Amended And Restated Financing Agreement Sample Contracts

Amendment No. 2 to Amended and Restated Financing Agreement, and Reaffirmation of Guaranty (November 13th, 2018)

This AMENDMENT NO. 2 TO AMENDED AND RESTATED FINANCING AGREEMENT AND REAFFIRMATION OF GUARANTY dated as of September 12, 2018 (the "Amendment"), is executed among Midwest Energy Emissions Corp., a Delaware corporation, (the "Borrower"), MES, Inc., a North Dakota corporation ("MES" or "Guarantor"), and AC Midwest Energy LLC, a Delaware limited liability company (the "Lender").

Amendment No. 1 to Amended and Restated Financing Agreement, and Reaffirmation of Guaranty (June 20th, 2018)

This AMENDMENT NO. 1 TO AMENDED AND RESTATED FINANCING AGREEMENT AND REAFFIRMATION OF GUARANTY dated as of June 14, 2018 (the "Amendment"), is executed among Midwest Energy Emissions Corp., a Delaware corporation, (the "Borrower"), MES, Inc., a North Dakota corporation ("MES" or "Guarantor"), and AC Midwest Energy LLC, a Delaware limited liability company (the "Lender").

Elevate Credit, Inc. – Second Amendment to Third Amended and Restated Financing Agreement (September 1st, 2017)

This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED FINANCING AGREEMENT (this "Amendment") is made and entered into as of August 30, 2017 by and among Rise SPV, LLC, a Delaware limited liability company (the "US Term Note Borrower"), as the US Term Note Borrower, Elevate Credit International Ltd., a company incorporated under the laws of England with number 05041905 (the "UK Borrower"), as the UK Borrower, Elevate Credit Service, LLC, a Delaware limited liability company, as the US Last Out Term Note Borrower ("Elevate Credit" or the "US Last Out Term Note Borrower"), Elevate Credit, Inc., a Delaware corporation, as the US Convertible Term Note Borrower ("Elevate Credit Parent" or the "US Convertible Term Note Borrower"; the US Term Note Borrower, the UK Borrower, the US Last Out Term Note Borrower and the US Convertible Term Note Borrower, each a "Borrower" and collectively, the "Borrowers"), the Guarantors party hereto (such Guarantors, collectively with the Borrowers, the "Credit Pa

Delek Holdco, Inc. – First Amendment to Second Amended and Restated Financing Agreement, Consent and Waiver (August 7th, 2017)

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AGREEMENT, CONSENT AND WAIVER (this "Amendment") is entered into as of April 13, 2017, among LION OIL COMPANY, an Arkansas corporation ("Borrower"), the Lenders party hereto, and FIFTH THIRD BANK, an Ohio Banking corporation, as Administrative Agent.

Tpi Composites, Inc – AMENDED AND RESTATED FINANCING AGREEMENT Dated as of December 30, 2016 by and Among TPI COMPOSITES, INC. AND EACH SUBSIDIARY OF TPI COMPOSITES, INC. LISTED AS a BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, EACH SUBSIDIARY OF TPI COMPOSITES, INC. LISTED AS a GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, HPS INVESTMENT PARTNERS, LLC, as Collateral Agent, HPS INVESTMENT PARTNERS, LLC, as Administrative Agent and CAPITAL ONE, N.A., as Revolving Loan Representative (April 20th, 2017)

Amended and Restated Financing Agreement, dated as of December 30, 2016, by and among TPI Composites, Inc., a Delaware corporation (the Parent), each subsidiary of the Parent listed as a Borrower on the signature pages hereto (together with the Parent and each other Person that executes a joinder agreement and becomes a Borrower hereunder, each a Borrower and collectively, the Borrowers), each subsidiary of the Parent listed as a Guarantor on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a Guarantor hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a Guarantor and collectively, the Guarantors), the lenders from time to time party hereto (each a Lender and collectively, the Lenders), HPS Investment Partners, LLC, formerly known as Highbridge Principal Strategies, LLC, a Delaware limited liability company (HPSIP), as collateral agent for the Lenders (in such capacity, together wi

