Common use of Fixed Charge Coverage Ratio Clause in Contracts

Fixed Charge Coverage Ratio. The Borrower will not permit its Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested (a) upon the occurrence of a Trigger Event, as of the last day of the Test Period ending immediately prior to the date on which a Trigger Event shall have occurred and (b) as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term of the Initial Revolving Facility.

Fixed Charge Coverage Ratio. The (a) Upon the occurrence and during the continuance of a Compliance Event, the Borrower Agent will not permit its the Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower less than 1.00 to 1.00; provided that such . For the purposes of this Section 6.18, the Fixed Charge Coverage Ratio will only shall be tested (a) upon calculated on the date of the occurrence of a Trigger Eventany Compliance Event and, as of during the continuance thereof, in each case for the last day of the Test Period ending immediately prior for which financial statements have been or are required to the date on which a Trigger Event shall have occurred and be delivered pursuant to Section 5.01(b) or (c). (b) Notwithstanding anything to contrary in this Agreement (including Article 7), upon an Event of Default as a result of the last day of each Test Period Borrower Agent’s failure to comply with Section 6.18(a) above, Holdings shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 15 Business Days after the date that financial statements for such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Fiscal Quarter are required to be delivered pursuant to Section 7.12, 5.01(b) or (ic)) all calculations shall be on a Pro Forma Basis and (ii) any cash to issue equity contribution (which equity shall be common equity, Qualified Equity Interests Capital Stock or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent)) made for Cash or otherwise receive Cash contributions to its common equity, which shall in turn be contributed as Cash common equity to the BorrowerBorrower Agent (the “Cure Amount”), directly or indirectly, by one or more and thereupon the Borrower Agent’s compliance with Section 6.18(a) shall be recalculated giving effect to the following pro forma adjustment: Consolidated Adjusted EBITDA shall be increased (notwithstanding the absence of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included an addback in the calculation definition of “Consolidated EBITDA Adjusted EBITDA”), solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at 6.18(a) hereof, including determining compliance with Section 6.18(a) hereof as of the end of such fiscal quarter where the Specified Equity Contribution is made, Fiscal Quarter and applicable subsequent periods which includes that include such fiscal quarter Fiscal Quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.18(a) shall be satisfied, then the requirements of Section 6.18(a) shall be deemed satisfied as of the end of the relevant Fiscal Quarter with the same effect as though there had been no failure to comply therewith at such equity contribution so included in date, and the calculation applicable breach or default of Consolidated EBITDA, a “Specified Equity Contribution”); provided thatSection 6.18(a) that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (Ai) in each trailing four fiscal quarter period, consecutive Fiscal Quarter period of the Borrower Agent there shall be at least one fiscal quarter two Fiscal Quarters in respect of which no Specified Equity Contribution the Cure Right is madenot exercised, (Bii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the amount of any Specified Equity Contribution Cure Amount shall be no greater than the amount required to cause for purposes of complying with Section 6.18(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower Agent that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th Business Day following the date that financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be in compliance with delivered pursuant to Section 5.01(b) or (c), none of the covenant set forth in this Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and neither the Administrative Agent nor any other Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of such Event of Default having occurred and being continuing under Section 7.126.18(a), (Cv) during any fiscal quarter Test Period in which a Specified Equity Contribution has been made, other than as set forth above the Cure Amount is included in this paragraphthe calculation of Consolidated Adjusted EBITDA pursuant to any exercise of the Cure Right, such Specified Equity Contributions Cure Amount shall be counted solely as an increase to Consolidated Adjusted EBITDA (and not as a reduction to Indebtedness (directly through repayment or indirectly through netting)) and solely for the purpose of determining the Borrower Agent’s compliance with Section 6.18(a) and shall be disregarded for all any other purposespurpose, including for purposes of determining any financial ratio-based conditions, pricing or the availability of any baskets with respect to any other covenants contained in basket under Article 6 of this Agreement, Agreement and (Dvi) there no Lender or Issuing Lender shall be no Pro Forma Effect or other reduction in Indebtednessrequired to make any Loan hereunder, including Total Funded Debtif an Event of Default under the Financial Covenant has occurred and is continuing, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term of 15 Business Day period during which Holdings may exercise a Cure Right, unless and until the Initial Revolving FacilityCure Amount is actually received.

Fixed Charge Coverage Ratio. The Borrower will not permit its Fixed Charge Coverage Ratio for any Test Period following (a) During the period from the Closing Date to be lower than 1.00 to 1.00; provided that such the first anniversary thereof, the Borrowers will not permit the Fixed Charge Coverage Ratio will only be tested (a) upon the occurrence of a Trigger EventRatio, measured as of the last day of the Test Period ending immediately prior most recently ended Fiscal Quarter for which financial statements were required to have been delivered in accordance with Section 6.2, and for the period of four Fiscal Quarters then ending, to be less than 1.10 to 1.0; (i) If, on the first anniversary of the Closing Date, the Combined Availability shall be at least equal to 20% of the Maximum Revolver Amount, then clause (c) below shall apply at all times on and after such anniversary; and (ii) If, on the first anniversary of the Closing Date, the Combined Availability shall be less than 20% of the Maximum Revolver Amount, then (A) the Borrowers’ covenant to maintain a minimum Fixed Charge Coverage Ratio of no less than 1.10 to 1.0 as described in clause (a) above shall continue to apply on and after such anniversary until the first date (the “First Date”) on which the Combined Availability shall be at least equal to 20% of the Maximum Revolver Amount; provided that the minimum Fixed Charge Coverage Ratio for purposes of such covenant shall be increased to 1.15 to 1.0 after December 31, 2011, and (B) on and after the First Date, clause (c) below shall apply at all times; and (c) At any time on and after the applicable date described in clause (b)(i) or (b)(ii)(B) above, in the event that Combined Availability at any time is less than 10% of the Maximum Revolver Amount (any such event being a “Covenant Trigger”), then, as of the date of such Covenant Trigger (each such date, a “Covenant Trigger Date”) and thereafter until the date on which a Trigger Event the Combined Availability shall have occurred been at least equal to 10% of the Maximum Revolver Amount for 30 consecutive days (each such period commencing on a Covenant Trigger Date and (b) ending on such date, a “Covenant Trigger Period”), and during any Covenant Trigger Period thereafter, the Borrowers will not permit the Fixed Charge Coverage Ratio, measured as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose most recently ended Fiscal Quarter for which financial statements were required to have been delivered in accordance with Section 6.2, for the period of determining compliance with the covenant set forth in this Section 7.12four Fiscal Quarters then ending, (i) all calculations shall in the case of a Covenant Trigger Date during any period ending on or prior to December 31, 2011, to be on a Pro Forma Basis less than 1.10 to 1.0 and (ii) in the case of a Covenant Trigger Date during any cash equity contribution (which equity shall be common equityperiod ending after December 31, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity 2011, to be on terms reasonably acceptable less than 1.15 to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term of the Initial Revolving Facility1.0.

Fixed Charge Coverage Ratio. The Permit or suffer the Fixed Charge Coverage Ratio, determined for the Borrower will not permit and its Subsidiaries on a Consolidated basis as of the end of each fiscal quarter (for the twelve (12) month period then ending) of the Borrower, to be less than (i) 1.20 to 1.00 for the fiscal quarters ending March 31, 2008, June 30, 2008 and September 30, 2008 and (ii) 1.25 to 1.00 for the fiscal quarter ending December 31, 2008 and each fiscal quarter thereafter: provided that: (1) for purposes of calculating the Consolidated Fixed Charge Coverage Ratio for the four (4) consecutive fiscal quarter period ending on March 31, 2008, the aggregate amount of all principal payments required to be made by Borrower and its Subsidiaries during such period on that portion of Indebtedness owed to the Agent and the Lenders shall be deemed to be $4,000,000, and the amount of all obligations for interest paid or payable by Borrower and its Subsidiaries in cash during such period shall be deemed to be an amount equal to the actual amount of all obligations for interest paid or payable by Borrower and its Subsidiaries in cash during the three-month period ending March 31, 2008 multiplied by 4; (2) for purposes of calculating the Consolidated Fixed Charge Coverage Ratio for the four (4) consecutive fiscal quarter period ending on June 30, 2008, the aggregate amount of all principal payments required to be made by Borrower and its Subsidiaries during such period on that portion of Indebtedness owed to the Agent and the Lenders shall be deemed to be $4,000,000, and the amount of all obligations for interest paid or payable by Borrower and its Subsidiaries in cash during such period shall be deemed to be an amount equal to the actual amount of all obligations for interest paid or payable by Borrower and its Subsidiaries in cash during the 6-month period ending June 30, 2008 multiplied by 2; and (3) for purposes of calculating the Consolidated Fixed Charge Coverage Ratio for the four (4) consecutive fiscal quarter period ending on September 30, 2008, the aggregate amount of all principal payments required to be made by Borrower and its Subsidiaries during such period on that portion of Indebtedness owed to the Agent and Lenders shall be deemed to be $4,000,000, and the amount of all obligations for interest paid or payable by Borrower and its Subsidiaries in cash during such period shall be deemed to be an amount equal to the actual amount of all obligations for interest paid or payable by Borrower and its Subsidiaries in cash during the 9-month period ending September 30, 2008 multiplied by 12 and divided by 9; and provided further that for purposes of calculating the consolidated Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested four (a4) upon the occurrence of a Trigger Event, as of the last day of the Test Period ending immediately prior to the date on which a Trigger Event shall have occurred and (b) as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant consecutive fiscal quarter and during period containing the Specified Contribution Periodfiscal quarter ended June 30, will2007 or the fiscal quarter ended September 30, at 2007, the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, Borrower and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio its Subsidiaries for the fiscal quarter in which such Specified Equity Contribution is made; provided that to ended June 30, 2007 and the extent such proceeds are applied to prepay Total Funded Debtfiscal quarter ended September 30, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions 2007 shall be made during deemed to be as provided in the term of the Initial Revolving Facilityproviso under Section 7.02(a) above.

Fixed Charge Coverage Ratio. (i) The Borrower will shall not permit its the Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested (a) upon the occurrence of a Trigger Event, as of the last day of any fiscal quarter of the Test Period Borrower, beginning with the fiscal quarter ending immediately prior June 30, 2012, to be less than the date correlative ratio indicated below: On or before December 31, 2012 1.10 to 1.00 After December 31, 2012 but on which a Trigger Event shall have occurred and or before December 31, 2013 1.15 to 1.00 After December 31, 2013 1.20 to 1.00 (bii) If as of the last day end of each Test Period thereafter until a fiscal quarter, the Borrower has failed to maintain the Fixed Charge Coverage Ratio as required by this subsection, such Trigger failure shall not in and of itself result in a Default or Event is no longer continuing. For of Default so long as the purpose of determining compliance with the covenant set forth in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable Borrower pays to the Administrative Agent) made Agent no later than the date 30 days following the end of such fiscal quarter, for deposit into the Fixed Charge Reserve Account, an amount of money sufficient to cause the balance of available funds then on deposit in the Fixed Charge Reserve Account to equal or exceed the amount of interest payable with respect to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely Loans for the purposes period of determining compliance with the covenant set forth in this Section 7.12 at two consecutive fiscal quarters immediately following the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause as reasonably estimated by the Borrower and confirmed by the Administrative Agent. If, following the Borrower’s deposit of funds into the Fixed Charge Reserve Account pursuant to be this subsection, the Borrower shall deliver a Compliance Certificate as required by Section 8.3. establishing that the Borrower is in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio as required by this subsection for a subsequent fiscal quarter, then so long as no Event of Default exists, the fiscal quarter in which such Specified Equity Contribution is made; provided that Administrative Agent shall at the written request of the Borrower deliver to the extent Borrower within 10 Business Days after the Administrative Agent’s receipt of such proceeds are applied to prepay Total Funded Debtrequest, such reduction may be given effect against receipt but without any recourse, warranty or representation whatsoever, the amount of available funds then on deposit in determining compliance with the Fixed Charge Coverage Ratio Reserve Account. For purposes of determining the Borrower’s compliance with any provision of this Agreement, the amount of available funds then on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions deposit in the Fixed Charge Reserve Account shall be made during considered to be available to the term Borrower upon the Administrative Agent’s receipt of such request. (iii) The Borrower hereby grants to the Administrative Agent, for the benefit of the Initial Revolving FacilitySecured Parties, a security interest in all of its right, title and interest in and to the Fixed Charge Reserve Account and the balances from time to time in the Fixed Charge Reserve Account (including the investments and reinvestments therein provided for below) as security for the Obligations and Specified Derivatives Obligations. Amounts on deposit in the Fixed Charge Reserve Account shall be invested and reinvested by the Administrative Agent in such Cash Equivalents as the Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the Administrative Agent for the ratable benefit of the Secured Parties; provided, that all earnings on such investments will be credited to and retained in the Fixed Charge Reserve Account. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Fixed Charge Reserve Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords other funds deposited with the Administrative Agent, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Fixed Charge Reserve Account.

Fixed Charge Coverage Ratio. The Borrower VSE Entities will not permit its Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested (a) upon the occurrence of a Trigger Event, as of the last day of the Test Period ending immediately prior to the date on which a Trigger Event shall have occurred and (b) maintain as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12Fiscal Quarter, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDAconsolidated basis, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio of not less than 1.20 to 1.00. For purposes of the foregoing, “Fixed Charge Coverage Ratio” shall mean, as of any date of determination, the sum of (A) (i) the VSE Entities’ EBITDA for the four (4) fiscal quarter in which period most recently ended, plus (ii) operating lease payments (including rent) made during such Specified Equity Contribution is made; provided that to period, minus (iii) cash taxes paid during such period, minus (iv) cash dividends paid during such period, minus (v) share repurchases made during such period, minus (vi) maintenance capital expenditures made during such period, divided by (B) Fixed Charges for such period. For purposes hereof, “Fixed Charges” shall mean, for any period of determination thereof on a consolidated basis, the extent sum of (i) scheduled or required principal payments on all Indebtedness for borrowed money during such proceeds are applied to prepay Total Funded Debtperiod, plus (ii) all operating lease payments (including rent) during such reduction may be given effect in determining compliance with period, plus (iii) cash interest expense for such period, plus (iv) any cash payments of Permitted Earn-outs payable (other than the First Choice Earn-outs) during such period. The Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during measured on the last day of each Fiscal Quarter throughout the term of the Initial Revolving FacilityLoan. Except as otherwise expressly provided above, the financial covenants referenced above shall be calculated and tested quarterly on a rolling four (4) Fiscal Quarter basis, and shall include the results of any other Person acquired pursuant to a Permitted Acquisition and consolidated into the VSE Entities’ financial statements within the twelve (12) month period immediately preceding the applicable covenant calculation date (with such calculation being on a pro forma basis assuming debt service for the test period equal to the next year’s debt service, and including EBITDA on a pro forma basis). Unless otherwise defined, all financial terms used in this Section 6.15 shall have the meanings attributed to such terms in accordance with GAAP.

Fixed Charge Coverage Ratio. The Borrower VSE Entities will not permit its Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested (a) upon the occurrence of a Trigger Event, as of the last day of the Test Period ending immediately prior to the date on which a Trigger Event shall have occurred and (b) maintain as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12Fiscal Quarter, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDAconsolidated basis, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio of not less than 1.20 to 1.00. For purposes of the foregoing, “Fixed Charge Coverage Ratio” shall mean, as of any date of determination, the sum of (A) (i) the VSE Entities’ EBITDA for the four (4) fiscal quarter in which period most recently ended, plus (ii) operating lease payments (including rent) made during such Specified Equity Contribution is made; provided that to period, minus (iii) cash taxes paid during such period, minus (iv) cash dividends paid during such period, minus (v) share repurchases made during such period, minus (vi) maintenance capital expenditures made during such period, divided by (B) Fixed Charges for such period. For purposes hereof, “Fixed Charges” shall mean, for any period of determination thereof on a consolidated basis, the extent sum of (i) scheduled or required principal payments on all Indebtedness for borrowed money during such proceeds are applied to prepay Total Funded Debtperiod (excluding the payment of the existing term loans occurring on the Fourth Amendment effective Date), plus (ii) all operating lease payments (including rent) during such reduction may be given effect in determining compliance with the period, plus (iii) cash interest expense for such period, plus (iv) any cash payments of Permitted Earn-outs payable during such period. The Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during measured on the last day of each Fiscal Quarter throughout the term of the Initial Revolving FacilityLoan. Except as otherwise expressly provided above, the financial covenants referenced above shall be calculated and tested quarterly on a rolling four (4) Fiscal Quarter basis, and shall include the results of any other Person acquired pursuant to a Permitted Acquisition and consolidated into the VSE Entities’ financial statements within the twelve (12) month period immediately preceding the applicable covenant calculation date (with such calculation being on a pro forma basis assuming debt service for the test period equal to the next year’s debt service, and including EBITDA on a pro forma basis). Unless otherwise defined, all financial terms used in this Section 6.15 shall have the meanings attributed to such terms in accordance with GAAP.

Fixed Charge Coverage Ratio. The Borrower will not permit its (a) If Excess Availability on any day shall be less than 12.5% of the Aggregate Commitment or an Event of Default shall have occurred and be continuing (any such event being a “Covenant Trigger”), the Borrowers shall, as of the end of each fiscal month (commencing with the last month for which financial statements have been delivered prior to the Covenant Trigger), maintain a Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower of not less than 1.00 1.10 to 1.00; provided that (i) a breach of such covenant when so tested shall not be cured by a subsequent increase in Excess Availability above the applicable limit set forth above and (ii) such requirement to maintain a Fixed Charge Coverage Ratio will only of not less than 1.10 to 1.00 shall no longer apply if Excess Availability on each day during any period of ninety (90) consecutive days commencing after the date of such Covenant Trigger shall be tested (a) upon the occurrence of a Trigger Event, as at least equal to 12.5% of the last day Aggregate Commitment and no Event of the Test Period ending immediately prior to the date on which a Trigger Event Default shall have occurred and (b) as of the last day of each Test Period thereafter until be continuing during such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of after which no Specified Equity Contribution is made, (B) time the amount of any Specified Equity Contribution shall be no greater than the amount required requirement to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance comply with the Fixed Charge Coverage Ratio for shall not apply unless a subsequent Covenant Trigger occurs. (b) Upon an Event of Default as a result of the fiscal quarter in which failure of the Borrowers to comply with the financial covenant above, such Specified Equity Contribution is made; provided that Event of Default shall, subject to the extent such proceeds are applied limitations set forth below, be deemed cured and cease to prepay Total Funded Debtexist in the event that any one or more of the Permitted Holders or any one of their Affiliates, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than within five (5) Specified Equity Contributions Business Days after written notice by the Administrative Agent to the Borrowers of such Event of Default (or such longer period as the Administrative Agent may agree), makes a cash equity capital contribution to the Company in exchange for Capital Stock of the Company (provided, however, that any such cash equity capital contribution to the Company in exchange for Capital Stock of the Company shall not result in a Change of Control), the proceeds of which capital contribution will be deemed to increase EBITDA for purposes of compliance with the financial covenant above for applicable periods and shall be made applied, on the date of receipt thereof, to repay any outstanding Loans. Each such equity contribution is referred to as a “Cure Action”. No more than two Cure Actions may be taken during the term of the Initial Revolving Credit Facility. Notwithstanding the foregoing, to the extent that Holdings makes and declares a dividend pursuant to Section 10.6(c) during the period in which a Cure Action is included in the financial covenant compliance calculations as an increase in EBITDA, the amount of such Cure Action included in such calculations shall be reduced by the amount of any such dividend.

