Common use of BORROWERS Clause in Contracts

BORROWERS. BODY SHOP OF AMERICA, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:

BORROWERS. BODY SHOP OF AMERICAAMERICAN TIRE DISTRIBUTORS, INC., as a Florida corporation U.S. Borrower By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. J. Xxxxxxx Xxxxxxx Name: Xxxxxx X. J. Xxxxxxx Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTDExecutive Vice President and General Counsel AM-PAC TIRE DIST. INC., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager U.S. Borrower By: /s/ Xxxxxxxxxxx Xxx J. Xxxxxxx Xxxxxxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx J. Xxxxxxx Xxxxxxx Title: Vice President A4 FUNDING LPand Secretary TRICAN TIRE DISTRIBUTORS INC. / DISTRIBUTEURS DE PNEUS TRICAN INC., as a Lender By: A4 Fund Management, Inc., its General Partner Canadian Borrower By: /s/ Alexander J, Xxxxxxxx J. Xxxxxxx Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx J. Xxxxxxx Xxxxxxx Title: Vice President ABLECO FINANCE LLCand Secretary Second Amendment to Sixth Amended and Restated Credit Agreement (American Tire) GUARANTORS: AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC. By: /s/ J. Xxxxxxx Xxxxxxx Name: J. Xxxxxxx Xxxxxxx Title: Executive Vice President and General Counsel TIRE WHOLESALERS, INC. By: /s/ J. Xxxxxxx Xxxxxxx Name: J. Xxxxxxx Xxxxxxx Title: Vice President and Secretary Second Amendment to Sixth Amended and Restated Credit Agreement (American Tire) AGENT AND LENDERS: BANK OF AMERICA, N.A., as Agent, a U.S. Revolving Lender and a Tranche B Lender By: /s/ Alexander J, Xxxxxxxx Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK OF AMERICA, N.A., (acting through its Canada branch), as a Canadian Revolving Lender and a Tranche C Lender By: /s/ Xxxxxx Sales Xx Xxxxxxx Name: Xxxxxx Sales Xx Xxxxxxx Title: Vice President Second Amendment to Sixth Amended and Restated Credit Agreement (American Tire) XXXXX FARGO CAPITAL FINANCE, LLC, as a U.S. Revolving Lender and a Tranche B Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Duly Authorized Signatory Second Amendment to Sixth Amended and Restated Credit Agreement (American Tire) XXXXX FARGO CAPITAL FINANCE CORPORATION CANADA, as a Canadian Revolving Lender and a Tranche C Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Vice President Second Amendment to Sixth Amended and Restated Credit Agreement (American Tire) BARCLAYS BANK PLC, as a U.S. Revolving Lender and a Canadian Revolving Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President Second Amendment to Sixth Amended and Restated Credit Agreement (American Tire) ROYAL BANK OF CANADA, as a U.S. Revolving Lender By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Authorized Signatory Second Amendment to Sixth Amended and Restated Credit Agreement (American Tire) ROYAL BANK OF CANADA, as a Canadian Revolving Lender By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Authorized Signatory Second Amendment to Sixth Amended and Restated Credit Agreement (American Tire) UBS AG, STAMFORD BRANCH, as a U.S. Revolving Lender and a Canadian Revolving Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director Banking Products Services, US By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Associate Director Banking Product Services, US Second Amendment to Sixth Amended and Restated Credit Agreement (American Tire) RBS BUSINESS CAPITAL, a division of RBS Asset Finance, Inc., as a U.S. Revolving Lender, a Canadian Revolving Lender, a Tranche B Lender, and a Tranche C Lender By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Vice President Second Amendment to Sixth Amended and Restated Credit Agreement (American Tire) SUNTRUST BANK, as a U.S. Revolving Lender, a Canadian Revolving Lender, a Tranche B Lender, and a Tranche C Lender By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxx Name: Xxxxxxxx Xxxxxxx X Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCDirector Second Amendment to Sixth Amended and Restated Credit Agreement (American Tire) TD BANK, N.A., as a U.S. Revolving Lender and a Tranche B Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: EXHIBIT A TO WAIVER Vice President Second Amendment to Sixth Amended and Restated Credit Agreement (American Tire) THE TORONTO-DOMINION BANK, as a Canadian Revolving Lender and a Tranche C Lender By: /s/ Xxxxxxx Xx /s/ Xxxxx Xxxx Name: Xxxxxxx Xx Xxxxx Xxxx Title: Analyst Vice-President Second Amendment to Sixth Amended and Restated Credit Agreement (American Tire) U.S. BANK NATIONAL ASSOCIATION, as a U.S. Revolving Lender and a Tranche B Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President Second Amendment to Sixth Amended and Restated Credit Agreement (American Tire) U.S. BANK NATIONAL ASSOCIATION, Canada branch, as a Canadian Revolving Lender and a Tranche C Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Principal Officer Second Amendment to Sixth Amended and Restated Credit Agreement (American Tire) REGIONS BANK, as a U.S. Revolving Lender and a Tranche B Lender By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: VP Second Amendment to Sixth Amended and Restated Credit Agreement (American Tire) Annex 1 Modified Credit Agreement (See attached.) SIXTH AMENDED AND THIRD AMENDMENT TO FINANCING RESTATED CREDIT AGREEMENT Dated as of November 30, 2012, as amended by the First Amendment, dated as of March 21, 2013, and as amended by the Second Amendment, dated as of January 2531, 2008 DESIGNATED DEFAULTS None2014 among THE FINANCIAL INSTITUTIONS PARTY HERETO, except:as the Lenders, and BANK OF AMERICA, N.A., as the Administrative Agent and Collateral Agent, and AMERICAN TIRE DISTRIBUTORS, INC. and the other U.S. Borrowers referred to herein from time to time party hereto, as the U.S. Borrowers, and TRICAN TIRE DISTRIBUTORS INC. / DISTRIBUTEURS DE PNEUS TRICAN INC. and the other Canadian Borrowers from time to time party hereto as Canadian Borrowers, and AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., as Holdings and The Subsidiaries of American Tire Distributors, Inc. from time to time parties hereto XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, XXXXX FARGO CAPITAL FINANCE, LLC, and SUNTRUST XXXXXXXX XXXXXXXX, INC., as the Joint-Lead Arrangers and Joint Book Managers, and XXXXX FARGO CAPITAL FINANCE, LLC and SUNTRUST BANK, as Syndication Agents TABLE OF CONTENTS Page

BORROWERS. BODY SHOP OF AMERICAOSMOTICA PHARMACEUTICAL CORP. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer ORBIT BLOCKER I LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer ORBIT BLOCKER II LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer VALKYRIE GROUP HOLDINGS, INC.. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer Third Amendment to Credit Agreement OTHER LOAN PARTIES: OSMOTICA HOLDINGS US LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer OSMOTICA HOLDINGS CORP LIMITED By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director VERTICAL/TRIGEN HOLDINGS, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer OSMOTICA PHARMACEUTICAL US LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer Third Amendment to Credit Agreement VERTICAL/TRIGEN MIDCO, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer VERTICAL/TRIGEN OPCO, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer VERTICAL PHARMACEUTICALS, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer TRIGEN LABORATORIES, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer Third Amendment to Credit Agreement ADMINISTRATIVE AGENT: CIT BANK, N.A., as Administrative Agent and Swingline Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director LENDERS: CIT BANK, N.A., as a Florida corporation Lender and Joint Lead Arranger By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director Third Amendment to Credit Agreement FIFTH THIRD BANK, as a Lender, Issuing Bank and Joint Lead Arranger By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President — Leveraged Finance Third Amendment to Credit Agreement THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a Lender and Co-Syndication Agent By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Vice President By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Vice President Third Amendment to Credit Agreement SILICON VALLEY BANK, as a Decreasing Lender and Joint Lead Arranger By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Third Amendment to Credit Agreement WHITNEY BANK DBA XXXXXXX BANK, as a Lender and Co-Syndication Agent By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President Third Amendment to Credit Agreement REGIONS BANK, as a Lender and Co-Syndication Agent By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Managing Director Third Amendment to Credit Agreement CADENCE BANK, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Vice President — Healthcare Banking Third Amendment to Credit Agreement CITIZENS BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx XxXxxxxxx Name: Xxxx XxXxxxxxx Title: Director Third Amendment to Credit Agreement MUTUAL OF OMAHA BANK, as a Lender By: /s/ E. Xxxxxx Xxxxxxxxx Name: E. Xxxxxx Xxxxxxxxx Title: Senior Vice President Third Amendment to Credit Agreement SANTANDER, as a Lender By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURESHead of Healthcare Banking Third Amendment to Credit Agreement ARES CENTRE STREET PARTNERSHIP, INC.L.P., as a Florida corporation Departing Lender By: /s/ Xxxxxx X. Xxxx Xxxxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.Authorized Signatory Third Amendment to Credit Agreement FEDERAL INSURANCE COMPANY, as a Delaware corporation Departing Lender By: /s/ Xxxxxx X. Xxxx Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Authorized Signatory Third Amendment to Credit Agreement Sebago Lake Financing LLC, as a Departing Lender By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: Authorized Signatory Third Amendment to Credit Agreement PACIFIC WESTERN BANK, as a Departing Lender By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Authorized Signatory Third Amendment to Credit Agreement MONROE CAPITAL MML CLO 2016-1, LTD., as a Departing Lender By: Monroe Capital Management LLC, as Collateral Manager and Attorney-in-fact By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Vice President Third Amendment to Credit Agreement SIEMENS FINANCIAL SERVICES, INC., as a Departing Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President and Chief Executive Officer RINZI AIRBy: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Duly Authorized Signatory Third Amendment to Credit Agreement AC AMERICAN FIXED INCOME IV, L.L.C.L.P., as a Florida limited liability company Departing Lender By: /s/ Xxxxxx X. Xxxx Xxxxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, Authorized Signatory Third Amendment to Credit Agreement ANNALY MIDDLE MARKET LENDING LLC, as Administrative Agent a Decreasing Lender By: Dymas Capital Management Company/s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Third Amendment to Credit Agreement ARES CREDIT STRATEGIES FUND III, LLCL.P., its Manager as a Departing Lender By: /s/ Xxxxxx X. Xxxxxxx Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxx Xxxxxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN Authorized Signatory Third Amendment to Credit Agreement XXX XXXX MIDDLE MARKET CREDIT FUND VI, LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Departing Lender By: /s/ Alexander J, Xxxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxx Xxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT Authorized Signatory Third Amendment to Credit Agreement ANNEX A TO WAIVER AND THIRD AMENDMENT TO FINANCING (Deletions and Insertions to Existing Credit Agreement) (attached) ANNEX B SCHEDULE 1.01(a) Commitment Schedule [Attached] CREDIT AGREEMENT Dated as of January 25February 3, 2008 DESIGNATED DEFAULTS None2016, except:as amended by the First Amendment to Credit Agreement dated as of November 10, 2016, the Second Amendment to Credit Agreement dated as of April 28, 2017 and the Third Amendment to Credit Agreement dated as of December 21, 2017 Among OSMOTICA PHARMACEUTICAL CORP., ORBIT BLOCKER I LLC, ORBIT BLOCKER II LLC and VALKYRIE GROUP HOLDINGS, INC. as the Borrowers, OSMOTICA HOLDINGS US LLC, as Holdings, THE LOAN GUARANTORS PARTY HERETO, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, CIT BANK, N.A. as Administrative Agent and Swingline Lender, FIFTH THIRD BANK as Issuing Bank, CIT BANK, N.A., PACIFIC WESTERN BANK and FIFTH THIRD BANK as Joint Bookrunners and Joint Lead Arrangers, THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND as Syndication Agent and SILICON VALLEY BANK as Documentation Agent

BORROWERS. BODY SHOP OF AMERICAAPEX GLOBAL BRANDS, INC.. (f/k/a Cherokee Inc.), a Florida corporation as U.S. Borrower By: /s/ Xxxxxx X. Xxxx Xxxxx Xxxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Xxxxx Xxxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL XXXXX ACQUISITION CORP.COMPANY B.V., a Delaware corporation as Dutch Borrower By: /s/ Xxxxxx X. Xxxx Xxxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Xxxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender A By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE Director B GUARANTORS: CHEROKEE INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CEO SPELL C. LLC By: CHEROKEE INC., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CEO CHEROKEE BRANDS LLC By: CHEROKEE INC., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CEO HAWK 900 BRANDS LLC By: CHEROKEE INC., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CEO EDCA LLC By: CHEROKEE INC., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CEO FFS HOLDINGS, LLC By: CHEROKEE INC., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CEO FLIP FLOP SHOES FRANCHISE COMPANY, LLC By: FFS HOLDINGS, LLC, as a Lender its sole member By: CHEROKEE INC., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: EXHIBIT A TO WAIVER CEO HI-TEC SPORTS INTERNATIONAL HOLDINGS B.V. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CEO HI-TEC SPORTS PLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CEO HI-TEC INTERNATIONAL HOLDINGS B.V. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CEO HI-TEC SPORTS UK LIMITED By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CEO HI-TEC NEDERLAND B.V. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CEO COLLATERAL AGENT AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25ADMINISTRATIVE AGENT: XXXXXX XXXXXXXX FINANCE COMPANY By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President LENDERS: XXXXXX XXXXXXXX FINANCE COMPANY, 2008 DESIGNATED DEFAULTS NoneLLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President XXXXXX XXXXXXXX BRANDS, except:LLC By: /s/ Xxxxxxxx X. Parent Name: Xxxxxxxx X. Parent Title: VP, Asst. Secretary

BORROWERS. BODY SHOP OF AMERICACSI COMPRESSCO LP, as a Borrower and Parent Borrower By: CSI COMPRESSCO GP INC., its general partner By: /s/Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer CSI COMPRESSCO SUB INC., as a Borrower By: /s/Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer 11 GUARANTORS CSI COMPRESSCO FINANCE INC. (F/K/A COMPRESSCO FINANCE INC.) By: /s/Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer By: CSI COMPRESSCO LP (F/K/A COMPRESSCO PARTNERS, L.P.), its sole member By: CSI COMPRESSCO GP INC. (F/K/A COMPRESSCO PARTNERS GP INC.), its general partner By: /s/Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer 12 CSI COMPRESSCO FIELD SERVICES INTERNATIONAL LLC (F/K/A COMPRESSCO FIELD SERVICES INTERNATIONAL, LLC), CSI COMPRESSCO INTERNATIONAL LLC (F/K/A COMPRESSCO INTERNATIONAL, LLC), CSI COMPRESSCO LEASING LLC (F/K/A COMPRESSCO LEASING, LLC), CSI COMPRESSCO HOLDINGS LLC (F/K/A COMPRESSCO HOLDINGS, LLC) By: CSI COMPRESSCO OPERATING LLC (F/K/A COMPRESSCO PARTNERS OPERATING, LLC), its sole member By: /s/Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer 13 COMPRESSOR SYSTEMS, INC. By: /s/Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer ROTARY COMPRESSOR SYSTEMS, INC. By: /s/Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer CSI COMPRESSION HOLDINGS, LLC By: COMPRESSOR SYSTEMS, INC., a Florida corporation its sole manager By: /s/ /s/Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Title: President and Chief Executive Officer CATALOGUE VENTURESTreasurer BANK OF AMERICA, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLCN.A., as Administrative Agent and Collateral Agent By: Dymas Capital Management Company/s/Xxxxx Lov Name: Xxxxx Lov Title: Assistant Vice President BANK OF AMERICA, LLCN.A., its Manager as a Lender, L/C Issuer and Swing Line Lender By: /s/ Xxxxxx X. Xxxxxxx /s/Xxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx Xxxxx Xxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.Senior Vice President JPMorgan Chase Bank, N.A., as a Lender By: Xxxxxxxxx Financial LLC/s/Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President Xxxxx Fargo Bank, N.A., as Collateral Manager a Lender By: /s/ /s/Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Assistant Vice President Royal Bank of Canada, as a Lender By: /s/Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Authorized Signatory || Credit Suisse AG, Cayman Islands Branch, as a Lender By: /s/Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory 20 Capital One, National Association, as a Lender By: /s/Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC|| Barclays Bank PLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx /s/Xxxx Xxxxxx Name: NewStar Financial Xxxx Xxxxxx Title: Managing Director NEWSTAR LLC 2005-1Assistant Vice President 22 Xxxxxxx Xxxxx Bank, N.A., as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. /s/Xxxxx Xxxxxxxxx X. Xxxxxxx Name: NewStar Financial Xxxxx X. Xxxxxxx Title: Managing Director A3 FUNDING LPSenior Vice President BOKF, N.A. d/b/a Bank of Oklahoma, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx /s/Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LPCIT Bank, N.A., as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx /s/Xxxxxxx XxXxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxxx XxXxxx Title: Vice President ABLECO FINANCE LLCDirector Texas Capital Bank, N.A., as a Lender By: /s/ Alexander J, Xxxxxxxx /s/Xxxx Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxx Xxxxxxx Title: Senior Vice President NATIONAL CITY BANK26 Annex A Schedule 2.01 Commitments and Applicable Percentages Name of Lender Commitment Applicable Percentage Bank of America, N.A. $45,475,000 13.375% Xxxxx Fargo Bank, N.A. $37,400,000 11.000% JPMorgan Chase Bank, N.A. $37,400,000 11.000% Barclays Bank PLC $37,400,000 11.000% Royal Bank of Canada $37,400,000 11.000% Credit Suisse AG, CaymanIslands Branch $33,150,000 9.750% Capital One, National Association $33,150,000 9.750% Xxxxxxx Xxxxx Bank, N.A. $25,500,000 7.500% BOKF, N.A. d/b/a Bank ofOklahoma $21,250,000 6.250% CIT Bank, N.A. $21,250,000 6.250% Texas Capital Bank, N.A. $10,625,000 3.125% Total $340,000,000 100% 27 Annex B EXHIBIT D FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: [•] To: Bank of America, N.A., as a Lender ByAdministrative Agent Agency Management 000 Xxxxx XxXxxxx Xxxxxx Mail Code: /s/ Xxxxxxxx IL4-135-09-61 Xxxxxxx, XX 00000 Attention: Xxxxx NameLov, Agency Officer Tel: Xxxxxxxx Xxxxx Title000-000-0000 Fax: Portfolio Manager CAPITALSOURCE FINANCE LLC000-000-0000 Email: xxxxx.x.xxx@xxxx.xxx Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of August 4, 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among CSI COMPRESSCO LP (F/K/A COMPRESSCO PARTNERS, L.P.) (“Compressco LP” or “Parent Borrower”) and CSI COMPRESSCO SUB INC. (F/K/A COMPRESSCO PARTNERS SUB, INC.) (“Sub Inc.”) (collectively, Compressco LP and Sub Inc., the “Borrowers”), BANK OF AMERICA, N.A., as a administrative agent and collateral agent (the “Administrative Agent”), each Lender By: Name: Title: EXHIBIT from time to time party thereto and the other Persons party thereto. I, the undersigned Responsible Officer of CSI COMPRESSCO GP INC. (F/K/A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated COMPRESSCO PARTNERS GP INC.) (the “General Partner”), the general partner of Compressco LP, hereby certify, solely in my capacity as an officer of the General Partner and not in an individual capacity, as of January 25the date hereof, 2008 DESIGNATED DEFAULTS Nonethat I am the of the General Partner, except:and that, as such, I am authorized to execute and deliver this Compliance Certificate (this “Certificate”) to the Administrative Agent on behalf of the General Partner in its capacity as the general partner of the Parent Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements.]

BORROWERS. BODY SHOP OF AMERICAARCHITECTURAL GRANITE & MARBLE, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT Address: c/o Trive Capital 0000 XxXxxxxx Xxxxxx, Suite 1200 Dallas, TX 75201 Attn: Telecopy: PENTAL GRANITE & MARBLE, LLC By: Name: Title: Address: [__________________________________] [__________________________________] [__________________________________] Attn: Telecopy: AGENT: CERBERUS BUSINESS FINANCE, LLC By: Name: Title: Address: 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxx Telecopy: LENDERS: CERBERUS LEVERED LOAN OPPORTUNITIES FUND III, L.P. By: Cerberus Levered Opportunities III GP, LLC Its: General Partner By: _______________________________ Name: Title: CERBERUS NJ CREDIT OPPORTUNITIES FUND, L.P. By: Cerberus NJ Credit Opportunities GP, LLC Its: General Partner By: _______________________________ Name: Title: CERBERUS ASRS HOLDINGS LLC By: _______________________________ Name: Title: CERBERUS KRS LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus KRS Levered Opportunities GP, LLC Its: General Partner By: _______________________________ Name: Title: CERBERUS PSERS LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus PSERS Levered Opportunities GP, LLC Its: General Partner By: _______________________________ Name: Title: CERBERUS FSBA HOLDINGS LLC By: _______________________________ Name: Title: CERBERUS ND CREDIT HOLDINGS LLC By: _______________________________ Name: Title: CERBERUS OFFSHORE LEVERED III LP By: COL III GP Inc. Its: General Partner By: ______________________________ Name: Title: CERBERUS REDWOOD LEVERED LOAN OPPORTUNITIES FUND B, L.P. By: Cerberus Redwood Levered Opportunities GP B, LLC Its: General Partner By:_______________________________________ Name: Title: CERBERUS ICQ OFFSHORE LEVERED LP By: Cerberus ICQ Offshore GP LLC Its: General Partner By: ______________________________ Name: Title: CERBERUS ONSHORE LEVERED III LLC By: ______________________________ Name: Title: CERBERUS LOAN FUNDING XX L.P. By: Cerberus LFGP XX, LLC Its: General Partner By: ______________________________ Name: Title: CERBERUS REDWOOD LEVERED A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25LLC By: ______________________________ Name: Title: CERBERUS AUS LEVERED II LP By: XXX XX GP, 2008 DESIGNATED DEFAULTS NoneLLC Its: General Partner By: ______________________________ Name: Title: CERBERUS REDWOOD LEVERED B LLC By: ______________________________ Name: Title: CERBERUS ICQ LEVERED LLC By: ______________________________ Name: Title: CERBERUS LOAN FUNDING XIX L.P. By: Cerberus LFGP XIX, except:LLC Its: General Partner By: ______________________________ Name: Title: CERBERUS ICQ LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus ICQ Levered Opportunities GP, LLC Its: General Partner By: ______________________________ Name: Title: CERBERUS FSBA LEVERED LLC By: ______________________________ Name: Title: CERBERUS SWC LEVERED II LLC By: ______________________________ Name: Title: CERBERUS LOAN FUNDING XVI LP By: Cerberus PSERS GP, LLC Its: General Partner By: ______________________________ Name: Title: CERBERUS LOAN FUNDING XVIII L.P. By: Cerberus LFGP XVIII, LLC Its: General Partner By: ______________________________ Name: Title: CERBERUS ASRS FUNDING LLC By: ______________________________ Name: Title: CERBERUS LOAN FUNDING XXI L.P. By: Cerberus LFGP XXI, LLC Its: General Partner By: ______________________________ Name: Title: SCHEDULE 2.1 to Financing Agreement COMMITMENTS OF LENDERS1 1 Updated schedule attached to the Fifth Amendment

BORROWERS. BODY SHOP OF AMERICAXXXXXX, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTDSenior Vice President & Chief Financial Officer GEAR PRODUCTS, INC., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager an Oklahoma corporation By: /s/ Xxxxxxxxxxx Xxx Xxxxxx X. Xxxxxxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx Xxxxxx X. Xxxxxxxx Xxxxxxx Title: Vice President A4 FUNDING LP& Chief Financial Officer OMARK PROPERTIES, as a Lender By: A4 Fund ManagementINC., Inc., its General Partner an Oregon corporation By: /s/ Alexander J, Xxxxxxxx Xxxxxx X. Xxxxxxx Name: Xxxxxxxxx Xxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxxx Title: Senior Vice President NATIONAL CITY BANK& Chief Financial Officer WINDSOR FORESTRY TOOLS LLC, a Tennessee limited liability company By: Xxxxxx, Inc., its sole member By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President & Chief Financial Officer AGENT AND LENDERS: GENERAL ELECTRIC CAPITAL CORPORATION, as a Agent and Lender By: /s/ Xxxxxxxx Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCDuly Authorized Signatory The following Persons are signatories to this Agreement in their capacity as Credit Parties and not as Borrowers. CREDIT PARTIES: XXXXXX INTERNATIONAL, as INC., a Lender Delaware corporation By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: EXHIBIT Senior Vice President & Chief Financial Officer BI, L.L.C., a Delaware limited liability company By: Xxxxxx, Inc., its managing member By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President & Chief Financial Officer 4520 CORP., INC., a Delaware corporation By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President & Chief Financial Officer ANNEX A (RECITALS) TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:CREDIT AGREEMENT

BORROWERS. BODY SHOP OF AMERICAXXXXXXX DYNAMICS, INC., a Florida corporation L.L.C. By: /s/ Xxxxxx X. Xxxx XxXxxxxxx Name: Xxxxxx X. Xxxx XxXxxxxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation VP CFO XXXXXXX DYNAMICS FINANCE COMPANY By: /s/ Xxxxxx X. Xxxx XxXxxxxxx Name: Xxxxxx X. Xxxx XxXxxxxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.VP CFO XXXXXX, a Delaware corporation LLC By: /s/ Xxxxxx X. Xxxx XxXxxxxxx Name: Xxxxxx X. Xxxx XxXxxxxxx Title: President and Chief Executive Officer RINZI AIRVP CFO HOLDINGS (for purposes of Section 8): XXXXXXX DYNAMICS, L.L.C., a Florida limited liability company INC. By: /s/ Xxxxxx X. Xxxx XxXxxxxxx Name: Xxxxxx X. Xxxx XxXxxxxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYVP CFO XXXXXX XXXXXX XX, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLCXXXXXX XXXXXXX BRANCH, as a Lender By: /s/ Alexander J, Xxxxxxxx Xxxxxxx X’Xxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxxx X’Xxxx Title: Director By: /s/ Xxxx Ivashkov Name: Xxxx Ivashkov Title: Associate JPMORGAN CHASE BANK, N.A. as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President NATIONAL CITY BANKWachovia Capital Finance Corporation (Central), as a Lender By: /s/ Xxxxx Xxxxxxxx Xxxxx Name: Xxxxx Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE Vice President XXXXXXXXXXXX: XXXXXX XXXXXX XX, XXXXXX XXXXXXX BRANCH, as a Administrative Agent By: /s/ Xxxxxxx X’Xxxx Name: Xxxxxxx X’Xxxx Title: Director By: /s/ Xxxx Ivashkov Name: Xxxx Ivashkov Title: Associate Exhibit A Amended Credit Agreement See attached. EXHIBIT A to Amendment No. 1 COMPOSITE CREDIT AGREEMENT (as amended by Amendment No. 1, dated as of April 16, 2010) CREDIT AND GUARANTY AGREEMENT dated as of May 21, 2007 among XXXXXXX DYNAMICS, L.L.C. XXXXXXX DYNAMICS FINANCE COMPANY XXXXXX, LLC as Borrowers XXXXXXX DYNAMICS, INC., as Guarantor, THE BANKS AND FINANCIAL INSTITUTIONS LISTED HEREIN, as Lenders, CREDIT SUISSE SECURITIES (USA) LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated Sole Bookrunner and Sole Lead Arranger, WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL), as of January 25Documentation Agent, 2008 DESIGNATED DEFAULTS NoneJPMORGAN CHASE BANK, except:N.A., as Syndication Agent and Collateral Agent and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative Agent $60,000,000 Senior Secured Revolving Credit Facility TABLE OF CONTENTS Page

BORROWERS. BODY SHOP OF AMERICAPRAIRIE ECI ACQUIROR LP, INC.as Borrower By: BIP Holdings Manager L.L.C., a Florida corporation its general partner By: /s/ Xxxxxx X. Xxxx Xxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Title: President and Chief Executive Officer CATALOGUE VENTURESSenior Managing Director PRAIRIE VCOC ACQUIROR LP, INC.as Borrower By BIP Holdings Manager L.L.C., a Florida corporation its general partner By: /s/ Xxxxxx X. Xxxx Xxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Title: Chief Executive Officer GUARANTORSSenior Managing Director PRAIRIE NON-ECI ACQUIROR LP, as Borrower By: BODY CENTRAL ACQUISITION CORP.BIP Holdings Manager L.L.C., a Delaware corporation its general partner By: /s/ Xxxxxx X. Xxxx Xxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Title: President and Chief Executive Officer RINZI AIRSenior Managing Director [Credit Agreement Signature Page] GUARANTORS: PRAIRIE GP ACQUIROR LLC, as Subsidiary Guarantor By: Prairie Non-ECI Acquiror LP, its sole member By: BIP Holdings Manager L.L.C., a Florida limited liability company its general partner By: /s/ Xxxxxx X. Xxxx Xxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENTSenior Managing Director PRAIRIE ECI ACQUIROR HOLDCO LP, as Parent Guarantor By: DYMAS FUNDING COMPANYBIP Holdings Manager L.L.C., LLCits general partner By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Senior Managing Director PRAIRIE VCOC ACQUIROR HOLDCO LP, as Parent Guarantor By: BIP Holdings Manager L.L.C., its general partner By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Senior Managing Director PRAIRIE NON-ECI ACQUIROR HOLDCO LP, as Parent Guarantor By: BIP Holdings Manager L.L.C., its general partner By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Senior Managing Director PARENT PLEDGOR: BIP HOLDINGS MANAGER L.L.C., as Parent Pledgor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Senior Managing Director [Credit Agreement Signature Page] CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, Collateral Agent By: Dymas Capital Management Company, LLC, its Manager and a Lender By: /s/ Xxxxx Xxxxxx X. Name: Xxxxx Xxxxxx Title: Authorized Signatory By: /s/ Xxxxx Xxxxxxx Name: Xxxxxx X. Xxxxx Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN Authorized Signatory [Credit Agreement Signature Page] MIRAE ASSET DAEWOO CO., LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Ungkee Cho Name: Xxxxxxxxxxx Xxx Ungkee Cho Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Chief Executive Officer/Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Chairman

BORROWERS. BODY SHOP OF AMERICAACY SN 19002 LIMITED, INC., a Florida corporation as Borrower By: /s/ Xxxxxx X. Xxxx Bxxxx Xxxxx Name: Xxxxxx X. Xxxx Bxxxx Xxxxx Title: President and Chief Executive Officer CATALOGUE VENTURESDirector ACY SN 19003 LIMITED, INC., a Florida corporation as Borrower By: /s/ Xxxxxx X. Xxxx Bxxxx Xxxxx Name: Xxxxxx X. Xxxx Bxxxx Xxxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, Director [Credit Agreement] ACY E-175 LLC, as Administrative Agent Borrower By: Dymas Capital Management Company, LLCAeroCentury Corp., its Manager By: /s/ Xxxxxx Txxx X. Xxxxxxx Name: Xxxxxx Txxx Xxxxxxx Title: SVP Finance ACY SN 15129 LLC, as Borrower By: AeroCentury Corp., its Manager By: /s/ Txxx X. Xxxxxxx Name: Txxx Xxxxxxx Title: SVP Finance [Credit Agreement] PARTICIPANTS NORDDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH, as a Participant By: /s/ Oxxxxx Xxxxxxx Name: Oxxxxx Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Andreas Trunk Name: Andreas Trunk Title: Senior Director [Credit Agreement] NORDDEUTSCHE LANDESBANK GIROZENTRALE, as Swap Counterparty By: /s/ Sxxxxxxxx Xxxxxxxxxxx Xxx Name: Sxxxxxxxx Xxxxxxxxxxx Title: LEGAL COUNSEL NORDDEUTSCHE LANDESBANK - GIROZENTRALE -AUTHORIZED SIGNATORY- By: /s/ Cxxxxxx Xxxxxxxx Name: Cxxxxxx Xxxxxxxx Title: SENIOR LEGAL COUNSEL NORDDEUTSCHE LANDESBANK - GIROZENTRALE -AUTHORIZED SIGNATORY- NORDDEUTSCHE LANDESBANK GIROZENTRALE, as Agent By: /s/ Oxxxxx Xxxxxxx Name: Oxxxxx Xxxxxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Andreas Trunk Name: NewStar Financial Andreas Trunk Title: Managing Senior Director NEWSTAR LLC 2005-1[Credit Agreement] WILMINGTON TRUST COMPANY, as a Lender By: NewStar Financial, Inc., its Sole Member Security Trustee By: /s/ P. Rxxxxx X. Xxxxx Xxxxxxxxx Xx. Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx Rxxxxx X. Xxxxxxxx Xxxxx Xx. Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT [Credit Agreement] ANNEX A TO WAIVER DEFINITIONS AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:CONSTRUCTIONS ANNEX A Page 1 [Definitions] ANNEX A

BORROWERS. BODY SHOP OF AMERICA, INC., MODUSLINK CORPORATION a Florida Delaware corporation SALESLINK LLC a Delaware limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation Xxxxx By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Executive Financial Officer GUARANTORSTitle: BODY CENTRAL ACQUISITION Chief Financial Officer SALESLINK MEXICO HOLDING CORP., . a Delaware corporation By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Title: President Chief Financial Officer Fourth Amendment to Second Amended and Chief Executive Officer RINZI AIRRestated Loan and Security Agreement AGENT: BANK OF AMERICA (as successor by merger to LaSalle Bank National Association), L.L.C., a Florida limited liability company as Agent By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Xxxxxxxx Title: Vice President A4 FUNDING LPAddress Bank of America, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander JN.A. 000 Xxxxx XxXxxxx Xxxxxxx, Xxxxxxxx Name00000 Attn: Xxxxxxxxx X. Xxxxxxxx TitleXxxxxxxx Fax: Vice President ABLECO FINANCE LLC000-000-0000 LENDERS: BANK OF AMERICA (as successor by merger to LaSalle Bank National Association), as a Lender By: /s/ Alexander JXxxxx Xxxxx Name: Xxxxx Xxxxx Title: First Vice President Address Bank of America, N.A. 000 Xxxxx XxXxxxx Xxxxxxx, Xxxxxxxx Name00000 Attn: Xxxxxxxxx X. Xxxxxxxx TitleXxxxx Xxxxx Fax: Senior Vice President (000) 000-0000 RBS CITIZENS, NATIONAL CITY BANKASSOCIATION f/k/a CITIZENS BANK OF MASSACHUSETTS, as a Lender By: /s/ Xxxxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxxxx Xxxxx X. Xxxxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCSenior Vice President Address RBS Citizens, National Association 00 Xxxxx Xxxxxx 0xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attn: Xxxxxxxx X. Xxxxxxx, Senior Vice President Fax: (000) 000-0000 Fourth Amendment to Second Amended and Restated Loan and Security Agreement Schedule 2.1 Revolving Credit Commitments: Lender Revolving Credit Commitment Percentage of Initial Revolving Credit Commitment Bank of America, N.A. (as successor by merger to LaSalle Bank National Association) $ 26,250,000.00 58.333333333333 % RBS Citizens, National Association f/k/a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as Citizens Bank of January 25, 2008 DESIGNATED DEFAULTS None, except:Massachusetts $ 18,750,000.00 41.666666666667 % Total $ 45,000,000.00 100.00 %

BORROWERS. BODY SHOP OF AMERICA, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.UNIT CORPORATION, a Delaware corporation UNIT PETROLEUM COMPANY, an Oklahoma corporation UNIT DRILLING COMPANY, an Oklahoma corporation Each By: /s/ Xxxxxx X. Xxxx Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxx Title: President and Chief Executive Officer RINZI AIRVice President, Secretary, & General Counsel GUARANTORS: UNIT DRILLING USA COLOMBIA, L.L.C., a Florida Delaware limited liability company UNIT DRILLING COLOMBIA, L.L.C., a Delaware limited liability company 8200 UNIT DRIVE, L.L.C., a Delaware limited liability company SPC MIDSTREAM OPERATING, L.L.C., an Oklahoma limited liability company Each By: /s/ Xxxxxx X. Xxxx Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYVice President, LLCSecretary, & General Counsel BOKF, NA DBA BANK OF OKLAHOMA, as Administrative Agent By: Dymas Capital Management CompanyAgent, LLC, its Manager By: Issuer and a Lender By /s/ Xxxxxx X. Xxxxxxx Xxxx Xxxxx Name: Xxxxxx X. Xxxxxxx Xxxx Xxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTDSenior Vice President BMO XXXXXX FINANCING, INC., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Hill Taylor Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Hill Taylor Title: Vice President A4 FUNDING LPBANK OF AMERICA, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLCN.A., as a Lender By: /s/ Alexander J, Xxxxxxxx Xxxx Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxx Xxxxxxx Title: Senior Vice President NATIONAL CITY Director TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender By: /s/ Xxxxx XxxXxxxxxx Name: Xxxxx XxxXxxxxxx Title: Authorized Signatory CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory By: /s/ Xxxxx X. Danvers Name: Xxxxx X. Danvers Title: Authorized Signatory ARVEST BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx S. Xxxx Xxxxxx Name: Xxxxxxxx Xxxxx S. Xxxx Xxxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCSenior Vice President TRUIST BANK, as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director IBERIABANK, a division of First Horizon Bank, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President EXHIBIT A TO WAIVER AND THIRD SECOND AMENDMENT TO FINANCING AMENDED AND RESTATED CREDIT AGREEMENT Dated (Conformed copy through and including, and showing all modifications being effectuated pursuant to, the First Amendment dated as of January 25the First Amendment Effective Date) [SEE ATTACHED] EXHIBIT B TO SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT SCHEDULE OF OIL AND GAS PROPERTIES TO BE PARTIALLY RELEASED AND CONSTITUTING THE SECOND AMENDMENT RELEASE OIL AND GAS PROPERTIES [INTENTIONALLY OMITTED] AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 3, 2008 DESIGNATED DEFAULTS None2020 among UNIT CORPORATION, except:UNIT DRILLING COMPANY, and UNIT PETROLEUM COMPANY, each as a Borrower Each Subsidiary of the Borrowers party hereto as a Guarantor, The Lenders Party Hereto and BOKF, NA DBA BANK OF OKLAHOMA, as Administrative Agent and Issuer and with BBVA USA as Joint Lead Arrangers, Joint Bookrunners and Co-Syndication Agents, and with BANK OF AMERICA, N.A. AND BANK OF MONTREAL, as Co-Documentation Agents TABLE OF CONTENTS (continued) Page ARTICLE I DEFINITIONS 1 SECTION 1.01. Defined Terms 1 SECTION 1.02. Classification of Loans and Borrowings 43 SECTION 1.03. Terms Generally 43 SECTION 1.04. Accounting Terms; GAAP 43 SECTION 1.05. Rates 44 SECTION 1.06. Letter of Credit Amounts 44 SECTION 1.07. Divisions 44 ARTICLE II THE CREDITS 44 SECTION 2.01. The Loans 44 SECTION 2.02. Loans and Borrowings 45 SECTION 2.03. Borrowing Base 45 SECTION 2.04. Method of Borrowing 49 SECTION 2.05. Letters of Credit 50 SECTION 2.06. Funding of Borrowings 56 SECTION 2.07. Interest Elections 57 SECTION 2.08. Termination and Reduction of Commitments; Aggregate Maximum Revolving Credit Amounts 58 SECTION 2.09. Repayment of Loans; Evidence of Debt 58 SECTION 2.10. Prepayment of Loans 60 SECTION 2.11. Fees 64 SECTION 2.12. Interest 65 SECTION 2.13. Alternate Rate of Interest 66 SECTION 2.14. Increased Costs 68 SECTION 2.15. Break Funding Payments 69 SECTION 2.16. Taxes 69

BORROWERS. BODY SHOP OF AMERICALL FLOORING, INC., as Lead Borrower and as a Florida corporation Borrower ​ ​ ​ By: /s/ Xxxxxx X. Xxxx Xxxxxxx Xxxxx ​ Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Xxxxxxx Xxxxx ​ Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY​ ​ LL FLOORING SERVICES, LLC, as Administrative Agent a Borrower By: Dymas Capital Management Company:LL FLOORING, LLCINC., its Manager ​ ​ ​ ​ By: /s/ Xxxxxx X. Xxxxxxx Xxxxx ​ Name: Xxxxxx X. Xxxxxxx Xxxxx ​ Title: Managing Director LENDERSChief Executive Officer ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ GUARANTORS: XXXXXXXXX FINANCIAL CAYMAN LTD​ LL FLOORING HOLDINGS, INC., as Parent and as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager Guarantor ​ ​ ​ ​ ​ ​ By: /s/ Xxxxxxxxxxx Xxx Xxxxxxx Xxxxx ​ Name: Xxxxxxxxxxx Xxx Xxxxxxx Xxxxx ​ Title: Managing Director NEWSTAR SHORT-TERM FUNDING Chief Executive Officer ​ LUMBER LIQUIDATORS LEASING, LLC, as a Lender Guarantor ​ By: NewStar Financial:LL FLOORING, Inc.INC., its Designated Manager ​ ​ ​ ​ By: /s/ P. Xxxxxxx Xxxxx Xxxxxxxxx ​ Name: NewStar Financial Xxxxxxx Xxxxx ​ Title: Managing Director NEWSTAR LLC 2005-1Chief Executive Officer ​ LUMBER LIQUIDATORS FOREIGN HOLDINGS, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender Guarantor By:LL FLOORING HOLDINGS, INC., its Manager ​ ​ ​ ​ By: /s/ Alexander J, Xxxxxxxx Xxxxxxx Xxxxx ​ Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxxx Xxxxx ​ Title: Chief Executive Officer ​ ​ ​ ​ [Lumber Liquidators – Signature Page to Third Amendment] ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ BANK OF AMERICA, N.A., as Agent, a Lender, and L/C Issuer ​ ​ ​ By: /s/ Xxxxxxx Xxxxxx ​ Name: Xxxxxxx Xxxxxx ​ Title: Senior Vice President ​ ​ ​ ​ ​ ​ [Lumber Liquidators – Signature Page to Third Amendment] ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ XXXXX FARGO BANK, NATIONAL CITY BANKASSOCIATION, as a Lender ​ ​ ​ ​ By: /s/ Xxxxxxxx Xxxxx Xxxxxx Xxxxxx ​ Name: Xxxxxxxx Xxxxx Xxxxxx Xxxxxx ​ Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT Assistant Vice President ​ ​ ​ ​ Annex A TO WAIVER Conformed Credit Agreement [See attached.] ​ DB1/ 133985067.4 Credit Agreement – Conformed through SecondThird Amendment ​ FOURTH AMENDED AND THIRD AMENDMENT TO FINANCING RESTATED CREDIT AGREEMENT Dated as of January 25March 29, 2008 DESIGNATED DEFAULTS None2019, except:as amended as of April 17, 2020, as amended as of April 30, 2021, as amended as of December 27, 2022 among LUMBER LIQUIDATORSLL FLOORING, INC., as the Lead Borrower For The Borrowers Named Herein The Guarantors Named Herein BANK OF AMERICA, N.A., as Agent and The Lenders Party Hereto ​ BANK OF AMERICA, N.A. and XXXXX FARGO BANK, NATIONAL ASSOCIATION As Joint Lead Arrangers and Joint Bookrunners ​ XXXXX FARGO BANK, NATIONAL ASSOCIATION as Syndication Agent ​ ​ ​ ​ DB1/ 133985272.1133985272.4 ​ ​ ​ TABLE OF CONTENTS Section ‌ Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS ‌ 1 1.01Defined Terms ‌ 1 1.02Other Interpretive Provisions ‌ 51 1.03Accounting Terms ‌ 52 1.04Rounding ‌ 52 1.05Times of Day ‌ 52 1.06Letter of Credit Amounts. ‌ 52 1.07Divisions.. ‌ 52 1.08UCC Terms.. ‌ 53 ARTICLE II THE REVOLVING LOAN COMMITMENTS AND CREDIT EXTENSIONS ‌ 53 2.01Committed Revolving Loans ‌ 53 2.02Borrowings, Conversions and Continuations of Committed Revolving Loans. ‌ 53 2.03Letters of Credit. ‌ 56 2.04Swing Line Loans. ‌ 64 2.05Prepayments. ‌ 67 2.06Termination or Reduction of Revolving Loan Commitments. ‌ 68 2.07Repayment of Obligations.. ‌ 69 2.08Interest. ‌ 69 2.09Fees ‌ 70 2.10Computation of Interest and Fees ‌ 70 2.11Evidence of Debt. ‌ 70

