THIRD AMENDMENT AND WAIVER

THIRD AMENDMENT AND WAIVER

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EXHIBIT 10.2

THIRD AMENDMENT AND WAIVER

THIRD AMENDMENT AND WAIVER, dated as of May 13, 2009 (this “Amendment”), to the Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 (as amended prior to the date hereof, the “Credit Agreement”), among XXXX CORPORATION, a Delaware corporation (the “U.S. Borrower”), certain Subsidiaries of XXXX CORPORATION, the several lenders from time to time parties thereto (the “Lenders”), the several agents parties thereto and JPMORGAN CHASE BANK, N.A., as general administrative agent (the “General Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the U.S. Borrower, the other Borrowers and the Majority Lenders executed and delivered the Second Amendment and Waiver to the Credit Agreement, dated as of March 17, 2009 (the “Second Amendment”), pursuant to which certain Events of Default have been waived and certain covenants have been amended, in each case until 5:00 p.m. (New York time) on May 15, 2009 (the “Termination Date”);

WHEREAS, the U.S. Borrower has requested, and the Majority Lenders and the General Administrative Agent have agreed, upon the terms and subject to the conditions set forth herein, that, among other amendments, certain waivers and amendments under the Second Amendment shall be extended until June 30, 2009;

WHEREAS, the U.S. Borrower has informed the General Administrative Agent and the Lenders that the U.S. Borrower has been offered the opportunity for it and certain of its Subsidiaries to participate in the auto supplier support programs established in April, 2009 by the United States Department of Treasury to support automotive OEMs (the “Auto Supplier Support Programs”) and that the U.S. Borrower has decided to participate in the Auto Supplier Support Programs;

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement (as amended pursuant to the terms hereof).

SECTION 2. Waivers/Amendments under Second Amendment. (a) Subject to clause (c) of this Section 2, the undersigned Lenders hereby agree to extend the waivers granted under Section 2(a) and (b) of the Second Amendment until 5:00 p.m. on June 30, 2009 (the “Extended Termination Date”). All references in Section 2(a), (b) and (c) of the Second Amendment to the Termination Date shall hereby be deemed references to the Extended Termination Date.

(b) Subject to clause (c) of this Section 2, the amendments provided in Section 3(a) and (b) of the Second Amendment are hereby extended until the Extended Termination Date. All references in Section 3(a), (b) and (c) of the Second Amendment to the Termination Date shall hereby be deemed references to the Extended Termination Date.

(c) The waivers provided in Section 2 of the Second Amendment (as extended pursuant to Section 2(a) of this Amendment) and the amendments provided in Section 3 of the Second Amendment (as extended pursuant to Section 2(b) of this Amendment) shall terminate on the earlier of (i) the date on which the U.S. Borrower or any of its Subsidiaries makes any payments of interest, principal or fees with respect to the Existing Bonds (other than payments to reimburse bondholders for out-of- pocket costs and expenses including, without limitation, fees and disbursements of counsel) and (ii) the Extended Termination Date.

SECTION 3. Further Amendments. Effective as of April 24, 2009, (a) Subsection 1.1 of the Credit Agreement is hereby amended:

(i) by adding the following new definitions, to appear in proper alphabetical order:

“Auto Supplier Support Programs”: as defined in the Third Amendment.

“Existing Bonds”: the collective reference to the 2013 Bonds, the 2014 Bonds and the 2016 Bonds.

“2013 Bonds”: the 8¹/2% Senior Notes due 2013 issued pursuant to the 2013/2016 Indenture.

“2013/2016 Indenture”: the Indenture dated as of November 24, 2006 among the U.S. Borrower, as issuer, certain of its Subsidiaries, as guarantors, and The Bank of New York Trust Company, N.A., as trustee, as amended and supplemented.

“2016 Bonds”: the 8³/4% Senior Notes due 2016 issued pursuant to the 2013/2016 Indenture.

“Third Amendment”: the Third Amendment and Waiver dated as of May 13, 2009 to this Agreement.

(ii) by amending the definition of “Asset Sales” by deleting clause (i) thereof and substituting in lieu thereof the following:

(i) any such Disposition permitted by clauses (a), (b), (c) (except as otherwise provided in the last sentence of this definition), (d) through (h) and (j) of Section 13.4,

(b) (i) Subsection 13.4 of the Credit Agreement is hereby amended by (x) deleting the “and” at the end of clause (h) thereof, (y), deleting the “.” at the end of clause (i) thereof and substituting in lieu thereof “; and” and (z) inserting the following new clause (j):

(j) the sale by the U.S. Borrower and certain of its Subsidiaries of account receivables of General Motors Corporation, Chrysler LLC and their affiliates and customary related property to special purpose vehicles established by General Motors Corporation and Chrysler LLC pursuant to the United States Department of the Treasury’s Auto Supplier Support Programs.

(ii) The Lenders agree that any sale of account receivables of General Motors Corporation, Chrysler LLC and their affiliates and customary related property pursuant to the Auto Supplier Support Programs prior to the effectiveness of this Amendment shall be deemed to be made pursuant to clause (j) of subsection 13.4 of the Credit Agreement notwithstanding any prior election of the U.S. Borrower to treat such sale as having been made pursuant to clause (i) of subsection 13.4 of the Credit Agreement.

SECTION 4. Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which the General Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of the U.S. Borrower, the other Borrowers and the Majority Lenders.

SECTION 5. Fees. The U.S. Borrower shall pay to the General Administrative Agent, on the Amendment Effective Date if this Amendment becomes effective prior to 2:00 p.m., New York City time, and on the Business Day following the Amendment Effective Date if this Amendment becomes effective after 2:00 p.m., New York City time, (a) for distribution to each Lender which has delivered an executed copy of this Amendment to the General Administrative Agent on or prior to the consent deadline for this Amendment, an amendment fee equal to 0.25% of such Lender’s U.S. Revolving Credit Commitments and outstanding Term Loans, as applicable, and (b) the legal fees and expenses of counsel to the General Administrative Agent in connection with the Credit Agreement to the extent invoiced.

