Common use of Conditions to Effectiveness of this Amendment Clause in Contracts

Conditions to Effectiveness of this Amendment. This Amendment shall --------------------------------------------- become effective when the Agent shall have received at least thirteen (13) counterparts of this Amendment, duly executed by the Company and the Required Lenders, provided the following conditions are satisfied: (a) Before and after giving effect to this Amendment, the representations and warranties of the Company in Section 3 of the Credit Agreement, Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, of NCFC in Section 15 of the Guaranty, and of NCCC in Section 15 of the NCCC Guaranty shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Credit Agreement. (b) Before and after giving effect to this Amendment, no Event of Default and no Unmatured Event of Default shall have occurred and be continuing. (c) No material adverse change in the business, assets, financial condition or prospects of the Company or NCFC shall have occurred since May 26, 1999. (d) The Agent shall have received the following, each duly executed or certified, as the case may be, and dated as of the date of delivery thereof: (i) copy of resolutions of the Board of Directors of the Company, certified by its respective Secretary or Assistant Secretary, authorizing or ratifying the execution, delivery and performance of this Amendment; (ii) a certified copy of any amendment or restatement of the Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Lenders; (iii) certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment; (iv) a Reaffirmation of NCFC Guaranty duly executed by NCFC; (v) a Reaffirmation of NCCC Guaranty duly executed by NCCC; and (vi) such other documents, instruments, opinions and approvals as the Agent may reasonably request. (e) The Agent shall have received the amendment fee required by Section 8.16 of the Credit Agreement.

Conditions to Effectiveness of this Amendment. This Notwithstanding anything to the contrary set forth herein, this Amendment shall --------------------------------------------- become effective when upon satisfaction in a manner reasonably satisfactory to the Agent of each of the following conditions (such time, the “Effective Time”): (a) the delivery to the Agent of a counterpart of this Amendment executed by Borrower, the other Credit Parties, the Agent and the Lenders; (b) the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 9, 2013 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries is not less than $11,100,000 (“Fourth Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Fourth Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Fourth Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Fourth Amendment Effective Date, is equal to or less than 3.50:1.00; (c) the Agent shall have received at least thirteen (13) counterparts received, for the ratable benefit of this Amendmentthe Lenders a closing fee of $215,625 of which Agent, duly executed by the Company in its capacity as a Lender and the Required for its affiliates who are Lenders, provided the following conditions are satisfied: (a) Before will retain $122,083.33 and after giving effect to this AmendmentRegions Bank, the representations and warranties of the Company in Section 3 of the Credit Agreementas a Lender, Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, of NCFC in Section 15 of the Guaranty, and of NCCC in Section 15 of the NCCC Guaranty shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Credit Agreement. (b) Before and after giving effect to this Amendment, no Event of Default and no Unmatured Event of Default shall have occurred and be continuing. (c) No material adverse change in the business, assets, financial condition or prospects of the Company or NCFC shall have occurred since May 26, 1999.will receive $93,541.67; (d) The Agent the Borrower shall have received the following, each duly executed or certified, as the case may be, reimbursed Agent for all costs and dated as of the date of delivery thereof: expenses (iincluding all legal fees and expenses) copy of resolutions of the Board of Directors of the Company, certified incurred by its respective Secretary or Assistant Secretary, authorizing or ratifying the execution, delivery and performance of Agent in connection with this Amendment; (iie) a certified copy of any amendment or restatement the accuracy of the Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Lendersrepresentations and warranties contained in Section 3 hereof; (iiif) certified copies of all documents evidencing since December 26, 2011 there shall not have occurred any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this AmendmentMaterial Adverse Effect; (ivg) no Default or Event of Default exists or will arise as a Reaffirmation direct result of NCFC Guaranty duly executed by NCFC; (v) a Reaffirmation of NCCC Guaranty duly executed by NCCCthis Amendment; and (vih) such other documents, instruments, opinions and approvals as the delivery to Agent may reasonably request. (e) The Agent shall have received the amendment fee required by Section 8.16 of the Credit Agreementother documents and deliveries set forth on Exhibit D attached hereto (in fully-executed forms, where applicable).

Conditions to Effectiveness of this Amendment. This Notwithstanding anything to the contrary set forth herein, this Amendment shall --------------------------------------------- become effective when upon satisfaction in a manner reasonably satisfactory to the Agent of each of the following conditions (such time, the “Effective Time”): (a) the delivery to the Agent of a counterpart of this Amendment executed by Borrower, the other Credit Parties, the Agent, the New Lenders and the other Lenders; (b) the Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent demonstrating that, based upon the financial statements for the twelve month period ended September 3, 2012 delivered to Agent and the Lenders in accordance with the Credit Agreement: (i) EBITDA of the Credit Parties and their Subsidiaries (which shall, for purposes of clarity, include EBITDA attributable to the South Carolina Franchising Acquisitions and the Texas Franchising Acquisitions as set forth in the definition of EBITDA (as amended hereby)) is not less than $8,500,000 (“Third Amendment EBITDA”) and (ii) the ratio of total Funded Indebtedness of the Credit Parties and their subsidiaries to Third Amendment EBITDA, calculated giving pro forma effect to the transactions consummated on the Third Amendment Effective Date, payment of all costs and expenses in connection therewith, and funding of the Incremental Term Loan and the prepayment of certain Loans on the Third Amendment Effective Date, is equal to or less than 3.05:1.00; (c) the Agent shall have received at least thirteen received, for the ratable benefit of the Lenders, a closing fee in an amount equal to one-half of one percent (130.50%) counterparts of this Amendment, duly executed by the Company sum of (i) aggregate outstanding principal balance of the Term Loan and the Required LendersRevolving Loan and (ii) unfunded Commitments, provided in each case, held by such Lender immediately prior to the following conditions are satisfied: (a) Before and after giving effect to this Amendment, the representations and warranties of the Company in Section 3 of the Credit Agreement, Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, of NCFC in Section 15 of the Guaranty, and of NCCC in Section 15 of the NCCC Guaranty shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Credit Agreement. (b) Before and after giving effect to this Amendment, no Event of Default and no Unmatured Event of Default shall have occurred and be continuing. (c) No material adverse change in the business, assets, financial condition or prospects of the Company or NCFC shall have occurred since May 26, 1999.Effective Time; (d) The Agent the Borrower shall have received the following, each duly executed or certified, as the case may be, reimbursed Agent for all costs and dated as of the date of delivery thereof: expenses (iincluding all legal fees and expenses) copy of resolutions of the Board of Directors of the Company, certified incurred by its respective Secretary or Assistant Secretary, authorizing or ratifying the execution, delivery and performance of Agent in connection with this Amendment; (iie) a certified copy of any amendment or restatement the accuracy of the Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Lendersrepresentations and warranties contained in Section 3 hereof; (iiif) certified copies of all documents evidencing since December 26, 2011 there shall not have occurred any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this AmendmentMaterial Adverse Effect; (ivg) no Default or Event of Default exists or will arise as a Reaffirmation direct result of NCFC Guaranty duly executed by NCFC; (v) a Reaffirmation of NCCC Guaranty duly executed by NCCCthis Amendment; and (vih) such other documents, instruments, opinions and approvals as the delivery to Agent may reasonably request. (e) The Agent shall have received the amendment fee required by Section 8.16 of the Credit Agreementother documents and deliveries set forth on Exhibit C attached hereto (in fully-executed forms, where applicable).

Conditions to Effectiveness of this Amendment. This Amendment shall --------------------------------------------- become effective when the Agent shall have received at least thirteen eight (13) 8) counterparts of this Amendment, duly executed by the Company and the Required Lenderseach Bank and acknowledged by NCFC, provided the following conditions are satisfied: (a) Before and after giving effect to this Amendment, the representations and warranties of the Company in Section 3 of the Credit Agreement, Agreement and Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, and of NCFC in Section 15 of the Guaranty, and of NCCC in Section 15 of the NCCC Guaranty shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Credit Agreement. (b) Before and after giving effect to this Amendment, no Event of Default and no Unmatured Event of Default shall have occurred and be continuingcontinuing under the Credit Agreement. (c) No material adverse change in the business, assets, financial condition or prospects of the Company or NCFC shall have occurred since May 26, 1999the Effective Date. (d) The Agent following shall have received been delivered to the followingAgent, each duly executed or certified, as the case may be, and dated as of the date of delivery thereof: (i) copy an amendment to the Guaranty, in the form of Exhibit C hereto, duly executed by the Guarantor; (ii) certified copies of resolutions of the Board of Directors of the Company, certified by its respective Secretary or Assistant Secretary, Company authorizing or ratifying the execution, delivery and performance of this Amendment, the Working Capital Security Agreement, the New Note(s) and the amendment to the Guaranty described in clause (i) above; (iiiii) a certified copy of any amendment or restatement of the Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the LendersBanks; (iiiiv) certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment; , the Working Capital Security Agreement, the New Note(s) and the amendment to the Guaranty described in clause (ivi) a Reaffirmation of NCFC Guaranty duly executed by NCFCabove; (v) a Reaffirmation favorable opinion of NCCC Guaranty duly executed by NCCCXxxxx Xxxxxxx, General Counsel to NCFC and senior legal counsel to the Company, addressed to the Banks, as to the matters and to the effect set forth on Exhibit B hereto; and (vi) such other documents, instruments, opinions and approvals as the Agent may reasonably request. (e) The Agent shall have received the amendment fee required by Section 8.16 of the Credit Agreement.