Fixed Charge Coverage Ratio. The Borrower will not permit its Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested (Section 7.1(f)) (a) upon the occurrence of a Trigger Event, as of the last day of the Test Period ending immediately Total Adjusted EBITDA (from prior to the date on which a Trigger Event shall have occurred and page) Add back: (b) as Income from mezzanine and mortgage loan receivables (c) Dividend and interest income from marketable securities (d) EBITDA of the Properties acquired within last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.1224 months (e) Cash flow distributions from Unconsolidated Entities over past 12 months (f) Fixed Charge Total Adjusted EBITDA = (a) plus (b) plus (c) plus (d) plus (e) Total Debt Service (g) Total interest expense (h) scheduled principal amortization for Kimco and Consolidated Entities (excluding optional prepayments, balloon payments due at maturity, and non-cash interest on convertible debt, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equityexcluding optional prepayments, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, balloon payments due at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is madematurity, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); non-cash interest on convertible debt and provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) that the amount of any Specified Equity Contribution shall be no greater than scheduled principal debt amortization payment paid during the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets Test Period with respect to any Indebtedness related to a property acquired during such Test Period shall be limited in proportion to the fraction of such Test Period during which Kimco or another Consolidated Entity owned such property or had assumed such Indebtedness as applicable) (i) Preferred stock dividends (j) Total Debt Service = Total of (g), (h) and (i) FIXED CHARGE COVERAGE RATIO: (f)/(j) Must be greater than or equal to: 1.50:1.00 (3) To the best of such Responsible Officer's knowledge, the Borrower and each of the other Loan Parties has, during the period referred to above, observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreementthe Credit Agreement and the other Loan Documents to which it is a party to be observed, (D) there shall be performed or satisfied by it, and as of the date hereof such Responsible Officer has obtained no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds knowledge of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term Default or Event of the Initial Revolving FacilityDefault except as follows: NONE.

Fixed Charge Coverage Ratio. The Borrower In the event that at any time the Borrowers have Availability less than $25,000,000, the Borrowers will not permit its Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested (a) upon the occurrence of a Trigger Event, as of the last day of the Test Period ending immediately prior to the date on which a Trigger Event shall have occurred and (b) as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio of Holdings and its consolidated Subsidiaries, determined as of the end of each fiscal quarter of Holdings (for the period of four consecutive fiscal quarters ending on such date), beginning with the last fiscal quarter in of Holdings for which such Specified Equity Contribution is made; provided that financial statements were required to be delivered hereunder prior to the extent date that Availability was first less than $25,000,000, to be less than 1.1 to 1.0; provided, however, that if, at any time after this Section 6.13 has been triggered, the Borrowers maintain (i) average Availability greater than or equal to $30,000,000 for a 90-day period and (ii) Availability not less than $25,000,000 at all times during such proceeds are applied 90-day period, the requirements of this Section 6.13 shall no longer be deemed to prepay Total Funded Debtbe triggered.” (m) The first sentence of Section 10.01 of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows: “Each Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to the Lenders and Affiliates of Lenders who hold Secured Obligations the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations and all reasonable costs and expenses including, without limitation, all court costs and reasonable attorneys' and paralegals' fees and expenses paid or incurred after the occurrence and during the continuance of an Event of Default by the Administrative Agent, any Lender and the Issuing Bank in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against, any Borrower, any Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such reduction may be given effect in determining compliance costs and expenses, together with the Fixed Charge Coverage Ratio on subsequent Compliance Dates Secured Obligations, collectively the “Guaranteed Obligations”).” (n) Schedule 3.05(a) and (E) no more than five (5) Specified Equity Contributions shall be made during Schedule 3.10 to the term of Existing Credit Agreement are hereby amended and replaced in their entirety with the Initial Revolving Facility.corresponding schedules attached hereto as Annex A.

Fixed Charge Coverage Ratio. The Borrower VSE Entities will not permit its Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested (a) upon the occurrence of a Trigger Event, as of the last day of the Test Period ending immediately prior to the date on which a Trigger Event shall have occurred and (b) maintain as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12Fiscal Quarter, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDAconsolidated basis, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio of not less than 1.20 to 1.00. For purposes of the foregoing, “Fixed Charge Coverage Ratio” shall mean, as of any date of determination, the sum of (A) (i) the VSE Entities’ EBITDA for the four (4) fiscal quarter in which period most recently ended, plus (ii) operating lease payments (including rent) made during such Specified Equity Contribution is made; provided that to period, minus (iii) cash taxes paid during such period, minus (iv) cash dividends paid during such period, minus (v) share repurchases made during such period, minus (vi) maintenance capital expenditures made during such period, divided by (B) Fixed Charges for such period. For purposes hereof, “Fixed Charges” shall mean, for any period of determination thereof on a consolidated basis, the extent sum of (i) scheduled or required principal payments on all Indebtedness for borrowed money during such proceeds are applied to prepay Total Funded Debtperiod (excluding the payment of the existing term loans occurring on the Sixth Amendment Effective Date), plus (ii) all operating lease payments (including rent) during such reduction may be given effect in determining compliance with the period, plus (iii) cash interest expense for such period, plus (iv) any cash payments of Permitted Earn-outs payable during such period. The Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during measured on the last day of each Fiscal Quarter throughout the term of the Initial Revolving FacilityLoan. Except as otherwise expressly provided above, the financial covenants referenced above shall be calculated and tested quarterly on a rolling four (4) Fiscal Quarter basis, and shall include the results of any other Person acquired pursuant to a Permitted Acquisition and consolidated into the VSE Entities’ financial statements within the twelve (12) month period immediately preceding the applicable covenant calculation date (with such calculation being on a pro forma basis assuming debt service for the test period equal to the next year’s debt service, and including EBITDA on a pro forma basis). Unless otherwise defined, all financial terms used in this Section 6.15 shall have the meanings attributed to such terms in accordance with GAAP.

Fixed Charge Coverage Ratio. The Borrower In the event that Availability is less than 17.5% of the Revolving Commitments at any time, the Borrowers will not permit its Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested (a) upon the occurrence of a Trigger Event, as of the last day of the Test Period ending immediately prior to the date on which a Trigger Event shall have occurred and (b) as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the most-recently ended twelve fiscal months (or, if less, the number of full fiscal months elapsed since the Effective Date) of the Borrowers as of the end of the most recent fiscal month for which financial statements have been delivered and each fiscal month thereafter to be less than 1.0 to 1.0, provided that this covenant shall cease to apply (until any subsequent time, if any, at which Availability is less than 17.5% of the Revolving Commitments, as so determined) if Availability exceeds 22.5% of the Revolving Commitments for 90 consecutive calendar days; provided, further, that, by notifying the Administrative Agent on or prior to the delivery of financial statements pursuant to Section 5.01 with respect to any fiscal year or fiscal quarter and so long as Availability at such time is not less than 10% of the Revolving Commitments, the Borrowers may elect to include in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in calculation of Net Income for the purpose of determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates with respect to the applicable fiscal period the undistributed net income of their foreign Subsidiaries; provided that (a) such undistributed net income may only be so included to the extent that such foreign Subsidiaries have cash at such time to make payment of dividends or similar distribution to any Loan Party and such distributions are not restricted by any contractual restrictions or any Requirement of Law applicable to such Subsidiary, (b) the amount of net income so included shall be net of any reasonably anticipated taxes payable in connection with such distribution, (c) the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower Representative (i) certifying as to the accuracy and compliance of the calculations pursuant to clauses (a) and (Eb) no more than five above, (5ii) Specified Equity Contributions setting forth in reasonable detail such calculations and (iii) attaching supporting materials reasonably satisfactory to the Administrative Agent in its Permitted Discretion, and (d) until the date on which Availability exceeds 22.5% of the Revolving Commitments for 90 consecutive calendar days, the Borrowers shall be made during the term of the Initial Revolving Facilitysubject to an Availability Block.

Fixed Charge Coverage Ratio. The Borrower will not permit its Maintain, when measured as of the end of each fiscal quarter, commencing with the fiscal quarter ending December 31, 2019, for the four fiscal quarters ending on such date, a Fixed Charge Coverage Ratio of not less than 1.4 to 1.0. In the event that the Loan Parties fail to comply with the requirements of this Section 6.5 for any Test Period following applicable measurement period, until the Closing Date to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested tenth (a10th) upon the occurrence of a Trigger Event, as Business Day after delivery of the last day of the Test Period ending immediately prior to the date on which a Trigger Event Compliance Certificate for such measurement period, Viant shall have occurred and (b) as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, right to issue Qualified Equity Interests for cash or other equity otherwise receive cash contributions to its capital (other than Disqualified Equity Interests) (such other equity the proceeds thereof being the “Cure Proceeds”), and, in each case, to be on terms reasonably acceptable to apply the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning amount of the relevant fiscal quarter and during proceeds thereof to increase EBITDA with respect to such measurement period (the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity ContributionCure Right”); provided that, (Aa) such proceeds are actually received by Borrowing Agent no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such measurement period and remitted to Agent for application to the Obligations, (b) such proceeds do not exceed the aggregate amount necessary to add to EBITDA (the “Cure Amount”) to cure the Event of Default arising from failure to comply with this Section 6.5 for such measurement period, (c) the Cure Right shall not be exercised more than five (5) times during the Term, and (d) in each trailing period of four (4) fiscal quarter periodquarters, there shall be at least one two (2) fiscal quarter in respect quarters during which the Cure Right is not exercised. If, after giving effect to the addition of which no Specified Equity Contribution is madethe Cure Amount to EBITDA for the applicable measurement period, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be Loan Parties are in compliance with the covenant applicable financial covenants set forth in this Section 7.126.5, (C) during any fiscal quarter in which a Specified Equity Contribution has been madefor such measurement period, other than as set forth above in this paragraph, such Specified Equity Contributions the Loan Parties shall be disregarded deemed to have satisfied the requirements of Section 6.5 for all other purposessuch measurement period with the same effect as though there had been no such failure to comply with Section 6.5, including and the applicable Default and Event of Default arising therefrom shall be deemed not to have occurred for purposes of determining this Agreement. The parties hereby acknowledge that the exercise of the Cure Right may not be relied on for purposes of calculating any financial ratio-based conditions, pricing performance calculation or other financial test specified in this Agreement or any baskets with respect to Other Document (including the effect of any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, payment of the Term Loan made with the proceeds of any Specified Equity Contribution for determining the Cure Amount) other than compliance with Section 6.5 as of the Fixed Charge Coverage Ratio date such compliance is required under this Agreement; provided, that, the Cure Amount received in respect of an exercise of the Cure Right shall be included in EBITDA for each subsequent measurement period which includes the last fiscal quarter in of the measurement period subject to such Cure. Upon receipt by Agent of notice, prior to the expiration of the ten (10) Business Day period referred to above (the “Cure Deadline”), that the Loan Parties intend to exercise the Cure Right, Agent and the Lenders shall not be permitted to accelerate the Obligations or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of Section 6.5 until such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline; provided, that, (a) a Default shall be deemed to exist under this Agreement for all other purposes until the Cure Right is exercised on or prior to the Cure Deadline, (b) if the Cure Amount is not received by the Cure Deadline, the Event of Default or Default due to breach of this Section 6.5 shall be deemed to have existed from the date of the end of the applicable fiscal quarter as of which such Specified Equity Contribution breach first occurred and (c) the Borrowers shall not be permitted to borrow any Advances and Letters of Credit shall not be issued, amended, extended or otherwise modified until the date the Cure Amount is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect received in determining compliance accordance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term of the Initial Revolving Facilityterms set forth above.

Fixed Charge Coverage Ratio. Maintain, as of the end of each Fiscal Quarter, a ratio greater than 1.25 to 1 of (a) the sum of profit before tax, non-cash charges, interest expense (including interest on Capitalized Lease Obligations), depreciation, amortization and operating lease payments (all for the four most recent Fiscal Quarters ending prior to the quarter in which the determination is made) to (b) the sum of interest expense (including interest in Capitalized Lease Obligations), operating lease payments, Capitalized Lease Obligations, and payments due on Funded Debt for the four ensuing Fiscal Quarters (including the quarter in which the determination is made). The Borrower will definition of Funded Debt notwithstanding, for purposes of this computation, the normal amortization of principal payments under the Term Loan Note and under the Line of Credit Note, but not permit its the balances due under any of the Notes at the Maturity Date, shall be deemed "payments due on Funded Debt". In the event the Company fails to meet this covenant for a given Fiscal Quarter, the Bank agrees to waive compliance with this covenant for a period of four consecutive quarters (the "Fixed Charge Waiver") on the following conditions: (i) the Company must, at the time of the request for the Fixed Charge Waiver and for the duration of the Fixed Charge Waiver period, maintain a Fixed Charge Coverage Ratio for any Test Period following the Closing Date greater than 1.1 to be lower than 1.00 to 1.001; provided that such Fixed Charge Coverage Ratio will only be tested (a) upon the occurrence of a Trigger Event, as of the last day of the Test Period ending immediately prior to the date on which a Trigger Event shall have occurred and (b) as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter Fixed Charge Waiver period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to Company must be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio of 1.25 to 1 set forth above; (iii) for the fiscal quarter in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with duration of the Fixed Charge Coverage Ratio on subsequent Compliance Dates Waiver period, repurchases of the Company's stock involving a cash payment are prohibited; (iv) for the duration of the Fixed Charge Waiver period, capital expenditures are limited to a maximum of $1,000,000.00; (v) the Company must pay the Bank a one-time fee of $25,000.00 for the privilege of the Fixed Charge Waiver, which fee shall be due and payable within thirty (30) days of the Company's Fixed Charge Waiver request; and (Evi) no more than five (5) Specified Equity Contributions shall be made the Company may use this Fixed Charge Waiver only once during the term life of the Initial Revolving FacilityLoans.

Fixed Charge Coverage Ratio. The Borrower will not permit its (a) Numerator of Fixed Charge Coverage Ratio for (Line 2(d)) $ (b) all Senior Debt Payments during such period $ (c) all management fee payments made in cash during such period to Sponsor pursuant to Amendment Number 2 to the Securities Purchase Agreement dated December 30, 2009 by and between Image and Sponsor $ (d) all management fee payments made in cash during such period pursuant to Article II of the IMHE Management Agreement $ (e) any Test Period following the Closing Date dividend payments (whether paid in cash or a payment-in-kind basis) to be lower than 1.00 to 1.00; provided that such holders of Image’s Series B Preferred Stock and Series C Preferred Stock $ (f) Fixed Charge Coverage Ratio will only (Line 3(a) divided by the sum of Line 3(b) through Line 3(e)) : 1.00 This Revolving Credit Note is executed and delivered under and pursuant to the terms of that certain Revolving Credit and Security Agreement dated as of June 23, 2011 (as amended, restated, supplemented or modified from time to time, the “Loan Agreement”) by and among IMAGE ENTERTAINMENT, INC., a Delaware corporation (“Image”), IMAGE/MADACY HOME ENTERTAINMENT, LLC, a California limited liability company (“IMHE”) (Image and IMHE, each a “Borrower” and collectively, “Borrowers”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), the various financial institutions named therein or which hereafter become a party thereto, (together with PNC, collectively, “Lenders”) and PNC as agent for Lenders (in such capacity, “Agent”). Capitalized terms not otherwise defined herein shall have the meanings provided in the Loan Agreement. FOR VALUE RECEIVED, Borrowers hereby promise to pay to the order of [_______________] (the “Holder”), at the office of Agent located at PNC Bank Center, Xxx Xxxxx Xxxxxx, 0xx Xxxxx, Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000 or at such other place as Agent may from time to time designate to Borrowing Agent in writing: (i) the principal sum of [_____________________] Dollars ([$__________]) or, if different, from such amount, the unpaid principal balance of the Holder’s Commitment Percentage of the Revolving Advances as may be tested (a) due and owing under the Loan Agreement, payable in accordance with the provisions of the Loan Agreement and subject to acceleration upon the occurrence of a Trigger Eventan Event of Default under the Loan Agreement or earlier termination of the Loan Agreement pursuant to the terms thereof; and (ii) interest on the principal amount of this Note from time to time outstanding until such principal amount is paid in full at the applicable Revolving Interest Rate in accordance with the provisions of the Loan Agreement. In no event, however, shall interest exceed the maximum interest rate permitted by law. Upon and after the occurrence of an Event of Default, and during the continuation thereof, interest shall, at the option of Agent or at the direction of the Required Lenders, be payable at the Default Rate. This Note is one of the Revolving Credit Notes referred to in the Loan Agreement and is secured, inter alia, by the liens granted pursuant to the Loan Agreement and the Other Documents, is entitled to the benefits of the Loan Agreement and the Other Documents and is subject to all of the agreements, terms and conditions therein contained. This Note is subject to mandatory prepayment and may be voluntarily prepaid, in whole or in part, on the terms and conditions set forth in the Loan Agreement. If an Event of Default under Section 10.7 of the Loan Agreement shall occur, then this Note shall immediately become due and payable, without notice, together with reasonable attorneys’ fees if the collection hereof is placed in the hands of an attorney to obtain or enforce payment hereof. If any other Event of Default shall occur under the Loan Agreement or any of the Loan Documents, which is not cured within any applicable grace period, then this Note may, as provided in the Loan Agreement, be declared to be immediately due and payable, without notice, together with reasonable attorneys’ fees, if the collection hereof is placed in the hands of an attorney to obtain or enforce payment hereof. This Note shall be construed and enforced in accordance with the laws of the last day State of New York. Each Borrower expressly waives any presentment, demand, protest, notice of protest, or notice of any kind except as expressly provided in the Loan Agreement. By: Name: Title: By: Name: Title: Each of the Test Period ending immediately prior to the date on which undersigned, in [his/her] capacity as an officer of (a) IMAGE ENTERTAINMENT, INC., a Trigger Event shall have occurred Delaware corporation (“Image”), and (b) IMAGE/MADACY HOME ENTERTAINMENT, LLC, a California limited liability company (“IMHE”) (Image and IMHE, each a “Borrower”, and collectively “Borrowers”), and not in [his/her] individual capacity, hereby certifies as follows: 1. [____________] is the duly elected, qualified and acting Chief Financial Officer of each of Image and IMHE. 2. I am familiar with the business and financial affairs of each Borrower, including, without limiting the generality of the last day foregoing, all of the matters hereinafter described. 3. This Certificate is made and delivered to PNC BANK, NATIONAL ASSOCIATION (“PNC”), each Test Period thereafter until of the other financial institutions (together with PNC, collectively, the “Lenders”) named in or which hereafter become a party to the Loan Agreement (as hereinafter defined) and PNC, as agent for Lenders (in such Trigger Event is no longer continuing. For capacity, “Agent”) pursuant to the terms of a Revolving Credit and Security Agreement among Borrowers, Agent and Lenders (the “Loan Agreement”), for the purpose of determining compliance with inducing Agent and Lenders, now and from time to time hereafter, to advance monies and extend credit and other financial accommodations to Borrower pursuant to the covenant Loan Agreement. I understand that you are relying on this Financial Condition Certificate. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Loan Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term of the Initial Revolving Facility.

Fixed Charge Coverage Ratio. The (a) Upon the occurrence and during the continuance of a Compliance Event, the Borrower Agent will not permit its the Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower less than 1.00 to 1.00; provided that such . For the purposes of this Section 6.18, the Fixed Charge Coverage Ratio will only shall be tested (a) upon calculated on the date of the occurrence of a Trigger Eventany Compliance Event and, as of during the continuance thereof, in each case for the last day of the Test Period ending immediately prior for which financial statements have been or are required to the date on which a Trigger Event shall have occurred and be delivered pursuant to Section 5.01(b) or (c). (b) Notwithstanding anything to contrary in this Agreement (including Article 7), upon an Event of Default as a result of the last day of each Test Period Borrower Agent’s failure to comply with Section 6.18(a) above, Holdings shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 15 Business Days after the date that financial statements for such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Fiscal Quarter are required to be delivered pursuant to Section 7.12, 5.01(b) or (ic)) all calculations shall be on a Pro Forma Basis and (ii) any cash to issue equity contribution (which equity shall be common equity, Qualified Equity Interests Capital Stock or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent)) made for Cash or otherwise receive Cash contributions to its common equity, which shall in turn be contributed as Cash common equity to the BorrowerBorrower Agent (the “Cure Amount”), directly or indirectly, by one or more and thereupon the Borrower Agent’s compliance with Section 6.18(a) shall be recalculated giving effect to the following pro forma adjustment: Consolidated Adjusted EBITDA shall be increased (notwithstanding the absence of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included an addback in the calculation definition of “Consolidated EBITDA Adjusted EBITDA”), solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at 6.18(a) hereof, including determining compliance with Section 6.18(a) hereof as of the end of such fiscal quarter where the Specified Equity Contribution is made, Fiscal Quarter and applicable subsequent periods which includes that include such fiscal quarter Fiscal Quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.18(a) shall be satisfied, then the requirements of Section 6.18(a) shall be deemed satisfied as of the end of the relevant Fiscal Quarter with the same effect as though there had been no failure to comply therewith at such equity contribution so included in date, and the calculation applicable breach or default of Consolidated EBITDA, a “Specified Equity Contribution”); provided thatSection 6.18(a) that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (Ai) in each trailing four fiscal quarter period, consecutive Fiscal Quarter period of the Borrower Agent there shall be at least one fiscal quarter two Fiscal Quarters in respect of which no Specified Equity Contribution the Cure Right is madenot exercised, (Bii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the amount of any Specified Equity Contribution Cure Amount shall be no greater than the amount required to cause for purposes of complying with Section 6.18(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower Agent that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th Business Day following the date that financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be in compliance with delivered pursuant to Section 5.01(b) or (c), none of the covenant set forth in this Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and neither the Administrative Agent nor any other Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of such Event of Default having occurred and being continuing under Section 7.126.18(a), (Cv) during any fiscal quarter Test Period in which a Specified Equity Contribution has been made, other than as set forth above the Cure Amount is included in this paragraphthe calculation of Consolidated Adjusted EBITDA pursuant to any exercise of the Cure Right, such Specified Equity Contributions Cure Amount shall be counted solely as an increase to Consolidated Adjusted EBITDA (and not as a reduction to Indebtedness (directly through repayment or indirectly through netting)) and solely for the purpose of determining the Borrower Agent’s compliance with Section 6.18(a) and shall be disregarded for all any other purposespurpose, including for purposes of determining any financial ratio-based conditions, pricing or the availability of any baskets with respect to any other covenants contained in basket under Article 6 of this Agreement, Agreement and (Dvi) there no Lender or Issuing Lender shall be no Pro Forma Effect or other reduction required to make any Loan hereunder, if an Event of Default under the covenant set forth in IndebtednessSection 6.18(a) has occurred and is continuing, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term of 15 Business Day period during which Holdings may exercise a Cure Right, unless and until the Initial Revolving FacilityCure Amount is actually received.

