AMENDMENT NO. 1 TO CREDIT AGREEMENT

Exhibit 10.27

AMENDMENT NO. 1 TO CREDIT AGREEMENT

AMENDMENT dated as of March 15, 2005 (this “Amendment”) to the Credit Agreement dated as of August 5, 2004 (the “Credit Agreement”) among REFCO GROUP LTD., LLC, a Delaware limited liability company and successor by merger to REFCO FINANCE HOLDINGS LLC (the “Borrower”), NEW REFCO GROUP LTD., LLC, a Delaware limited liability company (“Holdings”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), BANC OF AMERICA SECURITIES LLC, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands branch, and DEUTSCHE BANK SECURITIES INC., as co-lead arrangers and joint book running managers, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Syndication Agent, DEUTSCHE BANK SECURITIES INC., as Documentation Agent, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

PRELIMINARY STATEMENTS

(1) WHEREAS, the Borrower desires to refinance and replace all outstanding Term Loans under the Credit Agreement with a new class of term loans under the Credit Agreement, to be designated “Term B Loans”, up to an aggregate principal amount of $648,000,000, having identical terms with, and having the same rights and obligations under the Loan Documents as, such outstanding Term Loans, except as such terms are amended hereby.  Such refinancing is contemplated by Section 10.01 of the Credit Agreement.

(2) WHEREAS, each Term Lender who executes and delivers this Amendment shall be deemed, upon the effectiveness of this Amendment, to have exchanged its Term Loans for Term B Loans under the Credit Agreement in the same aggregate principal amount as such Term Lender’s outstanding Term Loans as in effect immediately prior to the Term B Facility Effective Date (as defined in Section 12 of this Amendment), and such Term Lender shall thereafter become a Term B Lender under the Credit Agreement.  Notwithstanding anything herein to the contrary, it is understood and agreed that the Term B Loans amend and restate in their entirety the Term Loans and there is no novation of the Term Loans.

(3) WHEREAS, each Person who executes and delivers this Amendment as a term lender other than pursuant to an exchange of outstanding Term Loans described in Section 2.01(a)(ii) of the Credit Agreement as amended hereby, will make Term B Loans on the Term B Facility Effective Date to the Borrower in an aggregate principal amount equal to such Additional Term B Lender’s Term B Commitment. The proceeds of the Additional Term B Loans will be used by the Borrower to refinance in full the outstanding principal amount of the outstanding Term Loans of the Term Lenders, if any, who do not execute

and deliver this Amendment.  It is understood and agreed that an Additional Term B Lender may be a Person that is an existing Term Lender.

(4) WHEREAS, the Borrower shall, on the Term B Facility Effective Date, pay to each Term Lender that does not exchange its Term Loans for Term B Loans under the Credit Agreement all accrued and unpaid interest then outstanding on its Term Loans.

(5) WHEREAS, the Borrower further desires to permit the application of proceeds from a Qualifying IPO to the prepayment of the Senior Subordinated Notes.

(6) WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement to effect the changes described above, and certain other changes described herein, and the Lenders have agreed, subject to the terms and conditions hereinafter set forth, to amend the Credit Agreement to effect all such changes as set forth below in certain respects as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.  Defined Terms; References.  Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each term used in the Preliminary Statements hereof that is not defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement as amended by Section 2 below.  Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after the First Amendment Effective Date (as defined in Section 12 of this Amendment), refer to the Credit Agreement as amended hereby.

SECTION 2.  Amendments to Definitions.

(a) Section 1.01 of the Credit Agreement is amended by adding the following definitions in appropriate alphabetical order:

““Additional Term B Commitment” means, as to each Additional Term B Lender, its obligation to make a Term B Loan to the Borrower in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Additional Term B Commitment”, or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

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“Additional Term B Lender” means, at any time, any Lender that has an Additional Term B Commitment or an Additional Term B Loan at such time.

“Additional Term B Loan” means a Loan made pursuant to Section 2.01(a)(iii) on the Term B Facility Effective Date.

“Debt Rating” means, as of any date of determination, the rating of the Facilities as determined by either S&P or Xxxxx’x (collectively, the “Debt Ratings”).

“Exempt IPO” means a Qualifying IPO that is consummated on or prior to July 2, 2007.

“First Amendment” means the First Amendment to this Agreement, dated as of March 15, 2005, among Holdings, the Borrower, the Administrative Agent and the Lenders party thereto.

“Term B Borrowing” means a borrowing consisting of simultaneous Term B Loans of the same Type made by the Term B Lenders.

“Term B Commitment” means, as to each Term B Lender, its obligation to make a Term B Loan to the Borrower pursuant to Section 2.01(a) in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Term B Commitment”, or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Term B Facility Effective Date” is defined in Section 12 of the First Amendment.

“Term B Lender” means, collectively, (a) each Term Lender that executes and delivers the First Amendment on or prior to the Term B Facility Effective Date, (b) each Additional Term B Lender and (c) each Lender that acquires a Term B Loan or a Term B Commitment pursuant to an Assignment and Assumption.

“Term B Loan” means a Loan made pursuant to Section 2.01(a)(iii) or deemed made pursuant to Section 2.01(a)(ii).

“Term B Loan Replacement Debt” means Indebtedness that is (a) incurred after the Term B Facility Effective Date and on or before the date that is the first anniversary of the Term B Facility Effective Date, (b) a new tranche of term loans that is secured or is broadly marketed or syndicated to banks and other institutional investors in financings similar to the Facility (whether incurred under this Agreement (including a new

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tranche of term loans as contemplated by Section 10.01 of this Agreement) or under separate documentation and whether with the Lenders or with other institutions) with an interest rate margin applicable thereto that is less than the Applicable Rate with respect to the Term B Loans and (c) incurred for the primary purpose of refinancing the Term B Loans.  Notwithstanding the foregoing, any refinancing of the Term B Loans in connection with a bond offering or an Initial Public Offering shall not constitute Term B Loan Replacement Debt.

“Term B Note” means a promissory note of the Borrower payable to any Term B Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate indebtedness of the Borrower to such Term B Lender resulting from the Term B Loans made or deemed made by such Term B Lender.”

(b) Section 1.01 of the Credit Agreement is further amended as follows:

(i) By amending the following definitions to read in their entirety as follows:

“Applicable Rate” means a percentage per annum equal to:  (a) until the date that is six (6) months after the Closing Date, (i) for Eurodollar Rate Loans, 2.75%, (ii) for Base Rate Loans, 1.75%, (iii) for Letter of Credit fees, 2.75% and (iv) for commitment fees, 0.50% and (b) thereafter, (i) with respect to Revolving Loans, Letter of Credit Fees and commitment fees, the percentages per annum set forth in the first table below, based upon the Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) and (ii) with respect to Term Loans, the percentages per annum set forth in the second table below, based upon the Debt Rating as set forth in such table:

			Applicable Rate
					Revolving Loans
Pricing Level			Leverage Ratio		Eurodollar Rate and Letter of Credit Fees		Base Rate		Commitment Fee Rate
1			>5.00:1		2.75	%	1.75	%	0.50	%
2			>4.50:1 but <5.00:1		2.50	%	1.50	%	0.50	%
3			>4.00:1 but <4.50:1		2.00	%	1.00	%	0.50	%
4			<4.00:1		1.75	%	0.75	%	0.25	%

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Any increase or decrease in the Applicable Rate resulting from a change in the Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided that at the option of the Administrative Agent or the Required Lenders, Pricing Level 1 shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the pricing level otherwise determined in accordance with this definition shall apply).

Term B Loans

Pricing Level			Eurodollar Rate		Base Rate
1			1.75	%	0.75	%
2			2.00	%	1.00	%
3			2.25	%	1.25	%

Xxxxx 0 shall apply if the Debt Rating is at least BB- by S&P and Ba3 by Xxxxx’x.

Level 2 shall apply if the Debt Rating is at least BB- by S&P and B1 by Xxxxx’x, and Level 1 does not apply.

Level 3 shall apply if neither Xxxxx 0 xxx Xxxxx 0 applies.