Conditions to Effectiveness of this Amendment. This 4.1 Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of Bank hereunder, it is understood and agreed that this Amendment shall --------------------------------------------- become effective when the Agent effective, and Sunlight and Holdings shall have received at least thirteen (13) counterparts of rights under this Amendment, duly executed by upon the Company and the Required Lenders, provided satisfaction of the following conditions are satisfied:(the “Waiver Effective Date”): (a) Before receipt by Bank of each of the following: (i) fully executed counterparts of this Amendment from Sunlight and Holdings; (ii) the Operating Documents of each Loan Party and long-form good standing certificates of each of Sunlight and Holdings certified by the Secretary of State of the State (or equivalent agency) of such Loan Party’s jurisdiction of organization, in each case as of a date no earlier than thirty (30) days prior to the Waiver Effective Date; (iii) certificate duly executed by a Responsible Officer or secretary of each of Sunlight and Holdings attaching (A) its Operating Documents (or certifying such Operating Documents have not changed since April 25, 2023), (B) customary authorizing resolutions, (C) incumbency signatures, and (D) each good standing certificate described in clause (a)(ii) above; and (iv) payment of (A) all outstanding out of pocket professional fees and expenses incurred by Bank under the Existing HI Program Agreement and Existing Solar Program Agreement prior to the Waiver Effective Date and (B) CRB Fees (as defined in the Existing Loan Agreement). (a) immediately after giving effect to this Amendmentthe waivers and amendments hereunder, as of the Waiver Effective Date, no Default or Event of Default has occurred and is continuing; (b) immediately after giving effect to the waivers and amendments hereunder, as of the Waiver Effective Date, the representations and warranties of the Company in Section 3 of the Credit Agreement, Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, of NCFC in Section 15 of the Guaranty, and of NCCC in Section 15 of the NCCC Guaranty set forth hereunder shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Credit Agreement. (b) Before and after giving effect to this Amendment, no Event of Default and no Unmatured Event of Default shall have occurred and be continuing. (c) No in all material adverse change in the business, assets, financial condition or prospects of the Company or NCFC shall have occurred since May 26, 1999. (d) The Agent shall have received the following, each duly executed or certified, as the case may be, and dated as of the date of delivery thereof: (i) copy of resolutions of the Board of Directors of the Company, certified by its respective Secretary or Assistant Secretary, authorizing or ratifying the execution, delivery and performance of this Amendment; (ii) a certified copy of any amendment or restatement of the Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Lenders; (iii) certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment; (iv) a Reaffirmation of NCFC Guaranty duly executed by NCFC; (v) a Reaffirmation of NCCC Guaranty duly executed by NCCCrespects; and (vi) such other documents, instruments, opinions and approvals as the Agent may reasonably request. (e) The Agent shall have received the amendment fee required by Section 8.16 of the Credit Agreement.

Conditions to Effectiveness of this Amendment. This Amendment shall --------------------------------------------- not become effective when until, and shall become effective when, each and every one of the following conditions shall have been satisfied to the satisfaction of the Agent Lessor, the Administrative Agent and each Participant (the conditions precedent are for the benefit of the Agent Lessor, the Administrative Agent and each Participant only): (a) The Agent Lessor, the Administrative Agent and the Participants shall have received at least thirteen (13) executed counterparts of this Amendment, duly executed by the Company Xxxxxxx Entities party hereto; (b) The Agent Lessor, the Administrative Agent and the Required LendersParticipants shall have received evidence satisfactory to them that the Xxxxxx Credit Agreement has been amended as of February 28, provided 2003 in form and substance reasonably satisfactory to the following conditions are satisfied:Administrative Agent, the Agent Lessor and the Participants; (ac) Before and after giving effect to this Amendment, the The representations and warranties of the Company Xxxxxxx Entities set forth in Section 3 of the Credit Agreement, Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, of NCFC in Section 15 of the Guaranty, and of NCCC in Section 15 of the NCCC Guaranty shall be 9 hereof are true and correct on and as though made on of the date hereof, except for changes that are permitted by the terms ; (A) Each of the Credit Agreement. (b) Before Lenders that has executed and delivered to the Administrative Agent a counterpart of this Amendment on or prior to the date hereof shall have received, ratably in proportion to its Commitment Percentage, an amendment fee equal to 0.375% of the Commitment of such Lender as in effect immediately after giving effect to the $16,800,000 payment contemplated by Section 7.11(a) of the Participation Agreement, as amended by this Amendment (but, for the avoidance of doubt, no other payment contemplated by this Amendment) and (B) each of the Lenders that executed and delivered to the Administrative Agent a counterpart of the Fifth Amendment on or prior to December 20, no Event of Default and no Unmatured Event of Default 2002, shall have occurred and be continuing. (c) No material adverse change received, ratably in the businessproportion to its Commitment Percentage, assets, financial condition or prospects an amendment fee equal to 0.125% of the Company or NCFC shall have occurred since May 26, 1999. (d) The Agent shall have received the following, each duly executed or certified, as the case may be, and dated Commitment of such Lender as of the date of delivery thereof: (i) copy of resolutions of the Board of Directors of the CompanyDecember 20, certified by its respective Secretary or Assistant Secretary, authorizing or ratifying the execution, delivery and performance of this Amendment2002; (ii) a certified copy of any amendment or restatement of the Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Lenders; (iii) certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment; (iv) a Reaffirmation of NCFC Guaranty duly executed by NCFC; (v) a Reaffirmation of NCCC Guaranty duly executed by NCCC; and (vi) such other documents, instruments, opinions and approvals as the Agent may reasonably request. (e) The Administrative Agent shall have received from the amendment fee required by Section 8.16 Representative a counterpart of the Credit AgreementInvestments Side Letter signed by the Representative or facsimile or other written confirmation (in form satisfactory to the Administrative Agent) that the Representative has signed a counterpart thereof; (f) Receipt by the Administrative Agent of evidence satisfactory to it that the Representative shall have prepaid (or deposited funds that are committed to the prepayment of) the Obligations in an aggregate principal amount of $20,000,000; and (g) Receipt by the Administrative Agent of payment of all out-of-pocket expenses due and payable to it pursuant to Section 9.1(b) of the Participation Agreement (including, to the extent invoiced, all fees and expenses of Mayer, Brown, Xxxx & Maw, special counsel to the Lessors, pursuant to Section 11 hereof). Upon receipt of all of the foregoing, this Amendment shall become effective.

Conditions to Effectiveness of this Amendment. This Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Noteholders hereunder, it is understood and agreed that this Amendment shall --------------------------------------------- not become effective when effective, and the Agent Company shall have received at least thirteen no rights hereunder, until satisfaction of the condition set forth in the first sentence following clause (13e) counterparts of this Amendment, duly executed by the Company Section 3 and the Required Lenders, provided the following conditions are satisfieduntil each Noteholder shall have received: (a) Before a copy of this Amendment executed by the Company, the Subsidiary Guarantors and after giving the Required Holders; (b) a copy of the fully executed Third Bank Amendment in form and substance reasonably satisfactory to the Required Holders (a true, correct and complete copy of which is attached hereto as Annex 1), which, among other things, provides for an increase in the aggregate Revolver Commitments (as defined in the New Loan Agreement) thereunder from $15,000,000 to $20,000,000; (c) a fully executed copy of that certain Purchase Agreement, dated as of the date hereof (the “2010 Purchase Agreement”), by and between Gores Radio and the Company in form and substance satisfactory to the Required Holders (a true, correct and complete copy of which is attached hereto as Annex 2), which provides, among other things for (i) the purchase by Gores Radio, in cash, of not less than $5,000,000 of new shares of common stock of the Company on or prior to September 7, 2010 at a purchase price equal to $6.50 per share and otherwise on terms and conditions reasonably satisfactory to the Required Holders (the “2010 Stock Purchase”); and (ii) subject to the terms of Section 2.1(b) of the 2010 Purchase Agreement (as in effect on the date hereof), the purchase by Gores Radio, in cash, of not less than $10,000,000 of new shares of common stock of the Company on or prior to this AmendmentFebruary 28, 2011 (or such earlier date as may be necessary to remedy any liquidity shortfall of the Company on the terms and conditions set forth in the 2010 Purchase Agreement) at a purchase price per share equal to the Fair Market Value (as defined below) thereof and otherwise on terms and conditions reasonably satisfactory to the Required Holders (the “2011 Stock Purchase”); (d) the representations and warranties of the Company set forth in Section 3 of the Credit Agreement, Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, of NCFC in Section 15 of the Guaranty, and of NCCC in Section 15 of the NCCC Guaranty this Amendment shall be true and correct as though made on of the date hereof; and (e) payment of the reasonable fees, except for changes that are permitted charges and disbursements of counsel to, and the financial advisor for, the Noteholders and incurred in connection with this Amendment (as set forth in invoices provided by Xxxxxxx XxXxxxxxx LLP and Xxxxxx, Del Genio, Xxxxx & Co., LLC, respectively, to the Company on or prior to the date hereof). In addition, 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 reasonably satisfactory to the Required Holders and their special counsel (such satisfaction to be established by the terms execution and delivery of this Amendment by the Credit Agreement. (b) Before and after giving effect Required Holders). The date on which all such conditions to the effectiveness of this Amendment, no Event Amendment have been met is referred to herein as the “Effective Date”. For purposes of Default and no Unmatured Event of Default shall have occurred and be continuing. clause (c) No material adverse change in above, the business, assets, financial condition or prospects “Fair Market Value” per share of common stock of the Company on a given date shall mean (x) if the shares of common stock of the Company are publicly traded in the over-the-counter market, then the average of the per share volume-weighted average price for the Company’s Primary Exchange as displayed under the heading “VWAP” on the Bloomberg Financial Markets Information Service (or, if Bloomberg ceases to publish such price, any successor service reasonably chosen by the Company) page “WWON<Equity> VWAP” (or NCFC shall have occurred since May 26the equivalent successor if such page is not available), 1999. in respect of the period from the open of trading on the relevant trading day until the close of trading on such trading day, for the thirty (d30) The Agent shall have received consecutive trading days ended on the followingtrading day immediately preceding such date, each duly executed or certified(y) if no such quotations are available, as the case may be, and dated fair value of such shares as of the such date of delivery thereof: (i) copy of resolutions as determined by mutual agreement of the Board of Directors of the CompanyCompany and the Required Holders, certified or, if they shall fail to agree within 10 Business Days (or a further period on written agreement of all such parties), by its respective Secretary or Assistant Secretary, authorizing or ratifying an independent internationally-recognized investment banking firm selected by the execution, delivery and performance Board of this Amendment; (ii) a certified copy of any amendment or restatement Directors with the consent of the Articles Required Holders (the fees and expenses of Incorporation or which shall be paid by the By-laws Company). Notwithstanding the foregoing, if the Fair Market Value of the shares of common stock of the Company made determined in accordance with clause (x) or entered following the date (y) of the most recent certified copies thereof furnished preceding sentence, as applicable, is less than $4.00 per share, the Fair Market Value of each share of Common Stock shall be deemed to the Lenders; (iii) certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment; (iv) a Reaffirmation of NCFC Guaranty duly executed by NCFC; (v) a Reaffirmation of NCCC Guaranty duly executed by NCCC; and (vi) such other documents, instruments, opinions and approvals as the Agent may reasonably request. (e) The Agent shall have received the amendment fee required by Section 8.16 be $4.00 per share for purposes of the Credit Agreement2011 Stock Purchase, and if the Fair Market Value of the shares of common stock of the Company determined in accordance with clause (x) or (y) of the preceding sentence, as applicable, is greater than $9.00 per share, the Fair Market Value of each share of Common Stock shall be deemed to be $9.00 per share for purposes of the 2011 Stock Purchase. For purposes hereof, the “Primary Exchange” means the “Primary Exchange” identified on page 2 on the Bloomberg Financial Markets Information Service (or, if Bloomberg ceases to publish such price, any successor service reasonably chosen by the Company) page “WWON<Equity> DES” (or the equivalent successor if such page is not available).

