AMENDMENT NO. 1 TO THREE-YEAR CREDIT AGREEMENT

Exhibit 10.32

AMENDMENT NO. 1 TO THREE-YEAR CREDIT AGREEMENT

AMENDMENT dated as of May 18, 2012 to the Three-Year Credit Agreement dated as of April 16, 2012 (the “Credit Agreement”) among GENERAL XXXXX, INC. (the “Company”), the several financial institutions from time to time party thereto (collectively, the “Banks”; individually, a “Bank”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Agent”).

The parties hereto 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 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 this Amendment becomes effective, refer to the Credit Agreement as amended hereby.

SECTION 2 . Amendment. Section 7.04 of the Credit Agreement is amended to read as follows:

Section 7.04. Transactions with Affiliates. The Company shall not, and shall not suffer or permit any of its Subsidiaries to, enter into any transaction with any Affiliate of the Company or of any such Subsidiary (other than the Company or a Subsidiary) except (a) as expressly permitted by this Agreement, (b) in connection with the repurchase by the Company of common stock of the Company, or (c) in the Ordinary Course of Business and pursuant to the reasonable conduct of the business of the Company or such Subsidiary.

SECTION 3 . Representations of Company. The Company represents and warrants that (i) the representations and warranties of the Company set forth in Article 4 of the Credit Agreement will be true on and as of the Amendment Effective Date and (ii) no Default or Event of Default will have occurred and be continuing on such date.

SECTION 4 . Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 5 . 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 of an executed signature page hereto by facsimile or electronic transmission (e.g., “pdf” or “tif”) shall be as effective as delivery of a manually executed counterpart hereof.

SECTION 6 . Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) the Agent shall have received from each of the Company and Bank comprising the Majority Banks a counterpart hereof signed by such party.

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

GENERAL XXXXX, INC.
By:		/s/ Xxxx Xxxxxxxxxxx
		Name: Xxxx Xxxxxxxxxxx
		Title:   Vice President, Treasurer
JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Bank
By:		/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Executive Director
AgFirst Farm Credit Bank
By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Vice President
Bank of China, New York Branch
By:		/s/ Xxxxxxx Xx
		Name: Xxxxxxx Xx
		Title: Assistant General Manager
BARCLAYS BANK PLC
By:		/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: Vice President

COBANK, ACB
By:		/s/ Xxxxxxx Xxxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxxx
		Title: Vice President
CREDIT SUISSE AG, Cayman Islands Branch
By:		/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: Director
By:		/s/ Xxxxxxx Brechtbuehl
		Name: Xxxxxxx Brechtbuehl
		Title: Assistant Vice President
Deutsche Bank AG New York Branch
By:		/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Director
By:		/s/ Xxxx X. Xxx
		Name: Xxxx X. Xxx
		Title: Vice President
XXXXXXX XXXXX BANK USA
By:		/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title: Authorized Signatory
Xxxxxx Xxxxxxx Bank, N.A.
By:		/s/ Xxxxxxxxxxx Xxxxxxxx
		Name: Xxxxxxxxxxx Xxxxxxxx
		Title: Authorized Signatory
SOCIETE GENERALE
By:		/s/ Xxx Xxxx
		Name: Xxx Xxxx
		Title: Director

Standard Chartered Bank
By:		/s/ Xxxxx X. Xxxxxx
		Name: Xxxxx X. Xxxxxx
		Title: Director
By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxxx
		Title: Credit Documentation Manager           Credit Documentation Unit,           WB Legal-Americas
SUMITOMO MITSUI BANKING CORPORATION
By:		/s/ Xxxxx Xxx
		Name: Xxxxx Xxx
		Title: Managing Director
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By:		/s/ Xxxxxxxxx Xxxxxx
		Name: Xxxxxxxxx Xxxxxx
		Title: Authorized Signatory
U.S. BANK NATIONAL ASSOCIATION as a Bank
By:		/s/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		Title: AVP