BORROWERS. BODY SHOP OF AMERICAMASTEC, INC., a Florida corporation . By: /s/ C. Xxxxxx X. Xxxx Xxxxxxxx Name: C. Xxxxxx X. Xxxx Xxxxxxxx Title: Executive Vice President and Chief Executive Financial Officer CATALOGUE VENTURESAddress: 000 Xxxxxxx Xxxx North Tower, INC.12th Floor Xxxxx Xxxxxx, a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx TitleXxxxxxx 00000 Attention: Chief Executive Officer GUARANTORSTelecopier No.: BODY CENTRAL ACQUISITION CORP.(___) [CORPORATE SEAL] MASTEC TC, a Delaware corporation INC. By: /s/ C. Xxxxxx X. Xxxx Xxxxxxxx Name: C. Xxxxxx X. Xxxx Xxxxxxxx Title: Executive Vice President and Chief Executive Financial Officer RINZI AIRMASTEC FC, L.L.C., a Florida limited liability company INC. By: /s/ C. Xxxxxx X. Xxxx Xxxxxxxx Name: C. Xxxxxx X. Xxxx Xxxxxxxx Title: Executive Vice President and Chief Executive Financial Officer ADMINISTRATIVE AGENT: DYMAS FUNDING MASTEC CONTRACTING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager INC. By: /s/ C. Xxxxxx X. Xxxxxxx Xxxxxxxx Name: C. Xxxxxx X. Xxxxxxx Xxxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.Executive Vice President and Chief Financial Officer MASTEC SERVICES COMPANY, as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager INC. By: /s/ Xxxxxxxxxxx Xxx C. Xxxxxx Xxxxxxxx Name: Xxxxxxxxxxx Xxx C. Xxxxxx Xxxxxxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLCExecutive Vice President and Chief Financial Officer MASTEC OF TEXAS, as a Lender By: NewStar Financial, Inc., its Designated Manager INC. By: /s/ P. Xxxxx Xxxxxxxxx C. Xxxxxx Xxxxxxxx Name: NewStar Financial C. Xxxxxx Xxxxxxxx Title: Managing Director NEWSTAR LLC 2005-1Executive Vice President and Chief Financial Officer MASTEC NORTH AMERICA, as a Lender By: NewStar Financial, Inc., its Sole Member INC. By: /s/ P. Xxxxx Xxxxxxxxx C. Xxxxxx Xxxxxxxx Name: NewStar Financial C. Xxxxxx Xxxxxxxx Title: Managing Director A3 FUNDING LPExecutive Vice President and Chief Financial Officer MASTEC ASSET MANAGEMENT COMPANY, as a Lender By: A3 Fund Management LLC, its General Partner INC. By: /s/ Alexander J, C. Xxxxxx Xxxxxxxx Name: Xxxxxxxxx X. C. Xxxxxx Xxxxxxxx Title: Executive Vice President A4 FUNDING LPand Chief Financial Officer CHURCH & TOWER, as a Lender By: A4 Fund Management, Inc., its General Partner INC. By: /s/ Alexander J, C. Xxxxxx Xxxxxxxx Name: Xxxxxxxxx X. C. Xxxxxx Xxxxxxxx Title: Executive Vice President ABLECO FINANCE LLCand Chief Financial Officer POWER PARTNERS MASTEC, as a Lender LLC By: /s/ Alexander J, C. Xxxxxx Xxxxxxxx Name: Xxxxxxxxx X. C. Xxxxxx Xxxxxxxx Title: Senior Executive Vice President NATIONAL CITY BANKand Chief Financial Officer GLOBETEC CONSTRUCTION, as a Lender LLC By: /s/ C. Xxxxxx Xxxxxxxx Xxxxx Name: C. Xxxxxx Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCExecutive Vice President and Chief Financial Officer THREE PHASE LINE CONSTRUCTION, as a Lender INC. By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25[Signature page to Second Amended and Restated Loan and Security Agreement] PUMPCO, 2008 DESIGNATED DEFAULTS NoneINC. By: /s/ C. Xxxxxx Xxxxxxxx Name: C. Xxxxxx Xxxxxxxx Title: Vice President GUARANTORS: PHASECOM SYSTEMS, exceptINC. By: /s/ C. Xxxxxx Xxxxxxxx Name: C. Xxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer INTEGRAL POWER & TELECOMMUNICATIONS CORPORATION, LTD. By: /s/ C. Xxxxxx Xxxxxxxx Name: C. Xxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer MASTEC NORTH AMERICA AC, LLC By: /s/ C. Xxxxxx Xxxxxxxx Name: C. Xxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer THREE PHASE ACQUISITION CORP. By: Name: Title:

BORROWERS. BODY SHOP OF AMERICASTARWOOD PROPERTY MORTGAGE SUB-10, INC., a Florida corporation L.L.C. By: /s/ Xxxxxx XXXXXX X. Xxxx XXXXXX Name: Xxxxxx X. Xxxx Xxxxxx Title: President and Chief Executive Officer CATALOGUE VENTURESAuthorized Signatory STARWOOD PROPERTY MORTGAGE SUB-10-A, INC., a Florida corporation L.L.C. By: /s/ Xxxxxx XXXXXX X. Xxxx XXXXXX Name: Xxxxxx X. Xxxx Xxxxxx Title: Chief Executive Officer Authorized Signatory GUARANTORS: BODY CENTRAL ACQUISITION CORP.STARWOOD PROPERTY TRUST, a Delaware corporation INC. By: /s/ Xxxxxx XXXXXX X. Xxxx XXXXXX Name: Xxxxxx X. Xxxx Xxxxxx Title: President and Chief Executive Officer RINZI AIRAuthorized Signatory STARWOOD PROPERTY MORTGAGE SUB-10 HOLDCO, L.L.C., a Florida limited liability company L.L.C. By: /s/ Xxxxxx XXXXXX X. Xxxx XXXXXX Name: Xxxxxx X. Xxxx Xxxxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENTAuthorized Signatory STARWOOD PROPERTY MORTGAGE SUB-10-A HOLDCO, L.L.C. By: DYMAS FUNDING COMPANY/s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Authorized Signatory SPT ACQUISITIONS HOLDCO, LLCLLC By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Authorized Signatory SPT ACQUISITIONS SUB-1, LLC By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Authorized Signatory SPT ACQUISITIONS SUB-1-A, LLC By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Authorized Signatory BANK OF AMERICA, N.A., as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx XXXXXX X. Xxxxxxx XXXXX Name: Xxxxxx X. Xxxxxxx Xxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.Vice President ***, as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx *** Name: Xxxxxxxxxxx Xxx *** Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC*** ***, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx *** Name: NewStar Financial *** Title: Managing Director NEWSTAR LLC 2005-1*** ***, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx *** Name: NewStar Financial *** Title: Managing Director A3 FUNDING LP*** ***, as a Lender By: A3 Fund Management LLC, its General Partner *** Name: *** Title: *** By: /s/ Alexander J, Xxxxxxxx *** Name: Xxxxxxxxx X. Xxxxxxxx *** Title: Vice President A4 FUNDING LP*** ***, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx *** Name: Xxxxxxxxx X. Xxxxxxxx *** Title: Vice President ABLECO FINANCE LLC*** ***, as a Lender By: /s/ Alexander J, Xxxxxxxx *** Name: Xxxxxxxxx X. Xxxxxxxx *** Title: Senior Vice President NATIONAL CITY BANK*** ***, as a Lender By: /s/ Xxxxxxxx Xxxxx *** Name: Xxxxxxxx Xxxxx *** Title: Portfolio Manager CAPITALSOURCE FINANCE *** By: *** Name: *** Title: *** PAGE ONE TO START SCHEDULE 2.01 Commitments and Applicable Percentages Lender Commitment Applicable Percentage *** $60,000,000 20.000000000% *** $40,000,000 13.333333333% *** $40,000,000 13.333333333% *** $40,000,000 13.333333333% *** $40,000,000 13.333333333% *** $40,000,000 13.333333333% *** $40,000,000 13.333333333% TOTAL $300,000,000 100% SCHEDULE 5.12(d) Pension Plans None. SCHEDULE 5.13 Loan Parties Starwood Property Trust, Inc., a Maryland corporation Starwood Property Mortgage Sub-10, L.L.C., a Delaware limited liability company Starwood Property Mortgage Sub-10-A, L.L.C., a Delaware limited liability company Starwood Property Mortgage Sub-10 HoldCo, L.L.C., a Delaware limited liability company Starwood Property Mortgage Sub-10-A HoldCo, L.L.C., a Delaware limited liability company SPT Acquisitions Holdco, LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as Delaware limited liability company SPT Acquisitions Sub-1, LLC, a Delaware limited liability company SPT Acquisitions Sub-1A, LLC, a Delaware limited liability company The principal place of January 25business of each Loan Party is located at 000 Xxxx Xxxxxx Xxxxxx, 2008 DESIGNATED DEFAULTS NoneGreenwich, except:Connecticut 06830. SCHEDULE 7.08 Transactions with Affiliates

BORROWERS. BODY SHOP OF AMERICAXXXXXXXX-XXXX CONCRETE PUMPING HOLDINGS INC (FORMERLY KNOWN AS CONCRETE PUMPING HOLDINGS, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, . AND AS SUCCESSOR BY MERGER TO CONCRETE PUMPING MERGER SUB INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.), a Delaware corporation By: /s/ Xxxxxx X. Xxxx Xxxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxxx Title: President and Chief Executive Financial Officer RINZI AIRXXXXXXXX-XXXX CONCRETE PUMPING, L.L.C.INC., a Florida Colorado corporation By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Chief Financial Officer ECO-PAN, INC., a Colorado corporation By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Chief Financial Officer CAPITAL PUMPING, LP, a Texas limited partnership By: CPH Acquisition, LLC, a Delaware limited liability company and its general partner By: Xxxxxxxx-Xxxx Concrete Pumping, Inc., a Colorado corporation and its managing member By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Chief Financial Officer BORROWERS (CONT’D): CAMFAUD CONCRETE PUMPS LIMITED, a private limited company incorporated and registered under the laws of England and Wales with Company Number 02635232 By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Chief Financial Officer PREMIER CONCRETE PUMPING LIMITED, a private limited company incorporated and registered under the laws of England and Wales with Company Number 01714938 By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Chief Financial Officer GUARANTORS: CONCRETE PUMPING PROPERTY HOLDINGS, LLC By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Chief Financial Officer CPH ACQUISITION, LLC, a Delaware limited liability company By: Xxxxxxxx-Xxxx Concrete Pumping, Inc., a Colorado corporation and its managing member By: /s/ Xxxxxx X. Xxxx Xxxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxxx Title: President and Chief Executive Financial Officer ADMINISTRATIVE AGENTASC EQUIPMENT, LP, a Texas limited partnership By: DYMAS FUNDING COMPANYCPH Acquisition, LLC, as Administrative Agent a Delaware limited liability company and its general partner By: Dymas Capital Management CompanyXxxxxxxx-Xxxx Concrete Pumping, LLCInc., a Colorado corporation and its Manager managing member By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxx Xxxxxxxxx Name: NewStar Financial Xxxx Xxxxxxxxx Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Chief Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Officer

BORROWERS. BODY SHOP OF AMERICA, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.XXXXXXX ENERGY CORPORATION, a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIRSEP HOLDINGS III, L.L.C.LLC, a Florida Delaware limited liability company XX XXXXXXX LLC, a Delaware limited liability company SN COTULLA ASSETS, LLC, a Texas limited liability company By: /s/ Xxxxxx Xxxxxxx X. Xxxx Name: Xxxxxx Xxxxxxx X. Xxxx Title: Senior Vice President and – Chief Executive Financial Officer ACKNOWLEDGED for the purposes stated in Section 6: GUARANTORS: SN OPERATING, LLC, a Texas limited liability company SN TMS, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Senior Vice President – Chief Financial Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLCROYAL BANK OF CANADA, as Administrative Agent By: Dymas Capital Management Company/s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Manager, LLC, its Manager Agency LENDERS: ISSUING BANK AND LENDER: ROYAL BANK OF CANADA By: /s/ Xxxxxx Xxxx Xxxxxxx, Xx. Name: Xxxx Xxxxxxx, Xx. Title: Authorized Signatory CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH By: /s/ Xxxxx Xxxxxxxx /s/ Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory Authorized Signatory COMPASS BANK By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Vice President SUNTRUST BANK By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President ING CAPITAL LLC By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director BRANCH BANKING AND TRUST COMPANY By: /s/ Xxxx X. Xxxxxxx Name: Xxxxxx Xxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender IBERIABANK By: /s/ Xxxxxxxx W. Xxxxx Xxxxxxx Name: Xxxxxxxx W. Xxxxx Xxxxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCExecutive Vice President UNION BANK, as a Lender N.A. By: /s/ Haylee Dallas Name: Haylee Dallas Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as Vice President SOCIÉTÉ GENÉRALÉ By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director ANNEX I LIST OF MAXIMUM CREDIT AMOUNTS Name of January 25Lender Applicable Percentage Before Fourth Amendment Effective Date Applicable Percentage on and After Fourth Amendment Effective Date Maximum Credit Amount Before Fourth Amendment Effective Date Maximum Credit Amount on and After Fourth Amendment Effective Date Royal Bank of Canada 15.0000000 % 13.000000000 $ 78,571,428.56 $ 66,666,666.67 Capital One, 2008 DESIGNATED DEFAULTS NoneNational Association 15.7142857 % 13.333333333 $ 78,571,428.56 $ 66,666,666.67 SunTrust Bank 8.0000000 % 11.666666667 $ 42,857,142.86 $ 58,333,333.34 Compass Bank 8.0000000 % 11.666666667 $ 42,857,142.86 $ 58,333,333.34 Credit Suisse AG, except:Cayman Islands Branch 8.5714286 % 8.333333333 $ 42,857,142.86 $ 41,666,666.67 ING Capital LLC 8.5714286 % 8.333333333 $ 42,857,142.86 $ 41,666,666.67 Branch Banking and Trust Company 8.5714286 % 8.333333333 $ 42,857,142.86 $ 41,666,666.67 IBERIABANK 8.0000000 % 8.333333333 $ 42,857,142.86 $ 41,666,666.67 Union Bank, N.A. 8.0000000 % 8.333333333 $ 42,857,142.86 $ 41,666,666.67 Sociètè Genèralè 8.5714286 % 8.333333333 $ 42,857,142.86 $ 41,666,666.67 TOTAL 100 % 100 % $ 500,000,000.00 $ 500,000,000.00

BORROWERS. BODY SHOP OF AMERICACSI COMPRESSCO LP, as a Borrower and Parent Borrower By: CSI COMPRESSCO GP INC., a Florida corporation its general partner By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, Treasurer CSI COMPRESSCO SUB INC., as a Florida corporation Borrower By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORPTreasurer GUARANTORS CSI COMPRESSCO FINANCE INC. (F/K/A COMPRESSCO FINANCE INC., a Delaware corporation ) By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Title: President and Chief Executive Officer RINZI AIRTreasurer CSI COMPRESSCO OPERATING LLC (F/K/A COMPRESSCO PARTNERS OPERATING, L.L.C., a Florida limited liability company LLC) By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYTreasurer COMPRESSOR SYSTEMS, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager INC. By: /s/ Xxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx Xxxxx Title: Managing Director LENDERSTreasurer CSI COMPRESSCO FIELD SERVICES INTERNATIONAL LLC (F/K/A COMPRESSCO FIELD SERVICES INTERNATIONAL, LLC), CSI COMPRESSCO INTERNATIONAL LLC (F/K/A COMPRESSCO INTERNATIONAL, LLC), CSI COMPRESSCO LEASING LLC (F/K/A COMPRESSCO LEASING, LLC), CSI COMPRESSCO HOLDINGS LLC (F/K/A COMPRESSCO HOLDINGS, LLC) By: XXXXXXXXX FINANCIAL CAYMAN LTDCSI COMPRESSCO OPERATING LLC (F/K/A COMPRESSCO PARTNERS OPERATING, LLC), its sole member By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer ROTARY COMPRESSOR SYSTEMS, INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer CSI COMPRESSION HOLDINGS, LLC By: COMPRESSOR SYSTEMS, INC., its sole manager By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent By: /s/ Xxxxx Lov Name: Xxxxx Lov Title: Assistant Vice President BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Xxxxx Xxxxx Name: Xxxxxxxxxxx Xxx Xxxxx Xxxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLCJPMorgan Chase Bank, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLCN.A., as a Lender By: /s/ Alexander J, Xxxxxxxx J. Xxxxx Xxxx Name: Xxxxxxxxx X. Xxxxxxxx J. Xxxxx Xxxx Title: Senior Vice President NATIONAL CITY BANKAuthorized Officer Banc of America Credit Products, Inc., as a Lender By: /s/ Xxxxxxxx Xxxxx Xxxx Name: Xxxxxxxx Xxxxx Xxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCAuthorized Signatory Capital One, National Association, as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: EXHIBIT Vice President Barclays Bank PLC, as a Lender By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Assistant Vice President BOKF, NA dba Bank of Oklahoma, as a Lender By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President CIT Bank, N.A., as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President Texas Capital Bank, N.A., as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President Annex A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:See attached.

BORROWERS. BODY SHOP CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. By: Calumet GP, LLC, its general partner By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Vice President & Chief Financial Officer CALUMET OPERATING, LLC By: Calumet Specialty Products Partners, L.P., its sole member By: Calumet GP, LLC, its general partner By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Vice President & Chief Financial Officer CALUMET FINANCE CORP. By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Vice President & Chief Financial Officer FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page 1 CALUMET INTERNATIONAL, INC. By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Vice President & Chief Financial Officer KURLIN COMPANY, LLC By: Calumet International, Inc., its sole member By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Vice President & Chief Financial Officer CALUMET BRANDED PRODUCTS, LLC By: Calumet Operating, LLC, its sole member By: Calumet Specialty Products Partners, L.P., its sole member By: Calumet GP, LLC, its general partner By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Vice President & Chief Financial Officer FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page 2 BEL-RAY COMPANY, LLC By: Calumet Branded Products, LLC, its sole memberBy: Calumet Operating, LLC, its sole member By: Calumet Specialty Products Partners, L.P., its sole member By: Calumet GP, LLC, its general partner By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Vice President & Chief Financial Officer CALUMET REFINING, LLC By: Calumet Operating, LLC, its sole member By: Calumet Specialty Products Partners, L.P., its sole member By: Calumet GP, LLC, its general partner By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Vice President & Chief Financial Officer FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page 3 CALUMET PRINCETON REFINING, LLC CALUMET COTTON VALLEY REFINING, LLC CALUMET SHREVEPORT REFINING, LLC CALUMET SAN ANTONIO REFINING, LLC CALUMET MONTANA REFINING, LLC CALUMET MISSOURI, LLC CALUMET XXXXX CITY REFINING, LLC CALUMET XXXXXXXXX REFINING, LLC By: Calumet Refining, LLC, their sole memberBy: Calumet Operating, LLC, its sole member By: Calumet Specialty Products Partners, L.P., its sole member By: Calumet GP, LLC, its general partner By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Vice President & Chief Financial Officer FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page 4 AGENT AND LENDERS: BANK OF AMERICA, INC.N.A.,as Agent, a Florida corporation ByLender and an Issuing BankBy: /s/ Xxxxx XxxXxxxx Name: Xxxxx XxxXxxxx Title: Sr. Vice President FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page 5 ` XXXXX FARGO BANK, NATIONAL ASSOCIATION,as a LenderBy: /s/ Xxxxxx X. Xxxx Xxxxxx Name: Xxxxxx X. Xxxx Xxxxxx Title: Vice President and Chief Executive Officer CATALOGUE VENTURESFIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page 6 JPMORGAN CHASE BANK, INC., N.A.,as a Florida corporation ByLenderBy: /s/ Xxxxxx X. Xxxx Xxxxxx Name: Xxxxxx X. Xxxx Xxxxxx Title: Chief Executive Authorized Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page 7 REGIONS BANK,as a Delaware corporation ByLenderBy: /s/ Xxxxxx Xxxxxxx X. Xxxx XxXxxxxx Name: Xxxxxx Xxxxxxx X. Xxxx XxXxxxxx Title: President and Chief Executive Officer RINZI AIRManaging Director FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page 8 BMO XXXXXX BANK, L.L.C., N.A.,as a Florida limited liability company ByLenderBy: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page 9 BARCLAYS BANK PLC,as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager ByLenderBy: /s/ Xxxxxxxxxxx Xxx Sydney X. Xxxxxx Name: Xxxxxxxxxxx Xxx Sydney X. Xxxxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page 10 DEUTSCHE BANK TRUST COMPANY AMERICAS,as a Lender By: NewStar Financial, Inc., its Designated Manager ByLenderBy: /s/ P. Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxxx Xxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Xxxx Xxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxx Xxxxx Title: Vice President ABLECO FINANCE LLC, FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page 11 U.S. BANK NATIONAL ASSOCIATION,as a Lender ByLenderBy: /s/ Alexander J, Xxxxxxxx Xxx Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxx Xxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page 12 BBVA COMPASS BANKas a Lender ByLenderBy: /s/ Xxxxxxxx Xxxxxxx Xxxxx Name: Xxxxxxxx Xxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCVice President FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page 13 ANNEX A CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. AND CERTAIN OF ITS SUBSIDIARIES, as a Lender By: Name: Title: EXHIBIT A TO WAIVER Borrowers CERTAIN OF ITS OTHER SUBSIDIARIES, as Guarantors THIRD AMENDED AND THIRD AMENDMENT TO FINANCING RESTATED CREDIT AGREEMENT Dated as of January 25February 23, 2008 DESIGNATED DEFAULTS None2018 $600,000,000 CERTAIN FINANCIAL INSTITUTIONS, except:as Lenders, BANK OF AMERICA, N.A., as Agent, JPMORGAN CHASE BANK, N.A., as Co-Syndication Agent, XXXXX FARGO CAPITAL FINANCE, LLC, as Co-Syndication Agent, REGIONS BANK, as Co-Documentation Agent, BMO XXXXXX BANK, N.A., as Co-Documentation Agent and BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. and XXXXX FARGO CAPITAL FINANCE, LLC as Joint Lead Arrangers and Joint Book Runners TABLE OF CONTENTS SECTION 1. DEFINITIONS; RULES OF CONSTRUCTION...............................................1 1.1. Definitions........................................................................................................1 1.2. Accounting Terms...........................................................................................57 1.2.1. Generally........................................................................................57 1.2.2. Changes in GAAP...........................................................................57 1.3. Certain Matters of Construction......................................................................58 1.4. Proportionate Adjustment...............................................................................58 1.5. Currency Equivalents......................................................................................58 1.5.1. Calculations....................................................................................58 1.5.2. Judgments......................................................................................59 1.6. Additional Alternate Currencies......................................................................59 1.7. Outstanding Obligations under Existing Loan Agreement..............................59 1.8. Interest Rates..................................................................................................60 1.9. Divisions.........................................................................................................60

BORROWERS. BODY SHOP OF AMERICA, INC.SPARK NETWORKS SE, a Florida corporation Societas Europaea, as a Borrower and as Administrative Borrower By: /s/ Xxxxxx X. Xxxx Rxxxxx X’Xxxx Name: Xxxxxx X. Xxxx Rxxxxx X’Xxxx Title: President and Chief Executive Financial Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Jxxxxxxx Xxxxxxxxx Name: Xxxxxx X. Xxxx Jxxxxxxx Xxxxxxxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORPSPARK NETWORKS, INC., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Rxxxxx X’Xxxx Name: Xxxxxx X. Xxxx Rxxxxx X’Xxxx Title: President and Chief Executive Financial Officer RINZI AIRZOOSK, L.L.C.INC., a Florida Delaware corporation By: /s/ Rxxxxx X’Xxxx Name: Rxxxxx X’Xxxx Title: Chief Financial Officer GUARANTORS: LOV USA, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxx Rxxxxx X’Xxxx Name: Xxxxxx X. Xxxx Rxxxxx X’Xxxx Title: President and Chief Executive Financial Officer ADMINISTRATIVE AGENTMINGLEMATCH, INC., a Utah corporation By: DYMAS FUNDING COMPANY/s/ Rxxxxx X’Xxxx Name: Rxxxxx X’Xxxx Title: Chief Financial Officer SMOOCH LABS INC., a Delaware corporation By: /s/ Rxxxxx X’Xxxx Name: Rxxxxx X’Xxxx Title: Chief Financial Officer SPARK NETWORKS USA, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx Rxxxxx X’Xxxx Name: Xxxxxx X. Xxxxxxx Rxxxxx X’Xxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.Chief Financial Officer SPARK NETWORKS SERVICES GMBH, as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager Gesellschaft mit beschrankter Haftung By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Gxxxx Xxxxxxxxx Name: NewStar Financial Gxxxx Xxxxxxxxx Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Counsel

BORROWERS. BODY SHOP OF AMERICA, CHEROKEE INC., a Florida corporation as U.S. Borrower By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer XXXXX ACQUISITION COMPANY B.V., as Dutch Borrower By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director A By: /s/ Xxxxxx X. xxx Xxxxx Name: Xxxxxx xxx Xxxxx Title: Director B /s/ Xxxxx Xxxxx /s/ Xxxxx Xxxxx GUARANTORS: SPELL C. LLC By: Cherokee Inc., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer CHEROKEE BRANDS LLC: By: Cherokee Inc., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer THREE-SIXTY VISION LLC By: Cherokee Inc., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer HAWK 900 BRANDS LLC By: Cherokee Inc., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer /s/ Xxxxx Xxxxx EDCA LLC By: Cherokee Inc., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer FFS HOLDINGS, LLC By: Cherokee Inc., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer FLIP FLOP SHOPS FRANCHISE COMPANY, LLC By: FFS Holdings, LLC, its sole member By: Cherokee Inc., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer HI-TEC SPORTS INTERNATIONAL HOLDINGS B.V. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director HI-TEC SPORTS PUBLIC LIMITED COMPANY By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director HI-TEC INTERNATIONAL HOLDINGS B.V. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director HI-TEC SPORTS UK LIMITED By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director HI-TEC SPORTS (CANADA) LTD. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President HI-TEC NEDERLAND B.V. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director ADMINISTRATIVE AGENT AND COLLATERAL AGENT: CERBERUS BUSINESS FINANCE, LLC By: /s/ Xxxxxx Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORSLENDERS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation CERBERUS ASRS FUNDING LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company CERBERUS FSBA HOLDINGS LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager CERBERUS KRS LEVERED LLC By: /s/ Xxxxxx X. Xxxxxxx Xxxx Name: Xxxxxx X. Xxxxxxx Xxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.Vice President CERBERUS LEVERED LOAN OPPORTUNITIES FUND III, as a Lender L.P. By: Xxxxxxxxx Financial LLCCerberus Levered Opportunities III GP, as Collateral Manager ByLLC Its: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Xxxxxx Xxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxx Xxxx Title: Vice President A4 Senior Managing Director CERBERUS LOAN FUNDING LP, as a Lender XVI LP By: A4 Fund ManagementCerberus PSERS GP, Inc., its LLC Its: General Partner By: /s/ Alexander J, Xxxxxxxx Xxxxxx Xxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxx Xxxx Title: Senior Managing Director CERBERUS LOAN FUNDING XVIII L.P. By: Cerberus LFGP XVIII, LLC Its: General Partner By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Senior Managing Director CERBERUS LOAN FUNDING XIX L.P. By: Cerberus LFGP XIX, LLC Its: General Partner By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Senior Managing Director CERBERUS N-1 FUNDING LLC By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President ABLECO FINANCE LLC, as a Lender CERBERUS ONSHORE LEVERED III LLC By: /s/ Alexander J, Xxxxxxxx Xxxxxx Xxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxx Xxxx Title: Vice President CERBERUS PNC FUNDING LLC By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President CERBERUS PSERS LEVERED LLC By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President CERBERUS PSERS LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus PSERS Levered Opportunities GP, LLC Its: General Partner By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Managing Director

BORROWERS. BODY SHOP OF AMERICALA-Z-BOY INCORPORATED, a Michigan corporation By: Name: Xxxx X. Xxxxxx Title: Vice President and Treasurer ENGLAND, INC., a Florida Michigan corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxx X. Xxxxxx X. Xxxx Title: Vice President and Chief Executive Officer CATALOGUE VENTURESTreasurer LA-Z-BOY CANADA LIMITED, an Ontario corporation By: Name: Xxxx X. Xxxxxx Title: Vice President and Treasurer LA-Z-BOY CASEGOODS, INC., a Florida North Carolina corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxx X. Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORPVice President and Treasurer LZB MANUFACTURING, INC., a Delaware Michigan corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxx X. Xxxxxx X. Xxxx Title: Vice President and Chief Executive Officer RINZI AIRTreasurer SUBSIDIARY GUARANTORS: LA-Z-BOY LOGISTICS, L.L.C.INC., a Florida limited liability company Michigan corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxx X. Xxxxxx X. Xxxx Title: Vice President and Chief Executive Officer Treasurer LZB RETAIL, INC., a Michigan corporation By: Name: Xxxx X. Xxxxxx Title: Vice President and Treasurer LZB FINANCE, INC., a Michigan corporation By: Name: Xxxx X. Xxxxxx Title: Vice President and Treasurer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYAGENT XXXXX FARGO CAPITAL FINANCE, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director AND THE LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.Administrative Agent, as a Lender By: Xxxxxxxxx Financial LLCJoint Lead Arranger, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLCJoint Bookrunner, as a Lender By: NewStar FinancialSwingline Lender, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as and a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated XXXXX FARGO BANK, N.A., as of January 25Issuing Lender and a Lender By: ____________________________ Name: ____________________________ Title: ____________________________ BANK OF AMERICA, 2008 DESIGNATED DEFAULTS NoneN.A., except:as Documentation Agent, Joint Lead Arranger, Joint Bookrunner, and a Lender By: ____________________________ Name: ____________________________ Title: ____________________________ JPMORGAN CHASE BANK, N.A., as Syndication Agent, Joint Lead Arranger, Joint Bookrunner, and a Lender By: ____________________________ Name: ____________________________ Title: ____________________________ COMERICA BANK, as a Lender By: ____________________________ Name: ____________________________ Title: ____________________________

BORROWERS. BODY SHOP OF AMERICADREAMS, INC., a Florida corporation . By: /s/ Xxxxxx X. Xxxx NameBy: Xxxxxx X. Xxxx TitleXxxxx Xxxxxx, Secretary Xxxxxxx Xxxxxxx, Chief Financial Officer [CORPORATE SEAL] DREAMS FRANCHISE CORPORATION By: By: Xxxxx Xxxxxx, Secretary Xxxxxxx Xxxxxxx, Vice President and Chief Executive Officer CATALOGUE VENTURES[CORPORATE SEAL] DREAMS PRODUCTS, INC., a Florida corporation . By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Xxxxx Xxxxxx, Secretary Xxxxxxx Xxxxxxx, Vice President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company [CORPORATE SEAL] DREAMS RETAIL CORPORATION By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management CompanyXxxxx Xxxxxx, LLCSecretary Xxxxxxx Xxxxxxx, Vice President [CORPORATE SEAL] DREAMS PARAMUS, LLC By: Dreams Retail Corporation, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLCXxxxx Xxxxxx, its General Partner Secretary Xxxxxxx Xxxxxxx, Vice President [SEAL] DREAMS / PRO SPORTS, INC. By: /s/ Alexander JBy: Xxxxx Xxxxxx, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Secretary Xxxxxxx Xxxxxxx, Vice President A4 FUNDING LP, as a Lender [CORPORATE SEAL] FANSEDGE INCORPORATED By: A4 Fund ManagementBy: Xxxxx Xxxxxx, Secretary Xxxxxxx Xxxxxxx, Vice President [CORPORATE SEAL] RIOFOD, L.P. By: Dreams, Inc., its General Partner By: /s/ Alexander JBy: Xxxxx Xxxxxx, Xxxxxxxx NameSecretary Xxxxxxx Xxxxxxx, Chief Financial Officer [SEAL] [Signatures continue on following page.] Revolver Note CAEFOD, L.P. By: Xxxxxxxxx X. Xxxxxxxx TitleDreams, Inc., its General Partner By: By: Xxxxx Xxxxxx, Secretary Xxxxxxx Xxxxxxx, Chief Financial Officer [SEAL] SWFOD, L.P. By: Dreams, Inc., its General Partner By: By: Xxxxx Xxxxxx, Secretary Xxxxxxx Xxxxxxx, Chief Financial Officer [SEAL] STARSLIVE365, LLC By: Dreams, Inc., its Manager By: By: Xxxxx Xxxxxx, Secretary Xxxxxxx Xxxxxxx, Chief Financial Officer [SEAL] 365 LAS VEGAS, L.P. By: Dreams, Inc., its General Partner By: By: Xxxxx Xxxxxx, Secretary Xxxxxxx Xxxxxxx, Chief Financial Officer [SEAL] THE XXXXXX ORGANIZATION, INC. By: By: Xxxxx Xxxxxx, Secretary Xxxxxxx Xxxxxxx, Vice President ABLECO FINANCE [CORPORATE SEAL] Revolver Note EXHIBIT B FORM OF NOTICE OF BORROWING [ ], [20__] REGIONS BANK Regions Bank 000 Xxxxxxxxx Xx. XX Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000 Attn: Dreams Loan Administration Ladies and Gentlemen: This Notice of Borrowing is delivered pursuant to Section 2.5 of that certain Loan and Security Agreement dated July ____, 2010 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”), by and among Dreams, Inc., a Utah corporation (“Parent”), Dreams Franchise Corporation, a California corporation (“Dreams Franchise”), Dreams Products, Inc., a Utah corporation (“Dreams Products”), Dreams Retail Corporation, a Florida corporation (“Dreams Retail”), Dreams Paramus, LLC, a Florida limited liability company (“Dreams Paramus”), Dreams / Pro Sports, Inc., a Florida corporation (“Pro Sports”), Fansedge Incorporated, a Delaware corporation (“Fansedge”), RIOFOD, L.P., a Nevada limited partnership (“RIOFOD”), CAEFOD, L.P., a Nevada limited partnership (“CAEFOD”), SWFOD, L.P., a Nevada limited partnership (“SWFOD”), StarsLive365, LLC, a Nevada limited liability company (“StarsLive”), 365 Las Vegas, L.P., a Nevada limited partnership (“365 Las Vegas”), and The Xxxxxx Organization, Inc., a Florida corporation (“Xxxxxx Organization”; Parent, Dreams Franchise, Dreams Products, Dreams Retail, Dreams Paramus, Pro Sports, Fansedge, RIOFOD, CAEFOD, SWFOD, StarsLive, 365 Las Vegas, and Xxxxxx Organization are collectively referred to herein as a Lender By: /s/ Alexander J“Borrowers” and individually as “Borrower”), Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANKand Regions Bank (“Lender”). Capitalized terms used herein shall have the meanings given such terms in the Loan Agreement. Borrower Agent hereby gives you notice, irrevocably, pursuant to Section 2.5 of the Loan Agreement, that Borrowers hereby request the following Loan(s) be made under the Loan Agreement and, in that regard, sets forth below the information relating to such Loan (the “Proposed Borrowing”), as required by Section 2.5 of the Loan Agreement: FOR A REVOLVING LOAN: Type of Loan Principal Amount Date Loan to Be Made [Interest Period (if LIBOR)] LIR Loan Apply the proceeds of this Loan as follows: Name of Bank: [ ] Account Name:[ ] Account Number: [ ] ABA Routing Number: [ ] Reference: [ ] Borrower Agent requests that the proceeds of the Proposed Borrowing be applied in the manner set forth on Exhibit A, attached hereto and made a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCpart hereof. Borrower Agent hereby certifies that the following statements are true on the date hereof, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as and will be true on the date of January 25, 2008 DESIGNATED DEFAULTS None, exceptthe Proposed Borrowing:

BORROWERS. BODY SHOP OF AMERICAU.S. AUTO PARTS NETWORK, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ /s/Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: General Counsel and Corporate Secretary PARTSBIN, INC., a Delaware corporation By: /s/Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: General Counsel and Corporate Secretary LOCAL BODY SHOPS, INC., a Delaware corporation By: /s/Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: General Counsel and Corporate Secretary PRIVATE LABEL PARTS, INC., a Delaware corporation By: /s/Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: General Counsel and Corporate Secretary WHITNEY AUTOMOTIVE GROUP, INC., a Delaware corporation By: /s/Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: General Counsel and Corporate Secretary OTHER LOAN PARTIES: LOBO MARKETING, INC., a Texas corporation By: /s/Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: General Counsel and Corporate Secretary PACIFIC 3PL, INC., a Delaware corporation By: /s/Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: General Counsel and Corporate Secretary GO FIDO, INC., a Delaware corporation By: /s/Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: General Counsel and Corporate Secretary AUTOMOTIVE SPECIALTY ACCESSORIES AND PARTS, INC., a Delaware corporation By: /s/Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: General Counsel and Corporate Secretary ADMINISTRATIVE AGENT AND LENDER JPMORGAN CHASE BANK, N.A., individually as a Lender and as Administrative Agent By /s/Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President Authorized Officer Exhibit A Credit Agreement (See attached) Conformed Through Tenth the Eleventh Amendment CREDIT AGREEMENT dated as of April 26, 2012 among U.S. AUTO PARTS NETWORK, INC. and Chief Executive Officer RINZI AIRThe Loan Parties Party Hereto and The Lenders Party Hereto and JPMORGAN CHASE BANK, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLCN.A., as Administrative Agent By: Dymas Capital Management Company, X.X. XXXXXX SECURITIES LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.JPMORGAN CHASE BANK, N.A., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORTSole Bookrunner and Sole Lead Arranger CHASE BUSINESS CREDITASSET BASED LENDING TABLE OF CONTENTS Page Article I Definitions 1 Section 1.01. Defined Terms 1 Section 1.02. Classification of Loans and Borrowings 30 35 Section 1.03. Terms Generally 31 36 Section 1.04. Accounting Terms; GAAP 31 36 Section 1.05. Interest Rates; LIBOR Notifications 36 Article II The Credits 31 37 Section 2.01. Commitments 31 37 Section 2.02. Loans and Borrowings. 32 37 Section 2.03. Requests for Revolving Borrowings 32 38 Section 2.04. Protective Advances. 33 38 Section 2.05. Swingline Loans and Overadvances. 33 39 Section 2.06. Letters of Credit. 35 41 Section 2.07. Funding of Borrowings. 38 44 Section 2.08. Interest Elections. 39 45 Section 2.09. Termination of Commitments; Increase in Revolving Commitments. 40 46 Section 2.10. Repayment and Amortization of Loans; Evidence of Debt. 41 47 Section 2.11. Prepayment of Loans. 42 48 Section 2.12. Fees. 43 50 Section 2.13. Interest. 44 50 Section 2.14. Alternate Rate of Interest; Illegality 45 51 Section 2.15. Increased Costs. 45 53 Section 2.16. Break Funding Payments 46 54 Section 2.17. Taxes. 47 54 Section 2.18. Payments Generally; Allocation of Proceeds; Sharing of Set-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as offs. 50 57 Section 2.19. Mitigation Obligations; Replacement of January 25, 2008 DESIGNATED DEFAULTS None, except:Lenders. 52 60 Section 2.20. Defaulting Lenders 52 60 Section 2.21. Returned Payments 54 61 Section 2.22. Banking Services and Swap Agreements 54 62 Article III Representations and Warranties. 54 62 Section 3.01. Organization; Powers 54 62 Section 3.02. Authorization; Enforceability 54 62

BORROWERS. BODY SHOP OF AMERICAVALUE CITY DEPARTMENT STORES, INC., an Ohio corporation By: /s/ Xxxxx X. XxXxxxx --------------------------------- Name: Xxxxx X. XxXxxxx Title: Chief Financial Officer SHONAC CORPORATION, an Ohio corporation By: /s/ Xxxxx X. XxXxxxx --------------------------------- Name: Xxxxx X. XxXxxxx Title: Chief Financial Officer DSW SHOE WAREHOUSE, INC., a Florida Missouri corporation By: /s/ Xxxxxx Xxxxx X. Xxxx XxXxxxx --------------------------------- Name: Xxxxxx Xxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx XxXxxxx Title: Chief Executive Financial Officer GUARANTORS: BODY CENTRAL ACQUISITION CORPGRAMEX RETAIL STORES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxx X. Xxxx XxXxxxx --------------------------------- Name: Xxxxxx Xxxxx X. Xxxx XxXxxxx Title: President and Chief Executive Financial Officer RINZI AIRFILENE'S BASEMENT, L.L.C.INC., a Florida limited liability company Delaware corporation By: /s/ Xxxxxx Xxxxx X. Xxxx XxXxxxx --------------------------------- Name: Xxxxxx Xxxxx X. Xxxx XxXxxxx Title: President and Chief Executive Financial Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYVALUE CITY LIMITED PARTNERSHIP, LLC, as Administrative Agent an Ohio limited partnership By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar FinancialWesterville Road GP, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its ,its General Partner By: /s/ Alexander J, Xxxxxxxx Xxxxx X. XxXxxxx --------------------------------- Name: Xxxxxxxxx Xxxxx X. Xxxxxxxx XxXxxxx Title: Vice President A4 FUNDING LPChief Financial Officer VALUE CITY OF MICHIGAN, as INC., a Lender By: A4 Fund Management, Inc., its General Partner Michigan corporation By: /s/ Alexander J, Xxxxxxxx Xxxxx X. XxXxxxx --------------------------------- Name: Xxxxxxxxx Xxxxx X. Xxxxxxxx XxXxxxx Title: Vice President ABLECO FINANCE LLCChief Financial Officer GB RETAILERS, as INC., a Lender Delaware corporation By: /s/ Alexander J, Xxxxxxxx Xxxxx X. XxXxxxx --------------------------------- Name: Xxxxxxxxx Xxxxx X. Xxxxxxxx XxXxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, exceptChief Financial Officer GUARANTORS:

BORROWERS. BODY SHOP OF AMERICA, INC., a Florida corporation PRODUCTS LICENSING LLC By: /s/ Dxxxx Xxxxxx X. Xxxx Name: Dxxxx Xxxxxx X. Xxxx Title: Chief Financial Officer PLAYBOY ENTERPRISES INTERNATIONAL, INC. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Treasurer PLAYBOY ENTERPRISES, INC. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Treasurer YANDY ENTERPRISES LLC By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Manager Administrative Agent: DBD CREDIT FUNDING LLC By: /s/ Cxxxxxxxxxx Xxxxxxxx Name: Cxxxxxxxxxx Xxxxxxxx Title: President and Chief Executive Officer CATALOGUE VENTURESLenders: FLF I AB HOLDINGS FINANCE L.P. By: FLF I AB Holdings Finance CM LLC, INC.as Servicer By: Fortress Lending I Holdings L.P., a Florida corporation its sole member By: Fortress Lending Advisors LLC, its investment By: /s/ Xxxxxx X. Xxxx Cxxxxxxxxxx Xxxxxxxx Name: Xxxxxx X. Xxxx Cxxxxxxxxxx Xxxxxxxx Title: President FLF I HOLDINGS FINANCE L.P. By: FLF I Holdings Finance CM LLC, as Servicer By: Fortress Lending I Holdings L.P., its member By: Fortress Lending Advisors LLC, its investment manager By: /s/ Cxxxxxxxxxx Xxxxxxxx Name: Cxxxxxxxxxx Xxxxxxxx Title: President FORTRESS CREDIT OPPORTUNITIES VI CLO LIMITED By: FCOO CLO Management LLC, its collateral manager By: /s/ Cxxxxxxxxxx Xxxxxxxx Name: Cxxxxxxxxxx Xxxxxxxx Title: President FORTRESS CREDIT OPPORTUNITIES VII CLO LIMITED By: FCO VII CLO CM LLC, its collateral manager By: /s/ Cxxxxxxxxxx Xxxxxxxx Name: Cxxxxxxxxxx Xxxxxxxx Title: President FORTRESS CREDIT OPPORTUNITIES IX CLO LIMITED By: FCOD CLO Management LLC, its collateral manager By: /s/ Cxxxxxxxxxx Xxxxxxxx Name: Cxxxxxxxxxx Xxxxxxxx Title: President FORTRESS CREDIT OPPORTUNITIES XI CLO LIMITED By: FCOD CLO Management LLC, its collateral manager By: /s/ Cxxxxxxxxxx Xxxxxxxx Name: Cxxxxxxxxxx Xxxxxxxx Title: President MGG SPECIALTY FINANCE FUND II LP MGG SF EVERGREEN FUND LP MGG CANADA FUND LP MGG (BVI) LIMITED MGG SF EVERGREEN UNLEVERED FUND LP MGG SF DRAWDOWN UNLEVERED FUND II LP MGG SF DRAWDOWN UNLEVERED FUND II (LUXEMBOURG) SCSp MGG OFFSHORE FUNDING I, LLC MGG SF DRAWDOWN UNLEVERED MASTER FUND II (CAYMAN) LP MGG SF EVERGREEN UNLEVERED MASTER FUND II (CAYMAN) LP MGG INSURANCE FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P. By: MGG Investment Group LP, on behalf of each of the above, as Authorized Signatory By: /s/ Kxxxx Xxxxxxx Name: Kxxxx Xxxxxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Officer

BORROWERS. BODY SHOP OF AMERICALUMBER LIQUIDATORS, INC., as Lead Borrower and as a Florida corporation Borrower By: /s/ Xxxxxx X. Xxxx Xxxxxxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxxxx X. Xxxxxxx Title: President and Chief Executive Officer CATALOGUE VENTURESSecretary LUMBER LIQUIDATORS SERVICES, LLC, as a Borrower By: LUMBER LIQUIDATORS, INC., a Florida corporation its Manager By: /s/ Xxxxxx X. Xxxx Xxxxxxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxxxx X. Xxxxxxx Title: Chief Executive Officer Secretary GUARANTORS: BODY CENTRAL ACQUISITION CORPLUMBER LIQUIDATORS HOLDINGS, INC., as Parent and as a Delaware corporation Guarantor By: /s/ Xxxxxx X. Xxxx Xxxxxxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxxxx X. Xxxxxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYSecretary LUMBER LIQUIDATORS LEASING, LLC, as Administrative Agent a Guarantor By: Dymas Capital Management CompanyLUMBER LIQUIDATORS, INC., its Manager By: /s/ X. Xxxxxxxxxx X. Xxxxxxx Name: X. Xxxxxxxxxx X. Xxxxxxx Title: Secretary LUMBER LIQUIDATORS PRODUCTION, LLC, as a Guarantor By: LUMBER LIQUIDATORS SERVICES, LLC, its Manager By: LUMBER LIQUIDATORS, INC., its Manager By: /s/ Xxxxxx X. Xxxxxxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxxxxx X. Xxxxxxx Title: Secretary LUMBER LIQUIDATORS FOREIGN HOLDINGS, LLC, as a Guarantor By: LUMBER LIQUIDATORS HOLDINGS, INC., its Manager By: /s/ X. Xxxxxxxxxx X. Xxxxxxx Name: X. Xxxxxxxxxx X. Xxxxxxx Title: Secretary LUMBER LIQUIDATORS FOREIGN OPERATIONS LLC, as a Guarantor By: LUMBER LIQUIDATORS FOREIGN HOLDINGS, LLC, its Manager By: LUMBER LIQUIDATORS HOLDINGS, INC., its Manager By: /s/ X. Xxxxxxxxxx X. Xxxxxxx Name: X. Xxxxxxxxxx X. Xxxxxxx Title: Secretary BANK OF AMERICA, N.A., as Agent By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.BANK OF AMERICA, N.A., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager and L/C Issuer By: /s/ Xxxxxxxxxxx Xxx Xxxxx Xxxx Name: Xxxxxxxxxxx Xxx Xxxxx Xxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Director

