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 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 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 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 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 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 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 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 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 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 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 LLC By: ______________________________ Name: Title: CERBERUS AUS LEVERED II LP By: XXX XX GP, LLC 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, 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 SCHEDULE 8.1.4 to Financing Agreement NAMES AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:CAPITAL STRUCTURE

BORROWERS. BODY SHOP OF AMERICAELYSIUM ENERGY, INC.LLC, a Florida corporation Nevada limited liability company By: /s/ Xxxxxx Jxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Jxxxx X Xxxxx Title: President and Chief Executive Officer CATALOGUE VENTURESELYSIUM ENERGY LA, INC.LLC, a Florida corporation Louisiana limited liability company By: /s/ Xxxxxx Jxxxx X. Xxxx Xxxxx 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 Jxxxx X Xxxxx Title: President and Chief Executive Officer RINZI AIRELYSIUM ENERGY TX, L.L.C.LLC, a Florida Texas limited liability company By: /s/ Xxxxxx Jxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Jxxxx X Xxxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENTPOINTE A LA HACHE, L.L.C., a Delaware limited liability company By: DYMAS FUNDING COMPANY/s/ Jxxxx X. Xxxxx Name: Jxxxx X Xxxxx Title: President and Chief Executive Officer (Signature Page to Term Loan Agreement) TURTLE BAYOU, L.L.C., a Delaware limited liability company By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X Xxxxx Title: President and Chief Executive Officer PXXXXX, X.X.X., a Delaware limited liability company By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X Xxxxx Title: President and Chief Executive Officer RXXXX FIELD, L.L.C., a Delaware limited liability company By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X Xxxxx Title: President and Chief Executive Officer HOLDINGS ELYSIUM ENERGY HOLDINGS, LLC, a Nevada limited liability company By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X Xxxxx Title: President and Chief Executive Officer (Signature Page to Term Loan Agreement) AGENT: 405 WOODBINE LLC, a Delaware limited liability company as Administrative Agent By: Dymas Capital Management Company, /s/ Lxxxxxxx Xxxxxx Lxxxxxxx Xxxxxx Authorized Signatory LENDER: 405 WOODBINE LLC, its Manager a Delaware limited liability company By: /s/ Lxxxxxxx Xxxxxx X. Xxxxxxx NameLxxxxxxx Xxxxxx Authorized Signatory Applicable Lending Office: 400 Xxxxxxxxx Xxxxxx X. Xxxxxxx Title00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Managing Director LENDERSGxxx Xxxxx E-mail: 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:gxxxxx@xxxxxxx.xxx and rxxxxxxxx@xxxxxxx.xxx (Signature Page to Term Loan Agreement)

BORROWERS. BODY SHOP OF AMERICASAKS INCORPORATED By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Vice President & Chief Financial Officer SAKS & COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Vice President & Assistant Secretary XXXXXXX OFFICE PROPERTIES, INC.. NEW YORK CITY SAKS, a Florida corporation LLC SAKS DIRECT, INC. SAKS FIFTH AVENUE, INC. SAKS FIFTH AVENUE TEXAS LLC SAKS FIFTH AVENUE DISTRIBUTION COMPANY SCCA, LLC SCCA STORE HOLDINGS, INC. SCIL, LLC SFAILA, LLC By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: President & Assistant Secretary AGENT: XXXXX FARGO RETAIL FINANCE, LLC, as Agent By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President CO-COLLATERAL AGENTS: XXXXX FARGO RETAIL FINANCE, LLC, as Co-Collateral Agent By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Collateral Agent By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory LENDERS: XXXXX FARGO RETAIL FINANCE, LLC By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President CAPITAL ONE LEVERAGE FINANCE CORP. By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: SVP GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory HSBC BUSINESS CREDIT (USA) INC. By: /s/ Xxxxxx X. Xxxx Getty Jr. Name: Xxxxxx X. Xxxx Getty Jr. Title: Vice President and Chief Executive Officer CATALOGUE VENTURESXXXXXX XXXXXXX BANK, INC., a Florida corporation N.A. By: /s/ Xxxxxx Xxxxxxx X. Xxxx Name: Xxxxxx Xxxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation Authorized Signatory REGIONS BANK By: /s/ Xxxxxx Xxxxxxx X. Xxxx Name: Xxxxxx Xxxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIRAttorney-in-fact TD BANK, L.L.C., a Florida limited liability company N.A. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President UBS LOAN FINANCE LLC By: /s/ Xxxxx X. Xxxxxx /s/ Xxxx X. Xxxx Name: Xxxxx X. Xxxxxx Xxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYAssociate Director, LLCAssociate Director, as Administrative Agent By: Dymas Capital Management CompanyBanking Products Banking Products Services, LLCUS Services, its Manager US U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Relationship 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: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 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 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 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 AMERICAMODUSLINK GLOBAL SOLUTIONS, INC., a Florida corporation . By: /s/ Xxxxxx Xxxxx X. Xxxx Name: Xxxxxx Xxxxx X. Xxxx Title: President Executive Vice President, General Counsel and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation Secretary MODUSLINK CORPORATION By: /s/ Xxxxxx Xxxxx X. Xxxx Name: Xxxxxx Xxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.Vice President, a Delaware corporation General Counsel and Secretary MODUSLINK PTS, INC. By: /s/ Xxxxxx Xxxxx X. Xxxx Name: Xxxxxx Xxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIRSecretary SOL HOLDINGS, L.L.C., a Florida limited liability company INC. By: /s/ Xxxxxx Xxxxx X. Xxxx Name: Xxxxxx Xxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENTSecretary MODUS MEDIA INTERNATIONAL (IRELAND) LIMITED By: DYMAS FUNDING COMPANY/s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Secretary TECH FOR LESS LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Secretary [Signatures continue on next page.] BANK OF AMERICA, LLCN.A., as Administrative Agent a Lender and L/C Issuer By: Dymas Capital Management Company/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Vice President SILICON VALLEY BANK, LLC, its Manager as a Lender By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.HSBC BANK USA, 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 LLCNATIONAL ASSOCIATION, as a Lender By: /s/ Alexander JXxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President ACKNOWLEDGED AND AGREED TO BY: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxx Xxxxxxxx Title: Senior Assistant Vice President NATIONAL CITY BANKEXHIBIT A REPLACEMENT EXHIBIT C TO CREDIT AGREEMENT See attached. EXHIBIT C FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: , 20 To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of February 1, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among MODUSLINK GLOBAL SOLUTIONS, INC., a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCDelaware corporation (“Holdings”), each of the Domestic Subsidiaries of Holdings signatory thereto (together with Holdings, the “Borrowers”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated Administrative Agent and L/C Issuer. The undersigned Responsible Officer hereby certifies as of January 25the date hereof that he/she is the [chief executive officer / chief financial officer / treasurer / controller] of Holdings, 2008 DESIGNATED DEFAULTS Noneand that, except:as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrowers, and that: [Use following paragraph 1 for fiscal year-end financial statements]

BORROWERS. BODY SHOP OF AMERICACOFFEYVILLE RESOURCES, INC.LLC COFFEYVILLE RESOURCES NITROGEN FERTILIZERS, a Florida corporation LLC COFFEYVILLE RESOURCES REFINING & MARKETING, LLC COFFEYVILLE RESOURCES TERMINAL, LLC COFFEYVILLE RESOURCES CRUDE TRANSPORTATION, LLC By: /s/ Xxxxxx 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 Title: Managing Director LENDERSChief Executive Officer OTHER CREDIT PARTIES: XXXXXXXXX FINANCIAL CAYMAN LTD.COFFEYVILLE PIPELINE, INC. COFFEYVILLE REFINING & MARKETING, INC. COFFEYVILLE NITROGEN FERTILIZERS, INC. COFFEYVILLE CRUDE TRANSPORTATION, INC. COFFEYVILLE TERMINAL, INC. COFFEYVILLE GROUP HOLDINGS, LLC COFFEYVILLE RESOURCES PIPELINE, LLC COFFEYVILLE RESOURCES MANAGEMENT, INC. CL JV HOLDINGS, LLC COFFEYVILLE RESOURCES TRINIDAD AND TOBAGO FERTILIZERS, LLC By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Chief Executive Officer CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Term Agent and a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager /s/ XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director By: /s/ Xxxxxxxxxxx Xxx XXXXXX XXXXXXX Name: Xxxxxxxxxxx Xxx Xxxxxx Xxxxxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLCAssociate CONGRESS FINANCIAL CORPORATION (SOUTHWEST), as Administrative Agent and a Lender By: NewStar Financial/s/ [illegible] Duly Authorized Signatory SIEMENS FINANCIAL SERVICES, Inc., its Designated Manager INC. By: /s/ P. Xxxxx Xxxxxxxxx XXXXX X. XXXXXXX Name: NewStar Financial Xxxxx X. Title: Managing Director NEWSTAR LLC 2005-1VP, as a Lender By: NewStar FinancialCredit and Operations, Inc., its Sole Member Risk Management AMALGAMATED BANK By: /s/ P. Xxxxx Xxxxxxxxx XXXXX XXXXXXXX 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. Xxxxx Xxxxxxxx Title: Vice President A4 FUNDING LPLANDMARK CDO LIMITED By: Aladdin Capital Management LLC, as a Lender By: A4 Fund Management, Inc., its General Partner Manager By: /s/ Alexander J, Xxxxxxxx XXXXXX XXXXXXXXX Name: Xxxxxx Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE Director LANDMARK II CDO LIMITED By: Aladdin Capital Management LLC, as a Lender Manager By: /s/ Alexander J, Xxxxxxxx XXXXXX XXXXXXXXX Name: Xxxxxx Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANKDirector LANDMARK III CDO LIMITED By: Aladdin Capital Management LLC, as a Lender Manager By: /s/ Xxxxxxxx Xxxxx XXXXXX XXXXXXXXX Name: Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE Director LANDMARK IV CDO LIMITED By: Aladdin Capital Management LLC, as a Lender Manager By: /s/ XXXXXX XXXXXXXXX Name: Xxxxxx Xxxxxxxxx Title: Director VENTURE CDO 2002, LIMITED By its investment advisor, MJX Asset Management LLC By: /s/ [illegible] 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, 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 AMERICABLACKROCK, INC., a Florida corporation as Borrower and Guarantor By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Managing Director and Treasurer BLACKROCK FUNDING, INC., as Borrower and Guarantor By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Managing Director and Treasurer BLACKROCK GROUP LIMITED, as Designated Borrower By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: CFO/Attorney BLACKROCK (NETHERLANDS) B.V., as Designated Borrower By: /s/ X.X. XxXxxxxx Name: X.X. XxXxxxxx Title: Executive Director BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) 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 Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages CITIBANK, N.A., as Lender, Swingline Lender and Issuing Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages BANK OF AMERICA, N.A., as Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Vice President BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages BANK OF CHINA, NEW YORK BRANCH, as Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Executive Vice President BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages BARCLAYS BANK PLC, as Lender By: /s/ Xxxxx X Xxxxxx Name: Xxxxx X Xxxxxx Title: Director BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages BNP PARIBAS, as Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: MD BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages DEUTSCHE BANK AG, NEW YORK BRANCH, as Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President and Chief Executive Officer CATALOGUE VENTURESBlackRock, INC.Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages XXXXXXX XXXXX BANK USA, a Florida corporation as Lender By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Authorized Signatory BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages HSBC BANK PLC, as Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages JPMORGAN CHASE BANK, N.A., as Lender and Swingline Lender By: /s/ Xxxxxx Xxxxx Xxxxxxx Name: Xxxxxx Xxxxx Xxxxxxx Title: Executive Director BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages XXXXXX XXXXXXX BANK, N.A., as Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages CHINA CONSTRUCTION BANK CORPORATION, NEW YORK BRANCH, as Lender By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Deputy General Manager BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH, as Lender By: /s/ Xxxxxx Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation Relationship Manager By: /s/ Xxxxxx X. Xxxx Xxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxx Xxxxxxx Title: President and Chief Executive Officer RINZI AIRDirector BlackRock, L.L.C.Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages MIZUHO BANK, a Florida limited liability company LTD., as Lender By: /s/ Xxxxxx X. Xxxx Xxxxx XxXxxxxxxxx Name: Xxxxxx X. Xxxx Xxxxx XxXxxxxxxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYManaging Director BlackRock, LLCInc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages ROYAL BANK OF CANADA, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager Lender By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Authorized Signatory BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages STATE STREET BANK AND TRUST COMPANY, as Lender By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: Vice President BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages THE BANK OF NEW YORK MELLON, as Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages NOMURA CORPORATE FUNDING AMERICAS, LLC, as Lender By: /S/ XXXXXX XXXX Name: XXXXXX XXXX Title: MANAGING DIRECTOR BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages BANCO SANTANDER, S.A., NEW YORK BRANCH, as Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director LENDERSBy: XXXXXXXXX FINANCIAL CAYMAN LTD./s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Director BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages XXXXXXX GENERALE, as Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Deputy Head Global Markets America BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Attorney-In-Fact BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages TRUIST BANK, as Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Director BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages NATWEST MARKETS PLC, as Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages JEFFERIES CAPITAL SERVICES, LLC, as Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages U.S. BANK NATIONAL ASSOCIATION, as Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Sr. Vice President BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages MITSUBISHI UFJ TRUST AND BANKING CORPORATION, as Lender By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Executive Officer and General Manager BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages ING BANK N.V., as Lender By: /s/ X.X. Xxxxxxxxxxx Name: X.X. Xxxxxxxxxxx Title: Head FI Lending By: /s/ X.X. Xxxxx Name: X.X. Xxxxx Title: Director BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages LLOYDS BANK CORPORATE MARKETS PLC, as Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President By: /s/ Xxxxxxxxx Xxx Name: Xxxxxxxxx Xxx Title: Assistant Vice President BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages NATIXIS LONDON BRANCH, as Lender By: /s/ XXXXX Xxxxx Name: XXXXX Xxxxx Title: Senior Country Manager – Natixis London Branch By: /s/ XXXXX Xxxxxxxx Name: XXXXX Xxxxxxxx Title: EMEA Head of Asset managers Coverage BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages STANDARD CHARTERED BANK, as Lender By: /s/ Xxxxxxxxxx Xxxxx Name: Xxxxxxxxxx Xxxxx Title: Director, Financing Solutions BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages SUMITOMO MITSUI BANKING CORPORATION, as a Lender By: Xxxxxxxxx Financial LLC, and as Collateral Manager the Japanese Yen Lender By: /s/ Xxxxxxxxxxx Xxx Xxxxx Xxxxx Name: Xxxxxxxxxxx Xxx Xxxxx Xxxxx Title: Managing Director NEWSTAR SHORTBlackRock, Inc. Amendment No. 15 to Five-TERM FUNDING LLCYear Revolving Credit Agreement (2024) Signature Pages BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Xxxxxxx Name: NewStar Financial Xxxxx Xxxxxxx Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxx Xxxxxxxxx Name: NewStar Financial Xxxxxx Xxxxxxxxx Title: Managing Director A3 FUNDING LPBlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages INTESA SANPAOLO S.P.A. – NEW YORK BRANCH, 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 BANKManaging Director By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Managing Director BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as a Lender By: /s/ Xxxxxxxx Xxxxx Xxx Name: Xxxxxxxx Xxxxx Xxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCDirector BlackRock, Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages BROWN BROTHERS XXXXXXXX & CO., as a Lender By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25Managing Director BlackRock, 2008 DESIGNATED DEFAULTS None, except:Inc. Amendment No. 15 to Five-Year Revolving Credit Agreement (2024) Signature Pages Annex A

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: Chief Financial Officer XXXXXXXX-XXXX CONCRETE PUMPING, INC., a 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/ Xxxxx Xxxxxxx Faud Name: Xxxxx Xxxxxxx Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C.Director PREMIER CONCRETE PUMPING LIMITED, a Florida private limited company incorporated and registered under the laws of England and Wales with Company Number 01714938 By: /s/ Xxxxx Xxxxxxx Faud Name: Xxxxx Xxxxxxx Xxxx Title: Director GUARANTORS: CONCRETE PUMPING PROPERTY HOLDINGS, LLC By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Chief Financial Officer INDUSTREA ACQUISITION CORP. By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Chief Financial Officer CONCRETE PUMPING INTERMEDIATE ACQUISITION CORP. By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Chief Financial Officer CONCRETE PUMPING INTERMEDIATE HOLDINGS, LLC By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Chief Financial Officer 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 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 AMERICA, INC., a Florida corporation MATRIX OIL CORPORATION By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx Xxxxxx X. Xxxx TitleXxxxxx President MATRIX PIPELINE L.P. By: President and Chief Executive Officer CATALOGUE VENTURESMatrix Oil Corporation, INC., a Florida corporation its general partner By: /s/ Xxxxxx Xxxxxx Xxxxxx X. Xxxx Xxxxxx President MATRIX OIL MANAGEMENT CORPORATION By: /s/ Xxxxxx Xxxxxx Xxxxxx X. Xxxxxx Vice President MATRIX LAS CIENEGAS LIMITED PARTNERSHIP By: Matrix Oil Management Corporation, its general partner By: /s/ Xxxxxx Xxxxxx Xxxxxx X. Xxxxxx Vice President [SIGNATURE PAGES CONTINUE] MATRIX INVESTMENTS, L.P. By: Matrix Oil Management Corporation, its general partner By: /s/ Xxxxxx Xxxxxx Xxxxxx X. Xxxxxx Vice President MATRIX PERMIAN INVESTMENTS, LP By: Matrix Oil Management Corporation, its general partner By: /s/ Xxxxxx Xxxxxx Xxxxxx X. Xxxxxx Vice President MATRIX ROYALTY, LP By: Matrix Oil Management Corporation, its general partner By: /s/ Xxxxxx Xxxxxx Xxxxxx X. Xxxxxx Vice President [SIGNATURE PAGES CONTINUE] 14 HOLDINGS ROYALE ENERGY HOLDINGS, INC. By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Xxxxxxx Title: Chief Executive Officer GUARANTORSROYALE: BODY CENTRAL ACQUISITION CORP.ROYALE ENERGY, 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 INC. By: /s/ Xxxxxxxx Xxxxx Xxxxxxx Name: Xxxxxxxx Xxxxx Xxxxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCChief Executive Officer [SIGNATURE PAGES CONTINUE] 15 AGENT: ARENA LIMITED SPV, LLC as a Lender Agent By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25LENDER: ARENA LIMITED SPV, 2008 DESIGNATED DEFAULTS None, except:LLC By: Name: Title: [SIGNATURE PAGES CONTINUE] 16 LENDER: XXXXXXX INCORPORATED By: Name: Title: [END OF SIGNATURE PAGES]

