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Exhibit 10.1

        AMENDMENT NO. 2 and WAIVER dated as of March 31, 2004 (this "Amendment"), to the THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 26, 2002 (as amended by Amendment No. 1 dated as of June 30, 2003, the "Credit Agreement"), among Jefferson Smurfit Corporation (U.S.), a Delaware corporation (the "Borrower"); Smurfit-Stone Container Corporation, a Delaware corporation ("SSCC"); JSCE, Inc., a Delaware corporation ("JSCE"); the Lenders (as defined in the Credit Agreement); the Managing Agents (as defined in the Credit Agreement); the Fronting Banks (as defined in the Credit Agreement); JPMorgan Chase Bank, a New York banking corporation formerly known as The Chase Manhattan Bank ("JPMorgan"), and Deutsche Bank Trust Company Americas, a New York banking corporation formerly known as Bankers Trust Company ("DB"), as senior managing agents (in such capacity, the "Senior Managing Agents") for the Lenders; and JPMorgan, as administrative agent (in such capacity, the "Administrative Agent") and collateral agent (in such capacity, the "Collateral Agent") for the Lenders, and as swingline lender (in such capacity, the "Swingline Lender").

        A.    Pursuant to the terms and subject to the conditions contained in the Credit Agreement, the Lenders, the Swingline Lender and the Fronting Banks have extended, and have agreed to extend, credit to the Borrower.

        B.    The Borrower, SSCC and JSCE have requested that the Credit Agreement be amended as set forth herein.

        C.    The Lenders are willing so to amend the Credit Agreement pursuant to the terms and subject to the conditions set forth herein.

        D.    Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

        Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

        SECTION 1. Amendments. Article VII of the Credit Agreement is hereby amended as follows:

        (a)   Section 7.14(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

        "SECTION 7.14. Consolidated EBITDA. (a) Prior to the Stone Transaction Date, permit Consolidated EBITDA for any four fiscal quarter period ending on a date set forth below to be less than the amount opposite such date:

Date		Amount
December 31, 2003		$	225,000,000
March 31, 2004		$	175,000,000
June 30, 2004		$	175,000,000
September 30, 2004		$	175,000,000
December 31, 2004		$	175,000,000
March 31, 2005 and thereafter		$	350,000,000

        (b)   Section 7.15 of the Credit Agreement is hereby amended and restated in its entirety as follows:

        "SECTION 7.15. Interest Coverage Ratio. (a) Prior to the Stone Transaction Date, permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense for any four fiscal

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quarter period ending on a date set forth below to be less than the ratio set forth opposite such date:

Date		Ratio
December 31, 2003		2.25 to 1.00
March 31, 2004		1.50 to 1.00
June 30, 2004		1.50 to 1.00
September 30, 2004		1.50 to 1.00
December 31, 2004		1.50 to 1.00
March 31, 2005 and thereafter		2.50 to 1.00

        (b)   Following the Stone Transaction Date, permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense for any four fiscal quarter period ending on a date set forth below to be less than the ratio set forth opposite such date:

Date		Ratio
June 30, 2004		1.30 to 1.00
September 30, 2004		1.30 to 1.00
December 31, 2004		1.50 to 1.00
March 31, 2005 and thereafter		1.75 to 1.00	"

        SECTION 2. Waiver. The Lenders hereby waive any Default or Event of Default that may have arisen as a result of the failure of the Borrower, SSCC and JSCE to comply with the provisions of Section 7.14(a) and Section 7.15(a) of the Credit Agreement prior to the effectiveness of this Amendment and with respect to, but only with respect to, the four fiscal quarter period ending on March 31, 2004.

        SECTION 3. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of the Borrower, SSCC and JSCE represents and warrants to each other party hereto that, after giving effect to this Amendment, (a) the representations and warranties set forth in Article IV of the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, and (b) no Default or Event of Default has occurred and is continuing.

        SECTION 4. Effectiveness. This Amendment shall become effective as of the date first written above on the date on which the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower, SSCC, JSCE and the Required Lenders.

