Common use of Conditions Precedent Clause in Contracts

Conditions Precedent. The obligations of Lender under this Amendment shall be subject to the conditions precedent that: (a) Debtor shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consent.

Conditions Precedent. The obligations obligation of Lender under this Amendment shall to fund the Term Loans, to fund the initial Revolving Loan, and to issue or cause to be issued the initial Letter of Credit, if any, is subject to the satisfaction or waiver on or before the date hereof of the following conditions precedent that: precedent: (a) Debtor Agent shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager received each of the general partner of Debtor agreements, opinions, reports, approvals, consents, certificates and such other documents set forth on the closing document list attached hereto as SCHEDULE 17(a) (the "CLOSING DOCUMENT LIST") in each case in form and instruments incidental and appropriate substance satisfactory to the transaction provided for herein as Lender or its counsel may reasonably request; Agent; (b) Guarantor Since the date of Agent's receipt of the most recent financial statements of each Obligor, no event shall have occurred which has had or could reasonably be expected to have a Material Adverse Effect on any Obligor, as determined by Agent in its sole discretion; (c) Agent shall have received payment in full of all fees and expenses payable to it by Borrowers or any other Person in connection herewith, on or before disbursement of the initial Loans hereunder; (d) Agent shall have determined that immediately after giving effect to (A) the making of the initial Loans, including without limitation the Term Loans and the Revolving Loans, if any, requested to be made on the date hereof, (B) the issuance of the initial Letter of Credit, if any, requested to be made on such date, (C) the payment of all fees due upon such date and (D) the payment or reimbursement by Borrowers of Agent for all closing costs and expenses incurred in connection with the transactions contemplated hereby, Covenant Obligors have Excess Availability of not less than Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00); (e) Obligors shall have delivered to Agent evidence that the insurance required by SECTION 12(e) hereof is in place and is in full force and effect; (f) Agent shall have received landlord waiver agreements, warehouseman's waiver agreements and processor letters for each leased location, warehouse and/or processor location of each Obligor, each of which shall be in form and content satisfactory to Agent; (g) Agent shall have received a title insurance commitment for the Boonton Property from a title insurance company acceptable to Agent (the "TITLE COMPANY") insuring Agent's first priority mortgage lien on the Boonton Property and otherwise in form and content satisfactory to Agent; (h) Agent shall have received environmental reports for the Boonton Property in form and content satisfactory to Agent in its sole discretion; (i) Agent shall have received and reviewed to its satisfaction all documentation regarding the environmental issues described on SCHEDULE 11(f) hereto, and Agent shall be satisfied, in its sole discretion, that reserves established by Borrowers or Eligible Guarantors, as applicable, for such environmental issues are sufficient; (j) Agent shall have received and reviewed to its satisfaction all documentation regarding the ▇▇▇▇▇ ▇▇▇▇▇ litigation described on SCHEDULE 11(g) hereto, and Agent shall be satisfied, in its sole discretion, that reserves established by Montevideo for such issues are sufficient; (k) Agent shall have received and reviewed to its satisfaction a current survey of the Boonton Property prepared by a licensed surveyor or registered engineer, which survey is certified to and acceptable to Lender and the Title Company; (l) Agent shall have received and reviewed to its satisfaction reference checks on Borrowers, Eligible Guarantors, all key officers and managers of Borrowers and all key officers and managers of Eligible Guarantors; (m) Agent shall have received and reviewed to its satisfaction all documents evidencing indebtedness of Borrowers or the Eligible Guarantors (other than the Loans); (n) Agent shall have received an opinion of Obligors' counsel in form and content satisfactory to Agent; (o) Agent shall have received satisfactory evidence that Industries has received a cash dividend resulting from the EME Sale of at least Four Million Dollars ($4,000,000.00). (p) Agent shall have received and reviewed to its satisfaction the EME Sale Agreement and all other documents, instruments, agreements, opinions and certificates executed or delivered in connection with the EME Sale. (q) No material default exists under any obligations of any Obligor to any third party or in any Obligor's compliance with any applicable legal requirements; and (r) The Obligors shall have executed and delivered to Agent and Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable all such other documents, instruments and agreements which Agent or Lender determines are reasonably necessary to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in consummate the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consenttransactions contemplated hereby.

Conditions Precedent. The obligations of the Lender under this Amendment to fund the Loan Amount shall be subject not become effective until the date on which each of the following conditions is satisfied (or waived by the Lender), and the Parties agree that each of the following conditions precedent (“Conditions Precedent”) have been satisfied or waived. i. The Lender shall have received all fees and other amounts due and payable on or prior to the conditions precedent that: (a) Debtor Closing, including, to the extent invoiced, reimbursement or payment for reasonable out-of-pocket expenses required to be reimbursed or paid by B▇▇▇▇▇▇▇, which shall not exceed $150,000. ii. The Lender shall have executed delivered received a certificate of the secretary of Borrower setting forth (i) resolutions of the board of directors of Borrower (the “Board”) with respect to Lender the authorization of the Borrower to execute and deliver this AmendmentAgreement, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS Warrants ($45,000,000.00as defined below) and any additional agreement or instrument contemplated thereby (the “Transaction Documents”), (ii) the individuals who are authorized to sign the Transaction Documents, (iii) specimen signatures of such authorized individuals, and (iv) the articles of incorporation and bylaws of Borrower, in each case, certified as being true and complete. The Lender may conclusively rely on such certificate until the Lender receives notice in writing from Borrower to the contrary. iii. The Lender shall have received a CLOSING CERTIFICATE certificate from the Chief Financial Officer of Borrower certifying (1) that the representations and warranties of Borrower set forth in this Agreement are true and correct in all respects as of the Effective Date, and (2) no event has occurred and is continuing, or would result from the loans to be made on the Effective Date from the Lender or from the application of the proceeds therefrom, that constitutes an Event of Default. iv. The Lender shall have received (i) a copy of a manager certificate of the general partner Nevada Secretary of Debtor and such other documents and instruments incidental and appropriate State with respect to the transaction provided for herein existence and good standing of B▇▇▇▇▇▇▇, and (ii) copies of certificates of the Texas Secretary of State and Maryland Secretary of State with respect to the existence, qualification (as applicable) and good standing of the applicable operating subsidiary of Borrower in each such State. v. The Lender or its counsel may reasonably request; (b) Guarantor shall have received the Warrants to Purchase Shares of Common Stock of Borrower, in substantially the form attached hereto as Exhibit B (the “Warrant”), duly executed and delivered to by B▇▇▇▇▇▇▇. vi. The Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender received an origination fee in the amount opinion of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit FacilityP▇▇▇▇ ▇▇▇▇▇ Zedek L▇▇▇▇▇ B▇▇▇▇▇ LLP, in form and substance and with a counterparty reasonably acceptable satisfactory to the Lender, which Hedge as to such matters incident to this Agreement as the Lender may reasonably request. vii. Borrower shall be effective through have submitted a Listing Of Additional Shares Notification Form to The Nasdaq Capital Market with respect to the Maturity Date shares of Common Stock issuable upon conversion of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien Outstanding Amount (as set forth in Section 2 below) or security interest in and to upon any exercise of the CollateralWarrant. viii. Debtor Each Party shall comply with all have received from each party counterparts of its obligations under the terms and provisions Transaction Documents duly signed on behalf of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consenteach party.

Conditions Precedent. 3.1. The obligations Purchaser shall not be obliged to purchase any or all of Lender the Sale Shares, unless and until all the conditions set forth in Clause 3.3 below (“Conditions Precedent”) have been fulfilled to the satisfaction of the Purchaser or waived (to the extent permissible under Applicable Law) in writing, by the Purchaser at its sole discretion, in accordance with this Amendment Agreement. The Seller shall undertake best efforts to fulfil each of the Conditions Precedent by August 14, 2024 or such other date and time as the Parties may mutually agree in writing (“Long Stop Date”). 3.2. If, at any time, the Seller becomes aware of any fact or circumstance that is reasonably likely to prevent any of the Conditions Precedent from being satisfied prior to the Long Stop Date, he shall promptly inform the Purchaser of such fact or circumstance. The Purchaser shall have the right (but not the obligation) to waive the satisfaction of any of the Conditions Precedent by notice in writing to the Seller. 3.3. The Conditions Precedent to the sale and purchase of the Sale Shares shall be subject the following: 3.3.1. the Seller shall deliver to the conditions precedent that: Purchaser, a certificate from any independent chartered accountant in the form/format as reviewed and agreed by the Purchaser and on reliance basis, giving the status of the pending Tax proceedings and any pending / outstanding Tax dues against the Seller under the IT Act and the applicable Goods and Services Tax, Act 2017 and stating that apart from those mentioned in the certificate, there are no (a) Debtor shall have executed delivered pending or open assessments /or litigations against the Seller referred to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager Section 281 of the general partner IT Act and Section 81 of Debtor the applicable Goods and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably requestServices Tax, Act 2017; (b) Guarantor shall have executed outstanding demands against the Seller from any Tax Authority in respect of Tax on the Seller under the IT Act and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form the applicable Goods and contentServices Tax, Act 2017; and (c) Debtor shall notices under Rule 2 of the second schedule of the IT Act that have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase been issued to the Note amount; and (d) Debtor shall enter into, make all payments required underSeller that would render the transfer of the Sale Shares to the Purchaser void, and satisfy all conditions precedent including a snapshot of the website of the income tax authorities in India (i.e., income-tax portal and TRACES portal) taken as on August 06, 2024 (“Tax Status Letter”); 3.3.2. the Seller shall provide self-certified copy of its PAN, which is validly subsisting as of the Effective Date and the Completion Date; 3.3.3. the Seller shall provide a certificate from a chartered accountant confirming the residential status of Seller as per the provisions of the Income Tax Act; 3.3.4. the Seller shall procure from the Company and provide to the effectiveness ofPurchaser, on a reliance basis and in agreed form, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00fair market valuation certificate indicating the fair value of the Sale Shares under Section 50CA / 56(2)(x) of the principal amount Income Tax Act in the manner as prescribed under Rule 11UA/ Rule 11UAA of the Credit FacilityIncome Tax Rules, 1962, from a chartered accountant in form accordance with the Income Tax Act and substance and with who is a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date person of repute; 3.3.5. each of the Credit FacilitySeller Warranties, being true and correct as of the Effective Date and as of the Completion Date, and at all times between the Effective Date and Completion Date, as though made on each such date; 3.3.6. there shall not have been any proceeding, restraining order, preliminary or permanent injunction, attachment or any other order issued by any court of competent jurisdiction or any other legal or regulatory prohibition or restriction or any other action issued, pending or threatened in writing, which, would: (a) involve a challenge to, or seeks to, or which prohibits, prevents, restrains, restricts, delays, makes illegal or otherwise interferes with the consummation of the Transaction contemplated under this Agreement; or (b) affect the ability of the Seller, to sell / transfer the Sale Shares. 3.4. Upon completion and satisfaction of, or waiver by the Purchaser (where applicable) of, all of the Conditions Precedent, the Seller shall deliver to the Purchaser a certificate, substantially in the form as agreed by the Purchaser and as provided in the Annexure II of this Agreement (“Completion Certificate”), confirming such completion (or waiver, as the case may be) of the Conditions Precedent along with supporting documents, where applicable. Within a period of 3 (Three) Business Days from the date of receipt of the Completion Certificate evidencing fulfilment of the Conditions Precedent, the Purchaser shall notify the Seller (in writing) of its satisfaction or dissatisfaction of the Conditions Precedent, or of waiving the fulfilment of any of the Conditions Precedent (to the extent permissible under Applicable Law) (“Transaction Long Stop Date”). 3.5. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default Conditions Precedent are not fulfilled by the counterparty thereunder and shall Seller or have become incapable of being fulfilled to the Purchaser’s satisfaction prior to the Long Stop Date (to the extent such Conditions Precedent have not waivebeen waived by the Purchaser), amend or otherwise modify any then either Party may terminate this Agreement by giving a notice, in writing to the other Party; provided that the Seller may terminate the Agreement under this Clause 3.5 only if the Seller has taken commercially reasonable steps for completion of its rights thereunder without Lender’s the Conditions Precedent prior written consentto the Long Stop Date.

Conditions Precedent. The obligations In addition to any other conditions contained herein or in the Loan Agreement, as in effect immediately prior to the date hereof, with respect to the Loans, Letter of Lender under Credit Accommodations and other financial accommodations available to Borrower (all of which conditions, except as modified or made pursuant to this Seventh Ratification Amendment shall be subject remain applicable to the Loans and be applicable to Letter of Credit Accommodations and other financial accommodations available to Borrower), the following are conditions precedent that: (a) Debtor to Lender's obligation to extend further loans, advances or other financial accommodations to Borrower pursuant to the Loan Agreement: 5.1 Borrower and Guarantors shall have executed delivered execute and/or deliver to Lender this Seventh Ratification Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE and all other Financing Agreements that Lender may request to be delivered in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facilityconnection herewith, in form and substance satisfactory to Lender; 5.2 No trustee, examiner or receiver or the like shall have been appointed or designated with respect to Borrower or any Guarantor, as debtor and with a counterparty reasonably acceptable debtor-in-possession, or its business, properties and assets; 5.3 Borrower and Guarantors shall execute and/or deliver to Lender all other Financing Agreements, and other agreements, documents and instruments, in form and substance satisfactory to Lender, which, in the good faith judgment of Lender are necessary or appropriate and implement the terms of this Seventh Ratification Amendment and the other Financing Agreements, as modified pursuant to this Seventh Ratification Amendment, all of which Hedge Agreement contains provisions, representations, warranties, covenants and Events of Default, as are reasonably satisfactory to Lender and its counsel; 5.4 Each of Borrower and Guarantors shall comply in full with the notice and other requirements of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, and the terms and conditions of the Final DIP Financing Order in a manner acceptable to Lender and its counsel; 5.5 No objection has been filed by any interested party to the terms and conditions of this Seventh Ratification Amendment and Borrower and Guarantor are authorized to execute and deliver this Seventh Ratification Amendment in accordance with the terms of the Final DIP Financing. 5.6 No Default or Event of Default shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to continuing under any of the Collateral. Debtor shall comply with all Financing Agreements, as of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentdate hereof.

Conditions Precedent. The obligations obligation of each Lender under this Amendment to effect a Borrowing shall be subject to the following conditions precedent thatprecedent: (a) Debtor Initial Borrowing. Before or concurrently with the initial Borrowing: The Administrative Agent shall have executed delivered received the favorable written opinion of Latham & Watkins, counsel to Lender this AmendmentBorrowers; The Administr▇▇▇▇▇ Age▇▇ ▇▇▇▇l have received copies of each Borrower's (i) Articles of Incorporation, a THIRD AMENDED AND RESTATED PROMISSORY NOTE together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; The Administrative Agent shall have received copies of resolutions of each Borrower's Board of Directors authorizing the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager execution and delivery of the general partner Credit Documents and 26 the consummation of Debtor the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on such Borrower's behalf, all certified in each instance by its Secretary or Assistant Secretary; The Administrative Agent shall have received for each Lender that requests a Note, such Lender's duly executed Note of each Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and the Borrowers; The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of June 30, 2003; Neither Borrower nor any of their Subsidiaries shall have, during the period from June 30, 2003 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; The Borrower shall have paid to each Lender the applicable fees for providing its Commitment under this Agreement; The Existing Bi-Lateral Credit Agreements shall have been terminated and all obligations owing thereunder shall have been repaid in full. By their execution hereof, the Borrowers and each Lender that is party to an Existing Bi-Lateral Credit Agreement (but as to such a Lender only with respect to the agreement to which such Lender is a party) hereby agree that such agreement is terminated; and The Administrative Agent shall have received such other documents and instruments incidental and appropriate to the transaction provided for herein information as Lender or its counsel it may reasonably request; (b) Guarantor shall have executed . By executing this Agreement, the Administrative Agent and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) each of the principal amount of the Credit Facility, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and Lenders agrees that such Hedge Agreement shall not be secured by a lien or security interest each condition set forth in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentthis Section 6.1 has been satisfied.

Conditions Precedent. The obligations In addition to any other conditions contained herein or in the Loan Agreement, as in effect immediately prior to the date hereof, with respect to the Loans, Letter of Lender under Credit Accommodations and other financial accommodations available to Borrower (all of which conditions, except as modified or made pursuant to this Twelfth Ratification Amendment shall be subject remain applicable to the Loans and be applicable to Letter of Credit Accommodations and other financial accommodations available to Borrower), the following are conditions precedent that: (a) Debtor to Lender’s obligation to extend further loans, advances or other financial accommodations to Borrower pursuant to the Loan Agreement: 5.1 Borrower and Guarantors shall have executed delivered execute and/or deliver to Lender this Twelfth Ratification Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE and all other Financing Agreements that Lender may request to be delivered in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facilityconnection herewith, in form and substance satisfactory to Lender; 5.2 No trustee, examiner or receiver or the like shall have been appointed or designated with respect to Borrower or any Guarantor, as debtor and with a counterparty reasonably acceptable debtor-in-possession, or its business, properties and assets; 5.3 Borrower and Guarantors shall execute and/or deliver to Lender all other Financing Agreements, and other agreements, documents and instruments, in form and substance satisfactory to Lender, which, in the good faith judgment of Lender are necessary or appropriate and implement the terms of this Twelfth Ratification Amendment and the other Financing Agreements, as modified pursuant to this Twelfth Ratification Amendment, all of which Hedge Agreement contains provisions, representations, warranties, covenants and Events of Default, as are reasonably satisfactory to Lender and its counsel; 5.4 Each of Borrower and Guarantors shall comply in full with the notice and other requirements of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, and the terms and conditions of the Final DIP Financing Order in a manner acceptable to Lender and its counsel; 5.5 No objection has been filed by any interested party to the terms and conditions of this Twelfth Ratification Amendment and Borrower and Guarantors are authorized, in accordance with the terms of the Final DIP Financing Order, to execute, deliver, comply with and fully be bound by this Twelfth Ratification Amendment; and 5.6 Except as set forth above, no Default or Event of Default shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to continuing under any of the Collateral. Debtor shall comply with all Financing Agreements, as of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentdate hereof.

Conditions Precedent. Section 7.01. Conditions to Purchaser's Obligations on the Initial Purchase Date. The obligations obligation of Lender under this Amendment Purchaser to purchase the Receivables in the Existing Accounts on the Initial Purchase Date shall be subject to the conditions precedent that: satisfaction of the following conditions: (a) Debtor All representations and warranties of Chase USA contained in this Agreement shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in be true and correct on the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of Initial Purchase Date with the general partner of Debtor same effect as though such representations and warranties had been made on such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; date; (b) Guarantor All information relating to the Existing Accounts provided to Purchaser shall be true and correct as of the Initial Purchase Cut-Off Date in all material respects; (c) Chase USA shall have (i) delivered to Purchaser a true and correct Account Schedule with respect to the Existing Accounts and (ii) performed all other obligations required to be performed by Chase USA on or before the Initial Purchase Date under this Agreement; (d) Chase USA shall have recorded and filed, at its expense, any financing statement with respect to the Receivables and the related Purchased Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect the Conveyance of the Receivables and the related Purchased Assets from Chase USA to Purchaser, and shall deliver a file-stamped copy of such financing statements or other evidence of such filings to Purchaser; (e) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to Purchaser, and Purchaser shall have received from Chase USA copies of all documents (including, without limitation, records of corporate proceedings) relevant to the transactions herein contemplated as Purchaser may reasonably have requested; and (f) Purchaser, as Transferor, Chase USA, as Servicer, and the Trustee have executed and delivered the Pooling and Servicing Agreement. Section 7.02. Conditions to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable Chase USA's Obligations on the Initial Purchase Date. The obligation of Chase USA to Lender Convey the Receivables in form the Existing Accounts on the Initial Purchase Date shall be subject to the satisfaction of the following conditions: (a) All representations and contentwarranties of Purchaser contained in this Agreement shall be true and correct on the Initial Purchase Date with the same effect as though such representations and warranties had been made on such date; (b) Payment or provision for payment of the Purchase Price in accordance with Section 3.01 hereof shall have been made; and (c) Debtor All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, be satisfactory in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge AgreementChase USA, and Debtor Chase USA shall take have received from Purchaser copies of all actions documents (including, without limitation, records of corporate proceedings) relevant to the transactions contemplated herein, as Chase USA may reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consenthave requested.

Conditions Precedent. The obligations In addition to any other conditions contained herein or in the Loan Agreement, as in effect immediately prior to the date hereof, with respect to the Loans, Letter of Lender under Credit Accommodations and other financial accommodations available to Borrower (all of which conditions, except as modified or made pursuant to this Third Ratification Amendment shall be subject remain applicable to the Loans and be applicable to Letter of Credit Accommodations and other financial accommodations available to Borrower), the following are conditions precedent that: (a) Debtor to Lender's obligation to extend further loans, advances or other financial accommodations to Borrower pursuant to the Loan Agreement: 5.1 No trustee, examiner or receiver or the like shall have executed delivered been appointed or designated with respect to Borrower or any Guarantor, as debtor and debtor-in-possession, or its business, properties and assets; 5.2 Borrower and Guarantors shall execute and/or deliver to Lender this Third Ratification Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE and all other Financing Agreements that Lender may request to be delivered in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facilityconnection herewith, in form and substance satisfactory to Lender; 5.3 Borrower and with a counterparty reasonably acceptable Guarantors shall execute and/or deliver to Lender all other Financing Agreements, and other agreements, documents and instruments, in form and substance satisfactory to Lender, which, in the good faith judgment of Lender are necessary or appropriate and implement the terms of this Third Ratification Amendment and the other Financing Agreements, as modified pursuant to this Third Ratification Amendment, all of which Hedge Agreement contains provisions, representations, warranties, covenants and Events of Default, as are reasonably satisfactory to Lender and its counsel; 5.4 Each of Borrower and Guarantors shall comply in full with the notice and other requirements of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, and the terms and conditions of the Final DIP Financing Order in a manner acceptable to Lender and its counsel; 5.5 The Bankruptcy Court shall have entered an Order authorizing Borrower and Guarantor to execute and deliver this Third Ratification Amendment. 5.6 No Event of Default shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to continuing under any of the Collateral. Debtor shall comply with all Financing Agreements, as of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentdate hereof.

Conditions Precedent. The obligations of Lender under this Amendment This Supplemental Indenture shall become effective and shall be binding on each of the parties hereto upon the satisfaction or due waiver of each of the following conditions precedent: 1. The consent of the Holders of a Majority in Interest of each Series of Outstanding Investor Notes shall have been given in respect of this Supplemental Indenture and a copy thereof provided to the Indenture Trustee. 2. The Series 1999-1 Investor Notes shall have been repaid in full and the Series 1999-1 Preferred Membership Interests shall have been ▇▇▇▇▇▇▇▇ ▇▇ full. 3. The Indenture Trustee shall have received evidence satisfactory to it that each Manager of the Issuer has approved this Supplemental Indenture. 4. The Indenture Trustee shall have received an Officer's Certificate of the Issuer dated as of the date hereof to the effect that (i) no Amortization Event, Potential Amortization Event, Event of Default or Potential Event of Default is continuing or will occur as a result of the execution and delivery of this Supplemental Indenture and (ii) the execution and delivery of this Supplemental Indenture will not result in any breach of any of the terms, conditions or provisions of or constitute a default under any indenture, mortgage, deed of trust or other agreement or instrument, including, without limitation, any Transaction Document, to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any suit, action or other judicial or administrative proceeding to which the Issuer is party or by which it or its property may be bound or to which it or its property may be subject. 5. The Indenture Trustee shall have received an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially acceptable to the Indenture Trustee, dated the date hereof, substantially to the effect that: i. all conditions precedent that: (a) Debtor shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE provided for in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate Base Indenture with respect to the transaction provided for herein execution and delivery of this Supplemental Indenture have been complied with in all material respects; ii. the Issuer is duly organized under the jurisdiction of its formation and has the power and authority to execute and deliver this Supplemental Indenture, and SPV is duly organized under the jurisdiction of its formation and has the power and authority to execute and deliver the Amendment to the Transfer Agreement (as Lender or its counsel may reasonably request; (b) Guarantor shall have defined in Clause 6 below); iii. this Supplemental Indenture has been duly authorized, executed and delivered by the Issuer; and the Amendment to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable the Transfer Agreement has been duly authorized, executed and delivered by the Issuer and SPV; iv. the Supplemental Indenture is a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, subject to Lender bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; v. the Amendment to the Transfer Agreement is a legal, valid and binding obligation of the Issuer and SPV, enforceable in form accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and contentother similar laws affecting creditors' rights generally and to general principles of equity; (c) Debtor and vi. such other matters as the Indenture Trustee may reasonably require; 6. The Indenture Trustee shall have paid Lender an origination fee in received duly executed counterparts of the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase Amendment to the Note amount; Transfer Agreement, dated as of October 28, 1999, between the Issuer and SPV (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent the "Amendment to the effectiveness ofTransfer Agreement"), a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default duly executed by the counterparty thereunder Issuer and SPV; and 7. The Indenture Trustee shall not waivehave received such other documents, amend instruments, certifications, agreements or otherwise modify any of its rights thereunder without Lender’s prior written consentother items as the Indenture Trustee may reasonably require.

Conditions Precedent. 4.1 The obligations of Lender under this Amendment the Trust on behalf of each of the Predecessor Fund and the Successor Fund to effectuate the Reorganization shall be subject to the conditions precedent that: satisfaction of the following conditions: (ai) Debtor The Trust shall have executed delivered to Lender this Amendmentfiled with the Securities and Exchange Commission (the "Commission") a registration statement on Form N-14 under the Securities Act of 1933, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in as amended (the amount "Securities Act") and such amendment or amendments thereto as are determined by the Board of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager Trustees of the general partner of Debtor and such other documents and instruments incidental Trust to be necessary and appropriate to effect the transaction provided for herein as Lender or its counsel may reasonably request; registration of the New Shares (b) Guarantor the "Registration Statement"), and the Registration Statement shall have executed become effective, and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor no stop-order suspending the effectiveness of the Registration Statement shall have paid Lender an origination fee in been issued, and no proceeding for that purpose shall have been initiated or threatened by the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS Commission ($225,000.00and not withdrawn or terminated); (ii) as consideration The applicable New Shares shall have been duly qualified for the increase offering to the Note amount; public in all states in which such qualification is required for consummation of the transactions contemplated hereunder; (iii) All representations and (d) Debtor warranties of the Trust on behalf of the Predecessor Fund contained in this Agreement shall enter intobe true and correct in all material respects as of the date hereof and as of the Closing, make all payments required underwith the same force and effect as if then made, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) Trust on behalf of the principal amount Successor Fund shall have received a certificate of an officer of the Credit Facility, Trust acting on behalf of the Predecessor Fund to that effect in form and substance reasonably satisfactory to the Trust on behalf of the Successor Fund; (iv) All representations and with a counterparty reasonably acceptable to Lender, which Hedge warranties of the Trust on behalf of the Successor Fund contained in this Agreement shall be effective through the Maturity Date true and correct in all material respects as of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges date hereof and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any as of the Collateral. Debtor shall comply Closing, with all of its obligations under the terms same force and provisions of such Hedge Agreementeffect as if then made, and Debtor the Trust on behalf of the Predecessor Fund shall take all actions have received a certificate of an officer of the Trust acting on behalf of the Successor Fund to that effect in form and substance reasonably requested by Lender satisfactory to enforce Debtor’s rights under such Hedge Agreement the Trust on behalf of the Predecessor Fund; (v) The Trust on behalf of each of the Predecessor Fund and the Successor Fund shall have received an opinion from ▇▇▇▇▇▇▇ Procter LLP regarding certain tax matters in connection with the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentReorganization.

Conditions Precedent. The obligations of Lender under this This Third Amendment shall not be subject effective until the Administrative Agent shall have determined in its sole discretion that all proceedings of the Borrower taken in connection with this Third Amendment and the transactions contemplated hereby shall be satisfactory in form and substance to the conditions precedent that: Administrative Agent and the Borrower has satisfied the following conditions: (a) Debtor the Borrower shall have executed delivered to Lender this Amendment, the Administrative Agent a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager loan certificate of the general partner Borrower certifying (i) as to the accuracy of Debtor its representations and such warranties set forth in Article V of the Credit Agreement, as amended by this Third Amendment and the other Loan Papers, (ii) that there exists no Default or Event of Default, and the execution, delivery and performance of this Third Amendment will not cause a Default or Event of Default, (iii) as to resolutions authorizing the Borrower to execute, deliver and perform this Third Amendment and all Loan Papers and other documents and instruments incidental delivered or executed in connection with this Third Amendment, (iv) that it has complied with all agreements and appropriate conditions to be complied with by it under the transaction provided for herein as Lender Credit Agreement, the other Loan Papers and this Third Amendment by the date hereof and (v) that it has received all consents, amendments and waivers from all Persons necessary or its counsel may reasonably request; required, if any, to (A) enter into this Amendment or (B) effectuate the amendments set forth above, including, without limitation, under the Indenture and related documentation and under the AUSP Credit Agreement and related documentation; (b) Guarantor the Borrower shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable the Administrative Agent and Lenders legal opinions from counsel to Lender the Borrower and its Restricted Subsidiaries regarding this Third Amendment and such other matters as reasonably requested by Special Counsel, including, without limitation, opinions regarding the waivers, consents and amendments in form connection with the Indenture and content; AUSP Credit Agreement, and the related agreements; (c) Debtor the Borrower shall have paid Lender an origination fee received a firm commitment for at least $20,000,000 in proceeds from the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and preferred stock offering by GCI; (d) Debtor the Borrower shall enter intohave delivered such other documents, make all payments required underinstruments, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facilitycertificates, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent shall deem necessary or appropriate in connection with this Third Amendment and with a counterparty reasonably acceptable the transactions contemplated hereby; (e) the Revolving Commitment shall permanently reduce to Lender$150,000,000; and (f) the Borrower shall have paid all fees and expenses of the Administrative Agent and the Lenders, which Hedge Agreement shall be effective through the Maturity Date including without limitation, payment of an amendment fee, subject to 10.08 of the Credit Facility. In Agreement, to each Lender (to the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lenderextent it executes and delivers this Third Amendment by April 16, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any 1999) of .25% of its Specified Percentage of the Collateral. Debtor shall comply with all aggregate amount of its obligations under the terms Revolving Commitment and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentRevolver\Term Commitment.

Conditions Precedent. The obligations effectiveness of Lender under this Amendment shall be subject to the prior or concurrent satisfaction of each of the conditions precedent that: set forth in this Section 5. (a) Debtor If different from the incumbency certificate delivered on the Closing Date, the Lender shall have received for each Borrower Party an incumbency certificate, dated the as of the Effective Date, of such Person authorized to act as its authorized representative hereunder. (b) The Lender shall have received each of the documents listed below: (i) Counterparts of this Amendment and the Amendment to Servicing Agreement dated as of the Effective Date in the form attached hereto as Exhibit A and made a part hereof (the “Servicing Agreement Amendment”), each duly executed and delivered by an authorized representative of each Borrower Party and the other parties thereto; (ii) The Lender shall have received legal opinions from counsel satisfactory to the Lender with respect to (A) the due organization and existence of each Borrower Party, (B) the due execution, authority, enforceability of this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS Servicing Agreement Amendment, and any other documents being delivered by any Borrower Party to the Lender, the ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and C) such other documents and instruments incidental and appropriate to matters as the transaction provided for herein as Lender or its counsel may reasonable require, all such opinions shall be in form, scope and substance satisfactory to the Lender and the Lender’s counsel in their sole discretion; and (iii) Such other documents and certificates as the Lender shall reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; require. (c) Debtor The Borrowers shall have paid Lender an origination fee in received a counterpart of this Amendment, duly executed by authorized representatives of the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) Lender, for itself and as consideration for the increase to the Note amount; and Lender. (d) Debtor The Lender shall enter intohave received all fees and expenses, make all payments if any, required underto be paid by the Borrower on or before the Effective Date, including, without limitation, the legal fees and satisfy all conditions precedent expenses of the Lender’s counsel. (e) All representations and warranties contained herein or otherwise made by the Borrower Parties to the effectiveness ofLender in connection herewith shall be true, a Hedge Agreement correct and complete. (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.f) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) No Default or Event of Default under the Loan Documents nor any default hereunder shall have occurred as of the principal amount of the Credit FacilityEffective Date, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lenderthe Existing Defaults, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and after giving full effect to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentthis Amendment.

Conditions Precedent. The obligations effectiveness of Lender under this Amendment shall be subject to is expressly conditioned upon the satisfaction of each of the following conditions precedent that: precedent: (a) Debtor Agent shall have executed delivered to Lender received this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in duly authorized, executed and delivered by each Loan Party and the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; Required Lenders; (b) Guarantor Agent shall have received the Fee Letter, duly authorized, executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; by the Borrowers; (c) Debtor as of the Nineteenth Amendment Effective Date and immediately after giving effect to this Amendment (including the Specified Waivers) and the Term Loan Twelfth Amendment (as defined below), no Default or Event of Default shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; occurred and be continuing; (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) as of the principal amount Nineteenth Amendment Effective Date and immediately after giving effect to this Amendment (including the Specified Waivers) and the Term Loan Twelfth Amendment, the representations and warranties set forth in Section 4 hereof shall be true and correct in all material respects (without duplication of the Credit Facilityany materiality qualifier); (e) Agent shall have received, in form and substance satisfactory to Agent, an amendment to the Term Loan Agreement (the “Term Loan Twelfth Amendment”), duly authorized, executed and delivered by the Borrowers, the Guarantors, the Term Loan Agent and the Term Loan Lenders; (f) Agent shall have received, in form and substance satisfactory to Agent, the 2025 Equity Line of Credit Agreement, duly authorized, executed and delivered by the parties thereto; and (g) the Loan Parties shall have paid (or shall pay substantially concurrently with a counterparty reasonably acceptable the Nineteenth Amendment Effective Date): (i) all fees required to Lenderbe paid to Agent and the Lenders on the Nineteenth Amendment Effective Date pursuant to the Fee Letter and (ii) all costs, expenses and fees owed to Agent and the Lenders in connection with the preparation, execution and delivery of this Amendment to the extent invoiced prior to the Nineteenth Amendment Effective Date. Agent shall notify the Borrowers in writing of the effectiveness of this Amendment, which Hedge Agreement notice shall be effective through the Maturity Date of conclusive and binding on all parties to the Credit FacilityAgreement. In For the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lenderavoidance of doubt, Debtor acknowledges it is understood and agrees agreed that such Hedge Agreement written notification shall not be secured by a lien condition to the effectiveness of this Amendment or security interest in and to any the occurrence of the Collateral. Debtor shall comply with all of its obligations under Waiver Effective Date or the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentNineteenth Amendment Effective Date.

Conditions Precedent. (a) The obligations obligation of Lender to make the initial advance under this Amendment shall be the Note is subject to the conditions precedent that: (a) Debtor , as of the date of such advance, Lender shall have received (i) duly executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in copies of each document listed on the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate last page hereof relating to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit FacilityLoan, in form and substance acceptable to Lender and its legal counsel (all the documents listed on the last page hereof, together with a counterparty reasonably acceptable this Agreement and any other security documents relating to the Loan, and any modifications thereof, are hereinafter collectively referred to as the "Loan Documents"), (ii) an origination fee of $140,000.00, as consideration for Lender's commitment to make advances under the Note, (iii) copies of all deeds of trust, mortgages and security documents related to the Real Estate Notes, and originals of all of the Real Estate Notes (hereinafter defined) properly endorsed to the order of Lender, (iv) Mortgagee Policies of Title Insurance issued with respect to the Real Estate Notes endorsed for the benefit of Lender, (v) appraisals of all the Real Estate Collateral (as hereinafter defined) and the Real Estate Notes (as hereinafter defined), the principal amount of which exceeds $250,000, in form and content satisfactory to Lender, which Hedge Agreement (vi) a Mortgagee Policy of Title Insurance for the Real Estate Collateral in form and content satisfactory to Lender, and (vii) such other documents and certificates as Lender or Lender's counsel may reasonably request. (b) Lender's obligation to make advances under the Note shall be effective through subject to the Maturity Date additional conditions precedent that, as of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than date of such advance and after giving effect thereto: (i) all representations and warranties made by Borrower to Lender are true and correct, as if made on such date, (ii) all documents and proceedings shall be reasonably satisfactory to legal counsel for Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien (iii) no condition or security interest in and to any event exists which constitutes an Event of Default (as hereinafter defined) or which, with the Collateral. Debtor shall comply with all lapse of its obligations under the terms and provisions time and/or giving of such Hedge Agreementnotice, would constitute an Event of Default, and Debtor (iv) all conditions precedent set forth in subparagraph (a) above shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consenthave been satisfied.

Conditions Precedent. The obligations of Lender under this This Second Amendment shall not be subject effective until the Administrative Agent shall have determined in its sole discretion that all proceedings of the Borrower taken in connection with this Second Amendment and the transactions contemplated hereby shall be satisfactory in form and substance to the conditions precedent that: Administrative Agent and the Borrower has satisfied the following conditions: (a) Debtor the Borrower shall have executed delivered to Lender this Amendment, the Administrative Agent a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager loan certificate of the general partner Borrower certifying (i) as to the accuracy of Debtor its representations and such warranties set forth in Article V of the Credit Agreement, as amended by this Second Amendment and the other Loan Papers, (ii) that there exists no Default or Event of Default, and the execution, delivery and performance of this Second Amendment will not cause a Default or Event of Default, (iii) as to resolutions authorizing the Borrower to execute, deliver and perform this Second Amendment and all Loan Papers and other documents and instruments incidental delivered or executed in connection with this Second Amendment, (iv) that it has complied with all agreements and appropriate conditions to be complied with by it under the transaction provided for herein as Lender Credit Agreement, the other Loan Papers and this Second Amendment by the date hereof and (v) that it has received all consents, amendments and waivers from all Persons necessary or its counsel may reasonably request; required, if any, to (A) enter into this Amendment or (B) effectuate the amendments set forth above, including, without limitation, under the Indenture and related documentation and under the AUSP Credit Agreement and related documentation; (b) Guarantor the Borrower shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable the Administrative Agent and Lenders legal opinions from counsel to Lender the Borrower and its Restricted Subsidiaries regarding this Second Amendment and such other matters as reasonably requested by Special Counsel, including, without limitation, opinions regarding the waivers, consents and amendments in form connection with the Indenture and contentAUSP Credit Agreement, and the related agreements; and (c) Debtor the Borrower shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter intodelivered such other documents, make all payments required underinstruments, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facilitycertificates, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent shall deem necessary or appropriate in connection with this Second Amendment and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consenttransactions contemplated hereby.

Conditions Precedent. The obligations In addition to any other conditions contained herein or in the Loan Agreement, as in effect immediately prior to the date hereof, with respect to the Loans, Letter of Lender under Credit Accommodations and other financial accommodations available to Borrower (all of which conditions, except as modified or made pursuant to this Second Ratification Amendment shall be subject remain applicable to the Loans and be applicable to Letter of Credit Accommodations and other financial accommodations available to Borrower), the following are conditions precedent that: (a) Debtor to Lender's obligation to extend further loans, advances or other financial accommodations to Borrower pursuant to the Loan Agreement: 4.1 No trustee, examiner or receiver or the like shall have executed delivered been appointed or designated with respect to Borrower or any Guarantor, as debtor and debtor-in-possession, or its business, properties and assets; 4.2 Borrower and Guarantors shall execute and/or deliver to Lender this Second Ratification Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE and all other Financing Agreements that Lender may request to be delivered in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facilityconnection herewith, in form and substance satisfactory to Lender; 4.3 Borrower and with a counterparty reasonably acceptable Guarantors shall execute and/or deliver to Lender all other Financing Agreements, and other agreements, documents and instruments, in form and substance satisfactory to Lender, which, in the good faith judgment of Lender are necessary or appropriate and implement the terms of this Second Ratification Amendment and the other Financing Agreements, as modified pursuant to this Second Ratification Amendment, all of which Hedge Agreement contains provisions, representations, warranties, covenants and Events of Default, as are reasonably satisfactory to Lender and its counsel; 4.4 Each of Borrower and Guarantors shall comply in full with the notice and other requirements of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, and the terms and conditions of the Final DIP Financing Order in a manner acceptable to Lender and its counsel; 4.5 No party entitled to received a copy of this Second Ratification Amendment pursuant to the terms of the Final DIP Financing Order has filed an objection or other pleading in opposition to Borrower and Guarantors entry into, compliance with, and performance in accordance with the terms and conditions of this Second Ratification Amendment. 4.6 No Event of Default shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to continuing under any of the Collateral. Debtor shall comply with all Financing Agreements, as of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentdate hereof.