Upon the Term B Facility Effective Date, the Applicable Rate with respect to Term Loans shall be determined based upon the Debt Rating specified in the certificate delivered pursuant to Section 12(b)(vi) of the First Amendment.  Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective, in the case of an upgrade, on the date of delivery by a Responsible Officer of the Borrower to the Administrative Agent of notice thereof and, in the case of a downgrade, on the date of the public announcement thereof.

“Commitment” means a Term B Commitment, an Additional Term B Commitment or a Revolving Credit Commitment, as the context may require.”.

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“Term Lender” means any Lender that had outstanding Term Loans immediately prior to the Term B Facility Effective Date, in such capacity.

“Term Loan” means an advance made pursuant to Section 2.01(a)(i).”

(ii) By adding the following words at the beginning of clause (vi) of the definition of “Excess Cash Flow”: “for the purpose of calculating Excess Cash Flow for purposes of Section 2.05(b)(i) only,”.

(iii) By replacing the words “Term Facility” where they appear in the definition of “Permitted Subordinated Indebtedness” with “Term B Loans”.

(iv) By deleting the definition of “Term Note”.

SECTION 3.  Term B Loans.

(a) Section 2.01(a) of the Credit Agreement is hereby amended by inserting “(i) Term Loans” at the beginning of the first sentence thereof and by adding the following new clauses immediately after the third sentence thereof:

“(ii) Exchange.  Subject to the terms and conditions hereof, each Term Lender with a Term B Commitment severally agrees to exchange its Term Loans for a like principal amount in Dollars of Term B Loans on the Term B Facility Effective Date, and from and after the Term B Facility Effective Date such Term Loans shall be deemed refinanced in full and such Term B Loans shall be deemed made hereunder.

(iii) The Additional Term B Loans.  Subject to the terms and conditions hereof, each Additional Term B Lender severally agrees to make a term loan in Dollars to the Borrower on the Term B Facility Effective Date in a principal amount not to exceed its Additional Term B Commitment on the Term B Facility Effective Date. The Borrower shall refinance all Term Loans of Term Lenders that do not execute or deliver the First Amendment on the Term B Facility Effective Date with the gross proceeds of the Additional Term B Loans.

(iv) Interest.  On the Term B Facility Effective Date, the Borrower shall pay all accrued and unpaid interest on the Term Loans to any Term Lenders that do not exchange their Term Loans for Term B Loans; provided that it is understood that the Interest Periods of such Term Loans in effect prior to the Term B Facility Effective Date shall continue on and after the Term B Facility Effective Date.

(vi) Modification of Reference.  Upon the Term B Facility Effective Date, the Term B Loans shall have the same terms, rights and

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obligations as the Term Loans as set forth in the Loan Documents, except as modified by the First Amendment, and all references to “Term Borrowing”, “Term Loans”, “Term Commitment”, “Term Note”, and “Term Lenders” in the Loan Documents shall be deemed to be references to “Term B Borrowing”,  “Term B Loans”, “Term B Commitments”, “Term B Note” and “Term B Lenders”, except (x) for each of their respective definitions and (y) as such terms are used in Section 2.01(a)(i) of the Credit Agreement and the First Amendment.

(b) Prepayment Premium.  Section 2.05 of the Credit Agreement is amended by adding the following new clause (c) immediately after clause (b) therein:

“(c) Any prepayment of Term B Loans with the proceeds of, or in connection with the incurrence of, Term B Loan Replacement Debt shall be accompanied by a prepayment fee for the account of each Term B Lender equal to 1.00% of the aggregate principal amount of the Term B Loans of such Term B Lender being prepaid.”

(c) Section 2.05(a)(i) of the Credit Agreement is hereby amended by replacing the words “Term Facility” where they appear with “Term B Loans”.

(d) Section 2.14(a) and Section 10.01 are hereby amended by replacing the words “Applicable Margin” with the words “Applicable Rate” each time they appear.

SECTION 4.  Excess Cash Flow Mandatory Prepayment.  Section 2.05(b)(i) of the Credit Agreement is hereby amended by replacing clause (B)(2) of the proviso therein with the following new clause (B)(2):

“(2) 0% (x) if the Leverage Ratio as of the last day of the immediately preceding four fiscal quarters was less than 3.0:1 or (y) upon the consummation of an Exempt IPO”

SECTION 5.  Application of proceeds of Qualifying IPO.  Section 2.05(b)(iii) of the Credit Agreement is amended to read in its entirety as follows:

“(iii) (A) On or prior to the date which is five (5) Business Days after the receipt of Net Cash Proceeds from a Specified Equity Issuance, the Borrower shall cause to be prepaid the aggregate principal amount of Term Loans in an amount equal to 50% of all Net Cash Proceeds received from such Specified Equity Issuance (other than any Specified Equity Issuance by any Regulated Subsidiary to the extent, and for so long as, the Net Cash Proceeds thereof may not be remitted to an Unregulated Person (A) as a result of the failure to receive necessary regulatory approvals or (B) pursuant to intercompany loans, distributions on equity or otherwise, without causing a Mandatory Prepayment Net Capital Deficiency with respect to such Regulated Subsidiary to occur); provided that such

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percentage shall be reduced to (x) 25% if the Leverage Ratio as of the last day of the prior fiscal quarter was less than 4.0:1 and (y) 0% if the Leverage Ratio as of the last day of the prior fiscal quarter was less than 3.0:1; provided further that no such prepayment shall be required pursuant to this Section 2.05(b)(iii)(A) from the proceeds of an Exempt IPO to the extent that, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to apply such Net Cash Proceeds to repay the Senior Subordinated Notes in accordance with Section 2.05(b)(iii)(B) (which election may only be made if no Event of Default has occurred and is then continuing);

(B)  With respect to any Net Cash Proceeds realized or received with respect to any Exempt IPO (the “Exempt IPO Proceeds”), at the option of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower may apply all or any portion of the Exempt IPO Proceeds to repay the Senior Subordinated Notes within ninety-one (91) days following receipt thereof; provided that if at least 50% of the Exempt IPO Proceeds are not so applied at the end of such period, an amount equal to 50% of the Exempt IPO Proceeds less the amount of the Exempt IPO Proceeds so applied shall be immediately applied to prepay the Term B Loans as set forth in Section 2.05(b)(v).”

SECTION 6.  Application of Proceeds of Term B Loan.  Section 6.11 of the Credit Agreement is amended by adding the following sentence at the end thereof:

“Proceeds from the Term B Loans shall be used solely to refinance and replace the Term Loans.”

SECTION 7.  Permitted Acquisition Basket.  Section 7.02(i)(B) of the Credit Agreement is amended by deleting the “(x)” and the words “and (y) $200,000,000 for any single purchase or acquisition or series of related purchases or acquisitions” therein.

SECTION 8.  Permitted Holdco Debt Incurrence Test.  Section 7.03(c)(iii) of the Credit Agreement is amended by deleting the words “and the Leverage Ratio shall be less than 3.75:1” in clause (ii) of the proviso in such Section.

SECTION 9.  Prepayments of Senior Subordinated Notes.  Section 7.14(a) of the Credit Agreement is amended by replacing the “and” immediately before clause (ii) thereof with a comma, and adding the following new clause (iii) immediately after clause (ii):

“(iii) the prepayment of the Senior Subordinated Notes from the proceeds of an Exempt IPO, as contemplated by Section 2.05(b)(iii).”

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SECTION 10.  Form of Term B Note.  Upon the Term B Facility Effective Date, Exhibit C-1 to the Credit Agreement is replaced in its entirety by the form of new Exhibit C-1 attached hereto as Exhibit A.

SECTION 11.  Amendment to Schedule 2.01.  Upon the Term B Facility Effective Date, Schedule 2.01 to the Credit Agreement shall be amended in its entirety as set forth in Schedule 2.01 to this Amendment.

SECTION 12.  Conditions to Effectiveness.