        SECTION 5. Amendment Fee. The Borrowers agree to pay to the Administrative Agent for the account of each Lender that executes and delivers to the Administrative Agent (or its counsel) a copy of this Amendment at or prior to 5:00 p.m., New York City time, on April 19, 2004 (the "Signing Date"), an amendment fee (the "Amendment Fee") in an amount equal to 0.05% of the sum of such Lender's Revolving Credit Commitment (whether used or unused) and the principal amount of such Lender's outstanding Term Loans, in each case as of the Signing Date. The Amendment Fee shall be payable upon and subject to the effectiveness of this Amendment in accordance with Section 4 hereof. Once paid, the Amendment Fee shall not be refundable under any circumstances.

        SECTION 6. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Managing Agents, the Fronting Banks, the Senior Managing Agents, the Administrative Agent, the Collateral Agent, the Swingline Lender, the Borrower, SSCC, JSCE or the Guarantors under the Credit Agreement or any other Loan Document, and

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shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement, as modified hereby. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.

        SECTION 7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

        SECTION 8. Acknowledgment. Each of the undersigned Guarantors hereby acknowledges receipt of this Amendment and its review of the terms and conditions hereof. Each of the undersigned Guarantors hereby consents to the terms and conditions of this Amendment and hereby confirms its guarantee under the Guarantee Agreements to which it is a party and agrees that such guarantee shall continue to be in full force and effect and shall accrue to the benefit of the Lenders.

        SECTION 9. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

        SECTION 10. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

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

		JEFFERSON SMURFIT CORPORATION (U.S.),
		By		/s/  XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Assistant Treasurer
		SMURFIT-STONE CONTAINER CORPORATION,
		By		/s/  XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Assistant Treasurer
		JSCE, INC.,
		By		/s/  XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Assistant Treasurer

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		JPMORGAN CHASE BANK, individually and as Administrative Agent, Collateral Agent, Swingline Lender and Senior Managing Agent,
		By		/s/  XXXXX X. XXXXXX Name: Xxxxx X. Xxxxxx Title: Vice President
		DEUTSCHE BANK TRUST COMPANY AMERICAS, individually and as Fronting Bank and Senior Managing Agent,
		By		/s/  XXXXX XXXXXXX Name: Xxxxx Xxxxxxx Title: Director
		GUARANTORS
		SMURFIT-STONE CONTAINER CORPORATION,
		By		/s/  XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Assistant Treasurer
		JSCE, INC.,
		By		/s/  XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Assistant Treasurer
		SMURFIT NEWSPRINT CORPORATION,
		By		/s/  XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Assistant Treasurer
		JSC CAPITAL CORPORATION,
		By		/s/  XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Assistant Treasurer

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		SIGNATURE PAGE TO AMENDMENT NO. 2 AND WAIVER DATED AS OF MARCH 31, 2004, TO THE THIRD AMENDED AND RESTATED JEFFERSON SMURFIT CORPORATION (U.S.) CREDIT AGREEMENT DATED AS OF SEPTEMBER 26, 2002
		AIMCO CDO SERIES 2000-A
		By		/s/  XXXXXXXX X. XXXXXX Name: Xxxxxxxx X. Xxxxxx Title: Authorized Signatory
		By		/s/  XXXXX XXXXXXX Name: Xxxxx Xxxxxxx Title: Authorized Signatory
		AIMCO CDO SERIES 2001-A
		By		/s/  XXXXXXXX X. XXXXXX Name: Xxxxxxxx X. Xxxxxx Title: Authorized Signatory
		By		/s/  XXXXX XXXXXXX Name: Xxxxx Xxxxxxx Title: Authorized Signatory
		ALLSTATE LIFE INSURANCE COMPANY
		By		/s/  XXXXXXXX X. XXXXXX Name: Xxxxxxxx X. Xxxxxx Title: Authorized Signatory
		By		/s/  XXXXX XXXXXXX Name: Xxxxx Xxxxxxx Title: Authorized Signatory
		APEX (TRIMARAN) CDO I, LTD. BY TRIMARAN ADVISORS, L.L.C.
		By		/s/  XXXXX X. XXXXXXXX Name: Xxxxx X. Xxxxxxxx Title: Managing Director

