exv10w1






Exhibit 10.1




EXECUTION COPY




SECOND AMENDMENT TO PRIORITY CREDIT AGREEMENT




     THIS SECOND AMENDMENT TO PRIORITY CREDIT AGREEMENT (referred to below) (this “Second
Amendment”), dated as of October 15, 2010, by and among TRICO SUPPLY AS, a limited company
organized under the laws of Norway (“Holdings”), the Subsidiary Guarantors listed on
Schedule IX to the Credit Agreement (as defined below) (the “Subsidiary
Guarantors”), TRICO SHIPPING AS, a limited company organized under the laws of Norway and a
wholly-owned Subsidiary of Holdings (the “Borrower”), the Lenders (as defined below) party
hereto, and CANTOR FITZGERALD SECURITIES (“Cantor”), as Administrative Agent (in such
capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms
used herein and not otherwise defined herein shall have the respective meanings provided such terms
in the Credit Agreement referred to below.



WITNESSETH:




     WHEREAS, the Borrower, Holdings, the Subsidiary Guarantors, the lenders from time to time
party thereto (each, a “Lender” and, collectively, the “Lenders”) and the
Administrative Agent are parties to a Priority Credit Agreement, dated as of September 21, 2010 (as
amended by the First Amendment to Priority Credit Agreement, dated as of October 1, 2010, the
“Credit Agreement”);



     WHEREAS, pursuant to Section 9.15 of the Credit Agreement, the Borrower is required to use its
best efforts to have an Approved Restructuring Plan adopted by October 15, 2010;



     WHEREAS, pursuant to Section 11.11 of the Credit Agreement, the Borrower’s failure to agree to
an Approved Restructuring on or prior to October 15, 2010 is an Event of Default;



     WHEREAS, the Credit Parties have requested that the Lenders extend the dates set forth in
Section 9.15 and 11.11 of the Credit Agreement to October 31, 2010;



     WHEREAS, pursuant to Section 2.01(c) of the Credit Agreement, Tranche B Term Loans may only be
drawn by the Borrower on a date occurring prior to the Tranche B Term Loan Commitment Termination
Date;



     WHEREAS, the Credit Parties have requested that the Lenders extend the Tranche B Term Loan
Commitment Termination Date;



     WHEREAS, pursuant to Section 9.14 of the Credit Agreement, the Credit Parties are required to
deliver items on Schedule XIII of the Credit Agreement on the dates set forth therein; and



     WHEREAS, the Credit Parties have requested that the Lenders amend Schedule XIII to the Credit
Agreement in the manner set forth below;



 









 





     NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein and
for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
Credit Parties and the Lenders party hereto hereby agree as follows:



ARTICLE I




AMENDMENTS TO CREDIT AGREEMENT



     Section 1.01. Amendment to Section 1. Section 1 of the Credit Agreement is hereby
amended by deleting the definition of “Tranche B Term Loan Commitment Termination Date” in its
entirety and substituting the following in its stead:



     ““Tranche B Term Loan Commitment Termination Date” shall mean October 31, 2010.”



     Section 1.02. Amendment to Section 9.15. Section 9.15 of the Credit Agreement is
hereby amended by replacing the phrase “October 15, 2010” with the phrase “October 31, 2010”.



     Section 1.03. Amendment to Section 11.11. Section 11.11 of the Credit Agreement is
hereby amended by replacing the phrase “October 15, 2010” with the phrase “October 31, 2010”.



     Section 1.04 Amendment to Schedule XIII. Schedule XIII of the Credit Agreement is
hereby amended by adding the following phrase at the end of item 6.b.:



     “, subject to extension by the Administrative Agent in its sole discretion.”



ARTICLE II




REAFFIRMATION



     Section 2.01. Each Credit Party hereby acknowledges and agrees that it expects to realize
substantial direct and indirect benefits as a result of the amendments contemplated by this Second
Amendment.



     Section 2.02. Each Credit Party hereby acknowledges its receipt of this Second Amendment and
its review of the terms and conditions thereof and consents to the terms and conditions of this
Second Amendment contemplated hereby and thereby.