(a) Subject to paragraph (b) below, this Amendment shall become effective on the date (the “First Amendment Effective Date”) when the Administrative Agent shall have (i) received from each of Holdings, the Borrower and the Required Lenders a counterpart hereof signed by such party or facsimile or other written confirmation (in form reasonably satisfactory to the Administrative Agent) that such party has signed a counterpart hereof, and (ii) received reimbursement for all costs and expenses (including fees, charges and disbursements of counsel to the Administrative Agent) incurred in connection with the preparation, negotiation and execution of this Amendment for which the Borrower shall have received written notice.

(b) The portions of this Amendment relating to the refinancing and replacement of the Term Loans with the Term B Loans shall become effective as of the date (the “Term B Facility Effective Date”) when, and only when, each of the following conditions shall have been satisfied to the satisfaction of the Administrative Agent:

(i) First Amendment Effective Date.  The First Amendment Effective Date shall have occurred.

(ii) Execution of Counterparts.  The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of each of Holdings, the Borrower, the Administrative Agent and each Term Lender or, in lieu of one or more Term Lenders, one or more Additional Term B Lenders providing Additional Term B Commitments in an amount sufficient to refinance the outstanding principal amount of the Term Loans owed to such non-consenting Term Lenders, or as to any of the foregoing parties, other written confirmation (in form reasonably satisfactory to the Administrative Agent) that such party has signed a counterpart hereof.

(iii) Evidence of Debt.  Each Term B Lender shall have received, if requested by it, one or more Term B Notes payable to the order of such Term B Lender duly executed by the Borrower in substantially the form of Exhibit C-1 to the Credit Agreement, as modified by this Amendment, evidencing the Term B Loans.

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(iv) Interest, Etc.  Simultaneously with the making of the Term B Loans, the Borrower shall have paid to all the Term Lenders that do not exchange their Term Loans for Term B Loans all accrued and unpaid interest on the Term Loans to the Term B Facility Effective Date plus additional amounts, if any, owing pursuant to Section 3.05 of the Credit Agreement.

(v) Execution of Consent. The Administrative Agent shall have received counterparts of a consent substantially in the form of Exhibit B to this Amendment, duly executed by each Subsidiary Guarantor.

(vi) Debt Ratings Certificate.  The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying the current Debt Ratings.

SECTION 13.  Representations.  Each of Holdings and the Borrower represents and warrants that (i) the representations and warranties of Holdings, the Borrower and each other Loan Party contained in Article 5 of the Credit Agreement or any other Loan Document shall be true and correct in all material respects on and as of the First Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (ii) no Default will have occurred and be continuing on such date.

SECTION 14.  Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 15.  Counterparts.  This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  Delivery by telecopier of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

	REFCO GROUP LTD., LLC.
	By:	/s/ XXXXXXX XXXXXXX
		Name:	Xxxxxxx Xxxxxxx
		Title:	Chief Executive Officer and President
	NEW REFCO GROUP LTD., LLC
	By:	/s/ XXXXXXX XXXXXXX
		Name:	Xxxxxxx Xxxxxxx
		Title:	Chief Executive Officer and President

			BANK OF AMERICA, N.A., as
			Administrative Agent
			By:	/s/ XXXXXXX XXXXX
				Name:  Xxxxxxx Xxxxx
				Title:  Vice President
			BANK OF AMERICA, N.A., as a Lender
			By:	/s/ XXXXXXX XXXXXXXXXXXX
				Name:  Xxxxxxx Xxxxxxxxxxxx
				Title:  Vice President

			Name of Lender:
			Addison CDO, Limited
			By:	Pacific Investment Management Company LLC,
				as its Investment Advisor
					By:	/s/ Xxxxx X. Xxxxxxxxxx
						Xxxxx X. Xxxxxxxxxx
						Managing Director
			Name of Lender:
			Allstate Life Insurance Company
			By:	/s/ Xxxxx Xxxxxxx
				Name:   XXXXX XXXXXXX
				Title:    Authorized Signatory
			By:	/s/ Xxxxx X. Xxxxxxx
				Name:  XXXXX X. XXXXXXX
				Title:    Authorized Signatory
			Name of Lender:
			AIMCO CDO Series 2000-A
			By:	/s/ Xxxxx Xxxxxxx
				Name:  XXXXX XXXXXXX
				Title:    Authorized Signatory
			By:	/s/ Xxxxx X. Xxxxxxx
				Name:  XXXXX X. XXXXXXX
				Title:    Authorized Signatory
			Name of Lender:
			AIMCO CLO Series 2001-A
			By:	/s/ Xxxxx Xxxxxxx
				Name:   XXXXX XXXXXXX
				Title:    Authorized Signatory
			By:	/s/ Xxxxx X. Xxxxxxx
				Name:   XXXXX X. XXXXXXX
				Title:    Authorized Signatory

					IDS Life Insurance Company
			Name of Lender:		By: American Express Asset Management
					Group, Inc. as Collateral Manager
			By:	/s/ Xxxxxx Xxxxxxx
				Name: Xxxxxx Xxxxxxx
				Title:    Senior Managing Director
					American Express Certificate Company
			Name of Lender:		By: American Express Asset Management
					Group, Inc. as Collateral Manager
			By:	/s/ Xxxxxx Xxxxxxx
				Name: Xxxxxx Xxxxxxx
				Title:    Senior Managing Director

			Antares Capital Corporation
			By:	/s/ Xxxxx Xxxxx
				Name:  Xxxxx Xxxxx
				Title:    Director
			JPMorgan Chase Bank, N.A., as trustee of
				the Antares Funding Trust created
				under the Trust Agreement dated as of
				November 30, 1999.
			By:	/s/ Xxxx Xxxxxxx
				Name: Xxxx Xxxxxxx
				Title:   Vice President
			Mariner CDO 2002, Ltd. By: Antares
				Asset Management Inc., as Collateral
				Manager
			By:	/s/ Xxxxx Xxxxx
				Name: Xxxxx Xxxxx
				Title:   Vice President
			Navigator CDO 2003, Ltd. By: Antares
				Asset Management Inc., as Collateral
				Manager
			By:	/s/ Xxxxx Xxxxx
				Name: Xxxxx Xxxxx
				Title:   Vice President
			Navigator CDO 2004, Ltd. By: Antares
				Asset Management Inc., as Agent
			By:	/s/ Xxxxx Xxxxx
				Name: Xxxxx Xxxxx
				Title:   Vice President

			Name of Lender:
			AVENUE CLO FUND, LIMITED
			By:	/s/ Xxxxxxx X’Xxxxxxx
				Name: XXXXXXX X’XXXXXXX
				Title:   SENIOR PORTFOLIO MANAGER
			Sankaty Advisors, LLC as Collateral
			Manager for XXXXX POINT CLO,
			LTD., as Term Lender
			By:	/s/ Xxxxxxx Xxxxxxx
				Name: XXXXXXX XXXXXXX
				Title:   SENIOR VICE PRESIDENT
			Name of Lender:
			AZU & Funding
			By:	/s/ Xxxxx X. Xxxxxxxx
				Name: XXXXX X. XXXXXXXX
				Title:   MANAGING DIRECTOR

		Name of Lender:
			BABSON CLO LTD. 2003-I
			BABSON CLO LTD. 2004-I
			BABSON CLO LTD. 2004-II
			SUFFIELD CLO, LIMITED
			By:	Babson Capital Management LLC as
				Collateral Manager
			By:	/s/ Xxxxx X. Xxxxx
				Name: Xxxxx X. Xxxxx, CFA
				Title:   Managing Director
		Name of Lender:
			MAPLEWOOD (CAYMAN) LIMITED
			By:  Babson Capital Management LLC
			As Investment Manager
			By:	/s/ Xxxxx X. Xxxxx
				Name: Xxxxx X. Xxxxx, CFA
				Title:   Managing Director
			MASSACHUSETTS MUTUAL LIFE
				INSURANCE COMPANY
			By:	Babson Capital Management LLC as
				Investment Adviser
			By:	/s/ Xxxxx X. Xxxxx
				Name: Xxxxx X. Xxxxx, CFA
				Title:   Managing Director
			LOAN FUNDING VIII LLC
			By:  Babson Capital Management LLC
			As Portfolio Manager
			By:	/s/ Xxxxx X. Xxxxx
				Name: Xxxxx X. Xxxxx, CFA
				Title:   Managing Director

