CREDIT AGREEMENT

“(d)    Credit Card Services Subfeature. Subject to the terms and conditions of this Agreement, Borrower may request corporate credit cards from Bank (the “Credit Card Services”). The aggregate limit of the corporate credit cards shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000), provided that availability under the Line of Credit shall be reduced by the aggregate limits of the corporate credit cards issued to Borrower. In addition, Bank may, in its sole reasonable discretion, charge as advances under the Line of Credit any amounts that become due or owing to Bank in connection with the Credit Card Services. The terms and conditions (including repayment and fees) of such Credit Card Services shall be subject to the terms and conditions of the Bank’s standard forms of application and agreement for the Credit Card Services, which Borrower hereby agrees to execute.”

“(b)    Net loss (excluding all non-cash contingent payments and/or accruals associated with Borrower’s acquisition of Nellix, approved by Bank) at all times of not more than (i) Twenty Million Dollars ($20,000,000) for the fiscal year ending December 31, 2011 and (ii) Seven Million Dollars ($7,000,000) for the quarter ending March 31, 2012.”

“SECTION 5.2    CAPITAL EXPENDITURES. Make any additional investment in fixed assets in excess of an aggregate of (i) Three Million Dollars ($3,000,000) in the fiscal year ending December 31, 2011; and (ii) One Million Five Hundred Thousand Dollars ($1,500,000) in the fiscal quarter ending March 31, 2012.”

“SECTION 5.3    LEASE EXPENDITURES. Incur operating lease expense in any calendar year in excess of an aggregate of One Million Dollars ($1,000,000).”

[See Exhibit 10.28.1 to this Annual Report on Form 10-K]

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows:

This Fifth Amendment to Credit Agreement (this “Amendment”) is entered into as of May 15, 2013, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”), ENDOLOGIX, INC. and NELLIX, INC. (each a “Borrower” and, collectively, “Borrowers”).

Borrowers and Bank are parties to that certain Credit Agreement dated as of October 30, 2009, as amended from time to time, including by that certain First Amendment to Credit Agreement dated as of April 13, 2010, that certain Second Amendment to Credit Agreement dated as of December 21, 2011, that certain Third Amendment to Credit Agreement dated as of February 21, 2012 and that certain Fourth Amendment to Credit Agreement dated as of October 9, 2012 (the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

9.    Section 1.1(a) of the Agreement hereby is amended and restated in its entirety to read as follows:

“(a)    Line of Credit. Subject to the terms and conditions of this Agreement, Bank hereby agrees to make advances to Borrower from time to time up to and including November 15, 2014, not to exceed at any time the aggregate principal amount of Twenty Million Dollars ($20,000,000) (the “Line of Credit”), the proceeds of which shall be used for general working capital and corporate purposes. Borrower’s obligation to repay advances under the Line of Credit shall be evidenced by a promissory note dated as of October 30, 2009, as amended and restated on February 21, 2012 and as further amended and restated on May 15, 2013 (as may be further amended, restated, modified or supplemented from time to time, the “Line of Credit Note”), all terms of which are incorporated herein by this reference.”

10.    Section 1.1(b) of the Agreement hereby is amend and restated in its entirety to read as follows:

“(b)    Limitations on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of eighty percent (80%) of Borrower's eligible accounts receivable, plus, upon completion of an appraisal of Borrower’s finished goods inventory the results of which are satisfactory to Bank in Bank’s sole discretion, thirty percent (30%) of the value of Borrower's finished goods (exclusive of work in process and inventory which is obsolete, unsaleable or damaged), with value defined as the lower of cost or market value; provided however, that outstanding borrowings against such finished goods inventory shall not at any time exceed an aggregate of Four Million Dollars ($4,000,000). All of the foregoing shall be

determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower's gross sales for said period. If such dilution of Borrower's accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower's gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower's accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower's eligible accounts receivable.