Fixed Charge Coverage Ratio. The Borrower Borrowers will not permit its Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be maintain, tested (a) upon the occurrence of a Trigger Event, as of the last day of the Test Period ending immediately prior to the date on which a Trigger Event shall have occurred and (b) as of the last day of each Test Period thereafter until of the Borrowers' fiscal quarters for the four (4) quarter period ending on such Trigger Event is no longer continuingdate, a Fixed Charge Coverage Ratio of not less than 1.0 to 1.0. 5. For the purpose of determining compliance with the covenant set forth in this Section 7.12, (i) all calculations shall be on As a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable condition to the Administrative Agent) made 's and the Lenders' agreement to enter into this Agreement and the waivers granted herein, the Borrowers hereby agree to pay to the BorrowerAgent, directly or indirectly, by one or more of its equityholders after for the beginning ratable benefit of the relevant fiscal quarter and during the Specified Contribution PeriodLenders, will, at the written direction of Borrower, be included an amendment fee in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution $35,000, which fee shall be no greater due at the time this Agreement is executed and is fully earned and non-refundable upon payment. 6. The Lenders and the Agent hereby waive the default under Section 6.1.16 of the Financing Agreement for the fiscal quarter ending July 31, 2000. This waiver is not intended to, and shall not, waive any defaults under Section 6.1.16 other than for the amount required to cause period specified, and shall not waive any other defaults arising out of non-compliance by the Borrower to be in compliance Borrowers with the covenant set forth Financing Agreement, whether or not the events, facts or circumstances giving rise to such non-compliance existed on or prior to the date hereof. 7. Each Borrower hereby issues, ratifies and confirms the representations, warranties and covenants contained in the Financing Agreement, as amended hereby. Each Borrower agrees that this Section 7.12, (C) during any fiscal quarter in which Agreement is not intended to and shall not cause a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets novation with respect to any or all of the Obligations. 8. Each Borrower acknowledges and warrants that the Lenders and Agent have acted in good faith and have conducted in a commercially reasonable manner their relationships with the Borrowers in connection with this Agreement and generally in connection with the Financing Agreement and the Obligations, each Borrower hereby waiving and releasing any claims to the contrary. 9. If applicable, the Borrowers shall pay at the time this Agreement is executed and delivered, all fees, commissions, costs, charges, taxes and other covenants contained expenses incurred by the Agent and its counsel in connection with this Agreement, (D) there including, but not limited to, reasonable fees and expenses of the Agent's counsel and all recording fees, taxes and charges. 10. This Agreement may be executed in any number of duplicate originals or counterparts, each of such duplicate originals or counterparts shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with deemed to be an original and taken together shall constitute but one and the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided same instrument. The parties agree that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction their respective signatures may be given effect in determining compliance delivered by facsimile. Any party which chooses to deliver its signature by facsimile agrees to provide a counterpart of this Agreement with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term of the Initial Revolving Facilityits inked signature promptly to each other party.

Fixed Charge Coverage Ratio. The Borrower will If at any time Excess Availability is less than $45,000,000 for three (3) consecutive Business Days (a “Financial Covenant Trigger Event”) (provided, no borrowing is permitted during such 3- Business Day period), the Credit Parties shall not permit its the Consolidated Fixed Charge Coverage Ratio as of the immediately preceding fiscal month end for which financial statements are available and as of each subsequent fiscal month end thereafter to be less than 1.10 to 1.00; provided, that (a) a breach of such covenant when so tested shall not be cured by a subsequent increase of Excess Availability above $45,000,000 and (b) such requirement to maintain a Consolidated Fixed Charge Coverage Ratio of at least 1.10 to 1.00 shall no longer apply for subsequent periods if Excess Availability on each day during any period of sixty (60) consecutive days commencing after the date of such Financial Covenant Trigger Event is greater than or equal to $45,000,000, after which time the requirement to comply with the Consolidated Fixed Charge Coverage Ratio for purposes of this Section 6.1 shall not apply unless a subsequent Financial Covenant Trigger Event occurs. With respect to any Test Period following the Closing Date to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested (a) upon the occurrence of a Trigger Event, as of the last day of the Test Period ending immediately prior to the date on period during which a Trigger Event shall have Permitted Acquisition or a Disposition has occurred and (b) as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12each, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity“Subject Transaction”), Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at Consolidated Fixed Charge Coverage Ratio, Consolidated EBITDA and the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation components of Consolidated EBITDA, Cash Interest Charges and Consolidated Fixed Charges shall be calculated with respect to such period on a “Specified Equity Contribution”); provided that, pro forma basis (including pro forma adjustments (solely to the extent that such adjustments are (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect made consistent with the definition of which no Specified Equity Contribution is made, Consolidated EBITDA and (B) (x) are of the amount type that would be permitted pursuant to Article XI of Regulation S-X under the Securities Act of 1933 (as amended) and as interpreted by the staff of the Securities and Exchange Commission or (y) are reasonably consistent with the purposes of such Regulation S-X as determined in good faith by GGC and reasonably acceptable to Administrative Agent)) using the historical financial statements of any Specified Equity Contribution business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of GGC and its Subsidiaries which shall be no greater than reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, beginning of such period (C) and assuming that such Indebtedness bears interest during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes portion of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that applicable measurement period prior to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with relevant acquisition at the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term weighted average of the Initial Revolving Facilityinterest rates applicable to outstanding Loans incurred during such period).

Fixed Charge Coverage Ratio. The Borrower will not permit its Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested (a) Each of Parent and Borrowers covenants and agrees that, until termination of all of the Commitments and Payment in Full of the Obligations, without limitation upon the occurrence right of a Trigger EventAdministrative Borrower to deliver an updated Borrowing Base Certificate more frequently than may then be required hereunder, as at any time Excess Availability is less than the greater of the last day of the Test Period ending immediately prior to the date on which a Trigger Event shall have occurred and (b) as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained period indicated on Schedule 7, the amount equal to the FCCR Percentage Trigger multiplied by the Loan Limit for such period or (ii) with respect to such period indicated on Schedule 7, the FCCR Dollar Trigger for such period (such greater amount, the “Applicable Amount”), Parent and Borrowers will have a Fixed Charge Coverage Ratio, measured on a month-end basis for the preceding twelve (12) consecutive calendar months for which Agent has received financial statements in this Agreementaccordance with Section 5.2 hereof, of not less than 1.00:1.00. (Db) there shall be no Pro Forma Effect or other reduction Notwithstanding anything to the contrary set forth in IndebtednessSection 7(a) above, including Total Funded Debtin the event that at any time after Excess Availability has been less than the Applicable Amount, with Excess Availability is thereafter greater than the proceeds Applicable Amount for a period of any Specified Equity Contribution for determining compliance with thirty (30) consecutive days, then, after such period, the Fixed Charge Coverage Ratio for shall not be tested again under Section 7(a) unless and until Excess Availability is again less than the fiscal quarter in which Applicable Amount. In the event that Excess Availability is less than the Applicable Amount (such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates is tested under Section 7(a) and thereafter increases so that the Fixed Charge Coverage Ratio ceases so to be tested two (E2) no more than five times in any period of twelve (512) Specified Equity Contributions consecutive calendar months, then the third (3rd) time the Fixed Charge Coverage Ratio is so tested in accordance with this Section 7 in such twelve (12) month period, it shall thereafter continue to be made during the term tested monthly until such time as Agent may otherwise agree. Borrowers agree to provide to Agent and Lenders a calculation of the Initial Revolving FacilityFixed Charge Coverage Ratio concurrently with the delivery of any financial statements required under Section 5.1, regardless of whether the Fixed Charge Coverage Ratio is then required to be tested under this Section 7.

Fixed Charge Coverage Ratio. The Borrower will not permit its Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested (a) upon the occurrence of a Trigger EventRatio, as of the last day of each fiscal quarter of Holdco (commencing with the Test Period fiscal quarter ending immediately prior September 30, 2006), shall be greater than or equal to 1.10 to 1.0. Notwithstanding the date on which a Trigger Event shall have occurred above, the parties hereto acknowledge and (b) as agree that, for purposes of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of all calculations made in determining compliance for any applicable period with the covenant financial covenants set forth in this Section 7.125.9, (a) after consummation of any Permitted Acquisition, (i) all calculations income statement items and other balance sheet items (whether positive or negative) attributable to the Target acquired in such transaction shall be on a Pro Forma Basis included in such calculations to the extent relating to such applicable period, subject to adjustments in accordance with Regulation S-X promulgated under the Securities Act or otherwise reasonably acceptable to the Borrower and the Administrative Agent, and (ii) Indebtedness of a Target which is retired in connection with a Permitted Acquisition shall be excluded from such calculations and deemed to have been retired as of the first day of such applicable period and (b) any cash equity contribution (which equity shall be common equity, Qualified Preferred Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on having terms reasonably acceptable satisfactory to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders Holdco after the beginning end of the relevant a fiscal quarter and during on or prior to the Specified Contribution Period, day that is ten (10) Business Days after the day on which financial statements are required to be delivered with respect to such fiscal quarter will, at the written direction request of Borrowerthe Company, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 financial covenants at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDAEBITDA or applied to reduce Consolidated Indebtedness, a “Specified Equity Contribution”); provided that, that (Ai) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (Bii) in each eight fiscal quarter period, there shall be a period of at least four consecutive fiscal quarters in respect of which no Specified Equity Contribution is made, (iii) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower Credit Parties to be in compliance with the covenant financial covenants set forth above, (iv) a Specified Equity Contribution shall only be included in the computation of the financial covenants for purposes of determining compliance by the Credit Parties with this Section 7.125.9 and not for any other purpose under this Agreement (including, without limitation, any determination of the Applicable Percentage) and (Cv) during any fiscal quarter in which Consolidated Indebtedness repaid with the proceeds of a Specified Equity Contribution shall not be deemed repaid for purposes of calculating the Total Leverage Ratio if, for purposes of calculating the Total Leverage Ratio, such Specified Equity Contribution has been made, other than as set forth above included in this paragraph, such the calculation of Consolidated EBITDA. Upon the making of a Specified Equity Contributions Contribution, the financial covenants in Section 5.9 shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing recalculated giving effect to the increase in Consolidated EBITDA or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Consolidated Indebtedness. If, including Total Funded Debtafter giving effect to such recalculation, with the proceeds of any Specified Equity Contribution for determining Holdco is in compliance with the Fixed Charge Coverage Ratio for financial covenants, Holdco shall be deemed to have satisfied the fiscal quarter in which such Specified Equity Contribution is made; provided that to requirements of the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance financial covenants as of the relevant date of determination with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) same effect as though there had been no more than five (5) Specified Equity Contributions shall be made during the term of the Initial Revolving Facilityfailure to comply therewith at such date.

Fixed Charge Coverage Ratio. The Borrower will If the Borrowers’ Excess Availability is less than $1,000,000, Borrowers shall not permit its Fixed Charge Coverage Ratio the ratio of (i) EBITDA for any Test Period following the Closing Date to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested (a) upon prior three month period ending on the occurrence of a Trigger Event, as of the last day of the Test Period ending immediately most recently reported prior to the date on which a Trigger Event shall have occurred and 3 monthly financials per section 5.15 (b) , minus unfinanced Capital Expenditures of the Loan Parties on a consolidated basis for such period, to (ii) Fixed Charges for such period to be less than 1.10x . Siena Lending Group LLC 0 X Xxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxxx Dear Xx. Xxxxxxxx: Please refer to the Loan and Security Agreement dated as of August 10, 2018 (as amended, restated or otherwise modified from time to time, the last day “Loan Agreement”) among the undersigned, as Borrowing Agent, each of each Test Period thereafter until such Trigger Event the other Borrowers party thereto, and Siena Lending Group LLC, as Lender. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Loan Agreement. This notice is no longer continuinggiven pursuant to Section 1.4 of the Loan Agreement and constitutes a representation by Borrowing Agent, on behalf of Borrower, that the conditions specified in Section 1.6 of the Loan Agreement have been satisfied. For Without limiting the purpose of determining compliance with the covenant set forth in this Section 7.12foregoing, (i) each of the representations and warranties set forth in the Loan Agreement and in the other Loan Documents is true and correct in all calculations respects as of the date hereof (or to the extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties shall be on a Pro Forma Basis true and correct as of such earlier date), both before and after giving effect to the Loans requested hereby, and (ii) any cash equity contribution (which equity shall be common equityno Default or Event of Default is in existence, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable both before and after giving effect to the Administrative Loans requested hereby (if not true, in the “Comments Regarding Exceptions” section below, specify the Default of Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrower with respect to such Default of Event of Default). Borrowing Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction on behalf of Borrower, be included in hereby requests a borrowing under the calculation Loan Agreement as follows: The aggregate amount of Consolidated EBITDA solely the proposed borrowing is $[______________]. The requested borrowing date for the purposes proposed borrowing (which is a Business Day) is [______________], [____]. Borrowing Agent has caused this Notice of determining compliance with Borrowing to be executed and delivered by its Authorized Officer thereunto duly authorized on [_____________]. By: Title: Borrower Name: New Age Beverages Corporation Borrower Number: ________ Loan and Security Agreement Date: August 10, 2018 We, being two Authorized Officers of the covenant set forth in this Section 7.12 at above borrower (the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity ContributionBorrowing Agent”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that refer to the extent such proceeds are applied above referenced Loan and Security Agreement dated as of August 10, 2018 (as amended, restated or otherwise modified from time to prepay Total Funded Debttime, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E“Loan Agreement”) no more than five (5) Specified Equity Contributions shall be made during between the term Borrowing Agent, each of the Initial Revolving Facility.other Borrowers (as defined therein) and Siena Lending Group LLC. This is the Client User Form, used to determined client access to Passport 6.0. Being duly authorized by the Borrowing Agent, we each confirm that the following people have been authorized by the Borrowing Agent to have access (Full Access or Read Only, as indicated below) to Passport 6.0: First Name Last Name Full Access or Read Only Access3 Email Address Phone Number By: By: Name: Name: Title: Title:

Fixed Charge Coverage Ratio. The Borrower will Borrowers shall not permit its their Fixed Charge Coverage Ratio for any Test Period following the Closing Date each period set forth below to be lower less than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested the ratio set forth below for the corresponding period set forth below: For the 6 month period ending on June 30, 2010 1.10:1.0 For the 9 month period ending on September 30, 2010 2.20:1.0 For the 12 month period ending on December 31, 2010 and each twelve (a12) upon the occurrence of a Trigger Event, as of the last day of the Test Period month period ending immediately prior to the date on which a Trigger Event shall have occurred and (b) as of the last day of each Test Period fiscal quarter thereafter until 1.05:1.0 2. Borrowers represent and warrant to Lender that this Amendment has been approved by all necessary corporate action, and each individual signing below represents and warrants that he or she is fully authorized to do so. 3. Except as expressly amended hereby and by any other supplemental documents or instruments executed by either party hereto in order to effectuate the transactions contemplated by this Amendment, to Agreement and all Exhibits thereto are ratified and confirmed by Xxxxxxxxx and Lender and remain in full force and effect in accordance with their terms. 4. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which, taken together, shall constitute one and the same agreement. This Amendment may be delivered by facsimile, and when so delivered will have the same force and effect as delivery of an original signature. 5. Pursuant to Subsection 12 (j) of the Agreement, Lender hereby notifies Borrowers that on or before January 15, 2010, Borrowers shall maintain their operating, collections, payroll, trust, and other depository or disbursement accounts with Lender and shall close any such Trigger Event is no longer continuing. For the purpose account maintained at a bank other than Lender, and Lender (or any parent, affiliate or subsidiary of determining compliance Lender, as applicable) shall provide services with the covenant respect to such accounts, including without limitation, automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services as more specifically set forth in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets agreements with respect to such accounts entered into by and between Borrowers and Lender (or any other covenants contained in this Agreementparent, (D) there affiliate or subsidiary of Lender, as applicable). Customary charges and fees, including the charges and fees for the forgoing services, shall be assessed thereon. Although no Pro Forma Effect compensating balance is required, Borrowers must keep monthly balances in order to merit earnings credits which will cover Xxxxxx’s service charges for such account activities. 6. Borrowers shall reimburse Lender for all reasonable attorney’s fees (whether for internal or other reduction outside counsel) incurred by Xxxxxx in Indebtedness, including Total Funded Debt, connection with the proceeds documentation and consummation of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that this Fifth Amendment to the extent such proceeds Agreement, 7. Exhibits A, B, C and D and Schedules 1, 11(f), 11(g), 11(i), 11(j), 11(n), 11(p) and 11(t), to the Agreement are applied each amended and restated in their entirety in the form of Exhibits A, B, C and D and Schedules 1, 11(f), 11(g), 11(i), 11(j), 11(n), 11(p) and 11(t) respectively attached hereto. 8. Borrowers agree to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates execute and (E) no more than five (5) Specified Equity Contributions shall be made during the term deliver to Lender an amendment and restatement of the Initial Revolving Facility.existing Amended and Restated Trademark Security Agreement dated August 30, 2005 and a Patent Security Agreement in form mutually satisfactory to Borrowers and Lender on or before November 20, 2009. (Remainder of page intentionally blank; signatures follow)

Fixed Charge Coverage Ratio. The Borrower will not permit its Borrowers’ Fixed Charge Coverage Ratio Ratio, measured on a month-end basis, for the 12 month period ending , 20 , is :1.0, which ratio [is/is not] greater than or equal to the ratio set forth in Section 7 of the Credit Agreement for the corresponding period.] Xxxxx Fargo Bank, National Association, as Agent under the below referenced Credit Agreement 0000 Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx 00000 Ladies and Gentlemen: Reference hereby is made to that certain Credit Agreement dated as of November 18, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Inventure Foods, Inc., a Delaware corporation (“Parent Borrower”), the Subsidiaries of the Parent Borrower identified on the signature pages thereof (such Subsidiaries, together with the Parent Borrower, are referred to herein each individually as a “Borrower” and individually and collectively, jointly and severally, as “Borrowers”), the lenders party thereto as “Lenders” (each of such Lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), Xxxxx Fargo Bank, National Association, a national banking association (“Xxxxx Fargo”), as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, the “Agent”), Xxxxx Fargo, as the sole arranger, and Xxxxx Fargo, as the sole book runner. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. This LIBOR Notice represents Borrowers’ request to elect the LIBOR Option with respect to outstanding Revolving Loans in the amount of $ (the “LIBOR Rate Advance”)[, and is a written confirmation of the telephonic notice of such election given to Agent]. The LIBOR Rate Advance will have an Interest Period of [1, 2, 3, or 6] month(s) commencing on . This LIBOR Notice further confirms Borrowers’ acceptance, for purposes of determining the rate of interest based on the LIBOR Rate under the Credit Agreement, of the LIBOR Rate as determined pursuant to the Credit Agreement. Parent Borrower represents and warrants that (i) as of the date hereof, the representations and warranties of Parent Borrower contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any Test Period following representations and warranties that already are qualified or modified by materiality in the Closing Date text thereof) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date)), (ii) each of the covenants and agreements contained in any Loan Document have been performed (to the extent required to be lower than 1.00 performed on or before the date hereof or each such effective date), and (iii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested the request above. Dated: INVENTURE FOODS, INC., a Delaware corporation, as Parent Borrower By Name: Title: Acknowledged by: ASSOCIATION, a national banking association, as Agent By: Name: Title: Reference is hereby made to (a) upon that certain Credit Agreement dated as of November 18, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, the occurrence of “Credit Agreement”) by and among the lenders identified on the signature pages thereof, Xxxxx Fargo Bank, National Association, a Trigger Eventnational banking association (“Xxxxx Fargo”), as administrative agent for each member of the last day Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), Xxxxx Fargo, as the sole arranger, Xxxxx Fargo, as the sole book runner, Inventure Foods, Inc., a Delaware corporation (the “Parent Borrower”) and the Subsidiaries of the Test Period ending immediately prior Parent Borrower identified on the signature pages thereof (such Subsidiaries, together with the Parent Borrower, are referred to the date on which herein each individually as a Trigger Event shall have occurred “Borrower” and individually and collectively, jointly and severally, as “Borrowers”) and (b) that certain Guaranty and Security Agreement dated as of November [ ], 2015 (as amended, restated, supplemented, or otherwise modified from time to time, the last day “Guaranty and Security Agreement”) by and among Borrowers, the Subsidiaries of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is madeBorrowers parties thereto as “Grantors”, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term of the Initial Revolving FacilityAgent.