SECTION 6. Effect on the Loan Documents. (a) Except as specifically amended or waived herein, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Each Borrower hereby agrees, with respect to each Loan Document to which it is a party, that: (i) all of its obligations, liabilities and indebtedness under such Loan Document shall remain in full force and effect on a continuous basis after giving effect to this Amendment and (ii) all of the Liens and security interests created and arising under such Loan Document shall remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, after giving effect to this Amendment, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement.

(b) Except as specifically provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the General Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

(c) Each Borrower and the other parties hereto acknowledge and agree that this Amendment shall constitute a Loan Document.

SECTION 7. Expenses. The U.S. Borrower agrees to pay or reimburse the General Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Amendment and any other documents prepared in connection herewith, including, without limitation, the reasonable fees and disbursements of counsel to the General Administrative Agent.

SECTION 8. Representations and Warranties. The U.S. Borrower hereby represents and warrants that on the date hereof (a) each of the representations and warranties made by each of the Loan Parties in or pursuant to the Loan Documents shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment Effective Date after giving effect to this Amendment (except that any representation or warranty which by its terms is made as of a specified date shall be true and correct in all material respects as of such specified date) and (b) after giving effect to this Amendment, no Event of Default shall have occurred and be continuing.

SECTION 9. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SUBSECTION 17.13 OF THE CREDIT AGREEMENT AS IF SUCH SUBSECTION WERE SET FORTH IN FULL HEREIN.

SECTION 10. Execution in Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.


XXXX CORPORATION
By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	V.P. & Treasurer

LEAR CANADA
By:	/s/ Xxxxxxx Xxx Xxxxxxxx
	Name:	Xxxxxxx Xxx Xxxxxxxx
	Title:	V.P. Human Resources, Xxxx Corporation Member of Management Committee, Xxxx Canada

XXXX CORPORATION SWEDEN AB
By:	/s/ Xxxxxx Xxxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxxx
	Title:	Board Director

By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Board Director

XXXX FINANCIAL SERVICES (NETHERLANDS) B.V.
By:	/s/ Xxxxxx Xxxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxxx
	Title:	Director

XXXX CORPORATION (UK) LIMITED
By:	/s/ Xxxxxx Xxxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxxx
	Title:	Director

XXXX CORPORATION MEXICO, S. DE X.X. DE C.V.
By:	/s/ Xxxxx X. Xxxxxxxxxxx
	Name:	Xxxxx X. Xxxxxxxxxxx
	Title:	President


JPMORGAN CHASE BANK, N.A., as General Administrative Agent and as a Lender
By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Managing Director


Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
FREEPORT LOAN TRUST 2006-1
(Name of Lender)

By: Freeport Financial LLC

By:	/s/ Xxxxx X. Xxxxxxxxx
	Name:	Xxxxx X. Xxxxxxxxx
	Title:	Vice President


Pyramis High Yield Bond Commingled Pool, By: Pyramis Global Advisors Trust Company, as Trustee for Pyramis High Yield Bond Commingled Pool
By:	/s/ Xxxxx Cesorio
	Name:	Xxxxx Cesorio
	Title:	VP


General Motors Trust Bank, National Association, By: Pyramis Global Advisors Trust Company, as Investment Manager Under Power of Attorney
By:	/s/ Xxxxx Cesorio
	Name:	Xxxxx Cesorio
	Title:	VP


Fidelity Central Investment Portfolios LLC: Fidelity Specialized High Income Central Investment Portfolio
By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title: Assistant Treasurer


Fidelity Advisor Series I: Fidelity Advisor High Income Fund
By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Assistant Treasurer


Fidelity Summer Street Trust: Fidelity Focused High Income Fund
By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Assistant Treasurer


Fidelity Income Fund: Fidelity Total Bond Fund
By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Assistant Treasurer


Fidelity Central Investment Portfolios LLC: Fidelity High Income Central Investment Portfolio 1
By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Assistant Treasurer


		Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

		Variable Insurance Products Fund: High Income Portfolio

		By:		/s/ Xxxx Xxxxxx

				Name: Xxxx Xxxxxx
				Title: Assistant Treasurer

		SG Finance Inc

		(Name of Lender)

		By:		/s/ Xxxxx Xxxxx

				Name: Xxxxx Xxxxx
				Title: Director

Aberdeen Loan Funding Ltd.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner


		[ILLEGIBLE]

		(Name of Lender)

		By:		/s/ Xxxxxxx Xxxxxxxx

				Name: Xxxxxxx Xxxxxxxx
				Title: Chief Operating Officer

Xxxxxxxxx Loan Funding, LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner


		[ILLEGIBLE]

		(Name of Lender)

		By:		/s/ Xxxxxxx Xxxxxxxx

				Name: Xxxxxxx Xxxxxxxx
				Title: Chief Operating Officer

Brantwood CLO Ltd.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner


		[ILLEGIBLE]

		(Name of Lender)

		By:		/s/ Xxxxxxx Xxxxxxxx

				Name: Xxxxxxx Xxxxxxxx
				Title: Chief Operating Officer

Eastland CLO, Ltd.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner


		[ILLEGIBLE]

		(Name of Lender)

		By:		/s/ Xxxxxxx Xxxxxxxx

				Name: Xxxxxxx Xxxxxxxx
				Title: Chief Operating Officer

Xxxxxxx CLO, Ltd.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner


		[ILLEGIBLE]

		(Name of Lender)

		By:		/s/ Xxxxxxx Xxxxxxxx

				Name: Xxxxxxx Xxxxxxxx
				Title: Chief Operating Officer


	Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

Greenbriar CLO, Ltd. By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc. Its General Partner

	[ILLEGIBLE]

	(Name of Lender)

	By:	/s/ Xxxxxxx Xxxxxxxx

		Name: Xxxxxxx Xxxxxxxx
		Title: Chief Operating Officer

Red River CLO Ltd.
By: Highland Capital Management, L.P.
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner


		[ILLEGIBLE]

		(Name of Lender)

		By:		/s/ Xxxxxxx Xxxxxxxx

				Name: Xxxxxxx Xxxxxxxx
				Title: Chief Operating Officer

Rockwall CDO LTD.
By: Highland Capital Management, L.P.
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner


		[ILLEGIBLE]

		(Name of Lender)

