Common use of Equalization of Loans and Commitments Clause in Contracts

Equalization of Loans and Commitments. Upon the satisfaction of the conditions precedent set forth in Section 7.2 hereof, all loans and letters of credit outstanding under the Original Credit Agreement shall remain outstanding as the initial Borrowing of Loans and Letters of Credit under this Agreement and, in connection therewith, the Borrower shall be deemed to have prepaid all outstanding Eurodollar Loans on the Closing Date. On the Closing Date, the Lenders each agree to make such purchases and sales of interests in the outstanding Loans and interests in outstanding Letters of Credit between themselves so that each Lender is then holding its relevant Revolver Percentage of outstanding Loans and L/C Obligations. Such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith. [SIGNATURE PAGES TO FOLLOW] This Fourth Amended and Restated Credit Agreement (including the paragraph set forth above the Lenders’ signatures hereto) is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. “BORROWER” PENFORD CORPORATION By Name Title “GUARANTORS” PENFORD PRODUCTS CO. By Name Title PENFORD CAROLINA, LLC By: Penford Products Co., Sole Member of Penford Carolina, LLC By: Name: Title: CAROLINA STARCHES, LLC By: Its Sole Member, Penford Carolina, LLC By: Name: Title: Penford Corporation Signature Page to Fourth Amended and Restated Credit Agreement “LENDERS” BANK OF MONTREAL, in its individual capacity as a Lender, as L/C Issuer, and as Administrative Agent (as successor to Xxxxxx, X.X.) By Name: Title: Address: 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Food and Consumer Group Telecopy: Telephone: Penford Corporation Signature Page to Fourth Amended and Restated Credit Agreement COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND,” NEW YORK BRANCH By Name Title By Name Title Address: 000 Xxxxx Xxxxxx Xxxxx Suite 2100 Chicago, IL 60606 Attention: Telecopy: Telephone: Penford Corporation JPMORGAN CHASE BANK, N.A. By Name Title Address: Attention: Telecopy: ( ) Telephone: ( ) Penford Corporation Signature Page to Fourth Amended and Restated Credit Agreement KEYBANK NATIONAL ASSOCIATION By Name Title Address: Attention: Telecopy: ( ) Telephone: ( ) Penford Corporation Signature Page to Fourth Amended and Restated Credit Agreement FIRST MIDWEST BANK By Name Title Address: 000 Xxxx Xxxxxx Xxxx Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Telecopy: Telephone: Penford Corporation PRIVATE BANK AND TRUST COMPANY By Name Title Address: 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Telecopy: Telephone: Penford Corporation GREENSTONE FARM CREDIT SERVICES, ACA/FLCA By Name Title Address: Attention: Telecopy: ( ) Telephone: ( ) Penford Corporation Signature Page to Fourth Amended and Restated Credit Agreement BANK OF AMERICA, N.A. By Name Title Address:

Equalization of Loans and Commitments. Upon From and after the satisfaction Effective Date, (a)(i) the commitments of those Lenders under the Existing Credit Agreement that are continuing as Lenders under this Agreement (the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” under the Existing Credit Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Revolving Credit Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Effective Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the conditions precedent set forth Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 7.2 hereof3.6 hereof of the Existing Credit Agreement in connection with such payment, and all loans and letters of credit outstanding fees accrued under the Original Existing Credit Agreement through the Effective Date) on the Effective Date; (c) all outstanding “Revolving Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Borrowing of Revolving Loans and Letters of Credit hereunder; and (d) all interest accrued on Revolving Loans under this the Existing Credit Agreement and, in connection therewith, to the Borrower Effective Date shall be deemed to have prepaid all outstanding Eurodollar Loans paid on the Closing Datelast day of its Interest