracom additional time to remedy the matter or may terminate this Agreement in accordance with the termination provisions hereunder. (b) All representations and the terms warranties of the Reimbursement Agreement, the terms of Shareholders and Ziracom contained in this Agreement shall control; (ii) have been true in all respects when made on the date of execution of this Agreement, and also at and as of the Issuance Closing Date no order, judgment or decree as if such representations and warranties were made at and as of any court, arbitrator or governmental authority the Closing Date. Ziracom shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority furnish e-VideoTV with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in dated the form Closing Date and signed on behalf of the certificate attached hereto as Exhibit D, signed Ziracom by a duly authorized officer of thereof stating the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained above in Article IV of this Agreement are correct in all material respects on and such form as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either e-VideoTV may reasonably request. (c) Ziracom and the Shareholders shall hav performed and complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them, and Ziracom shall deliver a certificate, in form and substance satisfactory to e-VideoTV, to that effect, dated the Closing Date. (d) The Shareholders shall deliver to e- VideoTV the Ziracom Shares free and clear of any liens, encumbrances and other obligations. (e) Ziracom shall have no contingent or other liabilities connected with its business, except as disclosed in its financial statements. The review of the business, premises and operations of Ziracom and the financial statements by e-VideoTV at its expense shall not have revealed any matter which, in the commercially reasonable judgment of e-VideoTV, makes the transaction on the terms herein set forth inadvisable for e-VideoTV. (f) There shall exist no injunction or final judgment, law or regulation prohibiting the consummation of the transactions contemplated by this Agreement. Any required governmental or regulatory consents shall have been obtained. (g) There shall not have occurred any material adverse change in the assets, business, condition or prospects of Ziracom. (h) Ziracom shall have provided, to e- VideoTV's full satisfaction, evidence that Ziracom's technology performs both as advertised and as stated to e- VideoTV.

Conditions. The issuance, amendment or extension This Amendment shall become effective on the date (the "AMENDMENT EFFECTIVE DATE") as of any Facility Letter of Credit is subject to the satisfaction in full which each of the following conditions on precedent shall have been satisfied in a manner satisfactory to the Issuance DateBank: (a) The Bank shall have received the following documents, each in form and substance satisfactory to the Bank: (i) this Amendment, duly executed by the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlBorrowers; (ii) the Fourth Amended and Restated Revolving A Note, dated the Amendment Effective Date, in substantially the form attached hereto as ANNEX B, made by the Borrowers to the order of the Issuance Date no order, judgment or decree Bank and in the original principal amount of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing $65,000,000 (the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit;"NEW NOTE"); and (iii) Federal Reserve Form U-1 provided for in Regulation U issued by the following Board of Governors of the Federal Reserve System, the statements made in which shall be truesuch, in the opinion of the Bank, as to permit the transactions contemplated hereby in accordance with such Regulation; (iv) UCC Financing Statement Amendment, amending Schedule A to UCC-1 Financing Statement to reflect the pledge by the Pledgor of the Additional Collateral; (v) certified copies of requests for copies or information on Form UCC-11 or other recent UCC search results, listing all effective financing statements which name a Borrower as debtor, together with search results with respect to judgment and tax liens searches and copies of such financing statements and any other lien, none of which, except as otherwise agreed to in writing by the Bank, shall cover any of the Collateral; (vi) the original stock certificates representing 100% of the Pledged Shares that are not subject to the BA Control Agreement and 15 undated stock powers executed in blank and other proper instruments of transfer for the stock certificates pledged by the Pledgor to the Bank; (vii) an issuer's letter from Triarc with respect to the pledge of the Pledged Shares by the Pledgor; (viii) an irrevocable letter, duly executed by the Pledgor, authorizing the payment of all dividends payable on the Pledged Shares directly to the Bank without further consent from the Pledgor; (ix) a certified copy of each Registration Rights Agreement, if any, together with any consent from Triarc that the Bank may reasonably require in order to enjoy the benefits of any Registration Rights Agreement in respect of the Pledged Shares; (x) a restricted securities statement, duly executed by the Pledgor; (xi) an opinion, dated the Amendment Effective Date, of the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel to the Borrowers, ▇▇ form and substanc▇ ▇▇▇▇▇nab▇▇ ▇▇▇▇▇factory to the Bank and its counsel; (xii) the BA Control Agreement, duly executed by the Securities Intermediary, the Bank and the Agent Pledgor; and (xiii) such other agreements, instruments, opinions and such Issuer other documents as the Bank may reasonably request. (b) The Bank shall have received a certificateall fees and other amounts due and payable to the Bank, substantially including, without limitation, the Commitment Fee referred to in the form Section 4 hereof and all legal fees, costs and expenses of the certificate attached hereto as Exhibit DBank in connection with the Credit Agreement, signed by a duly authorized officer of this Amendment and the Borrower dated the Issuance Date stating that:other related agreements and documents. (ai) the The representations and warranties by each Borrower contained in this Section 5 of this Amendment and in Article IV of this Agreement the Credit Agreement, as amended hereby, and of each Loan Party in each other Loan Document and certificate or other writing delivered to the Bank pursuant hereto or thereto on or prior to the date hereof are true and correct in all material respects on and as of such Issuance Date date as though made on and as of such Issuance Date date, except to the extent that any such representation or and warranty is stated to relate expressly relates solely to an earlier date, date (in which case such representation or and warranty is shall be true and correct in all material respects on and as of such earlier date); and (bii) No no Event of Default or Event of Default has occurred and is continuing or would result from the issuanceeffectiveness of this Amendment; and (iii) since the date of the Credit Agreement, amendment no material adverse change in the operations, condition (financial or extension otherwise), business, assets, income or prospects of such Facility Letter of Credit; (iv) Borrower has occurred and is continuing, except as previously disclosed in writing to the Issuer Bank and consented to in writing by the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestBank.

Conditions. The issuance, amendment or extension funding of any Facility the incremental term loan contemplated by the Debt Commitment Letter of Credit is subject to certain closing conditions, including, without limitation: • the satisfaction in full Merger shall have been consummated prior to or substantially simultaneously with the initial borrowing of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and incremental term loan in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and accordance with the terms of the Reimbursement Merger Agreement, which shall not have been amended, waived or otherwise modified in any material respect in a manner materially adverse to the terms of this Agreement shall control; (ii) as lenders under the incremental term loan without the consent of the Issuance Date no orderCommitment Parties (such consent not to be unreasonably withheld, judgment conditioned or decree delayed); • since the date of any courtthe Merger Agreement, arbitrator there shall not have occurred a Company Material Adverse Effect; • the Commitment Parties will have received reasonably satisfactory evidence that all amounts outstanding under Boulder’s and its subsidiaries’ existing credit facilities and, subject to certain exceptions, other third party debt for borrowed money of Boulder and its subsidiaries has been repaid in full or governmental authority will be repaid in full substantially concurrently with the borrowing of the incremental term loan, and all commitments, guarantees and security interests in respect of such existing credit facilities and other debt shall enjoin have been terminated or restrain will be terminated upon such Issuer from issuing concurrent repayment; • the Facility Letter execution and delivery of Credit and no law, rule or regulation applicable definitive documentation by PFF with respect to the Issuer incremental term loan consistent with the Debt Commitment Letter; • the accuracy of certain representations and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially warranties in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) Merger Agreement and the representations and warranties contained in Article IV the Credit Agreement; • the delivery of this Agreement are correct a solvency certificate from the chief financial officer of PFF and certain other customary closing documents and documentation required under applicable “know your customer” and anti-money laundering laws; • there having occurred at least 10 business days from the date of delivery of certain materials referred to in all material respects on the Debt Commitment Letter; and as • the payment of such Issuance Date as though made on fees and as the reimbursement of such Issuance Date except expenses required to be paid or reimbursed pursuant to the extent Debt Commitment Letter. The Debt Commitment Letter will terminate if the initial borrowing under the incremental term loan does not occur on or before March 23, 2016 (or, if earlier, the date of termination of the Merger Agreement). Subject to the terms and conditions of the Merger Agreement, Pinnacle will use its reasonable best efforts to obtain the Financing (as defined in the Merger Agreement) on the terms and conditions described in the Debt Commitment Letter and will not, subject to certain exceptions, permit any amendment or modification to be made to, or any waiver of any provision or rights under, the Debt Commitment Letter if such amendment, modification or waiver would (a) reduce the aggregate amount of the Financing below the amount that any such representation or warranty is stated would be required to relate solely to an earlier dateconsummate the Transactions (as defined in the Merger Agreement), in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default impose new or Event additional conditions or otherwise expand, amend or modify any conditions to the Financing in a manner that would be more onerous than those conditions to funding contained in the Debt Commitment Letter on the date of Default has occurred and is continuing the Merger Agreement, (c) adversely impact the ability of Pinnacle, PFF or would result from the issuancePurchaser, amendment as applicable, to enforce its rights against the other parties to the Debt Commitment Letter or extension the definitive agreements with respect to the Financing or (d) prevent, impede or delay the consummation of such Facility Letter the Financing or the consummation of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestTransactions. See Section 12—“The Transaction Agreement—The Merger Agreement—Financing.”