Conditions Precedent. The obligations of Lender under Borrower, the Guarantors and the Banks acknowledge that this Second Amendment shall not be subject to effective until each of the following conditions precedent that: has been satisfied (such date is referred to herein as the “Effective Date”): (a) Debtor The Borrower, the Guarantors, and the Required Banks shall have executed delivered to Lender this Second Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; ; (b) Guarantor The Borrower shall have executed and delivered to Lender the Administrative Agent and the Required Banks a final draft of all documents associated with the 2004 Permitted Merger and shall have delivered to the Administrative Agent such information with respect to such merger as the Administrative Agent shall have reasonably requested; (c) Neither the execution and delivery of this Second Amendment or the documents associated with the 2004 Permitted Merger by the Borrower or Koppers Merger Sub nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of the Borrower or Koppers Merger Sub or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower or Koppers Merger Sub or any of their Subsidiaries is a party to or by which either the Borrower or Koppers Merger Sub or any of their Subsidiaries is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of the Borrower or Koppers Merger Sub or any of their Subsidiaries (other than Liens granted under the Loan Documents) and the Borrower shall have delivered to the Administrative Agent a closing certificate certifying to all of the foregoing; (d) No Material Adverse Change shall have occurred with respect to the Borrower or any of the Guarantors; (e) The Borrower and the Guarantors shall have obtained all approvals and consents necessary to consummate the transactions contemplated by this Second Amendment; (f) The Borrower shall have delivered to the Administrative Agent an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable opinion or opinions of Borrower’s counsel which shall opine as to Lender (i) the due authorization, execution and delivery, and enforceability of this Second Amendment, (ii) the validity and legality regarding the consummation of the 2004 Permitted Merger and such matters incident to such transactions, and (iii) such other matters as reasonably requested by the Administrative Agent, which opinion shall be in form and content; substance reasonably satisfactory to the Administrative Agent; (cg) Debtor The Borrower shall have paid Lender to the Administrative Agent, for the benefit of the Administrative Agent and each of the Banks executing this Second Amendment, an origination amendment fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS 25 basis points of such Bank’s Commitment, one half of which will be earned by each approving Bank upon credit approval and one half of which will be earned upon execution by such Bank; ($225,000.00h) as consideration for the increase The Borrower shall have paid to the Note amount; Administrative Agent and its counsel all reasonable fees and expenses for which the Administrative Agent and such counsel are entitled to be reimbursed; (di) Debtor shall enter into, make All legal details and proceedings in connection with the transactions contemplated by this Second Amendment and all payments required under, and satisfy all conditions precedent other Loan Documents to be delivered to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, Banks shall be in form and substance and with a counterparty reasonably acceptable satisfactory to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentAdministrative Agent.

Conditions Precedent. The obligations of Lender under this Amendment SECTION 3.1. National Financial's obligation to purchase Receivable Assets hereunder on the Closing Date shall be subject to the execution, delivery and effectiveness of the Sale and Servicing Agreement and the Indenture and the delivery of the purchase price for the Notes to the Trust by the initial purchasers thereof. In addition, the obligation of National Financial to purchase Receivable Assets hereunder on each Subsequent Transfer Date shall be further subject to the satisfaction of the following conditions precedent that: on or before such Subsequent Transfer Date: (i) all representations and warranties of NAFI contained in Section 4.1(a) shall be true and correct and all representations and warranties of NAFI in Section 4.1(b) shall be true and correct with respect to the Receivables sold, transferred, conveyed and assigned to National Financial on such Subsequent Transfer Date, in each case, on and as of such Subsequent Transfer Date, as the case may be; (ii) on such Subsequent Transfer Date, NAFI shall have duly completed and executed to National Financial a Conveyance conforming to the requirements of Section 2.3(b) or 2.4(b), as applicable; (iii) on or before such Subsequent Transfer Date, (a) Debtor NAFI shall have executed delivered to Lender this AmendmentNational Financial or such other Person as National Financial shall direct the original motor vehicle retail installment sale contract, a THIRD AMENDED AND RESTATED PROMISSORY NOTE duly endorsed by NAFI to National Financial, and the Receivable Files that relate to each Receivable included in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor Receivable Assets then being sold by NAFI to National Financial and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor NAFI shall have executed performed all other obligations then required to be performed by it pursuant to this Agreement, including, without limitation, Sections 2.2 and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; 2.3(b) or 2.3(c), as applicable; (civ) Debtor no Bankruptcy Event or Servicer Termination Event shall have paid Lender an origination fee occurred and be continuing on and as of such Subsequent Transfer Date; (v) as of such Subsequent Transfer Date, the Receivables then in the amount Trust Property, together with the Subsequent Receivables to be transferred to National Financial on such Subsequent Transfer Date, shall meet the following criteria (computed based on the characteristics of TWO HUNDRED TWENTYthe Subsequent Receivables as of the applicable Subsequent Cut-FIVE THOUSAND AND NO/100 DOLLARS off Date): ($225,000.00A) as consideration for the increase to weighted average Interest Rate of the Note amount; Receivables shall not be less than 18.0%, (B) the weighted average remaining term of the Receivables shall not be greater than 55 months, and (dC) Debtor not more than 80% of the Aggregate Principal Balance Receivables shall enter intorepresent loans to finance the purchase of used Financed Vehicles and (D) the final scheduled payment date on the Receivable with the latest maturity shall not be later than April 21, make all payments required under, and satisfy 2003; and (vi) all conditions precedent in Section 2.2 of the Sale and Servicing Agreement to the effectiveness of, a Hedge Agreement (governed by transfer and subject assignment of such Subsequent Receivables to a Master Agreement published by International Swaps the Trust pursuant to the Sale and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Servicing Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consenthave been satisfied.

Conditions Precedent. (a) The obligations of Lender Seller under this Amendment Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be subject to conditioned on the conditions precedent that: occurrence of all of the following conditions: (ai) Debtor The Lease shall have been executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor by each Party and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; Lease shall be in effect; (bii) Guarantor Purchaser shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facilityprocured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a counterparty reasonably degree of regulation that is acceptable to LenderSeller in its sole discretion; (vi) All materials and services to be provided by Purchaser, which Hedge as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be effective through the Maturity Date true and correct when made and as of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution date that all other than Lender, Debtor acknowledges and agrees that such Hedge conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall not be secured by a lien or security interest in and to any conditioned on the satisfaction of all of the Collateral. Debtor following conditions: (i) The Lease shall comply with all of its obligations under the terms have been executed by each Party and provisions of such Hedge AgreementLease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Debtor Schedule 2(c) hereto. (iii) Seller shall take have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all actions reasonably requested by Lender other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to enforce Debtor’s rights under such Hedge Agreement in Purchaser that the event Facility is capable of a default by delivering Electric Power to the counterparty thereunder Point of Delivery and shall not waivethat the Additional Facilities have been constructed, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentinstalled, and delivered into Purchaser's care custody and control.

Conditions Precedent. 2.1 The obligations provisions of Lender under clauses 3 (Sale and Purchase), 4 (Consideration) and 6 (Closing) are conditional on the Conditions set out in Schedule 5 having been fulfilled (or waived in writing by the Buyer and the Sellers’ Representatives) on or before the Long Stop Date. 2.2 The Buyer and the Warrantors shall use their respective reasonable endeavours, at their own cost (except as otherwise specified in this Amendment Agreement), to procure the satisfaction of the Conditions as soon as possible and in any event not later than the Long Stop Date. 2.3 Without prejudice to the generality of the foregoing: (A) the Buyer shall procure that within two Business Days of the date of this Agreement the sum of $100,000 is paid into the trust account of Fragomen, Del Rey, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP to be held in accordance with the terms of the E-2 Visa Clearance Application Instruction Letter; (B) subject to the conditions precedent that: (a) Debtor shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE Buyer complying with its obligations in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00clause 2.3(A), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate Company or BSARS shall duly submit the E-2 Visa Clearance Application in Agreed Form (in that form) to the transaction provided for herein as Lender Regulatory Authority within three Business Days of entry into this Agreement; (C) if the Regulatory Authority requires a different or its counsel may reasonably request; revised application and/or other information to be submitted (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor foregoing, whether in response to the initial application in clause 2.3(B) or otherwise, an “Additional Request”), the Company shall comply promptly notify the Buyer without delay following receipt by the applicable Target Group Company of such Additional Request from the Regulatory Authority; (D) the Buyer and the Company shall use all reasonable endeavours to jointly prepare the response to any Additional Request as promptly as possible, and both the Buyer and the Company shall promptly furnish any information necessary for that purpose; (E) subject to clause 2.6, the relevant Target Group Company shall submit the response to any Additional Request to the Regulatory Authority as promptly as possible; and (F) the Buyer shall be responsible for and pay when due and in any event promptly all fees and costs and charges of the Regulatory Authority in connection with the making and progressing of an application for Regulatory Consent. 2.4 Each of the Buyer, the Sellers’ Representatives and the Company shall keep the others of them fully informed of all progress and developments with regard to satisfaction of the Conditions and in any event shall notify the others of them as promptly as possible in writing as soon as it becomes aware that the same or any of the same have been satisfied or have become incapable of satisfaction and shall produce to the others of them such documentation as any of them shall reasonably require to evidence any such satisfaction. 2.5 The Conditions in Schedule 5 may only be waived, and the latest date for their satisfaction may only be extended, by written agreement of the Buyer and the Sellers’ Representatives. 2.6 Subject to the Buyer complying with its obligations under the terms and provisions of such Hedge Agreementclause 2.3(D), and Debtor shall take all actions reasonably requested by Lender except as required under clause 2.3(B), no Warrantor, Target Group Company, or any of their respective representatives will make any application, petition, submission or other communication to enforce Debtor’s rights the Regulatory Authority in relation to the subject matter of this Agreement without the prior approval of the Buyer (such approval not to be unreasonably withheld or delayed). 2.7 Subject to the Company complying with its obligations under such Hedge Agreement in clause 2.3(D) and except as required under clause 2.3(B), neither the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify Buyer nor any of its rights thereunder representatives will make any application, petition, submission or other communication to the Regulatory Authority in relation to the subject matter of this Agreement without Lender’s the prior approval of the Sellers’ Representatives (such approval not to be unreasonably withheld or delayed). 2.8 Subject to clause 2.6, the Target Group shall consult with, and take into account the reasonable views of the Buyer as to the mode, content and timing of all communications required to be made by the Target Group with the Regulatory Authority in relation to the subject matter of this Agreement, giving the Buyer a reasonable opportunity to comment on drafts of such communications and to participate in telephone calls and meetings with such Regulatory Authority. 2.9 The Company on the one hand and the Buyer on the other shall promptly provide the Buyer or as the case may be the Sellers’ Representatives with a copy of all written consentcommunications to which any Target Group Company or the Buyer (as applicable) is party with the Regulatory Authority related to any applications or submissions contemplated by this clause and notification in writing as to the substance of all related and other oral communications, including any communication pursuant to clause 2.11. 2.10 The Warrantors shall use Best Endeavours to procure that the Company, BSARS and each other Target Group Company promptly complies with its obligations stated in this clause. 2.11 The Buyer agrees that any Warrantor, Target Group Company, or any of their respective representatives may respond to a communication from the Regulatory Authority to acknowledge receipt of such communication and to confirm that the request will be dealt with in due course, without seeking the prior approval of the Buyer. 2.12 Each Investor Seller shall promptly after request supply to the Buyer and/or Warrantors such information relating to that Investor Seller as may be reasonably required in connection with the satisfaction of the Conditions. 2.13 If by the Long Stop Date any of the Conditions shall not have been satisfied or waived in writing as provided in this clause, clause 7 shall apply. 2.14 The reasonable fees and expenses incurred by the Warrantors in performing their obligations under this clause shall be borne by the Company and, for the avoidance of doubt, no Warrantor shall at any time be personally responsible for the payment of any such fees or expenses.

Conditions Precedent. The obligations of Lender Lender’s obligation to make any disbursements or take any other action under this Amendment the Loan Documents shall be subject at all times to satisfaction of each of the following conditions precedent that: (a) Debtor precedent: a. Lender shall have received fully executed delivered to originals of all Loan Documents, the Guaranty and any other documents, instruments, policies, and other materials requested by Lender under the terms of this AmendmentAgreement or any of the other Loan Documents; b. There shall exist no Default as defined in this Agreement or any of the other Loan Documents or any event, omission or failure of condition which would constitute a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount Default after notice or lapse of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00)time, a CLOSING CERTIFICATE or both; c. Lender shall have received an executed copy of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facilitycurrent lease, in form and substance and with a counterparty reasonably acceptable to Lender, executed by Borrower, as landlord, and Greenhouse Treatment Center, LLC, a Texas limited liability company (“Tenant”) and a wholly-owned subsidiary of American Addition Centers, Inc., a Nevada corporation (“AAC”), as tenant, for one hundred percent (100%) of the Property (the “Greenhouse Treatment Center Lease”); d. Lender shall have received an executed copy of a guaranty the Lease, in form and substance acceptable to Lender, executed by AAC as guarantor; e. Lender shall have received an executed amendment to Borrower’s operating agreement, in form and substance acceptable to Lender, reflecting that Behavioral Healthcare Realty, LLC owns one hundred percent (100%) of the membership interests of Borrower; f. Lender shall have received the final budget for the construction of the Improvements, in form and substance satisfactory to Lender; g. Lender shall have obtained an appraisal of the Property (the “Original Appraisal”), at Borrower’s expense, indicating, to the reasonable satisfaction of Lender, that the ratio of (x) the total amount of the Loan to (y) the most recent appraised “as proposed” value of the Property (which Hedge shall include the estimated value of the Property upon completion of the Improvements), as adjusted by Lender in its sole discretion upon its review of the Original Appraisal, does not exceed 65%; h. The representations and warranties contained in this Agreement and in all other Loan Documents are true and correct as of the date of the requested disbursement; i. Such disbursement shall be effective through secured by the Maturity Date Loan Documents and the lien of the Credit FacilityDeed of Trust on the Property may be subject only to those exceptions to title approved by Lender as of the date hereof, as evidenced by title insurance endorsements satisfactory to Lender; j. Borrower shall have paid all of Lender’s reasonable costs and expenses in connection with such disbursement (including the reasonable cost of Lender’s attorneys); k. Any undisbursed Loan funds together with all sums, if any, to be provided by Borrower as shown in Exhibit C shall be at all times equal to or greater than the amount for the Refinance plus the amount which Lender from time to time determines reasonably necessary to: (i) pay through completion all costs of development and construction of the Property and Improvements in accordance with the Loan Documents; (ii) pay all sums which may accrue under the Loan Documents prior to Borrower’s obligation to repay the Loan; and (iii) enable Borrower to perform and satisfy all of the covenants of Borrower contained in the Loan Documents. If Lender determines at any time that the undisbursed Loan funds are insufficient for said purposes, Borrower shall deposit the amount of such deficiency with Lender within seven (7) days of Lender’s written demand. Except as otherwise provided in this Agreement, all funds which are deposited with Lender by Borrower pursuant to the terms and conditions of this Agreement (the “Borrower’s Funds”) shall be held by Lender for disbursement under this Agreement; l. Lender shall have received and approved in form and substance satisfactory to Lender: (i) if requested by Lender, a soils report for the Property and Improvements; (ii) two sets of the Plans and Specifications (as defined in certain Assignment of Architectural Agreements and Plans and Specifications of even date herewith), certified as complete by the architect that prepared them, together with evidence of all necessary or appropriate approvals of governmental agencies or private parties required to construct the Improvements; (iii) copies of all agreements which are material to completion of the Improvements, including the Construction Agreement (as defined below) and Architect’s Agreement (as defined below); and (iv) copies of all building permits and similar permits, licenses, approvals, development agreements and other authorizations of governmental agencies or private parties required to develop the Property and Improvements, if required by Lender; m. Borrower shall have delivered to Lender (i) a request for the advance, (ii) a copy of Contractor’s application for payment to Borrower, signed by an architect and confirmed by Lender’s inspector, on ATA Forms G702 and G703/G703A or other forms acceptable to Lender, (iii) if requested by Lender, paid invoices or receipts and unconditional statutory lien waivers for all construction work and costs included in the previous request for advance, and evidence reasonably satisfactory to Lender that all prior advances have been used for purposes described in this Agreement or the Financial Requirements Analysis; (iv) if requested by Lender, evidence that any inspection required by any governmental authority has been completed with results satisfactory to that governmental authority and allocated costs of any work to be performed under the Construction Agreement (defined below) on AIA Form G702 or such other forms as may be acceptable to Lender, (v) a true and correct current statement of all obligations incurred for labor performed and materials ordered or delivered, and (vi) such certifications of job progress, in form satisfactory to Lender, as Lender may request. In this regard, Lender shall have the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lenderright to inspect all books, Debtor acknowledges records and agrees that accounts relating to such Hedge Agreement work, and may, at its option, require execution by Borrower and any contractors, subcontractors, laborers and materialmen of such affidavits, endorsements and releases as Lender deems reasonably necessary; and n. Lender shall not be secured by a lien or security interest in and obligated to any make the final disbursement of the Collateral. Debtor Loan until (i) receipt by Lender of the final certificate of occupancy for the Improvements, in form and substance satisfactory to Lender, (ii) receipt of evidence, satisfactory to Lender, that the Improvements have been constructed prior to the Completion Date and in accordance with the Plans and Specifications, (iii) evidence satisfactory to Lender of lien-free completion of the Improvements or that the statutory lien filing period has expired including, without limitation, either evidence that no claim of lien, lien affidavit or stop notice has been filed or Lender has received releases with respect to the same, (iv) Lender or Lender’s agent shall comply have inspected the Property and the Improvements, and (v) Lender’s receipt, at Borrower’s sole cost and expense, of a Down-Date Endorsement pursuant to Procedural Rule P-9b(4), and other endorsements amending the mechanic’s and materialmen’s lien coverage and, if applicable, deleting the pending disbursements clause pursuant to Procedural Rule P-8b(2), and, if applicable, a Form T-38 Endorsement pursuant to Procedural Rule P-9b(3) to Lender’s title policy issued by ▇▇▇▇▇▇▇ Title Company in connection with the Loan, all in form and substance satisfactory to Lender, and (vi) performance of its all other obligations of Borrower under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentLoan Documents.

Conditions Precedent. The obligations In addition to any other conditions contained herein or in the Loan Agreement, as in effect immediately prior to the date hereof, with respect to the Loans, Letter of Lender under Credit Accommodations and other financial accommodations available to Borrower (all of which conditions, except as modified or made pursuant to this First Ratification Amendment shall be subject remain applicable to the Loans and be applicable to Letter of Credit Accommodations and other financial accommodations available to Borrower), the following are conditions precedent that: (a) Debtor to Lender's obligation to extend further loans, advances or other financial accommodations to Borrower pursuant to the Loan Agreement: 5.1 No trustee, examiner or receiver or the like shall have executed delivered been appointed or designated with respect to Borrower or any Guarantor, as debtor and debtor-in-possession, or its business, properties and assets; 5.2 Borrower and Guarantors shall execute and/or deliver to Lender this First Ratification Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE and all other Financing Agreements that Lender may request to be delivered in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facilityconnection herewith, in form and substance satisfactory to Lender; 5.3 Borrower and with a counterparty reasonably acceptable Guarantors shall execute and/or deliver to Lender all other Financing Agreements, and other agreements, documents and instruments, in form and substance satisfactory to Lender, which, in the good faith judgment of Lender are necessary or appropriate and implement the terms of this First Ratification Amendment and the other Financing Agreements, as modified pursuant to this First Ratification Amendment, all of which Hedge Agreement contains provisions, representations, warranties, covenants and Events of Default, as are reasonably satisfactory to Lender and its counsel; 5.4 Each of Borrower and Guarantors shall comply in full with the notice and other requirements of the Bankruptcy Code and the applicable Federal Rules of Bankruptcy Procedure with respect to any relevant Order approving this First Ratification Amendment in a manner acceptable to Lender and its counsel, and an Order shall have been entered by the Bankruptcy Court authorizing Borrower and Guarantors to execute and deliver this First Ratification Amendment; and 5.5 No Event of Default shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to continuing under any of the Collateral. Debtor shall comply with all Financing Agreements, as of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentdate hereof.

Conditions Precedent. The obligations 2.1 Conditions Precedent to Effectiveness of Lender under this Amendment shall be subject to the conditions precedent that: (a) Debtor shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager Agreement. Each of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions ------------------------------------------------------- following is a condition precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount other terms and provisions contained in this Agreement: (a) Agent shall have received an original of this Agreement, duly authorized, executed and delivered by Borrower and Lender (including all schedules and exhibits hereto); (b) Agent shall have received consents to the assignment of the Credit Facilityinterests of Congress to Lender and all necessary amendments to its existing participation arrangements, in form and substance satisfactory to Agent, to reflect and consent to the terms hereof, duly authorized, executed and delivered by such existing participants; (c) Agent shall have received a Borrowing Base Certificate setting forth the Loans available to Borrower and other matters as provided for therein as of the date hereof as completed in a manner satisfactory to Agent and duly authorized, executed and delivered on behalf of Borrower; (d) all requisite corporate action and proceedings in connection with a counterparty reasonably acceptable to Lender, which Hedge this Agreement and the other Financing Agreements shall be effective through satisfactory in form and substance to Agent, and Agent shall have received all information and copies of all documents, including, without limitation, records of requisite corporation action and proceedings which Agent may have requested in connection therewith, such documents where requested by Agent or its counsel to be certified by appropriate corporate officers or governmental authorities; (e) no material adverse change shall have occurred in the Maturity Date assets, business or prospects of Borrower since the date of the Credit Facility. In financial statements of Borrower dated December 31, 1995 furnished by Borrower to Agent and Lender and Agent's latest field examination and no change or event shall have occurred which would impair the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien ability of Borrower to perform its obligations hereunder or security interest in and to under any of the other Financing Agreements to which it is a party or of Lender or Agent to enforce the Obligations or realize upon the Collateral. Debtor ; (f) Agent shall comply have received, in form and substance satisfactory to Agent, all consents, waivers, acknowledgments and other agreements from third persons which Agent may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the Collateral or to effectuate the provisions or purposes of this Agreement and the other Financing Agreements, including, without limitation, acknowledgments by lessors, mortgagees and warehousemen of Agent's security interests in the Collateral, waivers by such persons of any security interests, liens or other claims by such persons to the Collateral and agreements permitting Agent access to, and the right to remain on, the premises to exercise its rights and remedies and otherwise deal with the Collateral; (g) Agent shall have received true, correct and complete copies of the Management Stockholders Agreement, the Unwind Agreements and all agreements, documents and instruments executed and/or delivered in connection therewith, duly authorized, executed and delivered by the parties thereto; (h) Agent shall have received evidence of its obligations insurance and loss payee endorsements required hereunder and under the terms other Financing Agreements, in form and provisions of such Hedge Agreementsubstance satisfactory to Agent, and Debtor certificates of insurance policies and/or endorsements naming Agent as loss payee, all at Borrower's cost and expense; (i) Agent shall take have received, in form and substance satisfactory to Agent, such opinion letters of counsel to Borrower with respect to the Financing Agreements and such other matters as Agent may request; (j) the other Financing Agreements and all actions reasonably requested by Lender instruments and documents hereunder and thereunder shall have been duly executed and delivered to enforce Debtor’s rights under such Hedge Agreement Agent, in form and substance satisfactory to Agent; (k) all representations and warranties contained herein and in the other Financing Agreements shall be true and correct in all material respects; and (l) no Event of Default shall have occurred and no event shall have occurred or condition be existing which, with notice or passage of a default by the counterparty thereunder and shall not waivetime or both, amend or otherwise modify any would constitute an Event of its rights thereunder without Lender’s prior written consentDefault.

Conditions Precedent. The obligations Section 1 hereof shall become effective on the date (the “Effective Date”) upon each of Lender under this Amendment shall be subject to the following conditions precedent that: have been satisfied: (a) Debtor shall have executed delivered to Lender receipt by the Administrative Bank of this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager duly executed and delivered by each of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; parties hereto; (b) Guarantor shall have executed receipt by the Administrative Bank of certificates of good standing of each Credit Party, in each case as in effect on the date hereof and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, in form and substance satisfactory to the Administrative Bank in its sole discretion; (c) receipt by the Administrative Bank of certified resolutions of each Borrower authorizing its entry into the transactions contemplated herein, as in effect on the Effective Date and with a counterparty reasonably satisfactory to the Administrative Bank; (d) receipt by the Administrative Bank of an updated Borrowing Base Certificate which is certified by the respective Obligors as correct and complete as of the Effective Date; (e) receipt by the Administrative Bank of written legal opinions of counsel to the Credit Parties, each dated as of the Effective Date, addressed to the Administrative Bank and in such form and substance as may be reasonably acceptable to Lenderthe Administrative Bank relating to such customary matters as the Administrative Bank may deem necessary or appropriate, which Hedge Agreement also shall provide that such legal opinions may be effective relied upon by the Administrative Bank’s permitted successors and assigns; (f) receipt by the Administrative Bank of an assistant secretary’s or other responsible officer’s certificate from each entity signing on behalf of a Credit Party certifying (A) the names and true signatures of the persons authorized to sign the Loan Documents to be delivered by the applicable Credit Party hereunder, (B) resolutions authorizing the execution and delivery of any Loan Documents required to be delivered by the applicable Credit Party hereunder and (C) attached thereto are certificates of existence and good standing (or its equivalent) for the applicable Credit Parties; (g) receipt by the Administrative Bank of the Third Amended and Restated Fee Letter, duly executed and delivered by each of the parties thereto; (h) payment of the Upfront Fees (as defined in the Third Amended and Restated Fee Letter); and (i) payment of all fees and other amounts due and payable on or prior to the date hereof, including pursuant to any Fee Letter (as defined on Annex A hereto) delivered as of the date hereof, and to the extent invoiced, payment of all reasonable and documented fees, expenses and other amounts due and payable on or prior to the date of this Amendment including, the fees, expenses and disbursements invoiced through the Maturity Date date of this Amendment of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than LenderAdministrative Bank’s special counsel, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge AgreementCadwalader, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consent▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP.

Conditions Precedent. The obligations of Lender under this Amendment shall be the Lenders hereunder are subject to the satisfaction (or written waiver) on or prior to execution hereof by the Lenders, of the following conditions precedent that: precedent, time being of the essence hereof: (a) Debtor The Borrower shall be in compliance with all the terms, covenants and provisions contained herein, and all representations and warranties contained herein shall be true in all material respects, and the Lenders shall have received a certificate signed by an officer of the Borrower to the foregoing effect; (b) All corporate and legal proceedings and all instruments in connection herewith and therewith shall be satisfactory in form and substance to the Lenders and their counsel and the Lenders shall have received all information and all documents and certificates (corporate and other) which the Lenders may reasonably have requested in connection herewith, such documents properly certified by proper corporate or governmental authorities; (c) The Borrower shall deliver to the Agent a duly executed delivered Landlord Waiver relating to Lender this Amendmentits principal place of business in a form acceptable to the Lenders; (d) The Borrower shall have entered into an amendment with its agreement with Financial Security Assurance ("FSA") (the "FSA AGREEMENT"), a THIRD AMENDED AND RESTATED PROMISSORY NOTE satisfactory in form to the Lenders, whereby FSA agrees to cap the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager cash retained in each of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; Spread Accounts at no more than twenty-one percent (b21%); (e) Guarantor The Borrower shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender the Lenders Amended Term Notes in the form and content; attached hereto as EXHIBIT B-1; (cf) Debtor The Borrower shall have paid Lender delivered to the Lenders written acknowledgment of the terms of this Forbearance Agreement by the holders of (i) the Stanwich Subordinated Debt and (ii) the ▇▇▇▇▇▇ Subordinated Debt and the April Subordinated Debt; (g) The Borrower shall have delivered to the Lenders an origination fee executed copy of unanimous written consent of the Borrower's Board of Directors authorizing the Borrower's execution of (A) the Forbearance Agreement, including but not limited to the consent to the appointment of a receiver included in SS.15 hereof and (B) the Amended Term Notes in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the aggregate principal amount of $29,562,500; (h) The Borrower shall have delivered to the Credit FacilityAgent an executed Excess Cash Flow Certificate for the month of October 1999, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date PROVIDED that for purposes of the Credit Facility. In Borrower's Excess Cash Flow calculation for the event Debtor enters into month of October, 1999 the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement $1,500,000 of additional Stanwich Subordinated Debt received by the Borrower in October 1999 shall not be secured included in the Borrower's cash receipts; (i) No event or circumstance shall have occurred which could have a Material Adverse Effect; and (j) The Lenders shall have received all such other agreements, information and certificates as the Lenders shall have reasonably requested, including but not limited to, the side letter executed by a lien or security interest the Company in and to any favor of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentLenders.

Conditions Precedent. The obligations This Waiver Agreement shall become effective on the date (the "Effective Date") on or after November 6, 2002 on which the following conditions precedent shall have been satisfied in the sole discretion of Lender the Administrative Agent: (a) the Administrative Agent shall have received a duly executed counterpart of this Waiver Agreement from each of the Company, the Owner, the Administrative Agent, the Security Agent, Participants constituting Required Participants and NEG; (b) other than with respect to the Known Defaults, no Default or Event of Default shall have occurred and be continuing; (c) NEG shall have caused PGET to execute an amendment to the PGET Gas Supply Agreement and the PGET Power Purchase Agreement pursuant to which amendment PGET agrees with the Company that the "Term" of each such Project Document as set out in Article 1 of each such Project Document shall not commence unless PGET has received written notice from the Administrative Agent (acting with the consent of the Required Participants) informing PGET that the term under this Amendment each such Project Document shall be commence on the date specified in such written notice; provided that, as of the date hereof and subject to the conditions precedent that: Company's right to receive revenues generated by the sale of test power and PGET's right to be reimbursed by the Company for gas purchased to provide such test power, the Company hereby acknowledges that it has no rights under, and PGET acknowledges that the Company has no obligations under, any contract entered into by PGET or any of its Affiliates as principal relating to the purchase or sale of gas or power which purport to be for the benefit of the Company or the Project; (ad) Debtor the Administrative Agent shall have executed delivered to Lender received in cash, for the account of the Lenders and Investors, interest and Investor Yield (as otherwise required under the Operative Documents) for the period from the date hereof through November 14, 2002 on $23,000,000 which represents the maximum amount that may be drawn on any one Funding Date occurring during the Waiver Period (provided that this Amendmentcondition precedent may only be satisfied if payment of such amount is made by a Person other than the Company); it being agreed that payment of such interest shall satisfy all obligations in respect of payment of such interest for such $23,000,000 during the period from the date hereof through November 14, 2002; (e) the Administrative Agent shall have received in cash, for the pro rata benefit of the Lenders and Investors, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS 1% of $23,000,000 ($225,000.00provided that this condition precedent may only be satisfied if payment of such amount is made by a Person other than the Company); and (f) as consideration either (i) the Security Agent (acting for the increase benefit of the Creditors) shall have been granted a Lien on the bank account maintained by the Company for the purpose of holding cash retainage under the EPC Contract (the "Retainage Account"); or (ii) other arrangements acceptable to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent Administrative Agent acting in its sole discretion have been put in place to ensure that funds on deposit in the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for Retainage Account cannot less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) be classified as the property of or an asset of the principal amount of Company; provided that: (i) the Credit Facility, amendment set forth in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement Section 3 shall not be secured by a lien or security interest effective until the additional condition precedent set out in and to clause (y) of Section 3 shall have been satisfied; (ii) the waivers set forth in Section 5 shall not be effective until the additional condition precedent set out in clause (c) of Section 5 shall have been satisfied; and (iii) the waivers set forth in Section 6 shall not be effective until the additional condition precedent set out in clause (c) of Section 6 shall have been satisfied; provided further that the Effective Date may occur notwithstanding the non-satisfaction of any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender additional conditions precedent referred to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder foregoing clauses (i), (ii) and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consent(iii).

Conditions Precedent. 8.1 The following are conditions to the obligations of Lender under the Underwriters to complete the transactions contemplated in this Amendment shall Agreement, which conditions may be subject to waived in writing in whole or in part by the conditions precedent that: Underwriters in their sole discretion: (a) Debtor shall have executed delivered all corporate actions required to Lender be taken by the Corporation in order to authorize the matters contemplated in this AmendmentAgreement, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in including without limitation the amount passing of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE all requisite resolutions of a manager directors of the general partner Corporation to approve the Prospectuses, to obtain the approval of Debtor and such other documents and instruments incidental and appropriate the Exchanges to the transaction provided for herein as Lender or its counsel may reasonably request; Offering and to validly offer, sell and distribute the Offered Shares, to pay the Underwriters’ Fee and to grant the Over-Allotment Option will have been taken; (b) Guarantor there shall be no requirement under applicable law and no requirement imposed on the Corporation by the Regulatory Authorities to obtain, nor shall the Corporation voluntarily seek, shareholder approval of the Offering or of the issuance of the Offered Shares and Additional Shares; (c) the Corporation will have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Regulatory Authorities for the Prospectuses, including, without limitation, the Passport Decision Documents in respect of the Prospectuses and to permit the Corporation to complete its obligations hereunder; (d) no order ceasing or suspending trading in any securities of the Corporation, or prohibiting the trade or distribution of any of the Offered Shares will have been issued and no proceedings for such purpose, to the best of the knowledge of the Corporation, will be pending or threatened; (e) the Corporation will have, within the required time set out hereunder, delivered or caused the delivery of the Comfort Letter, Bring Down Comfort Letter, Legal Opinions, U.S. Legal Opinion (if required in connection with sales in the United States), Material Subsidiary Opinions, Title Opinions, Officer’s Certificate and other Closing Materials, as applicable; (f) the Underwriters shall have executed received at the Time of Closing a letter from the transfer agent of the Corporation dated the Closing Date and signed by an authorized officer of such transfer agent confirming the issued capital of the Corporation; (g) the Underwriters not having exercised any rights of termination set forth in this Agreement; (h) as of the Closing Time, there shall be: no reports or information that in accordance with the requirements of Regulatory Authorities must be made publicly available in connection with the sale of the Offered Shares and Additional Shares that have not been made publicly available as required; no contracts, documents or other materials required to be filed with Regulatory Authorities in connection with the Prospectuses that have not been filed as required and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable the Underwriters; no contracts, documents or other materials required to Lender in form and content; (c) Debtor shall have paid Lender an origination fee be described or referred to in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) Prospectuses or the U.S. Memoranda that are not described or referred to as consideration for the increase required and delivered to the Note amount; and Underwriters; (di) Debtor there shall enter into, make all payments required under, and satisfy all conditions precedent not have occurred prior to the effectiveness ofTime of Closing, a Hedge Agreement any adverse material change in the business, affairs, operations, assets, liabilities (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.contingent or otherwise) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) or capital of the principal amount Corporation which could reasonably be expected to have a material adverse effect on the market price or value of the Credit FacilityOffered Shares; (j) the Corporation will have, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date as of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than LenderTime of Closing, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest complied in and to any of the Collateral. Debtor shall comply all material respects with all of its obligations under the terms covenants and provisions of such Hedge agreements contained in this Agreement, including without limitation, all requirements for approval for the listing of the Offered Shares on the Exchanges and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights the deliveries contemplated under section 5.1(l) herein; and (k) the representations and warranties of the Corporation contained in this Agreement will be materially true and correct as of the Time of Closing as if such Hedge Agreement in representations and warranties had been made as of the event Time of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentClosing.

