If the foregoing terms and conditions are acceptable to you, please execute and retum to
us the executed letter. °

UNITED oy DEPARTMENT| OF | THE TREASURY

By,
Name: Tirfothy G. fe
Title Assistant Secretary for Financial Stability

Amendment Agreement Signature Page



any representation and warrant of the General Partner set forth in this Agreement shall constitute
an Event of Default under the Loan Agreement if not resolved to the satisfaction of the Lender.

This Agreement constitutes a valid and binding agreement of each party hereto. In the
event of any inconsistency between the terms and provisions of this Agreement and the terms
and provisions of the Partnership Agreement or the Loan Documents, the terms and provisions of
this Agreement shall supersede and control the terms of the Partnership Agreement and the Loan
Documents; and the Partnership Agreement and the Loan Agreement are hereby amended as and
to the extent provided in this Agreement. Subject to the forgoing, all terms and conditions of the
Partnership Agreement and Loan Documents, as amended and supplemented hereby, remain in
full force and effect.

This Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware (subject to applicable federal law). The parties hereto hereby submit to the
nonexclusive jurisdiction of either the federal courts of the State of Delaware, the United States
District Court for the Southern District of New York or the U.S. Court of Federal Claims in any
action suit or proceeding based on or arising under this Agreement. To the fullest extent
permitted by law, the parties hereto hereby waive as a defense that any such action, suit or
proceeding brought in such courts has been brought in an inconvenient forum or that the venue
thereof may not be appropriate and, furthermore, agree that venue in any such courts for any
such action, suit or proceeding is appropriate.

This Agreement may be executed in any number of counterparts, any one of which need
not contain the signatures of more than one party, but all of such counterparts together shall
constitute one agreement.

[Remainder of page is intentionally blank.}

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ACCEPTED AND AGREED:

RLJ WESTERN ASSET MANAGEMENT, LLC

WESTERN ASSET MANAGEMENT COMPANY

RLJ WESTERN ASSET PUBLIC/PRIVATE MASTER FUND, L.P.

Amendment Agreement ~ Signature Page


EXECUTION COPY

UNITED STATES DEPARTMENT OF THE TREASURY

July 13, 2012

RLJ Western Asset Management, LLC
3 Bethesda Metro

Suite 1000

Bethesda, Maryland 20814

RLJ Western Asset Public/Private Master Fund, L.P.
c/o RLJ Western Asset Management, LLC

3 Bethesda Metro

Suite 1000

Bethesda, Maryland 20814

Western Asset Management Company
385 E. Colorado Blvd.
Pasadena, CA 91101 ‘

Amendment Agreement
Ladies and Gentlemen:

Reference is made to (i) the Amended and Restated Limited Partnership Agreement of
RLJ Western Asset Public/Private Master Fund, L.P., dated as of November 5, 2009 (as the same
may be amended, modified or supplemented from time to time, the “Partnership Agreement”),
and (ii) the Loan Agreement, dated as of November 5, 2009, by and among RLJ Western Asset
Public/Private Master Fund, L.P., as Borrower, The Bank of New York Mellon, as
Administrative Agent and Collateral Agent, and The United States Department of the Treasury
(“UST”), as Lender (as the same may be amended, modified or supplemented from time to time,
the “Loan Agreement”). The parties hereto wish to enter into this Amendment Agreement (this
“Agreement”) to amend certain provisions of the Partnership Agreement and the Loan
Agreement. Capitalized terms used but not defined herein have the meanings set forth in the
Partnership Agreement or the Loan Agreement, as applicable.

On June 15, 2012, RLJ Western Asset Management, LLC (the “General Partner”)
provided written notice to UST and the Office of The Special Inspector General for the Troubled
Asset Relief Program that a Key Person Event occurred on June 15, 2012 (such Key Person
Event being referred to herein as the “June 15 KPE”). The parties acknowledge that the June 15
KPE is a Default and becomes an Event of Default under Section 8.01(1) of the Loan Agreement
if the June 15 KPE is not resolved in a manner satisfactory to the Lender within thirty (30) days
or such longer period as the Lender in its sole discretion may permit.

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ANNEX A

Key Person:

Key Person Event:

Amendment Agreement ~ Signature Page


Notwithstanding anything to the contrary in the Partnership Agreement or in the Loan
Agreement, the parties hereto agree as follows:

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1.