Conditions. The issuance, amendment or extension obligations of any Facility Letter of Credit is the parties under this Purchase Agreement are subject to the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatconditions: (a) The representations and warranties contained herein shall be accurate as of the date of delivery of the Preferred Securities. (b) Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Guarantor, the Company and the Trust (the “Company Counsel”), shall have delivered an opinion, dated the Closing Date, addressed to the Purchaser and JPMorgan Chase Bank, National Association, in substantially the form set out in Annex A-I hereto and the Company shall have furnished to the Purchaser a certificate signed by the Company’s Chief Executive Officer, President, an Executive Vice President, Chief Financial Officer, Treasurer or Assistant Treasurer, dated the Closing Date, addressed to the Purchaser, in substantially the form set out in Annex A-II hereto. In rendering their opinion, the Company Counsel may rely as to factual matters upon certificates or other documents furnished by officers, directors and trustees of the Guarantor, the Company and the Trust and by government officials (provided, however, that copies of any such certificates or documents are delivered to the Purchaser) and by and upon such other documents as such counsel may, 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 that they are not admitted to practice in any other jurisdiction and are not experts in the law of any other jurisdiction. Such Company Counsel Opinion shall not state that they are to be governed or qualified by, or that they are otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991). (c) The Purchaser shall have been furnished the opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP, dated the Closing Date, addressed to the Purchaser and JPMorgan Chase Bank, National Association, in substantially the form set out in Annex B hereto. (d) The Purchaser shall have received the opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., special Delaware counsel for the Delaware Trustee, dated the Closing Date, addressed to the Purchaser, JPMorgan Chase Bank, National Association, the Delaware Trustee and the Company, in substantially the form set out in Annex C hereto. (e) The Purchaser shall have received the opinion of Gardere ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, special counsel for the Property Trustee and the Indenture Trustee, dated the Closing Date, addressed to the Purchaser, in substantially the form set out in Annex D hereto. (f) The Purchaser shall have received the opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., special Delaware counsel for the Delaware Trustee, dated the Closing Date, addressed to the Purchaser and JPMorgan Chase Bank, National Association, in substantially the form set out in Annex E hereto. (g) Each of the Guarantor and the Company shall have furnished to the Purchaser a certificate of the Guarantor and the Company, as applicable, signed by its Chief Executive Officer, President or an Executive Vice President, and Chief Financial Officer, Treasurer or Assistant Treasurer and the Trust shall have furnished to the Purchaser a certificate of the Trust, signed by an Administrative Trustee of the Trust, in each case dated the Closing Date to the effect that the representations and warranties contained of the Guarantor, the Company and the Trust in Article IV of this Purchase Agreement are true and correct in all material respects on and as of such Issuance the Closing Date with the same effect as though if made on the Closing Date, and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct Company and the Trust have complied in all material respects as with all the agreements and satisfied in all material respects all the conditions on either of such earlier date; andtheir part to be performed or satisfied pursuant to the Operative Documents at or prior to the Closing Date. (bh) No Default or Event of Default has occurred The Guarantor and is continuing or would result from the issuanceCompany shall have executed the Parent Guarantee Agreement and delivered same to JPMorgan Chase Bank, amendment or extension of such Facility Letter of Credit;National Association, as Guarantee Trustee. (ivi) Prior to the Issuer Closing Date, the Guarantor, the Company and the Agent Trust shall have received furnished to the Purchaser and its counsel such other approvalsfurther information, opinions, or certificates and documents as either the Purchaser or its counsel may reasonably request. If any of the conditions specified in this Section 3 shall not have been fulfilled when and as provided in this Purchase Agreement, this Purchase Agreement and all the Purchaser’s obligations hereunder may be canceled at, or at any time prior to, the Closing Date by the Purchaser. Notice of such cancellation shall be given to the Company and the Trust in writing or by telephone or facsimile confirmed in writing. Notwithstanding any other condition contained herein, the obligations of the Sellers to perform any obligations hereunder shall be conditioned on the simultaneous execution, delivery and performance, as applicable, of that certain purchase agreement, dated as of the date hereof, between the Sellers and Bear, ▇▇▇▇▇▇▇ & Co. Inc. Each certificate signed by any trustee of the Trust or any officer of the Guarantor or the Company and delivered to the Purchaser or the Purchaser’s counsel in connection with the Operative Documents and the transactions contemplated hereby and thereby shall be deemed to be a representation and warranty of the Trust and/or the Guarantor or the Company, as the case may be, and not by such trustee or officer in any individual capacity.

Conditions. The issuanceNotwithstanding anything to the contrary contained elsewhere in the Agreement, amendment or extension the obligation of any Facility Letter of Credit is the Lender to extend the Revolving Loan Maturity Date, Term Loan Maturity Date and Subordinated Debt Maturity Date; increase the Revolving Loan Amount and Subordinated Debt Amount, and agree to the other modifications contemplated by this First Amendment, shall be subject to the performance by the Borrower prior to the date on which this First Amendment is executed (the “Amendment Closing Date”) of all of its agreements theretofore to be performed under the Agreement and to the satisfaction in full of the following conditions on precedent. The obligations to continue to make disbursements of proceeds under the Issuance Loans are, and shall remain, subject to the conditions precedent in the 2005 Loan Agreement and to the receipt by the Lender of all the following in form and substance satisfactory to the Lender and its counsel, and, where appropriate, duly executed and dated the Amendment Closing Date: (i) the Borrower shall have delivered to the Issuer at such times an amended and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificaterestated Revolving Note, substantially in the form of the certificate Exhibit A attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that:hereto; (aii) an amended and restated Subordinated Debenture, substantially in the representations and warranties contained in Article IV form of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except Exhibit B attached hereto; (iii) an amendment to the extent that any such representation or warranty is stated to relate solely to an earlier datePledge Agreement, substantially in which case such representation or warranty is correct in all material respects as the form of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of CreditExhibit C attached hereto; (iv) an amendment to the Issuer Collateral Safekeeping Agreement, substantially in the form of Exhibit D attached hereto; (v) a certificate of good standing of the Borrower, certified by the appropriate governmental official in its jurisdiction of incorporation and dated within the five business days preceding the date hereof; (a) copies, certified by the Secretary or Assistant Secretary of the Borrower, of the (I) resolutions duly adopted by the board of directors of the Borrower (or the appropriate committee thereof) authorizing the execution, delivery and performance of this First Amendment and the Agent shall have received such other approvalsdocuments to be delivered by the Borrower pursuant to this First Amendment (including the First Amendment, opinionsthe “Amendment-Related Documents”), and (II) the Bylaws of the Borrower as currently in effect; and (b) a certification by the Secretary or documents as either may reasonably requestAssistant Secretary of the Borrower that there has been no amendment to the articles of incorporation of the Borrower from and after September 29, 2005, and that the articles of incorporation delivered by the Borrower to the Lender on September 29, 2005, remain in full force and effect; and (vii) a written opinion of Vedder, Price, K▇▇▇▇▇▇ & Kammholz, P.C., counsel to the Borrower, addressed to the Lender, substantially in the form of Exhibit E attached hereto.