Fixed Charge Coverage Ratio. The Borrower will and its Consolidated Subsidiaries, taken as a whole, shall at all times maintain, for (and at all times during) each Fiscal Quarter beginning with the Initial Fiscal Quarter, a ratio of Consolidated Cash Flow to Consolidated Fixed Charges of not permit its Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower less than 1.00 2.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only . The ratio contemplated by this clause (g) shall be tested (a) upon computed on the occurrence basis of a Trigger Eventrolling four quarter period and shall include the results of operations for Fiscal Quarter for which such ratio shall be determined plus the immediately preceding three Fiscal Quarters; provided, as however, that to the extent that any Acquisition Party acquired in accordance with Section 6.2(e) hereof shall not constitute a Subsidiary for a period falling within such rolling four quarters at the time of the last day determination of this ratio, then Consolidated Cash Flow for the Test Period ending immediately prior purposes of this ratio shall include, for such rolling four quarter period as it relates to the date on which a Trigger Event shall have occurred and (b) as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12Acquisition Party, (i) all calculations shall be on the pro forma Cash Flow of such Acquisition Party for that portion of the rolling four quarter period during which such Acquisition Party was not a Pro Forma Basis Subsidiary of the Borrower, and (ii) any cash equity contribution the actual Cash Flow of such Acquisition Party for that portion of the rolling four quarter period during which such Acquisition Party constitutes a Subsidiary of the Borrower. For the purposes of illustration of the proviso to the preceding sentence, if an Acquisition Party is acquired on March 31, 2000 and the ratio contemplated by this clause (which equity g) shall be common equitydetermined for the period ending June 30, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (2000, then such other equity to be on terms reasonably acceptable Acquisition Party's pro forma Cash Flow as it existed prior to the Administrative Agent) made to acquisition for the Borrowerquarters ending September 30, directly or indirectly1999, by one or more of its equityholders after the beginning December 31, 1999 and March 31, 2000, together with such Acquisition Party's actual Cash Flow as a Subsidiary of the relevant fiscal Borrower for the quarter and during the Specified Contribution Periodending June 30, will2000, at the written direction of Borrower, shall be included in the calculation of Consolidated EBITDA solely taken into account for the purposes of determining compliance with the covenant set forth in calculating this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term of the Initial Revolving Facility.

Fixed Charge Coverage Ratio. The Borrower In the event that at any time the Borrowers have Availability of less than 10% of the aggregate amount of the Lenders’ Revolving Commitments, the Borrowers will not permit its the Fixed Charge Coverage Ratio of Holdings and its consolidated Subsidiaries, determined as of the end of each fiscal quarter of Holdings (for any Test Period following the Closing Date period of four consecutive fiscal quarters ending on such date), beginning with the last fiscal quarter of Holdings for which financial statements were required to be lower delivered hereunder prior to the date that Availability was first less than 1.00 10% of the aggregate amount of the Lenders’ Revolving Commitments, to 1.00be less than 1.1 to 1.0; provided, however, that if, at any time after this Section 6.13 has been triggered, the Borrowers maintain Availability of not less than 10% of the aggregate amount of the Lenders’ Revolving Commitments at all times for a 90-day period, the requirements of this Section 6.13 shall no longer be deemed to be triggered.” (t) In Section 9.04(b)(ii)(E) of the Existing Credit Agreement, the text “Section 2.17(e)” is hereby deleted and replaced with the text “Section 2.17(f)”. (u) Section 9.04(c)(i) of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows: (i) Any Lender may, without the consent of the Borrowers, the Administrative Agent, the Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided, that (A) such Lender's obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(f)) (it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Fixed Charge Coverage Ratio will only Participant shall not be tested (a) upon the occurrence of a Trigger Evententitled to receive any greater payment under Section 2.16 or 2.17, as with respect to any participation, than its participating Lender would have been entitled to receive, unless such sale of the last day applicable participation has been consented to by Administrative Borrower in the same manner as required hereunder for an assignment by a Lender and such consent specifically acknowledges the possibility of the Test Period ending immediately prior such greater payments, and then only to the date on which extent such entitlement to receive any greater payment results from a Trigger Event shall have occurred and (b) as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth Change in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders Law that occurs after the beginning of Participant acquired the relevant fiscal quarter and during the Specified Contribution Period, willapplicable participation. Each Lender that sells a participation agrees, at the written direction Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of BorrowerSection 2.19(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be included entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant's interest in the calculation of Consolidated EBITDA solely for Loans or other obligations under this Agreement or any other Loan Document (the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity ContributionParticipant Register”); provided thatthat no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Commitments, (ALoans, Letters of Credit or its other obligations under this Agreement) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in each trailing four fiscal quarter period, there registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be at least one fiscal quarter conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in respect the Participant Register as the owner of which such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no Specified Equity Contribution responsibility for maintaining a Participant Register.” (v) In Section 9.04(c)(ii) of the Existing Credit Agreement, the text “Section 2.17(e)” is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance hereby deleted and replaced with the covenant set forth in this text “Section 7.122.17(f)”. (w) The following text is hereby added to the end of the first sentence of Section 10.01 of the Existing Credit Agreement: “; provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Loan Guarantor of (Cor grant of security interest by any Loan Guarantor to support, as applicable) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, Excluded Swap Obligations of such Specified Equity Contributions shall be disregarded for all other purposes, including Loan Guarantor for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds obligations of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution Loan Guarantor)” (x) The following is made; provided that hereby added as a new Section 10.13 to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term of the Initial Revolving Facility.Credit Agreement:

Fixed Charge Coverage Ratio. The Borrower will not permit its Permit the Fixed Charge Coverage Ratio for any Test Period following Ratio, as of the Closing Date end of each of its fiscal quarters, ending on such date, to be lower less than 1.00 3.00 to 1.00; provided that such on no more than two (2) occasions during the term of this Agreement, the Borrower may elect to decrease the minimum Fixed Charge Coverage Ratio will only be tested to 2.75 to 1.00 for an Adjusted Covenant Period so long as (ai) upon the occurrence Borrower shall have provided the Administrative Agent with written notice (for distribution to the Lenders) of a Trigger Event, as of its intention to effect such decrease the last day of the Test Period ending immediately minimum Fixed Charge Coverage Ratio permitted under this Section 6.13 at least five (5) days prior to the date on that the financial statements for such fiscal quarter in which a Trigger Event shall have occurred such Qualified Acquisition is consummated are due to be delivered to the Administrative Agent pursuant to Section 5.04 and (bii) as the Fixed Charge Coverage Ratio at the time of and after giving effect (including giving effect on a Pro Forma Basis) to such Qualified Acquisition shall be greater than 2.75 to 1.00; provided, however, that it is understood and agreed that after the Adjusted Covenant Period has ended, the minimum Fixed Charge Coverage Ratio permitted under this Section 6.13 shall revert to 3.00 to 1.00 until the Borrower elects another Adjusted Covenant Period in accordance with this Section; provided, further, that the Borrower shall be entitled to elect consecutive Adjusted Covenant Periods, subject only to satisfaction of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant conditions set forth in this Section 7.12, 6.13 (iincluding that not more than two (2) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction Adjusted Covenant Periods may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made elected during the term of this Agreement); provided, further, that the Initial Revolving FacilityBorrower shall only be permitted to elect an Adjusted Covenant Period with respect to this Section 6.13 at times that it has elected an Adjusted Covenant Period with respect to Section 6.12.

Fixed Charge Coverage Ratio. The Borrower During any FCCR Test Period, the Loan Parties will not permit its the Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested (a) upon the occurrence of a Trigger Event, as of the last day of the Test Period ending immediately prior to the date on which a Trigger Event shall have occurred and (b) determined as of the last day of each period of twelve consecutive fiscal months of Holdings ending during such FCCR Test Period thereafter until such Trigger Event is no longer continuingPeriod, to be less than 1.00 to 1.00. For the purpose purposes of determining compliance with the covenant set forth in this Section 7.126.12 (the “Financial Covenant”), (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity InterestsCapital Stock) (such other equity to be on terms reasonably acceptable to the Administrative Agent)) made to the BorrowerHoldings, directly or indirectly, by one or more of its equityholders stockholders after the beginning of the relevant fiscal quarter month and during on or prior to the Specified Contribution Periodday that is ten (10) Business Days after the day on which financial statements are required to be delivered for such fiscal month pursuant to Section 5.01(a) or 5.01(b), as applicable, (the “Cure Expiration Date”) will, at the written direction of BorrowerHoldings, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 Financial Covenant at the end of such fiscal quarter where the Specified Equity Contribution is made, month and applicable subsequent periods which includes include such fiscal quarter month (and shall not be included in the calculation of Consolidated EBITDA for any other purpose) (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, that (A) in each trailing four fiscal quarter period, there shall be at least one no more than two (2) fiscal quarter months in each twelve (12) consecutive fiscal month period in respect of which no a Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower Holdings to be in compliance with the covenant set forth in this Section 7.12Financial Covenant, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term of this Agreement, (D) all Specified Equity Contributions shall be disregarded in the Initial Revolving Facilitycalculation of Consolidated EBITDA for purposes of determining any financial ratio-based conditions or any baskets with respect to any other covenants contained in this Agreement and (E) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for purposes of determining compliance with the Financial Covenant for the fiscal month in respect of which such Specified Equity Contribution is made and all applicable subsequent period which include such fiscal month. If, after the making of the Specified Equity Contribution and the recalculations of Consolidated EBITDA pursuant to the preceding paragraph, Holdings shall then be in compliance with the Financial Covenant, Holdings shall be deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date. Neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to Article VII, the other Loan Documents or applicable law prior to the Cure Expiration Date solely on the basis of an Event of Default having occurred and continuing under this Section 6.12 (except to the extent that the Borrower Representative has confirmed in writing that it does not intend to provide a Specified Equity Contribution).

Fixed Charge Coverage Ratio. The Borrower will not permit its Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested (a) upon the occurrence of During any period commencing on a Trigger Event, as of the last day of the Test Period ending immediately prior to the date (each a “Commencement Date”) on which a Trigger Event shall have occurred and (b) as Availability is less than the greater of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis 15% of the Total Commitment and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made$120,000,000, and applicable subsequent periods continuing until any later date on which includes Availability shall have exceeded such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be threshold for at least one fiscal quarter in respect of which no Specified Equity Contribution is made30 consecutive days, (B) the amount of Loan Parties will not at any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with time permit the Fixed Charge Coverage Ratio for the fiscal quarter Test Period in which such Specified Equity Contribution is made; provided that effect at any time (including, for the avoidance of doubt, the Test Period in effect on the applicable Commencement Date) to be less than 1.10 to 1.00. (b) The Company will not fail to deliver to the extent such proceeds are applied to prepay Total Funded DebtAdministrative Agent (i) at the time the Borrowing Base Certificate is delivered in respect of each fiscal month of the Company, such reduction may be given effect in determining compliance with a certificate (“Monthly Certificate”) signed by a Financial Officer of the Company setting forth reasonably detailed calculations of the Fixed Charge Coverage Ratio for the Test Period ending on subsequent Compliance Dates the last day of such fiscal month, and (Eii) at the time any financial statements are delivered pursuant to Section 5.01(a) or 5.01(b), a certificate (“Quarterly Certificate”) signed by a Financial Officer of the Company setting forth setting forth reasonably detailed calculations of the Fixed Charge Coverage Ratio for the Test Period ending on the last day of the fiscal period covered by such financial statements (which calculations shall augment the calculations, if any, previously provided in respect of such period under clause (i)); provided that, unless the Company shall have delivered the Monthly Certificate or Quarterly Certificate when required pursuant to this Section 6.12(b) for the Test Period then in effect, (1) no more than five (5) Specified Equity Contributions shall Borrowing may be made during (other than a deemed Borrowing under Section 2.18(d)), and no Letter of Credit may be issued, amended, renewed or extended if after giving effect thereto Availability would be less than the term greater of (x) 15% of the Initial Revolving Facility.Total Commitment and (y) $120,000,000, and (2) no action may be taken that requires that the Fixed Charge Coverage Ratio for such Test Period be at least 1.10 to 1.00 or some higher required ratio; provided further that no Default or Event of Default shall arise as a result of any action taken or omitted to be taken in reliance on calculations set forth in any Monthly Certificate or Quarterly Certificate delivered pursuant to this Section 6.12 in respect of any Test Period that showed the Fixed Charge Coverage Ratio to be not less than 1.10 to 1.00 or such higher required ratio as may be applicable notwithstanding that the augmenting calculations in any subsequent Quarterly Certificate in respect of such Test Period show that the Fixed Charge Coverage Ratio was in fact less than 1.10 to 1.00 or such higher required ratio as may be applicable so long as the difference is due solely to fiscal quarter-end or fiscal year-end adjustments (it being understood, for the avoidance of doubt, that this proviso is not intended to prevent the occurrence of an Event of Default arising under paragraph (a) above notwithstanding that the failure to meet the 1.10 to 1.00 test or such higher required ratio as may be applicable may be due to the effect of such adjustments)

Fixed Charge Coverage Ratio. The Borrower will In the event the average daily balance of the Revolving Outstandings exceeds $225,000,000.00 during any 30 day period ending during any Fiscal Quarter, not permit its Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested (a) upon the occurrence of a Trigger Event, as of the last day of the Test Period ending immediately prior to the date on which a Trigger Event shall have occurred and (b) as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio from the Computation Period ending on the last day of such Fiscal Quarter to be less than 1.0 to 1.0." 4. Amended Annex “A” and Exhibit “B” each in the form attached to this Fifth Amendment as Annex “A” and Exhibit “B”, respectively, are hereby made a part of the Credit Agreement in substitution and replacement of their counterparts which were last attached thereto. 5. The effectiveness of this Fifth Amendment (the “Amendment Effective Date”) is subject to the satisfaction of all of the following conditions precedent: (a) Lenders shall have accepted this Fifth Amendment in the spaces provided for that purpose below. (b) The Guaranty and Collateral Agreement shall have been reaffirmed by the existing Guarantors and Grantors, by execution and delivery of a Reaffirmation Agreement in a form acceptable to the Agent. (c) The Company shall have paid to the Administrative Agent for the fiscal quarter ratable benefit of the Lenders, on or before the Amendment Effective Date, the Amendment Fee set fourth in which such Specified Equity Contribution is made; provided that certain Fee Letter from the Administrative Agent to the extent such proceeds are applied to prepay Total Funded DebtCompany dated December 10, such reduction may 2007. (d) The Lenders shall have received from the Company new Notes in the amount of $250,000,000 executed in connection with this Fifth Amendment. (e) The Obligors shall be given effect in determining full compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates terms of the Credit Agreement and other Loan Documents and no Event of Default or Default shall have occurred or be continuing before or after giving effect to this Fifth Amendment. (f) Each Loan Party shall have delivered: (A) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of this Fifth Amendment and the other Loan Documents to which it is party; and (EB) no more than five signature and incumbency certificates of its officers executing this Fifth Amendment and other Loan Documents (5it being understood that the Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) Specified Equity Contributions as being in full force and effect without modification. (g) All other legal matters incident to the execution and delivery hereof or contemplated hereby, including the delivery of all additional or ancillary documentation reasonably requested by Agent, shall be made during completed and satisfactory to the term Lenders and their respective counsels. Upon the Amendment Effective Date, the Lenders shall cancel and return to the Company the Notes which were originally delivered to them by the Company at the closing of the Initial Revolving FacilityFourth Amendment to the Credit Agreement. If the Amendment Effective Date shall not have occurred on or before December 15, 2007 this Fifth Amendment shall be null and void and of no further effect. Upon receipt by Company before or after the Effective Date of one or more invoices from Agent for expenses relating to this Fifth Agreement, the Company agrees to promptly pay such invoices. 6. In order to induce the Lenders to execute and deliver this Fifth Amendment, the Company hereby represents to the Lenders that immediately after giving effect to this Fifth Amendment, each of the representations and warranties by Company set forth in Section 9 of the Credit Agreement (except those representations that relate expressly to an earlier date) are and shall be true and correct (except that the representations contained in Section 9.4 shall be deemed to refer to the most recent financial statements of the Company delivered to Lenders pursuant to Section 10.1 of the Credit Agreement) and that Company and the Subsidiaries are and shall be in full compliance with the terms of the Credit Agreement as so amended and the Loan Documents. 7. This Fifth Amendment shall not be deemed a waiver of any term or condition of the Credit Agreement, each of which remain unchanged and in full force and effect. Nothing herein shall be construed as a consent to any transactions contemplated or anticipated by Company, for which Company shall need specific consent and the approval from the Lenders, all as is provided in the Credit Agreement. Nothing herein shall require Agent or any Lender to give any further consents or to provide or extend any credit facilities other than those currently set forth in the Credit Agreement as amended by this Fifth Amendment. 8. This Fifth Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed shall be an original but all of which shall constitute one and the same instrument. Except as specifically waived or amended hereby, all of the terms and conditions of the Credit Agreement shall stand and remain unchanged and in full force and effect. The Credit Agreement, as amended hereby and all rights and powers created thereby and thereunder or under any other Loan Documents are in all respects ratified and confirmed. No reference to this Fifth Amendment need be made in any note, instrument or other document making reference to the Credit Agreement, any reference to the Credit Agreement in any such note, instrument or other document (including, without limitation, the Loan Documents) to be deemed to be a reference to the Credit Agreement as amended hereby. 9. This Fifth Amendment shall be binding upon and enure to the benefit of the Lenders and the Company and their successors and assigns. 10. This Fifth Amendment shall be construed and governed by and in accordance with the laws of the State of Illinois (without regard to principles of conflicts of laws).