Conditions Precedent. The (a) Conditions Precedent to the Participations in the Aircraft. It is agreed that the obligations of Lender under this Amendment shall be the Owner Trustee, the Owner Participant, the Indenture Trustee, the Subordination Agent and the Pass Through Trustee on behalf of each Pass Through Trust to participate in the transactions contemplated hereby on the Delivery Date are subject to the fulfillment to the satisfaction of each party (or waiver by such party), prior to or on the Delivery Date of the following conditions precedent, except that paragraphs (iii) and (v)(5), (xxi), (xxii) and (xxiii) shall not be a condition precedent that: to the obligations of the Pass Through Trustee, and paragraphs (aiv), (vii) Debtor (insofar as it relates certificates and documents to be delivered by the Owner Participant) and (xiv) shall not be a condition precedent to the obligation of the Owner Participant and paragraph (xxv) shall not be a condition precedent to the obligations of the Subordination Agent: (i) At least three (3) Business Days prior to the Delivery Date, each of the parties hereto shall have executed delivered received the Delivery Notice pursuant to Lender Section 2(c). (ii) On the Delivery Date, no change shall have occurred after the date of the execution and delivery of this AmendmentAgreement in applicable law or regulations or guidelines or interpretations thereof by appropriate regulatory authorities which would make it a violation of law or regulations or guidelines for the Pass Through Trustee or the Owner Participant to make its Commitment available in accordance with Section 2. (iii) In the case of the Owner Participant, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the Pass Through Trustees shall have made available the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS their Commitments for the Aircraft in accordance with Section 2. ($45,000,000.00), a CLOSING CERTIFICATE of a manager iv) In the case of the general partner of Debtor and such other documents and instruments incidental and appropriate to Pass Through Trustees, the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor Owner Participant shall have made available the amount of its Commitment for the Aircraft in accordance with Section 2. (v) The following documents shall have been duly authorized, executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor by the respective party or parties thereto, shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, each be satisfactory in form and substance to the Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Trustee and with the Subordination Agent and shall be in full force and effect and executed counterparts shall have been delivered to the Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent, or their respective counsel, provided that only the Subordination Agent on behalf of each Pass Through Trustee shall receive an executed original of such Pass Through Trustee's respective Equipment Note and provided, further, that an excerpted copy of the Purchase Agreement shall only be delivered to and retained by the Owner Trustee (but the Indenture Trustee shall also retain an excerpted copy of the Purchase Agreement which may be inspected by the Owner Participant and its counsel prior to the Delivery Date and subsequent to the Delivery Date may be inspected and reviewed by the Indenture Trustee if and only if there shall occur and be continuing an Indenture Event of Default), the chattel paper counterpart of the Lease and the Lease Supplement covering the Aircraft dated the Delivery Date shall be delivered to the Indenture Trustee, the Tax Indemnity Agreement need only be satisfactory to the Owner Participant and Lessee and shall only be delivered to Lessee and the Owner Participant and their respective counsel: (1) an excerpted copy of the Purchase Agreement (insofar as it relates to the Aircraft); (2) the Purchase Agreement Assignment; (3) the Lease; (4) a counterparty reasonably acceptable Lease Supplement covering the Aircraft dated the Delivery Date; (5) the Tax Indemnity Agreement; (6) the Trust Agreement; (7) a Trust Indenture and Trust Supplement covering the Aircraft dated the Delivery Date; (8) the ▇▇▇▇ of Sale; (9) the FAA ▇▇▇▇ of Sale; (10) an acceptance certificate covering the Aircraft in the form agreed to Lenderby the Owner Participant and Lessee (herein called the "Acceptance Certificate") duly completed and executed by the Owner Trustee or its agent, which Hedge Agreement may be a representative of Lessee, and by such representative on behalf of Lessee; (11) the Trust Indenture; (12) the Equipment Notes; (13) the Consent and Agreement; and (14) the French Law Pledge Agreement. In addition, the Pass Through Trustee and the Owner Participant each shall be effective through the Maturity Date have received executed counterparts or conformed copies of the Credit Facility. In following documents: (1) each of the event Debtor enters into Pass Through Trust Agreements; (2) the Hedge Intercreditor Agreement; (3) the Liquidity Facility for each of the Class G and Class C Pass Through Trusts; and (4) the Policy Provider Agreement referenced herein with a financial institution other than Lenderand the Policy for the Class G Pass Through Trust. (vi) A Uniform Commercial Code financing statement or statements covering all the security interests created by or pursuant to the Granting Clause of the Trust Indenture that are not covered by the recording system established by the Transportation Code shall have been executed and delivered by the Owner Trustee, Debtor acknowledges and agrees that arrangements satisfactory to the Owner Participant and the Indenture Trustee shall have been made for the filing of such Hedge Agreement financing statement or statements in all places necessary or advisable, and any additional Uniform Commercial Code financing statements deemed advisable by the Owner Participant or the Pass Through Trustee shall have been executed and delivered by Lessee or the Owner Trustee and arrangements satisfactory to the Owner Participant and the Indenture Trustee shall have been made for the filing of such financing statements. (vii) The Owner Trustee, the Owner Participant, the Indenture Trustee, Pass Through Trustee and the Subordination Agent shall have received the following, in each case in form and substance satisfactory to it (except it shall not be secured a condition to the obligation of any such party that it receive a certificate or other document required to be delivered by it): (1) an incumbency certificate of Lessee as to the person or persons authorized to execute and deliver the Operative Documents to which the Lessee is a lien party and any other documents to be executed on behalf of Lessee in connection with the transactions contemplated hereby and the signatures of such person or security interest in and to any persons; (2) a copy of the Collateral. Debtor shall comply resolutions of the board of directors of Lessee or Lessee's executive committee, certified by the Secretary or an Assistant Secretary of Lessee, duly authorizing the transactions contemplated hereby and the execution and delivery of each of the documents required to be executed and delivered on behalf of Lessee in connection with all the transactions contemplated hereby; and (3) a copy of its obligations the certificate of incorporation of Lessee, certified by the Secretary of State of the State of Delaware, a copy of the by-laws of Lessee certified by the Secretary or Assistant Secretary of Lessee, and a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date shortly prior to the closing, as to the due incorporation and good standing of Lessee in such state. (1) an incumbency certificate of the Indenture Trustee as to the person or persons authorized to execute and deliver the Operative Documents to which the Indenture Trustee is a party and any other documents to be executed on behalf of the Indenture Trustee in connection with the transactions contemplated hereby and the signatures of such person or persons; (2) a copy of the resolutions of the board of directors of the Indenture Trustee, certified by the Secretary or an Assistant Secretary of the Indenture Trustee, duly authorizing the transactions contemplated hereby and the execution and delivery of each of the documents required to be executed and delivered on behalf of the Indenture Trustee in connection with the transactions contemplated hereby; (3) a copy of the articles of association of the Indenture Trustee certified by the Comptroller of the Currency, a copy of the by-laws of the Indenture Trustee certified by the Secretary or an Assistant Secretary of the Indenture Trustee, and a certificate or other evidence from the Comptroller of the Currency, dated as of a date shortly prior to closing, as to the existence of the Indenture Trustee under the terms laws of the United States of America; and (4) a certificate signed by an authorized officer of the Indenture Trustee, dated the Delivery Date, certifying that the representations and provisions warranties contained herein of the Indenture Trustee are correct in all material respects as though made on and as of the Delivery Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such Hedge Agreementearlier date). (1) an incumbency certificate of the Owner Trustee as to the person or persons authorized to execute and deliver the Operative Documents to which the Owner Trustee is a party and any other documents to be executed on behalf of the Owner Trustee in connection with the transactions contemplated hereby and the signatures of such person or persons; (2) a copy of the resolutions of the board of directors of the Owner Trustee, certified by the Secretary or an Assistant Secretary of the Owner Trustee, duly authorizing the transactions contemplated hereby and the execution and delivery of each of the documents required to be executed and delivered on behalf of the Owner Trustee in connection with the transactions contemplated hereby; (3) a copy of the articles of association of the Owner Trustee certified by the Comptroller of the Currency, a copy of the by-laws of the Owner Trustee certified by the Secretary or an Assistant Secretary of the Owner Trustee and a certificate or other evidence from the Comptroller of the Currency, dated as of a date shortly prior to closing, as to the good standing of the Owner Trustee; and (4) a certificate signed by an authorized officer of the Owner Trustee, dated the Delivery Date, certifying that the representations and warranties contained herein of the Owner Trustee (in its individual capacity and as trustee) are correct in all material respects as though made on and as of the Delivery Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date). (1) an incumbency certificate of the Owner Participant as to the person or persons authorized to execute and deliver the Operative Documents to which the Owner Participant is a party and any other documents to be executed on behalf of the Owner Participant in connection with the transactions contemplated hereby and the signatures of such person or persons; (2) a copy of the resolutions of the board of directors of the Owner Participant, certified by the Secretary or an Assistant Secretary of the Owner Participant, duly authorizing the transactions contemplated hereby and the execution and delivery of each of the documents required to be executed and delivered on behalf of the Owner Participant in connection with the transactions contemplated hereby have been duly authorized; (3) a copy of the certificate of incorporation of the Owner Participant certified by the Secretary of State of the State of [-], a copy of the by-laws of the Owner Participant, each certified by the Secretary or an Assistant Secretary of the Owner Participant, and Debtor a certificate or other evidence from the Secretary of State of the State of [-], dated as of a date shortly prior to closing, as to the due incorporation and good standing of the Owner Participant in such state; and (4) a certificate signed by an authorized officer of the Owner Participant, dated the Delivery Date, certifying that the representations and warranties contained herein of the Owner Participant are correct in all material respects as though made on and as of the Delivery Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date). (viii) All appropriate action required to have been taken prior to the Delivery Date in connection with the transactions contemplated by this Agreement shall take have been taken by the Federal Aviation Administration, or any governmental or political agency, subdivision or instrumentality of the United States, and all actions reasonably requested orders, permits, waivers, authorizations, exemptions and approvals of such entities required to be in effect on the Delivery Date in connection with the transactions contemplated by Lender this Agreement shall have been issued, and all such orders, permits, waivers, authorizations, exemptions and approvals shall be in full force and effect on the Delivery Date. (ix) The Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent shall have received a certificate signed by an authorized officer of Lessee to enforce Debtor’s rights under such Hedge Agreement the effect that: (1) the Aircraft has been duly certified by the Federal Aviation Administration as to type and has a current certificate of airworthiness; (2) the FAA ▇▇▇▇ of Sale, the Lease, the Lease Supplement, the Trust Indenture and the Trust Supplement covering the Aircraft shall have been duly filed for recordation (or shall be in the event process of a default being so duly filed for recordation) with the Federal Aviation Administration, and the Trust Agreement shall have been filed (or shall be in the process of being so filed) with the Federal Aviation Administration; (3) application for registration of the Aircraft in the name of the Owner Trustee (together with any required affidavits) has been duly made with the Federal Aviation Administration; (4) the representations and warranties contained herein of Lessee are correct in all material respects as though made on and as of the Delivery Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties were correct on and as of such earlier date); and (5) the conditions to the purchase of the Equipment Notes by the counterparty thereunder Pass Through Trustees under the Pass Through Documents have been duly satisfied or waived in accordance with their respective terms. (x) In the case of the Pass Through Trustees, the conditions specified in Section 3 of the Note Purchase Agreement shall have been satisfied or waived. (xi) The Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent shall not waivehave received, amend or otherwise modify any addressed to each such party, an opinion dated the Delivery Date substantially in the form of its rights thereunder without Lender’s prior written consentExhibit A hereto from Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (Illinois), special counsel for Lessee, and an opinion dated the Delivery Date substantially in the form of Exhibit B hereto from Lessee's legal department. (xii) The Pass Through Trustee and the Owner Participant shall have received, addressed to the Pass Through Trustee, the Indenture Trustee, the Owner Participant, the Owner Trustee and Lessee, an opinion dated the Delivery Date substantially in the form of Exhibit C hereto from ▇▇▇▇▇▇▇▇ Chance, with respect to the Manufacturer Documents. (xiii) The Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent shall have received, addressed to each such party, an opinion dated the Delivery Date substantially in the form of Exhibit D hereto from Ray, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special counsel for the Owner Trustee. (xiv) The Owner Trustee, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent shall have received, addressed to each such party, an opinion dated the Delivery Date substantially in the form of Exhibit E-1 hereto from [-], special counsel for the Owner Participant, and an opinion dated the Delivery Date substantially in the form of Exhibit E-2 hereto from the Owner Participant's in-house counsel. (xv) The Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent shall have received, addressed to each such party, an opinion dated the Delivery Date substantially in the form of Exhibit F hereto from ▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C., special FAA counsel. (xvi) The Owner Trustee, the Owner Participant, the Pass Through Trustee and the Subordination Agent shall have received, addressed to each such p

Conditions Precedent. The obligations of Lender under this This Fourth Amendment shall not be subject effective until the Administrative Agent shall have determined in its sole discretion that all proceedings of the Borrower taken in connection with this Fourth Amendment and the transactions contemplated hereby shall be satisfactory in form and substance to the conditions precedent that: Administrative Agent and the Borrower has satisfied the following conditions: (a) Debtor the Borrower shall have executed delivered to Lender this Amendment, the Administrative Agent a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager loan certificate of the general partner Borrower certifying (i) as to the accuracy of Debtor its representations and such warranties set forth in Article V of the Credit Agreement, as amended by this Fourth Amendment and the other Loan Papers, (ii) that there exists no Default or Event of Default, and the execution, delivery and performance of this Fourth Amendment will not cause a Default or Event of Default, except those Defaults and Events of Default specifically waived hereby, (iii) as to resolutions authorizing the Borrower to execute, deliver and perform this Fourth Amendment and all Loan Papers and other documents and instruments incidental delivered or executed in connection with this Fourth Amendment, (iv) that it has complied with all agreements and appropriate conditions to be complied with by it under the transaction provided for herein as Lender Credit Agreement, the other Loan Papers and this Fourth Amendment by the date hereof and (v) that it has received all consents, amendments and waivers from all Persons necessary or its counsel may reasonably request; required, if any, to (A) enter into this Amendment or (B) effectuate the amendments set forth above, including, without limitation, under the Indenture and related documentation and under the AUSP Credit Agreement and related documentation; (b) Guarantor the Borrower shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable the Administrative Agent and Lenders legal opinions from counsel to Lender the Borrower and its Restricted Subsidiaries regarding this Fourth Amendment and such other matters as reasonably requested by Special Counsel, including, without limitation, opinions regarding the waivers, consents and amendments in form connection with the Indenture and contentAUSP Credit Agreement, and the related agreements; and (c) Debtor the Borrower shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter intodelivered such other documents, make all payments required underinstruments, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facilitycertificates, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent shall deem necessary or appropriate in connection with this Fourth Amendment and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consenttransactions contemplated hereby.

Conditions Precedent. The obligations of Lender under this This Amendment shall be subject to become effective as of the date on which the following conditions precedent that: are satisfied (such date, the “Second Amendment Effective Date”): (a) Debtor The Administrative Agent (or its counsel) shall have received from each Borrower, each other Loan Party and the Required Lenders a counterpart of this Amendment duly executed and delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount on behalf of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; party; (b) Guarantor The Administrative Agent shall have executed received a written notice from the Borrower Representative pursuant to Section 2.01.16 voluntarily reducing the aggregate Floor Plan Commitments and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form Floor Plan Line of Credit Dollar Cap by $45,000,000 on and content; as of the Second Amendment Effective Date; (c) Debtor The Administrative Agent shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase received all fees and other amounts due and payable on or prior to the Note amount; Second Amendment Effective Date and reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party pursuant to the terms of the Credit Agreement; (d) Debtor The Administrative Agent shall enter intohave received all documentation and other information required by any Lenders or the Issuing Bank to evidence or facilitate both the Borrowers’ and each Lender’s compliance with all applicable Laws and regulations, make including, all payments “know your customer” rules in effect from time to time pursuant to the Bank Secrecy Act, the USA Patriot Act and other applicable Laws on or prior to the date which is five (5) Business Days prior to the Second Amendment Effective Date; and (e) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower Representative either (i) certifying that all shareholder and corporate consents and approvals, material governmental and third party consents and approvals required underin connection with the execution and delivery of this Amendment (all of which shall be final with no waiting period to expire or ongoing governmental inquiry or investigation) shall have been duly given or recorded, and satisfy all conditions precedent that any such consents, licenses, approvals and agreements shall be in full force and effect, or (ii) stating that no such consents, licenses or approvals are so required upon giving effect to this Amendment. The Administrative Agent shall notify the effectiveness of, a Hedge Agreement (governed by Borrowers and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) the Lenders of the principal amount of the Credit FacilitySecond Amendment Effective Date, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement such notice shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges conclusive and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentbinding.

Conditions Precedent. The obligations occurrence of Lender under this Amendment shall be the Increase Amount Date is subject to the conditions precedent that: (a) Debtor following conditions: A. the Administrative Agent shall have received signature pages for this Increase Joinder from Borrower and the Incremental Lenders; B. the Administrative Agent shall have received from Borrower a certificate, executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in by the amount secretary of FORTY-FIVE MILLION AND NO/100 DOLLARS Borrower ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and or such other documents and instruments incidental and appropriate officer as may be acceptable to the transaction provided for herein as Lender or its counsel may reasonably request; (bAdministrative Agent) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase substance satisfactory to the Note amount; and (d) Debtor shall enter intoAdministrative Agent, make all payments required under, and satisfy all conditions precedent to the effectiveness of, attaching a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) copy of the principal amount of the Credit Facilityresolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors (or similar body) of Borrower (or a duly authorized committee thereof) authorizing the execution, delivery and with a counterparty reasonably acceptable to Lenderperformance of this Increase Joinder and the related transactions; C. Borrower shall have provided written notice of their request for the Incremental Facility, which Hedge Agreement notice shall be effective through the Maturity Date include all such information required by Section 2.20(a) of the Credit Facility. In Agreement and shall have been delivered to the event Debtor enters Administrative Agent at least five Business Days prior to the Increase Amount Date; D. the Administrative Agent shall have received from Borrower a certificate in form and substance satisfactory to the Administrative Agent, which certificate has been executed by the secretary of Borrower (or other such officer as may be acceptable to the Administrative Agent) and certifies that (i) no Default or Event of Default exists; (ii) the representations and warranties contained in Article III of the Credit Agreement and the other Loan Documents are true and correct as of the date hereof in all material respects, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date; and (iii) the Borrower and its Restricted Subsidiaries are in compliance, on a Pro Forma Basis, with the Financial Performance Covenants recomputed as at the last day of the most recently ended fiscal quarter of the Borrower and its Restricted Subsidiaries. E. Borrower shall have paid all amounts owed pursuant to Section 2.16 of the Credit Agreement in connection with the provisions of the Incremental Commitments; F. Borrower shall have paid all amounts owed pursuant to Section 8 hereof; G. Borrower and each Subsidiary Loan Party shall have entered into and delivered to the Hedge Agreement referenced herein with Administrative Agent and the Collateral Agent, reaffirmations of the guarantees and the security interests and Liens granted by such Persons under the Collateral Documents in a financial institution other than form reasonably satisfactory to the Administrative Agent and Collateral Agent; H. Borrower shall have paid to the Administrative Agent, for the benefit of each Incremental Revolving Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and fee equal to any 0.50% of the Collateral. Debtor shall comply with all aggregate amount of its obligations under the terms and provisions of each such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Incremental Lender’s prior written consentIncremental Commitment on the Increase Amount Date; and Borrower shall have paid to RBS Securities Inc., as lead arranger with respect to this Increase Joinder, such fees as Borrower and RBS Securities Inc. have separately agreed to; and I. the Administrative Agent shall be satisfied that, on and as of the Increase Amount Date, the Revolving Commitments shall have increased by at least $10.0 million pursuant to this Increase Joinder.

Conditions Precedent. The obligations In addition to any other conditions contained herein or in the Loan Agreement, as in effect immediately prior to the date hereof, with respect to the Loans, Letter of Lender under Credit Accommodations and other financial accommodations available to Borrower (all of which conditions, except as modified or made pursuant to this Ninth Ratification Amendment shall be subject remain applicable to the Loans and be applicable to Letter of Credit Accommodations and other financial accommodations available to Borrower), the following are conditions precedent that: (a) Debtor to Lender’s obligation to extend further loans, advances or other financial accommodations to Borrower pursuant to the Loan Agreement: 5.1 Borrower and Guarantors shall have executed delivered execute and/or deliver to Lender this Ninth Ratification Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE and all other Financing Agreements that Lender may request to be delivered in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facilityconnection herewith, in form and substance satisfactory to Lender; 5.2 No trustee, examiner or receiver or the like shall have been appointed or designated with respect to Borrower or any Guarantor, as debtor and with a counterparty reasonably acceptable debtor-in-possession, or its business, properties and assets; 5.3 Borrower and Guarantors shall execute and/or deliver to Lender all other Financing Agreements, and other agreements, documents and instruments, in form and substance satisfactory to Lender, which, in the good faith judgment of Lender are necessary or appropriate and implement the terms of this Ninth Ratification Amendment and the other Financing Agreements, as modified pursuant to this Ninth Ratification Amendment, all of which Hedge Agreement contains provisions, representations, warranties, covenants and Events of Default, as are reasonably satisfactory to Lender and its counsel; 5.4 Each of Borrower and Guarantors shall comply in full with the notice and other requirements of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, and the terms and conditions of the Final DIP Financing Order in a manner acceptable to Lender and its counsel; 5.5 No objection has been filed by any interested party to the terms and conditions of this Ninth Ratification Amendment and Borrower and Guarantors are authorized, in accordance with the terms of the Final DIP Financing Order, to execute, deliver, comply with and fully be bound by this Ninth Ratification Amendment; and 5.6 No Default or Event of Default shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to continuing under any of the Collateral. Debtor shall comply with all Financing Agreements, as of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentdate hereof.

Conditions Precedent. The obligations This Amendment shall become effective on the date when all of Lender the following conditions, the fulfillment of each of which is a condition precedent to the effectiveness of this Amendment, shall have occurred: (A) CIT shall have received a fully executed counterpart or original of this Amendment and the Term Note, together with a First Amendment to the Factoring Agreement, in substantially the form annexed hereto as Exhibit B, and a letter agreement executed in favor of CIT by each of the Guarantors, by the Parent, as pledgor under the Stock Pledge Agreement, and by the Trademark Affiliate, as party to the Trademark Agreement, in substantially the form annexed hereto as Exhibit C. (B) CIT shall have received a Certificate of the Secretary of the Borrower relating to the adoption of the resolutions of the Board of Directors of the Borrower, approving this Amendment, and a Solvency Certificate from the chief financial officer of the Parent and the Borrower; (C) Upon the effectiveness of this Amendment, all representations and warranties set forth in the Credit Agreement (except for such inducing representations and warranties that were only required to be true and correct as of a prior date) shall be true and correct in all material respects on and as of the effective date hereof, and no Event of Default shall have occurred and be continuing; (D) No event or development shall have occurred since the date of delivery to CIT of the most recent financial statements of the Parent and its Subsidiaries which event or development has had or is reasonably likely to have a Material Adverse Effect; (E) All corporate and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be subject to the conditions precedent that: (a) Debtor shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender satisfactory in form and content; substance to CIT and its counsel; (cF) Debtor CIT shall have paid Lender an origination received payment for its own account of a closing fee in the amount of TWO HUNDRED TWENTY$250,000, which shall be payable in cash and which, when paid, shall be deemed to be fully earned and non-FIVE THOUSAND AND NO/100 DOLLARS refundable; ($225,000.00G) as consideration for The Redemption shall have been consummated in accordance with the increase terms of the agreement described in the definition of such term, all of the conditions precedent to its effectiveness shall have occurred, and CIT and its counsel shall have received and reviewed to their satisfaction true and correct copies all of material documents and agreements executed or delivered in connection with the Note amountRedemption; (H) CIT shall have received and reviewed to its satisfaction an appraisal of the trademarks and other intellectual property of the Trademark Affiliate; and (dI) Debtor CIT shall enter intohave received a legal opinion from the firm of Parker Chapin Flattau & Klimpl, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit FacilityLLP, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of satisfactor▇ ▇▇ ▇▇▇ ▇▇▇ its obligations under the terms and provisions of such Hedge Agreementcounsel, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement further agreements, consents, instruments and documents as may be necessary or proper in the event reasonable opinion of a default by CIT and its counsel to carry out the counterparty thereunder provisions and shall not waive, amend or otherwise modify any purposes of its rights thereunder without Lender’s prior written consentthis Amendment.

Conditions Precedent. The (a) Notwithstanding the Execution Date, the obligations of Lender the Parties to perform this Agreement, other than the Parties respective obligations under this Amendment Section 2.2 and Articles 11, 14, 15, 16, 17, 18 and 19 are conditioned upon and, unless otherwise waived in writing by both Parties, shall not become effective or binding until; (i) Receipt by Seller of those Governmental Authorizations necessary for the construction and operation of the Facility as set forth on Attachment A (such Attachment A will be subject to updating based on the conditions precedent that: (aagreed Facility Design) Debtor shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; substance reasonably satisfactory to Seller; (cii) Debtor Seller shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTYprocured all material rights-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration of-way, easements, or other property or contract rights, including technology licensing agreements, necessary for the increase construction and operation of the Facility and in form and substance reasonably satisfactory to Seller, excluding such rights-of-way, easement, or other property or contract rights that Seller determines will be procured during construction; (iii) Achievement of Financial Closing with respect to all Financing necessary for Seller to proceed with the Note amountconstruction of the Facility; and and (div) Debtor Seller shall enter intohave entered into engineering, make all payments required underprocurement, and satisfy all conditions precedent to construction agreements for the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) construction of the principal amount of the Credit Facility, in form and substance reasonably satisfactory to Seller. (b) From and after the date on which the Facility Design is established, Seller shall use commercially reasonable efforts to satisfy all of the conditions precedent set forth in Section 2.2(a) (collectively, the “Conditions Precedent”) on or before December 31, 2021 (as may be extended hereunder, the “CP Deadline”); provided, however, that the CP Deadline may be extended upon the mutual agreement of the Parties. Seller shall provide to Buyer any reasonably requested documentation necessary for Buyer to verify the fulfillment of the Conditions Precedent. (c) Seller shall provide Buyer with updates on a counterparty reasonably acceptable monthly basis regarding the status of the Conditions Precedent. Once the Conditions Precedent are fully achieved, Seller shall provide Buyer with prompt notice of their satisfaction. (d) In the event that all of the Conditions Precedent have not been satisfied or waived on or before the CP Deadline, then for so long as such conditions shall remain unsatisfied either Party shall be permitted to Lenderterminate this Agreement by furnishing the other Party with written notice of termination in accordance with ☒Section 19.6 specifying a date of termination of this Agreement; provided, which Hedge however, that (i) the right to so terminate this Agreement shall be effective through the Maturity Date expire if all of the Credit FacilityConditions Precedent are satisfied or waived and (ii) any notice of such termination previously issued shall be automatically deemed withdrawn and of no force or effect, if all of the Conditions Precedent are satisfied or waived prior to the termination date specified in such notice of termination. In the event Debtor enters into of a termination pursuant to this Section 2.2, this Agreement shall forthwith become null and void and of no further force or effect, and the Hedge Agreement referenced herein with a financial institution Parties shall be released and discharged from any and all obligations arising or accruing hereunder (other than Lender, Debtor acknowledges the obligations relating to confidentiality pursuant to Section 19.10 hereof and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations those arising under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder Section 2.2(e)) and shall not waive, amend or otherwise modify incur any liability to each other as a result of its rights thereunder without Lender’s prior written consentsuch termination. (e) [**].

Conditions Precedent. The obligations 4.1 Conditions Precedent to Initial Loans and Letter of Lender under this Amendment shall be subject Credit ---------------------------------------------------------- Accommodations. Each of the following is a condition precedent to Agent and -------------- Lenders making the conditions precedent that: initial Loans and providing the initial Letter of Credit Accommodations hereunder: (a) Debtor Agent shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facilityreceived, in form and substance reasonably satisfactory to Agent, all releases, terminations and such other documents as Agent may reasonably request to evidence and effectuate the termination by the existing lenders to Borrowers and Obligors of their respective financing arrangements with a counterparty reasonably acceptable to LenderBorrowers and Obligors and the termination and release by it or them, which Hedge Agreement shall be effective through as the Maturity Date case may be, of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security any interest in and to any assets and properties of each Borrower and each Obligor, duly authorized, executed and delivered by it or each of them, including, but not limited to, (i) UCC termination statements for all UCC financing statements previously filed by it or any of them or their predecessors, as secured party and each Borrower or any Obligor, as debtor and (ii) satisfactions and discharges of any mortgages, deeds of trust or deeds to secure debt by any Borrower or any Obligor in favor of such existing lenders or any agent for them, in form acceptable for recording with the appropriate Governmental Authority excluding Permitted Liens which shall not be terminated; (b) all requisite corporate action and proceedings in connection with this Agreement and the other Financing Agreements shall be satisfactory in form and substance to Agent, and Lenders shall have received all information and copies of all documents, including records of requisite corporate, and other action and proceedings which Agent may have reasonably requested in connection therewith, such documents where requested by Agent or its counsel to be certified by appropriate corporate officers or Governmental Authority (and including a copy of the certificate of incorporation, formation or other organization document of any of Borrowers certified by the Secretary of State (or equivalent Governmental Authority) which shall set forth the same complete corporate name of any of Borrowers as is set forth herein and such document as shall set forth the organizational identification number of any of Borrowers, if one is issued in its jurisdiction of incorporation; (c) no material adverse change shall have occurred in the assets, businesses or prospects of Borrowers and Obligors, taken as a whole, since the date of the commencement of Agent's latest field examination and no change or event shall have occurred which would impair the ability of Borrowers and Obligors, taken as a whole, to perform their obligations hereunder or under any of the other Financing Agreements to which any of them is party or of Agent to enforce the Obligations or realize upon the Collateral. Debtor Without limiting the generality of the foregoing (i) no investigation, litigation or other proceedings shall comply be pending or threatened against any Borrower, LBH, Inc. or any Obligor or any affiliate as of the closing which could have a Material Adverse Effect in the good faith determination of Agent and Lenders, and (ii) the Collateral shall not have materially declined in value from the values set forth in any of the appraisals or field examinations previously done; (d) Agent shall have completed a field review of the Records and such other information with respect to the Collateral as Agent may reasonably require to determine the amount of Loans available to Borrowers (including, without limitation, current perpetual inventory records and/or roll-forwards Inventory through the date of closing, together with such supporting documentation as may be reasonably necessary or appropriate, and other documents and information that will enable Agent to accurately identify and verify the Collateral and including documentation with respect to inventory in transit, goods in bonded warehouses or at other third party locations), the results of which each case shall be satisfactory to Agent in good faith, not more than three (3) Business Days prior to the date hereof; (e) Agent shall have received, in form and substance satisfactory to Agent, all consents, waivers, acknowledgments and other agreements from third persons which Agent may deem necessary or desirable in good faith in order to permit, protect and perfect its security interests in and liens upon the Collateral or to effectuate the provisions or purposes of this Agreement and the other Financing Agreements, including, without limitation, Collateral Access Agreements by owners and lessors of leased premises (other than Retail Store locations) of Borrowers and Obligors and by customs brokers, freight forwarders and cargo consolidators and warehouses at which Collateral is located; (f) Agent shall have received Credit Card Acknowledgments with respect to arrangements of Borrowers with Credit Card Issuers and Credit Card Processors, in each case, duly executed and delivered by the Credit Card Issuers and Credit Card Processors; (g) the Excess Availability as determined by Agent in good faith, as of the date hereof, shall be not less than $50,000,000 after giving effect to the initial Loans made or to be made and Letter of Credit Accommodations issued or to be issued in connection with the initial transactions hereunder; (h) Agent shall have received, in form and substance reasonably satisfactory to Agent, a Deposit Account Control Agreement by and among Agent, Borrowers, and each bank where Borrowers and Obligors have a Blocked Account, in each case, duly executed and delivered by such bank and Borrower (or shall be the bank's customer with respect to such deposit account as Agent may specify); (i) Agent shall have received evidence, in form and substance satisfactory to Agent, that Agent has a valid perfected first priority security interest in all of the Collateral (including, without limitation, one hundred (100%) percent of the issued and outstanding Capital Stock of FSC and sixty-five (65%) percent of the issued and outstanding Capital Stock of Kirkstone Company Limited, a company organized under the laws of Hong Kong and CS Insurance Ltd, a company organized under the laws of Bermuda); (j) Agent shall have received and reviewed UCC search results for those jurisdictions designated by Agent in which assets of Borrowers, and Obligors are located, which search results shall be in form and substance reasonably satisfactory to Agent; (k) Agent shall have received environmental audits of the Indiana Real Property and the Pennsylvania Real Property conducted by an independent environmental engineering firm acceptable to Lender, and in form, scope and methodology satisfactory to Agent, confirming (i) Borrowers are in compliance with all material applicable Environmental Laws and (ii) the absence of any material environmental problems; (l) Agent shall have received written appraisals of the Indiana Real Property and the Pennsylvania Real Property, in form, scope and methodology reasonably acceptable to Agent, by an appraiser acceptable to Agent and initial Lenders, addressed to Agent and on which Agent and Lenders are expressly permitted to rely; (m) Agent shall have received, in form and substance satisfactory to Agent, a valid and effective title insurance policy (title pro forma or marked- up commitment) issued by a company and agent acceptable to Agent (i) insuring the priority, amount and sufficiency of the Mortgages, (ii) insuring against matters that would be disclosed by surveys and (iii) containing any legally available endorsements, assurances or affirmative coverage requested by Agent for protection of its obligations interests; (n) Agent shall have received evidence of insurance and loss payee endorsements required hereunder and under the terms other Financing Agreements, in form and provisions of such Hedge Agreementsubstance satisfactory to Agent, and Debtor certificates of insurance policies and/or endorsements naming Agent as loss payee; (o) Agent shall take have received, in form and substance satisfactory to Agent, (i) a guarantee of payment by each Borrower of the Obligations owed by each of the Obligors and the Additional L/C Debtors, and (ii) a guarantee of payment by all actions Obligors of all Obligations, secured by a first and only security interest in favor of Agent granted by all Obligors, except as otherwise agreed in writing by Agent, in all of their existing and future assets constituting Collateral; (p) Agent and Lenders shall be satisfied that (A) as of the Closing Date Borrowers and Obligors taken as a whole, are not insolvent or will not become insolvent as a result of the transactions contemplated hereby, (i) Borrowers and Obligors, taken as a whole, do not have unreasonably small capital after the consummation of the transactions contemplated hereby to continue to engage in its business, and (ii) Borrowers and Obligors, taken as a whole, have not incurred liabilities as a result of the transactions contemplated hereby that are beyond their ability to pay as such liabilities mature. (q) Agent shall have received, at the expense of Borrowers, written appraisals of Borrowers' (and Lane ▇▇▇▇▇▇, Inc.'s) inventory, in form, scope and methodology reasonably requested acceptable to Agent and initial Lenders, by Lender an appraiser acceptable to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder Agent, addressed to Agent and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consent.on which Agent and Lenders are expressly permitted to rely;

Conditions Precedent. The obligations of Lender under this This Second Amendment shall be subject to not become effective until, and shall become effective on, the Business Day (the “Effective Date”) when each of the following conditions precedent that: shall have been satisfied: (a) Debtor Each holder of Notes shall have executed delivered to Lender received this Second Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in duly executed by the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; Company. (b) The Required Holders shall have consented to this Second Amendment as evidenced by their execution thereof. (c) Each Subsidiary Guarantor shall have executed and delivered consented to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee the terms of this Second Amendment by signing in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for appropriate space on the increase to the Note amount; and signature page hereof. (d) Debtor shall enter into, make all payments required under, The representations and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) warranties of the principal amount Company set forth in Section 3 hereof shall be true and correct as of the Credit Facility, date of the execution and delivery of this Second Amendment and as of the Effective Date. (e) Any consents or approvals from any holder or holders of any outstanding security or Debt of the Company and any amendments of agreements pursuant to which any securities or Debt may have been issued which shall be necessary to permit the consummation of the transactions contemplated hereby shall have been obtained and all such consents or amendments shall be reasonably satisfactory in form and substance to the holders and their special counsel. (f) Each holder shall have received such certificates of officers of the Company as it may reasonably request with a counterparty reasonably acceptable respect to Lenderthis Second Amendment and the transactions contemplated hereby. (g) The Company shall have paid the fees and disbursements of the holders’ special counsel, C▇▇▇▇▇▇ and C▇▇▇▇▇ LLP, incurred in connection with the negotiation, preparation, execution and delivery of this Second Amendment and the transactions contemplated hereby which Hedge Agreement fees and disbursements are reflected in the statement of such special counsel delivered to the Company at the time of the execution and delivery of this Second Amendment. (h) All limited liability company and other proceedings in connection with the transactions contemplated by this Second Amendment and all documents and instruments incident to such transactions shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution satisfactory to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions copies of such Hedge Agreement, and Debtor shall take all actions documents as you or they may reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consent.request. NRP (Operating) LLC Second Amendment

Conditions Precedent. The obligations of Lender the parties under this Amendment shall be Agreement are subject to the following conditions precedent that: with respect to each Closing Date: (a) Debtor The representations and warranties contained herein shall be accurate as of the date of delivery of the Replacement Collateral. (b) Sonnenschein, Nath & ▇▇▇▇▇▇▇▇▇ LLP, as counsel for the Parent and the Company and as Delaware counsel for the Company (the “Company Counsel”), shall have executed delivered to Lender this Amendmentan opinion, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager dated as of the general partner applicable Closing Date, addressed to each participating Holder and Taberna, in substantially the form set forth in Exhibit A-1 hereto. In rendering its opinion, the Company Counsel may rely as to factual matters upon certificates or other documents furnished by officers, directors and trustees of Debtor the Parent and the Company and by government officials and by and upon such other documents as such counsel may, in its reasonable opinion, deem appropriate as a basis for the Company Counsel’s opinion. The Company Counsel may specify the jurisdictions in which it is admitted to practice and instruments incidental that it is not admitted to practice in any other jurisdiction and is not an expert in the law of any other jurisdiction; provided, however, that Company Counsel must be admitted to practice in the State of New York. Such Company Counsel opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991). (c) DLA Piper LLP (US), local counsel for the Parent (the “Parent Local Counsel”), shall have delivered an opinion, dated as of the applicable Closing Date, addressed to each participating Holder and Taberna, in substantially the form set forth in Exhibit A-2 hereto. In rendering its opinion, the Local Counsel may rely as to factual matters upon certificates or other documents furnished by officers, directors and trustees of the Parent and by government officials and by and upon such other documents as such counsel may, in its reasonable opinion, deem appropriate as a basis for the Local Counsel’s opinion; provided, however, that copies of any such certificates or documents are delivered to each participating Holder. The Local Counsel may specify the transaction provided for herein jurisdictions in which it is admitted to practice and that it is not admitted to practice in any other jurisdiction and is not an expert in the law of any other jurisdiction. Such Local Counsel opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991). (d) Prior to each Closing Date, each party hereto shall furnish such further information, certificates and documents to each other party as Lender such other party or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) . If any of the principal amount conditions specified in this Section 3 shall not have been fulfilled when and as provided in this Agreement, or if any of the Credit Facilityopinions, certificates and documents mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to each participating Holder, Taberna, the Parent or their respective counsel, this Agreement and with any obligations of Taberna and each participating Holder hereunder, whether as a counterparty reasonably acceptable to Lenderholder of the Junior Subordinated Notes or as a prospective Holders of the Replacement Collateral, which Hedge Agreement may be canceled at, or at any time prior to, the Closing Date by Taberna, any participating Holder or the Parent, as the case may be. Notice of such cancellation shall be effective through given to the Maturity Date other party in writing or by telephone and confirmed in writing, or by e-mail or facsimile. Each certificate signed by any officer of the Credit Facility. In Parent or the event Debtor enters into Company and delivered to each participating Holder or their counsel in connection with the Hedge Agreement referenced herein with Exchange and the transactions contemplated hereby and thereby shall be deemed to be a financial institution other than Lender, Debtor acknowledges representation and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any warranty of the Collateral. Debtor shall comply with all of its obligations under Parent or the terms and provisions of such Hedge AgreementCompany, as the case may be, and Debtor shall take all actions reasonably requested not by Lender to enforce Debtor’s rights under such Hedge Agreement officer in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentindividual capacity.

Conditions Precedent. The obligations This Amendment will not become effective until all corporate actions of Lender under this Amendment Borrower and each of the Subsidiary/Debtors taken in connection herewith and the transactions contemplated hereby shall be subject satisfactory in form and substance to the Bank, and each of the following conditions precedent that: shall have been satisfied, all of which must occur on or before September 5, 2001: (a) Debtor Bank has received counterparts of this Amendment duly executed and duly delivered by Bank, Borrower, and each other party named on the signature page below, and the Term Note. (b) All fees and expenses, including reasonable legal and other professional fees and expenses incurred on or prior to the date of this Amendment by the Bank, including without limitation the fees and expenses of legal counsel and financial advisors to the Bank, shall have executed delivered been paid to Lender the extent that same have been billed. (c) The Bank shall have received a certificate of the Borrower certifying as to the accuracy, after giving effect to this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE of the representations and warranties set forth in the amount Loan Agreement, the other Loan Documents and this Amendment, that there exists no Default or Potential Default after giving effect to this Amendment, and that the execution, delivery and performance of FORTY-FIVE MILLION AND NO/100 DOLLARS this Amendment will not cause a Default or Potential Default. ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and d) The Bank shall have received such other documents documents, instruments and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender certificates, in form and content; substance reasonably satisfactory to the Bank, as the Bank shall deem necessary or appropriate in connection with this Amendment and the transactions contemplated hereby, including without limitation copies of resolutions of the boards of directors of each of Borrower and each Subsidiary/Debtor which is a party to the documents contemplated by this Amendment. (ce) Debtor The Bank shall have paid Lender an origination fee received true and correct copies of the Securities Agreement and all documents executed pursuant thereto or in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter intoconnection therewith, make all payments required under, and satisfy all conditions precedent to the effectiveness ofthereof shall have been satisfied other than the effectiveness of this Amendment, and such documents shall become effective simultaneous with the effectiveness of this Amendment. (f) The Bank shall have received a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of payment on the Term Loan in the principal amount of the Credit Facility$200,000, in form plus all accrued and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security unpaid interest in and to any of the Collateral. Debtor shall comply with all of its obligations due under the Term Loan through August 31, 2001. (g) The Bank shall have received a true and correct copy of any and all agreements between the Borrower and Lar▇▇ ▇▇▇▇▇▇ ▇▇on terms and provisions conditions satisfactory to the Bank addressing payment of such Hedge Agreementamounts due to Lar▇▇ ▇▇▇▇▇▇ ▇▇rsuant to that certain Stock Purchase Agreement dated December 19, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in 1997, between the event of a default by the counterparty thereunder and shall not waiveBorrower, amend or otherwise modify any of its rights thereunder without Lender’s prior written consent.Lar▇▇ ▇▇▇▇▇▇ ▇▇d Hereford Haven, Inc.

Conditions Precedent. The Save and except as expressly provided in Articles 4, 9, 10, 27, 37 and 40, or unless the context otherwise requires, the respective rights and obligations of Lender the Parties under this Amendment Agreement shall be subject to the satisfaction in full of the conditions precedent that: specified in this Clause 4.1 (a) Debtor the “Conditions Precedent”). The Concessionaire may, upon providing the Performance Security to the Authority in accordance with Article 9, by notice require the Authority to satisfy the Conditions Precedent set forth in this Clause. The Conditions Precedent obligations of the Authority shall be fulfilled when Authority shall have executed delivered procured notification of the Fee Notification as a Condition Precedent to Lender be fulfilled within a period of 45 (forty five days) from the date of this AmendmentAgreement. The Conditions Precedent required to be satisfied by the Concessionaire within, unless specifically stated, a THIRD AMENDED AND RESTATED PROMISSORY NOTE period of 120 (one hundred and twenty) days from the date of this Agreement or within any extended date agreed by the Authority, and in any case prior to the Appointed Date shall be deemed to have been fulfilled when the Concessionaire shall have: provided Performance Security2 to the Authority within the timelines and in terms of Clause 9.1 herein below; and executed and procured execution of the Escrow Agreement; and executed and procured execution of the Substitution Agreement with Lenders (if any) financing the Debt component of the Concession Fee, in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein format as Lender or its counsel may reasonably requestenclosed with this Agreement; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT the Authority a legal opinion from the legal counsel of the Concessionaire with respect to the authority of the Concessionaire to enter into this Agreement and the enforceability of the provisions thereof; and executed the Financing Agreements with ▇▇▇▇▇▇▇, fulfilled the preconditions set out therein, and achieved Financial Closure and delivered to the Authority 3 (three) true copies each of the Financial Agreements, Financial Package and the Financial Model acceptable to Lender Lenders in form respect of financing of the Debt, duly attested by a Director of the Concessionaire Pay to the Authority within “120” (one hundred and content; twenty) days of date of execution of Agreement, or any extended date agreed to by Authority but in any case prior to Appointed Date, the Concession Fee (cequivalent to its financial bid quote) Debtor shall have paid Lender of an origination fee amount of Rs. ……………………………. (Rupees ) by way of a (i) demand draft drawn on a Scheduled Commercial bank in India in favour of the Authority, and payable at Chennai or or (ii) online payment to the Authority’s designated account. Details of the designated bank account will be provided in the amount Letter of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS Award(LoA). 2 Suggested as 10% ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00ten percent) of the principal amount Threshold O&M Capacity as specified in Clause 2.2.2 (A) of the Credit FacilityRFP document, in form and substance and with a counterparty reasonably acceptable to Lenderbe subsequently escalated at Price Index every 5 (five) years. For annuity contract till the start of the O&M obligation, which Hedge Agreement the Performance Security shall be effective through the Maturity Date 5% (five percentage) of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest Threshold O&M Capacity as specified in and to any Clause 2.2.2 (A) of the Collateral. Debtor RFP document initially escalating manually at Price Index and then it shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested be stepped up by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consent100% (one hundred percent).