Conditions to Effectiveness of this Amendment. This Amendment shall --------------------------------------------- become effective when on the Agent shall have received at least thirteen date hereof (13such date, the “Fourth Amendment Effective Date”) counterparts upon the satisfaction of this Amendment, duly executed by the Company and the Required Lenders, provided the following conditions are satisfiedconditions: (a) Before (i) the Credit Parties constituting all Credit Parties as of the Fourth Amendment Effective Date shall have executed and after giving effect delivered counterparts of this Amendment to the Administrative Agent, (ii) the Lenders constituting all Lenders as of the Fourth Amendment Effective Date shall have executed and delivered counterparts of this Amendment to the Administrative Agent, (iii) each Issuing Bank as of the Fourth Amendment Effective Date shall have executed and delivered counterparts of this Amendment to the Administrative Agent and (iv) each of the U.S. Administrative Agent and the Canadian Administrative Agent shall have executed a counterpart of this Amendment, the representations and warranties of the Company in Section 3 of the Credit Agreement, Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, of NCFC in Section 15 of the Guaranty, and of NCCC in Section 15 of the NCCC Guaranty shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Credit Agreement.; (b) Before the Company (or its designee) shall have paid, or caused to be paid, all reasonable documented out of pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment (including the fees and expenses of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP as U.S. counsel to the Administrative Agent, (ii) XxXxxxxx LLP as Canadian counsel to the Administrative Agent and (iii) NautaDutilh New York P.C. as Dutch counsel to the Administrative Agent) for which invoices have been presented to the Company at least two business days prior to the Fourth Amendment Effective Date; (c) the Company (or its designee) shall have paid, or caused to be paid, all fees owed to the Lead Arranger pursuant to that certain Engagement Letter dated November 11, 2021 by and between the Company and BofA Securities, Inc.; (d) the Administrative Agent shall have received from (i) Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, U.S. counsel to the Credit Parties, (ii) XxXxxxxx Xxxxxxxx, special Canadian counsel to the Credit Parties and (iii) NautaDutilh New York P.C., special Dutch counsel to the Administrative Agent, in each case, an opinion addressed to the Administrative Agent, the Collateral Agent and each of the Lenders party to the Amended Credit Agreement on the Fourth Amendment Effective Date and dated the Fourth Amendment Effective Date in form and substance reasonably satisfactory to the Administrative Agent; (e) prior to and immediately after giving effect to this Amendment, no Event of Default and no Unmatured or Event of Default shall have occurred and be continuing.; (cf) No material adverse change in the business, assets, financial condition or prospects each of the Company representations and warranties made by any Credit Party set forth in Section 8 of the Credit Agreement or NCFC in any other Credit Document are true and correct in all material respects (without duplication of any materiality standard set forth in any such representation or warranty) on and as of the Fourth Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have occurred since May 26, 1999.be true and correct in all material respects as of such date (without duplication of any materiality standard set forth in any such representation or warranty); (dg) The the Administrative Agent shall have received a certificate, dated the followingFourth Amendment Effective Date and signed on behalf of the Company (and not in any individual capacity) by a Responsible Officer of the Company, certifying on behalf of the Company that the conditions set forth in Sections 4(e) and 4(f) hereof have been satisfied; (h) the Administrative Agent shall have received a certificate from the Company and each duly executed or certifiedother Credit Party, as dated the case may beFourth Amendment Effective Date, signed by a Responsible Officer of such Credit Party, and dated attested to by the secretary or any assistant secretary of such Credit Party, in each case, on behalf of such Credit Party (and not in any individual capacity), certifying (i) that the copies of such Credit Party’s certificate or articles of incorporation and by-laws (or equivalent organizational documents) (x) as previously certified and delivered to the Administrative Agent remain in full force and effect as of the Fourth Amendment Effective Date without modification or amendment since such original delivery or (y) as certified as of a recent date by the appropriate Governmental Authority of the jurisdiction of such Credit Party’s organization or formation and attached to such officer’s certificate are true, correct, and complete and in full force and effect as of the Fourth Amendment Effective Date and (ii) that the copies of the Credit Parties’ resolutions approving and adopting this Amendment and the transactions contemplated hereby, and authorizing the execution and delivery thereof:hereof, as attached to such officer’s certificate, are true, correct, and complete copies and in full force and effect as of the Fourth Amendment Effective Date; (i) copy of resolutions of the Board of Directors of the CompanyAdministrative Agent shall have received good-standing certificates (or similar instrument, certified by its respective Secretary or Assistant Secretary, authorizing or ratifying the execution, delivery and performance of this Amendment; (ii) a certified copy of any amendment or restatement of the Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Lenders; (iii) certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if anyapplicable) with respect to this Amendment; (iv) a Reaffirmation each Credit Party certified by proper governmental authorities in such Credit Party’s jurisdiction of NCFC Guaranty duly executed by NCFC; (v) a Reaffirmation of NCCC Guaranty duly executed by NCCCorganization or formation, and such bring-down telegrams or certificates thereof as the Administrative Agent shall reasonably request; and (vij) such other documents, instruments, opinions and approvals as the Agent may reasonably request. (e) The Agent each Lender shall have received the amendment fee all documentation and other information required by Section 8.16 of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Credit AgreementUSA PATRIOT Act to the extent reasonably requested by such Person in writing at least ten (10) Business Days prior to the Fourth Amendment Effective Date and (ii) to the extent any Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), any Lender that has requested, in a written notice to the Company at least ten (10) Business Days prior to the Fourth Amendment Effective Date, a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation (a “Beneficial Ownership Certification”) shall have received such Beneficial Ownership Certification.

Conditions to Effectiveness of this Amendment. This Amendment shall --------------------------------------------- become effective when The extension of the Agent shall have received at least thirteen (13Forbearance Period set forth in sub-paragraph 4(a) counterparts of this Amendment, duly executed Forbearance Amendment is further conditioned upon the execution by the Company all parties of this Amendment and the Required Lenders, provided the following conditions are satisfied: (a) Before and after giving effect to this Amendment, the representations and warranties Bank’s receipt of the Company in Section 3 of the Credit Agreementdocuments, Section 5 of the Pledge instruments and Security Agreement and Section 4 of the Servicing Security Agreementagreements listed below, of NCFC in Section 15 of the Guarantyfully executed by all parties thereto, and of NCCC in Section 15 of form and substance satisfactory to the NCCC Guaranty shall be true and correct as though made on the date hereofBank, except for changes that are permitted by the terms of the Credit Agreement. (b) Before the Bank’s receipt of the amounts specified below, in cash in immediately available funds, and after giving effect to this Amendment, no Event of Default and no Unmatured Event of Default shall have occurred and be continuing. (c) No material adverse change in the business, assets, financial condition or prospects satisfaction of the Company or NCFC shall have occurred since May 26, 1999. (d) The Agent shall have received the following, each duly executed or certified, as the case may be, and dated as of the date of delivery thereofother requirements set forth below: (i) copy Upon the execution of resolutions of this Amendment, such enabling resolutions, officer certificates and other documents, agreements and instruments which Bank determines are reasonably necessary to memorialize or carry out the Board of Directors of the Company, certified by its respective Secretary or Assistant Secretary, authorizing or ratifying the execution, delivery intents and performance purposes of this Amendment; (ii) On or before the execution of this Amendment, a certified countersigned copy of any amendment or restatement of the Articles of Incorporation or notice letter from Bank regarding the Byrequirement to pre-laws of fund all Automated Clearing House (“ACH”) transactions and other changes to Borrowers’ ACH arrangements with the Company made or entered following the date of the most recent certified copies thereof furnished to the LendersBank; (iii) certified copies Upon the execution of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment, an amended and restated Security Agreement (Multiple Use) in form and substance acceptable to Bank, securing all obligations, debts and liabilities of the Borrowers to the Bank and all affiliates and subsidiaries of the Bank; (iv) Payment by Borrowers of a Reaffirmation forbearance extension fee in the amount of NCFC Guaranty duly executed by NCFC;Thirty Five Thousand Dollars ($35,000.00), which shall be deemed fully earned, non-refundable and not subject to rebate or proration. Provided also, however, as an accommodation to the Borrowers, such forbearance extension fee shall be paid in two (2) equal installments of Seventeen Thousand Five Hundred Dollars ($17,500.00) each, the first of which shall be due and payable upon the execution of this Amendment, with the balance due and payable on the date which is thirty (30) days after the execution of this Amendment or such earlier date upon which the Forbearance Period is terminated for any reason. (v) a Reaffirmation Upon the execution of NCCC Guaranty duly executed this Amendment, payment by NCCC; andBorrowers of the out-of-pocket costs and expenses incurred by the Bank from the date of the Forbearance Agreement through the date of this Amendment consisting of legal fees and costs of $4,219.32. (vi) No material adverse change shall have occurred in the condition, financial or otherwise, operations, properties, assets or prospects of Borrowers since the date of the Forbearance Agreement which has not been disclosed to the Bank prior to the date of this Amendment, and Borrowers hereby represent and warrant to Bank that, as of the date of this Amendment, all such other documents, instruments, opinions and approvals as the Agent may reasonably requestoccurrences have been disclosed. (evii) The Agent There shall have received the amendment fee required by Section 8.16 exist no material threatened or pending litigation or material contingent obligations with respect to Borrowers, and Borrowers hereby represent and warrant to Bank that, as of the Credit date of this Amendment, there is no pending litigation and/or outstanding judgments against any of the Borrowers. (viii) Borrowers shall continue to be obligated to make all payments under the Loan Documents as and when due, including the timely payment of interest with respect to the Obligations and shall comply with all of the other terms and conditions set forth in the Loan Documents, as modified by the Forbearance Agreement.