Period in accordance with Section 1.3. On the Closing Date, the The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the outstanding Revolving Loans and interests in L/C Obligations outstanding Letters of Credit on the Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Loans and L/C Obligations. Such thereof based on their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith). The Borrowers hereby agree to compensate each Continuing Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Fixed Rate Loans under the Existing Credit Agreement and such reallocation described above, in each case on the terms and in the manner set forth in Section 3.6. [SIGNATURE PAGES TO FOLLOW] This Fourth Amended and Restated Multicurrency Credit Agreement (including the paragraph set forth above the Lenders’ signatures hereto) is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. “BORROWER” PENFORD CORPORATION By Name Title “GUARANTORS” PENFORD PRODUCTS BORROWERS XXXXXX X. XXXXXXXXX & CO. By Name Title PENFORD CAROLINABy: /s/ XXXX X. XXXXXXX Name: Xxxx X. Xxxxxxx Title: Vice President and Treasurer XXXXXX X. XXXXXXXXX & CO. (ILLINOIS) XXXXXX X. XXXXXXXXX BROKERAGE & RISK MANAGEMENT SERVICES, LLC RISK PLACEMENT SERVICES, INC. XXXXXXXXX XXXXXXX SERVICES, INC. GALLAGHER BENEFIT SERVICES, INC. XXXXXX X. XXXXXXXXX RISK MANAGEMENT SERVICES, INC. XXXXXX X. XXXXXXXXX SERVICE COMPANY, LLC XXXXXX X. XXXXXXXXX (U.S.) LLC By: Penford Products Co., Sole Member of Penford Carolina, LLC By: /s/ XXXX X. XXXXXXX Name: Xxxx X. Xxxxxxx Title: CAROLINA STARCHES, LLC By: Its Sole Member, Penford Carolina, LLC By: Name: Title: Penford Corporation Treasurer of each of the foregoing entities Signature Page to Fourth Xxxxxx X. Xxxxxxxxx & Co. Amended and Restated Multicurrency Credit Agreement “LENDERS” BANK OF MONTREAL, in its individual capacity individually as a Lender, as L/C Issuer, Swing Line Lender and as Administrative Agent (as successor to Xxxxxx, X.X.) By By: /s/ XXXX XXXXX Name: Xxxx Xxxxx Title: Address: 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Food and Consumer Group Telecopy: Telephone: Penford Corporation Managing Director Signature Page to Fourth Xxxxxx X. Xxxxxxxxx & Co. Amended and Restated Credit Agreement COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND,” NEW YORK BRANCH By Name Title By Name Title Address: 000 Xxxxx Xxxxxx Xxxxx Suite 2100 Chicago, IL 60606 Attention: Telecopy: Telephone: Penford Corporation JPMORGAN CHASE BANK, N.A. By Name Title Address: Attention: Telecopy: ( ) Telephone: ( ) Penford Corporation Signature Page to Fourth Amended and Restated Credit Agreement KEYBANK NATIONAL ASSOCIATION By Name Title Address: Attention: Telecopy: ( ) Telephone: ( ) Penford Corporation Signature Page to Fourth Amended and Restated Credit Agreement FIRST MIDWEST BANK By Name Title Address: 000 Xxxx Xxxxxx Xxxx Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Telecopy: Telephone: Penford Corporation PRIVATE BANK AND TRUST COMPANY By Name Title Address: 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Telecopy: Telephone: Penford Corporation GREENSTONE FARM CREDIT SERVICES, ACA/FLCA By Name Title Address: Attention: Telecopy: ( ) Telephone: ( ) Penford Corporation Signature Page to Fourth Amended and Restated Multicurrency Credit Agreement BANK OF AMERICA, N.A. By: /s/ XXXXX XXXXX Name: Xxxxx Xxxxx Title: Assistant Vice President Signature Page to Xxxxxx X. Xxxxxxxxx & Co. Amended and Restated Multicurrency Credit Agreement BARCLAYS BANK PLC By: /s/ XXXXXX XXXXXX Name: Xxxxxx Xxxxxx Title: Vice President Signature Page to Xxxxxx X. Xxxxxxxxx & Co. Amended and Restated Multicurrency Credit Agreement CITIBANK, N.A. By: /s/ XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Vice President and Managing Director Signature Page to Xxxxxx X. Xxxxxxxxx & Co. Amended and Restated Multicurrency Credit Agreement JPMORGAN CHASE BANK, N.A. By: /s/ XXXXXXXX X. XXXXXX Name: Xxxxxxxx X. Xxxxxx Title: Vice President Signature Page to Xxxxxx X. Xxxxxxxxx & Co. Amended and Restated Multicurrency Credit Agreement CITIZENS BANK, NATIONAL