     Section 2.03. Each Credit Party, by executing and delivering a copy hereof, hereby (i) affirms
and confirms its guarantee, pledge, grant and other agreements under and pursuant to the applicable
Guaranty and Security Documents (including, without limitation, any such Security Documents
governed by the laws of New York, Brazil, Cayman, Island of Guernsey, Mexico, Netherlands, Norway,
Scotland, Bahamas, Isle of Man, Vanuatu and England and Wales) in accordance with the terms and
provisions thereof and (ii) agrees that,



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notwithstanding the effectiveness of this Second Amendment, (x) each such Guaranty and
Security Document continues to be in full force and effect and (y) all guarantees, pledges, grants
and other agreements thereunder shall continue to be in full force and effect without interruption
to secure the Secured Obligations (including, for the avoidance of doubt, the Loans made by the
Lenders from and after the date hereof and all other obligations under the Credit Documents as each
such Credit Document may be amended on the date hereof and as it may be further amended, restated,
modified or supplemented from time to time), in each case, as such agreements and other documents
are being amended hereby or in connection herewith.




ARTICLE III




MISCELLANEOUS PROVISIONS



     Section 3.01. In order to induce the Lenders to enter into this Second Amendment, each of
Holdings and the Borrower hereby represents and warrants that (i) no Default or Event of Default
exists as of the Second Amendment Effective Date after giving effect to this Second Amendment and
(ii) all of the representations and warranties contained in the Credit Agreement are true and
correct in all material respects on the Second Amendment Effective Date both before and after
giving effect to this Second Amendment, with the same effect as though such representations and
warranties had been made on and as of the Second Amendment Effective Date (it being understood that
any representation or warranty made as of a specific date shall be true and correct in all material
respects as of such specific date).



     Section 3.02. This Second Amendment is limited as specified and shall not, except as expressly
set forth herein, constitute a modification, acceptance, consent to deviation from or waiver of any
other provision of the Credit Agreement or any other Credit Document.



     Section 3.03. This Second Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts when executed and
delivered shall be an original, but all of which shall together constitute one and the same
instrument. A complete set of counterparts shall be lodged with the Borrower and the
Administrative Agent. Delivery of an executed signature page to this Second Amendment by facsimile
transmission, as a .pdf attachment or by other electronic means of transmission shall be as
effective as delivery of a manually signed counterpart of this Second Amendment.



     Section 3.04. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK AND SHALL BE
SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE PROVISIONS IN THE CREDIT AGREEMENT.



     Section 3.05. This Second Amendment shall become effective on the date (the “Second
Amendment Effective Date”) each Credit Party, each Lender and the Administrative Agent have
signed a counterpart hereof (whether the same or different counterparts) and



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delivered the same (including by way of facsimile or other electronic transmission) to Paul,
Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY 10019 Attention:
Liza Montesano (facsimile number: 212-492-0304 / email:
lmontesano@paulweiss.com).




     Section 3.06. Except for deliveries that are required pursuant to the Credit Agreement, each
of the parties hereto agree and acknowledge that notwithstanding anything to the contrary contained
herein, none of the Administrative Agent or the Borrower or any of its Subsidiaries shall have any
duty to disseminate any information or materials, or to solicit the participation, of any Lender
(or any affiliate (including funds under common management) thereof).



     Section 3.07. The Borrower and its Subsidiaries agree to indemnify and hold harmless the
Administrative Agent, the Lenders and their respective affiliates and each director, officer,
employee, representative and agent thereof (each, an “indemnified person”) from and against
any and all actions, suits, proceedings (including any investigations or inquiries), claims,
losses, damages, liabilities or expenses of any kind or nature whatsoever which may be incurred by
or asserted against or involve the Administrative Agent, the Lenders or any other such indemnified
person as a result of or arising out of or in any way related to or resulting from the matters
described in the foregoing paragraph (collectively, the “indemnifiable claims”) and, upon
demand, to pay and reimburse the Administrative Agent, the Lenders and each other indemnified
person for any reasonable legal or other out-of-pocket expenses paid or incurred in connection with
investigating, defending or preparing to defend any such indemnifiable claim (whether or not the
Administrative Agent, the Lenders or any other such indemnified person is a party to any action or
proceeding out of which any such expenses arise). Notwithstanding the foregoing, no indemnified
party shall be entitled to seek any indemnity for any indemnifiable claim arising from the gross
negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and
non-appealable decision) or otherwise caused by action or inaction of such indemnified person.



