Common use of Term Loan A Clause in Contracts

Term Loan A. Subject to the terms and conditions of this Agreement, each Term Loan A Lender, severally and not jointly, will make a term loan to Borrowers in the amount equal to such Term Loan A Lender’s Term Loan A Commitment Percentage of $8,500,000 (the “Term Loan A”). The Term Loan A shall be advanced on the Closing Date and shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: on or before the date that is forty-five (45) days after the last day of each fiscal quarter (each a “True-Up Date”), commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term, Borrowers shall repay the Term Loan A in an amount equal to the greater of (x) $212,500 and (y) the Term Loan A Lenders Pro Rata Share of the lesser of (I) 50% of Excess Cash Flow for the most recently ended prior fiscal quarter for which financial statements were delivered to Agents and (II) 50% of the Maximum True Up Amount (provided that Borrowers shall pay the amount set forth in the foregoing clause (x) no later than the first Business Day following the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term (it being understood and agreed that if the amount calculated pursuant to the foregoing clause (y) for each such period exceeds the amount set forth in the foregoing clause (x), the difference thereof (if any) shall be paid by Borrowers no later than the applicable True-Up Date)) followed by a final payment of all unpaid principal, accrued and unpaid interest and all unpaid fees and expenses upon expiration of the Term. The Term Loan A shall be evidenced by one or more secured promissory notes (collectively, the “Term Note”) in substantially the form attached hereto as Exhibit 2.3. Term Loan A may consist of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any portion of the Term Loan A as a LIBOR Rate Loan or to convert any portion of the Term Loan A from a Domestic Rate Loan to a LIBOR Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall apply.

Term Loan A. (i) Subject to and upon the terms and conditions of this Agreement, each Term Loan A Lenderon the Second Amendment Effective Date, severally and not jointlyor as soon thereafter as all conditions precedent to the making thereof have been met, will Bank agrees to make a term loan to Borrowers in the a principal amount equal to such Term Loan A Lender’s Term Loan A Commitment Percentage of $8,500,000 10,000,000 (the “Term Loan A”). The proceeds of the Term Loan A shall be advanced on used to refinance all indebtedness owing from Borrower to Bank as of the Closing Date and Second Amendment Effective Date. (ii) Interest shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: on or before accrue from the date that is forty-five (45) days after the last day of each fiscal quarter (each a “True-Up Date”), commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term, Borrowers shall repay the Term Loan A at the rate specified in an amount equal Section 2.3(a), and prior to the greater Interest-Only End Date shall be payable monthly beginning on the first day of (x) $212,500 the month next following the Term Loan A, and (y) continuing on the same day of each month thereafter. Any portion of the Term Loan A Lenders Pro Rata Share that is outstanding on the Interest-Only End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on April 7, 2018, and continuing on the lesser of (I) 50% of Excess Cash Flow for the most recently ended prior fiscal quarter for which financial statements were delivered to Agents and (II) 50% of the Maximum True Up Amount (provided that Borrowers shall pay the amount set forth in the foregoing clause (x) no later than the first Business Day following the last same day of each fiscal quartermonth thereafter through the Term Loan Maturity Date, commencing at which time all amounts due in connection with the fiscal quarter ending March 31, 2017 Term Loan A and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term (it being understood and agreed that if the amount calculated pursuant to the foregoing clause (y) for each such period exceeds the amount set forth in the foregoing clause (x), the difference thereof (if any) any other amounts due under this Agreement shall be paid by Borrowers no later than the applicable True-Up Date)) followed by a final payment of all unpaid principal, accrued immediately due and unpaid interest and all unpaid fees and expenses upon expiration of the Termpayable. The Term Loan A shall A, once repaid, may not be evidenced by one reborrowed. Borrowers may prepay all or more secured promissory notes (collectively, the “Term Note”) in substantially the form attached hereto as Exhibit 2.3. Term Loan A may consist of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any portion of the Term Loan A as a LIBOR Rate Loan without penalty or to convert any portion of premium. (iii) Borrowers hereby request that Bank make the Term Loan A from a Domestic Rate on the Second Amendment Effective Date or as soon as practicable thereafter. To document this request, Borrowers shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the day on which the Term Loan A is to a LIBOR Rate Loan, Borrowing Agent be made. Such notice shall comply with be substantially in the notification requirements set forth form of Exhibit C. The notice shall be signed by an Authorized Officer.” Section 2.1 (c) of the Agreement hereby is amended and restated in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall apply.its entirety to read as follows:

