Common use of I T A L S Clause in Contracts

I T A L S. Borrowers and certain of their respective Subsidiaries (such term and each other capitalized term used but not otherwise defined in this introductory statement having the meaning specified in Section 1) are currently debtors in reorganization proceedings (the “Bankruptcy Proceedings”) under the Bankruptcy Code in the Bankruptcy Court in jointly administered cases No. 13-10125(KJC). Borrowers have filed their Disclosure Statement for the Debtors’ Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 931] (including all exhibits thereto and as amended, modified, and/or supplemented from time to time, the “Disclosure Statement”). In addition, on May 21, 2013, Borrowers filed their Second Amended Joint Plan of Reorganization and on May 23, 2013 the Bankruptcy Court entered its Final Order Approving the Disclosure Statement and Findings Of Fact, Conclusions of Law, and Order Under Section 1129 of the Bankruptcy Code and Bankruptcy Rule 3020 Confirming the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code. In addition to the Loans and other extensions of credit to be provided hereunder, Company and certain of its Subsidiaries will enter into the Term Loan Agreement, which will be secured by a first priority security interest in the Term Priority Collateral and a second priority security interest in the ABL Priority Collateral. The Obligations hereunder will be secured by a first priority security interest in the ABL Priority Collateral and a second priority security interest in the Term Priority Collateral. Borrowers have requested that Lenders provide a revolving credit facility to Borrowers to finance the mutual and collective business enterprise of Borrowers and Guarantors. Lenders are willing to provide the credit facility on the terms and conditions set forth in this Agreement.

I T A L S. Borrowers A. HealthCor, Inc., a Delaware corporation ("HealthCor"), HealthCor Holdings, Inc., a Delaware corporation ("Holdings", and together with HealthCor, the "Borrowers"), certain lenders (collectively, the "Existing Banks"), and the Existing Banks issuing letters of their respective Subsidiaries credit thereunder (in such term capacity, the "Existing Issuing Banks") and each other capitalized term used but not otherwise defined Texas Commerce Bank National Association, a national banking association, as agent for itself, the Existing Banks and the Existing Issuing Banks (in this introductory statement having such capacity, the meaning specified in Section 1"Agent") are currently debtors in reorganization proceedings previously entered into that certain Credit Agreement dated as of May 16, 1996 (the “Bankruptcy Proceedings”) under the Bankruptcy Code in the Bankruptcy Court in jointly administered cases No. 13-10125(KJC). Borrowers have filed their Disclosure Statement for the Debtors’ Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 931] (including all exhibits thereto and as amended, modifiedthe "Existing Credit Agreement"). B. Pursuant to the Existing Credit Agreement, and/or each of the Guarantors executed and delivered to the Agent a Guaranty Agreement dated as of May 16, 1996, which secured the obligations of the Borrowers under the Existing Credit Agreement (collectively, the "Existing Guaranty Agreements"). C. Concurrently herewith the Borrowers, the Agent, The First National Bank of Chicago, a national banking association, as documentation agent (in such capacity, the "Documentation Agent"), certain lenders (together with any other lenders that may from time to time become a party thereto, the "Banks"), and the Banks issuing letters of credit thereunder (in such capacity, the "Issuing Banks") are entering into that certain Amended and Restated Credit Agreement of even date herewith (as the same may be amended, supplemented or modified from time to time, being hereinafter referred to as the “Disclosure Statement”"Credit Agreement"). In addition. D. The parties hereto now desire to amend and restate the Existing Guaranty Agreements as hereinafter provided and have agreed, on May 21for purposes of clarity and ease of administration, 2013, Borrowers filed their Second Amended Joint Plan of Reorganization and on May 23, 2013 to carry out the Bankruptcy Court entered its Final Order Approving agreed upon amendments by amending the Disclosure Statement and Findings Of Fact, Conclusions of Law, and Order Under Section 1129 pertinent provisions of the Bankruptcy Code Existing Guaranty Agreements and Bankruptcy Rule 3020 Confirming then consolidating and restating the Debtors’ Second Amended Joint Plan Existing Guaranty Agreements in their entirety by means of Reorganization Under Chapter 11 of the Bankruptcy Code. In addition to the Loans and other extensions of credit to be provided hereunder, Company and certain of its Subsidiaries will enter into the Term Loan Agreement, which will be secured by a first priority security interest in the Term Priority Collateral and a second priority security interest in the ABL Priority Collateral. The Obligations hereunder will be secured by a first priority security interest in the ABL Priority Collateral and a second priority security interest in the Term Priority Collateral. Borrowers have requested that Lenders provide a revolving credit facility to Borrowers to finance the mutual and collective business enterprise of Borrowers and Guarantors. Lenders are willing to provide the credit facility on the terms and conditions set forth in this Agreement.

I T A L S. Borrowers A. The Borrowers, Parent, the Lenders, the Administrative Agent and the other agents referred to therein entered into that certain Amended and Restated Credit Agreement dated as of their respective Subsidiaries September 5, 2014 (such term as amended by that certain First Amendment and each other capitalized term used but not otherwise defined in this introductory statement having the meaning specified in Section 1) are currently debtors in reorganization proceedings (the “Bankruptcy Proceedings”) under the Bankruptcy Code in the Bankruptcy Court in jointly administered cases No. 13-10125(KJC). Borrowers have filed their Disclosure Statement for the Debtors’ Incremental Commitment Agreement dated as of September 18, 2015, that certain Second Amendment to Amended Joint Plan and Restated Credit Agreement and First Amendment to Amended and Restated Guaranty and Collateral Agreement dated as of Reorganization Under Chapter 11 April 25, 2016 and that certain Limited Waiver and Third Amendment to Amended and Restated Credit Agreement dated as of the Bankruptcy Code [Docket No. 931] (including all exhibits thereto September 30, 2016, and as otherwise amended, modifiedrestated, and/or supplemented from time or modified prior to timethe date hereof, the “Disclosure StatementOriginal Credit Agreement”) pursuant to which the Lenders have made certain Loans and provided certain Commitments (subject to the terms and conditions thereof) to the Borrowers. B. Parent, General Partner, Argo Merger Sub, LLC, Argo Merger GP Sub, LLC, JP Energy Partners LP, and JP Energy XX XX LLC have entered into that certain Agreement and Plan of Merger dated as of October 23, 2016 pursuant to which Parent, through one more wholly-owned subsidiaries, has agreed to purchase 100% ownership interest in JP Energy Partners LP, a Delaware limited partnership (such acquisition, the “JPE Acquisition”). In addition. C. D-Day Offshore Holdings, on May 21LLC, 2013has entered into several Purchase Agreements, Borrowers filed their Second Amended Joint Plan dated as of Reorganization October 31, 2016 (collectively, the “2016 Delta House PSA”), with (i) Red Willow Offshore, LLC, (ii) LLOG Bluewater Holdings LLC and on May 23(iii) others (collectively, 2013 the Bankruptcy Court entered its Final Order Approving the Disclosure Statement and Findings Of Fact“Delta House Sellers”) whereby D-Day Offshore Holdings, Conclusions of LawLLC, and Order Under Section 1129 of the Bankruptcy Code and Bankruptcy Rule 3020 Confirming the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code. In addition pursuant to the Loans terms of each 2016 Delta House PSA, acquired from each Delta House Seller additional interests in Delta House FPS and other extensions of credit to be provided hereunderDelta House Oil and Gas Lateral LLC, Company and certain of its Subsidiaries whereby AMID Borrower will enter into the Term Loan Agreement, which will be secured by indirectly hold a first priority security 20.14% ownership interest in Delta House (such acquisition, the Term Priority Collateral “2016 Delta House Acquisition,” and a second priority security interest in together with the ABL Priority Collateral. The Obligations hereunder will be secured by a first priority security interest in JPE Acquisition, the ABL Priority Collateral and a second priority security interest in “Acquisitions”). D. In connection with the Term Priority Collateral. Acquisitions, the Borrowers have requested that the Original Credit Agreement (a) be amended as of the Fourth Amendment Effective Date (as defined below) (i) to permit Parent to consummate a Parent Debt Offering prior to the consummation of the JPE Acquisition and retain the proceeds thereof in escrow pending the consummation of the JPE Acquisition, (ii) to permit the 2016 Delta House Acquisition and (iii) to make certain other changes as more fully described herein and (b) be amended and restated in its entirety as of the Restatement Date (as defined below) to permit the JPE Acquisition and to make certain other changes as more fully described in the Restated Credit Agreement (as defined below). E. The Lenders provide a revolving credit facility to Borrowers to finance signatory hereto and the mutual and collective business enterprise of Borrowers and Guarantors. Lenders Administrative Agent are willing to provide (a) amend the credit facility on Original Credit Agreement, as of the terms Fourth Amendment Effective Date, and (b) amend and restate the Original Credit Agreement, as of the Restatement Date, in each case, as more fully described herein, and upon satisfaction of the conditions set forth in herein, this AgreementAmendment shall become effective.

