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Exhibit 10.1(d)    
    




        AMENDMENT
NO. 3 dated as of December 23, 2003 (this "Amendment"), to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 25, 2002 (as
amended by Amendment No. 1 and Waiver dated as of March 10, 2003 and Amendment No. 2 dated as of November 11, 2003, the "Credit Agreement"),
among STONE CONTAINER CORPORATION, a Delaware corporation ("Stone"), SMURFIT-STONE CONTAINER CANADA INC., a corporation continued under the Companies Act (Nova
Scotia) ("SSC Canada" and, together with Stone, the "Borrowers"), the lenders party thereto (the "Lenders"),
JPMORGAN CHASE BANK, a New York banking corporation, as agent for the Lenders (an "Agent"), DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as agent
for the Lenders (an "Agent"), as collateral agent for the Lenders, as administrative agent for the Lenders (the "Administrative Agent"), as
swingline lender (the "Swingline Lender") and as Revolving Facility Facing Agent, and DEUTSCHE BANK AG, CANADA BRANCH, an authorized foreign bank permitted to carry on
business in Canada and listed in Schedule III of the Bank Act (Canada), as Canadian administrative agent for the Lenders and as Revolving (Canadian) Facility Facing Agent (together with the
Revolving Facility Facing Agent, the "Facing Agents"). 





        A.    Pursuant
to the terms and subject to the conditions contained in the Credit Agreement, the Lenders, the Swingline Lender and the Facing Agents have extended, and have
agreed to extend, credit to the Borrowers. 


        B.    The
Borrowers have informed the Lenders that they intend to form a new Nova Scotia unlimited liability company ("NSULC"), which will
be a wholly owned Canadian Subsidiary. An existing wholly owned Canadian Subsidiary, 605681 NB, Inc. ("605861"), will own 100% of the equity interests in NSULC, and
NSULC will, in turn, own 50% of the equity interests in MBI Limited/Limitee, a New Brunswick company ("MBI Limited"). The remaining 50% of the equity interests in MBI
Limited will continue to be owned by SSC Canada. The transactions described in this paragraph B shall hereinafter be referred to collectively as the "NSULC
Transaction". 


        C.    The
Borrowers have requested that the Required Lenders agree to amend certain provisions of the Credit Agreement as set forth in this Amendment and in connection with the
NSULC Transaction. The Required Lenders are willing so to amend the Credit Agreement on 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. 


1





 

        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.    Amendment of
Section 1.01.    Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definitions in the
appropriate alphabetical order therein: 



        "NSULC"
shall mean a newly formed Nova Scotia unlimited liability company. 


        "605861
N.B. Inc." shall mean 605861 N.B. Inc., a New Brunswick company." 




        SECTION
2.    Amendment of
Section 7.17.    Section 7.17 of the Credit Agreement is hereby amended and restated as follows: 



        "SECTION
7.17.    Fiscal Year.    Cause its fiscal year to end on a date other than December 31;
provided, however, that NSULC and 605861 N.B. Inc. shall be permitted to have a fiscal year ending on November 30." 




        SECTION
3.    Representations and Warranties.    To induce the other parties hereto to
enter into this Amendment, each of the Borrowers 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 on the date that
the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Required Lenders and each of the Borrowers. 


        SECTION
5.    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 Agents, the Administrative Agent, the Collateral
Agent, the Facing Agents, the Swingline Lender or the Borrowers under the Credit Agreement or any other Loan Document, and 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 the Borrowers 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 


2





 

modified
hereby. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents. 



        SECTION
6.    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
7.    Applicable Law.    THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 


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


[signature
pages follow] 


3





 

        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. 



	

 	
 	

STONE CONTAINER CORPORATION,
	

 	
 	

by	

 	

Richard P. Marra
	 	 	 	

	 	 	 	Name:	Richard P. Marra
	 	 	 	Title:	Assistant Treasurer
	

 	
 	

SMURFIT-STONE CONTAINER CANADA INC.,
	

 	
 	

by	

 	

Richard P. Marra
	 	 	 	

	 	 	 	Name:	Richard P. Marra
	 	 	 	Title:	Assistant Treasurer
	

 	
 	

DEUTSCHE BANK TRUST COMPANY AMERICAS, individually and as an Agent, Administrative Agent, Collateral Agent, Revolving Facility Facing Agent and Swingline Lender,
	