Term Loan A. (i) Subject to and upon the terms and conditions of this Agreement, each Term Loan A Lender, severally and not jointly, will Bank agrees to make a term loan to Borrowers in one disbursement the amount equal to such Term Loan A Lender’s Term Loan A Commitment Percentage of Two Million Dollars ($8,500,000 2,000,000) (the “Term Loan A”). The proceeds of the Term Loan A shall be advanced on used by Borrowers to reimburse Borrowers for cash expended in Silverback’s acquisition of LMR Solutions, to repay Subordinated Debt owed by Silverback to Xxxx X. XxXxxxxx in connection with the Closing Date financing of the LMR Solutions acquisition and for working capital purposes. (ii) Interest shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: on or before accrue from the date that is forty-five (45) days after the last day of each fiscal quarter (each a “True-Up Date”), commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term, Borrowers shall repay funding of the Term Loan A at the rate specified in an amount equal to the greater of (x) $212,500 and (y) the Term Loan A Lenders Pro Rata Share of the lesser of (I) 50% of Excess Cash Flow for the most recently ended prior fiscal quarter for which financial statements were delivered to Agents and (II) 50% of the Maximum True Up Amount (provided that Borrowers shall pay the amount set forth in the foregoing clause (x) no later than the first Business Day following the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term (it being understood and agreed that if the amount calculated pursuant to the foregoing clause (y) for each such period exceeds the amount set forth in the foregoing clause (xSection 2.3(a), the difference thereof (if any) and shall be paid by Borrowers no later than the applicable True-Up Datepayable in accordance with Section 2.3(c)) followed by a final payment of all unpaid principal, accrued and unpaid interest and all unpaid fees and expenses upon expiration of the Term. The Term Loan A shall be evidenced by one or more secured promissory notes payable in forty two (collectively42) equal monthly installments of principal, plus all accrued interest, beginning on July 1, 2013, and continuing on the “Term Note”) in substantially the form attached hereto as Exhibit 2.3. Term Loan A may consist same day of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any portion of each month thereafter until the Term Loan A as a LIBOR Rate Maturity Date, when all outstanding principal and accrued interest shall be paid in full. The Term Loan or to convert any portion of A, once repaid, may not be reborrowed. Borrowers may prepay the Term Loan A from in whole or in part without penalty or premium. (iii) When Borrowers desires to obtain the Term Loan A, Borrowers shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central time (1:30 p.m. Central time for wire transfers) on the Business Day the Term Loan A is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by a Domestic Rate Loan Responsible Officer of any Borrower or its designee. Bank shall be entitled to rely on any facsimile or telephonic notice given by a LIBOR Rate Loanperson who Bank reasonably believes to be a Responsible Officer of any Borrower or a designee thereof, Borrowing Agent and Borrowers shall comply with indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance.” 6. Section 2.3(a) of the notification requirements set forth Agreement is amended and restated in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall apply.its entirety to read as follows:

Term Loan A. Subject to (a) On the terms and conditions Closing Date, a portion of this Agreement, each Term Loan A Lender, severally and not jointly, will make the Existing Loans shall be converted into a term loan to Borrowers in the amount equal to such Term Loan A Lender’s Term Loan A Commitment Percentage of $8,500,000 (the “"Term Loan A”)") in the original principal amount of $12,500,000. The outstanding principal balance and all accrued and unpaid interest under Term Loan A shall be advanced on the Closing Date due and shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence earlier of an Event (i) the Maturity Date, or (ii) the date of Default under this Agreement or termination of this Agreement: on , whether by its terms, by prepayment, by acceleration, or before the date that is forty-five otherwise. The unpaid principal balance of Term Loan A may be prepaid in whole or in part without penalty or premium (45) days after the last day of each fiscal quarter (each a “True-Up Date”), commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior except to the end extent, if any, that the Exit Fee or Early Termination Premium may be applicable) at any time during the term of this Agreement upon 15 days (3 days in the case of the Termfirst such prepayment so long as it occurs within 34 days of the Closing Date) prior written notice by Borrower to Foothill; provided, Borrowers shall repay however, that, subsequent to the Term Loan A in an amount equal to the greater Repayment Date, any voluntary prepayment of (x) $212,500 and (y) the Term Loan A Lenders Pro Rata Share of the lesser of (I) 50% of Excess Cash Flow for the most recently ended prior fiscal quarter for which financial statements were delivered to Agents and (II) 50% of the Maximum True Up Amount (provided that Borrowers shall pay the amount set forth in the foregoing clause (x) no later than the first Business Day following the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term (it being understood and agreed that if the amount