Fixed Charge Coverage Ratio. The Borrower will not permit its Fixed Charge Coverage Ratio for any Test Period shall not, as of each quarter end in which the Average Excess Availability is less than $3,000,000 and at all times following the Closing Date to be lower than 1.00 to 1.00; provided occurrence of an Event of Default, on a cumulative basis for that such Fixed Charge Coverage Ratio will only be tested fiscal year, permit the ratio of (a) EBITDA to (b) Fixed Charges to be less than 1.0 to 1.0. (r) In Section 12.1, the "Renewal Date" in subsection (a) is extended to the date five (5) years from the date of the Agreement. 5. Each and every reference to the Agreement in the other Financing Agreements shall be deemed to refer to the Agreement, as modified by this Fifth Amendment. 6. The effectiveness of this Fifth Amendment is subject to satisfactory compliance with conditions precedent requiring that Lender shall have received: (a) copies of the final executed documents (i) evidencing and securing the 10% Senior Secured Notes due August 31, 2010, and (ii) pertaining to the Asset Purchase and the Stock Purchase, including, without limitation, the subordination agreement in Lender's favor with respect to the Acquisition Financing, all in form and substance satisfactory to Lender; (b) satisfactory results of all Lender's due diligence with respect to the assets of New Borrower; (c) evidence, in form and substance satisfactory to Lender, that Lender has valid perfected and first priority security interests in and liens upon the occurrence Collateral furnished by New Borrower; (d) all requisite corporate action and proceedings in connection with this Fifth Amendment and the other Financing Agreements shall be satisfactory in form and substance to Lender, and Lender shall have received all information and copies of all documents, including records of requisite corporate action and proceedings which Lender may have requested in connection therewith, such documents where requested by Lender or its counsel to be certified by appropriate officers or governmental authorities; (e) Lender shall have received, in form and substance satisfactory to Lender, all consents, waivers, acknowledgments and other agreements from third persons which Lender may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the Collateral furnished by New Borrower or to effectuate the provisions or purposes of the Agreement and the other Financing Agreements, including acknowledgments by lessors, mortgagees and warehousemen of Lender’s security interests in the Collateral, waivers by such persons of any security interests, liens or other claims by such persons to the Collateral and agreements permitting Lender access to, and the right to remain on, the premises to exercise its rights and remedies and otherwise deal with the Collateral; (f) Lender shall have received evidence of insurance and loss payee endorsements required under the Agreement and under the other Financing Agreements, in form and substance satisfactory to Lender, and certificates of insurance policies and/or endorse-ments naming Lender as loss payee; (g) an executed guarantee agreement from Xxxxxxxxx Realty, Inc. for the Obligations, in form and substance acceptable to Lender; (h) current certificates of good standing for New Borrower from the Secretary of State of Texas; (i) current Articles of Incorporation and certified By-laws for New Borrower; (j) the written opinion of counsel for New Borrower, in form and substance acceptable to Lender; and (k) such additional documents, instruments and agreements as are required hereunder as well as those which Lender or its counsel may reasonably request. 7. As partial consideration for Lender adding New Borrower as a Trigger Eventco-borrower under the Revolving Loans, and amending the Agreement as provided above, Lender has fully earned a nonrefundable facility fee in the amount of Fifty Thousand Dollars ($50,000) which shall be paid to Lender simultaneously with the execution of this Fifth Amendment, irrespective of any actual further funding under the Revolving Loans. 8. Borrower represents and warrants to Lender that, except as has been otherwise disclosed to Lender in writing, the representations and warranties contained in the Agreement and all related loan documentation are true and correct on and as of the last day date hereof (with the same force and effect as if made on and as of the Test Period ending immediately prior date hereof, other than representations and warranties made as of a specific date which shall be deemed made as of such date) and with respect to this Fifth Amendment and the date on which a Trigger related documentation referenced herein, and that no Default or Event of Default shall have occurred and (b) as of the last day of each Test Period thereafter until such Trigger Event is no longer be continuing. For the purpose Specifically, Original Borrower represents and warrants that its Articles of determining compliance with the covenant set forth in this Section 7.12Incorporation and Bylaws, (i) all calculations shall be certified on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equitySeptember 26, Qualified Equity Interests 2002 were not amended on or other equity (other than Disqualified Equity Interests) (such other equity subsequent to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been madetheir aforesaid certification date, other than the July 23, 2003 amendment to Articles of Incorporation increasing the number of authorized shares of common stock from 20,000,000 to 50,000,000 shares, and Second Borrower represents and warrants that its Certificate of Incorporation and Bylaws, certified on February 18, 2005 were not amended on or subsequent to their aforesaid certification date. 9. Borrower acknowledges and confirms that all Collateral furnished in connection with the Agreement, except patents, continue to secure the Obligations and indebtedness thereunder, as set forth above hereby modified. 10. Borrower and Obligor each hereby release and forever discharge Lender and each and every one of its directors, officers, employees, representatives, legal counsel, agents, parents, subsidiaries and affiliates, and persons employed or engaged by them, whether past or present (hereinafter collectively referred to as the "Lender Releasees"), of and from all actions, agreements, damages, judgments, claims, counterclaims, and demands whatsoever, liquidated or unliquidated, contingent or fixed, determined or undetermined, at law or in equity, which Borrower or Obligor, had, now has, or may have against the Lender Releasees, or any of them, for, upon or by reason of any matter, cause or thing whatsoever to the date of this paragraphFifth Amendment, such Specified Equity Contributions whether arising out of, related to or pertaining to the Obligations, the Financing Agreements, or otherwise, including, without limitation, the negotiation, closing, administration, and funding of the Obligations or the Financing Agreements. Borrower and Obligor each acknowledges that this provision is a material inducement for Lender entering into this Fifth Amendment and this provision shall be disregarded survive payment in full of all Obligations and termination of all Financing Agreements. 11. Borrower shall pay all out-of-pocket expenses incurred by Lender in connection with the preparation for and closing of the transaction contemplated under this Fifth Amendment, including, without limitation, the fees and expenses of special counsel for Lender. In addition, Borrower shall pay any and all taxes (together with interest and penalties, if any, applicable thereto) and fees, including, without limitation, documentary stamp taxes, now or hereafter required in connection with the execution and delivery of the Agreement, as hereby amended, and all related documents, instruments and agreements. 12. Except as expressly modified herein, all terms and provisions of the Agreement, and all other purposesdocuments, including for purposes instruments and agreements executed and/or delivered in connection with the Agreement, shall remain unchanged and in full force and effect; provided, however, in the event of determining any financial ratio-based conditionsinconsistency, pricing incongruity or any baskets conflict between the terms of the Agreement and the terms of this Fifth Amendment, the terms of this Fifth Amendment shall govern and control. No consent of Lender hereunder shall operate as a waiver or continuing consent with respect to any instance or event other covenants than those specified herein. Neither this Fifth Amendment nor any earlier waiver or amendment of the Agreement will constitute a novation or have the effect of discharging any liability or obligation evidenced by the Agreement or any related document. This Fifth Amendment shall not be deemed to prejudice any rights or remedies which Lender may now have or may have in the future under or in connection with the Agreement or the Financing Agreements or any of the instruments or agreements referred to therein, as the same may be amended, restated or otherwise modified. This Fifth Amendment is part of the Agreement and constitutes a Financing Agreement thereunder. 13. All covenants, agreements, representations and warranties contained in this Agreement, (D) there herein shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that binding upon and inure to the extent such proceeds are applied benefit of the parties hereto, their respective successors and assigns, except that Borrower shall not have the right to prepay Total Funded Debt, such reduction assign its rights hereunder or any interest herein without the prior written consent of Lender. 14. This Fifth Amendment may be given effect executed in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates any number of counterparts and (E) no more than five (5) Specified Equity Contributions by different parties hereto in separate counterparts, each of which, when so executed, shall be made during deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the term same agreement. 15. This Fifth Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the Initial Revolving FacilityState of Florida, without giving effect to its conflict of law principles. 16. LENDER, BORROWER AND OBLIGOR EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS FIFTH AMENDMENT OR THE AGREEMENT AND ANY AGREEMENT, DOCUMENT OR INSTRUMENT EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER ENTERING INTO THIS FIFTH AMENDMENT.

Fixed Charge Coverage Ratio. The Borrower will not permit its Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested (a) upon the occurrence of a Trigger Event, as of the last day of the Test Period ending immediately prior to the date on which a Trigger Event shall have occurred and (b) as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term of the theany Initial Revolving Facility.

Fixed Charge Coverage Ratio. The Borrower will not permit its As of the end of each fiscal quarter, there shall be maintained a Fixed Charge Coverage Ratio for any Test Period following of at least: For fiscal quarters ending prior to May 31, 1996 1.5:1.0 From the Closing Date fiscal quarter ending May 31, 1996 through the fiscal quarter ending February 28, 1997 1.25:1.0 For fiscal quarters ending after February 28, 1997 1.5:1.0 5. new Schedule 2.1(d) is added to be lower the Credit Agreement in the form attached hereto. B. The Company and the Borrower hereby certify that as of the date hereof: (i) the representations and warranties contained in the Credit Agreement (other than 1.00 those which expressly relate to 1.00a prior period) are true and correct in all material respects; provided that such Fixed Charge Coverage Ratio will only be tested and (ii) No Default or Event of Default currently exists and is continuing. C. The effectiveness of this First Amendment is conditioned upon receipt by the Administrative Agent of the following: (a) upon copies of this First Amendment executed by the occurrence of a Trigger EventCompany, as of the last day of Borrower and the Test Period ending immediately prior to the date on which a Trigger Event shall have occurred and Required Lenders; (b) as copies of resolutions of the last day Company and the Borrower approving the terms, and authorizing execution and delivery, of each Test Period thereafter until this First Amendment; (c) legal opinions of counsel to the Company and the Borrower regarding the enforceability of this First Amendment; and (d) an amendment fee of $100,000 (representing 2.5 b.p. on the total aggregate Revolving Committed Amount)for the ratable benefit of the Lenders. D. The Company joins in the execution of this First Amendment for purposes, among other things, of acknowledging and consenting to the terms of this First Amendment and reaffirming its guaranty obligations under the Credit Agreement, as amended hereby. E. The Company and the Borrower will execute such Trigger Event is no longer continuing. For additional documents as are reasonably requested by the purpose Administrative Agent to reflect the terms and conditions of determining compliance this First Amendment. F. Except as modified hereby, all of the terms and provisions of the Credit Agreement (and Exhibits) remain in full force and effect. G. The Company and the Borrower agree to pay all reasonable costs and expenses in connection with the covenant set forth preparation, execution and delivery of this First Amendment, including without limitation the reasonable fees and expenses of Moore & Van Allen, PLLC. H. This First Amendment may be executed in this Section 7.12xxx numxxx xx xounterparts, (i) all calculations each of which when so executed and delivered shall be on a Pro Forma Basis deemed an original and (ii) any cash equity contribution (which equity it shall not be necessary in making proof of this First Amendment to produce or account for more than one such counterpart. I. This First Amendment and the Credit Agreement, as amended hereby, shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity deemed to be on terms reasonably acceptable to contracts made under, and for all purposes shall be construed in accordance with, the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning laws of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction State of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term of the Initial Revolving FacilityNorth Carolina.

Fixed Charge Coverage Ratio. The Commencing on the date which is six (6) months after the Closing Date and continuing until the termination of all of the Commitments and the payment in full of the Obligations, during any Covenant Testing Period, each Borrower covenants and agrees that Borrowers will not permit its maintain a Fixed Charge Coverage Ratio Ratio, calculated based on the most recent financial statements delivered pursuant to Section 5.12 for any Test Period following each 12 month period ending on the Closing Date to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested (a) upon the occurrence of a Trigger Event, as of the last first day of the Test any Covenant Testing Period ending immediately prior to the date on which a Trigger Event shall have occurred and (b) as of the last day of each Test fiscal month occurring until the end of any Covenant Testing Period thereafter until (including the last day thereof), in each case of at least 1.00 to 1.00. EXHIBIT D-1 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 2, 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such Trigger Event is no longer continuingcapacity, together with its successors and assigns in such capacity, “Agent”), MONTANA RENEWABLES HOLDINGS LLC, a Delaware limited liability company (“Parent”), MONTANA RENEWABLES, LLC, a Delaware limited liability company (“Montana”), and each lender and issuing bank from time to time party thereto. For Pursuant to the purpose provisions of determining compliance with Section 16.2 of the covenant set forth in this Section 7.12Credit Agreement, the undersigned hereby certifies that (i) all calculations shall be on a Pro Forma Basis it is the sole record and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interestsbeneficial owner of the Loan(s) (as well as any Note(s) evidencing such other equity to be on terms reasonably acceptable to the Administrative AgentLoan(s)) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution it is madeproviding this certificate, (Bii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC, (iii) it is not a “10 percent shareholder” of any Borrower within the meaning of Section 871(h)(3)(B) of the IRC, and (iv) it is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC. The undersigned has furnished the Agent and the Borrower with a certificate of its non- U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the amount undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By:_________________________________ Name: Title: Date: ________ __, 20[ ] EXHIBIT D-2 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 2, 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), MONTANA RENEWABLES HOLDINGS LLC, a Delaware limited liability company (“Parent”), MONTANA RENEWABLES, LLC, a Delaware limited liability company (“Montana”), and each lender and issuing bank from time to time party thereto. Pursuant to the provisions of Section 16.2 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC, (iii) it is not a “10 percent shareholder” of any Specified Equity Contribution Borrower within the meaning of Section 871(h)(3)(B) of the IRC and (iv) it is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall be no greater than promptly so inform such Lender in writing, and (2) the amount required to cause undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the Borrower calendar year in which each payment is to be made to the undersigned, or in compliance either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By:_________________________________ Name: Title: Date: ________ __, 20[ ] EXHIBIT D-3 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 2, 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), MONTANA RENEWABLES HOLDINGS LLC, a Delaware limited liability company (“Parent”), MONTANA RENEWABLES, LLC, a Delaware limited liability company (“Montana”), and each lender and issuing bank from time to time party thereto. Pursuant to the covenant set forth provisions of Section 16.2 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the IRC, (iv) none of its direct or indirect partners/members is a “10 percent shareholder” of any Borrower within the meaning of Section 871(h)(3)(B) of the IRC and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By:_________________________________ Name: Title: Date: ________ __, 20[ ] EXHIBIT D-4 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 2, 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), MONTANA RENEWABLES HOLDINGS LLC, a Delaware limited liability company (“Parent”), MONTANA RENEWABLES, LLC, a Delaware limited liability company (“Montana”), and each lender and issuing bank from time to time party thereto. Pursuant to the provisions of Section 7.1216.2 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (Cii) during its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any fiscal quarter in which a Specified Equity Contribution has been madeNote(s) evidencing such Loan(s)), other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other covenants contained Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the IRC, (iv) none of its direct or indirect partners/members is a “10 percent shareholder” of any Borrower within the meaning of Section 871(h)(3)(B) of the IRC and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC. The undersigned has furnished the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this Agreementcertificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (D2) there the undersigned shall be no Pro Forma Effect or other reduction have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in Indebtedness, including Total Funded Debt, with either the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter calendar year in which such Specified Equity Contribution each payment is made; provided that to be made to the extent such proceeds are applied to prepay Total Funded Debtundersigned, such reduction may be given effect or in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term either of the Initial Revolving Facility.two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By:_________________________________ Name: Title: Date: ________ __, 20[ ]

Fixed Charge Coverage Ratio. The Borrower will not permit (a) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period then ending: $[ , , ] (b) Consolidated Capital Expenditures:6 $[ , , ] (c) aggregate amount of Taxes on the overall net income of the Company and its Restricted Subsidiaries and actually paid in cash during such four-Fiscal Quarter period: $[ , , ] (d) Consolidated Fixed Charges for such four-Fiscal Quarter period: $[ , , ] (e) Fixed Charge Coverage Ratio for [(Item 5(a) – Item 5(b) – Item 5(c)) / Item 5(d)]: . :1.00 Relevant four-Fiscal Quarter period: 1.00:1.00 6 Excluding, without duplication, the Acquisition and any Test Period following other Consolidated Capital Expenditures, to the Closing extent financed with any equity proceeds, Capital Stock, or Indebtedness (other than with proceeds of Revolving Loans and Swing Line Loans). This Assignment and Assumption Agreement (this “Assignment”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of such [Assignees][and Assignors] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Revolving Credit Agreement identified below (as it may be lower than 1.00 amended, restated, amended and restated, supplemented and/or otherwise modified from time to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested (a) upon time, the occurrence “Revolving Credit Agreement”), receipt of a Trigger Eventcopy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the][each] Assignee, and [the][each] Assignee hereby irrevocably purchases and assumes from [the][each] Assignor, subject to and in accordance with the Standard Terms and Conditions and the Revolving Credit Agreement, as of the last day Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of [the][each] Assignor’s rights and obligations under the Revolving Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Test Period ending immediately prior [respective] Assignor’s outstanding rights and obligations under the Total Commitment identified below (including Letters of Credit and Swing Line Loans) ([the][each, an] “Assigned Interest”). [Each][Such] sale and assignment is without recourse to the date on which a Trigger Event shall have occurred and (b) [the][any] Assignor and, except as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth expressly provided in this Section 7.12Assignment and the Revolving Credit Agreement, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equitywithout representation or warranty by [the][any] Assignor. 1. Assignor: 2. Assignee: 3. Borrower: REV GROUP, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the INC. 4. Administrative Agent) made to : ALLY BANK, as the Borrower, directly or indirectly, by one or more of its equityholders after administrative agent under the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Revolving Credit Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term of the Initial Revolving Facility.

Fixed Charge Coverage Ratio. The Borrower will not permit its the ratio of the sum of their Consolidated EBITDA plus rent and operating lease expense, less the sum of dividends and distributions and Capital Expenditures (other than Capital Expenditures financed with purchase money indebtedness or capital leases to the extent permitted hereunder) to their Consolidated Total Fixed Charge Coverage Ratio for any Test Period following the Closing Date Charges to be lower less than 1.00 to 1.00; provided 1.00 for the twelve month period ending March 31, 2009, or to be at any time less than 1.10 to 1.00 for the twelve month period ending June 30, 2009, or any twelve month period thereafter, tested at the end of each fiscal quarter for the preceding twelve month period, tested at the end of each fiscal quarter, beginning with the quarter ending March 31, 2009.” 6. The parties acknowledge that Section 2.1. of the Agreement, as changed by this Amendment, provides for a revolving credit facility to the Borrowers in the amount of Two Million Dollars ($ 2,000,000.00) to be evidenced by the Revolving Credit Promissory Note dated of even date herewith in the form attached hereto as Exhibit B-1. Exhibit B to the Loan Agreement is hereby amended in the form of Exhibit B-1 in the form attached hereto and incorporated herein as if fully rewritten herein. The Borrowers hereby agrees that it will, contemporaneous with the execution of this Amendment, execute and deliver to the Bank a Revolving Credit Promissory Note in the form of Exhibit B-1, representing the Borrowers’ borrowings under the revolving credit facility set forth in Section 2.1. of the Agreement. 7. This Amendment is effective as of January 31, 2009. Except as herein specifically amended, directly or by reference, all provisions of the Loan Agreement and the Loan Documents are ratified and confirmed and remain in full force and effect. The Borrowers and the Bank hereby agree to continue all liens and security interests securing the indebtedness of the Borrowers under the Loan Agreement and the Loan Documents, until such Fixed Charge Coverage Ratio will only indebtedness as may be tested modified herein, and any and all related promissory notes have been fully paid. The parties hereto further agree that this Amendment shall in no manner affect or impair the liens and security interests evidenced by the Loan Agreement and/or any other instruments evidencing, securing, or related to the Borrowers’ obligations to the Bank. The Borrowers hereby acknowledges that all liens and security interests securing such obligations are valid and subsisting. 8. The Borrowers hereby represent and warrant to Bank that (a) each Borrower has the legal power and authority to execute and deliver this Amendment; (b) the official(s) executing this Amendment has been duly authorized to execute and deliver the same and bind Borrowers with respect to the provisions hereof; (c) the execution and delivery hereof by Borrowers and the performance and observance by Borrowers of the provisions hereof do not violate or conflict with the organizational agreements of either Borrower or any law applicable to either Borrower or result in a breach of any provisions of or constitute a default under any other agreement, instrument, or document binding upon or enforceable against either Borrower; (d) this Amendment constitutes a valid and binding obligation of the occurrence Borrowers in every respect. 9. In consideration of a Trigger Eventthis Amendment, Borrowers hereby releases and discharges the Bank and its shareholders, directors, officers, employees, attorneys, affiliates, and subsidiaries from any and all claims, demands, liability, and causes of action whatsoever, now known or unknown, arising out of or in any way related to the extension or administration of the Loans, the Loan Agreement, or any of the other Loan Documents, except for fraud, deceit or willful misconduct on the part of Bank. 10. The Borrowers covenant and agree (a) to pay the balance of any principal, together with all accrued interest, as specified above in connection with any promissory note executed and evidencing any indebtedness incurred in connection with the Agreement, as modified by this Amendment, and (b) to perform and observe covenants, agreements, stipulations, and conditions on its part to be performed hereunder or under the Loan Agreement or any of the last day other Loan Documents. 11. The Borrowers hereby declare that neither Borrower has no set offs, counterclaims, defenses, or other causes of action against the Bank arising out of the Test Period ending immediately Loan Agreement or any of the other Loan Documents, and to the extent any such set offs, counterclaims, defenses, or other causes of action may exist, whether known or unknown, such items are hereby waived by the Borrowers. 12. In consideration of this Amendment, Borrowers shall pay the Bank on or prior to the date on which hereof a Trigger Event shall have occurred and (b) as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth facility fee in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution $ 7,500.00 and pay the Bank’s outside legal fees in connection herewith, all of which fees shall be no greater than payable upon the amount required execution of this Amendment. 13. Each reference that is made in the Loan Agreement or any of the Loan Documents shall hereafter be construed as a reference to cause the Borrower Loan Agreement as amended hereby. This Amendment is a Loan Document as defined in the Loan Agreement. 14. All defined terms not otherwise defined herein shall have the meaning ascribed thereto in the Loan Agreement. 15. This Amendment may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile signature, each of which when so executed and delivered shall be deemed to be in compliance with an original and all of which taken together shall constitute but one and the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions same agreement. 16. The rights and obligations of all parties hereto shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with governed by the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term laws of the Initial Revolving FacilityState of Ohio, without regard to principles of conflicts of laws. All obligations of the Borrowers hereunder are joint and several. 17. JURY TRIAL WAIVER, BORROWER AND BANK WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN BORROWER AND BANK, OR ANY OF THEM, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT, ANY AMENDMENT THERETO, OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY BANK’S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN A NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT BETWEEN BORROWER AND BANK.