Conditions. 3.1 The issuanceavailability of the Facilities and the Original Credit Parties’ obligations to arrange, amendment or extension underwrite and fund the Underwriting Proportion of any Facility Letter each of Credit the Facilities is subject to the satisfaction in full of the following conditions on the Issuance Dateonly to: (ia) receipt by us of a copy of this letter and the Borrower shall have delivered Fee Letter countersigned by you; and (b) satisfaction of the Certain Funds Conditions and the Initial Conditions Precedent set out in the Term Sheet. There are no other conditions, implied or otherwise, to the Issuer at such times commitments of the Original Credit Parties, their obligations hereunder and in such manner their funding of the Facilities other than as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant expressly referred to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control;foregoing sentence. (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of 3.2 Each Original Credit and no law, rule or regulation applicable Party is pleased to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating confirm that: (a) its credit committee and all other internal bodies or committees have given full and final approval for arranging, underwriting and/or funding (as the representations case may be) the Facilities on the “certain funds” basis as described and warranties contained on the terms set out in Article IV the Commitment Documents, and performing all of its duties, roles and obligations as contemplated by the Commitment Documents (subject only to client identification procedures in respect of the Sponsors, the Parent and the Company required in connection with the Merger, the Facilities and the transactions contemplated therein (together, the Transaction) and set out in “Project Haven - KYC Checklist” attached as Schedule 2 hereto in compliance with applicable laws, regulations and internal requirements (including, without limitation, all applicable money laundering rules)); (b) it has received and reviewed the draft or final Original Financial Statements, Reports other than the Structure Memorandum (the Relevant Reports) and Group Structure Chart (in each case, as defined in the Term Sheet, and together, the Commercial CPs) and (i) the relevant conditions precedent set out in the Term Sheet relating to the Relevant Reports will be satisfied once final versions of the Relevant Reports are delivered that are not materially different in respects which are materially adverse to the interests of the Credit Parties (taken as a whole) under the Commitment Documents compared to the most recent form of such Relevant Reports delivered to the Original Credit Parties on or before the date of this Agreement letter or are correct approved by the Original Arranger (acting reasonably with such approval not to be unreasonably withheld or delayed) and it will promptly confirm this accordingly to the Agent, and (ii) the relevant conditions precedent set out in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except the Term Sheet relating to the Commercial CPs (other than the Relevant Reports) have been satisfied, or (to the extent that any updated version of the relevant Commercial CPs (other than the Relevant Reports) are delivered after the date of this letter) will be satisfied once such representation or warranty is stated updated versions of the relevant commercial CPs (other than the Relevant Reports) are delivered (as applicable); (c) the Structure Memorandum, the Merger Agreement and the Consortium Agreement are subject to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier datereceipt and review by each Original Credit Party; and (bd) No Default there are no outstanding approvals, due diligence items or Event of Default has occurred and is continuing or would result from other internal impediments to it arranging, underwriting and/or funding (as the issuance, amendment or extension of such Facility Letter of Credit; (ivcase may be) the Issuer Facilities on the “certain funds” basis as described and on the Agent shall have received such other approvalsterms set out in the Commitment Documents and performing all of its roles, opinions, or documents duties and obligations as either may reasonably requestcontemplated by the Commitment Documents.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is Bank's obligations hereunder are subject to the satisfaction in full of the following conditions on the Issuance Dateterms and conditions: (iA) the Borrower At or before execution of this Amendment, Borrowers shall have delivered deliver to the Issuer at such times and in such manner as Bank the Issuer may reasonably prescribe following documents: (1) a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to joinder agreement (the terms thereof"Joinder Agreement"), and executed by each of the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer New Borrowers, in form and contentsubstance satisfactory to the Bank, provided, however, in the event of any conflict between the terms of this Agreement and the terms whereby each of the Reimbursement New Borrowers shall become Borrower under and in accordance with the Loan Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b2) No Default an allonge to the Note (the "Allonge") executed by each of the Borrowers, inclusive of the New Borrowers. (B) Within 30 days of the date hereof, Borrowers shall deliver the following documents to the Bank: (1) a copy, certified in writing as of the date hereof by the Secretary or Event Assistant Secretary of Default has occurred and is continuing or would result from each Borrower, of resolutions of the issuance, amendment or extension Board of Directors of such Facility Letter Borrower evidencing approval or ratification of Creditthis Amendment, the Allonge and other matters contemplated hereby; (iv2) a copy, certified in writing as of the Issuer date hereof by the Secretary or Assistant Secretary of each New Borrower, of resolutions of the Board of Directors of such New Borrower evidencing approval or ratification of the Joinder Agreement (or such other documentation or evidence of such action that is the equivalent under relevant applicable law), the Allonge and other matters contemplated hereby; (3) opinions of counsel for each Borrower and New Borrower acceptable to the Bank dated the date hereof in form and substance reasonably satisfactory to the Bank; (4) a certificate dated the date hereof by the Secretary or an Assistant Secretary of each New Borrower as to the names and signatures of the officers of such New Borrower authorized to sign the Joinder Agreement and the Agent shall have received Allonge and the other documents or certificates to be executed and delivered pursuant to the Loan Agreement, as amended hereby; (5) copies of the Bylaws or the equivalent document of each New Borrower, certified as true, correct and complete by such New Borrower's Secretary or Assistant Secretary on behalf of such New Borrower; and (6) With respect to each New Borrower, certificates dated within 30 days of the date hereof for United States jurisdictions and, as the Bank may require, for jurisdictions outside of the United States, issued by the Secretary of State (or similar official) of its jurisdiction of incorporation stating that such New Borrower is a corporation duly incorporated and in good standing under the laws of such jurisdiction (or such other approvals, opinions, documentation or documents as either may reasonably requestevidence of such action that is the equivalent under relevant applicable law).