BORROWERS. BODY SHOP OF AMERICACSI COMPRESSCO LP, as a Borrower and Parent Borrower By: CSI COMPRESSCO GP INC., a Florida corporation its general partner By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, Treasurer CSI COMPRESSCO SUB INC., as a Florida corporation Borrower By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORPTreasurer GUARANTORS CSI COMPRESSCO FINANCE INC. (F/K/A COMPRESSCO FINANCE INC., a Delaware corporation ) By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Title: President and Chief Executive Officer RINZI AIRTreasurer CSI COMPRESSCO OPERATING LLC (F/K/A COMPRESSCO PARTNERS OPERATING, L.L.C., a Florida limited liability company LLC) By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYTreasurer COMPRESSOR SYSTEMS, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager INC. By: /s/ Xxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx Xxxxx Title: Managing Director LENDERSTreasurer CSI COMPRESSCO FIELD SERVICES INTERNATIONAL LLC (F/K/A COMPRESSCO FIELD SERVICES INTERNATIONAL, LLC), CSI COMPRESSCO INTERNATIONAL LLC (F/K/A COMPRESSCO INTERNATIONAL, LLC), CSI COMPRESSCO LEASING LLC (F/K/A COMPRESSCO LEASING, LLC), CSI COMPRESSCO HOLDINGS LLC (F/K/A COMPRESSCO HOLDINGS, LLC) By: XXXXXXXXX FINANCIAL CAYMAN LTDCSI COMPRESSCO OPERATING LLC (F/K/A COMPRESSCO PARTNERS OPERATING, LLC), its sole member By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer ROTARY COMPRESSOR SYSTEMS, INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer CSI COMPRESSION HOLDINGS, LLC By: COMPRESSOR SYSTEMS, INC., its sole manager By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent By: /s/ Xxxxx Lov Name: Xxxxx Lov Title: Assistant Vice President BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Xxxxx Xxxxx Name: Xxxxxxxxxxx Xxx Xxxxx Xxxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLCJPMorgan Chase Bank, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLCN.A., as a Lender By: /s/ Alexander J, Xxxxxxxx J. Xxxxx Xxxx Name: Xxxxxxxxx X. Xxxxxxxx J. Xxxxx Xxxx Title: Senior Vice President NATIONAL CITY BANKAuthorized Officer Banc of America Credit Products, Inc., as a Lender By: /s/ Xxxxxxxx Xxxxx Xxxx Name: Xxxxxxxx Xxxxx Xxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCAuthorized Signatory Capital One, National Association, as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated Vice President Barclays Bank PLC, as a Lender By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Assistant Vice President BOKF, NA dba Bank of January 25Oklahoma, 2008 DESIGNATED DEFAULTS Noneas a Lender By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President CIT Bank, except:N.A., as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President Texas Capital Bank, N.A., as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President Annex A

BORROWERS. BODY SHOP OF AMERICASPARTAN MOTORS, INC., a Florida corporation . By: /s/ Xxxxxx Xxxxxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx Xxxxxxxxx X. Xxxx Title: Chief Executive Financial Officer GUARANTORSSPARTAN MOTORS USA, INC. By: BODY CENTRAL ACQUISITION CORP./s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Treasurer SPARTAN MOTORS GLOBAL, INC. By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Treasurer UTILIMASTER SERVICES, LLC By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Treasurer XXXXX SFA, LLC By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Treasurer XXXXX LTC, LLC By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Treasurer Spartan Motors, Inc. First Amendment to Credit Agreement XXXXX HOLDING, LLC By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Treasurer XXXXX UST, LLC By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Treasurer Spartan Motors, Inc. First Amendment to Credit Agreement ADMINISTRATIVE AGENT AND LENDERS: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, a Delaware corporation Swingline Lender, an Issuing Bank and Lender By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LPSpartan Motors, Inc. First Amendment to Credit Agreement JPMORGAN CHASE BANK, N.A., as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated Spartan Motors, Inc. First Amendment to Credit Agreement PNC BANK, National Association, as of January 25Lender By: Name: Title: Spartan Motors, 2008 DESIGNATED DEFAULTS None, except:Inc. First Amendment to Credit Agreement

BORROWERS. BODY SHOP OF AMERICAXXXXXXX OIL BUYERS, INC.. ANTICLINE DISPOSAL, a Florida corporation LLC BLACK HAWK GATHERING, L.L.C. CC MARINE, LLC, CENTENNIAL ENERGY, LLC CENTENNIAL GAS LIQUIDS ULC CIERRA MARINE GP, LLC, CIERRA MARINE, LP, (by Cierra Marine GP, LLC), COASTAL PLAINS DISPOSAL #1, L.L.C. GREENSBURG OILFIELD, LLC HIGH SIERRA CANADA HOLDINGS, LLC, HIGH SIERRA COMPRESSION, LLC HIGH SIERRA COTULLA SWD, LLC HIGH SIERRA CRUDE OIL & MARKETING, LLC HIGH SIERRA ENERGY, LP HIGH SIERRA ENERGY MARKETING, LLC HIGH SIERRA ENERGY OPERATING, LLC HIGH SIERRA XXXXXX SWD, LLC HIGH SIERRA XXXXX SWD, LLC, HIGH SIERRA XXXXXXXX SWD, LLC, HIGH SIERRA SERTCO, LLC HIGH SIERRA SWD OPERATOR, LLC, HIGH SIERRA SWD SHARED SERVICES, LLC HIGH SIERRA TRANSPORTATION, LLC HIGH SIERRA WATER-EAGLE FORD, LLC HIGH SIERRA WATER HOLDINGS, LLC HIGH SIERRA WATER PERMIAN, LLC, HIGH SIERRA WATER SERVICES, LLC LOTUS OILFIELD SERVICES, L.L.C. MIDSTREAM OPERATIONS L.L.C. PETRO SOURCE TERMINALS, LLC, PECOS GATHERING & MARKETING, L.L.C. THIRD COAST TOWING, LLC By: /s/ /s/Xxxxxx X. Xxxx Xxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Title: President Chief Financial Officer and Chief Executive Officer CATALOGUE VENTURESTreasurer SECURED PARTIES: DEUTSCHE BANK TRUST COMPANY AMERICAS, INC., a Florida corporation as Administrative Agent and as Collateral Agent By: /s/ /s/Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President By: /s/Xxxxxx X. Xxxx Xxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.Vice President DEUTSCHE BANK AG, NEW YORK BRANCH, as a Delaware corporation Lender, as Swingline Lender, as an Issuing Bank and as Technical Agent By: /s/ /s/Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director By: /s/Xxxxxx X. Xxxx Xxxxxxx-Xxxxx Name: Xxxxxx X. Xxxx Xxxxxxx-Xxxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.Associate ROYAL BANK OF CANADA, as a Lender By: Xxxxxxxxx Financial LLC/s/Xxxxx X. York Name: Xxxxx X. York Title: Authorized Signatory BNP PARIBAS, as Collateral Manager a Lender and Issuing Bank By: /s/ Xxxxxxxxxxx /s/Xxxxx Xxx Name: Xxxxxxxxxxx Xxxxx Xxx Title: Managing Director NEWSTAR SHORTBy: /s/Xxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxx Title: Managing Director THE BANK OF TOKYO-TERM FUNDING MITSUBISHI UFJ, LTD., as Lender By: /s/Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director PNC BANK, NATIONAL ASSOCIATION, as a Lender and Issuing Bank By: /s/Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President THE ROYAL BANK OF SCOTLAND PLC, as a Lender By: /s/Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorised Signatory BMO XXXXXX BANK, N.A, as a Lender By: /s/Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director XXXXXXX XXXXX BANK, N.A., as a Lender By: /s/Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President ABN AMRO CAPITAL USA LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx /s/Xxxxxxx Xxxxxx Name: NewStar Financial Xxxxxxx Xxxxxx Title: Managing Director NEWSTAR LLC 2005-1By: /s/Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director BANK OF AMERICA, N.A., as a Lender and as an Issuing Bank By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx /s/Xxxxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxx Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY SUNTRUST BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx /s/Xxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxx Xxxxxx Xxxxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCDirector UBS AG, STAMFORD BRANCH, as a Lender By: /s/Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated Associate Director By: /s/Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director AMEGY BANK NATIONAL ASSOCIATION, as of January 25a Lender By: /s/Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senor Vice President COMMERCE BANK, 2008 DESIGNATED DEFAULTS NoneN.A., except:as a Lender By: /s/C. T. Young Name: C. T. Young Title: Senor Vice President XXXXXXX XXXXX BANK USA, as a Lender By: /s/Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory MACQUARIE BANK LIMITED, as a Lender By: /s/Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Executive Director By: /s/Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Associate Director HSBC BANK USA, NA, as a Lender By: /s/Xxx X. Xxxxx Name: Xxx X. Xxxxx Title: Senior Vice President KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Director

BORROWERS. BODY SHOP OF AMERICAODYSSEY HEALTHCARE OPERATING A, INC., a Florida corporation LP By: /s/ Xxxxxx X. Xxxx NameOdyssey HealthCare GP, LLC Its: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx :___________________________________ Name: Xxxxxxxxx Xxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxx Title: Senior Vice President NATIONAL CITY BANKand Chief Financial Officer ODYSSEY HEALTHCARE OPERATING B, LP By: Odyssey HealthCare GP, LLC Its: General Partner By:___________________________________ Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer HOSPICE OF THE PALM COAST, INC. By:___________________________________ Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer AGENT AND LENDERS: GENERAL ELECTRIC CAPITAL CORPORATION, as a Agent and Lender By:______________________________________ Duly Authorized Signatory Odyssey Credit Agreement - Borrower and Agent Signature Page The following Persons are signatories to this Agreement in their capacity as Credit Parties and not as Borrowers. ODYSSEY HEALTHCARE, INC. By_________________________________________ Its: /s/ Xxxxxxxx Xxxxx NameSenior Vice President and Chief Financial Officer ODYSSEY HEALTHCARE HOLDING COMPANY By________________________________________ Its: Xxxxxxxx Xxxxx TitleSenior Vice President and Chief Financial Officer ODYSSEY HEALTHCARE GP, LLC By_________________________________________ Its: Portfolio Senior Vice President and Chief Financial Officer ODYSSEY HEALTHCARE LP, LLC By_________________________________________ Its: Manager CAPITALSOURCE FINANCE LLCODYSSEY HEALTHCARE MANAGEMENT, as a Lender LP By: NameOdyssey HealthCare GP, LLC Its: TitleGeneral Partner By____________________________________ Its: EXHIBIT Senior Vice President and Chief Financial Officer Odyssey Credit Agreement - Credit Party Signature Page ANNEX A (RECITALS) TO WAIVER AND THIRD AMENDMENT TO FINANCING CREDIT AGREEMENT Dated as DEFINITIONS Capitalized terms used in the Loan Documents shall have (unless otherwise provided elsewhere in the Loan Documents) the following respective meanings, and all references to Sections, Exhibits, Schedules or Annexes in the following definitions shall refer to Sections, Exhibits, Schedules or Annexes of January 25, 2008 DESIGNATED DEFAULTS None, exceptor to the Agreement:

BORROWERS. BODY SHOP AMB-SGP CALIFORNIA, LLC, a Delaware limited liability company By: AMB-SGP Operating Partnership, a Delaware limited partnership, its sole member By: AMB Property, L.P., a Delaware limited partnership, its general partner By: AMB Property Corporation, a Maryland corporation, its general partner By: /s/ Gxxxx X. Xxxxx Name: Gxxxx X. Xxxxx Title: Senior Vice President AMB-SGP CIF-CALIFORNIA, LLC, a Delaware limited liability company By: AMB-SGP Operating Partnership, a Delaware limited partnership, its sole member By: AMB Property, L.P., a Delaware limited partnership, its general partner By: AMB Property Corporation, a Maryland corporation, its general partner By: /s/ Gxxxx X. Xxxxx Name: Gxxxx X. Xxxxx Title: Senior Vice President AMB-SGP CIF-I, LLC, a Delaware limited liability company By: AMB-SGP Operating Partnership, a Delaware limited partnership, its sole member By: AMB Property, L.P., a Delaware limited partnership, its general partner By: AMB Property Corporation, a Maryland corporation, its general partner By: /s/ Gxxxx X. Xxxxx Name: Gxxxx X. Xxxxx Title: Senior Vice President AMB-SGP DOCKS, LLC, a Delaware limited liability company By: AMB-SGP Operating Partnership, a Delaware limited partnership, its sole member By: AMB Property, L.P., a Delaware limited partnership, its general partner By: AMB Property Corporation, a Maryland corporation, its general partner By: /s/ Gxxxx X. Xxxxx Name: Gxxxx X. Xxxxx Title: Senior Vice President AMB-SGP GEORGIA, LLC, a Delaware limited liability company By: AMB-SGP Operating Partnership, a Delaware limited partnership, its sole member By: AMB Property, L.P., a Delaware limited partnership, its general partner By: AMB Property Corporation, a Maryland corporation, its general partner By: /s/ Gxxxx X. Xxxxx Name: Gxxxx X. Xxxxx Title: Senior Vice President AMB-SGP CIF-ILLINOIS, L.P., a Delaware limited partnership By: AMB SGP CIF-Illinois GP LLC, a Delaware limited liability company, its general partner By: AMB Property II, L.P., a Delaware limited partnership, its sole member By: Texas AMB I, LLC, a Delaware limited liability company, its general partner By: AMB Property Holding Corporation, a Maryland corporation, its sole member By: /s/ Gxxxx X. Xxxxx Name: Gxxxx X. Xxxxx Title: Senior Vice President AMB-SGP TX/IL SUB, LLC a Delaware limited liability company By: AMB SGP TX/IL, L.P., a Delaware limited partnership, its sole member By: AMB Property II, L.P., a Delaware limited partnership, its general partner By: Texas AMB I, LLC, a Delaware limited liability company, its general partner By: AMB Property Holding Corporation, a Maryland corporation, its sole member By: /s/ Gxxxx X. Xxxxx Name: Gxxxx X. Xxxxx Title: Senior Vice President LENDER: THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, INC., a Florida New Jersey corporation By: /s/ Xxxxxx X. Xxxx Fxxxxxxxx Xxx Xxxxxxxx Name: Xxxxxx X. Xxxx Fxxxxxxxx Xxx Xxxxxxxx Title: Vice President and Chief Executive Officer CATALOGUE VENTURESPRUDENTIAL MORTGAGE CAPITAL COMPANY, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.LLC, a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Rxxxxxx Xxxxxxx Name: Xxxxxx X. Rxxxxxx Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as Allocable Loan Amounts Allocable Prop. Building % Loan Fixed A-1 Floating A-2 Fixed B-1 Floating B-2 # Address City State Type NRA Office Submarket Amount Loan Loan Loan Loan 1 Docks 200 Xxxxx Xxxxxx Xxxx Xxxxx Xxxxxxxxx XX Bulk Warehouse 1,205,623 3 % South Brunswick $ 47,047,000 $ 24,680,000 $ 6,170,000 $ 12,958,000 $ 3,239,000 2 JFK Airgate 100-00 000xx Xx Xxxxxxx XX Warehouse 65,363 24 % JFK Airgate $ 5,879,000 $ 3,084,000 $ 771,000 $ 1,619,000 $ 405,000 100-00 000xx Xxx Xxxxxxx XX Warehouse 66,135 42 % JFK Airgate $ 6,489,000 $ 3,404,000 $ 851,000 $ 1,787,000 $ 447,000 100-00 Xxxxxxx Xxxxxxxxx Jamaica NY Warehouse 72,952 28 % JFK Airgate $ 7,124,000 $ 3,737,000 $ 934,000 $ 1,962,000 $ 491,000 100-00 000xx Xxx Xxxxxxx XX Office 24,724 98 % JFK Airgate $ 4,846,000 $ 2,541,000 $ 636,000 $ 1,335,000 $ 334,000 JFK Airgate Total 229,174 38 % JFK Airgate $ 24,338,000 $ 12,766,000 $ 3,192,000 $ 6,703,000 $ 1,677,000 3 Exxxx, Southfield 235/245 & V 200 Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxx XX Warehouse 77,825 26 % Atlanta Airport $ 3,936,000 $ 2,065,000 $ 516,000 $ 1,084,000 $ 271,000 200 Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxx XX Warehouse 132,360 18 % Atlanta Airport $ 5,327,000 $ 2,794,000 $ 699,000 $ 1,467,000 $ 367,000 200 Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxx XX Bulk Warehouse 137,430 4 % Atlanta Airport $ 5,003,000 $ 2,625,000 $ 656,000 $ 1,378,000 $ 344,000 200 Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxx XX Bulk Warehouse 125,000 6 % Atlanta Airport $ 4,233,000 $ 2,221,000 $ 555,000 $ 1,166,000 $ 291,000 100 Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxx XX Light Industrial 93,440 15 % Atlanta Airport $ 4,476,000 $ 2,348,000 $ 587,000 $ 1,233,000 $ 308,000 Southfield / KRDC Industrial 200 Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxx XX Light Industrial 49,217 57 % Atlanta Airport $ 2,950,000 $ 1,548,000 $ 387,000 $ 812,000 $ 203,000 5000 Xxxxxxx Xxxx Forest Park GA Bulk Warehouse 297,000 4 % Atlanta Airport $ 8,062,000 $ 4,229,000 $ 1,058,000 $ 2,220,000 $ 555,000 5000 Xxx Xxxxx Xxxxxxx Forest Park GA Bulk Warehouse 134,500 8 % Atlanta Airport $ 4,621,000 $ 2,424,000 $ 606,000 $ 1,273,000 $ 318,000 5000 Xxxxxxxxxx Xxxxx Xxxxxx Xxxx XX Warehouse 122,400 7 % Atlanta Airport $ 5,063,000 $ 2,656,000 $ 664,000 $ 1,394,000 $ 349,000 Allocable Prop. Building % Loan Fixed A-1 Floating A-2 Fixed B-1 Floating B-2 # Address City State Type NRA Office Submarket Amount Loan Loan Loan Loan 5000 Xxx Xxxxx Xxxxxxx Forest Park GA Light Industrial 34,288 30 % Atlanta Airport $ 1,847,000 $ 969,000 $ 242,000 $ 509,000 $ 127,000 5000 Xxx Xxxxx Xxxxxxx Forest Park GA Light Industrial 34,288 17 % Atlanta Airport $ 1,574,000 $ 826,000 $ 207,000 $ 433,000 $ 108,000 100 Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxx XX Light Industrial 60,264 31 % Atlanta Airport $ 2,888,000 $ 1,515,000 $ 379,000 $ 795,000 $ 199,000 100 Xxxxxx Xxxx Xxxxxx Xxxx XX Warehouse 48,718 17 % Atlanta Airport $ 2,093,000 $ 1,096,000 $ 274,000 $ 580,000 $ 143,000 Exxxx, Southfield 235/245 & V / Southfield / KRDC Industrial Total 1,346,730 13 % Atlanta Airport $52,073,000 $27,316,000 $6,830,000 $14,344,000 $3,583,000 4 Northbrook 3000-0000 Xxxxxxxx Xx. Xxxxxxxxxx XX Warehouse 68,244 14 % Chicago North Cxxx $ 1,940,000 $ 1,018,000 $ 254,000 $ 534,000 $ 134,000 5 Xxx Xxxxx Xxxxxxx 1000 Xxxxxxxxx Xxx Elk Grove Village IL Warehouse 29,633 14 % Chicago O’Xxxx $ 808,000 $ 424,000 $ 106,000 $ 222,000 $ 56,000 1000 Xxxxxx Xxx Elk Grove Village IL Warehouse 35,908 10 % Chicago O’Xxxx $ 1,084,000 $ 569,000 $ 142,000 $ 298,000 $ 75,000 1000 Xxxxx Xxx Elk Grove Village IL Warehouse 62,500 6 % Chicago O’Xxxx $ 2,481,000 $ 1,302,000 $ 325,000 $ 683,000 $ 171,000 1000 Xxxxxxxxx Xxx Elk Grove Village IL Warehouse 35,493 10 % Chicago O’Xxxx $ 1,097,000 $ 575,000 $ 144,000 $ 302,000 $ 76,000 1000 Xxxxxxxxx Elk Grove Village IL Warehouse 50,695 9 % Chicago O’Xxxx $ 1,627,000 $ 854,000 $ 213,000 $ 448,000 $ 112,000 Elk Grove Total 214,229 9 % Chicago O’Xxxx $ 7,097,000 $ 3,724,000 $ 930,000 $ 1,953,000 $ 490,000 6 Itasca 1131-1139 Bryn Mawr Itasca IL Warehouse 125,955 5 % Chicago O’Xxxx $ 5,883,000 $ 3,086,000 $ 772,000 $ 1,620,000 $ 405,000 1000-0000 X Xxxx Xxxx Xxxxxx XX Warehouse 93,211 5 % Chicago O’Xxxx $ 3,474,000 $ 1,822,000 $ 456,000 $ 957,000 $ 239,000 1151-1159 Bryn Mawr Itasca IL Warehouse 93,640 16 % Chicago O’Xxxx $ 4,163,000 $ 2,184,000 $ 546,000 $ 1,146,000 $ 287,000 900-950 Hollywood Itasca IL Warehouse 83,520 6 % Chicago O’Xxxx $ 3,163,000 $ 1,659,000 $ 415,000 $ 871,000 $ 218,000 Itasca Total 396,326 8 % Chicago O’Xxxx $ 16,683,000 $ 8,751,000 $ 2,189,000 $ 4,594,000 $ 1,149,000 7 Xxxxxx Xxx 700 Xxxxxx Xxx Xxxxxxx XX Bulk Warehouse 96,960 15 % Chicago West Suburbs $ 4,756,000 $ 2,495,000 $ 624,000 $ 1,310,000 $ 327,000 700 Xxxxxx Xxx Addison IL Bulk Warehouse 195,131 11 % Chicago West Suburbs $ 7,838,000 $ 4,112,000 $ 1,028,000 $ 2,158,000 $ 540,000 Allocable Prop. Building % Loan Fixed A-1 Floating A-2 Fixed B-1 Floating B-2 # Address City State Type NRA Office Submarket Amount Loan Loan Loan Loan 700 Xxxxxx Xxx Xxxxxxx XX Warehouse 54,142 32 % Chicago West Suburbs $ 3,098,000 $ 1,625,000 $ 406,000 $ 854,000 $ 200,000 Xxxxxx Xxx Total 346,233 15 % Chicago West Suburbs $ 15,692,000 $ 8,232,000 $ 2,058,000 $ 4,322,000 $ 1,080,000 8 Wheeling 700 Xxxxx Xxx Wheeling IL Warehouse 82,000 15 % Chicago North Cxxx $ 2,467,000 $ 1,294,000 $ 324,000 $ 679,000 $ 170,000 9 Wood Dxxx 900-000 Xxxxxxx Xxx Xxxx Xxxx XX Light Industrial 43,958 11 % Chicago O’Xxxx $ 1,273,000 $ 668,000 $ 167,000 $ 350,000 $ 88,000 800-000 Xxxxxx Xxxx Xxxx XX Light Industrial 45,760 12 % Chicago O’Xxxx $ 1,101,000 $ 578,000 $ 144,000 $ 303,000 $ 76,000 Wood Dxxx Total 89,718 12 % Chicago O’Xxxx $ 2,374,000 $ 1,246,000 $ 311,000 $ 653,000 $ 164,000 10 Xxxxxx Xxxx 700-000 Xxxxxx Xxxx Elk Grove IL Light Industrial 54,450 9 % Chicago O’Xxxx $ 1,959,000 $ 1,028,000 $ 257,000 $ 539,000 $ 135,000 800-000 Xxxxxx Xxxx Elk Grove IL Light Industrial 65,140 9 % Chicago O’Xxxx $ 1,903,000 $ 998,000 $ 250,000 $ 524,000 $ 131,000 Bxxxxx Xxxx Total 119,590 9 % Chicago O’Xxxx $ 3,862,000 $ 2,026,000 $ 507,000 $ 1,063,000 $ 266,000 11 Richardson Tech Center 1000 X. Xxxxxxxxx Xxx. Xxxxxx XX Flex Industrial 25,600 100 % DFW Richardson $ 2,032,000 $ 1,066,000 $ 266,000 $ 560,000 $ 140,000 12 Carson 20640-20810 Fxxxxxx Ave Carson CA Bulk Warehouse 300,636 2 % LA South Bay $ 18,251,000 $ 9,574,000 $ 2,394,000 $ 5,026,000 $ 1,257,000 13 City of January 25, 2008 DESIGNATED DEFAULTS None, except:Industry 18955-18979 East Railroad Ave City of Industry CA Bulk Warehouse 89,924 5 % LA San Gxxxxxx $ 4,376,000 $ 2,296,000 $ 574,000 $ 1,205,000 $ 301,000 10000 Xxxx Xxxxxxxx Xxx Xxxx xx Xxxxxxxx XX Bulk Warehouse 100,000 4 % LA San Gxxxxxx $ 4,866,000 $ 2,553,000 $ 638,000 $ 1,340,000 $ 335,000 10000 Xxxx Xxxxxxxx Xxx Xxxx xx Xxxxxxxx XX Bulk Warehouse 75,000 9 % LA San Gxxxxxx $ 3,334,000 $ 1,749,000 $ 437,000 $ 918,000 $ 230,000 10000-00000 Xxxxxx Xxx City of Industry CA Bulk Warehouse 194,471 5 % LA San Gxxxxxx $ 9,258,000 $ 4,857,000 $ 1,214,000 $ 2,550,000 $ 637,000 Allocable Prop. Building % Loan Fixed A-1 Floating A-2 Fixed B-1 Floating B-2 # Address City State Type NRA Office Submarket Amount Loan Loan Loan Loan City of Industry Total 459,395 5 % LA San Gxxxxxx $ 21,834,000 $ 11,455,000 $ 2,863,000 $ 6,013,000 $ 1,503,000 14 Norwalk 10000 Xxxxx Xxxx Xxx Xxxxxxx XX Warehouse 60,000 10 % LA Mid Counties $ 3,023,000 $ 1,586,000 $ 396,000 $ 833,000 $ 208,000 15 Axxxxxxx Business Center 3000 Xxxxxxxx Xxxxxx San Leandro CA Warehouse 32,640 0 % San Leandro $ 3,473,000 $ 1,822,000 $ 455,000 $ 957,000 $ 239,000 3000 Xxxxxxxx Xxxxxx San Leandro CA Warehouse 109,094 8 % San Leandro $ 5,372,000 $ 2,818,000 $ 705,000 $ 1,479,000 $ 370,000 2000-0000 Xxxxxxxx Xxxxxx San Leandro CA Warehouse 200,800 19 % San Leandro $ 10,528,000 $ 5,523,000 $ 1,381,000 $ 2,901,000 $ 723,000 2000-0000 Xxxxxxxx Xxxxxx San Leandro CA Warehouse 310,432 10 % San Leandro $ 18,355,000 $ 9,629,000 $ 2,407,000 $ 5,055,000 $ 1,264,000 3000 Xxxxxxxx Xxxxxx San Leandro CA Warehouse 43,059 20 % San Leandro $ 2,622,000 $ 1,375,000 $ 344,000 $ 722,000 $ 181,000 Axxxxxxx Business Center Total 696,025 12 % San Leandro $ 40,350,000 $ 21,167,000 $ 5,292,000 $ 11,114,000 $ 2,777,000 10 Xxxxxxx Xxxxx 1000 Xxxxxxx Xx Xxx Xxxxxxx XX Bulk Warehouse 18,000 0 % San Leandro $ 2,274,000 $ 1,193,000 $ 298,000 $ 626,000 $ 157,000 1000 Xxxxxxx Xx Xxx Xxxxxxx XX Bulk Warehouse 80,080 7 % San Leandro $ 4,397,000 $ 2,307,000 $ 577,000 $ 1,211,000 $ 302,000 1000 Xxxxxxx Xx Xxx Xxxxxxx XX Bulk Warehouse 157,324 5 % San Leandro $ 7,640,000 $ 4,008,000 $ 1,002,000 $ 2,104,000 $ 526,000 1000 Xxxxxxx Xx Xxx Xxxxxxx XX Bulk Warehouse 115,660 6 % San Leandro $ 6,477,000 $ 3,398,000 $ 849,000 $ 1,784,000 $ 400,000 Xxxxxxx Xxxxx Total 371,064 6 % San Leandro $ 20,788,000 $ 10,906,000 $ 2,726,000 $ 5,725,000 $ 1,431,000 17 Los Nietos 9000-0000 Xxxxxxx Xxxx Xxxxx Xx Xxxxxxx XX Warehouse 99,501 12 % LA Mid Counties $ 4,138,000 $ 2,171,000 $ 543,000 $ 1,140,000 $ 284,000 9000-0000 Xxxxxxx Xxxx Xxxxx Xx Xxxxxxx XX Warehouse 71,156 10 % LA Mid Counties $ 4,253,000 $ 2,231,000 $ 558,000 $ 1,171,000 $ 293,000 11925-11933 Los Nietos Santa Fe Springs CA Flex Industrial 22,764 55 % LA Mid Counties $ 1,795,000 $ 942,000 $ 235,000 $ 494,000 $ 124,000 9000-0000 Xxxxxxx Xxxx Xxxxx Xx Xxxxxxx XX Flex Industrial 19,536 44 % LA Mid Counties $ 1,686,000 $ 884,000 $ 221,000 $ 464,000 $ 117,000 Los Nietos Total 212,957 19 % LA Mid Counties $ 11,872,000 $ 6,228,000 $ 1,557,000 $ 3,269,000 $ 818,000 Allocable Prop. Building % Loan Fixed A-1 Floating A-2 Fixed B-1 Floating B-2 # Address City State Type NRA Office Submarket Amount Loan Loan Loan Loan 18 Milmont Page 40000 Xxxxxxx Xxx Xxxxxxx XX Warehouse 132,652 11 % Fremont $ 6,301,000 $ 3,305,000 $ 826,000 $ 1,735,000 $ 435,000 40000 Xxxxxxx Xxx Xxxxxxx XX Light Industrial 33,600 42 % Fremont $ 1,676,000 $ 879,000 $ 220,000 $ 462,000 $ 115,000 40000 Xxxxxxx Xxx Xxxxxxx XX Light Industrial 33,610 42 % Fremont $ 1,982,000 $ 1,040,000 $ 260,000 $ 546,000 $ 136,000 Milmont Page Total 199,862 21 % Fremont $ 9,959,000 $ 5,224,000 $ 1,306,000 $ 2,743,000 $ 686,000 10 Xxxxxx Xxxxx 8000 Xxxxxx Xxxxx Oakland CA Warehouse 33,411 16 % Oakland $ 3,318,000 $ 1,741,000 $ 435,000 $ 914,000 $ 228,000 Portfolio Total 6,456,817 10 % Various $ 305,000,000 $ 160,000,000 $ 40,000,000 $ 84,000,000 $ 21,000,000 EXHIBIT B Security Pool # PROPERTY BXXXXXXX XXXXXXX XXXX XXXXX

BORROWERS. BODY SHOP OF AMERICAATTEST: SUPERIOR ESSEX COMMUNICATIONS LLC /s/ Xxxxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxxxx Secretary Title: Vice President [COMPANY SEAL] Address: 000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000 Attention: Chief Financial Officer Telecopier No.: (000) 000-0000 ATTEST: ESSEX GROUP, INC. /s/ Xxxxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxxxx Secretary Title: Vice President [COMPANY SEAL] Address: c/o Superior Essex Communications LLC 000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000 Attention: Chief Financial Officer Telecopier No.: (000) 000-0000 LENDERS: FLEET CAPITAL CORPORATION Revolver Commitment: $60,000,000 By: /s/ Xxxx Xxxx Title: Senior Vice President LIBOR Lending Office: 000 Xxxxxxxx Xxxxxxx, a Florida corporation Xxxxx 000 Xxxxxxx, Xxxxxxx 00000 Attention: Loan Administration Manager Telecopier No.: (000) 000-0000 GENERAL ELECTRIC CAPITAL CORPORATION Revolver Commitment: $60,000,000 By: /s/ Xxxxxx X. Xxxxxx Title: Duly Authorized Signatory LIBOR Lending Office: 0000 Xxxxxxxxx Xxxx, Suite 900 Atlanta, Georgia 30328 Attention: Superior Telecommunications Account Manager Telecopier No.: (000) 000-0000 ADMINISTRATIVE AGENT: FLEET CAPITAL CORPORATION as Administrative Agent By: /s/ Xxxx Name: Xxxxxx X. Xxxx Title: Senior Vice President and Chief Executive Officer CATALOGUE VENTURESAddress: 000 Xxxxxxxx Xxxxxxx, INCXxxxx 000 Xxxxxxx, Xxxxxxx 00000 Attention: Loan Administration Manager Telecopier No.: (000) 000-0000 SYNDICATION AGENT: GENERAL ELECTRIC CAPITAL CORPORATION, a Florida corporation as Syndication Agent By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORSDuly Authorized Signatory Addresses: BODY CENTRAL ACQUISITION CORP0000 Xxxxxxxxx Xxxx, Suite 900 Atlanta, Georgia 30328 Attention: Superior Telecommunications Account Manager Telecopier No.: (678) 320-8902 000 Xxxx Xxxxx Xxxx Xxxxxxxx, a Delaware corporation ByXxxxxxxxxxx 00000-0000 Attention: /s/ Xxxxxx X. Xxxx NameCorporate Counsel – Commercial Finance Telecopier: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT(000) 000-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:0000 APPENDIX A

BORROWERS. BODY SHOP OF AMERICA.AMERICA, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Xxxxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Xxxxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION SHOP ACQUISITIONS CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Xxxxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR., L.L.C., a Florida limited liability company By: Body Shop of America, Inc., its sole Member By: /s/ Xxxxxx X. Xxxx Xxxxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: By NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: P. Xxxxx Xxxxxxxxx Title: NewStar Financial Title: Managing Director Portfolio Management NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: P. Xxxxx Xxxxxxxxx Title: NewStar Financial Title: Managing Director Portfolio Management A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Portfolio Relationship Manager CAPITALSOURCE FINANCE LLC, as a Lender By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Authorized Signatory

BORROWERS. BODY SHOP OF AMERICAXXXXXX & NOBLE BOOKSELLERS, INC., a Florida Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURESXXXXXX & XXXXX INTERNATIONAL LLC, a Delaware limited liability company XXXXXX & NOBLE MARKETING SERVICES LLC, a Virginia limited liability company XXXXXX & XXXXX PURCHASING, INC., a Florida New York corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORPXXXXXX & NOBLE SERVICES, INC., a New York corporation NOOK DIGITAL LLC, a Delaware limited liability company STERLING PUBLISHING CO., INC., a Delaware corporation By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Chief Financial Xxxxxxx Xxxxxx & Xxxxx Credit Agreement AGENTS AND LENDERS: BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director Xxxxxx & Noble Credit Agreement Signature Page JPMORGAN CHASE BANK, N.A. as Co-Syndication Agent By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Authorized Xxxxxxx Xxxxxx & Noble Credit Agreement Signature Page XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agent By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Assistant Vice President Xxxxxx & Noble Credit Agreement SUNTRUST BANK, as Co-Syndication Agent By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Director Xxxxxx & Xxxxx Credit Agreement CITIZENS BANK, N.A., as Co-Documentation Agent By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President Xxxxxx & Noble Credit Agreement REGIONS BANK, as Co-Documentation Agent By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxx Xxxxxxx X. Xxxx Title: Senior Vice President Xxxxxx & Xxxxx Credit Agreement Signature Page BANK OF AMERICA, N.A., as a Lender, LC Issuer and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company Swing Line Lender By: /s/ Xxxxxx X. Xxxx Xxxxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.Xxxxxx & Xxxxx Credit Agreement JPMORGAN CHASE BANK, N.A., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager and LC Issuer By: /s/ Xxxxxxxxxxx Xxx Xxxxxxx X. Xxxxx Name: Xxxxxxxxxxx Xxx Xxxxxxx X. Xxxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLCAuthorized Xxxxxxx Xxxxxx & Noble Credit Agreement XXXXX FARGO BANK, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLCNATIONAL ASSOCIATION, as a Lender By: /s/ Alexander J, Xxxxxxxx Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx X. Xxxxxxxx Title: Senior Assistant Vice President NATIONAL CITY Xxxxxx & Noble Credit Agreement SUNTRUST BANK, as a Lender By: /s/ Xxxxxxxx Xxxx X. Xxxxx Name: Xxxxxxxx Xxxx X. Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCDirector Xxxxxx & Xxxxx Credit Agreement CITIZENS BUSINESS CAPITAL, a division of Citizens Asset Finance, Inc., as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: EXHIBIT A TO WAIVER AND Senior Vice President Xxxxxx & Noble Credit Agreement REGIONS BANK, as a Lender By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Senior Vice President Xxxxxx & Xxxxx Credit Agreement Signature Page FIFTH THIRD AMENDMENT TO FINANCING AGREEMENT Dated BANK, as of January 25a Lender By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Vice President Xxxxxx & Noble Credit Agreement TD BANK, 2008 DESIGNATED DEFAULTS NoneN.A., except:as a Lender By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: V.P. Credit Management Xxxxxx & Xxxxx Credit Agreement CAPITAL ONE BUSINESS CREDIT CORP., as a Lender By: /s/ Julianne Low Name: Julianne Low Title: Senior Director Xxxxxx & Xxxxx Credit Agreement SIEMENS FINANCIAL SERVICES, INC., as a Lender By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Vice President By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Sr. Loan Closer Xxxxxx & Noble Credit Agreement Signature Page PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Thanwantie Somar Name: Thanwantie Somar Title: Assistant Vice President Xxxxxx & Xxxxx Credit Agreement GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Duly Authorized Signatory Xxxxxx & Noble Credit Agreement Signature Page Schedule 1.01 Borrowers

BORROWERS. BODY SHOP OF AMERICAPERNIX THERAPEUTICS, LLC, a Louisiana limited liability company By: Pernix Therapeutics Holdings, Inc., a Maryland corporation Its: Sole Member and Sole Manager By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer CYPRESS PHARMACEUTICALS, INC., a Florida Mississippi corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer CATALOGUE VENTURESBORROWERS: GTA GP, INC., a Florida Maryland corporation By: /s/ Xxxxxx X. Xxxx NameXxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GTA LP, INC., a Maryland corporation By: /s/ Xxxxxxx Xxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GAINE, INC., a Delaware corporation By: Xxxxxx X. Xxxx Title: Xxxxxxx President and Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORPRESPICOPEA INC., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer RINZI AIRHAWTHORN PHARMACEUTICALS, L.L.C.INC., a Florida Mississippi corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer PERNIX SLEEP, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer LENDER: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxxx (SEAL) Xxxxxxx Title: Xxxxxxxx Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Director

BORROWERS. BODY SHOP OF AMERICANGL ENERGY OPERATING LLC, INC.NGL SUPPLY, a Florida corporation LLC, HICKSGAS, LLC, NGL SUPPLY RETAIL, LLC, NGL SUPPLY WHOLESALE, LLC, NGL SUPPLY TERMINAL COMPANY, LLC, XXXXXXXX PROPANE, LLC, NGL-NE REAL ESTATE, LLC, NGL-MA REAL ESTATE, LLC, NGL-MA, LLC, By: /s/ Xxxxxx X. Xxxx Xxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Title: Senior Vice President and Chief Executive Officer CATALOGUE VENTURESFinance & Treasurer HIGH SIERRA ENERGY LP, GREENSBURG OILFIELD, LLC, ANTICLINE DISPOSAL, LLC, HIGH SIERRA SERTCO, LLC, HIGH SIERRA ENERGY MARKETING, LLC, CENTENNIAL ENERGY, LLC, CENTENNIAL GAS LIQUIDS ULC, HIGH SIERRA TRANSPORTATION, LLC, HIGH SIERRA CRUDE OIL & MARKETING, LLC, HIGH SIERRA WATER SERVICES, LLC, XXXXXXX OIL BUYERS, INC., a Florida corporation THIRD COAST TOWING, LLC HIGH SIERRA WATER-EAGLE FORD, LLC PETRO SOURCE TERMINALS, LLC PECOS GATHERING & MARKETING, LLC BLACK HAWK GATHERING, L.L.C. MIDSTREAM OPERATIONS L.L.C. HIGH SIERRA ENERGY OPERATING, LLC HIGH SIERRA COMPRESSION, LLC HIGH SIERRA WATER HOLDINGS, LLC By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Executive Officer & President BORROWERS’ AGENT: NGL ENERGY OPERATING LLC, By: /s/ Xxxxxx X. Xxxx Xxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Title: Chief Executive Officer Senior Vice President Finance & Treasurer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation NGL ENERGY PARTNERS LP By: /s/ Xxxxxx X. Xxxx Xxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Title: Senior Vice President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company ByFinance & Treasurer SECURED PARTIES: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLCDEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager and as Collateral Agent By: /s/ Xxxxxxx Xxxxxx X. Name: Xxxxxxx Xxxxxx Title: Vice President By: /s/ Xxxxx Xxxxxxx Name: Xxxxxx X. Xxxxx Xxxxxxx Title: Managing Associate DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender, as Swingline Lender, as an Issuing Bank and as Technical Agent By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director LENDERSBy: XXXXXXXXX FINANCIAL CAYMAN LTD./s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Director ROYAL BANK OF CANADA, as a Lender By: Xxxxxxxxx Financial LLC/s/ Xxxxx X. York Name: Xxxxx X. York Title: Authorize Signatory BNP PARIBAS, as Collateral Manager a Lender and Issuing Bank By: /s/ Xxxxxxxxxxx Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director By: /s/ Xxxxx Xxx Name: Xxxxxxxxxxx Xxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLCPNC BANK, NATIONAL ASSOCIATION, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Xxxxxxxxxxx Xxxxxxx Name: NewStar Financial Xxxxxxxxxxx Xxxxxxx Title: Managing Director NEWSTAR LLC 2005-1Vice President THE ROYAL BANK OF SCOTLAND PLC, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Xxxxxx Xxxxxx Name: NewStar Financial Xxxxxx Xxxxxx Title: Managing Director A3 FUNDING LPAuthorized Signatory BMO XXXXXX BANK, N.A, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx ILLEGIBLE SIGNATURE Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LPTHE F&M BANK AND TRUST COMPANY, as a Lender By: A4 Fund Management/s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President XXXXXXX XXXXX BANK, Inc.N.A., its General Partner as a Lender By: /s/ Alexander J, Xxxxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxxxxx Xxxxx X. Xxxxxxxx Xxxxxxx Title: Vice President ABLECO FINANCE ABN AMRO CAPITAL USA LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Urvashl Zutshl Name: Xxxxxxxxx X. Xxxxxxxx Urvashl Zutshl Title: Senior Managing Director By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director BANK OF AMERICA, N.A., as a Lender and as an Issuing Bank By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Vice President NATIONAL CITY BOKF, NA d/b/a BANK OF OKLAHOMA, as a Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: V.P. SUNTRUST BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Xxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxx Xxxxxx Xxxxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCDirector UBS AG, STAMFORD BRANCH, as a Lender By: /s/ Xxxx Sifar Name: Xxxx Sifar Title: Director Banking Products Services, US By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Associate Director Banking Products Services, US AMEGY BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President COMMERCE BANK, N.A., as a Lender By: /s/ C.T. Young Name: C.T. Young Title: Senior Vice President XXXXXXX XXXXX BANK USA, as a Lender By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Authorized Signatory MAQUARIE BANK LIMITED, as a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Associate Director By: /s/ Xxxxx den Hertog Name: Xxxxx den Xxxxxx Title: Division Director HSBC BANK USA, NA, as a Lender By: /s/ ILLEGIBLE SIGNATURE Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated KEYBANK NATIONAL ASSOCIATION, as of January 25, 2008 DESIGNATED DEFAULTS None, except:a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President