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		CREDIT LYONNAIS NEW YORK BRANCH
		By		/s/  XXXXX X. XXXXXXXXX Name: Xxxxx X. Xxxxxxxxx Title: Vice President
		CREDIT INDUSTRIEL ET COMMERCIAL
		By		/s/  XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: First Vice President
		By		/s/  XXXXX X'XXXXX Name: Xxxxx X'Xxxxx Title: Vice President
		CITIBANK N.A.
		By		/s/  XXXXXX X. VAN Name: Xxxxxx X. Van Title: Managing Director
		HARBOUR TOWN FUNDING LLC
		By		/s/  XXX X. XXXXXX Name: Xxx X. Xxxxxx Title: Asst. Vice President
		MUIRFIELD TRADING LLC
		By		/s/  XXX X. XXXXXX Name: Xxx X. Xxxxxx Title: Asst. Vice President
		OLYMPIC FUNDING TRUST, SERIES 1999-1
		By		/s/  XXX X. XXXXXX Name: Xxx X. Xxxxxx Title: Asst. Vice President
		RIVIERA FUNDING LLC
		By		/s/  XXX X. XXXXXX Name: Xxx X. Xxxxxx Title: Asst. Vice President

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		SAWGRASS TRADING LLC
		By		/s/  XXX X. XXXXXX Name: Xxx X. Xxxxxx Title: Asst. Vice President
		SFT TRADING, INC.
		By		/s/  XXX X. XXXXXX Name: Xxx X. Xxxxxx Title: Asst. Vice President
		SRF 2000, INC.
		By		/s/  XXX X. XXXXXX Name: Xxx X. Xxxxxx Title: Asst. Vice President
		GALLATIN FUNDING I LTD. BY: BEAR XXXXXXX ASSET MANAGEMENT INC. AS ITS COLLATERAL MANAGER
		By		/s/  XXXXX X. XXXXXXXXXX Name: Xxxxx X. Xxxxxxxxxx Title: Associate Director
		GRAYSTON CLO 2001-01 LTD. BY: BEAR XXXXXXX ASSET MANAGEMENT INC. AS ITS COLLATERAL MANAGER
		By		/s/  XXXXX X. XXXXXXXXXX Name: Xxxxx X. Xxxxxxxxxx Title: Associate Director
		BANK ONE, NA
		By		/s/  XXXXX X. XXXX Name: Xxxxx X. Xxxx Title: Director
		THE BANK OF NEW YORK
		By		/s/  XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Vice President

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		BANK OF AMERICA, N.A
		By		/s/  XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Vice President
		FIRST DOMINION FUNDING I
		By		/s/  XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Authorized Signatory
		SEQUILS-CUMBERLAND I, LTD. BY: DEERFIELD CAPITAL MANAGEMENT LLC AS ITS COLLATERAL MANAGER
		By		/s/  XXXXX SAKON Name: Xxxxx Sakon Title: Vice President
		ROSEMONT CLO, LTD. BY: DEERFIELD CAPITAL MANAGEMENT LLC AS ITS COLLATERAL MANAGER
		By		/s/  XXXXX SAKON Name: Xxxxx Sakon Title: Vice President
		BRYN MAWR CLO, LTD. BY: DEERFIELD CAPITAL MANAGEMENT LLC AS ITS COLLATERAL MANAGER
		By		/s/  XXXXX SAKON Name: Xxxxx Sakon Title: Vice President
		FOREST CREEK CLO, LTD. BY: DEERFIELD CAPITAL MANAGEMENT LLC AS ITS COLLATERAL MANAGER
		By		/s/  XXXXX SAKON Name: Xxxxx Sakon Title: Vice President