I T A L S. Borrowers A. HR Acquisition I Corporation, Capstone Capital of Pennsylvania, Inc. and certain HRT Holdings, Inc., all affiliates of their respective Subsidiaries (such term and each other capitalized term used but not otherwise defined in this introductory statement having the meaning specified in Section 1) are currently debtors in reorganization proceedings Lender (the “Bankruptcy ProceedingsMaster Lease Lessors”), pursuant to that certain Lease Agreement dated May 1, 2003, as amended by First Amendment to Lease dated as of June 30, 2005 (the “Master Lease”) under by and between said parties, as Lessor, and Borrower, as Lessee, leased eight (8) certain assisted living facilities (the Bankruptcy Code “Master Lease Facilities”) to Borrower. The Master Lease Facilities include Loyalton of Harrisburg, in Harrisonburg, Pennsylvania; Loyalton of Creekview, in Hampden, Pennsylvania; Loyalton of Bloomsburg, in Bloomsburg, Pennsylvania; Loyalton of Harrisonburg, in Harrisonburg, Virginia; Loyalton of Roanoke, in Roanoke, Virginia; Loyalton of Danville, in Danville, Virginia; Loyalton of Ravenna, in Ravenna, Ohio; Loyalton of Greensboro, in Greensboro, North Carolina. B. Capstone Capital of San Antonio, Ltd., which has since changed its name to HR Acquisition of San Antonio, Ltd. (the Bankruptcy Court in jointly administered cases No. 13-10125(KJC). Borrowers have filed their Disclosure Statement for “Texas Lessor” and together with the Debtors’ Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 931] (including all exhibits thereto and as amended, modified, and/or supplemented from time to timeMaster Lease Lessors, the “Disclosure StatementLessors”), entered into four (4) certain leases, each dated December 31, 1996, as amended by a certain First Amendment to Lease Agreement dated as of December 1, 1997 and by a Second Amendment to Lease Agreement dated as of May 9, 2002 (the “Texas Leases”) by and between Capstone Capital of San Antonio, Ltd. as Lessor and affiliates of Integrated Living Communities as Lessee for certain assisted living facilities located in Henderson, McKinney, and San Antonio, Texas (the “Texas Lease Facilities”). In addition, on May 21, 2013, Borrowers filed their Second Amended Joint Plan of Reorganization and on May 23, 2013 the Bankruptcy Court entered its Final Order Approving the Disclosure Statement and Findings Of Fact, Conclusions of Law, and Order Under Section 1129 The rights of the Bankruptcy Code Lessee under the Texas Leases have since been assigned to HB-ESC V, L.P., a Washington limited partnership (“HB-ESC”), which in turn assigned them to ESC IV, L.P., a Washington limited partnership doing business in Texas as Texas-ESC IV, L.P., which is an affiliate of Borrower (“Texas-ESC”) pursuant to Assignment and Bankruptcy Rule 3020 Confirming Assumption of Lease Agreements, each dated as of December 31, 2003. The obligations of HB-ESC and of Texas-ESC under the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 Texas Leases have been guaranteed by Xxxxxx X. Xxxx (“Guarantor”). C. A more particular description of the Bankruptcy Code. In addition to the Loans Leases is attached hereto as Exhibit A and other extensions of credit to be provided hereunder, Company and certain of its Subsidiaries will enter into the Term Loan Agreement, which will be secured incorporated herein by a first priority security interest in the Term Priority Collateral and a second priority security interest in the ABL Priority Collateral. The Obligations hereunder will be secured by a first priority security interest in the ABL Priority Collateral and a second priority security interest in the Term Priority Collateral. Borrowers have requested that Lenders provide a revolving credit facility to Borrowers to finance the mutual and collective business enterprise of Borrowers and Guarantors. Lenders are willing to provide the credit facility on the terms and conditions set forth in this Agreementreference.

I T A L S. Borrowers A. Borrower, Guarantor and Lender entered into that certain Financing Agreement dated as of their respective Subsidiaries (such term and each other capitalized term used but not otherwise defined in this introductory statement having the meaning specified in Section 1) are currently debtors in reorganization proceedings August 14, 2014 (the “Bankruptcy ProceedingsFinancing Agreement”) under ), pursuant to which Financing Agreement the Bankruptcy Code Lender has made certain financial accommodations to Borrower, as evidenced by that certain Senior Secured Convertible Note dated as of August 14, 2014 in the Bankruptcy Court in jointly administered cases No. 13-10125(KJC). Borrowers have filed their Disclosure Statement for the Debtors’ Amended Joint Plan original principal amount of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 931] $10,000,000 (including all exhibits thereto and as amended, modified, and/or supplemented from time to time, the “Disclosure StatementNote”). In addition, on May 21, 2013, Borrowers filed their Second Amended Joint Plan of Reorganization and on May 23, 2013 which financial accommodations were guaranteed by the Bankruptcy Court entered its Final Order Approving the Disclosure Statement and Findings Of Fact, Conclusions of Law, and Order Under Section 1129 of the Bankruptcy Code and Bankruptcy Rule 3020 Confirming the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code. In addition Guarantor pursuant to the Loans and other extensions of credit to be provided hereunder, Company and certain of its Subsidiaries will enter into Financing Agreement. B. In connection with the Term Loan Financing Agreement, which will be secured by Borrower and Guarantor granted the Lender a first priority security interest in and to certain of the Term Priority Borrower’s and Guarantor’s assets pursuant to that certain Security Agreement by and among the Borrower, Guarantor and Lender dated as of August 14, 2014 (the “Security Agreement”), that certain Securities Pledge Agreement between the Borrower and the Lender dated as of August 14, 2014 (the “Securities Pledge Agreement”) and that certain Collateral Assignment of License Agreement by and among the Borrower, Guarantor and Lender dated as of August 14, 2014 (the “Collateral Assignment of License Agreement” and collectively with the Security Agreement and the Securities Pledge Agreement referred to herein as the “Security Documents”). C. Borrower and the Guarantor have requested from the Lender (i) a second priority security interest modification of various financial and other covenants and provisions as set forth in the ABL Priority Collateral. The Obligations hereunder will be secured Financing Agreement and (ii) a waiver of a violation by a first priority security interest the Borrower of the Minimum SG&A or Minimum Units Contracted covenant set forth in Section 8.1(b) of the ABL Priority Collateral Financing Agreement and a second priority security interest in the Term Priority Collateral. Borrowers have requested that Lenders provide a revolving credit facility Lender has agreed pursuant and subject to Borrowers to finance the mutual and collective business enterprise of Borrowers and Guarantors. Lenders are willing to provide the credit facility on the terms and conditions set forth in this Agreementthat certain Waiver and Amendment to Financing Agreement and Reaffirmation of Guaranty by and among the Borrower, the Guarantor and the Lender dated as of March 16, 2015 (the “Financing Agreement Amendment”). D. The Lender has required, as a condition precedent to its agreement to execute the Financing Agreement Amendment that the Borrower and the Guarantor reaffirm their obligations under the Security Documents as set forth herein.

I T A L S. Borrowers A. The Borrower, the Administrative Agent, the lenders and other agents party thereto entered into that certain Revolving Credit Agreement dated as of their respective Subsidiaries (such term March 14, 2018 as amended by that certain First Amendment dated as of July 18, 2018 and each other capitalized term used but not otherwise defined in this introductory statement having the meaning specified in Section 1) are currently debtors in reorganization proceedings that certain Second Amendment dated as of October 10, 2018 (the “Bankruptcy ProceedingsExisting DGO Credit Agreement”) under pursuant to which such lenders provided certain loans to and extensions of credit on behalf of the Bankruptcy Code in the Bankruptcy Court in jointly administered cases No. 13-10125(KJCBorrower. B. Core Appalachia Holding Co LLC, a Delaware limited liability company, as borrower (“Core”). Borrowers have filed their Disclosure Statement , KeyBank National Association, as administrative agent for the Debtors’ Amended Joint Plan lenders, the lenders and other agents party thereto entered into that certain Revolving Credit Agreement dated as of Reorganization Under Chapter 11 January 9, 2018 as amended by that certain First Amendment dated as of October 10, 2018 (the Bankruptcy Code [Docket No. 931] (including all exhibits thereto “Existing Core Credit Agreement” and as amended, modified, and/or supplemented from time to timetogether with the Existing DGO Credit Agreement, the “Disclosure StatementExisting Credit Agreements”). In addition, on May 21, 2013, Borrowers filed their Second Amended Joint Plan of Reorganization ) pursuant to which such lenders provided certain loans to and on May 23, 2013 the Bankruptcy Court entered its Final Order Approving the Disclosure Statement and Findings Of Fact, Conclusions of Law, and Order Under Section 1129 of the Bankruptcy Code and Bankruptcy Rule 3020 Confirming the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code. In addition to the Loans and other extensions of credit to be provided hereunderon behalf of Core. C. On October 10, Company 2018 the Borrower acquired Core and certain all of its Subsidiaries will enter into assets and subsidiaries and the Term Loan AgreementBorrower and Core desire to amend, which will be secured by a first priority security interest restate and consolidate the Existing Credit Agreements in the Term Priority Collateral and a second priority security interest in the ABL Priority Collateral. The Obligations hereunder will be secured by a first priority security interest in the ABL Priority Collateral and a second priority security interest in the Term Priority Collateral. Borrowers have requested that Lenders provide a revolving credit facility to Borrowers to finance the mutual and collective business enterprise of Borrowers and Guarantors. Lenders are willing to provide the credit facility on accordance with the terms and conditions set forth in of this Agreement. D. The Borrower has requested, and the Lenders have agreed, to amend, restate and consolidate the Existing Credit Agreements subject to the terms and conditions of this Agreement. E. In consideration of the mutual covenants and agreements herein contained and of the loans, extensions of credit and commitments hereinafter referred to, the parties hereto agree as follows:

I T A L S. Borrowers A. The Grantor and certain of their respective Subsidiaries Omega Protein Corporation, a Nevada corporation (such term “OPC”, and each other capitalized term used but not otherwise defined in this introductory statement having the meaning specified in Section 1) are currently debtors in reorganization proceedings (together with Grantor, collectively, the “Bankruptcy ProceedingsBorrowers”), the subsidiaries of OPC identified on the signature pages thereto, and Xxxxx Fargo Bank, National Association, a national banking association, as Lender (“Xxxxx Fargo”) under the Bankruptcy Code in the Bankruptcy Court in jointly administered cases No. 13-10125(KJC). Borrowers have filed their Disclosure Statement for the Debtors’ Amended Joint Plan entered into that certain Loan Agreement dated as of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 931] October 21, 2009 (including all exhibits thereto and as amended, modified, and/or supplemented amended or modified from time to time, the “Disclosure StatementExisting Loan Agreement”). ) whereby Xxxxx Fargo agreed to make available to the Borrowers a revolving credit facility (which included a sub-facility for issuance of letters of credit) and to enter into various interest rate, commodity, currency hedging or swap transactions and provide certain treasury or cash management services; and B. In additionconnection with the execution and delivery of the Existing Loan Agreement, on May the Grantor executed and delivered to Xxxxx Fargo that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (as amended or supplemented from time to time in accordance with its terms, called the “Deed of Trust”) dated as of October 21, 20132009 in favor of Xxxxx Fargo and recorded in Book 2857, Borrowers filed their Second Amended Joint Plan of Reorganization and on May 23, 2013 the Bankruptcy Court entered its Final Order Approving the Disclosure Statement and Findings Of Fact, Conclusions of Law, and Order Under Section 1129 Pages 8-65 of the Bankruptcy Code and Bankruptcy Rule 3020 Confirming Official Records of Xxxxxxx County, Mississippi (the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of “Records”) to secure the Bankruptcy Code. In addition to indebtedness under the Loans and other extensions of credit to be provided hereunder, Company and certain of its Subsidiaries will enter into the Term Existing Loan Agreement, which will be secured covers certain real property located in said county as more particularly described in Exhibit “A” attached hereto and incorporated herein by a first priority security interest in the Term Priority Collateral and a second priority security interest in the ABL Priority Collateral. reference; and C. The Obligations hereunder will be secured by a first priority security interest in the ABL Priority Collateral and a second priority security interest in the Term Priority Collateral. Borrowers have requested requested, and Xxxxx Fargo has agreed, that Xxxxx Fargo assign the Existing Loan Agreement to Xxxxx Fargo no longer individually, but in its capacity as Administrative Agent for itself and JPMorgan Chase Bank, N.A., and thereafter to amend and restate the Existing Loan Agreement with an Amended and Restated Loan Agreement to be executed as of the date hereof among the Borrowers, each subsidiary of OPC listed as a “Guarantor” on the signature pages thereto, Xxxxx Fargo in its capacity as Administrative Agent for the Lenders provide (the “Lenders”) from time to time party thereto, and Xxxxx Fargo (in an individual capacity) and JPMorgan Chase Bank, N.A. as the initial Lenders thereunder (the “Amended and Restated Loan Agreement”), pursuant to which the Lenders have agreed to make available to the Borrowers a revolving credit facility (which includes sub-facilities for issuance of letters of credit and swingline loans) with an accordion feature that allows for the expansion of the facility upon satisfaction of prescribed conditions and to enter into various interest rate, commodity, currency hedging or swap transactions and provide certain treasury or cash management services; and X. Xxxxxxxx to that certain Master Assignment Agreement (the “Master Assignment”), dated as of the date hereof, Xxxxx Fargo assigned the Existing Loan Agreement and the other Existing Loan Documents (as defined in the Master Assignment), to the Administrative Agent, and pursuant to that certain Assignment of Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the “Assignment”), dated as of the date hereof, and being recorded in the Records immediately prior to the recording of this Modification, Wells Fargo assigned the Deed of Trust to the Administrative Agent; and E. The Borrowers have requested, and the Administrative Agent has agreed, to finance amend the mutual and collective business enterprise Deed of Borrowers and Guarantors. Lenders are willing to provide the credit facility on the terms and conditions set forth in this AgreementTrust.

I T A L S. Borrowers A. Buyer, NewCo, Opsys Limited (“Opsys”) and certain shareholders of their respective Subsidiaries Opsys are party to a Transaction Agreement, dated October 23, 2002, as amended by an Amended and Restated Settlement and Amendment Agreement, dated as of December 14, 2004 (the “Settlement and Amendment Agreement” and as such agreement may be further amended, the Transaction Agreement”), pursuant to which Buyer subscribed for and purchased the Opsys UK Subscription Shares (as such term and each other capitalized term terms used but not otherwise herein without separate definition are defined in this introductory statement having the meaning specified Transaction Agreement) and Opsys and CDT granted the Opsys UK Options and CDT granted the Opsys Shareholders the Opsys Option; B. Pursuant to the Transaction Agreement, Opsys has exercised the Opsys Option, which requires that the Reddy Escrow Shares and the General Escrow Shares issuable upon exercise of the Opsys Option registered in Section 1) are currently debtors in reorganization proceedings the name of the Escrow Agent (the “Bankruptcy ProceedingsEscrow Consideration”) under be placed in escrow hereunder and held as security for certain contingent liabilities of Opsys; C. NewCo has entered into a Deferred Consideration Agreement, dated as of December , 2004, with the Bankruptcy Code in shareholders of Opsys, pursuant to which it will hold the Bankruptcy Court in jointly administered cases No. 13-10125(KJC). Borrowers have filed their Disclosure Statement CDT Shares to be issued by CDT for the Debtors’ Amended Joint Plan of Reorganization Under Chapter 11 benefit of the Bankruptcy Code [Docket No. 931] Opsys Shareholders (including all exhibits thereto other than the Escrow Consideration) at the Opsys Share Completion Date and as amended, modified, and/or supplemented from time to time, the “Disclosure Statement”). In addition, on May 21, 2013, Borrowers filed their Second Amended Joint Plan of Reorganization and on May 23, 2013 the Bankruptcy Court entered its Final Order Approving the Disclosure Statement and Findings Of Fact, Conclusions of Law, and Order Under Section 1129 any portion of the Bankruptcy Code and Bankruptcy Rule 3020 Confirming the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code. In addition Escrow Consideration released to the Loans and other extensions of credit to be provided hereunder, Company and certain of its Subsidiaries will enter into the Term Loan Agreement, which will be secured by a first priority security interest NewCo from escrow in the Term Priority Collateral and a second priority security interest in the ABL Priority Collateral. The Obligations hereunder will be secured by a first priority security interest in the ABL Priority Collateral and a second priority security interest in the Term Priority Collateral. Borrowers have requested that Lenders provide a revolving credit facility to Borrowers to finance the mutual and collective business enterprise of Borrowers and Guarantors. Lenders are willing to provide the credit facility on accordance with the terms and conditions set forth in this Agreement.hereof;

I T A L S. Borrowers and certain of their respective Subsidiaries (such term A. The Company and each other capitalized term used but not otherwise defined in this introductory statement having of the meaning specified in Section Purchasers signatory thereto have heretofore entered into the Note Purchase Agreement dated as of December 1) are currently debtors in reorganization proceedings , 2001, as amended by a First Amendment thereto dated as of December 1, 2002 and by a Second Amendment thereto dated as of October 1, 2004 (as heretofore so amended, the “2001 Note Purchase Agreement”). The Company has heretofore issued the $90,000,000 6.63% Senior Notes due December 1, 2011 (the “Bankruptcy Proceedings2007 Notes”) dated December 27, 2001 pursuant to the Note Purchase Agreement. The Noteholders are the holders of 100% of the outstanding principal amount of the 2001 Notes. B. The Company has entered into that certain Note Purchase Agreement dated as of February 23, 2007 (the “Cascade Note Purchase Agreement”) between the Company and Cascade Investment L.L.C., a Washington limited liability company (“Cascade”), pursuant to which the Company will issue its $50,000,000 principal amount 5.778% Senior Note due November 30, 2017 (the “Cascade Note”). C. The Company has requested that the 2001 Note Purchase Agreement be amended to, among other things, (1) permit the guaranty of the Cascade Note by certain Material Subsidiaries (as defined in the 2001 Note Purchase Agreement), so long as such Material Subsidiaries guarantee the 2001 Notes, (2) provide that if any Subsidiaries guarantee the obligations of the Company under the Bankruptcy Code Cascade Note, such Subsidiaries would also guarantee the obligations of the Company under the 2001 Notes, (3) exclude from the definition of “Restricted Payment” any dividends or similar payments payable solely to Varistar Corporation, so long as Varistar Corporation is a Wholly-owned Subsidiary of the Company, (4) provide the Noteholders with the benefit of any more restrictive covenants or more favorable terms that may be granted to Cascade, and (5) provide that no Subsidiary Guarantor or Additional Subsidiary Guarantor would be released by the Noteholders unless released by the Lenders and by Cascade. D. The Company and the Noteholders now desire to amend the 2001 Note Purchase Agreement to address the items described in Recital C above in the Bankruptcy Court respects, but only in jointly administered cases Nothe respects, hereinafter set forth. E. Capitalized terms used herein shall have the respective meanings ascribed thereto in the 2001 Note Purchase Agreement (as amended hereby) unless herein defined or the context shall otherwise require. 13-10125(KJC). Borrowers have filed their Disclosure Statement for Now, therefore, upon the Debtors’ Amended Joint Plan of Reorganization Under Chapter 11 full and complete satisfaction of the Bankruptcy Code [Docket No. 931] (including all exhibits thereto and as amended, modified, and/or supplemented from time to time, the “Disclosure Statement”). In addition, on May 21, 2013, Borrowers filed their Second Amended Joint Plan of Reorganization and on May 23, 2013 the Bankruptcy Court entered its Final Order Approving the Disclosure Statement and Findings Of Fact, Conclusions of Law, and Order Under Section 1129 of the Bankruptcy Code and Bankruptcy Rule 3020 Confirming the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code. In addition conditions precedent to the Loans and other extensions effectiveness of credit to be provided hereunder, Company and certain of its Subsidiaries will enter into the Term Loan Agreement, which will be secured by a first priority security interest in the Term Priority Collateral and a second priority security interest in the ABL Priority Collateral. The Obligations hereunder will be secured by a first priority security interest in the ABL Priority Collateral and a second priority security interest in the Term Priority Collateral. Borrowers have requested that Lenders provide a revolving credit facility to Borrowers to finance the mutual and collective business enterprise of Borrowers and Guarantors. Lenders are willing to provide the credit facility on the terms and conditions this Third Amendment set forth in this Agreement.§3.1 hereof, and in consideration of good and