Conditions Precedent. 4.1 The obligations of Lender under this Amendment the Trust on behalf of the Target Fund and the Trust on behalf of the Acquiring Fund to effectuate the Reorganization shall be subject to the satisfaction of the following conditions precedent that: with respect to such Reorganization: (ai) Debtor The Trust shall have executed delivered to Lender this Amendmentfiled with the Securities and Exchange Commission (the “Commission”) a registration statement on Form N-14 under the Securities Act of 1933, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in as amended (the amount “Securities Act”) and such amendment or amendments thereto as are determined by the Board of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager Trustees of the general partner of Debtor and such other documents and instruments incidental Trust and/or DHCM to be necessary and appropriate to effect the transaction provided for herein as Lender or its counsel may reasonably request; registration of the Class A, Class C and Class I Acquiring Fund Shares (b) Guarantor the “Registration Statement”), and the Registration Statement shall have executed become effective, and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor no stop-order suspending the effectiveness of the Registration Statement shall have paid Lender an origination fee in been issued, and no proceeding for that purpose shall have been initiated or threatened by the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS Commission ($225,000.00and not withdrawn or terminated); (ii) as consideration Class A, Class C and Class I Acquiring Fund Shares shall have been duly qualified for the increase offering to the Note amount; public in all states in which such qualification is required for consummation of the transactions contemplated hereunder; (iii) All representations and (d) Debtor warranties of the Trust on behalf of the Target Fund contained in this Agreement shall enter intobe true and correct in all material respects as of the date hereof and as of the Closing, make all payments required underwith the same force and effect as if then made, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) Trust on behalf of the principal amount Acquiring Fund shall have received a certificate of an officer of the Credit Facility, Trust acting on behalf of the Target Fund to that effect in form and substance reasonably satisfactory to the Trust on behalf of the Acquiring Fund; (iv) All representations and with a counterparty reasonably acceptable to Lender, which Hedge warranties of the Trust on behalf of the Acquiring Fund contained in this Agreement shall be effective through the Maturity Date true and correct in all material respects as of the Credit Facilitydate hereof and as of the Closing, with the same force and effect as if then made, and the Trust on behalf of the Target Fund shall have received a certificate of an officer of the Trust acting on behalf of the Target Fund to that effect in form and substance reasonably satisfactory to the Trust on behalf of the Target Fund; (v) The Acquiring Fund and Target Fund shall have received an opinion, dated as of the Closing Date, of ▇▇▇▇▇▇▇▇ ▇▇▇▇ LLP, substantially to the effect that for U.S. federal income tax purposes: (a) The Acquiring Fund’s acquisition of the assets of the Target Fund in exchange solely for the Acquiring Fund Shares and the Acquiring Fund’s assumption of the liabilities of the Target Fund, followed by the Target Fund’s distribution of the Acquiring Fund Shares pro rata to the Target Fund’s shareholders actually or constructively in exchange for their Target Fund shares in complete liquidation of the Target Fund, should qualify as a “reorganization” as defined in Section 368(a)(1) of the Code, and the Target Fund and the Acquiring Fund each should be a “party to a reorganization” within the meaning of Section 368(b) of the Code. (b) Under Section 1032(a) of the Code, no gain or loss should be recognized by the Acquiring Fund upon the receipt of the assets of the Target Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Target Fund. (c) Under Section 361 of the Code, no gain or loss should be recognized by the Target Fund upon the transfer of the Target Fund’s assets to the Acquiring Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Target Fund or upon the distribution of the Acquiring Fund Shares to the Target Fund shareholders in exchange for their Target Fund shares in complete liquidation of the Target Fund. (d) Under Section 354(a)(1) of the Code, no gain or loss should be recognized by the Target Fund shareholders upon the exchange of their Target Fund shares for the Acquiring Fund Shares in complete liquidation of the Target Fund pursuant to the Reorganization. (e) Under Section 358(a)(1) of the Code, the aggregate adjusted tax basis of the Acquiring Fund Shares received by each Target Fund shareholder pursuant to the Reorganization should be the same as the aggregate adjusted tax basis of the Target Fund shares held by such shareholder immediately prior to the Reorganization. (f) Under Section 1223(1) of the Code, the holding period of the Acquiring Fund Shares received by each Target Fund shareholder in the Reorganization should include the period during which the Target Fund shares exchanged therefor were held by such shareholder (provided the Target Fund shares were held as capital assets on the date of the Reorganization). (g) Under Section 362(b) of the Code, the adjusted tax basis of the Target Fund’s assets acquired by the Acquiring Fund should be the same as the adjusted tax basis of such assets to the Target Fund immediately prior to the Reorganization. (h) Under Section 1223(2) of the Code, the holding period of the assets of the Target Fund in the hands of the Acquiring Fund should include the period during which those assets were held by the Target Fund (except where the Acquiring Fund’s investment activities may have the effect of reducing or eliminating an asset’s holding period). (i) The Acquiring Fund should succeed to and take into account the items of the Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury Regulations thereunder. In Such opinion shall be based on customary assumptions and such representations ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ LLP reasonably may request, and the event Debtor enters into Target Fund and Acquiring Fund will cooperate to make and certify the Hedge Agreement referenced accuracy of such representations. Notwithstanding anything herein to the contrary, the Trust may not waive the condition set forth in this paragraph. (vi) The Target Fund shall have declared and paid a dividend prior to the Closing Time, which, together with a financial institution other than Lenderall previous dividends, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and will have the effect of distributing to its shareholders all of the Target Fund’s investment company taxable income (within the meaning of Section 852(b)(2) of the Code, computed without regard to any deduction for dividends paid), if any, plus any excess of its interest income excludible from gross income under Section 103(a) of the Collateral. Debtor shall comply with Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all periods up to and including the Closing Date, and all of its obligations under the terms Target Fund’s net capital gain (as defined in Section 1222(11) of the Code), if any, for the avoidance of doubt after reduction for any usable capital loss carryforwards, recognized in all periods up to and provisions including the Closing Date; and (vii) The shareholders of such Hedge Agreement, and Debtor the Target Fund shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge have approved this Agreement in the event of at a default by the counterparty thereunder and shall not waive, amend or otherwise modify any special meeting of its rights thereunder without Lender’s prior written consentshareholders.

Conditions Precedent. The obligations This Amendment shall become effective on the first date upon which each of Lender under the following conditions precedent has been waived or satisfied in a manner satisfactory to Agent (such date being the “Amendment No. 1 Effective Date”): (i) Agent shall have received this Amendment, duly authorized, executed and delivered by Borrower, Agent and the Lenders (the Credit Agreement, Exhibits and Schedules thereto as so amended by this Amendment being referred to herein as the “Amended Credit Agreement”, the Guaranty and Security Agreement, Exhibits and Schedules thereto as so amended by this Amendment being referred to herein as the “Amended Guaranty and Security Agreement”, and the Amended Credit Agreement and the Amended Guaranty and Security Agreement being referred to herein, collectively, as the “Amended Loan Documents”); (ii) Agent shall have received a duly executed copy of the Intercreditor Agreement; (iii) Agent shall have received duly executed copies of the Term Loan Documents; (iv) on the date of this Amendment and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, nor shall either result from the entry into this Amendment; (v) the representations and warranties contained in Section 3 of this Amendment shall be subject true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of this Amendment and on the Amendment No. 1 Effective Date (except, in each case, to the conditions precedent that: extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (aexcept that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) Debtor on and as of such earlier date); (vi) Agent shall have executed delivered to Lender this Amendmentreceived an amendment fee of $50,000, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in which fee shall be for the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager ratable benefit of the general partner of Debtor Lenders and such other documents shall be fully earned and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably requestnon-refundable when paid; and (bvii) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor Borrower shall have paid all Lender an origination fee Group Expenses incurred in connection with the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS transactions evidenced by this Amendment ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent extent incurred on or prior to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit FacilityAmendment No. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consent1 Effective Date).

Conditions Precedent. The obligations of Lender Tournigan and Tournigan USA under this Amendment shall be Agreement are subject to and do not become binding until the earlier of: (a) the Canada Revenue Agency notifies Tournigan that the completion of the transactions contemplated by this Agreement will not prejudice Tournigan’s application for a favourable advance tax ruling in respect of its proposed reorganization announced May 28, 2007 (the “Tournigan Reorganization”); or (b) the Tournigan Reorganization has closed. The Parties will use their commercially reasonable best efforts to satisfy these conditions precedent. The conditions precedent are for the exclusive benefit of Tournigan, which may, but which is not required to, waive the condition precedent in whole or in part. The date upon which the conditions precedent that: have been satisfied (aor waived) Debtor shall have executed delivered will be the effective date of this Agreement (the “Effective Date”). Tournigan will notify the Optionor and Tournigan USA of the satisfaction of each condition precedent immediately upon such condition precedent being satisfied. Notwithstanding any other provision of this Agreement, the Optionor has the right to Lender terminate this AmendmentAgreement without any further obligation or liability if each of the conditions precedent has not been satisfied, a THIRD AMENDED AND RESTATED PROMISSORY NOTE or waived by Tournigan, by February 15, 2008. 2. The parties hereby covenant to observe, perform and be bound by the terms, conditions, covenants and provisions contained in the amount OTA Agreement , as amended by this Agreement. 3. The parties agree that this Agreement shall, from the effective date hereof, be read and construed along with the OTA Agreement and be treated as a part thereof for such purposes and, so far as may be necessary to effectuate this Agreement and the OTA Agreement, as applicable, shall be regarded as being hereby amended, and the OTA Agreement as amended by this Agreement, together with all terms and provisions thereof shall remain in full force and effect. 4. This Agreement may be executed in one or more counterparts, all of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00)which when duly executed will constitute a fully binding agreement between the parties hereto. In addition, a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel this agreement may reasonably request; (b) Guarantor shall have be executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form by facsimile, and content; (c) Debtor facsimile delivery shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration constitute good and sufficient delivery for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, purposes of creating a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentbinding agreement.

Conditions Precedent. The obligations effectiveness of Lender under this Amendment shall be is subject to the conditions precedent that: following conditions, which must be satisfied on or before April 30, 2009: (a) Debtor The Administrative Agent shall have executed delivered to Lender received signature pages for this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in Amendment from Borrower and the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; Required Lenders; (b) Guarantor Borrower shall deliver or cause to be delivered a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to Borrower, together with any additional legal opinions, mortgage amendments, or other documents reasonably requested by the Administrative Agent in connection herewith (in each case, unless extended or waived by the Administrative Agent in its sole discretion); (c) all requisite Governmental Authority and material third party approvals in connection with the formation and capitalization of the RIGS Holdings Joint Venture shall have been obtained, except where the failure to obtain such consents could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, and there shall not be any temporary or permanent injunction prohibiting the formation and capitalization of the RIGS Holdings Joint Venture; (d) the Administrative Agent shall have received from Borrower a certificate, executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT by the secretary of Borrower (or such other officer as may be acceptable to Lender the Administrative Agent) in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase substance satisfactory to the Note amount; and (d) Debtor shall enter intoAdministrative Agent, make all payments required under, and satisfy all conditions precedent to the effectiveness of, attaching a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) copy of the principal amount of the Credit Facilityresolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors (or similar body) of Borrower (or a duly authorized committee thereof) authorizing the execution, delivery and with performance of this Amendment and the definitive documentation relating to the formation and capitalization of the RIGS Holdings Joint Venture and the related transactions (including this Amendment); (e) the Administrative Agent shall received all material agreements and definitive documentation relating to the RIGS Holdings Joint Venture, including (without limitation) an investment agreement by and among Borrower, GE EFS and the third-party investor (the “Investment Agreement”), a counterparty partnership or limited liability company agreement relating to the RIGS Holdings Joint Venture, a management services agreement relating to the RIGS Holdings Joint Venture and such other agreements as the Administrative Agent may reasonably acceptable request, all in form and substance certified by Borrower to Lenderbe at least as favorable to the Borrower and Lenders, taken as a whole, as the RIGS Holdings Joint Venture Term Sheet and reasonably satisfactory to the Administrative Agent; (f) the RIGS Holdings Joint Venture shall have been formed and (i) RIGS or Borrower, as applicable, shall have contributed the RIGS Assets thereto and (ii) each of GE EFS and a third-party investor shall have made the contributions thereto required pursuant to the Investment Agreement and the Administrative Agent shall have received satisfactory evidence thereof; (g) on or prior to March 18, 2009, either (1) Regency MLP shall have obtained from GE EFS an unsecured credit facility in an aggregate amount of $45.0 million, the proceeds of which Hedge Agreement shall be effective through used to fund the Haynesville Project and which shall mature no earlier than the earlier of (x) the formation and capitalization of the RIGS Holdings Joint Venture or (y) the three-month anniversary of the Final Maturity Date or (2) each other condition precedent set forth in this Section 2 shall have been satisfied; (h) Borrower shall have paid any amounts owed pursuant to the Administrative Agent Fee Letter, dated as of February 13, 2009, between Borrower and the Administrative Agent; (i) Borrower shall have paid a fee to each Lender who delivers to the Administrative Agent a consent in writing to this Amendment by 5:00 p.m., New York City time on February 24, 2009, and reconfirms, by 2:00 p.m. (New York City time) on February 25, 2009, their consent with respect to revisions to this amendment posted to the Lenders after 5:00 p.m., New York City time on February 24, 2009, in an amount equal to 0.50% of such consenting Lender’s outstanding Commitments under the Credit Facility. In Agreement; (j) CDM Resource Management LLC shall obtain a $75.0 million operating lease facility from Caterpillar Financial Services Corp. on terms substantially consistent with those terms provided to the event Debtor enters into Administrative Agent prior to the Hedge Agreement referenced herein with date hereof; (k) Borrower shall have paid all amounts owed pursuant to Section 7 hereof; and (l) Borrower shall have delivered to the Administrative Agent a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured certificate signed by a lien or security interest Responsible Officer of Borrower, confirming compliance with the conditions precedent set forth in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentthis Section 2.

Conditions Precedent. The obligations of Lender under this This Amendment shall not be subject effective until all corporate actions of Company taken in connection herewith and the transactions contemplated hereby shall be satisfactory in form and substance to Documentation Agent, Agent and Lenders, and each of the following conditions precedent that: shall have been satisfied: (a) Debtor All fees and expenses, including legal and other professional fees and expenses incurred on or prior to the date of this Amendment by Agent or any Lender, including, without limitation, the fees and expenses of U.S. and foreign counsel and title insurance expenses, shall have executed delivered been paid to the extent that same have been billed. (b) Agent and each Lender shall have received each of the following, in form and substance satisfactory to Agent, Lenders and Agent's counsel in their sole and absolute discretion: (1) a certificate of Holding and Company certifying (i) as to the accuracy, after giving effect to this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner representations and warranties set forth in Section 4 of Debtor the Credit Agreement, the other Loan Documents and in this Amendment, and (ii) that there exists no Potential Event of Default or Event of Default, after giving effect to this Amendment, and the execution, delivery and performance of this Amendment will not cause a Potential Event of Default or Event of Default; (2) such other documents, instruments, and certificates, in form and substance reasonably satisfactory to Lenders, as Lenders shall deem necessary or appropriate in connection with this Amendment and the transactions contemplated hereby, including without limitation copies of resolutions of the boards of directors of each of Holding, Company, and each Eurocurrency Borrower authorizing the transactions contemplated by this Amendment; and (3) a favorable opinion of Swiss counsel to Pelikan Hardcopy and Produktions with respect to the authority of such Persons to enter into the transactions contemplated by this Amendment and such other documents and instruments incidental and appropriate to the transaction provided for herein matters as Lender Agent or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; . (c) Debtor All accrued and unpaid interest and fees due with respect to the Revolving Credit Loans and the Eurocurrency Loans through and including March 31, 1998, shall have been paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and full. (d) Debtor Company shall enter into, make all payments required under, and satisfy all conditions precedent have delivered or caused to be delivered to Agent the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, items listed on Schedule 1 hereto in form and substance satisfactory to Agent and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentcounsel.

Conditions Precedent. The obligations of Lender under this Amendment This Supplemental Indenture shall become effective and shall be binding on each of the parties hereto upon the satisfaction or due waiver of each of the following conditions precedent: 1. The consent of each affected Noteholder shall have been given in accordance with the terms of the applicable Supplement and a copy thereof provided to the Trustee. 2. The Rating Agency Consent Condition shall have been satisfied. 3. The Trustee shall have received an Officer’s Certificate of CRCF dated as of the date hereof to the effect that (i) no Amortization Event, Aggregate Asset Amount Deficiency, Enhancement Agreement Event of Default, Enhancement Deficiency, Loan Event of Default, AESOP I Operating Lease Vehicle Deficiency, Manufacturer Event of Default, Lease Event of Default, Potential Amortization Event, Potential Enhancement Agreement Event of Default, Potential Loan Event of Default, Potential Lease Event of Default, or Potential Manufacturer Event of Default is continuing or will occur as a result of the execution and delivery of this Supplemental Indenture, and (ii) the execution and delivery of this Supplemental Indenture will not result in any breach of any of the terms, conditions or provisions of or constitute a default under any indenture, mortgage, deed of trust or other agreement or instrument, including, without limitation, any Related Document, to which CRCF is a party or by which it or its property is bound or any order of any court or administrative agency entered in the suit, action or other judicial or administrative proceeding to which CRCF is a party or by which it or its property may be bound or to which it or its property may be subject, 4. The Trustee shall have received one or more Opinions of Counsel, subject to the conditions precedent that: (a) Debtor shall have executed delivered to Lender this Amendmentassumptions and qualifications stated therein and an Officer’s Certificate of CRCF, in each case, in a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate form substantially acceptable to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in Trustee, dated the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase date hereof, substantially to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy effect that all conditions precedent provided for in the Base Indenture with respect to the effectiveness of, a Hedge Agreement (governed by execution and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) delivery of the principal amount of the Credit Facility, this Supplemental Indenture have been complied with in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentmaterial respects.

Conditions Precedent. The obligations of Lender under this This Amendment shall be subject to effective as of the date (the “Second Amendment Effective Date”) upon which the following conditions precedent that: are satisfied: (a) Debtor The Designated Agent shall have executed delivered to Lender received from the Borrower and each of the Lenders a counterpart of this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE Amendment signed on behalf of each such party. (b) The Designated Agent shall have received from the Guarantors the Consent and Agreement substantially in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS form attached hereto as Exhibit B. ($45,000,000.00)c) The Designated Agent shall have received a certificate, a CLOSING CERTIFICATE of a manager signed by an Authorized Officer on behalf of the general partner Borrower, stating that as of Debtor the Second Amendment Effective Date (1) no Default or Event of Default has occurred and such other documents is continuing and instruments incidental (2) the representations and appropriate warranties contained in Article V of the Credit Agreement are true and correct in all material respects (except to the transaction provided for herein extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as Lender of the Second Amendment Effective Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (d) The Designated Agent shall have received such documents, certificates and opinions of counsel as the Designated Agent or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase request relating to the Note amount; organization or formation, existence and (d) Debtor shall enter into, make all payments required undergood standing of the Borrower, and satisfy all conditions precedent the Guarantors the authorization of this Amendment and any other legal matters relating to the effectiveness ofBorrower, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Associationthe Guarantors, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of this Amendment or the Credit FacilityAgreement, all in form and substance satisfactory to the Designated Agent and with a counterparty reasonably acceptable its counsel. (e) The Designated Agent and the Arrangers shall have received all fees and other amounts due and payable to Lenderthem and to the Lenders on or prior to the Second Amendment Effective Date, which Hedge Agreement shall including reimbursement or payment of all out-of-pocket expenses required to be effective through reimbursed or paid by the Maturity Date of Borrower under the Credit Facility. In Agreement and the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement fees set forth in the event Second Supplemental Fee Letter, dated as of a default by December 16, 2015, among the counterparty thereunder Borrower, U.S. Bank and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consent.Citigroup Global Markets Inc.

Conditions Precedent. 5.01 Conditions to LFC VI's Obligations. The obligations of Lender under this Amendment LFC VI to provide LFG with the consideration provided for herein shall be subject to the conditions precedent that: satisfaction of the following conditions: (a) Debtor shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE All representations and warranties of LFG contained in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor Sections 3.01(a) and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor of the Agreement and all information provided in the Lease Collateral Schedule or Amended Lease Collateral Schedule, as applicable, shall be true and correct on the related Acquisition Date, all representations and warranties in Section 3.01(c) hereof, shall be true and correct as of the Initial Funding Date and each other Acquisition Date, and LFG shall have executed and delivered to Lender LFC VI, the Issuer, the Indenture Trustee and each Noteholder an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable officer's certificate to Lender in form such effect; (b) LFG shall have delivered all other information theretofore required or reasonably requested by LFC VI to be delivered by LFG hereunder, duly certified by an officer of LFG, and content; LFG shall have substantially performed all other obligations required to be performed by the provisions of this Agreement; (c) Debtor On or prior to the Initial Funding Date and the applicable Acquisition Date, LFG shall have paid Lender an origination fee delivered the Lease Contracts to the Indenture Trustee and there shall have been made all filings, recordings and/or registrations, and there shall have been given, or taken, any notice or any other similar action, as may be necessary to meet the requirements in the amount relevant jurisdiction for perfection of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00the transfer to LFC VI and in order to establish and preserve the right, title and interest of LFC VI in the Lease Assets, provided however, that with respect to financing statements only those filings specified in Section 4.02(a) as consideration for of the increase Indenture shall be required to the Note amount; and be filed; (d) Debtor On or before the Closing Date, LFG, LFC VI, the Servicer, the Issuer and the Indenture Trustee shall enter intohave entered into the Servicing Agreement, make all payments required underthe Receivables Purchase Agreement, the Indenture and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement this Agreement; (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.e) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) All of the principal amount Notes shall be issued and sold on the Closing Date and LFC VI shall receive the full consideration due it from LFC VII from the proceeds of the Credit Facility, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions issuance of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentNotes.

Conditions Precedent. The obligations effectiveness of Lender under this Fifth Amendment shall be subject to the following conditions precedent that: having been met to the satisfaction of the Lender, or, alternatively, waived in writing by the Lender: 4.1.1.1 the Borrower will pay to the Lender an amendment fee of one million United States Dollars (aUS$1,000,000) Debtor (the “Closing Fee”) in consideration for the Lender’s agreement to amend the Loan Agreement pursuant to this Fifth Amendment, which amendment fee shall be fully earned on the date of this Fifth Amendment and payable on the Maturity Date (and, for certainty, the Closing Fee shall be Included among the “Obligations” as defined in this Agreement and in the other Loan Documents.); 4.1.1.2 this Agreement shall have been executed and delivered to by all parties hereto; 4.1.1.3 the Borrower shall have provided the Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager with an updated Perfection Certificate which shall be current as of the general partner Fifth Amendment Effective Date and which shall include information regarding all of Debtor the Loan Parties and such other documents and instruments incidental and appropriate Holdco, provided that, for certainty, the information regarding Holdco may be limited to Information that is relevant to the transaction perfection of the security contemplated by the Holdco Pledge Agreement; 4.1.1.4 the Borrower shall have provided for herein as the Lender or with current US and Canadian Lien and other Lender-requested searches regarding the Borrower and Holdco in all relevant jurisdictions, together with reports thereon; 4.1.1.5 the Borrower and its counsel may reasonably request; (b) Guarantor Subsidiaries and ▇▇▇▇ ▇▇▇▇ shall have executed and delivered to the Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form a confirmation of guarantee and content; (c) Debtor security agreement; 4.1.1.6 Holdco and, as applicable, a duly authorized representative of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase executed and delivered to the Note amount; Lender the Holdco Pledge Agreement, the Share Sale Agreement and (d) Debtor shall enter intothe Escrow Agreement, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, each in form and substance and with a counterparty reasonably acceptable satisfactory to the Lender, which Hedge Agreement ; 4.1.1.7 the Lender shall be effective through the Maturity Date have received certified copies of the Credit Facility. In resolutions authorizing the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lenderexecution, Debtor acknowledges delivery and agrees that such Hedge Agreement shall not be secured by a lien or security interest in performance of ▇▇▇▇▇▇▇▇’s obligations hereunder and to any copies of the Collateral. Debtor shall comply with all resolutions of its obligations under the terms Borrower authorizing the confirmation of guarantee and provisions security agreement regarding the Loan Documents to which they are a party and the transactions contemplated therein, resolutions of such Hedge Holdco authorizing the Holdco Pledge Agreement, the Share Sale Agreement and the Escrow Agreement, and Debtor the incumbency of the officers of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇; 4.1.1.8 certificates of status or good standing, as applicable, for all relevant Jurisdictions of Borrower and Holdco shall take have been delivered to the Lender; 4.1.1.9 the Loan Parties shall be in compliance in all actions reasonably requested by material respects with all (if any) Material Contracts and Material Licences to the satisfaction of the Lender and copies of all Material Contracts and Material Licences if any, applicable to enforce Debtor’s rights under such Hedge Agreement in the event of a default by Loan Parties, shall have been delivered to the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consent.;

Conditions Precedent. Purchaser and the Seller ------------------------------------------------ The respective obligations of Lender under Purchaser and the Seller to effect the transactions contemplated by this Amendment Agreement at any Closing Date shall be subject to satisfaction or waiver by each party of the following conditions precedent that: at or prior to such Closing Date: (a) Debtor Neither Purchaser nor the Seller shall have executed delivered be subject to Lender this Amendmentany order, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE decree or injunction of a manager court or agency of competent jurisdiction which enjoins or prohibits consummation of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; transactions contemplated by this Stock Purchase Agreement. (b) Guarantor The NBI Group shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender absolute and unconditional release of any and all claims the NBI Group has or may have against Seller, Bancorp, ▇▇▇▇▇, and Purchaser, and their respective directors, officers, employees and agents, in all material respects in the form attached hereto as Exhibit D, except that the foregoing release may exclude from coverage and content; release thereunder any of Seller, Bancorp, ▇▇▇▇▇, Purchaser or any director of Bancorp if such person or entity does not contemporaneously therewith execute a similar release in favor of the NBI Group. (c) Debtor Seller shall have paid Lender executed and delivered, effective as of the Initial Closing Date, an origination fee absolute and unconditional release of any and all claims that Seller has or may have against Bancorp, ▇▇▇▇▇ or any of their respective affiliates, directors, officers, employees or agents related to any action or inaction by any of them in connection with the Shares, the Seller's efforts to sell the Shares, the Loan and any dealings, negotiations, discussions, agreements or contracts between Seller and any party regarding the Shares, Bancorp or ▇▇▇▇▇, such release to be in the amount form attached hereto as Exhibit E; except that such release may exclude from coverage and release thereunder any director of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS Bancorp who does not contemporaneously therewith execute and deliver the release required by Section 6.2(g) ($225,000.00) each director of Bancorp who is entitled to a release hereunder is referred to herein as consideration for the increase to the Note amount; and a "Released Director"). (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent Prior to the effectiveness ofexecution hereof, a Hedge Purchaser and Seller shall have received the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ that the execution, delivery and performance of this Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) consummation of the principal amount Tender Offer shall not result in the Purchaser, any of his Permitted Assignees, or any of their "Affiliates" or "Associates" becoming an "Acquiring Person" or an "Adverse Person" (as such terms are defined in the Credit FacilityBancorp Rights Agreement) under the Bancorp Rights Agreement or enable or require any Rights under the Bancorp Rights Agreement to become exercisable, such opinion to be in form and substance satisfactory to Seller, Purchaser and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consenttheir respective counsel.

Conditions Precedent. The obligations effectiveness of Lender under this Amendment shall be subject to Lease is hereby conditioned upon the conditions precedent that: (a) Debtor shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager satisfaction of the general partner following conditions precedent: (i) Landlord's acquisition of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender Land on or its counsel may reasonably requestbefore March 3, 1997; and (bii) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration Landlord's obtaining a binding, written commitment or agreement for the increase to the Note amount; and (d) Debtor shall enter intofinancing, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) joint venture development or sale of the principal amount of the Credit FacilityPremises on or before January 10, 1997, that is acceptable in form and substance to Landlord in its sole discretion, and with which commitment or agreement is in a counterparty reasonably form and content acceptable to Lender, which Hedge Agreement shall Landlord in its sole discretion; and (iii) Landlord and Tenant concurrently herewith entering into another lease agreement (the "Adjacent Lease") on terms substantially the same as this lease covering two (2) additional buildings (and leasehold improvements therein) to be effective through the Maturity Date constructed by Landlord on another portion of the Credit FacilityLand. In Such additional two buildings are hereinafter referred to herein as "Building A and Building C" or the "Adjacent Buildings". With respect to the condition set forth in clause (i) above, Landlord hereby agrees that in the event Debtor enters into Landlord does not acquire the Hedge Agreement referenced herein with Land by January 10, 1997, then, provided the seller of the Land does not breach its obligation to sell the Land and provided further that all contingencies to Landlord's obligation to close escrow on the Land are satisfied, Landlord (or its successor or assign) shall acquire the Land upon the earlier of (A) the date five (5) business days following the date such seller obtains a financial institution other than Lenderwater quality certification (approved by Landlord) or waiver of such certification from the San Francisco Bay Regional Water Quality Control Board, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to (B) March 3, 1997. If any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default foregoing conditions precedent are not satisfied by the counterparty thereunder applicable outside dates established therefor, then Landlord may terminate this Lease by written notice to Tenant given not later than three (3) business days following the outside date established for satisfaction of the applicable condition precedent as set forth above. Upon any such termination of this Lease, neither party shall have any obligations to the other in connection with or under this Lease except for obligations accruing prior to the termination and shall not waiveobligations which, amend or otherwise modify by their terms, survive the termination of this Lease. If any of its rights thereunder without Lender’s prior the foregoing conditions precedent are not satisfied on or before March 3, 1997, then Tenant shall have the right to terminate this Lease by written consent.notice to Landlord given not later than the earlier of (y) the date such conditions are satisfied, or (z) March

Conditions Precedent. The obligations obligation of Lender under this Amendment Buyer to consummate the transaction hereunder shall be subject to the conditions precedent that: fulfillment on or before the Closing Date of the following conditions, which may be waived by Buyer in its sole discretion (collectively, “Conditions Precedent”): (a) Debtor No suit, action, or other proceeding shall have executed delivered be pending before any court or governmental agency by which any third party is seeking to Lender restrain or prohibit or to obtain damages or other relief in connection with this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in Agreement or the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager consummation of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; transactions contemplated herein. (b) Guarantor The issuance of the Title Policy (or a written commitment therefor) subject only to the Permitted Exceptions. Buyer shall have executed and delivered use diligent, good faith efforts to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable cause the Title Policy to Lender in form and content; be issued. (c) Debtor There shall be no material adverse change to the Property since the end of the Examination Period; provided, however, that this Section 14(c) shall expressly exclude any changes to the Property and/or the Improvements resulting from the Code Violations and/or any fines assessed against the Property in connection with the Code Violations. If any one of the above Conditions Precedent shall not have been satisfied as of the Closing Date, then Buyer shall provide Seller with written notice of such failure and Seller shall have the right to extend the Closing Date in order to cure such failure; provided, however, that any such extension shall, in no event, exceed fifteen (15) calendar days (the “Outside Closing Date”). If Seller fails to satisfy any pending Conditions Precedent on or before the Outside Closing Date, then Buyer, at its option, may either waive such Conditions Precedent in writing or terminate this Agreement by written notice thereof to Seller, in which event the parties shall have no further right or obligation hereunder, other than with respect to obligations hereunder that expressly survive the termination of this Agreement, and the ▇▇▇▇▇▇▇ Money shall be promptly paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to Buyer. Notwithstanding anything stated to the Note amount; and contrary in this Agreement, any matter related to a rezoning, land use amendment, alley or street closure, plat or any other zoning or land use matter affecting the Property, whether applied for, pending or approved (d) Debtor shall enter intoincluding, make all payments required underwithout limitation, the Re-Plat of the Property), is not, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by deemed, a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentCondition Precedent.

Conditions Precedent. The obligations of Lender under this This Third Amendment shall be subject to not become effective until, and shall become effective on, the Business Day when each of the following conditions precedent that: shall have been satisfied: (a) Debtor Each holder shall have executed delivered to Lender received this Third Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in duly executed by the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; Company. (b) Guarantor The Required Holders of each Series of Notes shall have executed and delivered consented to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; this Third Amendment as evidenced by their execution thereof. (c) Debtor Each holder of Notes shall have paid Lender an origination received from the Company a fully earned, non-refundable amendment fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase equal to the Note amount; and sum of the outstanding principal balance of the Notes held by such holder as of the date hereof multiplied by 0.05%. (d) Debtor shall enter into, make all payments required under, The representations and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) warranties of the principal amount Company set forth in Section 3 hereof shall be true and correct as of the Credit Facility, date of the execution and delivery of this Third Amendment. (e) Any consents or approvals from any holder or holders of any outstanding security or indebtedness of the Company and any amendments of agreements pursuant to which any securities or indebtedness may have been issued which shall be necessary to permit the consummation of the transactions contemplated hereby shall have been obtained and all such consents or amendments shall be reasonably satisfactory in form and substance to the holders and their special counsel. ▇▇▇▇▇▇ Co., Inc. Third Amendment (f) All corporate and other proceedings in connection with a counterparty reasonably acceptable the transactions contemplated by this Third Amendment and all documents and instruments incident to Lender, which Hedge Agreement such transactions shall be effective through the Maturity Date satisfactory to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other copies of such documents as you or they may reasonably request. (g) Each holder shall have received such certificates of officers of the Credit Facility. In Company as it may reasonably request with respect to this Third Amendment and the event Debtor enters into transactions contemplated hereby. (h) The Company shall have paid the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges fees and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any disbursements of the Collateral. Debtor shall comply holders’ special counsel, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, incurred in connection with all the negotiation, preparation, execution and delivery of its obligations under this Third Amendment and the terms transactions contemplated hereby which fees and provisions disbursements are reflected in the statement of such Hedge Agreement, special counsel delivered to the Company at the time of the execution and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event delivery of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentthis Third Amendment.

Conditions Precedent. The obligations of Lender under this Amendment shall be subject amendments to the Financing Agreements in Section 2 hereof shall only be effective upon the release from escrow of the Amendment No. 3 Transaction Documents in accordance with the terms of the Consent and Escrow Letter Agreement and the satisfaction of each of the following conditions precedent that: (a) Debtor in a manner satisfactory to Lender: 7.1 Lender shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facilityreceived, in form and substance and with a counterparty reasonably acceptable satisfactory to Lender, which Hedge Agreement shall be effective through evidence that the Maturity Date Merger Agreements have been duly executed and delivered by and to the appropriate parties thereto and the transactions contemplated under the terms of the Credit FacilityMerger Agreements have been consummated prior to or contemporaneously with the execution of this Amendment No. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than 3, 7.2 Lender shall have received, in form and substance satisfactory to Lender, Debtor acknowledges and agrees evidence that such Hedge Agreement shall not be secured by a lien or security interest in and the Certificate of Merger with respect to any the Merger has been filed with the Secretary of State of the Collateral. Debtor shall comply State of Delaware and the Merger is valid and effective in accordance with all of its obligations under the terms and provisions of the Merger Agreements and the applicable corporation statutes of the State of Delaware, 7.3 Lender shall have received, in form and substance satisfactory to Lender, a filed copy of the Certificate of Amendment to the Certificate of Incorporation of ▇▇▇▇▇*s amending its name to ▇▇▇▇▇*s Group Inc., 7.4 Lender shall have received, in form and substance satisfactory to Lender, a revised Security Agreement Questionnaire with respect to Borrowers, duly authorized, executed and delivered by Borrowers, 7.5 Lender shall have received, in form and substance satisfactory to Lender, each of the New Borrower Supplemental Agreements, as duly authorized, executed and delivered by the parties thereto, 7.6 Lender shall have received, in form and substance satisfactory to Lender, the Second Note, as duly authorized, executed and delivered by Borrowers, 7.7 Lender shall have received, in form and substance satisfactory to Lender, all consents, waivers, acknowledgments and other agreements from third persons which Lender may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the Collateral of New Borrowers or to effectuate the provisions of this Amendment No. 3 and the other Financing Agreements, including, without limitation, acknowledgments by lessors, mortgagees, warehousemen and processors of Lender's security interests in the Collateral of New Borrowers, waivers by such Hedge persons of any Liens or other claims by such persons to the Collateral of New Borrowers and agreements permitting Lender access to, and the right to remain on, the premises to exercise its rights and remedies and otherwise deal with the Collateral of New Borrowers, 7.8 Parent shall have delivered to Lender, in form and substance satisfactory to Lender, the Parent Pledge Agreement, and Debtor related Stock Powers, by Parent in favor of Lender with respect to the pledge of the Capital Stock of ▇▇▇▇▇*s, iFC, ▇▇▇▇▇▇▇▇.▇▇▇ Inc. and ▇▇▇▇▇.▇▇▇ Inc. by Parent to Lender, duly authorized, executed and delivered by Parent, together with all original stock certificates of ▇▇▇▇▇*s, IFC, ▇▇▇▇▇▇▇▇.▇▇▇ Inc. and ▇▇▇▇▇.▇▇▇ Inc., duly authorized, executed and delivered by Parent, 7.9 Lender shall take have received from each New Borrower (a) a copy of the Certificate of Incorporation of such New Borrower, and all actions amendments thereto, certified by the Secretary of State of its jurisdiction of incorporation as of the most recent practicable date certifying that each of the foregoing documents remains in full force and effect and has not been modified or amended, except as described therein, (b) a copy of its By-Laws, certified by the Secretary of such New Borrower, and (c) a certificate from the Secretary of such New Borrower dated the date hereof certifying that each of the foregoing documents remains in full force and effect and have not been modified or amended, except as described therein, 7.10 Lender shall have received, in form and substance satisfactory to Lender, from each New Borrower, Secretary's Certificates of Directors' Resolutions, Corporate By-laws and Incumbency evidencing the adoption and subsistence of corporate resolutions approving the execution, delivery and performance by such New Borrower and the other Borrowers of this Amendment No. 3 and the agreements, documents and instruments to be delivered pursuant to this Amendment No. 3, 7.11 Lender shall have received original good standing certificates (or its equivalent) from the Secretary of State (or comparable official) from each jurisdiction where each New Borrower conducts business, 7.12 Borrowers shall deliver, or cause to be delivered, to Lender a true and correct copy of any consent, waiver or approval to or of this Amendment No. 3 and the Merger, which any Borrower is required to obtain from any other Person, and such consent, approval or waiver shall be in form and substance reasonably requested acceptable to Lender, 7.13 Lender shall have received, in form and substance reasonably satisfactory to Lender, such opinions of counsel to Parent and the other Borrowers with respect to the matters contemplated by this Amendment No. 3, addressed to Lender, as Lender shall reasonably require, 7.14 after giving effect to enforce Debtor’s rights the amendments provided for herein, no Event of Default shall exist or have occurred and be continuing and no event shall have occurred or condition be existing and continuing which, with notice or passage of time or both, would constitute an Event of Default, 7.15 Lender shall have received UCC, Federal and State tax lien and judgment searches against New Borrowers in all relevant jurisdictions, as determined by Lender, 7.16 Lender shall have received evidence of insurance and loss payee endorsements required under such Hedge the Credit Agreement and under the other Financing Agreements with respect to Parent and the other Borrowers, in form and substance reasonably satisfactory to Lender, and certificates of insurance policies and/or endorsements naming Lender as loss payee, 7.17 Lender shall have received, in form and substance reasonably satisfactory to Lender, an agreement from the bank at which lockboxes and related Blocked Accounts for New Borrowers are established, providing that all items received or deposited in the event Blocked Accounts are the property of a default by Lender, that the counterparty thereunder depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and shall not waivethat the depository bank will wire, amend or otherwise modify any transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of its rights thereunder without Lender as Lender may from time to time designate for such purpose, duly authorized, executed and delivered by such bank, 7.18 Lender shall have received, in form and substance reasonably satisfactory to Lender’s prior written consent, Credit Card Acknowledgments, in each case duly authorized, executed and delivered by Credit Card Issuers and Credit Card Processors used by Parent, 7.19 Lender shall have received, in form and substance satisfactory to Lender, UCC-3 amendments with respect to UCC-1 financing statements by and between ▇▇▇▇▇*s, as debtor and Lender, as secured party to change the debtor's name from ▇▇▇▇▇*s Inc. to ▇▇▇▇▇*s Group Inc., and 7.20 Lender shall have received an original of this Amendment No. 3, duly authorized, executed and delivered by Borrowers, including New Borrowers.

