[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 5.7(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:

[Section 5.3(a)] of the Credit Agreement is hereby amended by inserting the text “or such lower amount as may then be available under the Total Revolving Loan Commitments pursuant to [Section 2.1(b)(vi)] or [Section 2.1(c)(iv)], as applicable” immediately following the text “the Total Revolving Loan Commitments then in effect” appearing in such Section.

[Section 5.01(a)] of the Existing Credit Agreement is amended and restated in its entirety as follows:

[Section 5.02(c)] of the Existing Credit Agreement is amended by replacing the dollar amount “$100,000” with “$500,000.”

ARTICLE # -- DEFERRAL OF AWARDS 5

New Item 5. of SECTION ONE, SUBJECT MATTER. The following new Item 5. Is hereby inserted in the Technology License Agreement:

Notwithstanding, [Section 5.2(a)] above, upon the death of a Participant prior to the entire balance of the Participant’s Post-2004 Account having been paid, the remaining unpaid balance shall be payable to the Beneficiary as soon as practicable but no later than 90 days following the Participant’s death.