Exhibit 10.1 


 


 


AMENDED AND RESTATED REVOLVING CREDIT


AND


SECURITY AGREEMENT


PNC BANK, NATIONAL ASSOCIATION


(AS LENDER AND AS AGENT)


WITH


enservco
corporation,


dillco
fluid service, inc.,


AND


heat
waves hot oil services llc


(BORROWERS)


September 12, 2014


 


 


TABLE OF CONTENTS







			Page
	I.	DEFINITIONS.	2
	 	1.1   Accounting Terms	2
	 	1.2   General Terms	2
	 	1.3   Uniform Commercial Code Terms	32
	 	1.4   Certain Matters of Construction	32
	II.	ADVANCES, PAYMENTS.	33
	 	2.1   Revolving Advances	33
	 	2.2   Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest 	34
	 	Rates for All Advances	 
	 	2.3   [Reserved]	36
	 	2.4   [Reserved]	36
	 	2.5   Disbursement of Advance Proceeds	36
	 	2.6   Making and Settlement of Advances	37
	 	2.7   Maximum Advances	38
	 	2.8   Manner and Repayment of Advances	38
	 	2.9   Repayment of Excess Advances	39
	 	2.10   Statement of Account	39
	 	2.11   Letters of Credit	40
	 	2.12   Issuance of Letters of Credit	41
	 	2.13   Requirements For Issuance of Letters of Credit	41
	 	2.14   Disbursements, Reimbursement	42
	 	2.15   Repayment of Participation Advances	43
	 	2.16   Documentation	44
	 	2.17   Determination to Honor Drawing Request	44



 


 


 






    	 



    	 



    

 


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	 	2.18   Nature of Participation and Reimbursement Obligations	44
	 	2.19   Liability for Acts and Omissions	46
	 	2.20   Mandatory Prepayments	47
	 	2.21   Use of Proceeds	47
	 	2.22   Defaulting Lender	48
	 	2.23   Payment of Obligations	50
	 	2.24   Increase in Maximum Revolving Advance Amount	50
	III.	INTEREST AND FEES.	52
	 	3.1   Interest	52
	 	3.2   Letter of Credit Fees	53
	 	3.3   Facility Fee	54
	 	3.4   Fee Letter	54
	 	3.5   Computation of Interest and Fees	54
	 	3.6   Maximum Charges	55
	 	3.7   Increased Costs	55
	 	3.8   Basis For Determining Interest Rate Inadequate or Unfair	56
	 	3.9   Capital Adequacy	56
	 	3.10   Taxes	57
	 	3.11   Replacement of Lenders	59
	IV.	COLLATERAL:  GENERAL TERMS	60
	 	4.1   Security Interest in the Collateral	60
	 	4.2   Perfection of Security Interest	60
	 	4.3   Preservation of Collateral	61



 


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	 	4.4   Ownership and Location of Collateral	61
	 	4.5   Defense of Agent’s and Lenders’ Interests	62
	 	4.6   Inspection of Premises	62
	 	4.7   Appraisals	63
	 	4.8   Receivables; Deposit Accounts and Securities Accounts	63
	 	4.9   Inventory	66
	 	4.10   Maintenance of Equipment	66
	 	4.11   Exculpation of Liability	66
	 	4.12   Financing Statements	66
	V.	REPRESENTATIONS AND WARRANTIES.	66
	 	5.1   Authority	66
	 	5.2   Formation and Qualification	67
	 	5.3   Survival of Representations and Warranties	67
	 	5.4   Tax Returns	67
	 	5.5   Financial Statements	68
	 	5.6   Entity Names	68
	 	5.7   O.S.H.A. Environmental Compliance; Flood Insurance	68
	 	5.8   Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance	69
	 	5.9   Patents, Trademarks, Copyrights and Licenses	70
	 	5.10   Licenses and Permits	71
	 	5.11   Default of Indebtedness	71
	 	5.12   No Default	71
	 	5.13   No Burdensome Restrictions	71



 


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	 	5.14   No Labor Disputes	71
	 	5.15   Margin Regulations	71
	 	5.16   Investment Company Act	71
	 	5.17   Disclosure	71
	 	5.18   [Reserved]	72
	 	5.19   [Reserved]	72
	 	5.20   Swaps	72
	 	5.21   Business and Property of Borrowers	72
	 	5.22   Ineligible Securities	72
	 	5.23   Federal Securities Laws	72
	 	5.24   Equity Interests	72
	 	5.25   Commercial Tort Claims	73
	 	5.26   Letter of Credit Rights	73
	 	5.27   Material Contracts	73
	VI.	AFFIRMATIVE COVENANTS.	73
	 	6.1   Compliance with Laws	73
	 	6.2   Conduct of Business and Maintenance of Existence and Assets	73
	 	6.3   Books and Records	73
	 	6.4   Payment of Taxes	74
	 	6.5   Financial Covenants	74
	 	6.6   Insurance	74
	 	6.7   Payment of Indebtedness and Leasehold Obligations	75
	 	6.8   Environmental Matters	76



 


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	 	6.9   Standards of Financial Statements	77
	 	6.10   Federal Securities Laws	77
	 	6.11   Execution of Supplemental Instruments	77
	 	6.12   Exercise of Rights	77
	 	6.13   Government Receivables	77
	 	6.14   Membership/Partnership Interests	77
	 	6.15   Keepwell	77
	 	6.16   Vehicle Titles	78
	VII,	NEGATIVE COVENANTS.	78
	 	7.1   Merger, Consolidation, Acquisition and Sale of Assets	78
	 	7.2   Creation of Liens	78
	 	7.3   Guarantees	79
	 	7.4   Investments	79
	 	7.5   Loans	79
	 	7.6   [Reserved].	79
	 	7.7   Dividends	79
	 	7.8   Indebtedness	79
	 	7.9   Nature of Business	79
	 	7.10   Transactions with Affiliates	79
	 	7.11   Leases	79
	 	7.12   Subsidiaries	80
	 	7.13   Fiscal Year and Accounting Changes	80
	 	7.14   Pledge of Credit	80



 


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	 	7.15   Amendment of Organizational Documents	80
	 	7.16   Compliance with ERISA	80
	 	7.17   Prepayment of Indebtedness	81
	 	7.18   [Reserved]	81
	 	7.19   [Reserved]	81
	 	7.20   Membership / Partnership Interests	81
	VIII.	CONDITIONS PRECEDENT.	81
	 	8.1   Conditions to Initial Advances	81
	 	8.2   Conditions to Each Advance	84
	IX.	INFORMATION AS TO BORROWERS.	85
	 	9.1   Disclosure of Material Matters	85
	 	9.2   Schedules	85
	 	9.3   Environmental Reports	85
	 	9.4   Litigation	86
	 	9.5   Material Occurrences	86
	 	9.6   Government Receivables	86
	 	9.7   Annual Financial Statements	86
	 	9.8   Quarterly Financial Statements	87
	 	9.9   Monthly Financial Statements	87
	 	9.10   Other Reports	87
	 	9.11   Additional Information	87
	 	9.12   Projected Operating Budget	88
	 	9.13   Material Variances From Operating Budget, Management Discussion and Analysis	88



 


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	 	9.14   Notice of Suits, Adverse Events	88
	 	9.15   ERISA Notices and Requests	88
	 	9.16   Additional Documents	89
	 	9.17   Updates to Certain Schedules	89
	 	9.18   Financial Disclosure	89
	X.	EVENTS OF DEFAULT.	89
	 	10.1   Nonpayment	90
	 	10.2   Breach of Representation	90
	 	10.3   Financial Information	90
	 	10.4   Judicial Actions	90
	 	10.5   Noncompliance	90
	 	10.6   Judgments	90
	 	10.7   Bankruptcy	90
	 	10.8   Material Adverse Effect	91
	 	10.9   Lien Priority	91
	 	10.10   [Reserved]	91
	 	10.11   Cross Default	91
	 	10.12   Breach of Guaranty or Pledge Agreement	91
	 	10.13   Change of Control	91
	 	10.14   Invalidity	91
	 	10.15   Seizures	91
	 	10.16   Operations	92
	 	10.17   Pension Plans	92



 


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	 	10.18   Anti-Money Laundering/International Trade Law Compliance	92
	XI.	LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT.	92
	 	11.1   Rights and Remedies	92
	 	11.2   Agent’s Discretion	94
	 	11.3   Setoff	94
	 	11.4   Rights and Remedies not Exclusive	94
	 	11.5   Allocation of Payments After Event of Default	94
	XII,	WAIVERS AND JUDICIAL PROCEEDINGS.	96
	 	12.1   Waiver of Notice	96
	 	12.2   Delay	96
	 	12.3   Jury Waiver	96
	XIII.	EFFECTIVE DATE AND TERMINATION.	96
	 	13.1   Term	96
	 	13.2   Termination	97
	XIV.	REGARDING AGENT.	97
	 	14.1   Appointment	97
	 	14.2   Nature of Duties	98
	 	14.3   Lack of Reliance on Agent	98
	 	14.4   Resignation of Agent; Successor Agent	98
	 	14.5   Certain Rights of Agent	99
	 	14.6   Reliance	99
	 	14.7   Notice of Default	99
	 	14.8   Indemnification	100



 


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	 	14.9   Agent in its Individual Capacity	100
	 	14.10   Delivery of Documents	100
	 	14.11   Borrowers’ Undertaking to Agent	100
	 	14.12   No Reliance on Agent’s Customer Identification Program	100
	 	14.13   Other Agreements	101
	XV.	BORROWING AGENCY.	101
	 	15.1   Borrowing Agency Provisions	101
	 	15.2   Waiver of Subrogation	102
	XVI.	MISCELLANEOUS.	102
	 	16.1   Governing Law	102
	 	16.2   Entire Understanding	103
	 	16.3   Successors and Assigns; Participations; New Lenders	106
	 	16.4   Application of Payments	108
	 	16.5   Indemnity	108
	 	16.6   Indemnity	108
	 	16.7   Survival	112
	 	16.8   Severability	112
	 	16.9   Expenses	112
	 	16.10   Injunctive Relief	113
	 	16.11   Consequential Damages	113
	 	16.12   Captions	113
	 	16.13   Counterparts; Facsimile Signatures	113
	 	16.14   Construction	113



 


 


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	 	16.15   Confidentiality; Sharing Information	113
	 	16.16   Publicity	114
	 	16.17   Certifications From Banks and Participants; USA PATRIOT Act	114
	 	16.18   Anti-Terrorism Laws	115
	 	16.19   Amendment and Restatement of Existing Credit Agreement	115





 


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LIST OF EXHIBITS AND SCHEDULES








	Exhibits	 
	Exhibit 1.2(a)	Borrowing Base Certificate
	Exhibit 1.2(b)	Compliance Certificate
	Exhibit 2.1(a)	Revolving Credit Note
	Exhibit 8.1(i)	Financial Condition Certificate
	Exhibit 16.3	Commitment Transfer Supplement
	 	 
	Schedules	 
	Schedule 1.2(a)	Permitted Encumbrances
	Schedule 1.2(b)	Immaterial Subsidiaries
	Schedule 2.11	Existing Letters of Credit
	Schedule 4.4	Equipment and Inventory Locations; Place of Business,
	 	Chief Executive Office, Real Property
	Schedule 4.8(j)	Deposit and Investment Accounts
	Schedule 5.1	Consents
	Schedule 5.2(a)	States of Qualification and Good Standing
	Schedule 5.2(b)	Subsidiaries
	Schedule 5.4	Federal Tax Identification Number
	Schedule 5.6	Prior Names
	Schedule 5.7	Environmental
	Schedule 5.8(b)(i)	Litigation
	Schedule 5.8(b)(ii)	Indebtedness
	Schedule 5.8(d)	Plans
	Schedule 5.9	Intellectual Property, Source Code Escrow Agreements
	Schedule 5.10	Licenses and Permits
	Schedule 5.14	Labor Disputes
	Schedule 5.24	Equity Interests
	Schedule 5.25	Commercial Tort Claims
	Schedule 5.26	Letter of Credit Rights
	Schedule 5.27	Material Contracts
	 	 













 


 


 




    	 



    	 



    

AMENDED AND RESTATED REVOLVING CREDIT

AND

SECURITY AGREEMENT


Amended and Restated Revolving
Credit and Security Agreement dated as of September 12, 2014 among ENSERVCO CORPORATION, a Delaware corporation (“Enservco”),
DILLCO FLUID SERVICE, INC., a Kansas corporation (“Dillco”), and HEAT WAVES HOT OIL SERVICES LLC, a Colorado
limited liability company (“Heat Waves”) (Enservco, Dillco and Heat Waves and each Person joined hereto as a
borrower from time to time, each, a “Borrower” and collectively, “Borrowers”), the financial
institutions which are now or which hereafter become a party hereto (collectively, “Lenders” and each individually,
a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such
capacity, “Agent”).


RECITALS


A.   
The parties hereto are parties to the Revolving Credit, Term Loan and Credit Agreement, dated as of November 2, 2012 (as
amended, the “Existing Credit Agreement”) by and among Borrowers, the Lenders identified therein and Agent,
and certain Other Documents entered into in connection with (and as defined in) the Existing Credit Agreement (collectively with
the Existing Credit Agreement, the “Existing Loan Documents”), pursuant to which Lenders party thereto agreed
to provide Revolving Advances and Letters of Credit in the aggregate principal amount of up to $5,000,000 and a Term Loan in the
aggregate principal amount of $11,000,000, in each case on terms and conditions set forth in the Existing Credit Agreement.


B.   
In order to (a) refinance the Term Loan under (as defined in) the Existing Credit Agreement, (b) refinance existing
term loan Indebtedness of the Borrowers (other than the Term Loan), (c) pay transactional fees, costs, and expenses incurred
in connection with this Agreement, the Other Documents, and the transactions contemplated hereby and thereby, and (d) finance general
corporate purposes of Borrowers, Borrowers have requested that the Lenders extend additional credit to Borrowers pursuant to, and
in accordance with, this Agreement; and


C.   
The parties wish to enter into this Agreement and the Other Documents described herein, which shall amend, restate, replace
and supersede (but not cause a novation of) the Existing Credit Agreement and the other Existing Loan Documents and which hereinafter
shall govern the terms and conditions under which the Lenders shall provide senior revolving and letter of credit facilities to
the Borrowers.


D.   
On the effective date of this Agreement, the Existing Letters of Credit identified more particularly herein, which were
issued under the Existing Credit Agreement, will be considered to be outstanding under and hereafter shall be governed by the
terms of this Agreement.


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IN CONSIDERATION of the
mutual covenants and undertakings herein contained, Borrowers, Lenders and Agent hereby agree as follows:


I.                
DEFINITIONS.


1.1           
Accounting Terms. As used in this Agreement, the Other Documents or any certificate, report or other document
made or delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting
terms partly defined in Section 1.2 to the extent not defined shall have the respective meanings given to them under GAAP; provided,
however, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement,
such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of
Borrowers for the fiscal year ended December 31, 2013.


1.2           
General Terms. For purposes of this Agreement the following terms shall have the following meanings:


“Accountants”
shall have the meaning set forth in Section 9.7 hereof.


“Adjusted EBITDA”
shall mean EBITDA for such period plus: (A) depletion, (B) amortization of deferred financing costs, (C) impairment, (D) non-cash
expenses relating to share based payments recognized under ASC Topic 718 and ASC Subtopic 505-50, (E) pre-tax unrealized gains
and losses on foreign currency, (F) pre-tax unrealized gain and losses on any Interest Rate Hedge or other Hedge Liabilities or
commodity price risk management activities, (G) losses on derivatives for such period, (H) losses on sale of damaged, obsolete
or worn-out equipment for such period and (I) losses on sale of investments for such period; minus (X) gains on derivatives for
such period, (Y) gains on sale of damaged, obsolete or worn-out equipment for such period, and (Z) gains on sale of investments
for such period.


“Advance Rates”
shall mean, collectively, the Receivables Advance Rate, the Existing Equipment Advance Rate and the New Equipment Advance Rate.


“Advances”
shall mean and include the Revolving Advances and the Letters of Credit.


“Affected Lender”
shall have the meaning set forth in Section 3.11 hereof.


“Affiliate”
of any Person shall mean (a) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control
with such Person, or (b) any Person who is a director, manager, member, managing member, general partner or officer (i) of such
Person, (ii) of any Subsidiary of such Person or (iii) of any Person described in clause (a) above. For purposes of this definition,
control of a Person shall mean the power, direct or indirect, (x) to vote 5% or more of the Equity Interests having ordinary voting
power for the election of directors of such Person or other Persons performing similar functions for any such Person, or (y) to
direct or cause the direction of the management and policies of such Person whether by ownership of Equity Interests, contract
or otherwise.


“Agent”
shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns.


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“Agreement”
shall mean this Amended and Restated Revolving Credit and Security Agreement, as the same may be amended, restated, supplemented
or otherwise modified from time to time.


“Alternate Base
Rate” shall mean, for any day, a rate per annum equal to the highest of (a) the Base Rate in effect on such day, (b)
the sum of the Federal Funds Open Rate in effect on such day plus one half of one percent (0.5%), and (c) the sum of the Daily
LIBOR Rate in effect on such day plus one percent (1.0%), so long as a Daily LIBOR Rate is offered, ascertainable and not unlawful.


“Alternate Source”
shall have the meaning set forth in the definition of Federal Funds Open Rate.


“Amendment Effective
Date” shall mean September 12, 2014 or such other date as may be agreed to in writing by the parties hereto.


“Anti-Terrorism
Laws” shall mean any Laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money
laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, all as amended,
supplemented or replaced from time to time.


“Applicable Law”
shall mean all laws, rules and regulations applicable to the Person, conduct, transaction, covenant, Other Document or contract
in question, including all applicable common law and equitable principles, all provisions of all applicable state, federal and
foreign constitutions, statutes, rules, regulations, treaties, directives and orders of any Governmental Body, and all orders,
judgments and decrees of all courts and arbitrators.


“Applicable
Margin” shall mean, with respect to Domestic Rate Loans or LIBOR Rate Loans, as the case may be, as of any date of determination,
the margins set forth in the following table that correspond to the Borrowers’ Average Undrawn Availability for the most
recently completed fiscal quarter of Borrowers:  


	Level	 

                                                                    Average Undrawn Availability
	Applicable Margin for Domestic Rate Loans	Applicable Margin for LIBOR Rate Loans
	 	 	 	 
	I	>$4,000,000	1.00%	2.50%
	II	>$4,000,000 and >$3,000,000	1.50%	3.00%

        

	III	>$3,000,000	2.00%	3.50%






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The Applicable Margin shall be adjusted on the
first day of each fiscal quarter of Borrowers, and shall be based upon the Average Undrawn Availability as of such date which shall
be calculated by Agent using its internal records and the Borrowing Base Certificates delivered by Borrowers pursuant to Section 9.2;
provided that from the Amendment Effective Date through and including the last day of the quarter fiscal quarter ended March 31,
2015, the Applicable Margin shall be set at Level I specified in the pricing table set forth above.


Notwithstanding anything to the contrary contained
herein, no downward adjustment in any Applicable Margin shall be made on any date on which any Event of Default shall have occurred
and be continuing. Any increase in interest rates and/or other fees payable by Borrowers under this Agreement and the Other Documents
pursuant to the provisions of the foregoing sentence shall be in addition to and independent of any increase in such interest rates
and/or other fees resulting from the occurrence of any Event of Default (including, if applicable, any Event of Default arising
from a breach of Sections 9.7 or 9.8 hereof) and/or the effectiveness of the Default Rate provisions of Section 3.1 hereof or the
default fee rate provisions of Section 3.2 hereof.


“Application Date”
shall have the meaning set forth in Section 2.8(b) hereof.


“Approvals”
shall have the meaning set forth in Section 5.7(b) hereof.


“Approved Electronic
Communication” shall mean each notice, demand, communication, information, document and other material transmitted, posted
or otherwise made or communicated by e-mail, E-Fax, the StuckyNet System©1,
or any other equivalent electronic service agreed to by Agent, whether owned, operated or hosted by Agent, any Lender, any of their
Affiliates or any other Person, that any party is obligated to, or otherwise chooses to, provide to Agent pursuant to this Agreement
or any Other Document, including any financial statement, financial and other report, notice, request, certificate and other information
material; provided that Approved Electronic Communications shall not include any notice, demand, communication, information,
document or other material that Agent specifically instructs a Person to deliver in physical form.


“Average Undrawn
Availability” shall mean, as of any date of determination, the sum of Undrawn Availability for each of the previous one-hundred
eighty (180) days, divided by one-hundred eighty (180) days.


“Base Rate”
shall mean the base commercial lending rate of PNC as publicly announced to be in effect from time to time, such rate to be adjusted
automatically, without notice, on the effective date of any change in such rate. This rate of interest is determined from time
to time by PNC as a means of pricing some loans to its customers and is neither tied to any external rate of interest or index
nor does it necessarily reflect the lowest rate of interest actually charged by PNC to any particular class or category of customers
of PNC.


“Benefited Lender”
shall have the meaning set forth in Section 2.6(e) hereof.


“Blocked
Account Bank” shall have the meaning set forth in Section 4.8(h) hereof.


___________


1NTD - Enservco currently uses Stucky
Net System to make draw requests.


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“Blocked Accounts”
shall have the meaning set forth in Section 4.8(h) hereof.


“Borrower”
or “Borrowers” shall have the meaning set forth in the preamble to this Agreement and shall extend to all permitted
successors and assigns of such Persons.


“Borrowers on a
Consolidated Basis” shall mean the consolidation in accordance with GAAP of the accounts or other items of Enservco and
its Subsidiaries whether or not the Subsidiaries are a Borrower, and which are included on a consolidated basis in the financial
statements filed by Enservco with the SEC.


“Borrowers’
Account” shall have the meaning set forth in Section 2.10 hereof.


“Borrowing Agent”
shall mean Enservco.


“Borrowing Base
Certificate” shall mean a certificate in substantially the form of Exhibit 1.2(a) hereto duly executed by the President,
Chief Financial Officer or Controller of the Borrowing Agent and delivered to Agent, appropriately completed, by which such officer
shall certify to Agent the Formula Amount and calculation thereof as of the date of such certificate.


“Business Day”
shall mean any day other than Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by law
to be closed for business in East Brunswick, New Jersey and, if the applicable Business Day relates to any LIBOR Rate Loans, such
day must also be a day on which dealings are carried on in the London interbank market.


“Capital Expenditures”
shall mean expenditures made or liabilities incurred for the acquisition of any fixed assets or improvements (or of any replacements
or substitutions thereof or additions thereto) which have a useful life of more than one year and which, in accordance with GAAP,
would be classified as capital expenditures. Capital Expenditures shall include the total principal portion of Capitalized Lease
Obligations.


“Capitalized Lease
Obligation” shall mean any Indebtedness of any Borrower represented by obligations under a lease that is required to
be capitalized for financial reporting purposes in accordance with GAAP.


“Cash Management
Products and Services” shall mean agreements or other arrangements under which Agent or any Lender or any Affiliate of
Agent or a Lender provides any of the following products or services to any Borrower: (a) credit cards; (b) credit card processing
services; (c) debit cards and stored value cards; (d) commercial cards; (e) ACH transactions; and (f) cash management and treasury
management services and products, including without limitation controlled disbursement accounts or services, lockboxes, automated
clearinghouse transactions, overdrafts, interstate depository network services. The indebtedness, obligations and liabilities of
any Borrower to the provider of any Cash Management Products and Services (including all obligations and liabilities owing to such
provider in respect of any returned items deposited with such provider) (the “Cash Management Liabilities”) shall be
“Obligations” hereunder, guaranteed obligations under the Guaranty and secured obligations under any Guarantor Security
Agreement, as applicable, and otherwise treated as Obligations for purposes of each of the Other Documents. The Liens securing
the Cash Management Products and Services shall be pari passu with the Liens securing all other Obligations under
this Agreement and the Other Documents, subject to the express provisions of Section 11.5.


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“Cash Management
Liabilities” shall have the meaning provided in the definition of “Cash Management Products and Services.”


“CEA”
shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.


“CFTC”
shall mean the Commodity Futures Trading Commission.


“CERCLA”
shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§9601 et
seq.


“Change in Law”
shall mean the occurrence, after the Amendment Effective Date, of any of the following: (a) the adoption or taking effect of any
Applicable Law; (b) any change in any Applicable Law or in the administration, implementation, interpretation or application thereof
by any Governmental Body; or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the
force of law) by any Governmental Body; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives
thereunder or issued in connection therewith (whether or not having the force of Applicable Law) and (y) all requests, rules, regulations,
guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having
the force of law), in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law regardless of the date
enacted, adopted, issued, promulgated or implemented.


“Change of Control”
shall mean any of the following events to the extent that such event has (or can reasonably be expected to have) a Material Adverse
Effect on the Borrowers on a Consolidated Basis: (a) Enservco shall cease to own all of the Equity Interests of Dillco, (b) Enservco
shall cease to own all of the Equity Interests of Heat Waves or (c) any merger, consolidation or sale of substantially all
of the property or assets of any Borrower.


“Charges”
shall mean all taxes, charges, fees, imposts, levies or other assessments, including all net income, gross income, gross receipts,
sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment,
social security, unemployment, excise, severance, stamp, occupation and property taxes, custom duties, fees, assessments, liens,
claims and charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts,
imposed by any taxing or other authority, domestic or foreign (including the Pension Benefit Guaranty Corporation or any environmental
agency), upon the Collateral, any Borrower or any of its Affiliates.


“CIP Regulations”
shall have the meaning set forth in Section 14.12 hereof.


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“Code”
shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute
of similar import, and the rules and regulations thereunder, as from time to time in effect.


“Collateral”
shall mean and include all right, title and interest of each Borrower in all of the following property and assets of such Borrower,
in each case whether now existing or hereafter arising or created and whether now owned or hereafter acquired and wherever located:


(a)all Receivables and
all supporting obligations relating thereto;


(b)all equipment and fixtures;


(c)all general intangibles
(including all payment intangibles and all software) and all supporting obligations related thereto;


(d)all Inventory;


(e)all Subsidiary Stock,
securities, investment property, and financial assets;


(f)all contract rights,
rights of payment which have been earned under a contract rights, chattel paper (including electronic chattel paper and tangible
chattel paper), commercial tort claims (whether now existing or hereafter arising); documents (including all warehouse receipts
and bills of lading), deposit accounts, goods, instruments (including promissory notes), letters of credit (whether or not the
respective letter of credit is evidenced by a writing) and letter-of-credit rights, cash, certificates of deposit, insurance proceeds
(including hazard, flood and credit insurance), security agreements, eminent domain proceeds, condemnation proceeds, tort claim
proceeds and all supporting obligations;


(g)all ledger sheets,
ledger cards, files, correspondence, records, books of account, business papers, computers, computer software (owned by any Borrower
or in which it has an interest), computer programs, tapes, disks and documents, including all of such property relating to the
property described in clauses (a) through (f) of this definition; and


(h)all proceeds and products
of the property described in clauses (a) through (g) of this definition, in whatever form. It is the intention of the parties that
if Agent shall fail to have a perfected Lien in any particular property or assets of any Borrower for any reason whatsoever, but
the provisions of this Agreement and/or of the Other Documents, together with all financing statements and other public filings
relating to Liens filed or recorded by Agent against Borrowers, would be sufficient to create a perfected Lien in any property
or assets that such Borrower may receive upon the sale, lease, license, exchange, transfer or disposition of such particular property
or assets, then all such “proceeds” of such particular property or assets shall be included in the Collateral as original
collateral that is the subject of a direct and original grant of a security interest as provided for herein and in the Other Documents
(and not merely as proceeds (as defined in Article 9 of the Uniform Commercial Code) in which a security interest is created or
arises solely pursuant to Section 9-315 of the Uniform Commercial Code).


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Notwithstanding the forgoing,
Collateral shall not include any of the foregoing which are collateral for Permitted Encumbrances.


“Commitment Transfer
Supplement” shall mean a document in the form of Exhibit 16.3 hereto, properly completed and otherwise in form and substance
satisfactory to Agent by which the Purchasing Lender purchases and assumes a portion of the obligation of Lenders to make Advances
under this Agreement.


“Compliance Certificate”
shall mean a compliance certificate substantially in the form of Exhibit 1.2(b) hereto to be signed by the Chief Financial
Officer or Controller of Borrowing Agent.


“Consents”
shall mean all filings and all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental
Bodies and other third parties, domestic or foreign, necessary to carry on any Borrower’s business or necessary (including
to avoid a conflict or breach under any agreement, instrument, other document, license, permit or other authorization) for the
execution, delivery or performance of this Agreement, the Other Documents, including any Consents required under all applicable
federal, state or other Applicable Law, except to the extent that the failure to obtain such Consent reasonably would not be expected
to have a Material Adverse Effect.


“Contract Rate”
shall have the meaning set forth in Section 3.1 hereof.


“Controlled Group”
shall mean, at any time, each Borrower and all members of a controlled group of corporations and all trades or businesses (whether
or not incorporated) under common control and all other entities which, together with any Borrower, are treated as a single employer
under Section 414 of the Code.


“Covered Entity”
shall mean (a) each Borrower, each of Borrower’s Subsidiaries, all Guarantors and all pledgors of Collateral and (b) each
Person that, directly or indirectly, is in control of a Person described in clause (a) above. For purposes of this definition,
control of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding
equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar
functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether
by ownership of equity interests, contract or otherwise.


“Customer”
shall mean and include the account debtor with respect to any Receivable and/or the prospective purchaser of goods, services or
both with respect to any contract or contract right, and/or any party who enters into or proposes to enter into any contract or
other arrangement with any Borrower, pursuant to which such Borrower is to deliver any personal property or perform any services.


“Customs”
shall have the meaning set forth in Section 2.13(b) hereof.


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“Daily LIBOR Rate”
shall mean, for any day, the rate per annum determined by the Agent by dividing (x) the Published Rate by (y) a number equal to
1.00 minus the Reserve Percentage.


“Debt Payments”
shall mean for any period, in each case, all cash actually expended by any Borrower to make: (a) interest payments on any Advances
hereunder, plus (b) payments for all fees, commissions and charges set forth herein, plus (c) payments on Capitalized Lease Obligations,
plus (d) payments with respect to any other Indebtedness for borrowed money.


“Default”
shall mean an event, circumstance or condition which, with the giving of notice or passage of time or both, would constitute an
Event of Default.


“Default Rate”
shall have the meaning set forth in Section 3.1 hereof.


“Defaulting Lender”
shall mean any Lender that: (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund
any portion of its Revolving Commitment Percentage of Advances, (ii) if applicable, fund any portion of its Participation Commitment
in Letters of Credit or (iii) pay over to Agent, Issuer or any Lender any other amount required to be paid by it hereunder, unless,
in the case of clause (i) above, such Lender notifies Agent in writing that such failure is the result of such Lender’s good
faith determination that a condition precedent to funding (specifically identified and including a particular Default or Event
of Default, if any) has not been satisfied; (b) has notified Borrowers or Agent in writing, or has made a public statement to the
effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing
or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent
(specifically identified and including a particular Default or Event of Default, if any) to funding a loan under this Agreement
cannot be satisfied) or generally under other agreements in which it commits to extend credit; (c) has failed, within two (2) Business
Days after request by Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Lender
that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Advances and, if
applicable, participations in then outstanding Letters of Credit under this Agreement, provided that such Lender shall cease to
be a Defaulting Lender pursuant to this clause (c) upon Agent’s receipt of such certification in form and substance satisfactory
to the Agent; (d) has become the subject of an Insolvency Event; or (e) has failed at any time to comply with the provisions of
Section 2.6(e) with respect to purchasing participations from the other Lenders, whereby such Lender’s share of any payment
received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Lenders.


“Depository Accounts”
shall have the meaning set forth in Section 4.8(h) hereof.


“Designated Lender”
shall have the meaning set forth in Section 16.2(d) hereof.


“Dillco”
shall have the meaning set forth in preamble hereof.


“Document”
shall have the meaning given to the term “document” in the Uniform Commercial Code.


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“Dollar”
and the sign “$” shall mean lawful money of the United States of America.


“Domestic Rate
Loan” shall mean any Advance that bears interest based upon the Alternate Base Rate.


“Dominion Event”
shall mean that Undrawn Availability on any date is less than the greater of (a) $3,500,000 or (b) the product of the Formula Amount
on such date (up to the Maximum Revolving Advance Amount) times 15%.


“Drawing Date”
shall have the meaning set forth in Section 2.14(b) hereof.


“Early Termination
Date” shall have the meaning set forth in Section 13.1 hereof.


“EBITDA”
shall mean for any period the sum of (i) net income (or loss) of Borrowers on a Consolidated Basis for such period (excluding
extraordinary gains and losses), plus (ii) all interest expense of Borrowers on a Consolidated Basis for such period, plus
(iii) all charges against income of Borrowers on a Consolidated Basis for such period for federal, state and local taxes actually
paid, plus (iv) depreciation expenses for such period, plus (v) amortization expenses for such period.


“Effective Date”
means the date indicated in a document or agreement to be the date on which such document or agreement becomes effective, or, if
there is no such indication, the date of execution of such document or agreement.


“Eligible Contract
Participant” shall mean an “eligible contract participant” as defined in the CEA and regulations thereunder.


“Eligibility Date”
shall mean, with respect to each Borrower and Guarantor and each Swap, the date on which this Agreement or any Other Document becomes
effective with respect to such Swap (for the avoidance of doubt, the Eligibility Date shall be the Effective Date of such Swap
if this Agreement or any Other Document is then in effect with respect to such Borrower or Guarantor, and otherwise it shall be
the Effective Date of this Agreement and/or such Other Document(s) to which such Borrower or Guarantor is a party).


“Eligible Existing
Equipment Advance Rate” shall have the meaning set forth in Section 2.1(a)(y)(ii) hereof.


“Eligible Existing
Equipment” shall mean and include with respect to each Borrower, (i) the equipment owned by such Borrower on the Amendment
Effective Date, and (ii) the equipment purchased, acquired or newly fabricated by such Borrower after the Amendment Effective Date
to the extent Agent has received an equipment appraisal covering such equipment, and which in each case Agent, in its sole credit
judgment, deems to be Eligible Existing Equipment, based on such considerations as Agent may from time to time deem appropriate.


“Eligible New Equipment
Advance Rate” shall have the meaning set forth in Section 2.1(a)(y)(iii) hereof.


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“Eligible New Equipment”
shall mean and include with respect to each Borrower, the equipment purchased, acquired or newly fabricated by such Borrower on
or after Amendment Effective Date and not covered by an equipment appraisal received by Agent, and which Agent, in its sole credit
judgment, deems to be Eligible New Equipment, based on such considerations as Agent may from time to time deem appropriate. For
the avoidance of doubt, equipment purchased, acquired or newly fabricated by any Borrower after the Amendment Effective Date shall
cease to be Eligible New Equipment and instead shall constitute Eligible Existing Equipment on or after the date that Agent receives
an updated equipment appraisal, in form and substance satisfactory to Agent, in respect of such equipment.