 	
 	

by	

 	

Marco Orlando
	 	 	 	

	 	 	 	Name:	Marco Orlando
	 	 	 	Title:	Director
	

 	
 	

JPMORGAN CHASE BANK, individually and as an Agent,
	

 	
 	

by	

 	

Peter S. Predun
	 	 	 	

	 	 	 	Name:	Peter S. Predun
	 	 	 	Title:	Vice President



4





 

	

 	
 	

AMERICAN AGCREDIT, PCA,
	

 	
 	

by	

 	

Vern Zander
	 	 	 	

	 	 	 	Name:	Vern Zander
	 	 	 	Title:	Vice President
	

 	
 	

AMMC CDO II, LIMITED By: American Money Management Corp., as Collateral Manager,
	

 	
 	

by	

 	

David P. Meyer
	 	 	 	

	 	 	 	Name:	David P. Meyer
	 	 	 	Title:	Vice President
	

 	
 	

APEX (TRIMARAN) CDO I, LTD. BY Trimaran Advisors L.L.C.,
	

 	
 	

by	

 	

David M. Millison
	 	 	 	

	 	 	 	Name:	David M. Millison
	 	 	 	Title:	Managing Director
	

 	
 	

AVALON CAPITAL LTD. 2 By: INVESCO Senior Secured Management, Inc. as Portfolio Advisor,
	

 	
 	

by	

 	

Joseph Rotondo
	 	 	 	

	 	 	 	Name:	Joseph Rotondo
	 	 	 	Title:	Authorized Signatory





5





 

	

 	
 	

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

 	
 	

by	

 	

Diane J. Exter
	 	 	 	

	 	 	 	Name:	Diane J. Exter
	 	 	 	Title:	Managing Director

Portfolio Manager
	

 	
 	

BALLYROCK CDO I LIMITED, BY: BALLYROCK INVESTMENT ADVISORS LLC., AS COLLATERAL MANAGER,
	

 	
 	

by	

 	

Lisa Rymut
	 	 	 	

	 	 	 	Name:	Lisa Rymut
	 	 	 	Title:	Assistant Treasurer
	

 	
 	

BALLYROCK CLO II LIMITED, BY: BALLYROCK INVESTMENT ADVISORS LLC., AS COLLATERAL MANAGER,
	

 	
 	

by	

 	

Lisa Rymut
	 	 	 	

	 	 	 	Name:	Lisa Rymut
	 	 	 	Title:	Assistant Treasurer
	

 	
 	

BANK OF AMERICA, N.A.,
	

 	
 	

by	

 	

Michael Balok
	 	 	 	

	 	 	 	Name:	Michael Balok
	 	 	 	Title:	Managing Director



6





 

	

 	
 	

THE BANK OF NEW YORK,
	

 	
 	

by	

 	

Mark Wrigley
	 	 	 	

	 	 	 	Name:	Mark Wrigley
	 	 	 	Title:	Vice President
	

 	
 	

THE BANK OF NOVA SCOTIA,
	

 	
 	

by	

 	

Nadine Bell
	 	 	 	

	 	 	 	Name:	Nadine Bell
	 	 	 	Title:	Senior Manager
	

 	
 	

BANK ONE, NA,
	

 	
 	

by	

 	

Randall Taylor
	 	 	 	

	 	 	 	Name:	Randall Taylor
	 	 	 	Title:	Managing Director
	

 	
 	

BLUE SQUARE FUNDING SERIES 3,
	

 	
 	

by	

 	

Deborah O'Keeffe
	 	 	 	

	 	 	 	Name:	Deborah O'Keeffe
	 	 	 	Title:	Vice President
	

 	
 	

BRAYMOOR & CO. BY: BEAR STEARNS ASSET MANAGEMENT, INC. AS ITS ATTORNEY-IN-FACT,
	

 	
 	

by	

 	

Niall D. Rosway
	 	 	 	

	 	 	 	Name:	Niall D. Rosway
	 	 	 	Title:	Associate Director





7





 

	

 	
 	

CARLYLE HIGH YIELD PARTNERS, L.P.,
	

 	
 	

by	

 	

Linda Pace
	 	 	 	

	 	 	 	Name:	Linda Pace
	 	 	 	Title:	Principal
	

 	
 	