BORROWERS. BODY SHOP OF AMERICARTI SURGICAL, INC., a Florida corporation as Borrower and Borrower Representative By: /s/ Xxxxxxxx X. Xxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxxxx Title: Chief Financial and Administrative Officer, Corporate Secretary PIONEER SURGICAL TECHNOLOGY, INC., as Borrower By: /s/ Xxxxxxxx X. Xxxx Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: President and Chief Executive Officer CATALOGUE VENTURESCEO and Corporate Secretary OTHER LOAN PARTIES: REGENERATION TECHNOLOGIES, INC., a Florida corporation . – CARDIOVASCULAR By: /s/ Xxxxxxxx X. Xxxxxx X. Xxxx Name: Xxxxxxxx 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 AIRCEO and Corporate Secretary BIOLOGICAL RECOVERY GROUP, L.L.C., a Florida limited liability company INC. By: /s/ Xxxxxxxx X. Xxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxxxx X. Xxxx Title: President and CEO and Corporate Secretary RTI SERVICES, INC. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: President and CEO and Corporate Secretary RTI DONOR SERVICES, INC. By: /s/ Olivier Visa Name: Olivier Visa Title: President and CEO TUTOGEN MEDICAL, INC. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: President and CEO and Corporate Secretary TUTOGEN MEDICAL (UNITED STATES), INC. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Chief Executive Officer ADMINISTRATIVE AGENTFinancial and Administrative Officer, Corporate Secretary BEARS HOLDING SUB, INC. By: DYMAS FUNDING COMPANY/s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Chairman and CEO and Secretary PARADIGM SPINE, LLCLLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Chairman and CEO and Secretary FOURTH DIMENSION SPINE, LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Chairman and CEO and Secretary ANDI’S BELMARALL, LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: CEO and Secretary ANGSTROM ACQUISITION CORP. II By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: President and CEO and Corporate Secretary PIONEER SURGICAL ORTHOBIOLOGICS, INC. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: President and CEO and Corporate Secretary ZYGA TECHNOLOGY, INC. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: President and CEO and Corporate Secretary LENDERS: JPMORGAN CHASE BANK, N.A., 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 Xxxx Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxx 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: Authorized Signer EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Schedules to Credit Agreement See attached. EXHIBIT B Schedules to Security Agreement See attached. EXHIBIT C Closing Checklist

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.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 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 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 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 GUARANTORS 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/s/ Xxxx Xxxxx Name: XXXX XXXXX Title: SENIOR VICE PRESIDENT 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 Collateral Manager Lender By: /s/ Xxxxxxxxxxx Xxx Xxxxx 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 X. Xxxxxxxx Xxxxxxx Title: Vice President A4 FUNDING LPAddress: Xxx Xxxxx Xxxxxx; X-00 Xxxxxxxxx, as a Lender ByX.X. 00000 Attn: A4 Fund Management, Inc., its General Partner ByTrans World Client Mgr. Telephone: /s/ Alexander J, Xxxxxxxx Name(585) 258 - 6466 Telecopy: 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 (585) 258 - 7440 FIRST NIAGARA BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCVice President Address: 00 Xxxxxxxxx Xxxxx Xxxxxxxxx Suite 100 Albany, as a NY 12211 Attn: Xxxxxxxx Xxxxx, Corporate Banking Telephone: 000-000-0000 Telecopy: 000-000-0000 SCHEDULE 1 Additional Commitment Lenders — JPMorgan Chase Bank, N.A. — First Niagara Bank Schedule 1.1 (a) Lenders and Commitments Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as Commitment Bank of January 25America, 2008 DESIGNATED DEFAULTS NoneN.A. $ 70,000,000.00 LaSalle Bank National Association $ 25,000,000.00 JPMorgan Chase Bank, except:N.A. $ 25,000,000.00 First Niagara Bank $ 10,000,000.00

BORROWERS. BODY SHOP OF AMERICALA-Z-BOY INCORPORATED, a Michigan corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Treasurer ENGLAND, INC., a Florida Michigan corporation By: /s/ Xxxx X. 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: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Treasurer LA-Z-BOY CASEGOODS, INC., a Florida North Carolina corporation By: /s/ Xxxx X. 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/ Xxxx X. 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/ Xxxx X. Xxxxxx X. Xxxx Name: Xxxx X. Xxxxxx X. Xxxx Title: Vice President and Chief Executive Officer Treasurer LZB RETAIL, INC., a Michigan corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Treasurer LZB FURNITURE GALLERIES OF WASHINGTON D.C., INC., a Michigan corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Treasurer LZB FINANCE, INC., a Michigan corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Treasurer ADMINISTRATIVE AGENTAGENT AND THE LENDERS: DYMAS FUNDING COMPANYXXXXX FARGO CAPITAL FINANCE, LLC, as Administrative Agent By: Dymas Capital Management CompanyAgent, LLCJoint Lead Arranger, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.Joint Bookrunner, as a 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, 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, Xxx Xxxxxxxx Name: Xxxxxxxxx Xxx Xxxxxxxx Title: Authorized Signatory XXXXX FARGO BANK, N.A., as Issuing Lender, and a Lender By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Authorized Signatory BANK OF AMERICA, N.A., as Documentation Agent, Joint Lead Arranger, Joint Bookrunner, and a Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President JPMORGAN CHASE BANK, N.A., as Syndication Agent, Joint Lead Arranger, Joint Bookrunner, and a Lender By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY Authorized Officer COMERICA BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Xxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxx Xxxxxx Xxxxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE Vice President EXHIBIT A-1 FORM OF REVOLVING CREDIT NOTE US $[ ] [ , 20 ] FOR VALUE RECEIVED, the undersigned, LA-Z-BOY INCORPORATED, a Michigan corporation, ENGLAND, INC., a Michigan corporation, LA-Z-BOY CASEGOODS, INC., a North Carolina corporation, LZB MANUFACTURING, INC., a Michigan corporation, and LA-Z-BOY CANADA LIMITED, an Ontario corporation, (hereinafter, together with their respective successors and assigns, each of the foregoing is referred to individually as a “Borrower” and collectively as the “Borrowers”), hereby, jointly and severally, promises to pay to the order of [ ] (hereinafter, together with its successors and assigns, the “Lender”), at the office of Administrative Agent (as defined below), in immediately available funds, the principal sum of [ ] and [ ]/100s DOLLARS ($[ ]) of United States funds, or, if less, so much thereof as may from time to time be advanced as Revolving Credit Loans by the Lender to the Borrowers under the Credit Agreement (as defined below), plus interest as hereinafter provided. Such Revolving Credit Loans may be endorsed from time to time on Annex 1 attached hereto, but the failure to make such notations shall not affect the validity of the Borrowers’ obligation to repay unpaid principal and interest hereunder. This Revolving Credit Note (this “Revolving Note”) is one of the Revolving Credit Notes referred to in that certain Second Amended and Restated Credit Agreement, dated as of December 19, 2017, by and among LA-Z-BOY INCORPORATED, a Michigan corporation (“Parent”), the Subsidiaries of Parent party thereto, the lenders who are or may become a party thereto from time to time (the “Lenders”) and XXXXX FARGO CAPITAL FINANCE, LLC, as administrative agent (“Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). All capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement except to the extent such capitalized terms are otherwise defined or limited herein. All principal amounts and other Obligations then outstanding hereunder shall be due and payable in full on the Revolving Credit Maturity Date, or such earlier date as the Revolving Credit Loans shall be due and payable in full, whether by acceleration or otherwise, pursuant to the Credit Agreement. The Borrowers also shall repay the principal outstanding hereunder from time to time as provided in the Credit Agreement. The Borrowers shall be entitled to borrow, repay and re-borrow funds hereunder pursuant to the terms and conditions of the Credit Agreement. Prepayment of the principal amount of any Revolving Credit Loan may be made only as provided in the Credit Agreement. The Borrowers hereby, jointly and severally, promise to pay interest on the unpaid principal amount hereof as provided in Article 6 of the Credit Agreement. Interest under this Revolving Note also shall be due and payable when this Revolving Note shall become due (whether at maturity, by reason of acceleration or otherwise). The Obligations shall bear interest payable at the default interest rate set forth in Section 6.1(d) of the Credit Agreement in the manner and at the times provided in the Credit Agreement. In no event shall the amount of interest due or payable hereunder exceed the maximum rate of interest allowed by applicable law, and in the event any such payment is inadvertently made by any Borrower or inadvertently received by the Lender, then such excess sum shall be credited as a payment of principal, unless such Borrower shall notify the Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated in writing that it elects to have such excess sum returned forthwith. It is the express intent hereof that the Borrowers not pay, and the Lender not receive, directly or indirectly, in any manner whatsoever, interest in excess of that which may legally be paid by the Borrowers under applicable law. All parties now or hereafter liable with respect to this Revolving Note, whether any Borrower, any guarantor, endorser or any other Person, hereby waive presentment for payment, demand, notice of non-payment or dishonor, protest, notice of protest and notice of any other kind whatsoever. No delay or omission on the part of the Lender or any holder hereof in exercising its rights under this Revolving Note, or delay or omission on the part of the Lender, Administrative Agent, the Lenders or the Required Lenders, or any of them, in exercising its or their rights under the Credit Agreement or under any other Loan Document, or course of conduct relating thereto, shall operate as a waiver of January 25such rights or any other right of the Lender or any holder hereof, 2008 DESIGNATED DEFAULTS Nonenor shall any waiver by the Lender, except:Administrative Agent, the Lenders or the Required Lenders, or any of them, or any holder hereof, of any such right or rights on any one occasion be deemed a bar to, or waiver of, the same right or rights on any future occasion. The Borrowers hereby, jointly and severally, promise to pay all costs of collection, including, without limitation, reasonable attorneys’ fees, should this Revolving Note be collected by or through an attorney-at-law or under advice therefrom. Time is of the essence in this Revolving Note. This Revolving Note evidences the Lender’s portion of the Revolving Credit Loans under, and is entitled to the benefits and subject to the terms of, the Credit Agreement, which contains provisions with respect to the acceleration of the maturity of this Revolving Note upon the happening of certain stated events, and provisions for prepayment and repayment. This Revolving Note is secured by and is also entitled to the benefits of the Loan Documents to the extent provided therein and any other agreement or instrument providing collateral for the Revolving Credit Loans, whether now or hereafter in existence, and any filings, instruments, agreements and documents relating thereto and providing collateral for the Revolving Credit Loans. This Revolving Note shall be construed in accordance with and governed by the laws of the State of North Carolina, without reference to the conflicts or choice of law principles thereof.

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 a Delaware limited liability company By: Dymas Capital Management Company/s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Director ANNEX A EXHIBIT B TO CREDIT AGREEMENT (COMPLIANCE CERTIFICATE) COMPLIANCE CERTIFICATE Date: __________, 201__ This Compliance Certificate is given by _____________________, a Responsible Officer of Pernix Therapeutics Holdings, Inc. (the “Borrower Representative”), pursuant to that certain Amended and Restated Credit Agreement dated as of May 8, 2013 among the Borrower Representative, the other Borrowers named therein, and any additional Borrower that may hereafter be added thereto (collectively, “Borrowers”), MidCap Financial, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., individually as a Lender By: Xxxxxxxxx Financial LLCand as Agent, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLCand the financial institutions or other entities from time to time parties hereto, each as a Lender By: NewStar Financial(as such agreement may have been amended, Inc.restated, its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1supplemented or otherwise modified from time to time, 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, exceptthe “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement. The undersigned Responsible Officer hereby certifies to Agent and Lenders that:

BORROWERS. BODY SHOP OF AMERICAWXXXXXX, INC., a Florida corporation Delaware corporation, individually, as a Borrower and as Funds Administrator By: /s/ Xxxxxx X. Xxxx Kxxxx Xxxxxxxx Name: Xxxxxx X. Xxxx Kxxxx Xxxxxxxx Title: President and Chief Executive Financial Officer CATALOGUE VENTURESPRINCE, INC., as a Florida corporation Borrower By: /s/ Xxxxxx X. Xxxx Kxxxx Xxxxxxxx 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 Kxxxx Xxxxxxxx Title: President and Chief Executive Officer RINZI AIRWELLMAN OF MISSISSIPPI, 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 LTDINC., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager Borrower 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, Kxxxx Xxxxxxxx Name: Xxxxxxxxx X. Kxxxx Xxxxxxxx Title: Vice President A4 FUNDING LPCARPET RECYCLING OF GEORGIA, INC., as a Lender By: A4 Fund Management, Inc., its General Partner Borrower By: /s/ Alexander J, Kxxxx Xxxxxxxx Name: Xxxxxxxxx X. Kxxxx Xxxxxxxx Title: Vice President ABLECO FINANCE ALG, INC., as a Borrower By: /s/ Kxxxx Xxxxxxxx Name: Kxxxx Xxxxxxxx Title: President PERMACLEAR EAST INCORPORATED, as a Borrower By: /s/ Kxxxx Xxxxxxxx Name: Kxxxx Xxxxxxxx Title: President FIBER INDUSTRIES, INC., as a Borrower By: /s/ Kxxxx Xxxxxxxx Name: Kxxxx Xxxxxxxx Title: Vice President WXXXXXX RESINS LLC, as a Lender Borrower By: /s/ Alexander J, Kxxxx Xxxxxxxx Name: Xxxxxxxxx X. Kxxxx Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANKManager PTA RESOURCES, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender Borrower By: /s/ Kxxxx Xxxxxxxx Name: Kxxxx Xxxxxxxx Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated President AGENT: DEUTSCHE BANK TRUST COMPANY AMERICAS, as of January 25a Lender, 2008 DESIGNATED DEFAULTS None, exceptAdministrative Agent and Collateral Agent By: Title:

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 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 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 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 ​ 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 AMERICAKIRKLAND’S STORES, INC., as Lead Borrower and as a Florida corporation Borrower By: /s/ W. Xxxxxxx Xxxxxx X. Xxxx Name: W. Xxxxxxx Xxxxxx X. Xxxx Title: President Senior Vice President, Chief Financial Officer and Secretary XXXXXXXXX.XXX, LLC, as a Borrower By: /s/ W. Xxxxxxx Xxxxxx Name: W. Xxxxxxx Xxxxxx Title: Senior Vice President, Chief Executive Financial Officer CATALOGUE VENTURESand Secretary KIRKLAND’S TEXAS, LLC, as a Borrower By: /s/ W. Xxxxxxx Xxxxxx Name: W. Xxxxxxx Xxxxxx Title: Senior Vice President, Chief Financial Officer and Secretary GUARANTORS: XXXXXXXX’X, INC., as Parent and as a Florida corporation Guarantor By: /s/ W. Xxxxxxx Xxxxxx X. Xxxx Name: W. Xxxxxxx Xxxxxx X. Xxxx Title: Senior Vice President, Chief Executive Financial Officer GUARANTORS: BODY CENTRAL ACQUISITION CORPand Secretary XXXXXXXX’X XX, INC., as a Delaware corporation Guarantor By: /s/ W. Xxxxxxx Xxxxxx X. Xxxx Name: W. Xxxxxxx Xxxxxx X. Xxxx Title: President Senior Vice President, Chief Financial Officer and Chief Executive Officer RINZI AIRSecretary Signature Page to Amended and Restated Credit Agreement BANK OF AMERICA, 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 and Collateral Agent By: /s/ Xxxxxx Xxxxxxxxx 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 Xxxxx Title: Vice President A4 FUNDING LPSVP-Director BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxx Title: Vice President ABLECO FINANCE LLCSVP-Director XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Alexander J, Xxxxxxxx Xxxxxx Xxxxxxxxx Name: Xxxxxx 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:President

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 Xxxxx Xxxxx Title: President and Chief Executive Officer CATALOGUE VENTURESXXXXX ACQUISITION COMPANY B.V., INC.as Dutch Borrower By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s/ N. Meijer and X.X. Xxxxxx Name: N. Meijer and X.X. Xxxxxx Title: Directors GUARANTORS: SPELL C. LLC By: Cherokee Inc., a Florida corporation 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 148 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 149 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: Director HI-TEC NEDERLAND B.V. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director COLLATERAL AGENT AND ADMINISTRATIVE AGENT: CERBERUS BUSINESS FINANCE, LLC 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:150