Elevate Credit, Inc. – THIRD AMENDED AND RESTATED FINANCING AGREEMENT Dated as of February 1, 2017 by and Among RISE SPV, LLC, a Delaware Limited Liability Company, as the US Term Note Borrower (The US Term Note Borrower), ELEVATE CREDIT INTERNATIONAL LTD., a Company Incorporated Under the Laws of England With Number 05041905 (The UK Borrower), ELEVATE CREDIT SERVICE, LLC, a Delaware Limited Liability Company, as the US Last Out Term Note Borrower (Elevate Credit or the US Last Out Term Note Borrower), ELEVATE CREDIT, INC., a Delaware Corporation, as the US Convertible Term Note Borrower (Elevate Credit Parent), THE (March 27th, 2017)

This THIRD AMENDED AND RESTATED FINANCING AGREEMENT (as modified, amended, extended, restated, amended and restated and/or supplemented from time to time, this Agreement), dated as of February 1, 2017 is being entered into by and among Rise SPV, LLC, a Delaware limited liability company (the US Term Note Borrower), as the US Term Note Borrower, Elevate Credit International Ltd., a company incorporated under the laws of England with number 05041905 (the UK Borrower), as the UK Borrower, Elevate Credit Service, LLC, a Delaware limited liability company, as the US Last Out Term Note Borrower (Elevate Credit or the US Last Out Term Note Borrower), Elevate Credit, Inc., a Delaware corporation as the US Convertible Term Note Borrower (Elevate Credit Parent or the US Convertible Term Note Borrower; the US Term Note Borrower, the UK Borrower, the US Last Out Term Note Borrower and the US Convertible Term Note Borrower, each a Borrower and collectively, the Borrowers), the Guarantors (as define

Elevate Credit, Inc. – THIRD AMENDED AND RESTATED FINANCING AGREEMENT Dated as of February 1, 2017 by and Among RISE SPV, LLC, a Delaware Limited Liability Company, as the US Term Note Borrower (The US Term Note Borrower), ELEVATE CREDIT INTERNATIONAL LTD., a Company Incorporated Under the Laws of England With Number 05041905 (The UK Borrower), ELEVATE CREDIT SERVICE, LLC, a Delaware Limited Liability Company, as the US Last Out Term Note Borrower (Elevate Credit or the US Last Out Term Note Borrower), ELEVATE CREDIT, INC., a Delaware Corporation, as the US Convertible Term Note Borrower (Elevate Credit Parent), THE (March 10th, 2017)

This THIRD AMENDED AND RESTATED FINANCING AGREEMENT (as modified, amended, extended, restated, amended and restated and/or supplemented from time to time, this Agreement), dated as of February 1, 2017 is being entered into by and among Rise SPV, LLC, a Delaware limited liability company (the US Term Note Borrower), as the US Term Note Borrower, Elevate Credit International Ltd., a company incorporated under the laws of England with number 05041905 (the UK Borrower), as the UK Borrower, Elevate Credit Service, LLC, a Delaware limited liability company, as the US Last Out Term Note Borrower (Elevate Credit or the US Last Out Term Note Borrower), Elevate Credit, Inc., a Delaware corporation as the US Convertible Term Note Borrower (Elevate Credit Parent or the US Convertible Term Note Borrower; the US Term Note Borrower, the UK Borrower, the US Last Out Term Note Borrower and the US Convertible Term Note Borrower, each a Borrower and collectively, the Borrowers), the Guarantors (as define

Tpi Composites, Inc – AMENDED AND RESTATED FINANCING AGREEMENT Dated as of December 30, 2016 by and Among TPI COMPOSITES, INC. AND EACH SUBSIDIARY OF TPI COMPOSITES, INC. LISTED AS a BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, EACH SUBSIDIARY OF TPI COMPOSITES, INC. LISTED AS a GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, HPS INVESTMENT PARTNERS, LLC, as Collateral Agent, HPS INVESTMENT PARTNERS, LLC, as Administrative Agent and CAPITAL ONE, N.A., as Revolving Loan Representative (March 9th, 2017)