     Section 3.08. From and after the Second Amendment Effective Date, all references in the Credit
Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be
references to the Credit Agreement as amended by this Second Amendment.



* * *



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     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute
and deliver this Second Amendment as of the date first above written.



	 	 	 	 	 
	 	TRICO SHIPPING AS

 	 
	 	By:  	                    /s/ Gerald Alistair Gray
 	 
	 	 	Name:  	Gerald Alistair Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	TRICO SUPPLY AS

 	 
	 	By:  	                         /s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Chairman 	 
	 
	 	DEEPOCEAN SHIPPING III AS

 	 
	 	By:  	                       /s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Chairman 	 
	 



[Signature Page to Second Amendment to Credit Agreement]




 












 





	 	 	 	 	 
	 	DEEPOCEAN SHIPPING II AS

 	 
	 	By:  	                      /s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Chairman 	 
	 
	 	DEEPOCEAN SHIPPING AS

 	 
	 	By:  	/s/ Gerald Alistair Gray
 	 
	 	 	Name:  	Gerald Alistair Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	DEEPOCEAN AS

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Chairman 	 
	 
	 	TRICO SUPPLY (UK) LIMITED

 	 
	 	By:  	/s/ Gerald Alistair Gray
 	 
	 	 	Name:  	Gerald Alistair Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	ALBYN MARINE LIMITED

 	 
	 	By:  	/s/ Gerald Alistair Gray
 	 
	 	 	Name:  	Gerald Alistair Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CTC MARINE PROJECTS LIMITED

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Chairman 	 
	 
	 	DEEPOCEAN BRASIL SERVICOS LTDA.

 	 
	 	By:  	/s/ Tomás Salazar
 	 
	 	 	Name:  	Tomás Salazar 	 
	 	 	Title:  	Manager 	 
	 



[Signature Page to Second Amendment to Credit Agreement]







 









 








	 	 	 	 	 
	 	DEEPOCEAN MARITIME AS

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Chairman 	 
	 
	 	DEEPOCEAN MANAGEMENT AS

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Chairman 	 
	 
	 	DEEPOCEAN DE MEXICO S. DE R.L. DE C.V.

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Chairman 	 
	 
	 	CTC MARINE NORWAY AS

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Chairman 	 
	 
	 	CTC MARINE PROJECTS (GUERNSEY) LIMITED

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Chairman 	 
	 
	 	DEEPOCEAN SUBSEA SERVICES LIMITED

 	 
	 	By:  	/s/ Gerald Alistair Gray
 	 
	 	 	Name:  	Gerald Alistair Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	DEEPOCEAN BV

 	 
	 	By:  	/s/ Mads Ragnar Bârdsen
 	 
	 	 	Name:  	Mads Ragnar Bârdsen 	 
	 	 	Title:  	Director 	 
	 



[Signature Page to Second Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	DEEPOCEAN UK LTD.

 	 
	 	By:  	/s/ Gerald Alistair Gray
 	 
	 	 	Name:  	Gerald Alistair Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	SERVICIOS PROFESIONALES DE APOYO 

ESPECIALIZADO, S. DE R.L. DE C.V.

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Chairman 	 
	 
	 	SERVICIOS DE SOPORTE PROFESIONAL 

ADMINISTRATIVO, S. DE R.L. DE C.V.