Conditions to Effectiveness of this Amendment. This Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Amendment shall --------------------------------------------- not become effective when effective, and the Borrower shall have no rights under this Amendment, until the Administrative Agent shall have received at least thirteen (13) counterparts of this Amendment, duly executed by the Company and the Required Lenders, provided the following conditions are satisfied: (a) Before and after giving effect to this Amendment, the representations and warranties of the Company in Section 3 of the Credit Agreement, Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, of NCFC in Section 15 of the Guaranty, and of NCCC in Section 15 of the NCCC Guaranty shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Credit Agreement. (b) Before and after giving effect to this Amendment, no Event of Default and no Unmatured Event of Default shall have occurred and be continuing. (c) No material adverse change in the business, assets, financial condition or prospects of the Company or NCFC shall have occurred since May 26, 1999. (d) The Agent shall have received the following, each duly executed or certified, as the case may be, and dated as of the date of delivery thereofreceived: (i) copy of resolutions executed counterparts to this Amendment from the Borrower, each of the Board of Directors Guarantors and the Lenders; (ii) a certificate of the Company, certified by its respective Secretary or Assistant SecretarySecretary of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, authorizing or ratifying the execution, delivery and performance of this Amendment to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing this Amendment; (ii) a certified copy of any amendment or restatement of the Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Lenders; (iii) certified copies of all the articles of incorporation or other charter documents evidencing any necessary corporate actionof each Loan Party, consent together with certificates of good standing or governmental or regulatory approval (if any) existence, as may be available from the Secretary of State of the jurisdiction of incorporation of such Loan Party and with respect to this Amendmentthe Borrower the States of Texas, Ohio, North Carolina and Virginia where the Borrower is required to be qualified to do business as a foreign corporation; (iv) a Reaffirmation favorable written opinion of NCFC Guaranty duly executed by NCFCKixxxxxxxx Xoxxxxxx, LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Amendment, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (v) a Reaffirmation of NCCC Guaranty duly executed by NCCC; andamendments to the Loan Facility Agreement and the RIMCO Loan Facility Agreement, in form and substance satisfactory to the Administrative Agent; (vi) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Transaction Documents or any of the transactions contemplated thereby, and such other documentsconsents, instrumentsapprovals, opinions authorizations, registrations, filings and approvals as the Agent may reasonably request. (e) The Agent orders shall be in full force and effect and all applicable waiting periods shall have received the amendment fee required by Section 8.16 of the Credit Agreement.expired; and

Conditions to Effectiveness of this Amendment. This Amendment shall --------------------------------------------- become effective when as of the Agent shall have received at least thirteen date (13the “Effective Date”) counterparts each of this Amendment, duly executed by the Company and the Required Lenders, provided the following conditions are precedent shall have been satisfied: (a) Before and after giving effect to this Amendment, the representations and warranties of the Company in Section 3 of the Credit Agreement, Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, of NCFC in Section 15 of the Guaranty, and of NCCC in Section 15 of the NCCC Guaranty shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Credit Agreement. (b) Before and after giving effect to this Amendment, no Event of Default and no Unmatured Event of Default shall have occurred and be continuing. (c) No material adverse change in the business, assets, financial condition or prospects of the Company or NCFC shall have occurred since May 26, 1999. (d) The Administrative Agent shall have received on or prior to the Effective Date each of the following, each duly executed dated the Effective Date unless otherwise indicated or certified, as agreed to by the case may be, Administrative Agent and dated as of in form and substance satisfactory to the date of delivery thereofAdministrative Agent: (i) copy counterparts of this Amendment duly executed and delivered by each of the Borrowers, the MLP, the Administrative Agent, the Issuer, the Swingline Lender, each Lender participating in the Revolving Credit Commitment Increase and the Required Lenders under the Credit Agreement; (ii) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees in an aggregate amount equal to $300,000,000 and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Parent Borrower, the Administrative Agent and such Eligible Assignee; Exhibit 10.2 BWP 10-Q 06/30/2009 Exhibit 10.2 ----- (iii) a favorable opinion of (A) Vxxxxx & Exxxxx LLP, counsel to the Loan Parties, and (B) in-house counsel to the Loan Parties, each addressed to the Administrative Agent, the Lenders and the Issuers and addressing such matters as the Administrative Agent may reasonably request; (iv) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver this Amendment and the other documents required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the resolutions of the such Loan Party’s Board of Directors of the Company, certified by its respective Secretary (or Assistant Secretary, equivalent governing body) approving and authorizing or ratifying the execution, delivery and performance of this Amendment; Amendment and the other documents required hereunder to be executed and delivered by or on behalf of such Loan Party and (iiC) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) and the by-laws (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) and the by-laws (or equivalent Constituent Document) previously delivered to the Administrative Agent on the Amendment No. 1 Effective Date (or if there has been such a change, attaching a certified copy of any amendment or restatement of the Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Lenders; (iii) certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment; (iv) a Reaffirmation of NCFC Guaranty duly executed by NCFCthereof); (v) a Reaffirmation certificate of NCCC Guaranty duly executed by NCCCthe chief financial officer of each Borrower in his capacity as such (and not in his individual capacity), in form and substance satisfactory to the Administrative Agent, attesting to the solvency of the Borrowers and the MLP after giving effect to the Revolving Credit Commitment Increase contemplated hereby; and (vi) such other documents, instruments, opinions and approvals as the Agent may reasonably request. (e) The Agent shall have received the amendment fee required by Section 8.16 a certificate of a Responsible Officer of the Credit Agreement.Borrowers to the effect that the conditions set forth in Section 4.2(b) (

Conditions to Effectiveness of this Amendment. This Amendment shall --------------------------------------------- become effective when on September 1, 2000 (the "Effective Date"), provided the Agent shall have received at least thirteen eight (13) 8) counterparts of this Amendment, duly executed by the Company Borrower and all of the Required LendersLenders (including the Existing Lenders and Comerica), provided and the following conditions are satisfied: (a) Before and after giving effect to this Amendment, the representations and warranties of the Company Borrower in Section 3 5 of the Credit Agreement, Loan Agreement and Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, of NCFC in Section 15 of the Guaranty, and of NCCC in Section 15 of the NCCC Guaranty shall be true and correct as though made on the date hereof, except to the extent such representations and warranties by their terms are made as of a specific date and except for changes that are permitted by the terms of the Credit Loan Agreement. (b) Before and after giving effect to this Amendment, no Event of Default and no Unmatured Event of Default shall have occurred and be continuing. (c) No Except as disclosed in the Parent's quarterly report on form 10-Q filed with the Securities and Exchange Commission for the fiscal quarter ended March 31, 2000, no material adverse change in the business, assets, financial condition or prospects of the Company or NCFC Borrower shall have occurred since May 26December 31, 1999. (d) The Agent shall have received the following, each duly executed or certified, as the case may be, and dated as of the date of delivery thereof:: (i) a new Committed Warehousing Promissory Note payable to each Lender holding a Commitment from and after the Effective Date, in the amount of such Lender's respective Commitment Amount after giving effect to this Amendment (each, a "New Note"), duly executed by the Company; (ii) copy of resolutions of the Board of Directors of the CompanyBorrower, certified by its respective Secretary or Assistant Secretary, authorizing or ratifying the execution, delivery and performance of this Amendment; (iiiii) a certified copy of any amendment or restatement of the Articles of Incorporation or the By-laws of the Company Borrower made or entered following the date of the most recent certified copies thereof furnished to the Lenders; (iiiiv) certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment; (iv) a Reaffirmation of NCFC Guaranty duly executed by NCFC; (v) a Reaffirmation certificate of NCCC Guaranty duly executed good standing for the Borrower in the jurisdiction of its incorporation, certified by NCCCthe appropriate governmental official as of a date not more than 10 days prior to the Effective Date; and (vi) such other documents, instruments, opinions instruments and approvals as the Agent may reasonably request. (e) The Agent shall have received the amendment fee required by Section 8.16 of the Credit Agreement.