Fixed Charge Coverage Ratio. The Borrower will not permit its Cause to be maintained a Fixed Charge Coverage Ratio for Borrowers and their Subsidiaries on a Consolidated Basis of not less than 1.20 to 1.00 for each of Applicable Measurement Periods 1, 4, 5, 6, 7 and for each Applicable Measurement Period 8. In the event that the Loan Parties fail to comply with the requirements of Section 6.5(a) and/or 6.5(b) for any Test Applicable Measurement Period following (“Non-Complying Applicable Measurement Period”), until the Closing Date fifth (5th) Business Day after delivery of the Compliance Certificate for the Non-Complying Applicable Measurement Period (“Cure Right Deadline Date”), and so long as the Loan Parties have notified Agent of their intent to be lower than 1.00 use the Cure Right (defined below) on or before the date of such delivery of the Compliance Certificate (“Notice Deadline Date”), the Loan Parties have the right (the “Cure Right”) to 1.00; increase EBITDA by the Cure Amount (defined below) for purposes of Section 6.5(a) and/or 6.5(b), as applicable, with respect to the Non-Complying Applicable Measurement Period and each other Applicable Measurement Period that includes any portion of the Non-Complying Applicable Measurement Period. provided that such Fixed Charge Coverage Ratio will only be tested that, (a) upon the occurrence Loan Parties have actually received proceeds of a Trigger Event, as an issuance of the last day of the Test Period ending immediately prior to the date on which a Trigger Event shall have occurred and (b) as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) for cash or otherwise has received cash contributions to its capital (such other equity the proceeds thereof being the “Equity Proceeds”) during the Non-Complying Applicable Measurement Period or no later than the Cure Right Deadline Date; (b) the Equity Proceeds are or have previously been remitted to be on terms reasonably acceptable Agent for application to the Administrative AgentObligations as required under Section 2.20(b); (c) made the Equity Proceeds are not less than the greater of (x) the aggregate amount necessary to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included add to EBITDA in the calculation case of Consolidated EBITDA solely a breach of Section 6.5(a) and/or 6.5(b), as applicable to cure the Event of Default arising from failure to comply with Section 6.5(a) and/or 6.5(b), as applicable, for the purposes of determining compliance with Non-Complying Applicable Measurement Period and (y) $500,000 (the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity ContributionCure Amount”); provided that, (Ad) the Cure Right shall not be exercised more than three (3) times during the Term; (e) in each trailing period of four (4) fiscal quarter periodquarters, there shall be at least one two (2) fiscal quarter quarters during which the Cure Right is not exercised; (f) no Default or Event of Default shall have occurred and be continuing after giving effect to the Cure Right; and (g) Borrowers shall have Undrawn Availability of not less than $2,500,000 after giving effect to the Cure Right. If, after giving effect to the addition of the Cure Amount to EBITDA in respect the case of which no Specified Equity Contribution is madea breach of Section 6.5(a) and/or 6.5(b), (B) as applicable, for the amount of any Specified Equity Contribution shall be no greater than Non-Complying Applicable Measurement Period, the amount required to cause the Borrower to be Loan Parties are in compliance with the covenant financial covenants set forth in Section 6.5(a) and/or 6.5(b), as applicable, for the Non-Complying Applicable Measurement Period, the Loan Parties shall be deemed to have satisfied the requirements of Section 6.5(a) and/or 6.5(b), as applicable, for the Non-Complying Applicable Measurement Period with the same effect as though there had been no such failure to comply with Section 6.5(a) and/or 6.5(b), as applicable, and the applicable Default and Event of Default arising therefrom shall be deemed not to have occurred for purposes of this Agreement. The parties hereby acknowledge that the exercise of the Cure Right may not be relied on for purposes of calculating any financial performance calculation or other financial test specified in this Agreement or any Other Document other than compliance with Section 6.5(a) and/or 6.5(b), as applicable, as of the date such compliance is required under this Agreement; provided, that, if a covenant in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph6.5 is the subject of an exercise of the Cure Right, such Specified Equity Contributions Cure Amount shall be disregarded included in EBITDA in the case of a breach of Section 6.5(a) and/or 6.5(b), as applicable, for each Applicable Measurement Period that includes any portion of the Non-Complying Applicable Measurement Period. Upon receipt by Agent of notice, on or prior to the Notice Deadline Date, that the Loan Parties intend to exercise the Cure Right, Agent and the Lenders shall not be permitted to accelerate the Obligations, exercise remedies against the Collateral or exercise any other rights or remedies under this Agreement or the Other Documents on the basis of a failure to comply with the requirements of this Section 6.5 until such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Cure Right Deadline Date; provided, that, a Default shall be deemed to exist under this Agreement for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which until such Specified Equity Contribution failure is made; provided that cured pursuant to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term exercise of the Initial Revolving FacilityCure Right on or prior to the Cure Deadline.

Fixed Charge Coverage Ratio. The Borrower will not permit its At each fiscal quarter end occurring during each period set forth below, have a Fixed Charge Coverage Ratio for any Test greater than or equal to the ratio set forth adjacent to such period: Period following Ratio ------------------------------------------ --------- October 1, 1995 through October 31, 1995 0.65:1.00 November 1, 1995 through January 31, 1996 0.80:1.00 February 1, 1996 through April 30, 1996 1.20:1.00 May 1, 1996 and thereafter 1.50:1.00 5. Section 8.4(f) (viii) of the Closing Date to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested Credit Agreement is amended by (a) upon deleting the occurrence of a Trigger Eventwords "Section 7.11" and inserting in its place "Sections 7.11 and 7.12", as of the last day of the Test Period ending immediately prior to the date on which a Trigger Event shall have occurred and (b) deleting the words "such Section" and inserting in their place the words "such Sections". 6. Sections 1-5 of this Amendment shall not be effective until such time as each of the following conditions precedent shall have been fulfilled: (a) Required Lenders shall have consented to the execution and delivery hereof by the Agent. (b) The Borrower shall have paid to the Agent, for the pro rata account of the Lenders, an amendment fee in the sum of $45,000. (c) All legal matters incident to the execution and delivery of this Amendment shall be reasonably satisfactory to Special Counsel. 7. The Borrower hereby (a) reaffirms and admits the validity and enforceability of all the Loan Documents and its obligations thereunder, (b) agrees and admits that it has no valid defenses to or offsets against any of its obligations to the Agent, the Issuer or the Lenders under the Loan Documents, (c) represents and warrants that, after giving effect hereto, no Default or Event of Default has occurred or is continuing, and (d) agrees to pay the reasonable fees and disbursements of Special Counsel to the Agent incurred in connection with the preparation, negotiation and closing of this Amendment, and (e) represents and warrants that all of the representations and warranties contained in the Loan Documents are true and correct on and as of the last day date hereof. 8. In all other respects, the Agreement and the other Loan Documents shall remain in full force and effect. 9. This Amendment may be executed in any number of counterparts, each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12, (i) all calculations which shall be on a Pro Forma Basis an original and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect all of which no Specified Equity Contribution is made, (B) the amount shall constitute one agreement. It shall not be necessary in making proof of any Specified Equity Contribution shall be no greater than the amount required this Amendment to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded produce or account for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during one counterpart signed by the term of the Initial Revolving Facilityparty against which enforcement is sought. 10. THIS AMENDMENT IS BEING DELIVERED IN AND IS INTENDED TO BE PERFORMED IN THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCEABLE IN ACCORDANCE WITH, AND BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

Fixed Charge Coverage Ratio. The Borrower If Excess Availability shall be less than theSection 7.11 greater of (a) $15,000,000 and (b) 10% of the lesser of (x) the Revolving Credit Commitments and (y) the Borrowing Base (a “Financial Covenant Trigger Event”), the Borrowers will not permit its the Consolidated Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower less than 1.00 1.0 to 1.001.0 as of the immediately preceding fiscal quarter end for which financial statements are available, and as of each subsequent fiscal quarter end thereafter; provided that (i) subject to clause (ii), a breach of such covenant when so tested shall not be cured by a subsequent increase of Excess Availability above the applicable limit set forth above and (ii) if Excess Availability on each day during any period of 30 consecutive calendar days commencing after the date of such Financial Covenant Trigger Event is at least the greater of (a) $15,000,000 and (b) 10% of the lesser of (x) the Revolving Credit Commitments and (y) the aggregate Borrowing Base, the requirement to comply with the Consolidated Fixed Charge Coverage Ratio will only be tested (a) upon the occurrence of shall not apply unless a subsequent Financial Covenant Trigger Event occurs; provided, further, that after any Financial Covenant Trigger Event, as of unless and until the last day of the Test Period ending immediately prior to the date on which a Trigger Event shall have occurred and (b) as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining U.S. Borrower has demonstrated its compliance with the covenant set forth in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio requirement set forth above by delivery to the Administrative Agent of the financial statements for the fiscal quarter quarter, as applicable, specified above and the related Compliance Certificate, the Borrowers shall not be permitted to request any Loans or the issuance, increase, extension or amendment of any Letters of Credit. Accounting Changes. The Borrowers shall not make any change in which such Specified Equity Contribution is madefiscal year; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term of the Initial Revolving Facility.provided,Section

Fixed Charge Coverage Ratio. The Borrower Borrowers and their Subsidiaries will not permit its the Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested (a) upon the occurrence of a Trigger Event, as of the last day of the Test Period ending immediately prior any Fiscal Quarter to the date on which a Trigger Event shall have occurred and (b) as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12, be less than (i) all calculations shall be on a Pro Forma Basis 0.96 to 1.0 for the Fiscal Quarter ending June 30, 2014 and for the Fiscal Quarter ending September 30, 2014, (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity 1.0 to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely 1.0 for the Fiscal Quarter ending December 31, 2014, (iii) 1.04 to 1.0 for the Fiscal Quarter ending March 31, 2015 and for the Fiscal Quarter ending June 30, 2015 and (iv) 1.09 to 1.0 for each Fiscal Quarter ending thereafter. (i) For purposes of determining compliance with the covenant financial covenants set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made7.1, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation determination of Consolidated Adjusted EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing the following items shall be added back to Consolidated Net Income for such four fiscal quarter period, there shall be at least one fiscal quarter to the extent deducted from revenues in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that determination thereof and to the extent such proceeds items arise out of events which are applied directly attributable to prepay Total Funded Debta Subject Transaction, such reduction may be given effect are factually supportable and are expected to have an immediate and a continuing impact: severance costs, retention costs, consultant expenses, closure of facilities, Legacy Costs and other similar restructuring and non-recurring charges incurred in determining compliance connection with the Fixed Charge Coverage Ratio on subsequent Compliance Dates Subject Transaction (such other restructuring and (E) no more than five (5) Specified Equity Contributions non-recurring charges not specifically listed in the preceding phrase to be subject to the approval of the Administrative Agent); provided, however, that Legacy Costs shall be made not exceed $5,000,000 during the term of the Initial Revolving FacilityLoans. (ii) With respect to any rolling four quarter period during which a Subject Transaction has occurred, for purposes of calculating the Fixed Charge Coverage Ratio, Consolidated Adjusted EBITDAR for such four quarter period shall be calculated, to the extent comprised of Consolidated Adjusted EBITDA, by computing Consolidated Adjusted EBITDA for such four quarter period in the manner set forth in Section 7.1(c)(i). (iii) The failure of the Lead Borrower to include a Permitted Acquisition in the pro forma calculations permitted to this Section 7.1 for any four quarter period shall not preclude the Lead Borrower from including such Permitted Acquisition in the calculation for any other four quarter period including the quarter in which such Permitted Acquisition occurred. (iv) The pro forma adjustments calculated pursuant to Section 7.1 shall be set forth and certified by a Responsible Officer.

Fixed Charge Coverage Ratio. The Borrower will not permit its In the event that Availability is less than $20,000,000 at any time (a “Trigger Event”), then as of the date of such Trigger Event and thereafter until such Trigger Event is cured as set forth below, the Consolidated Parties shall be required to maintain a Fixed Charge Coverage Ratio of at least 1.0 to 1.0, measured on a trailing twelve month basis as of the last day of the most recently ended fiscal month for any Test Period which financial statements have been (or were required to be) delivered hereunder and, subject to the following the Closing Date to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested (a) upon the occurrence of a Trigger Eventsentence, as of the last day of the Test Period ending immediately prior to the date on which each subsequent fiscal month. Following a Trigger Event shall have occurred and (b) as of Event, the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity requirement to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance comply with the Fixed Charge Coverage Ratio shall remain in effect unless and until the Borrowers have maintained Availability of at least $20,000,000 for a period of at least 120 consecutive days commencing after the occurrence of such Trigger Event and ending on the last day of a fiscal quarter in month, after which time the requirement to comply with the minimum Fixed Charge Coverage Ratio shall not apply unless a subsequent Trigger Event occurs. If the Obligors fail to deliver financial statements on the due date therefor (without giving effect to any cure periods), such Specified Equity Contribution is made; provided that the Fixed Charge Covenant Ratio cannot be calculated, the Fixed Charge Covenant Ratio shall be deemed to be less than 1.0 to 1.0 until such time as the required financial statements are actually delivered. Notwithstanding anything to the extent such proceeds are applied contrary contained in this Section 7.22, for so long as the Borrowers have not exercised the one-time Financial Covenant Option and, consequently, the Minimum Availability Reserve of $15,000,000 continues to prepay Total Funded Debtexist, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term of the Initial Revolving FacilityConsolidated Parties shall not be tested. If the Borrowers elect to exercise the one-time Financial Covenant Option and, consequently, the Minimum Availability Reserve of $15,000,000 is released, the Fixed Charge Coverage Ratio of the Consolidated Parties shall thereafter be tested as set forth above. (d) By deleting the word “or” from the end of clause (p) of Section 9.1 of the Credit Agreement, by deleting the period (“.”) from the end of clause (q) of Section 9.1 of the Credit Agreement and by substituting in lieu thereof “; or”, and by adding the following new clause (r) to the end of Section 9.1 of the Credit Agreement immediately following existing clause (q):

Fixed Charge Coverage Ratio. The with respect to any period, the ratio of (i) EBITDA for such period minus non-financed Capital Expenditures during such period, to (ii) Fixed Charges for such period, all as determined for Borrower will not permit Representative and its Subsidiaries on a Consolidated basis and in accordance with GAAP. For purposes of making the computation referred to above, Permitted Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP) that have been made by Borrower Representative or any of its Subsidiaries during the four quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the applicable date on which Fixed Charge Coverage Ratio for is tested shall be calculated on a pro forma basis assuming that all such Permitted Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (and the change in any Test Period following associated fixed charge obligations and the Closing Date change in EBITDA resulting therefrom) had occurred on the first day of the four quarter reference period. If since the beginning of such period any Person that subsequently became a Subsidiary or was merged with or into Borrower Representative or any of its Subsidiaries since the beginning of such period shall have made any Permitted Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation that would have required adjustment pursuant to be lower than 1.00 to 1.00; provided that such this definition, then the Fixed Charge Coverage Ratio will only shall be tested calculated giving pro forma effect thereto for such period as if such Permitted Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation had occurred at the beginning of the applicable four quarter period. For purposes of this definition, whenever pro forma effect is to be given to a Permitted Investment, acquisition, disposition, merger, amalgamation or consolidation, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of Borrower Representative or Parent (and may include, for the avoidance of doubt, cost savings, synergies and operating expense reductions resulting from such Permitted Investment, acquisition, merger, amalgamation or consolidation which is being given pro forma effect that have been or are reasonably expected to be realized (collectively the “Pro Forma Synergy Adjustments”)); provided that any Pro Forma Synergy Adjustments shall be limited to those that (a) upon the occurrence of a Trigger Event, are reasonably identifiable and factually supportable as of the last day date of the Test Period ending immediately prior to the date on which a Trigger Event shall have occurred such calculation and (b) as have occurred or are reasonably expected to occur in the twelve months following the applicable date of such calculation, in the reasonable judgment of the last day responsible financial or accounting officer of each Test Period thereafter until Borrower Representative or Parent and, the chief financial officer of Borrower Representative or Parent shall certify the foregoing pursuant to a duly completed certificate signed and delivered to Agent. If any Indebtedness for Money Borrowed bears a floating rate of interest and is being given pro forma effect, the interest on such Trigger Event Indebtedness for Money Borrowed shall be calculated as if the rate in effect on the date the Fixed Charge Coverage Ratio is no longer continuingtested had been the applicable rate for the entire period (taking into account any Derivative Obligations applicable to such Indebtedness for Money Borrowed). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of Borrower Representative or Parent to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the purpose computation referred to above, interest on any Indebtedness for Money Borrowed under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of determining compliance with such Indebtedness for Money Borrowed during the covenant applicable period except as set forth in the first paragraph of this Section 7.12definition. Interest on Indebtedness for Money Borrowed that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as Borrower Representative or Parent may designate. Fixed Charges — with respect to any period, the sum of: (i) all calculations shall scheduled principal payments required to be on a Pro Forma Basis and made during such period in respect to Indebtedness for Money Borrowed (including the principal portion of Capitalized Lease Obligations), plus (ii) Interest Expense for such period, plus (iii) income taxes paid in cash within such period, plus (iv) all Distributions made in cash to Parent or any cash equity contribution (which equity shall be common equitySubsidiary of Parent that is not a Loan Party, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) extent such Distribution was not made to the Borrower, directly permit Parent or indirectly, by one such Subsidiary to pay an expense or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be charge that was otherwise included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of Net Income or Fixed Charges within such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter all as determined for Borrower Representative and its Subsidiaries on a Consolidated basis and in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance accordance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets GAAP. Net Income — with respect to any other covenants contained Person, the net income (loss) of such Person, determined in this Agreement, (D) there shall be no Pro Forma Effect or other accordance with GAAP and before any reduction in Indebtedness, including Total Funded Debt, with the proceeds respect of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term of the Initial Revolving FacilityPreferred Stock dividends.

