FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

FIRST AMENDMENT

TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 12, 2006 (this “Amendment”), is granted by Agent, Canadian Agent and the Requisite Lenders set forth on the signature pages attached hereto in connection with that certain Second Amended and Restated Credit Agreement, dated as of June 1, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among UNITED AGRI PRODUCTS, INC., a Delaware corporation (“UAP”), UAP DISTRIBUTION, INC., a Delaware corporation (“UAP Distribution”), LOVELAND PRODUCTS, INC., a Colorado corporation (“Loveland Products” and together with UAP and UAP Distribution are sometimes referred to herein as the “U.S. Borrowers” and individually as a “U.S. Borrower”), UNITED AGRI PRODUCTS CANADA INC., an entity organized under the federal laws of Canada (“Canadian Borrower”) (U.S. Borrowers and Canadian Borrower are sometimes referred to herein as the “Borrowers” and individually as a “Borrower”), the other Credit Parties named therein, the financial institutions that are signatories thereto as Lenders, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as the initial L/C Issuer and as Agent and GE CANADA FINANCE HOLDING COMPANY, an entity organized under the federal laws of Canada, as Canadian Agent. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in Annex A to the Credit Agreement.

RECITALS

WHEREAS, the Credit Parties have requested that Agent, Canadian Agent and the Requisite Lenders amend certain provisions of the Credit Agreement as herein set forth; and

WHEREAS, Agent, Canadian Agent and the Requisite Lenders are prepared to amend certain provisions of the Credit Agreement, in the manner and on the terms and conditions provided for herein.

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

SECTION 1. AMENDMENTS.

Subject to the satisfaction of the conditions to effectiveness set forth in Section 2 herein, Agent, Canadian Agent and the Requisite Lenders hereby agree to amend the Credit Agreement as set forth below:

(a) Clauses A, B and E of Section 6.5 of the Credit Agreement are hereby amended and restated to read in their entirety as set forth below:

“(A) all payments representing the proceeds of any sale of, or other realization upon, all or any part of the Collateral consisting of Accounts,

Inventory, General Intangibles (including payment intangibles) related to Accounts or Inventory, cash, Cash Equivalents and all proceeds (including, without limitation, insurance proceeds) thereof (collectively, the “Current Asset Collateral”) shall be applied: first, to all Fees, costs and expenses incurred by or owing to Agent (or, in the case of Canadian Borrower, Canadian Agent) and reimbursable by Credit Parties pursuant to this Agreement or the other Loan Documents (other than Fees, costs and expenses related to the Term Loan and the Fixed Asset Collateral); second, to accrued and unpaid Fees owing to Revolving Lenders and interest on the Obligations relating to the Revolving Loans and on the unpaid Swap Related Reimbursement Obligations and the unpaid Hedging Obligations (including any interest which but for the provisions of the Insolvency Laws, would have accrued on such amounts and including Fees and interest with respect to the Overadvance), ratably in proportion to such Fees and interest, as applicable; third, to the principal amount of the Revolving Loans (including the principal balance of Overadvances), the cash collateralization of the Letter of Credit Obligations as set forth above, the unpaid Swap Related Reimbursement Obligations and the unpaid Hedging Obligations, ratably to the aggregate, combined principal balance of the Revolving Loans, Overadvances, the unpaid Swap Related Reimbursement Obligations, the unpaid Hedging Obligations and outstanding Letter of Credit Obligations, as applicable; fourth, to accrued and unpaid Fees and interest with respect to the outstanding principal balance of the Term Loan; fifth, the outstanding principal balance of the Term Loan and sixth, to any other Obligations of Borrowers;