Conditions to Effectiveness of this Amendment. This Amendment shall --------------------------------------------- become effective when the Agent shall have received at least thirteen (13) counterparts and no provision of this Amendment, duly executed by the Company and the Required Lenders, provided Amendment shall be effective until) each of the following conditions are has been satisfied: (a) Before Agent shall have received a copy of this Amendment executed by the Loan Parties, the Sponsor Guarantors and after giving effect each Lender; (b) Agent shall have received a copy of the fully executed Fifth Notes Amendment in form and substance reasonably satisfactory to Agent and each Lender (such satisfaction to be evidenced by the execution and delivery of this Amendment by Agent and each Lender), a true, correct and complete copy of which is attached hereto as Exhibit A), which, among other things, provides the consent of Required Holders (as defined in the Securities Purchase Agreement) to the Sixth Amendment, and provides that Agent and Lenders are intended third party beneficiaries to such consent to the Sixth Amendment; (c) Agent shall have received a fully executed copy of the Stock Purchase Agreement in form and substance reasonably satisfactory to Agent and each Lender (such receipt and satisfaction to be evidenced by the execution and delivery of this Amendment by Agent and each Lender), a true, correct and complete copy of which is attached hereto as Exhibit B); (d) the representations and warranties of the Company set forth in Section 3 of the Credit Agreement, Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, of NCFC in Section 15 of the Guaranty, and of NCCC in Section 15 of the NCCC Guaranty this Amendment shall be true and correct as though made on of the date hereof, except for changes that are permitted by ; (e) the Company shall consummate the Traffic Sale Transaction on the Effective Date substantially concurrently with the execution of this Amendment pursuant to and in accordance with the terms of the Credit Stock Purchase Agreement.; (bf) Before and after giving effect to this Amendmentthe extent a Noteholder has executed that certain letter agreement, no Event of Default and no Unmatured Event of Default shall have occurred and be continuing. (c) No material adverse change in the business, assets, financial condition or prospects of the Company or NCFC shall have occurred since May 26, 1999. (d) The Agent shall have received the following, each duly executed or certified, as the case may be, and dated as of the date of delivery thereof: (i) copy of resolutions Effective Date, waiving the 5 day notice period in connection with any optional prepayment of the Board of Directors Notes pursuant to Section 7.3 of the CompanySecurities Purchase Agreement (the “Notes Prepayment Notice Waiver”), certified payment shall have been made to each such Noteholder (other than Gores Radio Holdings and its Affiliates) by its respective Secretary or Assistant Secretary, authorizing or ratifying the execution, delivery and performance wire transfer of this Amendment; (ii) a certified copy of any amendment or restatement immediately available funds of the Articles of Incorporation or the By-laws entire outstanding principal amount of the Company made or entered following Notes held by each such Noteholder (including, without limitation and for the avoidance of doubt, all Capitalized Interest Amounts (as defined in the Securities Purchase Agreement) in respect thereof) and all interest on such Notes accrued to the date of payment thereof substantially concurrently with the most recent certified copies thereof furnished to consummation of the Lenders; (iii) certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment; (iv) a Reaffirmation of NCFC Guaranty duly executed by NCFC; (v) a Reaffirmation of NCCC Guaranty duly executed by NCCCTraffic Sale Transaction; and (vig) all corporate and other proceedings in connection with the transactions contemplated by this Amendment and all documents and instruments incident to such other documents, instruments, opinions transactions shall be reasonably satisfactory to the Lenders (such satisfaction to be evidenced by the execution and approvals delivery of this Amendment by the each Lender). The date on which all such conditions to the effectiveness of this Amendment have been met is referred to herein as the Agent may reasonably request“Effective Date”. (e) The Agent shall have received the amendment fee required by Section 8.16 of the Credit Agreement.

Conditions to Effectiveness of this Amendment. This Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Amendment shall --------------------------------------------- not become effective when effective, and the Agent Company shall have received at least thirteen (13) counterparts no rights hereunder, until satisfaction of the condition set forth in the penultimate sentence of this Amendment, duly executed by the Company Section 2 and the Required Lenders, provided until each of the following conditions are have been satisfied: (a) Before Agent shall have received a copy of this Amendment executed by the Loan Parties, the Sponsor Guarantors and after giving the Required Lenders; (b) Agent shall have received a copy of the fully executed Third Notes Amendment in form and substance reasonably satisfactory to Agent and Required Lenders (a true, correct and complete copy of which is attached hereto as Exhibit A), which, among other things, provides the New Senior Noteholders’ consent to the Third Amendment, including the increase in the Maximum Revolver Amount from $15,000,000 to $20,000,000, and provides that Agent and Lenders are intended third party beneficiaries to such consent; (c) Agent shall have received a copy of the fully executed Amendment No. 1 to Guaranty (With Put Option) in the form attached as Exhibit B hereto (the “Sponsor Guaranty Amendment”); (d) Agent shall have received a fully executed copy of that certain Purchase Agreement, dated as of the date hereof (the “2010 Purchase Agreement”), by and between Gores Radio Holdings and the Company in form and substance satisfactory to the Required Lenders (a true, correct and complete copy of which is attached hereto as Exhibit C), which provides, among other things for (i) the purchase by Gores Radio Holdings, in cash, of not less than $5,000,000 of new shares of common stock of the Company on or prior to September 7, 2010 at a purchase price equal to at least $6.50 per share and otherwise on terms and conditions reasonably satisfactory to the Required Lenders (the “2010 Stock Purchase”); and (ii) subject to the terms of Section 2.1 of the 2010 Purchase Agreement (as in effect on the date hereof), the purchase by Gores Radio Holdings, in cash, of not less than $10,000,000 of new shares of common stock of the Company on or prior to February 28, 2011 (or such earlier date as may be necessary to remedy any liquidity shortfall of the Company on the terms and conditions set forth in the 2010 Purchase Agreement) at a purchase price per share equal to the Fair Market Value (as defined below) thereof and otherwise on terms and conditions reasonably satisfactory to the Required Lenders (the “2011 Stock Purchase”) (e) Agent shall have received the Third Amendment Fee (as defined below) for the benefit of the Lenders party to the Credit Agreement as of the date hereof; (f) Agent shall have received a copy of an amendment no. 2 to Irrevocable Standby Letter of Credit in the amount of $15,000,000 issued as of the Closing Date by Union Bank of California, N.A. in favor of Agent, as beneficiary, on behalf of the Sponsor Guarantors, as applicants increasing the amount of such Irrevocable Standby Letter of Credit from $15,000,000 to $17,500,000 in the form attached as Exhibit D hereto issued as of the Third Amendment Effective Date by Union Bank, N.A. in favor of Agent, as beneficiary, together with evidence satisfactory to Agent that the original of such Irrevocable Standby Letter of Credit has been sent to Agent for delivery no later than one calendar day following the date of this Amendment. (g) Agent shall have received a fully executed opinion of Sponsor Guarantors’ counsel in form and substance satisfactory to Agent with respect to this Amendment and the Sponsor Guaranty Amendment; (h) Agent shall have received a fully executed certificate from the Secretary of each Sponsor Guarantor in form and substance satisfactory to Agent (i) attesting to the resolutions of such Sponsor Guarantor’s general partner authorizing its execution, delivery, and performance of this Amendment and the Sponsor Guaranty Amendment, (ii) authorizing specific officers of such Sponsor Guarantor to execute the same and (iii) attesting to the incumbency and signatures of such specific officers of the general partner of such Sponsor Guarantor; and (i) the representations and warranties of the Company set forth in Section 3 of the Credit Agreement, Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, of NCFC in Section 15 of the Guaranty, and of NCCC in Section 15 of the NCCC Guaranty this Amendment shall be true and correct as though made on of the date hereof. In addition, except for changes that are permitted 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 reasonably satisfactory to the Required Lenders (such satisfaction to be established by the terms execution and delivery of this Amendment by the Credit Agreement. Required Lenders). The date on which all such conditions to the effectiveness of this Amendment have been met is referred to herein as the “Effective Date”. For purposes of clause (bd) Before and after giving effect to this Amendmentabove, no Event the “Fair Market Value” per share of Default and no Unmatured Event of Default shall have occurred and be continuing. (c) No material adverse change in the business, assets, financial condition or prospects common stock of the Company on a given date shall mean (x) if the shares of common stock of the Company are publicly traded in the over-the-counter market, then the average of the per share volume-weighted average price for the Company’s Primary Exchange as displayed under the heading “VWAP” on the Bloomberg Financial Markets Information Service (or, if Bloomberg ceases to publish such price, any successor service reasonably chosen by the Company) page “WWON<Equity><VWAP>” (or NCFC shall have occurred since May 26the equivalent successor if such page is not available), 1999. in respect of the period from the open of trading on the relevant trading day until the close of trading on such trading day, for the thirty (d30) The Agent shall have received consecutive trading days ended on the followingtrading day immediately preceding such date, each duly executed or certified(y) if no such quotations are available, as the case may be, and dated fair value of such shares as of the such date of delivery thereof: (i) copy of resolutions as determined by mutual agreement of the Board of Directors of the CompanyCompany and the Agent, certified or, if they shall fail to agree within 10 Business Days (or a further period on written agreement of all such parties), by its respective Secretary or Assistant Secretary, authorizing or ratifying an independent internationally-recognized investment banking firm selected by the execution, delivery and performance Board of this Amendment; (ii) a certified copy of any amendment or restatement Directors with the consent of the Articles Agent (the fees and expenses of Incorporation or which shall be paid by the By-laws Company). Notwithstanding the foregoing, if the Fair Market Value of the shares of common stock of the Company made determined in accordance with clause (x) or entered following the date (y) of the most recent certified copies thereof furnished preceding sentence, as applicable, is less than $4.00 per share, the Fair Market Value of each share of Common Stock shall be deemed to the Lenders; (iii) certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment; (iv) a Reaffirmation of NCFC Guaranty duly executed by NCFC; (v) a Reaffirmation of NCCC Guaranty duly executed by NCCC; and (vi) such other documents, instruments, opinions and approvals as the Agent may reasonably request. (e) The Agent shall have received the amendment fee required by Section 8.16 be $4.00 per share for purposes of the Credit Agreement2011 Stock Purchase, and if the Fair Market Value of the shares of common stock of the Company determined in accordance with clause (x) or (y) of the preceding sentence, as applicable, is greater than $9.00 per share, the Fair Market Value of each share of Common Stock shall be deemed to be $9.00 per share for purposes of the 2011 Stock Purchase. For purposes hereof, the “Primary Exchange” means the “Primary Exchange” identified on page 2 on the Bloomberg Financial Markets Information Service (or, if Bloomberg ceases to publish such price, any successor service reasonably chosen by the Company) page “WWON<Equity> DES” (or the equivalent successor if such page is not available).