“Eligible Receivables”
shall mean and include with respect to each Borrower, each Receivable of such Borrower arising in the Ordinary Course of Business
and which Agent, in its sole credit judgment, shall deem to be an Eligible Receivable, based on such considerations as Agent may
from time to time deem appropriate. A Receivable shall not be deemed eligible unless such Receivable is subject to Agent’s
first priority perfected security interest and no other Lien (other than Permitted Encumbrances), and is evidenced by an invoice
or other documentary evidence satisfactory to Agent. In addition, no Receivable shall be an Eligible Receivable if:


(a)it arises out of a
sale made by any Borrower to an Affiliate of any Borrower or to a Person controlled by an Affiliate of any Borrower;


(b)it is due or unpaid
more than ninety (90) days after the original invoice date or sixty (60) days after the due date, or if such Receivable is from
an Extended Term Customer, it is due or unpaid more than one hundred twenty (120) days after the original invoice date or ninety
(90) days after the due date;


(c)it constitutes a retainage
receivable;


(d)fifty percent (50%)
or more of the Receivables from such Customer are not deemed Eligible Receivables hereunder if such Customer is not an Extended
Term Customer, or twenty-five percent (25%) or more of the Receivables from such Customer are not deemed Eligible Receivables hereunder
if such Customer is an Extended Term Customer;


(e)any covenant, representation
or warranty contained in this Agreement with respect to such Receivable has been breached in any material respect;


(f)the Customer shall
(i) apply for, suffer, or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or
liquidator of itself or of all or a substantial part of its property or call a meeting of its creditors, (ii) admit in writing
its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) make
a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state or federal bankruptcy laws
(as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent, (vi) file a petition seeking to take advantage
of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, any petition which is
filed against it in any involuntary case under such bankruptcy laws, or (viii) take any action for the purpose of effecting
any of the foregoing;


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(g)the sale is to a Customer
outside the continental United States of America, unless the sale is on letter of credit, guaranty or acceptance terms, in each
case acceptable to Agent in its Permitted Discretion;


(h)the sale to the Customer
is on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis
or is evidenced by chattel paper;


(i)Agent believes, in
its Permitted Discretion, that collection of such Receivable is materially insecure or that such Receivable may not be paid by
reason of the Customer’s financial inability to pay;


(j)the Customer is the
United States of America, any state or any department, agency or instrumentality of any of them, unless the applicable Borrower
assigns its right to payment of such Receivable to Agent pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C.
Section 3727 et seq. and 41 U.S.C. Section 15 et seq.) or has otherwise complied with other applicable statutes or ordinances;


(k)the goods giving rise
to such Receivable have not been delivered to and accepted by the Customer or the services giving rise to such Receivable have
not been performed by the applicable Borrower and accepted by the Customer or the Receivable otherwise does not represent a final
sale;


(l)the Receivables of
the Customer exceed a credit limit determined by Agent, in its Permitted Discretion, to the extent such Receivable exceeds such
limit;


(m)the Receivable is subject
to any offset, deduction, defense, dispute, or counterclaim, the Customer is also a creditor or supplier of a Borrower, or the
Receivable is contingent in any respect or for any reason;


(n)the applicable Borrower
has made any agreement with any Customer for any deduction therefrom, except for discounts or allowances made in the Ordinary Course
of Business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face value of each
respective invoice related thereto;


(o)any return, rejection
or repossession of the merchandise has occurred or the rendition of services has been disputed;


(p)such Receivable is
not payable to a Borrower; or


(q)such Receivable is
not otherwise satisfactory to Agent as determined in good faith by Agent in the exercise of its Permitted Discretion.


“Enservco”
shall have the meaning set forth in preamble hereof.


“Environmental
Complaint” shall have the meaning set forth in Section 9.3(b) hereof.


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“Environmental
Laws” shall mean all federal, state and local environmental, land use, zoning, health, chemical use, safety and sanitation
laws, statutes, ordinances and codes as well as common laws, relating to the protection of the environment, human health and/or
governing the use, storage, treatment, generation, transportation, processing, handling, production or disposal of Hazardous Materials
and the rules, regulations, policies, guidelines, interpretations, decisions, orders and directives of federal, state, international
and local governmental agencies and authorities with respect thereto.


“Equity Interests”
shall mean, with respect to any Person, any and all shares, rights to purchase, options, warrants, general, limited or limited
liability partnership interests, member interests, participation or other equivalents of or interest in (regardless of how designated)
equity of such Person, whether voting or nonvoting, including common stock, preferred stock, convertible securities or any other
“equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC
under the Exchange Act), including in each case all of the following rights relating to such Equity Interests, whether arising
under the Organizational Documents of the Person issuing such Equity Interests (the “issuer”) or under the applicable
laws of such issuer’s jurisdiction of organization relating to the formation, existence and governance of corporations, limited
liability companies or partnerships or business trusts or other legal entities, as the case may be: (i) all economic rights (including
all rights to receive dividends and distributions) relating to such Equity Interests; (ii) all voting rights and rights to consent
to any particular action(s) by the applicable issuer; (iii) all management rights with respect to such issuer; (iv) in the case
of any Equity Interests consisting of a general partner interest in a partnership, all powers and rights as a general partner with
respect to the management, operations and control of the business and affairs of the applicable issuer; (v) in the case of any
Equity Interests consisting of the membership/limited liability company interests of a managing member in a limited liability company,
all powers and rights as a managing member with respect to the management, operations and control of the business and affairs of
the applicable issuer; (vi) all rights to designate or appoint or vote for or remove any officers, directors, manager(s), general
partner(s) or managing member(s) of such issuer and/or any members of any board of members/managers/partners/directors that may
at any time have any rights to manage and direct the business and affairs of the applicable issuer under its Organizational Documents
as in effect from time to time or under Applicable Law; (vii) all rights to amend the Organizational Documents of such issuer,
(viii) in the case of any Equity Interests in a partnership or limited liability company, the status of the holder of such Equity
Interests as a “partner,” general or limited, or “member” (as applicable) under the applicable Organizational
Documents and/or Applicable Law; and (ix) all certificates evidencing such Equity Interests.


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time and
the rules and regulations promulgated thereunder.


“Event of Default”
shall have the meaning set forth in Article X hereof.


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


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“Excluded Hedge
Liability or Liabilities” shall mean, with respect to each Borrower and Guarantor, each of its Swap Obligations if, and
only to the extent that, all or any portion of this Agreement or any Other Document that relates to such Swap Obligation is or
becomes illegal under the CEA, or any rule, regulation or order of the CFTC, solely by virtue of such Borrower’s and/or Guarantor’s
failure to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap. Notwithstanding anything to the contrary
contained in the foregoing or in any other provision of this Agreement or any Other Document, the foregoing is subject to the following
provisos: (a) if a Swap Obligation arises under a master agreement governing more than one Swap, this definition shall apply only
to the portion of such Swap Obligation that is attributable to Swaps for which such guaranty or security interest is or becomes
illegal under the CEA, or any rule, regulations or order of the CFTC, solely as a result of the failure by such Borrower or Guarantor
for any reason to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap; (b) if a guarantee of a Swap
Obligation would cause such obligation to be an Excluded Hedge Liability but the grant of a security interest would not cause such
obligation to be an Excluded Hedge Liability, such Swap Obligation shall constitute an Excluded Hedge Liability for purposes of
the guaranty but not for purposes of the grant of the security interest; and (c) if there is more than one Borrower or Guarantor
executing this Agreement or the Other Documents and a Swap Obligation would be an Excluded Hedge Liability with respect to one
or more of such Persons, but not all of them, the definition of Excluded Hedge Liability or Liabilities with respect to each such
Person shall only be deemed applicable to (i) the particular Swap Obligations that constitute Excluded Hedge Liabilities with respect
to such Person, and (ii) the particular Person with respect to which such Swap Obligations constitute Excluded Hedge Liabilities.


“Excluded Taxes”
shall mean, with respect to Agent, any Lender, Participant, Issuer or any other recipient of any payment to be made by or on account
of any Obligations, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed
on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient
is organized or in which its principal office or applicable lending office is located or, in the case of any Lender, Participant
or Issuer, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America
or any similar tax imposed by any other jurisdiction in which any Borrower is located, (c) in the case of a Foreign Lender, any
withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto
(or designates a new lending office) or is attributable to such Foreign Lender’s failure or inability (other than as a result
of a Change in Law) to comply with Section 3.10(e), except to the extent that such Foreign Lender or Participant (or its assignor
or seller of a participation, if any) was entitled, at the time of designation of a new lending office (or assignment or sale of
a participation), to receive additional amounts from Borrowers with respect to such withholding tax pursuant to Section 3.10(a),
or (d) any Taxes imposed on any “withholding payment” payable to such recipient as a result of the failure of such
recipient to satisfy the requirements set forth in the FATCA after December 31, 2012.


“Extended Term
Customer” means Anadarko, Oxy USA, E.Q.T., Exxon Mobil, Antero Resources, Chesapeake, Brigham-Statoil Company or Gulfport
Energy Corporation.


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“Facility Fee”
shall have the meaning set forth in Section 3.3(b) hereof.


“FATCA”
shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with) and any current or future regulations thereunder or official
interpretations thereof.


“Federal Funds
Effective Rate” shall mean for any day the rate per annum (based on a year of 360 days and actual days elapsed and rounded
upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the
weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading
day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal
Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate” as of the
date of this Agreement; provided, if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the “Federal
Funds Effective Rate” for such day shall be the Federal Funds Effective Rate for the last day on which such rate was announced.


“Federal Funds
Open Rate” shall mean for any day the rate per annum (based on a year of 360 days and actual days elapsed) which is the
daily federal funds open rate as quoted by ICAP North America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM
for that day opposite the caption “OPEN” (or on such other substitute Bloomberg Screen that displays such rate), or
as set forth on such other recognized electronic source used for the purpose of displaying such rate as selected by PNC (an “Alternate
Source”) (or if such rate for such day does not appear on the Bloomberg Screen BTMM (or any substitute screen) or on any
Alternate Source, or if there shall at any time, for any reason, no longer exist a Bloomberg Screen BTMM (or any substitute screen)
or any Alternate Source, a comparable replacement rate determined by PNC at such time (which determination shall be conclusive
absent manifest error); provided however, that if such day is not a Business Day, the Federal Funds Open Rate for such day shall
be the “open” rate on the immediately preceding Business Day. If and when the Federal Funds Open Rate changes, the
rate of interest with respect to any advance to which the Federal Funds Open Rate applies will change automatically without notice
to Borrowers, effective on the date of any such change.


“Fee Letter”
shall mean the fee letter dated the Amendment Effective Date among Borrowers and PNC.


“Fixed Charge Coverage
Ratio” shall mean and include, with respect to any fiscal period, the ratio of (a) Adjusted EBITDA for such period minus
(i) Unfunded Capital Expenditures made during such period and (ii) cash taxes paid during such period to (b) all Senior Debt
Payments during such period; provided that principal payments in respect of the Term Loan under (and as defined in the Existing
Credit Agreement) which were made on or prior to the Amendment Effective Date shall not be included in the calculation of the Fixed
Charge Coverage Ratio.


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“Flood Laws”
shall mean all Applicable Laws relating to policies and procedures that address requirements placed on federally regulated lenders
under the National Flood Insurance Reform Act of 1994 and other Applicable Laws related thereto. 


“Foreign Currency
Hedge” shall mean any foreign exchange transaction, including spot and forward foreign currency purchases and sales,
listed or over-the-counter options on foreign currencies, non-deliverable forwards and options, foreign currency swap agreements,
currency exchange rate price hedging arrangements, and any other similar transaction providing for the purchase of one currency
in exchange for the sale of another currency entered into by any Borrower, Guarantor and/or any of their respective Subsidiaries.


“Foreign Currency
Hedge Liabilities” shall have the meaning assigned in the definition of Lender-Provided Foreign Currency Hedge.


“Foreign Lender”
shall mean any Lender that is organized under the laws of a jurisdiction other than that in which Borrowers are resident for tax
purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall
be deemed to constitute a single jurisdiction.


“Foreign Subsidiary”
shall mean any Subsidiary of any Person that is not organized or incorporated in the United States, any State or territory thereof
or the District of Columbia.


“Formula Amount”
shall have the meaning set forth in Section 2.1(a) hereof.


“Funded Debt”
shall mean, with respect to any Person, without duplication, all Indebtedness for borrowed money evidenced by notes, bonds, debentures,
or similar evidences of Indebtedness that by its terms matures more than one year from, or is directly or indirectly renewable
or extendible at such Person’s option under a revolving credit or similar agreement obligating the lender or lenders to extend
credit over a period of more than one year from the date of creation thereof, and specifically including Capitalized Lease Obligations,
current maturities of long-term debt, revolving credit and short term debt extendible beyond one year at the option of the debtor,
and also including, in the case of Borrowers, the Obligations and, without duplication, Indebtedness consisting of guaranties of
Funded Debt of other Persons.


“GAAP”
shall mean generally accepted accounting principles in the United States of America in effect from time to time.


“Governmental Acts”
shall mean any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Body.


“Governmental Body”
shall mean any nation or government, any state or other political subdivision thereof or any entity, authority, agency, division
or department exercising the executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining
to a government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or
body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial
Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor
or similar authority to any of the foregoing).


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“Guarantor”
shall mean (i) each Subsidiary of Parent which is directly or indirectly wholly owned by Parent and is not an Immaterial Subsidiary,
and (ii) any other Person who may hereafter guarantee payment or performance of the whole or any part of the Obligations, and “Guarantors”
means collectively all such Persons.


“Guarantor Security
Agreement” shall mean any security agreement executed by any Guarantor in favor of Agent securing the Obligations or
the Guaranty of such Guarantor, in form and substance satisfactory to Agent.


“Guaranty”
shall mean any guaranty of the Obligations executed by a Guarantor in favor of Agent for its benefit and for the ratable benefit
of Lenders, in form and substance satisfactory to Agent.


“Hazardous Discharge”
shall have the meaning set forth in Section 9.3(b) hereof.


“Hazardous Materials”
shall mean, without limitation, any flammable explosives, radon, radioactive materials, asbestos, urea formaldehyde foam insulation,
polychlorinated biphenyls, petroleum and petroleum products, methane, Hazardous Wastes, hazardous or Toxic Substances or related
materials as defined in or subject to regulation under Environmental Laws.


“Hazardous Wastes”
shall mean all waste materials subject to regulation under CERCLA, RCRA or applicable state law, and any other applicable Federal
and state laws now in force or hereafter enacted relating to hazardous waste disposal.


“Heat Waves”
shall have the meaning set forth in preamble hereof.


“Hedge Liabilities”
shall mean the Interest Rate Hedge Liabilities.


“Immaterial Subsidiary”
shall mean each of the Subsidiaries existing on the Amendment Effective Date and listed on Schedule 1.2(b) hereto.


“Increased Tax
Burden” shall mean the additional federal, state or local taxes assumed to be payable by a shareholder or member of any
Borrower as a result of such Borrower’s status as a limited liability company, subchapter S corporation or any other entity
that is disregarded for federal and state income tax purposes (as applicable) but only so long as such Borrower has elected to
be treated as a pass though entity for federal and state income tax purposes and such election has not been rescinded or withdrawn,
as evidenced and substantiated by the tax returns filed by such Borrower (as applicable), with such taxes being calculated for
all members or shareholders, as applicable, at the highest marginal rate applicable to any member or shareholder, as applicable
to the extent such losses have not previously been applied to reduce the Increased Tax Burden hereunder, provided that capital
losses and capital loss carry forwards shall be taken into account only to the extent they are currently usable to offset income
or gain allocated by such Borrower to a member or shareholder, as applicable; and provided, further, that to the extent that any
losses allocated by such Borrower result in a payback by a member(s) to such Borrower of previous tax distributions pursuant to
Section 7.7 hereof, then such losses shall not be taken into account for purposes of determining the Increased Tax Burden hereunder.


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“Increasing Lender”
shall have the meaning set forth in Section 2.24(a) hereof.


“Indebtedness”
shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated
or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (a) borrowed
money; (b) amounts received under or liabilities in respect of any note purchase or acceptance credit facility, and all obligations
of such Person evidenced by bonds, debentures, notes or other similar instruments; (c) all Capitalized Lease Obligations; (d) reimbursement
obligations (contingent or otherwise) under any letter of credit agreement, banker’s acceptance agreement or similar arrangement;
(e) obligations under any Interest Rate Hedge, Foreign Currency Hedge, or other interest rate management device, foreign currency
exchange agreement, currency swap agreement, commodity price protection agreement or other interest or currency exchange rate or
commodity price hedging arrangement; (f) any other advances of credit made to or on behalf of such Person or other transaction
(including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect
of a borrowing of money entered into by such Person to finance its operations or capital requirements including to finance the
purchase price of property or services and all obligations of such Person to pay the deferred purchase price of property or services
(but not including trade payables and accrued expenses incurred in the Ordinary Course of Business which are not represented by
a promissory note or other evidence of indebtedness); (g) all Equity Interests of such Person subject to repurchase or redemption
rights or obligations (excluding repurchases or redemptions at the sole option of such Person); (h) all indebtedness, obligations
or liabilities secured by a Lien on any asset of such Person, whether or not such indebtedness, obligations or liabilities are
otherwise an obligation of such Person; (i) to the extent such obligations appear in the liabilities section of the balance sheet
of such Person, all obligations of such Person for “earnouts,” purchase price adjustments, profit sharing arrangements,
deferred purchase money amounts and similar payment obligations or continuing obligations of any nature of such Person arising
out of purchase and sale contracts; (j) off-balance sheet liabilities and/or pension plan liabilities of such Person; (k) obligations
arising under bonus, deferred compensation, incentive compensation or similar arrangements, other than those arising in the Ordinary
Course of Business; and (l) any guaranty of any indebtedness, obligations or liabilities of a type described in the foregoing clauses
(a) through (k).


“Indemnified Taxes”
shall mean Taxes other than Excluded Taxes.


“Ineligible Security”
shall mean any security which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16
of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.


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“Insolvency Event”
shall mean, with respect to any Person, including without limitation any Lender, such Person or such Person’s direct or indirect
parent company (a) becomes the subject of a bankruptcy or insolvency proceeding (including any proceeding under Title 11 of the
United States Code), or regulatory restrictions, (b) has had a receiver, conservator, trustee, administrator, custodian, assignee
for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it
or has called a meeting of its creditors, (c) admits in writing its inability, or be generally unable, to pay its debts as they
become due or cease operations of its present business, (d) with respect to a Lender, such Lender is unable to perform hereunder
due to the application of Applicable Law, or (e) in the good faith determination of Agent, has taken any action in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment of a type described in clauses
(a) or (b), provided that an Insolvency Event shall not result solely by virtue of any ownership interest, or the acquisition of
any ownership interest, in such Person or such Person’s direct or indirect parent company by a Governmental Body or instrumentality
thereof if, and only if, such ownership interest does not result in or provide such Person with immunity from the jurisdiction
of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person
(or such Governmental Body or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such
Person.


“Intellectual Property”
shall mean property constituting a patent, copyright, trademark (or any application in respect of the foregoing), service mark,
copyright, copyright application, trade name, mask work, trade secrets, design right, assumed name or license or other right to
use any of the foregoing under Applicable Law.


“Intellectual Property
Claim” shall mean the assertion, by any means, by any Person of a claim that any Borrower’s ownership, use, marketing,
sale or distribution of any Inventory, equipment, Intellectual Property or other property or asset that is material to Borrowers
on a Consolidated Basis is violative of any ownership of or right to use any Intellectual Property of such Person.


“Interest Period”
shall mean the period provided for any LIBOR Rate Loan pursuant to Section 2.2(b) hereof.


“Interest Rate
Hedge” shall mean an interest rate exchange, collar, cap, swap, floor, adjustable strike cap, adjustable strike corridor,
cross-currency swap or similar agreements entered into by any Borrower, Guarantor and/or their respective Subsidiaries in order
to provide protection to, or minimize the impact upon, such Borrower, any Guarantor and/or their respective Subsidiaries of increasing
floating rates of interest applicable to Indebtedness. 


“Interest Rate
Hedge Liabilities” shall have the meaning assigned in the definition of Lender-Provided Interest Rate Hedge.


“Inventory”
shall mean and include as to each Borrower all of such Borrower’s inventory (as defined in Article 9 of the Uniform Commercial
Code) and all of such Borrower’s goods, merchandise and other personal property, wherever located, to be furnished under
any consignment arrangement, contract of service or held for sale or lease, all raw materials, work in process, finished goods
and materials and supplies of any kind, nature or description which are or might be used or consumed in such Borrower’s business
or used in selling or furnishing such goods, merchandise and other personal property, and all Documents.


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“Issuer”
shall mean (i) Agent in its capacity as the issuer of Letters of Credit under this Agreement and (ii) any other Lender which Agent
in its discretion shall designate as the issuer of and cause to issue any particular Letter of Credit under this Agreement in place
of Agent as issuer.


“Law(s)”
shall mean any law(s) (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, issued guidance,
release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of
or any settlement arrangement, by agreement, consent or otherwise, with any Governmental Body, foreign or domestic.


“Lender”
and “Lenders” shall have the meaning ascribed to such term in the preamble to this Agreement and shall include
each Person which becomes a transferee, successor or assign of any Lender. For the purpose of provision of this Agreement or any
Other Document which provides for the granting of a security interest or other Lien to the Agent for the benefit of Lenders as
security for the Obligations, “Lenders" shall include any Affiliate of a Lender to which such Obligation (specifically
including any Hedge Liabilities and any Cash Management Liabilities) is owed.


“Lender-Provided
Interest Rate Hedge” shall mean an Interest Rate Hedge which is provided by any Lender and with respect to which such
Lender confirms to Agent in writing prior to the execution thereof that it: (a) is documented in a standard International Swap
Dealers Association, Inc. Master Agreement or another reasonable and customary manner; (b) provides for the method of calculating
the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner; and (c) is entered into for
hedging (rather than speculative) purposes. The liabilities owing to the provider of any Lender-Provided Interest Rate Hedge (the
“Interest Rate Hedge Liabilities”) by any Borrower, Guarantor, or any of their respective Subsidiaries that is party
to such Lender-Provided Interest Rate Hedge shall, for purposes of this Agreement and all Other Documents be “Obligations”
of such Person and of each other Borrower and Guarantor, be guaranteed obligations under any Guaranty and secured obligations under
any Guarantor Security Agreement, as applicable, and otherwise treated as Obligations for purposes of the Other Documents, except
to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Hedge Liabilities shall be pari passu
with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of
Section 11.5 hereof.


“Letter of Credit
Application” shall have the meaning set forth in Section 2.12(a) hereof.


“Letter of Credit
Borrowing” shall have the meaning set forth in Section 2.14(d) hereof.


“Letter of Credit
Fees” shall have the meaning set forth in Section 3.2 hereof


“Letter of Credit
Sublimit” shall mean $250,000.


“Letters of Credit”
shall have the meaning set forth in Section 2.11 hereof.


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“LIBOR Alternate
Source” shall have the meaning set forth in the definition of LIBOR Rate.


“LIBOR Rate”
shall mean for any LIBOR Rate Loan for the then current Interest Period relating thereto, the interest rate per annum determined
by Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (a) the rate
which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which U.S. dollar
deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected
by Agent as an authorized information vendor for the purpose of displaying rates at which U.S. dollar deposits are offered by leading
banks in the London interbank deposit market (a “LIBOR Alternate Source”), at approximately 11:00 a.m., London time,
two (2) Business Days prior to the commencement of such Interest Period as the London interbank offered rate for U.S. Dollars for
an amount comparable to such LIBOR Rate Loan and having a borrowing date and a maturity comparable to such Interest Period (or
if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any LIBOR Alternate
Source, a comparable replacement rate determined by Agent at such time (which determination shall be conclusive absent manifest
error)), by (b) a number equal to 1.00 minus the Reserve Percentage.


The LIBOR Rate shall be
adjusted with respect to any LIBOR Rate Loan that is outstanding on the effective date of any change in the Reserve Percentage
as of such effective date. Agent shall give reasonably prompt notice to the Borrowing Agent of the LIBOR Rate as determined or
adjusted in accordance herewith, which determination shall be conclusive absent manifest error.


“LIBOR Rate Loan”
shall mean any Advance that bears interest based on the LIBOR Rate.


“License Agreement”
shall mean any agreement between any Borrower and a Licensor pursuant to which such Borrower is authorized to use any Intellectual
Property in connection with the manufacturing, marketing, sale or other distribution of any Inventory of such Borrower or otherwise
in connection with such Borrower’s business operations.


“Licensor”
shall mean any Person from whom any Borrower obtains the right to use (whether on an exclusive or non-exclusive basis) any Intellectual
Property in connection with such Borrower’s manufacture, marketing, sale or other distribution of any Inventory or otherwise
in connection with such Borrower’s business operations.


“Licensor/Agent
Agreement” shall mean an agreement between Agent and a Licensor, in form and substance satisfactory to Agent, by which
Agent is given the unqualified right, vis-á-vis such Licensor, to enforce Agent’s Liens with respect to and to dispose
of any Borrower’s Inventory with the benefit of any Intellectual Property applicable thereto, irrespective of such Borrower’s
default under any License Agreement with such Licensor.


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“Lien”
shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise),
Charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted
in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any
lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing
statement under the Uniform Commercial Code or comparable law of any jurisdiction.


“Lien Waiver Agreement”
shall mean an agreement which is executed in favor of Agent by a Person who owns or occupies premises at which any Collateral may
be located from time to time in form and substance satisfactory to Agent.


“Material Adverse
Effect” shall mean a material adverse effect on (a) the condition (financial or otherwise), results of operations,
assets, business, properties or prospects of Borrowers on a Consolidated Basis, (b) the ability of Borrowers on a Consolidated
Basis to duly and punctually pay or perform the Obligations in accordance with the terms thereof, (c) the value of the Collateral,
or Agent’s Liens on the Collateral or the priority of any such Lien or (d) the practical realization of the benefits
of Agent’s and each Lender’s rights and remedies under this Agreement and the Other Documents.


“Material Contract”
shall mean any contract, agreement, instrument, permit, lease or license, written or oral, of any Borrower, which is material to
any Borrower’s business or which the failure to comply with could reasonably be expected to result in a Material Adverse
Effect.


“Maximum Revolving
Advance Amount” shall mean $30,000,000 plus any increases in accordance with Section 2.24.


“Maximum Undrawn
Amount” shall mean, with respect to any outstanding Letter of Credit as of any date, the amount of such Letter of Credit
that is or may become available to be drawn, including all automatic increases provided for in such Letter of Credit, whether or
not any such automatic increase has become effective.


“Modified Commitment
Transfer Supplement” shall have the meaning set forth in Section 16.3(d) hereof.


“Multiemployer
Plan” shall mean a “multiemployer plan” as defined in Sections 3(37) or 4001(a)(3) of ERISA to which contributions
are required or, within the preceding five plan years, were required by any Borrower or any member of the Controlled Group.


“Multiple Employer
Plan” shall mean a Plan which has two or more contributing sponsors (including any Borrower or any member of the Controlled
Group) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.


“Negotiable Document”
shall mean a Document that is “negotiable” within the meaning of Article 7 of the Uniform Commercial Code.


“Net Invoice Cost”
shall mean, with respect to equipment, the net invoice cost of such equipment (excluding taxes, shipping, delivery, handling, installation,
overhead and other so called “soft” costs).


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“New Lender”
shall have the meaning set forth in Section 2.24(a) hereof.


“Non-Defaulting
Lender” shall mean, at any time, any Lender holding a Revolving Commitment that is not a Defaulting Lender at such time.


“Non-Qualifying
Party” shall mean any Borrower or any Guarantor that on the Eligibility Date fails for any reason to qualify as an Eligible
Contract Participant.


“Note”
shall mean the Revolving Credit Note.


“Obligations”
shall mean and include any and all loans (including without limitation, all Advances), advances, debts, liabilities, obligations
(including without limitation all reimbursement obligations and cash collateralization obligations with respect to Letters of Credit
issued hereunder), covenants and duties owing by any Borrower or Guarantor or any Subsidiary of any Borrower or any Guarantor to
Issuer, Lenders or Agent (or to any other direct or indirect subsidiary or affiliate of Issuer, any Lender or Agent) of any kind
or nature, present or future (including any interest or other amounts accruing thereon, any fees accruing under or in connection
therewith, any costs and expenses of any Person payable by any Borrower and any indemnification obligations payable by any Borrower
arising or payable after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization
or like proceeding relating to any Borrower, whether or not a claim for post-filing or post-petition interest, fees or other amounts
is allowable or allowed in such proceeding), whether or not for the payment of money, whether arising by reason of an extension
of credit, opening or issuance of a letter of credit, loan, equipment lease, establishment of any commercial card or similar facility
or guarantee, under any interest or currency swap, future, option or other similar agreement, or in any other manner, whether arising
out of overdrafts or deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise)
or out of Agent’s or any Lender’s non-receipt of or inability to collect funds or otherwise not being made whole in
connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by
assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising,
contractual or tortious, liquidated or unliquidated, regardless of how such indebtedness or liabilities arise or by what agreement
or instrument they may be evidenced or whether evidenced by any agreement or instrument, including but not limited to, (i) this
Agreement, the Other Documents and any amendments, extensions, renewals or increases thereto, including all costs and expenses
of Agent, Issuer, and any Lender incurred in the documentation, negotiation, modification, enforcement, collection or otherwise
in connection with any of the foregoing, including but not limited to reasonable attorneys’ fees and expenses and all obligations
of any Borrower to Agent, Issuer, or Lenders to perform acts or refrain from taking any action, (ii) all Hedge Liabilities and
(iii) all Cash Management Liabilities. Notwithstanding anything to the contrary contained in the foregoing, the Obligations shall
not include any Excluded Hedge Liabilities.


“Ordinary Course
of Business” shall mean, with respect to any Borrower, the ordinary course of such Borrower’s business as conducted
on the Amendment Effective Date and reasonable extensions thereof.


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“Organizational
Documents” shall mean, with respect to any Person, any charter, articles or certificate of incorporation, certificate
of organization, registration or formation, certificate of partnership or limited partnership, bylaws, operating agreement, limited
liability company agreement, or partnership agreement of such Person and any and all other applicable documents relating to such
Person’s formation, organization or entity governance matters (including any shareholders’ or equity holders’
agreement or voting trust agreement) and specifically includes, without limitation, any certificates of designation for preferred
stock or other forms of preferred equity.


“Other Documents”
shall mean the Note, the Perfection Certificates, the Fee Letter, any Guaranty, any Guarantor Security Agreement, any Pledge Agreement,
any Lender-Provided Interest Rate Hedge, and any and all other agreements, instruments and documents, including intercreditor agreements,
guaranties, pledges, powers of attorney, consents, interest or currency swap agreements, futures, options or other similar agreements
and all other writings heretofore, now or hereafter executed by any Borrower or any Guarantor and/or delivered to Agent or any
Lender in respect of the transactions contemplated by this Agreement, in each case together with all extensions, renewals, amendments,
supplements, modifications, substitutions and replacements thereto and thereof.


“Other Taxes”
shall mean all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or under any Other Document or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any Other Document.


“Out-of-Formula
Loans” shall have the meaning set forth in Section 16.2(e) hereof.


“Overadvance Threshold
Amount” shall have the meaning set forth in Section 16.2(e) hereof.


“Parent”
of any Person shall mean a corporation or other entity owning, directly or indirectly, 50% or more of the Equity Interests issued
by such Person having ordinary voting power to elect a majority of the directors of such Person, or other Persons performing similar
functions for any such Person.


“Participant”
shall mean each Person who shall be granted the right by any Lender to participate in any of the Advances and who shall have entered
into a participation agreement in form and substance satisfactory to such Lender.


“Participation
Advance” shall have the meaning set forth in Section 2.14(d) hereof.


“Participation
Commitment” shall mean the obligation hereunder of each Lender holding a Revolving Commitment to buy a participation
equal to its Revolving Commitment Percentage (subject to any reallocation pursuant to Section 2.22(b)(iii) hereof) in the Letters
of Credit issued hereunder as provided for in Section 2.14(a) hereof.


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“Payment Office”
shall mean initially Two Tower Center Boulevard, East Brunswick, New Jersey 08816; thereafter, such other office of Agent, if any,
which it may designate by notice to Borrowing Agent and to each Lender to be the Payment Office.


“PBGC”
shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.


“Pension Benefit
Plan” shall mean at any time any “employee pension benefit plan” as defined in Section 3(2) of ERISA (including
a Multiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding
standards under Sections 412, 430 or 436 of the Code and either (i) is maintained or to which contributions are required by Borrower
or any member of the Controlled Group or (ii) has at any time within the preceding five years been maintained or to which contributions
have been required by a Borrower or any entity which was at such time a member of the Controlled Group.


“Perfection Certificates”
shall mean, collectively, the information questionnaires and the responses thereto provided by each Borrower and delivered to Agent.


“Permitted Discretion”
means a determination made in good faith and in the exercise (from the perspective of a secured asset-based lender) of commercially
reasonable business judgment.


“Permitted Dividends”
shall mean so long as: (a) a notice of termination with regard to this Agreement shall not be outstanding; (b) no Event of Default
or Default shall have occurred or would occur after giving pro forma effect to such dividends; and (c) the purpose for such dividend
shall be as set forth in writing to Agent at least ten (10) days prior to the making of such dividend and such dividend shall in
fact be used for such purpose, Borrowers shall be permitted to pay dividends (i) to its shareholders in accordance with the provisions
of each Borrower’s Organizational Documents as in effect on the Amendment Effective Date.


“Permitted Encumbrances”
shall mean: (a) Liens in favor of Agent for the benefit of Agent and Lenders, including without limitation, Liens securing Hedge
Liabilities and Cash Management Products and Services; (b) Liens for taxes, assessments or other governmental charges not delinquent
or being Properly Contested; (c) deposits or pledges to secure obligations under worker’s compensation, social security or
similar laws, or under unemployment insurance; (d) deposits or pledges to secure bids, tenders, contracts (other than contracts
for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising
in the Ordinary Course of Business; (e) Liens arising by virtue of the rendition, entry or issuance against any Borrower or any
Subsidiary, or any property of any Borrower or any Subsidiary, of any judgment, writ, order, or decree to the extent the rendition,
entry, issuance or continued existence of such judgment, writ, order or decree (or any event or circumstance relating thereto)
has not resulted in the occurrence of an Event of Default under Section 10.6 hereof; (f) carriers’, repairmens’, mechanics’,
workers’, materialmen’s or other like Liens arising in the Ordinary Course of Business with respect to obligations
which are not due or which are being Properly Contested; (g) Liens placed upon fixed assets hereafter acquired to secure a portion
of the purchase price thereof, provided that (I) any such lien shall not encumber any other property of any Borrower and (II) [Reserved];
(h) other Liens incidental to the conduct of any Borrower’s business or the ownership of its property and assets which
were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate
materially detract from Agent’s or Lenders’ rights in and to the Collateral or the value of any Borrower’s property
or assets or which do not materially impair the use thereof in the operation of any Borrower’s business; and (j) Liens disclosed
on Schedule 1.2; provided that such Liens shall secure only those obligations which they secure on the Amendment
Effective Date (and extensions, renewals and refinancing of such obligations permitted by Section 7.8 hereof) and shall not subsequently
apply to any other property or assets of any Borrower other than the property and assets to which they apply as of the Amendment
Effective Date.


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“Permitted Indebtedness”
shall mean: (a) the Obligations; (b) Indebtedness incurred for Capital Expenditures; (c) any guarantees of Indebtedness permitted
under Section 7.3 hereof; (d) any Indebtedness listed on Schedule 5.8(b)(ii) hereof; (e) Interest Rate Hedges that are entered
into by Borrowers to hedge their risks with respect to outstanding Indebtedness of Borrowers and not for speculative or investment
purposes; and (f) intercompany Indebtedness owing from one or more Borrowers to any other one or more Borrowers in accordance with
clause (c) of the definition of Permitted Loans.


“Permitted Investments”
shall mean investments in: (a) obligations issued or guaranteed by the United States of America or any agency thereof; (b) commercial
paper with maturities of not more than 180 days and a published rating of not less than A-1 or P-1 (or the equivalent rating);
(c) certificates of time deposit and bankers’ acceptances having maturities of not more than 180 days and repurchase agreements
backed by United States government securities of a commercial bank if (i) such bank has a combined capital and surplus of at least
$500,000,000, or (ii) its debt obligations, or those of a holding company of which it is a Subsidiary, are rated not less than
A (or the equivalent rating) by a nationally recognized investment rating agency; (d) U.S. money market funds that invest solely
in obligations issued or guaranteed by the United States of America or an agency thereof; and (e) Permitted Loans.