	Name of Lender: BALLANTYNE FUNDING LLC
			By:	/s/ Xxxxxxxx X. Xxxxxxx
				Name: Xxxxxxxx X. Xxxxxxx
				Title:   Assistant Vice President
			Name of Lender: Ballyrock CDO I Limited,
			By: Ballyrock Investment Advisors LLC, as
			Collateral Manager
			By:	/s/ Xxxx Xxxxx
				Name: Xxxx Xxxxx
				Title:   Assistant Treasurer
			Name of Lender: Ballyrock CLO II
			Limited, By: Ballyrock Investment Advisors
			LLC, as Collateral Manager
			By:	/s/ Xxxx Xxxxx
				Name: Xxxx Xxxxx
				Title:   Assistant Treasurer

			Name of Lender: Bank fur Arbeit und
			Wirtschaft Aktiengesellschaft
			By:	/s/ Xx. Xxxxxx Xxxxxx
				Name: Xx. Xxxxxx Xxxxxx
				Title:   SVP
			By:	/s/ Xxx Xxxxx
				Name: Xxx Xxxxx
				Title:   VP
			Bear Xxxxxxx Loan Trust
			By: Bear Xxxxxxx Asset Management, Inc.,
			as its attorney-in-fact
			By:	/s/ Niell D. [ILLEGIBLE]
				Name: Niell D. [ILLEGIBLE]
				Title:   Managing Director
			Name of Lender:		BIG SKY SENIOR LOAN FUND, LTD.
					BY: XXXXX XXXXX MANAGEMENT
					AS INVESTMENT ADVISOR
			By:	/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title:   Vice President

			Name of Lender:		BIG SKY III SENIOR LOAN TRUST
					BY: XXXXX XXXXX MANAGEMENT
					AS INVESTMENT ADVISOR
			By:	/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title:   Vice President
	Name of Lender: BIRCHWOOD FUNDING LLC
			By:	/s/ Xxxxxxxx X. Xxxxxxx
				Name: Xxxxxxxx X. Xxxxxxx
				Title:   Assistant Vice President
			Name of Lender:
			BlackRock Global Floating Rate Income Trust
			By:	/s/ [ILLEGIBLE]
				Name: [ILLEGIBLE]
				Title:   Authorised Signature
				Braymoor & Co.
				By: Bear Xxxxxxx Asset Management, Inc.
				as its attorney-in-fact
			By:	/s/ Niell D. [ILLEGIBLE]
				Name: Niell D. [ILLEGIBLE]
				Title:   Managing Director

			Name of Lender:
			Bushnell CBNA Loan Funding LLC, for
			itself or as agent for Bushnell CFPI Loan
			Funding LLC
			By:	/s/ Xxxxx Xxxxx
				Name: XXXXX XXXXX
				Title:   AS ATTORNEY-IN-FACT
				Name of Lender: Trust Company of the West
			C-SQUARED CDO LTD.
		By: TCW Advisors, Inc., as its
		Portfolio Manager
			By:	/s/ Xxxxxxxx X. Xxxxxx
			Name: XXXXXXXX X. XXXXXX
			Title:   MANAGING DIRECTOR
			Name of Lender:			Carlyle High Yield Partners, L.P.
			By:	/s/ Xxxxx Xxxx
				Name: XXXXX XXXX
				Title:   MANAGING DIRECTOR
			Name of Lender:		Carlyle High Yield Partners II, Ltd.
			By:	/s/ Xxxxx Xxxx
				Name: XXXXX XXXX
				Title:   MANAGING DIRECTOR

Name of Lender:

Carlyle High Yield Partners III, Ltd.

By:

/s/ Xxxxx Xxxx

Name: XXXXX XXXX

Title:   MANAGING DIRECTOR

Name of Lender:

Carlyle High Yield Partners IV, Ltd.

By:

/s/ Xxxxx Xxxx

Name: XXXXX XXXX

Title:   MANAGING DIRECTOR

Name of Lender:

Carlyle High Yield Partners VI, Ltd.

By:

/s/ Xxxxx Xxxx

Name: XXXXX XXXX

Title:   MANAGING DIRECTOR

Name of Lender:

Carlyle Loan Opportunity Fund

By:

/s/ Xxxxx Xxxx

Name: XXXXX XXXX

Title:   MANAGING DIRECTOR

Name of Lender:

Carlyle Loan Investment, Ltd.

By:

/s/ Xxxxx Xxxx

Name: XXXXX XXXX

Title:   MANAGING DIRECTOR

			Name of Lender: Trust Company of the West
			CELERITY CLO LIMITED
			By:		TCW Advisors, Inc.,
					As Agent
			By:		/s/ Xxxxxxx X. Xxxxx
					Name: XXXXXXX X. XXXXX
					Title:   SENIOR VICE PRESIDENT
			By:		/s/ Xxxxxxxx X. Xxxxxx
					Name: XXXXXXXX X. XXXXXX
					Title:   MANAGING DIRECTOR
						Centurion CDO VI, Ltd.
			Name of Lender:			By: American Express Asset Management
						Group, Inc. as Collateral Manager
			By:		/s/ Xxxxxxx X. Xxxx
					Name: Xxxxxxx X. Xxxx
					Title:   Director-Operations
						Centurion CDO II, Ltd.
			Name of Lender:			By: American Express Asset Management
						Group, Inc. as Collateral Manager
			By:		/s/ Xxxxxxx X. Xxxx
					Name: Xxxxxxx X. Xxxx
					Title:   Director-Operations

						Centurion CDO VII, Ltd.
			Name of Lender:			By: American Express Asset Management
						Group, Inc. as Collateral Manager
			By:		/s/ Xxxxxxx X. Xxxx
					Name: Xxxxxxx X. Xxxx
					Title:   Director-Operations
						Centurion CDO 8, Limited.
			Name of Lender:			By: American Express Asset Management
						Group, Inc. as Collateral Manager
			By:		/s/ Xxxxxxx X. Xxxx
					Name: Xxxxxxx X. Xxxx
					Title:   Director-Operations
						Sequils-Centurion V, Ltd.
			Name of Lender:			By: American Express Asset Management
						Group, Inc. as Collateral Manager
			By:		/s/ Xxxxxxx X. Xxxx
					Name: Xxxxxxx X. Xxxx
					Title:   Director-Operations
			Name of Lender: CREDIT SUISSE FIRST BOSTON,
			Acting through its Cayman Islands Branch,
			as a lender
			By:		/s/ Xxx Xxxxx
					Name: Xxx Xxxxx
					Title:   Director
			By:		/s/ Xxxxxxx Xxxxxxxxxxx
					Name: XXXXXXX XXXXXXXXXXX
					Title:   ASSOCIATE
Name of Lender: CYPRESS POINT TRADING LLC
			By:		/s/ Xxxxxxxx X. Xxxxxxx
					Name: Xxxxxxxx X. Xxxxxxx
					Title:   Assistant Vice President

Name of Lender: CYPRESSTREE CLAIF FUNDING LLC
			By:	/s/ Xxxxxxxx X. Xxxxxxx
				Name: Xxxxxxxx X. Xxxxxxx
				Title:   Assistant Vice President
			Name of Lender:
			Denali Capital LLC, managing member of DC
			Funding Partners, portfolio manager for DENALI
			CAPITAL CLO I, LTD., or an affiliate
			By:	/s/ Xxxxxxx X. Xxxxxx
				Name: XXXXXXX X. XXXXXX
				Title:   MANAGING DIRECTOR
			Name of Lender:
			Denali Capital LLC, managing member of
			DC Funding Partners, portfolio manager for
			DENALI CAPITAL CLO II, LTD., or an affiliate
			By:	/s/ Xxxxxxx X. Xxxxxx
				Name: XXXXXXX X. XXXXXX
				Title:   MANAGING DIRECTOR