		By:		/s/ Xxxxxxx Xxxxxxxx

				Name: Xxxxxxx Xxxxxxxx
				Title: Chief Operating Officer

Rockwall CDO II Ltd.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner


		[ILLEGIBLE]

		(Name of Lender)

		By:		/s/ Xxxxxxx Xxxxxxxx

				Name: Xxxxxxx Xxxxxxxx
				Title: Chief Operating Officer

Westchester CLO, Ltd
By: Highland Capital Management, L.P., As Collateral Servicer
By: Strand Advisors, Inc., Its General Partner


		[ILLEGIBLE]

		(Name of Lender)

		By:		/s/ Xxxxxxx Xxxxxxxx

				Name: Xxxxxxx Xxxxxxxx
				Title: Chief Operating Officer


		Floating Rate Senior Loan Funding I LLC

		By: Xxxxx Capital Management LLC, as Collateral Manager

		By:		/s/ Xxxx X. Xxxxxxxxx

				Name: Xxxx X. Xxxxxxxxx
				Title: Authorized Signatory

		Bank of China, New York Branch

		By:		/s/ Xxxxxxx Xxxxxx Xxxxx

				Name: Xxxxxxx Xxxxxx Xxxxx
				Title: Chief Lending Officer


		Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

		XXXXXX XXXXXXX SENIOR FUNDING, INC.
		(Name of Lender)

		By:		/s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx
				Title: Authorized Signatory


		[WhiteHorse I, Ltd]

		By:		WhiteHorse Capital Partners, L.P.
				As Collateral Manager

		[WhiteHorse IV, Ltd]

		By:		WhiteHorse Capital Partners, L.P.
				As Collateral Manager

		WhiteHorse Capital Partners, L.P.

		By:		WhiteRock Asset Advisors, LLC
				As General Partner

		By:		/s/ Xxxxx Xxxxxxxxx

				Name: Xxxxx Xxxxxxxxx
				Title: Portfolio Manager


				By: Callidus Debt Partners CLO Fund II, Ltd.
				By: Its Collateral Manager,
				Callidus Capital Management, LLC

		By:		/s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx
				Title: Principal


				By: Callidus Debt Partners CLO Fund IV Ltd.
				By: Its Collateral Manager,
				Callidus Capital Management, LLC

		By:		/s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx
				Title: Principal


				By: Callidus Debt Partners CLO Fund V, Ltd.
				By: Its Collateral Manager
				Callidus Capital Management, LLC

		By:		/s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx
				Title: Principal


				By: Callidus Debt Partners CLO Fund VI, Ltd.
				By: Its Collateral Manager
				Callidus Capital Management, LLC

		By:		/s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx
				Title: Principal


		SILVERADO CLO 2006-II LIMITED

		By: New York Life Investment Management LLC, As Portfolio Manager and Attorney-in-Fact

		By:		/s/ F. Xxxxx Xxxxx Name: F. Xxxxx Xxxxx
				Title: Director


Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 0000

XXXXXXXXXX XXXX-XXX XXXXXXXXXXX XX, XXX XXXX BRANCH
By:	/s/ Xxx Xxxxxxxx
	Name:	Xxx Xxxxxxxx
	Title:	Director


By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Director

COMERICA BANK (Name of Lender)
By:	/s/ Xxx Xxxxx
	Name:	Xxx Xxxxx
	Title:	Senior Vice President



		RIVERSIDE PARK CLO LTD.
		By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager

		By: Name:		/s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx
		Title:		Authorized Signatory



		INWOOD PARK CDO LTD.
		By: Blackstone Debt Advisors L.P. as Collateral Manager

		By: Name:		/s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx
		Title:		Authorized Signatory

		LAFAYETTE SQUARE CDO LTD.
		By: Blackstone Debt Advisors L.P. as Collateral Manager

		By: Name:		/s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx
		Title:		Authorized Signatory


		Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

		LOAN FUNDING VI LLC,
		for itself or as agent for Corporate Loan Funding VI LLC

		By: Name:		/s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx
		Title:		Authorized Signatory

		Prospect Park CDO Ltd.
		By: Blackstone Debt Advisors L.P. as Collateral Manager

		By: Name:		/s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx
		Title:		Authorized Signatory

		UNION SQUARE CDO LTD.
		By: Blackstone Debt Advisors L.P. as Collateral Manager

		By: Name:		/s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx
		Title:		Authorized Signatory

		ESSEX PARK CDO LTD.
		By: Blackstone Debt Advisors L.P. as Collateral Manager

		By: Name:		/s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx
		Title:		Authorized Signatory


Fraser Xxxxxxxx CLO I Ltd.
By: Fraser Xxxxxxxx Investment Management, LLC, As Collateral Manager

By:	/s/ Xxxx X. Xxxxxx
	Name:	Xxxx X. Xxxxxx
	Title:	Managing Partner


Fraser Xxxxxxxx CLO II Ltd.
By: Fraser Xxxxxxxx Investment Management, LLC, As Collateral Manager

By:	/s/ Xxxx X. Xxxxxx
	Name:	Xxxx X. Xxxxxx
	Title:	Managing Partner


Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

Pioneer Floating Rate Fund
Pioneer Institutional Solutions — Credit Opportunities

By:	Pioneer Investment Management, Inc.,
	its advisor

By:	/s/ Xxxxxxxx X. Xxxxxx

	Name:	Xxxxxxxx X. Xxxxxx
	Title:	VP and Associate General Counsel

Montpelier Investments Holdings Ltd.