“Permitted Loans”
shall mean: (a) the extension of trade credit by a Borrower to its Customer(s), in the Ordinary Course of Business in connection
with a sale of Inventory or rendition of services, in each case on open account terms; (b) loans to employees in the Ordinary Course
of Business not to exceed as to all such loans the aggregate amount of $250,000 at any time outstanding; and (c) intercompany loans
between and among Borrowers, so long as, at the request of Agent, each such intercompany loan is evidenced by a promissory note
(including, if applicable, any master intercompany note executed by Borrowers) on terms and conditions (including terms subordinating
payment of the indebtedness evidenced by such note to the prior payment in full of all Obligations) acceptable to Agent in its
sole discretion that has been delivered to Agent either endorsed in blank or together with an undated instrument of transfer executed
in blank by the applicable Borrower(s) that are the payee(s) on such note, and other Indebtedness in form and substance acceptable
to Agent in its sole discretion.


“Person”
shall mean any individual, sole proprietorship, partnership, corporation, business trust, joint stock company, trust, unincorporated
organization, association, limited liability company, limited liability partnership, institution, public benefit corporation, joint
venture, entity or Governmental Body (whether federal, state, county, city, municipal or otherwise, including any instrumentality,
division, agency, body or department thereof).


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“Plan”
shall mean any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Benefit Plan and a Multiemployer
Plan, as defined herein) maintained by any Borrower or any member of the Controlled Group or to which any Borrower or any member
of the Controlled Group is required to contribute.


“Pledge Agreement”
shall mean that certain Pledge Agreement executed by Borrowers in favor of Agent dated as of November 2, 2012, as amended, and
any other pledge agreements executed subsequent to the Amendment Effective Date by any other Person to secure the Obligations.


“PNC”
shall have the meaning set forth in the preamble to this Agreement and shall extend to all of its successors and assigns.


“Properly Contested”
shall mean, in the case of any Indebtedness, Lien or Taxes, as applicable, of any Person that are not paid as and when due or payable
by reason of such Person’s bona fide dispute concerning its liability to pay the same or concerning the amount thereof: (a)
such Indebtedness, Lien or Taxes, as applicable, are being properly contested in good faith by appropriate proceedings promptly
instituted and diligently conducted; (b) such Person has established appropriate reserves as shall be required in conformity with
GAAP; (c) the non-payment of such Indebtedness or Taxes will not have a Material Adverse Effect or will not result in the forfeiture
of any assets of such Person; (d) no Lien is imposed upon any of such Person’s assets with respect to such Indebtedness or
taxes unless such Lien (x) does not attach to any Receivables or Inventory, (y) is at all times junior and subordinate in priority
to the Liens in favor of the Agent (except only with respect to property Taxes that have priority as a matter of applicable state
law) and, (z) enforcement of such Lien is stayed during the period prior to the final resolution or disposition of such dispute;
and (e) if such Indebtedness or Lien, as applicable, results from, or is determined by the entry, rendition or issuance against
a Person or any of its assets of a judgment, writ, order or decree, enforcement of such judgment, writ, order or decree is stayed
pending a timely appeal or other judicial review.


“Protective Advances”
shall have the meaning set forth in Section 16.2(f) hereof.


“Published Rate”
shall mean the rate of interest published each Business Day in the Wall Street Journal “Money Rates” listing under
the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any
reason, then the Published Rate shall be the LIBOR Rate for a one month period as published in another publication selected by
the Agent).


“Purchasing CLO”
shall have the meaning set forth in Section 16.3(d) hereof.


“Purchasing Lender”
shall have the meaning set forth in Section 16.3(c) hereof.


“Qualified ECP
Loan Party” shall mean each Borrower or Guarantor that on the Eligibility Date is (a) a corporation, partnership, proprietorship,
organization, trust, or other entity other than a “commodity pool” as defined in Section 1a(10) of the CEA and CFTC
regulations thereunder that has total assets exceeding $10,000,000 or (b) an Eligible Contract Participant that can cause another
person to qualify as an Eligible Contract Participant on the Eligibility Date under Section 1a(18)(A)(v)(II) of the CEA by entering
into or otherwise providing a “letter of credit or keepwell, support, or other agreement” for purposes of Section 1a(18)(A)(v)(II)
of the CEA.


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“RCRA”
shall mean the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as same may be amended from time to
time.


“Real Property”
shall mean any real property or any improvements thereto owned or leased by any Borrower.


“Receivables”
shall mean and include, as to each Borrower, all of such Borrower’s accounts (as defined in Article 9 of the Uniform Commercial
Code) and all of such Borrower’s contract rights, instruments (including those evidencing indebtedness owed to such Borrower
by its Affiliates), documents, chattel paper (including electronic chattel paper), general intangibles relating to accounts, contract
rights, instruments, documents and chattel paper, and drafts and acceptances, credit card receivables and all other forms of obligations
owing to such Borrower arising out of or in connection with the sale or lease of Inventory or the rendition of services, all supporting
obligations, guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether
or not specifically sold or assigned to Agent hereunder.


“Receivables Advance
Rate” shall have the meaning set forth in Section 2.1(a)(y)(i) hereof.


“Register”
shall have the meaning set forth in Section 16.3(e) hereof.


“Reimbursement
Obligation” shall have the meaning set forth in Section 2.14(b) hereof.


“Release”
shall have the meaning set forth in Section 5.7(c)(i) hereof.


“Reportable Compliance
Event” shall mean that any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint
or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law or any predicate crime
to any Anti-Terrorism Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect
of its operations is in actual or probable violation of any Anti-Terrorism Law.


“Reportable ERISA
Event” shall mean a reportable event described in Section 4043(c) of ERISA or the regulations promulgated thereunder.


“Required Lenders”
shall mean Lenders holding at least fifty-one percent (51%) of the Advances and, if no Advances are outstanding, shall mean Lenders
holding at least fifty-one percent (51%) of the Commitment Percentages; provided, however, if there are fewer than three (3) Lenders,
Required Lenders shall mean all Lenders.


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“Reserve Percentage”
shall mean as of any day the maximum effective percentage in effect on such day as prescribed by the Board of Governors of the
Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency
reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”.


“Revolving Advances”
shall mean Advances other than Letters of Credit.


“Revolving Commitment”
shall mean, as to any Lender, the obligation of such Lender (if applicable), to make Revolving Advances and Letters of Credit,
in an aggregate principal and/or face amount not to exceed the Revolving Commitment Amount (if any) of such Lender.


“Revolving Commitment
Amount” shall mean, (i) as to any Lender other than a New Lender, the Revolving Commitment amount (if any) set forth
below such Lender’s name on the signature page hereto (or, in the case of any Lender that became party to this Agreement
after the Amendment Effective Date pursuant to Section 16.3(c) or (d) hereof, the Revolving Commitment amount (if any) of such
Lender as set forth in the applicable Commitment Transfer Supplement), and (ii) as to any Lender that is a New Lender, the Revolving
Commitment amount provided for in the joinder signed by such New Lender under Section 2.24(a)(x), in each case as the same may
be adjusted upon any increase by such Lender pursuant to Section 2.24 hereof, or any assignment by or to such Lender pursuant to
Section 16.3(c) or (d) hereof.


“Revolving Commitment
Percentage” shall mean, i) as to any Lender other than a New Lender, the Revolving Commitment Percentage (if any)
set forth below such Lender’s name on the signature page hereof (or, in the case of any Lender that became party to this
Agreement after the Amendment Effective Date pursuant to Section 16.3(c) or (d) hereof, the Revolving Commitment Percentage (if
any) of such Lender as set forth in the applicable Commitment Transfer Supplement), and (ii) as to any Lender that is a New Lender,
the Revolving Commitment Percentage provided for in the joinder signed by such New Lender under Section 2.24(a)(ix), in each case
as the same may be adjusted upon any increase in the Maximum Revolving Advance Amount pursuant to Section 2.24 hereof, or any assignment
by or to such Lender pursuant to Section 16.3(c) or (d) hereof.


“Revolving Credit
Note” shall mean the promissory note referred to in Section 2.1(a) hereof.


“Revolving Interest
Rate” shall mean (a) with respect to Revolving Advances that are Domestic Rate Loans, an interest rate per annum equal
to the sum of the Applicable Margin plus the Alternate Base Rate and (b) with respect to LIBOR Rate Loans, the sum of the Applicable
Margin plus the LIBOR Rate.


“Sanctioned Country”
shall mean a country subject to a sanctions program maintained under any Anti-Terrorism Law.


“Sanctioned Person”
shall mean any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited,
sanctioned or debarred person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but not
limited to the blocking of property or rejection of transactions), under any Anti-Terrorism Law.


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“SEC”
shall mean the Securities and Exchange Commission or any successor thereto.


“Secured Parties”
shall mean, collectively, Agent, Issuer and Lenders, together with any Affiliates of Agent or any Lender to whom any Hedge Liabilities
or Cash Management Liabilities are owed and with each other holder of any of the Obligations, and the respective successors and
assigns of each of them.


“Securities Act”
shall mean the Securities Act of 1933, as amended.


“Senior Debt Payments”
shall mean and include all cash actually expended by any Borrower to make (a) interest payments on any Advances hereunder, plus
(b) payments for all fees, commissions and charges set forth herein and with respect to any Advances, plus (c) capitalized lease
payments, plus (d) payments with respect to any other Indebtedness for borrowed money.


“Settlement”
shall have the meaning set forth in Section 2.6(d) hereof.


“Settlement Date”
shall have the meaning set forth in Section 2.6(d) hereof.


“Subsidiary”
shall mean of any Person a corporation or other entity of whose Equity Interests having ordinary voting power (other than Equity
Interests having such power only by reason of the happening of a contingency) to elect a majority of the directors of such corporation,
or other Persons performing similar functions for such entity, are owned, directly or indirectly, by such Person.


“Subsidiary Stock”
shall mean (a) with respect to the Equity Interests issued to a Borrower by any Subsidiary (other than a Foreign Subsidiary), 100%
of such issued and outstanding Equity Interests, and (b) with respect to any Equity Interests issued to a Borrower by any Foreign
Subsidiary (i) 100% of such issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section
1.956(c)(2)) and (ii) 66% (or such greater percentage that, due to a change in an Applicable Law after the date hereof, (x) could
not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal
income tax purposes to be treated as a deemed dividend to such Borrower and (y) could not reasonably be expected to cause any material
adverse tax consequences) of such issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section
1.956 2(c)(2)).


“Swap”
shall mean any “swap” as defined in Section 1a(47) of the CEA and regulations thereunder other than (a) a swap entered
into on, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (b) a commodity
option entered into pursuant to CFTC Regulation 32.3(a).


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“Swap Obligation”
means any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap which is also a Lender-Provided
Interest Rate Hedge, or a Lender-Provided Foreign Currency Hedge.


“Taxes”
shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed
by any Governmental Body, including any interest, additions to tax or penalties applicable thereto.


“Term”
shall have the meaning set forth in Section 13.1 hereof.


“Termination Event”
shall mean: (a) a Reportable ERISA Event with respect to any Plan; (b) the withdrawal of any Borrower or any member of the Controlled
Group from a Plan during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2)
of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the providing of
notice of intent to terminate a Plan in a distress termination described in Section 4041(c) of ERISA; (d) the commencement of proceedings
by the PBGC to terminate a Plan; (e) any event or condition (a) which might constitute grounds under Section 4042 of ERISA for
the termination of, or the appointment of a trustee to administer, any Plan, or (b) that may result in termination of a Multiemployer
Plan pursuant to Section 4041A of ERISA; (f) the partial or complete withdrawal within the meaning of Section 4203 or 4205 of ERISA,
of any Borrower or any member of the Controlled Group from a Multiemployer Plan; (g) notice that a Multiemployer Plan is subject
to Section 4245 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but
not diligent, upon any Borrower or any member of the Controlled Group.


“Toxic Substance”
shall mean and include any material present on the Real Property (including the Leasehold Interests), exposure to which has been
shown to have significant adverse effect on human health or which is subject to regulation under the Toxic Substances Control Act
(TSCA), 15 U.S.C. §§ 2601 et seq., applicable state law, or any other applicable Federal or state laws now in force or
hereafter enacted relating to toxic substances. “Toxic Substance” includes but is not limited to asbestos, polychlorinated
biphenyls (PCBs) and lead-based paints.


“Transferee”
shall have the meaning set forth in Section 16.3(d) hereof. 


“Undrawn Availability”
at a particular date shall mean an amount equal to (a) the lesser of (i) the Formula Amount or (ii) the Maximum Revolving Advance
Amount minus the Maximum Undrawn Amount of all outstanding Letters of Credit, minus (b) the sum of (i) the outstanding
amount of Advances plus (ii) all amounts due and owing to any Borrower’s trade creditors which are outstanding beyond
normal trade terms.


“Unfunded Capital
Expenditures” shall mean, as to any Borrower, without duplication, a Capital Expenditure funded (a) from such Borrower’s
internally generated cash flow or (b) with the proceeds of a Revolving Advance except for those Revolving Advances designated by
Borrower for purchase of Eligible New Equipment.


“Uniform Commercial
Code” shall have the meaning set forth in Section 1.3 hereof.


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“USA PATRIOT Act”
shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.


1.3           
Uniform Commercial Code Terms. All terms used herein and defined in the Uniform Commercial Code as adopted
in the State of New York from time to time (the “Uniform Commercial Code”) shall have the meaning given therein unless
otherwise defined herein. Without limiting the foregoing, the terms “accounts,” “chattel paper” (and “electronic
chattel paper” and “tangible chattel paper”), “commercial tort claims,” “deposit accounts,”
“documents,” “equipment,” “financial asset,” “fixtures,” “general intangibles,”
“goods,” “instruments,” “inventory,” “investment property,” “letter-of-credit
rights,” “payment intangibles,” “proceeds,” “promissory note” “securities,”
“software” and “supporting obligations” as and when used in the description of Collateral shall have the
meanings given to such terms in Articles 8 or 9 of the Uniform Commercial Code. To the extent the definition of any category or
type of collateral is expanded by any amendment, modification or revision to the Uniform Commercial Code, such expanded definition
will apply automatically as of the date of such amendment, modification or revision.


1.4           
Certain Matters of Construction. The terms “herein,” “hereof” and “hereunder”
and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision.
All references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and
Exhibits and Schedules to, this Agreement. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context,
terms used herein in the singular also include the plural and vice versa. All references to statutes and related regulations shall
include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments
or agreements to which Agent is a party, including references to any of the Other Documents, shall include any and all modifications,
supplements or amendments thereto, any and all restatements or replacements thereof and any and all extensions or renewals thereof.
All references herein to the time of day shall mean the time in New York, New York. Whenever the words “including”
or “include” shall be used, such words shall be understood to mean “including, without limitation” or “include,
without limitation”. A Default or an Event of Default shall be deemed to exist at all times during the period commencing
on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing
pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement;
and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived
in writing by Required Lenders. Any Lien referred to in this Agreement or any of the Other Documents as having been created in
favor of Agent, any agreement entered into by Agent pursuant to this Agreement or any of the Other Documents, any payment made
by or to or funds received by Agent pursuant to or as contemplated by this Agreement or any of the Other Documents, or any act
taken or omitted to be taken by Agent, shall, unless otherwise expressly provided, be created, entered into, made or received,
or taken or omitted, for the benefit or account of Agent and Lenders. Wherever the phrase “to the best of Borrowers’
knowledge” or words of similar import relating to the knowledge or the awareness of any Borrower are used in this Agreement
or Other Documents, such phrase shall mean and refer to (i) the actual knowledge of an officer of any Borrower or (ii) the knowledge
that an officer would have obtained if he/she had engaged in a good faith and diligent performance of his/her duties, including
the making of such reasonably specific inquiries as may be necessary of the employees or agents of such Borrower and a good faith
attempt to ascertain the existence or accuracy of the matter to which such phrase relates. All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would
be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of a default
if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent
effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation
or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a
breach of a representation or warranty hereunder.


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II.              
ADVANCES, PAYMENTS.


2.1           
Revolving Advances.


(a)            
Amount of Revolving Advances. Subject to the terms and conditions set forth in this Agreement including Section
2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrowers in aggregate amounts outstanding at any
time equal to such Lender’s Commitment Percentage of the lesser of:


(x) an amount
equal to:


(i) the Maximum Revolving
Advance Amount, minus


(ii) the aggregate Maximum
Undrawn Amount of all outstanding Letters of Credit, minus


(iii) such reserves
as Agent may reasonably deem proper and necessary from time to time;


or


(y) an amount
equal to:


(i)             
up to 85%, subject to the provisions of Section 2.1(b) hereof (the “Advance Rate”), of Eligible
Receivables, plus


(ii)           
up to 85%, subject to the provisions of Section 2.1(b) hereof, the appraised net orderly liquidation value of Eligible
Existing Equipment, as evidenced by an equipment appraisal satisfactory to Agent in its Permitted Discretion, (the “Eligible
Existing Equipment Advance Rate”); provided that the Eligible Existing Equipment Advance Rate shall decrease by
0.5% per month commencing on the first day of the month immediately following the date on which Agent receives an equipment appraisal
until such time as Agent receives an updated equipment appraisal, at which point the Eligible Existing Equipment Advance Rate shall
re-set to 85% and continue to be subject to the 0.5% per month reductions described above; plus


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(iii)         
up to 90%, subject to the provisions of Section 2.1(b) hereof, of (1) the Net Invoice Cost of Eligible New Equipment
consisting of new equipment purchased by Borrowers or (2) the manufacturing cost to Borrowers of Eligible New Equipment consisting
of equipment newly fabricated by Borrowers, as applicable (the “Eligible New Equipment Advance Rate”); provided
that the applicable Borrower shall have provided to Agent (a) a copy of the invoice relating to any new purchased equipment or
a statement of the manufacturing costs to the applicable Borrower of any newly fabricated equipment, as applicable, (b) evidence
that any purchased equipment has been shipped to the applicable Borrower and that any newly fabricated equipment is operational
and located at a facility of the applicable Borrower or has been placed into service at a job site of the applicable Borrower,
and (c) such other documentation and evidence that Agent may request in its Permitted Discretion; plus


(iv)         
the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus


(v)           
such reserves as Agent may reasonably deem proper and necessary from time to time.


The amount derived from
(x) Section 2.1(a)(y)(i) plus Section 2.1(a)(y)(ii) Section 2.1(a)(y)(iii) minus (y) Sections 2.1(a)(y)(iv)
and (v) at any time and from time to time shall be referred to as the “Formula Amount.” The Revolving Advances
shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially
in the form attached hereto as Exhibit 2.1(a).


(b)           
Discretionary Rights. The Advance Rate may be increased or decreased by Agent at any time and from time to
time in the exercise of its Permitted Discretion. Each Borrower consents to any such increases or decreases and acknowledges that
decreasing the Advance Rate or increasing or imposing reserves may limit or restrict Advances requested by Borrowing Agent. Agent
shall give Borrowing Agent not less than five (5) Business Days prior written notice of its intention to decrease the Advance Rate.
The rights of Agent under this subsection are subject to the provisions of Section 16.2(b).


2.2           
Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All Advances.


(a)            
Borrowing Agent on behalf of any Borrower may notify Agent prior to 1:00 p.m. Eastern Time on a Business Day of a
Borrower’s request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest
hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any
other Obligation under this Agreement, become due, same shall be deemed a request for a Revolving Advance maintained as a Domestic
Rate Loan as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation, and
such request shall be irrevocable.


(b)           
Notwithstanding the provisions of subsection (a) above, in the event any Borrower desires to obtain a LIBOR Rate
Loan for any Advance, Borrowing Agent shall give Agent written notice by no later than 1:00 p.m. Eastern Time on the day which
is three (3) Business Days prior to the date such LIBOR Rate Loan is to be borrowed, specifying (i) the date of the proposed borrowing
(which shall be a Business Day), (ii) the type of borrowing and the amount of such Advance to be borrowed, which amount shall be
in a minimum amount of $500,000 and in integral multiples of $100,000 thereafter, and (iii) the duration of the first Interest
Period therefor. Interest Periods for LIBOR Rate Loans shall be for one, two or three months; provided that, if an Interest
Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in
the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No LIBOR Rate
Loan shall be made available to any Borrower during the continuance of a Default or an Event of Default. After giving effect to
each requested LIBOR Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(e), there shall
not be outstanding more than seven (7) LIBOR Rate Loans, in the aggregate.


(c)            
Each Interest Period of a LIBOR Rate Loan shall commence on the date such LIBOR Rate Loan is made and shall end on
such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above, provided that the exact length of each Interest
Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest
Period shall end after the last day of the Term.


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(d)           
Borrowing Agent shall elect the initial Interest Period applicable to a LIBOR Rate Loan by its notice of borrowing
given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e), as the case
may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent
of such duration not later than 1:00 p.m. Eastern Time on the day which is three (3) Business Days prior to the last day of the
then current Interest Period applicable to such LIBOR Rate Loan. If Agent does not receive timely notice of the Interest Period
elected by Borrowing Agent, Borrowing Agent shall be deemed to have elected to convert such LIBOR Rate Loan to a Domestic Rate
Loan subject to Section 2.2(e) below.


(e)            
Provided that no Default or Event of Default shall have occurred and be continuing, Borrowing Agent may, on the last
Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan, or on any Business Day with respect
to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that
any conversion of a LIBOR Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable
to such LIBOR Rate Loan. If Borrowing Agent desires to convert a loan, Borrowing Agent shall give Agent written notice by no later
than 1:00 p.m. (i) on the day which is three (3) Business Days prior to the date on which such conversion is to occur with respect
to a conversion from a Domestic Rate Loan to a LIBOR Rate Loan, or (ii) on the day which is one (1) Business Day prior to the date
on which such conversion is to occur (which date shall be the last Business Day of the Interest Period for the applicable LIBOR
Rate Loan) with respect to a conversion from a LIBOR Rate Loan to a Domestic Rate Loan, specifying, in each case, the date of such
conversion, the loans to be converted and if the conversion is to a LIBOR Rate Loan, the duration of the first Interest Period
therefor.


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(f)            
At its option and upon written notice given prior to 1:00 p.m. Eastern Time at least three (3) Business Days prior
to the date of such prepayment, any Borrower may, subject to Section 2.2(g) hereof, prepay the LIBOR Rate Loans in whole at any
time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower
shall specify the date of prepayment of Advances which are LIBOR Rate Loans and the amount of such prepayment. In the event that
any prepayment of a LIBOR Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest
Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(g) hereof.


(g)           
Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all
losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default
by any Borrower in the payment of the principal of or interest on any LIBOR Rate Loan or failure by any Borrower to complete a
borrowing of, a prepayment of or conversion of or to a LIBOR Rate Loan after notice thereof has been given, including, but not
limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its LIBOR
Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent
or any Lender to Borrowing Agent shall be conclusive absent manifest error.


(h)           
Notwithstanding any other provision hereof, if any Applicable Law, treaty, regulation or directive, or any change
therein or in the interpretation or application thereof, including without limitation any Change in Law, shall make it unlawful
for Lenders or any Lender (for purposes of this subsection (h), the term “Lender” shall include any Lender and the
office or branch where any Lender or any Person controlling such Lender makes or maintains any LIBOR Rate Loans) to make or maintain
its LIBOR Rate Loans, the obligation of Lenders (or such affected Lender) to make LIBOR Rate Loans hereunder shall forthwith be
cancelled and Borrowers shall, if any affected LIBOR Rate Loans are then outstanding, promptly upon request from Agent, either
pay all such affected LIBOR Rate Loans or convert such affected LIBOR Rate Loans into loans of another type. If any such payment
or conversion of any LIBOR Rate Loan is made on a day that is not the last day of the Interest Period applicable to such LIBOR
Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts set forth in clause (g) above. A certificate
as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive
absent manifest error.


2.3           
[Reserved].


2.4           
[Reserved].


2.5           
Disbursement of Advance Proceeds. All Advances shall be disbursed from whichever office or other place Agent
may designate from time to time and, together with any and all other Obligations of Borrowers to Agent or Lenders, shall be charged
to Borrowers’ Account on Agent’s books. The proceeds of each Revolving Advance requested by Borrowing Agent on behalf
of any Borrower or deemed to have been requested by any Borrower under Sections 2.2(a), 2.6(b) or 2.14 hereof shall, (i) to the
extent Lenders make such Revolving Advances in accordance with Section 2.2(a), 2.6(b) or 2.14 hereof, be made available to the
applicable Borrower on the day so requested by way of credit to such Borrower’s operating account at PNC, or such other bank
as Borrowing Agent may designate following notification to Agent, in immediately available federal funds or other immediately available
funds or, (ii) with respect to Revolving Advances deemed to have been requested by any Borrower, be disbursed to Agent to be applied
to the outstanding Obligations giving rise to such deemed request. During the Term, Borrowers may use the Revolving Advances by
borrowing, prepaying and reborrowing, all in accordance with the terms and conditions hereof.


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2.6           
Making and Settlement of Advances.


(a)            
Each borrowing of Revolving Advances shall be advanced according to the applicable Revolving Commitment Percentages
of Lenders holding the Revolving Commitments (subject to any contrary terms of Section 2.22).


(b)           
Promptly after receipt by Agent of a request or a deemed request for a Revolving Advance pursuant to Section 2.2(a),
Agent shall notify Lenders holding the Revolving Commitments of its receipt of such request specifying the information provided
by Borrowing Agent and the apportionment among Lenders of the requested Revolving as determined by Agent in accordance with the
terms hereof. Each Lender shall remit the principal amount of each Revolving Advance to Agent such that Agent is able to, and Agent
shall, to the extent the applicable Lenders have made funds available to it for such purpose and subject to Section 8.2, fund such
Revolving Advance to Borrowers in U.S. Dollars and immediately available funds at the Payment Office prior to the close of business,
on the applicable borrowing date; provided that if any applicable Lender fails to remit such funds to Agent in a timely
manner, Agent may elect in its sole discretion to fund with its own funds the Revolving Advance of such Lender on such borrowing
date, and such Lender shall be subject to the repayment obligation in Section 2.6(c) hereof.


(c)            
Unless Agent shall have been notified by telephone, confirmed in writing, by any Lender holding a Revolving Commitment
that such Lender will not make the amount which would constitute its applicable Revolving Commitment Percentage of the requested
Revolving Advance available to Agent, Agent may (but shall not be obligated to) assume that such Lender has made such amount available
to Agent on such date in accordance with Section 2.6(b) and may, in reliance upon such assumption, make available to Borrowers
a corresponding amount. In such event, if a Lender has not in fact made its applicable Revolving Commitment Percentage of the requested
Revolving Advance available to Agent, then the applicable Lender and Borrowers severally agree to pay to Agent on demand such corresponding
amount with interest thereon, for each day from and including the date such amount is made available to Borrowers through but excluding
the date of payment to Agent, at (i) in the case of a payment to be made by such Lender, the greater of (A) (x) the daily average
Federal Funds Effective Rate (computed on the basis of a year of 360 days) during such period as quoted by Agent, times (y) such
amount or (B) a rate determined by Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case
of a payment to be made by Borrower, the Revolving Interest Rate for Revolving Advances that are Domestic Rate Loans. If such Lender
pays its share of the applicable Revolving Advance to Agent, then the amount so paid shall constitute such Lender’s Revolving
Advance. Any payment by Borrowers shall be without prejudice to any claim Borrowers may have against a Lender holding a Revolving
Commitment that shall have failed to make such payment to Agent. A certificate of Agent submitted to any Lender or Borrower with
respect to any amounts owing under this paragraph (c) shall be conclusive, in the absence of manifest error.


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(d)           
[Reserved].


(e)            
If any Lender or Participant (a “Benefited Lender”) shall at any time receive any payment of all or part
of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by
set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such
other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly
permitted hereunder, such Benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each
such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds
thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such Collateral or proceeds
ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter
recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent
of such recovery, but without interest. Each Borrower consents to the foregoing and agrees, to the extent it may effectively do
so under Applicable Law, that each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of
payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion,
and the obligations owing to each such purchasing Lender in respect of such participation and such purchased portion of any other
Lender’s Advances shall be part of the Obligations secured by the Collateral, and the obligations owing to each such purchasing
Lender in respect of such participation and such purchased portion of any other Lender’s Advances shall be part of the Obligations
secured by the Collateral.


2.7           
Maximum Advances. The aggregate balance of Revolving Advances outstanding at any time shall not exceed the
lesser of (a) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all issued and outstanding
Letters of Credit or (b) the Formula Amount.


2.8           
Manner and Repayment of Advances.


(a)            
The Revolving Advances shall be due and payable in full on the last day of the Term subject to earlier prepayment
as herein provided. Notwithstanding the foregoing, all Advances shall be subject to earlier repayment upon (x) acceleration upon
the occurrence of an Event of Default under this Agreement or (y) termination of this Agreement. Each payment (including each prepayment)
by any Borrower on account of the principal of and interest on the Advances shall be applied, pro rata according to the applicable
Revolving Commitment Percentages of Lenders, to the outstanding Revolving Advances (subject to any contrary provisions of Section
2.22).


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(b)           
Each Borrower recognizes that the amounts evidenced by checks, notes, drafts or any other items of payment relating
to and/or proceeds of Collateral may not be collectible by Agent on the date received by Agent. Agent shall conditionally credit
Borrowers’ Account for each item of payment on the next Business Day after the Business Day on which such item of payment
is received by Agent (and the Business Day on which each such item of payment is so credited shall be referred to, with respect
to such item, as the “Application Date”). Agent is not, however, required to credit Borrowers’ Account for the
amount of any item of payment which is unsatisfactory to Agent and Agent may charge Borrowers’ Account for the amount of
any item of payment which is returned, for any reason whatsoever, to Agent unpaid. Subject to the foregoing, Borrowers agree that
for purposes of computing the interest charges under this Agreement, each item of payment received by Agent shall be deemed applied
by Agent on account of the Obligations on its respective Application Date. Borrowers further agree that there is a monthly float
charge payable to Agent for Agent’s sole benefit, in an amount equal to (y) the face amount of all items of payment received
during the prior month (including items of payment received by Agent as a wire transfer or electronic depository check) multiplied
by (z) the Revolving Interest Rate with respect to Domestic Rate Loans for one (1) Business Day. All proceeds received by Agent
shall be applied to the Obligations in accordance with Section 4.8(h).


(c)            
All payments of principal, interest and other amounts payable hereunder, or under any of the Other Documents shall
be made to Agent at the Payment Office not later than 1:00 p.m. on the due date therefor in Dollars in federal funds or other funds
immediately available to Agent. Agent shall have the right to effectuate payment of any and all Obligations due and owing hereunder
by charging Borrowers’ Account or by making Advances as provided in Section 2.2 hereof.


(d)           
Except as expressly provided herein, all payments (including prepayments) to be made by any Borrower on account of
principal, interest, fees and other amounts payable hereunder shall be made without deduction, setoff or counterclaim and shall
be made to Agent on behalf of Lenders to the Payment Office, in each case on or prior to 1:00 p.m. Eastern Time, in Dollars and
in immediately available funds.


2.9           
Repayment of Excess Advances. If at any time the aggregate balance of outstanding Revolving Advances and/or
Advances taken as a whole exceeds the maximum amount of such type of Advances and/or Advances taken as a whole (as applicable)
permitted hereunder, such excess Advances shall be immediately due and payable without the necessity of any demand, at the Payment
Office, whether or not a Default or an Event of Default has occurred.


2.10        
Statement of Account. Agent shall maintain, in accordance with its customary procedures, a loan account (“Borrowers’
Account”) in the name of Borrowers in which shall be recorded the date and amount of each Advance made by Agent or Lenders
and the date and amount of each payment in respect thereof; provided, however, the failure by Agent to record the date and amount
of any Advance shall not adversely affect Agent or any Lender. Each month, Agent shall send to Borrowing Agent a statement showing
the accounting for the Advances made, payments made or credited in respect thereof, and other transactions between Agent, Lenders
and Borrowers during such month. The monthly statements shall be deemed correct and binding upon Borrowers in the absence of manifest
error and shall constitute an account stated between Lenders and Borrowers unless Agent receives a written statement of Borrowers’
specific exceptions thereto within thirty (30) days after such statement is received by Borrowing Agent. The records of Agent with
respect to Borrowers’ Account shall be conclusive evidence absent manifest error of the amounts of Advances and other charges
thereto and of payments applicable thereto.


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2.11        
Letters of Credit.


(a)            
Subject to the terms and conditions hereof, Issuer shall issue or cause the issuance of standby letters of credit
denominated in Dollars (“Letters of Credit”) for the account of any Borrower except to the extent that the issuance
thereof would then cause the sum of (i) the outstanding Revolving Advances plus (ii) the Maximum Undrawn Amount of all outstanding
Letters of Credit, plus (iii) the Maximum Undrawn Amount of the Letter of Credit to be issued to exceed the lesser of (x) the Maximum
Revolving Advance Amount or (y) the Formula Amount (calculated without giving effect to the deductions provided for in Section
2.1(a)(y)(ii)); provided, further, however, that Issuer will not be required to issue or cause to be issued any Letters of Credit
to the extent that the issuance of such Letters of Credit for the benefit of such Borrower would then cause the sum of (i) the
outstanding Revolving Advances to such Borrower plus (ii) the Maximum Undrawn Amount of all outstanding Letters of Credit issued
or caused to be issued on behalf of such Borrower to exceed the lesser of (x) such Borrower’s Individual Maximum Revolving
Advance Amount or (y) such Borrower’s Individual Formula Amount (calculated without giving effect to the deductions provided
for in clause. The Maximum Undrawn Amount of all outstanding Letters of Credit shall not exceed in the aggregate at any time the
Letter of Credit Sublimit. All disbursements or payments related to Letters of Credit shall be deemed to be Domestic Rate Loans
consisting of Revolving Advances and shall bear interest at the Revolving Interest Rate for Domestic Rate Loans. Letters of Credit
that have not been drawn upon shall not bear interest (but fees shall accrue in respect of outstanding Letters of Credit as provided
in Section 3.2 hereof).


(b)           
Notwithstanding any provision of this Agreement, Issuer shall not be under any obligation to issue any Letter of
Credit if (i) any order, judgment or decree of any Governmental Body or arbitrator shall by its terms purport to enjoin or restrain
Issuer from issuing any Letter of Credit, or any Law applicable to Issuer or any request or directive (whether or not having the
force of law) from any Governmental Body with jurisdiction over Issuer shall prohibit, or request that Issuer refrain from, the
issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon Issuer with respect to the Letter
of Credit any restriction, reserve or capital requirement (for which Issuer is not otherwise compensated hereunder) not in effect
on the date of this Agreement, or shall impose upon Issuer any unreimbursed loss, cost or expense which was not applicable on the
date of this Agreement, and which Issuer in good faith deems material to it, or (ii) the issuance of the Letter of Credit would
violate one or more policies of Issuer applicable to letters of credit generally.


(c)            
Schedule 2.11 hereto sets forth all of the Letters of Credit issued by Issuer under and pursuant to the Existing
Credit Agreement which remain outstanding on the Amendment Effective Date (collectively, the “Existing Letters of Credit”).
Each of the Existing Letters of Credit shall be considered to be outstanding hereunder shall be governed by the terms of this Agreement.


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2.12        
Issuance of Letters of Credit.


(a)            
Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit
by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior
to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”)
completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as
Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice
from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been
satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason.


(b)           
Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts when presented for honor
thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry
date not later than twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last
day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits
as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”)
or the International Standby Practices (International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”),
or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter
of Credit shall be subject to the UCP.


(c)            
Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit
hereunder.


