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 Goldman Sachs Credit Partners L.P.,
Cooperative Centrale Raiffeisen-Boereleenbank B.A., “Rabobank International” New York Branch, and Merrill Lynch Capital, A Division of Merrill Lynch 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 

  

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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/ Todd A. Suko

	Name:	 	Todd Suko
	Title:	 	VP and General Counsel
	
	UNITED AGRI PRODUCTS, INC., as a U.S. Borrower
		
	By:	 	 /s/ Todd A. Suko

	Name:	 	Todd Suko
	Title:	 	VP and General Counsel
	
	UAP DISTRIBUTION, INC., as a U.S. Borrower
		
	By:	 	 /s/ Todd A. Suko

	Name:	 	Todd Suko
	Title:	 	VP and General Counsel
	
	LOVELAND PRODUCTS, INC., as a U.S. Borrower
		
	By:	 	 /s/ Todd A. Suko

	Name:	 	Todd Suko
	Title:	 	VP and General Counsel


  

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










			
	CREDIT PARTIES:
	
	UAP HOLDING CORP.
		
	By:	 	 /s/ Todd A. Suko

	Name:	 	Todd Suko
	Title:	 	VP and General Counsel
	
	LOVELAND INDUSTRIES, INC.
		
	By:	 	 /s/ Todd A. Suko

	Name:	 	Todd Suko
	Title:	 	VP and General Counsel
	
	PLATTE CHEMICAL CO.
		
	By:	 	 /s/ Todd A. Suko

	Name:	 	Todd Suko
	Title:	 	VP and General Counsel
	
	SNAKE RIVER CHEMICALS, INC.
		
	By:	 	 /s/ Todd A. Suko

	Name:	 	Todd Suko
	Title:	 	VP and General Counsel
	
	TRANSBAS, INC.
		
	By:	 	 /s/ Todd A. Suko

	Name:	 	Todd Suko
	Title:	 	VP and General Counsel
	
	UAP TIMBERLAND, LLC
		
	By:	 	 /s/ Todd A. Suko

	Name:	 	Todd Suko
	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/ Ken A Brown

		 	Its Duly Authorized Signatory
	
	GE CANADA FINANCE HOLDING COMPANY, as Canadian Agent
		
	By:	 	 /s/ Jack Morrone

		 	Its Duly Authorized Signatory


  

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










			
	GOLDMAN SACHS 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/ Adam Seiden

	Name:	 	Adam Seiden
	Title:	 	VP – Sr Client Manager
	
	 COOPERATIVE CENTRALE RAIFFEISEN-BOERELEENBANK B.A., “RABOBANK INTERNATIONAL” NEW YORK BRANCH,
 as a Lender

		
	By:	 	 /s/ John L. Church

	Name:	 	John L. Church
	Title:	 	Executive Director
		
	By:	 	 /s/ Andrew Sherman

	Name:	 	Andrew Sherman
	Title:	 	Associate General Counsel


  

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










			
	MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., as a Lender
		
	By:	 	 /s/ Richard Holsten

	Name:	 	Richard Holsten
	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/ John P. Tracker

	Name:	 	John P. 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/ John P. Tracker

	Name:	 	John P. 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/ John P. Tracker

	Name:	 	John P. 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/ John P. Tracker

	Name:	 	John P. Tracker
	Title:	 	Chief Credit Officer


  

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










			
	EATON VANCE VT FLOATING-RATE INCOME FUND
		
	By:	 	Eaton Vance Management, as Investment Advisor
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	EATON VANCE VARIABLE LEVERAGE FUND LTD.
		
	By:	 	Eaton Vance Management, as Investment Advisor
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	GRAYSON & CO.
		
	By:	 	Boston Management and Research, as Investment Advisor
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
		
	By:	 	Eaton Vance Management, as Investment Advisor
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	EATON VANCE CDO VIII, LTD.
		
	By:	 	Eaton Vance 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/ Matthew Massier

	Name:	 	Matthew Massier
	Title:	 	As Attorney In Fact
	
	FOUR CORNERS CLO III, LTD.
		
	By:	 	 /s/ Melissa Sadler

	Name:	 	Melissa Sadler
	Title:	 	Assistant Vice President
	
	KNIGHT CBNA LOAN FUNDING LLC
		
	 By:
	 	 /s/ Matthew Massier

	 Name:
	 	 Matthew Massier

	 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










			
	MCDONNELL LOAN OPPORTUNITY LTD.
		
	By:	 	McDonnell Investment Management,
		 	LLC, as Investment Manager
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	GANNETT PEAK CLO I, LTD.
	
	By: McDonnell 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:	 	  

	
	STANFIELD MODENA CLO, LTD.
		
	By:	 	Stanfield Capital Partners LLC, as its Asset Manager
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	STANFIELD VEYRON CLO, LTD.
		
	By:	 	Stanfield Capital Partners LLC, as its Collateral Manager
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	STANFIELD QUATTRO CLO, LTD.
		
	By:	 	Stanfield Capital Partners LLC, as its Collateral Manager
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	STANFIELD AZURE CLO, LTD.
		
	By:	 	Stanfield 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