Amended and Restated Financing Agreement, dated as of December 30, 2016, by and among TPI Composites, Inc., a Delaware corporation (the Parent), each subsidiary of the Parent listed as a Borrower on the signature pages hereto (together with the Parent and each other Person that executes a joinder agreement and becomes a Borrower hereunder, each a Borrower and collectively, the Borrowers), each subsidiary of the Parent listed as a Guarantor on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a Guarantor hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a Guarantor and collectively, the Guarantors), the lenders from time to time party hereto (each a Lender and collectively, the Lenders), HPS Investment Partners, LLC, formerly known as Highbridge Principal Strategies, LLC, a Delaware limited liability company (HPSIP), as collateral agent for the Lenders (in such capacity, together wi

Elevate Credit, Inc. – SECOND AMENDED AND RESTATED FINANCING AGREEMENT Dated as of June 30, 2016 by and Among RISE SPV, LLC, a Delaware Limited Liability Company, as the US Term Note Borrower (The US Term Note Borrower), ELEVATE CREDIT INTERNATIONAL LTD., a Company Incorporated Under the Laws of England With Number 05041905 (The UK Borrower), ELEVATE CREDIT SERVICE, LLC, a Delaware Limited Liability Company, as the US Last Out Term Note Borrower (Elevate Credit or the US Last Out Term Note Borrower), ELEVATE CREDIT, INC., a Delaware Corporation, as the US Convertible Term Note Borrower (Elevate Credit Parent), THE G (January 30th, 2017)

This SECOND AMENDED AND RESTATED FINANCING AGREEMENT (as modified, amended, extended, restated, amended and restated and/or supplemented from time to time, this Agreement), dated as of June 30, 2016 is being entered into by and among Rise SPV, LLC, a Delaware limited liability company (the US Term Note Borrower), as the US Term Note Borrower, Elevate Credit International Ltd., a company incorporated under the laws of England with number 05041905 (the UK Borrower), as the UK Borrower, Elevate Credit Service, LLC, a Delaware limited liability company, as the US Last Out Term Note Borrower (Elevate Credit or the US Last Out Term Note Borrower), Elevate Credit, Inc., a Delaware corporation as the US Convertible Term Note Borrower (Elevate Credit Parent or the US Convertible Term Note Borrower; the US Term Note Borrower, the UK Borrower, the US Last Out Term Note Borrower and the US Convertible Term Note Borrower, each a Borrower and collectively, the Borrowers), the Guarantors party hereto

Elevate Credit, Inc. – First Amendment to Second Amended and Restated Financing Agreement (January 30th, 2017)

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AGREEMENT (this Amendment) is made and entered into as of December 30, 2016 by and among Rise SPV, LLC, a Delaware limited liability company (the US Term Note Borrower), as the US Term Note Borrower, Elevate Credit International Ltd., a company incorporated under the laws of England with number 05041905 (the UK Borrower), as the UK Borrower, Elevate Credit Service, LLC, a Delaware limited liability company, as the US Last Out Term Note Borrower (Elevate Credit or the US Last Out Term Note Borrower), Elevate Credit, Inc., a Delaware corporation, as the US Convertible Term Note Borrower (Elevate Credit Parent or the US Convertible Term Note Borrower; the US Term Note Borrower, the UK Borrower, the US Last Out Term Note Borrower and the US Convertible Term Note Borrower, each a Borrower and collectively, the Borrowers), the Guarantors party hereto (such Guarantors, collectively with the Borrowers, the Credit Parties), and Victo

AMENDED AND RESTATED FINANCING AGREEMENT Dated as of November 1, 2016 by and Among MIDWEST ENERGY EMISSIONS CORP., a Delaware Corporation as Borrower, MES, INC., a North Dakota Corporation as Guarantor and AC MIDWEST ENERGY LLC, a Delaware Limited Liability Company, as Lender (November 3rd, 2016)

This AMENDED AND RESTATEDFINANCING AGREEMENT (as modified, amended, extended, restated, amended and restated and/or supplemented from time to time, this "Agreement"), dated as of November 1, 2016, is being entered into by and among Midwest Energy Emissions Corp., a Delaware corporation, (the "Borrower"), MES, Inc., a North Dakota corporation ("MES") as a Guarantor (as hereinafter defined), and AC Midwest Energy LLC, a Delaware limited liability company (the "Lender").