As used herein, "eligible accounts receivable" shall consist solely of trade accounts created in the ordinary course of Borrower's business, upon which Borrower's right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

(i)    any account which is either (a) more than sixty (60) days past due or (b) has not paid within ninety (90) days of invoice date regardless of invoice payment period terms;

(ii)    that portion of any account for which there exists any right of setoff, defense or discount (except regular discounts allowed in the ordinary course of business to promote prompt payment) or for which any defense or counterclaim has been asserted;

(iii)    any account which represents an obligation of any state or municipal government or of the United States government or any political subdivision thereof (except accounts which represent obligations of the United States government and for which the assignment provisions of the Federal Assignment of Claims Act, as amended or recodified from time to time, have been complied with to Bank's satisfaction);

(iv)    any account which represents an obligation of an account debtor located in a foreign country except to the extent any such account, in Bank's determination, is supported by a letter of credit or insured under a policy of foreign credit insurance, in each case in form, substance and issued by a party acceptable to Bank;

(v)    any account which arises from the sale or lease to or performance of services for, or represents an obligation of, an employee, affiliate, partner, member, parent or subsidiary of Borrower;

(vi)    that portion of any account, which represents interim or progress billings or retention rights on the part of the account debtor;

(vii)    any account which represents an obligation of any account debtor when twenty percent (20%) or more of Borrower's accounts from such account debtor are not eligible pursuant to (i) above;

(viii)    that portion of any account from an account debtor which represents the amount by which Borrower's total accounts from said account debtor exceeds twenty-five percent (25%) of Borrower's total accounts;

(ix)    any account deemed ineligible by Bank when Bank, in its sole discretion, deems the creditworthiness or financial condition of the account debtor, or the industry in which the account debtor is engaged, to be unsatisfactory.”

11.    Section 4.9(a) of the Agreement hereby is amended and restated in its entirety to read as follows:

“(a)    Modified Quick Ratio greater than (i) 2.00 to 1.00 at all times, measured quarterly beginning with the quarter ending June 30, 2013, with “Modified Quick Ratio” defined as (I) the sum of the aggregate of Borrower’s unrestricted cash at Bank or subject to an account control agreement in favor of, and in form and substance satisfactory to, Bank, plus accounts receivable, divided by (II) total current liabilities plus, to the extent not already included therein, all indebtedness owing from Borrower to Bank.”

12.    Section 4.9(b) of the Agreement hereby is amended and restated in its entirety to read as follows:

“(b)    Adjusted pre-tax net loss (excluding all non-cash contingent payments, accruals and/or income associated with ENDOLOGIX, INC.’s acquisition of NELLIX, INC. approved by Bank) at all times, measured cumulatively and on a quarterly basis, of not more than; (i) Nine Million Dollars ($9,000,000) through June 30, 2013, (ii) Thirteen Million Dollars ($13,000,000) through September 30, 2013, (iii) Fourteen Million Five Hundred Thousand Dollars ($14,500,000) through December 31, 2013, (iv) One Million Five Hundred Thousand Dollars ($1,500,000) through March 31, 2014; and a minimum adjusted pre-tax profit of at least One Dollar ($1) thereafter.”

13.    Section 4.3(f) of the Agreement hereby is amended and restated in its entirety to read as follows:

“(f)    (x) not later than forty-five days after May 15, 2013, (y) not less than ten (10) days prior to requesting any advance under the Line of Credit (other than advances in respect of Letters of Credit or Credit Card Services); and (z) once Borrower has requested its first advance after May 15, 2013, not later than thirty (30) days after the end of each month, a borrowing base certificate, an aged listing of accounts receivable and accounts payable, and a reconciliation of accounts, and immediately upon each request from Bank, a list of the names and addresses of all Borrower’s account debtors;”

14.    Section 5.2 of the Agreement hereby is amended and restated in its entirety to read as follows:

“SECTION 5.2    CAPITAL EXPENDITURES. Make any additional investment in fixed assets in excess of an aggregate of (a) Six Million Dollars ($6,000,000) in the fiscal year ending December 31, 2013 and (b) Nine Million Dollars ($9,000,000) in the fiscal year ending December 31, 2014; provided that for purposes of this Section 5.2, investments in fixed assets shall exclude amounts that are directly paid to contractors by Borrower’s landlord for leasehold improvements (i.e., not funded by Borrower for such expenditures), notwithstanding its potential capitalization to Borrower’s balance sheet under U.S. GAAP”.