BORROWERS. BODY SHOP OF AMERICA, INC., a Florida corporation PRODUCTS LICENSING LLC By: /s/ Xxxxx Xxxxxx X. Xxxx Name: Xxxxx Xxxxxx X. Xxxx Title: President and Chief Executive Financial Officer CATALOGUE VENTURESPLAYBOY ENTERPRISES INTERNATIONAL, INC., a Florida corporation . By: /s/ Xxxxx Xxxxxx X. Xxxx Name: Xxxxx Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.Treasurer PLAYBOY ENTERPRISES, a Delaware corporation INC. By: /s/ Xxxxx Xxxxxx X. Xxxx Name: Xxxxx Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIRTreasurer CHINA PRODUCTS LICENSING, L.L.C., a Florida limited liability company INC. By: /s/ Xxxxx Xxxxxx X. Xxxx Name: Xxxxx Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENTTreasurer Y ACQUISITION CO, LLC By: DYMAS /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Manager ACKNOWLEDGED AND AGREED as of the date first above written: DBD CREDIT FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Signatory [Signature Page to Joinder to 2nd A&R Guaranty and Security Agreement] Administrative Agent: DBD CREDIT FUNDING LLC By: /s/ Xxxxxxxx Xxxxxx X. Xxxxxxx Name: Xxxxxxxx Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender Authorized Signatory FORTRESS CREDIT OPPORTUNITIES IX CLO LIMITED By: Xxxxxxxxx Financial LLC, as FCOD CLO Management LLC Its: Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Xxxxxxxx Xxxxxx Name: Xxxxxxxxxxx Xxx Xxxxxxxx Xxxxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender Treasurer FORTRESS CREDIT OPPORTUNITIES XI CLO LIMITED By: NewStar Financial, Inc., its Designated FCOD CLO Management LLC Its: Collateral Manager By: /s/ P. Xxxxx Xxxxxxxxx Xxxxxxxx Xxxxxx Name: NewStar Financial Xxxxxxxx Xxxxxx Title: Managing Director NEWSTAR LLC 2005-1, as a Lender Treasurer FORTRESS CREDIT OPPORTUNITIES VII CLO LIMITED By: NewStar Financial, Inc., its Sole Member ByFCO VII CLO CM LLC Its: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender Collateral Manager By: /s/ Xxxxxxxx Xxxxx Xxxxxx Name: Xxxxxxxx Xxxxx Xxxxxx Title: Portfolio Treasurer FORTRESS CREDIT OPPORTUNITIES VI CLO LIMITED By: FCOO CLO Management LLC Its: Collateral Manager CAPITALSOURCE By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Treasurer DBOB FUNDING LLC By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Treasurer FORTRESS LENDING HOLDINGS L.P. By: Fortress Lending Advisors LLC Its: Investment Manager By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Signatory MGG SPECIALTY FINANCE LLCFUND II LP MGG SF EVERGREEN FUND LP MGG CANADA FUND LP MGG (BVI) LIMITED MGG SF EVERGREEN UNLEVERED FUND LP MGG SF DRAWDOWN UNLEVERED FUND II LP MGG SF DRAWDOWN UNLEVERED FUND II (LUXEMBOURG) SCSp MGG OFFSHORE FUNDING I, LLC MGG SF DRAWDOWN UNLEVERED MASTER FUND II (CAYMAN) LP MGG SF EVERGREEN UNLEVERED MASTER FUND II (CAYMAN) LP MGG INSURANCE FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P. By: MGG Investment Group LP, on behalf of each of the above, as a Lender Authorized Signatory By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING Chief Executive Officer Annex I Amended Credit Agreement See attached. 18 Exhibit 10.18 EXECUTION VERSION (of Amendment No. 7, dated December 24, 2018) (Conformed for Amendment No 8, dated March 15, 2019) CREDIT AGREEMENT Dated as of January 25June 24, 2008 DESIGNATED DEFAULTS None2014 among PRODUCTS LICENSING LLC, except:PLAYBOY ENTERPRISES INTERNATIONAL, INC., and PLAYBOY ENTERPRISES, INC., and Y ACQUISITION CO. LLC each as a Borrower THE LENDERS PARTY HERETO as Lenders and DBD CREDIT FUNDING LLC as Administrative Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 2 Section 1.01 Certain Defined Terms 2 Section 1.02 Accounting Terms 32 Section 1.03 Uniform Commercial Code 33 Section 1.04 Construction 33 Section 1.05 Time Periods 33 ARTICLE II AMOUNT AND TERMS OF THE LOANS 34 Section 2.01 The Loans 34 Section 2.02 Making the Loans 34 Section 2.03 Repayment and Amortization of Loans; Evidence of Debt 35 Section 2.04 Interest 35 Section 2.05 Interest Elections 36 Section 2.06 Prepayments 37 Section 2.07 Alternative Rate of Interest 39 Section 2.08 Increased Costs 40 Section 2.09 Break Funding Payments 41

BORROWERS. BODY SHOP OF AMERICAARC HOSPITALITY PORTFOLIO II OWNER, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.LLC, a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Pxxx X. Xxxxxx X. Xxxx Name: Pxxx X. Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYAuthorized Signatory ARC HOSPITALITY PORTFOLIO II TRS, LLC, as Administrative Agent a Delaware limited liability company By: Dymas Capital Management Company/s/ Pxxx X. Xxxxxx Name: Pxxx X. Xxxxxx Title: Authorized Signatory 109 ARC HOSPITALITY PORTFOLIO II MISC TRS, LLC, a Delaware limited liability company By: /s/ Pxxx X. Xxxxxx Name: Pxxx X. Xxxxxx Title: Authorized Signatory ARC HOSPITALITY PORTFOLIO II HIL TRS, LLC, a Delaware limited liability company By: /s/ Pxxx X. Xxxxxx Name: Pxxx X. Xxxxxx Title: Authorized Signatory ARC HOSPITALITY STRATFORD, LLC, a Delaware limited liability company By: /s/ Pxxx X. Xxxxxx Name: Pxxx X. Xxxxxx Title: Authorized Signatory ARC HOSPITALITY TRS STRATFORD, LLC, a Delaware limited liability company By: /s/ Pxxx X. Xxxxxx Name: Pxxx X. Xxxxxx Title: Authorized Signatory ARC HOSPITALITY PORTFOLIO II NTC OWNER, LP, a Delaware limited partnership By: ARC Hospitality Portfolio II NTC Owner GP, LLC, its Manager general partner By: /s/ Pxxx X. Xxxxxx X. Xxxxxxx Name: Pxxx X. Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.Authorized Signatory 110 ARC HOSPITALITY PORTFOLIO II NTC HIL TRS, as LP, a Lender Delaware limited partnership By: Xxxxxxxxx Financial ARC Hospitality Portfolio II NTC TRS GP, LLC, as Collateral Manager its general partner By: /s/ Xxxxxxxxxxx Xxx Pxxx X. Xxxxxx Name: Xxxxxxxxxxx Xxx Pxxx X. Xxxxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING Authorized Signatory ARC HOSPITALITY PORTFOLIO II NTC TRS, LP, a Delaware limited partnership By: ARC Hospitality Portfolio II NTC TRS GP, LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager general partner By: /s/ P. Xxxxx Xxxxxxxxx Pxxx X. Xxxxxx Name: NewStar Financial Pxxx X. Xxxxxx Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Authorized Signatory SCHEDULE I DEFINITIONS

BORROWERS. BODY SHOP OF AMERICA, INCRELIANCE STEEL & ALUMINUM CO., a Florida California corporation By: /s/ Xxxxxx X. Xxxx Name: Dxxxx X. Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORSBy: BODY CENTRAL ACQUISITION Name: Kxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer RSAC MANAGEMENT CORP., a Delaware California corporation By: /s/ Xxxxxx X. Xxxx Name: Dxxxx X. Xxxxxx X. Xxxx Title: Chief Executive Officer By: Name: Kxxxx Xxxxx Title: Executive Vice President and Chief Executive Financial Officer RINZI AIRGUARANTORS (for purposes of Section 1.8 and Section 4 only): ALLEGHENY STEEL DISTRIBUTORS, L.L.C.INC. ALUMINUM AND STAINLESS, a Florida limited liability company INC. CHAPEL STEEL CORP. CCC STEEL, INC. CHATHAM STEEL CORPORATION DXXXXXX XXXXXXXX STEEL CO., INC. PACIFIC METAL COMPANY PDM STEEL SERVICE CENTERS, INC. PHOENIX CORPORATION TOMA METALS, INC. VALEX CORP. VIKING MATERIALS, INC. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Kxxxx Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LPand Secretary of each of the foregoing PRECISION STRIP, as a Lender INC. SISKIN STEEL & SUPPLY COMPANY, INC. By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Kxxxx Xxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender and Assistant Secretary of each of the foregoing LXXX METALS SERVICE STEEL AEROSPACE CORP By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Kxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCChief Financial Officer and Secretary of each of the foregoing AMERICAN METALS CORPORATION By: Name: Kxxxx Xxxxx Title: Vice President, Chief Financial Officer and Assistant Secretary of the foregoing AMERICAN STEEL, L.L.C. By: Name: Kxxxx Xxxxx Title: Chief Financial Officer, Treasurer and Assistant Secretary of the foregoing AMI METALS, INC. By: Name: Kxxxx Xxxxx Title: Vice President, Chief Financial Officer and Secretary of the foregoing CENTRAL PLAINS STEEL CO. By: Name: Kxxxx Xxxxx Title: Vice President, Treasurer and Secretary of the foregoing LIEBOVICH BROS., INC. By: Name: Kxxxx Xxxxx Title: Vice President, Assistant Treasurer and Assistant Secretary of the foregoing ADMINISTRATIVE AGENT BANK OF AMERICA, N.A. By: Name: Title: LENDERS: BANK OF AMERICA, N.A. By: Name: Title: WACHOVIA BANK, N.A., as Syndication Agent and a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated If the above-signing Lender initials immediately below, such Lender is a party to this Amendment but does not agree to increase its Commitments. The above signing Lender’s execution of this Amendment signifies only such Lender’s consent to this Amendment, and does not constitute an agreement to increase its Commitments. If the above-signing Lender initials below, such Lender is a party to this Amendment and agrees to increase its Commitments. The above-signing Lender hereby agrees to increase such Lender’s Commitment as set forth on Schedule 2.1B. JPMORGAN CHASE BANK, N.A., as Documentation Agent and a Lender By: Name: Title: If the above-signing Lender initials immediately below, such Lender is a party to this Amendment but does not agree to increase its Commitments. The above signing Lender’s execution of January 25this Amendment signifies only such Lender’s consent to this Amendment, 2008 DESIGNATED DEFAULTS Noneand does not constitute an agreement to increase its Commitments. If the above-signing Lender initials below, except:such Lender is a party to this Amendment and agrees to increase its Commitments. The above-signing Lender hereby agrees to increase such Lender’s Commitment as set forth on Schedule 2.1B.

BORROWERS. BODY SHOP OF AMERICATRINITY FUNDING 1, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.LLC, a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx Sxxxxx X. Xxxx Xxxxx Name: Xxxxxx Sxxxxx X. Xxxx Xxxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS Authorized Signatory TRINITY FUNDING COMPANY2, LLC, as Administrative Agent a Delaware limited liability company. By: Dymas Capital Management Company/s/ Sxxxxx X. Xxxxx Name: Sxxxxx X. Xxxxx Title: Authorized Signatory TRINITY FUNDING 3, LLC, a Delaware limited liability company By: /s/ Sxxxxx X. Xxxxx Name: Sxxxxx X. Xxxxx Title: Authorized Signatory TRINITY CAPITAL FUND II, L.P., a Delaware limited partnership By: TRINITY SBIC PARTNERS II, LLC, its Manager general partner By: /s/ Xxxxxx Sxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxx Sxxxxx X. Xxxxxxx Xxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.Authorized Signatory TRINITY CAPITAL FUND III, as L.P., a Lender Delaware limited partnership By: Xxxxxxxxx Financial TRINITY SBIC PARTNERS III, LLC, as Collateral Manager its general partner By: /s/ Xxxxxxxxxxx Xxx Sxxxxx X. Xxxxx Name: Xxxxxxxxxxx Xxx Sxxxxx X. Xxxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING Authorized Signatory SERVICER: TRINITY MANAGEMENT IV, LLC, as a Lender Delaware limited liability company By: NewStar FinancialTRINITY CAPITAL HOLDINGS, Inc.LLC, its Designated Manager managing member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx Sxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Sxxxxx X. Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCAuthorized Signatory AGENT: CREDIT SUISSE AG, as a Lender NEW YORK BRANCH By: Name: Title: By: Name: Title: BACK-UP SERVICER: WXXXX FARGO BANK, NATIONAL ASSOCIATION A national banking association, not in its individual capacity, but solely as Back-Up Servicer By: Name: Title: SERVICER: TRINITY MANAGEMENT IV, LLC, a Delaware limited liability company By: TRINITY CAPITAL HOLDINGS, LLC, its managing member By: Name: Title: Authorized Signatory AGENT: CREDIT SUISSE AG, NEW YORK BRANCH By: /s/ Jxxxxxx Xxxxxx Name: Jxxxxxx Xxxxxx Title: Director By: /s/ Exxx XxXxxxxxxx Name: Exxx XxXxxxxxxx Title: Director BACK-UP SERVICER: WXXXX FARGO BANK, NATIONAL ASSOCIATION A national banking association, not in its individual capacity, but solely as Back-Up Servicer By: Name: Title: SERVICER: TRINITY MANAGEMENT IV, LLC a Delaware limited liability company By: Name: Title: AGENT: CREDIT SUISSE AG, NEW YORK BRANCH By: Name: Title: By: Name: Title: BACK-UP SERVICER: WXXXX FARGO BANK, NATIONAL ASSOCIATION a national banking association, not in its individual capacity, but solely as Back-Up Servicer By: /s/ Cxxx Xxxxxxx Name: Cxxx Xxxxxxx Title: Vice President EXHIBIT A TO WAIVER OBLIGOR CONTACT LIST [see attached] Company Name Fund Contact Position Phone Email Contact2 Column2 PM Altierre 2 Jxxxxx Avenier CFO (000) 000-0000 jxxxxxxx@xxxxxxxx.xxx Txxx Xxxxxxx txxxxxxx@xxxxxxxx.xxx Crystal Augmedix 3 Mxxxxx Xxxxxxxxx CFO (000) 000-0000 mxxxxx@xxxxxxxx.xxx Nxxxx Xx Dxx Xxx 2 Txx Xxxxxxxx CFO 600-000-0000 txx@xxxxxxxxx.xxx Nxxxx Back Blaze 3 Cxxxxxx Xxx (000) 000-0000 cxxxxxx@xxxxxxxxx.xxx Jxxx Xxxx jxxx@xxxxxxxxx.xxx Crystal BaubleBar 2 Daniella Yacobovsky Co-Founder 646.846.2044 dxxxxxxx@xxxxxxxxx.xxx Nxxxx XX Cosmetics 3 Hxxx Xxxxx CFO (000) 000-0000 hxxxx@xxxxxxxxxxx.xxx Crystal Birchbox 2 Kxxxx Xxxxxxxxx CEO kxxxx@xxxxxxxx.xxx Cxxxxxxx Xxxxxx cxxxxxxx.xxxxxx@xxxxxxxx.xxx Cxxxxxx Xxxxxx Farming 3 Dxxxx Xxxxxx Founder 900-000-0000 dxxxx@xxxxxxxxxxxxx.xxx Nxxxx Clean Planet Chemical 3 Axxx Xxxxxxx CEO (000) 000-0000 axxx.xxxxxxx@xxxxxxxxx.xxx Cxxxxxx X Xx Xxxxx 2 Axxxxx Xxxxx CFO 650.817.9012 axxxxx@xxxxxx.xxx Nxxxx Edeniq 2 Bxxxx Xxxxx CEO (000) 000-0000 bxxxxx@xxxxxx.xxx Lxxx Xxxxxxx lxxxxxxx@xxxxxx.xxx Gxxxx Egomotion 2 Mxxx Xxxx Head of Finance (000) 000-0000 mxxx.xxxx@xxxxxxxxxx.xxx Cxxxxx Xxxxxx cxxxxx.xxxxxx@xxxxxxxxxx.xxx Crystal Empyr 3 Rxxx XxXxxxxx CFO rxxxxxxxxxxx@xxxxx.xxx Nxxxx Xxxxxx 3 Rxxx Xxxxxxxx Sr Director of Finance 400-000-0000 rxxx.xxxxxxxx@xxxxxx.xxx Nxxxx Everalbum 2 Txxxxxx Xxx txxxxxx@xxxxxxxxxx.xx Dxxx Xxxx dxxx@xxxxxxxxxx.xx Crystal Examity 3 Txxxx Xxxxxx Chief Administrative Officer 600-000-0000 Txxxxxx@xxxxxxx.xxx Nxxxx Xxxxx 0 Xxxxxxxx Xxxxxx (000) 000-0000 Pxxxxxx@xxxxx.xx Pxx Xxxxxxx pxxxxxxx@xxxxx.xx Crystal Filld 3 Exxxx Xxxxxxx (000) 000-0000 exxxxxxx@xxxxx.xx Scott Hempy sxxxx@xxxxx.xx Crystal Galvanize 2 Kxxx Xxxxx Executive Chairman (000) 000-0000 kxxx.xxxxx@xxxxxxxxx.xxx Nxxxx Xxxxxx 3 Oxxxxx Xxxx CEO (000) 000-0000 oxxxxx@xxxxxx.xxx Crystal Gobiquity 3 Rxxx Xxxxx Head of Finance rxxx.xxxxx@xxxxxxxxxxx.xxx Nxxxx Grub Market 3 Lxx Fan (000) 000-0000 lxx@xxxxxxxxxx.xxx Mxxx Xx mxx@xxxxxxxxxx.xxx Crystal Handle Financial 3 Kxxxxxxx Xxxxxxxx CFO 300-000-0000 kxxxxxxx@xxxxxxxxx.xxx Nxxxx Happiest Baby 3 Gxxx Xxxx VP of Finance gxxx@xxxxxxxxxxxx.xxx Nxxxx Health-Ade 3 Jxxxxxxx Xxxxx Controller (000) 000-0000 jxxxxxxxxxxxx@xxxxxx-xxx.xxx Gxxx Xxxxxxxxx gxxxxxxxxx@xxxxxx-xxx.xxx Crystal Hytrust 2 Mxxxx Xxxxxxx CFO 600-000-0000 mxxxxxxx@xxxxxxx.xxx Nxxxx Ihealth Solutions 2 Mxxxxxx Xxxxxxx CFO 500-000-0000 mxxxxxxx@xxxxxxxxxxxxxx.xxx Nxxxx Impossible Foods 3 Mxxxxx Xxxx Xx. Mgr, Technical Accounting & Reporting mxxxxx.xxxx@xxxxxxxxxxxxxxx.xxx Nxxxx InContext 2 Jxxxxxxx Xxxxxx CFO 900-000-0000 Jxxxxxxx.Xxxxxx@xxxxxxxxxxxxxxxxxx.xxx Nxxxx Instart Logic 3 Jxxx Xxxxxxx CFO 650.919.8854 jxxxxxxx@xxxxxxxxxxxx.xxx Nxxxx Invenia 4 Mxxxxxx Xxxxxx CEO 200-000-0000 Mxxxxxx.Xxxxxx@Xxxxxxx.xx Nxxxx Knockaway 3 Dxxx Xxxxxx Accounting Manager (000) 000-0000 dxxx@xxxxx.xxx Jxxxx Xxxxx jxxxx@xxxxx.xxx Crystal Le Tote 3 Jxxxx Xxxxxx Finance Manger jxxxx@xxxxxx.xxx Rxxxxx Xxxxxx rxxxxx@xxxxxx.xxx Crystal Mxxxxxx Xxxx 3 Cxxxxx Xxxxxxxxxx CFO (000) 000-0000 cxxxxx@xxxxxxx-xxxx.xxx Axx Xxxxxx axx@xxxxxxxx-xxxx.xxx Cxxxxxx Matterport 2 JX Xxx CFO 600-000-0000 jxxxx@xxxxxxxxxx.xxx Nxxxx Nexus 3 Cxxxx Xxxxxxxx Xx Director of Finance 703-524-9101 CXxxxxxxx@xxxxxxxxxxxx.xxx Nxxxx Xxx Connect 3 Cxxxx Xxx President 600-000-0000 cxxxx@xxxxxxxxxx.xxx Nxxxx Xxx Analytics 3 Txxx Xxxxxxxxx CFO 212.518.1307 txxx@xxxxxx.xxx Nxxxx Pendulum Mxxxx Xxxx COO (000) 000-0000 mxxxx.xxxx@xxxxxxxxxx.xxx Jxx Project Frog 2 Fxxxxxxx Xxxxxxx Controller (000) 000-0000 mxxxxxx@xxxxxxxxxxx.xxx Sxx Xxxxxxxxxx sxxxxxxxxxx@xxxxxxxxxxx.xxx Gxxxx Qubed 2 Axxxx Xxxx COO 700-000-0000 axxxx@xxxxxxxxxxx.xx Nxxxx RapidMiner 3 Sxxxx Xxxxxxxxx Xx Director of Finance 600-000 0000 sxxxxxxxxx@xxxxxxxxxx.xxx Nxxxx RoBotany Axxxxx Xxxx CEO (000) 000-0000 Axxxxx.xxxx@xxxxxxxx.xx Crystal Seaon 4,5 Wxxxxx Xxxxxx President (000) 000-0000 wxxxxx@xxxxxxxxxxx.xxx Crystal SQL 3 Sxxxx Xxxx VP of Finance (000) 000-0000 sxxxx@xxxxxxxxx.xxx Lxxx Xxxxxxx lxxxxxxx@xxxxxxxxx.xxx Crystal STS Media 3 Kxxx Xxxxxxxxx VP of Finance kxxx@xxxxxxxxxxxx.xxx Nxxxx Sun Basket 3 Marc Friend CFO 600.000.0000 mxxx@xxxxxxxxx.xxx Nxxxx Xxxxxx 0 Xxxxxxx Xxxx (000) 000-0000 mxxxxxx.xxxx@xxxxxxxxxxxx.xxx Jxxxx Xxx Jxxxx.Xxx@xxxxxxxxxxxx.xxx Crystal Untuckit 3 Dxxxx Xxxxx CFO (000) 000-0000 d.xxxxx@xxxxxxxx.xxx Nxxx Xxxxxxxx n.xxxxxxxx@xxxxxxxx.xxx Crystal Vertical Communicatins 2 Pxxxx Xxxxxx CEO pxxxxxx@xxxxxxxx.xxx Hunter Fountain HXxxxxxxx@xxxxxxxx.xxx Gxxxx Vidsys 3 Mxxxxxx Xxxxxxxx President and Acting CEO (000) 000-0000 mxxxxxxxxx@xxxxxx.xxx Gxxxx WorkWell Prevention 2 Kxxxx Xxxxxxx CEO kxxxx.xxxxxxx@xxxxxxxxxx.xxx Kxxxx Xxxxxxx kxxxxx@xxxxxxx.xxx Gxxxx Zosano 3 Cxxxx Xxxxx Controller (000) 000-0000 cxxxxx@xxxxxxxxxxxx.xxx Gxxx Xxxxxxxx gxxxxxxxxx@xxxxxxxxxxxx.xxx Crystal EXHIBIT B LIQUIDATION REPORT Asset Liquidation proceeds Expenses incurred and to be reimbursed to the Servicer Any loss incurred in connection with the liquidation EXHIBIT C MONTHLY SERVICER REPORT [see attached] TRINITY FUNDING 1, LLC, TRINITY FUNDING 2, LLC, TRINITY FUNDING 3, LLC, TRINITY CAPITAL FUND II, L.P., AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated TRINITY CAPITAL FUND III, L.P., Monthly Servicer's Report Originator: Borrower: Servicer: Trinity Management IV, LLC Cut-off Date: July 31, 2019 Days: 31 Prior Month Cut-Off: June 30, 2019 Period: 1 AGING SCHEDULE: UNITS BALANCE % Current - - 0.00 % 1-30 days past due - - 0.00 % Current Period Deliquency 31-60 days past due - - 0.00 % 61-90 days past due - - 0.00 % 91-120 days past due - - 0.00 % Total Outstanding Asset Amount - - 0 % Ineligible Receivables 31+ days past due - - 0.00 % Other Ineligible Receivables - - 0.00 % TOTAL ELIGIBLE ASSET AMOUNT - - 0 % Total Eligible Assets - - 0 % CALCULATION OF REQUIRED PRINCIPAL Prior Month Balance - Prior Month Ineligible - Previous Mo Eligible Balance - Intra-Period Sales - Intra-Period Takeouts - Scheduled Prin Payments - Unscheduled Prin Payments - Other Adjustments - Liquidated Receivables - Ending Balance - Ineligible - Excess Concentration - Ending Aggregate Eligible Asset Amount - CALCULATION OF AVAILABLE FUNDS Principal Collections during the Period: - Collections for Accounts Previously Charged Off or Paid Off: - Interest, F Fees Collected and Adjustments during the Period: - Interest on Collection Account - TOTAL COLLECTIONS DURING THE PERIOD (AVAILABLE FUNDS): - Excess Reserve deposited to Collections Account - TOTAL AVAILABLE FUNDS: - PAYMENT WATERFALL Total Available Funds - LESS: Paying Agent Fee - LESS: Backup Servicer Fee LESS: Custodial Fee - LESS: Servicer Fee - LESS: Interest and Hedge Amounts - LESS: Non-Use Fee - LESS: Borrowing Base Definiciency LESS: Hedge Counterparty - LESS: Reserve Account Requirement - LESS: Hedge Reserve Account Requirements - LESS: Amortization Period Lender Obligations - LESS: Lender Fees and Expenses - LESS: All Other Obligations - LESS: Service Provider Indemnities - LESS: Other unpaid Servicer fees - LESS: Principal Prepayments - Remaining Funds: - LESS: Remaining Funds to Borrower: - Ending Balance - TRINITY FUNDING 1, LLC, TRINITY FUNDING 2, LLC, TRINITY FUNDING 3, LLC, TRINITY CAPITAL FUND II, L.P., AND TRINITY CAPITAL FUND III, L.P., Monthly Servicer's Report Originator: Borrower: Servicer: Trinity Management IV, LLC PERFORMANCE TRIGGER EVENT: Rolling Average Default Rate Current Prev Month Prior Month Loss % Loss % Loss % 0.00 % 0.00 % 0.00 % 3 Month Trigger Trigger Avg Amort Event Violation EOD Event Violation 0.00 % 2.50 % NO 4.00 % NO Rolling Average Delinquency Ratio Current Prev Month Prior Month DQ % DQ % DQ % 0.00 % 0.00 % 0.00 % 3 Month Trigger Trigger Avg Amort Event Violation EOD Event Violation 0.00 % 10.00 % NO 12.50 % NO Excess Spread Interest Proceeds Hedge Proceeds Priority of Payments (i and ii) Total 0.00 0.00 0.00 Aggregate Outstanding Trigger Asset Amount Excess Spread Ratio Amort Event Violation 0.00 0.00 % 5.00 % NO Gross Excess Spread WA Interest Rate Interest Distribution Third Party Fees Net Hedge Payment Total 0.00 0.00 0.00 0.00 Aggregate Outstanding Asset Amount Excess Spread Ratio Hedge Reserve Trigger Hedge Trigger Violation 0.00 0.00 % 6.00 % 5.00 % NO Eligbility Criteria TRINITY CAPITAL FUND III Eligbility Criteria Ineligible Balance Minimum Interest Rate 7.00% Maximum LTV 45.00% Maximum Original Term 60 Maximum IO Period 24 Maximum Principal Amount $25,000,000.00 Maximum Senior LTV Ratio 30.00% Initial Credit Rating 60.00% Minimum Risk Rating 2 Concentration Limits TRINITY CAPITAL FUND III Serviced Portfolio Trigger Violation % for Top Single Obligor 0.00 % <= 10.00 % NO % for Top 5 Obligors 0.00 % <= 35.00 % NO WA Interest Rate 0.00 % <= 10.00 % NO WA LTV 0.00 % <= 35.00 % NO % for Single Industry Group 0.00 % <= 25.00 % NO % for Top 5 Industry Groups 0.00 % <= 50.00 % NO % for Second Lien Loans 0.00 % <= 50.0 % NO % of of Second Lien Loans with [ ] Senior LTV and [ ] Aggregate LTV 0.00 % <= 10.00 % NO % for Assets with less than 2 score 0.00 % <= 10.00 % NO Foreign Exposure 0.00 % <= 5.00 % NO TRINITY FUNDING 1, LLC, TRINITY FUNDING 2, LLC, TRINITY FUNDING 3, LLC, TRINITY CAPITAL FUND II, L.P., AND TRINITY CAPITAL FUND III, L.P., Monthly Servicer's Report Originator: Borrower: Servicer: Trinity Management IV, LLC FINANCIAL COVENANTS: Pre-BDC Post BDC Actual Leverage Ratio 1.50 1.50 PASS Debt Tangible Net Worth Tangible Net Worth 150,000,000 300,000,000 PASS Liquidity - Unrestricted Cash 10,000,000 15,000,000 PASS RESERVE ACCOUNT RECONCILIATION AND OTHER SUMMARY: RESERVE ACCOUNT: Reserve Account Hedge Reserve Account Required Reserve Account - - Beg bal - - Current Month Interest received in reserve account - - Ending bal - - Required transfer to/(release from) Account - - Required Ending Balance - - FUNDINGS: CS Commitment Amount 200,000,000.00 Borrowing Base - Loan Balance as of January 25[ ] - Available Credit - Ending Balance on Date of Distribution Beg. Balance Funding/(Paydown) Settlement Date - - - - - - Borrowing Base - EXHIBIT D OFFICER'S CERTIFICATE The undersigned, 2008 DESIGNATED DEFAULTS Nonea Responsible Officer of Trinity Management IV, exceptLLC (the “Servicer”), based on the information available on the date of this Certificate, does hereby certify as follows:

BORROWERS. BODY SHOP OF AMERICA, INC.LIVE OAK BANKING COMPANY, a Florida corporation North Carolina Banking Corporation EASTSIDE DISTILLING INC. By: /s/ Dxxxx Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Lxxxxxxx Xxxxxxxxx Name: NewStar Financial Dxxxx Xxxxxx Lxxxxxxx Xxxxxxxxx, CEO Title: Managing Director NEWSTAR Collateral Analyst Team Lead - VP REDNECK RIVIERA WHISKEY CO., LLC 2005-1, as a Lender By: NewStar Financial, Eastside Distilling Inc., its Sole Member By: /s/ P. Xxxxx Lxxxxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LPLxxxxxxx Xxxxxxxxx, as a Lender CEO MOTHERLODE LLC By: A3 Fund Management LLCEastside Distilling Inc., its General Partner Sole Member By: /s/ Alexander JLxxxxxxx Xxxxxxxxx Lxxxxxxx Xxxxxxxxx, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LPCEO BIG BOTTOM DISTILLING, as a Lender LLC By: A4 Fund Management, Eastside Distilling Inc., its General Partner Manager By: /s/ Alexander JLxxxxxxx Xxxxxxxxx Lxxxxxxx Xxxxxxxxx, Xxxxxxxx NameCEO OUTLANDISH BEVERAGES LLC By: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLCEastside Distilling Inc., as a Lender its Sole Member By: /s/ Alexander JLxxxxxxx Xxxxxxxxx Lxxxxxxx Xxxxxxxxx, Xxxxxxxx NameCEO CRAFT CANNING + BOTTLING, LLC By: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANKEastside Distilling Inc., as a Lender its Sole Member By: /s/ Xxxxxxxx Xxxxx NameLxxxxxxx Xxxxxxxxx Lxxxxxxx Xxxxxxxxx, CEO Modification to Loan Agreement EXHIBIT B Form of Compliance Certificate TO: Xxxxxxxx Xxxxx TitleLIVE OAK BANKING COMPANY Date: Portfolio Manager CAPITALSOURCE FINANCE LLC_____________________ FROM: EASTSIDE DISTILLING INC., as Borrower Representative The undersigned authorized officer of Eastside Distilling Inc., a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated Nevada corporation (“Borrower Representative”), as Borrower Representative for the Borrowers (as defined below), certifies that under the terms and conditions of the Loan Agreement (as amended, restated or otherwise modified, the “Loan Agreement”), dated as of January 2515, 2008 DESIGNATED DEFAULTS None2020, except:by and among Borrower Representative, MotherLode LLC, an Oregon limited liability company (“MotherLode”), Big Bottom Distilling, LLC, an Oregon limited liability company (“Big Bottom”), Craft Canning + Bottling, LLC, an Oregon limited liability company (“Craft”), Redneck Riviera Whiskey Co., LLC, a Tennessee limited liability company (“Redneck”) and Outlandish Beverages LLC, an Oregon limited liability company (“Outlandish” and together with Borrower Representative, MotherLode, Big Bottom, Craft and Redneck, collectively, the “Borrowers”), and Live Oak Banking Company (the “Lender”):

BORROWERS. BODY SHOP OF DELCO REMY INTERNATIONAL, INC. DELCO REMY AMERICA, INC.. DR SALES, a Florida corporation INC. FRANKLIN POWER PRODUCTS, INC. HSG I, INC. HSG II, INC. INTERNATIONAL FUEL SYSTEMS, INC. JAX REMAN, L.L.C. M. & X. XXXXX AUTO PARTS, L.L.C. NABCO, INC. POWRBILT PRODUCTS, INC. REMY LOGISTICS, L.L.C. REMY REMAN, L.L.C. XXXXXXXX TECHNOLOGIES, INC. WORLD WIDE AUTOMOTIVE, L.L.C. By: /s/ Xxxxxx XXXXX X. Xxxx Name: Xxxxxx XXXXX Xxxxx X. Xxxx Xxxxx Title: Vice President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLCAGENT CONGRESS FINANCIAL CORPORATION (Central), as Administrative Agent and US Agent By: Dymas Capital Management Company/s/ Xxxxxxx Vizginda Title: First Vice President REVOLVING LENDERS THE CIT GROUP/BUSINESS CREDIT, LLCINC. WACHOVIA BANK, its Manager NATIONAL ASSOCIATION By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxx Xxxxxxx Title: Vice President Title: Executive Vice President FLEET CAPITAL CORPORATION GMAC BUSINESS CREDIT, LLC By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERSVice President Title: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager Senior Vice President NATIONAL CITY BANK UPS CAPITAL CORPORATION By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager R. Xxxxxxxxx Xxxxx By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Xxxx Hollovat Title: Managing Director NEWSTAR Senior Vice President Title: Portfolio Manager RZB FINANCE LLC 2005-1ORIX FINANCIAL SERVICES, as a Lender By: NewStar Financial, Inc., its Sole Member INC. By: /s/ P. Xxxxxxxxx Xxxxx Xxxxxxxxx Name& Xxxxxx Xxxxxx By: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender ByVice President Title: A3 Fund Management TERM LENDERS FORTRESS CREDIT OPPORTUNITIES I LP BY: FORTRESS CREDIT OPPORTUNITIES I GP LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxxxxxxx XxXxxxxx Title: Vice President A4 FUNDING LPChief Credit Officer REAFFIRMATION OF GUARANTY {Subsidiaries of Delco Remy International, Inc.} December 31, 2003 Congress Financial Corporation (Central), as a Lender By: A4 Fund ManagementAgent 000 X. Xxxxxx Drive Chicago, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Illinois 60606

BORROWERS. BODY SHOP OF AMERICAMATTRESS FIRM, INC., a Florida corporation Delaware corporation, By: /s/ Xxxxxx Xxx X. Xxxx Xxxxx Name: Xxxxxx Xxx X. Xxxx Xxxxx Title: President and Chief Executive Officer CATALOGUE VENTURESCFO MATTRESS FIRM-GEORGIA, INC., a Florida corporation Georgia corporation, By: /s/ Xxxxxx Xxx X. Xxxx Xxxxx Name: Xxxxxx Xxx X. Xxxx Xxxxx Title: Chief Executive Officer Secretary [SIGNATURE PAGE TO AMENDMENT NUMBER THREE TO FINANCING AGREEMENT] GUARANTORS: BODY CENTRAL ACQUISITION MATTRESS HOLDING CORP., a Delaware corporation By: /s/ Xxxxxx Xxx X. Xxxx Xxxxx Name: Xxxxxx Xxx X. Xxxx Xxxxx Title: Treasurer & Secretary MATTRESS FIRM INVESTMENT MANAGEMENT, INC., an Arizona corporation By: /s/ Xxxxxxx X. XxXxxxxxx Name: Xxxxxxx X. XxXxxxxxx Title: Vice President and Chief Executive Officer RINZI AIRFESTRO, L.L.C.INC., a Florida Texas corporation By: /s/ Xxx X. Xxxxx Name: Xxx X. Xxxxx Title: Treasurer & Secretary TEAMEXCEL MANAGEMENT COMPANY, a Texas corporation By: /s/ Xxx X. Xxxxx Name: Xxx X. Xxxxx Title: Treasurer & Secretary MATTRESS FIRM OPERATING, LTD., a Texas limited partnership By: Festro, Inc., its general partner By: /s/ Xxx X. Xxxxx Name: Xxx X. Xxxxx Title: Treasurer & Secretary MATTRESS VENTURE INVESTMENT MANAGEMENT, LLC, an Arizona limited liability company By: /s/ Xxxxxxx X. XxXxxxxxx Name: Xxxxxxx X. XxXxxxxxx Title: Vice President FESTRO II, LLC, a Texas limited liability company By: /s/ Xxx X. Xxxxx Name: Xxx X. Xxxxx Title: Treasurer & Secretary THE MATTRESS VENTURE, L.P., a Texas limited partnership By: Festro II, LLC, its general partner By: /s/ Xxx X. Xxxxx Name: Xxx X. Xxxxx Title: Treasurer & Secretary COLLATERAL AGENT AND ADMINISTRATIVE AGENT: ABLECO FINANCE LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:SVP

BORROWERS. BODY SHOP OF AMERICAAB-XXXXXX PRIVATE EQUITY INVESTORS 2019 (DELAWARE) FUND L.P. By: AB-Xxxxxx Private Equity Investors G.P. L.P., INC., a Florida corporation its general partner By: /s/ Xxxxxx X. Xxxx Xxx Xxxxxxxxxxx Name: Xxxxxx X. Xxxx Xxx Xxxxxxxxxxx Title: VP/Vice President and Chief Executive Officer CATALOGUE VENTURES, INC.Treasurer of AB-PCI AB-XXXXXX PRIVATE EQUITY INVESTORS 2020 (DELAWARE) FUND L.P., a Florida corporation Delaware limited partnership By: AB-Xxxxxx Private Equity Investors 2020 G.P. L.P., a Delaware limited partnership, its general partner By: /s/ Xxxxxx X. Xxxx Xxx Xxxxxxxxxxx Name: Xxxxxx X. Xxxx Xxx Xxxxxxxxxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.VP/Vice President and Treasurer of AB-PCI AB-XXXXXX PRIVATE EQUITY SOLUTIONS 2021 (DELAWARE) FUND L.P., a Delaware corporation limited partnership By: AB-Xxxxxx Private Equity Solutions 2021 G.P. L.P., a Delaware limited partnership, its general partner By: /s/ Xxxxxx X. Xxxx Xxx Xxxxxxxxxxx Name: Xxxxxx X. Xxxx Xxx Xxxxxxxxxxx Title: VP/Vice President and Chief Executive Officer RINZI AIRTreasurer of AB-PCI HSBC – AB Umbrella – Sixth Amendment to Revolving Credit Agreement AB PRIVATE CREDIT INVESTORS MIDDLE MARKET DIRECT LENDING FUND, L.L.C.L.P., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLCAB PRIVATE CREDIT INVESTORS MIDDLE MARKET DIRECT LENDING G.P. L.P., its General Partner By: /s/ Alexander JXxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: VP/Vice President and Treasurer of AB-PCI AB PRIVATE CREDIT INVESTORS CORPORATION By: /s/ Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: VP/Vice President and Treasurer of AB-PCI AB-XXXXXX PRIVATE EQUITY SOLUTIONS 2022 (DELAWARE) FUND L.P., a Delaware limited partnership By: AB-Xxxxxx Private Equity Solutions 2022 G.P. L.P., a Delaware limited partnership, its general partner By: /s/ Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: VP/Vice President and Treasurer of AB-PCI HSBC – AB Umbrella – Sixth Amendment to Revolving Credit Agreement GENERAL PARTNERS: AB-XXXXXX PRIVATE EQUITY INVESTORS G.P. L.P. By: /s/ Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: VP/Vice President and Treasurer of AB-PCI AB-XXXXXX PRIVATE EQUITY INVESTORS 2020 G.P. L.P. By: /s/ Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: VP/Vice President and Treasurer of AB-PCI AB-XXXXXX PRIVATE EQUITY SOLUTIONS 2021 G.P. L.P., a Delaware limited partnership By: /s/ Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: VP/Vice President and Treasurer of AB-PCI AB PRIVATE CREDIT INVESTORS MIDDLE MARKET DIRECT LENDING G.P. L.P., By: /s/ Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: VP/Vice President and Treasurer of AB-PCI AB-XXXXXX PRIVATE EQUITY SOLUTIONS 2022 G.P. L.P., a Delaware limited partnership By: /s/ Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: VP/Vice President and Treasurer of AB-PCI HSBC – AB Umbrella – Sixth Amendment to Revolving Credit Agreement ADMINISTRATIVE AGENT: HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxx Xxxxxxxx Title: Vice President A4 FUNDING LPHSBC – AB Umbrella – Sixth Amendment to Revolving Credit Agreement LENDERS: HSBC BANK USA, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLCNATIONAL ASSOCIATION, as a Lender By: /s/ Alexander J, Xxxxxxxx Xxxxxxx Xxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxxx Xxxxx Title: Senior Vice President NATIONAL CITY Managing Director HSBC – AB Umbrella – Sixth Amendment to Revolving Credit Agreement BANKUNITED, N.A., as a Lender By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: SVP HSBC – AB Umbrella – Sixth Amendment to Revolving Credit Agreement CATHAY BANK, as a Lender By: /s/ Xxxxx Xxxxxxxx Xxxxx Name: Xxxxx Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCSenior Vice President HSBC – AB Umbrella – Sixth Amendment to Revolving Credit Agreement Annex A (Attached) ANNEX A TO FIFTHSIXTH AMENDMENT (Conformed Credit Agreement through FifthSixth Amendment) REVOLVING CREDIT AGREEMENT AB-XXXXXX PRIVATE EQUITY INVESTORS 2019 (DELAWARE) FUND L.P., as the Initial Borrower AB-XXXXXX PRIVATE EQUITY INVESTORS G.P. L.P., as the Initial General Partner and HSBC BANK USA, NATIONAL ASSOCIATION, as the Administrative Agent and a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25June 14, 2008 DESIGNATED DEFAULTS None, except:2019 TABLE OF CONTENTS Page

BORROWERS. BODY SHOP OF AMERICAPOSTROCK ENERGY SERVICES CORPORATION, INC., as a Florida corporation Borrower By: /s/ Xxxxx X. Xxxxxx X. Xxxx Name: Xxxxx X. Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURESPOSTROCK MIDCONTINENT PRODUCTION, INC.LLC, as a Florida corporation Borrower, By:POSTROCK ENERGY SERVICES CORPORATION, Its sole member By: /s/ Xxxxx X. Xxxxxx X. Xxxx Name: Xxxxx X. Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIRGUARANTORS: POSTROCK ENERGY CORPORATION, L.L.C., a Florida limited liability company as Guarantor By: /s/ Xxxxx X. Xxxxxx X. Xxxx Name: Xxxxx X. Xxxxxx Title: President and Chief Executive Officer STP NEWCO, INC., a Delaware corporation, as a Guarantor By: /s/ Xxxxx X. Xxxx Xxxxxx Name: Xxxxx X. Xxxxxx Title: President and Chief Executive Officer POSTROCK EASTERN PRODUCTION, LLC, a Delaware limited liability company, as Guarantor By: POSTROCK ENERGY SERVICES CORPORATION, a Delaware corporation, its sole member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President and Chief Executive Officer POSTROCK HOLDCO, LLC, a Delaware limited liability company, as Guarantor By: POSTROCK ENERGY SERVICES CORPORATION, a Delaware corporation, its sole member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYCITIBANK, LLCN.A., as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager and Collateral Agent By: /s/ Xxxx Xxxxxx X. Xxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxx Title: Managing Director Senior Vice President AGREED TO AS OF THE FIRST AMENDMENT EFFECTIVE DATE BY THE FOLLOWING REQUIRED LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.L/C ISSUER AND LENDER: CITIBANK, N.A., as a Lender and L/C Issuer By: /s/ Xxxx Xxxxxx Xxxx Xxxxxx Senior Vice President LENDERS: CADENCE BANK, N.A., as Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Xxxxxxx Xxxxxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxxx Xxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY COMPASS BANK, as a Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCManaging Director ONEWEST BANK, N.A., as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated Executive Vice President TEXAS CAPITAL BANK, N.A., as Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: VP – Energy Lending SCHEDULE 2.01 REVOLVING COMMITMENTS Lender Revolving Commitment Pro Rata Share of January 25Redetermined Borrowing Base Pro Rata Share Citibank, 2008 DESIGNATED DEFAULTS NoneN.A. $57,777,777.78 $21,955,555.56 28.0000000000% Cadence Bank, except:N.A. $40,000,000.00 $15,200,000.00 20.0000000000% Compass Bank $40,000,000.00 $15,200,000.00 20.0000000000% OneWest Bank, N.A. $40,000,000.00 $15,200,000.00 20.0000000000% Texas Capital Bank, N.A. $22,222,222.22 $8,444,444.44 11.1111111111% TOTAL: $200,000,000.00 $76,000,000.00 100.00%