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to the satisfaction in full (a) This Amendment shall be effective once each of the following conditions on have occurred or have been delivered to Lender, each in Proper Form: (b) this Amendment executed by Borrower and Lender; (c) Guarantors’ Consent and Agreement; (d) a Carousel Term Note in the Issuance Date:original principal amount of $2,200,000 executed by Borrower and made payable to the order of Lender; (e) a fully executed copy of the Carousel PSA; (f) a pay-off letter from EMAS; (g) a Secretary’s Certificate of Borrower certifying as to incumbency, specimen signatures, resolutions adopted by Borrower’s Board of Directors authorizing this Amendment and the transactions contemplated hereby and thereby, and no changes to Borrower’s Certificate of Incorporation and Bylaws since the date of the Secretary’s Certificate delivered by Borrower to Lender in connection with the Credit Agreement; (h) a UCC-1 Financing Statement with respect to the Carousel. (i) the Borrower shall have delivered to paid, and Lender shall have received an upfront fee in the Issuer at such times amount of $36,000 which fee shall be duly earned when paid and shall be non-refundable; (j) Borrower shall have paid, and Lender shall have received, payment of Lender’s other fees and expenses incurred in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement connection with this Amendment, including fees and expenses of its legal counsel; and (k) such other documents and materials items as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either Lender may reasonably request.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is Each Commitment Party’s and the Agent’s commitments and agreements hereunder are subject only to the conditions set forth in this Section 5 and in the Term Sheet under the heading “II –CONDITIONS PRECEDENT FOR BORROWING”. Each Commitment Party’s and the Agent’s commitments and agreements hereunder are further subject to (a) such Commitment Party’s reasonable satisfaction with the satisfaction in full of approval by the following conditions on the Issuance Date: Bankruptcy Court of, (i) of the Borrower shall have delivered to Junior DIP Facility, including without limitation, the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereofsuperpriority administrative expense priority of, and the proposed junior priming and other liens to be granted to secure, the Junior DIP Facility, the Rolled-Up Loans and all definitive documentation in connection therewith consistent with the Term Sheet and (ii) all actions to be taken, undertakings to be made and obligations to be incurred by the Debtors in connection with the Junior DIP Facility Letter and all liens or other security to be granted by the Debtors in connection with the Junior DIP Facility (all such approvals to be evidenced by the entry of Credit shall be one or more orders of the Bankruptcy Court reasonably satisfactory to such Issuer in form and contentsubstance to the Required Lead Lenders, providedwhich orders shall, howeveramong other things, approve the payment by the Debtors of all of the fees that are provided for in, and the other terms of, this A&R Commitment Letter and the Fee Letter); provided that the DIP Order entered on January 24, 2013 is satisfactory to all Commitment Parties and the Agent and any order that is consistent with that order other than changes the parties reasonably agree are necessary to give effect to the changes contemplated by this Amended and Restated Commitment Letter from the initial Commitment Letter shall be deemed satisfactory to all Commitment Parties and the Agent; (b) your compliance in the event of any conflict between all material respects with your obligation to supplement Information as set forth in Section 3 hereof; and (c) your compliance in all material respects with the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestA&R Commitment Letter.

Conditions. The issuance, amendment or extension No part of any Facility Letter of Credit is subject to the satisfaction in full of the following conditions on the Issuance Date: (i) this Amendment shall become effective until the Borrower shall have delivered (or shall have caused to be delivered) to Bank (unless otherwise waived or deferred by Bank) each of the Issuer at such times following, in Proper Form: (1) certificates dated as of the date hereof of the Secretary or any Assistant Secretary of Borrower and in such manner as each Guarantor authorizing the Issuer may reasonably prescribe a Reimbursement Agreement execution, delivery and performance of this Amendment, and such other related documents and materials information as Lender may be reasonably required request; (2) a Notice of Entire Agreement executed by Borrower and Lender as of the date hereof; (3) Lender's facility fee in the amount of $25,000; (4) evidence of the payment of any and all legal fees and expenses incurred to date by Lender in connection with this Amendment (including, without limitation, the negotiation and preparation of this Amendment and the related Loan Documents). (5) the replacement Revolving Note in the form attached hereto as EXHIBIT A, duly executed by Borrower; (6) the replacement Term Note A in the form attached hereto as EXHIBIT B, duly executed by Borrower; (7) a Second Supplemental Deed of Trust in the form attached hereto as EXHIBIT C attached hereto and incorporated herein by reference for all purposes, duly executed by Borrower; (8) a Trademark Security Agreement covering the trademarks being acquired from Cybex International, Inc. pursuant to the terms thereofand conditions of the Asset Purchase Agreement dated as of , 1997, between Borrower and Cybex International, Inc.; (9) a First Amendment to Subordination Agreement dated as of , 1997, by and among the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form Borrower, Maxxim and content, provided, howeverLender, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed EXHIBIT D attached hereto and incorporated herein by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in reference for all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Creditpurposes; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably request.

Conditions. 3.1 The issuanceavailability of the Facility and the Original Credit Parties’ obligations to arrange, amendment or extension of any underwrite and fund the Facility Letter of Credit in full is subject to the satisfaction in full of the following conditions on the Issuance Dateonly to: (ia) receipt by us of a copy of this letter countersigned by you; and (b) satisfaction of the Borrower shall have delivered Certain Funds Conditions and the Initial Conditions Precedent set out in the Agreed Form Facility Agreement. There are no other conditions, implied or otherwise, to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms commitments of the Reimbursement AgreementOriginal Credit Parties, the terms of this Agreement shall control; (ii) as their obligations hereunder and their funding of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Facility. 3.2 Each Original Credit and no law, rule or regulation applicable Party is pleased to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating confirm that: (a) its credit committee and all other internal bodies or committees have given full and final approval for arranging, underwriting and/or funding (as the representations case may be) the Facility on the “certain funds” basis as described and warranties contained on the terms set out in Article IV the Commitment Documents, and performing all of its duties, roles and obligations as contemplated by the Commitment Documents (including but not limited to all client identification procedures in respect of the Sponsors and their Affiliates, the Holdco, the Parent and the Company required in connection with the Merger), the Facility and the transactions contemplated therein (together, the Transaction) in compliance with applicable laws, regulations and internal requirements; (b) it has received and reviewed the draft or final Merger Documents, Original Financial Statements, Base Case Model, Reports, the Structure Memorandum and Group Structure Chart (in each case, as defined in the Agreed Form Facility Agreement, and together, the Commercial CPs) and the related conditions precedent set out in the Facility Agreement (which will reflect clause 4 (Conditions of Utilisation) of the Agreed Form Facility Agreement and be subject to clause 4.3 (Utilisations during the Certain Funds Period) therein) will be satisfied subject to the delivery of final versions of the Commercial CPs that are not materially different in respects which are materially adverse to the interests of the Credit Parties (taken as a whole) under the Commitment Documents compared to the most recent form of such Commercial CPs delivered to the Original Credit Parties on or before the date of this Agreement letter or (in the case of all of the Commercial CPs) are correct in approved by all material respects on of the Original Credit Parties (acting reasonably with such approval not to be unreasonably withheld or delayed) and as of such Issuance Date as though made on and as of such Issuance Date except it will promptly confirm this accordingly to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier dateAgent; and (bc) No Default there are no outstanding approvals, due diligence items or Event of Default has occurred and is continuing or would result from other internal impediments to it arranging, underwriting and/or funding (as the issuance, amendment or extension of such Facility Letter of Credit; (ivcase may be) the Issuer Facility on the “certain funds” basis as described and on the Agent shall have received such other approvalsterms set out in the Commitment Documents and performing all of its roles, opinions, duties and obligations as contemplated by the Commitment Documents. Each Original Credit Party undertakes to issue an interim confirmation letter on or documents as either may reasonably requestbefore the date of the Merger Agreement in relation to the status of the documentary conditions precedent delivered pursuant to Clause 4 (Conditions of Utilisation) of the Agreed Form Facility Agreement.