Conditions Precedent. The obligations of Lender under this This Amendment shall be subject become effective when all of the following conditions, the satisfaction of each of which is a condition precedent to the conditions precedent that: (a) Debtor shall have executed delivered to Lender effectiveness of this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE shall have occurred or shall have been waived in writing by LaSalle. (A) LaSalle shall have received and reviewed each of the following, which shall be in form and substance reasonably satisfactory to it: (i) this Amendment, duly executed by each Borrower and Parent, and by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇; (ii) an Amended and Restated Revolving Note, in the form of EXHIBIT A hereto, in the principal amount of FORTY-FIVE MILLION AND NO/100 DOLLARS $35,000,000, duly executed by each Borrower; ($45,000,000.00)iii) an opinion of counsel to the Borrowers and Parent regarding each Borrower's and Parent's due incorporation, a CLOSING CERTIFICATE valid existence, good standing and power and authority to execute this Amendment, the due authorization, execution and delivery of a manager this Amendment by each Borrower and Parent, the enforceability of the general partner of Debtor this Amendment against each Borrower and Parent, and such other documents matters as LaSalle and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; require; (biv) Guarantor a Certificate of the Secretary or Assistant Secretary of each Borrower and of Parent (A) relating to the adoption of resolutions by each such Borrower's and Parent's respective Board of Directors approving this Amendment and the other documents executed or delivered in connection herewith by such party, (B) certifying that no amendments have been made to each such Borrower's or Parent's Certificate of Incorporation, as amended, other than the Certificate of Designations and Preferences executed on December 14, 2001, and each such Borrower's or Parent's by-laws, as amended, since September 24, 2001, and (C) further certifying the names and incumbency of officers of each such Borrower and of Parent authorized to sign this Amendment and all other documents executed or delivered in connection herewith, and the names and validity of signatures of such officers. (B) LaSalle shall have executed and delivered to Lender received payment, in cash, of an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination amendment fee in the amount of TWO HUNDRED TWENTY$25,000, which fee shall be non-FIVE THOUSAND AND NO/100 DOLLARS refundable and deemed fully earned when paid, and the Borrowers authorize LaSalle to charge any loan account of the Borrowers for such fee. ($225,000.00C) All representations and warranties set forth in the Loan Agreement (except for such inducing representations and warranties that were only required to be true and correct as consideration for of a prior date) shall be true and correct in all material respects on and as of the increase effective date hereof, and no Default or Event of Default shall have occurred and be continuing. (D) No event or development shall have occurred since _________, 2002 which event or development has had or is reasonably likely to have a Material Adverse Effect. (E) LaSalle shall have received a certificate from each Borrower and Parent, executed by the chairman of each such party, as to the Note amount; truth and accuracy of paragraphs (c) and (d) Debtor of this SECTION TWO. (F) All corporate and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, be satisfactory in form and substance to LaSalle and with a counterparty its counsel, and LaSalle and its counsel shall have received all information and copies of all documents which it or its counsel may have reasonably acceptable requested in connection herewith and the matters contemplated hereunder, such documents, when requested by them, to Lender, which Hedge Agreement be certified by appropriate corporate authorities. (G) There shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lenderno action, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien suit or security interest in and proceeding pending or to any Borrower's or Parent's knowledge overtly threatened against any Borrower or Parent before any court (including any bankruptcy court), arbitrator or governmental or administrative body or agency which challenges or relates to the consummation of this Amendment or the Collateral. Debtor other transactions contemplated herein. (H) LaSalle shall comply with all of its obligations under the terms have received such further agreements, consents, instruments and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement documents as may be necessary or proper in the event reasonable opinion of a default by LaSalle and its counsel to carry out the counterparty thereunder provisions and shall not waive, amend or otherwise modify any purposes of its rights thereunder without Lender’s prior written consentthis Amendment.

Conditions Precedent. The obligations of Lender the Secured Parties under -------------------- this Amendment shall be Agreement on any Funding Date are subject to the accuracy of the representations and warranties on the part of the Borrower made herein and in the other Basic Agreements as of such Funding Date. This Agreement shall become effective on the first day on which all of the following conditions precedent that: have been satisfied (athe "Effective Date"): -------------- (i) Debtor The Administrative Agent shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount received such opinions of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate counsel to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed Sellers, the Servicer and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit FacilityBorrower, in form and substance and with a counterparty reasonably acceptable to Lenderthe Administrative Agent and each Funding Agent, which Hedge addressing such matters as each Funding Agent and the Administrative Agent, on behalf of the Secured Parties, shall request. (ii) The Administrative Agent shall have received a certificate of the Borrower, dated the date hereof, stating that (1) its representations and warranties made herein and in the other Basic Agreements are true and correct as of the date hereof, and (2) the Borrower has complied with all agreements and satisfied all conditions to be satisfied on its part pursuant to this Agreement and the other Basic Agreements on or prior to the date hereof. (iii) All conditions precedent to the authentication and delivery of the VFN under this Agreement shall have been satisfied. (iv) Each party to a Basic Agreement shall have performed and complied with all agreements and conditions contained in such Basic Agreement and all other documents delivered in connection herewith or therewith which are required to be effective through performed or complied with by such party. (v) This Agreement, the Maturity Date other Basic Agreements (other than the Hedge Contracts, the Receivables Sale Agreements and the ABS Sale Agreements which will be delivered in connection with the sale of Receivables or Asset Backed Securities, as applicable), the Fee Letters, and all agreements, certificates, instruments and other documents required to be delivered in connection herewith and therewith shall have been duly authorized, executed and delivered by the respective parties thereto, shall be in full force and effect and shall be in form and substance satisfactory to the Administrative Agent and the Secured Parties. (vi) The Administrative Agent shall have received the following, in each case in form and substance satisfactory to it: (1) copy of the Credit Facility. In Trust Agreement, certified by the event Debtor enters into Secretary or an Assistant Secretary of the Hedge Trustee as of the date hereof, duly authorizing the execution, delivery and performance by the Borrower of the documents executed by or on behalf of the Borrower in connection with the transactions contemplated by this Agreement referenced and the other Basic Agreements to which it is a party; and attesting to the names and true signatures of the person or persons executing and delivering each such document; (2) a copy of the resolutions of the Board of Directors of each Seller (or if either Seller is not a corporation, then comparable documents) and the Servicer, certified by the Secretary or an Assistant Secretary of such Sellers and the Servicer as of the date hereof, duly authorizing the execution, delivery and performance by the Sellers and the Servicer of each of the Basic Agreements to which each of them is a party and any other documents executed by or on behalf of the Sellers and the Servicer in connection with the transactions contemplated thereby; and an incumbency certificate of each Seller and the Servicer as to the person or persons executing and delivering each such document; and (3) such other documents and evidence with respect to the Borrower, the Sellers, the Servicer and the BackUp Servicer as the Administrative Agent and the Funding Agents may reasonably request in order to establish the trust or corporate existence and good standing of each thereof, the proper taking of all appropriate corporate or other proceedings in connection with the transactions contemplated by this Agreement and the other Basic Agreements and the compliance with the conditions set forth herein with a financial institution other than Lenderand therein. (vii) No fact or condition shall exist under applicable law or applicable regulations thereunder or interpretations thereof by any regulatory authority which, Debtor acknowledges in the reasonable opinion of the Administrative Agent and agrees that such Hedge Agreement shall not be secured by a lien the Funding Agents, would make it unlawful to issue the VFN or security interest in and to for the Borrower or any of the Collateral. Debtor shall comply with all of its other parties thereto to perform their respective obligations under this Agreement and the terms other Basic Agreements. (viii) The Sellers and provisions the Borrower shall have filed any financing statements or amendments thereto, wherever necessary or advisable in the judgment of the Administrative Agent and the Funding Agents, in order to perfect the transfer and assignment of the Receivables to the Borrower and the grant of the security interest therein to the Administrative Agent and shall have delivered file-stamped copies of such Hedge Agreementfinancing statements or other evidence of the filing thereof to the Administrative Agent. (ix) All taxes and fees due in connection with the filing of the financing statements referred to in clause (viii) of this Section 7.1(g) shall have been paid in full or duly provided for. (x) No action or proceeding shall have been instituted nor shall any governmental action be threatened before any court or governmental agency nor shall any order, and Debtor shall take all actions reasonably requested judgment or decree have been issued or proposed to be issued by Lender any court or governmental agency to enforce Debtor’s rights under such Hedge set aside, restrain, enjoin or prevent the performance of this Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of the other Basic Agreements or the transactions contemplated hereby or thereby. (xi) If applicable, each Funding Agent shall have received written confirmation from each of the Rating Agencies that the then-current ratings assigned by each of them to the Commercial Paper issued by its rights thereunder without related CP Lender will not be reduced or withdrawn as a result of the execution and delivery of this Agreement by such CP Lender’s prior written consent.

Conditions Precedent. The obligations obligation of Lender under this Amendment shall Agent and Lenders to fund the Term Loans, to fund the initial Revolving Loan, and to issue or cause to be issued the initial Letter of Credit, is subject to the satisfaction or waiver on or before the date hereof of the following conditions precedent that: precedent: (a) Debtor Agent shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager received each of the general partner of Debtor agreements, opinions, reports, approvals, consents, certificates and such other documents set forth on the closing document list attached hereto as Schedule 17(a) (the "Closing Document List") in each case in form and instruments incidental and appropriate substance satisfactory to the transaction provided for herein as Lender or its counsel may reasonably request; Agent; (b) Guarantor Since June 30, 2004, no event shall have occurred which has had or could reasonably be expected to have a Material Adverse Effect on any Obligor, as determined by Agent or Requisite Lenders in its sole discretion; (c) Agent shall have received payment in full of all fees and expenses payable to it by Borrowers or any other Person in connection herewith, on or before disbursement of the initial Loans hereunder; (d) The Obligors shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable Agent all such other documents, instruments and agreements which Agent determines are reasonably necessary to Lender in form consummate the transactions contemplated hereby, without limitation, a Continuing Unconditional Guarantee from William F. Wright, which shal▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇et forth therein; and content; a Secured Continuing Unconditional Guarantee from Trinity Springs, Inc. (ce) Debtor Merchants Wholesale Inc. shall have paid Lender an origination fee executed and delivered to Agent a Reaffirmation with respect to its existing Subordination Agreement and Mortgagee Waiver; (f) The infusion of equity into AMCON resulting from the issuance of Series B Preferred Stock of at least $2,000,000.00 which shall be used in its entirety, to repay, in part, AMCON's existing subordinated indebtedness in the principal aggregate amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS $6,800,000.00; (g) The revolving loan indebtedness of Hawaiian Natural to Gold Bank (which shall not exceed $225,000.002,750,000.00) as consideration for shall be paid in full; (h) Gold Bank shall have executed and delivered to Agent a Reaffirmation with respect to its existing Mortgagee's Waiver; (i) The revolving loan indebtedness of Healthy Edge, Parent of Health Food, to Gold Bank (which shall not exceed $2,000,000.00) shall be paid in full; and (j) Evidence of repayment in full of AMCON's existing subordinated indebtedness in the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the aggregate principal amount of the Credit Facility, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consent$6,800,000.00.

Conditions Precedent. The obligations of Lender under this This Amendment shall be subject to become effective when the following conditions precedent that: have been met: (a) Debtor the Administrative Agent shall have received this Amendment duly executed delivered by the Borrower, the Administrative Agent and each Lender, and notice thereof shall have been given by the Administrative Agent to Lender this Amendmentthe Borrower and the Lenders; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Second Amendment Effective Date) of counsel for the Borrower, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and covering such other matters relating to the Borrower, this Amendment and the Credit Agreement as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (c) The Administrative Agent shall have received such documents and instruments incidental and appropriate to certificates as the transaction provided for herein as Lender Administrative Agent or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase request relating to the Note amount; organization, existence and (d) Debtor shall enter intogood standing of the Borrower, make all payments required underthe authorization of this Amendment, incumbency and satisfy all conditions precedent any other legal matters relating to the effectiveness ofBorrower, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of this Amendment or the Credit FacilityAgreement, all in form and substance satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the Second Amendment Effective Date and signed by the President, a Vice President or an Executive Officer of the Borrower, confirming compliance with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Facility. In Agreement and certifying that there has not been a Material Adverse Effect since December 31, 2020. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the event Debtor enters into Second Amendment Effective Date, including, to the Hedge Agreement referenced herein with a financial institution other than Lenderextent invoiced, Debtor acknowledges reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) All consents and agrees that such Hedge Agreement regulatory approvals and licenses required to effectuate the transactions contemplated hereby shall have been obtained and there shall not be secured by a lien any legal or security interest in and to any of regulatory prohibitions or restrictions on the Collateraltransactions contemplated hereby. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consent3.

Conditions Precedent. The obligations effectiveness of Lender under this Amendment shall be is subject to the satisfaction of all of the following conditions precedent that: precedent: (a) Debtor The Administrative Agent shall have received a fully executed delivered to Lender counterpart of (i) this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in (ii) the amount Second Amended and Restated Fee Letter, dated as of FORTY-FIVE MILLION AND NO/100 DOLLARS the date hereof, by the Administrative Agent, the Lenders, the Group Agents and the Structuring Agent, and acknowledged and agreed to by the Borrower, ($45,000,000.00iii) the Arrangement Fee Letter, dated as of the date hereof, by the Administrative Agent and the Structuring Agent, and acknowledged and agreed to by the Borrower, (iv) the Upfront Fee Letter, dated as of the date hereof, by the Group Agents, the Lenders and the Structuring Agent, and acknowledged and agreed to by the Borrower, and (v) the Assumption Agreement (collectively, the “Amendment Documents”), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facilityeach case, in form and substance satisfactory to the Administrative Agent. (b) Scotiabank, as a Group Agent, shall have received favorable reliance letters addressed to it, in form and substance satisfactory to it, from (i) ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel to the Borrower, the Servicer, the Performance Guarantor and the Originator and (ii) General Counsel for the Borrower, the Servicer, the Performance Guarantor and the Originators, each with a counterparty reasonably acceptable respect to Lender, which Hedge Agreement shall be effective through the Maturity Date opinion(s) delivered by such counsel in connection with the closing of the Credit FacilityOriginal Receivables Financing Agreement on December 21, 2018. (c) (i) The Administrative Agent, the Lenders and the Group Agents (or the Structuring Agent on behalf of PNC, if applicable), in each case, shall have received all fees and other amounts due and payable to it under the Transaction Documents and in connection with the Amendment Documents on or prior to the date hereof, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of counsel) required to be paid or reimbursed on or prior to the date hereof. In To the event Debtor enters into extent such fees and other amounts have not yet been invoiced, the Hedge Agreement referenced herein with a financial institution other than LenderBorrower agrees to remit payment to the applicable party promptly upon receipt of such invoice. (d) No Event of Default or Unmatured Event of Default, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest as set forth in and to any Section 9.01 of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Original Receivables Financing Agreement, shall have occurred and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentbe continuing.

Conditions Precedent. The obligations of Lender under each of the parties hereto to participate in the transactions contemplated by this Amendment shall be Agreement on the Closing Date are subject to the fulfillment, prior to or on the Closing Date, of the following conditions precedent; provided, however, that it shall not be a condition precedent that: to the obligations of any party hereto that any document be produced or action taken that is to be produced or taken by such party or any Person within such party's control; and provided, further, that only the conditions set forth in clauses (a) Debtor and (v) of this Section 3 shall be conditions precedent to the actions of Original Loan Participant: (a) Pass Through Trustee shall have executed delivered received, concurrently with the payment to Lender this AmendmentIndenture Trustee by Pass Through Trustee of an amount equal to the aggregate Original Issue Price thereof, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00Equipment Notes as required by Section 1(a)(iii), a CLOSING CERTIFICATE of a manager and Indenture Trustee shall have received any other amounts, including Break Amount, if any, required to be paid in connection with the refinancing of the general partner Original Certificate on the Closing Date and the Indenture Trustee shall have effected a wire transfer of Debtor and such other documents and instruments incidental and appropriate all amounts payable to the transaction Original Loan Participant as provided for herein as Lender or its counsel may reasonably request; herein. (b) Guarantor The Equipment Notes shall have been issued and authenticated in accordance with the Indenture, and there shall have been transferred to Indenture Trustee in immediately available funds the amounts referred to above in Section 1(a)(iii)-(iv). (c) Owner Trustee and Indenture Trustee shall have executed and delivered the First Amendment to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable Trust Indenture and Security Agreement in substantially the form of Exhibit B hereto (the "First Amendment to Lender in form and content; (cTrust Indenture") Debtor which shall have paid Lender an origination fee in been duly filed for recording with the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and FAA. (d) Debtor Lessee and Owner Trustee shall enter into, make all payments required under, have executed and satisfy all conditions precedent delivered an amendment to the effectiveness ofOriginal Lease in substantially the form of Exhibit C hereto (the "First Amendment to Lease Agreement") which shall have been duly filed for recording with the FAA. (e) Each of Lessee, Owner Participant, Owner Trustee, Pass Through Trustee and Indenture Trustee shall have executed and delivered an amendment to the Original Participation Agreement in substantially the form of Exhibit D hereto (the "First Amendment to Participation Agreement"). (f) (i) Indenture Trustee shall have received on or prior to the Delivery Date (A) a Hedge Agreement copy (governed by and subject or other documentation satisfactory to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00it) of the principal amount acknowledgment copy of a properly completed Uniform Commercial Code financing statement, reflecting Owner Trustee as debtor and Indenture Trustee as secured party, as to the Indenture Estate, evidencing its filing with the office of the Credit FacilitySecretary of State of the State of Connecticut and (B) a copy (or other documentation satisfactory to it) of the acknowledgment copy of a properly completed Uniform Commercial Code financing statement, reflecting Lessee as debtor and Owner Trustee as secured party (and reflecting Indenture Trustee as assignee), as to the Lease and the Aircraft evidencing its filing with the office of the Secretary of State of the State of Texas, (ii) no financing statement or similar filing described above in clause (i) shall have been terminated or amended subsequent to the date of its filing and (iii) Indenture Trustee shall have received, on or prior to the Delivery Date, the only chattel-paper original of the Original Lease and, on or prior to the Closing Date, the only chattel-paper original of the First Amendment to Lease Agreement and shall have (and shall have retained without interruption subsequent to its receipt thereof) possession of each thereof on the Closing Date. (g) Each of Indenture Trustee, Owner Trustee, Pass Through Trustee and Owner Participant shall have received the following documents (each of which shall be reasonably satisfactory in form and substance to each of them): (i) revised Exhibits B-1, ▇-▇ ▇▇▇ C to the Lease, as provided for in the First Amendment to Lease Agreement; and (ii) revised Schedule I to the Participation Agreement, as provided for in the First Amendment to Participation Agreement. (h) Each of Indenture Trustee, Owner Trustee, Pass Through Trustee and with Owner Participant shall have received a counterparty reasonably acceptable certificate signed by a Responsible Company Officer (as defined in the Indenture) of Lessee, dated the Closing Date, certifying that: (i) the representations and warranties contained herein of Lessee are correct as though made on and as of the Closing Date, except to Lender, the extent that such representations and warranties relate solely to an earlier date (in which Hedge Agreement case such representations and warranties shall be effective through certified to have been correct on and as of such earlier date); (iii) no Event of Loss (or event which with the Maturity Date passage of time or the giving of notice, or both, would constitute an Event of Loss) has occurred with respect to the Airframe or any Engine. (i) Each of Indenture Trustee, Owner Participant, Pass Through Trustee and Lessee shall have received a certificate signed by a Responsible Officer (as defined in the Indenture) of Owner Trustee, dated the Closing Date, certifying that the representations and warranties contained herein of Owner Trustee in its individual and trust capacities are correct as though made on and as of the Credit Facility. In Closing Date, except to the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees extent that such Hedge Agreement representations and warranties relate solely to an earlier date (in which case such representations and warranties shall not be secured certified to have been correct on and as of such earlier date). (j) Each of Indenture Trustee, Owner Trustee, Pass Through Trustee and Lessee shall have received a certificate signed by a lien or security interest Responsible Company Officer (as defined in the Indenture) of Owner Participant, dated the Closing Date, certifying that the representations and to any warranties contained herein of Owner Participant are correct as though made on and as of the Collateral. Debtor Closing Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall comply with all of its obligations under the terms be certified to have been correct on and provisions as of such Hedge earlier date). (k) Each of Pass Through Trustee, Owner Trustee, Owner Participant and Lessee shall have received a certificate signed by a Responsible Officer (as defined in the Indenture) of Indenture Trustee, dated the Closing Date, certifying that the representations and warranties contained herein of Indenture Trustee are correct as though made on and as of the Closing Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date). (l) Each of Indenture Trustee, Owner Trustee, Owner Participant and Lessee shall have received a certificate signed by an authorized officer of Pass Through Trustee, dated the Closing Date, certifying that the representations and warranties contained herein of Pass Through Trustee are correct as though made on and as of the Closing Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date). (m) Each of Pass Through Trustee, Indenture Trustee, Owner Trustee and Owner Participant shall have received the following: (i) an incumbency certificate of Lessee as to the person or persons authorized to execute and deliver this Agreement, the First Amendment to Participation Agreement, the First Amendment to Lease Agreement, and Debtor shall take all actions any other (ii) a copy of the resolutions of the board of directors of Lessee or the executive committee thereof, certified by the Secretary or an Assistant Secretary of Lessee, duly authorizing the transactions contemplated hereby and the execution and delivery of each of the documents required to be executed and delivered on behalf of Lessee in connection with the transactions contemplated hereby; and (iii) such other documents and evidence with respect to the other parties hereto as it may reasonably requested request in order to establish the due consummation of the transactions contemplated by Lender to enforce Debtor’s rights under such Hedge Agreement this Agreement, any other Operative Agreements (as defined in the event Lease), the Underwriting Agreement (as defined below) and the Pass Through Trust Agreements and the taking of all necessary corporate action in connection therewith and compliance with the conditions herein set forth. (n) Each of Pass Through Trustee, Indenture Trustee, Owner Trustee and Owner Participant shall have received a default certificate signed by a Responsible Company Officer (as defined in the Indenture) of Lessee, dated the Closing Date, certifying that: (i) the Aircraft has been duly certificated by the counterparty thereunder FAA as to type and airworthiness in accordance with the terms of the Original Lease; (ii) Owner Trustee's FAA Bill ▇▇ Sale, the Original Lease, the Original Trust Agreement and the Original Indenture have been duly recorded with the FAA pursuant to the Act (as defined in the Lease); (iii) the Aircraft has been registered with the FAA in the name of Owner Trustee and Lessee has authority to operate the Aircraft; and (iv) the First Amendment to Lease and the First Amendment to Trust Indenture have been duly filed for recording with the FAA. (o) Each of Indenture Trustee, Owner Trustee, Pass Through Trustee and Owner Participant shall not waivehave received opinions addressed to them from Debo▇▇▇ ▇▇▇▇▇▇▇▇, amend ▇▇sociate General Counsel of Lessee, substantially to the same effect as the opinions delivered by her, on the Delivery Date pursuant to Section 4(a)(xi) of the Original Participation Agreement (but reflecting the documents delivered on the Closing Date). (p) Each of Indenture Trustee, Owner Trustee, Pass Through Trustee, Owner Participant and Lessee shall have received an opinion addressed to them from Ship▇▇▇ & ▇ood▇▇▇, ▇▇ecial counsel for Owner Trustee, substantially to the same effect as the opinion delivered by it on the Delivery Date pursuant to Section 4(a)(xiii) of the Original Participation Agreement (but reflecting the documents delivered on the Closing Date). (r) Each of Indenture Trustee, Owner Trustee, Pass Through Trustee, Owner Participant and Lessee shall have received opinions addressed to them from Chad▇▇▇▇▇▇ & ▇ark▇ ▇▇▇, special counsel for Owner Participant, and in-house or otherwise modify other corporate counsel to Owner Participant, substantially to the same effect as the opinions delivered on the Delivery Date pursuant to Section 4(a)(xiv) of the Original Participation Agreement (but reflecting the documents delivered on the Closing Date). (s) Each of Indenture Trustee, Owner Trustee, Pass Through Trustee, Owner Participant and Lessee shall have received an opinion addressed to them from Daug▇▇▇▇▇, ▇▇wl▇▇ & ▇ere▇▇▇▇, ▇▇ecial counsel in Oklahoma City, Oklahoma, substantially to the same effect taking into account the First Amendment to Trust Indenture and the First Amendment to Lease Agreement, (i) as the opinion delivered by it pursuant to Section 4(a)(xv) of the Original Participation Agreement on the Delivery Date and (ii) as the opinion delivered to them subsequent to the Delivery Date pursuant to the final paragraph of Section 4(a) of the Original Participation Agreement. (t) Each of Indenture Trustee, Owner Trustee, Pass Through Trustee and Owner Participant shall have received an independent insurance broker's report, and certificates of insurance, dated the Closing Date, substantially in the form of the report and certificates delivered pursuant to Section 4(a)(xxi) of the Original Participation Agreement on the Delivery Date, as to the due compliance with the terms of Section 11 of the Lease relating to the insurance with respect to the Aircraft and with any other agreements of its rights thereunder without Lender’s prior written consentLessee with respect to such insurance, and references in such report and certificates to (x) the "Indenture", the "Participation Agreement", and the "Lease" shall be to such documents as amended by the First Amendment to Trust Indenture, the First Amendment to Participation Agreement and the First Amendment to Lease Agreement and (y) "Additional Insureds" shall be to such term as utilized in the Lease.

Conditions Precedent. The obligations provisions contained herein shall only be effective upon the satisfaction of Lender under this Amendment shall be subject to each of the following conditions precedent that: in a manner satisfactory to Agent: (a) Debtor Agent shall have received this Amendment No. 4, duly authorized, executed and delivered to Lender this Amendmentby Borrowers, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor Guarantors and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; Required Lenders; (b) Guarantor Agent shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in received the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facilityinitial Equipment Purchase Term Note, in form and substance satisfactory to Agent, duly authorized, executed and delivered by OMG; (c) Agent shall have received, in form and substance satisfactory to Agent, a Secretary's Certificate from each Borrower and Guarantor with a counterparty reasonably acceptable respect to, among other things, the resolutions of the Board of Directors of such Borrower and Guarantor evidencing the adoption and subsistence of resolutions approving the execution, delivery and performance by such Borrower and Guarantor of this Amendment No. 4 and the other Amendment Documents; (d) Agent shall have received (i) an amendment to Lenderthe Tranche B Term Loan Agreement (the "Tranche B Amendment"), in form and substance satisfactory to Agent, duly authorized, executed and delivered by each of the parties thereto, which Hedge Agreement Tranche B Amendment shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges in full force and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreementeffect, and Debtor (ii) an amendment to the Intercreditor Agreement (the "Intercreditor Amendment"), in form and substance satisfactory to Agent, duly authorized, executed and delivered by Tranche B Term Loan Agent and acknowledged by Borrowers and Guarantors, which Intercreditor Amendment shall take all actions reasonably requested by Lender be in full force and effect; (e) Agent shall have received a true and correct copy of any consent, waiver or approval to enforce Debtor’s rights under or of this Amendment No. 4 or any other Amendment Documents which any Borrower or Guarantor is required to obtain from any other Person, and such Hedge Agreement consent, waiver or approval shall in the event form and substance satisfactory to Agent; and (f) no Default or Event of a default by the counterparty thereunder Default shall exist or have occurred and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentbe continuing.

Conditions Precedent. The obligations of Lender under this Amendment shall be subject to the conditions precedent that: (a) Debtor shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions Conditions precedent to the effectiveness of, a Hedge Agreement (governed be performed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit FacilitySeller. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor Seller hereby acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and Buyer's obligation to any complete the purchase of the CollateralBusiness, as well as to perform all other obligations hereunder, is subject to the satisfaction of the following conditions by Seller, before the Closing Date: I) All warranties, representations, or other acknowledgments made in this Agreement will be entirely accurate and true in every respect on the Closing Date. II) Seller will ensure all paperwork required for the sale of the Business and execution of this Agreement, including documents, forms, registrations, assignments, authorizations or other, will be duly completed. III) Seller will have all paperwork for the sale of Business duly executed. IV) Seller will provide Buyer with any and all information required so that Buyer may step into the shoes of the Seller for the proper operation of the Business. V) Seller will obtain all necessary consents required, under any existing contracts, leases, or otherwise, for Buyer's continued operation of the Business. b) Conditions precedent to be performed by Buyer. Debtor shall comply with Buyer hereby acknowledges and agrees that Seller's obligation to complete the purchase of the Business, as well as to perform all other obligations hereunder, is subject to the satisfaction of its the following conditions by Buyer, before the Closing Date: I) All warranties, representations, or other acknowledgments made in this Agreement will be entirely accurate and true in every respect on the Closing Date. II) Buyer will ensure all paperwork required for the purchase of the Business and execution of this Agreement, including documents, forms, registrations, assignments, authorizations or other, will be duly completed. If either Party does not satisfy their obligations under this clause, the terms entire Agreement will be null and provisions of such Hedge Agreement, void and Debtor there shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in be no further relationship or obligations between the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentParties.

Conditions Precedent. The obligations of Lender under this Amendment This Agreement shall be subject to effective on January 1, 2011 (the “Effective Date”) provided that all of the following conditions precedent that: have been met: (a) Debtor this Agreement shall have been executed and delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE by the Company and the Required Holders; (b) the Consent and Acknowledgement of Guarantors substantially in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS form attached hereto shall have been executed and delivered by the Trust and each Subsidiary Guarantor; ($45,000,000.00), a CLOSING CERTIFICATE of a manager c) an amendment to the Bank Facility and to each of the general partner other note purchase agreements to which the Company is a party giving effect to the Reorganization and permitting the inclusion of Debtor Joint Venture Development Entities as “Subsidiaries” and “Restricted Subsidiaries” (as those terms are defined in the Bank Facility) on substantially the same basis as herein provided, shall have become effective prior to the date of this Agreement or concurrently herewith; (d) the representations and warranties contained in Article 5 of this Agreement shall be true on and as of the Effective Date; (e) the Reorganization shall have been completed on the Effective Date as described in the Plan of Arrangement as defined in the Arrangement Agreement dated November 10, 2010 among the Trust, the Company and certain Subsidiaries of the Trust, and in accordance with Section 23.1(b) of the Note Agreement (having regard to the manner in which the Reorganization is being effected); and in particular, the “Company” under the Note Agreement on and after the Effective Date shall be the publicly trading continuing corporation resulting from a statutory amalgamation of the Company with certain other wholly-owned Subsidiaries of the Trust under the Business Corporations Act (Alberta); (f) all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be satisfactory in substance and form to the holders, and the holders shall have received all such counterparts or certified or other copies of such documents as they may reasonably request; (g) the holders shall have received an opinion of Burnet, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Company, dated the Effective Date and satisfactory to the Required Holders, as to the Company, each Restricted Subsidiary that continues as a successor to the Subsidiary Guarantors on the date hereof, the Note Agreement and each Note, as amended by this Agreement, the Subsidiary Guarantees, and as to such other documents and instruments incidental and appropriate to matters as the transaction provided for herein as Lender or its counsel Required Holders may reasonably request; and (bh) Guarantor the holders shall have executed and delivered received from ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, who is acting as special counsel for them in connection with this Agreement, a favourable opinion satisfactory to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable such holders as to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase such matters incident to the Note amount; and (d) Debtor shall enter intomatters contemplated in this Agreement as they may reasonably request. The Company agrees to extend the benefit of Section 2.1 to all holders of Notes, make all payments required undereffective January 1, and satisfy all conditions precedent 2011, whether or not they are a signatory to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge this Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consent.

Conditions Precedent. The obligations of Lender under this This Amendment shall be effective as of the Second Amendment Effective Date and its effectiveness is subject to the satisfaction of or waiver by the Bank of all of the following conditions precedent that: (a) Debtor shall have precedent: 2.01. Delivery by the Authority of an executed delivered to Lender counterpart of this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE . 2.02. Delivery by the Authority of an executed MTA RAN issued to the Bank and registered in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager name of the general partner Bank. 2.03. Certified copies of Debtor resolutions of the Authority approving this Amendment and such all other documents documents, including records of proceedings of the Authority, instruments, governmental approvals, third-party approvals and instruments incidental opinions as the Bank and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered request evidencing any other necessary action, including without limitation an amendment or supplement to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender the Section 16 Certificate in form and content; (c) Debtor shall substance satisfactory to the Bank. 2.04. A certificate of the Authority stating the names and true signatures of the officers of the Authority authorized to sign this Amendment and the other documents to be delivered by the Authority hereunder. 2.05. A certificate or certificates of the Authority stating that since the date of the Authority’s most recent audited financial statements, except as may have paid Lender an origination fee been disclosed to the Bank in writing prior to the Second Amendment Effective Date, no material adverse change has occurred in the amount financial position, results of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS operations or prospects of the Authority. ($225,000.00i) as consideration for An opinion of Note Counsel dated the increase Second Amendment Effective Date addressed to the Note amount; Bank in form and (d) Debtor shall enter into, make all payments required undersubstance satisfactory to the Bank and its counsel, and satisfy all conditions precedent addressed to the effectiveness ofAuthority and the Bank, a Hedge Agreement as to the due authorization, execution and delivery, validity and enforceability with respect to the Authority of this Amendment and (governed by and subject ii) an opinion of Note Counsel dated the Second Amendment Effective Date addressed to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit FacilityAuthority, in form and substance satisfactory to the Bank and its counsel, and addressed to the Bank as to the due authorization, execution and delivery, validity and enforceability with a counterparty reasonably acceptable respect to Lender, which Hedge Agreement shall be effective through the Maturity Date Authority of the Credit Facility. In MTA RANs, the event Debtor enters into Transportation Resolution, the Hedge Agreement referenced herein with a financial institution RANs Resolution and the Section 16 Certificate (as amended or supplemented as set forth above) and such other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions matters as reasonably requested by Lender the Bank; 2.07. All other legal matters pertaining to enforce Debtor’s rights under such Hedge Agreement in the event execution and delivery of a default by this Amendment shall be reasonably satisfactory to the counterparty thereunder Bank and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentcounsel.

Conditions Precedent. Mutual Conditions Precedent of Orezone, New Orezone and IAMGOLD 5.1 The respective obligations of Lender under this Amendment Orezone, New Orezone and IAMGOLD to complete the Arrangement shall be subject to the satisfaction, at or before the Effective Time, of the following conditions precedent that: precedent, each of which may only be waived, in whole or in part, by mutual consent of Orezone, New Orezone and IAMGOLD: (a) Debtor the Interim Order shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, been granted in form and substance satisfactory to the Parties hereto, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to the Parties hereto, acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been approved by the Orezone Shareholders at the Orezone Meeting in accordance with the provisions of the Interim Order; (c) the Final Order shall have been granted in form and substance satisfactory to the Parties hereto, acting reasonably, and shall not have been set aside or modified in a counterparty reasonably acceptable manner unacceptable to Lenderthe Parties hereto, which Hedge Agreement acting reasonably, on appeal or otherwise; (d) each Pre-Acquisition Reorganization including, without limitation, the Essakane Transfer, the Orezone Inc. Transfer and the New Orezone Cash Contribution, shall have been completed; (e) New Orezone shall be effective through deemed to be a reporting issuer under the Maturity Date Securities Laws of the Credit Facility. In Province of Ontario on the event Debtor enters into Effective Date; (f) the Hedge Agreement referenced herein New Orezone Shares shall have been conditionally approved to be listed on either the TSX or the TSX Venture Exchange; (g) the TSX shall have conditionally approved the listing thereon and the NYSE shall have authorized the listing thereon, subject to official notice of issuance, of the IAMGOLD Shares to be issued pursuant to the Arrangement as of the Effective Date, or as soon as possible thereafter; (h) the distribution of the IAMGOLD Shares and New Orezone Shares and any other securities of IAMGOLD issued in exchange for securities of Orezone in the United States pursuant to the Arrangement shall be exempt from registration requirements under the 1933 Act and, except with a financial institution respect to Persons deemed “affiliates” of IAMGOLD or New Orezone, as the case may be, under the 1933 Act, the IAMGOLD Shares and New Orezone Shares and any other securities of IAMGOLD issued in exchange for securities of Orezone to be distributed in the United States pursuant to the Arrangement shall not be subject to resale restrictions in the United States under the 1933 Act, provided however, that Orezone Convertible Securities, the Convertible Debenture or any IAMGOLD securities issued in exchange therefor (other than Lenderthe Orezone Options or any options to purchase IAMGOLD Shares issued in exchange therefor) may not be exercised in the United States on behalf or for the benefit of, Debtor acknowledges a U.S. person (as such term is defined in Regulation S under the 1933 Act), unless registered under the 1933 Act or an exemption is available from the registration requirements of the 1933 Act and agrees any applicable state securities laws, and the holder furnishes to IAMGOLD an opinion of counsel or other documentation satisfactory to IAMGOLD to such effect; (i) the Parties hereto shall have each filed all notices and information required or desirable, in the Parties' joint discretion, acting reasonably and (i) The Commissioner of Competition (“Commissioner”) shall have issued an advance ruling certificate pursuant to section 102 of the Competition Act; or (ii)(A) the waiting period under section 123 of the Competition Act shall have expired, been terminated or waived pursuant to section 113(c) of the Competition Act and (B) the Commissioner shall have advised IAMGOLD, in writing, that such Hedge she has no intention to file an application under Part VIII of the Competition Act in connection with the arrangement and the other transactions contemplated by this Agreement; and (j) this Agreement shall not be secured by a lien or security interest in and have been terminated pursuant to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentArticle 7 hereof.

Conditions Precedent. The obligations effectiveness of Lender under this Amendment shall be subject to Lease is hereby conditioned upon the conditions precedent that: (a) Debtor shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager satisfaction of the general partner following conditions precedent: (i) Landlord's acquisition of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender Land on or its counsel may reasonably requestbefore March 3, 1997; and (bii) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration Landlord's obtaining a binding, written commitment or agreement for the increase to the Note amount; and (d) Debtor shall enter intofinancing, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) joint venture development or sale of the principal amount of the Credit FacilityPremises on or before January 10, 1997, that is acceptable in form and substance to Landlord in its sole discretion, and with which commitment or agreement is in a counterparty reasonably form and content acceptable to Lender, which Hedge Agreement shall Landlord in its sole discretion; and (iii) Landlord and Tenant concurrently herewith entering into another lease agreement (the "Adjacent Lease") on terms substantially the same as this lease covering two (2) additional buildings (and leasehold improvements therein) to be effective through the Maturity Date constructed by Landlord on another portion of the Credit FacilityLand. In Such additional two buildings are hereinafter referred to herein as "Building B and Building D" or the "Adjacent Buildings". With respect to the condition set forth in clause (i) above, Landlord hereby agrees that in the event Debtor enters into Landlord does not acquire the Hedge Agreement referenced herein with Land by January 10, 1997, then, provided the seller of the Land does not breach its obligation to sell the Land and provided further that all contingencies to Landlord's obligation to close escrow on the Land are satisfied, Landlord (or its successor or assign) shall acquire the Land upon the earlier of (A) the date five (5) business days following the date such seller obtains a financial institution other than Lenderwater quality certification (approved by Landlord) or waiver of such certification from the San Francisco Bay Regional Water Quality Control Board, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to (B) March 3, 1997. If any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default foregoing conditions precedent are not satisfied by the counterparty thereunder applicable outside dates established therefor, then Landlord may terminate this Lease by written notice to Tenant given not later than three (3) business days following the outside date established for satisfaction of the applicable condition precedent as set forth above. Upon any such termination of this Lease, neither party shall have any obligations to the other in connection with or under this Lease except for obligations accruing prior to the termination and shall not waiveobligations which, amend or otherwise modify by their terms, survive the termination of this Lease. If any of its rights thereunder without Lender’s prior the foregoing conditions precedent are not satisfied on or before March 3, 1997, then Tenant shall have the right to terminate this Lease by written consentnotice to Landlord given not later than the earlier of (y) the date such conditions are satisfied, or (z) March Tenant acknowledges that Landlord may subdivide or parcelize the Land into two (2) separate legal parcels, each containing approximately the same square footage as the other. If Landlord so subdivides or parcelizes the Land into two (2) separate legal parcels as described above, Building A and Building C shall be situated on one of the legal parcels and Building B and Building D shall be located on the other legal parcel. Tenant has no objection to Landlord subdividing or parcelizing the Land as described above and Tenant agrees to reasonably cooperate with Landlord, at no material cost to Tenant, in any such subdivision or parcelization of the Land as described above.