ASSOCIATION By: /s/ XXXXXX XXXXXXXXX Name: Xxxxxx Xxxxxxxxx Title: Senior Vice President Signature Page to Xxxxxx X. Xxxxxxxxx & Co. Amended and Restated Multicurrency Credit Agreement U.S. BANK NATIONAL ASSOCIATION By: /s/ XXXXXX X. XXXXXXXXX Name: Xxxxxx X. Xxxxxxxxx Title: Vice President Signature Page to Xxxxxx X. Xxxxxxxxx & Co. Amended and Restated Multicurrency Credit Agreement CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ XXXXX X. XXXXXX III Name: Xxxxx X. Xxxxxx III Title: Senior Vice President Signature Page to Xxxxxx X. Xxxxxxxxx & Co. Amended and Restated Multicurrency Credit Agreement LLOYDS BANK PLC By: /s/ XXXXX XXXXX Name: Xxxxx Xxxxx Title: Senior Vice President By: /s/ XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Assistant Vice President Signature Page to Xxxxxx X. Xxxxxxxxx & Co. Amended and Restated Multicurrency Credit Agreement PNC BANK, NATIONAL ASSOCIATION By: /s/ XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Vice President Signature Page to Xxxxxx X. Xxxxxxxxx & Co. Amended and Restated Multicurrency Credit Agreement LAKE FOREST BANK & TRUST COMPANY By: /s/ XXXX XXXXXX Name: Xxxx Xxxxxx Title: Senior Vice President Signature Page to Xxxxxx X. Xxxxxxxxx & Co. Amended and Restated Multicurrency Credit Agreement FIRST BANK OF HIGHLAND PARK By: /s/ XXXX X. XXXXXXXX Name: Xxxx X. XxXxxxxx Title: Senior Vice President Signature Page to Xxxxxx X. Xxxxxxxxx & Co. Amended and Restated Multicurrency Credit Agreement FIRST MIDWEST BANK By: /s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Senior Vice President Signature Page to Xxxxxx X. Xxxxxxxxx & Co. Amended and Restated Multicurrency Credit Agreement THE PRIVATE BANK AND TRUST COMPANY By: /s/ AUSTIN G. LOVE Name: Austin G. Love Title: Associate Managing Director Signature Page to Xxxxxx X. Xxxxxxxxx & Co. Amended and Restated Multicurrency Credit Agreement COMERICA BANK By: /s/ XXXXXXX X’XXXXXX Name: Xxxxxxx X’Xxxxxx Title: Vice President Signature Page to Xxxxxx X. Xxxxxxxxx & Co. Amended and Restated Multicurrency Credit Agreement EXHIBIT A NOTICE OF PAYMENT REQUEST [Name of Lender] [Date ] [Address] Attention: Reference is made to the Amended and Restated Multicurrency Credit Agreement, dated as of April 8, 2016, among Xxxxxx X. Xxxxxxxxx & Co. and the other Borrowers party thereto, the Lenders named therein, and Bank of Montreal, as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement. [The Borrowers have failed to pay their Reimbursement Obligation in the amount of $ . Your Lender’s Percentage of the unpaid Reimbursement Obligation is $ ] or [The L/C Issuer has been required to return a payment by the Borrowers of a Reimbursement Obligation in the amount of $ . Your Lender’s Percentage of the returned Reimbursement Obligations is $ .] Sincerely, , as L/C Issuer By Name Title AddressEXHIBIT B NOTICE OF BORROWING Date: , To: Bank of Montreal, as Administrative Agent for the Lenders parties to the Amended and Restated Multicurrency Credit Agreement, dated as of April 8, 2016 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Xxxxxx X. Xxxxxxxxx & Co., (the “Company”) and the other Borrowers (collectively with the Company, the “Borrowers”) party thereto, the Lenders party thereto and the Administrative Agent Ladies and Gentlemen: The undersigned, Xxxxxx X. Xxxxxxxxx & Co., refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 1.5 of the Credit Agreement, of the Borrowing specified below:

Equalization of Loans and Commitments. Upon the satisfaction of the conditions precedent set forth in Section 7.2 hereofClosing Date, all loans and letters of credit outstanding under the Original Prior Credit Agreement shall remain outstanding as the initial Borrowing of Revolving Loans and Letters of Credit under this Agreement and, in connection therewith, the Borrower shall be deemed to have prepaid all outstanding Eurodollar Loans on the Closing Date; provided, that each Lender who is currently a party to the Prior Credit Agreement hereby agrees to forego and waive any compensation due such Lender under Section 2.10 of the Prior