calculated pursuant to the foregoing clause (y) for each such period exceeds the amount set forth in the foregoing clause (x), the difference thereof (if any) shall be paid by Borrowers no later than the applicable True-Up Date)) followed by a final payment of all unpaid principal, accrued and unpaid interest and all unpaid fees and expenses upon expiration of the Term. The Term Loan A shall be evidenced by one or more secured promissory notes (collectively, deemed to constitute and shall result in a permanent termination of the “remaining Term Note”) in substantially the form attached hereto as Exhibit 2.3Loan A Commitment. All amounts outstanding under Term Loan A shall constitute Obligations. Any amount repaid with respect to Term Loan A may consist be reborrowed, in one or more drawings, subject to the prior satisfaction of Domestic Rate Loans or LIBOR Rate Loansthe conditions contained in Sections 3.3 and 3.9. (b) Anything to the contrary in this Section 2.2 notwithstanding, or a combination thereofBorrower shall have the right, as Borrowing Agent may request; and in from time to time, but not more than 5 times during the event that Borrowers desire term of this Agreement, to obtain or extend any portion of reduce permanently the Term Loan A as Commitment. Borrower shall give Foothill not less than 15 days prior written notice designating the date (which shall be a LIBOR Rate Loan or to convert any portion Business Day) of such reduction and each such reduction shall be in an amount of not less than $50,000. Each such reduction automatically shall be effective on the Term Loan A from a Domestic Rate Loan to a LIBOR Rate Loan, Borrowing Agent shall comply with the notification requirements set forth date specified in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall applyBorrower's notice given in compliance hereunder.

Term Loan A. (1) Subject to the terms and conditions of this Agreementhereof, each Term Loan A Lender, severally and not jointly, will Lender agrees to make a term loan to Borrowers in (collectively, the amount equal to such Term Loan A Lender’s Term Loan A Commitment Percentage of $8,500,000 (the “"Term Loan A”). The Term Loan A shall be advanced ") on the Closing Date and shall be, with respect to principal, payable as follows, subject to acceleration upon Borrower in the occurrence original principal amount of an Event of Default under this Agreement or termination of this Agreement: on or before the date that is forty-five (45) days after the last day of each fiscal quarter (each a “True-Up Date”), commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term, Borrowers shall repay the its Term Loan A in an amount equal to the greater of (x) $212,500 and (y) the Term Loan A Lenders Pro Rata Share of the lesser of (I) 50% of Excess Cash Flow for the most recently ended prior fiscal quarter for which financial statements were delivered to Agents and (II) 50% of the Maximum True Up Amount (provided that Borrowers shall pay the amount set forth in the foregoing clause (x) no later than the first Business Day following the last day Commitment. The obligations of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term (it being understood and agreed that if the amount calculated pursuant to the foregoing clause (y) for each such period exceeds the amount set forth in the foregoing clause (x), the difference thereof (if any) A Lender hereunder shall be paid by Borrowers no later than the applicable True-Up Date)) followed by a final payment of all unpaid principal, accrued several and unpaid interest and all unpaid fees and expenses upon expiration of the Termnot joint. The Term Loan A shall be evidenced by one or more secured promissory notes (collectively, the “Term Note”) substantially in substantially the form attached hereto of Exhibit 1.1(b) (each a "Term A Note" and collectively the "Term A Notes"), and, except as Exhibit 2.3provided in Section 1.12, Borrower shall execute and deliver each Term A Note to the applicable Term A Lender. Each Term A Note shall represent the obligation of Borrower to pay the amount of the applicable Term A Lender's Term Loan A may consist of Domestic Rate Loans or LIBOR Rate LoansCommitment, or a combination thereof, together with interest thereon as Borrowing Agent may request; and prescribed in Section 1.5. (2) Borrower shall repay the event that Borrowers desire to obtain or extend any portion principal amount of the Term Loan A as a LIBOR Rate Loan or to convert any portion in twelve (12) consecutive quarterly installments on the first day of December, March, June and September of each year, commencing December 1, 2001, each installment (other than the final installment) in the amount of $1,000,000.00 and the final installment due on the Commitment Termination Date in the amount of $9,000,000.00 or, if different, the remaining principal balance of the Term A Loan. (3) The aggregate outstanding principal balance of the Term Loan A from a Domestic Rate shall be due and payable in full in immediately available funds on the Commitment Termination Date, if not sooner paid in full. No payment with respect to the Term Loan A may be reborrowed. (4) Each payment of principal with respect to a LIBOR Rate Loanthe Term Loan A shall be paid to Agent for the ratable benefit of each Term A Lender, Borrowing Agent shall comply with the notification requirements set forth ratably in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall applyproportion to each such Term Lender's respective Term Loan A Commitment.