2.13        
Requirements For Issuance of Letters of Credit.


(a)            
Borrowing Agent shall authorize and direct any Issuer to name the applicable Borrower as the “Applicant”
or “Account Party” of each Letter of Credit. If Agent is not the Issuer of any Letter of Credit, Borrowing Agent shall
authorize and direct Issuer to deliver to Agent all instruments, documents, and other writings and property received by Issuer
pursuant to the Letter of Credit and to accept and rely upon Agent’s instructions and agreements with respect to all matters
arising in connection with the Letter of Credit, the application therefor.


(b)           
In connection with all trade Letters of Credit issued or caused to be issued by Issuer under this Agreement, each
Borrower hereby appoints Issuer, or its designee, as its attorney, with full power and authority if an Event of Default shall have
occurred: (i) to sign and/or endorse such Borrower’s name upon any warehouse or other receipts, and acceptances; (ii) to
sign such Borrower’s name on bills of lading; (iii) to clear Inventory through the United States of America Customs Department
(“Customs”) in the name of such Borrower or Issuer or Issuer’s designee, and to sign and deliver to Customs officials
powers of attorney in the name of such Borrower for such purpose; and (iv) to complete in such Borrower’s name or Issuer’s,
or in the name of Issuer’s designee, any order, sale or transaction, obtain the necessary documents in connection therewith,
and collect the proceeds thereof. Neither Agent, Issuer nor their attorneys will be liable for any acts or omissions nor for any
error of judgment or mistakes of fact or law, except for Agent’s, Issuer’s or their respective attorney’s willful
misconduct. This power, being coupled with an interest, is irrevocable as long as any Letters of Credit remain outstanding.


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2.14        
Disbursements, Reimbursement.


(a)            
Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed
to, and hereby irrevocably and unconditionally agrees to, purchase from Issuer a participation in each Letter of Credit and each
drawing thereunder in an amount equal to such Lender’s Revolving Commitment Percentage of the Maximum Undrawn Amount of such
Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively.


(b)           
In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, Issuer
will promptly notify Agent and Borrowing Agent. Regardless of whether Borrowing Agent shall have received such notice, Borrowers
shall reimburse (such obligation to reimburse Issuer shall sometimes be referred to as a “Reimbursement Obligation”)
Issuer prior to 12:00 Noon Eastern Time, on each date that an amount is paid by Issuer under any Letter of Credit (each such date,
a “Drawing Date”) in an amount equal to the amount so paid by Issuer. In the event Borrowers fail to reimburse Issuer
for the full amount of any drawing under any Letter of Credit by 12:00 Noon, on the Drawing Date, Issuer will promptly notify Agent
and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving
Advance maintained as a Domestic Rate Loan be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit,
and Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance (all whether or
not the conditions specified in Section 8.2 are then satisfied or the commitments of Lenders to make Revolving Advances hereunder
have been terminated for any reason) as provided for in Section 2.14(c) immediately below. Any notice given by Issuer pursuant
to this Section 2.14(b) may be oral if promptly confirmed in writing; provided that the lack of such a confirmation shall not affect
the conclusiveness or binding effect of such notice.


(c)            
Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) make available to Issuer
through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject
to any contrary provisions of Section 2.22) of the amount of the drawing, whereupon the participating Lenders shall (subject to
Section 2.14(d)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount.
If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of Issuer, the amount
of such Lender’s Revolving Commitment Percentage of such amount by 2:00 p.m. on the Drawing Date, then interest shall accrue
on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment
(i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and
(ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan on and after the
fourth day following the Drawing Date. Agent and Issuer will promptly give notice of the occurrence of the Drawing Date, but failure
of Agent or Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment
to effect such payment on such date shall not relieve such Lender from its obligations under this Section 2.14(c), provided that
such Lender shall not be obligated to pay interest as provided in Section 2.14(c)(i) and (ii) until and commencing from the date
of receipt of notice from Agent or Issuer of a drawing.


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(d)           
With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic
Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b), because of Borrowers’ failure to satisfy the
conditions set forth in Section 8.2 hereof (other than any notice requirements) or for any other reason, Borrowers shall be deemed
to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter
of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable
to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section
2.14(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute
a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable
Letter of Credit under this Section 2.14.


(e)            
Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until
the last to occur of any of the following events: (x) Issuer ceases to be obligated to issue or cause to be issued Letters of Credit
hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncancelled; and (z) all Persons (other
than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.


2.15        
Repayment of Participation Advances.


(a)            
Upon (and only upon) receipt by Agent for the account of Issuer of immediately available funds from Borrowers (i)
in reimbursement of any payment made by Issuer or Agent under the Letter of Credit with respect to which any Lender has made a
Participation Advance to Agent, or (ii) in payment of interest on such a payment made by Issuer or Agent under such a Letter of
Credit, Agent will pay to each Lender holding a Revolving Commitment, in the same funds as those received by Agent, the amount
of such Lender’s Revolving Commitment Percentage of such funds, except Agent shall retain the amount of the Revolving Commitment
Percentage of such funds of any Lender holding a Revolving Commitment that did not make a Participation Advance in respect of such
payment by Agent (and, to the extent that any of the other Lender(s) holding the Revolving Commitment have funded any portion such
Defaulting Lender’s Participation Advance in accordance with the provisions of Section 2.22, Agent will pay over to such
Non-Defaulting Lenders a pro rata portion of the funds so withheld from such Defaulting Lender).


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(b)           
If Issuer or Agent is required at any time to return to any Borrower, or to a trustee, receiver, liquidator, custodian,
or any official in any insolvency proceeding, any portion of the payments made by Borrowers to Issuer or Agent pursuant to Section
2.15(a) in reimbursement of a payment made under the Letter of Credit or interest or fee thereon, each applicable Lender shall,
on demand of Agent, forthwith return to Issuer or Agent the amount of its Revolving Commitment Percentage of any amounts so returned
by Issuer or Agent plus interest at the Federal Funds Effective Rate.


2.16        
Documentation. Each Borrower agrees to be bound by the terms of the Letter of Credit Application and by Issuer’s
interpretations of any Letter of Credit issued on behalf of such Borrower and by Issuer’s written regulations and customary
practices relating to letters of credit, though Issuer’s interpretations may be different from such Borrower’s own.
In the event of a conflict between the Letter of Credit Application and this Agreement, this Agreement shall govern. It is understood
and agreed that, except in the case of gross negligence or willful misconduct (as determined by a court of competent jurisdiction
in a final non-appealable judgment), Issuer shall not be liable for any error, negligence and/or mistakes, whether of omission
or commission, in following Borrowing Agent’s or any Borrower’s instructions or those contained in the Letters of Credit
or any modifications, amendments or supplements thereto.


2.17        
Determination to Honor Drawing Request. In determining whether to honor any request for drawing under any
Letter of Credit by the beneficiary thereof, Issuer shall be responsible only to determine that the documents and certificates
required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements
of such Letter of Credit and that any other drawing condition appearing on the face of such Letter of Credit has been satisfied
in the manner so set forth.


2.18        
Nature of Participation and Reimbursement Obligations. The obligation of each Lender holding a Revolving Commitment
in accordance with this Agreement to make the Revolving Advances or Participation Advances as a result of a drawing under a Letter
of Credit, and the obligations of Borrowers to reimburse Issuer upon a draw under a Letter of Credit, shall be absolute, unconditional
and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.18 under all circumstances, including
the following circumstances:


(i)             
any set-off, counterclaim, recoupment, defense or other right which such Lender or any Borrower, as the case may
be, may have against Issuer, Agent, any Borrower or Lender, as the case may be, or any other Person for any reason whatsoever;


(ii)           
the failure of any Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with
the conditions set forth in this Agreement for the making of a Revolving Advance, it being acknowledged that such conditions are
not required for the making of a Letter of Credit Borrowing and the obligation of Lenders to make Participation Advances under
Section 2.14;


(iii)         
any lack of validity or enforceability of any Letter of Credit;


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(iv)         
any claim of breach of warranty that might be made by any Borrower, Agent, Issuer or any Lender against the beneficiary
of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, cross-claim, defense or other right which
any Borrower, Agent, Issuer or any Lender may have at any time against a beneficiary, any successor beneficiary or any transferee
of any Letter of Credit or assignee of the proceeds thereof (or any Persons for whom any such transferee or assignee may be acting),
Issuer, Agent or any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein
or any unrelated transaction (including any underlying transaction between any Borrower or any Subsidiaries of such Borrower and
the beneficiary for which any Letter of Credit was procured);


(v)           
the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on)
or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate
or other document presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with
any Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even
if Issuer or any of Issuer’s Affiliates has been notified thereof;


(vi)         
payment by Issuer under any Letter of Credit against presentation of a demand, draft or certificate or other document
which is forged or does not fully comply with the terms of such Letter of Credit (provided that the foregoing shall not excuse
Issuer from any obligation under the terms of any applicable Letter of Credit to require the presentation of documents that on
their face appear to satisfy any applicable requirements for drawing under such Letter of Credit prior to honoring or paying any
such draw);


(vii)       
the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having
a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition,
value or other characteristic of any property or services relating to a Letter of Credit;


(viii)     
any failure by Issuer or any of Issuer’s Affiliates to issue any Letter of Credit in the form requested by
Borrowing Agent, unless Agent and Issuer have each received written notice from Borrowing Agent of such failure within three (3)
Business Days after Issuer shall have furnished Agent and Borrowing Agent a copy of such Letter of Credit and such error is material
and no drawing has been made thereon prior to receipt of such notice;


(ix)         
the occurrence of any Material Adverse Effect;


(x)           
any breach of this Agreement or any Other Document by any party thereto;


(xi)         
the occurrence or continuance of an insolvency proceeding with respect to any Borrower or any Guarantor;


(xii)       
the fact that a Default or an Event of Default shall have occurred and be continuing;


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(xiii)     
the fact that the Term shall have expired or this Agreement or the obligations of Lenders to make Advances have been
terminated; and


(xiv)      
any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.


2.19        
Liability for Acts and Omissions.


(a)            
As between Borrowers and Issuer, Agent and Lenders, each Borrower assumes all risks of the acts and omissions of,
or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation
of the foregoing, Issuer shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect
of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if
it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if Issuer or
any of its Affiliates shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning
or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole
or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter
of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in
order to draw upon such Letter of Credit or any other claim of any Borrower against any beneficiary of such Letter of Credit, or
any such transferee, or any dispute between or among any Borrower and any beneficiary of any Letter of Credit or any such transferee;
(iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, facsimile, telex or
otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission
or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii)
the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit;
or (viii) any consequences arising from causes beyond the control of Issuer, including any Governmental Acts, and none of the above
shall affect or impair, or prevent the vesting of, any of Issuer’s rights or powers hereunder. Nothing in the preceding sentence
shall relieve Issuer from liability for Issuer’s gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (i) through
(viii) of such sentence. In no event shall Issuer or Issuer’s Affiliates be liable to any Borrower for any indirect, consequential,
incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any
damages resulting from any change in the value of any property relating to a Letter of Credit.


(b)           
Without limiting the generality of the foregoing, Issuer and each of its Affiliates: (i) may rely on any oral or
other communication believed in good faith by Issuer or such Affiliate to have been authorized or given by or on behalf of the
applicant for a Letter of Credit; (ii) may honor any presentation if the documents presented appear on their face substantially
to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation
under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor,
or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together
with any interest paid by Issuer or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement
advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document
is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform
in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under
the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on Issuer
or its Affiliate in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee
or of indemnity issued to a steamship agent or carrier or any document or instrument of like import (each an “Order”)
and honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts
or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.


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(c)            
In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or
omitted by Issuer under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder,
if taken or omitted in good faith and without gross negligence (as determined by a court of competent jurisdiction in a final non-appealable
judgment), shall not put Issuer under any resulting liability to any Borrower, Agent or any Lender.


2.20        
Mandatory Prepayments.


(a)            
Subject to Section 4.3 hereof, when any Borrower sells or otherwise disposes of any Collateral other than equipment
in the Ordinary Course of Business, Borrowers shall repay the Advances in an amount equal to the net proceeds of such sale (i.e.,
gross proceeds less the reasonable costs of such sales or other dispositions), such repayments to be made promptly but in no event
more than one (1) Business Day following receipt of such net proceeds, and until the date of payment, such proceeds shall
be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the
terms and conditions hereof. Such repayments shall be applied to the Advances in such order as Agent may determine, subject to
Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof; and


(b)           
All proceeds received by Borrowers or Agent (i) under any insurance policy on account of damage or destruction of
any assets or property of any Borrowers, or (ii) as a result of any taking or condemnation of any assets or property shall be applied
in accordance with Section 6.6 hereof.


2.21        
Use of Proceeds.


(a)            
Borrowers shall apply the proceeds of Advances to (i) refinance the Term Loan under (and as defined in the Existing
Loan Agreement), (ii) refinance existing term loan Indebtedness of the Borrowers (other than the Term
Loan) in an aggregate amount of not greater than $500,000, (iii) pay fees and expenses relating to this transaction, and
(iv) provide for its working capital needs (including, without limitation, Capital Expenditures) and reimburse drawings under Letters
of Credit.


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(b)           
Without limiting the generality of Section 2.21(a) above, neither the Borrowers, the Guarantors nor any other Person
which may in the future become party to this Agreement or the Other Documents as a Borrower or Guarantor, intends to use nor shall
they use any portion of the proceeds of the Advances, directly or indirectly, for any purpose in violation of Applicable Law.


2.22        
Defaulting Lender.


(a)            
Notwithstanding anything to the contrary contained herein, in the event any Lender is a Defaulting Lender, all rights
and obligations hereunder of such Defaulting Lender and of the other parties hereto shall be modified to the extent of the express
provisions of this Section 2.22 so long as such Lender is a Defaulting Lender.


(b)           
(i) except as otherwise expressly provided for in this Section 2.22, Revolving Advances shall be made pro rata from
Lenders holding Revolving Commitments which are not Defaulting Lenders based on their respective Revolving Commitment Percentages,
and no Revolving Commitment Percentage of any Lender or any pro rata share of any Revolving Advances required to be advanced by
any Lender shall be increased as a result of any Lender being a Defaulting Lender. Amounts received in respect of principal of
any type of Revolving Advances shall be applied to reduce such type of Revolving Advances of each Lender (other than any Defaulting
Lender) holding a Revolving Commitment in accordance with their Revolving Commitment Percentages; provided, that, Agent shall not
be obligated to transfer to a Defaulting Lender any payments received by Agent for Defaulting Lender’s benefit, nor shall
a Defaulting Lender be entitled to the sharing of any payments hereunder (including any principal, interest or fees). Amounts payable
to a Defaulting Lender shall instead be paid to or retained by Agent. Agent may hold and, in its discretion, re-lend to a Borrower
the amount of such payments received or retained by it for the account of such Defaulting Lender.


(i)             
fees pursuant to Section 3.3(b) hereof shall cease to accrue in favor of such Defaulting Lender.


(ii)           
if Letters of Credit (or drawings under any Letter of Credit for which Issuer has not been reimbursed) are outstanding
or exist at the time any such Lender holding a Revolving Commitment becomes a Defaulting Lender, then:


(A)          
Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all outstanding Letters of Credit
shall be reallocated among Non-Defaulting Lenders holding Revolving Commitments in proportion to the respective Revolving Commitment
Percentages of such Non-Defaulting Lenders to the extent (but only to the extent) that (x) such reallocation does not cause the
aggregate sum of outstanding Revolving Advances made by any such Non-Defaulting Lender holding a Revolving Commitment plus such
Lender’s reallocated Participation Commitment in the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit
to exceed the Revolving Commitment Amount of any such Non-Defaulting Lender, and (y) no Default or Event of Default has occurred
and is continuing at such time;


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(B)          
if the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrowers shall within
one Business Day following notice by Agent, cash collateralize for the benefit of Issuer, Borrowers’ obligations corresponding
to such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit (after giving
effect to any partial reallocation pursuant to clause (A) above) in accordance with Section 3.2(b) for so long as such Obligations
are outstanding;


(C)          
if Borrowers cash collateralize any portion of such Defaulting Lender’s Participation Commitment in the Maximum
Undrawn Amount of all Letters of Credit pursuant to clause (B) above, Borrowers shall not be required to pay any fees to such Defaulting
Lender pursuant to Section 3.2(a) with respect to such Defaulting Lender’s Revolving Commitment Percentage of Maximum Undrawn
Amount of all Letters of Credit during the period such Defaulting Lender’s Participation Commitment in the Maximum Undrawn
Amount of all Letters of Credit are cash collateralized;


(D)          
if Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is reallocated
pursuant to clause (A) above, then the fees payable to Lenders holding Revolving Commitments pursuant to Section 3.2(a) shall be
adjusted and reallocated to Non-Defaulting Lenders holding Revolving Commitments in accordance with such reallocation; and


(E)           
if all or any portion of such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of
all Letters of Credit is neither reallocated nor cash collateralized pursuant to clauses (A) or (B) above, then, without prejudice
to any rights or remedies of Issuer or any other Lender hereunder, all Letter of Credit Fees payable under Section 3.2(a) with
respect to such Defaulting Lender’s Revolving Commitment Percentage of the Maximum Undrawn Amount of all Letters of Credit
shall be payable to the Issuer (and not to such Defaulting Lender) until (and then only to the extent that) such Participation
Commitment in the Maximum Undrawn Amount of all Letters of Credit is reallocated and/or cash collateralized;


(c)            
A Defaulting Lender shall not be entitled to give instructions to Agent or to approve, disapprove, consent to or
vote on any matters relating to this Agreement and the Other Documents, and all amendments, waivers and other modifications of
this Agreement and the Other Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of
“Required Lenders,” a Defaulting Lender shall not be deemed to be a Lender, to have any outstanding Advances or a Revolving
Commitment Percentage.


(d)           
Other than as expressly set forth in this Section 2.22, the rights and obligations of a Defaulting Lender (including
the obligation to indemnify Agent) and the other parties hereto shall remain unchanged. Nothing in this Section 2.22 shall be deemed
to release any Defaulting Lender from its obligations under this Agreement and the Other Documents, shall alter such obligations,
shall operate as a waiver of any default by such Defaulting Lender hereunder, or shall prejudice any rights which any Borrower,
Agent or any Lender may have against any Defaulting Lender as a result of any default by such Defaulting Lender hereunder.


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(e)            
In the event that Agent, Borrowers and Issuer agree in writing that a Defaulting Lender has adequately remedied all
matters that caused such Lender to be a Defaulting Lender, then Agent will so notify the parties hereto, and, if such cured Defaulting
Lender is a Lender holding a Revolving Commitment, then Participation Commitments of Lenders holding Revolving Commitments (including
such cured Defaulting Lender) of the Maximum Undrawn Amount of all outstanding Letters of Credit shall be reallocated to reflect
the inclusion of such Lender’s Revolving Commitment, and on such date such Lender shall purchase at par such of the Revolving
Advances of the other Lenders as Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances
in accordance with its Revolving Commitment Percentage.


(f)            
If Issuer has a good faith belief that any Lender holding a Revolving Commitment has defaulted in fulfilling its
obligations under one or more other agreements in which such Lender commits to extend credit, Issuer shall not be required to issue,
amend or increase any Letter of Credit, Issuer shall have entered into arrangements with Borrowers or such Lender, satisfactory
to Issuer, to defease any risk to it in respect of such Lender hereunder.


2.23        
Payment of Obligations. Agent may charge to Borrowers’ Account as a Revolving Advance or (i) all payments
with respect to any of the Obligations required hereunder (including without limitation principal payments, payments of interest,
payments of Letter of Credit Fees and all other fees provided for hereunder and payments under Sections 16.5 and 16.9) as and when
each such payment shall become due and payable (whether as regularly scheduled, upon or after acceleration, upon maturity or otherwise),
(ii) without limiting the generality of the foregoing clause (i), (a) all amounts expended by Agent or any Lender pursuant to Sections
4.2 or 4.3 hereof and (b) all expenses which Agent incurs in connection with the forwarding of Advance proceeds and the establishment
and maintenance of any Blocked Accounts or Depository Accounts as provided for in Section 4.8(h), and (iii) any sums expended by
Agent or any Lender due to any Borrower’s failure to perform or comply with its obligations under this Agreement or any Other
Document including any Borrower’s obligations under Sections 3.3, 3.4, 4.4, 4.7, 6.4, 6.6, 6.7 and 6.8 hereof, and all amounts
so charged shall be added to the Obligations and shall be secured by the Collateral. To the extent Revolving Advances are not actually
funded by the other Lenders in respect of any such amounts so charged, all such amounts so charged shall be deemed to be Revolving
Advances made by and owing to Agent and Agent shall be entitled to all rights (including accrual of interest) and remedies of a
Lender under this Agreement and the Other Documents with respect to such Revolving Advances.


2.24        
Increase in Maximum Revolving Advance Amount.


(a)            
Borrowers may, at any time prior to the fourth anniversary of the Amendment Effective Date, request that the Maximum
Revolving Advance Amount be increased by (1) one or more of the current Lenders increasing their Revolving Commitment Amount (any
current Lender which elects to increase its Revolving Commitment Amount shall be referred to as an “Increasing Lender”)
or (2) one or more new lenders (each a “New Lender”) joining this Agreement and providing a Revolving Commitment Amount
hereunder , subject to the following terms and conditions:


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(i)             
There shall exist no Event of Default or Default on the effective date of such increase after giving effect to such
increase;


(ii)           
After giving effect to such increase, the Maximum Revolving Advance Amount shall not exceed $40,000,000;


(iii)         
Borrowers may not request an increase in the Maximum Revolving Advance Amount under this Section 2.24 more than once
during the Term, and no single such increase in the Maximum Revolving Advance Amount shall be for an amount less than $10,000,000;


(iv)         
Borrowers shall deliver to Agent on or before the effective date of such increase the following documents in form
and substance satisfactory to Agent: (1) certifications of their corporate secretaries with attached resolutions certifying that
the increase in the Revolving Commitment Amounts has been approved by such Borrowers, (2) certificate dated as of the effective
date of such increase certifying that no Default or Event of Default shall have occurred and be continuing and certifying that
the representations and warranties made by each Borrower herein and in the Other Documents are true and complete in all respects
with the same force and effect as if made on and as of such date (except to the extent any such representation or warranty expressly
relates only to any earlier and/or specified date), and (3) such other agreements, instruments and information (including
supplements or modifications to this Agreement and/or the Other Documents executed by Borrowers) as Agent reasonably deems necessary
in order to document the increase to the Maximum Revolving Advance Amount and to protect, preserve and continue the perfection
and priority of the liens, security interests, rights and remedies of Agent and Lenders hereunder and under the Other Documents
in light of such increase, and (4) an opinion of counsel in form and substance satisfactory to Agent which shall cover such matters
related to such increase as Agent may reasonably require and each Borrower hereby authorizes and directs such counsel to deliver
such opinions to Agent and Lenders;


(v)           
Borrowers shall execute and deliver (1) to each Increasing Lender a replacement Note reflecting the new amount of
such Increasing Lender’s Revolving Commitment Amount after giving effect to the increase (and the prior Note issued to such
Increasing Lender shall be deemed to be cancelled) and (2) to each New Lender a Note reflecting the amount of such New Lender’s
Revolving Commitment Amount;


(vi)         
Any New Lender shall be subject to the approval of Agent and Issuer;


(vii)       
Each New Lender shall execute a lender joinder in form and substance satisfactory to Agent pursuant to which such
New Lender shall join and become a party to this Agreement and the Other Documents with a Revolving Commitment Amount as set forth
in such lender joinder.


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(b)           
On the effective date of such increase, (i) Borrowers shall repay all Revolving Advances then outstanding, subject
to Borrowers’ obligations under Sections 3.7, 3.9, or 3.10; provided that subject to the other conditions of this Agreement,
the Borrowing Agent may request new Revolving Advances on such date and (ii) the Revolving Commitment Percentages of Lenders holding
a Revolving Commitment (including each Increasing Lender and/or New Lender) shall be recalculated such that each such Lender’s
Revolving Commitment Percentage is equal to (x) the Revolving Commitment Amount of such Lender divided by (y) the aggregate
of the Revolving Commitment Amounts of all Lenders. Each Lender shall participate in any new Revolving Advances made on or after
such date in accordance with its Revolving Commitment Percentage after giving effect to the increase in the Maximum Revolving Advance
Amount and recalculation of the Revolving Commitment Percentages contemplated by this Section 2.24.


(c)            
On the effective date of such increase, each Increasing Lender shall be deemed to have purchased an additional/increased
participation in, and each New Lender will be deemed to have purchased a new participation in, each then outstanding Letter of
Credit in an amount equal to such Lender’s Revolving Commitment Percentage (as calculated pursuant to Section 2.24(b) above)
of the Maximum Undrawn Amount of each such Letter of Credit (as in effect from time to time). As necessary to effectuate the foregoing,
each existing Lender holding a Revolving Commitment Percentage that is not an Increasing Lender shall be deemed to have sold to
each applicable Increasing Lender and/or New Lender, as necessary, a portion of such existing Lender’s participations in
such outstanding Letters of Credit and drawings such that, after giving effect to all such purchases and sales, each Lender holding
a Revolving Commitment (including each Increasing Lender and/or New Lender) shall hold a participation in all Letters of Credit
(and drawings thereunder) in accordance with their respective Revolving Commitment Percentages (as calculated pursuant to Section
2.24(b) above).


(d)           
On the effective date of such increase, Borrowers shall pay all cost and expenses incurred by Agent and by each Increasing
Lender and New Lender in connection with the negotiations regarding, and the preparation, negotiation, execution and delivery of
all agreements and instruments executed and delivered by any of Agent, Borrowers and/or Increasing Lenders and New Lenders in connection
with, such increase (including all fees for any supplemental or additional public filings of any Other Documents necessary to protect,
preserve and continue the perfection and priority of the liens, security interests, rights and remedies of Agent and Lenders hereunder
and under the Other Documents in light of such increase).


III.            
INTEREST AND FEES.


3.1           
Interest. Interest on Advances shall be payable in arrears on the first day of each month with respect to
Domestic Rate Loans and LIBOR Rate Loans; provided that all accrued and unpaid interest shall be due and payable at the
end of the Term. Interest charges shall be computed on the actual principal amount of Advances outstanding during the month at
a rate per annum equal to the Revolving Interest Rate (the “Contract Rate”). Except as expressly provided otherwise
in this Agreement, any Obligations other than the Advances that are not paid when due shall accrue interest at the Revolving Interest
Rate for Domestic Rate Loans, subject to the provision of the final sentence of this Section 3.1 regarding the Default Rate. Whenever,
subsequent to the date of this Agreement, the Alternate Base Rate is increased or decreased, the Contract Rate shall be similarly
changed without notice or demand of any kind by an amount equal to the amount of such change in the Alternate Base Rate during
the time such change or changes remain in effect. The LIBOR Rate shall be adjusted with respect to LIBOR Rate Loans without notice
or demand of any kind on the effective date of any change in the Reserve Percentage as of such effective date. Upon and after the
occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required
Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such
Event of Default without the requirement of any affirmative action by any party), the Obligations other than LIBOR Rate Loans shall
bear interest at the applicable Contract Rate plus two percent (2%) per annum (the “Default Rate”).


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3.2           
Letter of Credit Fees.


(a)            
Borrowers shall pay (x) to Agent, for the ratable benefit of Lenders holding Revolving Commitments, fees for each
Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination,
equal to the average daily face amount of each outstanding Letter of Credit multiplied by the Applicable Margin for Revolving Advances
consisting of LIBOR Rate Loans, such fees to be calculated on the basis of a 360-day year for the actual number of days elapsed
and to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term, and (y) to Issuer,
a fronting fee of one quarter of one percent (0.25%) per annum times the average daily face amount of each outstanding Letter of
Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, to
be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term. (all of the foregoing
fees, the “Letter of Credit Fees”). In addition, Borrowers shall pay to Agent, for the benefit of Issuer, any and all
administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses
as agreed upon by Issuer and the Borrowing Agent in connection with any Letter of Credit, including in connection with the opening,
amendment or renewal of any such Letter of Credit and any acceptances created thereunder, all such charges, fees and expenses,
if any, to be payable on demand. All such charges shall be deemed earned in full on the date when the same are due and payable
hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge
in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change
in Issuer’s prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during
the continuation thereof, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default
under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any
affirmative action by any party), the Letter of Credit Fees described in clause (x) of this Section 3.2(a) shall be increased by
an additional two percent (2.0%) per annum.


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(b)           
At any time following the occurrence of an Event of Default, at the option of Agent or at the direction of Required
Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of such
Event of Default, without the requirement of any affirmative action by any party), or upon the expiration of the Term or any other
termination of this Agreement (and also, if applicable, in connection with any mandatory prepayment under Section 2.20), Borrowers
will cause cash to be deposited and maintained in an account with Agent, as cash collateral, in an amount equal to one hundred
and five percent (105%) of the Maximum Undrawn Amount of all outstanding Letters of Credit, and each Borrower hereby irrevocably
authorizes Agent, in its discretion, on such Borrower’s behalf and in such Borrower’s name, to open such an account
and to make and maintain deposits therein, or in an account opened by such Borrower, in the amounts required to be made by such
Borrower, out of the proceeds of Receivables or other Collateral or out of any other funds of such Borrower coming into any Lender’s
possession at any time. Agent may, in its discretion, invest such cash collateral (less applicable reserves) in such short-term
money-market items as to which Agent and such Borrower mutually agree (or, in the absence of such agreement, as Agent may reasonably
select) and the net return on such investments shall be credited to such account and constitute additional cash collateral, or
Agent may (notwithstanding the foregoing) establish the account provided for under this Section 3.2(b) as a non-interest bearing
account and in such case Agent shall have no obligation (and Borrowers hereby waive any claim) under Article 9 of the Uniform Commercial
Code or under any other Applicable Law to pay interest on such cash collateral being held by Agent. No Borrower may withdraw amounts
credited to any such account except upon the occurrence of all of the following: (x) payment and performance in full of all Obligations;
(y) expiration of all Letters of Credit; and (z) termination of this Agreement. Borrowers hereby assign, pledge and grant to Agent,
for its benefit and the ratable benefit of Issuer, Lenders and each other Secured Party, a continuing security interest in and
to and Lien on any such cash collateral and any right, title and interest of Borrowers in any deposit account, securities account
or investment account into which such cash collateral may be deposited from time to time to secure the Obligations, specifically
including all Obligations with respect to any Letters of Credit. Borrowers agree that upon the coming due of any Reimbursement
Obligations (or any other Obligations, including Obligations for Letter of Credit Fees) with respect to the Letters of Credit,
Agent may use such cash collateral to pay and satisfy such Obligations.


3.3           
Facility Fee. If, for any calendar quarter during the Term, the average daily unpaid balance of the sum of
Revolving Advances plus the Maximum Undrawn Amount of all outstanding Letters of Credit for each day of such calendar quarter
does not equal the Maximum Revolving Advance Amount, then Borrowers shall pay to Agent, for the ratable benefit of Lenders holding
the Revolving Commitments based on their Revolving Commitment Percentages, a fee at a rate equal to three-eighth of one percent
(0.375%) per annum on the amount by which the Maximum Revolving Advance Amount exceeds such average daily unpaid balance (the “Facility
Fee”). Such Facility Fee shall be payable to Agent in arrears on the first day of each calendar quarter with respect to the
previous calendar quarter.


3.4           
Fee Letter. Borrowers shall pay the amounts required to be paid in the Fee Letter in the manner and at the
times required by the Fee Letter.


3.5           
Computation of Interest and Fees. Interest and fees hereunder shall be computed on the basis of a year of
360 days and for the actual number of days elapsed. If any payment to be made hereunder becomes due and payable on a day other
than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable
at the applicable Contract Rate during such extension.


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3.6           
Maximum Charges. In no event whatsoever shall interest and other charges charged hereunder exceed the highest
rate permissible under Applicable Law. In the event interest and other charges as computed hereunder would otherwise exceed the
highest rate permitted under Applicable Law: (i) the interest rates hereunder will be reduced to the maximum rate permitted under
Applicable Law; (ii) such excess amount shall be first applied to any unpaid principal balance owed by Borrowers; and (iii) if
the then remaining excess amount is greater than the previously unpaid principal balance, Lenders shall promptly refund such excess
amount to Borrowers and the provisions hereof shall be deemed amended to provide for such permissible rate.


3.7           
Increased Costs. In the event that any Applicable Law or any Change in Law or compliance by any Lender (for
purposes of this Section 3.7, the term “Lender” shall include Agent, any Issuer or Lender and any corporation or bank
controlling Agent, any Lender or Issuer and the office or branch where Agent, any Lender or Issuer (as so defined) makes or maintains
any LIBOR Rate Loans) with any request or directive (whether or not having the force of law) from any central bank or other financial,
monetary or other authority, shall:


(a)            
subject Agent, any Lender or Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter
of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan, or change the basis of taxation of payments to Agent,
such Lender or Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.10 and the imposition
of, or any change in the rate of, any Excluded Tax payable by Agent, such Lender or the Issuer);


(b)           
impose, modify or deem applicable any reserve, special deposit, assessment, special deposit, compulsory loan, insurance
charge or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit
extended by, any office of Agent, Issuer or any Lender, including pursuant to Regulation D of the Board of Governors of the Federal
Reserve System; or


(c)            
impose on Agent, any Lender or Issuer or the London interbank LIBOR market any other condition, loss or expense (other
than Taxes) affecting this Agreement or any Other Document or any Advance made by any Lender, or any Letter of Credit or participation
therein;


and the result of any of
the foregoing is to increase the cost to Agent, any Lender or Issuer of making, converting to, continuing, renewing or maintaining
its Advances hereunder by an amount that Agent, such Lender or Issuer deems to be material or to reduce the amount of any payment
(whether of principal, interest or otherwise) in respect of any of the Advances by an amount that Agent, or such Lender or Issuer
deems (in its Permitted Discretion) to be material, then, in any case Borrowers shall promptly pay Agent, such Lender or Issuer,
upon its demand, such additional amount as will compensate Agent, or such Lender or Issuer for such additional cost or such reduction,
as the case may be, provided that the foregoing shall not apply to increased costs which are reflected in the LIBOR Rate, as the
case may be. Agent, such Lender or Issuer shall certify the amount of such additional cost or reduced amount to Borrowing Agent,
and such certification shall be conclusive absent manifest error.


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3.8           
Basis For Determining Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have
determined that:


(a)            
reasonable means do not exist for ascertaining the LIBOR Rate applicable pursuant to Section 2.2 hereof for any Interest
Period; or


(b)           
Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank LIBOR
market, with respect to an outstanding LIBOR Rate Loan, a proposed LIBOR Rate Loan, or a proposed conversion of a Domestic Rate
Loan into a LIBOR Rate Loan; or


(c)            
the making, maintenance or funding of any LIBOR Rate Loan has been made impracticable or unlawful by compliance by
Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body
or with any request or directive of any such Governmental Body (whether or not having the force of law),


then Agent shall give Borrowing
Agent prompt written or telephonic notice of such determination. If such notice is given, (i) any such requested LIBOR Rate Loan
shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. Eastern Time two (2) Business
Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected
type of LIBOR Rate Loan, (ii) any Domestic Rate Loan or LIBOR Rate Loan which was to have been converted to an affected type of
LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later
than 1:00 p.m. Eastern Time two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of
LIBOR Rate Loan, and (iii) any outstanding affected LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing
Agent shall notify Agent, no later than 1:00 p.m. Eastern Time two (2) Business Days prior to the last Business Day of the then
current Interest Period applicable to such affected LIBOR Rate Loan, shall be converted into an unaffected type of LIBOR Rate Loan,
on the last Business Day of the then current Interest Period for such affected LIBOR Rate Loans (or sooner, if any Lender cannot
continue to lawfully maintain such affected LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation
to make an affected type of LIBOR Rate Loan or maintain outstanding affected LIBOR Rate Loans and no Borrower shall have the right
to convert a Domestic Rate Loan or an unaffected type of LIBOR Rate Loan into an affected type of LIBOR Rate Loan.