Fixed Charge Coverage Ratio. The (a) Upon the occurrence and during the continuance of a Compliance Event, the Borrower Agent will not permit its the Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower less than 1.00 to 1.00; provided that such . For the purposes of this Section 6.18, the Fixed Charge Coverage Ratio will only shall be tested (a) upon calculated on the date of the occurrence of a Trigger Eventany Compliance Event and, as of during the continuance thereof, in each case for the last day of the Test Period ending immediately prior for which financial statements have been or are required to the date on which a Trigger Event shall have occurred and be delivered pursuant to Section 5.01(b) or (c). (b) Notwithstanding anything to contrary in this Agreement (including Article 7), upon an Event of Default as a result of the last day of each Test Period Borrower Agent’s failure to comply with Section 6.18(a) above, Holdings shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 15 Business Days after the date that financial statements for such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Fiscal Quarter are required to be delivered pursuant to Section 7.12, 5.01(b) or (ic)) all calculations shall be on a Pro Forma Basis and (ii) any cash to issue equity contribution (which equity shall be common equity, Qualified Equity Interests Capital Stock or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent)) made for Cash or otherwise receive Cash contributions to its common equity, which shall in turn be contributed as Cash common equity to the BorrowerBorrower Agent (the “Cure Amount”), directly or indirectly, by one or more and thereupon the Borrower Agent’s compliance with Section 6.18(a) shall be recalculated giving effect to the following pro forma adjustment: Consolidated Adjusted EBITDA shall be increased (notwithstanding the absence of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included an addback in the calculation definition of “Consolidated EBITDA Adjusted EBITDA”), solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at 6.18(a) hereof, including determining compliance with Section 6.18(a) hereof as of the end of such fiscal quarter where the Specified Equity Contribution is made, Fiscal Quarter and applicable subsequent periods which includes that include such fiscal quarter Fiscal Quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any such equity contribution so included immediate repayment of Indebtedness in connection therewith), the calculation requirements of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (ASection 6.18(a) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect satisfied, then the requirements of which no Specified Equity Contribution is made, (BSection 6.18(a) the amount of any Specified Equity Contribution shall be no greater than deemed satisfied as of the amount required to cause end of the Borrower to be in compliance relevant Fiscal Quarter with the covenant set forth in this Section 7.12same effect as though there had been no failure to comply therewith at such date, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes and the applicable breach or default of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term of the Initial Revolving Facility.Section

Fixed Charge Coverage Ratio. The Borrower will not permit its If during any fiscal quarter ending after January 1, 2008 Excess Availability falls below $10,000,000, the Loan Parties shall maintain, until Excess Availability is equal to or greater than $10,000,000, a Fixed Charge Coverage Ratio for any Test Period following the Closing Date of not less than 1.1 to be lower than 1.00 to 1.00; provided that such 1.0, which Fixed Charge Coverage Ratio will only shall be tested (a) upon calculated based on the occurrence of a Trigger Eventmost recent financial statements, and shall be set forth in the most recent Compliance Certificate, delivered pursuant to Section 9.6. If during the fiscal quarter ended December 31, 2007 Excess Availability falls below $10,000,000, the Loan Parties shall maintain, as of the last day end of the Test Period ending immediately prior to the date on which a Trigger Event shall have occurred such fiscal quarter and (b) as of the last day of each Test Period thereafter until such Trigger Event Excess Availability is no longer continuingequal to or greater than $10,000,000, a Fixed Charge Coverage Ratio of not less than 1.1 to 1.0, which Fixed Charge Coverage Ratio shall be calculated based on the most recent financial statements, and shall be set forth in the most recent Compliance Certificate, delivered pursuant to Section 9.6. For Notwithstanding the purpose above, the parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance with the covenant set forth in this Section 7.129.16, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, equity or Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative AgentPreferred Stock) made to the Borrower, directly or indirectly, Parent by one or more of its equityholders the Sponsor after the beginning end of the relevant a fiscal quarter and during on or prior to the Specified Contribution Period, day that is ten (10) Business Days after the day on which compliance with this Section 9.16 is tested for such fiscal quarter will, at the written direction request of Borrowerthe Company, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in this Section 7.12 contained herein at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, that (Aa) in each trailing four fiscal quarter period, there shall be at least one two consecutive fiscal quarter quarters in respect of which no Specified Equity Contribution is made, (Bb) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower Loan Parties to be in compliance with the financial covenant set forth in this Section 7.12, above and (Cc) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above shall only be included in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including the computation of the financial covenant for purposes of determining any financial ratio-based conditions, pricing or any baskets compliance by the Loan Parties with respect to this Section 9.16 and not for any other covenants contained purpose under this Agreement. Upon the making of a Specified Equity Contribution, the financial covenant in this Agreement, (D) there Section 9.16 shall be no Pro Forma Effect or other reduction recalculated giving effect to the increase in IndebtednessConsolidated EBITDA. If, including Total Funded Debtafter giving effect to such recalculation, with the proceeds of any Specified Equity Contribution for determining Loan Parties are in compliance with the Fixed Charge Coverage Ratio for financial covenant, the fiscal quarter in which such Specified Equity Contribution is made; provided that Loan Parties shall be deemed to have satisfied the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance requirements of the financial covenant as of the relevant date of determination with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) same effect as though there had been no more than five (5) Specified Equity Contributions shall be made during the term of the Initial Revolving Facilityfailure to comply therewith at such date.

Fixed Charge Coverage Ratio. The For so long as the Term Loan is outstanding, Borrower will not permit its shall maintain a Fixed Charge Coverage Ratio for any Test Period following of at least 1.15 : 1.00, measured on a quarterly basis, beginning with the Closing Date calendar quarter ending March 31, 2020. 7. Exhibit C (Borrowing Base Certificate) to the Agreement is replaced in its entirety with the Exhibit C separately provided by Bank to Borrower on or around the date hereof. 8. Exhibit D to the Agreement is replaced in its entirety with the Exhibit D attached hereto. 9. Unless otherwise defined, all initially capitalized terms in this Amendment shall be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested (a) upon as defined in the occurrence of a Trigger EventAgreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the last day of the Test Period ending immediately Agreement, as in effect prior to the date on which a Trigger Event shall have occurred hereof. Each Borrower ratifies and (b) reaffirms the continuing effectiveness of all agreements entered into in connection with the Agreement. 10. Each Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the last day date of each Test Period thereafter until such Trigger this Amendment, and that no Event of Default has occurred and is no longer continuing. 11. For The Bank acknowledges and agrees that following the purpose of determining compliance with the covenant set forth in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning application of the relevant fiscal quarter and during Term Loan proceeds in accordance with Section 2.1(b)(i) of the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter Agreement (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in herein) and the effectiveness of this paragraphAmendment, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes the overadvance (disclosed to the Bank by the Borrowers prior to the Term Loan Date) pursuant to Section 2.2 of determining the Agreement and any financial ratio-based conditions, pricing or any baskets violation of the terms of Section 2.2 with respect to such overadvance is hereby waived. The Borrowers hereby acknowledge and agree that any future violation of Section 2.2, or any other covenants contained prior or present violation of Section 2.2, or any other failure by Borrowers to perform their obligations under the Loan Documents are not subject to any such waiver and that there is no course of conduct between the parties that would alter in this Agreementany way the obligations of the Borrowers to the Bank. 12. This Amendment may be executed in two or more counterparts, (D) there each of which shall be no Pro Forma Effect deemed an original, but all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile transmission or other reduction in Indebtednessby e-mail delivery of a “.pdf” format data file, including Total Funded Debt, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the proceeds of any Specified Equity Contribution for determining compliance with same force and effect as if such facsimile or “.pdf” signature page were an original hereof. Notwithstanding the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debtforegoing, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) Borrowers shall deliver all original signed documents requested by Bank no more later than five (5) Specified Equity Contributions Business Days following the date of execution. 13. As a condition to the effectiveness of this Amendment, Bank shall be made during have received, in form and substance satisfactory to Bank, the term following: (a) this Amendment, duly executed by Borrowers; (b) payment of an amendment and facility fee in the Initial Revolving Facilityamount of $40,000 plus all Bank Expenses incurred through the date of this Amendment; and (c) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Fixed Charge Coverage Ratio. The Borrower will not permit its Have a Fixed Charge Coverage Ratio Ratio, measured on a fiscal quarter-end basis, of at least the required amount set forth in the following table for the applicable period set forth opposite thereto, measured for any Test Period following fiscal quarter-end ending during or immediately before a Trigger Period: 1.1 1.0 For the Closing Date to 12 month period ending each fiscal quarter thereafter (i) EBITDA shall be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested (a) upon increased, solely for the occurrence purpose of determining the existence of a Trigger EventDefault or Event of Default under the financial covenants set forth in Section 7(a) or this Section 7(b) with respect to any period of 4 fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing recalculations, Borrower shall then be in compliance with the requirements of Section 7(a) or this Section 7(b), as applicable, Borrower shall be deemed to have satisfied the requirements of Section 7(a) or this Section 7(b), as applicable, as of the last day relevant date of determination with the Test Period ending immediately prior same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7(a) or this Section 7(b), as applicable, that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the date on which a Trigger Event shall have occurred and (b) as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12contrary, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant in each rolling 4 fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, period there shall be a period of at least one 2 fiscal quarter quarters in respect of which no Specified Equity Contribution Cure Right is made, (Bii) the amount Cure Right may not be used for 0 xxxxxxxxxxx xxxxxxxx, (xxx) during the term of this Agreement there shall be no more than 4 fiscal quarters in which a Cure Right is made, (iv) any Specified Equity Contribution Cure Amount shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in Section 7(a) or this Section 7.127(b), as applicable, (Cv) during any fiscal quarter the Cure Amount shall not to exceed $15,000,000 in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made aggregate during the term of this Agreement, and (vi) 100% of each Cure Amount shall be paid to Agent to be applied first to the Initial Revolving Facilitypayment of then outstanding principal with respect to Advances (without a corresponding reduction of the Commitments), second to provide Letter of Credit Collateralization with respect to all outstanding Letters of Credit and third to Borrower by transfer to the Designated Account.

Fixed Charge Coverage Ratio. The Borrower will not permit the ratio (the "CONSOLIDATED FIXED CHARGE COVERAGE RATIO") of (i) Consolidated EBITDA plus Consolidated Rentals minus Consolidated Capital Expenditures (the deduction of Consolidated Capital Expenditures beginning on April 1, 2003, but excluding from such deduction Permitted Acquisitions consummated on or after April 1, 2003) to (ii) Consolidated Interest Expense, plus Restricted Payments, plus Consolidated Rentals, plus current maturities of principal SIDLEY AUSTIN BROWN & WOOD 43 Indexxxxxxxx, xxus xxxxnse for taxes paid or accrued, all calculated for the Borrower and its Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested (a) upon the occurrence of Subsidiaries on a Trigger Eventconsolidated basis, as of the last day of any fiscal quarter as set forth in the Test Period ending immediately prior to the date on which a Trigger Event table below. The Consolidated Fixed Charge Coverage Ratio shall have occurred and (b) be determined as of the last day of each Test Period thereafter until fiscal quarter for the four fiscal quarter period ending on such Trigger Event is no longer continuing. For the purpose of determining compliance day, calculated, with the covenant set forth in this Section 7.12respect to Permitted Acquisitions, (i) all calculations shall be on a Pro Forma Basis pro forma basis using historical audited and reviewed unaudited financial statements obtained from the seller(s) in such Permitted Acquisition (iiadjusted for non-recurring seller expenses and other add-backs to Consolidated EBITDA, in each case, agreed upon by the Borrower and the Administrative Agent) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms and reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, broken down by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is madethe Borrower's reasonable judgment and satisfactory to the Administrative Agent; provided, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12however, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debtseller does not provide historical audited financial statements, such reduction may financial information (excluding Indebtedness incurred with respect to such Permitted Acquisitions) shall not be given effect included in determining compliance with such calculations; provided, further, that for purposes of calculating Consolidated Capital Expenditures for the Fixed Charge Coverage Ratio last three fiscal quarters of 2003, (a) Consolidated Capital Expenditures as of the end of the fiscal quarter ending June 30, 2003 shall be equal to Consolidated Capital Expenditures for the period beginning on subsequent Compliance Dates April 1, 2003 through and including June 30, 2003 multiplied by four (4), (b) Consolidated Capital Expenditures as of the end of the fiscal quarter ending September 30, 2003 shall be equal to Consolidated Capital Expenditures for the period beginning on April 1, 2003 through and including September 30, 2003 multiplied by two (2), and (Ec) no more than five (5) Specified Equity Contributions Consolidated Capital Expenditures as of the end of the fiscal quarter ending December 31, 2003 shall be made during equal to Consolidated Capital Expenditures for the term of the Initial Revolving Facilityperiod beginning on April 1, 2003 through and including December 31, 2003 multiplied by four-thirds (4/3).

Fixed Charge Coverage Ratio. The (a) Subject to clause (b) below, Borrower will not permit and its Subsidiaries, on a consolidated basis, shall maintain, as of the end of each fiscal month (commencing with the month ending March 31, 2012), a Fixed Charge Coverage Ratio of not less than 1.10: 1.0 for the immediately preceding period of twelve (12) consecutive fiscal months for which Bank has received financial statements of Borrower and its Subsidiaries in accordance with Section 5.6 hereof. (b) Notwithstanding the provisions of clause (a) above, the Fixed Charge Coverage Ratio shall not be tested by Bank so long as (i) Borrower maintains the Covenant Threshold, and (ii) no Default or Event of Default shall have occurred and be continuing. Immediately at such time as Borrower shall either breach the Covenant Threshold or any Test Period following Default or Event of Default shall have occurred and be continuing, the Closing Date Fixed Charge Coverage Ratio shall be tested by Bank as of the end of the most recently ended fiscal month for which Borrower shall have been required to be lower than 1.00 deliver financial statements pursuant to 1.00; provided that Section 5.6 hereof and for which such financial statements have actually been delivered to Bank. If because Borrower has not yet delivered such financial statements in accordance with Section 5.6 hereof, the commencement of testing of the Fixed Charge Coverage Ratio shall result in a test of such Fixed Charge Coverage Ratio will only be tested (a) upon the occurrence of based on a Trigger Eventfiscal month ended at, as of the last day of the Test Period ending immediately or within, 30 days prior to the date on of the breach of the Covenant Threshold, or the occurrence of such Default or Event of Default, as applicable, then testing of the Fixed Charge Coverage Ratio shall continue as of each fiscal month end until the Covenant Threshold has been attained by Borrower for a period of one full fiscal month after the breach of the Covenant Threshold, or the waiver or cure of such Default or Event of Default, as applicable. If the commencement of testing of the Fixed Charge Coverage Ratio shall result in a testing of the Fixed Charge Coverage Ratio based as of a fiscal month ended more than 30 days prior to the date of the breach of the Covenant Threshold, or the occurrence of such Default or Event of Default, as applicable, then the Fixed Charge Coverage Ratio shall be tested for both the latest fiscal month with regard to which a Trigger Bank has received Borrower’s financial statements and, thereafter, upon Bank’s receipt of Borrower’s financial statements for each subsequent fiscal month until Bank shall have received (x) the Borrower’s financial statements for the fiscal month during which the breach of the Covenant Threshold, Default or Event of Default, as applicable, shall have occurred and (by) as until the Covenant Threshold has been attained by Borrowers for a period of one full fiscal month after the breach of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For Covenant Threshold, or the purpose of determining compliance with the covenant set forth in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests waiver or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end cure of such fiscal quarter where Default or Event of Default, as applicable. Notwithstanding the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation limitation on testing of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter as provided in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debtthis Section, such reduction may be given effect in determining compliance with Borrower shall calculate and report the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term as of the Initial Revolving Facilityend of each fiscal month with delivery of each set of monthly financial statements delivered under Section 5.6 hereof.

Fixed Charge Coverage Ratio. The Borrower will not permit its Until such time as all of Debtor's obligations under the Note and the Other Notes are paid, satisfied and discharged in full, Debtor shall maintain a Fixed Charge Coverage Ratio for any Test Period following at the Closing Date to be lower than 1.00 to 1.00; Premises and at all of the Other Properties of at least 1.3:1, provided that such Fixed Charge Coverage Ratio will the Note (and the Premises) shall only be tested (a) upon the occurrence of a Trigger Event, as of the last day of the Test Period ending immediately prior to the date on which a Trigger Event shall have occurred and (b) as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for determination hereunder if the fiscal quarter term of the Note (at the time of a Determination Date, as defined hereinbelow) shall not have reached the first anniversary of the date of such Note (to be counted from the Closing) and if the Note, at the time of a Determination Date, shall not have been placed in which a Securitization, and only those Other Notes (and corresponding premises) that have not been placed in a Securitization whose terms thereof (at the time of a Determination Date) shall not have reached the first anniversary of the dates of such Specified Equity Contribution is made; provided that Other Notes (to be counted from the extent date of the closing in the case of a mortgage loan or from the date of the final disbursement in the case of a construction loan under such proceeds are applied to prepay Total Funded Debt, such reduction may Other Notes) shall be given effect included in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates to be determined pursuant to this Subsection 7.B(i). For purposes of this Subsection 7.B, the term "Fixed Charge Coverage Ratio" shall mean, with respect to the twelve month period of time (a "Twelve Month Period") preceding the date of determination (which date of determination shall be selected by FFCA)(a "Determination Date") the ratio calculated for such Twelve Month Period (a) the sum of Net Income, Debtor's income tax, Interest Expense, all non-cash charges, including, without limitation, Depreciation and Amortization, Debtor's Overhead, Debtor's non-recurring expenses determined in accordance with generally accepted accounting principles and Rent Expenses, less the Management Fee, to (Eb) the sum of Debtor's corporate debt service (interest and required principal) for such Twelve Month Period (including, without limitation, the FFCA Payments, Ground Lease Expense, and Equipment Payment Amount), Rent Expense and interest and required principal payments under all Capital Leases for such Twelve Month Period. FFCA shall notify Debtor of a Determination Date no later than that date that is 60 days prior to such Determination Date. A Determination Date shall occur no more frequently than five (5once per calendar year, unless FFCA, or an Affiliate of FFCA, and Debtor, or an Affiliate of Debtor, shall have consummated a transaction evidenced by one or more Other Notes since the previous Determination Date; provided, however, that a Determination Date may occur more frequently than once per calendar year if made in connection with a Securitization. For purposes of determining the Fixed Charge Coverage Ratio pursuant to this Subsection 7.B(i) Specified Equity Contributions only, a Determination Date shall be made during no later than that date that is 30 days prior to the term anticipated date of a Securitization. In calculating the Fixed Charge Coverage Ratio, FFCA shall use actual performance data for such of the Initial Revolving Facility.Other Properties and the Premises that have been operated for more than four (4) months as of a Determination Date. For such of the Other Properties and the Premises that have been operated for less than four (4) months as of the Determination Date, FFCA shall use pro forma data to calculate the Fixed Charge Coverage Ratio. Notwithstanding the foregoing, a Fixed Charge Coverage Ratio determination made as of Debtor's 1997 fiscal year will be based on a year-to-date performance since there are less than 12 full months of operation from April 30, 1997, the date of Debtor's acquisition by I.C.H. Corporation. Furthermore, FFCA agrees not to exclude the Premises or any of the Other Properties from a Securitization if the Fixed Charge Coverage Ratio calculated, in the aggregate, on the properties that are not to be included in such Securitization will be lower than 1.3:1 as a result of such exclusion. For purposes of this Subsection 7.B, the following terms shall be defined as set forth below:

Fixed Charge Coverage Ratio. The Borrower will not permit its If Availability at any time is less than an amount equal to the greater of (a) the lesser of 15% of (i) the Borrowing Base or (ii) the amount of the Commitments, or (b) $20,000,000 (which amount, in the event of any increase in the Commitments in accordance with Section 2.2, shall be increased by an amount equal to 12.0% of the amount of such increase) (such event being a “Covenant Trigger”), Obligors shall be required to maintain a Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower than of at least 1.00 to 1.001.00 as of the immediately preceding fiscal month-end for which financial statements have been (or were required to be) delivered hereunder and as of each subsequent fiscal month end; provided provided, that (a) a breach of such covenant when so tested shall not be cured by a subsequent increase of Availability above the limit set forth above, and (b) following a Covenant Trigger, the requirement to comply with the Fixed Charge Coverage Ratio will only be tested (a) upon the occurrence of a Trigger Event, as of the last day of the Test Period ending immediately prior shall no longer apply if Borrowers have maintained Availability greater than or equal to an amount equal to the date on which a Trigger Event shall have occurred and (b) as greater of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more lesser of its equityholders after the beginning 15% of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, the Borrowing Base or (B) the amount of the Commitments, or (ii) $20,000,000 (which amount, in the event of any Specified Equity Contribution increase in the Commitments in accordance with Section 2.2, shall be no greater than increased by an amount equal to 12.0% of the amount required of such increase) for three (3) consecutive months, after which time the requirement to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance comply with the Fixed Charge Coverage Ratio for shall not apply unless a subsequent Covenant Trigger occurs. If Obligors fail to deliver financial statements on the fiscal quarter in which such Specified Equity Contribution is made; provided that due date therefor (without giving effect to the extent such proceeds are applied to prepay Total Funded Debtany cure periods), such reduction may be given effect in determining compliance with that the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions cannot be calculated, the Fixed Charge Coverage Ratio shall be made during deemed to be less than 1.00 to 1.00 until such time as the term of the Initial Revolving Facilityrequired financial statements are actually delivered.