I T A L S. Borrowers 1. The Lenders and certain of their respective Subsidiaries Deutsche Bank AG, New York Branch as agent and representative thereof (in such term and each other capitalized term used but not otherwise defined in this introductory statement having the meaning specified in Section 1) are currently debtors in reorganization proceedings (the capacity, “Bankruptcy ProceedingsLender Agent”) under have entered into a certain Amended and Restated Credit Agreement and Syndicated Facility Agreement dated as of April 22, 2015 with the Bankruptcy Code in the Bankruptcy Court in jointly administered cases No. 13-10125(KJC). Borrowers have filed their Disclosure Statement for the Debtorsnamed therein, Company and Borrowers’ Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 931] Agent (including all exhibits thereto and as amended, modifiedamended and restated, and/or supplemented supplemented, or otherwise modified from time to time, the “Disclosure StatementCredit Agreement”, which term shall also include and refer to any successor or replacement facility of Company and/or its Subsidiaries designated in writing as such by Borrowers’ Agent with Collateral Agent’s consent and acknowledgment of the termination of the predecessor Credit Agreement by an agent to the lenders thereunder). Initially capitalized terms used herein without definition are defined in the Credit Agreement. 2. Pursuant to that certain Credit Agreement and Syndicated Facility Agreement dated as of May 19, 2011 (the “Existing Credit Agreement”) among the Lender Agent, Deutsche Bank Trust Company Americas as collateral agent, the Lenders party thereto from time to time, and the Company, the Borrowers named therein and the Borrowers’ Agent, the Company, the Borrowers’ Agent and the other Subsidiaries party thereto entered into that certain Security Agreement dated as of May 19, 2011 (the “Existing Security Agreement”) granting the security interests set forth therein in favor of Deutsche Bank Trust Company Americas as collateral agent for the benefit of the Secured Parties (in such capacity, the “Existing Collateral Agent”). 3. Pursuant to that certain Assignment Agreement dated as of April 22, 2015 and the Credit Agreement, DBTCA resigned as Collateral Agent (as defined in the Existing Credit Agreement), the Lenders appointed DB as Collateral Agent (as defined in the Credit Agreement) and the Existing Collateral Agent assigned and the Collateral Agent assumed the interest in and to all of the rights, duties and obligations of the “Collateral Agent” under the Loan Documents, including without limitation, the Existing Security Agreement. 4. In addition, on May 21, 2013, Borrowers filed their Second Amended Joint Plan of Reorganization and on May 23, 2013 the Bankruptcy Court entered its Final Order Approving the Disclosure Statement and Findings Of Fact, Conclusions of Law, and Order Under Section 1129 consideration of the Bankruptcy Code and Bankruptcy Rule 3020 Confirming the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code. In addition to the Loans and other extensions of credit to be provided hereunder, Company and certain of its Subsidiaries will enter into under the Term Loan Credit Agreement, which will be secured by the Grantors listed on the signature pages hereof continue, confirm and ratify their grant of a first priority security interest in the Term Priority Collateral and a second priority security interest in Collateral, made pursuant to the ABL Priority Collateral. The Obligations hereunder will be secured by a first priority security interest in the ABL Priority Collateral and a second priority security interest in the Term Priority Collateral. Borrowers have requested that Lenders provide a revolving credit facility to Borrowers to finance the mutual and collective business enterprise of Borrowers and Guarantors. Lenders are willing to provide the credit facility on the terms and conditions set forth in this Existing Security Agreement.

I T A L S. Borrowers A. The Revolving Borrower has entered into a Credit Agreement, dated as of June 30, 1994, as amended and restated as of September 29, 1994 and as amended and restated as of October 4, 1995, with Bank of America National Trust and Savings Association, as the Administrative Co-Agent and Collateral Co-Agent and certain of their respective Subsidiaries (such term and each other capitalized term used but not otherwise defined in this introductory statement having the meaning specified in Section 1) are currently debtors in reorganization proceedings Lenders (the “Bankruptcy Proceedings”) under the Bankruptcy Code "ORIGINAL CREDIT AGREEMENT"). B. The Revolving Borrower is engaged directly and through its various Subsidiaries in the Bankruptcy Court in jointly administered cases No. 13-10125(KJCExisting Lines of Business (as defined herein). Borrowers have filed their Disclosure Statement for the Debtors’ Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 931] (including all exhibits thereto and as amended, modified, . C. The Revolving Borrower and/or supplemented its Subsidiaries may from time to timetime make Approved Acquisitions (as defined herein). D. Under the Original Credit Agreement, the “Disclosure Statement”). In addition, on May 21, 2013, Borrowers filed their Second Amended Joint Plan Revolving Borrower has obtained commitments from the Lenders which are parties thereto pursuant to which (a) Revolving Loans will be made to the Revolving Borrower from time to time prior to the Commitment Termination Date; and (b) Letters of Reorganization and on May 23, 2013 Credit will be issued by an Issuer for the Bankruptcy Court entered its Final Order Approving the Disclosure Statement and Findings Of Fact, Conclusions of Law, and Order Under Section 1129 account of the Bankruptcy Code Revolving Borrower and Bankruptcy Rule 3020 Confirming under the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 several responsibilities of the Bankruptcy Code. In addition Lenders from time to time prior to the Commitment Termination Date. E. In connection with the acquisition of all the issued and outstanding capital stock of the Term Borrower, the Revolving Borrower has requested the Co- Agents and the Lenders to amend and restate the Original Credit Agreement to provide, among other things, for: (a) Term Loans and other extensions of credit to be provided hereunder, Company and certain of its Subsidiaries will enter into made to the Term Loan AgreementBorrower; (b) The Revolving Borrower to guaranty such Term Loans; (c) The Term Borrower to incur Indebtedness in an amount up to U.S. $20,000,000 or its Dollar Equivalent (as defined herein) pursuant to a Qualified Working Capital Facility (as defined herein) and to pledge its assets to secure such Indebtedness; and (d) Such other changes, which will be secured by a first priority security interest in the Term Priority Collateral and a second priority security interest in the ABL Priority Collateral. The Obligations hereunder will be secured by a first priority security interest in the ABL Priority Collateral and a second priority security interest in the Term Priority Collateral. Borrowers have requested that Lenders provide a revolving credit facility to Borrowers to finance the mutual and collective business enterprise of Borrowers and Guarantors. Lenders are willing to provide the credit facility all on the terms and conditions set forth in this herein. F. The Lenders are willing, on the terms and subject to the conditions hereinafter set forth (including ARTICLE VI), to so amend and restate the Original Credit Agreement. G. The proceeds of Revolving Loans and Letters of Credit have been and will be used to finance Approved Acquisitions (as defined herein) and for general corporate purposes of the Revolving Borrower other than Restricted Payments and the proceeds of Term Loans will be used to refinance Indebtedness of the Term Borrower to the Revolving Borrower incurred in connection with the acquisition by the Revolving Borrower of all the issued and outstanding stock of the Term Borrower.

I T A L S. Borrowers The Depositor, the Property Trustee, the Delaware Trustee and Jamex X. Xxxx, xx Administrative Trustee, have heretofore duly created and continued a business trust under the Delaware Business Trust Act by the entering into that certain Trust Agreement, dated as of their respective Subsidiaries (such term and each other capitalized term used but not otherwise defined in this introductory statement having the meaning specified in Section 1) are currently debtors in reorganization proceedings September 21, 1999 (the “Bankruptcy Proceedings”) under "Original Trust Agreement"), as amended by the Bankruptcy Code in the Bankruptcy Court in jointly administered cases No. 13-10125(KJC). Borrowers have filed their Disclosure Statement for the Debtors’ Amended Joint Plan Removal and Appointment of Reorganization Under Chapter 11 Trustee and Amendment of Trust Agreement of the Bankruptcy Code [Docket No. 931] Trust, dated as of August 15, 2000, and by the execution and filing with the Secretary of State of the State of Delaware of the Certificate of Trust, dated September 21, 1999, as amended by the Certificate of Amendment to Certificate of Trust, dated May 22, 2000, as amended by the Amended and Restated Certificate of Trust of PPL Capital Funding Trust I, dated as of August 15, 2000, copies of which are attached as Exhibit A (including all exhibits thereto and as amended, modified, and/or supplemented it may be amended from time to time, the “Disclosure Statement”"Certificate of Trust"). In additionThe Trust, on the Depositor and the Subordinated Notes Issuer have entered into an Underwriting Agreement dated May 213, 20132001 with Morgxx Xxxnxxx & Xo. Incorporated, Borrowers filed their Second Amended Joint Plan of Reorganization Credit Suisse First Boston Corporation, First Union Securities, Inc., Goldxxx, Xxchs & Co., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated and on May 23UBS Warburg LLC. The parties hereto desire to amend and restate the Original Trust Agreement in its entirety as set forth herein to provide for, 2013 among other things, (i) the Bankruptcy Court entered its Final Order Approving the Disclosure Statement and Findings Of Fact, Conclusions of Law, and Order Under Section 1129 issuance of the Bankruptcy Code Common Trust Securities and Bankruptcy Rule 3020 Confirming Preferred Trust Securities, as hereinafter defined, by the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 Trust to the Subordinated Notes Issuer in exchange for the Subordinated Notes, as hereinafter defined, (ii) the sale of the Bankruptcy Code. In addition Preferred Trust Securities to the Loans public by the PPL Capital Funding and other extensions (iii) the acquisition by the Trust of credit to be provided hereunderall of the right, Company title and certain of its Subsidiaries will enter into the Term Loan Agreement, which will be secured by a first priority security interest in the Term Priority Collateral and a second priority security interest in the ABL Priority Collateral. The Obligations hereunder will be secured by a first priority security interest in the ABL Priority Collateral and a second priority security interest in the Term Priority Collateral. Borrowers have requested that Lenders provide a revolving credit facility to Borrowers to finance the mutual and collective business enterprise of Borrowers and Guarantors. Lenders are willing to provide the credit facility on the terms and conditions set forth in this AgreementSubordinated Notes, as hereinafter defined.