3.9           
Capital Adequacy.


(a)            
In the event that Agent, or any Lender shall have determined that any Applicable Law or guideline regarding capital
adequacy, or any Change in Law or any change in the interpretation or administration thereof by any Governmental Body, central
bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Issuer or any Lender
(for purposes of this Section 3.9, the term “Lender” shall include Agent, Issuer or any Lender and any corporation
or bank controlling Agent, or any Lender and the office or branch where Agent, or any Lender (as so defined) makes or maintains
any LIBOR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any
such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent, or any
Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent, or such Lender could have
achieved but for such adoption, change or compliance (taking into consideration Agent’s, and each Lender’s policies
with respect to capital adequacy) by an amount deemed by Agent, or any Lender to be material, then, from time to time, Borrowers
shall pay upon demand to Agent, or such Lender such additional amount or amounts as will compensate Agent, or such Lender for such
reduction. In determining such amount or amounts, Agent, or such Lender may use any reasonable averaging or attribution methods.
The protection of this Section 3.9 shall be available to Agent, and each Lender regardless of any possible contention of invalidity
or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition.


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(b)           
A certificate of Agent, or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent,
or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.


3.10        
Taxes.


(a)            
Any and all payments by or on account of any Obligations hereunder or under any Other Document shall be made free
and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if Borrowers shall
be required by Applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum
payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional
sums payable under this Section) Agent, Lender, Issuer or Participant, as the case may be, receives an amount equal to the sum
it would have received had no such deductions been made, (ii) Borrowers shall make such deductions and (iii) Borrowers shall timely
pay the full amount deducted to the relevant Governmental Body in accordance with Applicable Law.


(b)           
Without limiting the provisions of Section 3.10(a) above, Borrowers shall timely pay any Other Taxes to the relevant
Governmental Body in accordance with Applicable Law.


(c)            
Each Borrower shall indemnify Agent, each Lender, Issuer and any Participant, within ten (10) days after demand therefor,
for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section) paid by Agent, such Lender, Issuer, or such Participant, as the case may
be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Body. A certificate as to the amount
of such payment or liability delivered to Borrowers by any Lender, Participant, or Issuer (with a copy to Agent), or by Agent on
its own behalf or on behalf of a Lender or Issuer, shall be conclusive absent manifest error.


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(d)           
As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Borrower to a Governmental Body,
Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by such Governmental Body evidencing such
payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent.


(e)            
Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction
in which any Borrower is resident for tax purposes, or under any treaty to which such jurisdiction is a party, with respect to
payments hereunder or under any Other Document shall deliver to Borrowers (with a copy to Agent), at the time or times prescribed
by Applicable Law or reasonably requested by Borrowers or Agent, such properly completed and executed documentation prescribed
by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding
the submission of such documentation claiming a reduced rate of or exemption from U.S. withholding tax, Agent shall be entitled
to withhold United States federal income taxes at the full 30% withholding rate if in its reasonable judgment it is required to
do so under the due diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the United States Income
Tax Regulations or other Applicable Law. Further, Agent is indemnified under § 1.1461-1(e) of the United States Income Tax
Regulations against any claims and demands of any Lender, Issuer or assignee or participant of a Lender or Issuer for the amount
of any tax it deducts and withholds in accordance with regulations under § 1441 of the Code. In addition, any Lender, if requested
by Borrowers or Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrowers
or Agent as will enable Borrowers or Agent to determine whether or not such Lender is subject to backup withholding or information
reporting requirements. Without limiting the generality of the foregoing, in the event that any Borrower is resident for tax purposes
in the United States of America, any Foreign Lender (or other Lender) shall deliver to Borrowers and Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such Foreign Lender (or other Lender) becomes a Lender
under this Agreement (and from time to time thereafter upon the request of Borrowers or Agent, but only if such Foreign Lender
(or other Lender) is legally entitled to do so), whichever of the following is applicable: two (2) duly completed valid originals
of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,


(i)             
two (2) duly completed valid originals of IRS Form W-8ECI,


(ii)           
in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c)
of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section
881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrowers within the meaning of section 881(c)(3)(B) of
the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) two duly
completed valid originals of IRS Form W-8BEN,


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(iii)         
any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States
Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by Applicable Law to
permit the Borrowers to determine the withholding or deduction required to be made, or


(iv)         
To the extent that any Lender is not a Foreign Lender, such Lender shall submit to Agent two (2) originals of an
IRS Form W-9 or any other form prescribed by Applicable Law demonstrating that such Lender is not a Foreign Lender.


(f)            
If a payment made to a Lender, Participant, Issuer, or Agent under this Agreement or any Other Document would be
subject to U.S. Federal withholding Tax imposed by FATCA if such Person fails to comply with the applicable reporting requirements
of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender, Participant, Issuer,
or Agent shall deliver to the Agent (in the case of a Lender, Participant or Issuer) and Borrowers (A) a certification signed by
the chief financial officer, principal accounting officer, treasurer or controller of such Person, and (B) other documentation
reasonably requested by Agent or any Borrower sufficient for Agent and Borrowers to comply with their obligations under FATCA and
to determine such Lender, Participant, Issuer, or Agent has complied with such applicable reporting requirements.


(g)           
If Agent, a Lender, a Participant or Issuer determines, in its Permitted Discretion, that it has received a refund
of any Indemnified Taxes or Other Taxes as to which it has been indemnified by Borrowers or with respect to which Borrowers have
paid additional amounts pursuant to this Section, it shall pay to Borrowers an amount equal to such refund (but only to the extent
of indemnity payments made, or additional amounts paid, by Borrowers under this Section with respect to the Indemnified Taxes or
Other Taxes giving rise to such refund); net of all out-of-pocket expenses of the Agent, such Lender, Participant, or the Issuer,
as the case may be, and without interest (other than any interest paid by the relevant Governmental Body with respect to such refund),
provided that Borrowers, upon the request of Agent, such Lender, Participant, or Issuer, agrees to repay the amount paid over to
Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Body) to Agent, such Lender, Participant
or the Issuer in the event Agent, such Lender, Participant or the Issuer is required to repay such refund to such Governmental
Body. This Section shall not be construed to require Agent, any Lender, Participant, or Issuer to make available its tax returns
(or any other information relating to its taxes that it deems confidential) to Borrowers or any other Person.


3.11        
Replacement of Lenders. If any Lender (an “Affected Lender”) (a) makes demand upon Borrowers for
(or if Borrowers are otherwise required to pay) amounts pursuant to Section 3.7 or 3.9 hereof, (b) is unable to make or maintain
LIBOR Rate Loans as a result of a condition described in Section 2.2(h) hereof, (c) is a Defaulting Lender, or (d) denies any consent
requested by the Agent pursuant to Section 16.2(b) hereof, Borrowers may, within ninety (90) days of receipt of such demand, notice
(or the occurrence of such other event causing Borrowers to be required to pay such compensation or causing Section 2.2(h) hereof
to be applicable), or such Lender becoming a Defaulting Lender or denial of a request by Agent pursuant to Section 16.2(b) hereof,
as the case may be, by notice in writing to the Agent and such Affected Lender (i) request the Affected Lender to cooperate with
Borrowers in obtaining a replacement Lender satisfactory to Agent and Borrowers (the “Replacement Lender”); (ii) request
the non-Affected Lenders to acquire and assume all of the Affected Lender’s Advances and its Revolving Commitment Percentage,
as provided herein, but none of such Lenders shall be under any obligation to do so; or (iii) propose a Replacement Lender subject
to approval by Agent in its good faith business judgment. If any satisfactory Replacement Lender shall be obtained, and/or if any
one or more of the non-Affected Lenders shall agree to acquire and assume all of the Affected Lender’s Advances and its Revolving
Commitment Percentage, then such Affected Lender shall assign, in accordance with Section 16.3 hereof, all of its Advances and
its Revolving Commitment Percentage, and other rights and obligations under this Loan Agreement and the Other Documents to such
Replacement Lender or non-Affected Lenders, as the case may be, in exchange for payment of the principal amount so assigned and
all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Lender.


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IV.           
COLLATERAL: GENERAL TERMS


4.1           
Security Interest in the Collateral. To secure the prompt payment and performance to Agent, Issuer and each
Lender (and each other holder of any Obligations) of the Obligations, each Borrower hereby assigns, pledges and grants to Agent
for its benefit and for the ratable benefit of each Lender, Issuer and each other Secured Party, a continuing security interest
in and to and Lien on all of its Collateral, whether now owned or existing or hereafter created, acquired or arising and wheresoever
located. Each Borrower shall mark its books and records as may be necessary or appropriate to evidence, protect and perfect Agent’s
security interest and shall cause its financial statements to reflect such security interest. Each Borrower shall provide Agent
with written notice of all commercial tort claims promptly upon the occurrence of any events giving rise to any such claim(s) (regardless
of whether legal proceedings have yet been commenced), such notice to contain a brief description of the claim(s), the events out
of which such claim(s) arose and the parties against which such claims may be asserted and, if applicable in any case where legal
proceedings regarding such claim(s) have been commenced, the case title together with the applicable court and docket number. Upon
delivery of each such notice, such Borrower shall be deemed to thereby grant to Agent a security interest and lien in and to such
commercial tort claims described therein and all proceeds thereof. Each Borrower shall provide Agent with written notice promptly
upon becoming the beneficiary under any letter of credit or otherwise obtaining any right, title or interest in any letter of credit
rights, and at Agent’s request shall take such actions as Agent may reasonably request for the perfection of Agent’s
security interest therein.


4.2           
Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or
that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security
interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral,
including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver
Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping
or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof
and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox, customs and freight agreements
and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements,
instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to
the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial
Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one
or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory
to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without
limitation a description of Collateral as “all assets” and/or “all personal property” of any Borrower).
All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged
to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option,
shall be paid by Borrowers to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.


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4.3           
Preservation of Collateral. In addition to the rights and remedies set forth in Section 11.1 hereof, Agent:
(a) may at any time take such steps as Agent, in its Permitted Discretion, deems necessary to protect Agent’s interest in
and to preserve the Collateral, including the hiring of security guards or the placing of other security protection measures as
Agent may deem appropriate; (b) may employ and maintain at any of any Borrower’s premises a custodian who shall have full
authority to do all acts necessary to protect Agent’s interests in the Collateral; (c) may lease warehouse facilities to
which Agent may move all or part of the Collateral; (d) may use any Borrower’s owned or leased lifts, hoists, trucks and
other facilities or equipment for handling or removing the Collateral; and (e) shall have, and is hereby granted, a right of ingress
and egress to the places where the Collateral is located, and may proceed over and through any of Borrowers’ owned or leased
property. Each Borrower shall cooperate fully with all of Agent’s efforts to preserve the Collateral and will take such actions
to preserve the Collateral as Agent may direct. All of Agent’s expenses of preserving the Collateral, including any expenses
relating to the bonding of a custodian, shall be charged to Borrowers’ Account as a Revolving Advance maintained as a Domestic
Rate Loan and added to the Obligations.


4.4           
Ownership and Location of Collateral.


(a)            
With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i)
each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority
security interest in each and every item of its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral
shall be free and clear of all Liens whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent
or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements
of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute
same; and (iv) each Borrower’s equipment and Inventory shall be located as set forth on Schedule 4.4 and shall not be removed
from such location(s) without the prior written consent of Agent except with respect to: (A) the sale of Inventory and equipment
in the Ordinary Course of Business, (B) the movement of the rolling stock or goods in transit in the Ordinary Course of Business,
or (C) to the extent permitted in Section 7.1(b) hereof.


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(b)           
(i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) or other Collateral
other than those locations listed on Schedule 4.4 or locations at which the Collateral is operating in the Ordinary Course of Business;
(ii) Schedule 4.4 hereto contains a correct and complete list, as of the Amendment Effective Date, of the legal names and addresses
of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse
states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and
such named Person’s assigns; (iii) Schedule 4.4 hereto sets forth a correct and complete list as of the Amendment Effective
Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.4
hereto sets forth a correct and complete list as of the Amendment Effective Date of the location, by state and street address,
of all real property owned or leased by each Borrower, identifying which properties are owned and which are leased, together with
the names and addresses of any landlords.


4.5           
Defense of Agent’s and Lenders’ Interests. Until (a) payment and performance in full of all of
the Obligations and (b) termination of this Agreement, Agent’s interests in the Collateral shall continue in full force and
effect. During such period no Borrower shall, without Agent’s prior written consent, pledge, sell (except for sales or other
dispositions otherwise permitted in Section 7.1(b) hereof), assign, transfer, create or suffer to exist a Lien upon or encumber
or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the Collateral. Each Borrower shall
defend Agent’s interests in the Collateral against any and all Persons whatsoever. At any time following demand by Agent
for payment of all Obligations, Agent shall have the right to take possession of the indicia of the Collateral and the Collateral
in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent
exercises this right to take possession of the Collateral, Borrowers shall, upon demand, assemble it in the best manner possible
and make it available to Agent at a place reasonably convenient to Agent. In addition, with respect to all Collateral, Agent and
Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code
or other Applicable Law. Each Borrower shall, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers
or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver
same to Agent and/or subject to Agent’s order and if they shall come into any Borrower’s possession, they, and each
of them, shall be held by such Borrower in trust as Agent’s trustee, and such Borrower will immediately deliver them to Agent
in their original form together with any necessary endorsement.


4.6           
Inspection of Premises. At all reasonable times and from time to time as often as Agent shall elect in its
sole discretion, Agent and each Lender shall have full access to and the right to audit, check, inspect and make abstracts and
copies from each Borrower’s books, records, audits, correspondence and all other papers relating to the Collateral and the
operation of each Borrower’s business. Agent, any Lender and their agents may enter upon any premises of any Borrower at
any time during business hours and at any other reasonable time, and from time to time as often as Agent shall elect in its sole
discretion, for the purpose of inspecting the Collateral and any and all records pertaining thereto and the operation of such Borrower’s
business.


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4.7           
Appraisals. Agent may, in its sole discretion, exercised in a commercially reasonable manner, at any time
after the Amendment Effective Date and from time to time, engage the services of an independent appraisal firm or firms of reputable
standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ assets. Absent the occurrence
and continuance of an Event of Default at such time, Agent shall consult with Borrowers as to the identity of any such firm. Agent
may commission such appraisals with such frequency as Agent may elect in its Permitted Discretion; provided, however, that
prior to the occurrence and continuation of an Event of Default, Borrowers shall be obligated to reimburse Agent for the cost of
only one (1) full and one (1) “desktop” appraisal in any year of the Term. In the event the value of Borrowers’
equipment, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances
are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory
prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advances.


4.8           
Receivables; Deposit Accounts and Securities Accounts.


(a)            
Each of the Receivables shall be a bona fide and valid account representing a bona fide indebtedness incurred by
the Customer therein named, for a fixed sum as set forth in the invoice relating thereto (provided immaterial or unintentional
invoice errors shall not be deemed to be a breach hereof) with respect to an absolute sale or lease and delivery of goods upon
stated terms of a Borrower, or work, labor or services theretofore rendered by a Borrower as of the date each Receivable is created.
Same shall be due and owing in accordance with the applicable Borrower’s standard terms of sale without dispute, setoff or
counterclaim except as may be stated on the accounts receivable schedules delivered by Borrowers to Agent.


(b)           
Each Customer, to the best of each Borrower’s knowledge, as of the date each Receivable is created, is and
will be solvent and able to pay all Receivables on which the Customer is obligated in full when due. With respect to such Customers
of any Borrower who are not solvent, such Borrower has set up on its books and in its financial records bad debt reserves adequate
to cover such Receivables.


(c)            
Each Borrower’s chief executive office is located as set forth on Schedule 4.4. Until written notice is given
to Agent by Borrowing Agent of any other office at which any Borrower keeps its records pertaining to Receivables, all such records
shall be kept at such executive office.


(d)           
Borrowers shall instruct their Customers to deliver all remittances upon Receivables (whether paid by check or by
wire transfer of funds) to such Blocked Account(s) and/or Depository Accounts (and any associated lockboxes) as Agent shall designate
from time to time as contemplated by Section 4.8(h) or as otherwise agreed to from time to time by Agent. Notwithstanding the foregoing,
to the extent any Borrower directly receives any remittances upon Receivables, such Borrower shall, at such Borrower’s sole
cost and expense, but on Agent’s behalf and for Agent’s account, collect as Agent’s property and in trust for
Agent all amounts received on Receivables, and shall not commingle such collections with any Borrower’s funds or use the
same except to pay Obligations, and shall as soon as possible and in any event no later than one (1) Business Day after the receipt
thereof (i) in the case of remittances paid by check, deposit all such remittances in their original form (after supplying any
necessary endorsements) and (ii) in the case of remittances paid by wire transfer of funds, transfer all such remittances, in each
case, into such Blocked Accounts(s) and/or Depository Account(s). Each Borrower shall deposit in the Blocked Account and/or Depository
Account or, upon request by Agent, deliver to Agent, in original form and on the date of receipt thereof, all checks, drafts, notes,
money orders, acceptances, cash and other evidences of Indebtedness.


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(e)            
At any time following the occurrence of an Event of Default or a Default, Agent shall have the right to send notice
of the assignment of, and Agent’s security interest in and Lien on, the Receivables to any and all Customers or any third
party holding or otherwise concerned with any of the Collateral. Thereafter, Agent shall have the sole right to collect the Receivables,
take possession of the Collateral, or both. Agent’s actual collection expenses, including, but not limited to, stationery
and postage, telephone, facsimile, telegraph, secretarial and clerical expenses and the salaries of any collection personnel used
for collection, may be charged to Borrowers’ Account and added to the Obligations.


(f)            
Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and
all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives
notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s
designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes,
acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on
any invoice or bill of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables;
(C) to send verifications of Receivables to any Customer; (D) to sign such Borrower’s name on all financing statements or
any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest
in the Collateral and to file same; and (E) to receive, open and dispose of all mail addressed to any Borrower at any post office
box/lockbox maintained by Agent for Borrowers or at any other business premises of Agent; and (ii) at any time following the occurrence
of a Default or an Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal
proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the
Receivables and any other Collateral; (D) to sue upon or otherwise collect, extend the time of payment of, settle, adjust, compromise,
extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F)
to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer;
(G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document
in connection with the Receivables; (H) to accept the return of goods represented by any of the Receivables; (I) to change the
address for delivery of mail addressed to any Borrower to such address as Agent may designate; and (J) to do all other acts and
things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said
attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact
or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a
final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid.


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(g)           
Neither Agent nor any Lender shall, under any circumstances or in any event whatsoever, have any liability for any
error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Receivables or any instrument
received in payment thereof, or for any damage resulting therefrom.


(h)           
All proceeds of Collateral shall be deposited by Borrowers into either (i) a lockbox account, dominion account or
such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked
Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be acceptable to Agent or (ii) depository
accounts (“Depository Accounts”) established at Agent for the deposit of such proceeds. Each applicable Borrower, Agent
and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent
that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such
account and which directs such Blocked Account Bank to transfer such funds so deposited on a daily basis or at other times acceptable
to Agent to Agent, either to any account maintained by Agent at such Blocked Account Bank or by wire transfer to appropriate account(s)
at Agent. All funds deposited in such Blocked Accounts or Depository Accounts shall immediately become subject to the security
interest of Agent for its own benefit and the ratable benefit of Issuer, Lenders and all other holders of the Obligations, and
Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited.
Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and
satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Upon notice from Agent to Borrowers
that a Dominion Event has occurred and is continuing, Agent may establish exclusive control of the Blocked Account or Depositary
Accounts and apply all funds received by Agent from the Blocked Accounts or Depository Accounts to the satisfaction of the Obligations
(including the cash collateralization of the Letters of Credit) in such order as Agent shall determine in its Permitted Discretion.


(i)             
No Borrower will, without Agent’s consent, compromise or adjust any material amount of the Receivables (or
extend the time for payment thereof) or accept any material returns of merchandise or grant any additional discounts, allowances
or credits thereon except for those compromises, adjustments, returns, discounts, credits and allowances as have been heretofore
customary in the Ordinary Course of Business of such Borrower.


(j)             
All deposit accounts (including all Blocked Accounts and Depository Accounts), securities accounts and investment
accounts of each Borrower and its Subsidiaries as of the Amendment Effective Date are set forth on Schedule 4.8(j). No Borrower
shall open any new deposit account, securities account or investment account unless (i) Borrowers shall have given at least thirty
(30) days prior written notice to Agent and (ii) if such account is to be maintained with a bank, depository institution or securities
intermediary that is not the Agent, such bank, depository institution or securities intermediary, each applicable Borrower and
Agent shall first have entered into an account control agreement in form and substance satisfactory to Agent sufficient to give
Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account.


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4.9           
Inventory. To the extent Inventory held for sale or lease has been produced by any Borrower, it has been and
will be produced by such Borrower in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations
and orders thereunder.


4.10        
Maintenance of Equipment. The equipment shall be maintained in good operating condition and repair (reasonable
wear and tear excepted) and all necessary replacements of and repairs thereto shall be made so that the value and operating efficiency
of the equipment shall be maintained and preserved. No Borrower shall use or operate the equipment in violation of any law, statute,
ordinance, code, rule or regulation.


4.11        
Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as
any Borrower’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage,
discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause
thereof. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s
obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible
in any way for the performance by any Borrower of any of the terms and conditions thereof.


4.12        
Financing Statements. Except as respects the financing statements filed by Agent, financing statements described
on Schedule 1.2, and financing statements filed in connection with Permitted Encumbrances, no financing statement covering any
of the Collateral or any proceeds thereof is or will be on file in any public office.


V.             
REPRESENTATIONS AND WARRANTIES.


Each Borrower represents
and warrants as follows:


5.1           
Authority. Each Borrower has full power, authority and legal right to enter into this Agreement and the Other
Documents to which it is a party and to perform all its respective Obligations hereunder and thereunder. This Agreement and the
Other Documents to which it is a party have been duly executed and delivered by each Borrower, and this Agreement and the Other
Documents to which it is a party constitute the legal, valid and binding obligation of such Borrower enforceable in accordance
with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar
laws affecting creditors’ rights generally. The execution, delivery and performance of this Agreement and of the Other Documents
to which it is a party (a) are within such Borrower’s corporate or company powers, as applicable, have been duly authorized
by all necessary corporate or company action, as applicable, are not in contravention of law or the terms of such Borrower’s
Organizational Documents or to the conduct of such Borrower’s business or of any Material Contract or undertaking to which
such Borrower is a party or by which such Borrower is bound, (b) will not conflict with or violate any law or regulation, or any
judgment, order or decree of any Governmental Body, (c) will not require the Consent of any Governmental Body, any party to a Material
Contract or any other Person, except those Consents set forth on Schedule 5.1 hereto, all of which will have been duly obtained,
made or compiled prior to the Amendment Effective Date and which are in full force and effect and (d) will not conflict with, nor
result in any breach in any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted
Encumbrances upon any asset of such Borrower under the provisions of any agreement, instrument, or other document to which such
Borrower is a party or by which it or its property is a party or by which it may be bound.


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5.2           
Formation and Qualification.


(a)            
Each Borrower is duly incorporated or formed, as applicable, and in good standing under the laws of the state listed
on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute
all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property
and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower
has delivered to Agent true and complete copies of its Organizational Documents and will promptly notify Agent of any amendment
or changes thereto.


(b)           
The only Subsidiaries of each Borrower are listed on Schedule 5.2(b).


5.3           
Survival of Representations and Warranties. All representations and warranties of such Borrower contained
in this Agreement and the Other Documents to which it is a party shall be true in all material respects at the time of such Borrower’s
execution of this Agreement and the Other Documents to which it is a party, and shall survive the execution, delivery and acceptance
thereof by the parties thereto and the closing of the transactions described therein or related thereto.


5.4           
Tax Returns. Each Borrower’s federal tax identification number is set forth on Schedule 5.4. Each Borrower
has filed all federal, state and local tax returns and other reports each is required by law to file and has paid all taxes, assessments,
fees and other governmental charges that are due and payable. The provision for taxes on the books of each Borrower is adequate
for all years not closed by applicable statutes, and for its current fiscal year, and no Borrower has any knowledge of any deficiency
or additional assessment in connection therewith not provided for on its books.


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5.5           
Financial Statements. The consolidated balance sheets of Enservco as included in Enservco’s reports
filed with the SEC for the year ended December 31, 2013, and the related statements of income, changes in stockholder’s equity,
and changes in cash flow for the period ended on such date, all accompanied by reports thereon containing opinions without qualification
by independent certified public accountants, copies of which have been delivered to Agent and are available at www.sec.gov, have
been prepared in accordance with GAAP, consistently applied (except for changes in application in which such accountants concur)
and present fairly the financial position of Enservco at such date and the results of their operations for such period. Since December 31,
2013, there has been no material adverse change in the condition, financial or otherwise, of Enservco on a Consolidated Basis as
shown on the consolidated balance sheet as of such date and no material adverse change in the aggregate value of machinery, equipment
and real property owned by Enservco on a Consolidated Basis, except changes in the Ordinary Course of Business, none of which individually
or in the aggregate has been materially adverse which have been reflected on the financial statements subsequently filed with the
SEC.


5.6           
Entity Names. No Borrower has been known by any other company or corporate name, as applicable, in the past
five (5) years and does not sell Inventory under any other name except as set forth on Schedule 5.6, nor has any Borrower been
the surviving corporation or company, as applicable, of a merger or consolidation or acquired all or substantially all of the assets
of any Person during the preceding five (5) years except that Enservco was known as Aspen Exploration Corporation until the effectiveness
of its name change to Enservco on December 30, 2010.


5.7           
O.S.H.A. Environmental Compliance; Flood Insurance.


(a)            
To the best of Borrowers’ knowledge, each Borrower is in compliance with, and its facilities, business, assets,
property, leaseholds, Real Property and equipment are in compliance with the Federal Occupational Safety and Health Act, and Environmental
Laws and there are no outstanding citations, notices or orders of non-compliance issued to any Borrower or relating to its business,
assets, property, leaseholds or equipment under any such laws, rules or regulations except as set forth on Schedule 5.7.


(b)           
Each Borrower has been issued all required federal, state and local licenses, certificates or permits (collectively,
“Approvals”) relating to all applicable Environmental Laws and all such Approvals are current and in full force and
effect.


(c)            
(i) There are no visible signs of releases, spills, discharges, leaks or disposal (collectively referred to
as “Releases”) of Hazardous Materials at, upon, under or within any Real Property or any premises leased by
any Borrower; (ii) there are no underground storage tanks or polychlorinated biphenyls on any premises leased or owned by
any Borrower; (iii) to the best of Borrowers’ knowledge, no premises leased or owned by any Borrower has ever been used
as a treatment, storage or disposal facility of Hazardous Waste; and (iv) to the best of Borrower’s knowledge, no Hazardous
Materials are present on any premises leased or owned by any Borrower, excepting such quantities as are handled in accordance with
all applicable manufacturer’s instructions and governmental regulations and in proper storage containers and as are necessary
for the operation of the commercial business of any Borrower.


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(d)           
All Real Property owned by Borrowers is insured pursuant to policies and other bonds which are valid and in full
force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure
the assets and risks of each such Borrower in accordance with prudent business practice in the industry of such Borrower. To the
extent Agent has a perfected Lien in the Real Property of any Borrower, such Borrower has taken all actions required under the
Flood Laws and/or requested by Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to
the Collateral, including, but not limited to, providing Agent with the address and/or GPS coordinates of each structure located
upon any Real Property that will be subject to a Mortgage in favor of Agent, for the benefit of Lenders, and, to the extent required,
obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral.


5.8           
Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance.


(a)            
Each Borrower is solvent, is able to pay its debts as they mature, has capital sufficient to carry on its business
and all businesses in which it is about to engage, and (i) as of the Amendment Effective Date, the fair present saleable value
of the assets of each Borrower, calculated on a going concern basis, is in excess of the amount of the liabilities of such Borrower
and (ii) subsequent to the Amendment Effective Date, the fair saleable value of the assets of each Borrower (calculated on
a going concern basis) will be in excess of the amount of the liabilities of such Borrower.


(b)           
Except as disclosed in Schedule 5.8(b)(i), no Borrower has any pending or threatened litigation, arbitration, actions
or proceedings that we believe will have a Material Adverse Effect on the business or financial condition of any Borrower. No Borrower
has any outstanding Indebtedness other than the Obligations, except for (i) Indebtedness disclosed in Schedule 5.8(b)(ii) and (ii)
Indebtedness otherwise permitted under Section 7.8 hereof.


(c)            
To the best of Borrowers’ knowledge, no Borrower is in violation of any applicable statute, law, rule, regulation
or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower in violation
of any order of any court, Governmental Body or arbitration board or tribunal. To the best of Borrowers’ knowledge, each
Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state laws.


(d)           
No Borrower or any member of the Controlled Group maintains or is required to contribute to any Plan other than those
listed on Schedule 5.8(d) hereto. (i) Each Borrower and each member of the Controlled Group has met all applicable minimum funding
requirements under Section 302 of ERISA and Section 412 of the Code in respect of each Plan, and each Plan is in compliance with
Sections 412, 430 and 436 of the Code and Sections 206(g), 302 and 303 of ERISA, without regard to waivers and variances; (ii)
each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined
by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal
income tax under Section 501(a) of the Code or an application for such a determination is currently being processed by the Internal
Revenue Code; (iii) neither any Borrower nor any member of the Controlled Group has incurred any liability to the PBGC other than
for the payment of premiums, and there are no premium payments which have become due which are unpaid; (iv) no Plan has been terminated
by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings
under Title IV of ERISA to terminate any Plan; (v) to the best of Borrowers’ knowledge, the current value of the assets of
each Plan exceeds the present value of the accrued benefits and other liabilities of such Plan and neither any Borrower nor any
member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued
benefits and other liabilities; (vi) to the best of Borrowers’ knowledge, neither any Borrower nor any member of the Controlled
Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan; (vii) neither
any Borrower nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4971, 4972
or 4980B of the Code, and no fact exists which could give rise to any such liability; (viii) neither any Borrower nor any member
of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction”
described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination
Event with respect to any such Plan which is subject to ERISA; (ix) no Termination Event has occurred or is reasonably expected
to occur; (x) there exists no event described in Section 4043 of ERISA, for which the thirty (30) day notice period has not been
waived; (xi) neither any Borrower nor any member of the Controlled Group has engaged in a transaction that could be subject to
Section 4069 or 4212(c) of ERISA; (xii) neither any Borrower nor any member of the Controlled Group maintains or is required to
contribute to any Plan which provides health, accident or life insurance benefits to former employees, their spouses or dependents,
other than in accordance with Section 4980B of the Code; (xiii) neither any Borrower nor any member of the Controlled Group has
withdrawn, completely or partially, within the meaning of Section 4203 or 4205 of ERISA, from any Multiemployer Plan so as to incur
liability under the Multiemployer Pension Plan Amendments Act of 1980 and there exists no fact which would reasonably be expected
to result in any such liability; and (xiv) to the best of Borrowers’ knowledge, no Plan fiduciary (as defined in Section
3(21) of ERISA) has any liability for breach of fiduciary duty or for any failure in connection with the administration or investment
of the assets of a Plan.


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5.9            Patents,
Trademarks, Copyrights and Licenses. Except for non-exclusive licenses granted to its customers in the ordinary course of
business and over-the-counter software that is commercially available to the public, all material. Intellectual Property
owned or utilized by any Borrower: (i) is set forth on Schedule 5.9; (ii) is valid and has been duly registered or filed
with all appropriate Governmental Bodies; and (iii) constitutes all of the intellectual property rights which are necessary
for the operation of its business. There is no objection to, pending challenge to the validity of, or proceeding by
any Governmental Body to suspend, revoke, terminate or adversely modify, any such Intellectual Property and no Borrower is
aware of any grounds for any challenge or proceedings. All of such Intellectual Property owned or held by any Borrower
consists of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the
proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of
creation or acquisition thereof.


5.10        
Licenses and Permits. Except as set forth in Schedule 5.10 and subject to Section 5.7(b), each Borrower (a)
is in compliance with and (b) has procured and is now in possession of, all material licenses or permits required by any applicable
federal, state or local law, rule or regulation for the operation of its business in each jurisdiction wherein it is now conducting
or proposes to conduct business and where the failure to procure such licenses or permits could reasonably be expected to have
a Material Adverse Effect.


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5.11        
Default of Indebtedness. No Borrower is in default in the payment of the principal of or interest on any Indebtedness
or under any instrument or agreement under or subject to which any Indebtedness has been issued and to the best of Borrowers’
knowledge, no event has occurred under the provisions of any such instrument or agreement which with or without the lapse of time
or the giving of notice, or both, constitutes or would constitute an event of default thereunder, in either case which default
would have a Material Adverse Effect.


5.12        
No Default. No Borrower is in default in the payment or performance of any of its contractual obligations
and no Default or Event of Default has occurred which default would have a Material Advise Effect.


5.13        
No Burdensome Restrictions. No Borrower is party to any contract or agreement the performance of which could
reasonably be expected to have a Material Adverse Effect. True and complete copies of all Material Contracts to which each Borrower
is a party or to which it or any of its properties is subject are publicly available at www.sec.gov. No Borrower has agreed or
consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now
owned or hereafter acquired, to be subject to a Lien which is not a Permitted Encumbrance.


5.14        
No Labor Disputes. No Borrower is involved in any labor dispute; there are no strikes or walkouts or union
organization of any Borrower’s employees threatened or in existence and no labor contract is scheduled to expire during the
Term other than as set forth on Schedule 5.14 hereto.


5.15        
Margin Regulations. No Borrower is engaged, nor will it engage, principally or as one of its important activities,
in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock”
within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve
System as now and from time to time hereafter in effect. No part of the proceeds of any Advance will be used for “purchasing”
or “carrying” “margin stock” as defined in Regulation U of such Board of Governors.


5.16        
Investment Company Act. No Borrower is an “investment company” registered or required to be registered
under the Investment Company Act of 1940, as amended, nor is it controlled by such a company.


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5.17        
Disclosure. No representation or warranty made by any Borrower in this Agreement or in any financial statement,
report, certificate or any other document furnished in connection herewith contains any untrue statement of a material fact or
omits to state any material fact necessary to make the statements herein or therein not misleading. There is no fact known to any
Borrower or which reasonably should be known to such Borrower which such Borrower has not disclosed to Agent in writing with respect
to the transactions contemplated by this Agreement which could reasonably be expected to have a Material Adverse Effect.


5.18        
[Reserved].


5.19        
[Reserved].


5.20        
Swaps. No Borrower is a party to, nor will it be a party to, any swap agreement whereby such Borrower has
agreed or will agree to swap interest rates or currencies unless same provides that damages upon termination following an event
of default thereunder are payable on an unlimited “two-way basis” without regard to fault on the part of either party.


5.21        
Business and Property of Borrowers. Upon and after the Amendment Effective Date, Borrowers do not propose
to engage in any business other than: (i) the business of providing oil field services to the domestic on-shore oil and gas industry
and activities necessary to conduct the foregoing, (ii) ownership and management of working and royalty interests in certain wells
producing oil and natural gas in North Dakota, (iii) ownership and operation of three salt water disposal wells, and (iv) ownership,
management, and maintenance of certain Real Estate. On the Amendment Effective Date, each Borrower will own all the property and
possess all of the rights and Consents necessary for the conduct of the business of such Borrower.


5.22        
Ineligible Securities. Borrowers do not intend to use and shall not use any portion of the proceeds of the
Advances, directly or indirectly, to purchase during the underwriting period, or for 30 days thereafter, Ineligible Securities
being underwritten by a securities Affiliate of Agent or any Lender.