Conditions Precedent. The obligations 5.1 Conditions Precedent to Initial Loans and Letter of Credit ---------------------------------------------------------- Accommodations. Each of the following is a condition precedent to Lender under this Amendment shall be subject to (or -------------- Agent on behalf of Lender) making the conditions precedent that: initial Loans and providing the initial Letter of Credit Accommodations hereunder: (a) Debtor Agent shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facilityreceived evidence, in form and substance satisfactory to Agent, that Agent has valid perfected and first priority security interests in and liens upon the Collateral and any other property which is intended to be security for the Obligations or the liability of any Obligor in respect thereof, subject only to the security interests and liens permitted herein or in the other Financing Agreements; (b) all requisite corporate action and proceedings in connection with a counterparty reasonably acceptable to Lender, which Hedge this Agreement and the other Financing Agreements shall be effective through satisfactory in form and substance to Agent, and Agent shall have received all information and copies of all documents, including, without limitation, records of requisite corporate action and proceedings which Agent may have requested in connection therewith, such documents where requested by Agent or its counsel to be certified by appropriate corporate officers or governmental authorities; (c) no material adverse change shall have occurred in the Maturity Date assets, business or prospects of Borrower since the Credit Facility. In date of Agent's latest field examination and no change or event shall have occurred which would impair the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien ability of Borrower or security interest in and any Obligor to perform its obligations hereunder or under any of the other Financing Agreements to which it is a party or of Agent to enforce the Obligations or realize upon the Collateral. Debtor ; (d) Agent shall comply have completed a field review of the Records and such other information with respect to the Collateral as Agent may require to determine the amount of Loans available to Borrower including, without limitation, current agings of receivables, current perpetual inventory records and/or roll-forwards of Inventory through the date of closing, together with such supporting documentation as may be necessary or appropriate, and other documents and information that will enable Agent to accurately identify and verify the Collateral, the results of which shall be satisfactory to Agent, not more than three (3) Business Days prior to the date hereof; (e) Agent shall have received, in form and substance satisfactory to Agent, all consents, waivers, acknowledgments and other agreements from third persons which Agent may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the Collateral or to effectuate the provisions or purposes of this Agreement and the other Financing Agreements, including, without limitation, acknowledgements by lessors, mortgagees and warehousemen of Agent's security interests in the Collateral, waivers by such persons of any security interests, liens or other claims by such persons to the Collateral and agreements permitting Agent's access to, and the right to remain on, the premises to exercise its obligations rights and remedies and otherwise deal with the Collateral; (f) Borrower shall have established the Blocked Accounts and Agent shall have received, in form and substance satisfactory to Agent, all agreements with the depository banks and Borrower with respect to such Blocked Accounts as Agent may require pursuant to Section 7.3 hereof, duly authorized, executed and delivered by such depository banks and Borrower; (g) Agent shall have received evidence, in form and substance satisfactory to Agent, that Borrower has (i) directed the banks at which Borrower maintains deposit accounts for the initial receipt of cash, checks and other items from Borrower's retail store locations to transfer all immediately available funds deposited in such bank only to the Blocked Accounts as required pursuant to Section 7.3 hereof or as otherwise directed by Agent and (ii) notified such banks of the security interests of Agent in such funds and the other Collateral; (h) Agent shall have received Credit Card Acknowledgements in each case, duly authorized, executed and delivered by the Credit Card Issuers and Credit Card Processors; (i) Agent shall have received evidence of insurance and loss payee endorsements required hereunder and under the terms other Financing Agreements, in form and provisions of such Hedge Agreementsubstance satisfactory to Agent, and Debtor certificates of insurance policies and/or endorsements naming Agent and each Lender as loss payee; (j) Agent shall take have received, in form and substance satisfactory to Agent, the opinion letter of counsel(s) to Borrower with respect to the Financing Agreements and the security interests and liens of Agent with respect to the Collateral and such other matters as Agent may request; (k) the other Financing Agreements and all actions reasonably requested by Lender instruments and documents hereunder and thereunder shall have been duly executed and delivered to enforce Debtor’s rights under such Hedge Agreement Agent, in the event of a default by the counterparty thereunder form and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentsubstance satisfactory to Agent.

Conditions Precedent. The obligations of Lender under this This Amendment shall be subject to not become effective until, and shall become effective on, the Business Day when each of the following conditions precedent that: shall have been satisfied (the “Amendment Effective Date”): (a) Debtor Each Noteholder shall have executed delivered to Lender received this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in duly executed by the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; Fund. (b) Guarantor The Required Holders shall have executed and delivered consented to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; this Amendment as evidenced by their execution thereof. (c) Debtor The representations and warranties of the Fund set forth in Section 3 hereof shall have paid Lender an origination fee in be true and correct as of the amount date of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) the execution and delivery of this Amendment and as consideration for of the increase to the Note amount; and Amendment Effective Date. (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) Any consents or approvals from any holder or holders of any outstanding security or indebtedness of the principal amount Fund and any amendments of agreements pursuant to which any securities or indebtedness may have been issued which shall be necessary to permit the consummation of the Credit Facility, transactions contemplated hereby shall have been obtained and all such consents or amendments shall be reasonably satisfactory in form and substance to the holders and their special counsel. (e) Each Noteholder shall have received such certificates of officers of the Fund as it may reasonably request with respect to this Amendment and the transactions contemplated hereby. (f) The Fund shall have paid the fees and disbursements of the Noteholders’ special counsel, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, incurred in connection with the negotiation, preparation, execution and delivery of this Amendment and the transactions contemplated hereby which fees and disbursements are reflected in the statement of such special counsel delivered to the Fund at the time of the execution and delivery of this Amendment. ClearBridge Energy MLP Opportunity Fund Inc. First Amendment Agreement to 2015 Note Purchase Agreement (g) The (i) Bank Facility and (ii) the Second Amendment Agreement to Note Purchase Agreement dated February 7, 2013 shall close concurrently with the transaction contemplated hereby. Each Noteholder shall have received fully executed copies of (a) the Bank Facility, (b) the Second Amendment to Note Purchase Agreement dated February 7, 2013, (c) the Security Agreement (as defined in the Bank Facility), (d) the Amended and Restated Security Agreement (including the First Amendment Agreement to Security Agreement (as defined in the 2013 Note Agreement), (e) the First Amendment Agreement to Security Agreement dated as of May 29, 2018 which amends the Security Agreement (as defined in the Note Agreement), (f) the Intercreditor Agreement dated as of May 29, 2018, (g) the Temporary Control Agreement, (h) the Continuing Control Agreement and (i) each Custody Agreement, each in a counterparty form reasonably acceptable satisfactory to Lenderthe Noteholders. (h) Each Noteholder shall have received a fully executed copy of a Reaffirmation of Financing Agreements dated May 29, 2018 (the “Reaffirmation”). (i) Each Noteholder shall have received legal opinions of (x) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Maryland counsel to the Fund, (y) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the Fund and (z) Ropes & ▇▇▇▇, LLP, Massachusetts counsel to the Fund, each in a form reasonably satisfactory to the Noteholders. (j) Each Noteholder shall have received from the Fund a manually signed certificate from the Secretary or Assistant Secretary of the Fund, in all respects satisfactory to the Noteholders, (i) certifying as to the incumbency of authorized persons of the Fund executing this Amendment, (ii) attaching true, complete and correct copies of the resolutions duly adopted by the board of directors of the Fund approving this Amendment and the transactions contemplated hereby, all of which Hedge Agreement are in full force and effect on the date hereof, and (iii) attaching true, complete and correct copies of each such amendment, supplement or modification to the Fund’s charter documents since August 26, 2015. (k) All corporate and other proceedings in connection with the transactions contemplated by this Amendment and all documents and instruments incident to such transactions shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution satisfactory to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions copies of such Hedge Agreement, and Debtor shall take all actions documents as you or they may reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentrequest.

Conditions Precedent. The obligations effectiveness of this Second Amendment and Schedule No. 2 are subject to the satisfaction (or waiver by the Agent) of the following conditions precedent (the date of satisfaction or waiver of such conditions being referred to as the “Second Amendment Effective Date”): (a) the Lender shall have received a counterpart signature page of this Second Amendment duly executed by the Borrower, each Guarantor and Negative Pledgor; (b) the Lender shall have received the duly executed Schedule No. 2 to Financing Agreement; (c) the Lender shall have received an amendment to the “note” issues with respect to Schedule No. 1 and a “note” with respect to Schedule No. 2, in each case duly executed by the Borrower; (d) as of the Second Amendment Effective Date, (a) the representation and warranties of the Borrower set forth in the Financing Agreement and each Schedule shall be true and correct in all material respects (except in the case of any representation or warranty which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be), (b) the representation and warranties of each Guarantor set forth in each Guaranty shall be true and correct in all material respects (except in the case of any representation or warranty which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be) and (c) after giving effect to (i) the Second Amendment Effective Date, (ii) the disbursement of the proceeds of Schedule No. 2 and Schedule No. 2 to the Financing Agreement, (iii) the consummation of the transaction contemplated by this Second Amendment and Schedule No. 2 to the Financing Agreement and (iv) the payment and accrual of all transaction costs in connection with the foregoing, the Borrower as of the Second Amendment Effective Date, is Solvent and has the ability to pay the Borrower’s debts when they come due and the Borrower is not contemplating and has not contemplated relief under this Amendment any bankruptcy laws or other similar laws for the relief of debtors, except as disclosed to the Lender in writing; (e) the Lender shall have received the “Warrants” as specified and defined in Schedule No. 2; (f) each of Scrubgrass Reclamation Company, L.P. and Panther Creek Power Operating, LLC (each a “Negative Pledgor” and collectively, the “Negative Pledgors”) shall execute and deliver a “negative” pledge agreement (the “Negative Pledge Agreement”), in which each Negative Pledgor shall represent, warrant and covenant that (i) none of them has any indebtedness (other than Reclamation Permitted Indebtedness (as defined in the Negative Pledge Agreement) and Panther Creek Permitted Indebtedness (as defined in the Negative Pledge Agreement), as applicable) and none of their assets and properties are or shall be subject to any lien for borrowed money and (ii) until the conditions precedent that: indefeasible payment in full of all amounts owed under Schedule No. 2, all of their assets and properties shall remain free and clear of any and all liens for borrowed money and none of them shall incur any indebtedness; and (ag) Debtor shall have executed delivered all fees and expenses required to Lender be paid on the Second Amendment Effective Date pursuant to this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in Second Amendment and the amount Schedule No. 2 and all reasonable and documented out-of-pocket expenses of FORTY-FIVE MILLION AND NO/100 DOLLARS the Lenders ($45,000,000.00including fees and expenses of counsel), a CLOSING CERTIFICATE of a manager in each case, shall, upon the initial funding of the general partner of Debtor amounts under the Schedule No. 2, have been paid (it being agreed and understood that such other documents and instruments incidental and appropriate to amounts may be set-off against the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) proceeds of the principal amount of the Credit Facility, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit FacilitySchedule No. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consent2).

Conditions Precedent. The obligations amendments and waivers set forth herein shall not become effective unless and until each of the following conditions shall have been satisfied, as determined by Lender under this Amendment shall be subject to the conditions precedent that: in its sole discretion: (a) Debtor The Loan Parties party thereto and Ally Capital shall have executed delivered entered into an amendment to the Ally Capital Lease, in form and substance satisfactory to Lender, pursuant to which all violations of the financial covenants set forth therein shall be waived on a basis satisfactory to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and all such other documents and instruments incidental and appropriate covenants applicable to future periods which correspond to the transaction provided for herein financial covenants amended hereby shall be amended so that such covenants are no more restrictive than the covenants set forth herein, as determined by Lender or in its counsel may reasonably request; sole discretion . (b) Guarantor Each of the Loan Parties shall have executed and delivered in favor of Lender such additional Loan Documents and amendments to existing Loan Documents as Lender shall deem to be necessary or appropriate in connection herewith. (c) After giving effect to the waivers set forth in Section 9 hereof, no Default or Event of Default shall have occurred and be continuing. (d) In consideration of the accommodations by Lender to the Loan Parties contemplated hereby the Loan Parties shall have paid to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable a fee of $25,000, which fee shall be fully-earned on the date hereof and non-refundable, and shall be in addition to, and not in lieu of, all fees, interest and expenses payable by the Loan Parties under the Loan Agreement. (e) Since December 31, 1996, there shall have occurred no material adverse change in the business, operations, financial conditions, profits or prospect of any Loan Party or in the Collateral, except for the explosion at Borrowers' Memphis, Tennessee facility. (f) Borrowers shall have delivered to Lender a draft of Parent's consolidated audited financial statements for its 1996 Fiscal Year and the same shall be satisfactory to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentrespects.

Conditions Precedent. The obligations effectiveness of Lender under this Amendment shall be is subject to the conditions precedent that: following conditions: (a) Debtor The Administrative Agent shall have executed delivered to Lender received signature pages for this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in Amendment from Borrower and the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; Required Lenders; (b) Guarantor Borrower shall deliver or cause to be delivered a legal opinion of counsel to Borrower, together with any additional legal opinions or other documents reasonably requested by the Administrative Agent in connection herewith; (c) the Administrative Agent shall have received from Borrower a certificate, executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT by the secretary of Borrower (or such other officer as may be acceptable to Lender the Administrative Agent) in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase substance satisfactory to the Note amount; and (d) Debtor shall enter intoAdministrative Agent, make all payments required under, and satisfy all conditions precedent to the effectiveness of, attaching a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) copy of the principal amount of the Credit Facilityresolutions, in form and substance and with a counterparty reasonably acceptable satisfactory to Lenderthe Administrative Agent, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In Board of Directors (or similar body) of Borrower (or a duly authorized committee thereof) authorizing the event Debtor enters into execution, delivery and performance of this Amendment, the Hedge Agreement referenced herein with a financial institution other than Lenderdefinitive documentation relating to the Ranch Joint Venture Investment and the related transactions (including this Amendment); (d) the Administrative Agent shall have received all material agreements and definitive documentation relating to the ELG Joint Venture and the Ranch Joint Venture, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of including (without limitation) the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge ELG Joint Venture Governing Agreement, the Ranch Joint Venture Governing Agreement and Debtor such other agreements as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent; (e) Borrower shall take have paid all actions reasonably requested amounts owed pursuant to Section 9 hereof; and (f) Borrower shall have paid a fee to the Administrative Agent for the benefit of each Lender who delivers to the Administrative Agent a consent in writing to this Amendment by Lender 5:00 p.m., New York City time on December 14, 2011, in an amount equal to enforce Debtor’s rights under $10,000 for each such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consent.

Conditions Precedent. The (a) Conditions Precedent to the Participations in the Aircraft. It is agreed that the respective obligations of Lender under this Amendment shall be the Owner Trustee, the Owner Participant, the Indenture Trustee, the Subordination Agent and the Pass Through Trustee on behalf of each Pass Through Trust to participate in the Transactions contemplated hereby on the Delivery Date are subject to the fulfillment to the satisfaction of each party (or waiver by such party), prior to or on the Delivery Date of the following conditions precedent, except that paragraphs (ii), (iv)(5), (xix), (xx) and (xxi) shall not be a condition precedent that: to the obligations of the Pass Through Trustee, and paragraphs (aiii), (vi) Debtor (insofar as it relates to certificates and documents to be delivered by the Owner Participant), (xiii) and (xix) shall not be a condition precedent to the obligation of the Owner Participant and paragraph (xxiii) shall not be a condition precedent to the obligations of the Subordination Agent: (i) On the Delivery Date, no change shall have executed delivered occurred after the date of the execution and delivery of this Agreement in applicable law or regulations or guidelines or interpretations thereof by appropriate regulatory authorities or any U.S. Federal Court of Appeals which would make it a violation of law or regulations or guidelines for the Pass Through Trustee or the Owner Participant to Lender this Amendmentmake its Commitment available in accordance with Section 2 and to enter into the Transactions. (ii) In the case of the Owner Participant, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the Pass Through Trustees shall have made available the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS their Commitments for the Aircraft in accordance with Section 2. ($45,000,000.00), a CLOSING CERTIFICATE of a manager iii) In the case of the general partner of Debtor and such other documents and instruments incidental and appropriate to Pass Through Trustees, the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor Owner Participant shall have made available the amount of its Commitment for the Aircraft in accordance with Section 2. (iv) The following documents shall have been duly authorized, executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor by the respective party or parties thereto, shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, each be satisfactory in form and substance to the Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent and shall be in full force and effect and executed counterparts shall have been delivered to the Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Trustee, the Subordination Agent, Lessee and their respective counsel, provided that only the Subordination Agent on behalf of each Pass Through Trustee shall receive an executed original of such Pass Through Trustee's respective Equipment Note, the chattel paper counterpart of the Lease and the Lease Supplement covering the Aircraft dated the Delivery Date shall be delivered to the Indenture Trustee, the Tax Indemnity Agreement need only be satisfactory to the Owner Participant and Lessee and shall only be delivered to Lessee and the Owner Participant and their respective counsel: (1) a copy of the Purchase Agreement, as filed with the SEC, with confidential treatment granted with respect to certain sections; (2) the Purchase Agreement Assignment; (3) the Lease; (4) a counterparty reasonably acceptable Lease Supplement covering the Aircraft dated the Delivery Date; (5) the Tax Indemnity Agreement; (6) the Trust Agreement; (7) a Trust Indenture and Trust Supplement covering the Aircraft dated the Delivery Date; (8) the ▇▇▇▇ of Sale; (9) the FAA ▇▇▇▇ of Sale and a copy of the Manufacturer's Warranty ▇▇▇▇ of Sale; (10) an acceptance certificate covering the Aircraft in the form agreed to Lenderby the Owner Participant and Lessee (herein called the "Acceptance Certificate") duly completed and executed by the Owner Trustee or its agent, which Hedge may be a representative of Lessee, and by such representative on behalf of Lessee; (11) the Trust Indenture; (12) the Equipment Notes; (13) the Consent and Agreement; (14) the Engine Agreement Assignment; (15) the Engine Consent and Agreement; (16) the French Law Pledge Agreement; and (17) the Indenture Trustee Parent Guaranty. In addition, the Pass Through Trustee and the Owner Participant each shall be effective through the Maturity Date have received executed counterparts or conformed copies of the Credit Facility. In following documents: (1) the event Debtor enters into Pass Through Trust Agreement; (2) the Hedge Intercreditor Agreement; (3) the Liquidity Facility for the Pass Through Trust; and (4) the Policy Provider Agreement referenced herein with a financial institution other than Lenderand the Policy for the Class G Pass Through Trust. (v) A Uniform Commercial Code financing statement or statements covering all the security interests created by or pursuant to the Granting Clause of the Trust Indenture that are not covered by the recording system established by the Transportation Code shall have been executed and delivered by the Owner Trustee, Debtor acknowledges and agrees that arrangements satisfactory to the Owner Participant and the Indenture Trustee shall have been made for the filing of such Hedge Agreement financing statement or statements in all places necessary or advisable, and any additional Uniform Commercial Code financing statements deemed advisable by the Owner Participant or the Pass Through Trustee shall have been executed and delivered by Lessee or the Owner Trustee and arrangements satisfactory to the Owner Participant and the Indenture Trustee shall have been made for the filing of such financing statements. (vi) The Owner Trustee, the Owner Participant, the Indenture Trustee, Pass Through Trustee and the Subordination Agent shall have received the following, in each case in form and substance satisfactory to it (except it shall not be secured a condition to the obligation of any such party that it receive a certificate or other document required to be delivered by it): (1) an incumbency certificate of Lessee as to the person or persons authorized to execute and deliver the Operative Documents to which the Lessee is a lien party and any other documents to be executed on behalf of Lessee in connection with the Transactions contemplated hereby and the signatures of such person or security interest in and to any persons; (2) a copy of the Collateral. Debtor shall comply resolutions of the board of directors of Lessee or Lessee's executive committee, certified by the Secretary or an Assistant Secretary of Lessee, duly authorizing the Transactions contemplated hereby and the execution and delivery of each of the documents required to be executed and delivered on behalf of Lessee in connection with all the Transactions contemplated hereby; (3) a copy of its obligations the certificate of incorporation of Lessee, certified by the Secretary of State of the State of Delaware, a copy of the by-laws of Lessee certified by the Secretary or Assistant Secretary of Lessee, and a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date shortly prior to the closing, as to the due incorporation and good standing of Lessee in such state; and (1) an incumbency certificate of the Indenture Trustee as to the person or persons authorized to execute and deliver the Operative Documents to which the Indenture Trustee is a party and any other documents to be executed on behalf of the Indenture Trustee in connection with the Transactions contemplated hereby and the signatures of such person or persons; (2) a copy of the resolutions of the board of directors of the Indenture Trustee, certified by the Secretary or an Assistant Secretary of the Indenture Trustee, duly authorizing the Transactions contemplated hereby and the execution and delivery of each of the documents required to be executed and delivered on behalf of the Indenture Trustee in connection with the Transactions contemplated hereby; (3) a copy of the articles of association of the Indenture Trustee certified by the Comptroller of the Currency, a copy of the by-laws of the Indenture Trustee certified by the Secretary or an Assistant Secretary of the Indenture Trustee, and a certificate or other evidence from the Comptroller of the Currency, dated as of a date shortly prior to closing, as to the good standing of the Indenture Trustee under the terms laws of the United States of America; and (4) a certificate signed by an authorized officer of the Indenture Trustee, dated the Delivery Date, certifying that the representations and provisions warranties contained herein of the Indenture Trustee are correct as though made on and as of the Delivery Date; except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such Hedge Agreementearlier date). (1) an incumbency certificate of the Owner Trustee as to the person or persons authorized to execute and deliver the Owner Trustee Documents and any other documents to be executed on behalf of the Owner Trustee in connection with the Transactions contemplated hereby and the signatures of such person or persons; (2) a copy of the resolutions of the board of directors of the Owner Trustee, certified by the Secretary or an Assistant Secretary of the Owner Trustee, duly authorizing the transactions contemplated hereby and the execution and delivery of each of the documents required to be executed and delivered on behalf of the Owner Trustee in connection with the transactions contemplated hereby; (3) a copy of the articles of association of the Owner Trustee certified by the Comptroller of the Currency, a copy of the by-laws of the Owner Trustee certified by the Secretary or an Assistant Secretary of the Owner Trustee and a certificate or other evidence from the Comptroller of the Currency, dated as of a date shortly prior to closing, as to the good standing of the Owner Trustee under the laws of the United States; and (4) a certificate signed by an authorized officer of the Owner Trustee, dated the Delivery Date, certifying that the representations and warranties contained herein of the Owner Trustee (in its individual capacity and as trustee) are correct as though made on and as of the Delivery Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date). (1) an incumbency certificate of the Owner Participant as to the person or persons authorized to execute and deliver the Owner Participant Documents to which the Owner Participant is a party and any other documents to be executed on behalf of the Owner Participant in connection with the Transactions contemplated hereby and the signatures of such person or persons; (2) a copy of the resolutions of the board of directors of the Owner Participant, certified by the Secretary or an Assistant Secretary of the Owner Participant, duly authorizing the transactions contemplated hereby and the execution and delivery of each of the documents required to be executed and delivered on behalf of the Owner Participant in connection with the transactions contemplated hereby have been duly authorized; (3) a copy of the certificate of incorporation of the Owner Participant certified by the Secretary of State of the State of New York, a copy of the by-laws of the Owner Participant, each certified by the Secretary or an Assistant Secretary of the Owner Participant, and Debtor a certificate or other evidence from the Secretary of State of the State of New York, dated as of a date shortly prior to closing, as to the due incorporation and good standing of the Owner Participant in such state; and (4) a certificate signed by an authorized officer of the Owner Participant, dated the Delivery Date, certifying that the representations and warranties contained herein of the Owner Participant are correct as though made on and as of the Delivery Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date). (vii) All appropriate action required to have been taken prior to the Delivery Date in connection with the Transactions contemplated by the Operative Documents shall take have been taken by the Federal Aviation Administration, or any governmental or political agency, subdivision or instrumentality of the United States, and all actions reasonably requested orders, permits, waivers, authorizations, exemptions and approvals of such entities required to be in effect on the Delivery Date in connection with the transactions contemplated by Lender this Agreement shall have been issued, and all such orders, permits, waivers, authorizations, exemptions and approvals shall be in full force and effect on the Delivery Date. (viii) The Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent each shall have received a certificate signed by an authorized officer of Lessee to enforce Debtor’s rights under such Hedge Agreement the effect that: (1) the Aircraft has been duly certified by the Federal Aviation Administration as to type and has a current certificate of airworthiness in the event of a default transport category issued by the counterparty thereunder FAA, and Lessee has the authority to operate the Aircraft; (2) the FAA ▇▇▇▇ of Sale, the Lease, the Lease Supplement, the Trust Indenture and the Trust Supplement covering the Aircraft shall not waivehave been duly filed for recordation (or shall be in the process of being so duly filed for recordation) with the Federal Aviation Administration, amend and the Trust Agreement shall have been filed (or otherwise modify shall be in the process of being so filed) with the Federal Aviation Administration; (3) application for registration of the Aircraft in the name of the Owner Trustee (together with any required affidavits) has been duly made with the Federal Aviation Administration; (4) the representations and warranties contained herein of its rights thereunder without Lender’s prior written consentLessee are correct in all material respects as though made on and as of the Delivery Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties were correct on and as of such earlier date); and (5) the conditions to the purchase of the Equipment Notes by the Pass Through Trustees under the Pass Through Documents have been duly satisfied or waived in accordance with their respective terms. (ix) In the case of the Pass Through Trustees, the conditions specified in Section 3 of the Note Purchase Agreement shall have been satisfied or waived. (x) The Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent shall have received, addressed to each such party, an opinion, dated the Delivery Date substantially in the form of Exhibit A hereto from Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (Illinois), special counsel for Lessee, and an opinion dated the Delivery Date substantially in the form of Exhibit B hereto from Lessee's legal department. (xi) The Pass Through Trustee and the Owner Participant shall have received, addressed to the Pass Through Trustee, the Indenture Trustee, the Owner Participant, the Owner Trustee and Lessee, an opinion dated the Delivery Date substantially in the form of Exhibit C hereto from ▇▇▇▇▇▇▇▇ Chance, with respect to the Manufacturer Documents. (xii) The Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent shall have received, addressed to each such party, an opinion dated the Delivery Date substantially in the form of Exhibit D hereto from Ray, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special counsel for the Owner Trustee. (xiii) The Owner Trustee, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent shall have received, addressed to each such party, an opinion dated the Delivery Date substantially in the form of Exhibit E-1 hereto from Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for the Owner Participant, and an opinion dated the Delivery Date substantially in the form of Exhibit E-2 hereto from the Owner Participant's in- house counsel. (xiv) The Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent shall have received, addressed to each such party, an opinion dated the Delivery Date substantially in the form of Exhibit F hereto from ▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C., special FAA counsel. (xv) The Owner Trustee, the Owner Participant, the Pass Through Trustee and the Subordination Agent shall have received, addressed to each such party, an opinion dated the Delivery Date substantially in the form of Exhibit G from ▇▇▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Indenture Trustee. (xvi) The Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent shall

Conditions Precedent. The obligations of Lender under this Amendment This Supplemental Indenture shall become effective and shall be binding on each of the parties hereto upon the satisfaction or due waiver of each of the following conditions precedent: 1. The consent of the Requisite Investors shall have been given in accordance with the terms of the applicable Supplement and a copy thereof provided to the Trustee. 2. The Rating Agency Consent Condition shall have been satisfied. 3. The Trustee shall have received an Officer’s Certificate of ABRCF dated as of the date hereof to the effect that (i) no Amortization Event, Aggregate Asset Amount Deficiency, Enhancement Agreement Event of Default, Enhancement Deficiency, Loan Event of Default, AESOP I Operating Lease Vehicle Deficiency, Manufacturer Event of Default, Lease Event of Default, Potential Amortization Event, Potential Enhancement Agreement Event of Default, Potential Loan Event of Default, Potential Lease Event of Default, or Potential Manufacturer Event of Default is continuing or will occur as a result of the execution and delivery of this Supplemental Indenture, and (ii) the execution and delivery of this Supplemental Indenture will not result in any breach of any of the terms, conditions or provisions of or constitute a default under any indenture, mortgage, deed of trust or other agreement or instrument, including, without limitation, any Related Document, to which ABRCF is a party or by which it or its property is bound or any order of any court or administrative agency entered in the suit, action or other judicial or administrative proceeding to which ABRCF is a party or by which it or its property may be bound or to which it or its property may be subject, 4. The Trustee shall have received one or more Opinions of Counsel, subject to the conditions precedent that: (a) Debtor shall have executed delivered to Lender this Amendmentassumptions and qualifications stated therein and an Officer’s Certificate of ABRCF, in each case, in a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate form substantially acceptable to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in Trustee, dated the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase date hereof, substantially to the Note amount; and effect that (dx) Debtor the amendment effected by Section 1.1 of this Supplemental Indenture shall enter intonot adversely affect in any material respect the interests of any Noteholders, make all payments required under, and satisfy (y) all conditions precedent provided for in the Base Indenture with respect to the effectiveness of, a Hedge Agreement execution and delivery of this Supplemental Indenture have been complied with in all material respects and (governed by z) the execution of this Supplemental Indenture is authorized and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default permitted by the counterparty thereunder Indenture and shall not waive, amend or otherwise modify any of that it will be valid and binding upon ABRCF in accordance with its rights thereunder without Lender’s prior written consentterms.

Conditions Precedent. The obligations of Lender under this Amendment shall be subject In addition to any other conditions contained herein or the Existing Credit Agreement, as in effect immediately prior to the conditions precedent that: Petition Date, with respect to the Advances and other financial accommodations available to Borrowers (a) Debtor all of which conditions, except as modified or made pursuant to this DIP Loan Agreement shall have executed delivered remain applicable to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00Advances and be applicable to other financial accommodations available to Borrowers), a CLOSING CERTIFICATE of a manager of the general partner of Debtor following are conditions to DIP Agent's and DIP Lenders' obligation to extend further loans, advances or other financial accommodations to Borrowers pursuant to the Existing Credit Agreement: 9.1 Borrowers and Guarantor shall furnish to DIP Agent and DIP Lenders all financial information, projections, budgets, business plans, cash flows and such other documents information as DIP Agent and instruments incidental DIP Lenders shall reasonably request from time to time; 9.2 as of the Petition Date, the Existing Loan Documents shall not have been terminated; 9.3 no trustee, examiner or receiver or the like shall have been appointed or designated with respect to any Borrower, as Debtor and appropriate to the transaction provided for herein as Lender Debtor-in-Possession, or its counsel may reasonably request; respective business, properties and assets and no motion or proceeding shall be pending seeking such relief; 9.4 the execution and delivery of this DIP Loan Agreement and all other Loan Documents (bif any) to be delivered in connection herewith by Borrowers and Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, in form and substance satisfactory to DIP Agent; 9.5 the Interim Financing Order or other Order(s) of the Bankruptcy Court shall ratify and amend the Blocked Account Agreement and deposit account arrangements of Borrowers and Guarantors to reflect the commencement of the Chapter 11 Cases, that each Debtor, as Debtor and Debtor-in-Possession, is the successor in interest to such Borrower, as the case may be, that the DIP Obligations include both the Pre-Petition Revolving Debt and the Post-Petition Obligations, that the Collateral includes both the Pre-Petition Collateral and the Post-Petition Collateral as provided for in this DIP Loan Agreement; 9.6 the execution or delivery to DIP Agent and DIP Lenders of all other Loan Documents and other agreements, documents and instruments which, in the good faith judgment, of DIP Agent, are necessary or appropriate. The implementation of the terms of this DIP Loan Agreement and the other Loan Documents, as modified pursuant to this DIP Loan Agreement, all of which contains provisions, representations, warranties, covenants and Events of Default, as are satisfactory to DIP Agent and its counsel; 9.7 satisfactory review by counsel for DIP Agent of legal issues attendant to the post-petition financing transactions contemplated hereunder; 9.8 each Borrower shall comply in full with the notice and other requirements of the Bankruptcy Code and the applicable Bankruptcy Rules with respect to any relevant Financing Order in a counterparty reasonably manner acceptable to LenderAgent and its counsel, which Hedge and an Interim Financing Order shall have been entered by the Bankruptcy Court (the "Interim Financing Order") authorizing the secured financing under the Loan Documents as ratified and amended hereunder on the terms and conditions set forth in this DIP Loan Agreement shall be effective through and, among other things, modifying the Maturity Date of automatic stay, authorizing and granting the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or senior security interest in liens in favor of DIP Agent and DIP Lenders described in this DIP Loan Agreement and in the Financing Order, and granting super-priority expense claims to DIP Agent and DIP Lenders with respect to all obligations due DIP Agent and DIP Lenders. The Interim Financing Order shall authorize post-petition financing under the terms set forth in this DIP Loan Agreement in an amount acceptable to DIP Agent and DIP Lenders, in their sole discretion, and it shall contain such other terms or provisions as DIP Agent and its counsel shall require; 9.9 other than the voluntary commencement of the Chapter 11 Cases, no material impairment of the priority of DIP Agent's and DIP Lenders' security interests in the Collateral shall have occurred from the date of the latest field examinations of DIP Agent and DIP Lenders to the Petition Date; and 9.10 other than the Specified Defaults no Event of Default shall have occurred or be existing under any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge AgreementExisting Loan Documents, as modified pursuant hereto, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentincorporated herein.

Conditions Precedent. The obligations of Lender under this This First Amendment shall be subject to not become effective until, and shall become effective on, the Business Day (the “Effective Date”) when each of the following conditions precedent that: shall have been satisfied: (a) Debtor Each holder of 2003 Notes shall have executed delivered to Lender received this First Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in duly executed by the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; Company. (b) Each holder of 2003 Notes shall have consented to this First Amendment as evidenced by their execution thereof. (c) Each Subsidiary Guarantor shall have executed and delivered consented to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee the terms of this First Amendment by signing in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for appropriate space on the increase to the Note amount; and signature page hereof. (d) Debtor shall enter into, make all payments required under, The representations and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) warranties of the principal amount Company set forth in Section 4 hereof shall be true and correct as of the Credit Facility, date of the execution and delivery of this First Amendment and as of the Effective Date. (e) Any consents or approvals from any holder or holders of any outstanding security or Debt of the Company and any amendments of agreements pursuant to which any securities or Debt may have been issued which shall be necessary to permit the NRP (Operating) LLC First Amendment consummation of the transactions contemplated hereby shall have been obtained and all such consents or amendments shall be reasonably satisfactory in form and substance to the holders and their special counsel. (f) Each holder shall have received such certificates of officers of the Company as it may reasonably request with a counterparty reasonably acceptable respect to Lenderthis First Amendment and the transactions contemplated hereby. (g) The Company shall have paid the fees and disbursements of the holders’ special counsel, C▇▇▇▇▇▇ and C▇▇▇▇▇ LLP, incurred in connection with the negotiation, preparation, execution and delivery of this First Amendment and the transactions contemplated hereby which Hedge Agreement fees and disbursements are reflected in the statement of such special counsel delivered to the Company at the time of the execution and delivery of this First Amendment. (h) All corporate and other proceedings in connection with the transactions contemplated by this First Amendment and all documents and instruments incident to such transactions shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution satisfactory to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions copies of such Hedge Agreement, and Debtor shall take all actions documents as you or they may reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentrequest.

Conditions Precedent. The obligations of Lender under each of the parties hereto to participate in the transactions contemplated by this Amendment shall be Agreement on the Closing Date are subject to the fulfillment, prior to or on the Closing Date, of the following conditions precedent; provided, however, that it shall not be a condition precedent that: to the obligations of any party hereto that any document be produced or action taken that is to be produced or taken by such party or any Person within such party's control; and provided, further, that only the conditions set forth in clauses (a) Debtor and (v) of this Section 3 shall be conditions precedent to the actions of Original Loan Participant: (a) Pass Through Trustee shall have executed delivered received, concurrently with the payment to Lender this AmendmentIndenture Trustee by Pass Through Trustee of an amount equal to the aggregate Original Issue Price thereof, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00Equipment Notes as required by Section 1(a)(iii), a CLOSING CERTIFICATE of a manager and Indenture Trustee shall have received any other amounts, including Break Amount, if any, required to be paid in connection with the refinancing of the general partner Original Certificate on the Closing Date and the Indenture Trustee shall have effected a wire transfer of Debtor and such other documents and instruments incidental and appropriate all amounts payable to the transaction Original Loan Participant as provided for herein as Lender or its counsel may reasonably request; herein. (b) Guarantor The Equipment Notes shall have been issued and authenticated in accordance with the Indenture, and there shall have been transferred to Indenture Trustee in immediately available funds the amounts referred to above in Section 1(a)(iii)-(iv). (c) Owner Trustee and Indenture Trustee shall have executed and delivered the First Amendment to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable Trust Indenture and Security Agreement in substantially the form of Exhibit B hereto (the "First Amendment to Lender in form and content; (cTrust Indenture") Debtor which shall have paid Lender an origination fee in been duly filed for recording with the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and FAA. (d) Debtor Lessee and Owner Trustee shall enter into, make all payments required under, have executed and satisfy all conditions precedent delivered an amendment to the effectiveness ofOriginal Lease in substantially the form of Exhibit C hereto (the "First Amendment to Lease Agreement") which shall have been duly filed for recording with the FAA. (e) Each of Lessee, Owner Participant, Owner Trustee, Pass Through Trustee and Indenture Trustee shall have executed and delivered an amendment to the Original Participation Agreement in substantially the form of Exhibit D hereto (the "First Amendment to Participation Agreement"). (f) (i) Indenture Trustee shall have received on or prior to the Delivery Date (A) a Hedge Agreement copy (governed by and subject or other documentation satisfactory to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00it) of the principal amount acknowledgment copy of a properly completed Uniform Commercial Code financing statement, reflecting Owner Trustee as debtor and Indenture Trustee as secured party, as to the Indenture Estate, evidencing its filing with the office of the Credit FacilitySecretary of State of the State of Connecticut and (B) a copy (or other documentation satisfactory to it) of the acknowledgment copy of a properly completed Uniform Commercial Code financing statement, reflecting Lessee as debtor and Owner Trustee as secured party (and reflecting Indenture Trustee as assignee), as to the Lease and the Aircraft evidencing its filing with the office of the Secretary of State of the State of Texas, (ii) no financing statement or similar filing described above in clause (i) shall have been terminated or amended subsequent to the date of its filing and (iii) Indenture Trustee shall have received, on or prior to the Delivery Date, the only chattel-paper original of the Original Lease and, on or prior to the Closing Date, the only chattel-paper original of the First Amendment to Lease Agreement and shall have (and shall have retained without interruption subsequent to its receipt thereof) possession of each thereof on the Closing Date. (g) Each of Indenture Trustee, Owner Trustee, Pass Through Trustee and Owner Participant shall have received the following documents (each of which shall be reasonably satisfactory in form and substance and with a counterparty reasonably acceptable to Lendereach of them): (i) revised Exhibits B-1, which Hedge Agreement shall be effective through ▇-▇ ▇▇▇ C to the Maturity Date of Lease, as provided for in the Credit Facility. In First Amendment to Lease Agreement; and (ii) revised Schedule I to the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Participation Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement as provided for in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentFirst Amendment to Participation Agreement.

Conditions Precedent. The obligations of Lender under this Amendment shall be subject to the conditions precedent that: (a) Debtor shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all As conditions precedent to the effectiveness ofmaking of each drawing under the Loan, a Hedge Agreement (governed by and subject the following conditions shall have been complied with, on or before the applicable disbursement date, to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) the satisfaction of the principal amount of the Credit Facility, Lender: (1) The Lender shall have received in form and substance to its satisfaction: (a) The applicable Promissory Note. (b) Copies of all approvals or authorizations necessary or advisable to effect the transactions contemplated by this Agreement. (c) An opinion from legal counsel to the Borrower, in the form of Exhibit B to this Agreement regarding the legality, validity and enforceability of this Agreement, the applicable Promissory Note and any other document or instrument issued in connection with the Loan. (d) An opinion from legal counsel to the Lender, in the form of Exhibit C to this Agreement, regarding the legality, validity and enforceability of this Agreement and the applicable Promissory Note. (2) The Lender shall have received full payment of all fees, costs and expenses incurred by the Lender and due pursuant to this Agreement or any other agreement, document or instrument related hereto; (3) All representations and warranties made by the Borrower in this Agreement or any other document or instrument issued in connection herewith shall be true and correct as of each disbursement date with the same effect as though such representations and warranties had been made on and as of such date; and (4) Prior to or concurrently with the execution of this Agreement, the Borrower shall have certified to the Lender the name of the officer or officers of the Borrower authorized to sign this Agreement and the Promissory Notes, together with a counterparty reasonably acceptable true specimen of signatures of such officer or officers. The Lender may conclusively rely on such certification until it shall have received written notice from the Borrower to Lenderthe contrary. (5) In addition, which Hedge Agreement as condition precedent to making the initial drawing under the Loan, the Lender shall be effective through have received evidence that (i) the Maturity Date Borrower has appointed as its agent for service of process the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lenderperson so specified in Section 12 of this Agreement, Debtor acknowledges and agrees that (ii) such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under appointment has been made on the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default manner required hereunder and (iii) such agent has accepted the appointment and has agreed to forward to the Borrower all legal process addressed to the Borrower received by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentit.