Elevate Credit, Inc. – AMENDED AND RESTATED FINANCING AGREEMENT Dated as of August 15, 2014 by and Among RISE SPV, LLC, a Delaware Limited Liability Company, as the US Term Note Borrower (The US Term Note Borrower), THINK FINANCE (UK) LTD., a Company Incorporated Under the Laws of England With Number 05041905, as the UK Borrower (The UK Borrower), ELEVATE CREDIT SERVICE, LLC, a Delaware Limited Liability Company, as the US Last Out Term Note Borrower (Elevate Credit or the US Last Out Term Note Borrower), THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS PARTY HERETO and VICTORY PARK MANAGEMENT, LLC as Agen (November 9th, 2015)

This AMENDED AND RESTATED FINANCING AGREEMENT (as modified, amended, extended, restated, amended and restated and/or supplemented from time to time, this Agreement), dated as of August 15, 2014 is being entered into by and among (a) Rise SPV, LLC, a Delaware limited liability company (the US Term Note Borrower), as the US Term Note Borrower, (b) Think Finance (UK) Ltd., a company incorporated under the laws of England with number 05041905, as the UK Borrower (the UK Borrower), (c) Elevate Credit Service, LLC, a Delaware limited liability company (Elevate Credit or the US Last Out Term Note Borrower; the US Term Note Borrower, the UK Borrower and the US Last Out Term Note Borrower, each a Borrower and collectively, the Borrowers), (d) the Guarantors from time to time party hereto, (e) the lenders listed on the Schedule of Lenders attached hereto (each individually, a Lender and collectively, the Lenders) and (f) Victory Park Management, LLC, as administrative agent and collateral agent

Elevate Credit, Inc. – AMENDED AND RESTATED FINANCING AGREEMENT Dated as of August 15, 2014 by and Among RISE SPV, LLC, a Delaware Limited Liability Company, as the US Term Note Borrower (The US Term Note Borrower), THINK FINANCE (UK) LTD., a Company Incorporated Under the Laws of England With Number 05041905, as the UK Borrower (The UK Borrower), ELEVATE CREDIT SERVICE, LLC, a Delaware Limited Liability Company, as the US Last Out Term Note Borrower (Elevate Credit or the US Last Out Term Note Borrower), THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS PARTY HERETO and VICTORY PARK MANAGEMENT, LLC as Agen (October 6th, 2015)

This AMENDED AND RESTATED FINANCING AGREEMENT (as modified, amended, extended, restated, amended and restated and/or supplemented from time to time, this Agreement), dated as of August 15, 2014 is being entered into by and among (a) Rise SPV, LLC, a Delaware limited liability company (the US Term Note Borrower), as the US Term Note Borrower, (b) Think Finance (UK) Ltd., a company incorporated under the laws of England with number 05041905, as the UK Borrower (the UK Borrower), (c) Elevate Credit Service, LLC, a Delaware limited liability company (Elevate Credit or the US Last Out Term Note Borrower; the US Term Note Borrower, the UK Borrower and the US Last Out Term Note Borrower, each a Borrower and collectively, the Borrowers), (d) the Guarantors from time to time party hereto, (e) the lenders listed on the Schedule of Lenders attached hereto (each individually, a Lender and collectively, the Lenders) and (f) Victory Park Management, LLC, as administrative agent and collateral agent

Delek US Holdings – Second Amended and Restated Financing Agreement (May 20th, 2015)

This Second Amended and Restated Financing Agreement, dated as of May 14, 2015, by and among LION OIL COMPANY, an Arkansas corporation (the "Borrower"), each subsidiary of the Borrower listed as a Guarantor on the signature pages hereto (each a "Guarantor" and collectively, the "Guarantors"), the various institutions from time to time party to this Agreement, as Lenders, FIFTH THIRD BANK, an Ohio banking corporation ("Fifth Third") as Administrative Agent and Lead Collateral Agent and BANK HAPOALIM B.M. ("Hapoalim"), as Designated Account Collateral Agent (Fifth Third and Hapoalim are each individually a "Collateral Agent").