Fixed Charge Coverage Ratio. The During any Covenant Testing Period, Borrower will shall not permit its the ratio of (i) EBITDA for the 12 month period ending on the date set forth below, , minus unfinanced Capital Expenditures of Borrower on a consolidated basis for such period to (ii) Fixed Charge Coverage Ratio Charges for any Test Period following the Closing Date such period to be lower less than 1.00 to 1.00; provided that the ratio set forth below for such Fixed Charge Coverage Ratio will only be tested (a) upon date: The 12 month period ending on the occurrence first day of a Trigger Event, as of the last day of the Test Covenant Testing Period ending immediately prior to the date on which a Trigger Event shall have occurred and (b) as of the last day of each Test 12 fiscal month period ending during any Covenant Testing Period thereafter until such Trigger Event (including the last day thereof) 1.0:1.0 Siena Lending Group LLC 0 X Xxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxxx Dear Xx. Xxxxxxxx: Please refer to the Loan and Security Agreement dated as of [__________] (as amended, restated or otherwise modified from time to time, the “Loan Agreement”) among the undersigned, as Borrower, the Loan Party Obligors (as defined therein) party thereto, and Siena Lending Group LLC, as Lender. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Loan Agreement. This notice is no longer continuinggiven pursuant to Section 1.4 of the Loan Agreement and constitutes a representation by Borrower that the conditions specified in Section 1.6 of the Loan Agreement have been satisfied. For Without limiting the purpose of determining compliance with the covenant set forth in this Section 7.12foregoing, (i) each of the representations and warranties set forth in the Loan Agreement and in the other Loan Documents is true and correct in all calculations respects as of the date hereof (or to the extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties shall be on a Pro Forma Basis true and correct as of such earlier date), both before and after giving effect to the Loans requested hereby, and (ii) any cash equity contribution no Default or Event of Default is in existence, both before and after giving effect to the Loans requested hereby. Borrower hereby requests a borrowing under the Loan Agreement as follows: The aggregate amount of the proposed borrowing is $[______________]. The requested borrowing date for the proposed borrowing (which equity shall be common equityis a Business Day) is [______________], Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity [____]. Borrower has caused this Notice of Borrowing to be executed and delivered by its Authorized Officer thereunto duly authorized on terms reasonably acceptable [_____________]. [Borrower] By: Title: Borrower Name: [Borrower] Borrower Number: ________ Loan and Security Agreement Date: ________ __, 20__ I, being an Authorized Officer of the above borrower (the “Borrower”), refer to the Administrative Agentabove Loan and Security Agreement (as amended, restated or otherwise modified from time to time, the “Loan Agreement”) made between the Borrower and Siena Lending Group LLC. This is the Client User Form, used to determined client access to Passport 6.0. Terms defined in the Loan Agreement have the same meaning when used in this Client User Form. Being duly authorized by the Borrower, directly or indirectlyI confirm that the following people have been authorized by the Borrower to have access to Passport 6.0: By: By: Name Name Title: Title: Date: Date: Borrower Name: [Borrower] Borrower Number: ________ Loan and Security Agreement Date: _______ __, by one or more of its equityholders after the beginning 20__ I, being an Authorized Officer of the relevant fiscal quarter above borrower (the “Borrower”), refer to the above Loan and during Security Agreement (as amended, restated or otherwise modified from time to time, the Specified Contribution Period“Loan Agreement”) between the Borrower and Siena Lending Group LLC (“Lender”). This is the Authorized Accounts Form, will, at referring to authorized operating bank accounts of the written direction of Borrower. Terms defined in the Loan Agreement have the same meaning when used in this Authorized Accounts Form. Being duly authorized by the Borrower, I confirm that the following operating bank accounts of the Borrower are the accounts into which the proceeds of any Loan may be included paid: By: By: Name: Name: Title: Title: Date: Date: Ladies and Gentlemen: Please be advised that we have entered into certain financing arrangements (along with any other financing agreements that we may enter into with Lender in the calculation future, the “Financing Arrangements”) with Siena Lending Group LLC (“Lender”), pursuant to which we have granted to Lender a security interest in, among other things, any and all Accounts and Chattel Paper (as those terms are defined in the Uniform Commercial Code) owing by you to us, whether now existing or hereafter arising. You are authorized and directed to respond to any inquiries that Lender or its representatives may direct to you from time to time pertaining to the validity, amount, and other matters relating to such Accounts and Chattel Paper. In the event that Lender requests that payment for any Accounts and/or Chattel Paper be made directly to Lender, you are hereby authorized and directed to comply with such instructions, without further authorization or instruction from us. This authorization and directive shall be continuing and irrevocable until all of Consolidated EBITDA solely for the purposes Financing Agreements have been terminated and all obligations owing thereunder by us have indefeasibly been paid in full in cash. Very truly yours, By: Name: Its: cc: SIENA LENDING GROUP LLC 0 X Xxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Xxxxxx Xxxxxxxx To: Siena Lending Group LLC 0 X Xxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Xxxxxx Xxxxxxxx Re: Compliance Certificate dated _______________ Ladies and Gentlemen: Reference is made to that certain Loan and Security Agreement dated as of determining compliance ______ __, 20__ (as amended, restated or otherwise modified from time to time, the “Loan Agreement”) by and among Siena Lending Group LLC (together with its successors and assigns, “Lender”), [_______________], a [_____________________________] (“Borrower”) and each of the covenant Loan Party Obligors (as defined therein) party thereto. Capitalized terms used in this Compliance Certificate have the meanings set forth in this the Loan Agreement unless specifically defined herein. Pursuant to Section 7.12 at 5.15 of the end Loan Agreement, the undersigned Authorized Officer of such fiscal quarter where Borrower hereby certifies (solely in his capacity as an officer or Borrower and not in his individual capacity) that: 1. The financial statements of Borrower for the Specified Equity Contribution is made___ -month period ending _____________ attached hereto have been prepared in accordance with GAAP, and applicable subsequent fairly present the financial condition of Borrower for the periods which includes such fiscal quarter (any such equity contribution so included in and as of the calculation dates specified therein. 2. As of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter periodthe date hereof, there shall be at least one fiscal quarter in respect does not exist any Default or Event of which no Specified Equity Contribution Default. 3. Borrower is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any applicable financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in Section 5.26 of the Loan Agreement for the periods covered by this Agreement, (D) there shall be no Pro Forma Effect or other reduction Compliance Certificate. Attached hereto are statements of all relevant facts and computations in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining reasonable detail sufficient to evidence Borrower’s compliance with the Fixed Charge Coverage Ratio for the fiscal quarter such financial covenants, which computations were made in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance accordance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term of the Initial Revolving FacilityGAAP.

Fixed Charge Coverage Ratio. The Borrower will not permit its Fixed Charge Coverage Ratio for any Test Period following the Closing Date Parent, its Consolidated Subsidiaries and the FCCR Unconsolidated Affiliates (to the extent specified in the definitions related to the calculation of the Fixed Charge Coverage Ratio), for the trailing twelve-month period shall be lower greater than 1.00 or equal to 1.25 to 1.00; provided that such , at all times. The Fixed Charge Coverage Ratio will only shall be tested (a) upon reported quarterly on the occurrence Officer’s Compliance Certificate, or more often if requested by the Administrative Agent. Notwithstanding the above, the parties hereto acknowledge and agree that, for purposes of a Trigger Event, as of the last day of the Test Period ending immediately prior to the date on which a Trigger Event shall have occurred and (b) as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of all calculations made in determining compliance for any applicable period with the covenant financial covenants set forth in this Section 7.125.9, (i) all calculations after any Asset Disposition permitted by Sections 6.4(a) (i), (vi) or (vii), (A) income statement items, cash flow statement items and other balance sheet items (whether positive or negative) attributable to the property or assets disposed of shall be on a Pro Forma Basis excluded in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrower and the Administrative Agent (after consultation with the Lenders) and (B) Indebtedness that is repaid with the proceeds of such Asset Disposition shall be excluded from such calculations and deemed to have been repaid as of the first day of such applicable period and (ii) any cash equity contribution (which equity shall be common equity, Qualified if less than 100% of the Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrowerof any Consolidated Subsidiary are owned, directly or indirectly, by one or more of its equityholders after the beginning Parent, then only the Parent’s pro rata share of the relevant fiscal quarter financial attributes (income statement items, cash flow statement items and during the Specified Contribution Period, will, at the written direction of Borrower, other balance sheet items (whether positive or negative)) attributable to such Subsidiary shall be included in the calculation of Consolidated EBITDA solely for the purposes of determining calculating compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term of the Initial Revolving Facilitycovenant.

Fixed Charge Coverage Ratio. The Borrower will not permit its the Fixed Charge Coverage Ratio, for any period of four consecutive fiscal quarters ending on the last day of any fiscal quarter, to be less than 1.25 to 1.00. A) Consolidated EBITDA $ Minus, Unfunded Capital Expenditures $ B) Cash Interest Expense $ Plus, scheduled principal payments on Indebtedness actually made $ Plus, expenses for taxes actually paid in cash Plus, Restricted Payments paid in cash (other than the Closing Date Dividend) A TOTAL / B TOTAL = FIXED CHARGE COVERAGE RATIO :1.00 As of the Compliance Test Date shown above, Fixed Charge Coverage Ratio is ________:1.00 Compliance as of the Compliance Test Date shown above: [__] Yes [__] No THIS JOINDER AGREEMENT (this “Agreement”), dated as of [ ], is entered into between ________________________________, a _________________ (the “New Subsidiary”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”) under that certain Credit Agreement dated as of November 18, 2019 (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”) among GlobalSCAPE, Inc. (the “Borrower”), the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent for any Test Period following the Closing Date Lenders. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. The New Subsidiary and the Administrative Agent, for the benefit of the Secured Parties, hereby agree as follows: 1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be lower than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested (a) upon a Loan Party under the occurrence Credit Agreement and a “Loan Guarantor” for all purposes of the Credit Agreement and shall have all of the obligations of a Trigger EventLoan Party and a Loan Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies, as of the last day date hereof, and agrees to be bound by, all of the Test Period ending immediately prior to terms, provisions and conditions contained in the date on which a Trigger Event shall have occurred Credit Agreement, including without limitation (a) all of the representations and warranties of the Loan Parties set forth in Article III of the Credit Agreement, *[and]* (b) as all of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant covenants set forth in this Section 7.12, Articles V and VI of the Credit Agreement *[and (ic) all calculations shall be on a Pro Forma Basis of the guaranty obligations set forth in Article X of the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary, subject to the limitations set forth in Section 10.10 and (ii) any cash equity contribution (which equity shall be common equity10.13 of the Credit Agreement, Qualified Equity Interests or hereby guarantees, jointly and severally with the other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable Loan Guarantors, to the Administrative AgentAgent and the Lenders, as provided in Article X of the Credit Agreement, the prompt payment and performance of the Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) made strictly in accordance with the terms thereof and agrees that if any of the Guaranteed Obligations are not paid or performed in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the New Subsidiary will, jointly and severally together with the other Loan Guarantors, promptly pay and perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal.]* *[The New Subsidiary has delivered to the BorrowerAdministrative Agent an executed Obligation Guaranty.]* 2. If required, directly or indirectlythe New Subsidiary is, simultaneously with the execution of this Agreement, executing and delivering such Collateral Documents (and such other documents and instruments) as requested by one or more of its equityholders after the beginning Administrative Agent in accordance with the Credit Agreement. 3. The address of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including New Subsidiary for purposes of determining Section 9.01 of the Credit Agreement is as follows: 4. The New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary upon the execution of this Agreement by the New Subsidiary. 5. This Agreement may be executed in any financial ratio-based conditionsnumber of counterparts, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there each of which when so executed and delivered shall be no Pro Forma Effect or other reduction in Indebtednessan original, including Total Funded Debt, with but all of which together shall constitute one and the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term of the Initial Revolving Facilitysame instrument. 6. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Fixed Charge Coverage Ratio. The Borrower will Commencing with the fiscal month ending April 30, 2012 and continuing with each fiscal month thereafter, the Credit Parties shall not permit its the Fixed Charge Coverage Ratio for any Test Period following the Closing Date twelve fiscal month period then ended (or with respect to the fiscal months ending on or before December 31, 2012, the period commencing on January 1, 2012 and ending on the last day of such fiscal month) to be lower less than 1.00 1.20 to 1.00; provided that such . “Fixed Charge Coverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b). In the event the Credit Parties fail to comply with the Fixed Charge Coverage Ratio will only be tested (a) upon for the occurrence of a Trigger Eventfiscal month ending December 31, as of the last day of the Test Period ending immediately prior to the date on which a Trigger Event shall have occurred and (b) as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant 2012 set forth in this Section 7.126.1 (an “FCCR Default”), (i) all calculations shall be on a Pro Forma Basis and (ii) the amount of any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity Essex Capital Contribution to Holdings required to be on terms reasonably acceptable made pursuant to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, Capital Call Agreement will be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the such covenant set forth in this Section 7.12 at the end of such fiscal quarter where the Specified Equity Contribution is made, month and applicable any subsequent periods which period that includes such fiscal quarter month; provided that (any such equity contribution so a) the amount of the Essex Capital Contribution included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall EBITDA will be no greater than the amount required to cause the Borrower Credit Parties to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the twelve fiscal quarter month period ending December 31, 2012 set forth in which such Specified Equity Contribution is made; provided that this Section 6.1, (b) all Capital Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by reference to Consolidated EBITDA), (c) no Lender shall be required to make any extension of credit hereunder prior to the extent such proceeds are applied Essex Capital Contribution if a FCCR Default exists and (d) no Event of Default shall occur or be deemed to prepay Total Funded Debt, such reduction may have occurred as a result of any FCCR Default unless Essex shall fail to timely make the corresponding Essex Capital Contribution in compliance with the Capital Call Agreement or the amount of the Essex Capital Contribution included in the calculation of Consolidated EBITDA as provided herein would be given effect insufficient to cause the Credit Parties to be in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during for the term of the Initial Revolving Facilitytwelve fiscal month period ending December 31, 2012 set forth in this Section 6.1.

Fixed Charge Coverage Ratio. The Borrower will not permit its Fixed Charge Coverage Ratio the ratio of (a) Consolidated EBITDAC for any Test Period following ending on or about the date specified in the table below MINUS taxes paid in cash during such Test Period to (b) the sum of (i) Consolidated Interest Expense (which for purposes of this clause (b) shall mean only cash interest expense paid during such period) of the Borrower for such period (provided, however, in the case of periods ending on March 31, June 30, or September 30 of 1998, the Consolidated Interest Expense of the Borrower shall be calculated for the relevant Test Period net of any interest paid with respect to any Existing Revolving Loans which were repaid (and not reborrowed under the Revolving Loan) on the Closing Date Date), PLUS (ii) the amount of cash payments on account of principal of Indebtedness PLUS (iii) payments on account of noncompetition or consulting arrangements made by the Borrower and its Restricted Subsidiaries, on a consolidated basis, during such period to be lower less than 1.00 to 1.00the ratio specified opposite such date; provided that PROVIDED that, for purposes of this Section 7.03, Consolidated EBITDAC for a given Test Period (x) shall mean Consolidated EBITDAC for the twelve month period ended on the last day of such Fixed Charge Coverage Ratio will only be tested Test Period and (ay) upon shall also include the occurrence of a Trigger Event, EBITDAC (with appropriate adjustments) derived from any business which was acquired by the Borrower and its Restricted Subsidiaries during such twelve-month period and which is consolidated with the Borrower and its Restricted Subsidiaries as of the last day of the such Test Period ending immediately prior to the date on which a Trigger Event shall have occurred and (b) as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12, (i) all calculations shall be on a Pro Forma Basis and (ii) any cash equity contribution (which equity shall be common equity, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Borrower, directly or indirectly, by one or more of its equityholders after the beginning of the relevant fiscal quarter and during the Specified Contribution Period, will, at the written direction of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the covenant set forth in this Section 7.12 at the end portion of such fiscal quarter where twelve month period before the Specified Equity Contribution is made, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution business was so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with the Fixed Charge Coverage Ratio on subsequent Compliance Dates and (E) no more than five (5) Specified Equity Contributions shall be made during the term of the Initial Revolving Facility.acquired: TEST PERIOD ENDING RATIO ------------------ -----

Fixed Charge Coverage Ratio. The Borrower will and its Consolidated Subsidiaries, taken as a whole, shall at all times maintain, for (and at all times during) each Fiscal Quarter (i) beginning with the Initial Fiscal Quarter and through and including the Fiscal Quarter ending September 30, 2000, a ratio of Consolidated Cash Flow to Consolidated Fixed Charges of not permit its less than 1.25 to 1.00 and (ii) for each Fiscal Quarter ending after September 30, 2000, a ratio of Consolidated Cash Flow to Consolidated Fixed Charge Coverage Ratio for any Test Period following the Closing Date to be lower Charges of not less than 1.00 1.50 to 1.00; provided that such Fixed Charge Coverage Ratio will only . The ratio contemplated by this clause (g) shall be tested (a) upon computed on the occurrence basis of a Trigger Eventrolling four quarter period and shall include the results of operations for the Fiscal Quarter for which such ratio shall be determined plus the immediately preceding three Fiscal Quarters; provided, as however, that to the extent that any Acquisition Party acquired in accordance with Section 6.2(e) hereof shall not constitute a Subsidiary for a period falling within such rolling four quarters at the time of the last day determination of this ratio, then Consolidated Cash Flow for the Test Period ending immediately prior purposes of this ratio shall include, for such rolling four quarter period as it relates to the date on which a Trigger Event shall have occurred and (b) as of the last day of each Test Period thereafter until such Trigger Event is no longer continuing. For the purpose of determining compliance with the covenant set forth in this Section 7.12Acquisition Party, (i) all calculations shall be on the pro forma Cash Flow of such Acquisition Party for that portion of the rolling four quarter period during which such Acquisition Party was not a Pro Forma Basis Subsidiary of the Borrower, and (ii) any cash equity contribution the actual Cash Flow of such Acquisition Party for that portion of the rolling four quarter period during which such Acquisition Party constitutes a Subsidiary of the Borrower. For the purposes of illustration of the proviso to the preceding sentence, if an Acquisition Party is acquired on March 31, 2001 and the ratio contemplated by this clause (which equity g) shall be common equitydetermined for the period ending June 30, Qualified Equity Interests or other equity (other than Disqualified Equity Interests) (2001, then such other equity to be on terms reasonably acceptable Acquisition Party's pro forma Cash Flow as it existed prior to the Administrative Agent) made to acquisition for the Borrowerquarters ending September 30, directly or indirectly2000, by one or more of its equityholders after the beginning December 31, 2000 and March 31, 2001, together with such Acquisition Party's actual Cash Flow as a Subsidiary of the relevant fiscal Borrower for the quarter and during the Specified Contribution Periodending June 30, will2001, at the written direction of Borrower, shall be included in the calculation of Consolidated EBITDA solely taken into account for the purposes of determining compliance with the covenant set forth calculating this ratio. Notwithstanding anything contained in this Section 7.12 at 6.1(g) to the end of such fiscal quarter where the Specified Equity Contribution is madecontrary, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that, (A) in each trailing four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (B) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in this Section 7.12, (C) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement, (D) there shall be no Pro Forma Effect or other reduction in Indebtedness, including Total Funded Debt, with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter Fiscal Quarters ending June 30 and September 30, 2000 shall be determined by (i) in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay Total Funded Debt, such reduction may be given effect in determining compliance with case of the Fixed Charge Coverage Ratio for the Fiscal Quarter ending June 30, 2000, annualizing the Borrower's and its Consolidated Subsidiaries' results of operations from the period beginning on subsequent Compliance Dates January 1, 2000 and ending on June 30, 2000, and (Eii) no more than five (5) Specified Equity Contributions shall be made during in the term case of the Initial Revolving FacilityFixed Charge Coverage Ratio for the Fiscal Quarter ending September 30, 2000, annualizing the Borrower's and its Consolidated Subsidiaries' results of operations from the period beginning on January 1, 2000 and ending on September 30, 2000.