Conditions Precedent. The obligations effectiveness of Lender under this Amendment shall be the amendments contained in Section 2 hereof are subject to the conditions precedent that: (a) Debtor shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount satisfaction of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager each of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all following conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facilityprecedent, in form and substance and with a counterparty reasonably acceptable satisfactory to Lender, unless satisfaction thereof is specifically waived in writing by Lender: (a) No Default or Event of Default shall exist; (b) The Revolver Lenders shall have received a duly executed Second Amended and Restated Loan and Security Agreement from Borrower and the other borrowers party to the Revolving Loan Agreement, in form and substance satisfactory to them; (c) Lender shall have received a duly executed original of this Amendment from Borrower, together with a Consent and Reaffirmation duly signed by Tropical Sportswear Company, Inc., Savane International Corp. and Apparel Network Corporation; (d) Lender shall have received a duly executed original Term Note B from Borrower in the form attached to the Loan Agreement as Exhibit A-1; (e) Lender shall have received certified copies of resolutions of Borrower's board of directors authorizing the execution of this Amendment, Term Note B and any other Loan Documents and each document required to be delivered by any Section hereof; (f) Lender shall have received a duly executed amendment to the Mortgage from Borrower, in form and substance satisfactory to Lender; (g) Lender shall have received endorsements or commitments for endorsements to the existing mortgagee title insurance policies insuring the Liens of the Mortgage, which Hedge Agreement shall be effective through in form and substance satisfactory to Lender and which shall give effect to the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement mortgage amendment described in the event foregoing clause (f); (h) Lender shall have received reimbursement from Borrower for the payment of a default by all applicable documentary stamp, intangibles, recording, note or other similar taxes payable with respect to the counterparty thereunder and mortgage amendment described in clause (f); and (i) Borrower shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consenthave taken such other actions as Lender may reasonably request.

Conditions Precedent. The obligations Parties agree that the obligation of Lender under this Amendment Sabre to subscribe to the Subscription Securities and Second Subscription Securities and to remit the Subscription Amount and Second Subscription Amount, respectively, shall be subject to the fulfilment of each of the following conditions precedent that(“Conditions Precedent”) by the Company as set out below, to the sole satisfaction of Sabre, unless specifically waived, in whole or in part, in writing by Sabre: 4.1.1. the passing by the Board (prior to the Execution Date), in accordance with the Act and the Articles, of resolutions approving the execution, delivery and performance of each Transaction Document to which the Company is a party; 4.1.2. the Company shall have taken the following actions, and accordingly, the Board resolution shall have been passed, in accordance with the Act, and the Articles, approving, initialling and authorizing the following actions: (i) approval of: (a) Debtor shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager issue and allotment of the general partner Subscription Securities and Second Subscription Securities by the Company to Sabre in accordance with Section 42 of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably requestAct; (b) Guarantor private placement offer letter (“Offer Letter”) in Form PAS-4 (as provided for under the Companies (Prospectus and Allotment of Securities) Rules, 2014) for the private placement of the Subscription Securities and Second Subscription Securities in accordance with Section 42 of the Act, which shall have executed be duly accompanied by an application form serially numbered and delivered addressed specifically to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form Sabre; and content; (c) Debtor shall have paid Lender an origination fee the notice and explanatory statement issued in compliance with the amount Act, Companies (Prospectus and Allotment of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS Securities) Rules, 2014 and Companies ($225,000.00Share Capital and Debentures) as consideration for the increase to the Note amount; Rules, 2014 and (d) Debtor shall enter into, make containing all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00requirements prescribed under Rule 13(2)(d) of the principal amount Companies (Share Capital and Debentures) Rules, 2014 to be circulated to the Shareholders for the convening of the Credit FacilityShareholders’ meeting at which the resolutions approving the issuance of Subscription Securities and Second Subscription Securities are to be passed; (ii) the Company shall have opened/ provided a Designated Bank Account to receive the Subscription Amount and Second Subscription Amount towards the subscription of the Subscription Securities and Subscription Securities and shall have passed resolutions for approval of the same, as required under Section 42(6) of the Act; (iii) calling an extra-ordinary general meeting of the members of the Company at a shorter notice, approving the notice to be sent to the members for calling the extraordinary general meeting and authorizing a Director to send such approved notice to the members of the Company; and (iv) all such acts including, passing any other resolutions as may be necessary for the consummation of actions contemplated on the Closing Date and Second Closing Date; 4.1.3. the Company shall have taken necessary action to pass the special resolutions by the Shareholders in an extra ordinary general meeting, approving the issue and allotment of the Subscription Securities and Second Subscription Securities by the Company to Sabre (pursuant to Section 42 of the Act, and Rule 14 Companies (Prospectus and Allotment of Securities) Rules, 2014 and the rules notified thereunder); 4.1.4. the Company shall have submitted the evidence and receipt reflecting the filing of Form MGT-14 with the Registrar of Companies of resolutions as stated in Clause 4.1.2 and Clause 4.1.3 above and in respect to all such resolutions that are passed under this Clause 4.1; 4.1.5. Sabre shall have received the Offer Letter from the Company, inviting Sabre to subscribe to the Subscription Securities and Second Subscription Securities, in form and substance and accordance with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date Section 42 of the Credit Facility. In Act, and duly approved by the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any Shareholders of the CollateralCompany in accordance with provisions of the Act, but not later than 30 (thirty) days from the date of the Board resolution as passed by the Company under Clause 4.1.2 above; 4.1.6. Debtor the Company shall comply with all of its obligations have recorded the private placement offers made to Sabre pursuant to Clause 4.1.5 in Form PAS-5; 4.1.7. the Company shall have provided a valuation report: (a) from a registered valuer under the terms Companies (Prospectus and provisions Allotment of such Hedge AgreementSecurities) Rules, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consent.2014 and

Conditions Precedent. The Dealer Manager shall, by notice to the Republic (and in the case of paragraph (m) below, only after consultation with the Republic), be entitled to withdraw as Dealer Manager in connection with the U.S. Offer at any time if any of the conditions set forth in this Section 9 is not met, has not been satisfied or waived by the Dealer Manager and cannot be satisfied on or before the Expiration Date, or the Settlement Date, as applicable, and the obligations of Lender under this Amendment the Dealer Manager hereunder shall at all times be subject subject, in its discretion, to the conditions precedent that: : (a) Debtor All representations and warranties and other statements of the Republic contained herein are now, and at all times during the U.S. Offer and until the Settlement Date, will be, true and correct in all material respects. (b) The Republic at all times during the U.S. Offer shall have executed delivered performed all of its respective obligations hereunder theretofore required to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in have been performed. (c) No stop order suspending the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager effectiveness of the general partner Registration Statement or any part thereof shall be in effect on the Commencement Date, the Announcement Date, the Expiration Date and the Settlement Date and no proceedings for that purpose shall be pending before, or threatened by, the Commission on the Commencement Date, the Announcement Date, the Expiration Date, and the Settlement Date and the Dealer Manager shall have received, on each of Debtor the Commencement Date and the Settlement Date, certificates dated, respectively, the Commencement Date and the Settlement Date and signed by a duly authorized officer of the Republic to the effect that no such stop order is in effect and that no proceedings for such purpose are pending before or, to the knowledge of the Republic, threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction. (d) On each of the Commencement Date and the Settlement Date, Shearman & Sterling LLP, your United States counsel, shall have furnished to you, as Dealer Manager, such written opinion or opinions, dated the respective date of delivery thereof, with respect to the validity of the Agreements, the Registration Statement, the Disclosure Package and the Prospectus and such other documents and instruments incidental and appropriate to the transaction provided for herein related matters as Lender or its counsel you may reasonably request; (b) Guarantor , and such counsel shall have executed received such papers and delivered information as they may reasonably request to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable enable them to Lender pass upon such matters. In rendering their opinions, Shearman & Sterling LLP may rely as to all matters of Uruguayan law upon the opinions referred to in form paragraphs (e) and content; (cf) Debtor of this Section 9. (e) On each of the Commencement Date and the Settlement Date, ▇▇▇▇▇ & ▇▇▇▇▇▇▇, your Uruguayan counsel, shall have paid Lender an origination fee in furnished to you, as Dealer Manager, such written opinion or opinions, dated the amount respective date of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase delivery thereof, with respect to the Note amount; validity of the Agreements, the Registration Statement and the Prospectus and such other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In rendering such opinion, such counsel may rely as to all matters of United States Federal and New York law upon the opinion of Shearman & Sterling LLP referred to in paragraph (d) Debtor of this Section 9. (f) On each of the Commencement Date and the Settlement Date, Counsel to the Republic shall enter intohave furnished to you his written opinion, make dated the respective date of delivery thereof in substantially the form of Annex I attached hereto. In rendering such opinion, such counsel may state that his opinion is limited to matters of Uruguayan law and may rely as to all payments required undermatters of United States federal and New York law upon the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP referred to in paragraph (g) of this Section 9. 12 (g) On each of the Commencement Date and the Settlement Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP United States counsel for the Republic and Banco Central, shall have furnished to you their written opinions, dated the respective date of delivery thereof in substantially the form of Annex II attached hereto. In rendering such opinions, such counsel may state that their opinions are limited to the federal laws of the United States and the laws of the State of New York and may rely as to all matters of Uruguayan law upon the opinions of Counsel to the Republic, referred to in paragraph (f) of this Section 9. (h) On or prior to the Settlement Date, there having been delivered to you as Dealer Manager (i) certified copies of the Decrees, together with a certified English translation thereof, and satisfy (ii) certified copies, together with certified English translations thereof, of all approvals, authorizations, consents and orders required for the issuance and exchange of the Registered 2036 Bonds and the execution of this Agreement and the Decrees, and all such approvals, authorizations, consents and orders having been obtained, shall be in full force and effect. (i) On each of the Commencement Date and the Settlement Date, there will have been delivered to you as Dealer Manager certificates of duly authorized officials of the Republic, dated the Commencement Date and the Settlement Date, to the following effect (x) the representations and warranties of the Republic in this Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made at and as of the respective date of such certificate (other than such representations and warranties which are made as of a specified date), (y) the Republic has complied with all agreements and satisfied all conditions precedent on its part to be performed or satisfied at or prior to the effectiveness ofrespective date of such certificate and (z) no proceeding has been initiated, a Hedge Agreement (governed by and subject or to a Master Agreement published by International Swaps and Derivatives Associationthe best of his or her knowledge, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) threatened to restrain or enjoin the U.S. Offer or the issuance or delivery of the principal amount Registered 2036 Bonds by the Republic pursuant to the U.S. Offer or in any manner to question the laws, proceedings, directives, resolutions, approvals, consents or orders under which the U.S. Offer will be effected or pursuant to which the Registered 2036 Bonds will be issued or to question the validity of the Credit FacilityU.S. Offer or the Registered 2036 Bonds and none of said laws, proceedings, directives, resolutions, approvals, consents or orders has been repealed, revoked or rescinded in whole or in part. (j) On or prior to the Settlement Date, there shall have been delivered to you as Dealer Manager, in form and substance and with a counterparty reasonably acceptable satisfactory to Lenderyou, which Hedge Agreement shall be effective through the Maturity Date certificates of duly authorized officials of the Credit Facility. In Republic as to the authority, incumbency and specimen signatures of the persons who have executed or will execute this Agreement, the Registered 2036 Bonds and the other instruments and documents to be executed and delivered hereunder and thereunder by the Republic as the case may be, and such other documents, opinions and certificates as you or your counsel may reasonably require. (k) The Republic shall have furnished to you on the Settlement Date a certificate in English, dated the date of delivery, to the effect that as of its effective date, the Registration Statement and any further amendment or supplement thereto, do not, contain an untrue statement of a material fact or omit a material fact to make the statements therein not misleading; that, as of the Expiration Date, the Disclosure Package and any further amendment or supplement thereto made by the Republic do not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Prospectus and any further amendment or supplement thereto made by the Republic do not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and that all statistical information in the Registration Statement and any further amendment or supplement thereto is presented on a basis consistent with public official documents of the Republic; provided, however, that the foregoing certification shall not apply to the statements in or omissions from the Registration Statement, the Disclosure Package taken as a whole with the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Republic in writing by you expressly for use in the Registration Statement, the Disclosure Package or the Prospectus or any amendment or supplement thereto. (l) Subsequent to the execution and delivery of this Agreement and on or prior to the Commencement Date or the Settlement Date there shall not have occurred any of the following: (i) in the opinion of the Dealer Manager, a change in Uruguayan, United States or international financial, political or economic conditions as would in the Dealer Manager’s reasonable judgment be likely to prejudice materially the success of the U.S. Offer; (ii) a suspension or material limitation of trading in (a) securities generally on the New York Stock Exchange or the London Stock Exchange or (b) the debt securities of the Republic in the United States; (iii) a major disruption in the settlement or clearance of debt securities services in the United States and such event Debtor enters into shall continue until at least the Hedge Agreement referenced herein business day preceding the Settlement Date; or (iv) a banking moratorium declared by either Federal or New York state or Uruguay authorities and any such event shall make it impractical to proceed with a financial institution other than Lenderthe U.S. Offer. (m) The Republic shall have furnished to the Dealer Manager on the Settlement Date such further information, Debtor acknowledges certificates and agrees that such Hedge documents and agreements as the Dealer Manager may reasonably request. (n) On the Settlement Date, the Republic shall tender the Registered 2036 Bonds for delivery. (o) The Republic shall have performed all of its respective obligations under the Offshore Offer, the Local Offer and the Offshore Dealer Manager Agreement, and the Offshore Dealer Manager Agreement shall not be secured by a lien or security interest have been terminated in accordance with its terms. The Dealer Manager may waive at their sole discretion and to upon terms as they deem appropriate, any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentconditions set forth above.

Conditions Precedent. The obligations of Lender under this Amendment shall be subject As express conditions to the conditions precedent that: consummation of this Agreement, the following shall have occurred, all in a form and manner and in substance satisfactory to the Administrative Agent: (a) Debtor shall have Receipt by the Administrative Agent of counterparts of this Agreement, duly executed delivered to Lender this Amendmentby the Loan Parties, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00)Administrative Agent and Lenders which constitute Required Lenders on or before May 4, a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request2009; and (b) Guarantor shall have executed Receipt by the Administrative Agent of all fees and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form expenses as required by the letter agreement (the “Engagement Letter”) dated April 8, 2009 between the Company and contentBanc of America Securities LLC (“BAS”), including the consent fee referenced therein; and (c) Debtor The Administrative Agent shall have paid Lender an origination fee received and the applicable Loan Parties shall have provided all additional documents and taken all additional actions that the Administrative Agent deems necessary or reasonable to perfect or continue the perfection of the Administrative Agent’s security interest in all Collateral (as defined in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amountSecurity Agreement); and and (d) Debtor All fees, charges and disbursements of counsel to the Administrative Agent incurred in connection with the Credit Agreement and the other Loan Documents or the execution and delivery of this Agreement to the extent invoiced prior to or on the date hereof, plus such additional amounts of such fees, charges and disbursements as shall enter intoconstitute such counsel’s reasonable estimate of such fees, make all payments required undercharges and disbursements incurred or to be incurred by it through the closing of this Agreement (provided that such estimate shall not thereafter preclude a final settling of such fees, charges and disbursements) shall have been paid in full; and (e) All fees, charges and disbursements of FTI Consulting, Inc. (“FTI”) incurred in connection with the Loan Documents and the restructuring thereof, to the extent invoiced prior to or on the date hereof, plus such additional amounts of such fees, charges and disbursements as shall constitute FTI’s reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing of this Agreement (provided that such estimate shall not thereafter preclude a final settling of such fees, charges and disbursements) shall have been paid in full; and (f) The Administrative Agent shall have received a favorable opinion of ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and the Lenders and addressing such matters as the Administrative Agent may request; and (g) The Administrative Agent shall have received a deposit account control agreement for each Deposit Account (as defined in the Security Agreement, other than payroll, medical benefit and controlled disbursement accounts) of each Loan Party; provided, however, that the Administrative Agent may waive in its sole discretion the condition precedent of any deposit account control agreement(s) for any Deposit Account(s) of any Subsidiary(ies) that collect, in the aggregate, less than 5% of the consolidated gross receipts/revenues of the Company and its Subsidiaries; and (h) The 2002-5.25% Indenture Notes Restructure Closing (as defined in the Consolidated Form Credit Agreement) shall have occurred; and (i) The receipt by the Administrative Agent of such other documents, instruments or certificates, the performance by the Loan Parties of such other undertakings and further assurances, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions evidence of such Hedge Agreementother matters, and Debtor shall take all actions as reasonably requested by Lender to enforce Debtor’s rights the Administrative Agent; and (j) No Default or Event of Default shall be existing under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentCredit Agreement.

Conditions Precedent. The obligations of Lender under this Amendment shall be Lender's obligation to provide the Additional --------------------- Financial Accommodations to Borrower is subject to the conditions precedent that: (a) Debtor shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager full and timely performance of the general partner following covenants prior to or contemporaneously with the execution of Debtor this Third Amendment: A. Borrower executing and such other documents and instruments incidental and appropriate delivering, or causing to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have be executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender Lender, the following documents, each of which shall be in form and contentsubstance acceptable to Lender: (i) An original executed Term Note B; (ii) An original Secretary's Certificate of even date herewith executed by the Secretary of Borrower to Lender; (iii) An original Reaffirmation of Continuing Unconditional Guaranty of even date herewith from each of Stanton E. Ross and Infinity, Inc.; (▇▇) ▇ ▇ully executed copy of the Blue Star Asset Purchase Agreement; (v) Current lien searches from all appropriate jurisdictions for Blue Star; (vi) Proof that Borrower is acquiring the assets from Blue Star pursuant to the Blue Star Asset Purchase Agreement free and clear of all liens, claims and encumbrances; and (cvii) Debtor such other agreements, documents and instruments as Lender may reasonably request; B. No Event of Default or any event which with notice, lapse of time or both would constitute an Event of Default exists under the Loan Agreement, as amended by this Third Amendment, or the Other Agreements (hereinafter defined); C. No claims, litigation, arbitration proceedings or governmental proceedings not disclosed in writing to Lender prior to the date of hereof shall be pending or known to be threatened against Borrower and no known material development not so disclosed shall have paid occurred in any claims, litigation, arbitration proceedings or governmental proceedings so disclosed which in the opinion of Lender an origination is likely to materially or adversely affect the financial position or business of Borrower or the capability of Borrower to pay its obligations and liabilities to Lender; and D. There shall have been no material or adverse change in the business, financial condition or results of operations since the date of Borrower's most recently delivered financial statements to Lender. E. Contemporaneously herewith, Borrower shall pay to Lender a fully-earned non-refundable loan fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS twelve thousand and no/100 Dollars ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consent12,000.00).

Conditions Precedent. The respective rights and obligations of Lender the Parties under this Amendment shall be PPA (subject to Section 2.4) are conditioned upon the conditions precedent that: satisfaction in full (or waiver by Seller), no later than the third anniversary of the date of (i) the Effective Date of this PPA, or (ii) the effective date of the Tariff Agreement, if applicable, whichever is later, of the following: (a) Debtor Seller shall have executed delivered received financing sufficient to Lender enable it to purchase, construct, operate and maintain the System as required by this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate PPA on terms acceptable to the transaction provided for herein as Lender or Seller in its counsel may reasonably request; sole discretion; (b) Guarantor shall have executed Seller shall, at its sole cost and delivered expense, assess the condition and suitability of the Project Site, including applicable physical inspections, geotechnical work, roof structural capacity, Project Site infrastructure, and real estate due diligence, to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable host the System and for such System to Lender in form function as proposed by Seller. In connection with this assessment, Buyer will provide Seller with the following types of information where available and contentapplicable: (A) Project Site plans; (B) specifications for existing electrical systems and related equipment at each Project Site that may affect and be directly affected by the System; (C) roof assessments completed by the Buyer; and (D) any documentation necessary to corroborate title to the property; (c) Debtor Seller shall have paid Lender an origination fee obtained all Governmental Approvals and approvals from Buyer’s Servicing Utility, which approvals shall include conditions and terms satisfactory to Seller in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and its sole discretion; (d) Debtor Seller and Buyer shall enter intohave entered into an Interconnection Agreement with Buyer’s Servicing Utility; and (e) Buyer shall have entered into all applicable Tariff Documents and designated Seller as a payment beneficiary thereunder, make all payments required undersatisfactory to Seller in its sole discretion. BEYOND SELLER’S CONTROL, and satisfy all conditions precedent to the effectiveness ofTHEN SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT IN ITS ENTIRETY UPON TEN (10) DAYS’ WRITTEN NOTICE, a Hedge Agreement NOT GIVEN MORE THAN SEVEN (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.7) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentDAYS AFTER THE EXPIRATRION OF THE TIME PERIOD SET FORTH ABOVE WITHOUT ANY FURTHER FINANCIAL OR OTHER OBLIGATION TO THE EITHER PARTY AS A RESULT OF SUCH TERMINATION.

Conditions Precedent. The (a) Conditions Precedent to the Participations in the Aircraft. It is agreed that the respective obligations of Lender under this Amendment shall be the Owner Trustee, the Owner Participant, the Indenture Trustee, the Subordination Agent and the Pass Through Trustee on behalf of each Pass Through Trust to participate in the Transactions contemplated hereby on the Delivery Date are subject to the fulfillment to the satisfaction of each party (or waiver by such party), prior to or on the Delivery Date of the following conditions precedent, except that paragraphs (ii), (iv)(5), (xix), (xx) and (xxi) shall not be a condition precedent that: to the obligations of the Pass Through Trustee, and paragraphs (aiii), (vi) Debtor (insofar as it relates to certificates and documents to be delivered by the Owner Participant), (xiii) and (xix) shall not be a condition precedent to the obligation of the Owner Participant and paragraph (xxiii) shall not be a condition precedent to the obligations of the Subordination Agent: (i) On the Delivery Date, no change shall have executed delivered occurred after the date of the execution and delivery of this Agreement in applicable law or regulations or guidelines or interpretations thereof by appropriate regulatory authorities or any U.S. Federal Court of Appeals which would make it a violation of law or regulations or guidelines for the Pass Through Trustee or the Owner Participant to Lender this Amendmentmake its Commitment available in accordance with Section 2 and to enter into the Transactions. (ii) In the case of the Owner Participant, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the Pass Through Trustees shall have made available the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS their Commitments for the Aircraft in accordance with Section 2. ($45,000,000.00), a CLOSING CERTIFICATE of a manager iii) In the case of the general partner of Debtor and such other documents and instruments incidental and appropriate to Pass Through Trustees, the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor Owner Participant shall have made available the amount of its Commitment for the Aircraft in accordance with Section 2. (iv) The following documents shall have been duly authorized, executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor by the respective party or parties thereto, shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, each be satisfactory in form and substance to the Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent and shall be in full force and effect and executed counterparts shall have been delivered to the Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Trustee, the Subordination Agent, Lessee and their respective counsel, provided that only the Subordination Agent on behalf of each Pass Through Trustee shall receive an executed original of such Pass Through Trustee's respective Equipment Note, the chattel paper counterpart of the Lease and the Lease Supplement covering the Aircraft dated the Delivery Date shall be delivered to the Indenture Trustee, the Tax Indemnity Agreement need only be satisfactory to the Owner Participant and Lessee and shall only be delivered to Lessee and the Owner Participant and their respective counsel: (1) a copy of the Purchase Agreement, as filed with the SEC, with confidential treatment granted with respect to certain sections; (2) the Purchase Agreement Assignment; (3) the Lease; (4) a counterparty reasonably acceptable Lease Supplement covering the Aircraft dated the Delivery Date; (5) the Tax Indemnity Agreement; (6) the Trust Agreement; (7) a Trust Indenture and Trust Supplement covering the Aircraft dated the Delivery Date; (8) the ▇▇▇▇ of Sale; (9) the FAA ▇▇▇▇ of Sale and a copy of the Manufacturer's Warranty ▇▇▇▇ of Sale; (10) an acceptance certificate covering the Aircraft in the form agreed to Lenderby the Owner Participant and Lessee (herein called the "Acceptance Certificate") duly completed and executed by the Owner Trustee or its agent, which Hedge may be a representative of Lessee, and by such representative on behalf of Lessee; (11) the Trust Indenture; (12) the Equipment Notes; (13) the Consent and Agreement; (14) the Engine Agreement Assignment; (15) the Engine Consent and Agreement; (16) the French Law Pledge Agreement; and (17) the Indenture Trustee Parent Guaranty. In addition, the Pass Through Trustee and the Owner Participant each shall be effective through the Maturity Date have received executed counterparts or conformed copies of the Credit Facility. In following documents: (1) each of the event Debtor enters into Pass Through Trust Agreements; (2) the Hedge Intercreditor Agreement; (3) the Liquidity Facility for each of the Class G and Class C Pass Through Trusts; and (4) the Policy Provider Agreement referenced herein with a financial institution other than Lenderand the Policy for the Class G Pass Through Trust. (v) A Uniform Commercial Code financing statement or statements covering all the security interests created by or pursuant to the Granting Clause of the Trust Indenture that are not covered by the recording system established by the Transportation Code shall have been executed and delivered by the Owner Trustee, Debtor acknowledges and agrees that arrangements satisfactory to the Owner Participant and the Indenture Trustee shall have been made for the filing of such Hedge Agreement financing statement or statements in all places necessary or advisable, and any additional Uniform Commercial Code financing statements deemed advisable by the Owner Participant or the Pass Through Trustee shall have been executed and delivered by Lessee or the Owner Trustee and arrangements satisfactory to the Owner Participant and the Indenture Trustee shall have been made for the filing of such financing statements. (vi) The Owner Trustee, the Owner Participant, the Indenture Trustee, Pass Through Trustee and the Subordination Agent shall have received the following, in each case in form and substance satisfactory to it (except it shall not be secured a condition to the obligation of any such party that it receive a certificate or other document required to be delivered by it): (1) an incumbency certificate of Lessee as to the person or persons authorized to execute and deliver the Operative Documents to which the Lessee is a lien party and any other documents to be executed on behalf of Lessee in connection with the Transactions contemplated hereby and the signatures of such person or security interest in and to any persons; (2) a copy of the Collateral. Debtor shall comply resolutions of the board of directors of Lessee or Lessee's executive committee, certified by the Secretary or an Assistant Secretary of Lessee, duly authorizing the Transactions contemplated hereby and the execution and delivery of each of the documents required to be executed and delivered on behalf of Lessee in connection with all the Transactions contemplated hereby; (3) a copy of its obligations the certificate of incorporation of Lessee, certified by the Secretary of State of the State of Delaware, a copy of the by-laws of Lessee certified by the Secretary or Assistant Secretary of Lessee, and a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date shortly prior to the closing, as to the due incorporation and good standing of Lessee in such state; and (1) an incumbency certificate of the Indenture Trustee as to the person or persons authorized to execute and deliver the Operative Documents to which the Indenture Trustee is a party and any other documents to be executed on behalf of the Indenture Trustee in connection with the Transactions contemplated hereby and the signatures of such person or persons; (2) a copy of the resolutions of the board of directors of the Indenture Trustee, certified by the Secretary or an Assistant Secretary of the Indenture Trustee, duly authorizing the Transactions contemplated hereby and the execution and delivery of each of the documents required to be executed and delivered on behalf of the Indenture Trustee in connection with the Transactions contemplated hereby; (3) a copy of the articles of association of the Indenture Trustee certified by the Comptroller of the Currency, a copy of the by-laws of the Indenture Trustee certified by the Secretary or an Assistant Secretary of the Indenture Trustee, and a certificate or other evidence from the Comptroller of the Currency, dated as of a date shortly prior to closing, as to the good standing of the Indenture Trustee under the terms laws of the United States of America; and (4) a certificate signed by an authorized officer of the Indenture Trustee, dated the Delivery Date, certifying that the representations and provisions warranties contained herein of the Indenture Trustee are correct as though made on and as of the Delivery Date; except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such Hedge Agreementearlier date). (1) an incumbency certificate of the Owner Trustee as to the person or persons authorized to execute and deliver the Owner Trustee Documents and any other documents to be executed on behalf of the Owner Trustee in connection with the Transactions contemplated hereby and the signatures of such person or persons; (2) a copy of the resolutions of the board of directors of the Owner Trustee, certified by the Secretary or an Assistant Secretary of the Owner Trustee, duly authorizing the transactions contemplated hereby and the execution and delivery of each of the documents required to be executed and delivered on behalf of the Owner Trustee in connection with the transactions contemplated hereby; (3) a copy of the articles of association of the Owner Trustee certified by the Comptroller of the Currency, a copy of the by-laws of the Owner Trustee certified by the Secretary or an Assistant Secretary of the Owner Trustee and a certificate or other evidence from the Comptroller of the Currency, dated as of a date shortly prior to closing, as to the good standing of the Owner Trustee under the laws of the United States; and (4) a certificate signed by an authorized officer of the Owner Trustee, dated the Delivery Date, certifying that the representations and warranties contained herein of the Owner Trustee (in its individual capacity and as trustee) are correct as though made on and as of the Delivery Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date). (1) an incumbency certificate of the Owner Participant as to the person or persons authorized to execute and deliver the Owner Participant Documents to which the Owner Participant is a party and any other documents to be executed on behalf of the Owner Participant in connection with the Transactions contemplated hereby and the signatures of such person or persons; (2) a copy of the resolutions of the board of directors of the Owner Participant, certified by the Secretary or an Assistant Secretary of the Owner Participant, duly authorizing the transactions contemplated hereby and the execution and delivery of each of the documents required to be executed and delivered on behalf of the Owner Participant in connection with the transactions contemplated hereby have been duly authorized; (3) a copy of the certificate of incorporation of the Owner Participant certified by the Secretary of State of the State of [_____________], a copy of the by-laws of the Owner Participant, each certified by the Secretary or an Assistant Secretary of the Owner Participant, and Debtor a certificate or other evidence from the Secretary of State of the State of [________], dated as of a date shortly prior to closing, as to the due incorporation and good standing of the Owner Participant in such state; and (4) a certificate signed by an authorized officer of the Owner Participant, dated the Delivery Date, certifying that the representations and warranties contained herein of the Owner Participant are correct as though made on and as of the Delivery Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date). (vii) All appropriate action required to have been taken prior to the Delivery Date in connection with the Transactions contemplated by the Operative Documents shall take have been taken by the Federal Aviation Administration, or any governmental or political agency, subdivision or instrumentality of the United States, and all actions reasonably requested orders, permits, waivers, authorizations, exemptions and approvals of such entities required to be in effect on the Delivery Date in connection with the transactions contemplated by Lender this Agreement shall have been issued, and all such orders, permits, waivers, authorizations, exemptions and approvals shall be in full force and effect on the Delivery Date. (viii) The Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent each shall have received a certificate signed by an authorized officer of Lessee to enforce Debtor’s rights under such Hedge Agreement the effect that: (1) the Aircraft has been duly certified by the Federal Aviation Administration as to type and has a current certificate of airworthiness in the event of a default transport category issued by the counterparty thereunder FAA, and Lessee has the authority to operate the Aircraft; (2) the FAA ▇▇▇▇ of Sale, the Lease, the Lease Supplement, the Trust Indenture and the Trust Supplement covering the Aircraft shall not waivehave been duly filed for recordation (or shall be in the process of being so duly filed for recordation) with the Federal Aviation Administration, amend and the Trust Agreement shall have been filed (or otherwise modify shall be in the process of being so filed) with the Federal Aviation Administration; (3) application for registration of the Aircraft in the name of the Owner Trustee (together with any required affidavits) has been duly made with the Federal Aviation Administration; (4) the representations and warranties contained herein of its rights thereunder without Lender’s prior written consentLessee are correct in all material respects as though made on and as of the Delivery Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties were correct on and as of such earlier date); and (5) the conditions to the purchase of the Equipment Notes by the Pass Through Trustees under the Pass Through Documents have been duly satisfied or waived in accordance with their respective terms. (ix) In the case of the Pass Through Trustees, the conditions specified in Section 3 of the Note Purchase Agreement shall have been satisfied or waived. (x) The Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent shall have received, addressed to each such party, an opinion, dated the Delivery Date substantially in the form of Exhibit A hereto from Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (Illinois), special counsel for Lessee, and an opinion dated the Delivery Date substantially in the form of Exhibit B hereto from Lessee's legal department. (xi) The Pass Through Trustee and the Owner Participant shall have received, addressed to the Pass Through Trustee, the Indenture Trustee, the Owner Participant, the Owner Trustee and Lessee, an opinion dated the Delivery Date substantially in the form of Exhibit C hereto from ▇▇▇▇▇▇▇▇ Chance, with respect to the Manufacturer Documents. (xii) The Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent shall have received, addressed to each such party, an opinion dated the Delivery Date substantially in the form of Exhibit D hereto from Ray, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special counsel for the Owner Trustee. (xiii) The Owner Trustee, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent shall have received, addressed to each such party, an opinion dated the Delivery Date substantially in the form of Exhibit E-1 hereto from [____________ ______________], special counsel for the Owner Participant, and an opinion dated the Delivery Date substantially in the form of Exhibit E-2 hereto from the Owner Participant's in-house counsel. (xiv) The Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent shall have received, addressed to each such party, an opinion dated the Delivery Date substantially in the form of Exhibit F hereto from ▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C., special FAA counsel. (xv) The Owner Trustee, the Owner Participant, the Pass Through Trustee and the Subordination Agent shall have received, addressed to each such party, an opinion dated the Delivery Date substantially in the form of Exhibit G from ▇▇▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Indenture Trustee. (xvi) The Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Tru

Conditions Precedent. SECTION 6.1 The obligations effectiveness of Lender under this Amendment shall be these Amendments is subject to the conditions precedent that: (a) Debtor that the Collateral Agent, the Operating Agent and the Purchaser shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager received each of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facilityfollowing, in form and substance and with a counterparty reasonably acceptable satisfactory to Lender, which Hedge Agreement shall be effective through the Maturity Date each such party: (a) A certificate of the Credit Facility. In Secretary of each of the event Debtor enters into Seller and the Hedge Agreement referenced herein with Servicer, dated the date of these Amendments and certifying (i) that attached thereto is a financial institution true and complete copy of a resolution of the Board of Directors of the Seller or the Servicer, as the case may be, authorizing the execution, delivery and performance of these Amendments, and all other than Lender, Debtor acknowledges documents required or necessary to be delivered hereunder and agrees that such Hedge Agreement shall resolution has not been modified, rescinded or amended and is in full force and effect and (ii) as to the incumbency and specimen signature of each Person's officers executing these Amendments, and all other documents required or necessary to be secured by a lien or security interest delivered hereunder. (b) The opinion of counsel to the Seller, in form and substance reasonably satisfactory to any the Purchaser, the Operating Agent and the Collateral Agent, as to certain matters including, without limitation, (i) the valid existence and good standing of the Collateral. Debtor shall comply Seller and Servicer, (ii) the power and authority of the Seller and Servicer to execute these Amendments, (iii) the due authorization, execution and delivery of these Amendments by the Seller and Servicer , (iv) the enforceability of these Amendments against the Seller and Servicer, (v) that the execution and delivery of these Amendments (x) does not conflict with the organizational documents of the Seller or Servicer and (y) does not violate or constitute a default under any material financing agreements of the Seller or Servicer. (c) A certificate of an officer of each of the Seller and the Servicer, dated the date of these Amendments, certifying that each of the representations and warranties made by the Seller and the Servicer in these Amendments is true and correct in all material respects as of the date hereof. (d) An Officer's Certificate in form and substance satisfactory to the Operating Agent to the effect that all of its obligations under the terms representations and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement warranties in the event Transfer Agreement and Purchase Agreement are true and correct in all material respects as of a default by the counterparty thereunder date hereof after giving effect to these Amendments. (e) The Seller shall pay fees and shall not waive, amend or otherwise modify any expenses of its rights thereunder without Lender’s prior written consentthe Purchaser incurred in connection with preparing these Amendments.

Conditions Precedent. The obligations effectiveness of Lender under this Amendment shall be Agreement is subject to the satisfaction of the following conditions precedent that: precedent: (a) Debtor The Borrower, each Guarantor, the Shareholder, the Administrative Agent, the L/C Issuer and the Required Lenders shall have duly executed and delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; Agreement. (b) Guarantor The representations and warranties contained herein shall have executed be true and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender correct in form all material respects as of the date hereof, and content; no Default or Event of Default, other than the Designated Defaults, shall exist on the date hereof. (c) Debtor The Administrative Agent shall have paid Lender an origination fee in received (i) resolutions of the amount board of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS directors of the Borrower and the Guarantors approving and authorizing the execution, delivery and performance of this Agreement, the Letter Agreement and the other documents related hereto and ($225,000.00ii) a good standing certificate from the applicable Governmental Authority of the jurisdiction of incorporation, organization or formation of the Borrower and such of its subsidiaries as consideration for the increase Administrative Agent may request, dated a recent date prior to the Note amount; and Closing Date. (d) Debtor The Borrower shall enter intohave acknowledged in the Letter Agreement that approval of the Borrower’s shareholders is not required for Designated Transaction No. 1, make all payments required underwhether considered separately or together with Designated Transaction No. 2. (e) The Shareholder and the board of directors of each of the Borrower and certain of its Subsidiaries, and satisfy all conditions precedent as specified in the Letter Agreement, shall have approved, in resolutions or other writing satisfactory to the effectiveness ofRequired Lenders, (i) this Agreement, including the terms and conditions hereof and actions to be taken in connection herewith and (ii) any prospective Designated Transaction No. 2 that would provide for a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for net cash consideration of not less than FIFTEEN MILLION AND NO/100 DOLLARS the amount specified in the Letter Agreement with respect to Designated Transaction No. 2. ($15,000,000.00f) Borrower shall have provided to the Administrative Agent a projection of EBITDA for the principal amount of the Credit FacilityForbearance Period, in form and substance and with a counterparty reasonably acceptable satisfactory to Lenderthe Required Lenders. (g) The Letter Agreement shall have been executed by all parties thereto, which Hedge Letter Agreement shall be effective through in form and substance satisfactory to the Maturity Date of Administrative Agent. (h) The Administrative Agent shall have received such other certificates, resolutions, documents and agreements as the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions Administrative Agent may reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentrequest.