Credit Agreement as a result thereof. On the Closing Date, the Lenders each agree to make such purchases and sales of interests in the outstanding Revolving Loans and interests in outstanding Letters of Credit between themselves so that each Lender is then holding its relevant Revolver Percentage of outstanding Loans and L/C ObligationsRevolving Loans. Such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith. [SIGNATURE PAGES TO FOLLOW] This Fourth Third Amended and Restated Credit Agreement (including the paragraph set forth above the Lenders’ signatures hereto) is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. “BORROWERBorrower” PENFORD CORPORATION LTC Properties, Inc. By Name Title “GUARANTORS” PENFORD PRODUCTS CO. By Name Title PENFORD CAROLINA, LLC By: Penford Products Co., Sole Member of Penford Carolina, LLC By: /s/ Xxxxxx Xxxxxxx-Xxxxxxx Name: Xxxxxx Xxxxxxx-Xxxxxxx Title: CAROLINA STARCHESCo-President, LLC By: Its Sole MemberChief Financial Officer and Corporate Secretary “Administrative Agent and L/C Issuer” Bank of Montreal, Penford Carolinaas Administrative Agent and as L/C Issuer By /s/ Xxxxx Xxxxx Name Xxxxx Xxxxx Title Managing Director “Lenders” Bank of Montreal, LLC By: Name: Title: Penford Corporation as a Lender By /s/ Xxxxx Xxxxx Name Xxxxx Xxxxx Title Managing Director Citizens Bank, N.A., as a Lender By /s/ Xxxxxx Xxxxxxx Name Xxxxxx Xxxxxxx Title Officer [Signature Page to Fourth Third Amended and Restated Credit Agreement “LENDERS” BANK OF MONTREAL(LTC Properties, in its individual capacity Inc.)] KeyBank National Association, as a Lender, as L/C Issuer, and as Administrative Agent (as successor to Xxxxxx, X.X.) Lender By Name: Title: Address: 000 Xxxx /s/ Xxxxx Xxxxxx Name /s/ Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Food and Consumer Group Telecopy: Telephone: Penford Corporation Title Senior Vice President [Signature Page to Fourth Third Amended and Restated Credit Agreement COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.(LTC Properties, “RABOBANK NEDERLAND,” NEW YORK BRANCH Inc.)] MUFG Union Bank, N.A., as a Lender By /s/ Xxxx Xxxxxxxx Name Xxxx Xxxxxxxx Title By Name Title Address: 000 Xxxxx Xxxxxx Xxxxx Suite 2100 Chicago, IL 60606 Attention: Telecopy: Telephone: Penford Corporation JPMORGAN CHASE BANK, N.A. By Name Title Address: Attention: Telecopy: ( ) Telephone: ( ) Penford Corporation Director [Signature Page to Fourth Third Amended and Restated Credit Agreement KEYBANK NATIONAL ASSOCIATION (LTC Properties, Inc.)] The Huntington National Bank, as a Lender By /s/ Xxxxxxx X. Xxxxxxx Name Xxxxxxx X. Xxxxxxx Title Address: Attention: Telecopy: ( ) Telephone: ( ) Penford Corporation Managing Director [Signature Page to Fourth Third Amended and Restated Credit Agreement FIRST MIDWEST BANK (LTC Properties, Inc.)] Xxxxx Fargo Bank, National Association, as a Lender By /s/ Xxxxx Xxxxxx Name Xxxxx Xxxxxx Title Address: 000 Xxxx Xxxxxx Xxxx Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Telecopy: Telephone: Penford Corporation PRIVATE BANK AND TRUST COMPANY By Name Title Address: 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Telecopy: Telephone: Penford Corporation GREENSTONE FARM CREDIT SERVICES, ACA/FLCA By Name Title Address: Attention: Telecopy: ( ) Telephone: ( ) Penford Corporation Signature Page to Fourth Amended and Restated Credit Agreement BANK OF AMERICA, N.A. By Name Title Address:Managing Director

Equalization of Loans and Commitments. Upon the satisfaction of the conditions precedent set forth in Section 7.2 hereof, all loans and letters of credit outstanding under the Original Prior Credit Agreement shall remain outstanding as the initial Borrowing of Revolving Loans and Letters of Credit under this Agreement and, in connection therewith, the Borrower shall be deemed to have prepaid all outstanding Eurodollar Loans on the Closing DateDate and shall pay to each Lender who is currently a party to the Prior Credit Agreement any compensation due such Lender under Section 2.10 of the Prior Credit Agreement as a result thereof (to the extent invoiced