I T A L S. Borrowers A. Pekin is entering into a credit facility with 1ST FARM CREDIT SERVICES, PCA (“Lender”), as Lender and certain COBANK, ACB, as Cash Management Provider and Agent (“CoBank” and, collectively with Lender, the “Lender Parties”), which credit facility consists of their respective Subsidiaries a $32,000,000 revolving term loan and a $64,000,000 term loan (such term collectively, the “Pekin Credit Facility”). The Pekin Credit Facility will be secured by all of the assets of Pekin, including the real property and each other capitalized term used but not the improvements thereon commonly referred to as the “Pekin ethanol plant facility”, all as further described in the loan documents evidencing, supporting and otherwise defined in this introductory statement having securing the meaning specified in Section 1) are currently debtors in reorganization proceedings Pekin Credit Facility (the “Bankruptcy ProceedingsPekin Loan Documents”), including the Illinois Future Advance Real Estate Mortgage (the “Pekin Mortgage”). B. ACEC and PEC are entering into a joint venture pursuant to which certain assets of ACEC will be contributed to PAL, including that certain real property described as the “Grain Facilities” and PEC will contribute to PAL all of PEC’s ownership interests in and to Pacific Ethanol Aurora East, LLC, a Delaware limited liability company (“AE”) under the Bankruptcy Code in the Bankruptcy Court in jointly administered cases No. 13-10125(KJC). Borrowers have filed their Disclosure Statement for the Debtors’ Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 931] and Pacific Ethanol Xxxxxx Xxxx, LLC, a Delaware limited liability company (including all exhibits thereto “AW”, and as amended, modified, and/or supplemented from time to timetogether with AE, the “Disclosure StatementPlant Owners”), all pursuant to that certain Contribution Agreement dated as of December __, 2016 among PEC, ACEC and PAL (the “Contribution Agreement”). In addition, on May 21, 2013, Borrowers filed their Second Amended Joint Plan of Reorganization and on May 23, 2013 the Bankruptcy Court entered addition to its Final Order Approving the Disclosure Statement and Findings Of Fact, Conclusions of Law, and Order Under Section 1129 contribution of the Bankruptcy Code and Bankruptcy Rule 3020 Confirming the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code. In addition to the Loans Grain Facilities and other extensions assets (all as further described in the Contribution Agreement) to PAL, ACEC is also purchasing additional ownership interests in PAL from PEC for the sum of $30,000,000 (the “ACEC-PEC Payment”). ACEC is required to transfer the Grain Facilities to PAL free and clear of all liens, including those certain liens commonly referred to as the MetLife and Xxxxx Fargo liens (collectively, the “MetLife Liens”). ACEC will also deposit into Escrow that amount necessary to obtain the release and reconveyance of those liens (collectively, the “Metlife Release Payment”). The foregoing transactions are collectively referred to as the “Aurora JV Transaction”. C. PAL, AW and AE are entering into a credit facility with CoBank, which credit facility consists of a $30,000,000 revolving term loan (“Aurora Term Loan”) and a $500,000 letter of credit to be provided hereunderfacility (collectively, Company and certain of its Subsidiaries will enter into the Term Loan Agreement, which “Aurora Credit Facility”). The Aurora Credit Facility will be secured by a first priority security interest all of the assets of PAL, AE and AW, including the real property and the improvements thereon commonly referred to as the “Aurora ethanol plant facilities” and the Grain Facilities, all as further described in the Term Priority Collateral loan documents evidencing, supporting and a second priority security interest otherwise securing the Aurora Credit Facility (the “Aurora Loan Documents”), including those certain Real Estate Deeds of Trust (collectively, the “Aurora Mortgages” and, together with the Pekin Mortgage, the “Mortgages”). D. The proceeds from the Pekin Credit Facility and the ACEC-PEC Payment are to be used toward the payment in full of that certain term loan in the ABL Priority Collateralestimated aggregate outstanding amount of approximately $158,650,000 pursuant to that certain Amended and Restated Senior Secured Term Loan Credit Agreement dated as of September 24, 2012 by and among PEC as borrower thereunder, Pekin, AW and AE as guarantors thereunder, Citibank, N.A., as administrative agent and collateral agent and certain lenders thereunder (the “Citibank Term Loan”), which Citibank Term Loan is currently secured by substantially all of the assets of PEC, Pekin, AE and AW. After application of the Pekin Credit Facility proceeds, the ACEC-PEC Payment, the Metlife Release Payment and any proceeds from the Aurora Term Loan to be advanced at closing, PEC will contribute an amount (the “PEC Payment”) which is equal to the remaining amounts required to pay (i) the Citibank Term Loan in full and (ii) all other amounts required to be paid under the Closing Statements (as defined in the Lender Instructions (as defined below)) in order to close the Transactions (as defined below), all as further described in the Sources and Uses Statement which is attached hereto as Exhibit A (the “Sources and Uses Statement”). E. The Obligations hereunder source of the PEC Payment shall be a new loan which is being obtained by Pacific Ethanol, Inc. (“PEI”) substantially concurrently herewith (the “New PEI Loan”), certain proceeds of which will be secured deposited (on behalf of PEC, PEI’s wholly owned subsidiary) into Escrow as the PEC Payment. Certain of the lenders under the New PEI Loan are also lenders under the existing Citibank Term Loan. Certain of those lenders (the “Rollover Lenders”) have requested, and PEI has agreed, that such Rollover Lenders’ respective commitments under the Citibank Term Loan will be paid off by the issuance of new notes to such Rollover Lenders under the New PEI Loan (collectively, the “New PEI Notes”). As such, the PEC Payment, and the payoff of the Citibank Term Loan at the closing of Escrow, will consist of both a first priority security interest in cash payment to Citibank, N.A. (as the ABL Priority Collateral agent under the Citibank Term Loan) and a second priority security interest in the delivery of the New PEI Notes to the Rollover Lenders (collectively, the “Citibank Payoff”). F. The Pekin Credit Facility proceeds, The Aurora Term Priority Collateral. Borrowers have requested that Lenders provide a revolving credit facility Loan proceeds, the ACEC-PEC Payment, the MetLife Release Payment and the PEC Payment are collectively referred to Borrowers as the “Funding Amounts”. G. Closing of each of the Pekin Credit Facility and the Aurora Credit Facility are expressly conditioned upon satisfaction of CoBank’s and Lender Parties conditions precedent to finance closing (collectively, the mutual and collective business enterprise of Borrowers and Guarantors. Lenders are willing to provide the credit facility on the terms and conditions “Lender Conditions”), all as set forth in the Pekin Loan Documents and the Aurora Loan Documents, and as further described in those certain lender closing instructions prepared by CoBank for each of the Pekin Credit Facility and the Aurora Credit Facility, which closing instructions have been approved by Pekin, PAL, AW, AE and the Escrow Agent substantially concurrently herewith, which approval is evidenced by their respective execution thereof (collectively, the “Lender Closing Instructions”). H. In addition to and in supplement of the Lender Conditions, the closing of the Pekin Credit Facility, the Aurora Credit Facility and the Aurora JV Transaction (collectively, the “Transactions”), which closing is presently scheduled to close by no later than December 16, 2016 (as may be adjusted from time to time by the Parties, the “Closing Date”) is conditioned upon the funding of the Funding Amounts and the simultaneous closing of all of the Transactions. In order to facilitate the simultaneous closing of the Transactions, the Parties desire to enter into this Agreement.Agreement and establish an escrow with Escrow Agent (the “Escrow”) and Escrow Agent has agreed to serve in the capacity as escrow agent, to hold certain documents of the Transactions and to hold and distribute the Funding Amounts solely pursuant to the terms hereinafter set forth and as set forth in the Lender Closing Instructions. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