BORROWERS. BODY SHOP ANNTAYLOR, INC. By: /s/ James M. Smith --------------------------- Name: James M. Smith Title: Sxxxxx Xxxx Xxxsident, Chief Financial Officer and Treasurer ANNCO, INC. By: /s/ James M. Smith ---------------------------- Name: James M. Smith Title: Cxxxx Xxxxxxxxx Officer ANNTAYLOR DISTRIBUTION SERVICES, INC. By: /s/ James M. Smith ----------------------------- Name: James M. Smith Title: Sxxxxx Xxxx Xxxsident and Treasurer ANNTAYLOR RETAIL, INC. By: /s/ James M. Smith ----------------------------- Name: James M. Smith Title: Sxxxxx Xxxx Xxxsident and Treasurer ADMINSTRATIVE AGENT AND ----------------------- COLLATERAL AGENT: ---------------- BANK OF AMERICA, INC.N.A., a Florida corporation as the Agent By: /s/ Xxxxxx X. Xxxx Jang S. Kim ------------------------------ Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Jang S. Kim Title: Vice President A4 FUNDING LPPresxxxxx LENDERS: ------- BANK OF AMERICA, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLCN.A., as a Lender By: /s/ Alexander J, Xxxxxxxx Jang S. Kim ------------------------------ Name: Xxxxxxxxx X. Xxxxxxxx Jang S. Kim Title: Senior Vice President NATIONAL CITY Presxxxxx Address for Notices: Bank of America, N.A. 335 Madison Avenue New Xxxx, Xxx Xxxx 00000 Xxxxxxxxx: Xxxxxxxx Xxedit- Account Executive Telephone No.: (212) 503-7637 Facsimilx Xx.: (000) 003-7340 Payment Xxxxxxxxxxxx: Payment Instructions: Bank of America, N.A. 1850 Gateway Boulevard Xxxxxxx, XX 00000 XXX Xx.: 000-000-000 Account Namx: Xxxx xx America Business Credit Account No.: 1235303848 Reference: AnnTaylor, Inc. Address for Letter of Credit Fee Payment: Bank of America, N.A. 1850 Gateway Boulevard Xxxxxxx, XX 00000 XXX Xx.: 000-000-000 Account Namx: Xxxx xx America Business Credit Account No.: 1235303848 Reference: AnnTaylor, Inc. JPMORGAN CHASE BANK, as a Syndication Agent and as a Lender By: /s/ Xxxxxxxx Xxxxx Meredith Vanden Handel ------------------------------ Name: Xxxxxxxx Meredith Vanden Handel Xxxxx: Vice President Address for Notices: ________________________________ JPMORGAN CHASE BANK 1411 Broadway, 5th Floor Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxxx: Xxxxx TitleX. Xxansue Telephxxx Xx.: Portfolio Manager CAPITALSOURCE FINANCE LLC(000) 391-2208 Facsimilx Xx.: (000) 391-2102 Paymenx Xxxxxxxxxxxx: _______________________________ JPMORGAN CHASE BANK 4 Metrotech Xxxxxx Xxxxxxxx, Xxx Xxxx 00000 XXX Xx.: 000000000 Account Name: Xxxxxxxxal Loan #9420 Account No.: _________________ Reference: AnnTaylor, Inc. Address for Letter of Credit Fee Payment: ________________________________ ABA No.: 021000021 Standby L/C Dxxxxxxxxx 10420 Highland Manor Drive 0xx Xxxxx Xxxxx, Xxxxxxx 00000 Xxx Xxxxxx Xx.: 000000754 Reference: AnnTaylor, Inc. WACHOVIA BANK, NATIONAL ASSOCIATION, as a Syndication Agent and as a Lender By: /s/ Todd Tucker ----------------------------- Name: Todd Tucker Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25Senixx Xxxx Xxxsident Address for Notices: Wachovia Bank, 2008 DESIGNATED DEFAULTS NoneNational Association 201 South College Street Xxxxxxxxx, except:Xxxxx Xxxxxxxx 00000 Xxxxxxxxx: Xxxx Xxxxxr Telephone Nx.: (000) 383-0905 Facsimilx Xx.: (000) 715-0097

BORROWERS. BODY SHOP OF AMERICACYPRESS ENERGY PARTNERS, INC.L.P., as Borrowers’ Agent and as a Florida corporation Borrower By: Cypress Energy Partners GP, LLC, its general partner By: /s/ Xxxxx X. Xxxxxx X. Xxxx III Name: Xxxxx X. Xxxxxx X. Xxxx III Title: President and Chief Executive Officer CATALOGUE VENTURESTULSA INSPECTION RESOURCES – CANADA ULC, INC.as the Canadian Borrower By: Cypress Energy Partners GP, a Florida corporation LLC, its sole member By: /s/ Xxxxx X. Xxxxxx X. Xxxx III Name: Xxxxx X. Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx III Title: President and Chief Executive Officer RINZI AIRDEUTSCHE BANK AG, L.L.C.NEW YORK BRANCH, a Florida limited liability company as Lender, Swing Line Lender, Issuing Bank, and Collateral Agent By: /s/ Xxxxxx X. Xxxx Xxxxx Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxx Xxxxxxx Title: President Director By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director [Signature Page to Amended and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLCRestated Credit Agreement] DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager Deutsche Bank National Trust Company By: /s/ Xxxxxx X. Xxxxx Xxxxxxx Name: Xxxxxx X. Xxxxx Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Xxxx Xxxxxxx Name: Xxxxxxxxxxx Xxx Xxxx Xxxxxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLCBOKF, as N.A. d/b/a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLCBank of Oklahoma, as a Lender By: /s/ Alexander JXxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY SVP COMERICA BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Xxxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxx Xxxx Xxxxxxxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCVice President BANK SNB, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: VP XXXXXX BANK, as a Lender By: /s/ C.T. Young Name: C.T. Young Title: SVP ARVEST BANK, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP TO AMENDED AND RESTATED CREDIT AGREEMENT LENDERS, COMMITMENTS AND APPLICABLE LENDING OFFICES EXHIBIT A A-1 TO WAIVER AND THIRD AMENDMENT TO FINANCING CREDIT AGREEMENT Dated FORM OF REVOLVING FACILITY NOTE $[ ] [DATE] The undersigned Borrowers (collectively, the “Borrowers”), for value received, hereby jointly and severally promise to pay to [NAME OF LENDER] (the “Lender”) the principal sum of [AMOUNT] ($[ ]) or, if less, the amount of Revolving Facility Loans loaned by the Lender to the Borrowers pursuant to the Credit Agreement referred to below, in lawful money of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement. This Revolving Facility Note is issued pursuant to, and is entitled to the benefits of, that certain Amended and Restated Credit Agreement, dated as of January 25May 29, 2008 DESIGNATED DEFAULTS None2018, except:by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender, collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and evidences the Revolving Facility Loans made by the Lender to the Borrowers thereunder. All capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement. This Revolving Facility Note is also entitled to the benefits of any Guaranty and is secured by the Collateral. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Revolving Facility Note, except any notices required under the terms of the Credit Agreement. THIS REVOLVING FACILITY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK. [Signature Page Follows] BORROWERS: CYPRESS ENERGY PARTNERS, L.P., By: Cypress General Partners GP, LLC, its general partner By: Name: Xxxxx X. Xxxxxx III Title: President and Chief Executive Officer TULSA INSPECTION RESOURCES, LLC By: Cypress Energy Partners, LLC, its manager By: Name: Xxxxx X. Xxxxxx III Title: President and Chief Executive Officer TO CREDIT AGREEMENT FORM OF SWING LINE NOTE $[ ] [DATE] The undersigned Borrowers (collectively, the “Borrowers”), for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line Lender”) the principal sum of [AMOUNT] ($[ ]) or, if less, the amount of Swing Line Loans loaned by the Swing Line Lender to the Borrowers pursuant to the Credit Agreement referred to below, in lawful money of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement. This Swing Line Note is issued pursuant to, and is entitled to the benefits of, that certain Amended and Restated Credit Agreement, dated as of May 29, 2018, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender, collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and evidences the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunder. All capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement. This Swing Line Note is also entitled to the benefits of any Guaranty and is secured by the Collateral. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Swing Line Note, except any notices required under the terms of the Credit Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK. [Signature Page Follows] BORROWERS: CYPRESS ENERGY PARTNERS, L.P., By: Cypress General Partners GP, LLC, its general partner By: Name: Xxxxx X. Xxxxxx III Title: President and Chief Executive Officer TULSA INSPECTION RESOURCES, LLC By: Cypress Energy Partners, LLC, its manager By: Name: Xxxxx X. Xxxxxx III Title: President and Chief Executive Officer EXHIBIT B TO CREDIT AGREEMENT FORM OF SECURITY AGREEMENT [SEPARATELY PROVIDED] EXHIBIT C TO CREDIT AGREEMENT FORM OF GUARANTEE AGREEMENT EXHIBIT D-1 TO CREDIT AGREEMENT FORM OF

BORROWERS. BODY SHOP OF AMERICAMETALICO, INC. AMERICAN CATCON, INC. BUFFALO SHREDDING AND RECOVERY, LLC FEDERAL AUTOCAT RECYCLING, L.L.C. XXXXXXX SERVICES, INC. HYPERCAT ADVANCED CATALYST PRODUCTS, LLC MAYCO INDUSTRIES, INC. METALICO AKRON, INC. METALICO ALUMINUM RECOVERY, INC. METALICO BUFFALO, INC. METALICO JBI CLEVELAND, LLC METALICO PITTSBURGH, INC. METALICO ROCHESTER, INC. METALICO TRANSFER, INC. METALICO TRANSPORT, INC. METALICO YOUNGSTOWN, INC. SANTA XXXX LEAD PRODUCTS, INC. SKYWAY AUTO PARTS, INC. TOTALCAT GROUP, INC. TRANZACT CORPORATION By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Authorized Representative GUARANTORS: XXXX XXXXXX, LLC ADRIANA ELEVEN, LLC XXXXXXX MAIN, LLC XXXXXXXXX XXXX, LLC XXXXXXXXX XXXXX LLC XXXXX XXXXXX, LLC GENERAL SMELTING & REFINING, INC. MACKENZIE SOUTH, LLC MEGAN DIVISION, LLC XXXXXXX XXXXX LLC METALICO AKRON REALTY, INC. METALICO ALABAMA REALTY, INC. METALICO COLLIERS REALTY, INC. METALICO-GRANITE CITY, INC. METALICO GULFPORT REALTY, INC. METALICO NEVILLE REALTY, INC. METALICO NEW YORK, INC. METALICO SYRACUSE REALTY, INC. METALICO TRANSFER REALTY, INC. XXXXXX XXXXXXXX, LLC RIVER HILLS BY THE RIVER, INC. WEST COAST SHOT, INC. By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Authorized Representative PNC BANK, NATIONAL ASSOCIATION, as Service Agent By: /s/ Xxxxx Xxxxxx ------------------------- Name: Xxxxx Xxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President TPG SPECIALTY LENDING, INC., a Florida corporation as Agent and Lead Arranger By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxxxxx Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTDCEO TPG SPECIALTY LENDING, INC., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Xxxxxxx Xxxxxxx Name: Xxxxxxxxxxx Xxx Xxxxxxx Xxxxxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLCCEO Term Loan A Commitments Lender Term Loan A Commitment Pro Rata Share TPG Specialty Lending, as a Inc. $ 37,000,000.00 100 % Total $ 37,000,000.00 100 % Term Loan B Commitments Lender By: NewStar FinancialTerm Loan B Commitment Pro Rata Share TPG Specialty Lending, Inc.Inc. $ 23,000,000.00 100 % Total $ 23,000,000.00 100 % Revolving Commitments Lender Revolving Commitment Pro Rata Share PNC Bank, its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT National Association $ 65,000,000.00 100 % Total $ 65,000,000.00 100 % APPENDIX B TO FINANCING AGREEMENT Dated Notice Addresses METALICO, INC. Metalico, Inc. 000 Xxxxx Xxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxx Facsimile: 908-497-9610 Email: with a copy to: Metalico, Inc. 000 Xxxxx Xxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: General Counsel Facsimile: 908-497-9610 Email: TPG SPECIALTY LENDING, INC., as of January 25Agent and Lead Arranger Principal Office: TPG Specialty Lending, 2008 DESIGNATED DEFAULTS NoneInc. 000 Xxxxxxxx Xxxxxx, exceptXxxxx 0000 Xxxx Xxxxx, Xxxxx 00000 Attention: Legal and Compliance Department Facsimile: 000-000-0000 Email: with a copy to: TPG Specialty Lending, Inc. 000 0xx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxx Email: Xxxxxxx Xxxx & Xxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxxx X. Xxxxxxx, Esq. Facsimile: 000-000-0000 Email: PNC BANK, NATIONAL ASSOCIATION, as Service Agent Principal Office: PNC Bank, National Association 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxxxx Facsimile: 212-303-0060 Email: with a copy to: Xxxx & Hessen LLP 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Facsimile: Xxxxxx X. Xxxx 212-478-7400 Email:

BORROWERS. BODY SHOP OF AMERICABLACKROCK, INC., a Florida corporation as Borrower and Guarantor By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Managing Director and Treasurer BLACKROCK GROUP LIMITED, as Designated Borrower By: /s/ Xxxxx XxxXxxxxx Name: Xxxxx XxxXxxxxx Title: Director BLACKROCK HOLDINGS DEUTSCHLAND GMBH, as Designated Borrower By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Geschäftsführer By: Name: Title: BlackRock, Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages AGENT AND LENDERS: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender, L/C Agent and Lender By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Managing Director BlackRock, Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages CITIBANK, N.A., as Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory BlackRock, Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages JPMORGAN CHASE BANK, N.A., as Lender By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President and Chief Executive Officer CATALOGUE VENTURESBlackRock, INC.Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages XXXXXX XXXXXXX BANK, a Florida corporation N.A., as Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory BlackRock, Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages BANK OF AMERICA, N.A., as Lender By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President BlackRock, Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages BARCLAYS BANK PLC, as Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Assistant Vice President BlackRock, Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages DEUTSCHE BANK AG NEW YORK BRANCH, as Lender By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Vice President BlackRock, Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages HSBC BANK USA, NATIONAL ASSOCIATION, as Lender By: /s/ Xxxxxxxxx X. Xxx Name: Xxxxxxxxx X. Xxx Title: Director BlackRock, Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages THE ROYAL BANK OF SCOTLAND plc, as Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director BlackRock, Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages UBS AG, STAMFORD BRANCH, as Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director Banking Products Services, US By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Associate Director Banking Products Services, US BlackRock, Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages CREDIT SUISSE AG, Cayman Islands Branch, as Lender By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORSDirector By: BODY CENTRAL ACQUISITION CORP/s/ Sanja Gazahi Name: Sanja Gazahi Title: Associate BlackRock, Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages MIZUHO CORPORATE BANK, LTD., a Delaware corporation as Lender By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory BlackRock, Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages XXXXXXX SACHS BANK USA, as Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory BlackRock, Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages STATE STREET BANK AND TRUST COMPANY, as Lender By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Vice President BlackRock, Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages THE BANK OF NEW YORK MELLON, as Lender By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Title: Vice President and Chief Executive Officer RINZI AIRBlackRock, L.L.C.Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages ROYAL BANK OF CANADA, a Florida limited liability company as Lender By: /s/ Xxxx XxXxxx Name: Xxxx XxXxxx Title: Authorized Signatory BlackRock, Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages U.S. BANK NATIONAL ASSOCIATION, as Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: SVP BlackRock, Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages BNP PARIBAS, as Lender By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Co-Head of Fixed Income Americas By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYManaging Director BlackRock, LLCInc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, as Administrative Agent Lender By: Dymas Capital Management Company, LLC, its Manager /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: MD By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.BlackRock, Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages BANCO SANTANDER, S.A., NEW YORK BRANCH, as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxx Xxxx-Xxxxxxxx Name: Xxxxxxxxx X. Xxxx Xxxx-Xxxxxxxx Title: Executive Director Banco Santander, S.A., New York Branch By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President NATIONAL CITY Banco Santander, S.A., New York Branch BlackRock, Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages SOCIETE GENERALE, as Lender By: /s/ Xxxxxxx Xx Name: Xxxxxxx Xx Title: Director BlackRock, Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages STANDARD CHARTERED BANK, as Lender By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director & Head of Funds, Americas By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Manager BlackRock, Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages SUMITOMO MITSUI BANKING CORPORATION, as a Lender and as the Japanese Yen Lender By: /s/ Xxxxxxxx Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: General Manager BlackRock, Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages NOMURA INTERNATIONAL PLC, as Lender By: /s/ Xxxx X. Xxxxx Name: Xxxxxxxx Xxxx X. Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCManaging Director BlackRock, Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25Vice President BlackRock, 2008 DESIGNATED DEFAULTS None, except:Inc. Amendment No. 2 to Five-Year Revolving Credit Agreement (2013) Signature Pages Exhibit A

BORROWERS. BODY SHOP TRANS WORLD ENTERTAINMENT CORPORATION, as Lead Borrower and Borrower By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary MOVIES PLUS, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary RECORD TOWN, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary RECORD TOWN USA, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary RECORD TOWN UTAH, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANS WORLD NEW YORK, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANS WORLD FLORIDA, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary FACILITY GUARANTOR: MEDIA LOGIC USA, LLC By: Record Town, Inc., its sole member By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary BANK OF AMERICA, INC.N.A., a Florida corporation as Administrative Agent, Collateral Agent, Swingline Lender, Issuing Bank and Lender By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxx Xxxxx X. Xxxxxxx Title: Managing Director LENDERSAddress: XXXXXXXXX FINANCIAL CAYMAN LTD.00 Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attn: Xxxxx X. Xxxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 LASALLE BANK NATIONAL ASSOCIATION, as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Xxxx Xxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxx Xxxxx Title: Senior Vice President NATIONAL CITY Address: 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attn: Xxxx Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Xxxxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxxxx Xxxxx X. Xxxxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender ByVice President Address: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:One Chase Square; T-25

BORROWERS. BODY SHOP OF AMERICA, INC.AB-ABBOTT PRIVATE EQUITY INVESTORS 2019 (DELAWARE) FUND L.P., a Florida corporation Delaware limited partnership By: AB-Abbott Private Equity Investors G.P. L.P., a Delaware limited partnership, its general partner By: /s/ Xxxxxx X. Xxxx Xxx Xxxxxxxxxxx Name: Xxxxxx X. Xxxx Xxx Xxxxxxxxxxx Title: VP/Vice President and Chief Executive Officer CATALOGUE VENTURES, INC.Treasurer of AB-PCI AB-ABBOTT PRIVATE EQUITY INVESTORS 2020 (DELAWARE) FUND L.P., a Florida corporation Delaware limited partnership By: AB-Abbott Private Equity Investors 2020 G.P. L.P., a Delaware limited partnership, its general partner By: /s/ Xxxxxx X. Xxxx Xxx Xxxxxxxxxxx Name: Xxxxxx X. Xxxx Xxx Xxxxxxxxxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.VP/Vice President and Treasurer of AB-PCI HSBC – AB Umbrella – Ninth Amendment to Revolving Credit Agreement AB-ABBOTT PRIVATE EQUITY SOLUTIONS 2021 (DELAWARE) FUND L.P., a Delaware corporation limited partnership By: AB-Abbott Private Equity Solutions 2021 G.P. L.P., a Delaware limited partnership, its general partner By: /s/ Xxxxxx X. Xxxx Xxx Xxxxxxxxxxx Name: Xxxxxx X. Xxxx Xxx Xxxxxxxxxxx Title: VP/Vice President and Chief Executive Officer RINZI AIRTreasurer of AB-PCI AB PRIVATE CREDIT INVESTORS MIDDLE MARKET DIRECT LENDING FUND, L.L.C.L.P., a Florida Delaware limited liability company partnership By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYAB Private Credit Investors Middle Market Direct Lending G.P. L.P., LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLCDelaware limited partnership, its General Partner By: /s/ Alexander JXxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: VP/Vice President and Treasurer of AB-PCI AB PRIVATE CREDIT INVESTORS CORPORATION, a Maryland corporation By: /s/ Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: VP/Vice President and Treasurer of AB-PCI HSBC – AB Umbrella – Ninth Amendment to Revolving Credit Agreement AB-ABBOTT PRIVATE EQUITY SOLUTIONS 2022 (DELAWARE) FUND L.P., a Delaware limited partnership By: AB-Abbott Private Equity Solutions 2022 G.P. L.P., a Delaware limited partnership, its general partner By: /s/ Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: VP/Vice President and Treasurer of AB-PCI AB-ABBOTT PRIVATE EQUITY SOLUTIONS 2023 (DELAWARE) FUND L.P., a Delaware limited partnership By: AB-Abbott Private Equity Solutions 2023 G.P. L.P., a Delaware limited partnership, its general partner By: /s/ Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: VP/Vice President and Treasurer of AB-PCI HSBC – AB Umbrella – Ninth Amendment to Revolving Credit Agreement GENERAL PARTNERS: AB-ABBOTT PRIVATE EQUITY INVESTORS G.P. L.P., a Delaware limited partnership By: /s/ Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: VP/Vice President and Treasurer of AB-PCI AB-ABBOTT PRIVATE EQUITY INVESTORS 2020 G.P. L.P., a Delaware limited partnership By: /s/ Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: VP/Vice President and Treasurer of AB-PCI AB-ABBOTT PRIVATE EQUITY SOLUTIONS 2021 G.P. L.P., a Delaware limited partnership By: /s/ Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: VP/Vice President and Treasurer of AB-PCI AB PRIVATE CREDIT INVESTORS MIDDLE MARKET DIRECT LENDING G.P. L.P., a Delaware limited partnership By: /s/ Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: VP/Vice President and Treasurer of AB-PCI HSBC – AB Umbrella – Ninth Amendment to Revolving Credit Agreement AB-ABBOTT PRIVATE EQUITY SOLUTIONS 2022 G.P. L.P., a Delaware limited partnership By: /s/ Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: VP/Vice President and Treasurer of AB-PCI AB-ABBOTT PRIVATE EQUITY SOLUTIONS 2023 G.P. L.P., a Delaware limited partnership By: /s/ Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: VP/Vice President and Treasurer of AB-PCI HSBC – AB Umbrella – Ninth Amendment to Revolving Credit Agreement ADMINISTRATIVE AGENT: HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxx Xxxxxxxx Title: Vice President A4 FUNDING LPHSBC – AB Umbrella – Ninth Amendment to Revolving Credit Agreement LENDERS: HSBC BANK USA, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLCNATIONAL ASSOCIATION, as a Lender By: /s/ Alexander J, Xxxxxxxx Xxxxxx Xxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxx Xxxxx Title: Senior Vice President NATIONAL CITY Managing Director HSBC – AB Umbrella – Ninth Amendment to Revolving Credit Agreement CATHAY BANK, as a Lender By: /s/ Xxxxx Xxxxxxxx Xxxxx Name: Xxxxx Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCSenior Vice President HSBC – AB Umbrella – Ninth Amendment to Revolving Credit Agreement EXITING LENDER: BANKUNITED, N.A., as a the Exiting Lender By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: EXHIBIT SVP HSBC – AB Umbrella – Ninth Amendment to Revolving Credit Agreement Annex A (Attached) ANNEX A TO WAIVER AND THIRD EIGHTHNINTH AMENDMENT TO FINANCING (Conformed Credit Agreement through EIGHTHNinth Amendment) REVOLVING CREDIT AGREEMENT Dated AB-ABBOTT PRIVATE EQUITY INVESTORS 2019 (DELAWARE) FUND L.P., as of January 25the Initial Borrower AB-ABBOTT PRIVATE EQUITY INVESTORS G.P. L.P., 2008 DESIGNATED DEFAULTS Noneas the Initial General Partner and HSBC BANK USA, except:NATIONAL ASSOCIATION, as the Administrative Agent and a Lender June 14, 2019 TABLE OF CONTENTS Page

BORROWERS. BODY SHOP OF AMERICAAPEX GLOBAL BRANDS, INC.. (f/k/a Cherokee Inc.), a Florida corporation as U.S. Borrower By: /s/ Xxxxxx X. Xxxx Xxxxx Xxxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Xxxxx Xxxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL XXXXX ACQUISITION CORP.COMPANY B.V., a Delaware corporation as Dutch Borrower By: /s/ Xxxxxx X. Xxxx Xxxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Xxxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE Managing Director GUARANTORS: APEX GLOBAL BRANDS, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer SPELL C. LLC By: APEX GLOBAL BRANDS, INC., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer CHEROKEE BRANDS LLC By: APEX GLOBAL BRANDS, INC., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer HAWK 900 BRANDS LLC By: APEX GLOBAL BRANDS, INC., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer EDCA LLC By: APEX GLOBAL BRANDS, INC., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer FFS HOLDINGS, LLC By: APEX GLOBAL BRANDS, INC., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer FLIP FLOP SHOES FRANCHISE COMPANY, LLC By: FFS HOLDINGS, LLC, as a Lender its sole member By: APEX GLOBAL BRANDS, INC., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: EXHIBIT A TO WAIVER Chief Executive Officer HI-TEC SPORTS INTERNATIONAL HOLDINGS B.V. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer HI-TEC SPORTS PLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer HI-TEC INTERNATIONAL HOLDINGS B.V. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer HI-TEC SPORTS UK LIMITED By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer HI-TEC NEDERLAND B.V. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer COLLATERAL AGENT AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated ADMINISTRATIVE AGENT: CALLODINE COMMERCIAL FINANCE, LLC (as of January 25successor to Xxxxxx Xxxxxxxx Finance Company) By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director LENDERS: CALLODINE COMMERCIAL FINANCE SPV, 2008 DESIGNATED DEFAULTS NoneLLC (f/k/a Xxxxxx Xxxxxxxx Finance Company, except:LLC) By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director XXXXXX XXXXXXXX BRANDS, LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President 1903 PARTNERS, LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Secretary

BORROWERS. BODY SHOP OF AMERICAWITNESS/ATTEST: OREGON METALLURGICAL, LLC, an Oregon limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: ALLEGHENY XXXXXX, LLC, a Pennsylvania limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: TDY INDUSTRIES, LLC, a California limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: INTERNATIONAL HEARTH MELTING, LLC, an Oregon limited liability company By: Oregon Metallurgical, LLC, its Sole Manager /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President BORROWERS (Continued) WITNESS/ATTEST: ATI PRECISION FINISHING, LLC, a Pennsylvania limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: TITANIUM WIRE CORPORATION, a Pennsylvania corporation /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: ENVIRONMENTAL, INC., a Florida California corporation /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: ATI TITANIUM LLC, a Delaware limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President BORROWERS (Continued) WITNESS/ATTEST: ATI FLOWFORM PRODUCTS, LLC, a Delaware limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: President WITNESS/ATTEST: ATI XXXXXX LLC, a Wisconsin limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: ATI XXXXXX MACHINING, INC., a Nevada corporation /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President BORROWERS (Continued) WITNESS/ATTEST: CHEN-TECH INDUSTRIES, INC., a Nevada corporation /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: PACIFIC CAST TECHNOLOGIES, INC., a Nevada corporation /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: ATI POWDER METALS LLC, a Pennsylvania limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: ATI FLAT ROLLED PRODUCTS HOLDINGS, LLC, a Pennsylvania limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President GUARANTORS: WITNESS/ATTEST: ATI FUNDING CORPORATION, a Delaware corporation /s/ Xxxxxx Xxxx By: /s/ Rose Xxxxx Xxxxxx Name: Rose Xxxxx Xxxxxx Title: President WITNESS/ATTEST: TDY HOLDINGS, LLC, a Delaware limited liability company /s/ Xxxxxx Xxxx By: /s/ Rose Xxxxx Xxxxxx Name: Rose Xxxxx Xxxxxx Title: President WITNESS/ATTEST: ATI OPERATING HOLDINGS, LLC, a Delaware limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: President WITNESS/ATTEST: ATI PROPERTIES, LLC., a Delaware limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President [SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT] GUARANTORS (Continued): WITNESS/ATTEST: ALC FUNDING CORPORATION, a Delaware corporation /s/ Xxxxxx Xxxx By: /s/ Rose Xxxxx Xxxxxx Name: Rose Xxxxx Xxxxxx Title: President and Chief Executive Officer CATALOGUE VENTURESWITNESS/ATTEST: ALLEGHENY TECHNOLOGIES INCORPORATED, a Delaware corporation /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Senior Vice President WITNESS/ATTEST: ATI CANADA HOLDINGS, INC., a Florida Delaware corporation /s/ Xxxxxx Xxxx By: /s/ Xxxxxx Xxxxxxx X. Xxxx XxXxxxxx Name: Xxxxxx Xxxxxxx X. Xxxx XxXxxxxx Title: Chief Executive Officer GUARANTORSPresident WITNESS/ATTEST: BODY CENTRAL ACQUISITION ALLEGHENY TECHNOLOGIES INTERNATIONAL, INC., a California corporation /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: President GUARANTORS (Continued): WITNESS/ATTEST: AII INVESTMENT CORP., a Delaware corporation /s/ Xxxxxx Xxxx By: /s/ Rose Xxxxx Xxxxxx X. Xxxx Name: Rose Xxxxx Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIRWITNESS/ATTEST: ATI ALLEGHENY XXXXXX, L.L.C.INC., a Florida Massachusetts corporation /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: TI OREGON, INC., an Oregon corporation /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: XXXXXX STEEL, LLC, a Pennsylvania limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxx Xxxxxxx X. Xxxx XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President GUARANTORS (Continued): WITNESS/ATTEST: JEWEL ACQUISITION, LLC, a Delaware limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: AII ACQUISITION, LLC, a Pennsylvania limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENTWITNESS/ATTEST: DYMAS FUNDING COMPANYATI FRP PROPERTIES, LLC, a Delaware limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: President LENDERS: PNC BANK, NATIONAL ASSOCIATION, As Lender and as Administrative Agent By: Dymas Capital Management Company/s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President Three PNC Plaza, LLCSixth Floor 000 Xxxxx Xxxxxx Xxxxxxxxxx, its Manager XX 00000 Revolving Commitment Percentage: 21.2500000000% Revolving Commitment Amount $85,000,000.00 Term Loan Commitment Percentage: 63.7500000000% Term Loan Commitment Amount $63,750,000.00 BANK OF AMERICA, N.A. By: /s/ Xxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx Xxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LPFour Penn Center, as a Lender By0000 XXX Xxxx. Xxxxxxxxxxxx, XX 00000 Attention: A4 Fund ManagementXxxxx X. Xxxxxxxx, Inc.Vice President; XX Xx. Portfolio Specialist Revolving Commitment Percentage: 17.5000000000% Revolving Commitment Amount $70,000,000.00 Term Loan Commitment Percentage: 16.2500000000% Term Loan Commitment Amount $16,250,000.00 [SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT] CITIBANK, its General Partner N.A. By: /s/ Alexander JXxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President and Director 000 Xxxxxxxxx Xx. Xxx Xxxx, XX 00000 Revolving Commitment Percentage: 12.5000000000% Revolving Commitment Amount $50,000,000.00 Term Loan Commitment Percentage: 20.0000000000% Term Loan Commitment Amount $20,000,000.00 [SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT] JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President 000 Xxxxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Revolving Commitment Percentage: 11.2500000000% Revolving Commitment Amount $45,000,000.00 Term Loan Commitment Percentage: 0.00% Term Loan Commitment Amount $0.00 [SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT] MUFG UNION BANK, N.A. By: /s/ Xxxxx Hosteau Name: Xxxxx Xxxxxxxx Title: Director 000 Xxxxx Xxxxxxxx Xxxxxx Los Angeles, CA 90071 Revolving Commitment Percentage: 12.5000000000% Revolving Commitment Amount $50,000,000.00 Term Loan Commitment Percentage: 0.00% Term Loan Commitment Amount $0.00 [SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT] THE BANK OF NEW YORK MELLON By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxxxx Xxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLCDirector 000 Xxxxx Xxxxxx, as a Lender 00xx Xxxxx Xxxxxxxxxx, XX 00000-0000 Revolving Commitment Percentage: 8.7500000000% Revolving Commitment Amount $35,000,000.00 Term Loan Commitment Percentage: 0.00% Term Loan Commitment Amount $0.00 [SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT] CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, the “Exiting Lender” By: /s/ Alexander J, Xxxxxxxx Xxxxxx Xxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxx Xxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender Authorized Signatory By: /s/ Xxxxxxxx Xxxxxx Xxxxx Name: Xxxxxxxx Xxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE Authorized Signatory Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Revolving Commitment Percentage: 0.00% Revolving Commitment Amount $0.00 Term Loan Commitment Percentage: 0.00% Term Loan Commitment Amount $0.00 [SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT] XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Signatory 0000 Xxxxxxxx Xxx., Xxxxx 0000 Xxxx Xxxxx Xxxxxx, XX 00000 Revolving Commitment Percentage: 11.2500000000% Revolving Commitment Amount $45,000,000.00 Term Loan Commitment Percentage: 0.00% Term Loan Commitment Amount $0.00 [SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT] HSBC Bank USA, N.A. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Assistant Vice President 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Revolving Commitment Percentage: 5.0000000000% Revolving Commitment Amount $20,000,000.00 Term Loan Commitment Percentage: 0.00% Term Loan Commitment Amount $0.00 ACKNOWLEDGMENT COMMONWEALTH OF COUNTY OF PENNSYLVANIA ) COUNTY OF ALLEGHENY ) On this, the 8th day of June, 2017, before me, a Notary Public, personally appeared Xxxxxxx X. XxXxxxxx, who acknowledged himself to be the Executive Vice President of Oregon Metallurgical, LLC, an Oregon limited liability company (the “Company”), and that he, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as such officer of January 25the Company, 2008 DESIGNATED DEFAULTS None, except:executed the foregoing instrument for the purposes therein contained by signing his name on behalf of the Company.

BORROWERS. BODY SHOP OF AMERICAXXXX-XXXXX STORES, INC., as the Administrative Borrower and a Florida corporation Borrower By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President XXXX-XXXXX SUPERMARKETS, INC. XXXX-XXXXX XXXXXXXXXX, INC. XXXX-XXXXX PROCUREMENT, INC. XXXX-XXXXX XXXXXXX, INC., each as a Borrower By: Name: Xxxxxxx X. Xxxxxxxx Title: Vice President XXXX-XXXXX PROPERTIES, LLC XXXX-XXXXX STORES LEASING, LLC XXXX-XXXXX XXXXXXX LEASING, LLC XXXX-XXXXX XXXXXXXXXX LEASING, LLC XXXX-XXXXX WAREHOUSE LEASING, LLC, each as a Borrower By: Name: Xxxxxxxx X. Xxxxx Title: Vice President AGENT AND LENDERS: WACHOVIA BANK, NATIONAL CITY BANKASSOCIATION, as Administrative Agent and a Lender By: Name: Title: BANK OF AMERICA, NA, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender By: Name: Title: GMAC COMMERCIAL FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated CITIBANK, NA, as of January 25a Lender By: Name: Title: XXXXX FARGO FOOTHILL, 2008 DESIGNATED DEFAULTS NoneLLC, exceptas a Lender By: Name: Title: STATE OF CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM, as a Lender By: Name: Title: NATIONAL CITY BUSINESS CREDIT, INC., as a Lender By: Name: Title: UBS LOAN FINANCE LLC, as a Lender By: Name: Title: BURDALE FINANCIAL LIMITED, as a Lender By: Name: Title: HSBC BUSINESS CREDIT (USA) INC., as a Lender By: Name: Title: ISRAEL DISCOUNT BANK OF NEW YORK, as a Lender By: Name:

BORROWERS. BODY SHOP OF AMERICAFLOTEK INDUSTRIES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Xxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Title: CEO and President and Chief Executive Officer RINZI AIRFLOTEK CHEMISTRY, L.L.C., a Florida LLC an Oklahoma limited liability company By: /s/ Xxxxxx X. Xxxx Xxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYCEO CESI MANUFACTURING, LLC, as Administrative Agent an Oklahoma limited liability company By: Dymas Capital Management Company/s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO MATERIAL TRANSLOGISTICS, INC., a Texas corporation By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO and President TELEDRIFT COMPANY, a Delaware corporation By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO and President TURBECO, INC., a Texas corporation By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO and President USA PETROVALVE, INC., a Texas corporation By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO and President FLORIDA CHEMICAL COMPANY, INC., a Delaware corporation By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO and President SITELARK LLC, a Texas limited liability company By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO FLOTEK ECUADOR MANAGEMENT LLC, a Texas limited liability company By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO and President FLOTEK ECUADOR INVESTMENTS LLC, a Texas limited liability company By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO and President FLOTEK EXPORT, INC., a Texas corporation By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO and President FLOTEK HYDRALIFT, INC., a Texas corporation By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO and President FRACMAX ANALYTICS, LLC, its Manager a Texas limited liability company By: /s/ Xxxxxx X. Xxxxxxx Xxxx Xxxxxxxx Name: Xxxxxx X. Xxxxxxx Xxxx Xxxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.CEO and President FC PRO, as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager a Delaware limited liability company By: /s/ Xxxxxxxxxxx Xxx Xxxx Xxxxxxxx Name: Xxxxxxxxxxx Xxx Xxxx Xxxxxxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING CEO ECLIPSE IOR SERVICES, LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager Texas limited liability company By: /s/ P. Xxxxx Xxxxxxxxx Xxxx Xxxxxxxx Name: NewStar Financial Xxxx Xxxxxxxx Title: Managing Director NEWSTAR LLC 2005-1CEO GUARANTORS: FLOTEK PAYMASTER, as a Lender By: NewStar Financial, Inc., its Sole Member INC. By: /s/ P. Xxxxx Xxxxxxxxx Xxxx Xxxxxxxx Name: NewStar Financial Xxxx Xxxxxxxx Title: Managing Director A3 FUNDING LPCEO and President FLOTEK INTERNATIONAL, as a Lender By: A3 Fund Management LLC, its General Partner INC. By: /s/ Alexander J, Xxxx Xxxxxxxx Name: Xxxxxxxxx X. Xxxx Xxxxxxxx Title: CEO and President AGENT: PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Vice President A4 FUNDING LPPNC Bank, as a Lender ByNational Association 0000 Xxxx Xxxxxx, Suite 1850 Dallas, Texas 75201 Attention: A4 Fund Management, Inc., its General Partner ByRelationship Manager (Flotek) Telephone: /s/ Alexander J, Xxxxxxxx Name(000) 000-0000 Facsimile: Xxxxxxxxx X. Xxxxxxxx Title(000) 000-0000 Revolving Commitment Percentage: Vice President ABLECO FINANCE LLC, as a Lender By100% Revolving Commitment Amount $55,000,000 Term Loan Commitment Percentage: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:100%

BORROWERS. BODY SHOP OF AMERICALUMBER LIQUIDATORS, INC., as Lead Borrower and as a Florida corporation Borrower By: /s/ Xxxxxx Mxxxxx X. Xxxx Xxxxx Name: Xxxxxx Mxxxxx X. Xxxx Xxxxx Title: President Chief Financial Officer and Chief Executive Officer CATALOGUE VENTURESTreasurer LUMBER LIQUIDATORS SERVICES, LLC, as a Borrower By: LUMBER LIQUIDATORS, INC., a Florida corporation its Manager By: /s/ Xxxxxx Mxxxxx X. Xxxx Xxxxx Name: Xxxxxx Mxxxxx X. Xxxx Xxxxx Title: Chief Executive Financial Officer and Treasurer GUARANTORS: BODY CENTRAL ACQUISITION CORPLUMBER LIQUIDATORS HOLDINGS, INC., as Parent and as a Delaware corporation Guarantor By: /s/ Xxxxxx Mxxxxx X. Xxxx Xxxxx Name: Xxxxxx Mxxxxx X. Xxxx Xxxxx Title: President and Chief Executive Financial Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYLUMBER LIQUIDATORS LEASING, LLC, as Administrative Agent a Guarantor By: Dymas Capital Management CompanyLUMBER LIQUIDATORS, INC., its Manager By: /s/ Mxxxxx X. Xxxxx Name: Mxxxxx X. Xxxxx Title: Chief Financial Officer and Treasurer LUMBER LIQUIDATORS PRODUCTION, LLC, as a Guarantor By: LUMBER LIQUIDATORS SERVICES, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTDLUMBER LIQUIDATORS, INC., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral its Manager By: /s/ Xxxxxxxxxxx Xxx Mxxxxx X. Xxxxx Name: Xxxxxxxxxxx Xxx Mxxxxx X. Xxxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING Chief Financial Officer and Treasurer [Lumber Liquidators – Signature Page to Fourth Amended and Restated Credit Agreement] GUARANTORS (CONT’D): LUMBER LIQUIDATORS FOREIGN HOLDINGS, LLC, as a Lender Guarantor By: NewStar FinancialLUMBER LIQUIDATORS HOLDINGS, Inc.INC., its Designated Manager By: /s/ P. Mxxxxx X. Xxxxx Xxxxxxxxx Name: NewStar Financial Mxxxxx X. Xxxxx Title: Managing Director NEWSTAR LLC 2005-1Chief Financial Officer LUMBER LIQUIDATORS FOREIGN OPERATIONS, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender Guarantor By: LUMBER LIQUIDATORS FOREIGN HOLDINGS, LLC, its Manager By: LUMBER LIQUIDATORS HOLDINGS, INC., its Manager By: /s/ Alexander J, Xxxxxxxx Mxxxxx X. Xxxxx Name: Xxxxxxxxx Mxxxxx X. Xxxxxxxx Xxxxx Title: Chief Financial Officer BANK OF AMERICA, N.A., as Agent By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Senior Vice President NATIONAL CITY BANKBANK OF AMERICA, N.A., as a Revolving Loan Lender, as a FILO Term Loan Lender, as L/C Issuer, and as Swing Line Lender By: /s/ Xxxxxxxx Xxxxx Mxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxx Mxxxxxx Xxxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCSenior Vice President WXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Revolving Loan Lender and as a FILO Term Loan Lender By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Authorized Signatory

BORROWERS. BODY SHOP OF AMERICAXXXXX CAPITAL BDC 4, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLCMaryland corporation, as Administrative Agent By: Dymas Capital Management Companyan Initial Borrower, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER XXXXX CAPITAL BDC 4 FUNDING LLC, a Delaware limited liability company, as an Initial Borrower, By: Name: Title: PNC – Xxxxx BDC 4 Revolving Credit and Security Agreement Acknowledged and agreed to with respect to Section 5.4 only: INVESTMENT ADVISER: GC ADVISORS LLC, a Delaware limited liability company, as Investment Adviser By: Name: Title: PNC – Xxxxx BDC 4 Revolving Credit and Security Agreement ADMINISTRATIVE AGENT, COLLATERAL AGENT AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated LENDER: PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent and a Lender, By: Name: Title: PNC – Xxxxx BDC 4 Revolving Credit and Security Agreement STRUCTURING AGENT: PNC CAPITAL MARKETS LLC, as Structuring Agent, By: Name: Title: PNC – Xxxxx BDC 4 Revolving Credit and Security Agreement Notice Information: XXXXX CAPITAL BDC 4, INC.: Chief Executive Office / Principal Place of January 25Business: Xxxxx Capital BDC 4, 2008 DESIGNATED DEFAULTS NoneInc. 000 Xxxx Xxxxxx, except:25th Floor New York, New York 10166 Notice Address (other than for service of process): Xxxxx Capital BDC 4, Inc. 000 Xxxx Xxxxxx, 25th c/x Xxxxx Capital LLC 0000 X Xxxxxx Xxxxxx, 0xx Floor New York, New York 10166 Huntersville, NC 28078 Attention: Xxxxx X. XxxxxXxxxxxxxxx Products Email: XxxxxxxxxxXxxxxxxx@xxxxxxxxxxxx.xxx With a copy to: Xxxxx Capital LLC 000 Xxxxxxx Xxxxx, Xxxxx 000 Davidson, North Carolina 28036 Attention: Xxxxxxx Xxxxxxx Email: xxxxxxxx@xxxxxxxxxxxx.xxx And: Xxxxx Xxxx LLP 000 Xxxxxxx Xxxxxxxxx Boston, Massachusetts 02210 Attention: Xxxxxx X. Xxxxxx Email: xxxxxxx@xxxxxxxxx.xxx Notice Address (for service of process): Xxxxx Capital BDC 4, Inc. c/o The Corporation Trust Incorporated 0000 Xxxx Xxxx, Xxxxx 000 Timonium, Maryland 21093 XXXXX CAPITAL BDC 4 FUNDING LLC: Chief Executive Office / Principal Place of Business: Xxxxx Capital BDC 4 Funding LLC 000 Xxxx Xxxxxx, 25th Floor New York, New York 10166 Notice Address (other than for service of process): Xxxxx Capital BDC 4 Funding LLC 000 Xxxx Xxxxxx, 25th c/x Xxxxx Capital LLC 0000 X Xxxxxx Xxxxxx, 0xx Floor New York, New York 10166 Huntersville, NC 28078 Attention: Xxxxx X. XxxxxXxxxxxxxxx Products Email: XxxxxxxxxxXxxxxxxx@xxxxxxxxxxxx.xxx With a copy to: Xxxxx Capital LLC 000 Xxxxxxx Xxxxx, Xxxxx 000 Davidson, North Carolina 28036 Attention: Xxxxxxx Xxxxxxx Email: xxxxxxxx@xxxxxxxxxxxx.xxx And: Xxxxx Xxxx LLP 000 Xxxxxxx Xxxxxxxxx Boston, Massachusetts 02210 Attention: Xxxxxx X. Xxxxxx Email: xxxxxxx@xxxxxxxxx.xxx Notice Address (for service of process): Xxxxx Capital BDC 4 Funding LLC c/o The Corporation Trust Incorporated Corporation Trust Center 0000 Xxxxxx Xxxxxx Wilmington, Delaware 19801 SCHEDULE II Lender Commitments Lender Commitment PNC Bank, National Association $ 80195,000,000 Total $ 80195,000,000 PNC Bank, National Association 00000 Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000Xxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Attention: Xxxxx XxxxxxxXxxxxxxx Xxxxxx Telephone: (00000) 000-0000 Fax: (000) 0000-000000 Email: xxxxx.xxxxxxxxxxxxxxx.xxxxxx@xxx.xxx; xxxxxxxx@xxx.xxx