Conditions. 4.1 Conditions Precedent to the Effectiveness of this Agreement. The issuance, amendment or obligation of each Lender to make its initial extension of any Facility Letter of Credit credit hereunder is subject to the satisfaction in full condition that the Agent has received on or before the Closing Date all of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, howeversubstance satisfactory to the Agent and each Lender, in sufficient copies for each Lender; (a) This Agreement and the event Notes executed by each party thereto. (b) A copy of any conflict between a resolution or resolutions adopted by the terms Board of Directors or Executive Committee of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this Agreement and the terms consummation of the Reimbursement Agreementtransactions contemplated hereby, and a copy of the terms Certificate of this Agreement shall control;Incorporation and the By-Laws of the Borrower, similarly certified. (iic) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Agreement. (d) A certificate signed by the Chief Financial Officer, Treasurer or Corporate Controller of the Borrower that, as of the Issuance Date date hereof, there has been no ordermaterial adverse change in its consolidated financial condition since December 31, judgment 2004 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 2005. (e) A certificate, signed by the Secretary or decree an Assistant Secretary of any courtthe Borrower and dated the date hereof, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable as to the Issuer persons authorized to execute and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters deliver a Borrowing Advice, a Notice of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be trueConversion/Continuation, and the Revolving Notes and the Term Notes. The Agent and each Lender may rely on such Issuer certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received a an updated certificate and, after receipt of such updated certificate, substantially similarly may rely thereon. (f) A written opinion, dated the date hereof, of counsel for the Borrower, in the form of Exhibit E. (g) Evidence of payment by the certificate attached hereto Borrower of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as Exhibit Dshall constitute Citicorp USA's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Citicorp USA); including any such costs, fees and expenses arising under or referenced in Sections 2.9 and 10.4. (h) Written evidence that all of the Borrowing Agreements have been or concurrently herewith are being terminated. (i) A certificate, signed by a duly authorized officer the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower and dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as the date hereof, which confirms that after giving effect to this Agreement, the aggregate principal amount of such Issuance Date except to credit available under all of the extent that any such representation or warranty is stated to relate solely to an earlier date, Borrower's committed unsecured revolving credit facilities combined will not exceed the amount authorized under the resolutions of the Borrower referenced in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestsubsection 4.1(b).

Conditions. The issuance, amendment or extension No part of any Facility Letter of Credit is subject to the satisfaction in full of the following conditions on the Issuance Date: (i) this Amendment shall become effective until the Borrower shall have delivered (or shall have caused to be delivered) to the Issuer at such times and in such manner as Agent each of the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, howeverfollowing, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatProper Form: (a) evidence of the representations satisfaction of the conditions set forth in that certain Forbearance Agreement dated as of January 31, 1997, among the Borrower, the Agent and warranties contained in Article IV the Lenders; (b) certificates dated as of the date hereof of the Secretary or any Assistant Secretary of the Borrower and each of the Guarantors (including, without limitation, Wholesale) as of the date hereof, authorizing the execution, delivery and performance of this Amendment, and such other related documents and information as the Lenders may request; (c) certificates issued by the appropriate governmental authorities from the States of Delaware and Texas as to the existence, good standing and qualification to do business in Texas of the Borrower and the Guarantors; (d) a copy of the AT&T Payment Schedule; (e) an original copy of the InterCreditor and Subordination Agreement are correct in all material respects on and the Furst Purchase Agreement; (f) a Certificate of the Secretary ▇▇ ▇ssistant Secretary of Furst as to the corporate resolutions of such Person auth▇▇▇▇▇ng the execution of said InterCreditor and Subordination Agreement and as to the incumbency of such Issuance Date as though made the Person executing said InterCreditor and Subordination Agreement on behalf of Furst; (g) an opinion letter of legal counsel to Furst in fa▇▇▇ ▇f the Agent and the Lenders; (h) ▇ ▇▇sting and aging of accounts receivable of the Borrower and the Guarantors as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects date of this Amendment; (i) a Notice of Entire Agreement executed by the Company and each of the Guarantors as of such earlier datethe date hereof; (j) the Lenders' restructuring fee in the amount of $25,000; and (bk) No Default or Event evidence of Default has occurred the payment of any and is continuing or would result from all reasonable legal fees and expenses incurred to date by the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer Agent and the Agent shall have received such other approvalsLenders in connection with this Amendment (including, opinionswithout limitation, or documents as either may reasonably requestthe negotiation and preparation of this Amendment and the related Loan Documents).

Conditions. The issuanceeffectiveness of this Loan Modification Agreement is conditioned upon payment of the fees owed to Bank related to this Loan Modification Agreement and Bank’s receipt of that certain Warrant agreement between Borrower and Bank. This Loan Modification Agreement is executed as of the date first written above. By: /s/ C▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ By: /s/ M▇▇▇▇ ▇▇▇▇▇ Name: C▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Name: M▇▇▇▇ ▇▇▇▇▇ Title: CFO Title: VP The Collateral consists of all of Borrower’s right, amendment or extension of any Facility Letter of Credit is subject title and interest in and to the satisfaction in full following: Each item of equipment, or personal property financed with an “Equipment 2 Advance” pursuant to that certain Loan and Security Agreement, dated as of the following conditions on Effective Date (as defined therein) (the Issuance Date: (i) “Loan Agreement”), by and between Debtor and Secured Party, including, without limitation, the Borrower shall have delivered property described in Annex A hereto, whether now owned or hereafter acquired, together with all substitutions, renewals or replacements of and additions, improvements, and accessions to any and all of the foregoing, and all proceeds from sales, renewals, releases or other dispositions thereof. LOAN AGREEMENT SUPPLEMENT No. [ ], dated , 200___(“Supplement”), to the Issuer at Loan and Security Agreement dated as of March 20, 2002 (the “Loan Agreement) by and between the undersigned (“Borrower”), and Silicon Valley Bank (“Bank”). Capitalized terms used herein but not otherwise defined herein are used with the respective meanings given to such times and terms in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant Loan Agreement. To secure the prompt payment by Borrower of all amounts from time to time outstanding under the terms thereofLoan Agreement, and the proposed Facility Letter performance by Borrower of Credit all the terms contained in the Loan Agreement, Borrower grants Bank, a first priority security interest in each item of equipment and other property described in Annex A hereto, which equipment and other property shall be reasonably satisfactory deemed to such Issuer in form be additional Financed Equipment and contentCollateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, provided, however, in the event of any conflict between the terms of this Agreement approved and the terms confirmed. Annex A (Equipment Schedule) and Annex B (Loan Terms Schedule) are attached hereto. The proceeds of the Reimbursement AgreementLoan should be transferred to Borrower’s account with Bank set forth below: Bank Name: Silicon Valley Bank Account No.: Borrower hereby certifies that (a) the foregoing information is true and correct and authorizes Bank to endorse in its respective books and records, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation Basic Rate applicable to the Issuer and no directive from any governmental authority with jurisdiction over Funding Date of the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, Loan contemplated in this Loan Agreement Supplement and the Agent and such Issuer shall have received a certificate, substantially principal amount set forth in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: Loan Terms Schedule; (ab) the representations and warranties contained made by Borrower in Article IV of this the Loan Agreement are true and correct in all material respects on the date hereof and as of will be true and correct on such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) Funding Date. No Default or Event of Default has occurred and is continuing or would result from under the issuanceLoan Agreement. This Supplement may be executed by Borrower and Bank in separate counterparts, amendment or extension each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. This Supplement is delivered as of this day and year first above written. SILICON VALLEY BANK ALEXZA MOLECULAR DELIVERY CORPORATION By: By: Name: Name: Title: Title: Annex A – Description of Financed Equipment Annex B – Loan Terms Schedule The Financed Equipment being financed with the Equipment 2 Advance which this Loan Agreement Supplement is being executed is listed below. Upon the funding of such Facility Letter Equipment 2 Advance, this schedule automatically shall be deemed to be a part of Credit; the Collateral. of Equipment: Make M▇▇▇▇ ▇▇▇▇▇▇ # ▇▇▇▇▇▇▇ # Loan Funding Date: , 200_ Original Loan Amount: $ Basic Rate: % Loan Factor: % Scheduled Payment Dates and Amounts*: One (iv1) payment of $ due payment of $ due monthly in advance from through . One (1) payment of $ due Maturity Date: Final Payment: An additional amount equal to the Issuer Final Payment Percentage multiplied by the Loan Amount then in effect, shall be paid on the Maturity Date with respect to such Loan. Payment No. Payment Date 1 4 ... 47 [48] ... */ The amount of each Scheduled Payment will change as the Loan Amount changes. This Loan Modification Agreement is entered into as of September 3, 2003, by and between Alexza Molecular Delivery Corporation (the Agent shall have received such other approvals, opinions, or documents as either may reasonably request“Borrower”) and Silicon Valley Bank (“Bank”).

