FIRST AMENDMENT TO PRIORITY CREDIT AGREEMENT

Exhibit 10.2

EXECUTION COPY

THIS FIRST AMENDMENT TO PRIORITY CREDIT AGREEMENT (referred to below) (this “First Amendment”), dated as of October 1, 2010, by and among TRICO SUPPLY AS, a limited company organized under the laws of Norway (“Holdings”), the Subsidiary Guarantors listed on Schedule IX to the Credit Agreement (as defined below) (the “Subsidiary Guarantors”), TRICO SHIPPING AS, a limited company organized under the laws of Norway and a wholly-owned Subsidiary of Holdings (the “Borrower”), the Lenders (as defined below) party hereto, and CANTOR XXXXXXXXXX SECURITIES (“Cantor”), as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.

W I T N E S S E T H:

WHEREAS, the Borrower, Holdings, the Subsidiary Guarantors, the lenders from time to time party thereto (each, a “Lender” and, collectively, the “Lenders”) and the Administrative Agent are parties to a Priority Credit Agreement, dated as of September 21, 2010 (the “Credit Agreement”);

WHEREAS, pursuant to Section 9.15 of the Credit Agreement, the Borrower is required to use its best efforts to have an Approved Restructuring Plan adopted by October 1, 2010;

WHEREAS, pursuant to Section 11.11 of the Credit Agreement, the Borrower’s failure to agree to an Approved Restructuring on or prior to October 1, 2010 is an Event of Default;

WHEREAS, the Credit Parties have requested that the Lenders extend the dates set forth in Section 9.15 and 11.11 of the Credit Agreement to October 15, 2010;

WHEREAS, pursuant to Section 2.01(c) of the Credit Agreement, Tranche B Term Loans may only be drawn by the Borrower on a date occurring prior to the Tranche B Term Loan Commitment Termination Date;

WHEREAS, the Credit parties have requested that the Lenders extend the Tranche B Term Loan Commitment Termination Date; and

NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Credit Parties and the Lenders party hereto hereby agree as follows:

ARTICLE I

AMENDMENTS TO CREDIT AGREEMENT

Section 1.01. Amendment to Section 1 Section 1 of the Credit Agreement is hereby amended by deleting the definition of “Tranche B Term Loan Commitment Termination Date” in its entirety and substituting the following in its stead:

““Tranche B Term Loan Commitment Termination Date” shall mean October 15, 2010.”

Section 1.02 Amendment to Section 9.15. Section 9.15 of the Credit Agreement is hereby amended by replacing the phrase “October 1, 2010” with the phrase “October 15, 2010”.

Section 1.03. Amendment to Section 11.11. Section 11.11 of the Credit Agreement is hereby amended by replacing the phrase “October 1, 2010” with the phrase “October 15, 2010”.

ARTICLE II

REAFFIRMATION

Section 2.01. Each Credit Party hereby acknowledges and agrees that it expects to realize substantial direct and indirect benefits as a result of the amendments contemplated by this First Amendment.

Section 2.02. Each Credit Party hereby acknowledges its receipt of this First Amendment and its review of the terms and conditions thereof and consents to the terms and conditions of this First Amendment contemplated hereby and thereby.

Section 2.03. Each Credit Party, by executing and delivering a copy hereof, hereby (i) affirms and confirms its guarantee, pledge, grant and other agreements under and pursuant to the applicable Guaranty and Security Documents (including, without limitation, any such Security Documents governed by the laws of New York, Brazil, Cayman, Island of Guernsey, Mexico, Netherlands, Norway, Scotland, Bahamas, Isle of Man, Vanuatu and England and Wales) in accordance with the terms and provisions thereof and (ii) agrees that, notwithstanding the effectiveness of this First Amendment, (x) each such Guaranty and Security Document continues to be in full force and effect and (y) all guarantees, pledges, grants and other agreements thereunder shall continue to be in full force and effect without interruption to secure the Secured Obligations (including, for the avoidance of doubt, the Loans made by the Lenders from and after the date hereof and all other obligations under the Credit Documents as each such Credit Document may be amended on the date hereof and as it may be further amended, restated, modified or supplemented from time to time), in each case, as such agreements and other documents are being amended hereby or in connection herewith.