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 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 TitleTitle : 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 TitleYueh-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 TitleYueh-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 Signature Page to Revolving Credit Note – Cathay 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 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 Yueh-Pai “Xxxxxx” Xxxxx Title : 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 Yueh-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 TitleYueh-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 Signature Page to Revolving Credit Note – Cathay Bank 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 : Chief Financial Officer NJOPC, INC., a New Jersey corporation By: /s/ Yueh-Pai “Xxxxxx” Xxxxx Name: Yueh-Pai “Xxxxxx” Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCChief Financial Officer NEWEGG LOGISTICS SERVICES INC., as a Lender 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: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25Chief Financial Officer NEWEGG TEXAS, 2008 DESIGNATED DEFAULTS NoneINC., except:a Texas corporation By: /s/ Yueh-Pai “Xxxxxx” Xxxxx Name: Yueh-Pai “Xxxxxx” Xxxxx Title : Chief Financial Officer NUTREND AUTOMOTIVE INC., a Delaware corporation By: /s/ Yueh-Pai “Xxxxxx” Xxxxx Name: Yueh-Pai “Xxxxxx” Xxxxx Title: Chief Financial Officer Signature Page to Revolving Credit Note – Cathay Bank

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 AMERICA, INTERSECTIONS INC., a Florida corporation Delaware corporation, as the Borrower Representative By: /s/ Xxxxxx X. Xxxx Xxxxxx Name: Xxxxxx X. Xxxx Xxxxxx Title: President and Chief Executive Financial Officer CATALOGUE VENTURES, INTERSECTIONS ENTERPRISES INC., a Florida corporation Delaware corporation, as a Borrower By: /s/ Xxxxxx X. Xxxx Xxxxxx Name: Xxxxxx X. Xxxx Xxxxxx Title: Chief Executive Financial Officer GUARANTORS: BODY CENTRAL ACQUISITION CORPINTERSECTIONS HOLDINGS INC., a Delaware corporation corporation, as a Borrower By: /s/ Xxxxxx X. Xxxx Xxxxxx Name: Xxxxxx X. Xxxx Xxxxxx Title: President and Chief Executive Financial Officer RINZI AIRIISI INSURANCE SERVICES INC., L.L.C.an Illinois corporation, as a Florida limited liability company Borrower By: /s/ Xxxxxx X. Xxxx Xxxxxx Name: Xxxxxx X. Xxxx Xxxxxx Title: President and Chief Executive Financial Officer CAPTIRA ANALYTICAL, LLC, a Delaware limited liability company, as a Borrower By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Chief Financial Officer I4C INNOVATIONS INC., a Delaware corporation, as a Borrower By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Chief Financial Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, CRYSTAL FINANCIAL LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxxxxx Xxxxx Title: Managing Director TERM LENDERS: XXXXXXXXX CRYSTAL FINANCIAL CAYMAN LTD.SPV LLC, as a Term 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 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 AMENDMENTS TO WAIVER AND THIRD AMENDMENT TO FINANCING CREDIT AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Please see attached. EXHIBIT B AMENDED FORM OF COMPLIANCE CERTIFICATE

BORROWERS. BODY SHOP PAR PETROLEUM, LLC PAR HAWAII, LLC HERMES CONSOLIDATED, LLC WYOMING PIPELINE COMPANY LLC By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Chief Financial Officer for all Borrowers: 000 Xxxx & Xxxxxxx Xxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attn: Chief Financial Officer Telecopy: (000) 000-0000 [Signature Page to Amended and Restated Loan and Security Agreement] GUARANTORS: PAR HAWAII REFINING, LLC PAR HAWAII SHARED SERVICES, LLC PAR PETROLEUM FINANCE CORP. PAR TACOMA, LLC U.S. OIL & REFINING CO. MCCHORD PIPELINE CO. USOT WA, LLC By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Chief Financial Officer Address for all Guarantors: 000 Xxxx & Xxxxxxx Xxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attn: Chief Financial Officer Telecopy: (000) 000-0000 AGENT AND LENDERS: 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 By: Dymas Capital Management CompanyAgent, LLC, its Manager By: Issuing Bank and Lender /s/ Xxxxxx X. Xxxxxxx Xxxx Xxxxx Name: Xxxxxx X. Xxxxxxx Xxxx Xxxxx Title: Managing Director LENDERSVice President Address: XXXXXXXXX FINANCIAL CAYMAN LTD.000 Xxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxx 00000 Attn: Xxxx Xxxxxx Telecopy: (000) 000-0000 MUFG Bank, Ltd. as a Lender /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory Address: 0000 Xxxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxx Xxxxxx Telecopy: (000) 000-0000 AMERICAN SAVINGS BANK, F.S.B., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager 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: First Vice President A4 FUNDING LPAddress: American Savings Bank, as a Lender ByF.S.B. Corporate Banking Department X.X. Xxx 0000 Xxxxxxxx, XX 00000-0000 Attn: A4 Fund Management, Inc., its General Partner ByXxxxx Xxxx Telecopy: /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:(000) 000-0000

BORROWERS. BODY SHOP OF AMERICAPACIFIC ETHANOL HOLDING CO. LLC, INC., a Florida corporation as Borrower By: /s/ Xxxxxx XXXXX X. Xxxx XXXXXXXX Name: Xxxxxx Xxxxx X. Xxxx XxXxxxxx Title: President and Chief Executive Operating Officer CATALOGUE VENTURESPACIFIC ETHANOL MADERA LLC, INC., a Florida corporation as Borrower By: /s/ Xxxxxx XXXXX X. Xxxx XXXXXXXX Name: Xxxxxx Xxxxx X. Xxxx XxXxxxxx Title: Chief Executive Operating 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 COMPANYPACIFIC ETHANOL COLUMBIA, LLC, as Administrative Borrower By: /s/ XXXXX X. XXXXXXXX Name: Xxxxx X. XxXxxxxx Title: Chief Operating Officer PACIFIC ETHANOL STOCKTON LLC, as Borrower By: /s/ XXXXX X. XXXXXXXX Name: Xxxxx X. XxXxxxxx Title: Chief Operating Officer PACIFIC ETHANOL MAGIC VALLEY, LLC, as Borrower By: /s/ XXXXX X. XXXXXXXX Name: Xxxxx X. XxXxxxxx Title: Chief Operating Officer BORROWERS’ AGENT: PACIFIC ETHANOL HOLDING CO. LLC, as Borrowers’ Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx XXXXX X. Xxxxxxx XXXXXXXX Name: Xxxxxx Xxxxx X. Xxxxxxx XxXxxxxx 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:Chief Operating Officer

BORROWERS. BODY SHOP OF AMERICA, INC.AB-XXXXXX PRIVATE EQUITY INVESTORS 2019 (DELAWARE) FUND L.P., a Florida corporation Delaware limited partnership By: AB-Xxxxxx 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-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 HSBC – AB Umbrella – Twelfth Amendment to Revolving Credit Agreement 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 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 – Twelfth Amendment to Revolving Credit Agreement AB-XXXXXX PRIVATE EQUITY SOLUTIONS 2023 (DELAWARE) FUND L.P., a Delaware limited partnership By: AB-Xxxxxx 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 AB-XXXXXX PRIVATE EQUITY SOLUTIONS 2024 (DELAWARE) FUND L.P., a Delaware limited partnership By: AB-Xxxxxx Private Equity Solutions 2024 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 – Twelfth Amendment to Revolving Credit Agreement GENERAL PARTNERS: AB-XXXXXX 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-XXXXXX 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-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., a Delaware limited partnership By: /s/ Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: VP/Vice President and Treasurer of AB-PCI HSBC – AB Umbrella – Twelfth Amendment to Revolving Credit Agreement 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 AB-XXXXXX 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 AB-XXXXXX PRIVATE EQUITY SOLUTIONS 2024 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 – Twelfth 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 – Twelfth 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 – Twelfth 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 – Twelfth Amendment to Revolving Credit Agreement Annex A (Attached) ANNEX A TO ELEVENTHTWELFTH AMENDMENT (Conformed Credit Agreement through EleventhTwelfth 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 USActive 60426938.560487042.4

BORROWERS. BODY SHOP OF AMERICALUMBER LIQUIDATORS, INC., as Lead Borrower and as a Florida corporation Borrower By: /s/ Xxxxxx X. Xxxx E. Xxxxxxxxxx B. Xxxxxxx Name: Xxxxxx X. Xxxx E. Xxxxxxxxxx B. 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 E. Xxxxxxxxxx B. Xxxxxxx Name: Xxxxxx X. Xxxx E. Xxxxxxxxxx B. 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 E. Xxxxxxxxxx B. Xxxxxxx Name: Xxxxxx X. Xxxx E. Xxxxxxxxxx B. 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/ E. Xxxxxxxxxx B. Xxxxxxx Name: Lxxxxxxxxx B. 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. E. Xxxxxxxxxx B. Xxxxxxx Name: E. Xxxxxxxxxx B. Xxxxxxx Title: Secretary LUMBER LIQUIDATORS FOREIGN HOLDINGS, LLC, as a Guarantor By: LUMBER LIQUIDATORS HOLDINGS, INC., its Manager By: /s/ E. Xxxxxxxxxx B. Xxxxxxx Name: E. Xxxxxxxxxx B. 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/ E. Xxxxxxxxxx B. Xxxxxxx Name: E. Xxxxxxxxxx B. Xxxxxxx Title: Secretary BANK OF AMERICA, N.A., as Agent By: /s/ Jxxxxx Xxxxxx X. Xxxxxxx Name: Jxxxxx Xxxxxx 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 Jxxxxx Xxxxxx Name: Xxxxxxxxxxx Xxx Jxxxxx Xxxxxx 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 AMERICAKBR, INC., a Florida corporation Delaware corporation, as KBR and a Borrower By: /s/ Xxxxxx X. Xxxx Xxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxx Xxxxxxx Title: President and Chief Executive Officer CATALOGUE VENTURESVice President, INC.Finance & Treasurer XXXXXXX XXXXX & ROOT LLC, a Florida corporation Delaware limited liability company, as a Borrower By: /s/ Xxxxxx X. Xxxx Xxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxx Xxxxxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.Vice President, Finance & Treasurer KBR ENGINEERING COMPANY, LLC, a Delaware corporation limited liability company, as a Borrower By: /s/ Xxxxxx X. Xxxx Xxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxx Xxxxxxx Title: President and Chief Executive Officer RINZI AIRVice President, L.L.C.Finance & Treasurer KBR SERVICES, LLC, a Florida Delaware limited liability company company, as a Borrower By: /s/ Xxxxxx X. Xxxx Xxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxx Xxxxxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENTVice President, Finance & Treasurer KBR, Inc. Signature Pages KBR WYLE SERVICES, LLC, a Delaware limited liability company, as a Borrower By: DYMAS FUNDING /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President, Finance & Treasurer KBR CONSTRUCTION COMPANY, LLC, a Delaware limited liability company, as a Borrower By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President, Finance & Treasurer KBR GROUP HOLDINGS, LLC, a Delaware limited liability company, as a Borrower By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President, Finance & Treasurer XXXXXXX XXXXX & ROOT PTY LTD., an Australian limited company, as a Borrower By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President, Finance & Treasurer KBR, Inc. Signature Pages BANK OF AMERICA, N.A., as Administrative Agent By: Dymas Capital Management Company/s/ Anthea Del Xxxxxx Name: Anthea Del Xxxxxx Title: Vice President KBR, LLCInc. BANK OF AMERICA, its Manager N.A., as a Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx Xxxxx Title: Director KBR, Inc. BBVA USA, as a Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Director BNP PARIBAS, as a Lender By: /s/ Pierre-Xxxxxxxx Xxxxxx Name: Pierre-Xxxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERSCITIBANK N.A., as a Lender and an L/C Issuer By: XXXXXXXXX FINANCIAL CAYMAN /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President CITIZENS BANK, N.A. (as successor by merger to CITIZENS BANK OF PENSYLVANNIA), as a Lender By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Director KBR, Inc. HSBC BANK USA, N.A., as a Lender By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Senior Vice President MUFG BANK, LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Xxxxx X. Xxxx Name: Xxxxxxxxxxx Xxx Xxxxx X. Xxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLCMUFG UNION 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 Xxxxx X. Xxxx Name: Xxxxxxxxx Xxxxx X. Xxxxxxxx Xxxx Title: Senior Vice President NATIONAL CITY Director REGIONS BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Xxxxxxx Name: Xxxxxxxx Xxxxx Xxxxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCDirector RIYAD BANK, HOUSTON AGENCY, as a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated General Manager By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President, Administrative Officer KBR, Inc. Signature Pages STANDARD CHARTERED BANK, as of January 25a Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Associate Director SUMITOMO MITSUI BANKING CORPORATION, 2008 DESIGNATED DEFAULTS Noneas a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director THE BANK OF NOVA SCOTIA, except:HOUSTON BRANCH, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director TRUIST BANK, as a Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President UNITED BANK, as a Lender By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: SVP WOODFOREST NATIONAL BANK, as a Lender By: /s/ Xxxxxxxxx Xxxxxxxx Name: Xxxxxxxxx Xxxxxxxx Title: Senior Vice President KBR, Inc. Signature Pages

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 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 AMERICALUMBER LIQUIDATORS, INC., as Lead Borrower and as a Florida corporation Borrower By: /s/ Xxxxxx Xxxxxxx X. Xxxx Xxxxxxx, Xx. Name: Xxxxxx Xxxxxxx X. Xxxx Xxxxxxx, Xx. Title: President Interim 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 Xxxxxxx X. Xxxx Xxxxxxx, Xx. Name: Xxxxxx Xxxxxxx X. Xxxx Xxxxxxx, Xx. Title: Interim 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 Xxxxxxx X. Xxxx Xxxxxxx, Xx. Name: Xxxxxx Xxxxxxx X. Xxxx Xxxxxxx, Xx. Title: President and Interim 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 COMPANY134 LUMBER LIQUIDATORS LEASING, LLC, as Administrative Agent a Guarantor By: Dymas Capital Management CompanyLUMBER LIQUIDATORS, INC., its Manager By: /s/ Xxxxxxx X. Xxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxx, Xx. Title: Interim 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 Xxxxxxx X. Xxxxxxx, Xx. Name: Xxxxxxxxxxx Xxx Xxxxxxx X. Xxxxxxx, Xx. Title: Managing Director NEWSTAR SHORT-TERM FUNDING Interim Chief Financial Officer and Treasurer LUMBER LIQUIDATORS FOREIGN HOLDINGS, LLC, as a Lender Guarantor By: NewStar FinancialLUMBER LIQUIDATORS HOLDINGS, Inc.INC., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxx, Xx. Name: NewStar Financial Xxxxxxx X. Xxxxxxx, Xx. Title: Managing Director NEWSTAR LLC 2005-1Interim Chief Financial Officer 135 LUMBER LIQUIDATORS FOREIGN OPERATIONS LLC, as a Lender Guarantor By: NewStar FinancialLUMBER LIQUIDATORS, Inc.FOREIGN HOLDINGS, LLC, its Sole Member Manager By: LUMBER LIQUIDATORS HOLDINGS, INC., its Manager By: /s/ P. Xxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxx, Xx. Name: NewStar Financial Xxxxxxx X. Xxxxxxx, Xx. Title: Managing Director A3 FUNDING LPInterim Chief Financial Officer BANK OF AMERICA, N.A., as a Lender By: A3 Fund Management LLC, its General Partner Agent By: /s/ Alexander J, Xxxxxxxx Xxxxxxx Xxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxxx Xxxxxx Title: Vice President A4 FUNDING LP137 BANK OF AMERICA, N.A., as a Lender, as L/C Issuer, and as Swing Line Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Xxxxxxx Xxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxxx Xxxxxx Title: Vice President ABLECO FINANCE LLC138 XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Alexander J, Xxxxxxxx Xxxx Xxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxx Xxxxxx Title: Senior Vice President NATIONAL CITY BANKDirector 139 EXHIBIT A-1 Form of Committed Loan Notice COMMITTED LOAN NOTICE Date: ____________________ To: Bank of America, N.A., as Agent Ladies and Gentlemen: Reference is made to the Third Amended and Restated Credit Agreement dated as of August 17, 2016 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) by and among (i) Lumber Liquidators, Inc., a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCDelaware corporation (the “Lead Borrower”), (ii) the other Borrowers party thereto from time to time, (iii) the Guarantors party thereto from time to time, (iv) Bank of America, N.A., as administrative agent and collateral agent (in such capacities, the “Agent”) for its own benefit and the benefit of the other Credit Parties referred to therein, and (v) the lenders from time to time party thereto (individually, a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated “Lender” and, collectively, the “Lenders”). All capitalized terms used herein and not otherwise defined shall have the same meaning herein as of January 25, 2008 DESIGNATED DEFAULTS None, except:in the Credit Agreement.