(B) all payments representing the proceeds of any sale of, or other realization upon, all or any part of the Collateral excluding the Current Asset Collateral (collectively, the “Fixed Asset Collateral”) shall be applied: first, to all Fees, costs and expenses incurred by or owing to Agent (or, in the case of Canadian Borrower, Canadian Agent) and reimbursable by Credit Parties pursuant to this Agreement or the other Loan Documents (other than Fees, costs and expenses related to the Revolving Loan and the Current Asset Collateral); second, to accrued and unpaid Fees and interest with respect to the outstanding principal balance of the Term Loan, the unpaid Swap Related Reimbursement Obligations and the unpaid Hedging Obligations, ratably in proportion to the Fees and interest accrued as to the Term Loan, the unpaid Swap Related Reimbursement Obligations and the unpaid Hedging Obligations, as applicable; third, the outstanding principal balance of the Term Loan, the unpaid Swap Related Reimbursement Obligations and the unpaid Hedging Obligations, ratably to the aggregate, combined principal balance of the Term Loan, the unpaid Swap Related Reimbursement Obligations and the unpaid Hedging Obligations, as applicable; fourth, to accrued and unpaid Fees owing to Revolving Lenders and interest on the Obligations relating to the Revolving Loans (including any interest which but for the provisions of the Insolvency Laws, would have accrued on such amounts and including Fees and interest with respect to the Overadvance), ratably in proportion to such Fees and interest, as applicable; fifth, to the principal amount of the Revolving Loans (including the principal balance of Overadvances) and the cash collateralization of the Letter of Credit Obligations as set forth

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above, ratably to the aggregate, combined principal balance of the Revolving Loans, Overadvances and outstanding Letter of Credit Obligations, as applicable; and sixth, to any other obligations of Borrowers;

(E) In all cases, the unpaid Swap Related Reimbursement Obligations and the unpaid Hedging Obligations shall not exceed $20,000,000 in the aggregate.”

(b) The definition of “Obligations” in Annex A to the Credit Agreement is herby amended and restated to read in its entirety as follows:

“Obligations” means all loans, advances, debts, liabilities and obligations, for the performance of covenants, tasks or duties or for payment of monetary amounts (whether or not such performance is then required or contingent, or such amounts are liquidated or determinable), including obligations pursuant to Letter of Credit Obligations, owing by any Credit Party to Agent, Canadian Agent (or fondé de pouvoir, as the case may be) or any Lender, and all covenants and duties regarding such amounts, of any kind or nature, present or future, whether or not evidenced by any note, agreement or other instrument, arising under the Agreement or any of the other Loan Documents. This term includes all principal, interest (including all interest that accrues after the commencement of any case or proceeding by or against any Credit Party in bankruptcy or any similar proceeding, whether or not allowed in such case or proceeding), Fees, Swap Related Reimbursement Obligations, Hedging Obligations, Charges, expenses, attorneys’ fees and any other sum chargeable to any Credit Party under the Agreement or any of the other Loan Documents.

(c) Annex A to the Credit Agreement is hereby amended to add the following new definition thereto in alphabetical order:

“Hedging Obligations” means all obligations owing by any U.S. Borrower to a Person who is a Lender or an Affiliate of any Lender, or a “Designated Hedge Provider” (as defined below) or an Affiliate of any Designated Hedge Provider under any Interest Rate Agreement at the time such obligations were incurred by such U.S. Borrower; provided, however that this term shall specifically exclude the Swap Related Reimbursement Obligations. “Designated Hedge Provider” means each Agent, and also the other agents on the cover page of this Agreement, which are Xxxxxxx Xxxxx Credit Partners L.P., Cooperative Centrale Raiffeisen-Boereleenbank B.A., “Rabobank International” New York Branch, and Xxxxxxx Xxxxx Capital, A Division of Xxxxxxx Xxxxx Business Financial Services Inc.

SECTION 2. CONDITION TO EFFECTIVENESS.

The effectiveness of this Amendment is subject to the satisfaction of each of the following conditions precedent:

(a) this Amendment shall have been duly executed and delivered by the Borrowers, the other Credit Parties, Agent, Canadian Agent and Requisite Lender; and

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(b) the representations and warranties contained herein shall be true and correct in all respects.

SECTION 3. REPRESENTATIONS AND WARRANTIES.