Conditions to Effectiveness of this Amendment. This The effectiveness of this Amendment is subject to the satisfaction (or written waiver) of the following conditions (the date of satisfaction or written waiver of such conditions being referred to herein as the “First Amendment Effective Date”): 4.1 the Administrative Agent shall --------------------------------------------- become effective when have executed a counterpart of this Amendment and shall have received (i) from the Consenting Revolving Lenders collectively constituting the Required Revolving Lenders and each Issuing Lender, a duly executed Revolving Lender Consent, and (ii) from the Borrower and Holdings, a counterpart of this Amendment duly executed by the Borrower and Holdings; 4.2 the Administrative Agent shall have received at least thirteen written notice from the Borrower in accordance with Section 2.10 of the Credit Agreement not later than three (133) counterparts of this AmendmentBusiness Days prior to the First Amendment Effective Date permanently and irrevocably reducing the Revolving Commitments as follows (such notice, duly executed by the Company and the Required Lenders, provided the following conditions are satisfied:“Revolving Commitment Reduction/Termination Notice”): (a) Before immediately upon the occurrence of the First Amendment Effective Date, the aggregate Revolving Commitments shall be permanently reduced to $10,000,000.00, of which $9,686,456.50 shall consist of L/C Commitments, and each Revolving Lender’s Revolving Commitment shall be as set forth in Schedule 2 (for the avoidance of doubt, the Borrower agrees not to borrow any Revolving Loans pursuant to Section 2.5 of the Credit Agreement on or after the First Amendment Effective Date and the sole purpose for such remaining commitments shall be for First Amendment Effective Date Letters of Credit); (b) following the First Amendment Effective Date, immediately upon the earlier of (x) 30 days after the expiration of each First Amendment Effective Date Letter of Credit on the respective date set forth in Schedule 1 under the heading “Expiration Date”, provided that the Administrative Agent shall not have received notice of a pending draw request from the applicable Issuing Lender, (y) the earlier termination of any First Amendment Effective Date Letter of Credit and the receipt by the Administrative Agent of the notice specified in Section 3.2 that the original physical copy of such First Amendment Effective Date Letter of Credit has been returned to the applicable Issuing Lender and (z) the earlier drawing upon any First Amendment Effective Date Letter of Credit in accordance with its terms, the aggregate Revolving Commitments and L/C Commitments in effect immediately prior to such expiration, termination or draw shall be automatically and permanently reduced by an amount equal to the greatest multiple of $500,000, if any, which is less than the face amount of the applicable First Amendment Effective Date Letter of Credit set forth in Schedule 1 under the heading “Face Amount” (or, in the case of a draw, the amount of such draw) (and the parties agree that, after giving effect to the application thereof to any reimbursement obligation then outstanding with respect to such expired, terminated or drawn First Amendment Effective Date Letter of Credit, any Cash Collateral then held by the Administrative Agent in excess of 103% of the aggregate principal amount of Revolving Commitments then remaining outstanding shall be promptly released to the Borrower); and (c) immediately upon the occurrence of the events set forth in Section 4.2(b)(x) or (y) with respect to all of the First Amendment Effective Date Letters of Credit, the aggregate Revolving Commitments and L/C Commitments shall be automatically and permanently reduced to zero and the Revolving Facility shall cease to be outstanding (and any remaining cash collateral (including any remaining Cash Collateral) then held by the Administrative Agent shall be promptly released to the Borrower); 4.3 each First Amendment Effective Date Letter of Credit shall have been Cash Collateralized and the Borrower shall have deposited with the Administrative Agent (as collateral for the Revolving Commitments for the benefit of the Agents, the Issuing Lenders and the Revolving Lenders) cash collateral (including Cash Collateral in respect of the First Amendment Effective Date Letters of Credit) in an aggregate amount equal to 103% of the Revolving Commitments as of the First Amendment Effective Date immediately after giving effect to this Amendment, ; 4.4 the representations and warranties of the Company Borrower and the other Loan Parties set forth in Section 3 of the Credit Agreement, Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, of NCFC in Section 15 of the Guaranty, and of NCCC in Section 15 of the NCCC Guaranty this Amendment shall be true and correct as though made in all material respects; and 4.5 concurrently with the consummation of the transactions contemplated hereby, the Borrower shall have paid (a) the aggregate principal amount of all Revolving Loans (together with all accrued and unpaid interest and fees on the date hereofRevolving Loans up to, except for changes that are permitted but not including, the First Amendment Effective Date) to the Revolving Lenders and any other amounts payable by the terms Borrower under Section 2.20 and Section 2.21 of the Credit Agreement. Agreement to the Revolving Lenders, (b) Before to the Administrative Agent all fees (including but not limited to fees under Section 2.9(b)), indemnities, reasonable and after giving effect documented cost reimbursements and other Obligations, if any, then due and owing to this Amendment, no Event of Default the Revolving Lenders or the Administrative Agent under the Loan Documents (on or prior to the First Amendment Effective Date) and no Unmatured Event of Default shall have occurred and be continuing. (c) No material adverse change in the businessto Shearman & Sterling LLP, assets, financial condition or prospects of the Company or NCFC shall have occurred since May 26, 1999. (d) The Agent shall have received the following, each duly executed or certified, as the case may be, and dated as of the date of delivery thereof: (i) copy of resolutions of the Board of Directors of the Company, certified by its respective Secretary or Assistant Secretary, authorizing or ratifying the execution, delivery and performance of this Amendment; (ii) a certified copy of any amendment or restatement of the Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished counsel to the Lenders; (iii) certified copies Administrative Agent, all invoiced fees and expenses of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect which the Borrower has been notified in writing at least two Business Days prior to this Amendment; (iv) a Reaffirmation of NCFC Guaranty duly executed by NCFC; (v) a Reaffirmation of NCCC Guaranty duly executed by NCCC; and (vi) such other documents, instruments, opinions and approvals as the Agent may reasonably requestFirst Amendment Effective Date. (e) The Agent shall have received the amendment fee required by Section 8.16 of the Credit Agreement.

Conditions to Effectiveness of this Amendment. This Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Amendment shall --------------------------------------------- not become effective when effective, and the Borrower shall have no rights under this Amendment, until the Administrative Agent shall have received at least thirteen (13i) counterparts a commitment fee in the amount of $75,000 for the sole benefit of the Alternative Issuing Lender, (ii) such other fees as the Borrower has previously agreed to pay the Administrative Agent or any of its affiliates in connection with this Amendment, duly executed by (iii) reimbursement or payment of its costs and expenses incurred in connection with this Amendment (including reasonable fees, charges and disbursements of Paul, Hastings, Jxxxxxxx & Wxxxxx LLP, counsel to the Company Administrative Agent), and the Required Lenders, provided (iv) each of the following conditions are satisfieddocuments: (a) Before and after giving effect executed counterparts to this AmendmentAmendment from the Borrower, each of the Guarantors, the representations Lenders and warranties of the Company in Section 3 of the Credit Agreement, Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, of NCFC in Section 15 of the Guaranty, and of NCCC in Section 15 of the NCCC Guaranty shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Credit Agreement.Issuing Lenders; (b) Before and after giving effect The legal opinion of White & Case LLP, counsel to this Amendmentthe Borrower Parties, no Event of Default and no Unmatured Event of Default shall have occurred and be continuing.addressed to the Administrative Agent; (c) No material adverse The Administrative Agent shall have received evidence satisfactory to it that all Necessary Authorizations are in full force and effect and are not subject to any pending or threatened reversal or cancellation, and that no Default exists, and the Administrative Bank shall have received a certificate of an Authorized Signatory of the Company so stating; (d) The Administrative Agent shall have received evidence satisfactory to it that no change in the business, assets, management, operations, financial condition or prospects of the Company or NCFC Borrower Parties shall have occurred since May 26June 30, 1999. (d) The 2005, which change has had or is reasonably likely to have a Materially Adverse Effect, and the Administrative Agent shall have received the following, each duly executed or certified, as the case may be, and dated as a certificate of an Authorized Signatory of the date of delivery thereof: (i) copy of resolutions of the Board of Directors of the Company, certified by its respective Secretary or Assistant Secretary, authorizing or ratifying the execution, delivery and performance of this Amendment; (ii) a certified copy of any amendment or restatement of the Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Lenders; (iii) certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment; (iv) a Reaffirmation of NCFC Guaranty duly executed by NCFC; (v) a Reaffirmation of NCCC Guaranty duly executed by NCCCBorrower so stating; and (vie) All such other documents, instruments, opinions and approvals documents as the Administrative Agent may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (e) The Agent shall have received the amendment fee required by Section 8.16 of the Credit Agreement.