15.    Section 5.6 of the Agreement hereby is amended and restated in its entirety to read as follows:

“SECTION 5.6    GUARANTIES. Guarantee or become liable in any way as surety, endorser (other than as endorser of negotiable instruments for deposit or collection in the ordinary course of business), accommodation endorser or otherwise for, nor pledge or hypothecate any assets of Borrower as security for, any liabilities or obligations of any other person or entity in excess of an aggregate amount of Five Hundred Thousand Euro (€500,000) during the term of this Agreement, except any of the foregoing in favor of Bank.”

16.    Section 6.1(f) of the Agreement hereby is amended and restated in its entirety to read as follows:

“(f)    the filing of a notice of judgment lien against Borrower or any Third Party Obligor; or the recording of any abstract of judgment against Borrower or any Third Party Obligor in any county in which Borrower or such Third Party Obligor has an interest in real property; or the service of a notice of levy and/or of a writ of attachment or execution, or other like process, against the assets of Borrower or any Third Party Obligor; or the entry of a judgment(s) against Borrower or any Third Party Obligor in an aggregate amount in excess of Ten Million Dollars ($10,000,000) at any time; or any involuntary petition or proceeding pursuant to the Bankruptcy Code or any other applicable state or federal law relating to bankruptcy, reorganization or other

relief for debtors is filed or commenced against Borrower or any Third Party Obligor.”

17.    No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure at any time to require strict performance by Borrower of any provision shall not affect any right of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank.

18.    Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof.

19.    Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing.

20.    As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank:

(a)    this Amendment, duly executed by Borrower;

(b)    a Second Amended and Restated Promissory Note dated as of even date herewith;

(c)    Corporate Resolution: Borrowing, duly executed by the Secretary of each Borrower; and

(d)    all reasonable fees and expenses incurred through the date of this Amendment, which may be debited from any of Borrower's accounts.

21.    This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

This Sixth Amendment to Credit Agreement (this “Amendment”) is entered into as of July 26, 2013, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”), ENDOLOGIX, INC. and NELLIX, INC. (each a “Borrower” and, collectively, “Borrowers”).

Borrowers and Bank are parties to that certain Credit Agreement dated as of October 30, 2009, as amended from time to time, including by that certain First Amendment to Credit Agreement dated as of April 13, 2010, that certain Second Amendment to Credit Agreement dated as of December 21, 2011, that certain Third Amendment to Credit Agreement dated as of February 21, 2012, that certain Fourth Amendment to Credit Agreement dated as of October 9, 2012 and that certain Fifth Amendment to Credit Agreement dated as of May 15, 2013 (the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

1.    Section 1.1(c) of the Agreement hereby is amended and restated in its entirety to read as follows:

“(c)    Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Six Million Dollars ($6,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. No more than five (5) days after the date of each requested draw on a Letter of Credit, Borrower shall deliver a borrowing base certificate, an aged listing of accounts receivable and accounts payable, and a reconciliation of accounts to Bank unless such items were delivered to Bank in the thirty (30) days preceding such Letter of Credit draw request in accordance with the terms hereunder. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty five (365) days, as designated by Borrower (subject to automatic renewal). If a Letter of Credit is issued and outstanding after the term of the Line of Credit (or after acceleration by Bank pursuant to the terms hereof), Borrower will cash collateralize the undrawn amount of such Letter of Credit in an amount equal to one hundred five percent (105%) of such undrawn amount. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.”

2.    Section 4.3(g) of the Agreement hereby is amended and restated in its entirety to read as follows:

“(g)     (i) at any time a Letter of Credit is issued and outstanding, quarterly within sixty (60) days of the end of each fiscal quarter and (ii) at any time Borrower’s total unrestricted cash falls below Twenty Million Dollars ($20,000,000), monthly within thirty (30) days of the end of each month, a borrowing base certificate, an aged listing of accounts receivable and accounts payable, and a reconciliation of accounts, and immediately upon each request from Bank, a list of the names and addresses of all Borrower’s account debtors;”

3.    New Section 4.3(h) hereby is added to the Agreement to read as follows:

“(h)    from time to time such other information as Bank may reasonably request.”

4.    No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure at any time to require strict performance by Borrower of any provision shall not affect any right of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank.

5.    Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof.

6.    Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing.