5.23        
Federal Securities Laws. Enservco’s common stock is registered under Section 12(b) of the Exchange Act,
and Enservco files reports pursuant thereto. No other Borrower nor any of its Subsidiaries (i) is required to file periodic
reports under the Exchange Act, (ii) has any securities registered under the Exchange Act or (iii) has filed a registration
statement that has not yet become effective under the Securities Act.


5.24        
Equity Interests. The authorized and outstanding Equity Interests of each Borrower, and each legal and beneficial
holder thereof as of the Amendment Effective Date, are (for Enservco) as set forth in the reports that Enservco has filed with
the SEC as of the dates thereof and (for each other Borrower) as set forth on Schedule 5.24(a) hereto. All of the Equity Interests
of each Borrower have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and
delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and
regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations with
respect to Equity Interests of Enservco set forth in the reports that Enservco has filed with the SEC (as of the dates thereof),
there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Borrower or any of the shareholders
of any Borrower is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive
rights held by any Person with respect to the Equity Interests of Borrowers. Except as permitted under currently approved equity
plans set forth in the reports that Enservco has filed with the SEC or as otherwise described in such reports (as of the dates
thereof), Borrowers have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options,
warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.


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5.25        
Commercial Tort Claims. No Borrower has any commercial tort claims except as set forth on Schedule 5.25 hereto.


5.26        
Letter of Credit Rights. As of the Amendment Effective Date, no Borrower has any letter of credit rights except
as set forth on Schedule 5.26 hereto.


5.27        
Material Contracts. Schedule 5.27 sets forth all Material Contracts of the Borrowers. All Material Contracts
are in full force and effect and no material defaults currently exist thereunder.


VI.           
AFFIRMATIVE COVENANTS.


Each Borrower shall, until
payment in full of the Obligations and termination of this Agreement:


6.1           
Compliance with Laws. Comply in all material respects with all Applicable Laws with respect to the Collateral
or any part thereof or to the operation of such Borrower’s business the non-compliance with which could reasonably be expected
to have a Material Adverse Effect (except to the extent any separate provision of this Agreement shall expressly require compliance
with any particular Applicable Law(s) pursuant to another standard). Each Borrower may, however, contest or dispute any Applicable
Laws in any reasonable manner, provided that any related Lien is inchoate or stayed and sufficient reserves are established to
the reasonable satisfaction of Agent to protect Agent’s Lien on or security interest in the Collateral.


6.2           
Conduct of Business and Maintenance of Existence and Assets. (a) Conduct continuously and operate actively
its business according to good business practices and maintain all of its properties useful or necessary in its business in good
working order and condition (reasonable wear and tear excepted and except as may be disposed of in accordance with the terms of
this Agreement), including all Intellectual Property and take all actions necessary to enforce and protect the validity of any
intellectual property right or other right included in the Collateral; (b) keep in full force and effect its existence and comply
in all material respects with the laws and regulations governing the conduct of its business where the failure to do so could reasonably
be expected to have a Material Adverse Effect; and (c) make all such reports and pay all such franchise and other taxes and license
fees and do all such other acts and things as may be lawfully required to maintain its rights, licenses, leases, powers and franchises
under the laws of the United States or any political subdivision thereof.


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6.3           
Books and Records. Keep proper books of record and account in which full, true and correct entries will be
made of all dealings or transactions of or in relation to its business and affairs (including without limitation accruals for taxes,
assessments, Charges, levies and claims, allowances against doubtful Receivables and accruals for depreciation, obsolescence or
amortization of assets), all in accordance with, or as required by, GAAP consistently applied in the opinion of such independent
public accountant as shall then be regularly engaged by Borrowers.


6.4           
Payment of Taxes. Pay, when due, all taxes, assessments and other Charges lawfully levied or assessed upon
such Borrower or any of the Collateral, including real and personal property taxes, assessments and charges and all franchise,
income, employment, social security benefits, withholding, and sales taxes. If any tax by any Governmental Body is or may be imposed
on or as a result of any transaction between any Borrower and Agent or any Lender which Agent or any Lender may be required to
withhold or pay or if any taxes, assessments, or other Charges remain unpaid after the date fixed for their payment, or if any
claim shall be made which, in Agent’s or any Lender’s opinion, may possibly create a valid Lien on the Collateral,
Agent may without notice to Borrowers pay the taxes, assessments or other Charges and each Borrower hereby indemnifies and holds
Agent and each Lender harmless in respect thereof. The amount of any payment by Agent under this Section 6.4 shall be charged to
Borrowers’ Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations and, until Borrowers
shall furnish Agent with an indemnity therefor (or supply Agent with evidence satisfactory to Agent that due provision for the
payment thereof has been made), Agent may hold without interest any balance standing to Borrowers’ credit and Agent shall
retain its security interest in and Lien on any and all Collateral held by Agent.


6.5           
Financial Covenants.


(a)            
Fixed Charge Coverage Ratio. Cause to be maintained as of the last day of each fiscal quarter of Borrowers
(the “compliance test date” as used in this Section 6.5), commencing with the fiscal quarter of Borrowers ending September 30,
2014, a Fixed Charge Coverage Ratio of not less than 1.15 to 1.00. For the purpose of this covenant, the Fixed Charge Coverage
Ratio shall be determined on the basis of the trailing twelve-month period ended on the applicable quarterly compliance test date.


(b)           
Leverage Ratio. Maintain as of the end of each fiscal quarter a ratio of Funded Debt to Adjusted EBITDA of
not greater than 2.75 to 1.00.


6.6           
Insurance.


(a)            
(i) Keep all its insurable properties and properties in which such Borrower has an interest insured against the hazards
of fire, flood, sprinkler leakage, those hazards covered by extended coverage insurance and such other hazards, and for such amounts,
as is customary in the case of companies engaged in businesses similar to such Borrower’s including business interruption
insurance; (ii) maintain a bond or insurance coverage in such amounts as is customary in the case of companies engaged in businesses
similar to such Borrower insuring against larceny, embezzlement or other criminal misappropriation of insured’s officers
and employees who may either singly or jointly with others at any time have access to the assets or funds of such Borrower either
directly or through authority to draw upon such funds or to direct generally the disposition of such assets; (iii) maintain public
and product liability insurance against claims for personal injury, death or property damage suffered by others; (iv) maintain
all such worker’s compensation or similar insurance as may be required under the laws of any state or jurisdiction in which
such Borrower is engaged in business; (v) furnish Agent with (A) copies of all policies and evidence of the maintenance of such
policies as requested by the Agent, and (B) appropriate loss payable endorsements in form and substance satisfactory to Agent,
naming Agent as an additional insured and mortgagee and/or lender loss payee (as applicable) as its interests may appear with respect
to all insurance coverage referred to in clauses (i), and (iii) and (v) above, and providing (I) that all proceeds thereunder shall
be payable to Agent, (II) no such insurance shall be affected by any act or neglect of the insured or owner of the property described
in such policy, and (III) that such policy and loss payable clauses may not be cancelled, amended or terminated unless at least
thirty (30) days prior written notice is given to Agent (or in the case of non-payment, at least ten (10) days prior written notice).
In the event of any loss thereunder, the carriers named therein hereby are directed by Agent and the applicable Borrower to make
payment for such loss to Agent and not to such Borrower and Agent jointly. If any insurance losses are paid by check, draft or
other instrument payable to any Borrower and Agent jointly, Agent may endorse such Borrower’s name thereon and do such other
things as Agent may deem advisable to reduce the same to cash.


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(b)           
To the extent Agent has a perfected Lien in the Real Property of any Borrower, such Borrower shall take all actions
required under the Flood Laws and/or requested by Agent to assist in ensuring that each Lender is in compliance with the Flood
Laws applicable to the Collateral, including, but not limited to, providing Agent with the address and/or GPS coordinates of each
structure on any real property that will be subject to a mortgage in favor of Agent, for the benefit of Lenders, and, to the extent
required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents
becoming Collateral, and thereafter maintaining such flood insurance in full force and effect for so long as required by the Flood
Laws.


(c)            
Agent is hereby authorized to adjust and compromise claims under insurance coverage referred to in Sections 6.6(a)(i),
and (iii) and (v) and 6.6(b) above. All loss recoveries received by Agent under any such insurance may be applied to the Obligations,
in such order as Agent in its sole discretion shall determine. Any surplus shall be paid by Agent to Borrowers or applied as may
be otherwise required by law. Any deficiency thereon shall be paid by Borrowers to Agent, on demand. If any Borrower fails to obtain
insurance as hereinabove provided, or to keep the same in force, Agent, if Agent so elects, may obtain such insurance and pay the
premium therefor on behalf of such Borrower, which payments shall be charged to Borrowers’ Account and constitute part of
the obligations.


6.7           
Payment of Indebtedness and Leasehold Obligations. Pay, discharge or otherwise satisfy (i) at or before maturity
(subject, where applicable, to specified grace periods) all its Indebtedness, except when the failure to do so could not reasonably
be expected to have a Material Adverse Effect or when the amount or validity thereof is currently being Properly Contested, subject
at all times to any applicable subordination arrangement in favor of Lenders and (ii) when due its rental obligations under all
leases under which it is a tenant, and shall otherwise comply, in all material respects, with all other terms of such leases and
keep them in full force and effect.


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6.8           
Environmental Matters.


(a)            
Ensure that the Real Property and all operations and businesses conducted thereon are in compliance and remain in
compliance in all material respects with applicable Environmental Laws and manage any and all Hazardous Materials on any Real Property
in compliance with Environmental Laws.


(b)           
Establish and maintain an environmental management and compliance system to assure and monitor continued compliance
with all applicable Environmental Laws, including periodic environmental compliance audits conducted by knowledgeable environmental
professionals and review of potential violations and violations of Environmental Laws with legal counsel to determine reporting
requirements and required corrective actions. Unless a Default or an Event of Default shall have occurred and be continuing, Agent
may request an environmental site assessment or environmental compliance audit at Borrowers’ expense only if Agent reasonably
believes or has reason to believe that a reportable Hazardous Discharge has occurred at the Real Property.


(c)            
Respond promptly to any material Hazardous Discharge or Environmental Complaint and take all necessary action in
order to safeguard the health of any Person and to avoid subjecting the Collateral or Real Property to any Lien. If any Borrower
shall fail to respond promptly to any material Hazardous Discharge or Environmental Complaint or any Borrower shall fail to comply
with any of the material requirements of any Environmental Laws, Agent on behalf of Lenders may, but without the obligation to
do so, for the sole purpose of protecting Agent’s interest in the Collateral and following written notice to the Borrowers
of not less than two (2) Business Days: (i) give such notices or (ii) enter onto the Real Property (or authorize third parties
to enter onto the Real Property) and take such actions as Agent (or such third parties as directed by Agent) deem reasonably necessary
or advisable, to remediate, remove, mitigate or otherwise manage any such Hazardous Discharge or Environmental Complaint. All reasonable
costs and expenses incurred by Agent and Lenders (or such third parties) in the exercise of any such rights, including any sums
paid in connection with any judicial or administrative investigation or proceedings, fines and penalties, together with interest
thereon from the date expended at the Default Rate for Domestic Rate Loans constituting Revolving Advances shall be paid upon demand
by Borrowers, and until paid shall be added to and become a part of the Obligations secured by the Liens created by the terms of
this Agreement or any other agreement between Agent, any Lender and any Borrower.


(d)           
Promptly upon the written request of Agent from time to time, Borrowers shall provide Agent, at Borrowers’
expense, with an environmental site assessment or environmental compliance audit report prepared by an environmental engineering
firm acceptable in the reasonable opinion of Agent, to assess with a reasonable degree of certainty the existence of a reportable
Hazardous Discharge and the potential costs in connection with abatement, remediation and removal of any Hazardous Materials found
on, under, at or within the Real Property. Any report or investigation of such Hazardous Discharge proposed and acceptable to the
responsible Governmental Body shall be acceptable to Agent. If such estimates, individually or in the aggregate, exceed $100,000,
Agent shall have the right to require Borrowers to post a bond, letter of credit or other security reasonably satisfactory to Agent
to secure payment of these costs and expenses. Unless a Default or an Event of Default shall have occurred and be continuing, Agent
may request an environmental site assessment or environmental compliance audit at Borrowers’ expense only if Agent reasonably
believes or has reason to believe that a reportable Hazardous Discharge has occurred at the Real Property.


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6.9           
Standards of Financial Statements. Cause all financial statements referred to in Sections 9.7, 9.8, 9.9, 9.10,
9.11, 9.12, and 9.13 as to which GAAP is applicable to be complete and correct in all material respects (subject, in the case of
interim financial statements, to normal year-end audit adjustments) and (except as to the financial statements referred to in Section
9.9) to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein
(except as disclosed therein and agreed to by such reporting accountants or officer, as applicable).


6.10        
Federal Securities Laws. Promptly notify Agent in writing if any Borrower or any of their Subsidiaries (i)
registers any securities under the Exchange Act or (ii) files a registration statement under the Securities Act.


6.11        
Execution of Supplemental Instruments. Execute and deliver to Agent from time to time, upon demand, such supplemental
agreements, statements, assignments and transfers, or instructions or documents relating to the Collateral, and such other instruments
as Agent may request, in order that the full intent of this Agreement may be carried into effect.


6.12        
Exercise of Rights. Enforce all of its rights under the Acquisition Agreement and any indemnification agreement
executed in connection therewith including, but not limited to, all indemnification rights and pursue all remedies available to
it with diligence and in good faith in connection with the enforcement of any such rights.


6.13        
Government Receivables. Take all steps necessary to protect Agent’s interest in the Collateral under
the Federal Assignment of Claims Act, the Uniform Commercial Code and all other applicable state or local statutes or ordinances
and deliver to Agent appropriately endorsed, any instrument or chattel paper connected with any Receivable arising out of any contract
between any Borrower and the United States, any state or any department, agency or instrumentality of any of them.


6.14        
Membership/Partnership Interests. Designate and shall cause all of their Subsidiaries to designate (a) their
limited liability company membership interests or partnership interests as the case may be, as securities as contemplated by the
definition of “security” in Section 8-102(15) and Section 8-103 of Article 8 of the Uniform Commercial Code, and (b)
certificate such limited liability company membership interests and partnership interests, as applicable.


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6.15        
Keepwell. If it is a Qualified ECP Loan Party, then jointly and severally, together with each other Qualified
ECP Loan Party, hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap
Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and
not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying
Party to honor all of such Non Qualifying Party’s obligations under this Agreement or any Other Document in respect of Swap
Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 6.15 for the maximum
amount of such liability that can be hereby incurred without rendering its obligations under this Section 6.15, or otherwise under
this Agreement or any Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance
or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 6.15
shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the Other
Documents. Each Qualified ECP Loan Party intends that this Section 6.15 constitute, and this Section 6.15 shall be deemed to constitute,
a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Borrower
and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.


6.16        
Vehicle Titles. Cause Agent to be named as the sole registered lien holder on each certificate of title to
each material (as determined by Agent in its Permitted Discretion) item of rolling stock of Borrowers, with such process having
been started in coordination with the release of such Liens by Borrowers’ prior lender with the intention to have commenced
such process within sixty (60) days after the Closing Date and thereafter diligently pursued by Agent and Borrowers.


VII.         
NEGATIVE COVENANTS.


No Borrower shall, until
satisfaction in full of the Obligations and termination of this Agreement:


7.1           
Merger, Consolidation, Acquisition and Sale of Assets.


(a)            
Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial
portion of the assets or Equity Interests of any Person or permit any other Person to consolidate with or merge with it in any
manner that would have a Material Adverse Effect, except any Borrower may merge, consolidate or reorganize with another Borrower
or acquire the assets or Equity Interest of another Borrower so long as such Borrower provides Agent with ten (10) days prior written
notice of such merger, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, consolidation
or reorganization.


(b)           
Sell, lease, transfer or otherwise dispose of any material portion of its properties or assets, except (i) the disposition
or transfer of obsolete and worn-out equipment in the Ordinary Course of Business during any fiscal year having an aggregate fair
market value of not more than $1,250,000 and only to the extent that the proceeds of any such disposition are used to acquire replacement
equipment which is subject to Agent’s first priority security interest and (ii) any other sales or dispositions expressly
permitted by this Agreement.


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7.2           
Creation of Liens. Create or suffer to exist any Lien or transfer upon or against any of its property or assets
now owned or hereafter created or acquired, except Permitted Encumbrances.


7.3           
Guarantees. Become liable upon the obligations or liabilities of any Person by assumption, endorsement or
guaranty thereof or otherwise (other than to Lenders) except the endorsement of checks in the Ordinary Course of Business.


7.4           
Investments. Purchase or acquire obligations or Equity Interests of, or any other interest in, any Person,
other than Permitted Investments.


7.5           
Loans. Make advances, loans or extensions of credit to any Person, including any Parent, Subsidiary or Affiliate
other than Permitted Loans.


7.6           
[Reserved].


7.7           
Dividends. No Borrower shall declare, pay or make any cash dividend or distribution on any of its Equity Interests
or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its Equity Interests, or
of any options to purchase or acquire any of its Equity Interests except (i) dividends or distributions from a Subsidiary
of a Borrower to a Borrower and (ii) dividends or distributions to Enservco (x) to enable Enservco to pay costs of overhead
related to its status as owner of Dillco and Heat Waves, and (y) to enable Enservco to pay taxes related to the income of
its Subsidiaries and (iii) dividends or distributions (in amounts and on terms acceptable to Agent) pursuant to a certificate of
designation of preferred stock which Agent has approved in writing.


7.8           
Indebtedness. Create, incur, assume or suffer to exist any Indebtedness other than Permitted Indebtedness.


7.9           
Nature of Business. Substantially change the nature of the business in which it is presently engaged, nor
except as specifically permitted hereby purchase or invest, directly or indirectly, in any assets or property other than in the
Ordinary Course of Business for assets or property which are useful in, necessary for and are to be used in its business as presently
conducted.


7.10        
Transactions with Affiliates. Directly or indirectly, purchase, acquire or lease any property from, or sell,
transfer or lease any property to, or otherwise enter into any transaction or deal with, any Affiliate, except transactions disclosed
to the Agent or which have been disclosed in reports that Enservco has filed or may in the future file with the SEC, which are
in the Ordinary Course of Business, on an arm’s-length basis on terms and conditions no less favorable than terms and conditions
which would have been obtainable from a Person other than an Affiliate.


7.11        
Leases. Enter as lessee into any lease arrangement for real or personal property if after giving effect thereto,
aggregate annual rental payments for all leased property would exceed $500,000 in any one fiscal year in the aggregate for all
Borrowers except to the extent in effect on the Amendment Effective Date or which are entered into to replace or renew existing
leases.


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7.12        
Subsidiaries.


(a)            
Form any Subsidiary unless (i) such Subsidiary expressly joins in this Agreement as a borrower hereunder or
guarantor hereof and thereby becomes jointly and severally liable for the obligations of Borrowers hereunder, under the Notes,
and under any other agreement between any Borrower and Lenders and (ii) Agent shall have received all documents, including
legal opinions, it may reasonably require to establish compliance with each of the foregoing conditions.


(b)           
Enter into any partnership, joint venture or similar arrangement.


7.13        
Fiscal Year and Accounting Changes. Change its fiscal year from December 31st or make any significant
change (i) in accounting treatment and reporting practices except as required by GAAP or (ii) in tax reporting treatment except
as required by law.


7.14        
Pledge of Credit. Now or hereafter pledge Agent’s or any Lender’s credit on any purchases, commitments
or contracts or for any purpose whatsoever or use any portion of any Advance in or for any business other than such Borrower’s
business operations as conducted on the Amendment Effective Date.


7.15        
Amendment of Organizational Documents. (i) Change its legal name, (ii) change its form of legal entity (e.g.,
converting from a corporation to a limited liability company or vice versa), (iii) change its jurisdiction of organization or become
(or attempt or purport to become) organized in more than one jurisdiction, or (iv) otherwise amend, modify or waive any term or
material provision of its Organizational Documents unless required by law, in any such case without (x) giving at least thirty
(30) days prior written notice of such intended change to Agent, (y) having received from Agent confirmation that Agent has taken
all steps necessary for Agent to continue the perfection of and protect the enforceability and priority of its Liens in the Collateral
belonging to such Borrower and in the Equity Interests of such Borrower and (z) in any case under clause (iv), having received
the prior written consent of Agent and Required Lenders to such amendment, modification or waiver.


7.16        
Compliance with ERISA. (i) (x) Maintain, or permit any member of the Controlled Group to maintain, or (y)
become obligated to contribute, or permit any member of the Controlled Group to become obligated to contribute, to any Plan, other
than those Plans disclosed on Schedule 5.8(d), (ii) engage, or permit any member of the Controlled Group to engage, in any non-exempt
“prohibited transaction,” as that term is defined in Section 406 of ERISA or Section 4975 of the Code, (iii) terminate,
or permit any member of the Controlled Group to terminate, any Plan where such event could result in any liability of any Borrower
or any member of the Controlled Group or the imposition of a lien on the property of any Borrower or any member of the Controlled
Group pursuant to Section 4068 of ERISA, (iv) incur, or permit any member of the Controlled Group to incur, any withdrawal liability
to any Multiemployer Plan; (v) fail promptly to notify Agent of the occurrence of any Termination Event, (vi) fail to comply, or
permit a member of the Controlled Group to fail to comply, with the requirements of ERISA or the Code or other Applicable Laws
in respect of any Plan, (vii) fail to meet, permit any member of the Controlled Group to fail to meet, or permit any Plan to fail
to meet all minimum funding requirements under ERISA and the Code, without regard to any waivers or variances, or postpone or delay
or allow any member of the Controlled Group to postpone or delay any funding requirement with respect of any Plan, or (viii) cause,
or permit any member of the Controlled Group to cause, a representation or warranty in Section 5.8(d) to cease to be true and correct.


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7.17        
Prepayment of Indebtedness. At any time, directly or indirectly, prepay any Indebtedness (other than to Lenders),
or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Borrower other than as contemplated in Section 2.21,
above.


7.18        
[Reserved].


7.19        
[Reserved].


7.20        
Membership / Partnership Interests. Designate or permit any of their Subsidiaries to (a) treat their limited
liability company membership interests or partnership interests, as the case may be, as securities as contemplated by the definition
of “security” in Section 8-102(15) and by Section 8-103 of Article 8 of the Uniform Commercial Code or (b) certificate
their limited liability membership interests or partnership interests, as applicable.


VIII.       
CONDITIONS PRECEDENT.


8.1           
Conditions to Initial Advances. The agreement of Lenders to make the initial Advances requested to be made
on the Amendment Effective Date is subject to the satisfaction, or waiver by Agent, immediately prior to or concurrently with the
making of such Advances, of the following conditions precedent:


(a)            
Loan Documents. Agent shall have received this Agreement and each of the other Documents, each duly executed
and delivered by an authorized officer of each Borrower or Guarantor party thereto;


(b)           
Filings, Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement)
required by this Agreement, any related agreement or under law or reasonably requested by the Agent to be filed, registered or
recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the Collateral shall have been properly
filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested,
and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or
recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto except with respect
to vehicle titles which shall be dealt with as contemplated in Section 6.16;


(c)            
Corporate or Company Proceedings of Borrowers. Agent shall have received a copy of the resolutions in form
and substance reasonably satisfactory to Agent, of the Board of Directors, Board of Managers or Managing Member of each Borrower
authorizing (i) the execution, delivery and performance of this Agreement and any Other Documents to which such Borrower is
a party and (ii) the granting by each Borrower of the security interests in and liens upon the Collateral in each case certified
by the Secretary or an Assistant Secretary of each Borrower as of the Amendment Effective Date; and, such certificate shall state
that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate;


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(d)           
Incumbency Certificates of Borrowers. Agent shall have received a certificate of the Secretary or an Assistant
Secretary of each Borrower, dated the Amendment Effective Date, as to the incumbency and signature of the officers of each Borrower
executing this Agreement, the Other Documents, any certificate or other documents to be delivered by it pursuant hereto, together
with evidence of the incumbency of such Secretary or Assistant Secretary;


(e)            
Certificates. Agent shall have received a copy of the Articles or Certificate of Incorporation or Formation
of each Borrower and all amendments thereto, certified by the Secretary of State or other appropriate official of its jurisdiction
of incorporation or formation together with copies of the By-Laws or Operating Agreement of each Borrower and all agreements of
each Borrower’s shareholders or members certified as accurate and complete by the Secretary of each Borrower;


(f)            
Good Standing Certificates. Agent shall have received good standing certificates for each Borrower dated not
more than 30 days prior to the Amendment Effective Date, issued by the Secretary of State or other appropriate official of each
Borrower’s jurisdiction of incorporation or formation and each jurisdiction where the conduct of each Borrower’s business
activities or the ownership of its properties necessitates qualification;


(g)           
Legal Opinion. Agent shall have received the executed legal opinion of Burns, Figa & Will, P.C. in form
and substance satisfactory to Agent which shall cover such matters incident to the transactions contemplated by this Agreement
and the Other Documents as Agent may reasonably require;


(h)           
No Litigation. (i) No litigation, investigation or proceeding before or by any arbitrator or Governmental
Body shall be continuing or threatened against any Borrower or against the officers or directors of any Borrower (A) in connection
with this Agreement, the Other Documents or any of the transactions contemplated thereby and which, in the reasonable opinion of
Agent, is deemed material or (B) which could, in the reasonable opinion of Agent, have a Material Adverse Effect; and (ii) no
injunction, writ, restraining order or other order of any nature materially adverse to any Borrower or the conduct of its business
or inconsistent with the due consummation of the transactions contemplated hereunder shall have been issued by any Governmental
Body;


(i)             
Financial Condition Certificates. Agent shall have received an executed Financial Condition Certificate in
the form of Exhibit 8.1(i).


(j)             
Collateral Examination. Agent shall have completed Collateral examinations and received appraisals, the results
of which shall be satisfactory in form and substance to Lenders, of the Receivables, equipment and other assets of each Borrower
and of all books and records in connection therewith;


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(k)           
Fees. Agent shall have received all fees payable to Agent and Lenders on or prior to the Amendment Effective
Date hereunder, including pursuant to Article III hereof;


(l)             
Insurance. Agent shall have received in form and substance satisfactory to Agent, certified copies of Borrowers’
casualty insurance policies, together with loss payable endorsements on Agent’s standard form of loss payee endorsement naming
Agent as loss payee, and certified copies of Borrowers’ liability insurance policies, together with endorsements naming Agent
as an additional insured;


(m)         
[Reserved].


(n)           
Payment Instructions. Agent shall have received written instructions from Borrowing Agent directing the application
of proceeds of the initial Advances made pursuant to this Agreement;


(o)           
Blocked Accounts. Agent shall have received duly executed springing exclusive control agreements establishing
the Blocked Accounts or Depository Accounts with financial institutions acceptable to Agent for the collection or servicing of
the Receivables and proceeds of the Collateral;


(p)           
Consents. Agent shall have received any and all Consents necessary to permit the effectuation of the transactions
contemplated by this Agreement and the Other Documents; and, Agent shall have received such Consents and waivers of such third
parties as might assert claims with respect to the Collateral, as Agent and its counsel shall deem necessary;


(q)           
No Adverse Material Change. (i) since June 30, 2014, there shall not have occurred any event, condition
or state of facts which could reasonably be expected to have a Material Adverse Effect and (ii) no representations made or
information supplied to Agent or Lenders shall have been proven to be inaccurate or misleading in any material respect;


(r)            
Capital Structure. Agent, in its Permitted Discretion, shall have been satisfied with its review of the capital
structure of the Borrowers;


(s)            
Leasehold Agreements. Agent shall have received landlord, mortgagee or warehouseman agreements satisfactory
to Agent with respect to all premises leased by Borrowers at which Inventory, equipment or books and records are located, or Agent
shall have established a reserve against availability under the Revolving Advances facility in an amount equal to three (3) months’
rent for any such premises for which Agent did not receive such an agreement;


(t)             
Contract Review. Agent shall have reviewed all material contracts of Borrowers including MSAs, leases, union
contracts, labor contracts, vendor supply contracts, license agreements and distributorship agreements, and all such material contracts
and agreements shall be satisfactory in all respects to Agent;


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(u)           
Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer
of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement
and the Other Documents are true and correct on and as of such date, (ii) Borrowers are on such date in compliance with all
the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of
Default has occurred or is continuing;


(v)           
Borrowing Base. Agent shall have received evidence from Borrowers that the aggregate amount of Eligible Receivables
and Eligible Equipment is sufficient in value and amount to support Advances in the amount requested by Borrowers on the Amendment
Effective Date;


(w)          
[Reserved].


(x)           
Compliance with Laws. Agent shall be reasonably satisfied that each Borrower is in compliance with all Applicable
Laws; and


(y)           
Other. All corporate and other proceedings, and all documents, instruments and other legal matters in connection
with the transactions contemplated hereunder shall be satisfactory in form and substance to Agent and its counsel.


8.2           
Conditions to Each Advance. The agreement of Lenders to make any Advance requested to be made on any date
(including the initial Advance), is subject to the satisfaction of the following conditions precedent as of the date such Advance
is made:


(a)            
Representations and Warranties. Each of the representations and warranties made by any Borrower in or pursuant
to this Agreement, the Other Documents and any related agreements to which it is a party, and each of the representations and warranties
contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Agreement,
the Other Documents or any related agreement shall be true and correct in all respects on and as of such date as if made on and
as of such date (except to the extent any such representation or warranty expressly relates only to any earlier and/or specified
date);


(b)           
No Default. No Event of Default or Default shall have occurred and be continuing on such date, or would exist
after giving effect to the Advances requested to be made, on such date; provided, however that Agent, in its sole discretion, may
continue to make Advances notwithstanding the existence of an Event of Default or Default and that any Advances so made shall not
be deemed a waiver of any such Event of Default or Default; and


(c)            
Maximum Advances. In the case of any type of Advance requested to be made, after giving effect thereto, the
aggregate amount of such type of Advance shall not exceed the maximum amount of such type of Advance permitted under this Agreement.


Each request for an Advance
by any Borrower hereunder shall constitute a representation and warranty by each Borrower as of the date of such Advance that the
conditions contained in this subsection shall have been satisfied.


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IX.           
INFORMATION AS TO BORROWERS.


Each Borrower shall, or
(except with respect to Section 9.11) shall cause Borrowing Agent on its behalf to, until satisfaction in full of the Obligations
and the termination of this Agreement:


9.1           
Disclosure of Material Matters. Immediately upon learning thereof, report to Agent all matters materially
affecting the value, enforceability or collectability of any portion of the Collateral, including any Borrower’s reclamation
or repossession of, or the return to any Borrower of, a material amount of goods or claims or disputes asserted by any Customer
or other obligor.


9.2           
Schedules. Deliver to Agent on or before the fifteenth (15th) day of each month as and for the prior month
(a) accounts receivable agings inclusive of reconciliations to the general ledger, (b) accounts payable schedules inclusive
of reconciliations to the general ledger, and (c)  a Borrowing Base Certificate in form and substance satisfactory to Agent
(which shall be calculated as of the last day of the prior month and which shall not be binding upon Agent or restrictive of Agent’s
rights under this Agreement). In addition, each Borrower will deliver to Agent at such intervals as Agent may require: (i) confirmatory
assignment schedules, (ii) copies of Customer’s invoices, (iii) evidence of shipment or delivery, and (iv) such
further schedules, documents and/or information regarding the Collateral as Agent may require including trial balances and test
verifications. Agent shall have the right to confirm and verify all Receivables by any manner and through any medium it considers
advisable and do whatever it may deem reasonably necessary to protect its interests hereunder. The items to be provided under this
Section are to be in form satisfactory to Agent and executed by each Borrower and delivered to Agent from time to time solely for
Agent’s convenience in maintaining records of the Collateral, and any Borrower’s failure to deliver any of such items
to Agent shall not affect, terminate, modify or otherwise limit Agent’s Lien with respect to the Collateral.


9.3           
Environmental Reports.


(a)            
Furnish Agent, concurrently with the delivery of the financial statements referred to in Sections 9.7 and 9.8, with
a certificate signed by the President of Borrowing Agent stating, to the best of his knowledge, that each Borrower is in compliance
in all material respects with all applicable Environmental Laws. To the extent any Borrower is not in compliance with the foregoing
laws, the certificate shall set forth with specificity all areas of non-compliance and the proposed action such Borrower will implement
in order to achieve full compliance.


(b)           
In the event any Borrower obtains, gives or receives notice of any Release or threat of Release of a reportable quantity
of any Hazardous Materials at the Real Property (any such event being hereinafter referred to as a “Hazardous Discharge”)
or receives any notice of violation, request for information or notification that it is potentially responsible for investigation
or cleanup of environmental conditions at the Real Property, demand letter or complaint, order, citation, or other written notice
with regard to any Hazardous Discharge or violation of Environmental Laws affecting the Real Property or any Borrower’s interest
in the Real Property or the operations or the business (any of the foregoing is referred to herein as an “Environmental Complaint”)
from any Person, including any Governmental Body, then Borrowing Agent shall, within five (5) Business Days, give written notice
of same to Agent detailing facts and circumstances of which any Borrower is aware giving rise to the Hazardous Discharge or Environmental
Complaint. Such information is to be provided to allow Agent to protect its security interest in and Lien on the Collateral and
is not intended to create nor shall it create any obligation upon Agent or any Lender with respect thereto.


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(c)            
Borrowing Agent shall promptly forward to Agent copies of any request for information, notification of potential
liability, demand letter relating to potential responsibility with respect to the investigation or cleanup of Hazardous Materials
at any other site owned, operated or used by any Borrower to manage Hazardous Materials and shall continue to forward copies of
correspondence between any Borrower and the Governmental Body regarding such claims to Agent until the claim is settled. Borrowing
Agent shall promptly forward to Agent copies of all documents and reports concerning a Hazardous Discharge or Environmental Complaint
at or relating to the Real Property, operations or business that any Borrower is required to file under any Environmental Laws.
Such information is to be provided solely to allow Agent to protect Agent’s security interest in and Lien on the Collateral.


9.4           
Litigation. Promptly notify Agent in writing of any material claim, litigation, suit or administrative proceeding
affecting any Borrower or any Guarantor, whether or not the claim is covered by insurance, and of any litigation, suit or administrative
proceeding, which in any such case affects the Collateral or which could reasonably be expected to have a Material Adverse Effect.


9.5           
Material Occurrences. Immediately notify Agent in writing upon the occurrence of: (a) any Event of Default
or Default; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail
in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results
of any Borrower as of the date of such statements; (c) any accumulated retirement plan funding deficiency which, if such deficiency
continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Borrower to a tax
imposed by Section 4971 of the Code; (d) each and every default by any Borrower which might result in the acceleration of the maturity
of any Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default
existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (e) any
other development in the business or affairs of any Borrower or any Guarantor, which could reasonably be expected to have a Material
Adverse Effect; in each case describing the nature thereof and the action Borrowers propose to take with respect thereto.


9.6           
Government Receivables. Notify Agent immediately if any of its Receivables arise out of contracts between
any Borrower and the United States, any state, or any department, agency or instrumentality of any of them.


9.7           
Annual Financial Statements. Furnish Agent at the same time furnished to the SEC (but not later than the time
limit set forth in SEC Form 10-K as may be extended by SEC Rule 12b-25), financial statements of Enservco in the same form filed
with the SEC and reported upon without qualification by an independent certified public accounting firm selected by Borrowers and
satisfactory to Agent (the “Accountants”). In addition, the financial statements shall be accompanied by a Compliance
Certificate and the internal consolidating financial statements (that support the consolidated financial statements) prepared by
Enservco in the Ordinary Course of Business.