			Name of Lender:
			Denali Capital LLC, managing member of
			DC Funding Partners, portfolio manager for
			DENALI CAPITAL CLO III, LTD., or an affiliate
			By:	/s/ Xxxxxxx X. Xxxxxx
				Name: XXXXXXX X. XXXXXX
				Title:   MANAGING DIRECTOR
			Name of Lender:
			Denali Capital LLC, managing member of
			DC Funding Partners, portfolio manager for
			DENALI CAPITAL CLO IV, LTD., or an affiliate
			By:	/s/ Xxxxxxx X. Xxxxxx
				Name: XXXXXXX X. XXXXXX
				Title:   MANAGING DIRECTOR
			Name of Lender:
			DEUTSCHE BANK TRUST COMPANY
			AMERICAS
			By:	/s/ Xxxxxx Xxxxxxxx
				Name: Xxxxxx Xxxxxxxx
				Title:   Vice President
			By:	/s/ Xxxxx XxXxxxx
				Name: Xxxxx XxXxxxx
				Title:   Director

					XXXXX XXXXX CDO III, LTD.
		Name of Lender:		By:	XXXXX XXXXX MANAGEMENT
					AS INVESTMENT ADVISOR
		By:	/s/ Xxxxxxx X. Xxxxxxx
			Name: Xxxxxxx X. Xxxxxxx
			Title:   Vice President
					COSTANTINUS XXXXX XXXXX CDO V, LTD.
		Name of Lender:		By:	XXXXX XXXXX MANAGEMENT
					AS INVESTMENT ADVISOR
		By:	/s/ Xxxxxxx X. Xxxxxxx
			Name: Xxxxxxx X. Xxxxxxx
			Title:   Vice President
						XXXXX XXXXX CDO VI LTD.
		Name of Lender:		BY:		XXXXX XXXXX MANAGEMENT
						AS INVESTMENT ADVISOR
		By:	/s/ Xxxxxxx X. Xxxxxxx
			Name: Xxxxxxx X. Xxxxxxx
			Title:   Vice President

								XXXXX XXXXX FLOATING-RATE
								INCOME TRUST
			Name of Lender:			BY:		XXXXX XXXXX MANAGEMENT
								AS INVESTMENT ADVISOR
			By:	/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title:   Vice President
							XXXXX XXXXX
							LIMITED DURATION INCOME FUND
			Name of Lender:		BY:		XXXXX XXXXX MANAGEMENT
							AS INVESTMENT ADVISOR
			By:	/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title:   Vice President
						XXXXX XXXXX SENIOR
						FLOATING-RATE TRUST
			Name of Lender:			BY: XXXXX XXXXX MANAGEMENT
								AS INVESTMENT ADVISOR
			By:	/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title:   Vice President

					XXXXX XXXXX SENIOR INCOME TRUST
			Name of Lender:		BY: XXXXX XXXXX MANAGEMENT
							AS INVESTMENT ADVISOR
		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title:   Vice President
					XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
			Name of Lender:		BY: XXXXX XXXXX MANAGEMENT
							AS INVESTMENT ADVISOR
		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title:   Vice President
					XXXXX XXXXX SHORT DURATION
					DIVERSIFIED INCOME FUND
			Name of Lender:		By: XXXXX XXXXX MANAGEMENT
							AS INVESTMENT ADVISOR
		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title:   Vice President
					XXXXX XXXXX
					VT FLOATING-RATE INCOME FUND
			Name of Lender:		By: XXXXX XXXXX MANAGEMENT
						AS INVESTMENT ADVISOR
		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title:   Vice President

			Name of Lender:
			ELF Funding Trust III
			By:	New York Life Investment Management, LLC, as Attorney-In- Fact
			By:	/s/ Xxxxxxx X Xxxxx
				Name:  Xxxxxxx X Xxxxx
				Title:  Managing Director
			Name of Lender:
			NYLIM Flatiron CLO 2003-1 Ltd.
			By:	New York Life Investment
				Management, LLC, as Collateral
				Manager and Attorney-In-Fact
			By:	/s/ Xxxxxxx X Xxxxx
				Name:  Xxxxxxx X Xxxxx
				Title:  Managing Director
			By:	/s/ Xxxxxxx X Xxxxx
				Name:  Xxxxxxx X Xxxxx
				Title:  Managing Director

							Name of Lender:  Fidelity Advisor Series II: Fidelity Advisor Floating Rate High Income Fund
							By:		/s/ Xxxx Xxxxxxxxx
									Name:  Xxxx Xxxxxxxxx
									Title:  Assistant Treasurer
							Name of Lender:  Fidelity Central Investment Portfolios LLC: Fidelity Floating Rate Central Investment Portfolio
							By:		/s/ Xxxx Xxxxxxxxx
									Name:  Xxxx Xxxxxxxxx
									Title:  Assistant Treasurer
							Name of Lender:  Trust Company of the West
							FIRST 2004-I CLO, LTD.
							By: TCW Advisors, Inc.,
							Its Collateral Manager
							By:		/s/ Xxxxxxx X. Xxxxx
							Name:  XXXXXXX X. XXXXX
							Title:  SENIOR VICE PRESIDENT
							By:	/s/ Xxxxxxxx X. Xxxxxx
							Name:  XXXXXXXX X. XXXXXX
							Title:  MANAGING DIRECTOR

Name of Lender:  Trust Company of the West

FIRST 2004-II CLO, LTD.

By: TCW Advisors, Inc.,

Its Collateral Manager

By:

/s/ Xxxxxxx X. Xxxxx

Name:  XXXXXXX X. XXXXX

Title:  SENIOR VICE PRESIDENT

By:

/s/ Xxxxxxxx X. Xxxxxx

Name:  XXXXXXXX X. XXXXXX

Title:  MANAGING DIRECTOR

Name of Lender:  FOREST SPC LLC

By:

/s/ Xxxxxxxx X. Xxxxxxx

Name:

Xxxxxxxx X. Xxxxxxx

Title:

Assistant Vice President

FORTRESS PORTFOLIO TRUST:

By:

Four Corners Capital Management

LLC, as Investment Manager

By:

/s/ Xxxx Xxxxx

Name:

XXXX XXXXX

Title:

Vice President

FOUR CORNERS CLO 2005-I, LTD.:

By:

Four Corners Capital Management

LLC, as Collateral Manager

By:

/s/ Xxxx Xxxxx

Name:

XXXX XXXXX

Title:

Vice President

FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME

FUND:

By:

Four Corners Capital Management

LLC, as Sub-Adviser

By:

/s/ Xxxx Xxxxx

Name:

XXXX XXXXX

Title:

Vice President

FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME

FUND II:

By:

Four Corners Capital Management

LLC, as Sub-Adviser

By:

/s/ Xxxx Xxxxx

Name:

XXXX XXXXX

Title:

Vice President

Franklin Floating Rate Trust		Name of Lender:
Franklin Floating Rate Master Series
FRANKLIN FLOATING RATE		By:	/s/ Xxxxx Xxxx
DAILY ACCESS FUND			Name:  XXXXX XXXX
			Title:  VICE PRESIDENT
FRANKLIN XXXXXXXXX		Name of Lender:
LIM DURATION INCOME TRUST
Franklin CLO II, Limited		By:
			Name:
			Title:
Franklin CLO III, Limited		By:
			Name:
			Title:
FRANKLIN CLO IV, LIMITED
		FriedbergMilstein Private Capital Fund I
		By:	/s/ Xxxx Xxxxx
			Name:	Xxxx Xxxxx
			Title:	Senior Partner

			Gallatin Funding I Ltd.
			By: Bear Xxxxxxx Asset Management Inc.
			as its Collateral Manager
		By:	/s/ Niell D. [ILLEGIBLE]
			Name:  Niell D. [ILLEGIBLE]
			Title:  Managing Director
		Name of Lender:
		GoldenTree Opportunities I, Limited
		By: GoldenTree Asset Management, LP
		By:	/s/ Xxxxxx X. X’Xxxx
			Name:  Xxxxxx X. X’Xxxx
			Title:  Portfolio Manager
		Name of Lender:
		GoldenTree Opportunities II, Limited
		By: GoldenTree Asset Management, LP
		By:	/s/ Xxxxxx X. X’Xxxx
			Name:  Xxxxxx X. X’Xxxx
			Title:  Portfolio Manager

