[Section 5.15] of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

[Section 5.7(a)] is replaced in its entirety to read as follows:

[Section 5.7(b)] is amended by adding a new sentence at the end thereof as follows:

[Schedule 5.08(b)] sets forth a complete and accurate list of all Liens on the property or assets of the Borrower and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on [Schedule 5.08(b)], and as otherwise permitted by Section 7.01.

[Schedule 5.08(e)] sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the date hereof (other than Investments held by a Loan Party or Subsidiary in any other Subsidiary), showing as of the date hereof the amount, obligor or issuer and maturity, if any, thereof.

[Section 5.1] of the Plan shall be, and hereby is, amended to increase the aggregate number of shares of Common Stock issuable thereunder to 1,250,000, and such section is thereby to read as follows:

[Section 5.6(a)] of the Permal Disclosure Schedule sets forth the authorized, issued and outstanding Equity Interests of each Subsidiary of each Permal Contributed Entity and the beneficial and record owner of such issued and outstanding Equity Interests. All such issued and outstanding Equity Interests # have been duly authorized, # are validly issued, fully paid and non-assessable, # were issued in compliance with applicable Laws (including state and federal securities Laws), # are not subject to, nor were they issued in violation of, any preemptive rights, rights of first refusal, or similar rights and # are held and owned beneficially and of record free and clear of all options, contracts, calls, puts, rights to subscribe, conversion rights and other Liens (other than restrictions imposed by securities Laws that are generally applicable to securities that have not been registered or qualified with a Governmental Authority). The Company does not have (and never has had) any Subsidiaries.

[Section 5.8(a)] of Permal Disclosure Schedule contains copies of # audited consolidated financial statements of The Saint James Bank & Trust Ltd. and certain of its Affiliates named therein, consisting of the balance sheet of such Permal Entities as of December 31, 2012, December 31, 2013, and December 31, 2014, and the related statements of income and retained earnings, stockholder’s equity and cash flow for the twelve-month period ended thereon, and unaudited combined financial statements of the Permal Entities, consisting of the balance sheet of such Permal Entities as of December 31, 2012, December 31, 2013, and December 31, 2014, and the related statements of income and retained earnings, stockholder’s equity and cash flow for the twelve-month period ended thereon (each, a “Permal Annual Financial Statements”), # unaudited consolidated financial statements, consisting of the unaudited balance sheet of the The Saint James Bank & Trust Ltd. and certain of its Affiliates named therein as of September 30, 2015 and the related statements of income and retained earnings, stockholder’s equity and cash flow for the nine-month period ended thereon (each, a “St. James Interim Financial Statement”), and # unaudited combined financial statements, consisting of the unaudited balance sheet of each of the Permal Entities as of September 30, 2015 and the related statements of income and retained earnings, stockholder’s equity and cash flow for the nine-month period ended thereon (each, together with each St. James Interim Financial Statement, a “Permal Interim Financial Statement”) and the Permal Interim Financial Statements, together with the Permal Annual Financial Statements, the “Permal Financial Statements”).

[Section 5.21(l)] of the Permal Disclosure Schedule sets forth which of the Permal Entities are “controlled foreign corporations” as defined in section 957(a) of the Code.

[Section 5.02(a)(vii)] of the Credit Agreement is hereby amended by deleting the clause “, provided that no such Lien shall extend to or cover any Unencumbered Asset” at the end thereof.