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		XXX XXXXXX CLO I, LIMITED BY: XXX XXXXXX INVESTMENT ADVISORY CORP. AS COLLATERAL MANAGER
		By		/s/  XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Executive Director
		XXX XXXXXX CLO II, LIMITED BY: XXX XXXXXX INVESTMENT ADVISORY CORP. AS COLLATERAL MANAGER
		By		/s/  XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Executive Director
		XXX XXXXXX SENIOR INCOME TRUST BY: XXX XXXXXX INVESTMENT ADVISORY CORP.
		By		/s/  XXXX XXXXX Name: Xxxx Xxxxx Title: Executive Director
		THE BANK OF NOVA SCOTIA
		By		/s/  X. XXXXXX Name: X. Xxxxxx Title: Assistant Agent
		TCW SELECT LOAN FUND, LIMITED BY: TCW ADVISORS, INC., AS ITS COLLATERAL MANAGER
		By		/s/  G. XXXXXX XXXXX Name: G. Xxxxxx Xxxxx Title: Senior Vice President
		By		/s/  XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Senior Vice President
		SEQUILS IV, LTD. BY: TCW ADVISORS, INC., AS ITS COLLATERAL MANAGER
		By		/s/  G. XXXXXX XXXXX Name: G. Xxxxxx Xxxxx Title: Senior Vice President

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		By		/s/  XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Senior Vice President
		SEQUILS I, LTD. BY: TCW ADVISORS, INC., AS ITS COLLATERAL MANAGER
		By		/s/  G. XXXXXX XXXXX Name: G. Xxxxxx Xxxxx Title: Senior Vice President
		By		/s/  XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Senior Vice President
		CELERITY CLO LIMITED BY: TCW ADVISORS, INC., AS AGENT
		By		/s/  G. XXXXXX XXXXX Name: G. Xxxxxx Xxxxx Title: Senior Vice President
		By		/s/  XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Senior Vice President
		XXXXXXX XXXX FUNDING I, LIMITED BY: TCW ADVISORS, INC., AS ITS COLLATERAL MANAGER
		By		/s/  G. XXXXXX XXXXX Name: G. Xxxxxx Xxxxx Title: Senior Vice President
		XXXXXXXXX CLO LTD. BY: XXXXXXXXX CAPITAL PARTNERS LLC AS ITS COLLATERAL MANAGER
		By		/s/  XXXXXXXXXXX X. XXXXXX Name: Xxxxxxxxxxx X. Xxxxxx Title: Managing Partner

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		XXXXXXXXX ARBITRAGE CDO, LTD. BY: XXXXXXXXX CAPITAL PARTNERS LLC AS ITS COLLATERAL MANAGER
		By		/s/  XXXXXXXXXXX X. XXXXXX Name: Xxxxxxxxxxx X. Xxxxxx Title: Managing Partner
		CASTLE HILL III CLO, LIMITED BY: SANKATY ADVISORS, LLC AS COLLATERAL MANGER
		By		/s/  XXXXXX XXXXXX Name: Xxxxxx Xxxxxx Title: Secretary
		CASTLE HILL II—INGOTS, LTD. BY: SANKATY ADVISORS, LLC AS COLLATERAL MANGER
		By		/s/  XXXXXX XXXXXX Name: Xxxxxx Xxxxxx Title: Secretary
		RACE POINT, LIMITED BY: SANKATY ADVISORS, LLC AS COLLATERAL MANGER
		By		/s/  XXXXXX XXXXXX Name: Xxxxxx Xxxxxx Title: Secretary
		RACE POINT II CLO, LIMTED BY: SANKATY ADVISORS, LLC AS COLLATERAL MANGER
		By		/s/  XXXXXX XXXXXX Name: Xxxxxx Xxxxxx Title: Secretary
		CASTLE HILL I—INGOTS, LTD. BY: SANKATY ADVISORS, LLC AS COLLATERAL MANGER
		By		/s/  XXXXXX XXXXXX Name: Xxxxxx Xxxxxx Title: Secretary