Term Loan A. (i) Subject to the terms and conditions of this Agreementhereof, each Term Lender (Term Loan A Lender, severally and not jointly, will A) agrees to make a term loan on the Devivo Acquisition Closing Date (provided that the Devivo Acquisition Xxxxxng Date shall occur prior to the date which ix xxxx (9) months following the Closing Date) to Borrowers in the original principal amount equal to such its Term Loan A Lender’s Term Loan A Commitment Percentage of $8,500,000 (the “Term Loan A”) (the "TERM LOAN A"). The obligations of each Term Lender (Term Loan A) hereunder shall be several and not joint. Until the Commitment Termination Date (Term Loan A), Borrowers may borrow under this SECTION 1.1(C); PROVIDED, THAT such borrowing shall be limited to a single advance to be made no sooner than the Devivo Acquisition Closing Date and monies borrowed pursuant to txxx XXCTION 1.1(C), once repaid, may not be reborrowed. The Term Loan A shall be advanced made on notice by Borrower Representative on behalf of Borrowers to the representative of Administrative Agent identified on SCHEDULE 1.1 at the address specified thereon. Such notice must be given no later than 11:00 a.m. (New York time) on the Closing Date and shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: on or before the date that which is forty-five (455) days after the last day of each fiscal quarter (each a “True-Up Date”), commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately Business Days prior to the end proposed funding date of the Term, Borrowers shall repay the Term Loan A. Such notice (A "NOTICE OF TERM LOAN A ADVANCE") must be given in an amount equal writing (by telecopy or overnight courier) substantially in the form of EXHIBIT 1.1(C)(I), and shall include the information required in such Exhibit and such other information as may be required by Administrative Agent. The Administrative Agent shall provide prompt notice thereof to the greater of Revolver Agent and the Lenders. (xii) $212,500 and (y) the Term Loan A Lenders Pro Rata Share of the lesser of (I) 50% of Excess Cash Flow for the most recently ended prior fiscal quarter for which financial statements were delivered to Agents and (II) 50% of the Maximum True Up Amount (provided that Borrowers shall pay the amount set forth in the foregoing clause (x) no later than the first Business Day following the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term (it being understood and agreed that if the amount calculated pursuant to the foregoing clause (y) for each such period exceeds the amount set forth in the foregoing clause (x), the difference thereof (if any) shall be paid by Borrowers no later than the applicable True-Up Date)) followed by a final payment of all unpaid principal, accrued and unpaid interest and all unpaid fees and expenses upon expiration of the Term. The Term Loan A shall be evidenced by one or more secured promissory notes (collectively, the “Term Note”) substantially in substantially the form attached hereto as Exhibit 2.3. of EXHIBIT 1.1(C)(II) (each a "TERM NOTE (TERM LOAN A)" and collectively the "TERM NOTES (TERM LOAN A)"), and Borrowers shall execute and deliver a Term Note (Term Loan A may consist A) to each Term Lender (Term Loan A). Each Term Note (Term Loan A) shall represent the obligation of Domestic Rate Loans or LIBOR Rate LoansBorrowers to pay the amount of the applicable Term Lender's (Term Loan A) Term Loan Commitment (Term Loan A) to Borrowers, or a combination thereof, together with interest thereon as Borrowing Agent may request; and prescribed in SECTION 1.5. (iii) Borrowers shall pay the event that Borrowers desire to obtain or extend any portion principal amount of the Term Loan A as a LIBOR Rate Loan or in equal consecutive quarterly installments determined by reference to convert any portion the number of full quarters occurring during the period from the date which is six (6) months following the date of funding of the Term Loan A to the date which sixty (60) months following the Closing Date (the "TERM LOAN A FINAL MATURITY DATE") as follows: in equal consecutive quarterly installments of principal equal to the original principal amount of the Term Loan A divided by the number of full quarters occurring during the period from the date which is six (6) months following the date of funding of the Term Loan A to the Term Loan A Final Maturity Date, commencing on the first day of the sixth (6th) month following the date of funding of the Term Loan A and continuing quarterly on the first day of each third (3rd) month thereafter, together with a Domestic Rate final installment equal to the entire unpaid principal balance of the Term Loan A due and payable on the Term Loan A Final Maturity Date. (iv) Notwithstanding the foregoing CLAUSE (III), the aggregate outstanding principal balance of the Term Loan A shall be due and payable in full in immediately available funds on the Commitment Termination Date (Revolver A), Commitment Termination Date (Revolver B) or the Commitment Termination Date (Term Loan A), whichever shall first occur, if not sooner paid in full. (v) Each payment of principal with respect to a LIBOR Rate Loanthe Term Loan A shall be paid to Revolver Agent for the ratable benefit of each Term Lender (Term Loan A), Borrowing Agent shall comply with the notification requirements set forth ratably in Sections 2.2(bproportion to each such Term Lender's (Term Loan A) and/or respective Term Loan Commitment (e) and the provisions of Sections 2.2(b) through (h) shall applyTerm Loan A).