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Chairman 	 
	 
	 	TRICO SUBSEA AS

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Chairman 	 
	 
	 	TRICO SUBSEA HOLDING AS

 	 
	 	By:  	/s/ Geoff Jones
 	 
	 	 	Name:  	Geoff Jones 	 
	 	 	Title:  	Chairman 	 
	 



[Signature Page to Second Amendment to Credit Agreement]





 









 








	 	 	 	 	 
	 	CANTOR FITZGERALD SECURITIES,

as Administrative Agent

 	 
	 	By:  	/s/ James Bond
 	 
	 	 	Name:  	James Bond 	 
	 	 	Title:  	Chief Operating Officer 	 
	 



[Signature Page to Second Amendment to Credit Agreement]






 









 








	 	 	 	 	 
	 	FIDELITY ADVISOR SERIES II: 

FIDELITY ADVISOR STRATEGIC 

INCOME FUND,

as a Lender

 	 
	 	By:  	/s/ Jeffrey Christian
 	 
	 	 	Name:  	Jeffrey Christian 	 
	 	 	Title:  	Deputy Treasurer 	 
	 



[Signature Page to Second Amendment to Credit Agreement]







 









 








	 	 	 	 	 
	 	FIDELITY SUMMER STREET TRUST: 

FIDELITY CAPITAL & INCOME FUND,

as a Lender

 	 
	 	By:  	/s/ Jeffrey Christian
 	 
	 	 	Name:  	Jeffrey Christian 	 
	 	 	Title:  	Deputy Treasurer 	 
	 



[Signature Page to Second Amendment to Credit Agreement]





 









 








	 	 	 	 	 
	 	FIDELITY SCHOOL STREET TRUST: 

FIDELITY STRATEGIC INCOME FUND,

as a Lender

 	 
	 	By:  	/s/ Jeffrey Christian
 	 
	 	 	Name:  	Jeffrey Christian 	 
	 	 	Title:  	Deputy Treasurer 	 
	 



[Signature Page to Second Amendment to Credit Agreement]





 









 








	 	 	 	 	 
	 	ILLINOIS MUNICIPAL RETIREMENT FUND,

as a Lender

 	 
	 	By:  	/s/ Susanne Riche
 	 
	 	 	Name:  	Susanne Riche 	 
	 	 	Title:  	Director 	 
	 



[Signature Page to Second Amendment to Credit Agreement]







 









 








	 	 	 	 	 
	 	VARIABLE INSURANCE PRODUCTS FUND V: 

STRATEGIC INCOME PORTFOLIO,

as a Lender

 	 
	 	By:  	/s/ Jeffrey Christian
 	 
	 	 	Name:  	Jeffrey Christian 	 
	 	 	Title:  	Deputy Treasurer 	 
	 



[Signature Page to Second Amendment to Credit Agreement]






 









 








	 	 	 	 	 
	 	MUTUAL EUROPEAN FUND,

as a Lender

 	 
	 	By:  	/s/ Bradley Takahashi
 	 
	 	 	Name:  	Bradley Takahashi 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Second Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	FRANKLIN MUTUAL RECOVERY FUND,

as a Lender

 	 
	 	By:  	/s/ Bradley Takahashi
 	 
	 	 	Name:  	Bradley Takahashi 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Second Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By:  	RBS Securities Inc., its agent
 	 
	 	 	as a Lender 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                          /s/ Jason Leddy
 	 
	 	 	Name:  	Jason Leddy 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Second Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	Western Asset Management Company as 

Investment Manager and Agent on behalf of:

Western Asset Floating Rate High Income Fund LLC,

as a Lender

 	 
	 	By:  	/s/ Kim Nguyen
 	 
	 	 	Name:  	Kim Nguyen 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Second Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	Western Asset Management Company as 

Investment Manager and Agent on behalf of:

John Hancock Fund II Floating Rate Income Fund,

as a Lender

 	 
	 	By:  	/s/ Kim Nguyen
 	 
	 	 	Name:  	Kim Nguyen 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Second Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	CCIF Loans Limited

 	 
	 	By:  	Goldman Sachs Asset Management, L.P.,
 	 
	 	 	its sub advisor 	 
	 	 	as a Lender 	 
	 
	 	 	 
	 	By:  	                         /s/ Keith Rothwell
 	 
	 	 	Name:  	Keith Rothwell 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Second Amendment to Credit Agreement]





 









 