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		THE PRUDENTIAL INSURANCE COMPANY OF AMERICA BY: PRUDENTIAL INVESTMENT MANAGEMENT, INC. AS INVESTMENT MANGER
		By		/s/  XXXXXX XXXXXX Name: Xxxxxx Xxxxxx Title: Secretary
		OAK HILL SECURIES FUND, L.P. BY: OAK HILL SECURITIES GENPAR, L.P. ITS GENERAL PARTNER BY: OAK HILL SECURITIES MGP, INC., ITS GENERAL PARTNER
		By		/s/  XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Vice President
		OAK HILL SECURIES FUND II, L.P. BY: OAK HILL SECURITIES GENPAR II, L.P. ITS GENERAL PARTNER BY: OAK HILL SECURITIES MGP II, INC., ITS GENERAL PARTNER
		By		/s/  XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Vice President
		OAK HILL CREDIT PARTNERS I, LIMITED BY: OAK HILL CLO MANAGEMENT I, LLC AS INVESTMENT MANAGER
		By		/s/  XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Authorized Person
		OAK HILL CREDIT PARTNERS II, LIMITED BY: OAK HILL CLO MANAGEMENT II, LLC AS INVESTMENT MANAGER
		By		/s/  XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Authorized Person

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		XXX XXXX CREDIT PARTNERS III, LIMITED BY: OAK HILL CLO MANAGEMENT III, LLC AS INVESTMENT MANAGER
		By		/s/  XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Authorized Person
		NORDEA BANK FINLAND PLC
		By		/s/  XXXXXX X. XXXXXXX, XX. Name: Xxxxxx X. Xxxxxxx, Xx. Title: Senior Vice President—Credit
		By		/s/  XXXXXX X. XXXXXXXXX Name: Xxxxxx X. Xxxxxxxxx Title: Vice President—Corporate Banking
		THE MITSUBISHI TRUST AND BANKING CORPORATION
		By		/s/  RYO MAGOME Name: Ryo Magome Title: Senior Vice President
		KZH CRESCENT-2 LLC
		By		/s/  HI HUA Name: Hi Hua Title: Authorized Agent
		KZH CRESCENT-3 LLC
		By		/s/  HI HUA Name: Hi Hua Title: Authorized Agent
		KZH CYPRESSTREE-1 LLC
		By		/s/  HI HUA Name: Hi Hua Title: Authorized Agent

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		KZH ING-2 LLC
		By		/s/  HI HUA Name: Hi Hua Title: Authorized Agent
		KZH STERLING LLC
		By		/s/  HI HUA Name: Hi Hua Title: Authorized Agent
		SOCIETE GENERALE
		By		/s/  XXXX-XXXXX DUMORTIE Name: Xxxx-Xxxxx Dumortie Title: Vice President
		SARATOGA CLO I, LIMITED BY: INVESCO SENIOR SECURED MANAGEMENT, INC. AS ASSET MANAGER
		By		/s/  XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Authorized Signatory
		SEQUILS-LIBERTY, LTD. BY: INVESCO SENIOR SECURED MANAGEMENT, INC. AS COLLATERAL MANAGER
		By		/s/  XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Authorized Signatory
		INVESCO EUROPEAN CDO I S.A. BY: INVESCO SENIOR SECURED MANAGEMENT, INC. AS COLLATERAL MANAGER
		By		/s/  XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Authorized Signatory
		AIM FLOATING RATE FUND BY: INVESCO SENIOR SECURED MANAGEMENT, INC. AS SUB-ADVISOR
		By		/s/  XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Authorized Signatory

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		DIVERSIFIED CREDIT PORTFOLIO LTD. BY: INVESCO SENIOR SECURED MANAGEMENT, INC. AS INVESTMENT ADVISOR
		By		/s/  XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Authorized Signatory
		CHARTER VIEW PORTFOLIO BY: INVESCO SENIOR SECURED MANAGEMENT, INC. AS INVESTMENT ADVISOR
		By		/s/  XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Authorized Signatory
		AVALON CAPITAL LTD. 2 BY: INVESCO SENIOR SECURED MANAGEMENT, INC. AS PORTFOLIO ADVISOR
		By		/s/  XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Authorized Signatory
		AVALON CAPITAL LTD. BY: INVESCO SENIOR SECURED MANAGEMENT, INC. AS PORTFOLIO ADVISOR
		By		/s/  XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Authorized Signatory
		SEQUILS—PILGRIM I, LTD BY: ING INVESTMENTS, LLC AS ITS INVESTMENT MANAGER
		By		/s/  XXXXX X. XXXXXX Name: Xxxxx X. Xxxxxx Title: Vice President
		ML CLO XII PILGRIM AMERICA (CAYMAN) LTD BY: ING INVESTMENTS, LLC AS ITS INVESTMENT MANAGER
		By		/s/  XXXXX X. XXXXXX Name: Xxxxx X. Xxxxxx Title: Vice President