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ARTICLE III

MISCELLANEOUS PROVISIONS

Section 3.01. In order to induce the Lenders to enter into this First Amendment, each of Holdings and the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the First Amendment Effective Date after giving effect to this First Amendment and (ii) all of the representations and warranties contained in the Credit Agreement are true and correct in all material respects on the First Amendment Effective Date both before and after giving effect to this First Amendment, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).

Section 3.02. This First Amendment is limited as specified and shall not, except as expressly set forth herein, constitute a modification, acceptance, consent to deviation from or waiver of any other provision of the Credit Agreement or any other Credit Document.

Section 3.03. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. Delivery of an executed signature page to this First Amendment by facsimile transmission, as a .pdf attachment or by other electronic means of transmission shall be as effective as delivery of a manually signed counterpart of this First Amendment.

Section 3.04. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK AND SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE PROVISIONS IN THE CREDIT AGREEMENT.

Section 3.05. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) each Credit Party, each Lender and the Administrative Agent have signed a counterpart hereof (whether the same or different counterparts) and delivered the same (including by way of facsimile or other electronic transmission) to Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxxxxxx (facsimile number: 000-000-0000 / email: xxxxxxxxxx@xxxxxxxxx.xxx).

Section 3.06. Except for deliveries that are required pursuant to the Credit Agreement, each of the parties hereto agree and acknowledge that notwithstanding anything to the contrary contained herein, none of the Administrative Agent or the Borrower or any of its Subsidiaries shall have any duty to disseminate any information or materials, or to solicit the

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participation, of any Lender (or any affiliate (including funds under common management) thereof).

Section 3.07. The Borrower and its Subsidiaries agree to indemnify and hold harmless the Administrative Agent, the Lenders and their respective affiliates and each director, officer, employee, representative and agent thereof (each, an “indemnified person”) from and against any and all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities or expenses of any kind or nature whatsoever which may be incurred by or asserted against or involve the Administrative Agent, the Lenders or any other such indemnified person as a result of or arising out of or in any way related to or resulting from the matters described in the foregoing paragraph (collectively, the “indemnifiable claims”) and, upon demand, to pay and reimburse the Administrative Agent, the Lenders and each other indemnified person for any reasonable legal or other out-of-pocket expenses paid or incurred in connection with investigating, defending or preparing to defend any such indemnifiable claim (whether or not the Administrative Agent, the Lenders or any other such indemnified person is a party to any action or proceeding out of which any such expenses arise). Notwithstanding the foregoing, no indemnified party shall be entitled to seek any indemnity for any indemnifiable claim arising from the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) or otherwise caused by action or inaction of such indemnified person.

Section 3.08. From and after the First Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended by this First Amendment.

* * *

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this First Amendment as of the date first above written.


TRICO SHIPPING AS
By:	/s/ Xxxxxx Xxxxxxxx Xxxx
	Name:	Xxxxxx Xxxxxxxx Xxxx
	Title:	Managing Director

TRICO SUPPLY AS
By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Chairman

DEEPOCEAN SHIPPING III AS
By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Chairman

[Signature Page to First Amendment to Credit Agreement]


DEEPOCEAN SHIPPING II AS
By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Chairman

DEEPOCEAN SHIPPING AS
By:	/s/ Xxxxxx Xxxxxxxx Xxxx
	Name:	Xxxxxx Xxxxxxxx Xxxx
	Title:	Managing Director

DEEPOCEAN AS
By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Chairman

TRICO SUPPLY (UK) LIMITED
By:	/s/ Xxxxxx Xxxxxxxx Xxxx
	Name:	Xxxxxx Xxxxxxxx Xxxx
	Title:	Managing Director