Term Loan A. Subject to the terms and conditions of this Agreementset forth herein, each Term Loan A Lender, Lender severally and not jointly, will agrees to make its portion of a term loan (the “Term Loan A”) to Borrowers the Company in Dollars in one advance at any time during the Term Loan A Availability Period in an amount equal not to exceed such Term Loan A Lender’s Term Loan A Commitment Percentage Commitment; provided that submission of $8,500,000 (any Loan Notice by the “Term Loan A”). The Borrower requesting the advance of the Term Loan A shall be advanced on the Closing Date deemed to be, and shall be, with respect to principala representation and warranty by the Company that the proceeds of such advance shall promptly be used by the Company for the sole purpose of prepayment the Senior Notes (including payment of all related prepayment fees, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: premiums and transactions fees and expenses). Amounts repaid on or before the date that is forty-five (45) days after the last day of each fiscal quarter (each a “True-Up Date”), commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term, Borrowers shall repay the Term Loan A in an amount equal to the greater of (x) $212,500 and (y) the Term Loan A Lenders Pro Rata Share of the lesser of (I) 50% of Excess Cash Flow for the most recently ended prior fiscal quarter for which financial statements were delivered to Agents and (II) 50% of the Maximum True Up Amount (provided that Borrowers shall pay the amount set forth in the foregoing clause (x) no later than the first Business Day following the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term (it being understood and agreed that if the amount calculated pursuant to the foregoing clause (y) for each such period exceeds the amount set forth in the foregoing clause (x), the difference thereof (if any) shall may not be paid by Borrowers no later than the applicable True-Up Date)) followed by a final payment of all unpaid principal, accrued and unpaid interest and all unpaid fees and expenses upon expiration of the Termreborrowed. The Term Loan A shall be evidenced by one or more secured promissory notes (collectively, the “Term Note”) in substantially the form attached hereto as Exhibit 2.3. Term Loan A may consist of Domestic Base Rate Loans or LIBOR Eurocurrency Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any portion of the Term Loan A as a LIBOR Rate Loan or to convert any portion of the Term Loan A from a Domestic Rate Loan to a LIBOR Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or further provided herein. (e) The first sentence of Section 2.02(a) of the Credit Agreement is amended to read as follows: Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Company’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Loan Notice. (f) The third sentence of Section 2.02(a) of the Credit Agreement is amended to read as follows: Each telephonic notice by the Company pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. (g) The first sentence of Section 2.04(b) of the Credit Agreement is amended to read as follows: At any time an Auto Borrow Agreement is not in effect, each Borrowing of Swing Line Loans shall be made upon the applicable Borrower’s irrevocable notice to the applicable Swing Line Lender and the provisions of Sections 2.2(bAdministrative Agent, which may be given by (A) through telephone or (B) a Swing Line Loan Notice. (h) shall applyThe third sentence of Section 2.04(b) of the Credit Agreement is amended to read as follows: Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. (i) The first clause of Section 2.05(a)(i) of the Credit Agreement preceding subclause (A) is hereby amended to read as follows: Each Borrower may, upon delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that such notice must be in a form acceptable to the Administrative Agent and, provided further that (j) The first clause of Section 2.05(a)(ii) of the Credit Agreement preceding the proviso is hereby amended to read as follows: At any time an Auto Borrow Agreement is not in effect, each Borrower may, upon delivery to the applicable Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; (k) Section 2.05(a) of the Credit Agreement is amended by adding the following as a new clause (iii):

Term Loan A. Subject to the terms discretion of the Term Loan A Lenders and conditions the provisions of this AgreementSection 2.05(b)(iii), the Borrowers may, upon at least five (5) Business Days prior written notice to the Administrative Agent, prepay the principal of the Term Loan A, in whole or in part. If a Term A Lender wishes to waive its right to such prepayment, it shall, within such period, provide written notice to the Administrative Agent of its desire to waive its Pro Rata Share of the payment, in which case, the amount of such prepayment shall (i) first, be made available to and applied to prepay each Term Loan A Lender that did not waive its right to receive its Pro Rata Share of the prepayment (a “Non-Waiving Term Loan A Lender”), severally and not jointlyincreasing, will make a term loan to Borrowers in the amount equal to such proportionately, each Non-Waiving Term Loan A Lender’s Pro Rata Share of the prepayment, and (ii) second, any remaining proceeds shall be applied to reduce the Term Loan B as provided in Section 2.05(b)(ii). The accrued interest on the principal amount of the Term Loan A Commitment Percentage being prepaid pursuant to this subsection (b)(i) to the date of $8,500,000 such prepayment (including any accrued interest not yet capitalized pursuant to Section 2.04(a)) shall be due and payable in cash on such prepayment date. Each prepayment made pursuant to this subsection (b)(i) shall be accompanied by the “Term Loan A”)Applicable Prepayment Premium. The Each such prepayment of the Term Loan A shall be advanced on in an amount which is an integral multiple of $1,000,000 (unless the Closing Date and shall be, with respect to principal, payable as follows, subject to acceleration upon outstanding principal amount of the occurrence of an Event of Default under this Agreement or termination of this Agreement: on or before the date that is forty-five (45) days after the last day of each fiscal quarter (each a “True-Up Date”), commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring Term Loan A immediately prior to the end such prepayment is less than $1,000,000). Each such payment of the Term, Borrowers Term Loan A shall repay be applied against the remaining installments of principal due under the Term Loan A in an amount equal to the greater inverse order of (x) $212,500 and (y) the Term Loan A Lenders Pro Rata Share of the lesser of (I) 50% of Excess Cash Flow for the most recently ended prior fiscal quarter for which financial statements were delivered to Agents and (II) 50% of the Maximum True Up Amount (provided that Borrowers shall pay the amount set forth in the foregoing clause (x) no later than the first Business Day following the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term (it being understood and agreed that if the amount calculated pursuant to the foregoing clause (y) for each such period exceeds the amount set forth in the foregoing clause (x), the difference thereof (if any) shall be paid by Borrowers no later than the applicable True-Up Date)) followed by a final payment of all unpaid principal, accrued and unpaid interest and all unpaid fees and expenses upon expiration of the Term. The Term Loan A shall be evidenced by one or more secured promissory notes (collectively, the “Term Note”) in substantially the form attached hereto as Exhibit 2.3. Term Loan A may consist of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any portion of the Term Loan A as a LIBOR Rate Loan or to convert any portion of the Term Loan A from a Domestic Rate Loan to a LIBOR Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall applymaturity.

Term Loan A. Subject (a) At the request of Borrower made prior to the Term Loan A Commitment Termination Date, Lender agrees, subject to the terms and conditions of this Agreement, each Term Loan A Lender, severally and not jointly, will to make a term loan to Borrowers in the amount equal to such Term Loan A Lender’s Term Loan A Commitment Percentage of $8,500,000 (the “Term Loan A”). The Term Loan A shall be advanced on the Closing Date and shall be, with respect ) to principal, payable as follows, subject Borrower in an amount up to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: on or before the date that is forty-five (45) days after the last day of each fiscal quarter (each a “True-Up Date”), commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term, Borrowers shall repay the Term Loan A in an amount equal Commitment. Term Loan A proceeds shall be disbursed by the Lender solely for the purpose of paying, or reimbursing Borrower for the payment of, Project Costs. (b) In order to obtain Term Loan A proceeds, Borrower shall give written or telephonic notice to Lender, by not later than close of Lender’s business at least one (1) Business Day prior to the greater date on which Borrower desires that Term Loan A proceeds be disbursed to Borrower. Each request for a disbursement of Term Loan A proceeds shall be in the form of Exhibit B-1 attached hereto. On the requested date but subject to the terms and conditions of this Agreement, Lender shall make Term Loan A proceeds available to Borrower by transferring the amount thereof in immediately available funds for credit to an account (xother than a payroll account) $212,500 and of Borrower at Xxxxxx Bank, National Association. (yc) The obligation of Lender to make further disbursements of Term Loan A proceeds shall terminate on the Term Loan A Lenders Pro Rata Share of the lesser of Commitment Termination Date. (Id) 50% of Excess Cash Flow for the most recently ended prior fiscal quarter for which financial statements were delivered to Agents and (II) 50% of the Maximum True Up Amount (provided that Borrowers shall pay the amount set forth in the foregoing clause (x) no later than the first Business Day following the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term (it being understood and agreed that if the amount calculated pursuant to the foregoing clause (y) for each such period exceeds the amount set forth in the foregoing clause (x), the difference thereof (if any) shall be paid by Borrowers no later than the applicable True-Up Date)) followed by a final payment of all unpaid principal, accrued and unpaid interest and all unpaid fees and expenses upon expiration of the Term. The Term Loan A shall be evidenced by one or more secured promissory notes (collectivelyby, and payable in accordance with, the “Term Note”) in substantially Note A made by Borrower payable to the form attached hereto as Exhibit 2.3. Term Loan A may consist order of Domestic Rate Loans or LIBOR Rate LoansLender; subject, or a combination thereofhowever, as Borrowing Agent may request; and in to the event provisions of such Note to the effect that Borrowers desire to obtain or extend the principal amount payable thereunder at any portion time shall not exceed the then unpaid principal amount of the Term Loan A as a LIBOR Rate made by Lender. Borrower hereby irrevocably authorizes Lender to make or cause to be made, at or about the time on which the Term Loan A proceeds are advanced to the Borrower, an appropriate notation on the records of Lender, reflecting the principal amount of the Term Loan A, and Lender shall make or cause to convert be made, on or about the time of receipt of payment of any portion principal of the Term Note A , an appropriate notation on its records reflecting such payment. The outstanding principal amount of Term Loan A set forth on the records of Lender shall be rebuttable presumptive evidence of the principal amount owing and unpaid on the Term Note A. (e) Lender shall not be obligated to advance any Term Loan A proceeds unless and until Borrower has provided Lender with evidence that Borrower has paid sufficient Project Costs so that all remaining unpaid Project Costs do not exceed the un-advanced balance of the Term Loan A from a Domestic Rate Commitment. If the Lender or Borrower determines that the un-advanced balance of the Term Loan A Commitment is insufficient to a LIBOR Rate Loancover any Project Cost, Borrowing Agent it shall comply notify the other party of such determination, and Borrower shall, within five (5) Business Days after such notice, deposit with the notification requirements set forth in Sections 2.2(b) Lender funds equal to the amount of the deficiency and/or (e) directly pay such deficiency and deliver evidence of such payment to Lender. Borrower hereby assigns and pledges to the provisions Lender all funds so deposited as additional security for the Obligations. Borrower may not reallocate items of Sections 2.2(b) through (h) shall applyProject Costs without the consent of the Lender.

Term Loan A. (i) Subject to the terms and conditions of this Agreementhereof, each Term Loan A Lender, severally and not jointly, will Lender agrees to make a term loan (collectively, the "Term Loan A") to Borrowers Borrower in the an aggregate principal amount equal to such (A) on the Closing Date, the least of (1) its Term A Commitment, (2) its Pro Rata Share of the Term A Borrowing Base and (3) its Pro Rata Share of the aggregate principal amount of the Term Loan A Lender’s approved or authorized by the Interim Order to be made available to Borrower on such date and (B) on the Entry Date, the lesser of (1) the remainder of its Term A Commitment and (2) an amount equal to its Pro Rata Share of the then effective Term A Borrowing Base minus the outstanding amount of Term Loan A Commitment Percentage made by such Term A Lender on the Closing Date. The obligations of $8,500,000 (the “each Term Loan A”)A Lender hereunder shall be several and not joint. The Term Loan A shall, upon the request of any Lender pursuant to Section 1.10, be evidenced by promissory notes substantially in the form of Exhibit 1.1 (each a "Note" and collectively the "Notes"), and, upon such request as provided in Section 1.10, Borrower shall execute and deliver each Note to the applicable Term A Lender. Each Note shall represent the obligation of Borrower to pay the amount of the applicable Term A Lender's Term Loan A, together with interest thereon as prescribed in Section 1.5. (ii) The aggregate outstanding principal balance of the Term Loan A shall be advanced due and payable in full in immediately available funds on the Maturity Date, if not sooner paid in full. No payment with respect to the Term Loan A may be reborrowed. (iii) Each payment of principal with respect to the Term Loan A shall be paid to the Administrative Agent for the ratable benefit of each Term A Lender, ratably in proportion to each such Term A Lender's respective Term A Commitment. (iv) Subject to and in accordance with the terms and conditions contained herein and in Annex B, unless a Default or an Event of Default shall have occurred and be continuing, each L/C Issuer agrees to issue one or more Letters of Credit at the request of the Borrower from time to time during the period commencing on the Closing Date and shall be, with respect to principal, payable as follows, subject to acceleration upon ending on the occurrence earlier of an Event of Default under this Agreement or termination of this Agreement: on or before the date that is forty-five (45) Maturity Date and 30 days after the last day of each fiscal quarter (each a “True-Up Date”), commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term, Borrowers shall repay the Term Loan A in an amount equal to the greater of (x) $212,500 and (y) the Term Loan A Lenders Pro Rata Share of the lesser of (I) 50% of Excess Cash Flow for the most recently ended prior fiscal quarter for which financial statements were delivered to Agents and (II) 50% of the Maximum True Up Amount (provided that Borrowers shall pay the amount set forth in the foregoing clause (x) no later than the first Business Day following the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term (it being understood and agreed that if the amount calculated pursuant to the foregoing clause (y) for each such period exceeds the amount set forth in the foregoing clause (x), the difference thereof (if any) shall be paid by Borrowers no later than the applicable True-Up Scheduled Maturity Date)) followed by a final payment of all unpaid principal, accrued and unpaid interest and all unpaid fees and expenses upon expiration of the Term. The Term Loan A shall be evidenced by one or more secured promissory notes (collectively, the “Term Note”) in substantially the form attached hereto as Exhibit 2.3. Term Loan A may consist of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any portion of the Term Loan A as a LIBOR Rate Loan or to convert any portion of the Term Loan A from a Domestic Rate Loan to a LIBOR Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall apply.

Term Loan A. Subject to (i) On the terms and conditions Effective Date the aggregate principal amount of this Agreement, each Term Loan A Lender, severally and not jointly, will make a term loan to Borrowers (as defined in the amount equal to such Term Loan A Lender’s Term Loan A Commitment Percentage of Existing Credit Agreement) outstanding under the Existing Credit Agreement is $8,500,000 600,000,000 and shall be deemed outstanding under this Agreement (collectively, the “Term Loan A”). The Term Loan A shall be advanced on Borrower may from time to time deposit the Closing Date and shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence proceeds of an Event of Default under this Agreement or termination of this Agreement: on or before the date that is forty-five (45) days after the last day of each fiscal quarter (each a “True-Up Date”), commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term, Borrowers shall repay the Term Loan A in the L/C Cash Collateral Account. Unless a Default or an Event of Default shall have occurred and be continuing, the L/C Cash Collateral may be withdrawn by the Borrower from the L/C Cash Collateral Account from time to time upon 3 Business Days’ notice to the Administrative Agent, provided that the aggregate amount of L/C Cash Collateral held in the L/C Cash Collateral Account thereafter would not be less than an amount equal to the greater of (x) $212,500 and (y) the Term Loan A Lenders Pro Rata Share of the lesser of (I) 50% of Excess Cash Flow for the most recently ended prior fiscal quarter for which financial statements were delivered to Agents and (II) 50100% of the Maximum True Up Amount (provided that Borrowers shall pay the aggregate face amount set forth in the foregoing clause (x) no later than the first Business Day following the last day of all outstanding Letters of Credit. The obligations of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term (it being understood and agreed that if the amount calculated pursuant to the foregoing clause (y) for each such period exceeds the amount set forth in the foregoing clause (x), the difference thereof (if any) A Lender hereunder shall be paid by Borrowers no later than the applicable True-Up Date)) followed by a final payment of all unpaid principal, accrued several and unpaid interest and all unpaid fees and expenses upon expiration of the Termnot joint. The Term Loan A shall shall, upon the request of any Lender pursuant to Section 1.10, be evidenced by one or more secured promissory notes substantially in the form of Exhibit 1.1 (collectively, each a “Note” and collectively the “Notes”), and, upon such request as provided in Section 1.10, Borrower shall execute and deliver each Note to the applicable Term Note”A Lender. Each Note shall represent the obligation of Borrower to pay the amount of the applicable Term A Lender’s Term Loan A, together with interest thereon as prescribed in Section 1.5. (ii) in substantially The aggregate outstanding principal balance of the form attached hereto as Exhibit 2.3. Term Loan A may consist of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in (including the event that Borrowers desire to obtain or extend any portion of the Term Loan A as a LIBOR Rate the proceeds of which are held by the Administrative Agent in the L/C Cash Collateral Account) shall be due and payable in full in immediately available funds on the Maturity Date, if not sooner paid in full. No payment with respect to the Term Loan or to convert any portion A may be reborrowed. The deposit of proceeds of the Term Loan A in the L/C Cash Collateral Account as provided in Section 1.1(a)(i) above, is not and shall not be deemed to be a repayment of the Term Loan A. (iii) Each payment of principal with respect to the Term Loan A shall be paid to the Administrative Agent for the ratable benefit of each Term A Lender, ratably in proportion to each such Term A Lender’s respective Term A Commitment. (iv) Subject to and in accordance with the terms and conditions contained herein and in Annex B, unless a Default or an Event of Default shall have occurred and be continuing, each L/C Issuer agrees to issue one or more Letters of Credit at the request of the Borrower from a Domestic Rate Loan time to time during the period commencing on the Effective Date and ending on the earlier of the Maturity Date and 30 days prior to the Scheduled Maturity Date, up to a LIBOR Rate Loan, Borrowing Agent shall comply with maximum amount of $200,000,000 (the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall apply“L/C Subfacility”).