0000909518-10-000589 Sample Contracts

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • November 5th, 2010 • Leucadia National Corp • Lumber & wood products (no furniture) • New York

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of October 29, 2010, by and among BERKADIA COMMERCIAL MORTGAGE LLC, a Delaware limited liability company (the “Borrower”), BH FINANCE LLC, a Nebraska limited liability company, as a lender under the Credit Agreement referred to below (the “Lender”), and Baldwin Enterprises, Inc., a Colorado corporation as a participant under the Credit Agreement referred to below (the “Participant”).

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PARTICIPATION AGREEMENT
Participation Agreement • November 5th, 2010 • Leucadia National Corp • Lumber & wood products (no furniture) • New York

PARTICIPATION AGREEMENT (“Agreement”) dated as of October 29, 2010 between BH Finance LLC (together with its permitted successors and assigns in such capacity, “Seller”) and Baldwin Enterprises, Inc., a Colorado corporation (together with its permitted successor and assigns in such capacity, “Participant”).

AMENDMENT NO. 1 TO GUARANTY
Guaranty • November 5th, 2010 • Leucadia National Corp • Lumber & wood products (no furniture) • New York

This AMENDMENT NO. 1 TO GUARANTY (this “Amendment”), dated as of October 29, 2010, between Leucadia National Corporation, a New York corporation (the “Guarantor”), and BH Finance LLC, a Nebraska limited liability company, in its own capacity as a lender under the Credit Agreement referred to below (the “Lender”), and on behalf of each of the other Secured Parties under the Credit Agreement referred to below (together, the “Guaranteed Parties”).

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