7.    As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank:

(d)    this Amendment, duly executed by Borrower;

(e)    all reasonable fees and expenses incurred through the date of this Amendment, which may be debited from any of Borrower's accounts.

8.    This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

This Seventh Amendment to Credit Agreement (this “Amendment”) is entered into as of December 3, 2013, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”), ENDOLOGIX, INC. and NELLIX, INC. (each a “Borrower” and, collectively, “Borrowers”).

Borrowers and Bank are parties to that certain Credit Agreement dated as of October 30, 2009, as amended from time to time, including by that certain First Amendment to Credit Agreement dated as of April 13, 2010, that certain Second Amendment to Credit Agreement dated as of December 21, 2011, that certain Third Amendment to Credit Agreement dated as of February 21, 2012, that certain Fourth Amendment to Credit Agreement dated as of October 9, 2012, that certain Fifth Amendment to Credit Agreement dated as of May 15, 2013 and that certain Sixth Amendment to Credit Agreement dated as of July 26, 2013 (the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

1.    Section 1.5 of the Agreement hereby is amended and restated in its entirety to read as follows:

“SECTION 1.5    SUBORDINATION OF DEBT. All indebtedness and other obligations of Borrower to any other party other than any Permitted Convertible Indebtedness (as defined below) shall be subordinated in right of repayment to all indebtedness and other obligations of Borrower to Bank, as evidenced by and subject to the terms of subordination agreements in form and substance satisfactory to Bank”

2.    Section 5.4 of the Agreement hereby is amended and restated in its entirety to read as follows:

“SECTION 5.4    OTHER INDEBTEDNESS. Create, incur, assume or permit to exist any indebtedness or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except:

(a) the liabilities of Borrower to Bank;

(b) trade payables incurred in the ordinary course of business;

(c) any other liabilities of Borrower existing as of, and disclosed to Bank prior to, the date hereof;

(d) indebtedness (“Permitted Convertible Indebtedness”) of Existing Borrower pursuant to the Convertible Debt Documents in an aggregate principal amount not to exceed One Hundred Million Dollars ($100,000,000) (including any amount issued pursuant to any option to purchase additional notes, including, without limitation, any such option granted to cover over-allotments) that (i) is convertible into common stock of Existing Borrower and/or cash (in an amount determined by reference to the price of such common stock), (ii) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the maturity date of the Line of Credit (it being understood that such indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (iii) hereof and may provide for cash payments upon conversion prior to the maturity date of such indebtedness provided that, for the avoidance of doubt, at the time of any such cash payment Existing Borrower shall be in compliance with the covenants set forth in Section 4.9), (iii) has terms and conditions (other than interest rate and redemption premiums), taken as a whole, that are not materially less favorable to Existing Borrower than the terms and conditions customary at the time for convertible debt securities issued in a broadly distributed offering and (iv) is incurred by Existing Borrower; provided, that both immediately prior and after giving effect to the incurrence thereof, (x) no Event of Default shall exist or result therefrom and (y) Existing Borrower shall be in compliance with the covenants set forth in Section 4.9; provided, further, that a certificate of the chief financial officer of Borrower delivered to Bank at least two Business Days prior to the incurrence of such indebtedness, together with a disclosure document containing the summary description of the material terms and conditions of such indebtedness, stating that Existing Borrower has determined in good faith that such terms and conditions satisfy the requirements of this clause (d), shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless Bank notifies Existing Borrower within one Business Day of receipt of such certificate that it disagrees with such determination; and

(e) any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.

As used herein, “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are required or authorized to close under the laws of, or are in fact closed, in New York.

As used herein, “Convertible Debt Documents” means (i) an indenture, (ii) a global note and (iii) one or more transaction confirmations, in each case relating to an offering of Permitted Convertible Indebtedness by Existing Borrower and related

Permitted Bond Hedge Transactions and Permitted Warrant Transactions entered into by Existing Borrower .

As used herein, “Existing Borrower” means ENDOLOGIX, INC.

As used herein, “Permitted Bond Hedge Transaction” means any call or capped call option (or substantively equivalent derivative transaction) on Existing Borrower’s common stock purchased by Existing Borrower in connection with the issuance of any Permitted Convertible Indebtedness; provided that the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by Existing Borrower from the sale of any related Permitted Warrant Transaction, does not exceed the net proceeds received by Existing Borrower from the issuance of such Permitted Convertible Indebtedness in connection with such Permitted Bond Hedge Transaction.