	 	 	 	 	 
	 	ARTIO GLOBAL INVESTMENT FUNDS, 

ACTING SOLEY WITH RESPECT TO ITS SERIES, 

ARTIO GLOBAL HIGH INCOME FUND

as a Lender

 	 
	 	By:  	/s/ Victor J. Simon
 	 
	 	 	Name:  	Victor J. Simon 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Second Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	ARTIO GLOBAL MANAGEMENT LLC, 

ON BEHALF OF THE ARTIO GLOBAL 

HIGH INCOME GROUP TRUST FUND,

as a Lender

 	 
	 	By:  	/s/ Hendricus Bocke
 	 
	 	 	Name:  	Hendricus Bocke 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signature Page to Second Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	ARTIO GLOBAL MANAGEMENT LLC, 

ON BEHALF OF THE ARTIO GLOBAL 

HIGH INCOME FUND LLC,

as a Lender

 	 
	 	By:  	/s/ Hendricus Bocke
 	 
	 	 	Name:  	Hendricus Bocke 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signature Page to Second Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	ARTIO GLOBAL MANAGEMENT LLC, 

ON BEHALF OF THE CALIFORNIA 

STATE TEACHERS RETIREMENT SYSTEM,

as a Lender

 	 
	 	By:  	/s/ Hendricus Bocke
 	 
	 	 	Name:  	Hendricus Bocke 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signature Page to Second Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	ARTIO GLOBAL MANAGEMENT LLC, 

ON BEHALF OF THE GENERAL RETIREMENT SYSTEM OF THE CITY OF DETROIT,

as a Lender

 	 
	 	By:  	/s/ Hendricus Bocke
 	 
	 	 	Name:  	Hendricus Bocke 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signature Page to Second Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	ARTIO GLOBAL MANAGEMENT LLC, 

ON BEHALF OF THE CITY OF PHILADELPHIA PUBLIC EMPLOYEES RETIREMENT SYSTEM,

as a Lender

 	 
	 	By:  	/s/ Hendricus Bocke
 	 
	 	 	Name:  	Hendricus Bocke 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signature Page to Second Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	ARTIO GLOBAL MANAGEMENT LLC, 

ON BEHALF OF THE CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM,

as a Lender

 	 
	 	By:  	/s/ Hendricus Bocke
 	 
	 	 	Name:  	Hendricus Bocke 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signature Page to Second Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	Oaktree Opps TS Investments Ltd.,

as a Lender

 	 
	 	By:  	 Oaktree Capital Management, L.P.
 	 
	 	Its: 	Director 	 
	 	 	 	 
	 	 	 
	 	By:  	                  /s/ Rajath Shourie
 	 
	 	 	Name:  	Rajath Shourie 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                      /s/ Lowell Hill
 	 
	 	 	Name:  	Lowell Hill 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature Page to Second Amendment to Credit Agreement]





 









 








	 	 	 	 	 
	 	Goldman Sachs Palmetto State Credit Fund, L.P.,

as a Lender

 	 
	 	By:  	Goldman Sachs Asset Management, L.P.,
 	 
	 	 	its investment manager 	 
	 	 	 	 
	 	 	 
	 	By:  	                                                  /s/ Tom Secor
 	 
	 	 	Name:  	Tom Secor 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Second Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	Goldman Sachs Credit Strategies Fund,

as a Term Lender,

as a Lender

 	 
	 	By:  	Goldman Sachs Asset Management,
 	 
	 	 	solely in its capacity as Investment 	 
	 	 	Manager, and as Principal 	 
	 	 	 
	 	By:  	                                                  /s/ Tom Secor
 	 
	 	 	Name:  	Tom Secor 	 
	 	 	Title:  	Vice President 	 


[Signature Page to Second Amendment to Credit Agreement]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Liberty Harbor Distressed Credit 

Aggregator I, L.P., as a Lender

 	 
	 	By:  	 Liberty Harbor Distressed Credit
 	 
	 	 	Opportunities Advisors, LLC  	 
	 	 	as General Partner 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Tom Secor
 	 