		Xxxxxxx Xxxxx Credit Partners:
		By:
				Name:  Xxxxx Xxxxxxx
				Title:  Authorized Signatory
		Name of Lender:				XXXXXXX & CO
						BY: BOSTON MANAGEMENT AND RESEARCH
						AS INVESTMENT ADVISOR
		By:	/s/ Xxxxxxx X. Xxxxxxx
			Name:  Xxxxxxx X. Xxxxxxx
			Title:  President
		Name of Lender:
					Grayston CLO II 2005-1 LTD.
					By:  Bear Xxxxxxx Asset Management, Inc.,
					As its Collateral Manager
		By:			/s/ Niell D. [ILLEGIBLE]
					Name: Niell D. [ILLEGIBLE]
					Title:  Managing Director

Documents.
		GSC PARTNERS CDO FUND V, LIMITED
		By: GSCP (NJ), L.P., as Collateral Manager
		By:	/s/ Xxxxxxxxx X. Xxxxxx
			Name:		Xxxxxxxxx X. Xxxxxx
			Title:		Authorized Signatory
		GSC PARTNERS GEMINI FUND LIMITED
		By: GSCP (NJ), L.P., as a Collateral Monitor
		By: GSCP (NJ), INC., its General Partner
		By:	/s/ Xxxxxxxxx X. Xxxxxx
			Name:		Xxxxxxxxx X. Xxxxxx
			Title:		Authorized Signatory
		Name of Lender:
				GULF STREAM-COMPASS CLO 2002-1 LTD
				By: Gulf Stream Asset Management LLC
				As Collateral Manager
		By:	/s/ Xxxxx X. Love
			Name:		Xxxxx X. Love
			Title:		Chief Credit Officer
		Name of Lender:
				[ILLEGIBLE]
				By: Gulf Stream Asset Management LLC
				As Collateral Manager
		By:	/s/ Xxxxx X. Love
			Name:		Xxxxx X. Love
			Title:		Chief Credit Officer

	Xxxxxxxx Floating Rate Fund, LLC
		By:	/s/ Xxxx Xxxxxxx
			Name:		XXXX XXXXXXX
			Title:		MANAGING DIRECTOR
	Name of Lender:
	Harbour View CLO IV, Ltd.
		By:		/s/ Xxxxx Xxxxxxxx
				Name:		Xxxxx Xxxxxxxx
				Title:		Vice President
	Name of Lender:
	Harbour View CLO V, Ltd.
		By:		/s/ Xxxxx Xxxxxxxx
				Name:		Xxxxx Xxxxxxxx
				Title:		Vice President
	Name of Lender:
	Harbour Town Funding LLC
		By:		/s/ Xxxxxxxx X. Xxxxxxx
				Name:		Xxxxxxxx X. Xxxxxxx
				Title:		Assistant Vice President

	Name of Lender:
	Harch CLO II Limited
		By:	/s/ Xxxxxxx X. Xxxxxx
			Name:	Xxxxxxx X. Xxxxxx
			Title:	AUTHORIZED SIGNATORY

	XXXXXX TRUST AND SAVINGS BANK
	By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Managing Director

	Xxxxxx’x Island CDO, Ltd.
	By:	CypressTree Investment Management Company, Inc.
		as Portfolio Manager.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Managing Director

	Xxxxxx’x Island CLO II, Ltd.
	By:	CypressTree Investment Management Company, Inc.,
		as Portfolio Manager.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Managing Director

	Name of Lender: HSBC BANK USA, N.A.
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	SVP

	Name of Lender: ING Capital LLC
	By:	/s/ Kunduck Moon
		Name:	Kunduck Moon
		Title:	Managing Director

	ING SENIOR INCOME FUND
	By:	ING Investment Management, Co.
		as its investment manager
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Vice President

	ING PRIME RATE TRUST
	By:	ING Investment Management, Co.
		as its investment manager
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Vice President

	INVESTORS BANK & TRUST COMPANY AS SUB-CUSTODIAN AGENT OF CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED.
		By:	/s/ Xxxxxxx Xxxxx
			Name:	Xxxxxxx Xxxxx
			Title:	Managing Director
		By:	/s/ Xxxxxxx X. Xxxxxx
			Name:	Xxxxxxx X. Xxxxxx, Xx.
			Title:	Managing Director

	Name of Lender: Trust Company of the West
	Jefferson - Pilot Life Insurance Company By: TCW Advisors, Inc., as its Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxx
		Name:	XXXXXXX X. XXXXX
		Title:	SENIOR VICE PRESIDENT
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name:	XXXXXXXX X. XXXXXX
		Title:	MANAGING DIRECTOR

	Name of Lender:
	Jissekikun Funding, Ltd.
	By:	Pacific Investment Management Company LLC, as its Investment Advisor
		By:	/s/ Xxxxx X. Xxxxxxxxxx
				Xxxxx X. Xxxxxxxxxx
				Managing Director

	Name of Lender:			KG CLO I LIMITED
	By:	/s/ [ILLEGIBLE]
		Name:
		Title:

	Name of Lender:
	KZH CRESCENT-3 LLC
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	XXXXXX XXXXXXX
		Title:	AUTHORIZED AGENT

	Name of Lender:
	KZH CYPRESSTREE-1 LLC
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	XXXXXX XXXXXXX
		Title:	AUTHORIZED AGENT

	Name of Lender:
	KZH STERLING LLC
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	XXXXXX XXXXXXX
		Title:	AUTHORIZED AGENT

Name of Lender: LAGUNA FUNDING LLC
	By:	/s/ Xxxxxxxx X. Xxxxxxx
		Name:	Xxxxxxxx X. Xxxxxxx
		Title:	Assistant Vice President

	Landmark CDO Limited
	By:	Aladdin Capital Management LLC]
		as Manager
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx, CFA
		Title:	Authorized Signatory

	Landmark II CDO Limited
	By:	Aladdin Capital Management LLC]
		as Manager
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx, CFA
		Title:	Authorized Signatory

	Landmark III CDO Limited
	By:	Aladdin Capital Management LLC]
		as Manager
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx, CFA
		Title:	Authorized Signatory

	Landmark IV CDO Limited
	By:	Aladdin Capital Management LLC]
		as Manager
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx, CFA
		Title:	Authorized Signatory

	Landmark V CDO Limited
	By:	Aladdin Capital Management LLC
		as Manager
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx, CFA
		Title:	Authorized Signatory

	Name of Lender:
	Liberty View Loan Fund LLC
	AS NOMINEE FOR VARIOUS Liberty View Funds
	By:	/s/ Xxxxxx X. Xxxxxxxx
		Name:	Xxxxxx X. Xxxxxxxx
		Title:	AUTHORIZED SIGNATORY

	LightPoint CLO 2004-I, Ltd.
	Premium Loan Trust I, Ltd.
	By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Senior Managing Director & Chief Executive Officer

	REFCO FINANCE HOLDINGS LLC
	AMENDMENT #1, DATED 3/15/05
	Name of Lender: LINCOLN NATIONAL LIFE
		By:	/s/ Xxxxxx Xxxx
			Xxxxxx Xxxx, Vice President

	Name of Lender:		Trust Company of the West
	LOAN FUNDING I LLC,
	a wholly owned subsidiary of Citibank, N.A.
	By: TCW Advisors, Inc.,
	as portfolio manager of Loan Funding I LLC
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:	XXXXXXX X. XXXXX
	Title:	SENIOR VICE PRESIDENT
	By:	/s/ Xxxxxxxx X. Xxxxxx
	Name:	XXXXXXXX X. XXXXXX
	Title:	MANAGING DIRECTOR

	Name of Lender:
	Loan Funding III LLC
	By:		Pacific Investment Management Company LLC, as its Investment Advisor
			By:	/s/ Xxxxx X. Xxxxxxxxxx
					Xxxxx X. Xxxxxxxxxx
					Managing Director

Name of Lender: LONG LANE MASTER TRUST IV
	By:	/s/ Xxx X. Xxxxxx
		Name:	XXX X. XXXXXX
		Title:	AUTHORIZED AGENT