ALBYN MARINE LIMITED
By:	/s/ Xxxxxx Xxxxxxxx Xxxx
	Name:	Xxxxxx Xxxxxxxx Xxxx
	Title:	Managing Director

CTC MARINE PROJECTS LIMITED
By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Director

DEEPOCEAN BRASIL SERVICOS LTDA.
By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	Manager

[Signature Page to First Amendment to Credit Agreement]


DEEPOCEAN MARITIME AS
By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Chairman

DEEPOCEAN MANAGEMENT AS
By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Chairman

DEEPOCEAN DE MEXICO S. DE X.X. DE C.V.
By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Manager

CTC MARINE NORWAY AS
By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Chairman

CTC MARINE PROJECTS (GUERNSEY) LIMITED
By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Director

DEEPOCEAN SUBSEA SERVICES LIMITED
By:	/s/ Xxxxxx Xxxxxxxx Xxxx
	Name:	Xxxxxx Xxxxxxxx Xxxx
	Title:	Managing Director
DEEPOCEAN BV
By:	/s/ Mads Xxxxxx Xxxxxxx
	Name:	Mads Xxxxxx Xxxxxxx
	Title:	Director

[Signature Page to First Amendment to Credit Agreement]


DEEPOCEAN UK LTD.
By:	/s/ Xxxxxx Xxxxxxxx Xxxx
	Name:	Xxxxxx Xxxxxxxx Xxxx
	Title:	Managing Director

SERVICIOS PROFESIONALES DE APOYO ESPECIALIZADO, S. DE X.X. DE C.V.
By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Manager

SERVICIOS DE SOPORTE PROFESIONAL ADMINISTRATIVO, S. DE X.X. DE C.V.
By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Manager

TRICO SUBSEA AS
By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Chairman

TRICO SUBSEA HOLDING AS
By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Chairman

[Signature Page to First Amendment to Credit Agreement]


CANTOR XXXXXXXXXX SECURITIES, as Administrative Agent
By:	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx
	Title:	Chief Operating Officer

[Signature Page to First Amendment to Credit Agreement]


FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR STRATEGIC INCOME FUND, as a Lender
By:	/s/ Xxxxxxx Xxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxx
	Xxxxx:	Deputy Treasurer

[Signature Page to First Amendment to Credit Agreement]


FIDELITY SUMMER STREET TRUST: FIDELITY CAPITAL & INCOME FUND, as a Lender
By:	/s/ Xxxxxxx Xxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxx
	Xxxxx:	Deputy Treasurer

[Signature Page to First Amendment to Credit Agreement]


FIDELITY SCHOOL STREET TRUST: FIDELITY STRATEGIC INCOME FUND, as a Lender
By:	/s/ Xxxxxxx Xxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxx
	Xxxxx:	Deputy Treasurer

[Signature Page to First Amendment to Credit Agreement]


ILLINOIS MUNICIPAL RETIREMENT FUND, as a Lender
By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Assistant Treasurer

[Signature Page to First Amendment to Credit Agreement]


VARIABLE INSURANCE PRODUCTS FUND V: STRATEGIC INCOME PORTFOLIO, as a Lender
By:	/s/ Xxxxxxx Xxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxx
	Xxxxx:	Deputy Treasurer

[Signature Page to First Amendment to Credit Agreement]


MUTUAL EUROPEAN FUND, as a Lender
By:	/s/ Xxxxxxx Xxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxx
	Title:	Vice President

[Signature Page to First Amendment to Credit Agreement]


FRANKLIN MUTUAL RECOVERY FUND, as a Lender
By:	/s/ Xxxxxxx Xxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxx
	Title:	Vice President

[Signature Page to First Amendment to Credit Agreement]


THE ROYAL BANK OF SCOTLAND PLC
By:	RBS Securities Inc., its agent

	as a Lender
By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Authorized Signatory

[Signature Page to First Amendment to Credit Agreement]