Delek US Holdings – AMENDMENT NO. 1 TO AMENDED AND RESTATED FINANCING AGREEMENT and AMENDMENT NO. 1 TO AMENDED AND RESTATED PARENT GUARANTY (August 7th, 2014)

AMENDMENT NO. 1 TO AMENDED AND RESTATED FINANCING AGREEMENT and AMENDMENT NO.1 TO AMENDED AND RESTATED PARENT GUARANTY (this "Amendment"), dated as of June 23, 2014, by and among Lion Oil Company, an Arkansas corporation (the "Borrower"), each subsidiary of the Borrower listed as a "Guarantor" on the signature pages hereto (each a "Guarantor" and collectively, the "Guarantors"), Bank Hapoalim B.M. ("Hapoalim"), Israel Discount Bank of New York ("IDB"; together with Hapoalim, in their respective capacities as lenders under the Financing Agreement referred to below, the "Existing Lenders"), Fifth Third Bank ("Fifth Third"; together with the Existing Lenders, each a "Lender" and collectively, the "Lenders"), and Hapoalim, in its capacity as collateral agent for the Lenders (in such capacity, the "Collateral Agent").

Delek US Holdings – AMENDED AND RESTATED FINANCING AGREEMENT Dated as of December 18, 2013 by and Among LION OIL COMPANY, as the Borrower, AND EACH SUBSIDIARY OF LION OIL COMPANY LISTED AS a GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and BANK HAPOALIM B.M., as the Collateral Agent, $90,000,000 TERM LOAN CREDIT FACILITY (December 20th, 2013)

Amended and Restated Financing Agreement, dated as of December 18, 2013, by and among Lion Oil Company, an Arkansas corporation (the "Borrower"), each subsidiary of the Borrower listed as a "Guarantor" on the signature pages hereto (each a "Guarantor" and collectively, the "Guarantors"), Bank Hapoalim B.M. ("Hapoalim"), Israel Discount Bank of New York ("IDB"; together with Hapoalim and their permitted successors and assigns, each a "Lender" and collectively, the "Lenders"), and Bank Hapoalim B.M., in its capacity as collateral agent for the Lenders (in such capacity, the "Collateral Agent").

AMENDED AND RESTATED FINANCING AGREEMENT Dated as of November 6, 2013 by and Among MOTORCAR PARTS OF AMERICA, INC., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, CERBERUS BUSINESS FINANCE, LLC, as Collateral Agent, and PNC BANK, NATIONAL ASSOCIATION as Administrative Agent (November 12th, 2013)

Amended and Restated Financing Agreement, dated as of November 6, 2013, by and among Motorcar Parts of America, Inc., a New York corporation (the "Borrower"), the lenders from time to time party hereto (each a "Lender" and collectively, the "Lenders"), Cerberus Business Finance, LLC, a Delaware limited liability company ("Cerberus"), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent"), and PNC Bank, National Association ("PNC"), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent" and together with the Collateral Agent, each an "Agent" and collectively, the "Agents").

Unigene Laboratories – Second Amendment to Amended and Restated Financing Agreement (April 12th, 2013)

This SECOND AMENDMENT TO AMENDED AND RESTATED FINANCING AGREEMENT (this Amendment) is made and entered into as of April 8, 2013 by and among Unigene Laboratories, Inc., a Delaware corporation (Principal Borrower), the financial institutions party hereto as Lenders (collectively, Lenders), and Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, Agent) for Lenders and the Holders (as defined in the Financing Agreement (as defined below)); all capitalized terms used and not otherwise defined herein and in the Exhibits shall have the respective meanings ascribed to them in the Financing Agreement or, if not defined in the Financing Agreement, the respective meanings ascribed to them in the Notes (as defined below).

Unigene Laboratories – Forbearance Agreement and First Amendment to Amended and Restated Financing Agreement (September 26th, 2012)

This FORBEARANCE AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED FINANCING AGREEMENT (this "Amendment") is made and entered into as of September 21, 2012 by and among Unigene Laboratories, Inc., a Delaware corporation ("Principal Borrower"), the financial institutions party hereto as "Lenders" (collectively, "Lenders"), and Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, "Agent") for Lenders and the Holders (as defined in the Financing Agreement (as defined below)); all capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Financing Agreement or, if not defined in the Financing Agreement, the respective meanings ascribed to them in the Notes.