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9.8           
Quarterly Financial Statements. Furnish Agent at the same time furnished to the SEC (but not later than the
time limit set forth in SEC Form 10-Q as may be extended by SEC Rule 12b-25), an unaudited balance sheet of Enservco in the same
form filed with the SEC pursuant to the SEC’s Rules and Regulations, prepared on a basis consistent with prior practices
and complete and correct in all material respects, subject to normal and recurring year-end adjustments that individually and in
the aggregate are not material to Borrowers’ business. The financial statements shall be accompanied by a Compliance Certificate
and the internal consolidating financial statements (that support the consolidated financial statements) prepared by Enservco in
the Ordinary Course of Business.


9.9           
Monthly Financial Statements. For months other than those referred to in Sections 9.7 and 9.8 above, furnish
Agent within thirty (30) days after the end of each month, an unaudited balance sheet of Borrowers on a Consolidated Basis in the
same form as prepared in the Ordinary Course of Business for management of Enservco and unaudited statements of income and stockholders’
equity and cash flow of Borrowers on a Consolidated Basis reflecting results of operations from the beginning of the fiscal year
to the end of such month and for such month in the same form as prepared in the Ordinary Course of Business for management of Enservco,
prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring
year-end adjustments that individually and in the aggregate are not material to Borrowers’ business. The financial statements
shall be accompanied by a Compliance Certificate and the internal consolidating financial statements (that support the consolidated
financial statements) prepared by Enservco in the Ordinary Course of Business.


9.10        
Other Reports. Furnish Agent as soon as available, but in any event within ten (10) days after the issuance
thereof, with copies of such financial statements, reports and returns as Enservco shall send to its stockholders.


9.11        
Additional Information. Furnish Agent with such additional information as Agent shall reasonably request in
order to enable Agent to determine whether the terms, covenants, provisions and conditions of this Agreement and the Note have
been complied with by Borrowers including, without the necessity of any request by Agent, (a) copies of all environmental audits
and reviews, (b) at least thirty (30) days prior thereto, notice of any Borrower’s opening of any new office or place of
business or any Borrower’s closing of any existing office or place of business, and (c) promptly upon any Borrower’s
learning thereof, notice of any labor dispute to which any Borrower may become a party, any strikes or walkouts relating to any
of its plants or other facilities, and the expiration of any labor contract to which any Borrower is a party or by which any Borrower
is bound.


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9.12        
Projected Operating Budget. Furnish Agent, no later than thirty (30) days prior to the beginning of each fiscal
year of Borrowers commencing with fiscal year 2015, a quarter-by-quarter projected operating budget and cash flow of Borrowers
on a Consolidated Basis for such fiscal year (including an income statement for each month and a balance sheet as at the end of
the last month in each fiscal quarter), such projections to be accompanied by a certificate signed by the President or Chief Financial
Officer of each Borrower to the effect that such projections have been prepared on the basis of sound financial planning practice
consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of any
material assumptions on which such projections were prepared.


9.13        
Material Variances From Operating Budget, Management Discussion and Analysis. Furnish Agent, concurrently
with the delivery of the financial statements referred to in Section 9.7 and each quarterly financial statement referred to in
Section 9.8, a written report summarizing (both with figures and appropriate narrative explanation) (a) material variances
from the budget for the applicable period submitted by Borrowers pursuant to Section 9.12, (b) material variances from the
financial statements for the similar period of the preceding year delivered pursuant to Section 9.7 or 9.8, as applicable, and
(c) a discussion and analysis by management with respect to such material variances reported under subsection (a) and
(b) hereto.


9.14        
Notice of Suits, Adverse Events. Furnish Agent with prompt written notice of (i) any lapse or other termination
of any Consent issued to any Borrower by any Governmental Body or any other Person that is material to the operation of any Borrower’s
business, (ii) any refusal by any Governmental Body or any other Person to renew or extend any such Consent; and (iii) copies of
any periodic or special reports filed by any Borrower or any Guarantor with any Governmental Body or Person, if such reports indicate
any material change in the business, operations, affairs or condition of any Borrower or any Guarantor, or if copies thereof are
requested by Lender, and (iv) copies of any material notices and other communications from any Governmental Body or Person which
specifically relate to any Borrower or any Guarantor.


9.15        
ERISA Notices and Requests. Furnish Agent with immediate written notice in the event that (i) any Borrower
or any member of the Controlled Group knows or has reason to know that a Termination Event has occurred, together with a written
statement describing such Termination Event and the action, if any, which such Borrower or any member of the Controlled Group has
taken, is taking, or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue
Service, Department of Labor or PBGC with respect thereto, (ii) any Borrower or any member of the Controlled Group knows or has
reason to know that a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred together with
a written statement describing such transaction and the action which such Borrower or any member of the Controlled Group has taken,
is taking or proposes to take with respect thereto, (iii) a funding waiver request has been filed with respect to any Plan together
with all communications received by any Borrower or any member of the Controlled Group with respect to such request, (iv) any increase
in the benefits of any existing Plan or the establishment of any new Plan or the commencement of contributions to any Plan to which
any Borrower or any member of the Controlled Group was not previously contributing shall occur, (v) any Borrower or any member
of the Controlled Group shall receive from the PBGC a notice of intention to terminate a Plan or to have a trustee appointed to
administer a Plan, together with copies of each such notice, (vi) any Borrower or any member of the Controlled Group shall receive
any favorable or unfavorable determination letter from the Internal Revenue Service regarding the qualification of a Plan under
Section 401(a) of the Code, together with copies of each such letter; (vii) any Borrower or any member of the Controlled Group
shall receive a notice regarding the imposition of withdrawal liability, together with copies of each such notice; (viii) any Borrower
or any member of the Controlled Group shall fail to make a required installment or any other required payment under the Code or
ERISA on or before the due date for such installment or payment; or (ix) any Borrower or any member of the Controlled Group knows
that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate
a Multiemployer Plan, (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer
Plan or (d) a Multiemployer Plan is subject to Section 432 of the Code or Section 305 of ERISA.


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9.16        
Additional Documents. Execute and deliver to Agent, upon request, such documents and agreements as Agent may,
from time to time, reasonably request to carry out the purposes, terms or conditions of this Agreement.


9.17        
Updates to Certain Schedules. Deliver to Agent promptly as shall be required to maintain the related representations
and warranties as true and correct (a) updates to Schedules 4.4 (Locations of equipment and Inventory) and 5.9 (Intellectual Property,
Source Code Escrow Agreements); provided, that absent the occurrence and continuance of any Event of Default, Borrowers
shall only be required to provide such updates on a monthly basis in connection with delivery of a Compliance Certificate with
respect to the applicable month, and (b) updates to Schedules 5.24 (Equity Interests), 5.25 (Commercial Tort Claims), and 5.26
(Letter-of-Credit Rights); provided, that absent the occurrence and continuance of any Event of Default, Borrowers shall
only be required to provide such updates on a quarterly basis in connection with delivery of a Compliance Certificate with respect
to the applicable fiscal quarter. Any such updated Schedules delivered by Borrowers to Agent in accordance with this Section 9.17
shall automatically and immediately be deemed to amend and restate the prior version of such Schedule previously delivered to Agent
and attached to and made part of this Agreement.


9.18        
Financial Disclosure. Each Borrower hereby irrevocably authorizes and directs all accountants and auditors
employed by such Borrower at any time during the Term to exhibit and deliver to Agent and each Lender copies of any of such Borrower’s
financial statements, trial balances or other accounting records of any sort in the accountant’s or auditor’s possession,
and to disclose to Agent and each Lender any information such accountants may have concerning such Borrower’s financial status
and business operations. Each Borrower hereby authorizes all Governmental Bodies to furnish to Agent and each Lender copies of
reports or examinations relating to such Borrower, whether made by such Borrower or otherwise; however, Agent and each Lender will
attempt to obtain such information or materials directly from such Borrower prior to obtaining such information or materials from
such accountants or Governmental Bodies.


X.             
EVENTS OF DEFAULT.


The occurrence of any one
or more of the following events shall constitute an “Event of Default”:


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10.1        
Nonpayment. Failure by any Borrower to pay when due (a) any principal or interest on the Obligations (including
without limitation pursuant to Section 2.9), or (b) any other fee, charge, amount or liability provided for herein or in any Other
Document, in each case whether at maturity, by reason of acceleration pursuant to the terms of this Agreement, by notice of intention
to prepay or by required prepayment unless such other liability, payment, fee or charge is paid within five (5) Business Days after
Agent or any Lender makes written demand therefor.


10.2        
Breach of Representation. Any representation or warranty made or deemed made by any Borrower or any Guarantor
in this Agreement, any Other Document or any related agreement or in any certificate, document or financial or other statement
furnished at any time in connection herewith or therewith shall prove to have been incorrect or misleading in any material respect
on the date when made or deemed to have been made;


10.3        
Financial Information. Failure by any Borrower to (i) furnish financial information when due or ten (10) Business
Days after written demand therefore is made, or when requested which is unremedied for a period of fifteen (15) days, or (ii) permit
the inspection of its books or records or access to its premises for audits and appraisals in accordance with the terms hereof;


10.4        
Judicial Actions. Issuance of a notice of Lien, levy, assessment, injunction or attachment (a) against any
Borrower’s Inventory or Receivables or (b) against a material portion of any Borrower’s other property which is not
stayed or lifted within thirty (30) days;


10.5        
Noncompliance. Except as otherwise provided for in Sections 10.1, 10.3 and 10.5(ii), (i) failure or neglect
of any Borrower, any Guarantor or any Person to (in any respect that would have a Material Adverse Effect) perform, keep or observe
any term, provision, condition, covenant herein contained, or contained in any Other Document or any other agreement or arrangement,
now or hereafter entered into between any Borrower, any Guarantor or such Person, and Agent or any Lender, or (ii) failure or neglect
of any Borrower to perform, keep or observe any term, provision, condition or covenant, contained in Sections 4.5, 6.1, 6.3, 6.11,
6.13, 9.4 or 9.6 hereof which is not cured within ten (10) days from the occurrence of such failure or neglect which would have
a Material Adverse Effect;


10.6        
Judgments. Any (a) judgment or judgments, writ(s), order(s) or decree(s) for the payment of money are rendered
against any Borrower or any Guarantor for an aggregate amount in excess of $500,000 and (b) (i) action shall be legally taken by
any judgment creditor to levy upon assets or properties of any Borrower or any Guarantor to enforce any such judgment, (ii) such
judgment shall remain undischarged for a period of thirty (30) consecutive days during which a stay of enforcement of such judgment,
by reason of a pending appeal or otherwise, shall not be in effect, or (iii) any Liens arising by virtue of the rendition, entry
or issuance of such judgment upon assets or properties of any Borrower or any Guarantor shall be senior to any Liens in favor of
Agent on such assets or properties;


10.7        
Bankruptcy. Any Borrower, any Guarantor, any Subsidiary or Affiliate of any Borrower shall (i) apply for,
consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar
fiduciary of itself or of all or a substantial part of its property, (ii) admit in writing its inability, or be generally unable,
to pay its debts as they become due or cease operations of its present business, (iii) make a general assignment for the benefit
of creditors, (iv) commence a voluntary case under any state or federal bankruptcy or receivership laws (as now or hereafter in
effect), (v) be adjudicated a bankrupt or insolvent (including by entry of any order for relief in any involuntary bankruptcy or
insolvency proceeding commenced against it), (vi) file a petition seeking to take advantage of any other law providing for the
relief of debtors, (vii) acquiesce to, or fail to have dismissed, within thirty (30) days, any petition filed against it in any
involuntary case under such bankruptcy laws, or (viii) take any action for the purpose of effecting any of the foregoing;


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10.8        
Material Adverse Effect. The occurrence of any event or development which could reasonably be expected to
have a Material Adverse Effect;


10.9        
Lien Priority. Any Lien created hereunder or provided for hereby or under any related agreement for any reason
ceases to be or is not a valid and perfected Lien having a first priority interest (subject only to Permitted Encumbrances that
have priority as a matter of Applicable Law to the extent such Liens only attach to Collateral other than Receivables or Inventory);


10.10    
[Reserved].


10.11    
Cross Default. A default of the obligations of any Borrower under any other agreement to which it is a party
shall occur which default has a Material Adverse Effect upon Enservco’s condition, affairs or prospects (financial or otherwise),
which default is not cured within any applicable grace period;


10.12    
Breach of Guaranty or Pledge Agreement. Termination or breach of any Guaranty, Guarantor Security Agreement,
Pledge Agreement or similar agreement executed and delivered to Agent in connection with the Obligations of any Borrower, or if
any Guarantor or pledgor attempts to terminate, challenges the validity of, or its liability under, any such Guaranty, Guarantor
Security Agreement, Pledge Agreement or similar agreement;


10.13    
Change of Control. Any Change of Control shall occur which Change of Control is not cured or rectified within
thirty (30) days after written notice thereof to Borrowers from Agent;


10.14    
Invalidity. Any material provision of this Agreement or any Other Document shall, for any reason, cease to
be valid and binding on any Borrower or any Guarantor, or any Borrower or any Guarantor shall so claim in writing to Agent or any
Lender or any Borrower challenges the validity of or its liability under this Agreement or any Other Document;


10.15    
Seizures. Any material (a) portion of the Collateral shall be seized, subject to garnishment or taken by a
Governmental Body, or any Borrower or any Guarantor, or (b) the title and rights of any Borrower, any Guarantor or any Original
Owner which is the owner of any material portion of the Collateral shall have become the subject matter of claim, litigation, suit,
garnishment or other proceeding which might, in the opinion of Agent, upon final determination, result in impairment or loss of
the security provided by this Agreement or the Other Documents unless Borrowers have provided adequate bond in the matter;


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10.16    
Operations. The operations of any Borrower are interrupted in any material respect for more than seven (7)
days during any period of twenty-one (21) consecutive days, unless such Borrower shall (i) be entitled to receive for such
period of interruption, proceeds of business interruption insurance sufficient to assure that its per diem cash needs during such
period is at least equal to its average per diem cash needs for the consecutive three month period immediately preceding the initial
date of interruption and (ii) receive such proceeds in the amount described in clause (i) preceding not later than thirty
(30) days following the initial date of any such interruption; provided, however, that notwithstanding the provisions of clauses
(i) and (ii) of this section, an Event of Default shall be deemed to have occurred if such Borrower shall be receiving the proceeds
of business interruption insurance for a period of thirty (30) consecutive days; or


10.17    
Pension Plans. An event or condition specified in Sections 7.16 or 9.15 hereof shall occur or exist with respect
to any Plan and, as a result of such event or condition, together with all other such events or conditions, any Borrower or any
member of the Controlled Group shall incur, or in the opinion of Agent be reasonably likely to incur, a liability to a Plan or
the PBGC (or both) which, in the reasonable judgment of Agent, would have a Material Adverse Effect; or the occurrence of any Termination
Event, or any Borrower’s failure to immediately report a Termination Event in accordance with Section 9.15 hereof.


10.18    
Anti-Money Laundering/International Trade Law Compliance. Any representation or warranty contained in Section
16.18 is or becomes false or misleading at any time.


XI.           
LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT.


11.1        
Rights and Remedies.


(a)            
Upon the occurrence of: (i) an Event of Default pursuant to Section 10.7 (other than Section 10.7(vii)), all Obligations
shall be immediately due and payable and this Agreement and the obligation of Lenders to make Advances shall be deemed terminated,
(ii) any of the other Events of Default and at any time thereafter, at the option of Agent or at the direction of Required Lenders
all Obligations shall be immediately due and payable and Agent or Required Lenders shall have the right to terminate this Agreement
and to terminate the obligation of Lenders to make Advances; and (iii) without limiting Section 8.2 hereof, any Default under Sections
10.7(vii) hereof, the obligation of Lenders to make Advances hereunder shall be suspended until such time as such involuntary petition
shall be dismissed. Upon the occurrence of any Event of Default, Agent shall have the right to exercise any and all rights and
remedies provided for herein, under the Other Documents, under the Uniform Commercial Code and at law or equity generally, including
the right to foreclose the security interests granted herein and to realize upon any Collateral by any available judicial procedure
and/or to take possession of and sell any or all of the Collateral with or without judicial process. Agent may enter any of any
Borrower’s premises or other premises without legal process and without incurring liability to any Borrower therefor, and
Agent may thereupon, or at any time thereafter, in its Permitted Discretion without notice or demand, take the Collateral and remove
the same to such place as Agent may deem advisable and Agent may require Borrowers to make the Collateral available to Agent at
a convenient place. With or without having the Collateral at the time or place of sale, Agent may sell the Collateral, or any part
thereof, at public or private sale, at any time or place, in one or more sales, at such price or prices, and upon such terms, either
for cash, credit or future delivery, as Agent may elect. Except as to that part of the Collateral which is perishable or threatens
to decline speedily in value or is of a type customarily sold on a recognized market, Agent shall give Borrowers reasonable notification
of such sale or sales, it being agreed that in all events written notice mailed to Borrowing Agent at least ten (10) days prior
to such sale or sales is reasonable notification. At any public sale Agent or any Lender may bid (including credit bid) for and
become the purchaser, and Agent, any Lender or any other purchaser at any such sale thereafter shall hold the Collateral sold absolutely
free from any claim or right of whatsoever kind, including any equity of redemption and all such claims, rights and equities are
hereby expressly waived and released by each Borrower. In connection with the exercise of the foregoing remedies, including the
sale of Inventory, Agent is granted a perpetual nonrevocable, royalty free, nonexclusive license and Agent is granted permission
to use all of each Borrower’s (a) Intellectual Property which is used or useful in connection with Inventory for the purpose
of marketing, advertising for sale and selling or otherwise disposing of such Inventory and (b) equipment for the purpose of completing
the manufacture of unfinished goods. The cash proceeds realized from the sale of any Collateral shall be applied to the Obligations
in the order set forth in Section 11.5 hereof. Noncash proceeds will only be applied to the Obligations as they are converted into
cash. If any deficiency shall arise, Borrowers shall remain liable to Agent and Lenders therefor.


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(b)           
To the extent that Applicable Law imposes duties on Agent to exercise remedies in a commercially reasonable manner,
each Borrower acknowledges and agrees that it is not commercially unreasonable for Agent: (i) to fail to incur expenses reasonably
deemed significant by Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into
finished goods or other finished products for disposition; (ii) to fail to obtain third party consents for access to Collateral
to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the
collection or disposition of Collateral to be collected or disposed of; (iii) to fail to exercise collection remedies against Customers
or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral; (iv) to exercise collection
remedies against Customers and other Persons obligated on Collateral directly or through the use of collection agencies and other
collection specialists; (v) to advertise dispositions of Collateral through publications or media of general circulation, whether
or not the Collateral is of a specialized nature; (vi) to contact other Persons, whether or not in the same business as any Borrower,
for expressions of interest in acquiring all or any portion of such Collateral; (vii) to hire one or more professional auctioneers
to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature; (viii) to dispose of Collateral
by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable
capacity of doing so, or that match buyers and sellers of assets; (ix) to dispose of assets in wholesale rather than retail markets;
(x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements
to insure Agent against risks of loss, collection or disposition of Collateral or to provide to Agent a guaranteed return from
the collection or disposition of Collateral; or (xii) to the extent deemed appropriate by the Agent, to obtain the services of
other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any
of the Collateral. Each Borrower acknowledges that the purpose of this Section 11.1(b) is to provide non-exhaustive indications
of what actions or omissions by Agent would not be commercially unreasonable in Agent’s exercise of remedies against the
Collateral and that other actions or omissions by Agent shall not be deemed commercially unreasonable solely on account of not
being indicated in this Section 11.1(b). Without limitation upon the foregoing, nothing contained in this Section 11.1(b) shall
be construed to grant any rights to any Borrower or to impose any duties on Agent that would not have been granted or imposed by
this Agreement or by Applicable Law in the absence of this Section 11.1(b).


11.2        
Agent’s Discretion. Agent shall have the right in its Permitted Discretion to determine which rights,
Liens, security interests or remedies Agent may at any time pursue, relinquish, subordinate, or modify, which procedures, timing
and methodologies to employ, and what any other action to take with respect to any or all of the Collateral and in what order,
thereto and such determination will not in any way modify or affect any of Agent’s or Lenders’ rights hereunder as
against Borrowers or each other.


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11.3        
Setoff. Subject to Section 14.13, in addition to any other rights which Agent or any Lender may have under
Applicable Law, upon the occurrence of an Event of Default hereunder, Agent and such Lender shall have a right, immediately and
without notice of any kind, to apply any Borrower’s property held by Agent and such Lender or any of their Affiliates to
reduce the Obligations and to exercise any and all rights of setoff which may be available to Agent and such Lender with respect
to any deposits held by Agent or such Lender.


11.4        
Rights and Remedies not Exclusive. The enumeration of the foregoing rights and remedies is not intended to
be exhaustive and the exercise of any rights or remedy shall not preclude the exercise of any other right or remedies provided
for herein or otherwise provided by law, all of which shall be cumulative and not alternative.


11.5        
Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the
contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by Agent on
account of the Obligations (including without limitation any amounts on account of any of Cash Management Liabilities or Hedge
Liabilities), or in respect of the Collateral may, at Agent’s Permitted Discretion, be paid over or delivered as follows:


FIRST, to the payment of
all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of Agent in connection with enforcing
its rights and the rights of Lenders under this Agreement and the Other Documents, and any Out-of-Formula Loans and Protective
Advances funded by Agent with respect to the Collateral under or pursuant to the terms of this Agreement;


SECOND, to payment of any
fees owed to Agent;


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THIRD, to the payment of
all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the extent
owing to such Lender pursuant to the terms of this Agreement;


FOURTH, to the payment of
all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest;


FIFTH, to the payment of
the outstanding principal amount of the Obligations arising under this Agreement (including Cash Management Liabilities and Hedge
Liabilities and including the payment or cash collateralization of any outstanding Letters of Credit in accordance with Section
3.2(b) hereof).


SIXTH, to all other Obligations
arising under this Agreement (other than Cash Management Liabilities and Hedge Liabilities) which shall have become due and payable
(hereunder, under the Other Documents or otherwise) and not repaid pursuant to clauses “FIRST” through “FIFTH”
above;


SEVENTH, to all other Obligations
which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “SIXTH”; and


EIGHTH, to the payment of
the surplus, if any, to whoever may be lawfully entitled to receive such surplus.


In carrying out the foregoing,
(i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding
category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share
(based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances)
of amounts available to be applied pursuant to clauses “FOURTH,” “FIFTH,” “SIXTH” and “EIGHTH”
above; and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party
shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the
exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such
Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments
shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible
Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above
in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause “SEVENTH”
above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent as
cash collateral for the Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse Issuer from time
to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other
obligations of the types described in clauses “FIFTH,” “SIXTH,” and “EIGHTH” above in the manner
provided in this Section 11.5.


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XII.         
WAIVERS AND JUDICIAL PROCEEDINGS.


12.1        
Waiver of Notice. Each Borrower hereby waives notice of non-payment of any of the Receivables, demand, presentment,
protest and notice thereof with respect to any and all instruments, notice of acceptance hereof, notice of loans or advances made,
credit extended, Collateral received or delivered, or any other action taken in reliance hereon, and all other demands and notices
of any description, except such as are expressly provided for herein.


12.2        
Delay. No delay or omission on Agent’s or any Lender’s part in exercising any right, remedy or
option shall operate as a waiver of such or any other right, remedy or option or of any Default or Event of Default.


12.3        
Jury Waiver. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT, ANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT
OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, ANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, COUNTERCLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE
AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


XIII.       
EFFECTIVE DATE AND TERMINATION.


13.1        
Term. This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors
and permitted assigns of each Borrower, Agent and each Lender, shall become effective on the date hereof and shall continue in
full force and effect until September 12, 2019 (the “Term”) unless sooner terminated as herein provided.
Borrowers may terminate this Agreement at any time upon ninety (90) days prior written notice to Agent upon payment in full of
the Obligations. In the event the Obligations are prepaid in full (whether voluntary or involuntary, including after acceleration
thereof) and this Agreement is terminated prior to the last day of the Term (the date of such prepayment hereinafter referred to
as the “Early Termination Date”), Borrowers shall concurrently pay to Agent for the benefit of Lenders an early
termination fee in an amount equal to (x) 1.5% of the Maximum Loan Amount if the Early Termination Date occurs on or after the
Amendment Effective Date to and including the date immediately preceding the third anniversary of the Amendment Effective Date,
(y) 1.0% of the Maximum Loan Amount if the Early Termination Date occurs on or after the third anniversary of the Amendment Effective
Date to and including the date immediately preceding the fourth anniversary of the Amendment Effective Date, and (z) 0% of the
Maximum Loan Amount if the Early Termination Date occurs on or after the fourth anniversary of the Amendment Effective Date to
and including the date immediately preceding the third anniversary of the Amendment Effective Date.


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13.2        
Termination. The termination of the Agreement shall not affect Agent’s or any Lender’s rights,
or any of the Obligations having their inception prior to the effective date of such termination or any Obligations which pursuant
to the terms hereof continue to accrue after such date, and the provisions hereof shall continue to be fully operative until all
transactions entered into, rights or interests created and Obligations have been fully and indefeasibly paid, disposed of, concluded
or liquidated. The security interests, Liens and rights granted to Agent and Lenders hereunder and the financing statements filed
hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement or the fact that Borrowers’
Account may from time to time be temporarily in a zero or credit position, until all of the Obligations of each Borrower have been
indefeasibly paid and performed in full after the termination of this Agreement or each Borrower has furnished Agent and Lenders
with an indemnification satisfactory to Agent and Lenders with respect thereto. Accordingly, each Borrower waives any rights which
it may have under the Uniform Commercial Code to demand the filing of termination statements with respect to the Collateral, and
Agent shall not be required to send such termination statements to each Borrower, or to file them with any filing office, unless
and until this Agreement shall have been terminated in accordance with its terms and all Obligations have been indefeasibly paid
in full in immediately available funds. All representations, warranties, covenants, waivers and agreements contained herein shall
survive termination hereof until all Obligations are indefeasibly paid and performed in full.


XIV.      
REGARDING AGENT.


14.1        
Appointment. Each Lender hereby designates PNC to act as Agent for such Lender under this Agreement and the
Other Documents. Each Lender hereby irrevocably authorizes Agent to take such action on its behalf under the provisions of this
Agreement and the Other Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically
delegated to or required of Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto and
Agent shall hold all Collateral, payments of principal and interest, fees (except the fees set forth in Sections 2.8(b), 3.3(a)
and the Fee Letter), charges and collections received pursuant to this Agreement, for the ratable benefit of Lenders. Agent may
perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for by this
Agreement (including collection of the Note) Agent shall not be required to exercise any discretion or take any action, but shall
be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions
of Required Lenders, and such instructions shall be binding; provided, however, that Agent shall not be required to take any action
which, in Agent’s discretion, exposes Agent to liability or which is contrary to this Agreement or the Other Documents or
Applicable Law unless Agent is furnished with an indemnification reasonably satisfactory to Agent with respect thereto.


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14.2        
Nature of Duties. Agent shall have no duties or responsibilities except those expressly set forth in this
Agreement and the Other Documents. Neither Agent nor any of its officers, directors, employees or agents shall be (i) liable for
any action taken or omitted by them as such hereunder or in connection herewith, unless caused by their gross (not mere) negligence
or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), or (ii) responsible
in any manner for any recitals, statements, representations or warranties made by any Borrower or any officer thereof contained
in this Agreement, or in any of the Other Documents or in any certificate, report, statement or other document referred to or provided
for in, or received by Agent under or in connection with, this Agreement or any of the Other Documents or for the value, validity,
effectiveness, genuineness, due execution, enforceability or sufficiency of this Agreement, or any of the Other Documents or for
any failure of any Borrower to perform its obligations hereunder. Agent shall not be under any obligation to any Lender to ascertain
or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any
of the Other Documents, or to inspect the properties, books or records of any Borrower. The duties of Agent as respects the Advances
to Borrowers shall be mechanical and administrative in nature; Agent shall not have by reason of this Agreement a fiduciary relationship
in respect of any Lender; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose
upon Agent any obligations in respect of this Agreement or the transactions described herein except as expressly set forth herein.


14.3        
Lack of Reliance on Agent. Independently and without reliance upon Agent or any other Lender, each Lender
has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of each Borrower
and each Guarantor in connection with the making and the continuance of the Advances hereunder and the taking or not taking of
any action in connection herewith, and (ii) its own appraisal of the creditworthiness of each Borrower and each Guarantor. Agent
shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other
information with respect thereto, whether coming into its possession before making of the Advances or at any time or times thereafter
except as shall be provided by any Borrower pursuant to the terms hereof. Agent shall not be responsible to any Lender for any
recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement
delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency
of this Agreement or any Other Document, or of the financial condition of any Borrower or any Guarantor, or be required to make
any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the
Note, the Other Documents or the financial condition or prospects of any Borrower, or the existence of any Event of Default or
any Default.


14.4        
Resignation of Agent; Successor Agent. Agent may resign on sixty (60) days written notice to each Lender and
Borrowing Agent and upon such resignation, Required Lenders will promptly designate a successor Agent reasonably satisfactory to
Borrowers (provided that no such approval by Borrowers shall be required (i) in any case where the successor Agent is one of the
Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Any such successor Agent shall succeed
to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in
and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including Pledge Agreement
and all account control agreements), and the term “Agent” shall mean such successor agent effective upon its appointment,
and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on
the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s
appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in
the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or
it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any
of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new
Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent
shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for
perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any
such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under
this Agreement, including without limitation, rights arising under Section 16.5 hereof, shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold
any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification
rights under this Agreement, including without limitation, rights arising under Section 16.5 hereof, shall inure to its benefit
as to any actions taken or omitted to be taken by it in connection with such Liens).


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14.5        
Certain Rights of Agent. If Agent shall request instructions from Lenders with respect to any act or action
(including failure to act) in connection with this Agreement or any Other Document, Agent shall be entitled to refrain from such
act or taking such action unless and until Agent shall have received instructions from Required Lenders; and Agent shall not incur
liability to any Person by reason of so refraining. Without limiting the foregoing, Lenders shall not have any right of action
whatsoever against Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of Required
Lenders.


14.6        
Reliance. Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing,
resolution, notice, statement, certificate, email, facsimile, telex, teletype or telecopier message, cablegram, order or other
document or telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person
or entity, and, with respect to all legal matters pertaining to this Agreement and the Other Documents and its duties hereunder,
upon advice of counsel selected by it. Agent may employ agents and attorneys-in-fact and shall not be liable for the default or
misconduct of any such agents or attorneys-in-fact selected by Agent with reasonable care.


14.7        
Notice of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default
or Event of Default hereunder or under the Other Documents, unless Agent has received notice from a Lender or Borrowing Agent referring
to this Agreement or the Other Documents, describing such Default or Event of Default and stating that such notice is a “notice
of default”. In the event that Agent receives such a notice, Agent shall give notice thereof to Lenders. Agent shall take
such action with respect to such Default or Event of Default as shall be reasonably directed by Required Lenders; provided, that,
unless and until Agent shall have received such directions, Agent may (but shall not be obligated to) take such action, or refrain
from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of Lenders.


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14.8        
Indemnification. To the extent Agent is not reimbursed and indemnified by Borrowers, each Lender will reimburse
and indemnify Agent in proportion to its respective portion of the outstanding Advances and its respective Participation Commitments
in the outstanding Letters of Credit (or, if no Advances are outstanding, pro rata according to the percentage that its Revolving
Commitment Amount constitutes of the total aggregate Revolving Commitment Amounts), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which
may be imposed on, incurred by or asserted against Agent in performing its duties hereunder, or in any way relating to or arising
out of this Agreement or any Other Document; provided that Lenders shall not be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent’s gross (not
mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment).


14.9        
Agent in its Individual Capacity. With respect to the obligation of Agent to lend under this Agreement, the
Advances made by it shall have the same rights and powers hereunder as any other Lender and as if it were not performing the duties
as Agent specified herein; and the term “Lender” or any similar term shall, unless the context clearly otherwise indicates,
include Agent in its individual capacity as a Lender. Agent may engage in business with any Borrower as if it were not performing
the duties specified herein, and may accept fees and other consideration from any Borrower for services in connection with this
Agreement or otherwise without having to account for the same to Lenders.


14.10    
Delivery of Documents. To the extent Agent receives financial statements required under Sections 9.7, 9.8,
9.9, 9.12 and 9.13 or Borrowing Base Certificates from any Borrower pursuant to the terms of this Agreement which any Borrower
is not obligated to deliver to each Lender, Agent will promptly furnish such documents and information to Lenders.


14.11    
Borrowers’ Undertaking to Agent. Without prejudice to their respective obligations to Lenders under
the other provisions of this Agreement, each Borrower hereby undertakes with Agent to pay to Agent from time to time on demand
all amounts from time to time due and payable by it for the account of Agent or Lenders or any of them pursuant to this Agreement
to the extent not already paid. Any payment made pursuant to any such demand shall pro tanto satisfy the relevant Borrower’s
obligations to make payments for the account of Lenders or the relevant one or more of them pursuant to this Agreement.


14.12    
No Reliance on Agent’s Customer Identification Program. To the extent the Advances or this Agreement
is, or becomes, syndicated in cooperation with other Lenders, each Lender acknowledges and agrees that neither such Lender, nor
any of its Affiliates, participants or assignees, may rely on Agent to carry out such Lender's, Affiliate's, participant's or assignee's
customer identification program, or other obligations required or imposed under or pursuant to the USA PATRIOT Act or the regulations
thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”),
or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with
any of Borrowers, their Affiliates or their agents, the Other Documents or the transactions hereunder or contemplated hereby: (i)
any identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer notices or
(v) other procedures required under the CIP Regulations or such Anti-Terrorism Laws.


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14.13    
Other Agreements. Each of the Lenders agrees that it shall not, without the express consent of Agent, and
that it shall, to the extent it is lawfully entitled to do so, upon the request of Agent, set off against the Obligations, any
amounts owing by such Lender to any Borrower or any deposit accounts of any Borrower now or hereafter maintained with such Lender.
Anything in this Agreement to the contrary notwithstanding, each of the Lenders further agrees that it shall not, unless specifically
requested to do so by Agent, take any action to protect or enforce its rights arising out of this Agreement or the Other Documents,
it being the intent of Lenders that any such action to protect or enforce rights under this Agreement and the Other Documents shall
be taken in concert and at the direction or with the consent of Agent or Required Lenders.


XV.        
BORROWING AGENCY.


15.1        
Borrowing Agency Provisions.


(a)            
Each Borrower hereby irrevocably designates Borrowing Agent to be its attorney and agent and in such capacity to
(i) borrow, (ii) request advances, (iii) request the issuance of Letters of Credit, (iv) sign and endorse notes, (v) execute and
deliver all instruments, documents, applications, security agreements, reimbursement agreements and letter of credit agreements
for Letters of Credit and all other certificates, notice, writings and further assurances now or hereafter required hereunder,
(vi) make elections regarding interest rates, (vii) give instructions regarding Letters of Credit and agree with Issuer upon any
amendment, extension or renewal of any Letter of Credit and (viii) otherwise take action under and in connection with this Agreement
and the Other Documents, all on behalf of and in the name such Borrower or Borrowers, and hereby authorizes Agent to pay over or
credit all loan proceeds hereunder in accordance with the request of Borrowing Agent.


(b)           
The handling of this credit facility as a co-borrowing facility with a borrowing agent in the manner set forth in
this Agreement is solely as an accommodation to Borrowers and at their request. Neither Agent nor any Lender shall incur liability
to Borrowers as a result thereof. To induce Agent and Lenders to do so and in consideration thereof, each Borrower hereby indemnifies
Agent and each Lender and holds Agent and each Lender harmless from and against any and all liabilities, expenses, losses, damages
and claims of damage or injury asserted against Agent or any Lender by any Person arising from or incurred by reason of the handling
of the financing arrangements of Borrowers as provided herein, reliance by Agent or any Lender on any request or instruction from
Borrowing Agent or any other action taken by Agent or any Lender with respect to this Section 15.1 except due to willful misconduct
or gross (not mere) negligence by the indemnified party (as determined by a court of competent jurisdiction in a final and non-appealable
judgment).