In order to induce Agent, Canadian Agent and Lenders to enter into this Amendment, each Credit Party hereby represents and warrants to Agent, Canadian Agent and Lenders, which representations and warranties shall survive the execution and delivery of this Amendment, that:

(a) all of the representations and warranties contained in the Credit Agreement and in each Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof after giving effect to this Amendment, except to the extent that any such representations and warranties expressly relate to an earlier date;

(b) the execution, delivery and performance by such Credit Party of this Amendment has been duly authorized by all necessary corporate action required on its part and this Amendment, and the Credit Agreement is the legal, valid and binding obligation of such Credit Party enforceable against such Credit Party in accordance with its terms, except as its enforceability may be affected by the effect of (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors generally, and (ii) general principles of equity;

(c) neither the execution, delivery and performance of this Amendment by such Credit Party, the performance by such Credit Party of the Credit Agreement nor the consummation of the transactions contemplated hereby does or shall contravene, result in a breach of, or violate (i) any provision of any Credit Party’s certificate or articles of incorporation or bylaws or other similar documents, or agreements, (ii) any law or regulation, or any order or decree of any court or government instrumentality, or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which any Credit Party or any of its Subsidiaries is a party or by which any Credit Party or any of its Subsidiaries or any of their property is bound, except in any such case to the extent such conflict or breach (y) has been waived herein or by a written waiver document, a copy of which has been delivered to Agent on or before the date hereof, or (z) has not had and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and

(d) no Default or Event of Default has occurred and is continuing.

SECTION 4. REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT.

(a) Except as specifically set forth above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(b) The amendments forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of the Credit Agreement or any other Loan Document, (ii) operate as a waiver or otherwise prejudice any right, power or

4

remedy that Agent, Canadian Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or any other Loan Document or (iii) constitute an amendment or a waiver of any provision of the Credit Agreement or any Loan Document, in each case, except as specifically set forth herein. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “herein”, “hereof” and words of like import and each reference in the Credit Agreement and the Loan Documents to the Credit Agreement shall mean the Credit Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Credit Agreement.

SECTION 5. COSTS AND EXPENSES.

As provided in Section 1.3(e) of the Credit Agreement, Borrowers agree to reimburse Agent and Canadian Agent for all reasonable, out-of-pocket fees, costs and expenses, including the reasonable, out-of-pocket fees, costs, and expenses of counsel or other advisors for advice, assistance or other representation in connection with this Amendment.

SECTION 6. GOVERNING LAW.

THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

SECTION 7. HEADINGS.

Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.

SECTION 8. COUNTERPARTS.

This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument.

SECTION 9. CONFIDENTIALITY.

The matters set forth herein are subject to Section 9.13 of the Credit Agreement, which is incorporated herein by reference.

[signature pages follow]

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first written above.

BORROWERS:
UNITED AGRI PRODUCTS CANADA INC., as Canadian Borrower
By:		/s/ Xxxx X. Xxxx
Name:		Xxxx Xxxx
Title:		VP and General Counsel
UNITED AGRI PRODUCTS, INC., as a U.S. Borrower
By:		/s/ Xxxx X. Xxxx
Name:		Xxxx Xxxx
Title:		VP and General Counsel
UAP DISTRIBUTION, INC., as a U.S. Borrower
By:		/s/ Xxxx X. Xxxx
Name:		Xxxx Xxxx
Title:		VP and General Counsel
LOVELAND PRODUCTS, INC., as a U.S. Borrower
By:		/s/ Xxxx X. Xxxx
Name:		Xxxx Xxxx
Title:		VP and General Counsel

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

CREDIT PARTIES:
UAP HOLDING CORP.
By:		/s/ Xxxx X. Xxxx
Name:		Xxxx Xxxx
Title:		VP and General Counsel
LOVELAND INDUSTRIES, INC.
By:		/s/ Xxxx X. Xxxx
Name:		Xxxx Xxxx
Title:		VP and General Counsel
PLATTE CHEMICAL CO.
By:		/s/ Xxxx X. Xxxx
Name:		Xxxx Xxxx
Title:		VP and General Counsel
SNAKE RIVER CHEMICALS, INC.
By:		/s/ Xxxx X. Xxxx
Name:		Xxxx Xxxx
Title:		VP and General Counsel
TRANSBAS, INC.
By:		/s/ Xxxx X. Xxxx
Name:		Xxxx Xxxx
Title:		VP and General Counsel
UAP TIMBERLAND, LLC
By:		/s/ Xxxx X. Xxxx
Name:		Xxxx Xxxx
Title:		VP and General Counsel

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

GENERAL ELECTRIC CAPITAL CORPORATION, as Agent, an L/C Issuer and a Lender
By:		/s/ Xxx X Xxxxx
		Its Duly Authorized Signatory
GE CANADA FINANCE HOLDING COMPANY, as Canadian Agent
By:		/s/ Xxxx Xxxxxxx
		Its Duly Authorized Signatory