By:	Pioneer Institutional Asset Management, Inc.,
	its advisor

By:	/s/ Xxxxxxxx X. Xxxxxx

	Name:	Xxxxxxxx X. Xxxxxx
	Title:	VP and Associate General Counsel


Xxxxxx XI — Leveraged Loan [ILLEGIBLE]
(Name of Lender)

By: Prudential Investment Management Inc., as Collateral Manager
	Name :	Xxxxxxx X. Xxxxxxx
	Title:	XX


Xxxxxx XVI — Leveraged Loan [ILLEGIBLE]
(Name of Lender)

By: Prudential Investment Management Inc., as Collateral Manager
	Name :	Xxxxxxx X. Xxxxxxx
	Title:	XX


Xxxxxx XVIII — Leveraged Loan [ILLEGIBLE]
(Name of Lender)

By: Prudential Investment Management Inc., as Collateral Manager
	Name :	Xxxxxxx X. Xxxxxxx
	Title:	XX


Xxxxxx XXI — Leveraged Loan [ILLEGIBLE]
(Name of Lender)

By: Prudential Investment Management Inc., as Collateral Manager
	Name :	Xxxxxxx X. Xxxxxxx
	Title:	XX


Xxxxxx V — Leveraged Loan [ILLEGIBLE]
(Name of Lender)

By: Prudential Investment Management Inc., as Collateral Manager
	Name :	Xxxxxxx X. Xxxxxxx
	Title:	VP


Loan Funding V, LLC for itself [ILLEGIBLE] Loan Funding V LLC
(Name of Lender)

By: Prudential Investment Management Inc., as Portfolio Manager
	Name :	Xxxxxxx X. Xxxxxxx
	Title:	VP


Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

Xxxxxx VII — Leveraged Loan [ILLEGIBLE]
(Name of Lender)

By: Prudential Investment Management Inc., as Collateral Manager
	Name :	Xxxxxxx X. Xxxxxxx
	Title:	XX

Xxxxxx VIII — Leveraged Loan [ILLEGIBLE]
(Name of Lender)

By: Prudential Investment Management Inc., as Collateral Manager
	Name :	Xxxxxxx X. Xxxxxxx
	Title:	XX


Xxxxxx IX — Senior Loan [ILLEGIBLE]
(Name of Lender)

By: Prudential Investment Management Inc., as Collateral Manager
	Name :	Xxxxxxx X. Xxxxxxx
	Title:	VP


STYX PARTNERS, L.P.
By:	Styx Associates LLC
	its General Partner

By:	/s/ Xxxxx Xxxxx

	Name:	Xxxxx Xxxxx
	Title:	Senior Managing Director


GULF STREAM-COMPASS CLO 2005-II LTD
By: Gulf Stream Asset Management LLC
As Collateral Manager

GULF STREAM-SEXTANT CLO 2006-I LTD
By: Gulf Stream Asset Management LLC
As Collateral Manager

GULF STREAM-RASHINBAN CLO 2006-I LTD
By: Gulf Stream Asset Management LLC
As Collateral Manager
(Sumitomo Deal)


(Name of Lender)

By:	/s/ Xxxxx X. Love

	Name:	Xxxxx X. Love
	Title:	Chief Credit Officer


The Northwestern Mutual Life insurance Company


(Name of Lender)

By:	/s/ Xxxxxx X. Xxxxxxx

	Name:	Xxxxxx X. Xxxxxxx
	Title:	Managing Director


Swiss Re Financial Products Corp.

(Name of Lender)

By:	/s/ XXXXXXX XXXXXXX

	Name:	XXXXXXX XXXXXXX
	Title:	Director Swiss Re Financial Products Corporation


Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

NAVIGATOR CDO 2003, LTD., as a Lender

By:	GE Asset Management Inc., as Collateral Manager

	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Authorized Signatory

NAVIGATOR CDO 2004, LTD., as a Lender

By:	GE Asset Management Inc., as Collateral Manager

	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Authorized Signatory

NAVIGATOR CDO 2005, LTD., as a Lender

By:	GE Asset Management Inc., as Collateral Manager

	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Authorized Signatory

GENERAL ELECTRIC PENSION TRUST, as a Lender

By:	GE Asset Management Inc., as Collateral Manager

	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Authorized Signatory

Waveland — INGOTS, LTD.

By:	Pacific Investment Management Company LLC, as its Investment Advisor

	By:	/s/ Xxxxxx Y.D. Xxx
		Xxxxxx Y.D. Xxx
		Executive Vice President

Loan Funding III (Delaware) LLC

By:	Pacific Investment Management Company LLC, as its Investment Advisor

	By:	/s/ Xxxxxx Y.D. Xxx
		Xxxxxx Y.D. Xxx
		Executive Vice President

Southport CLO, Limited

By:	Pacific Investment Management Company LLC, as its Investment Advisor

	By:	/s/ Xxxxxx Y.D. Xxx

		Xxxxxx Y.D. Xxx
		Executive Vice President

Fairway Loan Funding Company

By:	Pacific Investment Management Company LLC, as its Investment Advisor

	By:	/s/ Xxxxxx Y.D. Xxx

		Xxxxxx Y.D. Xxx
		Executive Vice President

Mayport CLO Ltd.

By:	Pacific Investment Management Company LLC, as its Investment Advisor

	By:	/s/ Xxxxxx Y.D. Xxx

		Xxxxxx Y.D. Xxx
		Executive Vice President

FEINGOLD O’KEEFFE CAPITAL, LLC
As Collateral Manager for
Xxxxx Street CLO, Ltd.


(Name of Lender)

By:	/s/ Xxxxx Xxxxx

	Name:	Xxxxx Xxxxx
	Title:	Port Manager


Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
SunTrust Bank
(Name of Lender)


By:	/s/ Xxxxxx X Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	SVP


Xxxxx Fargo Bank, N.A.
By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Vice President



Nuveen Floating Rate Income Opportunity Fund
(Name of Lender)

By:	Symphony Asset Management, LLC

By:	/s/ Xxxxx Xxx
	Name:	Xxxxx Xxx
	Title:	Associate Portfolio Manager



Symphony CLO I
(Name of Lender)

By:	Symphony Asset Management, LLC

By:	/s/ Xxxxx Xxx
	Name:	Xxxxx Xxx
	Title:	Associate Portfolio Manager



Symphony CLO II
(Name of Lender)

By:	Symphony Asset Management, LLC

By:	/s/ Xxxxx Xxx
	Name:	Xxxxx Xxx
	Title:	Associate Portfolio Manager


The Hartford Mutual Funds, Inc., on behalf of The Hartford Floating Rate Fund
By Hartford Investment Management Company, its Sub-advisor

By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	SVP


Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 Hartford Series Fund, Inc., on behalf of Hartford High Yield HLS Fund
	By: Hartford Investment Management Company, its Sub-advisor

By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	SVP


The Hartford Mutual Funds, Inc., on behalf of The Hartford High Yield Fund
	By: Hartford Investment Management Company, its Sub-advisor