CARLYLE HIGH YIELD PARTNERS II, L.P.,
	

 	
 	

by	

 	

Linda Pace
	 	 	 	

	 	 	 	Name:	Linda Pace
	 	 	 	Title:	Principal
	

 	
 	

CARLYLE HIGH YIELD PARTNERS III, L.P.,
	

 	
 	

by	

 	

Linda Pace
	 	 	 	

	 	 	 	Name:	Linda Pace
	 	 	 	Title:	Principal
	

 	
 	

CARLYLE HIGH YIELD PARTNERS IV, L.P.,
	

 	
 	

by	

 	

Linda Pace
	 	 	 	

	 	 	 	Name:	Linda Pace
	 	 	 	Title:	Principal
	

 	
 	

CARLYLE LOAN OPPORTUNITY FUND,
	

 	
 	

by	

 	

Linda Pace
	 	 	 	

	 	 	 	Name:	Linda Pace
	 	 	 	Title:	Principal



8





 

	

 	
 	

SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR CASTLE HILL I—INGOTS, LTD., AS TERM LENDER,
	

 	
 	

by	

 	

Diane J. Exter
	 	 	 	

	 	 	 	Name:	Diane J. Exter
	 	 	 	Title:	Managing Director

Portfolio Manager
	

 	
 	

SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR CASTLE HILL II—INGOTS, LTD., AS TERM LENDER,
	

 	
 	

by	

 	

Diane J. Exter
	 	 	 	

	 	 	 	Name:	Diane J. Exter
	 	 	 	Title:	Managing Director

Portfolio Manager
	

 	
 	

SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR CASTLE HILL II—INGOTS, LTD., AS TERM LENDER,
	

 	
 	

by	

 	

Diane J. Exter
	 	 	 	

	 	 	 	Name:	Diane J. Exter
	 	 	 	Title:	Managing Director

Portfolio Manager
	

 	
 	

CITIBANK, N.A.,
	

 	
 	

by	

 	

George F. Van
	 	 	 	

	 	 	 	Name:	George F. Van
	 	 	 	Title:	Managing Director





9





 

	

 	
 	

CITICORP INSURANCE AND INVESTMENT TRUST
	

 	
 	

By Travelers Asset Management International Company, LLC,
	

 	
 	

by	

 	

Robert M. Mills
	 	 	 	

	 	 	 	Name:	Robert M. Mills
	 	 	 	Title:	Investment Officer
	

 	
 	

CREDIT INDUSTRIEL ET COMMERCIAL,
	

 	
 	

by	

 	

Sean Mounier
	 	 	 	

	 	 	 	Name:	Sean Mounier
	 	 	 	Title:	First Vice President
	

 	
 	

by	

 	

Brian O'Leary
	 	 	 	

	 	 	 	Name:	Brian O'Leary
	 	 	 	Title:	Vice President
	

 	
 	

CREDIT SUISSE FIRST BOSTON,
	

 	
 	

by	

 	

Barry Zamore
	 	 	 	

	 	 	 	Name:	Barry Zamore
	 	 	 	Title:	Managing Director
	

 	
 	

by	

 	

Robert Healey
	 	 	 	

	 	 	 	Name:	Robert Healey
	 	 	 	Title:	Director



10





 

	

 	
 	

Apex (IDM) CDO I, Ltd.

ELC (Cayman) Ltd. CDO Series 1999-I

ELC (Cayman) Ltd. 1999-III

ELC (Cayman) LTD. 2000-I

Tryon CLO LTD. 2000-I
	

 	
 	

By: David L. Babson & Company Inc. as Collateral Manager,
	

 	
 	

by	

 	

David P. Wells, CFA
	 	 	 	

	 	 	 	Name:	David P. Wells, CFA
	 	 	 	Title:	Managing Director
	

 	
 	

ELF FUNDING TRUST I
	

 	
 	

By: Highland Capital Management, L.P. as Capital Manager,
	

 	
 	

by	

 	

Mark Okada
	 	 	 	

	 	 	 	Name:	Mark Okada
	 	 	 	Title:	Highland Capital Management, L.P.
	