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is 3.1 This Agreement shall be expressly subject to the satisfaction in full of condition that the following conditions on the Issuance Date: (i) the Borrower Bank shall have delivered to received on or before the Issuer at such times Effective Date in form and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be substance reasonably satisfactory to such Issuer in form the Bank and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatits legal advisors: (a) a certified true copy of the representations certificate of good standing of the Borrowers and warranties contained in Article IV the Corporate Guarantors or other equivalent document issued by the competent authorities of this Agreement are correct in all material respects on and as the place of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; andits formation; (b) No Default a recent certificate of incumbency of the Borrowers and the Corporate Guarantors signed by the secretary or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credita director thereof; (ivc) certified and duly legalised copies of resolutions of the Directors and the members of the New Corporate Guarantor and (and of any corporate shareholder thereof) approving this Agreement and any relevant Additional Security Documents to which each is or is to be a party and authorising appropriate officers or attorneys in fact to execute the same and to sign all notices required to be given under this Agreement on its behalf or evidence of such approvals and authorisations as shall be acceptable to the Bank; (d) the Issuer original of the power(s) of attorney issued in favour of the person(s) who shall execute this Agreement and the Agent shall have received Additional Security Documents on behalf of the New Corporate Guarantor; (e) favourable legal opinions from lawyers acceptable to the Bank and its legal advisors on such matters concerning the laws of The ▇▇▇▇▇▇▇▇ Islands and such other approvalsapplicable jurisdiction(s) as the Bank shall reasonably require; (f) duly executed originals of each of the Additional Security Documents by the respective parties thereto and, opinionswhere appropriate, duly registered in favour of the Bank; (g) certified true copies of (aa) the corporate resolutions of the Board of Directors of the Existing Corporate Guarantor and the New Corporate Guarantor approving the sale by the Existing Corporate Guarantor and the purchase by the New Corporate Guarantor of the stock of each Borrower (bb) the amended and restated limited liability company agreements relating to each of the Borrowers specifying the New Corporate Guarantor as the sole holder of the membership interests in each such Borrower and any other document pertaining to the transfer of all the issued and outstanding share capital of the Borrowers from the Existing Corporate Guarantor to the New Corporate Guarantor and (c) the new shares certificates of each Borrower specifying the New Corporate Guarantor as owner thereof; (h) a duly certified true copy of the Articles of Incorporation and By-Laws or documents of any other constitutional documents, as either the case may reasonably requestbe, and of the organisational minutes of the New Corporate Guarantor. 3.2 The Bank shall, upon receipt of the conditions precedent referred to in clause 3.1, promptly deliver to the Borrowers a notice substantially in the form set out in Schedule 1 to this Agreement advising the Borrowers of the Effective Date, duly executed by it and (b) the Existing Guarantor a deed of release substantially in the form agreed between the Bank and the Existing Corporate Gurantor.

Conditions. The issuanceIn consideration for the consents and waivers set out in paragraph 2.2 (Consents and Waivers), amendment or extension of any Facility Letter of Credit is subject the Borrower agrees to the satisfaction in full of the following conditions on the Issuance Dateand covenants set forth below: (i) (A) that the Borrower shall have delivered continues to deliver Compliance Certificates (with a copy to each other Secured Creditor Representative) in accordance with the requirements of the CTA (whether or not such Compliance Certificates are Complying Compliance Certificates) until the End Date, and (B) that the Borrower delivers to the Issuer at such times and Security Trustee (with a copy to each other Secured Creditor Representative) a Complying Compliance Certificate in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms respect of the Reimbursement Agreement, the terms of this Agreement shall controltwelve month period ending on 31 December 2022; (ii) as that the Borrower will hold, on one occasion in each remaining quarter until the End Date, a conference call with the Secured Creditors in order to update them in relation to the business, performance and strategy of the Issuance Date no orderGroup during the COVID-19 Pandemic including (without limitation) a discussion of the liquidity position of the Group (Conference Call) (and together with paragraph (iii) below, judgment or decree the Additional Information Covenant). The Borrower shall notify the Secured Creditors of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to date for the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of CreditConference Call not less than fifteen Business Days prior thereto; (iii) that the following statements Borrower shall be truedeliver to each Secured Creditor Representative five Business Days prior to each Conference Call, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized director or the chief financial officer of the Borrower dated in substantially the Issuance Date stating that: form contained at Appendix 2 (a) the representations and warranties contained Quarterly Update Certificate). A Secured Creditor may reasonably request the Quarterly Update Certificate contain additional information, provided that such request is made in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except writing to the extent that any such representation Obligors on or warranty is stated prior to relate solely the tenth Business Day prior to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of CreditConference Call; (iv) the Issuer Borrower shall ensure that: (A) on each Liquidity Test Date to and including the Agent End Date, the Liquidity available to the Group on such Liquidity Test Date, is for the six month period commencing on such Liquidity Test Date (Liquidity Period) sufficient to meet the Projected Liabilities of the Group (Minimum Liquidity Test); (B) On each Liquidity Reporting Date (other than the Liquidity Reporting Date in respect of the End Date to which paragraph (B) of that definition applies), the Borrower shall have received deliver to each Secured Creditor Representative a Minimum Liquidity Certificate; For the purposes of paragraph 2.3(a)(iv) above: (i) operating expenditure (including staff costs and external costs of the Group); (ii) anticipated Capital Expenditure; (iii) Working Capital; (iv) Consolidated Net Finance Charges (v) principal amounts of Financial Indebtedness falling due during the Liquidity Period (excluding any such principal amounts falling due for payment under an Authorised Credit Facility which is a revolving credit facility (RCF), provided that (X) the maturity date of such RCF does not fall within the Liquidity Period and (Y) any amount so repaid remains available for drawing under such RCF during the Liquidity Period), (vi) taxes falling due for payment during the Liquidity Period and (vii) other approvals, opinions, or documents as either may reasonably requestobligations falling due for payment by an Obligor during the Liquidity Period.