I T A L S. Borrowers and certain of their respective Subsidiaries A. AMRESCO Capital, L.P., a Delaware limited partnership (such term and each other capitalized term used but not otherwise defined in this introductory statement having the meaning specified in Section 1) are currently debtors in reorganization proceedings “Original Lender”), made a loan (the “Bankruptcy ProceedingsLoan”) in the original principal amount of TEN MILLION THREE HUNDRED NINETY-FIVE THOUSAND AND NO/100 DOLLARS ($10,395,000.00) to Original Borrower. B. To evidence the Loan, Original Borrower executed and delivered to Original Lender that certain Fixed Rate Note dated September 29, 1999 (the “Note”), payable to the order of Original Lender in the original principal sum of TEN MILLION THREE HUNDRED NINETY-FIVE THOUSAND AND NO/100 DOLLARS ($10,395,000.00), bearing interest and being payable as therein provided. C. Payment of the Note is secured by, among other instruments, that certain Mortgage and Security Agreement of even date therewith (the “Mortgage”), executed by Original Borrower for the benefit of Original Lender, encumbering, among other property, that certain parcel of real property located in Middlesex County, Massachusetts, which is more particularly described on Exhibit A attached hereto and incorporated herein for all purposes (the “Property”). D. The Mortgage is recorded in Deed Book 10436, Page 268 of the Registry of Deeds of Middlesex County, Massachusetts (the “Records”), said Mortgage and the record thereof being incorporated herein for all purposes. E. Payment of the Note is further secured by certain other instruments, including specifically, without limitation, that certain Assignment of Leases and Rents of even date with the Note (the “Assignment of Leases”), recorded in Deed Book 10437, Page 1 of the Records. F. Original Borrower also executed an Environmental Liabilities Agreement (the “Environmental Indemnity”) with respect to the Loan and Emeritus Corporation, a Washington corporation (“Emeritus”) executed a Guaranty (herein so called) guarantying Original Borrower’s obligations under the Bankruptcy Code Environmental Indemnity as well as those matters commonly known as “non-recourse carveouts” set forth in the Bankruptcy Court Note. G. Original Borrower, Emeritus and Original Lender also entered into a Cash Management Agreement (herein so called) with respect to the Loan. H. Original Borrower also executed a Payment and Performance Guaranty (herein so called) of even date with the Note, whereby Original Borrower guaranteed the obligations of certain of its affiliates. I. Original Lender sold and transferred certain mortgage loans including the Loan to Credit Suisse First Boston Mortgage Capital LLC (“CSFBMC”) who in jointly administered cases No. 13turn sold them to the trust fund formed pursuant to the Pooling and Servicing Agreement dated June 16, 2000, by and between Credit Suisse First Boston Mortgage Securities Corp., as depositor, Lender, as lender, [SB043500.134] CapMark Services, L.P. (predecessor-10125(KJCin-interest to GMAC Commercial Mortgage Corporation) as master servicer and Lend Lease Asset Management, L.P. (predecessor-in-interest to GMAC Commercial Mortgage Corporation) and National Consumer Cooperative Bank, both as special servicers (the “Pooling and Servicing Agreement”). Borrowers have filed their Disclosure Statement for . J. Original Borrower desires to sell, convey and transfer the Debtors’ Amended Joint Plan of Reorganization Under Chapter 11 Property to New Borrower subject to New Borrower’s assumption of the Bankruptcy Code [Docket No. 931] Note, the Mortgage, the Environmental Indemnity, the Assignment of Leases, the Payment and Performance Guaranty, the Cash Management Agreement and all other instruments evidencing or securing the indebtedness (including all exhibits thereto and as amended, modified, and/or supplemented from time to timecollectively, the “Disclosure StatementLoan Documents”). In addition) and Original Borrower and New Borrower have requested Lender’s consent to such transfer and assumption. K. Simultaneously with the transfer and assumption, on May 21, 2013, Borrowers filed their Second Amended Joint Plan of Reorganization Original Borrower and on May 23, 2013 the Bankruptcy Court entered its Final Order Approving the Disclosure Statement and Findings Of Fact, Conclusions of Law, and Order Under Section 1129 of the Bankruptcy Code and Bankruptcy Rule 3020 Confirming the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code. In addition to the Loans and other extensions of credit to be provided hereunder, Company and certain of its Subsidiaries New Borrower will enter into a Lease Agreement (the Term Loan Agreement“Operating Lease”) whereby Original Borrower (herein “Operating Lessee” in such context) will lease the Property back from New Borrower and, which will be secured by a first priority security interest in addition to seeking Lender’s consent to the Term Priority Collateral transfer and a second priority security interest in the ABL Priority Collateral. The Obligations hereunder will be secured by a first priority security interest in the ABL Priority Collateral assumption, Original Borrower and a second priority security interest in the Term Priority Collateral. Borrowers New Borrower have requested that Lenders provide a revolving credit facility Lender’s consent to Borrowers New Borrower’s lease of the Property to finance Original Borrower as Operating Lessee pursuant to the mutual Operating Lease. L. Lender desires to grant its consent to the transfer and collective business enterprise of Borrowers assumption and Guarantors. Lenders are willing the lease transaction subject to provide the credit facility on the terms and conditions set forth as more specifically provided hereinbelow. Capitalized terms used but not defined herein shall have the meaning ascribed to them in this Agreementthe Mortgage.

I T A L S. Borrowers and certain A. The Shipowner is the sole owner of their respective Subsidiaries (such term and each other capitalized term used but not otherwise defined 100% of the following Vanuatu flag vessel: which vessel has been duly documented in this introductory statement having the meaning specified name of the Shipowner in Section 1) are currently debtors in reorganization proceedings accordance with the laws of the Republic of Vanuatu (the “Bankruptcy ProceedingsVessel”) under ). B. Hercules Offshore, LLC, a Delaware limited liability company (the Bankruptcy Code in the Bankruptcy Court in jointly administered cases No. 13-10125(KJC“Borrower”). Borrowers have filed their Disclosure Statement for the Debtors’ Amended Joint Plan , has entered into that certain Credit Agreement dated as of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 931] June 29, 2005 (including all exhibits thereto and as amended, modified, and/or supplemented or otherwise modified from time to time, the “Disclosure StatementCredit Agreement”), among the Borrower, the Mortgagee and the Lenders, a copy of which is attached hereto as Exhibit A and incorporated herein by reference, providing for the making of the Loans to the Borrower, all as contemplated therein. C. The Shipowner is a wholly-owned subsidiary of the Borrower, and the Shipowner will derive substantial benefits from the making of the Loans to the Borrower. D. It is a condition precedent to the obligation of the Lenders to make the Loans to the Borrower under the Credit Agreement that the Shipowner shall have executed and delivered this Mortgage to the Mortgagee. E. Pursuant to the Credit Agreement, the Mortgagee has agreed to act as Administrative Agent on behalf of the Lenders with respect to this Mortgage. F. The Shipowner has heretofore agreed to execute and deliver this First Preferred Ship Mortgage (the “Mortgage”) on the Vessel to secure, inter alia, the Borrower’s indebtedness pursuant to the Credit Agreement in the original principal amount of USD 190,000,000 and interest thereon and premium, if any, and all other amounts payable hereunder and under the other Loan Documents and the Secured Swap Agreements and to secure the full and punctual performance and observance of all agreements, covenants and conditions contained herein and contained in the Credit Agreement, the Notes and the other Loan Documents. The formula for the calculation of interest, premium and the terms of their payment together with the terms of the repayment and prepayment of principal, as well as certain agreements, covenants and conditions, are provided in the Credit Agreement. In additionconsideration of the premises and the additional covenants herein contained and for other good and valuable consideration, on May 21, 2013, Borrowers filed their Second Amended Joint Plan the receipt and accuracy of Reorganization and on May 23, 2013 the Bankruptcy Court entered its Final Order Approving the Disclosure Statement and Findings Of Fact, Conclusions of Lawwhich are hereby acknowledged, and Order Under Section 1129 for the purpose of securing as a priority in favor of the Bankruptcy Code and Bankruptcy Rule 3020 Confirming Mortgagee, for the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 benefit of the Bankruptcy CodeLenders, the due and punctual payment and performance of the Obligations (as defined below), the Shipowner has granted, conveyed, mortgaged, pledged, confirmed, assigned, transferred and set over and by these presents does grant, convey, mortgage, pledge, confirm, assign, transfer and set over, unto the Mortgagee, for the benefit of the Lenders, and its successors and assigns, the whole 100% of the above mentioned Vessel owned by the Shipowner, including, without limitation, all of the boilers, engines, machinery, masts, spars, boats, anchors, cables, chains, rigging, tackle, capstans, outfit, tools, pumps and pumping equipment, apparel, furniture equipment, drilling equipment, drill pipes, drilling masts, rotary tables, substructures, draw work, drill bits, blowout prevention equipment, collars, racking, housing, spare parts and supporting inventory, vehicles and living quarters (excluding equipment aboard the Vessel which is not owned by the Shipowner) and all other appurtenances to said Vessel appertaining or belonging, whether now owned or hereafter acquired, whether on board or not, and also any and all additions, improvements and replacements in general effected subsequently on or to the Vessel, or any part thereof, or appurtenance thereto; TO HAVE AND TO HOLD all and singular the above mortgaged and described property unto the Mortgagee and its successors and assigns, to its and to its successors’ and assigns’ own use, benefit and behoof forever; PROVIDED, HOWEVER, and these presents are upon the condition, if the Shipowner or the other Obligors (as defined below) or their successors or assigns shall pay or cause to be paid to the Mortgagee and the Lenders the Obligations (as defined below), as and when the same shall become due and payable in accordance with the terms of the Credit Agreement, the other Loan Documents and this Mortgage, and shall duly perform the agreements, covenants and conditions herein and in the Credit Agreement and other Loan Documents, then this Mortgage and the rights hereby granted shall cease and be void, otherwise to remain in full force and effect. In addition This Mortgage secures and enforces the following (collectively, the “Obligations”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit and amounts owing of the types described below, whether outstanding on the date hereof or extended or owing from time to time after the date hereof): (a) all indebtedness, liabilities, obligations and undertakings of every kind or description of the Shipowner, the Borrower and its Subsidiaries (collectively, the “Obligors”), (including, without limitation, all Indebtedness) to the Administrative Agent, the Lenders, or any Secured Swap Provider, arising out of or outstanding or owing under, advanced or issued pursuant to, or evidenced by, the Credit Agreement, the Notes and each other Loan Document to which any of them is a party or the Secured Swap Agreements to which any Secured Swap Provider is a party, including, without limitation, the unpaid principal of and interest and premium on the Loans and all other extensions obligations and liabilities of credit the Obligors (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Obligor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, arising out of or outstanding under, advanced or issued pursuant to, or evidenced by, the Credit Agreement, the Notes, any other Loan Document or any Secured Swap Agreement, and whether on account of principal, interest, premium, reimbursement obligations, amounts owing upon liquidation, acceleration of obligations under, or termination (including early termination) of any Secured Swap Agreement, fees, indemnities, costs, expenses or otherwise (including, without limitation, all costs, fees and disbursements of counsel to the Mortgagor or any Agent, Lender or Secured Swap Provider that are required to be provided hereunder, Company and certain paid by the Obligors pursuant to the terms of its Subsidiaries will enter into the Term Loan Credit Agreement, which will the Notes, any other Loan Document or any Secured Swap Agreement); (b) the prompt and complete payment when due of any and all additional loans or advances made by the Lenders to or for the benefit of the Borrower or any other Obligor pursuant to the Credit Agreement or any other Loan Document (it being contemplated that the Lenders may lend additional sums to the Obligors pursuant to the Credit Agreement or the other Loan Documents from time to time, but shall not be obligated to do so except as expressly set forth in the Credit Agreement or such other Loan Document, and the Shipowner and the Mortgagee agree that the payment of any such additional loans shall be secured by a first priority security interest this Mortgage); (c) the prompt and complete payment when due of any and all sums which may be advanced or paid by the Mortgagee or the Lenders under the terms hereof or of the Credit Agreement or other Loan Documents on account of the failure of the Shipowner to comply with the covenants of the Shipowner contained herein, or the failure of the Shipowner or any other Obligor to comply with the covenants of the Shipowner or any other Obligor contained in the Term Priority Collateral Credit Agreement or any other Loan Documents; and a second priority all other indebtedness of the Shipowner arising pursuant to the provisions of this Mortgage, including penalties, indemnities, legal and other fees, charges and expenses, and amounts advanced by and expenses incurred in order to preserve any collateral or security interest in interest, whether due after acceleration or otherwise; (d) the ABL Priority Collateral. The Obligations hereunder will be secured by a first priority security interest in the ABL Priority Collateral timely and a second priority security interest in the Term Priority Collateral. Borrowers have requested that Lenders provide a revolving credit facility to Borrowers to finance the mutual and collective business enterprise complete performance of Borrowers and Guarantors. Lenders are willing to provide the credit facility on the terms all agreements, covenants and conditions set forth contained in this Mortgage, the Credit Agreement., the Notes and the other Loan Documents; and