By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	SVP


Hartford Life and Accident Insurance Company
By:	Hartford Investment Management Company its Agent and Attorney-in-fact

By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	SVP


The Hartford Mutual Funds, Inc., on behalf of The Hartford Strategic Income Fund
By:	Hartford Investment Management Company its Investment Manager

By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	SVP


Hartford Institutional Trust, on behalf of its Floating Rate Bank Loan Series
	By: Hartford Investment Management Company, its Investment Manager

By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	SVP


Hartford Series Fund, Inc., on behalf of Hartford Total Return Bond HLS Fund
By	Hartford Investment Management Company, its Subadvisor

By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	SVP


The Hartford Mutual Funds, Inc., on behalf of The Hartford Income Fund By Hartford Investment Management Company, its Subadvisor
By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	SVP


	Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

	The Hartford Mutual Funds, Inc., on behalf of The Hartford Total Return Bond Fund By Hartford Investment Management Company, Its Subadvisor

	By:	/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: SVP

	State Board of Administration of Florida
		By: Hartford Investment Management Company, Its Investment Manager


	By:	/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: SVP

	The Investment and Administrative Committee of The Xxxx Disney Company Sponsored Qualified Benefit Plans and Key Employees Deferred Compensation and Retirement Plan
	By:	Hartford Investment Management Company Its Investment Manager


	By:	/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: SVP

	Xxxxxxx X. Xxxxxxxxx Funds, Inc. — Intermediate Duration Portfolio, (Name of Lender)
	By:	/s/ AllianceBernstein L.P., as manager
		Name: Xxxxxxx X. Xxxx
		Title: Senior Vice President

	Xxxxxxx X. Xxxxxxxxx Funds Inc. II — Intermediate Duration Institutional Portfolio, (Name of Lender)
	By:	/s/ AllianceBernstein L.P., as manager
		Name: Xxxxxxx X. Xxxx
		Title: Senior Vice President

	Oregon State Treasury, (Name of Lender)
	By:	/s/ AllianceBernstein L.P., as manager
		Name: Xxxxxxx X. Xxxx
		Title: Senior Vice President


Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 AllianceBernstein Global Bond Fund, (Name of Lender)
By:	/s/ AllianceBernstein L.P., as manager
	Name:	Xxxxxxx X. Xxxx
	Title:	Senior Vice President

KKR Financial CLO 2005-1, Ltd. (Name of Lender)
By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Authorized Signatory

KKR Financial CLO 2005-2, Ltd. (Name of Lender)
By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Authorized Signatory

KKR Financial CLO 2006-1, Ltd. (Name of Lender)
By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Authorized Signatory

KKR Financial CLO 2007-1, Ltd. (Name of Lender)
By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title: Authorized Signatory

KKR Financial CLO 2007-A, Ltd. (Name of Lender)
By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Authorized Signatory

KKR Financial CLO 2009-1, Ltd. (Name of Lender)
By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Authorized Signatory


Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 Oregon Public Employees Retirement Fund (Name of Lender)
By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Authorized Signatory

UBS Loan Finance LLC
By:	/s/ Xxxx X. Xxxx
	Name:	Xxxx X. Xxxx
	Title:	Associate Director


By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Associate Director

CITIBANK, N. A.
(Name of Lender)
By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Attorney-in-Fact

Carlyle High Yield Partners IV, Ltd.
(Name of Lender)
By:	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx
	Title:	Managing Director

Carlyle High Yield Partners VI, Ltd.
(Name of Lender)
By:	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx
	Title:	Managing Director

Carlyle High Yield Partners VII, Ltd.
(Name of Lender)
By:	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx
	Title:	Managing Director

Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006


Carlyle High Yield Partners X, Ltd.

(Name of Lender)

By:	/s/ Xxxxx Xxxx

	Name:	Xxxxx Xxxx
	Title:	Managing Director


Carlyle Credit Partners Financing I, Ltd.

(Name of Lender)

By:	/s/ Xxxxx Xxxx

	Name:	Xxxxx Xxxx
	Title:	Managing Director


Carlyle High Yield Partners 2008-I, Ltd.

(Name of Lender)

By:	/s/ Xxxxx Xxxx

	Name:	Xxxxx Xxxx
	Title:	Managing Director


Carlyle High Yield Partners VIII, Ltd

(Name of Lender)

By:	/s/ Xxxxx Xxxx

	Name:	Xxxxx Xxxx
	Title:	Managing Director


Carlyle High Yield Partners IX, Ltd.

(Name of Lender)

By:	/s/ Xxxxx Xxxx

	Name:	Xxxxx Xxxx
	Title:	Managing Director


XXXXXXX XXXXX CAPITAL SERVICES, INC.

By:	/s/ Xxxx Xxxxxx

	Name:	Xxxx Xxxxxx
	Title:	Vice President


XXXXXXX SACHS LENDING PARTNERS LLC

By:	/s/ Xxxxxx Xxxxxx

	Name:	Xxxxxx Xxxxxx
	Title:	Authorized Signatory

Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

[ILLEGIBLE]



(Name of Lender)

By:	/s/ Xxxxx X. Xxxxxx

	Name:	Xxxxx X. Xxxxxx
	Title:	Authorized Signatory

[ILLEGIBLE]



(Name of Lender)

By:	/s/ Xxxxx X. Xxxxxx

	Name:	Xxxxx X. Xxxxxx
	Title:	Authorized Signatory


Genesis CLO 2007-1 Ltd.

(Name of Lender)

By: Ore Hill Partners LLC Its: Investment Advisor

By:	/s/ Xxxxxx X. Xxxx, Esq.