Western Asset Management Company as Investment Manager and Agent on behalf of: Western Asset Floating Rate High Income Fund LLC, as a Lender
By:	/s/ W. Xxxxxxx Xxxxxxx, Xx.
	Name:	W. Xxxxxxx Xxxxxxx, Xx.
	Title:	Authorized Signatory

[Signature Page to First Amendment to Credit Agreement]


Western Asset Management Company as Investment Manager and Agent on behalf of: Xxxx Xxxxxxx Fund II Floating Rate Income Fund, as a Lender
By:	/s/ W. Xxxxxxx Xxxxxxx, Xx.
	Name:	W. Xxxxxxx Xxxxxxx, Xx.
	Title:	Authorized Signatory

[Signature Page to First Amendment to Credit Agreement]


CCIF Loans Limited
By:	Xxxxxxx Sachs Asset Management, L.P.,
	its sub advisor
	as a Lender

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

[Signature Page to First Amendment to Credit Agreement]


ARTIO GLOBAL INVESTMENT FUNDS, ACTING SOLEY WITH RESPECT TO ITS SERIES, ARTIO GLOBAL HIGH INCOME FUND as a Lender
By:	/s/ Xxxxxxxxx Xxxxx
	Name:	Xxxxxxxxx Xxxxx
	Title:	Senior Vice President

[Signature Page to First Amendment to Credit Agreement]


ARTIO GLOBAL MANAGEMENT LLC, ON BEHALF OF THE ARTIO GLOBAL HIGH INCOME GROUP TRUST FUND, as a Lender
By:	/s/ Xxxxxxxxx Xxxxx
	Name:	Xxxxxxxxx Xxxxx
	Title:	Senior Vice President

[Signature Page to First Amendment to Credit Agreement]


ARTIO GLOBAL MANAGEMENT LLC, ON BEHALF OF THE ARTIO GLOBAL HIGH INCOME FUND LLC, as a Lender
By:	/s/ Xxxxxxxxx Xxxxx
	Name:	Xxxxxxxxx Xxxxx
	Title:	Senior Vice President

[Signature Page to First Amendment to Credit Agreement]


ARTIO GLOBAL MANAGEMENT LLC, ON BEHALF OF THE CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM, as a Lender
By:	/s/ Xxxxxxxxx Xxxxx
	Name:	Xxxxxxxxx Xxxxx
	Title:	Senior Vice President

[Signature Page to First Amendment to Credit Agreement]


ARTIO GLOBAL MANAGEMENT LLC, ON BEHALF OF THE GENERAL RETIREMENT SYSTEM OF THE CITY OF DETROIT, as a Lender
By:	/s/ Xxxxxxxxx Xxxxx
	Name:	Xxxxxxxxx Xxxxx
	Title:	Senior Vice President

[Signature Page to First Amendment to Credit Agreement]


ARTIO GLOBAL MANAGEMENT LLC, ON BEHALF OF THE CITY OF PHILADELPHIA PUBLIC EMPLOYEES RETIREMENT SYSTEM, as a Lender
By:	/s/ Xxxxxxxxx Xxxxx
	Name:	Xxxxxxxxx Xxxxx
	Title:	Senior Vice President

[Signature Page to First Amendment to Credit Agreement]


ARTIO GLOBAL MANAGEMENT LLC, ON BEHALF OF THE CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM, as a Lender
By:	/s/ Xxxxxxxxx Xxxxx
	Name:	Xxxxxxxxx Xxxxx
	Title:	Senior Vice President

[Signature Page to First Amendment to Credit Agreement]


Oaktree Opps TS Investments Ltd., as a Lender
By:	Oaktree Capital Management, L.P.
	Its: Director

By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Managing Director

By:	/s/ Xxx Xxxxx
	Name:	Xxx Xxxxx
	Title:	Managing Director

[Signature Page to First Amendment to Credit Agreement]