Scotts Liquid Gold – First Amendment to Second Amended and Restated Financing Agreement (July 2nd, 2012)

This First Amendment to Second Amended and Restated Financing Agreement (the Amendment) is made and entered into between Summit Financial Resources, L.P., a Hawaii limited partnership (Summit), and SCOTTS LIQUID GOLD-INC., a Colorado corporation, SLG Chemicals, Inc., a Colorado corporation, Neoteric Cosmetics, Inc., a Colorado corporation, and Colorado Product Concepts, Inc., a Colorado corporation (individually and collectively, and jointly and severally, Client), and is acknowledged and consented to by SLG Plastics, Inc., a Colorado corporation, and Advertising Promotions Incorporated, a Colorado corporation (collectively Guarantors).

Movie Star – Fifth Amendment to Amended and Restated Financing Agreement (September 26th, 2011)

provided that this Section 7.02(i) shall not prohibit payments not to exceed $100,000 per year to each member of the Board of Directors of Group;

Scotts Liquid Gold – Second Amended and Restated Financing Agreement (March 29th, 2011)

This Second Amended and Restated Financing Agreement is made and entered into by and among Summit Financial Resources, L.P., 2455 East Parleys Way, Suite 200, Salt Lake City, Utah 84109, Attention: Senior Portfolio Manager, and SCOTTS LIQUID GOLD-INC., a Colorado corporation, SLG Chemicals, Inc., a Colorado corporation, Neoteric Cosmetics, Inc., a Colorado corporation, and Colorado Product Concepts, Inc., a Colorado corporation, each at 4880 Havana Street, Denver, Colorado 80239, Attention: Mark E. Goldstein.

AMENDED AND RESTATED FINANCING AGREEMENT the CIT Group/Commercial Services, Inc. (As Agent) the Lenders That Are Parties Hereto and G-Iii Leather Fashions, Inc., J. Percy for Marvin Richards, Ltd. CK Outerwear, LLC A. Marc & Co., Inc. And Andrew & Suzanne Company Inc. (As Borrowers) Dated: April 3, 2008 (December 10th, 2010)

WHEREAS, each of G-III Inc., JPMR and CKO (the Original Companies) were parties to the that certain Financing Agreement (as amended by letter agreement dated as of August 1, 2005, Amendment No. 2 to Financing Agreement dated as of February 24, 2006, Amendment No. 3 to Financing Agreement dated as of July 26, 2006, Amendment No. 4 to Financing Agreement dated as of March 5, 2007, and as otherwise amended, supplemented or modified prior to the date hereof, the Original Financing Agreement) dated as of July 11, 2005 (the Original Closing Date) and related agreements and documents pursuant to which CIT and the other Lenders extended to the Original Companies a Revolving Line of Credit in an amount of up to $165,000,000 in the aggregate and a Term Loan in the aggregate amount of $30,000,000; and

Enherent – Twelfth Amendment to Amended and Restated Financing Agreement (November 22nd, 2010)

TWELFTH AMENDMENT, dated as of November 19, 2010 (the Twelfth Amendment), to the Financing Agreement referred to below, by and among (i) ENHERENT CORP., a Delaware corporation (enherent or the Parent), and each Subsidiary of Parent listed as a borrower on the signature pages thereto (together with the Parent, each, a Borrower and collectively, the Borrowers), and (ii) ABLECO FINANCE LLC, a Delaware limited liability company (Ableco) as lender and as agent (in such capacity, the Agent) for itself and each Person that purchases any portion of Ablecos rights and obligations under the Financing Agreement pursuant to Sections 2.07 and 10.07 thereof (collectively with Ableco, the Lenders).