Conditions. 6.1 Conditions to Each of Modtech's and SPI's Obligation to Effect the Mergers. The issuance, amendment or extension respective obligations of any Facility Letter of Credit is Modtech and SPI to effect the Mergers will be subject to the satisfaction in full fulfillment or waiver by both parties at or prior to the Closing Date of the following conditions conditions: (a) The Modtech Merger and this Agreement shall have been validly approved and adopted by the affirmative vote of the holders of at least that number of outstanding shares of Modtech Shares required to approve the Modtech Merger under the CGCL and Modtech's articles of incorporation at the stockholders' meeting referred to in Section 5.2 (the "Modtech Stockholder Approvals"); (b) The SPI Merger and this Agreement shall have been validly approved and adopted by the affirmative vote of the holders of at least that number of outstanding shares of SPI Shares required to approve the SPI Merger under the CBCA and SPI's articles of incorporation at the stockholders' meeting referred to in Section 5.2 (the "SPI Stockholder Approvals"); (c) Neither Modtech nor SPI shall be subject to any order, decree, ruling or injunction of a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, and no law, statute, rule or regulation shall have been promulgated or enacted by a governmental or regulatory authority, which prohibits the consummation of the transactions contemplated by this Agreement or would otherwise impair the ability of Holdings to operate the business of Modtech and SPI on a consolidated basis following the Issuance Date:Closing and there shall be no pending action, proceeding or investigation by or before any governmental entity challenging or seeking material damages in connection with the Mergers or otherwise limiting the right of Modtech and SPI to continue their respective operations (and those of their Subsidiaries) following the Closing; (d) The waiting period applicable to the consummation of the Mergers under the HSR Act shall have expired or been terminated; (e) The Form S-4 shall have become effective and shall be effective at the Effective Time, and no stop order suspending effectiveness of the Form S-4 shall have been issued which shall be in effect at the Effective Time, no action, suit, proceeding or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing or, to the knowledge of Modtech or SPI, be threatened in writing, and all necessary approvals under state securities laws relating to the issuance or trading of Holdings Common Stock to be issued to Modtech and SPI stockholders in connection with the Mergers shall have been received; (f) Holdings shall have successfully negotiated and put into effect a credit facility on terms acceptable to Holdings, which facility shall provide approximately $100 million in available credit, (approximately $45 million of which shall be a term loan, $30 million of which shall be a revolving loan, and $25 million of which shall be an acquisition line of credit); (g) All consents, licenses, permits, authorizations, orders and approvals of (or filings or registrations with) any governmental or regulatory authorities, and all consents, authorizations and approvals of any other entity (including, without limitation, any bank or financial institution) required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Mergers and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, license, permit, authorization, order, approval, filing or registration would not have a Material Adverse Effect on Holdings and its Subsidiaries, taken as a whole, following the Effective Time; (h) Holdings Common Stock to be issued to Modtech and SPI stockholders in connection with the Mergers shall have been approved for listing on Nasdaq, subject only to official notice of issuance; (i) After the Borrower shall have delivered to the Issuer at such times Effective Time and except as set forth in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms no Person will have any right under any stock option plan (or any option granted thereunder) or other plan, program or arrangement to acquire any securities of this Agreement shall controlModtech, SPI or any of their respective Subsidiaries; (iij) as Holders of Modtech Shares representing no more than 5% of the Issuance Date no orderissued and outstanding Modtech Shares shall have exercised, judgment or decree of any courtand not withdrawn, arbitrator or governmental authority shall enjoin or restrain such Issuer their rights to dissent from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of CreditModtech Merger; (iiik) Holders of SPI Shares representing no more than 5% of the following statements issued and outstanding SPI Shares shall be truehave exercised, and not withdrawn, their rights to dissent from the Agent and such Issuer SPI Merger; (l) All of the parties set forth on the signature page thereof shall have received a certificate, entered into the Registration Rights Agreement substantially in the form of Exhibit G; (m) Holdings and KRG Capital shall each have entered into the Transaction Advisory Agreement substantially in the form of Exhibit F; (n) Such key employees as shall be identified by mutual agreement of Modtech and SPI shall have entered into employment agreements with Holdings on terms acceptable to Holdings; (o) Holdings shall have delivered the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained described in Article IV Section 5.16 of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier dateAgreement; and (bp) No Default or Event The affiliates of Default has occurred Modtech and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent SPI shall have received such other approvals, opinions, or documents as either may reasonably requestentered into the Lockup Agreements.

Conditions. The issuanceIn addition to any other conditions to the Loan set out in this Agreement, amendment PFG will not make the Loan until PFG shall have received, in form and substance satisfactory to PFG, such documents, and completion of such other matters, as PFG may reasonably deem necessary or extension appropriate, including that there shall be no discovery of any Facility Letter facts or circumstances which would, as determined by PFG in its sole discretion, negatively affect or be reasonably expected to negatively affect the collectability of Credit is subject the Obligations, PFG’s security interest in Borrower’s Collateral or the value thereof, including, without limitation: (a) duly executed original signatures of each Borrower to the satisfaction in full Loan Documents to which Borrower is a party, including this Agreement, a Cross-Corporate Continuing Guaranty and Security Agreement (together with ancillary Solvency Certificates), an Intellectual Property Security Agreement and related Collateral Notices and Agreements; (b) Borrower’s respective constitutional documents and a good standing certificate of each Borrower certified by the Secretary of State of the following conditions State of Nevada as of a date no earlier than thirty (30) days prior to the date hereof, together with a foreign qualification certificate from the State of California for each Borrower operating in California; (c) an Incumbency Certificate and Secretary's Certificate certifying and appending borrowing resolutions for each Borrower; (d) account control agreements as required by Section 8(a) of this Schedule, duly executed by Borrower and each relevant depositary institution; (e) certified copies, dated as of a recent date, of financing statement searches, as PFG shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the Loan, will be terminated or released; (f) the Representations, duly executed by the Agent on behalf of itself and each Borrower, (g) a landlord consent executed in favor of PFG by the Issuance Date:Borrower’s principal office lessor in respect of Borrower’s premises in Irvine, California; (h) a duly executed warrant purchase agreement and warrants in favor of PFG to purchase 10,000,000 shares of Borrower’s common stock in agreed form (the “PFG Warrant”); (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably insurance policies and/or endorsements required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlSection 4.3; (iij) as payment of the Issuance Date no order, judgment or decree Fee specified in Section 3 of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing this Schedule and PFG’s expenses incurred in connection with the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of CreditLoan; (iiik) a duly executed Compliance Certificate dated the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form date hereof; (l) evidence of the certificate attached hereto as Exhibit Dfull and indefeasible pay-off of any Indebtedness other than Permitted Indebtedness, signed by a duly authorized officer of together with the Borrower dated the Issuance Date stating that: (a) the representations discharge any and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier dateassociated liens; and (bm) No Default or Event of Default has occurred and is continuing or would result from to the issuanceextent required in order to provide Borrower additional time to satisfy certain conditions set forth in this Section 9, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably request.a post-closing obligations letter agreement in PFG's customary form. By /s/ B▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By /s/ L▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: /s/ L▇▇▇▇▇▇▇ ▇▇▇▇▇ By /s/ L▇▇▇ ▇▇▇ By /s/ J▇▇▇ ▇▇▇▇▇▇▇▇ By /s/ B▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By /s/ L▇▇▇ ▇▇▇ By /s/ L▇▇▇ ▇▇▇