prior to the Closing Date and if not waived by any Lender under the Prior Credit Agreement). On the Closing Date, the Lenders each agree to make such purchases and sales of interests in the outstanding Revolving Loans and interests in outstanding Letters of Credit between themselves so that each Lender is then holding its relevant Revolver Percentage of outstanding Loans and L/C ObligationsRevolving Loans. Such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith. [SIGNATURE PAGES TO FOLLOW] This Fourth Amended and Restated Credit Agreement (including the paragraph set forth above the Lenders’ signatures hereto) is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. “BORROWER” PENFORD CORPORATION By Name Title “GUARANTORS” PENFORD PRODUCTS COLTC PROPERTIES, INC. By Name Title PENFORD CAROLINA, LLC By: Penford Products Co., Sole Member of Penford Carolina, LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: CAROLINA STARCHES, LLC By: Its Sole Member, Penford Carolina, LLC By: Chief Executive Officer and President By /s/ Xxxxxx Xxxxxxx-Xxxxxxx Name: Xxxxxx X. Xxxxxxx-Xxxxxxx Title: Penford Corporation Signature Page to Fourth Amended Executive Vice President, Chief Financial Officer and Restated Credit Agreement Secretary “ADMINISTRATIVE AGENT AND L/C ISSUER” BANK OF MONTREAL, as L/C Issuer and as Administrative Agent By /s/ Xxxxx Xxxxx Name Xxxxx Xxxxx Title Vice President “LENDERS” BANK OF MONTREAL, in its individual capacity as a LenderLender By /s/ Xxxxx Xxxxx Name Xxxxx Xxxxx Title Vice President KEYBANK NATIONAL ASSOCIATION, as L/C Issuer, and as Administrative Agent (as successor to Xxxxxx, X.X.) a Lender By Name: Title: Address: 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Food and Consumer Group Telecopy: Telephone: Penford Corporation Signature Page to Fourth Amended and Restated Credit Agreement COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND,” NEW YORK BRANCH By Name Title By Name Title Address: 000 /s/ Xxxxx Xxxxxx Name Xxxxx Suite 2100 Chicago, IL 60606 Attention: Telecopy: Telephone: Penford Corporation JPMORGAN CHASE Xxxxxx Title Vice President XXXXX FARGO BANK, N.A. NATIONAL ASSOCIATION, as a Lender By /s/ Xxxxxxxxxxx X. Xxxxxxx Name Xxxxxxxxxxx X. Xxxxxxx Title Address: Attention: Telecopy: ( ) Telephone: ( ) Penford Corporation Signature Page to Fourth Amended and Restated Credit Agreement KEYBANK NATIONAL ASSOCIATION By Name Title Address: Attention: Telecopy: ( ) Telephone: ( ) Penford Corporation Signature Page to Fourth Amended and Restated Credit Agreement FIRST MIDWEST BANK By Name Title Address: 000 Xxxx Xxxxxx Xxxx Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Telecopy: Telephone: Penford Corporation PRIVATE BANK AND TRUST COMPANY By Name Title Address: 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Telecopy: Telephone: Penford Corporation GREENSTONE FARM CREDIT SERVICES, ACA/FLCA By Name Title Address: Attention: Telecopy: ( ) Telephone: ( ) Penford Corporation Signature Page to Fourth Amended and Restated Credit Agreement Assistant Vice President ROYAL BANK OF AMERICACANADA, N.A. as a Lender By /s/ Xxx Le Page Name Xxx Le Page Title Address:Authorized Signatory CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender By /s/ Xxxxxx Xxxxxxxx Name Xxxxxx Xxxxxxxx Title Managing Director By /s/ Xxx Xxxxx Name Xxx Xxxxx Title Managing Director MUFG UNION BANK, N.A., as a Lender By /s/ Xxxxxx Si Name Y. Xxxxxx Si Title Vice President

Equalization of Loans and Commitments. Upon the satisfaction of the conditions precedent set forth in Section 7.2 7.1 hereof, on the Effective Date, all loans and letters of credit outstanding under the Original Credit Agreement shall remain outstanding as the initial Borrowing of Loans and Letters of Credit under this Agreement Agreement, and, in connection therewith, the Borrower shall be deemed to have prepaid all outstanding Eurodollar Loans on the Closing Effective Date. On the Closing Effective Date, the Lenders each agree to make such purchases and sales of interests in the outstanding Loans and interests in outstanding Letters of