BORROWERS. BODY SHOP OF AMERICAROCKY BRANDS, INC., a Florida corporation . By: /s/ Xxxxxx XXXXXX X. Xxxx XXXXXXXXX Name: Xxxxxx X. Xxxx Xxxxxxxxx Title: President and Chief Executive Officer CATALOGUE VENTURESEVP & CFO LIFESTYLE FOOTWEAR, INC., a Florida corporation . By: /s/ Xxxxxx XXXXXX X. Xxxx XXXXXXXXX Name: Xxxxxx X. Xxxx Xxxxxxxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.EVP & CFO ROCKY BRANDS US, a Delaware corporation LLC By: /s/ Xxxxxx XXXXXX X. Xxxx XXXXXXXXX Name: Xxxxxx X. Xxxx Xxxxxxxxx Title: President and Chief Executive Officer RINZI AIREVP & CFO LEHIGH OUTFITTERS, L.L.C., a Florida limited liability company LLC By: /s/ Xxxxxx XXXXXX X. Xxxx XXXXXXXXX Name: Xxxxxx X. Xxxx Xxxxxxxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYEVP & CFO ROCKY OUTDOOR GEAR STORE, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager LLC By: /s/ Xxxxxx XXXXXX X. Xxxxxxx XXXXXXXXX Name: Xxxxxx X. Xxxxxxx Xxxxxxxxx Title: Managing Director LENDERSEVP & CFO US FOOTWEAR HOLDINGS LLC By: /s/ XXXXXX X. XXXXXXXXX FINANCIAL CAYMAN LTD.Name: Xxxxxx X. Xxxxxxxxx Title: EVP & CFO BANK OF AMERICA, N.A., as Agent and as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx XXXXX SCAWINSKI 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 Scawinski Title: Vice President A4 FUNDING LPXXXXX FARGO BANK, 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 Xxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxx 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: Authorized Signatory EXHIBIT A TO WAIVER CONFORMED LOAN AGREEMENT [attached] ABL LOAN AND THIRD AMENDMENT TO FINANCING SECURITY AGREEMENT Dated as of January 25March 15, 2008 DESIGNATED DEFAULTS None2021 ROCKY BRANDS, except:INC., as Parent and as Borrower Agent THE OTHER OBLIGORS PARTY HERETO as Borrowers or Guarantors BANK OF AMERICA, N.A., as Agent BANK OF AMERICA, N.A., as Sole Lead Arranger and Sole Bookrunner

BORROWERS. BODY SHOP OF AMERICASUNLINK HEALTH SYSTEMS, INC., as a Florida corporation Borrower and Borrowers’ Agent By: /s/ Xxxxxx X. Xxxx NameXxxxxxxxxxx Chief Financial Officer SUNLINK HEALTHCARE, LLC, as a Borrower By its Sole Member SunLink Health Systems, Inc. By: Xxxxxx X. Xxxx TitleXxxxxxxxxxx Chief Financial Officer DEXTER HOSPITAL, LLC, as a Borrower By its Sole Member SunLink Healthcare, LLC By its Sole Member SunLink Health Systems, Inc. By: President and Xxxx Xxxxxxxxxxx Chief Executive Financial Officer CATALOGUE VENTURESXXXXXXX HOSPITAL, LLC, as a Borrower By its Sole Member SunLink Healthcare, LLC By its Sole Member SunLink Health Systems; Inc. By: Xxxx Xxxxxxxxxxx Chief Financial Officer SOUTHERN HEALTH CORPORATION OF ELLIJAY, INC., as a Florida corporation Borrower By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORPXxxxxxxxxxx [ ] SOUTHERN HEALTH CORPORATION OF DAHLONEGA, INC., as a Delaware corporation Borrower By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIRXxxxxxxxxxx [ ] SOUTHERN HEALTH CORPORATION OF HOUSTON, L.L.C.INC., as a Florida limited liability company Borrower By: /s/ Xxxxxx X. Xxxx NameXxxxxxxxxxx [ ] SOUTHERN HEALTH CORPORATION OF JASPER, INC., as a Borrower By: Xxxxxx X. Xxxx TitleXxxxxxxxxxx [ ] HEALTHMONT OF GEORGIA, INC., as a Borrower By: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYXxxx Xxxxxxxxxxx [ ] HEALTHMONT, LLC, as Administrative Agent a Borrower By its Sole Member SunLink Health Systems, Inc. By: Dymas Capital Management CompanyXxxx Xxxxxxxxxxx Chief Financial Officer HEALTHMONT OF MISSOURI, LLC, as a Borrower By its Manager Sole Member HealthMont, LLC By its Sole Member SunLink Health Systems, Inc. By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTDXxxx Xxxxxxxxxxx Chief Financial Officer SUNLINK SERVICES, INC., as a Lender Borrower By: Xxxxxxxxx Financial Xxxx Xxxxxxxxxxx [ ] SUNLINK HOMECARE SERVICES, LLC, as Collateral a Borrower By its Sole Member SunLink Health Systems, Inc. By: Xxxx Xxxxxxxxxxx Chief Financial Officer XXXX PROPERTIES, INC., as a Borrower By: Xxxx Xxxxxxxxxxx [ ] Central Alabama Medical Associates, LLC, as a Borrower By its Sole Member HealthMont, LLC By its Sole Member SunLink Health Systems, Inc. By: Xxxx Xxxxxxxxxxx Chief Financial Officer Dahlonega Clinic, LLC, as a Borrower By its Sole Member Southern Health Corporation of Dahlonega, Inc. By: Xxxx Xxxxxxxxxxx [ ] XXXXXXXXXX’X CASHWAY PHARMACY, INC., as a Borrower By: Xxxx Xxxxxxxxxxx [ ] XXXXXXXXXX’X NUTRITIONAL DISTRIBUTOR, INC., as a Borrower By: Xxxx Xxxxxxxxxxx [ ] BREATH OF LIFE HOME HEALTH EQUIPMENT, INC., as a Borrower By: Xxxx Xxxxxxxxxxx [ ] GUARANTORS/CREDIT PARTIES: SUNLINK HEALTHCARE INVESTMENTS, INC., as a Guarantor and a Credit Party By its Sole Member SunLink Health Systems, Inc. By: Xxxx Xxxxxxxxxxx Chief Financial Officer Address for All Borrowers and other Credit Parties For Purposes of Notice: 000 Xxxxxx 00 Xxxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Fax: (000) 000-0000 Attention: Xxxx X. Xxxxxxxxxxx, Chief Financial Officer CHATHAM CREDIT MANAGEMENT III, LLC, as Agent By: Chatham Capital Holdings, Inc. Its: Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING CHATHAM CREDIT MANAGEMENT III, LLC, not individually, but as agent for CHATHAM INVESTMENT FUND QP III, LLC, as a Lender By: NewStar Financialand CHATHAM INVESTMENT FUND III, 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: TitleAddress for Agent: EXHIBIT 000 Xxxxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 ATTN: Account Officer Fax: (000) 000-0000 ANNEX A TO WAIVER AND THIRD AMENDMENT TO FINANCING to CREDIT AGREEMENT Dated COMMITMENT AMOUNTS Revolving Commitments Lender Revolving Commitment $12,000,000 CHATHAM CREDIT MANAGEMENT III, LLC, not individually, but as of January 25agent for CHATHAM INVESTMENT FUND QP III, 2008 DESIGNATED DEFAULTS NoneLLC, except:as a Lender and CHATHAM INVESTMENT FUND III, LLC Term Loan Commitments Lender Term Loan Commitment $35,000,000 CHATHAM CREDIT MANAGEMENT III, LLC, not individually, but as agent for CHATHAM INVESTMENT FUND QP III, LLC, as a Lender and CHATHAM INVESTMENT FUND III, LLC

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 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 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 OF AMERICABLACKROCK, INC., a Florida corporation as Borrower and Guarantor By: /s/ Xxxxxx X. Xxxx Pxxxxxxx Xxxxxxxxx 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 Pxxxxxxx Xxxxxxxxx Title: Managing Director and Treasurer BLACKROCK GROUP LIMITED, as Designated Borrower By: /s/ Cxxxx Xxxxxxx Name: Cxxxx Xxxxxxx Title: Director BlackRock, Inc. Amendment No. 4 to Five-Year Revolving Credit Agreement (2015) Signature Pages AGENT AND LENDERS: XXXXXXXXX FINANCIAL CAYMAN WXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender, L/C Agent and Lender By: /s/ Txxxx Xxxxxxxxxxx Name: Txxxx Xxxxxxxxxxx Title: Managing Director BlackRock, Inc. Amendment No. 4 to Five-Year Revolving Credit Agreement (2015) CITIBANK, N.A., as Lender and Issuing Lender By: /s/ Mxxxxxx Xxxxxxx Name: Mxxxxxx Xxxxxxx Title: Vice President BlackRock, Inc. Amendment No. 4 to Five-Year Revolving Credit Agreement (2015) Signature Pages BANK OF AMERICA, N.A., as Lender By: /s/ Mxxxxxx X. Xxxxx Name: Mxxxxxx X. Xxxxx Title: Vice President BlackRock, Inc. Amendment No. 4 to Five-Year Revolving Credit Agreement (2015) BARCLAYS BANK PLC, as Lender By: /s/ Rxxxxx Xxxxx Name: Rxxxxx Xxxxx Title: Vice President BlackRock, Inc. Amendment No. 4 to Five-Year Revolving Credit Agreement (2015) Signature Pages JPMORGAN CHASE BANK, N.A., as Lender By: /s/ Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Title: Executive Director BlackRock, Inc. Amendment No. 4 to Five-Year Revolving Credit Agreement (2015) Signature Pages MXXXXX SXXXXXX BANK, N.A., as Lender By: /s/ Mxxxxxx Xxxx Name: Mxxxxxx Xxxx Title: Authorized Signatory BlackRock, Inc. Amendment No. 4 to Five-Year Revolving Credit Agreement (2015) DEUTSCHE BANK AG NEW YORK BRANCH, as Lender By: /s/ Vxxxxxxx Xxxxxxx Name: Vxxxxxxx Xxxxxxx Title: Vice President By: /s/ Jxxx X. XxXxxx Name: Jxxx X. XxXxxx Title: Director BlackRock, Inc. Amendment No. 4 to Five-Year Revolving Credit Agreement (2015) SUMITOMO MITSUI BANKING CORPORATION, as a Lender and as the Japanese Yen Lender By: /s/ Kxxxx X. Xxxxxxxx Name: Kxxxx X. Xxxxxxxx Title: Managing Director BlackRock, Inc. Amendment No. 4 to Five-Year Revolving Credit Agreement (2015) Signature Pages CREDIT SUISSE AG, Cayman Islands Branch, as Lender By: /s/ Dxxxxx Xxxx Name: Dxxxxx Xxxx Title: Authorized Signatory By: /s/ Rxxx Xxxxxxx Name: Rxxx Xxxxxxx Title: Authorized Signatory BlackRock, Inc. Amendment No. 4 to Five-Year Revolving Credit Agreement (2015) Signature Pages GXXXXXX SACHS BANK USA, as Lender By: /s/ Rxxxxxx Xxxxx Name: Rxxxxxx Xxxxx Title: Authorized Signatory BlackRock, Inc. Amendment No. 4 to Five-Year Revolving Credit Agreement (2015) HSBC BANK USA, NATIONAL ASSOCIATION, as Lender and Issuing Lender By: /s/ Sxxxxxxxx X. Xxx Name: Sxxxxxxxx X. Xxx Title: Director BlackRock, Inc. Amendment No. 4 to Five-Year Revolving Credit Agreement (2015) Signature Pages MIZUHO BANK, LTD., as a Lender By: Xxxxxxxxx Financial LLC/s/ Dxxxx Xxx Name: Dxxxx Xxx Title: Authorized Signatory BlackRock, Inc. Amendment No. 4 to Five-Year Revolving Credit Agreement (2015) Signature Pages THE ROYAL BANK OF SCOTLAND plc, as Collateral Manager Lender By: /s/ Xxxxxxxxxxx Xxx Jxxxxx X. Xxxxx Name: Xxxxxxxxxxx Xxx Jxxxxx X. Xxxxx Title: Vice President BlackRock, Inc. Amendment No. 4 to Five-Year Revolving Credit Agreement (2015) UBS AG, STAMFORD BRANCH, as Lender By: /s/ Dxxxxxx Xxxxx Name: Dxxxxxx Xxxxx Title: Director By: /s/ Hxxxxxx Xxxx Name: Hxxxxxx Xxxx Title: Associate Director BlackRock, Inc. Amendment No. 4 to Five-Year Revolving Credit Agreement (2015) Signature Pages ROYAL BANK OF CANADA, as Lender By: /s/ Gxxx XxXxxx Name: Gxxx XxXxxx Title: Authorized Signatory BlackRock, Inc. Amendment No. 4 to Five-Year Revolving Credit Agreement (2015) Signature Pages STATE STREET BANK AND TRUST COMPANY, as Lender By: /s/ Kxxxx X. Xxxxxxxxx Name: Kxxxx X. Xxxxxxxxx Title: Managing Director NEWSTAR SHORTBlackRock, Inc. Amendment No. 4 to Five-TERM FUNDING LLCYear Revolving Credit Agreement (2015) THE BANK OF NEW YORK MELLON, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Jxxxxx 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. Jxxxxx 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 LPBlackRock, 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:Inc. Amendment No. 4 to Five-Year Revolving Credit Agreement (2015) Signature Pages

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 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 ADMINISTRATIVE AGENT: XXXXXX XXXXXXXX FINANCE COMPANY By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President LENDERS: XXXXXX XXXXXXXX FINANCE COMPANY, LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President XXXXXX XXXXXXXX BRANDS, LLC By: /s/ Xxxxxxxx X. Parent Name: Xxxxxxxx X. Parent Title: VP, Asst. Secretary Exhibit A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated Schedule 8.01 Cash Management Accounts (as of January 25the Fourth Amendment Effective Date) Company Bank or Broker Address Account No. Account Type Cherokee Inc. JPMorgan Chase Bank, 2008 DESIGNATED DEFAULTS NoneN.A. 000 X Xxxxx Xxx, except:Xxxxx 000 Xxx Xxxxxxx, XX 00000 000000475392697 Payroll Cherokee Inc. JPMorgan Chase Bank, N.A. 000 X Xxxxx Xxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000 000000475392689 Operating Cherokee Inc. JPMorgan Chase Bank, N.A. 000 X Xxxxx Xxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000 000000109690336 Operating Spell C. LLC JPMorgan Chase Bank, N.A. 000 X Xxxxx Xxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000 000000107930220 Operating Cherokee Brands LLC JPMorgan Chase Bank, N.A. 000 X Xxxxx Xxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000 000000133536350 Operating Hawk 900 Brands LLC JPMorgan Chase Bank, N.A. 000 X Xxxxx Xxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000 000000551026912 Operating EDCA LLC JPMorgan Chase Bank, N.A. 000 X Xxxxx Xxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000 000000762128267 Operating FFS Holdings, LLC JPMorgan Chase Bank, N.A. 000 X Xxxxx Xxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000 000000773856005 Operating FFS Holdings, LLC JPMorgan Chase Bank, N.A. 000 X Xxxxx Xxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000 000000773855783 Operating 9700767 Apex Global Brands, Inc. Bank of America, N.A. XX Xxx 00000 Xxxxxxxxxx, XX 00000 0000000000 Operating Apex Global Brands, Inc. Bank of America, N.A. XX Xxx 00000 Xxxxxxxxxx, XX 00000 1416115789 Payroll Hi-Tec Sports International Holdings B.V. ING Bank Xxxxxxxxxxxx 000 Xxxxxxx 0000, 0000 XX Xxxxxxxxx XX00XXXX0000000000 (EUR) XX00XXXX0000000000 (USD) Cash receipts account Operating Operating Hi-Tec Sports UK Limited Barclays Barclays Bank PLC 0 Xxxxxxxxx Xxxxx, London E14 5HP United Kingdom GB49BARC20776700740799 (GBP) Operating Hi-Tec Sports PLC Xxxxxxxx Xxxx XXX Xxxxxxxxx, Xxxxxxxxxxxxxx, Xxxxxx Xxxxxxx XX00,0XX XX00XXXX00000000000000 (GBP) Operating

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 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 ADMINISTRATIVE AGENT: XXXXXX XXXXXXXX FINANCE COMPANY By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Principal LENDERS: XXXXXX XXXXXXXX FINANCE COMPANY, LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Principal XXXXXX XXXXXXXX BRANDS, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: CEO International 1903 PARTNERS, LLC By: /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: COO Exhibit A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated Schedule 8.01 Cash Management Accounts (as of January 25the Fifth Amendment Effective Date) Company Bank or Broker Address Account No. Account Type Cherokee Inc. JPMorgan Chase Bank, 2008 DESIGNATED DEFAULTS NoneN.A. 000 X Xxxxx Xxx, except:Xxxxx 000 Xxx Xxxxxxx, XX 00000 000000475392689 Operating Apex Global Brands, Inc. Bank of America, N.A. XX Xxx 00000 Xxxxxxxxxx, XX 00000 0000000000 Operating Apex Global Brands, Inc. Bank of America, N.A. XX Xxx 00000 Xxxxxxxxxx, XX 00000 1416115789 Payroll Hi-Tec Sports International Holdings B.V. ING Bank Xxxxxxxxxxxx 000 Xxxxxxx 0000, 0000 XX Xxxxxxxxx XX00XXXX0000000000 (EUR) XX00XXXX0000000000 (USD) Cash receipts account Operating Operating Hi-Tec Sports UK Limited Barclays Barclays Bank PLC 0 Xxxxxxxxx Xxxxx, London E14 5HP United Kingdom GB49BARC20776700740799 (GBP) Operating Hi-Tec Sports PLC Barclays Bank PLC Leicester, Leicestershire, United Kingdom LE87,2BB XX00XXXX00000000000000 (GBP) Operating