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(c)            
All Obligations shall be joint and several, and each Borrower shall make payment upon the maturity of the Obligations
by acceleration or otherwise, and such obligation and liability on the part of each Borrower shall in no way be affected by any
extensions, renewals and forbearance granted by Agent or any Lender to any Borrower, failure of Agent or any Lender to give any
Borrower notice of borrowing or any other notice, any failure of Agent or any Lender to pursue or preserve its rights against any
Borrower, the release by Agent or any Lender of any Collateral now or thereafter acquired from any Borrower, and such agreement
by each Borrower to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Agent or any
Lender to the other Borrowers or any Collateral for such Borrower’s Obligations or the lack thereof. Each Borrower waives
all suretyship defenses.


15.2        
Waiver of Subrogation. Each Borrower expressly waives any and all rights of subrogation, reimbursement, indemnity,
exoneration, contribution of any other claim which such Borrower may now or hereafter have against the other Borrowers or any other
Person directly or contingently liable for the Obligations hereunder, or against or with respect to any other Borrowers’
property (including, without limitation, any property which is Collateral for the Obligations), arising from the existence or performance
of this Agreement, until termination of this Agreement and repayment in full of the Obligations.


XVI.      
MISCELLANEOUS.


16.1        
Governing Law. This Agreement and each Other Document (unless and except to the extent expressly provided
otherwise in any such Other Document), and all matters relating hereto or thereto or arising herefrom or therefrom (whether arising
under contract law, tort law or otherwise) shall, in accordance with Section 5-1401 of the General Obligations Law of the State
of New York, be governed by and construed in accordance with the laws of the State of New York. Any judicial proceeding brought
by or against any Borrower with respect to any of the Obligations, this Agreement, the Other Documents or any related agreement
may be brought in any court of competent jurisdiction in the State of New York, United States of America, and, by execution and
delivery of this Agreement, each Borrower accepts for itself and in connection with its properties, generally and unconditionally,
the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in
connection with this Agreement. Each Borrower hereby waives personal service of any and all process upon it and consents that all
such service of process may be made by certified or registered mail (return receipt requested) directed to Borrowing Agent at its
address set forth in Section 16.6 and service so made shall be deemed completed five (5) days after the same shall have been so
deposited in the mails of the United States of America, or, at Agent’s option, by service upon Borrowing Agent which each
Borrower irrevocably appoints as such Borrower’s Agent for the purpose of accepting service within the State of New York.
Nothing herein shall affect the right to serve process in any manner permitted by law or shall limit the right of Agent or any
Lender to bring proceedings against any Borrower in the courts of any other jurisdiction. Each Borrower waives any objection to
jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue
or based upon forum non conveniens. Each Borrower waives the right to remove any judicial proceeding brought against such Borrower
in any state court to any federal court. Any judicial proceeding by any Borrower against Agent or any Lender involving, directly
or indirectly, any matter or claim in any way arising out of, related to or connected with this Agreement or any related agreement,
shall be brought only in a federal or state court located in the County of New York, State of New York.


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16.2        
Entire Understanding.


(a)            
This Agreement and the documents executed concurrently herewith contain the entire understanding between each Borrower,
Agent and each Lender and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof. Any
promises, representations, warranties or guarantees not herein contained and hereinafter made shall have no force and effect unless
in writing, signed by each Borrower’s, Agent’s and each Lender’s respective officers. Neither this Agreement
nor any portion or provisions hereof may be changed, modified, amended, waived, supplemented, discharged, cancelled or terminated
orally or by any course of dealing, or in any manner other than by an agreement in writing, signed by the party to be charged.
Notwithstanding the foregoing, Agent may modify this Agreement or any of the Other Documents for the purposes of completing missing
content or correcting erroneous content of an administrative nature, without the need for a written amendment, provided that the
Agent shall send a copy of any such modification to the Borrowers and each Lender (which copy may be provided by electronic mail).
Each Borrower acknowledges that it has been advised by counsel in connection with the execution of this Agreement and Other Documents
and is not relying upon oral representations or statements inconsistent with the terms and provisions of this Agreement.


(b)           
Required Lenders, Agent with the consent in writing of Required Lenders, and Borrowers may, subject to the provisions
of this Section 16.2(b), from time to time enter into written supplemental agreements to this Agreement or the Other Documents
executed by Borrowers, for the purpose of adding or deleting any provisions or otherwise changing, varying or waiving in any manner
the rights of Lenders, Agent or Borrowers thereunder or the conditions, provisions or terms thereof or waiving any Event of Default
thereunder, but only to the extent specified in such written agreements; provided, however, that no such supplemental agreement
shall:


(i)             
increase the Revolving Commitment Percentage, or the maximum dollar amount of the Revolving Commitment Amount of
any Lender without the consent of such Lender directly affected thereby;


(ii)           
whether or not any Advances are outstanding, extend the Term or the time for payment of principal or interest of
any Advance (excluding the due date of any mandatory prepayment of an Advance), or any fee payable to any Lender, or reduce the
principal amount of or the rate of interest borne by any Advances or reduce any fee payable to any Lender, without the consent
of each Lender directly affected thereby (except that Required Lenders may elect to waive or rescind any imposition of the Default
Rate under Section 3.1 or of default rates of Letter of Credit fees under Section 3.2 (unless imposed by Agent));


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(iii)         
except in connection with any increase pursuant to Section 2.24 hereof, increase the Maximum Revolving Advance Amount
without the consent of each Lender directly affected thereby;


(iv)         
alter the definition of the term Required Lenders or alter, amend or modify this Section 16.2(b) without the consent
of all Lenders;


(v)           
alter, amend or modify the provisions of Section 11.5 without the consent of all Lenders;


(vi)         
release any Collateral during any calendar year (other than in accordance with the provisions of this Agreement)
having an aggregate value in excess of $250,000 without the consent of all Lenders;


(vii)       
change the rights and duties of Agent without the consent of all Lenders;


(viii)     
subject to clause (e) below, permit any Revolving Advance to be made if after giving effect thereto the total of
Revolving Advances outstanding hereunder would exceed the Formula Amount for more than sixty (60) consecutive Business Days or
exceed one hundred and ten percent (110%) of the Formula Amount without the consent of each Lender directly affected thereby;



(ix)         
increase the Advance Rates above the Advance Rates in effect on the Amendment Effective Date without the consent
of each Lender directly affected thereby; or


(x)           
release any Guarantor or Borrower without the consent of all Lenders.


(c)            
Any such supplemental agreement shall apply equally to each Lender and shall be binding upon Borrowers, Lenders and
Agent and all future holders of the Obligations. In the case of any waiver, Borrowers, Agent and Lenders shall be restored to their
former positions and rights, and any Event of Default waived shall be deemed to be cured and not continuing, but no waiver of a
specific Event of Default shall extend to any subsequent Event of Default (whether or not the subsequent Event of Default is the
same as the Event of Default which was waived), or impair any right consequent thereon.


(d)           
In the event that Agent requests the consent of a Lender pursuant to this Section 16.2 and such consent is denied,
then Agent may, at its option, require such Lender to assign its interest in the Advances to Agent or to another Lender or to any
other Person designated by Agent (the “Designated Lender”), for a price equal to (i) the then outstanding principal
amount thereof plus (ii) accrued and unpaid interest and fees due such Lender, which interest and fees shall be paid when collected
from Borrowers. In the event Agent elects to require any Lender to assign its interest to Agent or to the Designated Lender, Agent
will so notify such Lender in writing within forty five (45) days following such Lender’s denial, and such Lender will assign
its interest to Agent or the Designated Lender no later than five (5) days following receipt of such notice pursuant to a Commitment
Transfer Supplement executed by such Lender, Agent or the Designated Lender, as appropriate, and Agent.


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(e)            
Notwithstanding (a) the existence of a Default or an Event of Default, (b) that any of the other applicable
conditions precedent set forth in Section 8.2 hereof have not been satisfied or (c) any other provision of this Agreement,
Agent may at its discretion and without the consent of the Required Lenders, voluntarily permit the sum of the outstanding Revolving
Advances and the Maximum Undrawn Amount at any time to exceed the Formula Amount ( the “Overadvance Threshold Amount”)
by up to ten percent (10%) of the Formula Amount for up to sixty (60) consecutive Business Days (the “Out-of-Formula Loans”);
provided, that, such outstanding Advances do not exceed the Maximum Revolving Advance Amount. If Agent is willing in its sole and
absolute discretion to make such Out-of-Formula Loans, such Out-of-Formula Loans shall be payable on demand and shall bear interest
at the Default Rate for Revolving Advances consisting of Domestic Rate Loans; provided that, if Lenders do make Out-of-Formula
Loans, neither Agent nor Lenders shall be deemed thereby to have changed the limits of Section 2.1(a). For purposes of this paragraph,
the discretion granted to Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to
the fact that the Formula Amount was unintentionally exceeded for any reason, including, but not limited to, Collateral previously
deemed to be either “Eligible Receivables” or “Eligible Inventory,” as applicable, becomes ineligible,
collections of Receivables applied to reduce outstanding Revolving Advances are thereafter returned for insufficient funds or overadvances
are made to protect or preserve the Collateral. In the event Agent involuntarily permits the outstanding Revolving Advances to
exceed the Formula Amount by more than ten percent (10%), Agent shall use its efforts to have Borrowers decrease such excess in
as expeditious a manner as is practicable under the circumstances and not inconsistent with the reason for such excess. Revolving
Advances made after Agent has determined the existence of involuntary overadvances shall be deemed to be involuntary overadvances
and shall be decreased in accordance with the preceding sentence.


(f)            
In addition to (and not in substitution of) the discretionary Revolving Advances permitted above in this Section
16.2, Agent is hereby authorized by Borrowers and Lenders, at any time in Agent’s sole discretion, regardless of (i) the
existence of a Default or an Event of Default, (ii) whether any of the other applicable conditions precedent set forth in Section
8.2 hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for
any reason, or (iii) any other contrary provision of this Agreement, to make Revolving Advances (“Protective Advances”)
to Borrowers on behalf of Lenders which Agent, in its reasonable business judgment, deems necessary or desirable (a) to preserve
or protect the Collateral, or any portion thereof, (b) to enhance the likelihood of, or maximize the amount of, repayment of the
Advances and other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to the terms of this Agreement
(the “Protective Advances”). Lenders holding the Revolving Commitments shall be obligated to fund such Protective Advances
and effect a settlement with Agent therefor upon demand of Agent in accordance with their respective Revolving Commitment Percentages.
To the extent any Protective Advances are not actually funded by the other Lenders as provided for in this Section 16.2(f), any
such Protective Advances funded by Agent shall be deemed to be Revolving Advances made by and owing to Agent, and Agent shall be
entitled to all rights (including accrual of interest) and remedies of a Lender holding a Revolving Commitment under this Agreement
and the Other Documents with respect to such Revolving Advances.


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16.3        
Successors and Assigns; Participations; New Lenders.


(a)            
This Agreement shall be binding upon and inure to the benefit of Borrowers, Agent, each Lender, all future holders
of the Obligations and their respective successors and assigns, except that no Borrower may assign or transfer any of its rights
or obligations under this Agreement without the prior written consent of Agent and each Lender.


(b)           
Each Borrower acknowledges that in the regular course of commercial banking business one or more Lenders may at any
time and from time to time sell participating interests in the Advances to other Persons (each such transferee or purchaser of
a participating interest, a “Participant”). Each Participant may exercise all rights of payment (including rights of
set-off) with respect to the portion of such Advances held by it or other Obligations payable hereunder as fully as if such Participant
were the direct holder thereof provided that (i) Borrowers shall not be required to pay to any Participant more than the amount
which it would have been required to pay to Lender which granted an interest in its Advances or other Obligations payable hereunder
to such Participant had such Lender retained such interest in the Advances hereunder or other Obligations payable hereunder unless
the sale of the participation to such Participant is made with Borrower’s prior written consent, and (ii) in no event shall
Borrowers be required to pay any such amount arising from the same circumstances and with respect to the same Advances or other
Obligations payable hereunder to both such Lender and such Participant. Each Borrower hereby grants to any Participant a continuing
security interest in any deposits, money or other property actually or constructively held by such Participant as security for
the Participant’s interest in the Advances.


(c)            
Any Lender, with the consent of Agent, may sell, assign or transfer all or any part of its rights and obligations
under or relating to Revolving Advances under this Agreement and the Other Documents to one or more additional Persons and one
or more additional Persons may commit to make Advances hereunder (each a “Purchasing Lender”), in minimum amounts of
not less than $1,000,000, pursuant to a Commitment Transfer Supplement, executed by a Purchasing Lender, the transferor Lender,
and Agent and delivered to Agent for recording, provided, however, that each partial assignment shall be made as an assignment
of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to each of the Revolving
Advances, under this Agreement in which such Lender has an interest. Upon such execution, delivery, acceptance and recording, from
and after the transfer effective date determined pursuant to such Commitment Transfer Supplement, (i) Purchasing Lender thereunder
shall be a party hereto and, to the extent provided in such Commitment Transfer Supplement, have the rights and obligations of
a Lender thereunder with a Revolving Commitment Percentage as set forth therein, and (ii) the transferor Lender thereunder shall,
to the extent provided in such Commitment Transfer Supplement, be released from its obligations under this Agreement, the Commitment
Transfer Supplement creating a novation for that purpose. Such Commitment Transfer Supplement shall be deemed to amend this Agreement
to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment
of the Revolving Commitment Percentages arising from the purchase by such Purchasing Lender of all or a portion of the rights and
obligations of such transferor Lender under this Agreement and the Other Documents. Each Borrower hereby consents to the addition
of such Purchasing Lender and the resulting adjustment of the Revolving Commitment Percentages arising from the purchase by such
Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Other
Documents. Borrowers shall execute and deliver such further documents and do such further acts and things in order to effectuate
the foregoing.


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(d)           
Any Lender, with the consent of Agent which shall not be unreasonably withheld or delayed, may directly or indirectly
sell, assign or transfer all or any portion of its rights and obligations under or relating to Revolving Advances under this Agreement
and the Other Documents to an entity, whether a corporation, partnership, trust, limited liability company or other entity that
(i) is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary
course of its business and (ii) is administered, serviced or managed by the assigning Lender or an Affiliate of such Lender (a
“Purchasing CLO” and together with each Participant and Purchasing Lender, each a “Transferee” and collectively
the “Transferees”), pursuant to a Commitment Transfer Supplement modified as appropriate to reflect the interest being
assigned (“Modified Commitment Transfer Supplement”), executed by any intermediate purchaser, the Purchasing CLO, the
transferor Lender, and Agent as appropriate and delivered to Agent for recording. Upon such execution and delivery, from and after
the transfer effective date determined pursuant to such Modified Commitment Transfer Supplement, (i) Purchasing CLO thereunder
shall be a party hereto and, to the extent provided in such Modified Commitment Transfer Supplement, have the rights and obligations
of a Lender thereunder and (ii) the transferor Lender thereunder shall, to the extent provided in such Modified Commitment Transfer
Supplement, be released from its obligations under this Agreement, the Modified Commitment Transfer Supplement creating a novation
for that purpose. Such Modified Commitment Transfer Supplement shall be deemed to amend this Agreement to the extent, and only
to the extent, necessary to reflect the addition of such Purchasing CLO. Each Borrower hereby consents to the addition of such
Purchasing CLO. Borrowers shall execute and deliver such further documents and do such further acts and things in order to effectuate
the foregoing.


(e)            
Agent shall maintain at its address a copy of each Commitment Transfer Supplement and Modified Commitment Transfer
Supplement delivered to it and a register (the “Register”) for the recordation of the names and addresses of each Lender
and the outstanding principal, accrued and unpaid interest and other fees due hereunder. The entries in the Register shall be conclusive,
in the absence of manifest error, and each Borrower, Agent and Lenders may treat each Person whose name is recorded in the Register
as the owner of the Advance recorded therein for the purposes of this Agreement. The Register shall be available for inspection
by Borrowing Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. Agent shall receive
a fee in the amount of $3,500 payable by the applicable Purchasing Lender and/or Purchasing CLO upon the effective date of each
transfer or assignment (other than to an intermediate purchaser) to such Purchasing Lender and/or Purchasing CLO.


(f)            
Each Borrower authorizes each Lender to disclose to any Transferee and any prospective Transferee any and all financial
information in such Lender’s possession concerning such Borrower which has been delivered to such Lender by or on behalf
of such Borrower pursuant to this Agreement or in connection with such Lender’s credit evaluation of such Borrower.


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(g)           
Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time and from time to
time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment
shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a
party hereto.


16.4        
Application of Payments. Agent shall have the continuing and exclusive right to apply or reverse and re-apply
any payment and any and all proceeds of Collateral to any portion of the Obligations. To the extent that any Borrower makes a payment
or Agent or any Lender receives any payment or proceeds of the Collateral for any Borrower’s benefit, which are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession,
receiver, custodian or any other party under any bankruptcy law, common law or equitable cause, then, to such extent, the Obligations
or part thereof intended to be satisfied shall be revived and continue as if such payment or proceeds had not been received by
Agent or such Lender.


16.5        
Indemnity. or such Lender.


16.6        
Indemnity. Each Borrower shall defend, protect, indemnify, pay and save harmless Agent, Issuer, each Lender
and each of their respective officers, directors, Affiliates, attorneys, employees and agents (each an “Indemnified Party”)
for and from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, actions, judgments,
suits, costs, charges, expenses and disbursements of any kind or nature whatsoever (including reasonable fees and disbursements
of counsel (including allocated costs of internal counsel)) (collectively, “Claims”) which may be imposed on, incurred
by, or asserted against any Indemnified Party in arising out of or in any way relating to or as a consequence, direct or indirect,
of:


(i) this Agreement,
the Other Documents, the Advances and other Obligations and/or the transactions contemplated hereby including the transactions
contemplated hereunder,


(ii) any action or failure
to act or action taken only after delay or the satisfaction of any conditions by any Indemnified Party in connection with and/or
relating to the negotiation, execution, delivery or administration of the Agreement and the Other Documents, the credit facilities
established hereunder and thereunder and/or the transactions contemplated hereby including the transactions contemplated hereunder,


(iii) any Borrower’s
or any Guarantor’s failure to observe, perform or discharge any of its covenants, obligations, agreements or duties under
or breach of any of the representations or warranties made in this Agreement and the Other Documents,


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(iv) the enforcement
of any of the rights and remedies of Agent, Issuer or any Lender under the Agreement and the Other Documents,


(v) any threatened or
actual imposition of fines or penalties, or disgorgement of benefits, for violation of any Anti-Terrorism Law by any Borrower,
any Affiliate or Subsidiary of any Borrowers, or any Guarantor, and


(vi) any claim, litigation,
proceeding or investigation instituted or conducted by any Governmental Body or instrumentality or any other Person with respect
to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other
Documents, whether or not Agent or any Lender is a party thereto.


Without limiting the generality
of any of the foregoing, each Borrower shall defend, protect, indemnify, pay and save harmless each Indemnified Party from (x)
any Claims which may be imposed on, incurred by, or asserted against any Indemnified Party arising out of or in any way relating
to or as a consequence, direct or indirect, of the issuance of any Letter of Credit hereunder and (y) any Claims which may be imposed
on, incurred by, or asserted against any Indemnified Party under any Environmental Laws with respect to or in connection with the
Real Property, any Hazardous Discharge, the presence of any reportable quantity of Hazardous Materials affecting the Real Property
(whether or not the same originates or emerges from the Real Property or any contiguous real estate), including any Claims consisting
of or relating to the imposition or assertion of any Lien on any of the Real Property under any Environmental Laws and any loss
of value of the Real Property as a result of the foregoing except to the extent such loss, liability, damage and expense is attributable
to any Hazardous Discharge resulting from actions on the part of Agent or any Lender. Borrowers’ obligations under this Section
16.5 shall arise upon the discovery of the presence of any reportable quantity of Hazardous Materials at the Real Property, whether
or not any federal, state, or local environmental agency has taken or threatened any action in connection with the presence of
any Hazardous Materials, in each such case except to the extent that any of the foregoing arises out of the gross negligence or
willful misconduct of the Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable judgment).
Without limiting the generality of the foregoing, this indemnity shall extend to any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including fees and disbursements
of counsel) asserted against or incurred by any of the Indemnified Parties by any Person under any Environmental Laws or similar
laws by reason of any Borrower’s or any other Person’s failure to comply with laws applicable to solid or hazardous
waste materials, including Hazardous Materials and Hazardous Waste, or other Toxic Substances at the Real Property. Additionally,
if any taxes (excluding taxes imposed upon or measured solely by the net income of Agent and Lenders, but including any intangibles
taxes, stamp tax, recording tax or franchise tax) shall be payable by Agent, Lenders or Borrowers on account of the execution or
delivery of this Agreement, or the execution, delivery, issuance or recording of any of the Other Documents, or the creation or
repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, Borrowers will pay (or
will promptly reimburse Agent and Lenders for payment of) all such taxes, including interest and penalties thereon, and will indemnify
and hold the Indemnified Parties harmless from and against all liability in connection therewith.


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Notice. Any notice
or request hereunder may be given to Borrowing Agent or any Borrower or to Agent or any Lender at their respective addresses set
forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under
this Section. Any notice, request, demand, direction or other communication (for purposes of this Section 16.6 only, a “Notice”)
to be given to or made upon any party hereto under any provision of this Agreement shall be given or made by telephone or in writing
(which includes by means of electronic transmission (i.e., “e-mail”) or facsimile transmission or by setting forth
such Notice on a website to which Borrowers are directed (an “Internet Posting”) if Notice of such Internet Posting
(including the information necessary to access such site) has previously been delivered to the applicable parties hereto by another
means set forth in this Section 16.6) in accordance with this Section 16.6. Any such Notice must be delivered to the applicable
parties hereto at the addresses and numbers set forth under their respective names on Section 16.6 hereof or in accordance with
any subsequent unrevoked Notice from any such party that is given in accordance with this Section 16.6. Any Notice shall be effective:


(a)            
In the case of hand-delivery, when delivered;


(b)           
If given by mail, four (4) days after such Notice is deposited with the United States Postal Service, with first-class
postage prepaid, return receipt requested;


(c)            
In the case of a telephonic Notice, when a party is contacted by telephone, if delivery of such telephonic Notice
is confirmed no later than the next Business Day by hand delivery, a facsimile or electronic transmission, an Internet Posting
or an overnight courier delivery of a confirmatory Notice (received at or before noon on such next Business Day);


(d)           
In the case of a facsimile transmission, when sent to the applicable party’s facsimile machine’s telephone
number, if the party sending such Notice receives confirmation of the delivery thereof from its own facsimile machine;


(e)            
In the case of electronic transmission, when actually received;


(f)            
In the case of an Internet Posting, upon delivery of a Notice of such posting (including the information necessary
to access such site) by another means set forth in this Section 16.6; and


(g)           
If given by any other means (including by overnight courier), when actually received.


Any Lender giving a Notice
to Borrowing Agent or any Borrower shall concurrently send a copy thereof to Agent, and Agent shall promptly notify the other Lenders
of its receipt of such Notice.


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	 	(A)           If to Agent or PNC at:
	 	PNC Bank, National Association
	 	2 North Lake Avenue
	 	Suite 440
	 	Pasadena, California 91101
	 	Attention: Mark Tito
	 	Telephone:(626) 432-7542
	 	Facsimile: (626) 432-4589
	 	E-mail: mark.tito@pnc.com
	 	 
	 	with a copy to:
	 	 
	 	PNC Bank, National Association
	 	PNC Agency Services
	 	PNC Firstside Center
	 	500 First Avenue, 4th Floor
	 	Pittsburgh, Pennsylvania 15219
	 	Attention: Lisa Pierce
	 	Telephone: (412) 762-6442
	 	Facsimile: (412) 762-8672
	 	 
	 	with an additional copy to:
	 	 
	 	Buchalter Nemer, P.C.
	 	1000 Wilshire Boulevard, Suite 1500
	 	Los Angeles, California 90017
	 	Attention: Anthony R.
    Callobre, Esq.
	 	Telephone: (213) 891-5026
	 	Facsimile: (213) 630-5773
	 	E-mail: acallobre@buchalter.com









 


	 	(B) If to a
    Lender other than Agent, as specified on the signature pages hereof
	 	 
	 	
    (C) If to a Borrowing Agent or any Borrower:
		
		
	 	Enservco Corporation
	 	501 South Cherry Street, Suite 320
	 	Denver, Colorado 80246
	 	Attention: Robert Devers
	 	Telephone: (720) 974-3408
	 	Facsimile: (720) 974-3417
	 	E-mail: bdevers@enservco.com
	 	 



 


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	 	with a copy to:
	 	 
	 	Enservco Corporation
	 	501 South Cherry Street, Suite 320
	 	Denver, Colorado 80246
	 	Attention: Rick Kasch
	 	Telephone: (720) 974-3406
	 	Facsimile: (720) 974-3417
	 	E-mail: rkasch@enservco.com
	 	 
	 	with an additional copy to:
	 	 
	 	Burns, Figa & Will, P.C.
	 	6400 S. Fiddler’s Green Circle, Suite 100
	 	Greenwood Village, Colorado 80111
	 	Attention: Herrick K. Lidstone, Jr., Esq.
	 	Telephone: (303) 796-2626
	 	Facsimile: (303) 796-2777
	 	E-mail: hklidstone@bfwlaw.com


  


16.7        
Survival. The obligations of Borrowers under Sections 2.2(f), 2.2(g), 2.2(h), 3.7, 3.8, 3.9, 3.10, 16.5 and
16.9 and the obligations of Lenders under Sections 2.2, 2.15(b), 2.16, 2.18, 2.19, 14.8 and 16.5, shall survive termination of
this Agreement and the Other Documents and payment in full of the Obligations.


16.8        
Severability. If any part of this Agreement is contrary to, prohibited by, or deemed invalid under Applicable
Laws, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder
hereof shall not be invalidated thereby and shall be given effect so far as possible.


16.9        
Expenses. Borrowers shall pay (i) all out-of-pocket expenses incurred by Agent and its Affiliates (including
the reasonable fees, charges and disbursements of counsel for Agent), and shall pay all fees and time charges and disbursements
for attorneys who may be employees of Agent, in connection with the syndication of the credit facilities provided for herein, the
preparation, negotiation, execution, delivery and administration of this Agreement and the Other Documents or any amendments, modifications
or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated),
(ii) all out-of-pocket expenses incurred by Issuer in connection with the issuance, amendment, renewal or extension of any Letter
of Credit or any demand for payment thereunder, (iii) all out-of-pocket expenses incurred by Agent, any Lender or Issuer (including
the fees, charges and disbursements of any counsel for Agent, any Lender or Issuer), and shall pay all fees and time charges for
attorneys who may be employees of Agent, any Lender or Issuer, in connection with the enforcement or protection of its rights (A)
in connection with this Agreement and the Other Documents, including its rights under this Section, or (B) in connection with the
Advances made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring
or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable out-of-pocket expenses of Agent’s
regular employees and agents engaged periodically to perform audits of the any Borrower’s or any Borrower’s Affiliate’s
or Subsidiary’s books, records and business properties.


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16.10    
Injunctive Relief. Each Borrower recognizes that, in the event any Borrower fails to perform, observe or discharge
any of its obligations or liabilities under this Agreement, or threatens to fail to perform, observe or discharge such obligations
or liabilities, any remedy at law may prove to be inadequate relief to Lenders; therefor, Agent, if Agent so requests, shall be
entitled to temporary and permanent injunctive relief in any such case without the necessity of proving that actual damages are
not an adequate remedy.


16.11    
Consequential Damages. Neither Agent nor any Lender, nor any agent or attorney for any of them, shall be liable
to any Borrower, or any Guarantor (or any Affiliate of any such Person) for indirect, punitive, exemplary or consequential damages
arising from any breach of contract, tort or other wrong relating to the establishment, administration or collection of the Obligations
or as a result of any transaction contemplated under this Agreement or any Other Document.


16.12    
Captions. The captions at various places in this Agreement are intended for convenience only and do not constitute
and shall not be interpreted as part of this Agreement.


16.13    
Counterparts; Facsimile Signatures. This Agreement may be executed in any number of and by different parties
hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute
one and the same agreement. Any signature delivered by a party by facsimile or electronic transmission (including email transmission
of a PDF image) shall be deemed to be an original signature hereto.


16.14    
Construction. The parties acknowledge that each party and its counsel have reviewed this Agreement and that
the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Agreement or any amendments, schedules or exhibits thereto.


16.15    
Confidentiality; Sharing Information. Agent, each Lender and each Transferee recognize that Enservco is a
company with a class of securities registered under Section 12(g) of the Exchange Act, and that some of the information to be furnished
to Agent, each Lender and each Transferee pursuant to this Agreement will be non-public information. In compliance with SEC Regulation
FD and any other confidentiality obligations established herein, Agent, each Lender and each Transferee shall hold all non-public
information obtained by Agent, such Lender or such Transferee pursuant to the requirements of this Agreement in accordance with
Agent’s, such Lender’s and such Transferee’s customary procedures for handling confidential information of this
nature; provided, however, Agent, each Lender and each Transferee may disclose such confidential information (a) to its examiners,
Affiliates, outside auditors, counsel and other professional advisors, (b) to Agent, any Lender or to any prospective Transferees,
and (c) as required or requested by any Governmental Body or representative thereof or pursuant to legal process; provided, further
that (i) unless specifically prohibited by Applicable Law, Agent, each Lender and each Transferee shall use its reasonable best
efforts prior to disclosure thereof, to notify the applicable Borrower of the applicable request for disclosure of such non-public
information (A) by a Governmental Body or representative thereof (other than any such request in connection with an examination
of the financial condition of a Lender or a Transferee by such Governmental Body) or (B) pursuant to legal process and (ii) in
no event shall Agent, any Lender or any Transferee be obligated to return any materials furnished by any Borrower other than those
documents and instruments in possession of Agent or any Lender in order to perfect its Lien on the Collateral once the Obligations
have been paid in full and this Agreement has been terminated. Each Borrower acknowledges that from time to time financial advisory,
investment banking and other services may be offered or provided to such Borrower or one or more of its Affiliates (in connection
with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each Borrower hereby
authorizes each Lender to share any information delivered to such Lender by such Borrower and its Subsidiaries pursuant to this
Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such Subsidiary or Affiliate
of such Lender, it being understood that any such Subsidiary or Affiliate of any Lender receiving such information shall be bound
by the provisions of this Section 16.15 as if it were a Lender hereunder. Such authorization shall survive the repayment of the
other Obligations and the termination of this Agreement. Notwithstanding any non-disclosure agreement or similar document executed
by Agent in favor of any Borrower or any of any Borrower’s affiliates, the provisions of this Agreement shall supersede such
agreements.


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16.16    
Publicity. Subject to the requirements of Enservco under the Exchange Act and to the requirements of SEC Regulation
FD, each Borrower and each Lender hereby authorizes Agent to make appropriate announcements of the financial arrangement entered
into among Borrowers, Agent and Lenders, including announcements which are commonly known as tombstones, in such publications and
to such selected parties as Agent shall in its Permitted Discretion deem appropriate.


16.17    
Certifications From Banks and Participants; USA PATRIOT Act.


(a)            
Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of
America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT
Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains
a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating
such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification,
certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA
PATRIOT Act and the applicable regulations: (1) within ten (10) days after the Amendment Effective Date, and (2) as such other
times as are required under the USA PATRIOT Act.


(b)           
The USA PATRIOT Act requires all financial institutions to obtain, verify and record certain information that identifies
individuals or business entities which open an "account" with such financial institution. Consequently, Lender may from
time to time request, and each Borrower shall provide to Lender, such Borrower's name, address, tax identification number and/or
such other identifying information as shall be necessary for Lender to comply with the USA PATRIOT Act and any other Anti-Terrorism
Law.


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16.18    
Anti-Terrorism Laws.


(a)            
Each Borrower represents and warrants that (i) no Covered Entity is a Sanctioned Person and (ii) no Covered Entity,
either in its own right or through any third party, (A) has any of its assets in a Sanctioned Country or in the possession, custody
or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (B) does business in or with, or derives any of its income
from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or
(C) engages in any dealings or transactions prohibited by any Anti-Terrorism Law.


(b)           
Each Borrower covenants and agrees that (i) no Covered Entity will become a Sanctioned Person, (ii) no Covered Entity,
either in its own right or through any third party, will (A) have any of its assets in a Sanctioned Country or in the possession,
custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (B) do business in or with, or derive any of
its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism
Law; (C) engage in any dealings or transactions prohibited by any Anti-Terrorism Law or (D) use the Advances to fund any operations
in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation
of any Anti-Terrorism Law, (iii) the funds used to repay the Obligations will not be derived from any unlawful activity, (iv) each
Covered Entity shall comply with all Anti-Terrorism Laws and (v) the Borrowers shall promptly notify the Agent in writing upon
the occurrence of a Reportable Compliance Event.


16.19    
Amendment and Restatement of Existing Credit Agreement. This Agreement constitutes
an amendment and restatement of the Existing Credit Agreement effective from and after the Amendment Effective Date. The execution
and delivery of this Agreement and the consummation of the transactions contemplated hereby and by the Other Documents are not
intended by the parties to be, and shall not constitute, a novation or an accord and satisfaction of the Obligations or any other
obligations owing to Agent or the Lenders under the Existing Credit Agreement or any other Existing Loan Document. On the Amendment
Effective Date, the credit facilities and the terms and conditions thereof described in the Existing Credit Agreement shall be
amended and replaced in their entirety by the credit facilities and the terms and conditions described herein, and all Loans, Letters
of Credit, and other Obligations of Borrowers outstanding as of such date under the Existing Credit Agreement shall be deemed to
be Revolving Loans, Letters of Credit, and other Obligations outstanding under the corresponding facilities described herein (such
that all Obligations which are outstanding on the Amendment Effective Date under the Existing Credit Agreement shall become Obligations
under this Agreement), without further action by any Person. Each of the parties hereto hereby acknowledges and agrees that the
grant of the security interests in the Collateral pursuant to the security agreements and in any Other Document is not intended
to, nor shall it be construed, as constituting a release of any prior security interests granted by any Borrower in favor of Agent
for the benefit of itself, and the Lenders, in or to any Collateral or any other property of such Borrower, but is intended to
constitute a restatement and reconfirmation of the prior security interests granted by Borrowers in favor of Agent for the benefit
of itself, and the Lenders, in and to the Collateral and a grant of a new security interest in any Collateral that is not included
in the prior security grants by Borrowers and in favor of Agent for the benefit of itself, and the Lenders, to the extent such
grant was not included in the prior security grants.


 


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Each of the parties has
signed this Agreement as of the day and year first above written.


BORROWERS:


	 	
        ENSERVCO CORPORATION,

        a Delaware corporation

	 	
        By:  /s/_______________________________________

        [Robert Devers]

        [Chief Financial Officer]

         

	 	
        DILLCO FLUID SERVICE, INC.,

        a Kansas corporation

	 	
        By: /s/________________________________________

        [Robert Devers]

        [Chief Financial Officer]

         

         

	 	
        HEAT WAVES HOT OIL SERVICES LLC,

        a Colorado limited liability company

         

         

	 	
        By: /s/________________________________________

        [Robert Devers]

        [Manager]

         



 


Amended and Restated Revolving Credit and Security Agreement


 





 


 



    	 



    	 



    




 


 





	 	 PNC BANK, NATIONAL ASSOCIATION,
	 	as Lender and as Agent
	 	 
	 	By: /s/ _________________________________________
	 	Name:__________________________________________
	 	Title: __________________________________________
	 	 
	 	Commitment Percentage: 100%



 


 
















Amended and Restated Revolving Credit and Security Agreement