Conditions to Effectiveness of this Amendment. This Amendment shall --------------------------------------------- not become effective when until, and shall become effective when, each and every one of the Agent following conditions shall have received at least thirteen been satisfied on the Effective Date: (13a) executed counterparts of this Amendment, duly executed by the Company Borrower, the Agent and the Required Lenders, provided shall have been delivered to the following conditions are satisfied: (a) Before and after giving effect to this Amendment, the representations and warranties of the Company in Section 3 of the Credit Agreement, Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, of NCFC in Section 15 of the Guaranty, and of NCCC in Section 15 of the NCCC Guaranty shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Credit Agreement.Lenders; (b) Before and after giving effect to this Amendment, no Event of Default and no Unmatured Event of Default shall have occurred and be continuing. (c) No material adverse change in the business, assets, financial condition or prospects of the Company or NCFC shall have occurred since May 26, 1999. (d) The Agent shall have received the following, each duly executed or certified, as the case may be, and dated as a copy of the date of delivery thereof: (i) copy of resolutions of the Board of Directors of the Company, certified by its respective Secretary or Assistant Secretary, Borrower authorizing or ratifying the execution, delivery and performance by the Borrower of this AmendmentAmendment and the Subordinated Note Restructuring Agreement, certified by its Secretary or an Assistant Secretary, in the form annexed hereto as Exhibit A; (iic) a certified copy of any amendment or restatement the representations and warranties of the Articles of Incorporation or the By-laws of the Company made or entered following Borrower set forth in Section 6 hereof are true and correct on and with respect to the date hereof; (d) the Agent shall have received the favorable opinion of counsel to the most recent certified copies thereof furnished Obligors as to the matters set forth in Sections 7.1(a), 7.1(b) and 7.1(c) hereof and such other matters as you reasonably deem appropriate, which opinion shall be in form and substance satisfactory to the Lenders; (iiie) certified copies in satisfaction and payment of all documents evidencing any necessary corporate actionan aggregate of $8,487,300.00 of the outstanding principal amount of the Loans due and owing under the Loan Agreement and accrued and unpaid interest, consent or governmental or regulatory approval the Lenders shall have received 89,117 shares of the $8,911,665.00 aggregate face value, Series H, Cumulative Senior Preferred Stock, par value $0.00001 per share (if any) the "Series H Preferred Stock"), of the Company, with respect the effect and result that immediately following the Effective Date, the outstanding principal amount of the Loans due and owing pursuant to this Amendmentthe Loan Agreement shall be $1,000,000.00; (ivf) the Subordinated Note Restructuring Agreement and the related Subordinated Guaranty Agreement shall be in form and substance acceptable to the Agent, shall be in full force and effect and a Reaffirmation true, correct and complete copy of NCFC Guaranty duly executed by NCFCeach thereof shall have been delivered to the Agent; (vg) a Reaffirmation the Agent shall have, on behalf of NCCC Guaranty the Lenders, received the duly executed by NCCCand recorded Certificate of Designation of the Company relating to the Series H Preferred Stock in form and substance satisfactory to the Agent and the Lenders; and (vih) such other documents, instruments, opinions and approvals as the Agent may reasonably request. (e) The Agent shall have received the amendment fee required by Section 8.16 a written confirmation from each Subsidiary (other than Foreign Subsidiaries) of the Credit AgreementBorrower which is a party to a Guaranty affirming its absolute and unconditional obligations under such Guaranty. Upon receipt of all of the foregoing, this Amendment shall become effective.

Conditions to Effectiveness of this Amendment. This The Waivers set forth in Section 3 and the Amendments described in Section 4 of this Amendment shall --------------------------------------------- become effective when as of the first date on which each of the following conditions precedent are satisfied (the “Effective Date”): (a) the Administrative Agent shall have received at least thirteen received: (13i) counterparts of this AmendmentAmendment duly executed and delivered by each of Holdings, the Borrower, the Guarantors, the Administrative Agent, and each Lender; and (ii) resolutions or written consents of the Board of Directors or equivalent governing body of each Loan Party authorizing entry into this Amendment and performance by such Loan Party of its obligations thereunder, duly certified by the Secretary of each Loan Party (or its general partner or managing member, as applicable) or any other officer of such Loan Party (or its general partner or managing member, as applicable), in a form reasonably acceptable to the Administrative Agent; (iii) counterparts of a perfection certificate, duly executed and delivered by each of Holdings, the Company Borrower and each Guarantor, in the Required Lenders, provided the following conditions are satisfied:form attached hereto as Exhibit B; (aiv) Before a certificate of Delta Petroleum Corporation certifying the complete and accurate calculation of the aggregate outstanding principal amount of the Delta Account Receivable, as of the date hereof, as set forth on Exhibit C hereto, in a form reasonably acceptable to the Administrative Agent; and (v) a certificate of each Loan Party certifying that other than the defaults described in Section 2 hereof, no Default or Event of Default has occurred and is continuing on the Effective Date prior to or after giving effect to this Amendment, in a form reasonably acceptable to the Administrative Agent. (b) each of the representations and warranties of the Company set forth below in Section 3 7 of the Credit Agreement, Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, of NCFC in Section 15 of the Guaranty, and of NCCC in Section 15 of the NCCC Guaranty this Amendment shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on the date hereof, except for changes that are permitted by the terms and as of the Credit Agreement.Effective Date; (bc) Before Borrower shall have paid the Administrative Agent for the account of each Lender a fee equal to 0.50% of the Loans outstanding under the Credit Agreement as at the Effective Date; (d) there shall have been paid to the Administrative Agent, for the account of the Agents and after giving effect the Lenders, as applicable, free and clear of any recoupment or set-off, in immediately available funds all fees and expenses due and payable to this Amendment, the Agents or the Lenders in an amount not to exceed $50,000 for the period on or prior to the Effective Date to the account listed on Exhibit E hereto; (e) Borrower shall have filed with the clerk of United States Bankruptcy Court for the Southern District of New York (the “Court”) a “Withdrawal of Claim” in respect of Claim 25652 previously filed with the Court; (f) no Event of Default and no Unmatured or Event of Default shall have occurred and be continuing. (c) No material adverse change in continuing on the business, assets, financial condition or prospects of the Company or NCFC shall have occurred since May 26, 1999. (d) The Agent shall have received the following, each duly executed or certified, as the case may be, and dated as of the date of delivery thereof: (i) copy of resolutions of the Board of Directors of the Company, certified by its respective Secretary or Assistant Secretary, authorizing or ratifying the execution, delivery and performance of this Amendment; (ii) a certified copy of any amendment or restatement of the Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Lenders; (iii) certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect Effective Date after giving effect to this Amendment; (iv) a Reaffirmation of NCFC Guaranty duly executed by NCFC; (v) a Reaffirmation of NCCC Guaranty duly executed by NCCC; and (vig) such other documents, instruments, opinions and approvals as the Agent may reasonably request. (e) The Agent Borrower shall have received repaid the amendment fee required by Section 8.16 Loans in an amount of the Credit Agreementnot less than $7,633,663.

Conditions to Effectiveness of this Amendment. This Notwithstanding any other provision of this Amendment shall --------------------------------------------- become effective when and without affecting in any manner the Agent shall have received at least thirteen (13) counterparts rights of the holders of the Notes hereunder, it is understood and agreed that this Amendment, including, without limitation, the amendments set forth in Section 1 of this Amendment, duly executed by shall not become effective, and the Company shall have no rights under this Amendment, until the Noteholders shall have received executed counterparts to this Amendment from the Company, each of the Guarantors and the Required LendersNoteholders. Without limiting the foregoing, provided the amendments set forth in Section 2 of this Amendment shall not become effective until the Noteholders shall have received (i) reimbursement or payment of their costs and expenses incurred in connection with this Amendment or the Note Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Noteholders), and (ii) each of the following conditions are satisfieddocuments: (a) Before A duly executed copy of an amendment to the Credit Agreement, in form and substance satisfactory to the Noteholders and their counsel; (b) A copy of each Permitted Senior Unsecured Note Document and the Permitted Senior Unsecured Note Disclosure Document, in each case certified as being complete and correct by a Responsible Officer of the Company; (c) Evidence that, immediately after giving effect on a Pro Forma Basis to the incurrence of the Indebtedness evidenced by the Permitted Senior Unsecured Notes on the Fourth Amendment Effective Date (after giving effect to this Amendment, the representations and warranties of the Company prepayment described in Section 3 2(v) of the Credit AgreementAgreement amendment referred to in clause (a) above), Section 5 the Company shall have a Leverage Ratio of no greater than 3.75 to 1.00 as of the Pledge and Security Agreement and Section 4 most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to paragraph 5A of the Servicing Security Note Agreement, of NCFC in Section 15 of the Guaranty, and of NCCC in Section 15 of the NCCC Guaranty shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Credit Agreement. (b) Before and after giving effect to this Amendment, no Event of Default and no Unmatured Event of Default shall have occurred and be continuing. (c) No material adverse change in the business, assets, financial condition or prospects of the Company or NCFC shall have occurred since May 26, 1999.; (d) The Agent shall have received the followingAn officer’s certificate, each duly executed or certified, as the case may be, and dated as of the date Fourth Amendment Effective Date, signed by the Secretary and a Responsible Officer of delivery thereof: each Credit Party (itogether with certifications as to incumbency and signatures of such officers) copy with appropriate insertions and deletions, certifying that: (A) attached thereto are copies of resolutions adopted by of the Board board of Directors directors (or equivalent thereof) of the Company, certified by its respective Secretary or Assistant Secretary, authorizing or ratifying approving the execution, delivery and performance of this AmendmentAmendment and the other documents to be executed in connection herewith; (B) there have been no changes in the articles of incorporation of the Company from those delivered in connection with the closing of the Credit Agreement; (C) no consents, approvals, authorizations, registrations, filings or orders are required to be made or obtained under any Requirement of Law or Material Contract of any Credit Party in connection with the execution, delivery, performance, validity and enforceability of this Amendment and the Permitted Senior Unsecured Note Documents or any of the transactions contemplated hereby or thereby, except those which have been made or obtained and are in full force and effect (with all applicable waiting periods, if any, having expired); and (D) no Default or Event of Default exists immediately before giving effect to amendments provided for herein and no Default or Event of Default will result immediately after giving effect to amendments provided for herein; (iie) a certified copy A written opinion of any amendment or restatement Xxxx Xxxxx & Xxxx PLC, counsel to the Company and the other Credit Parties, addressed to the holders of the Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished Notes and covering such matters relating to the Lenders; Credit Parties, this Amendment, the replacement Notes, the Permitted Senior Unsecured Note Documents executed in connection herewith (iii) certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) which may include a reliance letter with respect to this Amendment; (iv) a Reaffirmation the opinions delivered in connection with the offering of NCFC Guaranty duly executed by NCFC; (v) a Reaffirmation the Permitted Senior Unsecured Notes), and the transactions contemplated herein and therein as the holders of NCCC Guaranty duly executed by NCCCthe Notes shall reasonably request, all in form and substance satisfactory to the holders of the Notes and their counsel; and (vif) such Such other documents, instruments, agreements, certifications and opinions and approvals as the Agent any Noteholder may reasonably request. (e) The Agent shall have received the amendment fee required by Section 8.16 of the Credit Agreement.