	Name:	Xxxxxx X. Xxxx, Esq.
	Title:	General Counsel Ore Hill Partners LLC


KINGSLAND V, LTD. By: Kingsland Capital Management, LLC as Manager

By:	/s/ Xxxxxxx Xxxxx

	Name:	Xxxxxxx Xxxxx
	Title:	Authorized Officer


KINGSLAND IV, LTD. By: Kingsland Capital Management, LLC as Manager

By:	/s/ Xxxxxxx Xxxxx

	Name:	Xxxxxxx Xxxxx
	Title:	Authorized Officer


KINGSLAND III, LTD. By: Kingsland Capital Management, LLC as Manager

By:	/s/ Xxxxxxx Xxxxx

	Name:	Xxxxxxx Xxxxx
	Title:	Authorized Officer


KINGSLAND II, LTD. By: Kingsland Capital Management, LLC as Manager

By:	/s/ Xxxxxxx Xxxxx

	Name:	Xxxxxxx Xxxxx
	Title:	Authorized Officer


Gallatin Funding I, Ltd. By: UrsaMine Credit Advisors, LLC as its Collateral Manager


(Name of Lender)

By:	/s/ Xxxxx X. Xxxxxxxxxx

	Name:	Xxxxx X. Xxxxxxxxxx
	Title:	President

Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006


	Grayston CLO II 2004 -1, LTD By: UrsaMine Credit Advisors, LLC as its Collateral Manager


	(Name of Lender)

	By:	/s/ Xxxxx X. Xxxxxxxxxx
		Name: Xxxxx X. Xxxxxxxxxx
		Title: President

	Gallatin CLO II 2005-1, LTD By: UrsaMine Credit Advisors, LLC as its Collateral Manager


	(Name of Lender)

	By:	/s/ Xxxxx X. Xxxxxxxxxx
		Name: Xxxxx X. Xxxxxxxxxx
		Title: President

	Gallatin CLO III 2007-1, LTD As Assignee By: UrsaMine Credit Advisors, LLC as its Collateral Manager


	(Name of Lender)

	By:	/s/ Xxxxx X. Xxxxxxxxxx
		Name: Xxxxx X. Xxxxxxxxxx
		Title: President

	Bear Xxxxxxx Loan Trust By: UrsaMine Credit Advisors, LLC as its attorney-in-fact


	(Name of Lender)

	By:	/s/ Xxxxx X. Xxxxxxxxxx
		Name: Xxxxx X. Xxxxxxxxxx
		Title: President

	MARLBOROUGH STREET CLO, LTD.,

	By its Collateral Manager, Massachusetts Financial Services Company (MLX)

	By:	[ILLEGIBLE]
		As authorized representative and not individually

Sankaty Advisors, LLC as Collateral Manager for XXXXX POINT CLO, LTD., as Term Lender


	(Name of Lender)

	By:	/s/ Xxxx X. Xxxxxxxxx
		Name: Xxxx X. Xxxxxxxxx
		Title: Chief Compliance Officer Assistant Secretary

Sankaty Advisors, LLC as Collateral Manager for Castle Hill I - INGOTS, Ltd., as Term Lender


	(Name of Lender)

	By:	/s/ Xxxx X. Xxxxxxxxx
		Name: Xxxx X. Xxxxxxxxx
		Title: Chief Compliance Officer Assistant Secretary

Sankaty Advisors, LLC as Collateral Manager for Loan Funding XI LLC, As Term Lender


	(Name of Lender)

	By:	/s/ Xxxx X. Xxxxxxxxx
		Name: Xxxx X. Xxxxxxxxx
		Title: Chief Compliance Officer Assistant Secretary


	Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
Chatham Light II CLO, Limited, by Sankaty Advisors LLC, as Collateral Manager


	(Name of Lender)

	By:	/s/ Xxxx X. Xxxxxxxxx

		Name: Xxxx X. Xxxxxxxxx
		Title: Chief Compliance Officer Assistant Secretary

Katonah III, Ltd. by Sankaty Advisors LLC as Sub-Advisors


	(Name of Lender)

	By:	/s/ Xxxx X. Xxxxxxxxx

		Name: Xxxx X. Xxxxxxxxx
		Title: Chief Compliance Officer Assistant Secretary

Katonah IV, Ltd. by Sankaty Advisors, LLC as Sub-Advisors


	(Name of Lender)

	By:	/s/ Xxxx X. Xxxxxxxxx

		Name: Xxxx X. Xxxxxxxxx
		Title: Chief Compliance Officer Assistant Secretary


Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender


	(Name of Lender)

	By:	/s/ Xxxx X. Xxxxxxxxx

		Name: Xxxx X. Xxxxxxxxx
		Title: Chief Compliance Officer Assistant Secretary

Sankaty Advisors, LLC as Collateral Manager for Race Point II CLO, Limited, as Term Lender


	(Name of Lender)

	By:	/s/ Xxxx X. Xxxxxxxxx

		Name: Xxxx X. Xxxxxxxxx
		Title: Chief Compliance Officer Assistant Secretary

Sankaty Advisors, LLC as Collateral Manager for Race Point III CLO, Limited, as Term Lender

	(Name of Lender)

	By:	/s/ Xxxx X. Xxxxxxxxx

		Name: Xxxx X. Xxxxxxxxx
		Title: Chief Compliance Officer Assistant Secretary

Race Point IV CLO, Ltd By: Sankaty Advisors, LLC as Collateral Manager

	(Name of Lender)

	By:	/s/ Xxxx X. Xxxxxxxxx

		Name: Xxxx X. Xxxxxxxxx
		Title: Chief Compliance Officer Assistant Secretary


	Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

Sankaty High Yield Partners II, L.P.

	(Name of Lender)

	By:	/s/ Xxxx X. Xxxxxxxxx

		Name: Xxxx X. Xxxxxxxxx
		Title: Chief Compliance Officer Assistant Secretary

Sankaty High Yield Partners III, L.P.