	Name of Lender: MCG Capital Corportion
	By:	/s/ Xxxxxx X. XxXxxxxxxx
		Name:	Xxxxxx X. XxXxxxxxxx
		Title:	Vice President

	Name of Lender:
	Monument Park CDO Ltd.
	By: Blackstone Debt Advisors L.P.
	As Collateral Manager
	By:	/s/ Xxxx Xxxxxxx
		Name:	Xxxx Xxxxxxx
		Title:	Managing Director

	Name of Lender:
	Loan Funding VI LLC, for itself or as agent
	for Corporate Loan Funding VI LLC
	By:	/s/ Xxxx Xxxxxxx
		Name:	Xxxx Xxxxxxx
		Title:	Managing Director

	Name of Lender:
	Xxxxxx Xxxxxxx Prime Income Trust,
	By:	/s/ Xxxxxxxxx Xxxxxxx
		Name:	Xxxxxxxxx Xxxxxxx
		Title:	Authorized Signatory

	Name of Lender:			Mountain Capital CLO III Ltd
	By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Director

	Name of Lender:			Mountain Capital CLO 11 Ltd
	By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Director

	Name of Lender:
	New York Life Insurance Company
	By:	/s/ Xxxxxxx X. Xxxxx
		Name:	Xxxxxxx X. Xxxxx
		Title:	VICE PRESIDENT

	Name of Lender:
	New York Life Insurance and Annuity Corporation
	By:	New York Life Investment Management, LLC, its Investment Manager
	By:	/s/ Xxxxxxx X. Xxxxx
		Name:	Xxxxxxx X. Xxxxx
		Title:	Managing Director

	Name of Lender:			THE MORINCHUKIN BANK, NEW YORK BRANCH,
				through State Street Bank and Trust Company N.A. as
				Fiduciary Custodian
				By: Xxxxx Xxxxx Management, Attorney-in-fact
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President

	Name of Lender:			NORTHWOODS CAPITAL III, LIMITED
				BY: XXXXXX, XXXXXX & CO., L.P.,
				AS COLLATERAL MANAGER
	By:	/s/ Xxxx X. Xxxxxx
		Name:	XXXX X. XXXXXX
		Title:	MANAGING DIRECTOR

	Name of Lender:			NORTHWOODS CAPITAL IV, LIMITED
				BY: XXXXXX, XXXXXX & CO., L.P.,
				AS COLLATERAL MANAGER
	By:	/s/ Xxxx X. Xxxxxx
		Name:	XXXX X. XXXXXX
		Title:	MANAGING DIRECTOR

	Name of Lender:
	NYLIM Flatiron CLO 2004-1 Ltd.
	By:	New York Life Investment
		Management, LLC, as Collateral
		Manager and Attorney-In-Fact
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	Managing Director

	Name of Lender:
	Mainatay Floating Rate Fund, a series of Eclipse Funds Inc.
	By:	New York Life Investment
		Management LLC
	By:	/s/ Xxxxxxx X. Xxxxx
		Name:	Xxxxxxx X. Xxxxx
		Title:	MANAGING DIRECTOR

	Name of Lender:
	OLYMPIC CLO I
	By:	/s/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		Title:	Chief Operating Officer, Centre Pacific LLC (Manager)

	Name of Lender:
	SIERRA CLO I
	By:	/s/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		Title:	Chief Operating Officer, Centre Pacific LLC (Manager)

	Name of Lender:
	WHITNEY CLO I
	By:	/s/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		Title:	Chief Operating Officer, Centre Pacific LLC (Manager)

	Name of Lender:
	Xxxxxxxxxxx Senior Floating Rate Fund
	By:	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxx Xxxxxxxx
		Title:	Vice President

			Name of Lender:
	PIMCO Floating Income Fund
	By:	Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO
			By:	/s/ Xxxxx X. Xxxxxxxxxx
					Xxxxx X. Xxxxxxxxxx
					Managing Director

			Name of Lender:
	PIMCO Floating Rate Income Fund
	By:	Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO
			By:	/s/ Xxxxx X. Xxxxxxxxxx
					Xxxxx X. Xxxxxxxxxx
					Managing Director

			Name of Lender:
	PIMCO Floating Rate Strategy Fund
	By:	Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO
			By:	/s/ Xxxxx X. Xxxxxxxxxx
					Xxxxx X. Xxxxxxxxxx
					Managing Director

	Name of Lender:
	Protective Life Insurance Company
	By:	/s/ Xxxxx X. Xxxxxxxx
		Name:	Xxxxx X. Xxxxxxxx
		Title:	AVP

	Sankaty High Yield Asset Partners II, L.P.
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	XXXXXXX XXXXXXX
		Title:	SENIOR VICE PRESIDENT

	Sankaty Advisors, LLC as Collateral Manager for Loan Funding XI LLC, as Term Lender
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	XXXXXXX XXXXXXX
		Title:	SENIOR VICE PRESIDENT

	By:	/s/ Xxxxxxx Xxxxxxx
		Name:
		Title:

	Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	XXXXXXX XXXXXXX
		Title:	SENIOR VICE PRESIDENT

	Sankaty Advisors, LLC as Collateral Manager for Castle Hill I - INGOTS, Ltd., as Term Lender
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	XXXXXXX XXXXXXX
		Title:	SENIOR VICE PRESIDENT
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:
		Title:

	Sankaty Advisors, LLC as Collateral Manager for Race Point II CLO, Limited, as Term Lender
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	XXXXXXX XXXXXXX
		Title:	SENIOR VICE PRESIDENT
	Sankaty High Yield Partners III, L.P.
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	XXXXXXX XXXXXXX
		Title:	SENIOR VICE PRESIDENT

	By:	/s/ Xxxxxxx Xxxxxxx
		Name:
		Title:

	Name of Lender:
	Satellite Senior Income Fund II, LLC
	BY SATELLITE ASSEST MANAGEMENT, L.P. ITS INVESTMENT MANAGER
	By:	/s/ Xxxxxxx X. XxxXxxxxx
		Name:	Xxxxxxx X. XxxXxxxxx
		Title:	Chief Financial Officer

	Name of Lender:
	[ILLEGIBLE]
	By:	/s/ Xxxx X’Xxxxx
		Name: XXXX X’XXXXX
		Title:   Senior Manager

	SECURITY INCOME FUND-INCOME
	OPPORTUNITY SERIES:
	By:	Four Corners Capital Management LLC, as Sub-Adviser
	By:	/s/ Xxxx Xxxxx
		Name:	XXXX XXXXX
		Title:	Vice President

Name of Lender: SEMINOLE FUNDING LLC
	By:	/s/ Xxxxxxxx X. Xxxxxxx
		Name:	Xxxxxxxx X. Xxxxxxx
		Title:	Assistant Vice President

	Name of Lender:			SENIOR DEBT PORTFOLIO
				By: Boston Management and Research as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President

	Name of Lender:
	SEQUILS-MAGNUM, LTD.
	By:	Pacific Investment Management Company LLC, as its Investment Advisor
		By:	/s/ Xxxxx X. Xxxxxxxxxx
				Xxxxx X. Xxxxxxxxxx
				Managing Director

	Name of Lender:			Sierra CLO
	By:	/s/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		Title:	Chief Operating Officer Centre Pacific, Manager

	Name of Lender:			Olympic CLO I
	By:	/s/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		Title:	Chief Operating Officer Centre Pacific, Manager

	Name of Lender:			Whitney CLO I
	By:	/s/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		Title:	Chief Operating Officer Centre Pacific, Manager

	SIMSBURY CLO, LIMITED XXXXXX CDO, LIMITED
	By:	Babson Capital Management LLC under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx, CFA
		Title:	Managing Director

	Name of Lender:
	Southport CLO, Limited
	By:	Pacific Investment Management Company LLC, as its Investment Advisor
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Name:	Xxxxx X. Xxxxxxxxxx
			Title:	Managing Director

Name of Lender: STANWICH LOAN FUNDING LLC
		By:	/s/ Xxxxxxxx X. Xxxxxxx
			Name:	Xxxxxxxx X. Xxxxxxx
			Title:	Assistant Vice President

	Name of Lender:			TOLLI & CO.
				BY:		XXXXX XXXXX MANAGEMENT
						AS INVESTMENT ADVISOR
		By:	/s/ Xxxxxxx X. Xxxxxxx
			Name:		Xxxxxxx X. Xxxxxxx
			Title:		Vice President

Name of Lender:

Trust Company of the West

TCW SELECT LOAN FUND, LIMITED

By: TCW Advisors, Inc. as its Collateral Manager

By:

/s/ Xxxxxxx X. Xxxxx

Name:

XXXXXXX X. XXXXX

Title:

SENIOR VICE PRESIDENT

By:

/s/ Xxxxxxxx X. Xxxxxx

Name:

XXXXXXXX X. XXXXXX

Title:

MANAGING DIRECTOR

Name of Lender:

Trumbull THC2 Loan Funding LLC, for itself or as agent for Trumbull THC2 CFPI Loan Funding LLC.