 	
 	

EMERALD ORCHARD LIMITED,
	

 	
 	

by	

 	

Michelle Manning
	 	 	 	

	 	 	 	Name:	Michelle Manning
	 	 	 	Title:	Attorney in Fact
	

 	
 	

FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND,
	

 	
 	

by	

 	

John H. Costello
	 	 	 	

	 	 	 	Name:	John H. Costello
	 	 	 	Title:	Assistant Treasurer





11





 

	

 	
 	

FOOTHILL GROUP, INC.,
	

 	
 	

by	

 	

Sean T. Dixon
	 	 	 	

	 	 	 	Name:	Sean T. Dixon
	 	 	 	Title:	Vice President
	

 	
 	

FOOTHILL INCOME TRUST, L.P.,
	

 	
 	

By: FIT GP, LLC, its Managing General Partner
	

 	
 	

by	

 	

Sean T. Dixon
	 	 	 	

	 	 	 	Name:	Sean T. Dixon
	 	 	 	Title:	Vice President
	

 	
 	

FOXE BASIN CLO 2003, LTD.,
	

 	
 	

By: Royal Bank of Canada as Collateral Manager
	

 	
 	

by	

 	

Lee M. Shaiman
	 	 	 	

	 	 	 	Name:	Lee M. Shaiman
	 	 	 	Title:	Authorized Signatory
	

 	
 	

GALAXY CLO 1999-1, LTD.
	

 	
 	

By: AIG Global Investment Corp. as Collateral Manager,
	

 	
 	

by	

 	

W. Jeffrey Baxter
	 	 	 	

	 	 	 	Name:	W. Jeffrey Baxter
	 	 	 	Title:	Vice President




12







  



	

 	
 	

GALAXY CLO 2003-1, LTD.
	

 	
 	

By: AIG Global Investment Corp. as Investment Advisor,
	

 	
 	

by	

 	

W. Jeffrey Baxter
	 	 	 	

	 	 	 	Name:	W. Jeffrey Baxter
	 	 	 	Title:	Vice President
	

 	
 	

GALLATIN FUNDING I LTD.
	

 	
 	

By: Bear Stearns Asset Management Inc. as its Collateral Manager,
	

 	
 	

by	

 	

Neil D. Rosenburg
	 	 	 	

	 	 	 	Name:	Neil D. Rosenburg
	 	 	 	Title:	Associate Director
	

 	
 	

GENERAL ELECTRIC CAPITAL CORPORATION,
	

 	
 	

by	

 	

Brian P. Schwinn
	 	 	 	

	 	 	 	Name:	Brian P. Schwinn
	 	 	 	Title:	Duly Authorized Signatory
	

 	
 	

GLENEAGLES TRADING LLC,
	

 	
 	

by	

 	

Diane M. Himes
	 	 	 	

	 	 	 	Name:	Diane M. Himes
	 	 	 	Title:	Assistant Vice President





13





 

	

 	
 	

GRAYSTON CLO 2001-01 LTD..
	

 	
 	

By: Bear Stearns Asset Management Inc. as its Collateral Manager,
	

 	
 	

by	

 	

Neil D. Rosenburg
	 	 	 	

	 	 	 	Name:	Neil D. Rosenburg
	 	 	 	Title:	Associate Director
	

 	
 	

Sankaty Advisors, LLC as Collateral Manager for GREAT POINT CLO 1999-1, LTD., as Term Lender,
	

 	
 	

by	

 	

Diane J. Exter
	 	 	 	

	 	 	 	Name:	Diane J. Exter
	 	 	 	Title:	Managing Director Portfolio Manager
	

 	
 	

SEQUILS-GLACE BAY, LTD.,
	

 	
 	

By: Royal Bank of Canada as Collateral Manager
	

 	
 	

by	

 	

Lee M. Shaiman
	 	 	 	

	 	 	 	Name:	Lee M. Shaiman
	 	 	 	Title:	Authorized Signatory
	

 	
 	

HAMILTON CDO, LTD.
	

 	
 	

BY: Stanfield Capital Partners LLC as its Collateral Manager,
	

 	
 	

by	

 	

Christopher A. Bondy
	 	 	 	

	 	 	 	Name:	Christopher A. Bondy
	 	 	 	Title:	Partner



14





 

	

 	
 	

HANOVER SQUARE CLO LTD.,
	

 	
 	

by	

 	

Dean T. Criares
	 	 	 	

	 	 	 	Name:	Dean T. Criares
	 	 	 	Title:	Managing Director
	

 	
 	

HARBOUR TOWN FUNDING LLC,
	

 	
 	

by	

 	

Diana M. Himes
	 	 	 	

	 	 	 	Name:	Diana M. Himes
	 	 	 	Title:	Assistant Vice President
	

 	
 	

HCM US LOANS MAC 43, LTD.
	