Conditions Precedent. The obligations of Lender under this Amendment provisions contained herein shall be subject effective as of the date hereof, but only upon the satisfaction of each of the following conditions precedent, in a manner satisfactory to the conditions precedent that: Agent: (a) Debtor Agent shall have executed delivered to Lender received an original of this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00)duly authorized, a CLOSING CERTIFICATE of a manager of the general partner of Debtor executed and such other documents delivered by Borrowers, Guarantors and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; Required Lenders; (b) Guarantor Agent shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facilityreceived, in form and substance satisfactory to Agent, (i) an Assignment and with a counterparty reasonably acceptable Acceptance between Wachovia Bank, National Association (“Wachovia”) and RZB Finance LLC (“RZB”), pursuant to Lenderwhich RZB shall assign all of its right, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges title and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor Loan Agreement and its Commitment to Wachovia, duly executed and delivered by RZB, (ii) an Assignment and Acceptance between Wachovia and UPS Capital Corporation (“UPS”), pursuant to which UPS shall comply with assign all of its obligations right, title and interest in and to the Loan Agreement and its Commitment to Wachovia, duly executed and delivered by UPS, and (iii) an Assignment and Acceptance between Wachovia and any Eligible Transferee selected by Agent, pursuant to which Wachovia shall assign $37,500,000 of its Commitment to such Eligible Transferee, duly executed and delivered by such Eligible Transferee; (c) Agent shall have received, in form and substance satisfactory to Agent, an opinion letter of counsel to Borrowers and Guarantors with respect to this Amendment and such other matters as Agent may request (including, without limitation, an opinion as to no conflicts with other Indebtedness); (d) Agent shall have received, in form and substance satisfactory to Agent, an opinion letter of Alabama counsel to Alloys with respect to this Amendment and such other matters as Agent may request; (e) Agent shall have received, in form and substance satisfactory to Agent, a certificate of the Chief Financial Officer of Administrative Borrower certifying, among other things, that: (i) after giving effect to the increase in the Maximum Credit, the Indebtedness under the Loan Agreement shall continue to be “Permitted Indebtedness” for all purposes under the Indenture, and (ii) after giving effect to any such increase in the Maximum Credit, the performance of the terms and conditions of the Loan Agreement and the other Financing Agreements and the incurrence of Obligations by Borrowers and Guarantors thereunder (A) are within each Borrower’s and Guarantor’s corporate or limited liability company powers, (B) have been duly authorized by each Borrower and Guarantor, (C) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate of incorporation, certificate of formation, by laws, operating agreement or other organizational documentation, or any indenture (including the Indenture), agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound, and (D) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor, other than the liens in favor of Agent; (f) all representations and warranties contained herein, in the Loan Agreement and in the other Financing Agreements shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof and after giving effect hereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date); (g) no law, regulation, order, judgment or decree of any Governmental Authority shall exist, and no action, suit, investigation, litigation or proceeding shall be pending or threatened in any court or before any arbitrator or Governmental Authority, which (i) purports to enjoin, prohibit, restrain or otherwise affect (A) the making of the Loans or providing the Letter of Credit Accommodations, or (B) the consummation of the transactions contemplated pursuant to the terms of this Amendment, the Loan Agreement or the other Financing Agreements or (ii) has or has a reasonable likelihood of having a Material Adverse Effect; (h) Agent shall have received, in form and substance satisfactory to Agent, (i) a Secretary’s Certificate of Members’ and Managers’ Resolutions, Operating Agreement, Incumbency and Member’s Consent for each of Alloys, Recycling, Group, Listerhill, Warehousing, Recycling Texas and Recycling West evidencing the adoption and subsistence of resolutions approving the execution, delivery and performance by each such Borrower or Guarantor, as applicable, of this Amendment and the other Amendment Documents, and (ii) a Secretary’s Certificate of Directors’ Resolutions, Corporate Bylaws, Incumbency and Shareholder’s Consent for Finance evidencing the adoption and subsistence of resolutions approving the execution, delivery and performance by Finance of this Amendment and the other Amendment Documents; and (i) after giving effect to the provisions of such Hedge AgreementSection 5 hereof, no Default or Event of Default shall exist or shall have occurred and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentbe continuing.

Conditions Precedent. The obligations Delivery Term shall not commence until Seller completes each of Lender under this Amendment the following conditions, proof of which shall be subject provided to Buyer at least forty-five (45) days in advance of the conditions precedent thatanticipated Commercial Operation Date: (a) Debtor Seller has delivered to Buyer a completion certificate from a Licensed Professional Engineer substantially in the form of Exhibit H; An Interconnection Agreement between Seller and the PTO shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have been executed and delivered and be in full force and effect and a copy of the Interconnection Agreement has been delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form Buyer; A Participating Generator Agreement and content; (c) Debtor a Meter Service Agreement between Seller and CAISO shall have paid Lender an origination fee been executed and delivered and be in the amount full force and effect, and a copy of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration each such agreement has been delivered to Buyer; All required regulatory authorizations, approvals and permits for the increase operation of the Facility have been obtained (or if not obtained, applied for and reasonably expected to be received within 90 days) and all conditions thereof that are capable of being satisfied on the Commercial Operation Date have been satisfied and shall be in full force and effect; Seller has received CEC Precertification of the Facility (and reasonably expects to receive final CEC Certification and Verification for the Facility in no more than ninety (90) days from the Commercial Operation Date); Seller (with the reasonable cooperation and assistance of Buyer) shall have completed all applicable WREGIS registration requirements, including the completion and submittal of all applicable registration forms and supporting documentation, which may include applicable interconnection agreements, informational surveys related to the Note amountFacility, QRE service agreements, and other appropriate documentation required to effect Facility registration with WREGIS and to enable Renewable Energy Credit transfers related to the Facility within the WREGIS system; Seller has Site Control and provided proof to Buyer; Seller has delivered the Collateral Requirement to Buyer in accordance with Section 8.7; Insurance requirements for the Facility have been met, with evidence provided in writing to Buyer, in accordance with Section 17.1; Seller has paid Buyer for all amounts owing under this Agreement, if any, including Construction Start Delay Damages and Commercial Operation Delay Damages; and (d) Debtor Seller shall enter into, make all payments required under, and satisfy all conditions precedent have submitted to the effectiveness of, Buyer a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, in form and substance and with a counterparty reasonably acceptable to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentFacility Safety Plan.

Conditions Precedent. The obligations of Lender under this Amendment shall be subject to the conditions precedent that: (a) Debtor shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all a. As conditions precedent to the effectiveness ofinitial Transaction, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) Buyer shall have received on or before the day of such initial Transaction the principal amount of the Credit Facilityfollowing, in form and substance satisfactory to Buyer and duly executed by each party thereto (as applicable): (i) The Program Documents duly executed and delivered by the parties thereto and being in full force and effect, free of any modification, breach or waiver; (ii) Evidence that all other actions necessary or, in the opinion of Buyer, desirable to perfect and protect Buyer’s interest in the Purchased Assets and other Collateral have been taken, including, without limitation, duly executed and filed Uniform Commercial Code financing statements on Form UCC-1; (iii) A certified copy of Seller’s and Guarantors’ consents or corporate resolutions, as applicable, approving the Program Documents and the Transactions thereunder, and all documents evidencing other necessary corporate action or governmental approvals as may be required in connection with the Program Documents; (iv) An incumbency certificate of the secretaries of Seller and Guarantors certifying the names, true signatures and titles of Seller’s and Guarantors’ representatives duly authorized to request Transactions hereunder and to execute the Program Documents and the other documents to be delivered thereunder; (v) An opinion of Seller’s and Guarantors’ counsel as to such matters as Buyer may reasonably request and in form and substance acceptable to Buyer; (vi) A copy of the Underwriting Guidelines certified by an officer of NCMC; (vii) All of the conditions precedent in the Guaranty shall have been satisfied; (viii) Any other documents reasonably requested by Buyer; and (ix) Buyer’s legal, tax, business and environmental due diligence of the Seller and Guarantors each shall have been completed to the satisfaction of the Buyer. b. The obligation of Buyer to enter into each Transaction pursuant to this Agreement is subject to the following conditions precedent: (i) Buyer or its designee shall have received on or before the date of such Transaction, with respect to the related Purchased Assets (unless otherwise specified in this Agreement) the following, in form and substance satisfactory to Buyer and (if applicable) duly executed: (A) Transaction Notice, Loan Schedule and Computer Medium delivered pursuant to Section 4(a) hereof; and (B) The related Trust Receipt; (ii) No Default or Event of Default shall have occurred and be continuing. (iii) Buyer shall not have reasonably determined that a change in any requirement of law or in the interpretation or administration of any requirement of law applicable to Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into a Transaction with a counterparty reasonably acceptable Pricing Rate based on LIBOR; provided, however, that if the foregoing occurs the parties shall cooperate to Lender, which Hedge Agreement find a mutually agreeable substitution for LIBOR. (iv) All representations and warranties in the Program Documents shall be effective through true and correct on the Maturity Date date of such Transaction (except for any loan level representation and warranty made pursuant to Section 12(n) hereof (incorporating Appendix A of the Credit Facility. In Custody Agreement) with respect to prior Transactions, provided that any breach of such loan level representation and warranty shall not individually or in the aggregate have a Material Adverse Effect). (v) The then aggregate outstanding Purchase Price for all Purchased Assets, when added to the Purchase Price for the requested Transaction, shall not exceed the Maximum Aggregate Purchase Price. (vi) No event Debtor enters into or events shall have been reasonably determined by Buyer to have occurred and be continuing resulting in the Hedge Agreement referenced herein with effective absence of a financial institution other than Lender, Debtor acknowledges and agrees whole loan or mortgage-backed securities market. (vii) Satisfaction of any conditions precedent to the initial Transaction as set forth in clause (a) of this Section 9 that were not satisfied prior to such Hedge Agreement initial Purchase Date. (viii) The Purchase Price for the requested Transaction shall not be secured by a lien or security less than $10,000,000. (ix) Buyer shall have determined that all actions necessary or, in the opinion of Buyer, desirable to maintain Buyer’s perfected interest in the Purchased Assets and to other Collateral have been taken, including, without limitation, duly executed and filed Uniform Commercial Code financing statements on Form UCC-1. (x) Seller shall have provided any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions other documents reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and Buyer. (xi) The Buyer shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consenthave entered into more than 2 Transactions per Business Day.

Conditions Precedent. The obligations of Lender under this This Amendment shall be subject to effective upon the satisfaction of the following conditions precedent that: precedent: (a) Debtor shall have executed delivered to Lender this Amendmentthe representations and warranties contained herein, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager Loan Agreement and in all other Loan Documents shall be true and correct as of the general partner of Debtor date hereof, and such all covenants and other documents agreements herein, in the Loan Agreement and instruments incidental in all other Loan Documents shall be and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; are hereby confirmed and ratified in all respects; (b) Guarantor no Default or Event of Default shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender be in form and content; existence as of the date hereof, except for the Specified Events of Default; (c) Debtor Borrower (i) shall have paid delivered to the Lender an origination fee executed original copy of this Amendment and each other agreement, document or instrument reasonably requested by the Lender in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amountconnection with this Amendment; and (dii) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent have delivered to the effectiveness ofLender amended and restated disclosure schedules, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, which shall be in form and substance satisfactory to the Lender in its Permitted Discretion and shall be attached hereto as Exhibit 5(c) (the “Amended and Restated Disclosure Schedules”); (d) the Borrower shall be in compliance with the notice and other requirements of the Bankruptcy Code and the applicable Rules (as defined in the Interim Financing Order) with respect to any relevant Financing Order in a counterparty reasonably manner acceptable to LenderLender and its counsel; (e) the Interim Financing Order shall have been entered by the Bankruptcy Court, which Hedge Agreement shall be effective through in the Maturity Date of form attached hereto as Exhibit 5(e), authorizing the Credit Facility. In secured financing under the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under Loan Documents on the terms and conditions set forth herein and in the Interim Financing Order, and granting super-priority expense claims to Lender with respect to all Obligations due Lender and the same is not subject to any other order that impairs its effectiveness; (f) the Subordinated Lender and Borrower shall have executed a Consent in the form attached hereto as Exhibit 5(f) (the “Annex Consent”), which Annex Consent: (1) shall provide that until the date upon which the Obligations owed to the Lender have been irrevocably repaid in full in cash Borrower may not make and the Subordinated Lender may not receive or retain any payment or distribution (in cash, in kind, in properties or securities, by set off or otherwise, except that the Subordinated Lender may accrue payment-in-kind interest and fees) in respect of the Subordinated Debt; (2) shall otherwise confirm that the subordination provisions set forth in Section 6P of the Note Purchase Agreement, as amended, remain in full force and effect in all respects in accordance with their terms; and (3) shall consent to the Borrower’s execution of this Amendment and otherwise confirm that none of the provisions of this Amendment shall constitute a breach, default or event of default under the Note Purchase Agreement or under the Subordinated Debt; (g) Borrower shall have delivered to Lender updated copies of any and all Premium Finance Arrangements, together with a written summary of such Hedge Agreementarrangements, which written summary shall be satisfactory to Lender in its Permitted Discretion; (h) Borrower shall have delivered to Lender a written opinion or opinions of counsel for the Borrower in form and content satisfactory to the Lender in its sole discretion, addressed to the Lender and its counsel, and Debtor covering such matters related to the transactions contemplated hereby as the Lender may request (including, without limitation, as to enforceability, authority and existence); (i) Borrower shall take have paid to Lender all actions legal reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default attorneys’ fees, charges and expenses incurred by the counterparty thereunder Lender in connection with the drafting, negotiation and execution of this Amendment; (j) Borrower shall not waivehave delivered to Lender a certificate of the president of Borrower dated as of the date of this Amendment on behalf of Borrower, amend or otherwise modify any in substantially the form of its rights thereunder without Exhibit 5(k) attached hereto; and (k) all proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Lender’s prior written consent.

Conditions Precedent. The obligations effectiveness of Lender under this Amendment shall be Agreement is subject to the satisfaction of the following conditions precedent that: precedent: (a) Debtor shall have executed delivered to Lender this Amendmentthe Seller Parties, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00)Administrator, a CLOSING CERTIFICATE of a manager of and the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor Purchasers shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender this Agreement on or before the close of business in form and content; Chicago, Illinois on September 26, 2008; (cb) Debtor the Administrator shall have paid Lender an origination fee in received a copy of a fully executed limited duration waiver from the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase lenders party to the Note amount; CoBank Credit Agreement and (d) Debtor CoBank, as agent for such lenders, waiving any default under the CoBank Credit Agreement that is analogous to the Subject Default for a period ending no earlier that the Scheduled Waiver Expiration Date, which limited duration waiver shall enter into, make all payments required undernot contain any terms or provisions that are not contained in this Agreement or that are inconsistent with the terms of this Agreement or that are more favorable to the lenders under the CoBank Credit Agreement than the terms of this Agreement are favorable to the Administrator and the Purchasers, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, which otherwise shall be in form and substance reasonably satisfactory to the Administrator (the “CoBank Limited Duration Waiver”), provided that the CoBank Limited Duration Waiver may require the Servicer to grant mortgages and with deeds of trust to CoBank, as agent under the CoBank Credit Agreement, on real property and buildings and improvements thereon that are currently unencumbered; (c) the Administrator shall have received a counterparty reasonably acceptable copy of a fully executed limited duration waiver from the lenders party to Lenderthe Credit Agreement and the Credit Agent, waiving any default under the Credit Agreement that is analogous to the Subject Default for a period ending no earlier that the Scheduled Waiver Expiration Date, which Hedge limited duration waiver shall not contain any terms or provisions that are not contained in this Agreement or that are inconsistent with the terms of this Agreement or that are more favorable to the lenders under the Credit Agreement than the terms of this Agreement are favorable to the Administrator and the Purchasers, and which otherwise shall be effective through in form and substance reasonably satisfactory to the Maturity Date Administrator (the “Credit Agreement Limited Duration Waiver”); and (d) the payment of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges current legal fees and agrees that such Hedge Agreement shall not be secured by a lien or security interest expenses referred to in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentSection 11 above.

Conditions Precedent. BB&T and FloridaFirst -------------------------------------------- The respective obligations of Lender under BB&T and FloridaFirst to effect the transactions contemplated by this Amendment Agreement shall be subject to satisfaction or waiver of the following conditions precedent that: at or prior to the Effective Time: (a) Debtor All corporate action necessary to authorize the execution, delivery and performance of this Agreement and the Plan of Merger, and consummation of the transactions contemplated hereby and thereby, shall have executed delivered to Lender this Amendmentbeen duly and validly taken, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in including, without limitation, the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager approval of the general partner shareholders of Debtor FloridaFirst of the Agreement and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; Plan of Merger; (b) Guarantor The Registration Statement (including any post-effective amendments thereto) shall be effective under the Securities Act, no proceedings shall be pending or to the knowledge of BB&T threatened by the Commission to suspend the effectiveness of such Registration Statement and the BB&T Common Stock to be issued as contemplated in the Plan of Merger shall have executed and delivered either been registered or be subject to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; exemption from registration under applicable state securities laws; (c) Debtor The parties shall have paid Lender an origination fee received all regulatory approvals required in connection with the amount transactions contemplated by this Agreement and the Plan of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase Merger, all notice periods and waiting periods with respect to the Note amount; such approvals shall have passed and all such approvals shall be in effect; (d) Debtor None of BB&T, any of the BB&T Subsidiaries, FloridaFirst or any of the FloridaFirst Subsidiaries shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and be subject to any order, decree or injunction of a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) court or agency of competent jurisdiction which enjoins or prohibits consummation of the principal amount transactions contemplated by this Agreement; and (e) FloridaFirst and BB&T shall have received an opinion of the Credit FacilityBB&T's legal counsel, in form and substance satisfactory to FloridaFirst and with a counterparty reasonably acceptable BB&T, substantially to Lender, which Hedge Agreement shall be effective through the Maturity Date effect that the Merger will constitute one or more reorganizations under Section 368 of the Credit Facility. In Code and that the event Debtor enters into shareholders of FloridaFirst will not recognize any gain or loss to the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees extent that such Hedge Agreement shareholders exchange shares of FloridaFirst Common Stock for shares of BB&T Common Stock. (f) The shareholders of FloridaFirst shall not be secured by a lien or security interest have approved the amendment described in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentSection 5.18.

Conditions Precedent. The execution and delivery of this Development Contract by the Construction Receiver and its obligations hereunder are subject to and conditional upon the granting of the Settlement Approval Order, the “Effective Date” (as defined therein) having occurred and such order becoming final and non-appealable and if such order is appealed, such appeal is withdrawn or determined in favour of the Construction Receiver. The obligations of Lender the Parties under this Amendment shall be Development Agreement are subject to the satisfaction or waiver of the following conditions precedent that: precedent: (a) Debtor the Construction Contract shall have been executed and delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE by the Parties thereto and be in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor full force and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; effect; (b) Guarantor the schedule of values for progress payments under the Construction Contract shall have been approved by the Project Monitor, the Syndicate and Terra Firma; (c) the Developer shall have delivered to the Owner the Craft Cash Collateral as required under this Development Contract and the same shall have been deposited in the name of the Owner in an account maintained with the Administrative Agent and the Owner shall have a first ranking security interest in the Craft Cash Collateral; (d) the TF Cost Overrun Guarantee shall have been executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender by the parties thereto and be in form full force and content; effect; (ce) Debtor the Craft Loan Agreement shall have paid Lender an origination fee been executed and delivered by the parties thereto and be in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; full force and (d) Debtor shall enter intoeffect, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed loan advance shall have been satisfied or shall have been waived by the Developer and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal full amount of the Credit FacilityCraft Loan shall have been advanced to the Construction Receiver; (f) the Syndicate Construction Loan Agreement shall have been executed and delivered by the parties thereto and be in full force and effect; (g) each of the Purchaser Package Approval Order, the Settlement Approval Order, the Beach Sales Process Order and the Receivership Administration Order shall have been granted, the “Effective Date” (as defined in the Settlement Approval Order) shall have occurred and each such order shall be final and non-appealable and if any such orders are appealed, such appeal is withdrawn or determined in favour of the Construction Receiver; (h) none of the Receivership Order, the Purchaser Package Approval Order, the Settlement Approval Order, the Beach Sales Process Order or the Receivership Administration Order or any provision of any of them shall have been stayed, varied or vacated without the prior written consent of the Owner, the Developer, the Syndicate and Terra Firma and there shall not be any pending motion to do so; (i) Tarion and Travelers shall have provided the Tarion/Travelers Settlement Acknowledgements in form and substance satisfactory to the Parties, the Syndicate and Terra Firma (including pursuant to the Settlement Approval Order); (j) the Standard Form Sales Agreement to be entered into with each Curzon Purchaser and the disclosure statement required to be delivered to each Curzon Purchaser under the Condominium Act shall have been approved by the Court pursuant to the Purchaser Package Approval Order and the Court shall have confirmed the last date upon which an Opt-In Leslieville Purchaser may rescind its New APS to purchase a counterparty reasonably acceptable Unit in the Project pursuant to Lender, which Hedge Agreement shall be effective through the Maturity Date Section 73(2) of the Credit Facility. In Condominium Act; (k) Terra Firma shall have funded to the event Debtor enters into Construction Receiver (i) the Hedge Agreement referenced herein with a financial institution full cost of rectifying all Latent Defects discovered by the Developer, the Construction Receiver or any other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest Person relating to the Project prior to the other conditions precedent hereto having been satisfied as required under the TF Cost Overrun Guarantee; and (ii) the amount of all Development Cost Overruns in and to any excess of the Collateral. Debtor shall comply with all amount of its obligations the Initial Development Budget identified prior to the other conditions precedent hereto having been satisfied as required under the terms TF Cost Overrun Guarantee; and (l) Each of UC Riverdale, UC Leslieville and provisions of such Hedge Agreement, UC Beach shall have been adjudged bankrupt under the Bankruptcy and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentInsolvency Act (Canada).

Conditions Precedent. The obligations of Lender under Borrower, the Guarantors and the Lenders acknowledge that this Amendment shall not be subject to effective until the date each of the following conditions precedent that: has been satisfied: (a) Debtor shall have executed delivered to Lender this AmendmentThe Borrower, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00)Guarantors, a CLOSING CERTIFICATE of a manager of the general partner of Debtor Required Lenders, and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor Administrative Agent shall have executed and delivered this Amendment to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable the Administrative Agent; (b) Since December 31, 2016, no Material Adverse Change shall have occurred with respect to Lender in form and content; the Borrower or any of the Guarantors; (c) Debtor No default or event of default shall have occurred or will occur under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor as a result of and after giving effect to the transactions contemplated by this Amendment; (d) The Borrower and the Guarantors shall have obtained all approvals and consents necessary to consummate the transactions contemplated by this Amendment and there shall be no legal or regulatory prohibitions or restrictions upon the consummation of the transactions contemplated by this Amendment; (e) The Borrower shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; Administrative Agent and (d) Debtor shall enter intoPNC Capital Markets LLC, make as applicable, all payments fees required underto be paid in connection with this Amendment, and satisfy the Borrower shall have reimbursed the Administrative Agent all conditions precedent fees and expenses, including without limitation, attorneys’ fees, for which the Administrative Agent is entitled to be reimbursed; and (f) All legal details and proceedings in connection with the transactions contemplated by this Amendment and all other Loan Documents to be delivered to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, Lenders shall be in form and substance and with a counterparty reasonably acceptable satisfactory to Lender, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentAdministrative Agent.

Conditions Precedent. The obligations extension of the Revolving Termination Date pursuant to Section I and the amendments pursuant to Section II shall become effective as of the date when, and only when, each of the following conditions precedent shall have been satisfied (the “Extension Date”): The Administrative Agent (or its counsel) shall have received from the Borrower, the Guarantor, Extending Lenders constituting Required Lenders and from each Issuing Lender under either (i) a counterpart of this Amendment shall be subject Agreement signed on behalf of such party or (ii) written evidence satisfactory to the conditions precedent that: Administrative Agent (awhich may include facsimile or other electronic image scan transmission of a signed signature page of this Agreement) Debtor that such party has signed a counterpart of this Agreement. The Borrower shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate paid: to the transaction provided Administrative Agent, for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender the account of each Extending Lender, an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination extension fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) 0.06% of such Extending Lender’s Revolving Commitment as consideration for of the increase Extension Date, which extension fee once paid will be fully earned and nonrefundable; and all other fees and reasonable expenses of the Administrative Agent and the Lenders required under the Credit Agreement and any other Loan Document to be paid on or prior to the Note amount; Extension Date (including reasonable fees and expenses of counsel) in connection with this Agreement. The Administrative Agent shall have received a certificate, dated the Extension Date and signed by an authorized officer of the Borrower, confirming (i) no Default or Event of Default shall have occurred and be continuing on the Extension Date and after giving effect thereto and (dii) Debtor the representations and warranties set forth in Section IV hereof, if not qualified as to materiality, shall enter intobe true and correct in all material respects and all other representations and warranties set forth in Section IV hereof shall be true and correct, make all payments required underin each case on and as of the Extension Date with the same force and effect as if made on or as of the Extension Date (except for those representations and warranties or parts thereof that, and satisfy all conditions precedent to the effectiveness ofby their terms, a Hedge Agreement (governed by and subject expressly relate solely to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facilityspecific date, in form which case such representations and substance and with a counterparty reasonably acceptable warranties, if not qualified as to Lendermateriality, which Hedge Agreement shall be effective through the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution true and correct in all material respects and all such other than Lenderrepresentations and warranties shall be true and correct, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions each case as of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentspecific date).

Conditions Precedent. The obligations of Lender under this This Amendment shall be subject to become effective upon the first date on which the following conditions precedent that: have been satisfied or waived (such date being the “Amendment Effective Date”): (a) Debtor The Administrative Agent shall have executed delivered to Lender received: i. counterparts of this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in duly executed by the amount Borrower, the Administrative Agent, and the Lenders party hereto; ii. the legal opinion of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00)▇▇▇▇▇▇▇, a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, as counsel to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit FacilityBorrower, in form and substance reasonably satisfactory to the Administrative Agent; iii. a copy of resolutions, in form and with substance reasonably satisfactory to the Administrative Agent, of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and any other Loan Documents to which it is a counterparty party, certified by the Secretary or other Responsible Officer of the Borrower as of the Amendment Effective Date, which certificate shall be in form and substance reasonably acceptable satisfactory to the Administrative Agent and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded; iv. a certificate of the Borrower, dated the Amendment Effective Date, as to the incumbency and signatures of the Responsible Officers of the Borrower signing this Amendment and any other Loan Document, reasonably satisfactory in form and substance to the Administrative Agent, signed by the Secretary or other Responsible Officer of the Borrower; and v. true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Amendment Effective Date as complete and correct copies thereof by the Secretary or other Responsible Officer of the Borrower. (b) Upon the reasonable request of any Lender made at least 5 Business Days prior to the Amendment Effective Date, the Borrower shall have provided to such Lender, which Hedge Agreement and such Lender shall be effective through reasonably satisfied with, the Maturity Date of the Credit Facility. In the event Debtor enters into the Hedge Agreement referenced herein with a financial institution documentation and other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest information so requested in and order to any of the Collateral. Debtor shall comply with all of its obligations under applicable “know your customer” and anti-money-laundering rules and regulations, including the terms PATRIOT Act, in each case at least 3 days prior to the Amendment Effective Date. (c) All fees payable by the Borrower to the Administrative Agent, the Book Runners and provisions of such Hedge any Lender on or prior to the Amendment Effective Date pursuant to this Agreement, and Debtor shall take all actions reasonably requested by Lender the Amended Credit Agreement or pursuant to enforce Debtor’s rights under such Hedge Agreement the First Amendment Fee Letters (as defined in the event Amended Credit Agreement) shall have been paid in full, in each case in the amounts and on the dates set forth herein or therein. (d) The Administrative Agent shall have received evidence of a default payment or reimbursement by the counterparty thereunder and Borrower of all Attorney Costs of the Administrative Agent to the extent invoiced at least two (2) Business Days prior to the Amendment Effective Date, plus such additional amounts of Attorney Costs as shall constitute the Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not waive, amend or otherwise modify any thereafter preclude a final settling of its rights thereunder without Lender’s prior written consentaccounts between the Borrower and the Administrative Agent).

Conditions Precedent. The obligations Notwithstanding any term or provision of Lender under this Amendment shall be subject Amending Agreement to the contrary, Sections 2.01 through to 2.08 hereof shall not become effective until the Lender shall have determined that each of the following conditions precedent that: shall have been satisfied, provided, however, that such conditions precedent must be satisfied by March 20, 1998 (the date on which such conditions precedent are satisfied is hereinafter referred to as the "Amendment Effective Date"); (a) Debtor all required corporate actions in connection with the execution and delivery of this Amending Agreement shall have executed delivered to Lender this Amendmentbeen taken, a THIRD AMENDED AND RESTATED PROMISSORY NOTE and each shall be satisfactory in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor form and such other documents and instruments incidental and appropriate substance to the transaction provided for herein as Lender or its counsel and the Lender shall have received all information and copies of all documents, including, without limitation, records of requisite corporate action that the Lender may reasonably request; , to be certified by the appropriate corporate person or government authorities; (b) Guarantor an opinion of counsel of the Borrower stating, inter alia, that all appropriate corporate action has been taken by the Borrower to enable the Borrower to enter into the transactions contemplated by this Amending Agreement and that this Amending Agreement is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms; (c) the Lender shall have received reimbursement or payment from the Borrower for all reasonable fees, costs and expenses of the Lender in connection with this Amending Agreement, and, without limitation, reasonable fees, costs and expenses of counsel to the Lender shall have been paid in full to the persons entitled thereto in immediately available funds; (d) all representations and warranties made by the Borrower in Section 3 hereof shall be true and correct in all material respects on the Amendment Effective Date with the same effect as though such representations and warranties had been made on such date after giving effect to this Amending Agreement (except to the extent any such representation or warranty relates expressly to an earlier date); (e) counterparts of this Amending Agreement shall have been duly executed and delivered to on behalf of the Borrower, the Guarantor and the Lender; (f) concurrently with the Amendment Effective Date, all guarantees granted in favour of the Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase been reaffirmed, all appropriate amendments have been made to the Note amount; U.S. Credit Agreement and an amendment to the letter of credit issued by Chase U.S. in favour of Chase Canada shall have been executed by the parties thereto; (g) concurrently with the Amendment Effective Date, the U.S. Borrowers shall have redeemed the Senior Secured Notes; (h) Chase U.S. shall have received evidence that the sum of (x) availability under the U.S. Credit Agreement and (dy) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for Availability is not less than FIFTEEN MILLION AND NO/100 DOLLARS $5,000,000.00 U.S.; and ($15,000,000.00i) of the principal amount of the Credit FacilityLender shall have received, in form and substance satisfying to it, the Acknowledgment and with a counterparty reasonably acceptable to LenderConfirmations, which Hedge Agreement shall be effective through the Maturity Date legal opinions, certificates and other documents that it has required of the Credit Facility. In Borrower and the event Debtor enters into Guarantor in connection with the Hedge Agreement referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such Hedge Agreement, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentAmalgamation.

Conditions Precedent. The obligations of Lender the Secured Parties under this Amendment shall be -------------------- Agreement on any Funding Date are subject to the accuracy of the representations and warranties on the part of the Borrower made herein and in the other Basic Agreements as of such Funding Date. This Agreement shall become effective on the first day on which all of the following conditions precedent that: have been satisfied (athe "Effective Date"): -------------- (i) Debtor The Administrative Agent shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount received such opinions of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate counsel to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed Sellers, the Servicer and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit FacilityBorrower, in form and substance and with a counterparty reasonably acceptable to Lenderthe Administrative Agent and each Funding Agent, which Hedge addressing such matters as each Funding Agent and the Administrative Agent, on behalf of the Secured Parties, shall request. (ii) The Administrative Agent shall have received a certificate of the Borrower, dated the date hereof, stating that (1) its representations and warranties made herein and in the other Basic Agreements are true and correct as of the date hereof, and (2) the Borrower has complied with all agreements and satisfied all conditions to be satisfied on its part pursuant to this Agreement and the other Basic Agreements on or prior to the date hereof. (iii) All conditions precedent to the authentication and delivery of the VFN under this Agreement shall have been satisfied. (iv) Each party to a Basic Agreement shall have performed and complied with all agreements and conditions contained in such Basic Agreement and all other documents delivered in connection herewith or therewith which are required to be effective through performed or complied with by such party. (v) This Agreement, the Maturity Date other Basic Agreements (other than the Hedge Contracts, the Receivables Sale Agreements and the ABS Sale Agreements which will be delivered in connection with the sale of Receivables or Asset Backed Securities, as applicable), the Fee Letters, and all agreements, certificates, instruments and other documents required to be delivered in connection herewith and therewith shall have been duly authorized, executed and delivered by the respective parties thereto, shall be in full force and effect and shall be in form and substance satisfactory to the Administrative Agent and the Secured Parties. (vi) The Administrative Agent shall have received the following, in each case in form and substance satisfactory to it: (1) copy of the Credit Facility. In Trust Agreement, certified by the event Debtor enters into Secretary or an Assistant Secretary of the Hedge Trustee as of the date hereof, duly authorizing the execution, delivery and performance by the Borrower of the documents executed by or on behalf of the Borrower in connection with the transactions contemplated by this Agreement referenced and the other Basic Agreements to which it is a party; and attesting to the names and true signatures of the person or persons executing and delivering each such document; (2) a copy of the resolutions of the Board of Directors of each Seller (or if either Seller is not a corporation, then comparable documents) and the Servicer, certified by the Secretary or an Assistant Secretary of such Sellers and the Servicer as of the date hereof, duly authorizing the execution, delivery and performance by the Sellers and the Servicer of each of the Basic Agreements to which each of them is a party and any other documents executed by or on behalf of the Sellers and the Servicer in connection with the transactions contemplated thereby; and an incumbency certificate of each Seller and the Servicer as to the person or persons executing and delivering each such document; and (3) such other documents and evidence with respect to the Borrower, the Sellers, the Servicer and the BackUp Servicer as the Administrative Agent and the Funding Agents may reasonably request in order to establish the trust or corporate existence and good standing of each thereof, the proper taking of all appropriate corporate or other proceedings in connection with the transactions contemplated by this Agreement and the other Basic Agreements and the compliance with the conditions set forth herein with a financial institution other than Lenderand therein. (vii) No fact or condition shall exist under applicable law or applicable regulations thereunder or interpretations thereof by any regulatory authority which, Debtor acknowledges in the reasonable opinion of the Administrative Agent and agrees that such Hedge Agreement shall not be secured by a lien the Funding Agents, would make it unlawful to issue the VFN or security interest in and to for the Borrower or any of the Collateral. Debtor shall comply with all of its other parties thereto to perform their respective obligations under this Agreement and the terms other Basic Agreements. (viii) The Sellers and provisions the Borrower shall have filed any financing statements or amendments thereto, wherever necessary or advisable in the judgment of the Administrative Agent and the Funding Agents, in order to perfect the transfer and assignment of the Receivables to the Borrower and the grant of the security interest therein to the Administrative Agent and shall have delivered file- stamped copies of such Hedge Agreementfinancing statements or other evidence of the filing thereof to the Administrative Agent. (ix) All taxes and fees due in connection with the filing of the financing statements referred to in clause (viii) of this Section 7.1(g) shall have been paid in full or duly provided for. (x) No action or proceeding shall have been instituted nor shall any governmental action be threatened before any court or governmental agency nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency to set aside, restrain, enjoin or prevent the performance of this Agreement or any of the other Basic Agreements or the transactions contemplated hereby or thereby. (xi) If applicable, each Funding Agent shall have received written confirmation from each of the Rating Agencies that the then-current ratings assigned by each of them to the Commercial Paper issued by its related CP Lender will not be reduced or withdrawn as a result of the execution and delivery of this Agreement by such CP Lender. (xii) Eiffel and the Eiffel Funding Agent shall have received (with copies to the Administrative Agent) opinions of counsel to the Sellers, the Servicer, the Borrower, the Trust and the Trustee, dated on or about the date hereof, in form and substance acceptable to, and Debtor addressing such matters as, the Eiffel Funding Agent shall take all actions reasonably requested by Lender to enforce Debtor’s rights under request, unless such Hedge Agreement in the event of a default condition is otherwise waived by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior written consentEiffel Funding Agent.

Conditions Precedent. The obligations of Lender under Subject to the other terms and conditions hereof, this Amendment shall be subject to not become effective until the conditions precedent that: (a) Debtor Agent shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager received each of the general partner of Debtor and such other following instruments, documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter intoagreements, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, each in form and substance satisfactory to the Agent: (a) Counterparts this Amendment duly executed and with delivered by Borrower and Bank; (b) a counterparty reasonably acceptable to Lendercertificate of Secretary of CBL Holdings I, which Hedge Agreement shall be effective through the Maturity Date Inc. dated as of the Credit Facility. In date hereof certifying (i) that the event Debtor enters into Certificate of Incorporation and By-laws of CBL Holdings I, Inc. have not been modified; (ii) that the Hedge Partnership Agreement referenced herein with and Certificate of Limited Partnership of Borrower and Guarantor have not been modified since June 15, 2005; (iii) that attached thereto is a financial institution true and complete copy of Resolutions adopted by the Executive Committee Board of Directors of CBL Holdings I, Inc., authorizing the execution and delivery on behalf of Borrower and Guarantor of this Amendment and the other than Lenderinstruments, Debtor acknowledges documents or agreements executed and agrees that delivered by or on behalf of Borrower and/or Guarantor in connection herewith remain in full force and effect (all such Hedge Agreement shall not be secured instruments, documents or agreements executed and delivered in connection herewith by a lien or security interest in on behalf of CBL Holdings I, Inc., Borrower and/or Guarantor are hereinafter collectively referred to as the "Borrower Amendment Documents"); and (iv) as to any the incumbency and genuineness of the Collateral. Debtor shall comply with all signatures of its obligations under the terms officers of CBL Holdings I, Inc. executing the Borrower Amendment Documents to which Borrower and/or Guarantor is a party; (c) a certificate of the Secretary of CBL & Associates Properties, Inc. dated as of the date hereof certifying (i) that the Certificate of Incorporation and provisions By-laws of such Hedge AgreementCBL & Associates Properties, and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default Inc. have not been modified since June 15, 2005; (ii) that copy Resolutions adopted by the counterparty thereunder Executive Committee Board of Directors of CBL & Associates Properties, Inc. authorizing the execution and delivery on behalf of CBL & Associates Properties, Inc. of this Amendment and the other instruments, documents or agreements executed and delivered by CBL & Associates Properties, Inc. in connection herewith (all such instruments, documents or agreement executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc., Borrower may or any Subpartnership are hereinafter collectively referred to as the "Properties Amendment Documents"); and (iii) as to the incumbency and genuineness of the signatures of the offices of CBL & Associates Properties, Inc. executing the Properties Amendment Documents to which CBL & Associates Properties, Inc. is a party; (d) the opinions of Borrower's in-house counsel addressed to the Bank and satisfactory in form and substance to the Bank, covering such matters relating to the transaction contemplated by this Amendment as the Bank may reasonably request. Upon fulfillment of the foregoing conditions precedent, this Amendment shall not waive, amend or otherwise modify any become effective as of its rights thereunder without Lender’s prior written consentthe date hereof.

Conditions Precedent. Section 6.1 Conditions Precedent to Obligations of the Seller, Selling Subsidiaries and the Purchaser. The respective obligations of Lender under each party to effect the transactions contemplated by this Amendment Agreement shall be subject to the conditions precedent that: satisfaction or waiver of the following conditions: (a) Debtor the Bankruptcy Court shall have executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE entered in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of Bankruptcy Cases the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, following orders in form and substance and with a counterparty reasonably acceptable to LenderPurchaser and such orders are not subject to stay or injunction : (i) the Bid Procedures Order no later than 20 days after the Bankruptcy Filing Date; (ii) the Sale Approval Order (together with any related findings of fact or conclusions of law) approving this Agreement and the transactions contemplated hereby no later than 50 days after the Bid Order Date; (iii) to the extent not expressly provided by the Sale Approval Order, an order fixing and allowing the claims and the extent, validity and priority of liens held by DVIFS, DVIBC, and all other DVI Entities, against Seller and any other Seller Debtor Entity which Hedge Agreement have filed Petitions, against Seller, the affected assets of Seller, any other Seller Debtor Entity, and the affected assets of such Seller Debtor Entity; and (iv) the Cash Collateral Orders. (b) the waiting period applicable to the Acquisition, if any, under the HSR Act shall be effective through have expired or been terminated, all necessary and expedient filings, in the Maturity Date reasonable opinion of the Credit Facility. In Purchaser, shall have been made, all applicable waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any relevant jurisdiction shall have expired, lapsed or been terminated, all statutory or regulatory obligations in any relevant jurisdiction shall have been complied with in each case in connection with the event Debtor enters into Acquisition, and all authorizations considered necessary or appropriate in the Hedge Agreement referenced herein with a financial institution other than Lenderreasonable opinion of the Purchaser shall have been obtained from any Governmental Entity and all such authorizations shall remain in full force and effect and there being no notice of any intention to revoke, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien suspend or security interest in and to adversely restrict or modify any of the Collateralsame; (c) no action, suit or proceeding (including any proceeding over which the Bankruptcy Court has jurisdiction under 28 U.S.C. ss. Debtor 157(b) and (c)) brought by any Governmental Entity shall comply with all be pending to enjoin, restrain or prohibit the Acquisition, or that would be reasonably likely to prevent or make illegal the consummation of its obligations under the transactions contemplated by this Agreement; (d) to the extent required by the Bankruptcy Code and/or any other applicable law, any partner of the Chalmette, Long Beach, and Park South Partnerships, the approval of which is necessary for the transfer of any partnership interests of any Seller Entity in the Chalmette, Long Beach and/or Park South Partnerships, or any of them, to Purchaser shall have consented to the transfer of any such partnership interest or interests of Seller or Affiliate of Seller to Purchaser on or prior to the Closing Date on terms reasonably satisfactory to Purchaser; as used herein, the terms "Chalmette, Long Beach and provisions of such Hedge AgreementPark South Partnerships" shall refer collectively to the following named entities: "Chalmette Imaging Associates, a partnership in commendam Louisiana;" "Long Beach Medical Imaging Center, Ltd."; and Debtor shall take all actions reasonably requested by Lender to enforce Debtor’s rights under such Hedge Agreement in the event of a default by the counterparty thereunder and shall not waive"Park South Imaging Center, amend or otherwise modify any of its rights thereunder without Lender’s prior written consent.Ltd.;" and