By:

/s/ Xxxxx Xxxxx

Name:

XXXXX XXXXX

Title:

AS ATTORNEY-IN-FACT

		UBS AG, Stamford Branch
		By:	/s/ Xxxxxxx X. Saint
			Name:	Xxxxxxx X. Saint
			Title:	Director
				Banking Products Services, US
		By:	/s/ Xxxx Xxxxxxxxxxxx
			Name:	Xxxx Xxxxxxxxxxxx
			Title:	Associate Director
				Banking Products Services, US

			Name of Lender:		Trust Company of the West
	VELOCITY CLO, LTD.
	By: TCW Advisors, Inc. Collateral Manager
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:	XXXXXXX X. XXXXX
	Title:	SENIOR VICE PRESIDENT
	By:	/s/ Xxxxxxxx X. Xxxxxx
	Name:	XXXXXXXX X. XXXXXX
	Title:	MANAGING DIRECTOR

	Name of Lender:
	Venture CDO 2002, Limited By its investment advisor, MJX Asset Management LLC
		By:		/s/ Xxxx X. Xxxxxxxxxxx
				Name:	Xxxx X. Xxxxxxxxxxx
				Title:	Chief Investment Officer
	Name of Lender:
	Venture II CDO 2002, Limited By its investment advisor, MJX Asset Management LLC
		By:		/s/ Xxxx X. Xxxxxxxxxxx
				Name:	Xxxx X. Xxxxxxxxxxx
				Title:	Chief Investment Officer
	Name of Lender:
	Venture III CDO Limited By its investment advisor, MJX Asset Management LLC
		By:		/s/ Xxxx X. Xxxxxxxxxxx
				Name:	Xxxx X. Xxxxxxxxxxx
				Title:	Chief Investment Officer

			Name of Lender:
			Venture IV CDO Limited By its investment advisor, MJX Asset Management LLC
			By:	/s/ Xxxx X. Xxxxxxxxxxx
				Name:		Xxxx X. Xxxxxxxxxxx
				Title:		Chief Investment Officer
			Name of Lender: Veritas CLO I, Ltd.
			By:	/s/ Xxxx Xxxxxxxx [ILLEGIBLE]
				Name:		Xxxx Xxxxxxxx [ILLEGIBLE]
				Title:		Executive Director
			Name of Lender:
			Waveland – INGOTS, LTD.
			By:	Pacific Investment Management Company LLC, as its Investment Advisor
				By:	/s/ Xxxxx X. Xxxxxxxxxx
					Xxxxx X. Xxxxxxxxxx
					Managing Director

			Name of Lender:
			WB Loan Funding 2 LLC
			By:	/s/ Xxxxx X. Xxxxx
				Name:		Xxxxx X. Xxxxx
				Title:		Associate
			Name of Lender:
			WESTERN ASSET FLOATING RATE HIGH INCOME FUND
			By:	/s/ XX XXXXXX
				Name:		XX XXXXXX
				Title:
			Name of Lender:
			WIND RIVER CLO I LTD.
			By XxXxxxxxx Investment Management, LLC, as Manager
			By:	/s/ Xxxxxxxx X. Xxxx
				Name:		Xxxxxxxx X. Xxxx
				Title:		Vice President
			Name of Lender:
			Wrigley CDO, Ltd.
			By:	Pacific Investment Management Company LLC, as its Investment Advisor
				By:	/s/ Xxxxx X. Xxxxxxxxxx
						Xxxxx X. Xxxxxxxxxx
						Managing Director

EXHIBIT A

EXHIBIT C-1

FORM OF TERM B NOTE

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to                            or its registered assigns (the “Term B Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Term B Loan made by the Term B Lender to the Borrower under that certain Credit Agreement, dated as of August 5, 2004 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Refco Group Ltd., LLC, a Delaware limited liability company and successor by merger to Refco Finance Holdings LLC, New Refco Group Ltd., LLC, a Delaware limited liability company, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and the other Agents named therein.

The Borrower promises to pay interest on the aggregate unpaid principal amount of each Term B Loan made by the Term B Lender to the Borrower under the Agreement from the date of such Term B Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement.  All payments of principal and interest shall be made to the Administrative Agent for the account of the Term B Lender in Dollars in immediately available funds.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Term B Note is one of the Term B Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  This Term B Note is also entitled to the benefits of the Parent Guaranty and the Subsidiary Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term B Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement.  Term B Loans made by the Term B Lender shall be evidenced by one or more loan accounts or records maintained by the Term B Lender in the ordinary course of business.  The Term B Lender may also attach schedules to this Term B Note and endorse thereon the date, amount and maturity of its Term B Loans and payments with respect thereto.

The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Term B Note.

                THIS TERM B NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

REFCO GROUP LTD., LLC

By:

Name:

Title:

TERM B LOANS AND PAYMENTS WITH RESPECT THERETO

Date Type of
Term B
Loan Made Amount of
Term B
Loan Made End of
Interest
Period Amount of
Principal or
Interest Paid
This Date Outstanding
Principal
Balance This
Date Notation
Made By

EXHIBIT B

Each of the undersigned hereby consents to the foregoing Amendment and hereby confirms and agrees that (a) notwithstanding the effectiveness of such Amendment, each Loan Document to which it is party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such Amendment, each reference in the Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement as amended by such Amendment and (b) the Collateral Documents to which each of the undersigned is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Secured Obligations (in each case, as defined therein) except to the extent limited by the terms of the Collateral Documents.

[GUARANTORS]

By:

Name:

Title:

SUBSIDIARY GUARANTOR CONSENT

Each of the undersigned hereby consents to the foregoing Amendment and hereby confirms and agrees that (a) notwithstanding the effectiveness of such Amendment, each Loan Document to which it is party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such Amendment, each reference in the Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement as amended by such Amendment and (b) the Collateral Documents to which each of the undersigned is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Secured Obligations (in each case, as defined therein) except to the extent limited by the terms of the Collateral Documents.

BERSEC INTERNATIONAL LLC

XXXXXX & ASSOCIATES LLC

XXXX-XXXXXXX SECURITIES, LLC

XXXXXXXX METALS, LLC

MARKET EDUCATIONAL INSTITUTE, LLC

REFCO ADMINISTRATION, LLC

REFCO CAPITAL LLC

REFCO CAPITAL HOLDINGS, LLC

REFCO CAPITAL MANAGEMENT, LLC

REFCO CAPITAL TRADING LLC

REFCO FINANCIAL, LLC

REFCO FIXED ASSETS MANAGEMENT, LLC

REFCO F/X ASSOCIATES, LLC

REFCO GLOBAL CAPITAL MANAGEMENT LLC

REFCO GLOBAL FUTURES, LLC

REFCO GLOBAL HOLDINGS, LLC

REFCO INFORMATION SERVICES, LLC

REFCO MANAGED FUTURES, LLC

REFCO MORTGAGE SECURITIES, LLC

REFCO REGULATED COMPANIES, LLC

SUMMIT MANAGEMENT, (NEWCO) LLC

WESTMINSTER-REFCO MANAGEMENT LLC

	By:	/s/ XXXXXXX XXXXXXX
		Name:	Xxxxxxx Xxxxxxx
		Title:	President