 	
 	

By: Highland Capital Management, L.P. as Attorney-in-Fact,
	

 	
 	

by	

 	

Mark Okada
	 	 	 	

	 	 	 	Name:	Mark Okada
	 	 	 	Title:	Chief Investment Officer

Highland Capital Management, L.P.
	

 	
 	

HIGHLAND LEGACY LIMITED
	

 	
 	

By: Highland Capital Management, L.P. as Capital Manager,
	

 	
 	

by	

 	

Mark Okada
	 	 	 	

	 	 	 	Name:	Mark Okada
	 	 	 	Title:	Chief Investment Officer

Highland Capital Management, L.P.





15





 

	

 	
 	

HIGHLAND LOAN FUNDING V LTD.
	

 	
 	

By: Highland Capital Management, L.P. as Collateral Manager,
	

 	
 	

by	

 	

Mark Okada
	 	 	 	

	 	 	 	Name:	Mark Okada
	 	 	 	Title:	Chief Investment Officer

Highland Capital Management, L.P.
	

 	
 	

HIGHLAND OFFSHORE PARTNERS, L.P.
	

 	
 	

By: Highland Capital Management, L.P. as Collateral Manager,
	

 	
 	

by	

 	

Mark Okada
	 	 	 	

	 	 	 	Name:	Mark Okada
	 	 	 	Title:	Chief Investment Officer

Highland Capital Management, L.P.
	

 	
 	

LAGUNA FUNDING LLC,
	

 	
 	

by	

 	

Diana M. Himes
	 	 	 	

	 	 	 	Name:	Diane M. Himes
	 	 	 	Title:	Assistant Vice President
	

 	
 	

LOAN FUNDING IV, LLC.
	

 	
 	

By: Highland Capital Management, L.P. as Portfolio Manager,
	

 	
 	

by	

 	

Mark Okada
	 	 	 	

	 	 	 	Name:	Mark Okada
	 	 	 	Title:	Chief Investment Officer

Highland Capital Management, L.P.



16





 

	

 	
 	

KZH RIVERSIDE LLC,
	

 	
 	

by	

 	

Hi Hua
	 	 	 	

	 	 	 	Name:	Hi Hua
	 	 	 	Title:	Authorized Agent
	

 	
 	

KZH SOLEI LLC,
	

 	
 	

by	

 	

Hi Hua
	 	 	 	

	 	 	 	Name:	Hi Hua
	 	 	 	Title:	Authorized Agent
	

 	
 	

KZH SOLEI-2 LLC,
	

 	
 	

by	

 	

Hi Hua
	 	 	 	

	 	 	 	Name:	Hi Hua
	 	 	 	Title:	Authorized Agent
	

 	
 	

MAPLEWOOD (CAYMAN) LIMITED,
	

 	
 	

BY: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager
	

 	
 	

by	

 	

David P. Wells, CFA
	 	 	 	

	 	 	 	Name:	David P. Wells, CFA
	 	 	 	Title:	Managing Director





17





 

	

 	
 	

MASSACHUETTS MUTUAL LIFE INSURANCE COMPANY,
	

 	
 	

By: David L. Babson & Company Inc. as Investment Advisor
	

 	
 	

by	

 	

David P. Wells, CFA
	 	 	 	

	 	 	 	Name:	David P. Wells, CFA
	 	 	 	Title:	Managing Director
	

 	
 	

MONUMENT PARK CDO LTD.,
	

 	
 	

by	

 	

Dean T. Criares
	 	 	 	

	 	 	 	Name:	Dean T. Criares
	 	 	 	Title:	Managing Director
	

 	
 	

OAK HILL CREDIT PARTNERS I, LIMITED
	

 	
 	

By: Oak Hill CLO Management I, LLC as Investment Manager,
	

 	
 	

by	

 	

Scott D. Krase
	 	 	 	

	 	 	 	Name:	Scott D. Krase
	 	 	 	Title:	Authorized Signatory
	

 	
 	