I T A L S. Borrowers and certain of their respective Subsidiaries (such term and each other capitalized term used but not otherwise defined in this introductory statement having the meaning specified in Section 1) are currently debtors in reorganization proceedings (the “Bankruptcy Proceedings”) under the Bankruptcy Code in the Bankruptcy Court in jointly administered cases No. 13-10125(KJC). Borrowers have filed their Disclosure Statement for the Debtors’ Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 931] (including all exhibits thereto and as amended, modified, and/or supplemented from time to time, the “Disclosure Statement”). In addition, on May 21, 2013, Borrowers filed their Second Amended Joint Plan of Reorganization and on May 23, 2013 the Bankruptcy Court entered its Final Order Approving the Disclosure Statement and Findings Of Fact, Conclusions of Law, and Order Under Section 1129 of the Bankruptcy Code and Bankruptcy Rule 3020 Confirming the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code. In addition to the Loans and other extensions of credit to be provided hereunder, on the Closing Date, Company and certain of its Subsidiaries will enter into the Term Loan Agreement, which will be secured by a first priority security interest in the Term Priority Collateral and a second priority security interest in the ABL Priority Collateral. The Obligations hereunder will be secured by a first priority security interest in the ABL Priority Collateral and a second priority security interest in the Term Priority Collateral. Borrowers have requested that Lenders provide a revolving credit facility to Borrowers to finance the mutual and collective business enterprise of Borrowers and Guarantors. Lenders are willing to provide the credit facility on the terms and conditions set forth in this Agreement.

I T A L S. Borrowers A. The US Borrower, Canadian Borrower, Administrative Agent and certain Lenders are parties to an Amended and Restated Credit Agreement dated as of their respective Subsidiaries January 16, 2018, as subject to a First Amendment Agreement dated as of March 14, 2019, and as subject to further amendment pursuant to the Existing Forbearance Agreement (such term hereafter defined) (collectively, the “Credit Agreement”). The Borrowers, Lenders, Administrative Agent and each other capitalized term used but not otherwise defined in this introductory statement having the meaning specified in Section 1) Guarantors are currently debtors in reorganization proceedings parties to a Forbearance Agreement dated effective as of November 22, 2019 (the “Bankruptcy ProceedingsOriginal Forbearance Agreement”) under and an Amendment to Forbearance Agreement and Other Loan Documents (the Bankruptcy Code "First Amendment") dated effective as of March 13, 2020, which Original Forbearance Agreement as amended by the First Amendment (herein referred to as the “Existing Forbearance Agreement”) amends the Credit Agreement and other Loan Documents. The applicable forbearance period pursuant to the Existing Forbearance Agreement continues through May 29, 2020. Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Bankruptcy Court Existing Forbearance Agreement or, if not defined therein, the Credit Agreement. The Credit Agreement amends and restates and supersedes the Original Credit Agreement. B. In connection with the Credit Agreement, the Lenders extended (i) a Revolving Credit Commitment to the Borrowers in jointly administered cases No. 13-10125(KJC). Borrowers have filed their Disclosure Statement for the Debtors’ Amended Joint Plan respect of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 931] all Revolving Loans (including all exhibits thereto a US Revolving Loan or a Canadian Revolving Loan), Swing Loans and obligations as amended, modified, and/or supplemented from time to timeLetters of Credit (collectively, the “Disclosure StatementRevolver”), (ii) a US Term Loan Commitment to the US Borrower in respect of the US Term Loan, and (iii) a Canadian Term Loan Commitment to the Canadian Borrower in respect of the Canadian Term Loan. In addition(The US Term Loan and the Canadian Term Loan shall be referred to herein as the "Term Loans".) The Revolver (in the original and a current commitment amount up to $40,000,000, subject to an availability block), the US Term Loan to the US Borrower (in the original commitment amount of $32,000,000) and the Canadian Term Loan to the Canadian Borrower (in the original commitment amount of $13,000,000), are in the current principal amounts as of May 26, 2020 of $2,929,342.00, $26,400,000.00 and $10,725,000.00, respectfully, and shall be referred to collectively herein, together with all other loans pursuant to the Loan Documents, As defined in the Credit Agreement and also including all loan documents in respect of the Original Credit Agreement. as the “Loans.” C. The Loans are evidenced and secured by the Loan Documents (as defined in the Credit Agreement), including the Notes and Security Documents and each Guaranty of Payment and Guaranty of Payment Joinder, and all loan documents in respect of the Original Credit Agreement, among other documentation, without limitation, evidencing, acting as security for, or executed in connection with the Loans, including but not limited to the Existing Forbearance Agreement as amended by this Amendment (collectively, the “Loan Documents”). D. The Borrowers, Guarantors, Administrative Agent and Lenders hereby acknowledge and confirm: (i) that the following events of default (the "Existing Defaults") have occurred and are continuing pursuant to the Loan Documents: The Borrowers failed to maintain (a) the required Fixed Charge Coverage Ratio pursuant to Section 5.7(b) of the Credit Agreement for the fiscal quarters of the US Borrower ended September 30, 2019, December 31, 2019 and March 31, 2020, and (b) the Leverage Ratio pursuant to Section 5.7(a) of the Credit Agreement for the fiscal quarters of the US Borrower ended December 31, 2019 and March 31, 2020, and such covenant violations constitute Events of Default pursuant to Section 7.2 of the Credit Agreement, Section 16 of the Amended Security Agreement and Section 22 of each of the Mortgages, without limitation as to other resulting defaults pursuant to the Loan Documents not acknowledged hereby; and The Borrowers failed to obtain a written commitment from involved parties and/or lenders providing the basis for implementation of a new capital structure, on May 21or before (a) February 14, 2013, Borrowers filed their Second Amended Joint Plan 2020 as required pursuant to Section 4(b)(vi) of Reorganization and on May 23, 2013 the Bankruptcy Court entered its Final Order Approving the Disclosure Statement and Findings Of Fact, Conclusions of LawOriginal Forbearance Agreement, and Order Under (b) May 15, 2020 as required pursuant to Section 1129 (4)(b)(ii) of the Bankruptcy Code Existing Forbearance Agreement, without limitation as to related defaults. (ii) that further defaults under Section 5.7, parts (a) and Bankruptcy Rule 3020 Confirming the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 (b), of the Bankruptcy CodeCredit Agreement dealing with the Leverage Ratio and the Fixed Charge Coverage Ratio (collectively, the “Specified Potential Defaults”) may occur with respect to the June 30, 2020 measurement date. In addition The Administrative Agent and Lenders reserve all rights and remedies in respect of the Existing Defaults and any Specified Potential Defaults, including but not limited to the establishment of a “Cash Collateral Account” as defined in and pursuant to the Amended Security Agreement and the Canadian Security Agreement. E. As of May 26, 2020, the total principal amount due to the Lenders from the Borrowers pursuant to the Loans is $40,054,342.00, including a principal balance of $2,929,342.00, in respect of the Revolver, a principal balance of $26,400,000.00 on the US Term Loan, and a principal balance of $10,725,000.00 on the Canadian Term Loan. As of May 26, 2020, the total amount due to the Lenders from the Borrowers in connection with the Loans is a principal amount not less than $40,054,342.00, plus interest, default interest, other existing and continuing amounts now due and hereafter arising pursuant to the Loan Documents and this Amendment including, without limitation, attorneys’ fees and expenses, and other extensions bank charges, fees and costs (collectively, all of credit to be provided hereundersuch stated, Company unstated, current and certain future amounts, and further including the definition of its Subsidiaries will enter into Obligations as contained in the Term Loan Credit Agreement, which will be secured by a first priority security interest in the Term Priority Collateral and a second priority security interest in the ABL Priority Collateral. “Obligations”). F. The Obligations hereunder will be secured by a first priority security interest in the ABL Priority Collateral and a second priority security interest in the Term Priority Collateral. Borrowers have requested that the Administrative Agent and Lenders provide extend the applicable forbearance period and continue to forbear from exercising remedies as a revolving credit facility to Borrowers to finance result of the mutual Existing Defaults and collective business enterprise of Borrowers any Specified Potential Defaults. The Administrative Agent and Guarantors. Lenders are willing to provide forbear for certain additional time in connection with the credit facility Loans on the terms and conditions set forth in this Agreementherein.

