Common use of Required Banks Clause in Contracts

Required Banks. Pursuant to Section 9.05 of the Agreement, the Agreement may be modified as provided in this Amendment with the agreement of the Required Banks which means Banks having more than fifty percent (50%) of the Commitments, or if the Commitments have been terminated, Banks with Committed Exposure of more than fifty percent (50%) of the aggregate Committed Exposure (such percentage applicable to a Bank, herein such Bank’s “Required Bank Percentage”). For purposes of determining the effectiveness of this Amendment, each Bank’s Required Bank Percentage is set forth on Schedule 4.13 hereto. Executed as of the date first written above. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, INC., as the Borrower By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Senior Vice President, Finance & Corporate Development JPMORGAN CHASE BANK, N.A. (formerly JPMorgan Chase Bank), individually as a Bank, an Issuing Bank and as Administrative Agent By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Authorized Officer FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 9 BANK OF AMERICA, N.A. (successor in interest by merger to Fleet National Bank), as Collateral Agent and a Bank By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 10 OTHER BANKS: ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (successor in interest to Wachovia Bank, National Association) By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, Senior Vice President FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 11 PNC BANK, NATIONAL ASSOCIATION (successor in interest to National City Business Credit, Inc.) By: /s/ ▇▇▇▇▇▇▇ Canon ▇▇▇▇▇▇▇ Canon, Vice President FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 12 By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Vice-President FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 13 By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Senior Vice President By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Corporate Banking Relationship Manager FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 14 By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, Director FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 15

Required Banks. Pursuant to Section 9.05 of The Agreement and the Agreement, the Agreement Consent Letter may be modified as provided in this Amendment with the agreement of the Required Banks which means Banks having more than fifty fifty—one percent (5051%) or more of the Commitments, or if the Commitments have been terminated, Banks with Committed Exposure of more than fifty percent (50%) sum of the aggregate Committed Exposure total Revolving Commitments (such percentage applicable to a Bank, herein such Bank’s “Required Bank Percentage”). For purposes of determining the effectiveness of this Amendment, each Bank’s Required Bank Percentage is set forth on Schedule 4.13 5.13 hereto. Executed as of the date first written above. PARENT AND BORROWER: HORIZON HEALTH CORPORATION HORIZON MENTAL HEALTH MANAGEMENT, INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Authorized Officer for both Parent and Borrower AGENT AND BANKS: JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank, who was formerly The Chase Manhattan Bank, who was successor-in- interest by merger to the Chase Bank of Texas, National Association who was formerly known as TEXAS COMMERCE BANK NATIONAL ASSOCIATION), individually as a Bank, as Agent, and as Issuing Bank By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Senior Vice President CONSENT AND FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, INC.Page 7 BANK OF AMERICA, as the Borrower NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ Title: Senior Vice President, Finance & Corporate Development JPMORGAN CHASE President ▇▇▇▇▇ FARGO BANK, N.A. (formerly JPMorgan Chase Bank), individually as a Bank, an Issuing Bank and as Administrative Agent By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇Fargo Bank Texas, National Association) By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇, Authorized Officer FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 9 BANK OF AMERICA, N.A. (successor in interest by merger to Fleet National Bank), as Collateral Agent and a Bank By▇ Name: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 10 OTHER BANKS: . ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (successor in interest to Wachovia Bank, National Association) ByTitle: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, Senior Vice President FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 11 PNC BANK, KEYBANK NATIONAL ASSOCIATION (successor in interest to National City Business Credit, Inc.) By: /s/ ▇▇▇▇▇▇▇ Canon ▇Beamanti Name: ▇▇▇▇▇▇ Canon, Beamanti Title: Senior Vice President FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTWACHOVIA BANK, Page 12 By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Vice-President FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 13 NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Senior Vice President ByName: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇Title: Vice President AMEGY BANK, Corporate Banking Relationship Manager FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 14 N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, Director ▇ Title: Vice President CONSENT AND FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 158 Each Obligated Party (i) consents and agrees to this First Amendment to Third Amended and Restated Credit Agreement; (ii) agrees that the Guaranty, Subsidiary Security Agreement, and the Subsidiary Pledge Agreement to which it is a party shall remain in full force and effect and shall continue to be the legal, valid, and binding obligation of such Obligated Party enforceable against it in accordance with its terms; (iii) agrees that the “Obligations” as defined in the Agreement as amended hereby (including, without limitation, all obligations, indebtedness, and liabilities arising in connection with the Letters of Credit and the increase in the Revolving Commitments contemplated hereby) are “Obligations” as defined in the Guaranty; and (iv) agrees that any reference to the “Borrower” in the Guaranty, Subsidiary Security Agreement or Subsidiary Pledge Agreement shall mean Horizon Mental Health Management, Inc. as the “Borrower” hereunder successor by assumption to the obligations of the Parent. OBLIGATED PARTIES: MENTAL HEALTH OUTCOMES, INC. HORIZON HEALTH PHYSICAL REHABILITATION SERVICES, INC. (formerly Specialty Rehab Management, Inc.) HHMC PARTNERS, INC. HORIZON BEHAVIORAL SERVICES, INC. (successor in interest by merger to Horizon Behavioral Services IPA, Inc., Horizon Behavioral Services of New Jersey, Inc., Horizon Behavioral Services of New York, Inc., Horizon Behavioral Services of California, Inc., Employee Assistance Programs International, LLC, Florida Psychiatric Associates, LLC, Horizon Behavioral Services of Florida, LLC, and Occupational Health Consultants of America, Inc.) HMHM OF TENNESSEE, INC. EMPLOYEE ASSISTANCE SERVICES, INC. HHC INDIANA, INC. HHC OHIO, INC. HHC POPLAR SPRINGS, INC. HHC RIVER PARK, INC. PSYCHMANAGEMENT GROUP, INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Authorized Officer for each Obligated Party CONSENT AND FIRST AMENDMENT TO EXHIBIT A, Cover Page Fiscal Quarter ending , To: JPMorgan Chase Bank, N.A.