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		ML CLO XV PILGRIM AMERICA (CAYMAN) LTD BY: ING INVESTMENTS, LLC AS ITS INVESTMENT MANAGER
		By		/s/  XXXXX X. XXXXXX Name: Xxxxx X. Xxxxxx Title: Vice President
		ML CLO XX PILGRIM AMERICA (CAYMAN) LTD BY: ING INVESTMENTS, LLC AS ITS INVESTMENT MANAGER
		By		/s/  XXXXX X. XXXXXX Name: Xxxxx X. Xxxxxx Title: Vice President
		ING PRIME RATE TRUST BY: AELTUS INVESTMENT MANAGEMENT, INC. AS ITS INVESTMENT MANAGER
		By		/s/  XXXXX X. XXXXXX Name: Xxxxx X. Xxxxxx Title: Vice President
		ING SENIOR INCOME FUND BY: AELTUS INVESTMENT MANAGEMENT, INC. AS ITS INVESTMENT MANAGER
		By		/s/  XXXXX X. XXXXXX Name: Xxxxx X. Xxxxxx Title: Vice President
		FORTIS CAPITAL CORP.
		By		/s/  XXXXXXX X. RLAHI Name: Xxxxxxx X. Rlahi Title: Senior Vice President
		By		/s/  XXXXXXXX DELAHOWER Name: Xxxxxxxx DeLahower Title: Senior Vice President
		FOOTHILL INCOME TRUST II, L.P. BY: FIT II GP, LLC, ITS GENERAL PARTNER
		By		/s/  XXXX X. XXXXX Name: Xxxx X. Xxxxx Title: Managing Director

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		FLEET NATIONAL BANK
		By		/s/  XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Vice President
		FLAGSHIP CLO 2001-1
		By		/s/  XXXX XXXXXXXXX Name: Xxxx Xxxxxxxxx Title: Director
		FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND
		By		/s/  XXXX X. XXXXXXXX Name: Xxxx X. Xxxxxxxx Title: Assistant Treasurer
		SENIOR DEBT PORTFOLIO BY: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR
		By		/s/  XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Vice President
		XXXXX XXXXX SENIOR INCOME TRUST BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
		By		/s/  XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Vice President
		XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
		By		/s/  XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Vice President

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		OXFORD STRATEGIC INCOME FUND BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
		By		/s/  XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Vice President
		XXXXX XXXXX CDO III, LTD. BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
		By		/s/  XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Vice President
		COSTANTINUS XXXXX XXXXX CDO V, LTD. BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
		By		/s/  XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Vice President
		XXXXXXX & CO BY: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR
		By		/s/  XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Vice President
		BIG SKY SENIOR LOAN FUND, LTD. BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
		By		/s/  XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Vice President
		XXXXX XXXXX VT FLOATING-RATE INCOME FUND BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
		By		/s/  XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Vice President

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		WACHOVIA BANK
		By		/s/  XXXXX XXXXX Name: Xxxxx Xxxxx Title: Vice President
		CARLYLE HIGH YIELD PARTNERS IV, LTD.
		By		/s/  XXXXX XXXX Name: Xxxxx Xxxx Title: Managing Director
		CARLYLE HIGH YIELD PARTNERS III, LTD.
		By		/s/  XXXXX XXXX Name: Xxxxx Xxxx Title: Managing Director
		CARLYLE HIGH YIELD PARTNERS II, LTD.
		By		/s/  XXXXX XXXX Name: Xxxxx Xxxx Title: Managing Director
		CARLYLE HIGH YIELD PARTNERS, L.P.
		By		/s/  XXXXX XXXX Name: Xxxxx Xxxx Title: Managing Director
		TRANSAMERICA BUSINESS CAPITAL CORPORATION
		By		/s/  XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Duly Authorized Signatory
		GENERAL ELECTRIC CAPITAL CORPORATION
		By		/s/  XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Duly Authorized Signatory

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QuickLinks

Exhibit 10.1