As used herein, “Permitted Warrant Transaction” means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on Existing Borrower’s common stock sold by Existing Borrower substantially concurrently with any purchase by Existing Borrower of a related Permitted Bond Hedge Transaction.”

3.    Section 5.6 of the Agreement hereby is amended and restated in its entirety to read as follows:

“SECTION 5.6    GUARANTIES. Guarantee or become liable in any way as surety, endorser (other than as endorser of negotiable instruments for deposit or collection in the ordinary course of business), accommodation endorser or otherwise for, nor pledge or hypothecate any assets of Borrower as security for, any liabilities or obligations of any other person or entity in excess of an aggregate amount of Five Hundred Thousand Euro (€500,000) during the term of this Agreement, except (a) any of the foregoing in favor of Bank and (b) any of the foregoing in connection with any Permitted Convertible Indebtedness.”

4.    Section 5.7 of the Agreement hereby is amended and restated in its entirety to read as follows:

“SECTION 5.7 LOANS, ADVANCES, INVESTMENTS. Make any loans or advances to or investments in any person or entity, except (a) any of the foregoing existing as of, and disclosed to Bank prior to, the date hereof and (b) pursuant to any Permitted Bond Hedge Transaction.”

“SECTION 5.8 DIVIDENDS, DISTRIBUTIONS. Declare or pay any dividend or distribution either in cash, stock or any other property on Borrower’s stock now or hereafter outstanding, nor redeem, retire, repurchase or otherwise acquire any shares of any class of Borrower's stock now or hereafter outstanding except:

(a) pursuant to any Permitted Bond Hedge Transaction;

(b) Existing Borrower may make (i) regularly scheduled payments of interest in respect of any Permitted Convertible Indebtedness and (ii) any required payments of principal in respect of any Permitted Convertible Indebtedness made in accordance with this Agreement;

(c) Existing Borrower may make cash payments in connection with any conversions of Permitted Convertible Indebtedness; provided that (1) both immediately prior and after giving effect to any such payment, (x) no Event of Default shall exist or result therefrom and (y) Borrower shall be in compliance with the covenants set forth in Section 4.9; and

(d) Existing Borrower may purchase a Permitted Bond Hedge Transaction and can settle any related Permitted Warrant Transaction by set-off against such related Permitted Bond Hedge Transaction (if such set-off is permitted under the terms thereof), by delivery of shares of its common stock and, subject to compliance with the proviso to paragraph (c) above, by payment of the amounts due under the Permitted Warrant Transaction in cash, securities or other property.”

6.    Section 6.1(g) of the Agreement hereby is amended and restated in its entirety to read as follows:

“(g)    There shall exist or occur any event or condition that Bank in good faith believes materially impairs, or is substantially likely materially to impair, the prospect of payment or performance by Borrower, any Third Party Obligor, or the general partner of either if such entity is a partnership, of its material obligations under any of the Loan Documents. For the avoidance of doubt, Borrower and Bank agree that Borrower’s entry into, performance of its obligations under and settlement (by early termination or otherwise) of any Permitted Convertible Indebtedness, any Permitted Bond Hedge Transaction or any Permitted Warrant Transaction entered into in accordance with this Agreement will not materially impair such prospect of payment or performance.”

7.    No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure at any time to require strict performance by Borrower of any

provision shall not affect any right of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank.

8.    Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof.

9.    Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing.

10.    As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank:

(a)    this Amendment, duly executed by Borrower;

(c)    all reasonable fees and expenses incurred through the date of this Amendment, which may be debited from any of Borrower's accounts.

11.    Promptly (and in any event, within three Business Days) following the closing of any offering of any Permitted Convertible Indebtedness and/or the entering into of any Permitted Bond Hedge Transaction or Permitted Warrant Transaction by Borrower, Borrower shall provide to Bank (i) executed copies of the applicable Convertible Debt Documents and (ii) a certificate of the chief financial officer of Borrower stating that the Convertible Debt Documents are consistent in all material respects with the summary description delivered with the certificate delivered pursuant to Section 10(b) hereof.

12.    This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.