0001398432-15-000038 Sample Contracts

FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 29th, 2015 • RMG Networks Holding Corp • Services-business services, nec • New York

This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of January 26, 2015, and is entered into by and among DOOH MEDIA MANAGEMENT LLC, as Administrative Agent for the lenders (“Lenders”) party to the Credit Agreement (as defined below) (in such capacity, together with its permitted successors and assigns in such capacity, “Administrative Agent”), the Lenders, RMG Networks Holding Corporation, a Delaware corporation formerly known as SCG Financial Acquisition Corp. (“RMG Parent”), the direct and indirect domestic Subsidiaries of RMG Parent listed on the signature pages hereto as “Borrowers” (together with RMG Parent, collectively, “Borrowers”) and the other direct and indirect domestic Subsidiaries of RMG Parent listed on the signature pages hereto as “Guarantors” (collectively, “Guarantors” and together with Borrowers, collectively, “Loan Parties”).

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