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 ByAgent, Issuer and a Lender By /s/ Xxxx Xxxxx Name: Dymas Capital Management CompanyXxxx Xxxxx Title: Senior Vice President BBVA USA, LLC, its Manager as a Lender By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxx X. Xxxxxxx 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, Xxxx Xxxxxxx Xxxxxxxx Name: Xxxxxxxxx X. Xxxx Xxxxxxx Xxxxxxxx Title: Senior Vice President NATIONAL CITY COMERICA BANK, as a Lender By: /s/ Xxxxxxxx P. Xxxxx Xxxxx Name: Xxxxxxxx P. Xxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCVice President 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/ S. Xxxx Xxxxxx Name: S. Xxxx Xxxxxx Title: Senior 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/ W. Xxxxx Xxxxxxx Name: W. Xxxxx Xxxxxxx Title: Market President-Energy Lending EXHIBIT A TO WAIVER AND THIRD FIRST AMENDMENT TO FINANCING SENIOR CREDIT AGREEMENT Dated SCHEDULE OF LIKELY ADDITIONAL OIL AND GAS PROPERTIES TO BE MORTGAGED ST COUNTY WELL / LEASE NAME KS RENO M&M FARMS #1H-20 KS RENO URBAN #1-13H MT RICHLAND XXXXXXXX #2-34 OK ALFALFA XXXXXX XXXXXXX UNIT OK XXXXXX CHEETAH 32/29-15N-10W #1HX OK XXXXXX DOPPELGANGER 4-9-15N-10W #3HX OK XXXXXX XXXXX BIA #1-12/13H OK XXXXXX PICKAROON 11 2-15N-10W #2HX OK XXXXXX PICKAROON 11 2-15N-10W #4HX OK BLAINE TIGER SWALLOWTAIL 7/6-15N-13W #1HX OK CADDO CART #2-17 OK CADDO XXXX #3-36 OK CADDO XXXX #3-5 OK XXXXX XXXXX 28 #2H OK CADDO LEE #2-1 OK CADDO XXXX #1-17 OK CANADIAN BONE 32-12-6 #2H OK CANADIAN XXXXXXXX 32-12-6 #2H OK CANADIAN ML 6-7-14N-9W #6HX OK CANADIAN ML 6-7-14N-9W #7HX OK CANADIAN ML 6-7-14N-9W #9HX OK XXXXXX SOUTH XXXXXX XXXXX SAND OK XXXXXXXXX XXXXXXX #1-19 OK XXXXXX XXXXX #1-5 OK XXXXXX XXXXXXXXX #3-29 OK XXXXXX XXXXXXX, WD #2-30 OK XXXXXX XXXXXXXX #1-8 OK XXXXXX XXXXXXX #1 OK XXXXXX XXXXXXX #5-9 OK XXXXXX XXXXXXX #6-9 OK XXXXXX XXXXXXX #1-3 Exhibit A, Page 1 ST COUNTY WELL / LEASE NAME OK XXXXX XXXXX #1-7 OK XXXXX XXXXX 1510-19-17 #1H OK XXXXX XXXXX 1510-19-17 #2H OK XXXXX XXXXX #1-4H OK XXXXX XXXXXXX, XXXXX T #2-13 OK XXXXX XXXXXXXXX #13-1H OK XXXXX XXXXX #1 OK XXXXX XXXXXX #3-34H OK XXXXXX XXXXX TRUST #1-26H OK XXXXX XXXXX #1-30H OK XXXXX XXXXXX TRUST #2-28H OK XXXXXX XXXXXXXX B #4 OK KINGFISHER XXXXX 1705 #3-13MH OK KINGFISHER XXXXXXX 17/20-16N-9W #3HX OK KINGFISHER XXXXXXX 17/20-16N-9W #4HX OK XXXXXXXX XXXX NORTH PENN UNIT TX HEMPHILL XXXX 5453 CXL #1H TX XXX XXXX JABONCILLO #1 TX LAVACA FREUDE #2H TX TYLER BP R #1 KS RENO M&M FARMS #1H-20 KS RENO URBAN #1-13H MT RICHLAND XXXXXXXX #2-34 OK ALFALFA XXXXXX XXXXXXX UNIT OK XXXXXX CHEETAH 32/29-15N-10W #1HX OK XXXXXX DOPPELGANGER 4-9-15N-10W #3HX OK XXXXXX XXXXX BIA #1-12/13H OK XXXXXX PICKAROON 11 2-15N-10W #2HX OK XXXXXX PICKAROON 11 2-15N-10W #4HX OK BLAINE TIGER SWALLOWTAIL 7/6-15N-13W #1HX OK CADDO CART #2-17 EXHIBIT B TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (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] 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 FRED’S, INC., a Tennessee corporation, as “Borrower Agent” and a “Borrower” By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Chief Financial Officer [CORPORATE SEAL] FRED’S STORES OF AMERICATENNESSEE, INC., a Delaware corporation, as a “Borrower” By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Chief Financial Officer [CORPORATE SEAL] NATIONAL PHARMACEUTICAL NETWORK, INC., a Florida corporation corporation, as a “Borrower” By: /s/ Xxxxxx X. Xxxx Xxxxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxxxx Title: President and Chief Executive Financial Officer CATALOGUE VENTURES[CORPORATE SEAL] XXXXXX-XXXX DRUG STORE, INC., a Florida corporation Tennessee corporation, as a “Borrower” By: /s/ Xxxxxx X. Xxxx Xxxxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxxxx Title: Chief Executive Financial Officer GUARANTORS[CORPORATE SEAL] [Signatures continue on following pages.] Second Amendment to Forbearance Agreement, Tenth Amendment to Credit Agreement, Fifth Amendment to Amended and Restated Addendum to Credit Agreement and Third Amendment to Security Agreement (Fred’s) GUARANTOR: BODY CENTRAL ACQUISITION CORP000 X. XXXX OPP, LLC, a Delaware limited liability company, as a “Guarantor” By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Chief Financial Officer [SEAL] [Signatures continue on following pages.] Second Amendment to Forbearance Agreement, Tenth Amendment to Credit Agreement, Fifth Amendment to Amended and Restated Addendum to Credit Agreement and Third Amendment to Security Agreement (Fred’s) ADMINISTRATIVE AGENT: REGIONS BANK, as “Administrative Agent” By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director CO-COLLATERAL AGENTS: REGIONS BANK, as a “Co-Collateral Agent” By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Second Amendment to Forbearance Agreement, Tenth Amendment to Credit Agreement, Fifth Amendment to Amended and Restated Addendum to Credit Agreement and Third Amendment to Security Agreement (Fred’s) BANK OF AMERICA, N.A., as a “Co-Collateral Agent” By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director Second Amendment to Forbearance Agreement, Tenth Amendment to Credit Agreement, Fifth Amendment to Amended and Restated Addendum to Credit Agreement and Third Amendment to Security Agreement (Fred’s) LENDERS: REGIONS BANK By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Second Amendment to Forbearance Agreement, Tenth Amendment to Credit Agreement, Fifth Amendment to Amended and Restated Addendum to Credit Agreement and Third Amendment to Security Agreement (Fred’s) BANK OF AMERICA, N.A. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director Second Amendment to Forbearance Agreement, Tenth Amendment to Credit Agreement, Fifth Amendment to Amended and Restated Addendum to Credit Agreement and Third Amendment to Security Agreement (Fred’s) SCHEDULE 1 Commitments Lender Revolving Commitment Regions Bank $ 48,750,000.00 Bank of America, N.A. $ 48,750,000.00 SCHEDULE 2 Commercial Tort Claims None. SCHEDULE 3 Investment Property Securities Accounts None. Securities Fred’s, Inc. Name and Address of Securities Issuer: Metlife Trust Interests Type of Equity Interest Evidenced by Such Securities: Shares held at Computershare (transfer agent for Metlife) Certificated or Uncertificated: If Certificated, Certificate Numbers, and Number of Shares or Other Type of Equity Interest Evidenced by Such Certificates: Name and Address of Securities Issuer: Fred’s Stores of Tennessee, Inc., a Delaware corporation ByType of Equity Interest Evidenced by Such Securities: /s/ Xxxxxx X. Common Stock Certificated or Uncertificated: Certificated If Certificated, Certificate Numbers, and Number of Shares or Other Type of Equity Interest Evidenced by Such Certificates: Replacement Stock Certificate for 1,641 shares of Common Stock, $0.001 par value per share Name and Address of Securities Issuer: National Equipment Management and Leasing, Inc., a Tennessee corporation Type of Equity Interest Evidenced by Such Securities: Common Stock Certificated or Uncertificated: If Certificated, Certificate Numbers, and Number of Shares or Other Type of Equity Interest Evidenced by Such Certificates: Fred’s Stores of Tennessee, Inc. Name and Address of Securities Issuer: Xxxxxx-Xxxx NameDrug Store, Inc., a Tennessee corporation Type of Equity Interest Evidenced by Such Securities: Xxxxxx X. Xxxx TitleCommon Stock Certificated or Uncertificated: President Certificated If Certificated, Certificate Numbers, and Chief Executive Officer RINZI AIRNumber of Shares or Other Type of Equity Interest Evidenced by Such Certificates: Stock Certificate No. 5 for 500 shares of Common Stock, L.L.C.no par value per share Name and Address of Securities Issuer: National Pharmaceutical Network, Inc., a Florida corporation Type of Equity Interest Evidenced by Such Securities: Common Stock Certificated or Uncertificated: If Certificated, Certificate Numbers, and Number of Shares or Other Type of Equity Interest Evidenced by Such Certificates: Name and Address of Securities Issuer: Summit Properties-Jacksboro, LLC, an Arkansas limited liability company ByType of Equity Interest Evidenced by Such Securities: /s/ Xxxxxx X. Xxxx NameMembership Interests Certificated or Uncertificated: Xxxxxx X. Xxxx TitleUncertificated If Certificated, Certificate Numbers, and Number of Shares or Other Type of Equity Interest Evidenced by Such Certificates: President Name and Chief Executive Officer ADMINISTRATIVE AGENTAddress of Securities Issuer: DYMAS FUNDING COMPANYSummit Properties-Bridgeport, LLC, as Administrative Agent Byan Arkansas limited liability company Type of Equity Interest Evidenced by Such Securities: Dymas Capital Management CompanyMembership Interests Certificated or Uncertificated: Uncertificated If Certificated, Certificate Numbers, and Number of Shares or Other Type of Equity Interest Evidenced by Such Certificates: Name and Address of Securities Issuer: 505 N. Main, LLC, its Manager Bya Delaware limited liability company Type of Equity Interest Evidenced by Such Securities: /s/ Xxxxxx X. Xxxxxxx NameMembership Interests Certificated or Uncertificated: Xxxxxx X. Xxxxxxx TitleUncertificated If Certificated, Certificate Numbers, and Number of Shares or Other Type of Equity Interest Evidenced by Such Certificates: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.Commodity Accounts None. Promissory Notes, as a Lender By: Xxxxxxxxx Financial LLCEvidences of Indebtedness, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLCand Other Instruments None. Leases, as a Lender By: NewStar FinancialSecurity Agreements, 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 and Other Chattel Paper None, except:. SCHEDULE 4 Real Estate

BORROWERS. BODY SHOP OF AMERICAELYSIUM ENERGY, INC.LLC, a Florida corporation Nevada limited liability company By: /s/ Xxxxxx Jxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Jxxxx X Xxxxx Title: President and Chief Executive Officer CATALOGUE VENTURESELYSIUM ENERGY LA, INC.LLC, a Florida corporation Louisiana limited liability company By: /s/ Xxxxxx Jxxxx X. Xxxx Xxxxx 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 Jxxxx X Xxxxx Title: President and Chief Executive Officer RINZI AIRELYSIUM ENERGY TX, L.L.C.LLC, a Florida Texas limited liability company By: /s/ Xxxxxx Jxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Jxxxx X Xxxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENTPOINTE A LA HACHE, L.L.C., a Delaware limited liability company By: DYMAS FUNDING COMPANY/s/ Jxxxx X. Xxxxx Name: Jxxxx X Xxxxx Title: President and Chief Executive Officer (Signature Page to Term Loan Agreement) TURTLE BAYOU, L.L.C., a Delaware limited liability company By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X Xxxxx Title: President and Chief Executive Officer POTASH, L.L.C., a Delaware limited liability company By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X Xxxxx Title: President and Chief Executive Officer RXXXX FIELD, L.L.C., a Delaware limited liability company By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X Xxxxx Title: President and Chief Executive Officer HOLDINGS ELYSIUM ENERGY HOLDINGS, LLC, a Nevada limited liability company By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X Xxxxx Title: President and Chief Executive Officer (Signature Page to Term Loan Agreement) AGENT: 405 WOODBINE LLC, a Delaware limited liability company as Administrative Agent By: Dymas Capital Management Company, /s/ Lxxxxxxx Xxxxxx Lxxxxxxx Xxxxxx Authorized Signatory LENDER: 405 WOODBINE LLC, its Manager a Delaware limited liability company By: /s/ Lxxxxxxx Xxxxxx X. Xxxxxxx NameLxxxxxxx Xxxxxx Authorized Signatory Applicable Lending Office: 400 Xxxxxxxxx Xxxxxx X. Xxxxxxx Title00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Managing Director LENDERSGxxx Xxxxx E-mail: 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:gxxxxx@xxxxxxx.xxx and rxxxxxxxx@xxxxxxx.xxx (Signature Page to Term Loan Agreement)

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 OF AMERICA, INCSKYMILES IP LTD., a Florida corporation Cayman Islands exempted company with limited liability By: /s/ Xxxxxx X. Xxxx Xxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxx Xxxxxxx Title: Vice President and Chief Executive Officer CATALOGUE VENTURESTreasurer DELTA AIR LINES, 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 Xxxxxxx X. Xxxx Xxxxx XX Name: Xxxxxx Xxxxxxx X. Xxxx Xxxxx XX Title: Vice President and Chief Executive Officer RINZI AIR, L.L.C.Treasurer GUARANTORS: SKY MILES HOLDINGS LTD., a Florida Cayman Islands exempted company with limited liability company By: /s/ Xxxxxx X. Xxxx Xxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxx Xxxxxxx Title: Vice President and Chief Executive Officer ADMINISTRATIVE AGENTTreasurer SKYMILES IP HOLDINGS LTD., a Cayman Islands exempted company with limited liability By: DYMAS FUNDING COMPANY/s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President and Treasurer [TERM LOAN CREDIT AND GUARANTY AGREEMENT] SKYMILES IP FINANCE LTD., LLCa Cayman Islands exempted company with limited liability By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President and Treasurer [TERM LOAN CREDIT AND GUARANTY AGREEMENT] BARCLAYS BANK PLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxx Xxxxxx X. Xxxxxxx Name: Xxx Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.BARCLAYS BANK PLC, as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Xxxxxx Name: Xxxxxxxxxxx Xxx Xxxxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLCU.S. BANK NATIONAL ASSOCIATION, as a Lender By: NewStar Financial, Inc., its Designated Manager Collateral Administrator By: /s/ P. J. Xxxxx Xxxxxxxxx Xxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. J. 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 Xxxxx 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:President