I T A L S. Borrowers A. Mortgagor has requested, and certain Mortgagee has extended, a loan in the aggregate principal amount of their respective Subsidiaries One Million Four Hundred Thousand and 00/100 Dollars (such term $1,400,000.00) to Mortgagor (hereinafter referred to as the "Loan"). B. The Loan is evidenced by two notes of even date herewith in the principal amounts of $900,000.00 (the "Term Loan Note") and each other capitalized term used $500,000.00 (the "Line of Credit Note"). The Term Note and the Line of Credit Note, together with any and all amendments, modifications, renewals, extensions, replacements, restatements, and refinancings thereof are hereinafter collectively referred to as the "Notes". C. The Loan has been guaranteed by American Stone Industries, Inc. (the "Guarantor") pursuant to a Guaranty Agreement With Warrant To Confess Judgment of even date herewith (the "Guaranty"). D. Mortgagor, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged and as security for: (1) the payment, performance and observance by Mortgagor of Mortgagor's obligations in connection with the Loan, including but not otherwise defined limited to principal, interest, late charges and other obligations under the Notes; (2) the payment by Mortgagor to Mortgagee of all sums incurred, expended or advanced by Mortgagee pursuant to any provision of this Mortgage; and (3) the payment, performance and observance by Mortgagor of each and every other covenant, condition and obligation contained in this introductory statement having Mortgage or referred to herein, or incurred in connection herewith (collectively, the meaning specified "Indebtedness"), Mortgagor grants, conveys, and mortgages unto Mortgagee all that certain real estate and improvements thereon erected situate in Section the Township of Xxxxxxxx, County of Erie and State of Ohio, and more particularly described on Exhibit "A", attached hereto and made a part hereof. TOGETHER WITH all of Mortgagor's right, title and interest now owned or hereafter acquired in: (1) all buildings and other improvements erected or hereafter erected thereon; and (2) all fixtures, now or at any time hereafter installed in, attached to or a part of the above described real estate or any buildings and improvements now or hereafter erected thereon and all replacements thereof and proceeds thereof; and (3) any and all tenements, hereditaments and appurtenances belonging to the real estate or any part thereof hereby mortgaged or intended so to be, or in any way appertaining thereto, and all streets, alleys, passages, ways, water courses, and all easements and covenants now existing or hereafter created for the benefit of Mortgagor or any subsequent owner or tenant of the mortgaged real estate over ground adjoining the mortgaged real estate and all rights to enforce the maintenance thereof, and all other rights, liberties and privileges of whatsoever kind or character, and the reversions and remainders, income, rents, issue and profits arising therefrom, and all the estate, right, title, interest, property, possession, claim and demand whatsoever, at law or in equity, of Mortgagor in and to the real estate or any part thereof; and (4) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims, including, without limitation, proceeds of insurance and condemnation awards; and (5) all monies due or to become due under, and all right, title and interest in, to and under, any lease or leases now or hereafter affecting the aforesaid real estate and improvements; and All of the above-mentioned real estate, buildings and improvements, fixtures, tenements, hereditaments and appurtenances, and other property interests are currently debtors sometimes collectively referred to herein as the "Mortgaged Property". TO HAVE AND TO HOLD the Mortgaged Property hereby conveyed or mentioned and intended so to be, unto Mortgagee, its successors and assigns to its own use forever. PROVIDED ALWAYS, and this instrument is upon the express condition that, if Mortgagor causes to be paid to Mortgagee all sums payable by Mortgagor to Mortgagee in reorganization proceedings (accordance with the “Bankruptcy Proceedings”) under provisions of each of the Bankruptcy Code Notes and this Mortgage, at the times and in the Bankruptcy Court manner specified, without deduction, fraud, or delay, and Mortgagor performs and complies with all the agreements, conditions, covenants, provisions and stipulations contained herein and in jointly administered cases No. 13-10125(KJC). Borrowers have filed their Disclosure Statement for the Debtors’ Amended Joint Plan of Reorganization Under Chapter 11 each of the Bankruptcy Code [Docket NoNotes and this Mortgage, then this Mortgage and the estate hereby granted shall cease and become void. 931] (including all exhibits thereto MORTGAGOR REPRESENTS, COVENANTS AND WARRANTS to and as amended, modified, and/or supplemented from time to time, with Mortgagee that until the “Disclosure Statement”). In addition, on May 21, 2013, Borrowers filed their Second Amended Joint Plan of Reorganization and on May 23, 2013 the Bankruptcy Court entered its Final Order Approving the Disclosure Statement and Findings Of Fact, Conclusions of Law, and Order Under Section 1129 of the Bankruptcy Code and Bankruptcy Rule 3020 Confirming the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code. In addition to the Loans and other extensions of credit to be provided hereunder, Company and certain of its Subsidiaries will enter into the Term Loan Agreement, which will be Indebtedness secured by a first priority security interest in the Term Priority Collateral and a second priority security interest in the ABL Priority Collateral. The Obligations hereunder will be secured by a first priority security interest in the ABL Priority Collateral and a second priority security interest in the Term Priority Collateral. Borrowers have requested that Lenders provide a revolving credit facility to Borrowers to finance the mutual and collective business enterprise of Borrowers and Guarantors. Lenders are willing to provide the credit facility on the terms and conditions set forth in this Agreement.hereby is fully repaid:

I T A L S. Borrowers A. The Grantor and certain of their respective Subsidiaries Omega Protein Corporation, a Nevada corporation (such term “OPC”, and each other capitalized term used but not otherwise defined in this introductory statement having the meaning specified in Section 1) are currently debtors in reorganization proceedings (together with Grantor, collectively, the “Bankruptcy ProceedingsBorrowers”), the subsidiaries of OPC identified on the signature pages thereto, and Xxxxx Fargo Bank, National Association, a national banking association, as Lender (“Xxxxx Fargo”) under the Bankruptcy Code in the Bankruptcy Court in jointly administered cases No. 13-10125(KJC). Borrowers have filed their Disclosure Statement for the Debtors’ Amended Joint Plan entered into that certain Loan Agreement dated as of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 931] October 21, 2009 (including all exhibits thereto and as amended, modified, and/or supplemented amended or modified from time to time, the “Disclosure StatementExisting Loan Agreement”). ) whereby Xxxxx Fargo agreed to make available to the Borrowers a revolving credit facility (which included a sub-facility for issuance of letters of credit) and to enter into various interest rate, commodity, currency hedging or swap transactions and provide certain treasury or cash management services; and B. In additionconnection with the execution and delivery of the Existing Loan Agreement, on May the Grantor executed and delivered to Xxxxx Fargo that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (as amended or supplemented from time to time in accordance with its terms, called the “Deed of Trust”) dated as of October 21, 20132009 in favor of Xxxxx Fargo and recorded in Book 2857, Borrowers filed their Second Amended Joint Plan of Reorganization and on May 23, 2013 the Bankruptcy Court entered its Final Order Approving the Disclosure Statement and Findings Of Fact, Conclusions of Law, and Order Under Section 1129 Pages 8-65 of the Bankruptcy Code and Bankruptcy Rule 3020 Confirming Official Records of Xxxxxxx County, Mississippi (the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of “Records”) to secure the Bankruptcy Code. In addition to indebtedness under the Loans and other extensions of credit to be provided hereunder, Company and certain of its Subsidiaries will enter into the Term Existing Loan Agreement, which will be secured covers certain real property located in said county as more particularly described in Exhibit “A” attached hereto and incorporated herein by a first priority security interest in the Term Priority Collateral and a second priority security interest in the ABL Priority Collateral. reference; and C. The Obligations hereunder will be secured by a first priority security interest in the ABL Priority Collateral and a second priority security interest in the Term Priority Collateral. Borrowers have requested requested, and Xxxxx Fargo has agreed, that Xxxxx Fargo assign the Existing Loan Agreement to Xxxxx Fargo no longer individually, but in its capacity as Administrative Agent for itself and JPMorgan Chase Bank, N.A., and thereafter to amend and restate the Existing Loan Agreement with an Amended and Restated Loan Agreement to be executed as of the date hereof among the Borrowers, each subsidiary of OPC listed as a “Guarantor” on the signature pages thereto, Xxxxx Fargo in its capacity as Administrative Agent for the Lenders provide (the “Lenders”) from time to time party thereto, and Xxxxx Fargo (in an individual capacity) and JPMorgan Chase Bank, N.A. as the initial Lenders thereunder (the “Amended and Restated Loan Agreement”), pursuant to which the Lenders have agreed to make available to the Borrowers a revolving credit facility (which includes sub-facilities for issuance of letters of credit and swingline loans) with an accordion feature that allows for the expansion of the facility upon satisfaction of prescribed conditions and to enter into various interest rate, commodity, currency hedging or swap transactions and provide certain treasury or cash management services; and D. Pursuant to that certain Master Assignment Agreement (the “Master Assignment”), dated as of the date hereof, Xxxxx Fargo assigned the Existing Loan Agreement and the other Existing Loan Documents (as defined in the Master Assignment), to the Administrative Agent, and pursuant to that certain Assignment of Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the “Assignment”), dated as of the date hereof, and being recorded in the Records immediately prior to the recording of this Modification, Xxxxx Fargo assigned the Deed of Trust to the Administrative Agent; and E. The Borrowers have requested, and the Administrative Agent has agreed, to finance amend the mutual and collective business enterprise Deed of Borrowers and Guarantors. Lenders are willing to provide the credit facility on the terms and conditions set forth in this AgreementTrust.