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

XXXXXXX XXXXX CREDIT PARTNERS L.P.,
as a Lender
By:
Name:
Title:
DEERE CREDIT, INC., as a Lender
By:
Name:
Title:
PNC BANK NATIONAL ASSOCIATION, as a Lender
By:
Name:
Title:
BANK OF AMERICA, N.A., as a Lender
By:		/s/ Xxxx Xxxxxx
Name:		Xxxx Xxxxxx
Title:		VP – Sr Client Manager
COOPERATIVE CENTRALE RAIFFEISEN-BOERELEENBANK B.A., “RABOBANK INTERNATIONAL” NEW YORK BRANCH, as a Lender
By:		/s/ Xxxx X. Xxxxxx
Name:		Xxxx X. Xxxxxx
Title:		Executive Director
By:		/s/ Xxxxxx Xxxxxxx
Name:		Xxxxxx Xxxxxxx
Title:		Associate General Counsel

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

XXXXXXX XXXXX CAPITAL, A DIVISION OF XXXXXXX XXXXX BUSINESS FINANCIAL SERVICES INC., as a Lender
By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
Title:		Vice President
UBS LOAN FINANCE LLC, as a Lender
By:
Name:
Title:
BANK OF MONTREAL, as a Lender
By:
Name:
Title:
By:
Name:
Title:

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

AMERICAN INTERNATIONAL GROUP, INC.
By:		AIG Global Investment Corp., its Investment Advisor
By:
Name:
Title:
GALAXY CLO 2003-1, LTD.
By:		AIG Global Investment Corp., its Investment Advisor
By:
Name:
Title:
GALAXY III CLO, LTD.
By:		AIG Global Investment Corp., its Collateral Manager
By:
Name:
Title:
GALAXY IV CLO, LTD.
By:		AIG Global Investment Corp., as Collateral Manager
By:
Name:
Title:

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

GALAXY V CLO, LTD.
By:		AIG Global Investment Corp., its Collateral Manager
By:
Name:
Title:
GALAXY VI CLO, LTD.
By:		AIG Global Investment Corp., its Collateral Manager
By:
Name:
Title:
ACAS CLO 2006-1, Ltd.
By:		American Capital Asset Management, LLC, as Portfolio Manager
By:
Name:
Title:

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

BLACKROCK SENIOR INCOME SERIES
By:		BlackRock Financial Management, Inc., its Collateral Manager
By:
Name:
Title:
BLACKROCK SENIOR INCOME SERIES II
By:		BlackRock Financial Management, Inc., its Collateral Manager
By:
Name:
Title:
BLACKROCK SENIOR INCOME SERIES III
By:		BlackRock Financial Management, Inc., its Collateral Manager
By:
Name:
Title:
GRANITE FINANCE LIMITED
By:		BlackRock Financial Management, Inc., its Collateral Manager
By:
Name:
Title:

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

MAGNETITE IV CLO, LIMITED
By:		BlackRock Financial Management, Inc., its Investment Advisor
By:
Name:
Title:
MAGNETITE V CLO, LIMITED
By:		BlackRock Financial Management, Inc., its Investment Advisor
By:
Name:
Title:
SENIOR LOAN FUND
By:		BlackRock Financial Management, Inc., its Investment Advisor
By:
Name:
Title:
CS ADVISORS CLO I LTD.
By:		CapitalSource Advisors LLC, as Portfolio Manager and Attorney-in-Fact
By:
Name:
Title:

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

BRIDGEPORT CLO LTD.
By:		Deerfield Capital Management LLC, as its Collateral Manager
By:
Name:
Title:
MARQUETTE PARK CLO LTD.
By:		Deerfield Capital Management LLC, as its Collateral Manager
By:
Name:
Title:
MARKET SQUARE CLO LTD.
By:		Deerfield Capital Management LLC, as its Collateral Manager
By:
Name:
Title:
LONG GROVE CLO, LTD.
By:		Deerfield Capital Management LLC, as its Collateral Manager
By:
Name:
Title:

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

BRYN MAWR CLO, LTD.
By:		Deerfield Capital Management LLC, as its Collateral Manager
By:
Name:
Title:
CUMBERLAND II CLO, LTD.
By:
Name:
Title:
ROSEMONT CLO, LTD.
By:		Deerfield Capital Management LLC, as its Collateral Manager
By:
Name:
Title:
MUIRFIELD TRADING LLC
By:
Name:
Title:
ACCESS INSTITUTIONAL LOAN FUND
By:		Deerfield Capital Management LLC, as its Portfolio Manager
By:
Name:
Title:
FOREST CREEK CLO, LTD.
By:		Deerfield Capital Management LLC, as its Collateral Manager
By:
Name:
Title:

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

DENALI CAPITAL CLO I, LTD.
By:		Denali Capital LLC, Managing Member of DC Funding Partners LLC, Portfolio Manager for Denali Capital CLO I, Ltd.
By:		/s/ Xxxx X. Tracker
Name:		Xxxx X. Tracker
Title:		Chief Credit Officer
DENALI CAPITAL CLO III, LTD.
By:		Denali Capital LLC, Managing Member of DC Funding Partners LLC, Portfolio Manager for Denali Capital CLO III, Ltd.
By:		/s/ Xxxx X. Tracker
Name:		Xxxx X. Tracker
Title:		Chief Credit Officer
DENALI CAPITAL CLO V, LTD.
By:		Denali Capital LLC, Managing Member of DC Funding Partners LLC, Portfolio Manager for Denali Capital CLO V, Ltd.
By:		/s/ Xxxx X. Tracker
Name:		Xxxx X. Tracker
Title:		Chief Credit Officer
DENALI CAPITAL CLO VI, LTD.
By:		Denali Capital LLC, Managing Member of DC Funding Partners LLC, Portfolio Manager for Denali Capital CLO VI, Ltd.
By:		/s/ Xxxx X. Tracker
Name:		Xxxx X. Tracker
Title:		Chief Credit Officer

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

XXXXX XXXXX VT FLOATING-RATE INCOME FUND
By:		Xxxxx Xxxxx Management, as Investment Advisor
By:
Name:
Title:
XXXXX XXXXX VARIABLE LEVERAGE FUND LTD.
By:		Xxxxx Xxxxx Management, as Investment Advisor
By:
Name:
Title:
XXXXXXX & CO.
By:		Boston Management and Research, as Investment Advisor
By:
Name:
Title:
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
By:		Xxxxx Xxxxx Management, as Investment Advisor
By:
Name:
Title:
XXXXX XXXXX CDO VIII, LTD.
By:		Xxxxx Xxxxx Management, as Investment Advisor
By:
Name:
Title:

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

FOUR CORNERS CLO II, LTD.
By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
Title:		As Attorney In Fact
FOUR CORNERS CLO III, LTD.
By:		/s/ Xxxxxxx Xxxxxx
Name:		Xxxxxxx Xxxxxx
Title:		Assistant Vice President
KNIGHT CBNA LOAN FUNDING LLC
By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
Title:		As Attorney In Fact

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

GOLDENTREE LOAN OPPORTUNITIES I, LTD.
By:		GoldenTree Asset Management, L.P.
By:
Name:
Title:
GOLDENTREE LOAN OPPORTUNITIES III, LTD.
By:		GoldenTree Asset Management, L.P.
By:
Name:
Title:

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

GSC PARTNERS GEMINI FUND LIMITED
By:		GSCP (NJ), L.P., as Collateral Monitor
By:
Name:
Title:
By:		GSCP (NJ), INC., its General Partner
By:
Name:
Title:

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

THE HARTFORD MUTUAL FUNDS, INC., ON BEHALF OF THE HARTFORD FLOATING RATE FUND
By:		Hartford Investment Management Company, its Sub-advisor
By:
Name:
Title:
ATLAS LOAN FUNDING (HARTFORD), LLC
By:		Atlas Capital Funding, Ltd.
By:		Structured Asset Investors, LLC, its Investment Manager
By:
Name:
Title:
HARTFORD INSTITUTIONAL TRUST, ON BEHALF OF ITS FLOATING RATE BANK LOAN SERIES
By:		Hartford Investment Management Company, its Investment Manager
By:
Name:
Title:

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

VICTORIA FALLS CLO, LTD.

By:

Name:

Title:

DIAMOND LAKE CLO, LTD.

By:

Name:

Title:

SUMMIT LAKE CLO, LTD.