	(Name of Lender)

	By:	/s/ Xxxx X. Xxxxxxxxx

		Name: Xxxx X. Xxxxxxxxx
		Title: Chief Compliance Officer Assistant Secretary

SSS Funding II By: Sankaty Advisors, LLC as Collateral Manager

	(Name of Lender)

	By:	/s/ Xxxx X. Xxxxxxxxx

		Name: Xxxx X. Xxxxxxxxx
		Title: Chief Compliance Officer
		Assistant Secretary

	FIRST 2004-I CLO, LTD.
	By: TCW Asset Management Company, its Collateral Manager

	By:	/s/ Xxxxxxx Xxx

		Xxxxxxx Xxx
		Senior Vice President

	By:	/s/ Xxxxxx Xxxxx

		Xxxxxx Xxxxx
		Vice President

	FIRST 2004-II CLO LIMITED
	By: TCW Asset Management Company, as its Collateral Manager

	By:	/s/ Xxxxxxx Xxx

		Xxxxxxx Xxx
		Senior Vice President

	By:	/s/ Xxxxxx Xxxxx

		Xxxxxx Xxxxx
		Vice President

	MAC CAPITAL, LTD.
	By: TCW Asset Management Company as its Portfolio Manager

	By:	/s/ Xxxxxxx Xxx

		Xxxxxxx Xxx
		Senior Vice President

	By:	/s/ Xxxxxx Xxxxx

		Xxxxxx Xxxxx
		Vice President

	MOMENTUM CAPITAL FUND, LTD.
	By: TCW Asset Management Company as its Portfolio Manager

	By:	/s/ Xxxxxxx Xxx

		Xxxxxxx Xxx
		Senior Vice President

	By:	/s/ Xxxxxx Xxxxx

		Xxxxxx Xxxxx
		Vice President


		Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006


		LOAN FUNDING I LLC,
		a wholly owned subsidiary of Citibank, N.A.

		By: TCW Asset Management Company, as portfolio manager of Loan Funding I LLC



	By:	/s/ Xxxxxxx Xxx
		Xxxxxxx Xxx
		Senior Vice President


	By:	/s/ Xxxxxx Xxxxx
		Xxxxxx Xxxxx
		Vice President


		TCW SELECT LOAN FUND, LIMITED

		By: TCW Asset Management Company, as its Collateral Manager



	By:	/s/ Xxxxxxx Xxx
		Xxxxxxx Xxx
		Senior Vice President


	By:	/s/ Xxxxxx Xxxxx
		Xxxxxx Xxxxx
		Vice President


		TCW Senior Secured Floating Rate Loan Fund, L.P.

		By: TCW Asset Management Company as its Investment



	By:	/s/ Xxxxxxx Xxx
		Xxxxxxx Xxx
		Senior Vice President


	By:	/s/ Xxxxxx Xxxxx
		Xxxxxx Xxxxx
		Vice President


		TCW Senior Secured Loan Fund, LP

		By: TCW Asset Management Company, as its Investment Advisor



	By:	/s/ Xxxxxxx Xxx
		Xxxxxxx Xxx
		Senior Vice President


	By:	/s/ Xxxxxx Xxxxx
		Xxxxxx Xxxxx
		Vice President


		VELOCITY CLO LIMITED

		By: TCW Asset Management Company, as Collateral Manager



	By:	/s/ Xxxxxxx Xxx
		Xxxxxxx Xxx
		Senior Vice President


	By:	/s/ Xxxxxx Xxxxx
		Xxxxxx Xxxxx
		Vice President


		VITESSE CLO LTD.

		By: TCW Asset Management Company as its Portfolio Manager



	By:	/s/ Xxxxxxx Xxx
		Xxxxxxx Xxx
		Senior Vice President


	By:	/s/ Xxxxxx Xxxxx
		Xxxxxx Xxxxx
		Vice President


KOHLBERG CAPITAL CORPORATION
By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Authorized Signatory Kohlberg Capital Corporation


Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

KATONAH VII CLO LTD.
By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Authorized Officer Katonah Debt Advisors, L.L.C. As Manager


KATONAH IX CLO LTD.
By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Authorized Officer Katonah Debt Advisors, L.L.C. As Manager


KATONAH X CLO LTD.
By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Authorized Officer Katonah Debt Advisors, L.L.C. As Manager


BANK OF AMERICA, N.A.
By:	/s/ Xxxxxxxx X. Xxxxxx
	Name:	Xxxxxxxx X. Xxxxxx
	Title:	Vice President

Term loan position only.

BALTIC FUNDING LLC (Name of Lender)
By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:	Assistant Vice president


Lord Xxxxxx Investment Trust–Lord Xxxxxx Floating Rate Fund
By:	/s/ Xxxxxxxxx X. XxxXxxx
	Name:	Xxxxxxxxx X. XxxXxxx
	Title:	Portfolio Manager


Golden Knight II CLO, Ltd.
By:	/s/ Xxxxxxxxx X. XxxXxxx
	Name:	Xxxxxxxxx X. XxxXxxx
	Title:	Portfolio Manager


		Signature page to Third Amendment and Waiver dated
		as of May 13, 2009 to the Xxxx Corporation Amended
		and Restated Credit and Guarantee Agreement, dated as
		of April 25, 2006


XXXXXXX XXXXX BANK USA
By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	Vice President


BNP Paribas
By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Managing Director


By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Managing Director


Fifth Third Bank, a Michigan Banking Corporation
By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Assistant Vice President


		Signature page to Third Amendment and Waiver dated
		as of May 13, 2009 to the Xxxx Corporation Amended
		and Restated Credit and Guarantee Agreement, dated as
		of April 25, 2006


ARES ENHANCED LOAN INVESTMENT STRATEGY IR-B LTD.		ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD.

By:	ARES ENHANCED LOAN MANAGEMENT IR-	By:	ARES ENHANCED LOAN MANAGEMENT IR,
B, L.P., as Portfolio Manager		L.P., as Portfolio Manager

By:	Ares Enhanced Loan IR-B GP, LLC, as its General	By:	Ares Enhanced Loan IR GP, LLC, as its General
Partner		Partner

By:	Ares Management LLC, as its Manager	By:	Ares Management LLC, as its Manager

By:	/s/ Xxxxxxx Xxxxxxxx	By:	/s/ Xxxxxxx Xxxxxxxx
	Name: Xxxxxxx Xxxxxxxx		Name: Xxxxxxx Xxxxxxxx
	Title: Authorized Signatory		Title: Authorized Signatory

ARES XI CLO Ltd.		Ares VR CLO Ltd.

By: ARES CLO MANAGEMENT XI, L.P.		By: Ares CLO Management VR, L.P., Investment Manager

By: ARES CLO GP XI LLC, ITS GENERAL PARTNER		By: Ares CLO GP VR, LLC, Its General Partner

By: ARES MANAGEMENT LLC, ITS MANAGER

By:	/s/ Xxxxxxx Xxxxxxxx	By:	/s/ Xxxxxxx Xxxxxxxx
Name:	Xxxxxxx Xxxxxxxx	Name:	Xxxxxxx Xxxxxxxx
Title:	Authorized Signatory	Title:	Authorized Signatory


Ares X CLO Ltd.		Ares VIR CLO Ltd.