BORROWERS. BODY SHOP OF AMERICAUNITED AGRI PRODUCTS CANADA INC., as Canadian Borrower By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Vice President & Secretary UNITED AGRI PRODUCTS, INC., as a Florida corporation U.S. Borrower By: /s/ Xxxxxx X. Xxxx Xxxx Name: Xxxxxx X. Xxxx Xxxx Title: President Vice President, Secretary and Chief Executive Officer CATALOGUE VENTURESGeneral Counsel UAP DISTRIBUTION, INC., as a Florida corporation U.S. Borrower By: /s/ Xxxxxx X. Xxxx Xxxx Name: Xxxxxx X. Xxxx Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORPVice President and Secretary LOVELAND PRODUCTS, INC., as a Delaware corporation U.S. Borrower By: /s/ Xxxxxx X. Xxxx Xxxx Name: Xxxxxx X. Xxxx Xxxx Title: Vice President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company Secretary Second Amended and Restated Credit Agreement CREDIT PARTIES: UAP HOLDING CORP. By: /s/ Xxxxxx X. Xxxx Xxxx Name: Xxxxxx X. Xxxx Xxxx Title: Vice President, Secretary and General Counsel LOVELAND INDUSTRIES, INC. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Vice President & Secretary PLATTE CHEMICAL CO. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Vice President & Secretary SNAKE RIVER CHEMICALS, INC. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Vice President & Secretary TRANSBAS, INC. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Vice President & Secretary UAP TIMBERLAND, LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Vice President and Chief Executive Officer ADMINISTRATIVE AGENTSecretary Second Amended and Restated Credit Agreement GENERAL ELECTRIC CAPITAL CORPORATION, as Agent, an L/C Issuer and a Lender By: DYMAS FUNDING /s/ Xxx X. Xxxxx Name: Xxx X. Xxxxx Title: Its Duly Authorized Signatory GE CANADA FINANCE HOLDING COMPANY, LLC, as Administrative Canadian Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx Xxxx X. Xxxxxxx Name: Xxxxxx Xxxx X. Xxxxxxx Title: Senior Vice President, GE Canada Finance Holding Company Second Amended and Restated Credit Agreement XXXXXXX XXXXX CREDIT PARTNERS L.P., as a Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director LENDERSc/o Goldman, Sachs & Co. 00 Xxxxxx Xxxxxx, 17th Floor Jersey City, New Jersey 07302 Attn: XXXXXXXXX FINANCIAL CAYMAN LTDSBD Operations Xxxxx Xxxxxxx Fax: 000-000-0000 With a copy to: Xxxxxxx Xxxxx Credit Partners L.P. 0 Xxx Xxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxxxx Xxxxxx Fax: 000-000-0000 Second Amended and Restated Credit Agreement DEERE CREDIT, INC., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Xxxxxxx X. Xxxxxxx Name: Xxxxxxxxxxx Xxx Xxxxxxx X. Xxxxxxx Title: Managing Director NEWSTAR SHORTSenior Account Credit Manager 0000 XX 00xx Xxxxxx X.X. Xxx 0000 Xxxx. 000 Xxxxxxx, Iowa 50131 Attn: Xxxxxxx Xxxxxxx Fax: 000-TERM FUNDING LLC000-0000 Second Amended and Restated Credit Agreement PNC BANK NATIONAL ASSOCIATION, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Xxxxxx Name: NewStar Financial Xxxxx Xxxxxx Title: Managing Director NEWSTAR LLC 2005Vice President 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Xxxxxx Fax: 000-1000-0000 Second Amended and Restated Credit Agreement BANK OF AMERICA, N.A., as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Xxxx Xxxxxx Name: NewStar Financial Xxxx Xxxxxx Title: Managing Director A3 FUNDING LPVP-Sr Client Manager Bank of America Business Capital 000 Xxxxxxx Xxxxxx 0xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxx Xxxxxx VP-Sr Client Manager Fax: (000)-000-0000 Second Amended and Restated Credit Agreement COOPERATIVE CENTRALE RAIFFEISEN-BOERELEENBANK B.A., “RABOBANK INTERNATIONAL” NEW YORK BRANCH, as a Lender By: A3 Fund Management LLC, its General Partner /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Director By: /s/ Alexander J, Xxxxxxxx Xxxxxx Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxx Xxxxxxx Title: Vice President A4 FUNDING LPAssociate General Counsel c/o Rabobank International 000 X. Xxxxxx Drive, Suite 2100 Chicago, Illinois 60606 Attn: Xxxx X. Xxxxxx Executive Director Phone: 000-000-0000 Fax: 000-000-0000 Second Amended and Restated Credit Agreement XXXXXXX XXXXX CAPITAL, A DIVISION OF XXXXXXX XXXXX BUSINESS FINANCIAL SERVICES INC., as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Xxxxxxx Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Xxxxxxx Xxxxxxx Title: Vice President ABLECO 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxxxxx Vice President Phone: 000-000-0000 Fax: 000-000-0000 Second Amended and Restated Credit Agreement UBS LOAN FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Xxxxxxx X. Xxxxxx Name: Xxxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxx Title: Senior Vice President NATIONAL CITY BANKDirector By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Associate Director 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxx Fax: 000-000-0000 Second Amended and Restated Credit Agreement BANK OF MONTREAL, as a Lender By: /s/ Xxxxxxxx Xxxxx Xxx Xxxxxxxxx Name: Xxxxxxxx Xxxxx Xxx Xxxxxxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender Vice President By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: EXHIBIT V. P. 000 Xxxx Xxxxxx, 0X Xxxxxxx, Xxxxxxxx 00000 Attn: Xxxxx Xxxxxxxx Account Administrator Fax: 000-000-0000 Second Amended and Restated Credit Agreement ANNEX A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:to CREDIT AGREEMENT

BORROWERS. BODY SHOP OF AMERICACALUMET SPECIALTY PRODUCTS PARTNERS, INC.L.P.,as a BorrowerBy: Calumet GP, LLC, its general partnerBy: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx GriffinTitle: Executive Vice President and Chief Financial Officer CALUMET LP GP, LLC,as a Florida corporation BorrowerBy: 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/ Xxxxxx X. Xxxx Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Executive Financial Officer CATALOGUE VENTURESCALUMET OPERATING, INC.LLC,as a BorrowerBy: Calumet Specialty Products Partners, a Florida corporation L.P., its sole member By: Calumet GP, LLC, its general partner By: /s/ Xxxxxx X. Xxxx Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Executive Financial Officer GUARANTORS: BODY CENTRAL ACQUISITION CORPCALUMET LUBRICANTS CO., LIMITEDPARTNERSHIP, as a Delaware corporation Borrower By: Calumet LP GP, LLC, its general partner 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/ Xxxxxx X. Xxxx Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Executive Financial Officer RINZI AIRCALUMET SHREVEPORT LUBRICANTS & WAXES, L.L.C.LLC,as a BorrowerBy: Calumet Lubricants Co., a Florida limited liability company Limited Partnership,its sole member By: Calumet LP GP, LLC, its general partner 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/ Xxxxxx X. Xxxx Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer CALUMET SHREVEPORT FUELS, LLC,as a BorrowerBy: Calumet Lubricants Co., Limited Partnership, its sole member By: Calumet LP GP, LLC, its general partner 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 and Chief Financial Officer ADMINISTRATIVE AGENTCALUMET INTERNATIONAL, INC. (formerly known as Calumet Sales Company Incorporated),as a BorrowerBy: DYMAS FUNDING /s/ Xxxx X. Xxxxx Name: Xxxx X. KrutzTitle: Vice President-Finance and Treasurer CALUMET PENRECO, LLC,as a BorrowerBy: Calumet Lubricants Co., Limited Partnership, its sole member By: Calumet LP GP, LLC, its general partner 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 and Chief Financial Officer CALUMET FINANCE CORP.,as a BorrowerBy: /s/ Xxxx X. Xxxxx Name: Xxxx X. KrutzTitle: Vice President-Finance and Treasurer CALUMET SUPERIOR, LLC,as a BorrowerBy: Calumet Lubricants Co., Limited Partnership, its sole member By: Calumet LP GP, LLC, its general partner 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 and Chief Financial Officer CALUMET MISSOURI, LLC,as a BorrowerBy: Calumet Lubricants Co., Limited Partnership, its sole member By: Calumet LP GP, LLC, its general partner 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 and Chief Financial Officer CALUMET PACKAGING, LLC,as a BorrowerBy: Calumet Lubricants Co., Limited Partnership, its sole member By: Calumet LP GP, LLC, its general partner 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 and Chief Financial Officer ROYAL PURPLE, LLC,as a BorrowerBy: Calumet Lubricants Co., Limited Partnership, its sole member By: Calumet LP GP, LLC, its general partner 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 and Chief Financial Officer CALUMET MONTANA REFINING, LLC,as a BorrowerBy: Calumet Lubricants Co., Limited Partnership, its sole member By: Calumet LP GP, LLC, its general partner 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 and Chief Financial Officer CALUMET SAN ANTONIO REFINING, LLC,as a BorrowerBy: Calumet Shreveport Fuels, LLC, its sole member By: Calumet Lubricants Co., Limited Partnership, its sole member By: Calumet LP GP, LLC, its general partner 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 and Chief Financial Officer BEL-RAY COMPANY, LLC,as a BorrowerBy: Calumet Lubricants Co., Limited Partnership, its sole member By: Calumet LP GP, LLC, its general partner 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 and Chief Financial Officer ANCHOR DRILLING FLUIDS USA, LLC,as a Borrower By: ADF Holdings, LLC, its sole member By: Calumet Lubricants Co., Limited Partnership, its sole member By: Calumet LP GP, LLC, its general partner 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 and Chief Financial Officer CALUMET NORTH DAKOTA, LLC,as a BorrowerBy: Calumet Lubricants Co., Limited Partnership, its sole member By: Calumet LP GP, LLC, its general partner By: Calumet Operating, LLC, its sole member By: Calumet Specialty Products Partners, L.P., sole member By: Calumet GP, LLC, its general partner By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer KURLIN COMPANY, LLC, as Administrative Agent a Borrower By: Dymas Capital Management Bel-Ray Company, LLC, its Manager sole member By: Calumet Lubricants Co., Limited Partnership, its sole member By: Calumet LP GP, LLC, its general partner 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/ Xxxxxx X. Xxxx Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxx Title: Managing Director Executive Vice President and Chief Financial Officer AGENT AND LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.BANK OF AMERICA, N.A.,as Agent, a Lender and an Issuing BankBy: /s/ Xxxxx XxxXxxxx Name: Xxxxx VanBeberTitle: Senior Vice President XXXXX FARGO BANK, NATIONALASSOCIATION, as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORTCo-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 Syndication agent and a Lender By: /s/ Alexander J, Xxxx Xxxxxxxx Name: Xxxxxxxxx Xxxx BradfordTitle: Duly Authorized Signatory JPMORGAN CHASE BANK, N.A.,as Co-Syndication Agent and a LenderBy: /s/ Xxxxxxx X. Xxxxxxxx Xxxx Name: Xxxxxxx L WestTitle: Authorized Officer DEUTSCHE BANK TRUST COMPANY AMERICAS, as a LenderBy: /s/ Xxxxx Xxxxxxx Name: Xxxxx ChapmanTitle: Director By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Director PNC BANK, NATIONAL ASSOCIATION,as Co-Documentation Agent and a LenderBy: ___________________Name: _________________Title: __________________ U.S. BANK NATIONAL ASSOCIATION,as a LenderBy: /s/ Xxx Xxxxxxx Name: Rod SwensonTitle: Vice President NATIONAL CITY REGIONS BANK, as a Lender LenderBy: /s/ Xxxxxx Xxxxxxxxxxx Name: Darius SutrinaitisTitle: Vice President BARCLAYS BANK PLC, as a LenderBy: /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx SuttonTitle: Vice President NATIXIS, as a LenderBy: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Director By: /s/ Xxxxxxxx Xxxxx LeFoyer Name: Xxxxxxxx Xxxxx LeFoyer Title: Portfolio Manager CAPITALSOURCE FINANCE LLCDirector COMPASS BANK, as a Lender LenderBy: ______________________________ Name: ____________________________ Title: _____________________________ XXXXXXX XXXXX BANK USA, as a LenderBy: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: V.P. ROYAL BANK OF CANADA, as a LenderBy: ______________________________ Name: ____________________________ Title: _____________________________ SIEMENS FINANCIAL SERVICES, as a LenderBy: ______________________________ Name: ____________________________ Title: _____________________________ By: ______________________________ Name: ____________________________ Title: EXHIBIT A TO WAIVER AND _____________________________ BMO XXXXXX BANK, N.A., as a LenderBy: ______________________________ Name: ____________________________ Title: _____________________________ THE BANK OF TOKYO-MITSUBISHI UFJ,as a LenderBy: ______________________________ Name: ____________________________ Title: _____________________________ THIRD AMENDMENT EXHIBIT G Exhibit G to Second Amended and Restated Credit Agreement FORM OF BORROWING BASE CERTIFICATE (See attached.) BANK OF AMERICA, N.A. CONSOLIDATED CERTIFICATE #: As of: Prepared on: ROA ACCOUNTS RECEIVABLE 1 BEGINNING BALANCE LINE 6 LAST REPORT 3 LESS: CREDITS AS OF 4 LESS: GROSS COLLECTIONS AS OF 5 ADJUSTMENTS 6 ENDING BALANCE 7 Non I-Grade AR 8 LESS: INELIGIBLE 9 ELIGIBLE 10 Other AR reserve 11 TOTAL ELIGIBLE AR 12 INVESTMENT GRADE AR 13 LESS: INELIGIBLE 14 ELIGIBLE 15 Other AR reserve 16 TOTAL ELIGIBLE AR 17 UNBILLED AR 18 LESS: INELIGIBLE 19 ELIGIBLE 20 Other AR reserve 21 TOTAL ELIGIBLE AR 22 Total AR Availability PERPETUAL INVENTORY 23 Crude 24 LESS: INELIGIBLE 25 ELIGIBLE 26 LESS: INVENTORY RESERVES 27 TOTAL ELIGIBLE CRUDE 28 Fuels 29 LESS: INELIGIBLE 30 ELIGIBLE 31 LESS: INVENTORY RESERVES 32 TOTAL ELIGIBLE FUELS 33 Speciality 34 LESS: INELIGIBLE 35 ELIGIBLE 1 36 LESS: INVENTORY RESERVES 37 TOTAL ELIGIBLE SPECIALTY 38 Asphalt 39 LESS: INELIGIBLE 40 ELIGIBLE 1 41 LESS: INVENTORY RESERVES 42 TOTAL ELIGIBLE ASPHALT 43 Tank Heels 44 LESS: INELIGIBLE 45 ELIGIBLE 1 46 LESS: INVENTORY RESERVES 47 TOTAL ELIGIBLE TANK HEELS 48 TOTAL INV. AVAILABILITY NOT TO FINANCING AGREEMENT Dated as of January 25EXCEED 49 EXCESS OF LCs OVER AP 50 ADVANCE RATE 51 TOTAL AVAILABILITY 52 MERCHANDISE L/C NOT TO EXCEED: 53 RESTRICTED ACCOUNT BALANCE 54 TOTAL AVAILABILITY LOAN ACTIVITY 55 BALANCE AS SHOWN ON LAST REPORT (LINE 62) 56 LESS: REMITTANCES 57 PLUS: ADVANCE REQUEST AS OF 58 PLUS: WIRE CHARGE 59 PLUS: FEES 60 PLUS: INTEREST 61 ADJUSTMENTS 62 OUTSTANDING LOAN BALANCE REVOLVING LOAN AVAILABILITY 63 CALCULATED AVAILABILITY (LINE 54) 64 LESS: OUTSTANDING LOAN BALANCE (LINE 62) 65 LESS: MERCHANDISE L/C 66 LESS: STANDBY L/C 67 LESS: BANKERS ACCEPTANCES 68 NET AVAILABLE THE UNDERSIGNED REPRESENTS AND WARRANTS THAT (I) THE INFORMATION SET FORTH ABOVE IS TRUE AND COMPLETE AS OF THE DATE HEREOF AND (II) WITH RESPECT TO THIS BORROWING BASE CERTIFICATE, 2008 DESIGNATED DEFAULTS NoneTHE REPRESENTATION AND WARRANTY SET FORTH IN SECTION 8.1.23 OF THAT CERTAIN SECOND AMENDED AND RESTATED CREDIT AGREEMENT, except:DATED AS OF JULY 14, 2014, AMONG CALUMET SPECIALTY PRODUCTS PARTNERS L.P. AND ITS SUBSIDIARIES AS BORROWERS, THE GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BANK OF AMERICA, N.A. AS AGENT, AS AMENDED FROM TIME TO TIME, IS TRUE AND CORRECT AS OF THE DATE HEREOF. BORROWER: Calumet Specialty Products Partners, L.P. BANK OF AMERICA, N.A. AUTHORIZED SIGNATURE: RECEIVED BY: TITLE: NOTE: REPRESENTATION SECTION SHOULD NOT BE MODIFIED

BORROWERS. BODY SHOP OF AMERICAFRED'S, INC., a Florida corporation Tennessee corporation, as "Borrower Agent" and a "Borrower" By: /s/ Xxxxxx Xxxxxxx X. Xxxx Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxx Xxxxx Title: President and Chief Executive Officer CATALOGUE VENTURES[CORPORATE SEAL] FRED'S STORES OF TENNESSEE, INC., a Florida corporation Delaware corporation, as a "Borrower" and the "Surviving Borrower" By: /s/ Xxxxxx Xxxxxxx X. Xxxx Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Xxxxx Title: President and Chief Executive Officer RINZI AIR[CORPORATE SEAL] FRED'S DOLLAR STORE OF XXXXXX, L.L.C.INC., a Florida limited liability company Mississippi corporation, as a "Borrower" By: /s/ Xxxxxx Xxxxxxx X. Xxxx Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxx Xxxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY[CORPORATE SEAL] NATIONAL PHARMACEUTICAL NETWORK, LLCINC., a Florida corporation, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager a "Borrower" By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxxxxx Xxxxx Title: Managing Director LENDERSPresident and Chief Executive Officer [CORPORATE SEAL] Sixth Amendment to Credit Agreement and Ratification, Reaffirmation and Assumption (Fred's) BORROWERS: XXXXXXXXX FINANCIAL CAYMAN LTDXXXXXX-XXXX DRUG STORE, INC., a Tennessee corporation, as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager "Borrower" 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 Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxxxx 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:President and Chief Executive Officer [CORPORATE SEAL]

BORROWERS. BODY SHOP OF AMERICA, VARIATION BIOTECHNOLOGIES INC., a Florida Canadian federal corporation By: By /s/ Jxxx Xxxxxx X. Xxxx Name: Jxxx Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, VBI VACCINES INC., a Florida British Columbia corporation By: By /s/ Jxxx Xxxxxx X. Xxxx Name: Jxxx 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: SCIVAC LTD., L.L.C., a Florida limited liability company By: an Israeli corporation By /s/ Jxxx Xxxxxx X. Xxxx Name: Jxxx Xxxxxx X. Xxxx Title: President and Chief Executive Officer VBI VACCINES (DELAWARE) INC., a Delaware corporation By /s/ Jxxx Xxxxxx Name: Jxxx Xxxxxx Title: President and Chief Executive Officer VARIATION BIOTECHNOLOGIES (US), INC., a Delaware corporation By /s/ Jxxx Xxxxxx Name: Jxxx Xxxxxx Title: President and Chief Executive Officer [SIGNATURE PAGE TO LOAN AND GUARANTY AGREEMENT] ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: K2 HEALTHVENTURES LLC By /s/ Xxxxxx X. Xxxxxxx Axxx Xxxxx Name: Xxxxxx X. Xxxxxxx Axxx Xxxxx Title: Managing Director LENDERS& CIO LENDER: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: K2 HEALTHVENTURES LLC By /s/ Xxxxxxxxxxx Xxx Axxx Xxxxx Name: Xxxxxxxxxxx Xxx Axxx Xxxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC& CIO COLLATERAL TRUSTEE: ANKURA TRUST COMPANY, as a Lender By: NewStar Financial, Inc., its Designated Manager LLC By: /s/ P. Lxxx X. Xxxxx Xxxxxxxxx Name: NewStar Financial Lxxx X. Xxxxx 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 25DEFINITIONS As used in this Agreement, 2008 DESIGNATED DEFAULTS None, exceptthe following capitalized terms have the following meanings:

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

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 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 AMERICAXXXXX & WESSON BRANDS, INC., a Florida corporation . (F/K/A AMERICAN OUTDOOR BRANDS CORPORATION) By: /s/ Xxxxxx Xxxxx X. Xxxx XxXxxxxxx Name: Xxxxxx Xxxxx X. Xxxx XxXxxxxxx Title: President and Chief Executive Financial Officer CATALOGUE VENTURES, INC., a Florida corporation XXXXX & WESSON SALES COMPANY (F/K/A AMERICAN OUTDOOR BRANDS SALES COMPANY) By: /s/ Xxxxxx Xxxxx X. Xxxx XxXxxxxxx Name: Xxxxxx Xxxxx X. Xxxx XxXxxxxxx Title: Chief Executive Financial Officer GUARANTORS: BODY CENTRAL ACQUISITION CORPXXXXX & WESSON INC. (F/K/A XXXXX & WESSON FIREARM INC., a Delaware corporation ) By: /s/ Xxxxxx Xxxxx X. Xxxx XxXxxxxxx Name: Xxxxxx Xxxxx X. Xxxx XxXxxxxxx Title: President Chief Financial Officer (Signature Page to Amended and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company Restated Credit Agreement) GUARANTORS SWSS LLC By: /s/ Xxxxxx Xxxxx X. Xxxx XxXxxxxxx Name: Xxxxxx Xxxxx X. Xxxx XxXxxxxxx Title: President and Chief Executive Financial Officer ADMINISTRATIVE AGENTBEAR LAKE HOLDINGS, LLC By: DYMAS FUNDING /s/ Xxxxx X. XxXxxxxxx Name: Xxxxx X. XxXxxxxxx Title: Chief Financial Officer SWPC PLASTICS, LLC (F/K/A DEEP RIVER PLASTICS, LLC) By: /s/ Xxxxx X. XxXxxxxxx Name: Xxxxx X. XxXxxxxxx Title: Chief Financial Officer XXXXX & WESSON DISTRIBUTING, INC. By: /s/ Xxxxx X. XxXxxxxxx Name: Xxxxx X. XxXxxxxxx Title: Chief Financial Officer XXXXXXXX/CENTER ARMS COMPANY, LLCLLC By: /s/ Xxxxx X. XxXxxxxxx Name: Xxxxx X. XxXxxxxxx Title: Chief Financial Officer (Signature Page to Amended and Restated Credit Agreement) TD BANK, N.A., as Administrative Agent By: Dymas Capital Management Company/s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Regional Vice President (Signature Page to Amended and Restated Credit Agreement) TD BANK, LLCN.A., its Manager as a Lender and Swingline Lender By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Regional Vice President (Signature Page to Amended and Restated Credit Agreement) PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxx Xxxxxx Title: SVP (Signature Page to Amended and Restated Credit Agreement) REGIONS BANK By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx 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:Director

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 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 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. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer MASTEC FC, INC. By: /s/ C. Xxxxxx Xxxxxxxx Name: C. Xxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer MASTEC CONTRACTING COMPANY, INC. By: /s/ C. Xxxxxx Xxxxxxxx Name: C. Xxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer MASTEC SERVICES COMPANY, INC. By: /s/ C. Xxxxxx Xxxxxxxx Name: C. Xxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer MASTEC OF TEXAS, INC. By: /s/ C. Xxxxxx Xxxxxxxx Name: C. Xxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer MASTEC NORTH AMERICA, INC. By: /s/ C. Xxxxxx Xxxxxxxx Name: C. Xxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer MASTEC ASSET MANAGEMENT COMPANY, INC. By: /s/ C. Xxxxxx Xxxxxxxx Name: C. Xxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer CHURCH & TOWER, INC. By: /s/ C. Xxxxxx Xxxxxxxx Name: C. Xxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer POWER PARTNERS MASTEC, LLC By: /s/ C. Xxxxxx Xxxxxxxx Name: C. Xxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer GLOBETEC CONSTRUCTION, LLC By: /s/ C. Xxxxxx Xxxxxxxx Name: C. Xxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer THREE PHASE LINE CONSTRUCTION, INC. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: President and Chief Executive Officer RINZI AIRPUMPCO, L.L.C., a Florida limited liability company INC. By: /s/ C. 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. C. Xxxxxx Xxxxxxxx Title: Vice President A4 FUNDING LPGUARANTORS: PHASECOM SYSTEMS, 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 INTEGRAL POWER & TELECOMMUNICATIONS CORPORATION, as a Lender LTD. By: /s/ Alexander J, C. Xxxxxx Xxxxxxxx Name: Xxxxxxxxx X. C. Xxxxxx Xxxxxxxx Title: Senior Executive Vice President NATIONAL CITY BANKand Chief Financial Officer MASTEC NORTH AMERICA AC, as a Lender LLC By: /s/ C. Xxxxxx Xxxxxxxx Xxxxx Name: C. Xxxxxx Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender Executive Vice President and Chief Financial Officer THREE PHASE ACQUISITION CORP. By: /s/ Xxxxxx Apple Name: Xxxxxx Apple Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:President

BORROWERS. BODY SHOP OF AMERICACENTRAL GARDEN & PET COMPANY XXXXXXXXXX SEED, INC. GULFSTREAM HOME & GARDEN, INC. KAYTEE PRODUCTS INCORPORATED FOUR PAWS PRODUCTS, LTD. NEW ENGLAND POTTERY, LLC XXXXXX, LLC ALL-GLASS AQUARIUM CO., a Florida corporation INC. By: /s/ Xxxx X. Xxxxxx X. Xxxx Name: Xxxx X. Xxxxxx X. Xxxx Title: President and Chief Executive Financial Officer CATALOGUE VENTURESPETS INTERNATIONAL, LTD. T.F.H. PUBLICATIONS, INC.. B2E BIOTECH, a Florida corporation LLC B2E CORPORATION GRO TEC, INC. WELLMARK INTERNATIONAL FARNAM COMPANIES, INC. By: /s/ Xxxx X. Xxxxxx X. Xxxx Name: Xxxx X. Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORSAssistant Secretary [CENTRAL GARDEN – CREDIT AGREEMENT] ADMINISTRATIVE AGENT: BODY CENTRAL ACQUISITION CORP.SUNTRUST BANK, as the Administrative Agent, the Issuing Bank, the Swing Bank, and a Delaware corporation Lender 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 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[CENTRAL GARDEN – CREDIT AGREEMENT] U.S. Bank National Association, as a Lender By: /s/ Alexander J, Xxxxxxxx Xxxxxxx X. Xxxxxxx Name: Xxxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx Title: Senior Vice President NATIONAL CITY BANK[CENTRAL GARDEN – CREDIT AGREEMENT] BMO XXXXXX BANK N.A., as a Lender By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxx Name: Xxxxxxxx Xxxxxxx X. Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCVice President [CENTRAL GARDEN – CREDIT AGREEMENT] Bank of the West, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President [CENTRAL GARDEN – CREDIT AGREEMENT] BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President [CENTRAL GARDEN – CREDIT AGREEMENT] CoBank, ACB, as a Lender By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Vice President [CENTRAL GARDEN – CREDIT AGREEMENT] DUETSCHE BANK AG NEW YORK BRANCH, as a Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Vice President By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Vice President EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as FORM OF ADMINISTRATIVE QUESTIONNAIRE Borrowers’ Information Borrowers: Central Garden & Pet Company and certain of January 25its Subsidiaries Amount and Facility: $390,000,000 Revolving Loan Agreement Date: December 5, 2008 DESIGNATED DEFAULTS None, except2013 Borrower Representative Central Garden & Pet Company Tax ID#:

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 COMPANYCHEFS’ WAREHOUSE PARENT, LLC, as a Borrower By /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: General Counsel and Corporate Secretary DAIRYLAND USA CORPORATION, as a Borrower By /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: General Counsel and Corporate Secretary XXXXX XXXXXXXX 1893, LLC By /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: General Counsel and Corporate Secretary BEL CANTO FOODS, LLC By /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: General Counsel and Corporate Secretary CW LV REAL ESTATE LLC By /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: General Counsel and Corporate Secretary DEL MONTE CAPITOL MEAT COMPANY HOLDINGS, LLC By /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: General Counsel and Corporate Secretary DEL MONTE CAPITOL MEAT COMPANY, LLC By /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: General Counsel and Corporate Secretary MICHAEL’S FINER MEATS, LLC By /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: General Counsel and Corporate Secretary MICHAEL’S FINER MEATS HOLDINGS, LLC By /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: General Counsel and Corporate Secretary QZ ACQUSITIONS (USA), INC. By /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: General Counsel and Corporate Secretary QZINA SPECIALTY FOODS (AMBASSADOR), INC. By /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: General Counsel and Corporate Secretary QZINA SPECIALTY FOODS NORTH AMERICA (USA), INC. By /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: General Counsel and Corporate Secretary QZINA SPECIALTY FOODS, INC. a Washington corporation By /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: General Counsel and Corporate Secretary QZINA SPECIALTY FOODS, INC. A Florida corporation By /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: General Counsel and Corporate Secretary THE CHEF’S WAREHOUSE OF FLORIDA, LLC By /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: General Counsel and Corporate Secretary THE CHEF’S WAREHOUSE PASTRY DIVISION, INC. By /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: General Counsel and Corporate Secretary THE CHEF’S WAREHOUSE WEST COAST, LLC By /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: General Counsel and Corporate Secretary THE CHEF’S WAREHOUSE, INC. By /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: General Counsel and Corporate Secretary THE GREAT STEAKHOUSE STEAKS, LLC By /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: General Counsel and Corporate Secretary THE CHEF’S WAREHOUSE MIDWEST, LLC By /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: General Counsel and Corporate Secretary THE CHEF’S WAREHOUSE MID-ATLANTIC, LLC By /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: General Counsel and Corporate Secretary JEFFERIES FINANCE LLC, individually as a Lender, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: and as Collateral Agent By /s/ Xxxxxx X. Xxxxxxx Xxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx Xxxxx Xxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a SCHEDULE 2.01(A) TERM COMMITMENT SCHEDULE 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 Term Commitment Jefferies Finance LLC $305,000,000 Total $305,000,000 SCHEDULE 2.01(B) DDTL COMMITMENT SCHEDULE Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR DDTL Commitment Jefferies Finance 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:$50,000,000 Total $50,000,000

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 AMERICARADIANT LOGISTICS, 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 Bxxx H. Xxxxx Name: Xxxxxx X. Xxxx Bxxx H. Xxxxx Title: President and Chief Executive Officer RINZI AIRC.E.O RADIANT GLOBAL LOGISTICS, L.L.C.INC., a Florida Washington corporation By: /s/ Bxxx H. Xxxxx Name: Bxxx H. Xxxxx Title: C.E.O RADIANT TRANSPORTATION SERVICES, INC., a Delaware corporation By: /s/ Bxxx H. Xxxxx Name: Bxxx H. Xxxxx Title: C.E.O RADIANT LOGISTICS PARTNERS LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxx Bxxx H. Xxxxx Name: Xxxxxx X. Xxxx Bxxx H. Xxxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANYManager ADCOM EXPRESS, LLCINC., as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager a Minnesota corporation By: /s/ Xxxxxx X. Xxxxxxx Bxxx H. Xxxxx Name: Xxxxxx X. Xxxxxxx Bxxx H. Xxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTDC.E.O RADIANT CUSTOMS SERVICES, INC., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager Washington corporation By: /s/ Xxxxxxxxxxx Xxx Bxxx H. Xxxxx Name: Xxxxxxxxxxx Xxx Bxxx H. Xxxxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLCC.E.O DBA DISTRIBUTION SERVICES, as INC., a Lender By: NewStar Financial, Inc., its Designated Manager New Jersey corporation By: /s/ P. Bxxx H. Xxxxx Xxxxxxxxx Name: NewStar Financial Bxxx H. Xxxxx Title: Managing Director NEWSTAR LLC 2005-1C.E.O INTERNATIONAL FREIGHT SYSTEMS (OF OREGON), as a Lender By: NewStar FinancialINC., Inc., its Sole Member an Oregon corporation By: /s/ P. Bxxx H. Xxxxx Xxxxxxxxx Name: NewStar Financial Bxxx H. Xxxxx Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management C.E.O RADIANT OFF-SHORE HOLDINGS LLC, its General Partner a Washington limited liability company By: /s/ Alexander J, Xxxxxxxx Bxxx H. Xxxxx Name: Xxxxxxxxx X. Xxxxxxxx Bxxx H. Xxxxx Title: Vice President A4 FUNDING LPC.E.O GREEN ACQUISITION COMPANY, as INC., a Lender By: A4 Fund Management, Inc., its General Partner Washington corporation By: /s/ Alexander J, Xxxxxxxx Bxxx H. Xxxxx Name: Xxxxxxxxx X. Xxxxxxxx Bxxx H. Xxxxx Title: Vice President ABLECO C.E.O ON TIME EXPRESS, INC., An Arizona corporation By: /s/ Bxxx H. Xxxxx Name: Bxxx H. Xxxxx Title: C.E.O CLIPPER EXXPRESS COMPANY, a Delaware corporation By: /s/ Bxxx H. Xxxxx Name: Bxxx H. Xxxxx Title: C.E.O RADIANT TRADE SERVICES, INC., a Washington corporation By: /s/ Bxxx H. Xxxxx Name: Bxxx H. Xxxxx Title: C.E.O BLUENOSE FINANCE LLC, as a Lender Delaware limited liability company By: /s/ Alexander J, Xxxxxxxx Bxxx H. Xxxxx Name: Xxxxxxxxx X. Xxxxxxxx Bxxx H. Xxxxx Title: C.E.O WHEELS MSM US, INC., a Delaware corporation By: /s/ Bxxx H. Xxxxx Name: Bxxx H. Xxxxx Title: C.E.O Address for Borrowers: c/o Radiant Logistics, Inc. 400 000xx Xxx XX, Xxxxx 000 Xxxxxxxx, XX 00000 Attn.: Bxxx H. Xxxxx, CEO Telecopy: (000)000-0000 With a copy to: Radiant Logistics, Inc. 400 000xx Xxx XX, Xxxxx 000 Xxxxxxxx, XX 00000 Attn.: Rxxxxx X. Xxxxx, Xx., Esquire, Senior Vice President NATIONAL CITY BANKand General Counsel Telecopy: (000)000-0000 and Fox Rothschild LLP 2000 Xxxxxx Xx., as a Lender By00xx Xxxxx Xxxxxxxxxxxx XX 00000 Attn.: /s/ Xxxxxxxx Xxxxx NameSxxxxxx X. Xxxxx, Esquire Telecopy: 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:(000)000-0000

BORROWERS. BODY SHOP OF AMERICAXXXXXX & NOBLE BOOKSELLERS, INC. XXXXXX & XXXXX INTERNATIONAL LLC XXXXXX & NOBLE MARKETING SERVICES LLC XXXXXX & XXXXX PURCHASING, INC. XXXXXX & NOBLE SERVICES, INC. NOOK DIGITAL, LLC STERLING PUBLISHING CO., INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Chief Financial Xxxxxxx Xxxxxx & Xxxxx, Inc. First Amendment to Credit Agreement Signature Page XXXXXX & NOBLE CAFÉ, LLC By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President, Retail Controller Xxxxxx & Xxxxx, Inc. First Amendment to Credit Agreement Signature Page ANNEX A Amended Credit Agreement [See Attached] Annex A to First Amendment to Credit Agreement CREDIT AGREEMENT Dated as of August 3, 2015 Amended as of September 30, 2016 among XXXXXX & NOBLE, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURESas the Lead Borrower, INC.The Other Borrowers From Time to Time Party Hereto, a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.The Guarantors From Time to Time Party Hereto, a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIRBANK OF AMERICA, 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, Collateral Agent By: Dymas Capital Management Companyand Swing Line Lender, LLCThe Other Lenders From Time to Time Party Hereto, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD.JPMORGAN CHASE BANK, N.A., XXXXX FARGO BANK, NATIONAL ASSOCIATION and SUNTRUST BANK as a Lender By: Xxxxxxxxx Financial LLCCo-Syndication Agents, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLCCITIZENS BANK, as a Lender By: NewStar FinancialN.A., 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 and REGIONS BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE Co-Documentation Agents, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, X.X. XXXXXX SECURITIES LLC, XXXXX FARGO BANK, NATIONAL ASSOCIATION, and SUNTRUST XXXXXXXX XXXXXXXX, INC. as a Lender By: Name: Title: EXHIBIT A TO WAIVER Joint Lead Arrangers and Joint Book Runners TABLE OF CONTENTS Section Page ARTICLE I DEFINITIONS AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as ACCOUNTING TERMS 1 1.01. Defined Terms 1 1.02. Other Interpretive Provisions 4347 1.03. Accounting Terms 4448 1.04. Rounding 4549 1.05. Times of January 25, 2008 DESIGNATED DEFAULTS None, except:Day; Rates 4549