Conditions to Effectiveness of this Amendment. This Amendment shall --------------------------------------------- become be effective only if and when (a) this Amendment has been signed by, and when counterparts hereof shall have been delivered to the Agent (by hand delivery, mail or telecopy) by, the Parent Guarantor, the Company and all Lenders, and counterparts of the Consent have been delivered to the Agent by the Parent Guarantor and each Subsidiary Guarantor; (b) each of AJI, KJC, KFC, KAAC and KBC shall have executed and delivered to the Agent an acknowledgement confirming its obligations under this Amendment and the agreements set forth herein; (c) this Amendment shall have been approved by the Bankruptcy Court in the Chapter 11 Cases pursuant to the Final Order, all in form and substance satisfactory to the Agent and its counsel and on notice satisfactory to them, in each case in their sole discretion, and the Agent shall have received at least thirteen (13) counterparts a copy of this Amendment, duly executed the Final Order entered by the Bankruptcy Court, which order shall have become final; (d) the Company and has paid to the Required Agent, for the ratable benefit of the Lenders, provided an amendment fee equal to 0.00875 times the following conditions are satisfied: Revolving Commitment Amount (a) Before and after giving effect to this Amendment, the representations and warranties of ); (e) the Company in Section 3 of has paid to the Credit Agreement, Section 5 of Agent and the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, of NCFC in Section 15 of the Guaranty, and of NCCC in Section 15 of the NCCC Guaranty shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Credit Agreement. (b) Before and after giving effect to this Amendment, no Event of Default and no Unmatured Event of Default shall have occurred and be continuing. (c) No material adverse change in the business, assets, financial condition or prospects of the Company or NCFC shall have occurred since May 26, 1999. (d) The Agent shall have received the following, each duly executed or certifiedLenders, as applicable, all fees and expenses due to the case may be, Agent and dated as of the date of delivery thereof: Lenders under the Loan Documents; and (if) copy of resolutions of the Board of Directors each of the Company, certified by its respective Secretary AJI, KJC, KFC, KAAC and KBC shall have executed and delivered to the Agent agreements (including control agreements), in form and substance satisfactory to the Agent, (i) granting to the Agent Liens on the ALPART Collateral, the QAL Collateral, the KBC Allocable Amount, the Cash Collateral Accounts and all funds, instruments, securities, financial assets, investment property and other property deposited therein, held therein, credited thereto or Assistant Secretary, authorizing or ratifying the execution, delivery acquired in connection therewith and performance of this Amendment; (ii) a certified copy of any amendment or restatement of perfecting the Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Lenders; (iii) certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment; (iv) a Reaffirmation of NCFC Guaranty duly executed by NCFC; (v) a Reaffirmation of NCCC Guaranty duly executed by NCCC; and (vi) such other documents, instruments, opinions and approvals as the Agent may reasonably requestsame. (e) The Agent shall have received the amendment fee required by Section 8.16 of the Credit Agreement.

Conditions to Effectiveness of this Amendment. This Amendment shall --------------------------------------------- become effective when The extension of the Agent shall have received at least thirteen (13Forbearance Period set forth in sub-paragraph 4(a) counterparts of this Amendment, duly executed Forbearance Amendment is further conditioned upon the execution by the Company all parties of this Amendment and the Required Lenders, provided the following conditions are satisfied: (a) Before and after giving effect to this Amendment, the representations and warranties Bank’s receipt of the Company in Section 3 of the Credit Agreementdocuments, Section 5 of the Pledge instruments and Security Agreement and Section 4 of the Servicing Security Agreementagreements listed below, of NCFC in Section 15 of the Guarantyfully executed by all parties thereto, and of NCCC in Section 15 of form and substance satisfactory to the NCCC Guaranty shall be true and correct as though made on the date hereofBank, except for changes that are permitted by the terms of the Credit Agreement. (b) Before the Bank’s receipt of the amounts specified below, in cash in immediately available funds, and after giving effect to this Amendment, no Event of Default and no Unmatured Event of Default shall have occurred and be continuing. (c) No material adverse change in the business, assets, financial condition or prospects satisfaction of the Company or NCFC shall have occurred since May 26, 1999. (d) The Agent shall have received the following, each duly executed or certified, as the case may be, and dated as of the date of delivery thereofother requirements set forth below: (i) copy Upon the execution of resolutions of this Amendment, such enabling resolutions, officer certificates and other documents, agreements and instruments which Bank determines are reasonably necessary to memorialize or carry out the Board of Directors of the Company, certified by its respective Secretary or Assistant Secretary, authorizing or ratifying the execution, delivery intents and performance purposes of this Amendment; (ii) Payment by Borrowers of a certified copy forbearance extension fee in the amount of any amendment One Hundred Twenty Five Thousand Dollars ($125,000.00), which shall be deemed fully earned, non-refundable and not subject to rebate or restatement proration upon the execution of this Amendment. Provided also, however the Articles following terms shall govern the payment of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished this forbearance extension fee: (1) as an accommodation to the LendersBorrowers, the forbearance extension fee shall be paid in two (2) installments; (iii2) certified copies the first installment in the sum of all documents evidencing any necessary corporate actionFifty Thousand Dollars ($50,000.00) shall be due and payable, consent or governmental or regulatory approval (if any) with respect to in full, upon the execution of this Amendment; (3) the second installment of Seventy Five Thousand Dollars shall be due and payable, in full, on November 30, 2011 or such earlier date upon which the Forbearance Agreement is terminated for any reason; and (4) in the event that the Bank receives payment in full, in immediately available funds, of the entire outstanding principal balance of the Loan, together with all accrued and unpaid interest, fees and charges, before the close of business on November 30, 2011, and provided that there has been no early termination of the Forbearance Period for any reason other than payment in full, then the requirement to pay the second installment of the forbearance extension fee shall be waived. (iii) Within one (1) business days of presentation of an invoice, payment by Borrowers of the out-of-pocket costs and expenses incurred by the Bank from the date of the First Amendment through the date of this Second Amendment. (iv) a Reaffirmation No material adverse change shall have occurred in the condition, financial or otherwise, operations, properties, assets or prospects of NCFC Guaranty duly executed by NCFC;Borrowers since the date of the Forbearance Agreement which has not been disclosed to the Bank prior to the date of this Amendment, and Borrowers hereby represent and warrant to Bank that, as of the date of this Amendment, all such occurrences have been disclosed. (v) a Reaffirmation There shall exist no material threatened or pending litigation or material contingent obligations with respect to Borrowers, and Borrowers hereby represent and warrant to Bank that, as of NCCC Guaranty duly executed by NCCC; andthe date of this Amendment, there is no pending litigation and/or outstanding judgments against any of the Borrowers. (vi) such other documentsBorrowers shall continue to be obligated to make all payments under the Loan Documents as and when due, instruments, opinions including the timely payment of interest with respect to the Obligations and approvals as the Agent may reasonably request. (e) The Agent shall have received the amendment fee required by Section 8.16 comply with all of the Credit other terms and conditions set forth in the Loan Documents, as modified by the Forbearance Agreement.

Conditions to Effectiveness of this Amendment. This Amendment shall --------------------------------------------- become effective when on the Agent shall have received at least thirteen date (13such date, if any, the “Amendment No. 1 Effective Date”) counterparts of this Amendment, duly executed by the Company and the Required Lenders, provided that the following conditions are have been satisfied: (a) Before and after giving effect to this AmendmentThe Administrative Agent shall have received executed signature pages hereto from each Loan Party, CI Cerveza, the Administrative Agent each Amendment No. 1 Consenting Lender and each Additional European Term B-1 Lender; (b) The Administrative Agent shall have received all fees required to be paid, including all expenses required to be paid or reimbursed under the Third Amended and Restated Credit Agreement for which invoices have been presented a reasonable period of time prior to the Amendment No. 1 Effective Date, on or before the Amendment No. 1 Effective Date; (c) The representations and warranties of the Company Borrowers set forth in Section 3 Article III of the Third Amended and Restated Credit Agreement, Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, of NCFC in Section 15 of the Guaranty, and of NCCC in Section 15 of the NCCC Guaranty (as set forth as Annex A hereto) shall be true and correct as though made on in all material respects (except to the date hereofextent that any representation and warranty that is qualified by materiality shall be true and correct in all respects), except for changes that are permitted by the terms where any representation and warranty is expressly made as of the Credit Agreement. (b) Before a specific earlier date, such representation and after giving effect to this Amendment, no Event warranty shall be true in all material respects as of Default and no Unmatured Event of Default shall have occurred and be continuing. (c) No material adverse change in the business, assets, financial condition or prospects of the Company or NCFC shall have occurred since May 26, 1999.any such earlier date; (d) The Administrative Agent shall have received Notes executed by the European Borrower in favor of each European Term B-1 Lender requesting a Note at least five Business Days prior to the Amendment No. 1 Effective Date; (e) The Administrative Agent shall have received a certificate in a form reasonably satisfactory to the Administrative Agent signed by a Responsible Officer of the Company certifying that the conditions specified in Sections 4.02(a) and (b) of the Third Amended and Restated Credit Agreement (as set forth as Annex A hereto) have been satisfied; (f) The Administrative Agent shall have received the following, each duly executed or certified, as the case may be, and dated as legal opinions of the date of delivery thereof: (i) copy of resolutions of Xxxxx Xxxxxxx LLP, U.S. counsel to the Board of Directors of the Company, certified by its respective Secretary or Assistant Secretary, authorizing or ratifying the execution, delivery Borrowers and performance of this Amendment; (ii) a certified copy of any amendment or restatement of the Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished Xxxxxxxx Xxxxxx XXX, Xxxxxxxxxx counsel to the Lenders; (iii) certified copies of all documents evidencing any necessary corporate actionEuropean Borrower, consent or governmental or regulatory approval (if any) with respect each in form reasonably satisfactory to this Amendment; (iv) a Reaffirmation of NCFC Guaranty duly executed by NCFC; (v) a Reaffirmation of NCCC Guaranty duly executed by NCCCthe Administrative Agent; and (vi) such other documents, instruments, opinions and approvals as the Agent may reasonably request. (eg) The Administrative Agent shall have received such customary closing documents and certificates as the amendment fee required by Section 8.16 of Administrative Agent or its counsel may reasonably request in form and substance reasonably satisfactory to the Credit AgreementAdministrative Agent and its counsel.