By:	Ares CLO Management X, L.P., Investment Manager	By:	Ares CLO Management IX, L.P., Investment Manager

By:	Ares CLO GP X, LLC, Its General Partner	By:	Ares CLO GP VIR, LLC, Its General Partner

By:	/s/ Xxxxxxx Xxxxxxxx	By:	/s/ Xxxxxxx Xxxxxxxx
Name:	Xxxxxxx Xxxxxxxx	Name:	Xxxxxxx Xxxxxxxx
Title:	Authorized Signatory	Title:	Authorized Signatory

Ares VII CLO Ltd.		Ares IX CLO Ltd.

By:	Ares CLO Management VII, L.P., Investment Manager	By:	Ares CLO Management IX, L.P., Investment Manager

By:	Ares CLO GP VII, LLC, Its General Partner	By:	Ares CLO GP IX, LLC, Its General Partner

		By:	Ares Management LLC, Its Managing Member

By:	/s/ Xxxxxxx Xxxxxxxx	By:	/s/ Xxxxxxx Xxxxxxxx
Name:	Xxxxxxx Xxxxxxxx	Name:	Xxxxxxx Xxxxxxxx
Title:	Authorized Signatory	Title:	Authorized Signatory

Ares VIII CLO Ltd.		Global Loan Opportunity Fund B.V.

By:	Ares CLO Management VIII, L.P., Investment Manager	By:	Ares Management Limited, Its Portfolio Manager

By:	Ares CLO GP VIII, LLC, Its General Partner
		By:	/s/ Xxxxxxx Xxxxxxxx
			Name: Xxxxxxx Xxxxxxxx
			Title: Authorized Signatory

By:	/s/ Xxxxxxx Xxxxxxxx
Name:	Xxxxxxx Xxxxxxxx
Title:	Authorized Signatory

CONFLUENT 2 LIMITED
By: Ares Private Account Management I, L.P., as Sub-Manager

By: Ares Private Account Management I GP, LLC, as General Partner

By: Ares Management LLC as Manager

By:	/s/ Xxxxxxx Xxxxxxxx
Name:	Xxxxxxx Xxxxxxxx
Title:	Authorized Signatory


		Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

		Apidos CDO I

		By Apidos Capital Management, LLC its investment adviser

		By:		/s/ Xxxxxxxx Xxxxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxxxx
				Title: Managing Director

		Apidos CDO II

		By Apidos Capital Management, LLC its investment adviser

		By:		/s/ Xxxxxxxx Xxxxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxxxx
				Title: Managing Director

		Apidos CDO III

		By Apidos Capital Management, LLC its investment adviser

		By:		/s/ Xxxxxxxx Xxxxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxxxx
				Title: Managing Director

		Apidos CDO IV

		By Apidos Capital Management, LLC its investment adviser

		By:		/s/ Xxxxxxxx Xxxxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxxxx
				Title: Managing Director

		Apidos CDO V

		By Apidos Capital Management, LLC its investment adviser

		By:		/s/ Xxxxxxxx Xxxxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxxxx
				Title: Managing Director

		Apidos Quattro CDO

		By Apidos Capital Management, LLC its investment adviser

		By:		/s/ Xxxxxxxx Xxxxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxxxx
				Title: Managing Director

		Genesis CLO 2007-2 LTD

		(Name of Lender) by LLCP Advisors LLC as Collateral Manager

		By:		/s/ Tejs Braberg
				Name: Tejs Braberg
				Title: Officer


		Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

		BLACK DIAMOND CLO 2006-1 (CAYMAN), Ltd.
		By: Black Diamond CLO 2006-1 Adviser, L.L.C.
		As Its Collateral Manager


		(Name of Lender)

		By:		/s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
				Title: Managing Principal

		BLACK DIAMOND CLO 2005-2 Ltd.
		By: Black Diamond CLO 2005-2 Adviser, L.L.C.,
		As its Collateral Manager


		(Name of Lender)

		By:		/s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
				Title: Managing Principal

		BLACK DIAMOND CLO 2005-1 Ltd.
		By: Black Diamond CLO 2005-1 Adviser, L.L.C.,
		As its Collateral Manager


		(Name of Lender)

		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title: Managing Principal

		Black Diamond International Funding, Ltd.
		By: BDCM Fund Adviser, L.L.C.
		As Its Collateral Manager


		(Name of Lender)

		By:		/s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
				Title: Managing Principal

		XXXXXXX CAPITAL MANAGEMENT, XX XX

		(Name of Lender)

		By:		[ILLEGIBLE]
				Name:
				Title:

		Xxxxxxx Capital Management, XX XX

		By: SAI Partners, LP the general partner

		By: Xxxxxxx, Inc. the general partner

		By:


		XXXXXXX INTERNATIONAL FUND, LTD

		(Name of Lender)

		Xxxxxxx, LLC Its: Investment manager

		By:		[ILLEGIBLE]
				Name:
				Title:


		Signature page to Third Amendment and Waiver dated
		as of May 13, 2009 to the Xxxx Corporation Amended
		and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

		XXXXXXX WORLDWIDE FUND, LTD. (Name of Lender)

		By:		[ILLEGIBLE] Name: [ILLEGIBLE]
				Title:

		Xxxxxxx Worldwide Fund Ltd.
		By:		Old Bellows Partners LP its Investment Manager
		By:		Old Xxxx Associates LLC its General Partner
		By:		A. Dev Xxxxxx


		SKANDINAVISKA ENSKILDA XXXXXX XX (Publ)

		By:		/s/ Xxxxxxx X Xxxxx Name: Xxxxxxx X Xxxxx
				Title:

		/s/ Xxxxxx Xxxxx
		Xxxxxx Xxxxx


		By:		/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx
				Title: Director

Columbus Park CDO Ltd.

By: GSO / Blackstone Debt Funds Management LLC
as Collateral Manager

/s/ Xxxxxx X. Xxxxx

Xxxxxx X. Xxxxx

Authorized Signatory