Credit between themselves so that each Lender is then holding its relevant Revolver Percentage pro rata share of outstanding Loans and L/C Obligationsbased on their Commitments as in effect after giving effect hereto. Such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith. [SIGNATURE PAGES TO FOLLOW] This Fourth ‑66‑ Upon execution hereof by all the parties, this Amended and Restated Revolving Credit Agreement (including the paragraph set forth above the Lenders’ signatures hereto) is entered into between us for the uses and purposes hereinabove set forth dated as of the date and year first above written and shall be a contract among the parties for the purposes hereinabove set forth. WORLD ACCEPTANCE CORPORATION By Accepted and agreed to as of the day and year last above written. “BORROWER” PENFORD CORPORATION By Name Title “GUARANTORS” PENFORD PRODUCTS CO. By Name Title PENFORD CAROLINAXXXXX FARGO BANK, LLC By: Penford Products Co.NATIONAL ASSOCIATION, Sole Member of Penford Carolina, LLC By: Name: Title: CAROLINA STARCHES, LLC By: Its Sole Member, Penford Carolina, LLC By: Name: Title: Penford Corporation Signature Page to Fourth Amended and Restated Credit Agreement “LENDERS” BANK OF MONTREAL, in its individual capacity individually as a Lender, as L/C Issuer, Lender and as Administrative Agent (as successor to Xxxxxx, X.X.) By Nameand Collateral Agent By: Title: Address: 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Food and Consumer Group Telecopy: Telephone: Penford Corporation Signature Page to Fourth Amended and Restated Credit Agreement COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND,” NEW YORK BRANCH By Name Title By Name Title Address: 000 Xxxxx Xxxxxx Xxxxx Suite 2100 Chicago, IL 60606 Attention: Telecopy: Telephone: Penford Corporation JPMORGAN CHASE BANK, N.A. By Name Title Address: Attention: Telecopy: ( ) Telephone: ( ) Penford Corporation Signature Page to Fourth Amended and Restated Credit Agreement KEYBANK NATIONAL ASSOCIATION By Name Title Address: Attention: Telecopy: ( ) Telephone: ( ) Penford Corporation Signature Page to Fourth Amended and Restated Credit Agreement FIRST MIDWEST BANK By Name Title Address: 000 Xxxx Xxxxxx Xxxx Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Telecopy: Telephone: Penford Corporation PRIVATE BANK AND TRUST COMPANY By Name Title Address: 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Telecopy: Telephone: Penford Corporation GREENSTONE FARM CREDIT SERVICES, ACA/FLCA By Name Title Address: Attention: Telecopy: ( ) Telephone: ( ) Penford Corporation Signature Page to Fourth Amended and Restated Credit Agreement BANK OF AMERICA, N.A. By Name Title Address[Signature Page to Amended and Restated Revolving Credit Agreement—World Acceptance Corporation] BANK OF MONTREAL By Name Title TEXAS CAPITAL BANK, NATIONAL ASSOCIATION By Name Title FIRST TENNESSEE BANK NATIONAL ASSOCIATION By Name Title [Signature Page to Amended and Restated Revolving Credit Agreement—World Acceptance Corporation] BANK UNITED, N.A. By Name Title [Signature Page to Amended and Restated Revolving Credit Agreement—World Acceptance Corporation] AXOS BANK By Name Title [Signature Page to Amended and Restated Revolving Credit Agreement—World Acceptance Corporation] PACIFIC WESTERN BANK By Name Title [Signature Page to Amended and Restated Revolving Credit Agreement—World Acceptance Corporation] SCHEDULE 1.1 Commitments 116549.01049/119709025v.7 SCHEDULE 1.2 Closing Fee ‑2‑ EXHIBIT A WORLD ACCEPTANCE CORPORATION BORROWING BASE CERTIFICATE [See attached] ‑3‑ EXHIBIT B WORLD ACCEPTANCE CORPORATION COMPLIANCE CERTIFICATE [See attached] EXHIBIT C ASSIGNMENT AND ACCEPTANCE Dated _____________, _______ Reference is made to the Amended and Restated Credit Agreement dated as of June 7, 2019 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”) among World Acceptance Corporation, the Lenders party thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning. ______________________________________________________ (the “Assignor”) and _________________________ (the “Assignee”) agree as follows: