Exhibit 10.3


 


SECOND AMENDMENT TO CREDIT
AND GUARANTY AGREEMENT


 


This Second Amendment (this “Amendment”)
to Credit and Guaranty Agreement (as defined below) is entered into as of November 14,
2007, by and among MR DEFAULT SERVICES LLC, a Delaware limited liability
company (“MR”), E-DEFAULT SERVICES LLC, a Delaware limited liability
company (“E-Default”), STATEWIDE TAX AND TITLE SERVICES LLC, a Delaware
limited liability company (“STT”), STATEWIDE PUBLISHING SERVICES LLC, a
Delaware limited liability company (“Statewide Publishing” and, together
with MR, E-Default and STT, on a joint and several basis, “Borrowers”),
MR PROCESSING HOLDING CORP., a Delaware corporation (“Holdings”), and
certain subsidiaries of Borrowers, as Guarantors, and the Lenders party hereto.


 


RECITALS


 


WHEREAS, the Borrowers, Holdings and certain
subsidiaries of Borrowers, as Guarantors, various Lenders, RBS SECURITIES
CORPORATION (“RBSS”), as Sole Lead Arranger, Sole Book Runner and
Syndication Agent and THE ROYAL BANK OF SCOTLAND PLC (“RBOS”), as
Administrative Agent, Collateral Agent and Documentation Agent, are parties to
that certain $170,000,000 Credit and Guaranty Agreement dated as of February 9,
2007, as amended as of March 29, 2007 (the “Credit and Guaranty
Agreement”) (capitalized terms used herein without definition have the
meanings ascribed to such terms in the Credit and Guaranty Agreement).


 


WHEREAS, the Borrowers intend to acquire (i) all
of the capital stock of Cal-Western Reconveyance Corporation, a California
corporation (“CW”), Interface Inc., a California corporation (“Interface”),
and Reliable Reconveyance Corporation, a California corporation (“Reliance”),
and (ii) the non-legal bankruptcy and foreclosure business assets of Pite
Duncan, LLP (the “PD Assets”).


 


WHEREAS, the Borrowers have requested certain
amendments to the Credit and Guaranty Agreement, and in connection therewith,
the parties hereto, including the Requisite Lenders, have agreed to amend such
Credit and Guaranty Agreement as herein set forth.


 


NOW THEREFORE, in consideration of the
premises and the mutual covenants herein contained, the parties hereto hereby
agree as follows:


 


Section 1.                                            Section References. Unless
otherwise expressly stated herein, all Section references herein shall
refer to Sections of the Credit and Guaranty Agreement.


 


Section 2.                                            Amendment to
Cover Page. The parties hereto hereby agree to amend the Cover
Page by (i) adding the words “and
as amended as of November 14, 2007” on a new line immediately
following the words “as amended as of March 29,
2007”.


 


Section 3.                                            Amendment to
Preamble. The parties hereto hereby agree to amend the
Preamble by adding the words “and as amended by the Second Amendment 


 

















 


dated as of November 14, 2007,”
immediately following the words “as amended by the First Amendment dated as of March 29,
2007,”


 


Section 4.                                            Definition of
Permitted Acquisition in Section 1.01. Solely with respect to the
acquisitions of CW, Interface, Reliable and the PD Assets, the Administrative
Agent and the Requisite Lenders agree to accept the financial statements of CW,
Interface, Reliable and Pite Duncan, LLP for the twelve-month period ended July 31,
2007 to determine whether the Borrowers are in compliance with the financial
covenants set forth in Section 6.08 on a pro forma basis after giving
effect to such acquisitions as of the last day of the Fiscal Quarter ended September 30,
2007.


 


Section 5.                                            Amendment to Section 1.01. The parties
hereto hereby agree to amend the definition of “Senior Subordinated Notes” by (i) deleting
the word “initial” and (ii) deleting “$55,000,000” and replacing it with “$95,000,000.”


 


Section 6.                                            Amended
Purchase Agreement. The Administrative Agent and the Requisite Lenders
hereby agree that the Purchase Agreement shall be amended by the Second
Amendment to the Purchase Agreement in the form attached hereto as Exhibit A.


 


Section 7.                                            Conditions
Precedent. This Amendment shall become effective upon
satisfaction of each of the following conditions precedent:


 


(a)                                  The
Administrative Agent shall have received all of the following, in form and
substance reasonably satisfactory to the Administrative Agent:


 


(i)                                     Amendment
Documents. This Amendment and each other instrument, document
or certificate required by the Administrative Agent as set forth in this
Amendment, duly executed and delivered by the Loan Parties and the Requisite
Lenders; and


 


(ii)                                  Additional
Information. Such additional documents, instruments and
information as the Administrative Agent may reasonably request to effect the
transactions contemplated hereby.


 


(b)                                 With respect to
the acquisitions of CW, Interface, Reliable and the PD Assets, the Borrowers
shall have complied with the requirements of the definition of “Permitted
Acquisition.”


 


(c)                                  All conditions
precedent set forth in Section 3.02 shall have been satisfied.


 


(d)                                 All costs and
expenses payable to the Lenders as provided in Section 9 hereof shall have
been paid to the extent due.


 


Section 8.                                            Representations
and Warranties of the Borrowers and 
Holdings. Each Borrower and Holdings hereby represents and
warrants that, as of the date of and after giving effect to this Amendment, (a) the
execution, delivery and


 


2

















 


performance of this Amendment has been duly
authorized by all necessary action and will not violate any of its
Organizational Documents and (b) the Credit and Guaranty Agreement (after
giving effect to this Amendment) and all other Loan Documents are and remain
its legal, valid, binding and enforceable obligations in accordance with the
terms thereof, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors’
rights generally or by equitable principles relating to enforceability.


 


Section 9.                                            Reference to
Agreement. Each of the Loan Documents and any and all other
agreements, documents or instruments now or hereafter executed and/or delivered
pursuant to the terms hereof or pursuant to the terms of the Credit and
Guaranty Agreement as amended hereby, are hereby amended so that any reference
in such Loan Documents to the Credit and Guaranty Agreement, whether direct or
indirect, shall mean a reference to the Credit and Guaranty Agreement as
amended hereby.


 


Section 10.                                      Costs and
Expenses. The Borrowers shall pay on demand all
out-of-pocket costs and expenses of the Lenders (including the reasonable fees,
costs and expenses of counsel to RBOS) incurred in connection with the
preparation, execution and delivery of this Amendment.


 


Section 11.                                      Governing Law. THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND RULE 327(b) OF THE NEW
YORK CIVIL PRACTICE LAW AND RULES.


 


Section 12.                                      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 13.                                      Execution. This
Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute
one and the same agreement. Delivery of an executed counterpart of a signature page to
this Amendment by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment.


 


Section 14.                                      Limited Effect. This
Amendment relates only to the specific matters expressly covered herein, shall
not be considered to be a waiver of any rights or remedies any Lender may have
under the Credit and Guaranty Agreement or under any other Loan Document, and
shall not be considered to create a course of dealing or to otherwise obligate
in any respect any Lender to execute similar or other amendments or grant any
waivers under the same or similar or other circumstances in the future.


 


3

















 


Section 15.                                      Ratification By
Guarantors. The Guarantors hereby agree to this Amendment, and
the Guarantors acknowledge that the Guarantors’ Guaranty shall remain in full
force and effect without modification thereto.


 


Section 16.                                      Certain Waivers. Each of the
Borrowers and the Guarantors hereby agrees that neither the Agents nor any
Lender shall be liable under a claim of, and hereby waives any claim against
the Agents and the Lenders based on, lender liability (including, but not
limited to, liability for breach of the implied covenant of good faith and fair
dealing, fraud, negligence, conversion, misrepresentation, duress, control and
interference, infliction of emotional distress and defamation and breach of
fiduciary duties) as a result of this Amendment and any discussions or actions
taken or not taken by the Agents or the Lenders on or before the date hereof or
the discussions conducted in connection therewith, or any course of action
taken by the Agents or any Lender in response thereto or arising therefrom;
provided, that the foregoing waiver shall not include the waiver of any claims
which are based on the gross negligence or willful misconduct of any Agent or
any Lender or any of their respective agents. This Section 16 shall
survive the execution and delivery of this Amendment and the termination of the
Credit and Guaranty Agreement, as amended hereby.


 


[signature pages follow]


 


4

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be executed by their respective officers thereunto
duly authorized, as of the date first above written.


 


	
   

  	
  MR
  DEFAULT SERVICES LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jennifer Dorris

  
	
   

  	
  Name:
  

  	
  Jennifer
  Dorris

  
	
   

  	
  Title:
  

  	
  Vice
  President, CFO and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  E-DEFAULT
  SERVICES LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jennifer Dorris

  
	
   

  	
  Name:
  

  	
  Jennifer
  Dorris

  
	
   

  	
  Title:
  

  	
  Vice
  President, CFO and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STATEWIDE
  TAX AND TITLE SERVICES LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jennifer Dorris

  
	
   

  	
  Name:
  

  	
  Jennifer
  Dorris

  
	
   

  	
  Title:
  

  	
  Vice
  President, CFO and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STATEWIDE
  PUBLISHING SERVICES LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jennifer Dorris

  
	
   

  	
  Name:
  

  	
  Jennifer
  Dorris

  
	
   

  	
  Title:
  

  	
  Vice
  President, CFO and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MR
  PROCESSING HOLDING CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jennifer Dorris

  
	
   

  	
  Name:
  

  	
  Jennifer
  Dorris

  
	
   

  	
  Title:
  

  	
  Vice
  President, CFO and Secretary

  



 


Second Amendment to
Credit and Guaranty Agreement


 

















 


	
   

  	
  NATIONWIDE
  TRUSTEE SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jennifer Dorris

  
	
   

  	
  Name:
  

  	
  Jennifer
  Dorris

  
	
   

  	
  Title:
  

  	
  Vice
  President, CFO and Secretary

  



 


Second Amendment to
Credit and Guaranty Agreement


 

















 


	
   

  	
  THE
  ROYAL BANK OF SCOTLAND PLC, as Administrative Agent
  and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William Stafeil

  
	
   

  	
  Name:
  

  	
  William
  Stafeil

  
	
   

  	
  Title:
  

  	
  Managing
  Director

  



 


Second Amendment to
Credit and Guaranty Agreement


 

















 


	
   

  	
  ACOS
  CLO 2007-1, LTD.

  
	
   

  	
  By:

  	
  American
  Capital Asset Management, LLC, as Portfolio Manager, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lindley Richert, Jr.

  
	
   

  	
  Name:
  

  	
  Lindley
  Richert, Jr.

  
	
   

  	
  Title:
  

  	
  Authorized
  Signatory

  



 


Second Amendment to
Credit and Guaranty Agreement


 

















 


	
   

  	
  ACOS
  CLO 2007-2, LTD.

  
	
   

  	
  By:

  	
  American
  Capital Asset Management, LLC, as Portfolio Manager, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lindley Richert, Jr.

  
	
   

  	
  Name:
  

  	
  Lindley
  Richert, Jr.

  
	
   

  	
  Title:
  

  	
  Authorized
  Signatory

  



 


Second Amendment to
Credit and Guaranty Agreement


 

















 


	
   

  	
  CIFC
  FUNDING 2007-II, LTD.

  
	
   

  	
  CIFC
  FUNDING 2007-III, LTD.

  
	
   

  	
  CIFC
  FUNDING 2007-50, LTD.,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Elizabeth C. Chow

  
	
   

  	
  Name:
  

  	
  Elizabeth
  C. Chow

  
	
   

  	
  Title: 

  	
  Head of Underwriting

  



 


Second Amendment to
Credit and Guaranty Agreement


 














 


	
   

  	
  CITIBANK
  N.A.,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ignacio Pineros

  
	
   

  	
  Name:
  Ignacio Pineros

  
	
   

  	
  Title:
  Vice President

  



 


Second
Amendment to Credit and Guaranty Agreement


 

















 


	
   

  	
  BRIDGEPORT
  CLO LTD.

  
	
   

  	
  By:
  Deerfield Capital Management LLC as its Collateral Manager, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Scott Morrison

  
	
   

  	
  Name:
  Scott Morrison

  
	
   

  	
  Title:
  Senior Vice President

  



 


Second
Amendment to Credit and Guaranty Agreement


 

















 


	
   

  	
  BRIDGEPORT
  II CLO LTD.

  
	
   

  	
  By:
  Deerfield Capital Management LLC as its Collateral Manager, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Scott Morrison

  
	
   

  	
  Name:
  Scott Morrison

  
	
   

  	
  Title:
  Senior Vice President

  



 


Second
Amendment to Credit and Guaranty Agreement


 

















 


	
   

  	
  BURR
  RIDGE CLO Plus LTD.

  
	
   

  	
  By:
  Deerfield Capital Management LLC as its Collateral Manager, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Scott Morrison

  
	
   

  	
  Name:
  Scott Morrison

  
	
   

  	
  Title:
  Senior Vice President

  



 


Second
Amendment to Credit and Guaranty Agreement


 

















 


	
   

  	
  CUMBERLAND
  II CLO LTD.

  
	
   

  	
  By:
  Deerfield Capital Management LLC as its Collateral Manager, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Scott Morrison

  
	
   

  	
  Name:
  Scott Morrison

  
	
   

  	
  Title:
  Senior Vice President

  



 


Second
Amendment to Credit and Guaranty Agreement


 

















 


	
   

  	
  FOREST
  CREEK CLO, Ltd.

  
	
   

  	
  By:
  Deerfield Capital Management LLC as its Collateral Manager, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Scott Morrison

  
	
   

  	
  Name:
  Scott Morrison

  
	
   

  	
  Title:
  Senior Vice President

  



 


Second
Amendment to Credit and Guaranty Agreement


 

















 


	
   

  	
  LONG
  GROVE CLO, LIMITED

  
	
   

  	
  By:
  Deerfield Capital Management LLC as its Collateral Manager, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Scott Morrison

  
	
   

  	
  Name:
  Scott Morrison

  
	
   

  	
  Title:
  Senior Vice President

  



 


Second
Amendment to Credit and Guaranty Agreement


 

















 


	
   

  	
  MARKET
  SQUARE CLO, Ltd.

  
	
   

  	
  By:
  Deerfield Capital Management LLC as its Collateral Manager, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Scott Morrison

  
	
   

  	
  Name:
  Scott Morrison

  
	
   

  	
  Title:
  Senior Vice President

  



 


Second
Amendment to Credit and Guaranty Agreement


 

















 


	
   

  	
  MUIRFIELD
  TRADING LLC,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Tara E. Kenny

  
	
   

  	
  Name:
  Tara E. Kenny

  
	
   

  	
  Title:
  Assistant Vice President

  



 


Second
Amendment to Credit and Guaranty Agreement


 

















 


	
   

  	
  SCHILLER
  PARK CLO LTD.

  
	
   

  	
  By:
  Deerfield Capital Management LLC as its Collateral Manager, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Scott Morrison

  
	
   

  	
  Name:
  Scott Morrison

  
	
   

  	
  Title: Senior Vice
  President

  



 


Second
Amendment to Credit and Guaranty Agreement


 














 


	
   

  	
  Denali
  Capital LLC, managing member of DC Funding Partners LLC, portfolio manager
  for DENALI CAPITAL CLO VI, LTD., or an affiliate, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kelli C. Marti

  
	
   

  	
  Name:
  Kelli C. Marti

  
	
   

  	
  Title:
  Senior Vice President

  



 


Second
Amendment to Credit and Guaranty Agreement


 

















 


	
   

  	
  Denali
  Capital LLC, managing member of DC Funding Partners LLC, portfolio manager
  for DENALI CAPITAL CLO VII, LTD., or an affiliate, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kelli C. Marti

  
	
   

  	
  Name:
  Kelli C. Marti

  
	
   

  	
  Title:
  Senior Vice President

  



 


Second
Amendment to Credit and Guaranty Agreement


 

















 


	
   

  	
  Denali
  Capital, managing member of DC Funding Partners LLC, portfolio manager for
  DENALI CAPITAL CREDIT OPPORTUNITY FUND FINANCING, LTD., or an affiliate, as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kelli C. Marti

  
	
   

  	
  Name:
  Kelli C. Marti

  
	
   

  	
  Title:
  Senior Vice President

  



 


Second
Amendment to Credit and Guaranty Agreement


 

















 


	
   

  	
  FREEPORT
  LOAN FUND LLC,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ian Fowler

  
	
   

  	
  Name:
  Ian Fowler

  
	
   

  	
  Title:
  Duly Authorized Signatory

  



 


Second
Amendment to Credit and Guaranty Agreement


 

















 


	
   

  	
  FREEPORT
  OFFSHORE LOAN FUND LLC, 

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ian Fowler

  
	
   

  	
  Name:
  Ian Fowler

  
	
   

  	
  Title:
  Duly Authorized Signatory

  



 


Second
Amendment to Credit and Guaranty Agreement


 

















 


	
   

  	
  GLOBAL
  LEVERAGE CAPITAL CREDIT OPPORTUNITY FUND I

  
	
   

  	
  By
  Global Leveraged Capital Management LLC, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chad B. Carta

  
	
   

  	
  Name:
  Chad B. Carta

  
	
   

  	
  Title:
  Analyst

  



 


Second
Amendment to Credit and Guaranty Agreement


 

















 


	
   

  	
  GOLUB
  CAPITAL PARTNERS FUNDING 2007-1 LTD, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:
  Golub Capital
  Incorporated, as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [illegible]

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GOLUB
  INTERNATIONAL LOAN LTD. I, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:
  GOLUB CAPITAL

  INTERNATIONAL MANAGEMENT LLC,

  as Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [illegible]

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GOLUB
  CAPITAL MASTER FUNDING LTD, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [illegible]

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Second
Amendment to Credit and Guaranty Agreement


 

















 


	
   

  	
  ABINGDON
  FINANCE LIMITED

  
	
   

  	
  By:
  GSO Debt Funds Management LLC as Investment Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Roche

  
	
   

  	
  Name:
  James Roche

  
	
   

  	
  Title:
  Authorized Signatory

  



 


Second
Amendment to Credit and Guaranty Agreement


 

















 


	
   

  	
  FM
  LEVERAGED CAPITAL FUND I

  
	
   

  	
  By:
  GSO Debt Funds Management LLC as Subadviser to FriedbergMilstein LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Roche

  
	
   

  	
  Name:
  James Roche

  
	
   

  	
  Title:
  Authorized Signatory

  



 


Second
Amendment to Credit and Guaranty Agreement


 

















 


	
   

  	
  FM
  LEVERAGED CAPITAL FUND II

  
	
   

  	
  By:
  GSO Debt Funds Management LLC as Subadviser to FriedbergMilstein LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Roche

  
	
   

  	
  Name:
  James Roche

  
	
   

  	
  Title:
  Authorized Signatory

  



 


Second
Amendment to Credit and Guaranty Agreement


 














 


	
   

  	
  FOXE
  BASIN CLO 2003, LTD

  
	
   

  	
  By:
  GSO Debt Funds Management LLC as Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James Roche

  
	
   

  	
  Name:
  James Roche

  
	
   

  	
  Title:
  Authorized Signatory

  



 


Second
Amendment to Credit and Guaranty Agreement


 

















 


	
   

  	
  GALE
  FORCE 3 CLO, LTD.

  
	
   

  	
  By:
  GSO Debt Funds Management LLC as Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James Roche

  
	
   

  	
  Name:
  James Roche

  
	
   

  	
  Title:
  Authorized Signatory

  



 


Second
Amendment to Credit and Guaranty Agreement


 

















 


	
   

  	
  HUDSON
  STRAITS CLO 2004, LTD.

  
	
   

  	
  By:
  GSO Debt Funds Management LLC as Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James Roche

  
	
   

  	
  Name:
  James Roche

  
	
   

  	
  Title:
  Authorized Signatory

  



 


Second
Amendment to Credit and Guaranty Agreement


 

















 


	
   

  	
  TELOS
  CLO 2007-2, LTD, as a Lender

  
	
   

  	
  By:
  Tricadia Loan Management

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jonathan Tepper

  
	
   

  	
  Name:
  Jonathan Tepper

  
	
   

  	
  Title: Principal

  



 


Second
Amendment to Credit and Guaranty Agreement