Representations and Warranties. Except for the June 15 KPE and other
regulatory inquiries that have been disclosed to UST in writing, the General
Partner hereby represents and warrants to UST that (i) each of the
representations and warranties of the Loan Parties and the General Partner set
forth in the Loan Agreement and the other Loan Documents and the
Partnership Agreement are true and correct in all material respects on and as
of the date hereof, as if made on the date hereof, except for such
representations and warranties expressly stated to relate to an earlier date, in
which case such representations and warranties are true and correct in all
material respects as of such earlier date; provided that any representation and
warranty that is qualified by materiality or “Material Adverse Effect” or
similar language shall be true and correct in all respects on such respective
dates, (ii)no Default or Event of Default has occurred and is continuing,
(iii) the Loan Parties are in compliance in all material respects (or, in the case
of covenants or other agreements qualified by materiality or material adverse
effect, shall be in compliance in all respects) with the covenants and other
agreements set forth in the Loan Agreement and the other Loan Documents,
and the General Partner is in compliance in all material respects (or, in the
case of covenants or other agreements qualified by materiality or material
adverse effect, shall be in compliance in all respects) with the covenants and
other agreements set forth in the Partnership Agreement, and (iv) there is no
action, suit, investigation, litigation or proceeding affecting the Borrower or
any of its Subsidiaries pending or, to the knowledge of the Borrower,
threatened before any Governmental Authority (A) as to which individually or
in the aggregate there is a reasonable likelihood of an adverse decision and
that, if adversely determined, could reasonably be expected to have a Material
Adverse Effect or (B) which questions the legality, validity or enforceability
of any Loan Document or any action to be taken in connection with the
transactions contemplated hereby or thereby. The previous disclosure to UST
of any regulatory inquiry referred to above shall not have any effect on any
representation, warranty or covenant of the General Partner or any Loan Party
contained in the Partnership Agreement or the Loan Agreement; nor does such
disclosure or this Agreement constitute any waiver of the consequences of any
such regulatory inquiry.

Resolution of June 15 KPE. Subject to the accuracy of the representations and
warranties of the General Partner set forth above, UST hereby confirms that
with the execution and delivery of this Agreement, the June 15 KPE has been
resolved in a manner satisfactory to it (as Lender) within the time period
provided for in Section 8.01(1) of the Loan Agreement and that no Event of
Default has occurred solely as a result of the June 15 KPE. Accordingly, any
Default arising with respect to Section 8.01(1) of the Loan Agreement that
resulted solely from the June 15 KPE has been cured, is waived and is not

2


continuing. Nothing herein shall be deemed to constitute a waiver of any
other term, provision or condition of Loan Agreement or with respect to any
other matter or prejudice any right or remedy that UST or any other Person
may have or may in the future have under the Loan Agreement or Loan
Documents.

3. Definitions of “Key Person” and “Key Person Event”. The definitions of
“Key Person” and “Key Person Event” are hereby amended to read in their
entirety as set forth in Annex A to this Agreement.

4. Termination of Investment Period and Commitment Period. The parties
hereby agree that the Investment Period under the Partnership Agreement and
the Commitment Period under the Loan Agreement will terminate effective as
of 12:01 AM Eastern Daylight Time on July 15, 2012.

5. Capital Commitments and Additional Partners. Each Limited Partner is
hereby released from any future obligation with respect to its Capital
Commitment. The General Partner may not admit any additional Limited
Partner or permit any existing Partner to increase its Capital Commitment.

6. Disposition of Investments. Following the termination of the Investment
Period, the General Partner will cause Western Asset Management Company
to begin the process of an orderly disposition of all Investments of the
Partnership, which disposition shall occur over time and shall take into
account all relevant factors, including applicable market conditions and the
goal of maximizing the proceeds upon disposition, and the winding up of the
Partnership.

7. No Fault Removal of the General Partner. UST at any time may, effective
immediately upon notice to the General Partner, remove RLJ Western Asset
Management, LLC as the General Partner of the Partnership (any such
removal being considered a “No Fault Vote” as such term is used in the
Partnership Agreement) and appoint another Person as general partner or
liquidator of the Partnership (which liquidator or general partner, as
applicable, shall be approved by UST and a Majority in Interest of the Private
Investors).

8. MEN. For the avoidance of doubt, the provisions of Section 11.2 of the
Partnership Agreement shall apply with respect to any side letter or other
agreement entered into by the General Partner or any of its Affiliates with any
Private Vehicle, Feeder Vehicle or Private Investor in connection with any of
the matters contemplated herein.

Any breach by the General Partner or the Borrower of this Agreement (or of the Partnership
Agreement or the Loan Agreement as hereby amended and supplemented) or the inaccuracy of

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