BORROWERS. BODY SHOP OF AMERICAAMERICAN APPAREL (USA), INC., a Florida corporation LLC By: /s/ Xxxxxx X. Xxxx Xxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Title: President and Chief Executive Financial Officer CATALOGUE VENTURESAMERICAN APPAREL RETAIL, INC., a Florida corporation . By: /s/ Xxxxxx X. Xxxx Xxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Title: Chief Executive Financial Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.AMERICAN APPAREL DYEING & FINISHING, a Delaware corporation INC. By: /s/ Xxxxxx X. Xxxx Xxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Title: President and Chief Executive Financial Officer RINZI AIRKCL KNITTING, L.L.C., a Florida limited liability company LLC By: /s/ Xxxxxx X. Xxxx Xxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Title: President and Chief Executive Financial Officer AMENDMENT NO. 2 TO CREDIT AGREEMENT Signature Page GUARANTORS: AMERICAN APPAREL, INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Chief Financial Officer FRESH AIR FREIGHT, INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Chief Financial Officer AMENDMENT NO. 2 TO CREDIT AGREEMENT Signature Page ADMINISTRATIVE AGENTAGENT AND LENDERS: DYMAS FUNDING COMPANY, LLCCAPITAL ONE LEVERAGE FINANCE CORP., as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager and Lender By: /s/ Xxxxxx X. Xxxxxxx Julianne Low Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Julianne Low Title: Vice President A4 FUNDING LPAMENDMENT NO. 2 TO CREDIT AGREEMENT Signature Page BANK OF MONTREAL, CHICAGO BRANCH, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Xxxxx Xxxxx Xxxxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxx Xxxxx Xxxxxxxxxx Title: Senior Vice President NATIONAL CITY BANKDirector, as a Bank of Montreal, Chicago Branch AMENDMENT NO. 2 TO CREDIT AGREEMENT Signature Page SCHEDULE 2.01 Commitments and Applicable Percentages Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCCommitment Applicable Percentage Capital One Leverage Finance Corp. $ 35,000,000.00 70.000000000% Bank of Montreal, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Chicago Branch $ 15,000,000.00 30.000000000% Total $ 50,000,000.00 100.000000000% SCHEDULE 6.20

BORROWERS. BODY SHOP ​ CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. ​ By: Calumet GP, LLC, its general partner ​ ​ By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Executive Vice President & Chief Financial Officer ​ ​ ​ ​ ​ ​​ ​ ​ ​​ ​​ ​​ ​​ ​ ​​​ ​​ ​ CALUMET OPERATING, LLC​​ By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Executive Vice President & Chief Financial Officer ​ ​ ​ ​​ ​ CALUMET FINANCE CORP.​​ By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Executive Vice President & Chief Financial Officer ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​​ ​​ ​​ ​​ ​ ​​​ ​​ ​ CALUMET INTERNATIONAL, INC.​ By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Executive Vice President & Chief Financial Officer ​ ​ ​ FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​​ ​​ ​​ ​​ ​ ​​​ ​​ ​ KURLIN COMPANY, LLC​​ By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Executive Vice President & Chief Financial Officer ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​​ ​​ ​​ ​​ ​ ​​​ ​​ ​ CALUMET BRANDED PRODUCTS, LLC​​ By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Executive Vice President & Chief Financial Officer ​ ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​​ ​​ ​​ ​​ ​ ​​​ ​​ ​ BEL-RAY COMPANY, LLC​​ By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Executive Vice President & Chief Financial Officer ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​​ ​​ ​​ ​​ ​ ​​​​​ ​​ ​ CALUMET REFINING, LLC​​ By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Executive Vice President & Chief Financial Officer ​ ​ FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page ​ ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​​ ​​ ​​ ​​ ​ ​​​ ​​ ​ CALUMET PRINCETON REFINING, LLCCALUMET COTTON VALLEY REFINING, LLCCALUMET SHREVEPORT REFINING, LLCCALUMET MONTANA REFINING, LLCCALUMET MISSOURI, LLCCALUMET KARNS CITY REFINING, LLCCALUMET XXXXXXXXX REFINING, LLC​​ By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Executive Vice President & Chief Financial Officer ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page ​ ​ ​ ​ /s/​ ​​ ​​ ​​ ​​ ​​ ​​ ​ ​​​ AGENT AND LENDERS:​ BANK OF AMERICA, N.A.,as Agent, a Lender and an Issuing BankBy: /s/ Xxxx Xxxxxx​ ​​ ​​ ​​ ​​ ​Name: Xxxx XxxxxxXxxxx: Senior Vice President​ ​ ​ ​ ​ FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page ​ ​ ​ ​ ​ ​​ ​​ ​​ ​​ ​​ ​​ ​ ​​​ ​ XXXXX FARGO BANK, NATIONAL ASSOCIATION,as a LenderBy: /s/ Xxxxx Xxxxxx​ ​​ ​​ ​​ ​​ ​Name: Xxxxx XxxxxxXxxxx: Authorized Signatory ​ ​ 00 X. Xxxxxx Drive, 15th Floor Chicago, IL 60606Attention: Xxxxx.Xxxxxx@wellsfargo.comDirect: 000-000-0000 ​ ​ FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page ​ ​ ​ ​ ​​ ​​ ​​ ​​ ​​ ​​ Xxx Xxxxxxxx ​​​ ​ JPMORGAN CHASE BANK, N.A.,as a LenderBy: /s/ Xxx Xxxxxxxx​ ​​ ​​ ​​ ​Name: Xxx XxxxxxxxXxxxx: Authorized Officer​ ​ 0000 Xxxxx Xxxxxx Floor 3Dallas, TX 75201Attention: xxx.xxxxxxxx@jpmorgan.comPhone number: 000-000-0000 ​ ​ ​ ​ FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page ​ ​ ​ ​ ​​ ​​ ​​ ​​ ​​ ​​ ​ ​​​ ​ REGIONS BANK,as a LenderBy: /s/ Xxxxxx Xxxxxxxxxxx​ ​​ ​​ ​Name: Xxxxxx XxxxxxxxxxxXxxxx: Managing Director ​ ​ ​ ​ ​ FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page ​ ​ ​ ​ ​​ ​​ ​​ ​​ ​​ ​​ ​ ​​​ ​ BMO XXXXXX BANK, N.A.,as a LenderBy: /s/ Xxxxxxxx Xxxxxxxxx​ ​​ ​​ ​​ ​Name: Xxxxxxxx XxxxxxxxxXxxxx: Director​ ​ 000 Xxxxx Xxxxx Xxxxxx, 00xx XxxxxXxxxxxx, XX 00000Xxxxxxxxx: xxxxx.xxxxxxx@bmo.comTelephone: 312-461-7856Mobile: 000-000-0000 ​ FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page ​ ​ ​ ​ ​​ ​​ ​​ ​​ ​​ ​​ ​ ​​​ ​ BARCLAYS BANK PLC,as a LenderBy: /s/ Xxxxxx X. Dennis​ ​​ ​​ ​​ ​Name: Xxxxxx X. XxxxxxXxxxx: Director​ ​ 000 Xxxxxxx Xxxxxx, 0xx XxxxxXxx Xxxx, XX 00000Xxxxxxxxx: xxxxxxxx.xxxxxxx@xxxxxxxx.xxxXxxxxxxxx: (000) 000-0000 FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page ​ ​ ​ ​ ​​ ​​ ​​ ​​ ​​ ​​ ​ ​​​ ​ U.S. BANK NATIONAL ASSOCIATION,as a LenderBy: /s/ Xxx Xxxxxxx​ ​​ ​​ ​​ ​Name: Xxx XxxxxxxXxxxx: Senior Vice President​ ​ 000 Xxxxxxxx XxxxXxxxxxxxxxx, XX 00000-7020Attention: xxx.xxxxxxx@usbank.comPhone: 612-303-7353Cell: 000-000-0000​ ​ FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page ​ ANNEX A ​ ​ ​​ ​​ ​​ ​​ ​​ ​​ ​ ​​​ ​ PNC BANK, NATIONAL ASSOCATION, as successor in interest to BBVA USA (formerly known as COMPASS BANK)as a LenderBy: /s/ Xxxxxx Xxxxxx​ ​​ ​​ ​​ ​Name: Xxxxxx XxxxxxXxxxx: Vice President​ ​ ​ ​ ​ ​ ​ AMERICAS/2024146412.5 ​ ​ ​​ ​​ ​​ ​​ ​​ ​​ ​ ​​​ ​ XXXXXX XXXXXXX SENIOR FUNDING, INC., as a Florida corporation ByLenderBy: /s/ Xxxxxx X. Xxxx NameXxxxxxx Xxxx​ ​​ ​​ ​​ ​Name: Xxxxxx X. Xxxx TitleXxxxxxx XxxxXxxxx: President and Chief Executive Officer CATALOGUE VENTURESVice President​ ​ ​ ​ ​ ​ ​ AMERICAS/2024146412.5 ​ ​ CALUMET SPECIALTY PRODUCTS PARTNERS, INC.L.P. AND CERTAIN OF ITS SUBSIDIARIES, a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.as Borrowers ​ CERTAIN OF ITS OTHER SUBSIDIARIES, a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR​ as Guarantors ​ THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 23, L.L.C.2018 as amended through January 17, a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY2024 ​ CERTAIN FINANCIAL INSTITUTIONS, as Lenders, ​ BANK OF AMERICA, N.A., as Agent, ​ JPMORGAN CHASE BANK, N.A., as Co-Syndication Agent, ​ XXXXX FARGO CAPITAL FINANCE, LLC, as Administrative Agent By: Dymas Capital Management CompanyCo-Syndication Agent, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY ​ REGIONS BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCCo-Documentation Agent, ​ BARCLAYS BANK PLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER Co-Documentation Agent ​ and ​ BANK OF AMERICA, N.A., ​ JPMORGAN CHASE BANK, N.A. ​ and ​ THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 3 ​ AMERICAS/2024146412.5 ​ XXXXX FARGO CAPITAL FINANCE, LLC as Joint Lead Arrangers and Joint Book Runners ​ THIRD AMENDMENT TO FINANCING AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:– Page 4 ​ AMERICAS/2024146412.5 ​

BORROWERS. BODY SHOP OF AMERICAINTEGRATED HEALTHCARE HOLDINGS, INC., a Florida Nevada corporation By: /s/ Xxxxxx Xxxxxxx X. Xxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxx X. Xxxx Xxxxxxxxx Title: President and Chief Executive Officer CATALOGUE VENTURESWMC-A, INC., a Florida California corporation By: /s/ Xxxxxx Xxxxxxx X. Xxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxx X. Xxxx Xxxxxxxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORPWMC-SA, INC., a Delaware California corporation By: /s/ Xxxxxx Xxxxxxx X. Xxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxx X. Xxxx Xxxxxxxxx Title: President and Chief Executive Officer RINZI AIRCOASTAL COMMUNITIES HOSPITAL, L.L.C.INC., a Florida California corporation By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Chief Executive Officer XXXXXXX MEDICAL CENTER, INC., a California corporation By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Chief Executive Officer CREDIT PARTIES AND GUARANTORS: PACIFIC COAST HOLDINGS INVESTMENT, LLC, a California limited liability company By: /s/ Xxxxxx Xxxx X. Xxxx Xxxxxxxxx, M.D. Name: Xxxxxx Xxxx X. Xxxx Xxxxxxxxx, M.D. Title: President and Chief Executive Officer ADMINISTRATIVE Co-Manager By: /s/ Xxxxx Xxxxxxx, M.D. Name: Xxxxx Xxxxxxx, M.D. Title: Co-Manager CREDIT PARTIES: GANESHA REALTY, LLC, a California limited liability company By: /s/ Xxxx X. Xxxxxxxxx, M.D. Name: Xxxx X. Xxxxxxxxx, M.D. Title: Manager LENDERS: SPCP GROUP IV, LLC, a Delaware limited liability company By: Silver Point C&I Opportunity GP, LLC By: /s Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Authorized Signatory SPCP GROUP, LLC, a Delaware limited liability company By: /s Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Authorized Signatory LENDER AGENT: DYMAS FUNDING SILVER POINT FINANCE, LLC, a Delaware limited liability company By: /s Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Authorized Signatory For purposes of Sections 10(a), 10(c), 11, 12 and 14 of this Omnibus Amendment only: /s/ Xxxx X. Xxxxxxxxx, M.D. Xxxx X. Xxxxxxxxx, M.D. For purposes of Sections 10(a), 10(c), 11, 12 and 16 of this Omnibus Amendment only KPC RESOLUTION COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager a California limited liability company By: /s/ Xxxxxx Xxxx X. Xxxxxxx Xxxxxxxxx, M.D. Name: Xxxxxx Xxxx X. Xxxxxxx Xxxxxxxxx, M.D. Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTDManager Exhibit A Lender Agent Provision Lender Agent., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:

BORROWERS. BODY SHOP OF AMERICAFLOTEK INDUSTRIES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. /s/Xxxx Xxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Title: CEO and President and Chief Executive Officer RINZI AIRFLOTEK CHEMISTRY, L.L.C., a Florida LLC an Oklahoma limited liability company By: /s/ Xxxxxx X. /s/Xxxx Xxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYCEO CESI MANUFACTURING, LLC, as Administrative Agent an Oklahoma limited liability company By: Dymas Capital Management Company/s/Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO MATERIAL TRANSLOGISTICS, INC., a Texas corporation By: /s/Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO and President TELEDRIFT COMPANY, a Delaware corporation By: /s/Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO and President Eleventh Amendment to A&R Credit Agreement TURBECO, INC., a Texas corporation By: /s/Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO and President USA PETROVALVE, INC., a Texas corporation By: /s/Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO and President FLORIDA CHEMICAL COMPANY, INC., a Delaware corporation By: /s/Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO and President SITELARK LLC, a Texas limited liability company By: /s/Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO FLOTEK ECUADOR MANAGEMENT LLC, a Texas limited liability company By: /s/Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO and President FLOTEK ECUADOR INVESTMENTS LLC, a Texas limited liability company By: /s/Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO and President Eleventh Amendment to A&R Credit Agreement FLOTEK EXPORT, INC., a Texas corporation By: /s/Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO and President FLOTEK HYDRALIFT, INC., a Texas corporation By: /s/Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO and President FRACMAX ANALYTICS, LLC, its Manager a Texas limited liability company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, /s/Xxxx Xxxxxxxx Name: Xxxxxxxxx X. Xxxx Xxxxxxxx Title: CEO and President FC PRO, LLC, a Delaware limited liability company By: /s/Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO ECLIPSE IOR SERVICES, LLC, a Texas limited liability company By: /s/Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO Eleventh Amendment to A&R Credit Agreement GUARANTORS: FLOTEK PAYMASTER, INC. By: /s/Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO and President FLOTEK INTERNATIONAL, INC. By: /s/Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO and President Eleventh Amendment to A&R Credit Agreement AGENT: PNC BANK, NATIONAL ASSOCIATION By: /s/Xxx Xxxxxx Name: Xxx Xxxxxx Title: Vice President A4 FUNDING LPPNC Bank, as a Lender ByNational Association 0000 Xxxx Xxxxxx, Suite 1850 Dallas, Texas 75201 Attention: A4 Fund Management, Inc., its General Partner ByRelationship Manager (Flotek) Telephone: /s/ Alexander J, Xxxxxxxx Name(000) 000-0000 Facsimile: Xxxxxxxxx X. Xxxxxxxx Title(000) 000-0000 Revolving Commitment Percentage: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:100% Revolving Commitment Amount $75,000,000

BORROWERS. BODY SHOP AKORN, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Financial Officer AKORN (NEW JERSEY), INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Treasurer OAK PHARMACEUTICALS, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President ADVANCED VISION RESEARCH, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Treasurer AKORN OPHTHALMICS, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President AKORN ENTERPRISES, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Treasurer AKORN ANIMAL HEALTH, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President AGENT AND LENDERS: BANK OF AMERICA, INC.N.A., a Florida corporation as Agent and Lender By: /s/ Xxxxxx X. Xxxx Name: Xxxxx Name Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Title Senior Vice President NATIONAL CITY BANKAddress: 000 X. XxXxxxx St., as a Lender BySuite 925 Chicago, IL 60603 Attn.: /s/ Xxxxxxxx Xxxxx Name_______________ Telecopy: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: (000) 000-0000 EXHIBIT A SCHEDULE 1.1 to Loan and Security Agreement COMMITMENTS OF LENDERS Lender Total Commitments Bank of America, N.A. $60,000,000 EXHIBIT B SUPPLEMENT TO WAIVER SCHEDULE 9.1.11 to Loan and Security Agreement PATENTS, TRADEMARKS, COPYRIGHTS AND THIRD LICENSES See attached. EXHIBIT C SCHEDULE A to Pledge Agreement Pledgor Issuer and Jurisdiction of its Organization Class of Equity Certificate No(s). Number of Shares/Units % of Outstanding Equity AKorn, Inc. Akorn (New Jersey), Inc. (Illinois) Common Stock 2 100 Shares 100% Oak Pharmaceuticals, Inc. (Delaware) Common Stock 1 100 Shares 100% Advanced Vision Research, Inc. (Delaware) Common Stock 1 200 Shares 100% Akorn-Strides, LLC (Delaware) Membership Interests N/A 50% of the Membership Interests 50% Akorn Ophthalmics, Inc. (Delaware) Common Stock 1 100 100% Akorn India Private Limited (India) Shares N/A 7,059 Shares, 10 Rupees face value each 1% Akorn Enterprises, Inc. (Delaware) Common Stock 1 1,000 Shares 100% Akorn Animal Health, Inc. (Delaware) Common Stock 1 1,000 Shares 100% WorldAkorn Pharma Mauritius (Mauritius) Ordinary To be confirmed 47,664,617 Shares, $1.00 face value each 65% EXHIBIT D AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:BYLAWS

BORROWERS. BODY SHOP OF AMERICAWORTHINGTON STEEL, INC., a Florida an Ohio corporation By: /s/ Xxxxxx Xxxxxxx X. Xxxx Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxx Xxxxx Title: President and Vice President, Chief Executive Financial Officer CATALOGUE VENTURESGUARANTORS: WORTHINGTON WSP, INC.LLC, a Florida Michigan limited liability company By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President, Chief Financial Officer TEMPEL STEEL COMPANY, LLC, an Illinois limited liability company By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President T DO B, LLC, an Illinois limited liability company By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President TEMPEL CANADA COMPANY, a Nova Scotia company By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Secretary TEMPEL DE MEXICO, S. DE X.X. DE C.V., a Mexican Sociedad de Responsabilidad Limitada de Capital Variable By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Attorney-In-Fact WORTHINGTON STEEL ROME, LLC, an Ohio limited liability company By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President, Chief Financial Officer THE WORTHINGTON STEEL COMPANY, LLC, an Ohio limited liability company By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President, Chief Financial Officer THE WORTHINGTON STEEL COMPANY, an Ohio corporation By: /s/ Xxxxxx Xxxxxxx X. Xxxx Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxx Xxxxx Title: Vice President, Chief Executive Financial Officer GUARANTORSWORTHINGTON TAYLOR, LLC, a Michigan limited liability company By: BODY CENTRAL ACQUISITION CORP/s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President, Chief Financial Officer CLEVELAND PICKLING, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxxx X. Xxxx Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxx Xxxxx Title: President and Vice President, Chief Executive Financial Officer RINZI AIRWS MEXICO HOLDINGS, L.L.C.LLC, a Florida an Ohio limited liability company By: /s/ Xxxxxx Xxxxxxx X. Xxxx Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LPPresident, as a Lender ByChief Financial Officer AGENT AND LENDERS: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY PNC BANK, NATIONAL ASSOCIATION, As Lender and as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender Agent By: Name: Title: EXHIBIT A TO WAIVER AND /s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx Senior Vice President The Tower at PNC Plaza, 14th Floor 000 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000 BANK OF AMERICA, N.A. As Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Senior Vice President CITIBANK, N.A. As Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President XXXXX FARGO BANK, N.A. As Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director U.S. BANK NATIONAL ASSOCIATION, As Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President CIBC BANK USA As Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director FIRST NATIONAL BANK OF PA As Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President FIFTH THIRD AMENDMENT TO FINANCING AGREEMENT Dated as BANK, NATIONAL ASSOCIATION As Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director THE NORTHERN TRUST COMPANY As Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Senior Vice President XXXXXXX XXXXX BANK USA As Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory Schedule 1.1 Commitments Lender Revolving Commitment Amount Revolving Commitment Percentage PNC Bank, National Association $ 105,000,000 19.09 % Bank of January 25America, 2008 DESIGNATED DEFAULTS NoneN.A. $ 90,000,000 16.36 % Citibank, except:N.A. $ 90,000,000 16.36 % Xxxxx Fargo Bank, N.A. $ 90,000,000 16.36 % U.S. Bank, N.A. $ 35,000,000 6.36 % CIBC Bank USA $ 35,000,000 6.36 % First National Bank of Pennsylvania $ 35,000,000 6.36 % Fifth Third Bank, N.A. $ 25,000,000 4.55 % The Northern Trust Company $ 25,000,000 4.55 % Godman Sachs Bank USA $ 20,000,000 3.64 %

BORROWERS. BODY SHOP OF AMERICAQUAKER CHEMICAL CORPORATION (a Pennsylvania corporation) By: /s/ Xxxx Xxxx Xxxx Name: Xxxx Xxxx Xxxx Title: VP, INC., a Florida corporation CFO & Treasurer By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxxx Title: VP & General Counsel QUAKER CHEMICAL CORPORATION (a Delaware corporation) By: /s/ Xxxx Xxxx Xxxx Name: Xxxx Xxxx Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation EPMAR CORPORATION By: /s/ Xxxxxx X. Xxxx Xxxx Xxxx Name: Xxxxxx X. Xxxx Xxxx Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation Treasurer & CFO QUAKER CHEMICAL B.V. By: /s/ Xxxxxx X. Xxxx Xxxx Xxxx Name: Xxxxxx X. Xxxx Xxxx Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company Supervisory Director QUAKER CHEMICAL EUROPE B.V. By: /s/ D. Xxxxxx X. Xxxx Xxxxxxxx Name: D. Xxxxxx X. Xxxx Xxxxxxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYSupervisory Director Signature Page BANK OF AMERICA, LLCN.A., as Administrative Agent By: Dymas Capital Management Company/s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Assistant Vice President Quaker Chemical Corporation Signature Page BANK OF AMERICA, LLCN.A., its Manager as a Lender, L/C Issuer and Swing Line Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President Signature Page CITIZENS BANK OF PENNSYLVANIA By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Assistant Vice President Signature Page PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.Senior Vice President Quaker Chemical Corporation HSBC BANK USA, as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager NATIONAL ASSOCIATION By: /s/ Xxxxxxxxxxx Xxx Xxxxx Xxxxxx 21491 Name: Xxxxxxxxxxx Xxx Xxxxx Xxxxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLCGlobal Relationship Manager Signature Page XXXXX FARGO BANK, as a Lender By: NewStar Financial, Inc., its Designated Manager N.A. By: /s/ P. Xxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxxx Title: Vice President A4 FUNDING LPSignature Page SANTANDER BANK, as a Lender By: A4 Fund Management, Inc., its General Partner N.A. By: /s/ Alexander J, Xxxxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxxxxx Xxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxxx Title: Senior Vice President NATIONAL CITY Quaker Chemical Corporation Signature Page JPMORGAN CHASE BANK, as a Lender NATIONAL ASSOCIATION By: /s/ Xxxxxxxx Xxxxxxx Xxxxx Name: Xxxxxxxx Xxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Executive Director Quaker Chemical Corporation

BORROWERS. BODY SHOP OF AMERICAGXXXX CAPITAL BDC 4, INC., a Florida Maryland corporation By: /s/ Xxxxxx Cxxxxxxxxxx X. Xxxx Xxxxxxx Name: Xxxxxx Cxxxxxxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Xxxxxxx Title: Chief Executive Financial Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.GXXXX CAPITAL BDC 4 FUNDING LLC, a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx Cxxxxxxxxxx X. Xxxx Xxxxxxx Name: Xxxxxx Cxxxxxxxxxx X. Xxxx Xxxxxxx Title: President Chief Financial Officer PNC - Gxxxx BDC 4 - Fifth Amendment to Revolving Credit and Chief Executive Officer Security Agreement ADMINISTRATIVE AGENTAGENT AND LENDER: DYMAS FUNDING COMPANYPNC BANK, LLCNATIONAL ASSOCIATION, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as and a Lender By: /s/ Alexander J, Xxxxxxxx Lxxxxxxx Xxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Lxxxxxxx Xxxxxx Title: Senior Executive Vice President NATIONAL CITY BANKPNC - Gxxxx BDC 4 - Fifth Amendment to Revolving Credit and Security Agreement STRUCTURING AGENT: PNC CAPITAL MARKETS, LLC, as a Lender Structuring Agent By: /s/ Xxxxxxxx Xxxxx Lxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxx Lxxxxxxx Xxxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE Managing Director PNC - Gxxxx BDC 4 - Fifth Amendment to Revolving Credit and Security Agreement Annex A [Attached] EXECUTION VERSION ANNEX A TO FOURTHFIFTH AMENDMENT CONFORMED CREDIT AGREEMENT REVOLVING CREDIT AND SECURITY AGREEMENT GXXXX CAPITAL BDC 4, INC., and GXXXX CAPITAL BDC 4 FUNDING LLC, as Borrowers, and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent and a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT and PNC CAPITAL MARKETS LLC, as Structuring Agent Dated as of January 25July 8, 2008 DESIGNATED DEFAULTS None, except:2022 TABLE OF CONTENTS Page

BORROWERS. BODY SHOP OF AMERICABHFS I, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.LLC, a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx Xxxxxxx X’Xxxxxx Xxxxxxx X’Xxxxxx President and Chief Executive Officer BHFS II, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X’Xxxxxx Xxxxxxx X’Xxxxxx President and Chief Executive Officer BHFS III, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X’Xxxxxx Xxxxxxx X’Xxxxxx President and Chief Executive Officer BHFS IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X’Xxxxxx Xxxxxxx X’Xxxxxx President and Chief Executive Officer BHFS THEATER, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X’Xxxxxx Xxxxxxx X’Xxxxxx President and Chief Executive Officer BEHRINGER HARVARD FRISCO SQUARE LP, a Delaware limited partnership By: BP-FS GP, LLC, a Delaware limited liability company, its general partner By: /s/ Xxxxxxx X X’Xxxxxx Xxxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: X’Xxxxxx, President and Chief Executive Officer ADMINISTRATIVE AGENTAGENT and LENDER: DYMAS FUNDING COMPANYBANK OF AMERICA, LLCN.A., as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager a national banking association By: /s/ Xxxxxx Xxxxxxx X. Xxxxx Xxxxxxx NameX. Xxxxx, Senior Vice President LENDER: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.REGIONS BANK, as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager an Alabama state banking corporation By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLCXxxx Xxxxxxxx Xxxx Xxxxxxxx, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Xxxxxx Xxxxxx Principal Amortization Supplimental Note Remaining Loan Term (after modification) 57 months Extension Loan Term 24 months Interest Rate 5.00% Modified Amortization Period(1) 357 months Loan Constant 6.4653% Loan Amount Modification month 3 $50,000.00 Loan Balance (upon modification) $50,000.00 Loan Amount Period Principal Payment Modification Ending Balance Period 0 - Initial Amortization $ 0.00 Period 1 - Initial Amortization $ 0.00 $ 0.00 Period 2 - Initial Amortization $ 0.00 $ 0.00 Period 3 - Initial Amortization $ 0.00 $ 50,000.00 $ 50,000.00 Period 1 - Modified Amortization $ (61.05 ) $ 49,938.95 Period 2 - Modified Amortization $ (61.31 ) $ 49,877.64 Period 3 - Modified Amortization $ (61.56 ) $ 49,816.08 Period 4 - Modified Amortization $ (61.82 ) $ 49,754.26 Period 5 - Modified Amortization $ (62.08 ) $ 49,692.18 Period 6 - Modified Amortization $ (62.34 ) $ 49,629.85 Period 7 - Modified Amortization $ (62.59 ) $ 49,567.25 Period 8 - Modified Amortization $ (62.86 ) $ 49,504.40 Period 9 - Modified Amortization $ (63.12 ) $ 49,441.28 Period 10 - Modified Amortization $ (63.38 ) $ 49,377.90 Period 11 - Modified Amortization $ (63.64 ) $ 49,314.25 Period 12 - Modified Amortization $ (63.91 ) $ 49,250.34 Period 13 - Modified Amortization $ (64.18 ) $ 49,186.17 Period 14 - Modified Amortization $ (64.44 ) $ 49,121.72 Period 15 - Modified Amortization $ (64.71 ) $ 49,057.01 Period 16 - Modified Amortization $ (64.98 ) $ 48,992.03 Period 17 - Modified Amortization $ (65.25 ) $ 48,926.78 Period 18 - Modified Amortization $ (65.52 ) $ 48,861.25 Period 19 - Modified Amortization $ (65.80 ) $ 48,795.46 Period 20 - Modified Amortization $ (66.07 ) $ 48,729.39 Period 21 - Modified Amortization $ (66.35 ) $ 48,663.04 Period 22 - Modified Amortization $ (66.62 ) $ 48,596.42 Period 23 - Modified Amortization $ (66.90 ) $ 48,529.51 Period 24 - Modified Amortization $ (67.18 ) $ 48,462.33 Period 25 - Modified Amortization $ (67.46 ) $ 48,394.88 Period 26 - Modified Amortization $ (67.74 ) $ 48,327.13 Period 27 - Modified Amortization $ (68.02 ) $ 48,259.11 Period 28 - Modified Amortization $ (68.31 ) $ 48,190.81 Period 29 - Modified Amortization $ (68.59 ) $ 48,122.21 Period 30 - Modified Amortization $ (68.88 ) $ 48,053.34 Period 31 - Modified Amortization $ (69.16 ) $ 47,984.17 Period 32 - Modified Amortization $ (69.45 ) $ 47,914.72 Period 33 - Modified Amortization $ (69.74 ) $ 47,844.98 Period 34 - Modified Amortization $ (70.03 ) $ 47,774.95 Period 35 - Modified Amortization $ (70.32 ) $ 47,704.63 Period 36 - Modified Amortization $ (70.62 ) $ 47,634.01 Period 37 - Modified Amortization $ (70.91 ) $ 47,563.10 Period 38 - Modified Amortization $ (71.21 ) $ 47,491.89 Period 39 - Modified Amortization $ (71.50 ) $ 47,420.39 Period 40 - Modified Amortization $ (71.80 ) $ 47,348.59 Frisco Square Principal Amortization Supplimental Note Remaining Loan Term (after modification) 57 months Extension Loan Term 24 months Interest Rate 5.00% Modified Amortization Period(1) 357 months Loan Constant 6.4653% Loan Amount Modification month 3 $50,000.00 Loan Balance (upon modification) $50,000.00 Loan Amount Period Principal Payment Modification Ending Balance Period 41 - Modified Amortization $ (72.10 ) $ 47,276.49 Period 42 - Modified Amortization $ (72.40 ) $ 47,204.09 Period 43 - Modified Amortization $ (72.70 ) $ 47,131.39 Period 44 - Modified Amortization $ (73.01 ) $ 47,058.38 Period 45 - Modified Amortization $ (73.31 ) $ 46,985.07 Period 46 - Modified Amortization $ (73.61 ) $ 46,911.46 Period 47 - Modified Amortization $ (73.92 ) $ 46,837.53 Period 48 - Modified Amortization $ (74.23 ) $ 46,763.30 Period 49 - Modified Amortization $ (74.54 ) $ 46,688.77 Period 50 - Modified Amortization $ (74.85 ) $ 46,613.92 Period 51 - Modified Amortization $ (75.16 ) $ 46,538.76 Period 52 - Modified Amortization $ (75.47 ) $ 46,463.28 Period 53 - Modified Amortization $ (75.79 ) $ 46,387.49 Period 54 - Modified Amortization $ (76.10 ) $ 46,311.39 Period 55 - Modified Amortization $ (76.42 ) $ 46,234.97 Period 56 - Modified Amortization $ (76.74 ) $ 46,158.23 Period 57 - Modified Amortization $ (77.06 ) $ 46,081.17 Period 58 - Modified Amortization $ (77.38 ) $ 46,003.78 Period 59 - Modified Amortization $ (77.70 ) $ 45,926.08 Period 60 - Modified Amortization $ (78.03 ) $ 45,848.05 Period 61 - Modified Amortization $ (78.35 ) $ 45,769.70 Period 62 - Modified Amortization $ (78.68 ) $ 45,691.02 Period 63 - Modified Amortization $ (79.01 ) $ 45,612.02 Period 64 - Modified Amortization $ (79.34 ) $ 45,532.68 Period 65 - Modified Amortization $ (79.67 ) $ 45,453.01 Period 66 - Modified Amortization $ (80.00 ) $ 45,373.02 Period 67 - Modified Amortization $ (80.33 ) $ 45,292.68 Period 68 - Modified Amortization $ (80.67 ) $ 45,212.02 Period 69 - Modified Amortization $ (81.00 ) $ 45,131.01 Period 70 - Modified Amortization $ (81.34 ) $ 45,049.67 Period 71 - Modified Amortization $ (81.68 ) $ 44,968.00 Period 72 - Modified Amortization $ (82.02 ) $ 44,885.98 Period 73 - Modified Amortization $ (82.36 ) $ 44,803.62 Period 74 - Modified Amortization $ (82.70 ) $ 44,720.91 Period 75 - Modified Amortization $ (83.05 ) $ 44,637.86 Period 76 - Modified Amortization $ (83.39 ) $ 44,554.47 Period 77 - Modified Amortization $ (83.74 ) $ 44,470.73 Period 78 - Modified Amortization $ (84.09 ) $ 44,386.63 Period 79 - Modified Amortization $ (84.44 ) $ 44,302.19 Period 80 - Modified Amortization $ (84.79 ) $ 44,217.40 Period 81 - Modified Amortization $ (44,217.40 ) $ 0.00

BORROWERS. BODY SHOP OF AMERICAXXXXX GROUP, INC., a Florida corporation New York corporation, as Borrower By: /s/ Xxxxxx Xxxxxxx X. Xxxx Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxx TitleXxxxx Its: President and Chief Executive Officer CATALOGUE VENTURES, INC.EXPEDITED LOGISTICS AND FREIGHT SERVICES LLC, a Florida corporation Texas limited liability company, as Borrower By: /s/ Xxxxxx Xxxxxxx X. Xxxx Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxx TitleXxxxx Its: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.Vice President ELFS BROKERAGE LLC, a Delaware corporation Texas limited liability company, as Borrower By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIRXxxxx Group, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLCInc., its Manager By: /s/ Xxxxxxx X. Xxxxx Name Xxxxxxx X. Xxxxx Its: President LOAN PARTY OBLIGORS XXXXX CORPORATION, a Nevada corporation, as a Loan Party Obligor and Term Loan Borrower By: /s/ Xxxxxx X. Xxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxx TitleXxxxxx Its: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.President EXPEDITED LOGISTICS AND FREIGHT SERVICES LLC,an Oklahoma limited liability company, as a Lender Loan Party Obligor By: Xxxxxxxxx Financial Expedited Logistics and Freight Services LLC, as Collateral Manager a Texas limited liability company, its manager By: /s/ Xxxxxxxxxxx Xxx Xxxxxxx X. Xxxxx Name: Xxxxxxxxxxx Xxx TitleXxxxxxx X. Xxxxx Its: Managing Director NEWSTAR SHORT-TERM FUNDING LLCVice President LOAN PARTY OBLIGORS XXXXX CORPORATION, a Nevada corporation, as a Lender By: NewStar Financial, Inc., its Designated Manager Loan Party Obligor and Term Loan Borrower By: /s/ P. Xxxxx Xxxxxxxxx Xxxxxx X. Xxxxxx Name: NewStar Financial TitleXxxxxx X. Xxxxxx Its: Managing Director NEWSTAR LLC 2005-1President EXPEDITED LOGISTICS AND FREIGHT SERVICES LLC, an Oklahoma limited liability company, as a Lender Loan Party Obligor By: NewStar FinancialExpedited Logistics and Freight Services LLC, Inc.a Texas limited liability company, its Sole Member as a Loan Party Obligator By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx Xxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxxxx X. Xxxxx TitleIts: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Vice President.

BORROWERS. BODY SHOP THE BON-TON DEPARTMENT STORES, INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President and Chief Financial Officer THE XXXXX-XXXXXXX STORES CORP. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer XXXXXX-XXXXX XXXXX XX, INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer BON-TON DISTRIBUTION, INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer MCRIL, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer THE BON-TON STORES OF LANCASTER, INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer The following Persons are signatories to this First Amendment to Second Amended and Restated Loan and Security Agreement in their capacity as Obligors and not as Borrowers: THE BON-TON STORES, INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer THE BON-TON GIFTCO, INC. By: /s/ J. Xxxxxxx Xxxxxx Name: J. Xxxxxxx Xxxxxx Title: Vice President — General Counsel & Secretary BANK OF AMERICA, INC.N.A., a Florida corporation as Agent and as Co-Collateral Agent By: /s/ Xxxxxx X. Xxxx Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxx Title: President and Chief Executive Officer CATALOGUE VENTURESDirector GENERAL ELECTRIC CAPITAL CORPORATION, INC.as a Co-Collateral Agent By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Duly Authorized Signatory BANK OF AMERICA, N.A., as a Florida corporation Lender By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTDCAPITAL ONE LEVERAGE FINANCE CORP., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Xxxxxxx X. Xxxxx Name: Xxxxxxxxxxx Xxx Xxxxxxx X. Xxxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLCSr. Vice Pres CITIZENS BANK OF PENNSYLVANIA, as a Lender By: NewStar Financial, Inc., its Designated Manager and Co-Documentation Agent By: /s/ P. Xxxxx Xxxxxxxxx Xxx Xxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxx Xxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLCGENERAL ELECTRIC CAPITAL CORPORATION, as a Lender By: /s/ Alexander J, Xxxxxxxx Xxxxxxx X. Xxxxxx Name: Xxxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxx TITLE: DULY AUTHORIZED SIGNATORY PNC BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx X. Xxxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxxx Title: Senior Vice President NATIONAL CITY SUNTRUST BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Xxxx X. Xxxxxxxxx Name: Xxxxxxxx Xxxxx Xxxx X. Xxxxxxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Director

BORROWERS. BODY SHOP THE BON-TON DEPARTMENT STORES, INC. By: /s/ J. Xxxxxxx Xxxxxx Name: J. Xxxxxxx Xxxxxx Title: Vice President — General Counsel and Secretary XXXXXX-XXXXX XXXXX XX, INC. By: /s/ J. Xxxxxxx Xxxxxx Name: J. Xxxxxxx Xxxxxx Title: Vice President — General Counsel and Secretary BON-TON DISTRIBUTION, LLC By: /s/ J. Xxxxxxx Xxxxxx Name: J. Xxxxxxx Xxxxxx Title: Vice President — General Counsel and Secretary MCRIL, LLC By: /s/ J. Xxxxxxx Xxxxxx Name: J. Xxxxxxx Xxxxxx Title: Vice President — General Counsel and Secretary The following Persons are signatories to this Consent and Third Amendment to Second Amended and Restated Loan and Security Agreement in their capacity as Obligors and not as Borrowers: THE BON-TON STORES, INC. By: /s/ J. Xxxxxxx Xxxxxx Name: J. Xxxxxxx Xxxxxx Title: Vice President — General Counsel and Secretary THE BON-TON GIFTCO, LLC By: /s/ J. Xxxxxxx Xxxxxx Name: J. Xxxxxxx Xxxxxx Title: Vice President and Secretary BANK OF AMERICA, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLCN.A., as Administrative Agent, as Co-Collateral Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., and as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Xxxxxx Xxxxxxx Name: Xxxxxxxxxxx Xxx Xxxxxx Xxxxxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLCCITIZENS BANK OF PENNSYLVANIA, as a Lender By: /s/ Alexander J, Xxxxxxxx Xxxxxxx Xxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxxx Xxxxxx Title: Senior Vice President NATIONAL CITY BMO XXXXXX BANK, N.A., as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director FIFTH THIRD BANK, as a Lender By: /s/ Xxxx X. Xxxxxxxx Xxxxx Name: Xxxx X. Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCVP [Bon-Ton — Consent and Third Amendment to Loan and Security Agreement] PNC BANK NATIONAL ASSOCIATION, as a Lender By: /s/ XxXx Xxxxxx-Xxxxx Name: XxXx Xxxxxx-Xxxxx Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated Vice President SUNTRUST BANK, as of January 25a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: VP TD BANK, 2008 DESIGNATED DEFAULTS NoneN.A., except:as a Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President [Bon-Ton — Consent and Third Amendment to Loan and Security Agreement]

BORROWERS. BODY SHOP OF AMERICADXXXXXX DYNAMICS, INC., a Florida corporation L.L.C. By: /s/ Xxxxxx X. Xxxx Rxxxxx XxXxxxxxx Name: Xxxxxx X. Xxxx Rxxxxx XxXxxxxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation VP CFO DXXXXXX DYNAMICS FINANCE COMPANY By: /s/ Xxxxxx X. Xxxx Rxxxxx XxXxxxxxx Name: Xxxxxx X. Xxxx Rxxxxx XxXxxxxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.VP CFO FXXXXX, a Delaware corporation LLC By: /s/ Xxxxxx X. Xxxx Rxxxxx XxXxxxxxx Name: Xxxxxx X. Xxxx Rxxxxx XxXxxxxxx Title: President and Chief Executive Officer RINZI AIRVP CFO HOLDINGS (for purposes of Section 8): DXXXXXX DYNAMICS, L.L.C., a Florida limited liability company INC. By: /s/ Xxxxxx X. Xxxx Rxxxxx XxXxxxxxx Name: Xxxxxx X. Xxxx Rxxxxx XxXxxxxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYVP CFO XXXXXX XXXXXX XX, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLCXXXXXX XXXXXXX BRANCH, as a Lender By: /s/ Alexander J, Xxxxxxxx Wxxxxxx X’Xxxx Name: Xxxxxxxxx X. Xxxxxxxx Wxxxxxx X’Xxxx Title: Director By: /s/ Ixxx Ivashkov Name: Ixxx Ivashkov Title: Associate JPMORGAN CHASE BANK, N.A. as a Lender By: /s/ Rxxxxxx Xxxxxx Name: Rxxxxxx Xxxxxx Title: Senior Vice President NATIONAL CITY BANKWachovia Capital Finance Corporation (Central), as a Lender By: /s/ Mxxxx Xxxxxxxx Xxxxx Name: Mxxxx Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE Vice President XXXXXXXXXXXX: XXXXXX XXXXXX XX, XXXXXX XXXXXXX BRANCH, as a Administrative Agent By: /s/ Wxxxxxx X’Xxxx Name: Wxxxxxx X’Xxxx Title: Director By: /s/ Ixxx Ivashkov Name: Ixxx Ivashkov Title: Associate XXXXXXXXX XX. 0 TO INTERCREDITOR AGREEMENT This AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (this “Amendment”), dated as of April [ ], 2010, is made and entered into among Dxxxxxx Dynamics, L.L.C., a Delaware limited liability company (the “Borrower”), Dxxxxxx Dynamics Finance Company, a Delaware corporation (“DD Finance”), Fxxxxx, LLC, as Delaware limited liability company (“Fxxxxx”), Dxxxxxx Dynamics, Inc., a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated Delaware corporation (“Holdings”), Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”), in its capacity as of January 25administrative agent under the ABL Loan Documents (as defined in the Intercreditor Agreement referred to below) (in such capacity, 2008 DESIGNATED DEFAULTS Nonethe “ABL Administrative Agent”), except:JPMorgan Chase Bank, N.A, in its capacity as collateral agent under the ABL Loan Documents (in such capacity, the “ABL Collateral Agent”), Credit Suisse, in its capacities as administrative agent (in such capacity, the “Term Administrative Agent” and, together with the ABL Administrative Agent, the “Administrative Agents”) and collateral agent (in such capacity, the “Term Collateral Agent”) under the Term Loan Documents (as defined in the Intercreditor Agreement referred to below).