Imperial Holdings – SECOND AMENDED AND RESTATED FINANCING AGREEMENT Dated as of March 12, 2010 by and Among IMPERIAL PFC FINANCING II, LLC, as Borrower, CEDAR LANE CAPITAL LLC (F/K/A, LoIC LLC), as Lender, and EBC ASSET MANAGEMENT, INC. As Administrative Agent and Collateral Agent (November 10th, 2010)

This Agreement amends and restates that certain Financing Agreement, dated as of September 14, 2009, by and among the Borrower, the Lender, the Collateral Agent and the Administrative Agent, as previously amended and restated on December 2, 2009.

Imperial Holdings – SECOND AMENDED AND RESTATED FINANCING AGREEMENT Dated as of ___, 2010 by and Among IMPERIAL PFC FINANCING II, LLC, as Borrower, CEDAR LANE CAPITAL LLC (F/K/A, LoIC LLC), as Lender, and EBC ASSET MANAGEMENT, INC. As Administrative Agent and Collateral Agent Exhibit F to This Agreement Has Been Omitted in Its Entirety Pursuant to a Request for Confidential Treatment. An Unredacted Copy Hereof Has Been Filed Separately With the United States Securities and Exchange Commission Pursuant to a Request for Confidential Treatment. (October 1st, 2010)

This Agreement amends and restates that certain Financing Agreement, dated as of September 14, 2009, by and among the Borrower, the Lender, the Collateral Agent and the Administrative Agent, as previously amended and restated on December 2, 2009.

Movie Star – Fourth Amendment to Amended and Restated Financing Agreement (August 4th, 2010)
Enherent – Eleventh Amendment to Amended and Restated Financing Agreement (June 29th, 2010)

ELEVENTH AMENDMENT, dated as of June 28, 2010 (the Eleventh Amendment), to the Financing Agreement referred to below, by and among (i) ENHERENT CORP., a Delaware corporation (enherent or the Parent), and each Subsidiary of Parent listed as a borrower on the signature pages thereto (together with the Parent, each, a Borrower and collectively, the Borrowers), and (ii) ABLECO FINANCE LLC, a Delaware limited liability company (Ableco) as lender and as agent (in such capacity, the Agent) for itself and each Person that purchases any portion of Ablecos rights and obligations under the Financing Agreement pursuant to Sections 2.07 and 10.07 thereof (collectively with Ableco, the Lenders).

Rafaella Apparel Group,Inc. – AMENDED AND RESTATED FINANCING AGREEMENT HSBC BANK USA, NATIONAL ASSOCIATION (AS AGENT AND AS LENDER) and THE OTHER LENDERS SIGNATORY HERETO FROM TIME TO TIME (AS LENDERS) With RAFAELLA APPAREL GROUP, INC. And THE OTHER LOAN PARTIES SIGNATORY HERETO (AS LOAN PARTIES) May 21, 2010 (May 24th, 2010)

Amended and Restated Financing Agreement dated as of May 21, 2010 among RAFAELLA APPAREL GROUP, INC., a Delaware corporation (the Borrower), Verrazano, Inc., a New York corporation (Verrazano), each other subsidiary of the Borrower which becomes a guarantor of the obligations hereunder from time to time (collectively with Verrazano, the Guarantors; each a Guarantor), HSBC BANK USA, NATIONAL ASSOCIATION (HSBC), CERBERUS CAPITAL MANAGEMENT, L.P., a Delaware limited partnership, (CCM) and the other financial institutions which are now or which hereafter become a party hereto (with respect to their Commitments to make Advances) (each a Lender and collectively, the Lenders), CCM, as the term loan lender (Term Lender) and HSBC, as agent for the Lenders and the Term Lender (in such capacity, the Agent).

Enherent – Tenth Amendment to Amended and Restated Financing Agreement (May 3rd, 2010)

TENTH AMENDMENT, dated as of April 29, 2010 (the Tenth Amendment), to the Financing Agreement referred to below, by and among (i) ENHERENT CORP., a Delaware corporation (enherent or the Parent), and each Subsidiary of Parent listed as a borrower on the signature pages thereto (together with the Parent, each, a Borrower and collectively, the Borrowers), and (ii) ABLECO FINANCE LLC, a Delaware limited liability company (Ableco) as lender and as agent (in such capacity, the Agent) for itself and each Person that purchases any portion of Ablecos rights and obligations under the Financing Agreement pursuant to Sections 2.07 and 10.07 thereof (collectively with Ableco, the Lenders).