Xxxxxxx Xxxxx Palmetto State Credit Fund, L.P., as a Lender
By:	Xxxxxxx Sachs Asset Management, L.P., its
	investment manager


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

[Signature Page to First Amendment to Credit Agreement]


	Xxxxxxx Xxxxx Credit Strategies Fund, as a Term Lender, as a Lender
	By:	Xxxxxxx Sachs Asset Management, solely in its capacity as Investment Manager, and as Principal


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

[Signature Page to First Amendment to Credit Agreement]


	Liberty Harbor Distressed Credit Aggregator I, L.P., as a Lender
	By:	Liberty Harbor Distressed Credit Opportunities Advisors, LLC as General Partner


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

[Signature Page to First Amendment to Credit Agreement]


	Xxxxxxx Xxxxx Corporate Credit Investment Fund LLC, as a Lender
	By:	Xxxxxxx Sachs Asset Management, L.P., its investment manager


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

[Signature Page to First Amendment to Credit Agreement]


	Liberty Harbor Master Fund L LP., as a Lender
	By:	Xxxxxxx Xxxxx Asset Management, L.P., its investment manager


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

[Signature Page to First Amendment to Credit Agreement]


	Mariner LDC, as a Lender
	By:	Mariner Investment Group, as Investment Advisor


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

[Signature Page to First Amendment to Credit Agreement]


Caspian Capital Partners, L.P., as a Lender
By:	Mariner Investment Group, as Investment Advisor

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

[Signature Page to First Amendment to Credit Agreement]


Caspian Corporate Loan Fund LLC, as a Lender
By:	Mariner Investment Group LLC, as Investment Advisor

	as a Term Lender
By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	Principal

[Signature Page to First Amendment to Credit Agreement]


Caspian Select Credit Master Fund, Ltd., as a Lender
By:	Mariner Investment Group, as Investment Advisor

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

[Signature Page to First Amendment to Credit Agreement]


Caspian Alpha Long Credit Fund, L.P., as a Lender
By:	Mariner Investment Group LLC, as Investment Advisor

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

[Signature Page to First Amendment to Credit Agreement]


Caspian Solitude Master Fund, L.P., as a Lender
By:	Mariner Investment Group LLC, as Investment Advisor

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

[Signature Page to First Amendment to Credit Agreement]


	SPECTRUM ORIGINATION LLC, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxxxx
		Xxxxxxx X. Xxxxxxxx
		Managing Member

[Signature Page to First Amendment to Credit Agreement]


DSTAR, LTD., as a Lender
By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	Managing Director, Citigroup Alternative Investments, LLC Its Investment Adviser


By:	/s/ Xxxxx Xxxxxxxxx
	Name:	Xxxxx Xxxxxxxxx
	Title:	Managing Director, Citigroup Alternative Investments, LLC Its Investment Adviser

[Signature Page to First Amendment to Credit Agreement]


CAI DISTRESSED DEBT OPPORTUNITY MASTER FUND, LTD., as a Lender
By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	Managing Director, Citigroup Alternative Investments, LLC Its Investment Adviser


By:	/s/ Xxxxx Xxxxxxxxx
	Name:	Xxxxx Xxxxxxxxx
	Title:	Managing Director, Citigroup Alternative Investments, LLC Its Investment Adviser

[Signature Page to First Amendment to Credit Agreement]


SPECIAL VALUE CONTINUATION PARTNERS, LP, as a Lender XXXXXXXXXX OPPORTUNITIES PARTNERS V, LP, as a Lender XXXXXXXXXX DIP OPPORTUNITY FUND, LLC, as a Lender
By:	Xxxxxxxxxx Capital Partners, LLC, Investment Manager of each of the above companies

By:	/s/ Xxxxx Xxxxxxxxx
	Name:	Xxxxx Xxxxxxxxx
	Title:	Partner

[Signature Page to First Amendment to Credit Agreement]

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FIRST AMENDMENT TO PRIORITY CREDIT AGREEMENT

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