BORROWERS. BODY SHOP OF AMERICA, INC., a Florida corporation ByWITNESS/ATTEST: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION LDRV HOLDINGS CORP., a Delaware corporation By: /s/ Mxxxx X. Xxxxxx Mxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Xxxxxx, Chief Executive Financial Officer RINZI AIRLAZYDAYS RV AMERICA, L.L.C.LLC, a Florida Delaware limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYLDRV Holdings Corp., LLCa Delaware corporation, as Administrative Agent By: Dymas Capital Management Company, LLC, its Its Manager By: /s/ Mxxxx X. Xxxxxx Mxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.Xxxxxx, as Chief Financial Officer LAZYDAYS RV DISCOUNT, LLC, a Lender Delaware limited liability company By: Xxxxxxxxx Financial LLCLDRV Holdings Corp., as Collateral a Delaware corporation, Its Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING Mxxxx X. Xxxxxx Mxxxx X. Xxxxxx, Chief Financial Officer LAZYDAYS MILE HI RV, LLC, as a Lender Delaware limited liability company By: NewStar FinancialLDRV Holdings Corp., Inc.a Delaware corporation, its Designated Its Manager By: /s/ P. Xxxxx Xxxxxxxxx NameMxxxx X. Xxxxxx Mxxxx X. Xxxxxx, Chief Financial Officer Guarantors’ Signature Page To Security Agreement: NewStar Financial TitleGUARANTORS: Managing Director NEWSTAR LLC 2005-1WITNESS/ATTEST: LAZYDAYS HOLDINGS, as INC, a Lender By: NewStar Financial, Inc., its Sole Member Delaware corporation By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Mxxxx X. Xxxxxx Mxxxx X. Xxxxxx, Chief Financial Title: Managing Director A3 FUNDING LPOfficer LAZY DAYS’ R.V. CENTER, as INC., a Lender By: A3 Fund Management LLC, its General Partner Delaware corporation By: /s/ Alexander JMxxxx X. Xxxxxx Mxxxx X. Xxxxxx, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LPChief Financial Officer LAZYDAYS LAND HOLDINGS, as LLC, a Lender Delaware limited liability company By: A4 Fund ManagementLDRV Holdings Corp., Inc.a Delaware corporation, its General Partner Its Manager By: /s/ Alexander JMxxxx X. Xxxxxx Mxxxx X. Xxxxxx, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Chief Financial Officer

BORROWERS. BODY SHOP OF AMERICAVH MERGERSUB, INC., a Florida corporation as Lead Borrower By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President MUSICIAN’S FRIEND, INC. By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Title: President Executive Vice President, General Counsel and Chief Executive Officer CATALOGUE VENTURESSecretary GUITAR CENTER STORES, INC., a Florida corporation . By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.VP of Corporate Development, a Delaware corporation General Counsel and Secretary As of and upon effectiveness of the Merger, the undersigned hereby acknowledges and agrees that it will succeed to all of the rights and obligations of the Lead Borrower set forth herein and that all references herein to the Lead Borrower shall thereupon be deemed to be references to the undersigned. GUITAR CENTER, INC. By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Title: Executive VP of Corporate Development, General Counsel and Secretary FACILITY GUARANTORS: GUITAR CENTER HOLDINGS, INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President and Chief Executive Officer RINZI AIRGUITAR CENTER GIFT CARD COMPANY, L.L.C., a Florida limited liability company LLC By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Title: President Executive Vice President, General Counsel and Chief Secretary HARMONY CENTRAL GROUP, LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Executive Officer ADMINISTRATIVE VP of Corporate Development, General Counsel and Secretary COLLATERAL AGENT: DYMAS FUNDING COMPANYJPMORGAN CHASE BANK, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager N.A. By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Executive Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.SCHEDULE I Borrowers VH MergerSub, as a Lender By: Xxxxxxxxx Financial LLCInc. Guitar Center, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLCInc. Guitar Center Stores, as a Lender By: NewStar FinancialInc. Musician’s Friend, Inc.Inc. SCHEDULE II Facility Guarantors Guitar Center Holdings, its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR Inc. Guitar Center Gift Card Company, LLC 2005-1Harmony Central Group, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: LLC EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as List of January 25, 2008 DESIGNATED DEFAULTS None, except:Copyrights United States Copyright Registrations and Applications Copyright Status App/Reg. No. App/Reg. Date Headstock design for Xxxxxxxx guitars Registered VAu691-983 11/7/2005 Foreign Copyright Registrations and Applications None XXXXXXX X Xxxx xx Xxxxxxx

BORROWERS. BODY SHOP OF AMERICARMG NETWORKS HOLDING CORPORATION f/k/a SCG Financial Acquisition Corp., as a Borrower By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Vice President SCG FINANCIAL MERGER I CORP., as a Borrower By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Vice President RMG NETWORKS HOLDINGS, INC. f/k/a Reach Media Group Holdings, Inc., as a Borrower By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Vice President RMG NETWORKS, INC., as a Florida corporation Borrower By: /s/ Xxxxxx X. Xxxxx Xxxx Name: Xxxxxx X. Xxxxx Xxxx Title: Executive Vice President and Chief Executive Officer CATALOGUE VENTURESRMG ENTERPRISE SOLUTIONS HOLDINGS CORPORATION f/k/a Symon Holdings Corporation, INC., as a Florida corporation Borrower By: /s/ Xxxxxx X. Xxxxx Xxxx Name: Xxxxxx X. Xxxxx Xxxx Title: Chief Executive Officer Vice President RMG ENTERPRISE SOLUTIONS, INC. f/k/a Symon Communications, Inc., as a Borrower By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Vice President GUARANTORS: BODY CENTRAL ACQUISITION CORPRMG MEDIA NETWORKS, INC., a Delaware corporation By: /s/ Xxxxxx X. Xxxxx Xxxx Name: Xxxxxx X. Xxxxx Xxxx Title: Executive Vice President and Chief Executive Officer RINZI AIR, L.L.C.EMN ACQUISITION CORPORATION, a Florida Delaware corporation By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Vice President EXECUTIVE MEDIA NETWORK, INC., a New York corporation By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Vice President CORPORATE IMAGE MEDIA, INC., a New York corporation By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Vice President PROPHET MEDIA LLC, a New York limited liability company By: /s/ Xxxxxx X. Xxxxx Xxxx Name: Xxxxxx X. Xxxxx Xxxx Title: Executive Vice President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYSYMON LV, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager a Nevada limited liability company By: /s/ Xxxxxx X. Xxxxxxx Xxxxx Xxxx Name: Xxxxxx X. Xxxxxxx Xxxxx Xxxx Title: Managing Director Executive Vice President LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-CHILDREN’S TRUST C/U THE XXXXXX X. XXXXXX 2009 GRAT #1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Xxxxxxxx Xxxxxx Name: NewStar Financial Xxxxxxxx Xxxxxx Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE Trustee WHITE KNIGHT CAPITAL MANAGEMENT LLC, as a Lender By: /s/ Alexander JXxxxxxx Xxxxx, Xxxxxxxx Trustee Name: Xxxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Revocable Trust UDT DTD 4/24/98 Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Member

BORROWERS. BODY SHOP OF AMERICAHARTMARX CORPORATION, INC., a Florida corporation as Debtor and Debtor-in-Possession By: /s/ Xxxxx X. Xxxxxx X. Xxxx Name: Xxxxx X. Xxxxxx X. Xxxx Title: Executive Vice President and Chief Executive Financial Officer CATALOGUE VENTURES, INC., a Florida corporation XXXXXXX APPAREL GROUP LIMITED By: /s/ Xxxxx X. Xxxxxx X. Xxxx Name: Xxxxx X. Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LPGUARANTORS EACH OF THE COMPANIES LISTED ON EXHIBIT A HERETO, each as a Lender By: A4 Fund Management, Inc., its General Partner Debtor and Debtor-in-Possession By: /s/ Alexander J, Xxxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxxxx Xxxxx X. Xxxxxxxx Xxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: of each such company EXHIBIT A TO WAIVER RATIFICATION AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated Guarantors Anniston Sportswear Corporation Robert’s International Corporation Consolidated Apparel Group, Inc. SALHOLD, Inc. Direct Route Marketing Corporation Seaford Clothing Co. Xxxx Xxxxxxxxx & Xxxx Society Brand, Ltd. Xxxxxx-Xxxxxxx Co., Inc. Xxxxxxx.xxx Apparel, Inc. HMX Sportswear, Inc. TAG Licensing, Inc. International Women’s Apparel, Inc. Tailored Trend, Inc. Xxxxxx-Xxxx, Inc. Thorngate Uniforms, Inc. HMX Luxury, Inc. Trade Finance International Limited Monarchy Group, Inc., formerly known as of January 25M Acquisition Corp. Winchester Clothing Company X. Xxxx & Company, 2008 DESIGNATED DEFAULTS NoneInc. Yorke Shirt Corporation National Clothing Company, except:Inc. Zooey Apparel, Inc Simply Blue Apparel, Inc., formerly known as SB Acquisition Corp. Universal Design Group, Ltd. Briar, Inc. Chicago Trouser Company, Ltd. C. M. Clothing, Inc.

BORROWERS. BODY SHOP COMMERCIAL VEHICLE GROUP, INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx MillerTitle: PresidentAddress: 0000 Xxxxxx Xxxxxxx New Albany, OH 43054 Attn: Chief Financial Officer Telecopy: (000) 000-0000 TRIM SYSTEMS, INC.TRIM SYSTEMS OPERATING CORP.CABARRUS PLASTICS, INC.MAYFLOWER VEHICLE SYSTEMS, LLCCVG MANAGEMENT CORPORATIONCVG LOGISTICS, LLCCVG ALABAMA, LLCCVG CVS HOLDINGS LLC CVG AR LLC CVG MONONA LLC CVG MONONA WIRE LLC CVG NATIONAL SEATING COMPANY LLC CVG XXXXXXX DEVICES LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx MillerTitle: Chief Financial Officer AGENT AND LENDERS: BANK OF AMERICA, INC., a Florida corporation N.A.,as Agent and Lender By: /s/ Xxxxxx X. Xxxx Xxxxxx Name: Xxxxxx NomuraTitle: Senior Vice PresidentAddress: 000 X. Xxxx TitleXxXxxxx, 9th Floor Chicago, IL 60603 Telecopy: President and Chief Executive Officer CATALOGUE VENTURES(000) 000-0000 JPMORGAN CHASE BANK, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as N.A.,as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx Xxxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxxxxxxxx X. ZawieTitle: Authorized OfficerAddress:1300 Xxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCXxxxxx, as a 00xx Xxxxx Xxxxxxxxx, XX 00000 SCHEDULE 1.1 to Loan and Security Agreement REVOLVER COMMITMENTS OF LENDERS Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as Revolver Commitment Bank of January 25America, 2008 DESIGNATED DEFAULTS NoneN.A. $48,750,000 JPMorgan Chase Bank, except:N.A. $16,250,000

BORROWERS. BODY SHOP OF AMERICA, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:

BORROWERS. BODY SHOP OF AMERICA, RESOLUTE FOREST PRODUCTS INC., a Florida corporation . By: /s/ Xxxxxx X. Xxxx Xxxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Xxxxxxx Title: Treasurer and Vice President and Chief Executive Officer CATALOGUE VENTURES, for Investor Relations RESOLUTE FP US INC., a Florida corporation . By: /s/ Xxxxxx X. Xxxx Xxxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Xxxxxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation Vice President and Treasurer CANADIAN BORROWER RESOLUTE FP CANADA INC. By: /s/ Xxxxxx X. Xxxx Xxxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Xxxxxxx Title: Vice President and Chief Executive Officer RINZI AIRTreasurer U.S. GUARANTORS ATLAS SOUTHEAST PAPERS, L.L.C.INC. BOWATER NUWAY MID-STATES INC. XXXXXXX CORP. FIBREK U.S. INC. FIBREK RECYCLING U.S. INC. XXXXXXX NEWSPRINT COMPANY RESOLUTE FP FLORIDA INC. ATLAS TISSUE HOLDINGS, a Florida limited liability company INC. RESOLUTE US LUMBER INC. RESOLUTE EL DORADO INC. By: /s/ Xxxxxx X. Xxxx Xxxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Xxxxxxx Title: Vice President and Chief Executive Officer ADMINISTRATIVE AGENTTreasurer ABITIBI CONSOLIDATED SALES LLC RESOLUTE GROWTH US LLC By: DYMAS FUNDING COMPANYResolute Forest Products Inc., its Sole Member By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Treasurer and Vice President for Investor Relations AUGUSTA NEWSPRINT HOLDING LLC By: Abitibi Consolidated Sales LLC, as Administrative Agent its Member By: Dymas Capital Management CompanyResolute Forest Products Inc., its Sole Member By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Treasurer and Vice President for Investor Relations RESOLUTE FP AUGUSTA LLC By: Abitibi Consolidated Sales LLC, its Manager By: Resolute Forest Products Inc., its Sole Member By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager Treasurer and Vice President for Investor Relations BOWATER NEWSPRINT SOUTH LLC By: /s/ Xxxxxxxxxxx Xxx Xxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx Xxx Xxxxxxx X. Xxxxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender Manager FD POWERCO LLC By: NewStar Financial/s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Manager GLPC RESIDUAL MANAGEMENT, LLC By: Fibrek Recycling U.S. Inc., its Designated Manager Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxx Name: NewStar Financial Xxxxxxxx Xxxxxxx Title: Managing Director NEWSTAR Vice President and Treasurer ACCURATE PAPER FLEET, LLC 2005-1, as a Lender By: NewStar FinancialAccurate Paper Holdings, LLC, its Sole Member By: Atlas Tissue Holdings, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxx Name: NewStar Financial Xxxxxxxx Xxxxxxx Title: Managing Director A3 FUNDING LPVice President and Treasurer ATLAS PAPER MANAGEMENT, as a Lender LLC By: A3 Fund Management Atlas Paper Xxxxx, LLC, its General Sole Member By: Atlas Tissue Holdings, Inc., its Sole Member By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer ACCURATE PAPER HOLDINGS, LLC ATLAS PAPER XXXXX, LLC By: Atlas Tissue Holdings, Inc., its Sole Member By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer RESOLUTE TISSUE LLC By: Resolute Growth US LLC, its sole member By: Resolute Forest Products Inc., its sole member By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Treasurer and Vice President for Investor Relations RESOLUTE HAGERSTOWN LLC By: Resolute FP US Inc., its Sole Member By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer RESOLUTE NAVCOR LLC RESOLUTE CADDO RIVER, LLC RESOLUTE CROSS CITY LLC RESOLUTE CROSS CITY REAL ESTATE HOLDINGS LLC RESOLUTE CROSS CITY TIMBER MANAGEMENT LLC RESOLUTE GLENWOOD LLC By: RESOLUTE US Lumber Inc., its Sole Member By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer CANADIAN GUARANTORS ABITIBIBOWATER CANADA INC. BOWATER CANADIAN LIMITED BOWATER LAHAVE CORPORATION FIBREK INTERNATIONAL INC. SFK PULP XXXXX INC. By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer FIBREK GENERAL PARTNERSHIP By: Resolute FP Canada Inc., its Managing Partner By: /s/ Alexander JXxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer BANK OF AMERICA, N.A., as U.S. Administrative Agent, U.S. Issuing Bank and U.S. Swingline Lender By: /s/ Xxxx Xxxxxxxx Name: Xxxxxxxxx X. Xxxx Xxxxxxxx Title: Vice President A4 FUNDING LPBANK OF AMERICA, N.A. (acting through its Canada branch), as a Canadian Administrative Agent, Canadian Issuing Bank and Canadian Swingline Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Xxxxxx Xxxxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxx Xxxxxxxxxx Title: Vice President ABLECO FINANCE LLCBANK OF AMERICA, N.A., as a Lender By: /s/ Alexander J, Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Vice President BANK OF AMERICA, N.A. (acting through its Canada Branch), as a Lender By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Vice President Bank of Montreal, as a U.S. Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President Bank of Montreal, as a Canadian Lender By: /s/ Xxxxx Xxxxxxx-Xxxxxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxxx-Xxxxxxxxx Title: Managing Director Xxxxx Fargo Bank, N.A., as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory Xxxxx Fargo Capital Finance Corporation Canada, as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President NATIONAL CITY BANKCanadian Imperial Bank of Commerce, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Executive Director By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Executive Director TD Bank, N.A., as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice-President The Toronto-Dominion Bank, as a Lender By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCSenior Manager, Commercial Credit ROYAL BANK OF CANADA, as a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: EXHIBIT Authorized Signatory Exhibit A TO WAIVER AND THIRD AMENDMENT TO FINANCING Amended Credit Agreement [See attached] CREDIT AGREEMENT among RESOLUTE FOREST PRODUCTS INC., as Company, RESOLUTE FP CANADA INC., Certain of the Company’s subsidiaries from time to time party hereto as Borrowers and Guarantors, VARIOUS LENDERS, BANK OF AMERICA, N.A., as U.S. ADMINISTRATIVE AGENT and COLLATERAL AGENT, BANK OF AMERICA, N.A. (ACTING THROUGH ITS CANADA BRANCH), as CANADIAN ADMINISTRATIVE AGENT Dated as of May 22, 2015 (as amended by the First Amendment dated as of December 22, 2017 as further amended by the Second Amendment dated as of May 14, 2019 as further amended by the Third Amendment dated as of January 2528, 2008 DESIGNATED DEFAULTS None2021 and as further amended by the ThirdFourth Amendment dated as of January 28December 15, except:2021), TD BANK, N.A. and CANADIAN IMPERIAL BANK OF COMMERCE, as CO-DOCUMENTATION AGENTS BMO CAPITAL MARKETS CORP. and XXXXX FARGO BANK, N.A., as CO-SYNDICATION AGENTS, BOFA SECURITIES, INC., BMO CAPITAL MARKETS CORP., and XXXXX FARGO BANK, N.A., as JOINT LEAD ARRANGERS and JOINT BOOKRUNNERS TABLE OF CONTENTS Page SECTION 1 DEFINITIONS AND ACCOUNTING TERMS 1 1.01. Defined Terms 1 1.02. Terms Generally 6166 1.03. Uniform Commercial Code and PPSA 6166 1.04. Exchange Rates; Currency Equivalent 6266 1.05. Interpretation (Quebec) 6267 1.06. Currency Fluctuations 6267 1.07. Divisions 6368 1.08. Limited Condition Transactions 68 SECTION 2 AMOUNT AND TERMS OF CREDIT 6369 2.01. Commitments 6369 2.02. Loans 6470 2.03. Borrowing Procedure 6572 2.04. Evidence of Debt; Repayment of Loans 6673 2.05. Fees 6773 2.06. Interest on Loans 6875 2.07. Termination and Reduction of Commitments 7076 2.08. Interest Elections 7177

BORROWERS. BODY SHOP OF AMERICADREAMS, INC., a Florida corporation . By: /s/ Xxxxxx X. Xxxx NameBy: Xxxxxx X. Xxxx TitleXxxxx Xxxxxx, Secretary Xxxxxxx Xxxxxxx, Chief Financial Officer [CORPORATE SEAL] DREAMS FRANCHISE CORPORATION By: By: Xxxxx Xxxxxx, Secretary Xxxxxxx Xxxxxxx, Vice President and Chief Executive Officer CATALOGUE VENTURES[CORPORATE SEAL] DREAMS PRODUCTS, INC., a Florida corporation . By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Xxxxx Xxxxxx, Secretary Xxxxxxx Xxxxxxx, Vice President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company [CORPORATE SEAL] DREAMS RETAIL CORPORATION By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management CompanyXxxxx Xxxxxx, LLCSecretary Xxxxxxx Xxxxxxx, Vice President [CORPORATE SEAL] DREAMS PARAMUS, LLC By: Dreams Retail Corporation, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLCXxxxx Xxxxxx, its General Partner Secretary Xxxxxxx Xxxxxxx, Vice President [SEAL] DREAMS / PRO SPORTS, INC. By: /s/ Alexander JBy: Xxxxx Xxxxxx, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Secretary Xxxxxxx Xxxxxxx, Vice President A4 FUNDING LP, as a Lender [CORPORATE SEAL] FANSEDGE INCORPORATED By: A4 Fund ManagementBy: Xxxxx Xxxxxx, Secretary Xxxxxxx Xxxxxxx, Vice President [CORPORATE SEAL] RIOFOD, L.P. By: Dreams, Inc., its General Partner By: /s/ Alexander JBy: Xxxxx Xxxxxx, Xxxxxxxx NameSecretary Xxxxxxx Xxxxxxx, Chief Financial Officer [SEAL] [Signatures continue on following page.] Revolving Note XXXXXX, X.X. By: Xxxxxxxxx X. Xxxxxxxx TitleDreams, Inc., its General Partner By: By: Xxxxx Xxxxxx, Secretary Xxxxxxx Xxxxxxx, Chief Financial Officer [SEAL] SWFOD, L.P. By: Dreams, Inc., its General Partner By: By: Xxxxx Xxxxxx, Secretary Xxxxxxx Xxxxxxx, Chief Financial Officer [SEAL] STARSLIVE365, LLC By: Dreams, Inc., its Manager By: By: Xxxxx Xxxxxx, Secretary Xxxxxxx Xxxxxxx, Chief Financial Officer [SEAL] 365 LAS VEGAS, L.P. By: Dreams, Inc., its General Partner By: By: Xxxxx Xxxxxx, Secretary Xxxxxxx Xxxxxxx, Chief Financial Officer [SEAL] THE XXXXXX ORGANIZATION, INC. By: By: Xxxxx Xxxxxx, Secretary Xxxxxxx Xxxxxxx, Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:[CORPORATE SEAL]

BORROWERS. BODY SHOP OF AMERICANEENAH PAPER, INC., as a Florida corporation Borrower By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President Senior Vice President, CFO and Chief Executive Officer CATALOGUE VENTURESTreasurer NEENAH PAPER MICHIGAN, INC., as a Florida corporation Borrower By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORSSenior Vice President, CFO and Treasurer NPCC HOLDING COMPANY, LLC, as a Borrower By: BODY CENTRAL ACQUISITION CORP.Neenah Paper, a Delaware corporation Inc., as its sole member By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President Senior Vice President, CFO and Chief Executive Officer RINZI AIRTreasurer NEENAH PAPER FVC, L.L.C.LLC (successor by conversion to Neenah Paper FVC, Inc.), as a Florida limited liability company Borrower By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President Senior Vice President, CFO and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYTreasurer SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT NEENAH PAPER, INC. NEENAH PAPER FR, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager a Borrower By: /s/ Xxxxxx X. Xxxxxxx Xxxx Name: Xxxxxx X. Xxxxxxx Xxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.Senior Vice President, CFO and Treasurer SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT NEENAH PAPER, INC. JPMORGAN CHASE BANK, N.A., as a Lender, as the Agent and as Swingline Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxx X Xxxxxxxx Name: Xxxxxxxxx Xxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LPAuthorized Officer SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT NEENAH PAPER, as a Lender By: A4 Fund ManagementINC. BANK OF AMERICA, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLCN.A., as a Lender By: /s/ Alexander J, Xxxxxxxx Xxxxxx X. Xxxxx Name: Xxxxxxxxx Xxxxxx X. Xxxxxxxx Xxxxx Title: Senior Vice President NATIONAL CITY BANKSECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT NEENAH PAPER, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCINC. UBS AG, Stamford Branch, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD By: Name: Title: SECOND AMENDMENT TO FINANCING SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated NEENAH PAPER, INC. XXXXXXX XXXXX LENDING PARTNERS LLC, as of January 25a Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT NEENAH PAPER, 2008 DESIGNATED DEFAULTS NoneINC. BMO XXXXXX BANK, except:N.A., as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT NEENAH PAPER, INC.

BORROWERS. BODY SHOP OF AMERICA, MEDIACO HOLDING INC., as the Borrower Representative and a Florida corporation Borrower By: /s/ Xxxxxx X. Xxxx J. Sxxxx Xxxxxxx Name: Xxxxxx X. Xxxx J. Sxxxx Xxxxxxx Title: President Executive Vice President, General Counsel and Chief Executive Officer CATALOGUE VENTURESSecretary MEDIACO WQHT LICENSE LLC, as a Borrower By: MEDIACO HOLDING INC., a Florida corporation its sole member and manager By: /s/ Xxxxxx X. Xxxx J. Sxxxx Xxxxxxx Name: Xxxxxx X. Xxxx J. Sxxxx Xxxxxxx Title: Executive Vice President, General Counsel and Secretary MEDIACO WBLS LICENSE LLC, as a Borrower By: MEDIACO HOLDING INC., its sole member and manager By: /s/ J. Sxxxx Xxxxxxx Name: J. Sxxxx Xxxxxxx Title: Executive Vice President, General Counsel and Secretary FMG KENTUCKY, LLC, as a Borrower By: /s/ J. Sxxxx Xxxxxxx Name: J. Sxxxx Xxxxxxx Title: Executive Vice President, General Counsel and Secretary FMG VALDOSTA, LLC, as a Borrower By: /s/ J. Sxxxx Xxxxxxx Name: J. Sxxxx Xxxxxxx Title: Executive Vice President, General Counsel and Secretary GACP FINANCE CO., LLC, as Term Agent By: /s/ Jxxx Xxx Name: Jxxx Xxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.GACP II, a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.L.P., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Term Lender By: /s/ Alexander J, Xxxxxxxx Jxxx Xxx Name: Xxxxxxxxx X. Xxxxxxxx Jxxx Xxx Title: Senior Vice President NATIONAL CITY Chief Executive Officer HAMNI BANK, as a Term Lender By: /s/ Xxxxxxxx Xxxxx Jxx Xxx Name: Xxxxxxxx Xxxxx Jxx Xxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:EVP & Regional Chief Banking Officer

BORROWERS. BODY SHOP OF AMERICASTARWOOD PROPERTY MORTGAGE SUB-10, INC.L.L.C. STARWOOD PROPERTY MORTGAGE SUB-10-A, a Florida corporation L.L.C. By: /s/ Xxxxxx X. Xxxx Xxxxxx Name: Xxxxxx X. Xxxx Xxxxxx Title: President and Chief Executive Officer CATALOGUE VENTURESAuthorized Signatory of each entity listed above GUARANTORS: STARWOOD PROPERTY TRUST, INC.. STARWOOD PROPERTY MORTGAGE SUB-10 HOLDCO, a Florida corporation L.L.C. STARWOOD PROPERTY MORTGAGE SUB-10-A HOLDCO, L.L.C. SPT ACQUISITIONS HOLDCO, LLC SPT ACQUISITIONS SUB-1, LLC SPT ACQUISITIONS SUB-1-A, LLC By: /s/ Xxxxxx X. Xxxx Xxxxxx Name: Xxxxxx X. Xxxx Xxxxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.Authorized Signatory of each entity listed above BANK OF AMERICA, a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLCN.A., as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LPBANK OF AMERICA, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLCN.A., as a Lender By: /s/ Alexander J, Xxxxxxxx Xxxxxx Xxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxx Xxxx Title: Senior Vice President NATIONAL CITY BANKCITIBANK, N.A., as a Lender By: /s/ Xxxxxxxx Xxxxx Xxxxxx Name: Xxxxxxxx Xxxxx Xxxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCAuthorized Signatory BARCLAYS BANK PLC, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: EXHIBIT A Vice President DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director XXXXXXX XXXXX BANK USA, as a Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Signatory JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Executive Director CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender By: /s/ Xxxxxxx X’Xxxx Name: Xxxxxxx X’Xxxx Title: Authorized Signatory By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory ANNEX I TO WAIVER AND THIRD SECOND AMENDMENT TO FINANCING THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:EXHIBIT K-2 FORM OF ELIGIBLE LOAN ASSET CREDIT MEMORANDUM (PROJECT FINANCE LOAN ASSETS) On file with Administrative Agent.

BORROWERS. BODY SHOP OF AMERICASARATOGA RESOURCES, INC., a Florida Texas corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURESHARVEST OIL & GAS, INC.LLC, a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida Louisiana limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENTTHE HARVEST GROUP LLC, a Louisiana limited liability company By: DYMAS FUNDING COMPANY/s/ Name: Title: LOBO OPERATING, INC., a Texas corporation By: /s/ Name: Title: LOBO RESOURCES, INC., a Texas corporation By: /s/ Name: Title: SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Amendment effective as of the date first above written. Administrative Agent: WAYZATA INVESTMENT PARTNERS LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERSLenders: XXXXXXXXX FINANCIAL CAYMAN LTD.WAYZATA OPPORTUNITIES FUND, as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANKWAYZATA OPPORTUNITIES FUND II, L.P., as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A SIGNATURE PAGE TO WAIVER AND THIRD FIRST AMENDMENT TO FINANCING AMENDED AND RESTATED CREDIT AGREEMENT Dated EXHIBIT B [Form of] COMPLIANCE CERTIFICATE _____________, 20[__] Wayzata Investment Partners LLC, as Administrative Agent 000 Xxxx Xxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxxxx 00000 Attention : Xxxxxxx Xxxxxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 E-mail: xxxxxxxxxx@xxxxxxxxxxxx.xxx and Attention: Xxxx Xxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 E-mail: xxxxxxx@xxxxxxxxxxxx.xxx Re: Amended and Restated Credit Agreement, dated as of January 25July 14, 2008 DESIGNATED DEFAULTS None2008, exceptby and among Saratoga Resources, Inc. (the “Borrower”), the Designated Borrowers, Wayzata Investment Partners LLC, as successor Administrative Agent and the Lenders signatory thereto (the “Lenders”) and certain other Persons party thereto (as amended, restated, or supplemented from time to time, the “Credit Agreement”) Ladies and Gentlemen: Pursuant to applicable requirements of the Credit Agreement, the undersigned, as a Responsible Representative of the Borrower, hereby certifies to you the following information as true and correct as of the date hereof or for the period indicated, as the case may be:

BORROWERS. BODY SHOP OF AMERICAMATTRESS FIRM, INC., a Florida corporation Delaware corporation, By: /s/ Xxxxxx Xxx X. Xxxx Xxxxx Name: Xxxxxx Xxx X. Xxxx Xxxxx Title: President and Chief Executive Officer CATALOGUE VENTURESTreasurer & Secretary MATTRESS FIRM-GEORGIA, INC., a Florida corporation Georgia corporation, By: /s/ Xxxxxx Xxx X. Xxxx Xxxxx Name: Xxxxxx Xxx X. Xxxx Xxxxx Title: Chief Executive Officer Treasurer & Secretary GUARANTORS: BODY CENTRAL ACQUISITION MATTRESS HOLDING CORP., a Delaware corporation By: /s/ Xxxxxx Xxx X. Xxxx Xxxxx Name: Xxxxxx Xxx X. Xxxx Xxxxx Title: Chief Financial Officer MATTRESS FIRM INVESTMENT MANAGEMENT, INC., an Arizona corporation By: /s/ Xxxxxxx McCowvery Name: Xxxxxxx McCowvery Title: Vice President and Chief Executive Officer RINZI AIRFESTRO, L.L.C.INC., a Florida Texas corporation By: /s/ Xxx X. Xxxxx Name:Xxx X. Xxxxx Title: Treasurer & Secretary TEAMEXCEL MANAGEMENT COMPANY, a Texas corporation By: /s/ Xxx X. Xxxxx Name: Xxx X. Xxxxx Title: Treasurer & Secretary MATTRESS FIRM OPERATING, LTD., a Texas limited partnership By: Festro, Inc., its general partner By: /s/ Xxx X. Xxxxx Name: Xxx X. Xxxxx Title: Treasurer & Secretary MATTRESS VENTURE INVESTMENT MANAGEMENT, LLC, an Arizona limited liability company By: /s/ Xxxxxx X. Xxxx Xxxxxxx McCowvery Name: Xxxxxx X. Xxxx Xxxxxxx McCowvery Title: Vice President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYFESTRO II, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager a Texas limited liability company By: /s/ Xxxxxx Xxx X. Xxxxxxx Xxxxx Name: Xxxxxx Xxx X. Xxxxxxx Xxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.Treasurer & Secretary THE MATTRESS VENTURE, as L.P., a Lender Texas limited partnership By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar FinancialFestro, Inc., its Designated Manager general partner By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx Xxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxx X. Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Treasurer & Secretary

BORROWERS. BODY SHOP OF AMERICAPERNIX THERAPEUTICS, LLC, a Louisiana limited liability company By: Pernix Therapeutics Holdings, Inc., a Maryland corporation Its: Sole Member and Sole Manager By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer CYPRESS PHARMACEUTICALS, INC., a Florida Mississippi corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer CATALOGUE VENTURESBORROWERS: GTA GP, INC., a Florida Maryland corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GUARANTORSGTA LP, INC., a Maryland corporation By: BODY CENTRAL ACQUISITION CORP/s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GAINE, INC., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer RINZI AIR, L.L.C.RESPICOPEA INC., a Florida Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer HAWTHORN PHARMACEUTICALS, INC., a Mississippi corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer PERNIX SLEEP, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer LENDER: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Director AGENT: DYMAS MIDCAP FUNDING COMPANYIV, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxxx (SEAL) Xxxxxxx Title: Xxxxxxxx Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Director

BORROWERS. BODY SHOP OF AMERICA, SOLA INTERNATIONAL INC., a Florida corporation . By: /s/ Xxxxxx X. Xxxx Xxxxx Xxxxx --------------------------------------------------- Name: Xxxxxx X. Xxxx Xxxxx Xxxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation Attorney in Fact SOLA IFSC SOLA INTERNATIONAL HOLDINGS LTD. (ACN007719708) SOLA OPTICAL HOLDINGS (U.K.) LIMITED SOLA OPTICAL X.X. XXXX OPTICAL GMBH SOLA HONG KONG LIMITED SOLA ADC LENSES LIMITED SOLA OPTICAL ITALIA S.P.A. SOLA OPTICAL JAPAN LIMITED SOLA OPTICAL SINGAPORE PTE. LTD. AMERICAN OPTICAL COMPANY INTERNATIONAL AG By: /s/ Xxxxxx X. Xxxx Xxxxx Xxxxx ----------------------------------------------------- Name: Xxxxxx X. Xxxx Xxxxx Xxxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.Attorney in Fact BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a Delaware corporation as Agent By: /s/ Xxxxxx X. Xxxx Xxxxxxxxx Xxxxx ----------------------------------------------------- Name: Xxxxxx X. Xxxx Xxxxxxxxx Xxxxx Title: Vice President BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Issuing Bank and Chief Executive Officer RINZI AIR, L.L.C., as a Florida limited liability company Bank By: /s/ Xxxxxx Xxxxx X. Xxxx Xxxxxxx ----------------------------------------------------- Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.THE BANK OF NOVA SCOTIA, as Co-Agent and as a Lender Bank By: Xxxxxxxxx Financial LLC/s/ Xxxxx Xxxxxx ----------------------------------------------------- Name: Xxxxx Xxxxxx Title: Relationship Manager BANKBOSTON N.A., as Collateral Co-Agent and as a Bank By: /s/ Xxxxxx X. XxxXxxxxxx ----------------------------------------------------- Name: Xxxxxx X. XxxXxxxxxx Title: Vice President NATIONSBANK OF TEXAS N.A., as Co-Agent and as a Bank By: /s/ Xxxxxxxx X. Xxxxx ----------------------------------------------------- Name: Xxxxxxxx X. Xxxxx Title: Vice President LASALLE NATIONAL BANK By: /s/ Xxxxx X. Xxxxxxxx ----------------------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: VP SOCIETE GENERALE By: /s/ Xxxxxxx X. Xxxxx ----------------------------------------------------- Name: Xxxxxxx X. Xxxxx Title: Vice President BANQUE PARIBAS By: /s/ Xxxx X. XxXxxxxxx, III ----------------------------------------------------- Name: Xxxx X. XxXxxxxxx, III Title: Vice President By: /s/ Xxxxx Xxxxxxxxx ----------------------------------------------------- Name: Xxxxx Xxxxxxxxx Title: Vice President 12 COMMERZBANK AKTIENGESELLSCHAFT, Los Angeles Branch By: /s/ Christian Jagenberg ----------------------------------------------------- Name: Christian Jagenberg Title: SVP and Manager By: /s/ Xxxxxxxxxxx Xxx Xxxx Xxxxxxxx ----------------------------------------------------- Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxx Xxxxxxxx Title: Vice President A4 FUNDING LPXXXXX FARGO BANK, as a Lender By: A4 Fund Management, Inc., its General Partner NATIONAL ASSOCIATION By: /s/ Alexander J, Xxxxxxxx Xxxx X. XxXxxxx ----------------------------------------------------- Name: Xxxx X. XxXxxxx Title: VP BANQUE NATIONALE DE PARIS By: /s/ Xxxxxxxxx Xxxxx ----------------------------------------------------- Name: Xxxxxxxxx X. Xxxxxxxx Xxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Xxxxxxx X. Xxxxx ----------------------------------------------------- Name: Xxxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Title: Senior Assistant Vice President NATIONAL CITY THE DAI-ICHI KANGYO BANK, as a Lender LIMITED, SAN FRANCISCO AGENCY By: /s/ Xxxxxxxx Xxxxx Xxxxxxx ----------------------------------------------------- Name: Xxxxxxxx Xxxxx Xxxxxxx Title: Portfolio General Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:& Agent

BORROWERS. BODY SHOP OF AMERICAAMERICAN REALTY CAPITAL HOSPITALITY PORTFOLIO SMT, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.LLC, a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Pxxx X. Xxxxxx X. Xxxx Name: Pxxx X. Xxxxxx X. Xxxx Title: President and Chief Executive Officer Authorized Signatory AMERICAN REALTY CAPITAL HOSPITALITY PORTFOLIO WSC, LLC, a Delaware limited liability company By: /s/ Pxxx X. Xxxxxx Name: Pxxx X. Xxxxxx Title: Authorized Signatory AMERICAN REALTY CAPITAL HOSPITALITY PORTFOLIO NBL, LLC, a Delaware limited liability company By: /s/ Pxxx X. Xxxxxx Name: Pxxx X. Xxxxxx Title: Authorized Signatory ARC HOSPITALITY SMT CY FLGAZ OWNER, LLC, a Delaware limited liability company By: /s/ Pxxx X. Xxxxxx Name: Pxxx X. Xxxxxx Title: Authorized Signatory ARC HOSPITALITY SMT SHS FLGAZ OWNER, LLC, a Delaware limited liability company By: /s/ Pxxx X. Xxxxxx Name: Pxxx X. Xxxxxx Title: Authorized Signatory ARC HOSPITALITY SMT FTWIN001 OWNER, LLC, a Delaware limited liability company By: /s/ Pxxx X. Xxxxxx Name: Pxxx X. Xxxxxx Title: Authorized Signatory ARC HOSPITALITY SMT RI FTWIN OWNER, LLC, a Delaware limited liability company By: /s/ Pxxx X. Xxxxxx Name: Pxxx X. Xxxxxx Title: Authorized Signatory ARC HOSPITALITY SMT BTRLA001 OWNER, LLC, a Delaware limited liability company By: /s/ Pxxx X. Xxxxxx Name: Pxxx X. Xxxxxx Title: Authorized Signatory ARC HOSPITALITY SMT FIS BTRLA OWNER, LLC, a Delaware limited liability company By: /s/ Pxxx X. Xxxxxx Name: Pxxx X. Xxxxxx Title: Authorized Signatory ARC HOSPITALITY SMT SHS BTRLA OWNER, LLC, a Delaware limited liability company By: /s/ Pxxx X. Xxxxxx Name: Pxxx X. Xxxxxx Title: Authorized Signatory ARC HOSPITALITY SMT TPS BTRLA OWNER, LLC, a Delaware limited liability company By: /s/ Pxxx X. Xxxxxx Name: Pxxx X. Xxxxxx Title: Authorized Signatory ARC HOSPITALITY SMT MDFOR001 OWNER, LLC, a Delaware limited liability company By: /s/ Pxxx X. Xxxxxx Name: Pxxx X. Xxxxxx Title: Authorized Signatory ARC HOSPITALITY SMT ELPTX001 OWNER, LP, a Delaware limited partnership By: ARC Hospitality SMT NTC Owner GP, LLC, a Delaware limited liability company, its general partner By: /s/ Pxxx X. Xxxxxx Name: Pxxx X. Xxxxxx Title: Authorized Signatory ARC HOSPITALITY NBL MNTCA001 OWNER, LP, a Delaware limited partnership By: ARC Hospitality NBL NTC Owner GP, LLC, a Delaware limited liability company, its general partner By: /s/ Pxxx X. Xxxxxx Name: Pxxx X. Xxxxxx Title: Authorized Signatory ARC HOSPITALITY NBL HYP SCHIL OWNER, LLC, a Delaware limited liability company By: /s/ Pxxx X. Xxxxxx Name: Pxxx X. Xxxxxx Title: Authorized Signatory ARC HOSPITALITY NBL HH ATLGA OWNER, LLC, a Delaware limited liability company By: /s/ Pxxx X. Xxxxxx Name: Pxxx X. Xxxxxx Title: Authorized Signatory ARC HOSPITALITY NBL CY CBSOH OWNER, LLC, a Delaware limited liability company By: /s/ Pxxx X. Xxxxxx Name: Pxxx X. Xxxxxx Title: Authorized Signatory ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager DEUTSCHE BANK AG NEW YORK BRANCH By: /s/ Xxxxxx X. Jxxxx Xxxxxxx Name: Xxxxxx X. Jxxxx Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Mxxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Mxxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25February 11, 2008 DESIGNATED DEFAULTS None, except:2016

BORROWERS. BODY SHOP OF AMERICAAB-XXXXXX PRIVATE EQUITY INVESTORS 2019 (DELAWARE) FUND L.P. By: AB-Xxxxxx Private Equity Investors G.P. L.P., INC., a Florida corporation its general partner By: /s/ Xxxxxx X. Xxxx Xxx Xxxxxxxxxxx Name: Xxxxxx X. Xxxx Xxx Xxxxxxxxxxx Title: Vice President and Chief Executive Officer CATALOGUE VENTURES, INC.AB-XXXXXX PRIVATE EQUITY INVESTORS 2020 (DELAWARE) FUND L.P., a Florida corporation Delaware limited partnership By: AB-Xxxxxx Private Equity Investors 2020 G.P. L.P., a Delaware limited partnership, its general partner By: /s/ Xxxxxx X. Xxxx Xxx Xxxxxxxxxxx Name: Xxxxxx X. Xxxx Xxx Xxxxxxxxxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.Vice President AB-XXXXXX PRIVATE EQUITY SOLUTIONS 2021 (DELAWARE) FUND L.P., a Delaware corporation limited partnership By: AB-Xxxxxx Private Equity Solutions 2021 G.P. L.P., a Delaware limited partnership, its general partner By: /s/ Xxxxxx X. Xxxx Xxx Xxxxxxxxxxx Name: Xxxxxx X. Xxxx Xxx Xxxxxxxxxxx Title: Vice President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company HSBC – AB Umbrella – Third Amendment to Revolving Credit Agreement GENERAL PARTNERS: AB-XXXXXX PRIVATE EQUITY INVESTORS G.P. L.P. By: /s/ Xxxxxx X. Xxxx Xxx Xxxxxxxxxxx Name: Xxxxxx X. Xxxx Xxx Xxxxxxxxxxx Title: Vice President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager AB-XXXXXX PRIVATE EQUITY INVESTORS 2020 G.P. L.P. By: /s/ Xxxxxx X. Xxxxxxx Xxx Xxxxxxxxxxx Name: Xxxxxx X. Xxxxxxx Xxx Xxxxxxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.Vice President AB-XXXXXX PRIVATE EQUITY SOLUTIONS 2021 G.P. L.P., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager Delaware limited partnership By: /s/ Xxx Xxxxxxxxxxx Xxx Name: Xxx Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLCVice President HSBC – AB Umbrella – Third Amendment to Revolving Credit Agreement NEW FUND GROUP BORROWERS: AB PRIVATE CREDIT INVESTORS MIDDLE MARKET DIRECT LENDING FUND, as a Lender L.P., By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLCAB PRIVATE CREDIT INVESTORS MIDDLE MARKET DIRECT LENDING G.P. L.P., its General Partner By: /s/ Alexander J, Xxxxxxxx Xxx Xxxxxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxx Xxxxxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner AB PRIVATE CREDIT INVESTORS CORPORATION By: /s/ Alexander J, Xxxxxxxx Xxx Xxxxxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxx Xxxxxxxxxxx Title: Vice President ABLECO FINANCE LLCHSBC – AB Umbrella – Third Amendment to Revolving Credit Agreement NEW GENERAL PARTNER: AB PRIVATE CREDIT INVESTORS MIDDLE MARKET DIRECT LENDING G.P. L.P., as a Lender By: /s/ Alexander J, Xxxxxxxx Xxx Xxxxxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxx Xxxxxxxxxxx Title: Senior Vice President HSBC – AB Umbrella – Third Amendment to Revolving Credit Agreement ADMINISTRATIVE AGENT: HSBC BANK USA, NATIONAL CITY BANKASSOCIATION, as a Administrative Agent By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Associate Director HSBC – AB Umbrella – Third Amendment to Revolving Credit Agreement LENDERS: HSBC BANK USA, NATIONAL ASSOCIATION, as the Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Managing Director HSBC – AB Umbrella – Third Amendment to Revolving Credit Agreement