Required Banks. Pursuant to Section 9.05 14.11 of the Agreement, Section 9.10 of the Agreement may be modified as provided in this Amendment with the agreement of the Required Banks which means Banks having more than fifty either a direct or, in the case of Swingline Loans, participation interests in the following calculated without duplication: (a) sixty-six and two-thirds percent (50%66_%) or more of the Commitments, Revolving Commitments and the aggregate outstanding principal amount of the Term Loans or (b) if the Revolving Commitments have been terminated, Banks with Committed Exposure of more than fifty sixty-six and two-thirds percent (50%66_%) or more of the aggregate Committed Exposure sum of (i) the outstanding principal amount of the Loans and (ii) the participations in outstanding Letter of Credit Liabilities (such percentage applicable to a Bank, herein such Bank’s “'s "Required Bank Percentage”"). For purposes of determining the effectiveness of this Amendment, each Bank’s 's Required Bank Percentage is set forth on Schedule 4.13 5.11 hereto. Executed as of the date first written above. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, BORROWER: DARLING INTERNATIONAL INC., as the Borrower By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Senior Vice President, Finance & Corporate Development JPMORGAN CHASE BANK, N.A. (formerly JPMorgan Chase Bank), individually as a Bank, an Issuing Bank and as Administrative Agent By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Authorized Officer FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 9 BANK OF AMERICA, N.A. (successor in interest by merger to Fleet National Bank), as Collateral Agent and a Bank By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------ ▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President FIRST AMENDMENT TO THIRD AMENDED Treasurer AGENT AND RESTATED CREDIT AGREEMENT, Page 10 OTHER BANKS: ▇▇▇▇▇ FARGO CAPITAL FINANCEBANKBOSTON, LLC (successor in interest to Wachovia Bank, National Association) N.A.,as Agent and as a Bank By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, Senior Vice President FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 11 PNC BANK, NATIONAL ASSOCIATION (successor in interest to National City Business Credit, Inc.) By: /s/ ▇▇▇▇▇▇▇ Canon ▇▇▇▇▇▇▇ Canon, Vice President FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 12 By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇---------------------------- ▇▇▇▇▇ ▇▇▇▇▇, Vice▇ Vice President CO-President FIRST AMENDMENT TO THIRD AMENDED AND RESTATED AGENTS: CREDIT AGREEMENT, Page 13 LYONNAIS NEW YORK BRANCH By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Senior Vice President Name: Title: COMERICA BANK By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Corporate Banking Relationship Manager FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTIII Vice President ▇▇▇▇▇ FARGO BANK (TEXAS), Page 14 NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President OTHER BANKS: ▇▇▇▇▇▇ TRUST AND SAVINGS BANK By: Name: Title: THE FIRST NATIONAL BANK OF CHICAGO By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President HIBERNIA NATIONAL BANK By: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President THE SUMITOMO BANK, LIMITED By: Name: Title: By: Name: Title: SUNTRUST BANK, ATLANTA By: F. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President By: Name: Title: CREDIT AGRICOLE INDOSUEZ By: Name: Title: By: Name: Title: THE FUJI BANK, LIMITED - NEW YORK BRANCH By: Name: Title: NATIONSBANK, N.A. By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ Senior Vice President THE BANK OF NOVA SCOTIA By: Name: Title: BANK ONE, TEXAS, N.A. By: Name: Title: Obligated Party Consent Each of the undersigned Obligated Parties: (i) consent and agree to this Amendment; and (ii) agree that the Loan Documents to which it is a party shall remain in full force and effect and shall continue to be the legal, valid and binding obligation of such Obligated Party enforceable against it in accordance with their respective terms. OBLIGATED PARTIES: DARLING RESTAURANT SERVICES INC. ESTEEM PRODUCTS INC. INTERNATIONAL PROCESSING CORPORATION INTERNATIONAL TRANSPORTATION SERVICE, INC. THE STANDARD TALLOW CORPORATION By: ▇▇▇▇ ▇▇▇▇▇▇▇▇, Treasurer of each of the forgoing companies Schedule 5.11 to First Amendment to Amended and Restated Credit Agreement REQUIRED BANK PERCENTAGES BANK Required Bank Banks Agreeing Percentage to Amendment ----------------------------------------------- ----------------- ------------- BankBoston, N.A. 