BORROWERS. BODY SHOP OF AMERICAXXXXXXXXX’X PHARMACY, INC., a Florida Texas corporation By: /s/ Xxxxxx Xxxxx X. Xxxx Name: Xxxxxx Xxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURESAddress for Notices: 00000 Xxxxxx Xxxxxxx, INCXxxxx 000 Xxxxxx, Xxxxx 00000-0000 Fax No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: Xxxxx X. Xxxx XXXXX MEDICINE MAN, LP, a Florida corporation Texas limited partnership By: Alvin Medicine Man GP, LLC, a Texas limited liability company, its General Partner By: /s/ Xxxxxx Xxxxx 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 Xxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIRAddress for Notices: 00000 Xxxxxx Xxxxxxx, L.L.C.Xxxxx 000 Xxxxxx, Xxxxx 00000-0000 Fax No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: Xxxxx X. Xxxx XXXXXXXX MEDICINE MAN, LP, a Florida Texas limited partnership By: Angleton Medicine Man GP, LLC, a Texas limited liability company company, its General Partner By: /s/ Xxxxxx Xxxxx X. Xxxx Name: Xxxxxx Xxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENTAddress for Notices: DYMAS FUNDING COMPANY00000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000-0000 Fax No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: Xxxxx X. Xxxx SANTA FE MEDICINE MAN, LP, a Texas limited partnership By: Santa Fe Medicine Man GP, 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 LLCTexas limited liability company, its General Partner By: /s/ Alexander J, Xxxxxxxx Xxxxx X. Xxxx Name: Xxxxxxxxx Xxxxx X. Xxxxxxxx Xxxx Title: Vice President A4 FUNDING LPand Chief Executive Officer Address for Notices: 00000 Xxxxxx Xxxxxxx, as Xxxxx 000 Xxxxxx, Xxxxx 00000-0000 Fax No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: Xxxxx X. Xxxx LENDER: AMEGY BANK NATIONAL ASSOCIATION, a Lender By: A4 Fund Management, Inc., its General Partner national banking association By: /s/ Alexander J, Xxxxxxxx Xxxx Xxxxxxxxx Name: Xxxx 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 BANKCommercial Banker Address for Notices: 0000 Xxxx Xxxxxx, as a Lender BySuite 400 Dallas, Texas 75201 Fax No.: /s/ Xxxxxxxx Xxxxx Name(000) 000-0000 Telephone No.: Xxxxxxxx Xxxxx Title(000) 000-0000 Attention: 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:Commercial Lending

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 Xxxxx Xxxxx Title: President and Chief Executive Officer CATALOGUE VENTURESCEO XXXXX ACQUISITION COMPANY B.V., INC., a Florida corporation as Dutch Borrower By: /s/ Xxxxxx X. Xxxx Xxxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx 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, 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: APEX GLOBAL BRANDS, INC. By:/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CEO SPELL C. LLC By: APEX GLOBAL BRANDS, INC., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CEO CHEROKEE BRANDS LLC By: APEX GLOBAL BRANDS, INC., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CEO HAWK 900 BRANDS LLC By: APEX GLOBAL BRANDS, INC., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CEO EDCA LLC By: APEX GLOBAL BRANDS, INC., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CEO FFS HOLDINGS, LLC By: APEX GLOBAL BRANDS, 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: APEX GLOBAL BRANDS, INC., its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except: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

BORROWERS. BODY SHOP OF AMERICACLEVELAND-CLIFFS INC.NORTHSHORE MINING COMPANYCLIFFS MINING COMPANYTHE CLEVELAND-CLIFFS IRON COMPANY /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President, INC.Chief Legal Officer and Secretary UNITED TACONITE LLC LAKE SUPERIOR & ISHPEMING RAILROAD COMPANY /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Secretary AUSTRALIAN BORROWERS Executed by Cliffs Natural Resources Pty Ltd ACN 112 437 180 in accordance with section 127 of the Corporations Xxx 0000: /s/ Xxxxxx Xxxxxx /s/ Xxxxx Xxxxx Director/Company Secretary Director XXXXXX XXXXXX XXXXX XXXXX Name of Director/Company Secretary (BLOCK LETTERS) Name of Director (BLOCK LETTERS) Executed by Cliffs Asia Pacific Iron Ore Pty Ltd ACN 001 892 995 in accordance with section 127 of the Corporations Xxx 0000: /s/ Xxxxxx Xxxxxx /s/ Xxxxx Xxxxx Director/Company Secretary Director XXXXXX XXXXXX XXXXX XXXXX Name of Director/Company Secretary (BLOCK LETTERS) Name of Director (BLOCK LETTERS) [Signature Page to Amended and Restated Syndicated Facility Agreement] Bank Of America, N.A., as Agent, as Australian Security Trustee, as Joint Lead Arranger, as Joint Book Runner, and as a Florida corporation Lender By: /s/ Xxxxxx X. Xxxx Xxxxxx Name: Xxxxxx X. Xxxx Xxxxxx 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: Senior Vice President A4 FUNDING LP[Signature Page to Amended and Restated Syndicated Facility Agreement] PNC Bank, 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 X. Xxxxx Name: Xxxxxxxxx Xxxxxx X. Xxxxxxxx Xxxxx Title: Vice President [Signature Page to Amended and Restated Syndicated Facility Agreement] Citizens Bank, N.A. By: /s/ Xxxxx X. XxXxxxxxx Name: Xxxxx X. XxXxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender [Signature Page to Amended and Restated Syndicated Facility Agreement] DEUTSCHE BANK AG NEW YORK BRANCH By: /s/ Xxxxxxxx Xxxxxx Xxxxx Name: Xxxxxxxx Xxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE Vice President If second signatures is needed: By: /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: Vice President [Signature Page to Amended and Restated Syndicated Facility Agreement] Regions Bank By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Managing Director [Signature Page to Amended and Restated Syndicated Facility Agreement] CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Authorized Signatory By: /s/ Xxxxxxxxxxx Xxxxxxx Name: Xxxxxxxxxxx Xxxxxxx Title: Authorized Signatory [Signature Page to Amended and Restated Syndicated Facility Agreement] XXXXXXX SACHS BANK USA By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Authorized Signatory [Signature Page to Amended and Restated Syndicated Facility Agreement] XXXXXXX XXXXX LENDING PARTNERS LLC By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Authorized Signatory [Signature Page to Amended and Restated Syndicated Facility Agreement] The Huntington National Bank By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Senior Vice President [Signature Page to Amended and Restated Syndicated Facility Agreement] JEFFERIES FINANCE LLCLLC By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President JFIN BUSINESS CREDIT FUND I LLC By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President EXHIBIT A-1 FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT This ASSIGNMENT AND ACCEPTANCE AGREEMENT (“Assignment Agreement”) is entered into as of [Ÿ] between [Ÿ] (“Assignor”) and [Ÿ] (“Assignee”). Reference is made to the Amended and Restated Syndicated Facility Agreement dated as of February 28, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among CLEVELAND-CLIFFS INC., an Ohio corporation, as parent (“Parent”), the Subsidiaries of Parent identified on the signature pages thereto (such Subsidiaries, together with Parent, the “Borrowers”), the lenders party thereto and BANK OF AMERICA, N.A., a national banking association, as agent for each member of the Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:Group and the Bank Product Providers (the “Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit 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 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 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.] Loan and Security Agreement - Dreams 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 LLC[CORPORATE SEAL] [Signatures continue on following page.] Loan and Security Agreement - Dreams Accepted in Atlanta, as a Lender Georgia: LENDER: REGIONS BANK By: /s/ Alexander JXxxxx Xxxxxx, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANKLoan and Security Agreement - Dreams Exhibit A REVOLVING NOTE $20,000,000.00 ____________ ___, as 2010 FOR VALUE RECEIVED, each of DREAMS, INC., a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE 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 “Borrowers” and individually as “Borrower”), jointly and severally promises to pay to the order of REGIONS BANK (“Lender”) at the place and times provided in the Loan Agreement referred to below, the principal sum of TWENTY MILLION AND NO/100 DOLLARS ($20,000,000) or the principal amount of all Revolving Loans made by Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated from time to time pursuant to that certain Loan and Security Agreement dated as of January 25the date hereof, 2008 DESIGNATED DEFAULTS Noneby and among Borrowers and Lender (as the same may be amended, except:restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Loan Agreement. The unpaid principal amount of this Revolving Note from time to time outstanding is subject to mandatory repayment from time to time as provided in the Loan Agreement and shall bear interest as provided in the Loan Agreement. All payments of principal and interest on this Revolving Note shall be payable to Lender or other holder of this Revolving Note in lawful currency of the United States of America in immediately available funds in the manner and location indicated in the Agreement or wherever else Lender or such holder may specify. This Revolving Note is entitled to the benefits of, and evidences Obligations incurred under, the Loan Agreement, to which reference is made for a description of the security for this Revolving Note and for a statement of the terms and conditions on which Borrowers are permitted and required to make prepayments and repayments of principal of the Obligations evidenced by this Revolving Note and on which such Obligations may be declared to be immediately due and payable. Borrowers agree, in the event that this Note or any portion hereof is collected by law or through an attorney at law, to pay all costs of collection, including, without limitation, reasonable attorneys’ fees and court costs. This Revolving Note shall be governed, construed and enforced in accordance with the laws of the State of Georgia, without reference to the conflicts or choice of law principles thereof. Each Borrower hereby waives all requirements as to diligence, presentment, demand of payment, protest, and (except as required by the Loan Agreement) notice of any kind with respect to this Revolving Note.

BORROWERS. BODY SHOP OF AMERICAOSI RESTAURANT PARTNERS, LLC, as a Borrower By: /s/ Xxxxxxx A'Xxxxx Name: Xxxxxxx A'Xxxxx Title: Vice President BLOOMIN’ BRANDS, INC., as a Florida corporation Borrower By: /s/ Xxxxxxx A'Xxxxx Name: Xxxxxxx A'Xxxxx Title: Vice President and Treasurer Bloomin' Brands, Inc. Amended and Restated Credit Agreement Signature Page ADMINISTRATIVE AGENT AND LENDERS: XXXXX FARGO BANK, NATIONAL ASSICIATION, as Administrative Agent, Swing Line Lender, Collateral Agent, an L/C Issuer, and a Lender By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Director Bloomin' Brands, Inc. Amended and Restated Credit Agreement Signature Page BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Vice President Bloomin' Brands, Inc. Amended and Restated Credit Agreement Signature Page JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Executive Director Bloomin' Brands, Inc. Amended and Restated Credit Agreement COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as a Lender By: /s/ Van Brandenburg Name: Van Brandenburg Title: Executive Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Vice President Bloomin' Brands, Inc. Amended and Restated Credit Agreement Signature Page PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Assistant Vice President Bloomin' Brands, Inc. Amended and Restated Credit Agreement Signature Page REGIONS BANK, as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director Bloomin' Brands, Inc. Amended and Restated Credit Agreement U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President Bloomin' Brands, Inc. Amended and Restated Credit Agreement Signature Page CITIZENS BANK, N.A., as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President Bloomin' Brands, Inc. Amended and Restated Credit Agreement Signature Page HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx Xx Xxxxx Name: Xxxxxx Xx Xxxxx Title: Director Bloomin' Brands, Inc. Amended and Restated Credit Agreement Signature Page FIFTH THIRD BANK, as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President Bloomin' Brands, Inc. Amended and Restated Credit Agreement Signature Page SUMITOMO MITSUI BANKING CORPORATION, as a Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director Bloomin' Brands, Inc. Amended and Restated Credit Agreement Signature Page TD BANK, N.A., as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President Bloomin' Brands, Inc. Amended and Restated Credit Agreement Signature Page CADENCE BANK, N.A., as a Lender By: /s/ Xxxx X. Xxxx Name: Xxxxxx Xxxx X. Xxxx Title: President Managing Director Bloomin' Brands, Inc. Amended and Chief Executive Officer CATALOGUE VENTURESRestated Credit Agreement Signature Page FIRST TENNESSEE BANK NATIONAL ASSOCIATION, INC., as a Florida corporation Lender By: /s/ Xxxxxx Xxxx X. Xxxx Xxxxxxx Name: Xxxxxx Xxxx X. Xxxx Xxxxxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP.Senior Vice President Bloomin' Brands, a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President Inc. Amended 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, LLCRestated Credit Agreement Signature Page USAMERIBANK, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager a Lender 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: Executive Vice President A4 FUNDING LPBloomin' Brands, 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 LLCInc. Amended and Restated Credit Agreement Signature Page IBERIABANK, as a Lender By: /s/ Alexander J, Xxxxxxxx Xxxxxxx X. Xxxx Name: Xxxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxx Title: Senior Executive Vice President,Tampa Bay Market President NATIONAL CITY Bloomin' Brands, Inc. Amended and Restated Credit Agreement Signature Page XXXXXXX XXXXX BANK, N.A., as a Lender By: /s/ Xxxxxxxx Xxxxx Xxxxxxxxx X. Xxxx Name: Xxxxxxxx Xxxxx Xxxxxxxxx X. Xxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLCSenior Vice President Bloomin' Brands, Inc. Amended and Restated Credit Agreement Signature Page XXXXXXX BANK, N.A., as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: EXHIBIT Vice President Bloomin' Brands, Inc. Amended and Restated Credit Agreement FIRSTBANK PUERTO RICO D/B/A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated FIRSTBANK FLORIDA, as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Corporate Banking Bloomin' Brands, Inc. Amended and Restated Credit Agreement Signature Page CITY NATIONAL BANK OF FLORIDA, as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Market Executive, Tampa Region Bloomin' Brands, Inc. Amended and Restated Credit Agreement Signature Page Schedule 1.01A Excluded Assets Excluded Assets (pursuant to subsection (vi)(C) of January 25the definition of Excluded Assets) All of the outstanding Equity Interests held by Carrabba’s Italian Grill, 2008 DESIGNATED DEFAULTS LLC and Outback Steakhouse of Florida, LLC (constituting 20% of the total outstanding Equity Interests) in Northlake Drainage Association, Inc., a not-for-profit corporation organized under the Laws of the State of Florida. Schedule 1.01B Excluded Real Property Schedule 1.01C Existing Letters of Credit Issuing Bank Beneficiary Letter of Credit No. Expiry Date Amount Outstanding As of Date 11/16/2017 Xxxxx Fargo Bank National Union Fire Insurance Co of Pittsburgh IS0000017151U 10/17/2018 $100,000.00 Xxxxx Fargo Bank Xxxxx Fargo Bank (Flemings, Beverly Hills CA IS0000196990U 10/17/2018 $200,000.00 Xxxxx Fargo Bank The Travelers Indemnity Company LC870-116646 1/1/2018 $15,000,000.00 Xxxxx Fargo Bank The Safety National Casualty Corporation IS0450529U 1/1/2018 $7,400,000.00 Xxxxx Fargo Bank Deutsche Bank AG NY IS000022847U 11/28/2018 $103,000.00 Schedule 1.01D Foreign Subsidiaries None. Schedule 1.01E Certain Restaurant LPs Bonefish/Centreville, except:Limited Partnership Bonefish/Fredericksburg, Limited Partnership Bonefish/Newport News, Limited Partnership Bonefish/Richmond, Limited Partnership Bonefish/Southern Virginia, Limited Partnership Bonefish/Virginia, Limited Partnership Outback/Hampton, Limited Partnership Schedule 2.01 Commitments Lender Revolving Credit Commitment Term Commitment L/C Commitment Xxxxx Fargo Bank, National Association $116,666,666.66 $58,333,333.34 $25,000,000.00 Bank of America, N.A. $110,000,000.00 $55,000,000.00 $20,000,000.00 JPMorgan Chase Bank, N.A. $96,666,666.67 $48,333,333.33 $15,000,000.00 Coöperatieve Rabobank U.A., New York Branch $96,666,666.67 $48,333,333.33 $15,000,000.00 Regions Bank $66,666,666.67 $33,333,333.33 Citizens Bank, N.A. $60,000,000.00 $30,000,000.00 PNC Bank, National Association $60,000,000.00 $30,000,000.00 U.S. Bank National Association $60,000,000.00 $30,000,000.00 HSBC Bank USA, National Association $53,333,333.33 $26,666,666.67 Fifth Third Bank $48,333,333.33 $24,166,666.67 Sumitomo Mitsui Banking Corporation $48,333,333.33 $24,166,666.67 TD Bank, N.A. $48,333,333.33 $24,166,666.67 USAmeriBank $23,333,333.33 $11,666,666.67 Cadence Bank NA $21,666,666.67 $10,833,333.33 First Tennessee Bank National Association $16,666,666.67 $8,333,333.33 Iberiabank $16,666,666.67 $8,333,333.33 Xxxxxxx Xxxxx Bank, N.A. $16,666,666.67 $8,333,333.33 Xxxxxxx Bank, National Association $16,666,666.67 $8,333,333.33 Firstbank Puerto Rico $13,333,333.33 $6,666,666.67 City National Bank of Florida $10,000,000.00 $5,000,000 Total $1,000,000,000.00 $500,000,000.00 $75,000,000 Schedule 5.06 Certain Litigation None. Schedule 5.12 Subsidiaries and Other Equity Investments