Conditions. The issuanceIn addition to any other conditions to the Loan set out in this Agreement, amendment PFG will not make any Loan until PFG shall have received from Borrower, in form and substance satisfactory to PFG, such documents, and completion of such other matters, as PFG may reasonably deem necessary or extension appropriate, including that there shall be no discovery of any Facility Letter facts or circumstances which would, as determined by PFG in its sole discretion, negatively affect or be reasonably expected to negatively affect the collectability of Credit is subject the Obligations, PFG’s security interest in Borrower’s Collateral or the value thereof. Notwithstanding the foregoing, Borrower agrees to deliver to PFG each item required to be delivered to PFG under this Agreement as a condition precedent to any Loan. Borrower expressly agrees that a Loan made prior to the satisfaction receipt by PFG of any such item shall not constitute a waiver by PFG of Borrower’s obligation to deliver such item, and the making of any Loan in full the absence of a required item shall be in PFG’s sole discretion. Without limiting the following foregoing, as conditions on precedent to the Issuance DateLoan, Borrower shall provide: (i) the duly executed original signatures of Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe Loan Documents to which Borrower is a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereofparty, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and contentincluding, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms Intellectual Property Security Agreement and related Collateral Agreements and Notices, landlord consents and bailee waivers, and subordination agreements among PFG, Borrower and holders of this Agreement shall controlSubordinated Debt; (ii) Borrower’s Constitutional Documents and, where applicable, a good standing certificate of Borrower certified by the Secretary of State or other Governmental Body of the jurisdiction of formation of Borrower, as of the Issuance Date a date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable earlier than thirty (30) days prior to the Issuer date hereof, together with a foreign qualification certificate from the States of Wisconsin, Massachusetts, California, Connecticut, Minnesota, Alabama, Pennsylvania and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of CreditTexas; (iii) A Certificate of Incumbency and a Secretary’s Certificate certifying the following statements shall be trueConstitutional Documents of Borrower and resolutions of the Board of Borrower authorizing the execution, delivery and performance of the Agent and Loan Documents to which such Issuer shall have received Borrower is a certificateparty, substantially including in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of CreditPFG Warrant; (iv) Control Agreements as required by Section 8(b) of this Schedule, duly executed by Borrower and each relevant depositary institution in favor of PFG, including from Silicon Valley Bank; (v) certified copies, dated as of a recent date, of Security Instrument searches, as PFG shall request, accompanied by written evidence (including any UCC termination statements) that the Issuer Liens indicated in any such Security Instruments either constitute Permitted Liens or have been or, in connection with the Loan, will be terminated or released; (vi) the Representations, duly executed by Borrower, (vii) landlord consents executed in favor of PFG by Borrower’s principal office lessor in respect of its premises in Madison, Wisconsin and, if required by PFG, each other premises where Borrower holds Collateral with a fair value in excess of $10,000, and warehouseman’s/bailee waivers in respect of third party premises where Collateral with a fair value in excess of $10,000 is stored or housed, including Borrower’s facilities at Embedtek (Hartland, WI), 5Nines (Madison, WI) and TDS (Madison, WI); (viii) duly executed Warrants in favor of PFG (the “PFG Warrant”) to purchase up to 66,000 Common Shares of Borrower, in agreed form; (ix) the insurance policies and/or endorsements required pursuant to Section 4.3; (x) payment of the Fees specified in Section 3 of this Schedule and Lender Expenses incurred in connection with the Loan; (xi) any third party consents required in order for Borrower to enter into and perform the Loan Documents; (xii) execution and delivery of a subordination agreement between PFG and the Agent Senior Lender, in agreed form; (xiii) execution and delivery of a subordination Agreement between PFG and M▇▇▇ ▇▇▇▇▇▇, in agreed form; (xiv) PFG shall have received true, correct and current copies of the Senior Loan Documents; (xv) Borrower shall have paid the $200,000 (aggregate) “put” amount to Partners for Growth IV, L.P., SVB Financial Group and PFG Equity Investors, LLC under (and in cancelation of) the warrants to purchase Borrower’s common stock, each dated May 14, 2015; (xvi) during the period between April 18, 2018 and the Effective Date, Borrower shall have received not less than $500,000 in Cash proceeds of the sale of its equity or Subordinated Debt; (xvii) Execution, delivery and (as necessary or appropriate) filing of all Security Instruments; and (xviii) to the extent that the conditions to this Agreement have not been completed as of the Effective Date, a post-closing obligations letter in PFG’s customary form by which PFG waives or defers performance of such other approvalsconditions as PFG is willing to defer in its sole business discretion. [Signature Page Follows] Section 3.4(d) – Fixtures, opinions, or documents as either may reasonably requestEtc.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject Investor’s obligations to fund the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required Commitment pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatcommitment letter are conditioned upon: (a) the representations satisfaction of all conditions precedent to the obligations of P▇▇▇▇▇ and warranties contained Merger Sub (as defined in Article IV the Merger Agreement, which is attached as Exhibit A hereto) to consummate the Transaction set forth in the Merger Agreement (without any waiver of this any such condition or amendment of the Merger Agreement except waivers or amendments in which Parent, Merger Sub and the Investor concur in writing); (b) the contemporaneous purchase (i) by any other co-investor or other entities of Interests in Holdco at an equivalent price and on the same economic terms as the purchase by the Investor of its Interest in Holdco and (ii) by the Sponsor of its Shareholder Interest in Parent at an equivalent price and on the same economic terms as the purchase by Holdco of its Shareholder Interest in Parent, which Shareholder Interests, in the aggregate, are correct sufficient to fund the Merger Consideration (as defined in all material respects on and the Merger Agreement) less the amount of the Debt Financing (as defined in the Merger Agreement); provided, that the economic terms with respect to the Sponsor shall not include differences attributable to the payment of any transaction fees or monitoring fees paid or payable to the Sponsor or its affiliates as of or following the consummation of the Transaction, which monitoring fees shall not exceed the amount set forth on Schedule A hereto; provided, further, that upon the consummation of the Transaction, the Investor shall share in such Issuance Date transaction fees in the manner and amount set forth on Schedule A hereto; (c) the substantially contemporaneous funding of the Debt Financing or any alternative debt financing (on terms that are not materially less favorable from the standpoint of Parent and Merger Sub than, those previously disclosed in the Debt Commitment Letters (as though made on and as defined in the Merger Agreement)) (subject only to receipt of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier dateCommitment); and (bd) No Default ▇▇▇▇▇ having executed or Event caused to be executed, and having delivered or caused to be delivered to the Investor, each of Default has occurred and is continuing or would result from the issuanceSubscription Agreement for Holdco (the “Subscription Agreement”), amendment or extension of such Facility Letter of Credit; (iv) the Issuer Holdco Operating Agreement, the Parent Operating Agreement and the Agent shall have received such other approvals, opinions, or documents Side Letter (as either may reasonably requestdefined below) in accordance with Section 4 hereof.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter Article 2 of Credit this Amendment is subject to the satisfaction in full of the following conditions precedent on or before January 22, 2002 (the Issuance "Effective Date:"): (a) The Administrative Agent shall have received: (i) a certificate as to the good standing of the Borrower shall have delivered to the Issuer at as of a recent date from such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter Secretary of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; State; (ii) as a certificate of the Issuance Date no order, judgment Secretary or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer an Assistant Secretary of the Borrower dated the Issuance Effective Date stating that:and certifying (A) that the Borrower's bylaws previously certified to the Administrative Agent under the Assistant Secretary's Certificate dated July 29, 1999 remain in full force and effect on and as of the Effective Date without further modifications or amendments in any respect; (B) attached thereto is a true and complete copy of resolutions, duly adopted by the Board of Directors authorizing the execution, delivery and performance of this Amendment and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Articles of Incorporation dated January 12, 2001 previously delivered to the Administrative Agent in January 2001 remain in full force and effect on and as of the Effective Date without further modifications or amendments in any respect; and (D) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of the Borrower; (iii) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or the Administrative Agent, shall reasonably request. (ab) The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the Effective Date. (c) The Borrower shall have paid to the Administrative Agent all unpaid interest and fees owed under the Credit Agreement as of the Effective Date and each Terminating Lender shall have received the repayment in full of all outstanding principal, all accrued and unpaid interest and fees and all other outstanding amounts, in each case which are owed to it as of the Effective Date. (d) All representations and warranties contained in Article IV of this the Credit Agreement are correct (as amended hereby) shall be true, correct, and complete in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except for representations specifically relating to the extent that any such representation or warranty is stated to relate solely to an earlier a prior date, in which case such representation or warranty is correct in all material respects as of such earlier date; and; (be) No Default or Event of Default has shall have occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Creditbe continuing; (ivf) All corporate proceedings taken in connection with the Issuer transactions contemplated by this Amendment and all other agreements, documents, and instruments executed and/or delivered pursuant hereto, and all legal matters incident thereto, shall be satisfactory to the Administrative Agent and its legal counsel; (g) Payment or reimbursement to the Lenders, and the Agents of all outstanding expenses, fees and other costs incurred by, or due to, the Lenders, and the Agents for which such entity has presented an invoice to the Borrower prior to the Effective Date; and (h) The Administrative Agent shall have received such other approvalsadditional agreements, opinionscertificates, documents, instruments and information as the Administrative Agent or documents as either its legal counsel may reasonably requestrequest to effect the transactions contemplated hereby.