11.11111111% 11.11111111% ----------------------------------------------- ----------------- ------------- Credit Lyonnais 9.33333333% 9.33333333% ----------------------------------------------- ----------------- ------------- Comerica Bank 9.33333333% 9.33333333% ----------------------------------------------- ----------------- ------------- ▇▇▇▇▇ Fargo Bank (Texas), N.A. 9.33333333% ----------------------------------------------- ----------------- ------------- ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇Trust and Savings Bank 9.33333333% 9.33333333% ----------------------------------------------- ----------------- ------------- The First National Bank of Chicago 9.33333333% 9.33333333% ----------------------------------------------- ----------------- ------------- Hibernia National Bank 5.77777778% ----------------------------------------------- ----------------- ------------- The Sumitomo Bank, Director FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTLimited 5.77777778% 5.77777778% ----------------------------------------------- ----------------- ------------- Suntrust Bank, Page 15Atlanta 5.77777778% 5.77777778% ----------------------------------------------- ----------------- ------------- Caisse Nationale De Credit Agricole 4.44444444% 4.44444444% ----------------------------------------------- ----------------- ------------- The Fuji Bank, Limited - Houston Agency 5.77777778% 5.77777778% ----------------------------------------------- ----------------- -------------

Required Banks. Pursuant to Section 9.05 of the Agreement, the The Agreement may be modified as provided in this Amendment with the agreement of the Required Banks which means the Banks having more than fifty sixty percent (5060%) of the Commitments, or if sum of (i) the Commitments have been terminated, Banks with Committed Exposure of more than fifty percent (50%) aggregate unpaid principal amount of the aggregate Committed outstanding Loans plus (ii) the Letter of Credit Exposure (such percentage applicable to a Bank, herein such Bank’s “Required Bank Percentage”). For purposes of determining the effectiveness of this Amendment, each Bank’s Required Bank Percentage is set forth on Schedule 4.13 3.13 hereto. Executed EXECUTED as of the date first written above. Company and Haggar: HAGGAR CLOTHING CO., a Nevada corporation HAGGAR CORP., a Nevada corporation By: ▇. ▇. ▇▇▇▇▇▇, III Chief Executive Officer for both Agent: JPMORGAN CHASE BANK (formerly The Chase Manhattan Bank), Individually and as Agent By: Name: Title: Banks: GUARANTY BANK By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Senior Vice President COMERICA BANK - TEXAS By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, INC., as the Borrower By▇ Name: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Senior Vice President, Finance & Corporate Development JPMORGAN CHASE BANK, N.A. (formerly JPMorgan Chase Bank), individually as a Bank, an Issuing Bank and as Administrative Agent By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Authorized Officer FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 9 BANK OF AMERICA, N.A. (successor in interest by merger to Fleet National Bank), as Collateral Agent and a Bank By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 10 OTHER BANKS: ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (successor in interest to Wachovia Bank, National Association) By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, Senior Vice President FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 11 PNC BANK, NATIONAL ASSOCIATION (successor in interest to National City Business Credit, Inc.) By: /s/ ▇▇▇▇▇▇▇ Canon ▇▇▇▇▇▇▇ Canon, Vice President FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 12 By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Assistant Vice President BANK OF AMERICA, Vice-N.A. By: Name: Title: SOUTHWEST BANK OF TEXAS, N.A. By: Name: Title: U.S. BANK NATIONAL ASSOCIATION By: Name: Title: THE BANK OF NOVA SCOTIA By: Name: Title: COMERICA BANK - TEXAS By: Name: Title: BANK OF AMERICA, N.A. By: /s/ Chitt Swamidasan Name: Chitt Swamidasan Title: Principal SOUTHWEST BANK OF TEXAS, N.A. By: Name: Title: U.S. BANK NATIONAL ASSOCIATION By: Name: Title: THE BANK OF NOVA SCOTIA By: Name: Title: COMERICA BANK - TEXAS By: Name: Title: BANK OF AMERICA, N.A. By: Name: Title: SOUTHWEST BANK OF TEXAS, N.A. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Senior Vice President FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTU.S. BANK NATIONAL ASSOCIATION By: Name: Title: THE BANK OF NOVA SCOTIA By: Name: Title: COMERICA BANK - TEXAS By: Name: Title: BANK OF AMERICA, Page 13 N.A. By: Name: Title: SOUTHWEST BANK OF TEXAS, N.A. By: Name: Title: U.S. BANK NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Senior ▇ Title: Assistant Vice President THE BANK OF NOVA SCOTIA By: Name: Title: COMERICA BANK - TEXAS By: Name: Title: BANK OF AMERICA, N.A. By: Name: Title: SOUTHWEST BANK OF TEXAS, N.A. By: Name: Title: U.S. BANK NATIONAL ASSOCIATION By: Name: Title: THE BANK OF NOVA SCOTIA By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Corporate Banking Relationship Manager FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 14 By▇ Name: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ . ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, Director FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 15▇ Title: Managing Director

Required Banks. Pursuant to Section 9.05 of the Agreement, the Agreement may be modified as provided in this Amendment with the agreement of the Required Banks which means Banks having (a) more than fifty percent (50%) of the Commitments, Commitments or (b) if the Commitments have been terminated, Banks with Committed Exposure of more than fifty percent (50%) of the aggregate Committed Exposure (such percentage applicable to a Bank, herein such Bank’s “'s "Required Bank Percentage”"). For purposes of determining the effectiveness of this Amendment, each Bank’s 's Required Bank Percentage is set forth on Schedule 4.13 hereto. Executed as of the date first written above. ELIZABETH ARDEN, INC., as the Borrower ▇▇:/▇/ ▇▇▇cey Becker ------------------- Name: Marcey Becker Title: Senior Vice ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, INC., as the Borrower By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Senior Vice President, Finance & Corporate Development JPMORGAN CHASE BANK, N.A. (formerly JPMorgan Chase Bank), individually as a Bank, an Issuing Bank and as Administrative Agent ByBy:/s/ Richard Hawk ------------------- Name: /s/ ▇▇▇▇▇▇Richard Hawk Title: Vice Presiden▇ ▇. FLEET NATIONAL BANK, as Collateral Agent and a Bank By:/s/ Christopher S. Allen ------------------------ Name: Christopher S. Allen Title: Senio▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ LASALLE BUSINESS CREDIT, Authorized Officer FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTL.L.C., Page 9 BANK OF AMERICA, N.A. (successor in interest by merger to Fleet National Bank)LaSalle Business Credit, as Collateral Agent and a Bank ByInc. By:/s/ Karoline A. Moxham ---------------------- Name: /s/ ▇▇▇▇ ▇▇▇▇▇▇Karoline A. Moxham Title: Assista▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ A.) By:/s/ Thomas Visconti ------------------- Name: Thomas Visconti Title: Vice Presi▇▇▇▇ WACHOVIA BANK, NATIONAL ASSOCIATION (f/n/a First Union National Bank) By:/s/ Andrew Gale ---------------- Name: Andrew Gale Title: Vice President FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTSIEMENS FINANCIAL SERVICES, Page 10 OTHER BANKSINC. By:/s/ Frank Amodio ----------------- Name: Frank Amodio Title: Vice Presiden▇ - ▇▇▇▇▇ FARGO CAPITAL FINANCECREDIT SUISSE FIRST BOSTON, LLC (successor in interest to Wachovia Bank, National Association) ByCayman Island Branch By:/s/ Karl Studer ---------------- Name: /s/ Karl Studer Title: Director By:/s/ Daniel Dudwig ------------------ Name: Daniel Dudwig Title: Assistant Vi▇▇ ▇▇▇sident THE PROVIDENT BANK By:/s/ Mary Sue Wolfer ------------------- Name: Mary Sue Wolfer Title: Credit Off▇▇▇▇ GENERAL ELECTRIC CAPITAL CORPORATION By:/s/ W. Jerome McDermott ----------------------- Name: W. Jerome McDermott Title: Vice Pres▇▇▇▇▇ - ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, Senior Vice President FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 11 PNC BANK, NATIONAL ASSOCIATION (successor in interest to National City Business Credit, Inc.) By: /s/ ▇▇▇▇▇▇▇ Canon ▇▇▇▇▇▇▇ Canon, Vice President FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 12 By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Vice-President FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 13 By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Senior Vice President By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Corporate Banking Relationship Manager FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 14 By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, Director FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 15