OAK HILL CREDIT PARTNERS II, LIMITED
	

 	
 	

By: Oak Hill CLO Management II, LLC as Investment Manager,
	

 	
 	

by	

 	

Scott D. Krase
	 	 	 	

	 	 	 	Name:	Scott D. Krase
	 	 	 	Title:	Authorized Signatory



18





 

	

 	
 	

OAK HILL CREDIT PARTNERS III, LIMITED
	

 	
 	

By: Oak Hill CLO Management III, LLC as Investment Manager,
	

 	
 	

by	

 	

Scott D. Krase
	 	 	 	

	 	 	 	Name:	Scott D. Krase
	 	 	 	Title:	Authorized Signatory
	

 	
 	

OAK HILL SECURITIES FUND, L.P.
	

 	
 	

By: Oak Hill Securities GenPar, L.P. its General Partner
	

 	
 	

By: Oak Hill Securities MGP, Inc. its General Partner
	

 	
 	

by	

 	

Scott D. Krase
	 	 	 	

	 	 	 	Name:	Scott D. Krase
	 	 	 	Title:	Authorized Signatory
	

 	
 	

OAK HILL SECURITIES 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	

 	

Scott D. Krase
	 	 	 	

	 	 	 	Name:	Scott D. Krase
	 	 	 	Title:	Authorized Signatory





19





 

	

 	
 	

PAM CAPITAL FUNDING L.P.,
	

 	
 	

By: Highland Capital Management, L.P. as Collateral Manager
	

 	
 	

by	

 	

Mark Okada
	 	 	 	

	 	 	 	Name:	Mark Okada
	 	 	 	Title:	Chief Investment Officer

Highland Capital Management, L.P.
	

 	
 	

Sankaty Advisors, LLC as Collateral Manager for RACE POINT CLO, LIMITED, as Term Lender,
	

 	
 	

by	

 	

Diane J. Exter
	 	 	 	

	 	 	 	Name:	Diane J. Exter
	 	 	 	Title:	Managing Director

Portfolio Manager
	

 	
 	

Sankaty Advisors, LLC as Collateral Manager for RACE POINT II CLO, LIMITED., as Term Lender,
	

 	
 	

by	

 	

Diane J. Exter
	 	 	 	

	 	 	 	Name:	Diane J. Exter
	 	 	 	Title:	Managing Director

Portfolio Manager
	

 	
 	

REGIONS BANK,
	

 	
 	

by	

 	

Elaine B. Passman
	 	 	 	

	 	 	 	Name:	Elaine B. Passman
	 	 	 	Title:	Asst. Vice President



20





 

	

 	
 	

RESTORATION FUNDING CLO, LTD..
	

 	
 	

By: Highland Capital Management, L.P. as Collateral Manager,
	

 	
 	

by	

 	

Mark Okada
	 	 	 	

	 	 	 	Name:	Mark Okada
	 	 	 	Title:	Chief Investment Officer

Highland Capital Management, L.P.
	

 	
 	

SANKATY HIGH YIELD PARTNERS II, L.P.,
	

 	
 	

by	

 	

Diane J. Exter
	 	 	 	

	 	 	 	Name:	Diane J. Exter
	 	 	 	Title:	Managing Director

Portfolio Manager
	

 	
 	

SAWGRASS TRADING LLC,
	

 	
 	

by	

 	

Diana M. Himes
	 	 	 	

	 	 	 	Name:	Diana M. Himes
	 	 	 	Title:	Assistant Vice President
	

 	
 	

SOCIETE GENERALE,
	

 	
 	

by	

 	

Anne-Marie Dumortier
	 	 	 	

	 	 	 	Name:	Anne-Marie Dumortier
	 	 	 	Title:	Vice President





21





 

	

 	
 	

STANFIELD ARBITRAGE CDO, LTD.
	

 	
 	

BY: Stanfield Capital Partners LLC as its Collateral Manager,
	

 	
 	

by	

 	

Christopher A. Bondy
	 	 	 	

	 	 	 	Name:	Christopher A. Bondy
	 	 	 	Title:	Partner
	

 	
 	

STANFIELD CARRERA CLO, LTD.
	

