Capital Expenditures. ​ shall not, and shall not permit any of its Subsidiaries to, incur Capital Expenditures during any fiscal year in an aggregate amount for ​ and its Subsidiaries in excess of the CapEx Cap Amount with respect to such fiscal year. As used herein, “CapEx Cap Amount” means, with respect to any fiscal year, $150,000,000; provided, that such amount shall be increased by an amount equal to the excess, if any (but in no event more than $75,000,000), of the CapEx Cap Amount for the previous fiscal year (as calculated without giving effect to this proviso) over the actual amount of Capital Expenditures incurred by ​ and its Subsidiaries during such previous fiscal year.

Capital Provider. Client has entered into an Advisory Services Agreement with Dominion Harbor Group, LLC (the “Capital Provider”) dated July 22, 2015, pursuant to which Capital Provider has agreed to pay the Enforcement Expenses pursuant to Section 10 of this Agreement. In the event of Capital Provider’s breach of its duty to pay Enforcement Expenses and failure to cure such breach within forty-five (45) days of written notice from BJC to Clientof suchbreach,thepartiesagreethatBJCshallcontinuetopursueitsactivitiesunderthisAgreement with the following modifications, so long as such breach has not occurred within one year of the effective date of thisAgreement:

If, after the date hereof, Issuing Bank or any Lender reasonably determines that # any Change in Law regarding capital or reserve requirements for banks or bank holding companies, or # compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy (whether or not having the force of law) issued after the Closing Date, has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital as a consequence of Issuing Bank’s or such Lender’s commitments hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount reasonably deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on written demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. If any [[Organization A:Organization]] or the L/C Issuer determines that any Change in Law affecting such [[Organization A:Organization]] or the L/C Issuer or any Lending Office of such [[Organization A:Organization]] or such [[Organization A:Organization]]’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such [[Organization A:Organization]]’s or the L/C Issuer’s capital or on the capital of such [[Organization A:Organization]]’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such [[Organization A:Organization]] or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such [[Organization A:Organization]], or the Letters of Credit issued by the L/C Issuer, to a level below that which such [[Organization A:Organization]] or the L/C Issuer or such [[Organization A:Organization]]’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such [[Organization A:Organization]]’s or the L/C Issuer’s policies and the policies of such [[Organization A:Organization]]’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the ​ will pay to such [[Organization A:Organization]] or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such [[Organization A:Organization]] or the L/C Issuer or such [[Organization A:Organization]]’s or the L/C Issuer’s holding company for any such reduction suffered.

Section # Changes in Capital Adequacy Regulations 43

changes in working capital or inventory levels;

· Adverse changes in the national and regional economies in which we will participate, including, but not limited to, changes in our performance, capital availability, and market demand.

In the event of specified changes in the Company’s capital structure as set forth in [Section 13] of the Incentive Plan, the Committee is required to adjust the Stock Grant Shares in a reasonable and equitable manner to reflect such changes in the Company’s capital structure. This appendix will continue to apply to your awards as so adjusted.

Conforming Changes. In connection with the use, administration, adoption or implementation of any Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time, in consultation with the Borrower and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective concurrently with written notice of the applicable Conforming Changes to the Borrower, which notice shall include a reasonably detailed description thereof, and without any further action or consent of any other party to this Agreement or any other Loan Document.

Accounting Changes. Make any change in # accounting policies or reporting practices, except as required by GAAP, or # their fiscal year.