BORROWERS. BODY SHOP OF AMERICANEWEGG COMMERCE, INC., a Florida corporation British Virgin Islands business company incorporated with limited liability By: /s/ Xxxxxx X. Xxxxxxx Xxxx Name: Xxxxxx X. Xxxxxxx Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx TitleTit1e: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORPNEWEGG INC., a Delaware corporation By: /s/ Xxxxxx X. Xxxxxxx Xxxx Name: Xxxxxx X. Xxxxxxx Xxxx TitleTit1e: President and Chief Executive Officer RINZI AIR, L.L.C.NEWEGG NORTH AMERICA INC., a Florida limited liability company Delaware corporation By: /s/ Xxxxxx X. Xxxx Yueh-Pai “Xxxxxx” Xxxxx Name: Xxxxxx X. Xxxx TitleXxxx-Xxx “Xxxxxx” Xxxxx Tit1e: President and Chief Executive Financial Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYXXXXXX.XXX AMERICAS INC., LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager a Delaware corporation By: /s/ Xxxxxx X. Xxxxxxx Yueh-Pai “Xxxxxx” Xxxxx Name: Xxxxxx X. Xxxxxxx TitleYueh-Pai “Xxxxxx” Xxxxx Tit1e: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTDChief Financial Officer NEWEGG CANADA INC., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager an Ontario corporation By: /s/ Xxxxxxxxxxx Xxxx-Xxx Xxxxxx” Xxxxx Name: Xxxxxxxxxxx Xxxx-Xxx Xxxxxx” Xxxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLCChief Financial Officer Signature Page to Revolving Credit Note — Preferred Bank XXXXXXX ASSOCIATE, as INC., a Lender By: NewStar Financial, Inc., its Designated Manager California corporation By: /s/ P. Yueh-Pai “Xxxxxx” Xxxxx Xxxxxxxxx Name: NewStar Yueh-Pai “Xxxxxx” Xxxxx Tit1e: Chief Financial Title: Managing Director NEWSTAR LLC 2005-1Officer ROSEWILL INC., as a Lender By: NewStar Financial, Inc., its Sole Member Delaware corporation By: /s/ P. Yueh-Pai “Xxxxxx” Xxxxx Xxxxxxxxx Name: NewStar Yueh-Pai “Xxxxxx” Xxxxx Tit1e: Chief Financial Title: Managing Director A3 FUNDING LPOfficer NEWEGG BUSINESS INC., as a Lender By: A3 Fund Management LLC, its General Partner Delaware corporation By: /s/ Alexander J, Xxxxxxxx Yueh-Pai “Xxxxxx” Xxxxx Name: Xxxxxxxxx X. Xxxxxxxx TitleYueh-Pai “Xxxxxx” Xxxxx Tit1e: Vice President A4 FUNDING LPChief Financial Officer OZZO INC., as a Lender By: A4 Fund Management, Inc., its General Partner Delaware corporation By: /s/ Alexander J, Xxxxxxxx Yueh-Pai “Xxxxxx” Xxxxx Name: Xxxxxxxxx X. Xxxxxxxx TitleYueh-Pai “Xxxxxx” Xxxxx Tit1e: Vice President ABLECO FINANCE LLCChief Financial Officer NEWEGG STAFFING INC., as a Lender Delaware corporation By: /s/ Alexander J, Xxxxxxxx Yueh-Pai “Xxxxxx” Xxxxx Name: Xxxxxxxxx X. Xxxxxxxx Yueh-Pai “Xxxxxx” Xxxxx Title: Senior Vice President NATIONAL CITY BANKChief Financial Officer INOPC, as a Lender INC., an Indiana corporation By: /s/ Xxxxxxxx Yueh-Pai “Xxxxxx” Xxxxx Name: Xxxxxxxx Yueh-Pai “Xxxxxx” Xxxxx Tit1e: Chief Financial Officer CAOPC, INC., a California corporation By: /s/ Yueh-Pai “Xxxxxx” Xxxxx Name: Yueh-Pai “Xxxxxx” Xxxxx Tit1e: Chief Financial Officer NJOPC, INC., a New Jersey corporation By: /s/ Yueh-Pai “Xxxxxx” Xxxxx Name: Yueh-Pai “Xxxxxx” Xxxxx Tit1e: Chief Financial Officer NEWEGG LOGISTICS SERVICES INC., a Delaware corporation By: /s/ Yueh-Pai “Xxxxxx” Xxxxx Name: Yueh-Pai “Xxxxxx” Xxxxx Tit1e: Chief Financial Officer NEWEGG FACILITY SOLUTIONS, INC., a Delaware corporation By: /s/ Yueh-Pai “Xxxxxx” Xxxxx Name: Yueh-Pai “Xxxxxx” Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCChief Financial Officer NEWEGG TEXAS, as INC., a Lender Texas corporation By: /s/ Yueh-Pai “Xxxxxx” Xxxxx Name: TitleYueh-Pai “Xxxxxx” Xxxxx Tit1e: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25Chief Financial Officer NUTREND AUTOMOTIVE INC., 2008 DESIGNATED DEFAULTS None, except:a Delaware corporation By: /s/ Yueh-Pai “Xxxxxx” Xxxxx Name: Yueh-Pai “Xxxxxx” Xxxxx Tit1e: Chief Financial Officer

BORROWERS. BODY SHOP OF AMERICAHD SUPPLY, INC.. By: /s/ Xxx X. XxXxxxxx Name: Xxx X. XxXxxxxx Title: General Counsel and Corporate Secretary HDS CANADA, a Florida corporation INC. By: /s/ Xxx X. XxXxxxxx Name: Xxx X. XxXxxxxx Title: Vice President and Secretary HD SUPPLY FM SERVICES, LLC By: /s/ Xxx X. XxXxxxxx Name: Xxx X. XxXxxxxx Title: Vice President and Corporate Secretary HD SUPPLY WATERWORKS, LTD. By HD Supply GP & Management, Inc., as its general partner By: /s/ Xxx X. XxXxxxxx Name: Xxx X. XxXxxxxx Title: Vice President and Corporate Secretary HD SUPPLY FACILITIES MAINTENANCE, LTD. By HD Supply GP & Management, Inc., as its general partner By: /s/ Xxx X. XxXxxxxx Name: Xxx X. XxXxxxxx Title: Vice President and Corporate Secretary HD SUPPLY CONSTRUCTION SUPPLY, LTD. By HD Supply GP & Management, Inc., as its general partner By: /s/ Xxx X. XxXxxxxx Name: Xxx X. XxXxxxxx Title: Vice President and Corporate Secretary XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, U.S. ABL Collateral Agent, Swing Line Lender, and an Issuing Lender By: /s/ Xxxxxx X. Xxxx Xxxxxx Name: Xxx Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLCVP XXXXX FARGO CAPITAL FINANCE CORPORATION CANADA, as Administrative Agent By: Dymas Capital Management CompanyCanadian Agent, LLCCanadian Collateral Agent, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a and an Issuing Lender By: /s/ Alexander J, Xxxxx X. Xxxxxxxx Name: Xxxxxxxxx Xxxxx X. Xxxxxxxx Title: Senior Vice President Credit Officer, Canada Xxxxx Fargo Capital Finance Corporation Canada BANK OF AMERICA, N.A. as a Joint Lead Arranger and a U.S. Facility Lender By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: Senior Vice President BANK OF AMERICA, N.A. (ACTING THROUGH ITS CANADA BRANCH) as a Canadian Facility Lender By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Vice President BARCLAYS BANK PLC as a Joint Lead Arranger and a U.S. Facility Lender By: /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: Vice President BARCLAYS BANK PLC as a Canadian Facility Lender By: /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: Vice President JPMORGAN CHASE BANK, N.A. as a Joint Lead Arranger, an Issuing Lender, and a U.S. Facility Lender By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Authorized Officer JPMORGAN CHASE BANK, TORONTO BRANCH as an Issuing Lender and a a Canadian Facility Lender By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Officer CAPITAL ONE NATIONAL CITY BANKASSOCIATION as an Additional U.S. Party By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Director U.S. Bank National Association as a U.S. Facility Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President U.S. Bank National Association, acting through its Canada branch, as a Canadian Facility Lender By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President & Principal Officer Bank of Montreal as a U.S. Facility Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Bank of Montreal as a Canadian Facility Lender By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Head, Cross-border Banking Citibank, N.A. as a U.S. Facility Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director and Vice President Citibank, N.A., Canadian Branch as a Canadian Facility Lender By: /s/ Niyousha Zarinpour Name: Niyousha Zarinpour Title: Authorized Signer XXXXXXX XXXXX BANK USA as a U.S. Facility Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory XXXXXXX SACHS BANK USA as a Canadian Facility Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory NYCB Specialty Finance Company, LLC, a wholly owned subsidiary of New York Community Bank, as an Additional U.S. Party By: /s/ Xxxxxxx X. Xxxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxxx, Xx. Title: Senior Vice President TD Bank, N.A. as an Additional U.S. Party By: /s/ Xxxxxxxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxx Title: Vice President THE TORONTO-DOMINION BANK as an Additional Canadian Party By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Senior Credit Analyst By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Manager CAPITALSOURCE FINANCE LLCCommercial Credit Regions Bank as an Additional U.S. Party By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director Regions Bank as an Additional Canadian Party By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director Bank of the West as an Additional U.S. Party By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director Bank of the West as an Additional Canadian Party By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director Fifth Third Bank as an Additional U.S. Party By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director FIFTH THIRD BANK, OPERATING THROUGH ITS CANADIAN BRANCH as an Additional Canadian Party By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director ING CAPITAL LLC as an Additional U.S. Party By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director By: /s/ Xxxxx X. XxXxxxxx Name: Xxxxx X. XxXxxxxx Title: Director ING CAPITAL LLC as an Additional Canadian Party By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director By: /s/ Xxxxx X. XxXxxxxx Name: Xxxxx X. XxXxxxxx Title: Director PNC Bank, National Association as a U.S. Facility Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated Vice-President PNC Bank Canada Branch as a Canadian Facility Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Vice President City National Bank as a U.S. Facility Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President City National Bank as a Canadian Facility Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President U.S. Capital Corporation as a U.S. Facility Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Portfolio Manager Schedule A: Commitments and Addresses U.S. Facility Lender Address Commitment Xxxxx Fargo Bank, National Association 0000 Xxxxxxxxx Xxxx Suite 1600 Atlanta GA 30328 Facsimile: (000) 000-0000 $347,980,000 Bank of January 25America, 2008 DESIGNATED DEFAULTS NoneN.A. 000 Xxxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, except:XX 00000 Facsimile: (000) 000-0000 $188,670,000 Barclays Bank PLC 000 0xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Facsimile: (000) 000-0000 $114,670,000 JPMorgan Chase Bank, N.A. 0000 Xxxxxxxxx Xxxxxx XX Xxxxx 0000 Xxxxxxx XX 00000 Facsimile: (000) 000-0000 $114,670,000 Capital One National Association 000 Xxxxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Facsimile: (000) 000-0000 $65,000,000 U.S. Bank, National Association 000 X Xxxxxxxxxx Xx. XX-XX-0000 Xxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 $60,670,000 Bank of Montreal 000 Xxxx Xxxxxx XXX 00 Xxxx Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 $60,670,000 Citibank, N.A. 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Facsimile: [ ] $60,670,000 Xxxxxxx Xxxxx Bank USA 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: (000) 000-0000 $42,000,000 NYCB Specialty Finance Company, LLC 00 Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 $45,000,000 TD Bank, N.A. 0000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 $42,000,000 Regions Bank 0000 0xx Xxxxxx Xxxxx Xxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 $42,000,000 Bank of the West 0000 Xxxxxxxxx Xxxx Xxxxx 000 Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 $42,000,000 Fifth Third Bank 000 X. Xxxxxxxxx Xxxxx Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 $42,000,000 ING Capital LLC 000 Xxxxxxxx Xxxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 $42,000,000 PNC Bank, National Association 0000 Xxxxxxxx Xxx Xxxxx Xxxxx 000 Xxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 $42,000,000 City National Bank 000 X. Xxxxxx Xx. 00xx Xxxxx Xxx Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 $28,000,000 UPS Capital Corporation 00 Xxxxxxxx Xxxxxxx, XX Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 $20,000,000 Canadian Facility Lender Address Commitment Xxxxx Fargo Capital Finance Corporation Canada 0000 Xxxxxxxxx Xxxx Suite 1600 Atlanta, GA 30328 Facsimile: (000) 000-0000 $27,020,000 Bank of America, N.A. (acting through its Canada branch) 000 Xxx Xxxxxx, Xxxxxxx, Xxxxxxx X0X 0X0 Facsimile: (000) 000-0000 $16,330,000 Barclays Bank PLC 000 0xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Facsimile: (000) 000-0000 $10,330,000 XXXxxxxx Xxxxx Xxxx, Xxxxxxx Branch 0000 Xxxxxxxxx Xxxxxx XX Xxxxx 0000 Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 $10,330,000 U.S. Bank, National Association (acting through its Canada branch) 000 X Xxxxxxxxxx Xx. Xxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 $4,330,000 Bank of Montreal 000 Xxxx Xxxxxx XXX 00 Xxxx Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 $4,330,000 Citibank, N.A., Canadian Branch 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Facsimile: [ ] $4,330,000 Xxxxxxx Xxxxx Bank USA 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: (000) 000-0000 $3,000,000 The Toronto-Dominion Bank 000 Xxxxxxxxxx Xx. Xxxx 00xx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Facsimile: (000) 000-0000 $3,000,000 Regions Bank 0000 0xx Xxxxxx Xxxxx Xxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 $3,000,000 Bank of the West 0000 Xxxxxxxxx Xxxx Xxxxx 000 Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 $3,000,000 Fifth Third Bank (acting through its Canada branch) 00 Xxxx Xx., Xxxxx 0000 Xxxxxxx, XX X0X 0X0 Facsimile: (000) 000-0000 $3,000,000 ING Capital LLC 000 Xxxxxxxx Xxxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 $3,000,000 PNC Bank Canada Branch 0000 Xxxxxxxx Xxx Xxxxx Xxxxx 000 Xxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 $3,000,000 City National Bank 000 X. Xxxxxx Xx. 00xx Xxxxx Xxx Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 $2,000,000 ] Schedule 5.8 Mortgaged Properties Address City State Zip Code 1. 0000 Xxxxxxx 000 Xxxxx Xxxxxx Xxxx XX 00000

BORROWERS. BODY SHOP PAR PETROLEUM, LLC Name: Xxxxxxx MonteleoneTitle: Chief Financial Officer MID PAC PETROLEUM, LLC Name: Xxxxxxx MonteleoneTitle: Vice President HERMES CONSOLIDATED, LLC Name: Xxxxxxx MonteleoneTitle: Chief Financial Officer WYOMING PIPELINE COMPANY LLC Name: Xxxxxxx MonteleoneTitle: Chief Financial Officer HIE RETAIL, LLC Name: Xxxxxxx MonteleoneTitle: Chief Financial Officer PAR HAWAII, LLC Name: Xxxxxxx MonteleoneTitle: Chief Financial Officer GUARANTORS: PAR HAWAII REFINING, LLC Name: Xxxxxxx Xxxxxxxxxx Title: Chief Financial Officer PAR HAWAII SHARED SERVICES, LLC Name: Xxxxxxx Xxxxxxxxxx Title: Vice President PAR WYOMING HOLDINGS, LLC Name: Xxxxxxx Xxxxxxxxxx Title: Chief Financial Officer PAR WYOMING, LLC Name: Xxxxxxx Xxxxxxxxxx Title: Vice President PAR PETROLEUM FINANCE CORP. Name: Xxxxxxx Xxxxxxxxxx Title: Chief Financial Officer AGENT AND LENDERS: BANK OF AMERICA, INC.N.A.,as Administrative Agent, a Florida corporation By: /s/ Xxxxxx X. Xxxx Issuing Bankand Lender Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.KeyBank National Association, as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLCDeutsche Bank AG New York Branch, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:

BORROWERS. BODY SHOP OF AMERICA, INC., a Florida corporation AMERICAN COMMERCIAL BARGE LINE LLC AMERICAN COMMERCIAL LINES LLC AMERICAN COMMERCIAL TERMINALS LLC HOUSTON FLEET LLC LOUISIANA DOCK COMPANY LLC JEFFBOAT LLC By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Printed: Xxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, GUARANTORS: ACBL LIQUID SALES LLC ACL FINANCE CORP. AMERICAN BARGE LINE COMPANY AMERICAN COMMERCIAL LINES INC., a Florida corporation . AMERICAN COMMERCIAL LINES INTERNATIONAL LLC AMERICAN COMMERCIAL LOGISTICS LLC AMERICAN COMMERCIAL TERMINALS - MEMPHIS LLC COMMERCIAL BARGE LINE COMPANY LEMONT HARBOR & FLEETING SERVICES LLC ORINOCO TASA LLC ORINOCO TASV LLC By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Printed: Xxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR[SIGNATURES CONTINUED ON NEXT PAGE] [SIGNATURES CONTINUED FROM PREVIOUS PAGE] ADMINISTRATIVE AGENT AND COLLATERAL AGENT: BANK OF AMERICA, L.L.C.N. A. By: /s/ [illegible] ------------------------------------------- Name: [illegible] Title: Senior Vice President CO-DOCUMENTATION AGENTS XXXXXXX XXXXX CAPITAL, a Florida limited liability company division of Xxxxxxx Xxxxx Business Financial Services Inc. By: /s/ Xxxxxxx X. Jehm -------------------------------------------- Name: Xxxxxxx X. Jehm Title: Director THE CIT GROUP/BUSINESS CREDIT, INC. By: /s/ Xxxx Xxxxxxxx -------------------------------------------- Name: Xxxx Xxxxxxxx Title: Assistant Vice President XXXXX FARGO FOOTHILL, LLC By: /s/ Xxxxx Xxxxxx -------------------------------------------- Name: Xxxxx Xxxxxx Title: Vice President [SIGNATURES CONTINUED ON NEXT PAGE] [SIGNATURES CONTINUED FROM PREVIOUS PAGE] SYNDICATION AGENT: UBS SECURITIES LLC By: /s/ Xxxxxx Xxxxxx -------------------------------------------- Name: Xxxxxx Xxxxxx Title: Director By: /s/ Xxxxxx Xxxxxx ------------------------------------------- Name: Xxxxxx Xxxxxx Title: Director and Counsel [SIGNATURES OF LENDERS FOLLOW] BANK OF AMERICA, N.A. By: /s/ [illegible] -------------------------------------------- Name: [illegible] Title: Senior Vice President XXXXXXX XXXXX CAPITAL, a division of Xxxxxxx Xxxxx Business Financial Services Inc. By: /s/ Xxxxxxx X. Jehm -------------------------------------------- Name: Xxxxxxx X. Jehm Title: Director THE CIT GROUP/BUSINESS CREDIT, INC. By: /s/ Xxxx Xxxxxxxx -------------------------------------------- Name: Xxxx Xxxxxxxx Title: Assistant Vice President XXXXX FARGO FOOTHILL, LLC By: /s/ Xxxxx Xxxxxx -------------------------------------------- Name: Xxxxx Xxxxxx Title: Vice President UBS LOAN FINANCE LLC By: /s/ Xxxxxxx X. Saint -------------------------------------------- Name: Xxxxxxx X. Saint Title: Director By: /s/ Xxxxxxx X. Xxxxxx -------------------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Director NATIONAL CITY BUSINESS CREDIT, INC. By: /s/ Xxxxx Xxxxx -------------------------------------------- Name: Xxxxx Xxxxx Title: Senior Associate WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxxxxxx X. Xxxxx -------------------------------------------- Name: Xxxxxxxxxxx X. Xxxxx Title: First Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Xxxxxx X. Xxxx Xxxxxxxxx -------------------------------------------- Name: Xxxxxx X. Xxxx Xxxxxxxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager Duly Authorized Signatory GMAC COMMERCIAL FINANCE LLC By: /s/ Xxxxxx X. Xxxxxxx Xxxx Xxxx -------------------------------------------- Name: Xxxxxx X. Xxxxxxx Xxxx Xxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LASALLE BUSINESS CREDIT LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:

BORROWERS. BODY SHOP OF AMERICAUNIVERSAL STAINLESS & ALLOY PRODUCTS, INC., WITNESS: a Florida Delaware corporation /s/ Xxxx X. XxXxxxx By: /s/ Xxxx X. Xxxxxx X. Xxxx (SEAL) Name: Xxxx X. Xxxxxx X. Xxxx Title: President V.P. Finance, CFO and Chief Executive Officer CATALOGUE VENTURESTreasurer DUNKIRK SPECIALTY STEEL, INC.LLC, WITNESS: a Florida corporation Delaware limited liability company /s/ Xxxx X. XxXxxxx By: /s/ Xxxx X. Xxxxxx X. Xxxx (SEAL) Name: Xxxx X. Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORSNORTH XXXXXXX SPECIALTY STEEL, LLC, WITNESS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation limited liability company /s/ Xxxx X. XxXxxxx By: /s/ Xxxx X. Xxxxxx X. Xxxx (SEAL) Name: Xxxx X. Xxxxxx X. Xxxx Title: President Treasurer ADMINISTRATIVE AGENT AND LENDERS: PNC BANK, NATIONAL ASSOCIATION, as a Lender and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxx X. Xxxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Executive Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President THE HUNTINGTON NATIONAL CITY BANK, as a Lender By: /s/ Xxxxx Xxxxxxxx Xxxxx Name: Xxxxx Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCVice President FIFTH THIRD BANK, as a Lender By: /s/ Xxxx X. Oris Name: Xxxx X. Oris Title: Senior Vice President FIRST NATIONAL BANK OF PENNSYLVANIA, as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President FIRST COMMONWEALTH BANK, as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President ANNEX 1 EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated 8.2.6 FORM OF ACQUISITION COMPLIANCE CERTIFICATE , 201 PNC Bank, National Association, as Administrative Agent Three PNC Plaza 000 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Ladies and Gentlemen: I refer to the Credit Agreement, dated as of January 25August 18, 2008 DESIGNATED DEFAULTS None2011, exceptby and among Universal Stainless & Alloy Products, Inc., a Delaware corporation (“Universal”), Dunkirk Specialty Steel, LLC, a Delaware limited liability company (“Dunkirk”), North Xxxxxxx Specialty Steel, LLC, a Delaware limited liability company (“North Xxxxxxx”) (Universal, Dunkirk, and North Xxxxxxx are each, a “Borrower” and collectively, the “Borrowers”), the Guarantors (as defined therein) party thereto, PNC Bank, National Association (“PNC Bank”) and various other financial institutions from time to time (PNC Bank and such other financial institutions are each a “Lender” and collectively, the “Lenders”), and PNC Bank, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as amended by that certain (i) First Amendment to Credit Agreement, dated Xxxxx 00, 0000, (xx) Second Amendment to Credit Agreement, dated Xxxxx 00, 0000, (xxx) Third Amendment to Credit Agreement, dated November 7, 2013 and (iv) Fourth Amendment to Credit Agreement, dated October 23, 2015 (as may be further amended, modified, supplemented or restated from time to time, the “Credit Agreement”). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein with the same meanings. [insert name of applicable Loan Party] intends to enter into a Permitted Acquisition with [enter name of the target company] pursuant to which [insert name of applicable Loan Party] will [provide a brief description of the transactions contemplated by such Permitted Acquisition]. This Certificate is delivered to the Administrative Agent in accordance with Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] of the Credit Agreement. I, the [Chief Executive Officer/President/Chief Financial Officer/Treasurer or Assistant Treasurer] of each Borrower, do hereby certify as of , 201 , which is at least five (5) Business Days prior to such Permitted Acquisition (the “Report Date”), as follows:

BORROWERS. BODY SHOP OF AMERICANEWEGG COMMERCE, INC., a Florida corporation British Virgin Islands business company incorporated with limited liability By: /s/ Xxxxxx X. Xxxxxxx Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxxxxx Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORPNEWEGG INC., a Delaware corporation By: /s/ Xxxxxx X. Xxxxxxx Xxxx Name: Xxxxxx X. Xxxxxxx Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C.NEWEGG NORTH AMERICA INC., a Florida limited liability company Delaware corporation By: /s/ Xxxxxx X. Xxxx Yueh-Pai “Xxxxxx” Xxxxx Name: Xxxxxx X. Xxxx Yueh-Pai “Xxxxxx” Xxxxx Title: President and Chief Executive Financial Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYXXXXXX.XXX AMERICAS INC., LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager a Delaware corporation By: /s/ Xxxxxx X. Xxxxxxx Yueh-Pai “Xxxxxx” Xxxxx Name: Xxxxxx X. Xxxxxxx Yueh-Pai “Xxxxxx” Xxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTDChief Financial Officer NEWEGG CANADA INC., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager an Ontario corporation By: /s/ Xxxxxxxxxxx Xxx Yueh-Pai “Xxxxxx” Xxxxx Name: Xxxxxxxxxxx Xxx Yueh-Pai “Xxxxxx” Xxxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLCChief Financial Officer XXXXXXX ASSOCIATE, as INC., a Lender By: NewStar Financial, Inc., its Designated Manager California corporation By: /s/ P. Yueh-Pai “Xxxxxx” Xxxxx Xxxxxxxxx Name: NewStar Yueh-Pai “Xxxxxx” Xxxxx Title : Chief Financial Title: Managing Director NEWSTAR LLC 2005-1Officer ROSEWILL INC., as a Lender By: NewStar Financial, Inc., its Sole Member Delaware corporation By: /s/ P. Yueh-Pai “Xxxxxx” Xxxxx Xxxxxxxxx Name: NewStar Financial Yueh-Pai “Xxxxxx” Xxxxx Title: Managing Director A3 FUNDING LPChief Financial Officer NEWEGG BUSINESS INC., as a Lender By: A3 Fund Management LLC, its General Partner Delaware corporation By: /s/ Alexander J, Xxxxxxxx Yueh-Pai “Xxxxxx” Xxxxx Name: Xxxxxxxxx X. Xxxxxxxx TitleYueh-Pai “Xxxxxx” Xxxxx Title : Vice President A4 FUNDING LPChief Financial Officer OZZO INC., as a Lender By: A4 Fund Management, Inc., its General Partner Delaware corporation By: /s/ Alexander J, Xxxxxxxx Yueh-Pai “Xxxxxx” Xxxxx Name: Xxxxxxxxx X. Xxxxxxxx Yueh-Pai “Xxxxxx” Xxxxx Title: Vice President ABLECO FINANCE LLCChief Financial Officer NEWEGG STAFFING INC., as a Lender Delaware corporation By: /s/ Alexander J, Xxxxxxxx Yueh-Pai “Xxxxxx” Xxxxx Name: Xxxxxxxxx X. Xxxxxxxx Yueh-Pai “Xxxxxx” Xxxxx Title: Senior Vice President NATIONAL CITY BANKChief Financial Officer INOPC, as a Lender INC., an Indiana corporation By: /s/ Xxxxxxxx Yueh-Pai “Xxxxxx” Xxxxx Name: Xxxxxxxx Yueh-Pai “Xxxxxx” Xxxxx Title : Chief Financial Officer CAOPC, INC., a California corporation By: /s/ Yueh-Pai “Xxxxxx” Xxxxx Name: Yueh-Pai “Xxxxxx” Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCChief Financial Officer NJOPC, as INC., a Lender New Jersey corporation By: /s/ Yueh-Pai “Xxxxxx” Xxxxx Name: Yueh-Pai “Xxxxxx” Xxxxx Title : Chief Financial Officer NEWEGG LOGISTICS SERVICES INC., a Delaware corporation By: /s/ Yueh-Pai “Xxxxxx” Xxxxx Name: Yueh-Pai “Xxxxxx” Xxxxx Title : Chief Financial Officer NEWEGG FACILITY SOLUTIONS INC., a Delaware corporation By: /s/ Yueh-Pai “Xxxxxx” Xxxxx Name: Yueh-Pai “Xxxxxx” Xxxxx Title : Chief Financial Officer NEWEGG TEXAS, INC., a Texas corporation By: /s/ Yueh-Pai “Xxxxxx” Xxxxx Name: Yueh-Pai “Xxxxxx” Xxxxx Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25Chief Financial Officer NUTREND AUTOMOTIVE INC., 2008 DESIGNATED DEFAULTS None, except:a Delaware corporation By: /s/ Yueh-Pai “Xxxxxx” Xxxxx Name: Yueh-Pai “Xxxxxx” Xxxxx Title : Chief Financial Officer

BORROWERS. BODY SHOP OF AMERICAEXCO RESOURCES, INC., . a Florida Texas corporation By: /s/ J. Xxxxxxx Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx J. Xxxxxxx Xxxxxx, Ph.D. Title: Vice President and Chief Executive Financial Officer CATALOGUE VENTURESEXCO OPERATING, INC.LP a Delaware limited partnership By: EXCO Investment II, a Florida corporation LLC, its sole general partner By: EXCO Resources, Inc., its sole member By: /s/ J. Xxxxxxx Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx J. Xxxxxxx Xxxxxx, Ph.D. Title: Vice President and Chief Executive Financial Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.NORTH COAST ENERGY, INC. a Delaware corporation By: /s/ J. Xxxxxxx Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx J. Xxxxxxx Xxxxxx, Ph.D. Title: Vice President and Chief Executive Officer RINZI AIRNORTH COAST ENERGY EASTERN, L.L.C., INC. a Florida limited liability company Delaware corporation By: /s/ J. Xxxxxxx Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx J. Xxxxxxx Xxxxxx, Ph.D. Title: Vice President LENDERS: JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, N.A. (Illinois)) a national banking association as a Lender and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Wm. Xxxx Xxxxxxx Name: Xxxxxx X. Wm. Xxxx Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, BNP PARIBAS as a Lender By: A4 Fund Management, Inc., its General Partner and as Syndication Agent By: /s/ Alexander J, Xxxxxxxx Xxxxxxx Xxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxxx Xxxx Title: Vice President ABLECO FINANCE LLC, By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President THE BANK OF NOVA SCOTIA as a Lender and as a Co-Documentation Agent By: Name: Title: COMERICA BANK as a Lender By: /s/ Alexander J, Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President TORONTO DOMINION (TEXAS) LLC as a Lender and as a Co-Documentation Agent By: /s/ Xxx Xxxxxxxx Name: Xxxxxxxxx Xxx Xxxxxxxx Title: Authorized Signatory UNION BANK OF CALIFORNIA, N.A. as a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Investment Banking Officer By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President CREDIT SUISSE FIRST BOSTON acting through its Cayman Island branch as a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Associate BANK OF AMERICA N.A. as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY Director KEY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxxx Xxxxx Name: Xxxxxxxx Xxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCVice President FORTIS CAPITAL CORP., as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Senior Vice President XXXXX FARGO BANK, NA as of January 25a Lender By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Vice President CITIBANK TEXAS, 2008 DESIGNATED DEFAULTS None, except:N.A. as a Lender By: /s/ Xxxxxx XxXxxxxxx Name: Xxxxxx XxXxxxxxx Title: Vice President

BORROWERS. BODY SHOP THE BON-TON DEPARTMENT STORES, INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer XXXXXX XXXXX XXXXX XX, INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer BON-TON DISTRIBUTION, INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer MCRIL, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer THE BON-TON STORES OF LANCASTER, INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer The following Persons are signatories to this Second Amendment to Second Amended and Restated Loan and Security Agreement in their capacity as Obligors and not as Borrowers: THE BON-TON STORES, INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer THE BON-TON GIFTCO, LLC By: /s/ J. Xxxxxxx Xxxxxx Name: J. Xxxxxxx Xxxxxx Title: Vice President and Secretary BANK OF AMERICA, INC.N.A., a Florida corporation as Agent and as Co-Collateral Agent By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.Senior Vice President GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender By: Xxxxxxxxx Financial LLC, as Co-Collateral Manager Agent By: /s/ Xxxxxxxxxxx Xxx Xxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx Xxx Xxxxxxx X. Xxxxxx Title: Managing Director NEWSTAR SHORTDuly Authorized Signatory Bon-TERM FUNDING LLCTon – Second Amendment to Second Amended and Restated Loan and Security Agreement BANK OF AMERICA, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLCN.A., as a Lender By: /s/ Alexander J, Xxxxxxxx Xxxxxx Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxx Xxxxxxx Title: Senior Vice President Bon-Ton – Second Amendment to Second Amended and Restated Loan and Security Agreement CITIZENS BANK OF PENNSYLVANIA, as a Lender and Co-Documentation Agent By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Vice President Bon-Ton – Second Amendment to Second Amended and Restated Loan and Security Agreement GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Duly Authorized Signatory Bon-Ton – Second Amendment to Second Amended and Restated Loan and Security Agreement PNC BANK NATIONAL CITY ASSOCIATION, as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Officer SUNTRUST BANK, as a Lender By: /s/ Xxxxxxxx Xxxx Xxxxx Name: Xxxxxxxx Xxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCVice President TD BANK, N.A., as a Lender By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Vice President

BORROWERS. BODY SHOP OF AMERICA, DIFFERENTIAL BRANDS GROUP INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Xxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxx Xxxxxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C.CEO DBG SUBSIDIARY INC., a Florida Delaware corporation By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CEO XXXXXX CLOTHING, LLC, a California limited liability company By: /s/ Xxxxxx X. Xxxx Xxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxx Xxxxxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENTCEO RG PARENT LLC, a Delaware limited liability company By: DYMAS FUNDING COMPANY/s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CEO XXXXXX XXXXXX RETAIL LLC a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CEO XXXXXX XXXXXX DESIGNS, LLC, as Administrative Agent a New York limited liability company By: Dymas Capital Management Company/s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CEO XXXXXX XXXXXX HOLDINGS, LLC, its Manager a New York limited liability company By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CEO GUARANTORS: INNOVO WEST SALES, INC., a Texas corporation By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx Xxxxxx Title: CFO DBG HOLDINGS SUBSIDIARY INC., a California corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: CFO XXXXXX CLOTHING HOLDINGS, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxxxxx Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTDChairman HC ACQUISITION HOLDINGS, INC., as a Lender Delaware corporation By: Xxxxxxxxx Financial /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Chairman RGH GROUP LLC, as Collateral Manager a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CEO XXXXX XXXXXXXX IP, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CEO LENDER: XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxxxxxx Xxx Xxxxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: SVP EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:SWIMS Purchase Agreement See attached. EXHIBIT B SWIMS Subordinated Note See attached. Schedule I to Consent and Amendment No. 1 to Credit and Security Agreement SWIMS Permitted Indebtedness

BORROWERS. BODY SHOP OF AMERICAPREMIER HEALTHCARE SOLUTIONS, INC.. (formerly known as Premier, Inc.), a Florida Delaware corporation By: /s/ Xxxxxx X. Xxxx Xxxxx XxXxxxxx Name: Xxxxxx X. Xxxx Xxxxx XxXxxxxx Title: President and Chief Executive Financial Officer CATALOGUE VENTURESPREMIER PURCHASING PARTNERS, INC.L.P., a Florida California limited partnership By: Premier Plans, LLC General Partner By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Chief Financial Officer GUARANTORS: PREMIER PHARMACY BENEFIT MANAGEMENT, LLC, a Delaware limited liability company By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Chief Financial Officer PREMIER PLANS, LLC, a Delaware limited liability company By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Chief Financial Officer PREMIER CAP. CORPORATION, a California corporation By: /s/ Xxxxxx X. Xxxx Xxxxx XxXxxxxx Name: Xxxxxx X. Xxxx Xxxxx XxXxxxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORPTreasurer PREMIER SUPPLY CHAIN IMPROVEMENT, INC., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Xxxxx XxXxxxxx Name: Xxxxxx X. Xxxx Xxxxx XxXxxxxx Title: President and Chief Executive Financial Officer RINZI AIRPROVIDER SELECT, L.L.C.LLC, a Delaware limited liability company By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Chief Financial Officer NS3 HEALTH, LLC, a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Xxxxx XxXxxxxx Name: Xxxxxx X. Xxxx Xxxxx XxXxxxxx Title: President and Chief Executive Financial Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYNS3 SOFTWARE SOLUTIONS, LLC, as Administrative Agent a Florida limited liability company By: Dymas Capital Management Company/s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Chief Financial Officer COMMCARE PHARMACY - FTL, LLC, its Manager a Florida limited liability company By: /s/ Xxxxxx X. Xxxxxxx Xxxxx XxXxxxxx Name: Xxxxxx X. Xxxxxxx Xxxxx XxXxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.Chief Financial Officer COMMCARE PHARMACY - WPB, as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager a Florida limited liability company By: /s/ Xxxxxxxxxxx Xxx Xxxxx XxXxxxxx Name: Xxxxxxxxxxx Xxx Xxxxx XxXxxxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING Chief Financial Officer COMMCARE PHARMACY - MIA, LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager Florida limited liability company By: /s/ P. Xxxxx Xxxxxxxxx XxXxxxxx Name: NewStar Financial Xxxxx XxXxxxxx Title: Managing Director NEWSTAR LLC 2005-1Chief Financial Officer LENDER: XXXXX FARGO BANK, as a Lender By: NewStar Financial, Inc., its Sole Member NATIONAL ASSOCIATION By: /s/ P. Xxxxx Xxxxxxxxx Xxxx Xxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxx Xxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:CONSENT TRANSACTIONS

BORROWERS. BODY SHOP OF AMERICA, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.NGL ENERGY OPERATING LLC, a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx H. Xxxxxxx Xxxxxxxx Name: Xxxxxx X. Xxxx H. Xxxxxxx Xxxxxxxx Title: President and Chief Executive Financial Officer ADMINISTRATIVE AGENTNGL SUPPLY, LLC, a Delaware limited liability company By: DYMAS FUNDING /s/ H. Xxxxxxx Xxxxxxxx Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer HICKSGAS, LLC, a Delaware limited liability company By: /s/ H. Xxxxxxx Xxxxxxxx Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer NGL SUPPLY RETAIL, LLC, a Delaware limited liability company By: /s/ H. Xxxxxxx Xxxxxxxx Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer NGL SUPPLY WHOLESALE, LLC, a Delaware limited liability company By: /s/ H. Xxxxxxx Xxxxxxxx Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer NGL SUPPLY TERMINAL COMPANY, LLC, as Administrative Agent a Delaware limited liability company By: Dymas Capital Management Company/s/ H. Xxxxxxx Xxxxxxxx Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer XXXXXXXX PROPANE, LLC, its Manager a Delaware limited liability company By: /s/ Xxxxxx X. H. Xxxxxxx Xxxxxxxx Name: Xxxxxx X. H. Xxxxxxx Xxxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.Chief Financial Officer NGL-NE REAL ESTATE, as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager a Delaware limited liability company By: /s/ Xxxxxxxxxxx Xxx H. Xxxxxxx Xxxxxxxx Name: Xxxxxxxxxxx Xxx H. Xxxxxxx Xxxxxxxx Title: Managing Director NEWSTAR SHORTChief Financial Officer NGL-TERM FUNDING MA REAL ESTATE, LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager Delaware limited liability company By: /s/ P. Xxxxx Xxxxxxxxx H. Xxxxxxx Xxxxxxxx Name: NewStar Financial H. Xxxxxxx Xxxxxxxx Title: Managing Director NEWSTAR LLC 2005Chief Financial Officer NGL-1MA, as LLC, a Lender By: NewStar Financial, Inc., its Sole Member Delaware limited liability company By: /s/ P. Xxxxx Xxxxxxxxx H. Xxxxxxx Xxxxxxxx Name: NewStar Financial H. Xxxxxxx Xxxxxxxx Title: Managing Director A3 FUNDING LPChief Financial Officer NGL-NE, as a Lender By: A3 Fund Management LLC, its General Partner a Delaware limited liability company By: /s/ Alexander J, H. Xxxxxxx Xxxxxxxx Name: Xxxxxxxxx X. H. Xxxxxxx Xxxxxxxx Title: Vice President A4 FUNDING Chief Financial Officer HIGH SIERRA ENERGY, LP, as a Lender By: A4 Fund Management, Inc., its General Partner Delaware limited partnership By: /s/ Alexander JXxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Executive Officer and President GREENSBURG OILFIELD, LLC, a Colorado limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Executive Officer and President ANTICLINE DISPOSAL, LLC, a Wyoming limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Executive Officer and President HIGH SIERRA SERTCO, LLC, a Colorado limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Executive Officer and President HIGH SIERRA ENERGY MARKETING, LLC, a Colorado limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Executive Officer and President CENTENNIAL ENERGY, LLC, a Colorado limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Executive Officer and President CENTENNIAL GAS LIQUIDS ULC, an Alberta unlimited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Executive Officer and President HIGH SIERRA TRANSPORTATION, LLC, a Colorado limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Executive Officer and President HIGH SIERRA CRUDE OIL & MARKETING, LLC, a Colorado limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Executive Officer and President HIGH SIERRA WATER SERVICES, LLC, a Colorado limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Executive Officer and President XXXXXXX OIL BUYERS, INC., a Texas corporation By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Executive Officer and President BORROWERS’ AGENT: NGL ENERGY OPERATING LLC, a Delaware limited liability company By: /s/ H. Xxxxxxx Xxxxxxxx Name: Xxxxxxxxx X. H. Xxxxxxx Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Chief Financial Officer

BORROWERS. BODY SHOP OF AMERICA, CHEROKEE INC., a Florida corporation as U.S. Borrower By: /s/ Xxxxxx X. Xxxx Xxxxx Xxxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Xxxxx Xxxxx Title: Chief Executive Officer GUARANTORSXXXXX ACQUISITION COMPANY B.V., as Dutch Borrower By: BODY CENTRAL ACQUISITION CORP., a Delaware corporation /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director A By: /s/ Xxxxxx X. Xxxx xxx Xxxxx Name: Xxxxxx X. Xxxx xxx Xxxxx Title: Director B GUARANTORS: SPELL C. LLC By: Cherokee Inc., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer CHEROKEE BRANDS LLC: By: Cherokee Inc., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer THREE-SIXTY VISION LLC By: Cherokee Inc., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer HAWK 900 BRANDS LLC By: Cherokee Inc., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer EDCA LLC By: Cherokee Inc., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer FFS HOLDINGS, LLC By: Cherokee Inc., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer FLIP FLOP SHOPS FRANCHISE COMPANY, LLC By: FFS Holdings, LLC, its sole member By: Cherokee Inc., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer HI-TEC SPORTS INTERNATIONAL HOLDINGS B.V. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director HI-TEC SPORTS PUBLIC LIMITED COMPANY By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director HI-TEC INTERNATIONAL HOLDINGS B.V. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director HI-TEC SPORTS UK LIMITED By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director HI-TEC SPORTS (CANADA) LTD. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President and Chief Executive Officer RINZI AIRHI-TEC NEDERLAND B.V. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director ADMINISTRATIVE AGENT AND COLLATERAL AGENT: CERBERUS BUSINESS FINANCE, L.L.C., a Florida limited liability company LLC By: /s/ Xxxxxx X. Xxxx Xxxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxxx Title: President and Chief Executive Operating Officer ADMINISTRATIVE AGENTLENDERS: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager CERBERUS ASRS HOLDINGS LLC By: /s/ Xxxxxx X. Xxxxxxx Xxxxxxxxx Name: Xxxxxx X. Xxxxxxx Xxxxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender Vice President CERBERUS AUS LEVERED HOLDINGS LP By: Xxxxxxxxx Financial LLC, as Collateral Manager ByCAL I GP Holdings LLC Its: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx X. Xxxxxxxx Title: Senior Managing Director CERBERUS FSBA HOLDINGS LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender CERBERUS FSBA LEVERED LLC By: A4 Fund Management, Inc., its /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President CERBERUS ICQ LEVERED LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President CERBERUS ICQ OFFSHORE LEVERED L.P. By: Cerberus ICQ Offshore Levered GP LLC Its: General Partner By: /s/ Alexander J, Xxxxxxxx Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx X. Xxxxxxxx Title: Senior Managing Director CERBERUS KRS LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus KRS Levered Opportunities GP, LLC Its: General Partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Senior Managing Director CERBERUS LEVERED LOAN OPPORTUNITIES FUND III, L.P. By: Cerberus Levered Opportunities III GP, LLC Its: General Partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Senior Managing Director CERBERUS LOAN FUNDING XVI LP By: Cerberus PSERS GP, LLC Its: General Partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Senior Managing Director CERBERUS LOAN FUNDING XVII LTD. By: Cerberus ASRS Holdings LLC, its attorney-in-fact By: /s/ Xxxxxx Xxxxxxxxx Duly Authorized Signatory Name: Xxxxxx Xxxxxxxxx Title: Vice President ABLECO FINANCE LLCCERBERUS LOAN FUNDING XVIII L.P. By: Cerberus LFGP XVIII, as a Lender LLC Its: General Partner By: /s/ Alexander J, Xxxxxxxx Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANKManaging Director CERBERUS LOAN FUNDING XIX L.P. By: Cerberus LFGP XIX, as a Lender LLC Its: General Partner By: /s/ Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender Senior Managing Director CERBERUS LOAN FUNDING XX L.P. By: Cerberus LFGP XX, LLC Its: General Partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: EXHIBIT Senior Managing Director CERBERUS NJ CREDIT OPPORTUNITIES FUND, L.P. By: Cerberus NJ Credit Opportunities GP, LLC Its: General Partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Senior Managing Director CERBERUS OFFSHORE LEVERED III LP By: COL III GP Inc. Its: General Partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President CERBERUS PSERS LEVERED LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President CERBERUS REDWOOD A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25LEVERED LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President CERBERUS REDWOOD B LEVERED LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President CERBERUS SWC LEVERED LOAN OPPORTUNITIES MASTER FUND, 2008 DESIGNATED DEFAULTS NoneL.P. By: Cerberus SWC Levered Opportunities GP, except:LLC Its: General Partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Senior Managing Director CERBERUS SWC LEVERED II LLC LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President