 	
 	

BY: Stanfield Capital Partners LLC as its Asset Manager,
	

 	
 	

by	

 	

Christopher A. Bondy
	 	 	 	

	 	 	 	Name:	Christopher A. Bondy
	 	 	 	Title:	Partner
	

 	
 	

STANFIELD CLO LTD.
	

 	
 	

BY: Stanfield Capital Partners LLC as its Collateral Manager,
	

 	
 	

by	

 	

Christopher A. Bondy
	 	 	 	

	 	 	 	Name:	Christopher A. Bondy
	 	 	 	Title:	Partner
	

 	
 	

STANFIELD/RMF TRANSATLANTIC CDO LTD.
	

 	
 	

BY: Stanfield Capital Partners LLC as its Collateral Manager,
	

 	
 	

by	

 	

Christopher A. Bondy
	 	 	 	

	 	 	 	Name:	Christopher A. Bondy
	 	 	 	Title:	Partner



22





 

	

 	
 	

STANFIELD QUATTRO CLO, LTD..
	

 	
 	

BY: Stanfield Capital Partners LLC as its Collateral Manager,
	

 	
 	

by	

 	

Christopher A. Bondy
	 	 	 	

	 	 	 	Name:	Christopher A. Bondy
	 	 	 	Title:	Partner
	

 	
 	

SUFFIELD CLO, LIMITED,
	

 	
 	

By: David L. Babson & Company Inc. as Collateral Manager
	

 	
 	

by	

 	

David P. Wells, CFA
	 	 	 	

	 	 	 	Name:	David P. Wells, CFA
	 	 	 	Title:	Managing Director
	

 	
 	

SIERRA CLO I,
	

 	
 	

by	

 	

John M. Casparian
	 	 	 	

	 	 	 	Name:	John M. Casparian
	 	 	 	Title:	Chief Operating Officer Centre Pacific LLP (Manager)
	

 	
 	

SUNAMERICA LIFE INSURANCE COMPANY by: AIG Global Investment Corp. as Investment Advisor,
	

 	
 	

by	

 	

W. Jeffrey Baxter
	 	 	 	

	 	 	 	Name:	W. Jeffrey Baxter
	 	 	 	Title:	Vice President





23





 

	

 	
 	

TORONTO DOMINION (NEW YORK), INC.,
	

 	
 	

by	

 	

Michelle Manning
	 	 	 	

	 	 	 	Name:	Michelle Manning
	 	 	 	Title:	Vice President
	

 	
 	

THE TRAVELERS INSURANCE COMPANY,
	

 	
 	

by	

 	

Robert M. Mills
	 	 	 	

	 	 	 	Name:	Robert M. Mills
	 	 	 	Title:	Investment Officer
	

 	
 	

UBS AG, STAMFORD BRANCH,
	

 	
 	

by	

 	

Anthony N. Joseph
	 	 	 	

	 	 	 	Name:	Anthony N. Joseph
	 	 	 	Title:	Associate Director Banking Products Services, US
	

 	
 	

by	

 	

Janice L. Randolph
	 	 	 	

	 	 	 	Name:	Janice L. Randolph
	 	 	 	Title:	Associate Director Banking Products Services, US
	

 	
 	

UNION SQUARE CDO LTD.,
	

 	
 	

by	

 	

Dean T. Criares
	 	 	 	

	 	 	 	Name:	Dean T. Criares
	 	 	 	Title:	Managing Director



24





 

	

 	
 	

VENTURE CDO 2002, LIMITED
	

 	
 	

By its investment advisor, MJX Asset Management, LLC,
	

 	
 	

by	

 	

Matt F. Diaz
	 	 	 	

	 	 	 	Name:	Matt F. Diaz
	 	 	 	Title:	Authorized Signatory
	

 	
 	

VENTURE II CDO 2002, LIMITED
	

 	
 	

By its investment advisor, MJX Asset Management, LLC,
	

 	
 	

by	

 	

Matt F. Diaz
	 	 	 	

	 	 	 	Name:	Matt F. Diaz
	 	 	 	Title:	Authorized Signatory
	

 	
 	

WINDSOR LOAN FUNDING, LIMITED
	

 	
 	

BY: Stanfield Capital Partners LLC as its Investment Manager,
	

 	
 	

by	

 	

Christopher A. Bondy
	 	 	 	

	 	 	 	Name:	Christopher A. Bondy
	 	 	 	Title:	Partner




25









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Exhibit 10.1(d)