Unigene Laboratories – AMENDED AND RESTATED FINANCING AGREEMENT Dated as of March 16, 2010 by and Among UNIGENE LABORATORIES, INC., as Borrower, THE LENDERS PARTY HERETO and VICTORY PARK MANAGEMENT, LLC, as Agent $33,000,000 SENIOR SECURED CONVERTIBLE NOTES (March 17th, 2010)

This AMENDED AND RESTATED FINANCING AGREEMENT (as same may be further amended, restated, supplemented or otherwise modified from time to time, the Agreement), dated as of March 16, 2010, is being entered into by and among UNIGENE LABORATORIES, INC. (Principal Borrower), the lenders listed on the Schedule of Lenders attached hereto (each individually, a Lender and collectively, the Lenders) and Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the Agent) for the Lenders and the Holders (as defined herein).

Unigene Laboratories – AMENDED AND RESTATED FINANCING AGREEMENT Dated as of March 16, 2010 by and Among UNIGENE LABORATORIES, INC., as Borrower, THE LENDERS PARTY HERETO and VICTORY PARK MANAGEMENT, LLC, as Agent $33,000,000 SENIOR SECURED CONVERTIBLE NOTES (March 17th, 2010)

This AMENDED AND RESTATED FINANCING AGREEMENT (as same may be further amended, restated, supplemented or otherwise modified from time to time, the Agreement), dated as of March 16, 2010, is being entered into by and among UNIGENE LABORATORIES, INC. (Principal Borrower), the lenders listed on the Schedule of Lenders attached hereto (each individually, a Lender and collectively, the Lenders) and Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the Agent) for the Lenders and the Holders (as defined herein).

Movie Star – Amended and Restated Financing Agreement (March 9th, 2010)

Frederick's of Hollywood: grab bag special sale (catalog) and 131 other titles. Subsidiary intellectual property security agreement.

Rafaella Apparel Group,Inc. – AMENDED AND RESTATED FINANCING AGREEMENT HSBC BANK USA, NATIONAL ASSOCIATION (AS AGENT AND AS LENDER) and THE OTHER LENDERS SIGNATORY HERETO FROM TIME TO TIME (AS LENDERS) With RAFAELLA APPAREL GROUP, INC. And THE OTHER LOAN PARTIES SIGNATORY HERETO (AS LOAN PARTIES) February 22, 2010 (February 22nd, 2010)

Amended and Restated Financing Agreement dated as of February 22, 2010 among RAFAELLA APPAREL GROUP, INC., a Delaware corporation (the Borrower), Verrazano, Inc., a New York corporation (Verrazano), each other subsidiary of the Borrower which becomes a guarantor of the obligations hereunder from time to time (collectively with Verrazano, the Guarantors; each a Guarantor), HSBC BANK USA, NATIONAL ASSOCIATION (HSBC) and the other financial institutions which are now or which hereafter become a party hereto (with respect to their Commitments to make Advances) (each a Lender and collectively, the Lenders), CERBERUS CAPITAL MANAGEMENT, L.P., a Delaware limited partnership, as the term loan lender (Term Lender) and HSBC, as agent for Term Lender and the Lenders (in such capacity, the Agent).

Enherent – Waiver, Consent and Ninth Amendment to Amended and Restated Financing Agreement (January 6th, 2010)

WAIVER, CONSENT AND NINTH AMENDMENT, dated as of December 31, 2009 (the Ninth Amendment), to the Financing Agreement referred to below, by and among (i) ENHERENT CORP., a Delaware corporation (enherent or the Parent), and each Subsidiary of Parent listed as a borrower on the signature pages thereto (together with the Parent, each, a Borrower and collectively, the Borrowers), and (ii) ABLECO FINANCE LLC, a Delaware limited liability company (Ableco) as lender and as agent (in such capacity, the Agent) for itself and each Person that purchases any portion of Ablecos rights and obligations under the Financing Agreement pursuant to Sections 2.07 and 10.07 thereof (collectively with Ableco, the Lenders).