By:

Name:

Title:

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

XXXXXXXXX LOAN OPPORTUNITY LTD.
By:		XxXxxxxxx Investment Management,
		LLC, as Investment Manager
By:
Name:
Title:
GANNETT PEAK CLO I, LTD.
By: XxXxxxxxx Investment Management, LLC, as Investment Manager
By:
Name:
Title:

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

VENTURE III CDO LIMITED
By:		Its Investment Advisor, MJX Asset Management, LLC
By:
Name:
Title:
VENTURE IV CDO LIMITED
By:		Its Investment Advisor, MJX Asset Management, LLC
By:
Name:
Title:
VENTURE V CDO LIMITED
By:		Its Investment Advisor, MJX Asset Management, LLC
By:
Name:
Title:
VENTURE VI CDO LIMITED
By:		Its Investment Advisor, MJX Asset Management, LLC
By:
Name:
Title:
VENTURE VII CDO LIMITED
By:		Its Investment Advisor, MJX Asset Management, LLC
By:
Name:
Title:

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

OAK HILL CREDIT PARTNERS I, LIMITED
By:		Oak Hill CLO Management I, LLC, as Investment Manager
By:
Name:
Title:
OAK HILL CREDIT PARTNERS II, LIMITED
By:		Oak Hill CLO Management II, LLC, as Investment Manager
By:
Name:
Title:
OAK HILL CREDIT PARTNERS III, LIMITED
By:		Oak Hill CLO Management III, LLC, as Investment Manager
By:
Name:
Title:
OAK HILL CREDIT PARTNERS IV, LIMITED
By:		Oak Hill CLO Management IV, LLC, as Investment Manager
By:
Name:
Title:

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

OAK HILL CREDIT OPPORTUNITIES FINANCING, LTD.
By:
Name:
Title:
SMBC MVI SPC, on behalf of and for the account of Segregated Portfolio No. 1
By:		Oak Hill Separate Account Management I, LLC, as Investment Manager
By:
Name:
Title:

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

CENTURION CDO II, LTD.
By:		RiverSource Investments, LLC,
		As Collateral Manager
By:
Name:
Title:
SEQUILS-CENTURION V, LTD.
By:		RiverSource Investments, LLC,
		As Collateral Manager
By:
Name:
Title:
AMERIPRISE CERTIFICATE COMPANY
By:
Name:
Title:
CENTURION CDO III, LIMITED
By:		RiverSource Investments, LLC,
		As Collateral Agent
By:
Name:
Title:
RIVERSOURCE BOND SERIES, INC.-RIVERSOURCE FLOATING RATE FUND
By:
Name:
Title:
NOB HILL CLO, LIMITED
By:		Seneca Capital Management as Collateral Manager
By:
Name:
Title:

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

ULT CBNA LOAN FUNDING LLC
By:
Name:
Title:
XXXXXXXXX MODENA CLO, LTD.
By:		Xxxxxxxxx Capital Partners LLC, as its Asset Manager
By:
Name:
Title:
XXXXXXXXX VEYRON CLO, LTD.
By:		Xxxxxxxxx Capital Partners LLC, as its Collateral Manager
By:
Name:
Title:
XXXXXXXXX QUATTRO CLO, LTD.
By:		Xxxxxxxxx Capital Partners LLC, as its Collateral Manager
By:
Name:
Title:
XXXXXXXXX AZURE CLO, LTD.
By:		Xxxxxxxxx Capital Partners LLC, as its Collateral Manager
By:
Name:
Title:

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

RAMPART CLO I LTD.
By:		Stone Tower Debt Advisors LLC, as its Collateral Manager
By:
Name:
Title:
STONE TOWER CREDIT FUNDING I LTD.
By:		Stone Tower Debt Advisors LLC, as its Collateral Manager
By:
Name:
Title:

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

ENDURANCE CLO I, LTD.
By:		West Gate Horizons Advisors LLC, as Portfolio Manager
By:
Name:
Title:
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
By:		West Gate Horizons Advisors LLC, as Collateral Manager
By:
Name:
Title:
WG HORIZONS CLO I, LTD.
By:		West Gate Horizons Advisors LLC, as Manager
By:
Name:
Title:

Signature Page to First Amendment To Second Amended and Restated Credit Agreement