	 	 	Name:  	Tom Secor 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Second Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	Goldman Sachs Corporate Credit Investment Fund LLC, as a Lender

 	 
	 	By:  	Goldman Sachs Asset Management, L.P.,
 	 
	 	 	its investment manager 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Tom Secor
 	 
	 	 	Name:  	Tom Secor 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Second Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	Liberty Harbor Master Fund LLP.,

as a Lender

 	 
	 	By:  	Goldman Sachs Asset Management, L.P.,
 	 
	 	 	its investment manager 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Tom Secor
 	 
	 	 	Name:  	Tom Secor 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Second Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	Mariner LDC,

as a Lender

 	 
	 	By:  	Mariner Investment Group,
 	 
	 	 	as Investment Advisor 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                                  /s/ David Corleto
 	 
	 	 	Name:  	David Corleto 	 
	 	 	Title:  	Principal 	 
	 



[Signature Page to Second Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	Caspian Capital Partners, L.P.,

as a Lender

 	 
	 	By:  	Mariner Investment Group,
 	 
	 	 	as Investment Advisor 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                                  /s/ David Corleto
 	 
	 	 	Name:  	David Corleto 	 
	 	 	Title:  	Principal 	 
	 



[Signature Page to Second Amendment to Credit Agreement]







 









 








	 	 	 	 	 
	 	Caspian Corporate Loan Fund LLC,

as a Lender

 	 
	 	By:  	Mariner Investment Group LLC,
 	 
	 	 	as Investment Advisor 	 
	 	 	as a Term Lender 	 
	 
	 	 	 
	 	By:  	                        /s/ David Corleto
 	 
	 	 	Name:  	David Corleto 	 
	 	 	Title:  	Principal 	 
	 



[Signature Page to Second Amendment to Credit Agreement]



 









 








	 	 	 	 	 
	 	Caspian Select Credit Master Fund, Ltd.,

as a Lender

 	 
	 	By:  	Mariner Investment Group,
 	 
	 	 	as Investment Advisor 	 
	 	 	 	 
	 	By:  	                                                  /s/ David Corleto
 	 
	 	 	Name:  	David Corleto 	 
	 	 	Title:  	Principal 	 
	 



[Signature Page to Second Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	Caspian Alpha Long Credit Fund, L.P.,

as a Lender

 	 
	 	By:  	Mariner Investment Group LLC,
 	 
	 	 	as Investment Advisor 	 
	 	 	 	 
	 	By:  	                                                  /s/ David Corleto
 	 
	 	 	Name:  	David Corleto 	 
	 	 	Title:  	Principal 	 
	 



[Signature Page to Second Amendment to Credit Agreement]





 









 








	 	 	 	 	 
	 	Caspian Solitude Master Fund, L.P.,

as a Lender

 	 
	 	By:  	Mariner Investment Group LLC,
 	 
	 	 	as Investment Advisor 	 
	 	 	 	 
	 	By:  	                                                  /s/ David Corleto
 	 
	 	 	Name:  	David Corleto 	 
	 	 	Title:  	Principal 	 
	 



[Signature Page to Second Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	SPECTRUM ORIGINATION LLC,

as a Lender

 	 
	 	By:  	/s/ Jeffrey Schaffer
 	 
	 	 	Jeffrey A. Schaffer 	 
	 	 	Managing Member 	 
	 



[Signature Page to Second Amendment to Credit Agreement]







 









 








	 	 	 	 	 
	 	DSTAR, LTD.,

as a Lender

 	 
	 	By:  	Herbert E. Seif
 	 
	 	 	Name:  	Herbert E. Seif 	 
	 	 	Title:  	Managing Director,

Citigroup Alternative

Investments, LLC

Its Investment Adviser 	 
	 
	 	 	 
	 	By:  	                    /s/ James Duplessie
 	 
	 	 	Name:  	James Duplessie 	 
	 	 	Title:  	Managing Director,

Citigroup Alternative

Investments, LLC

Its Investment Adviser 	 
	 



[Signature Page to Second Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	CAI DISTRESSED DEBT OPPORTUNITY MASTER FUND, LTD.,

as a Lender

 	 
	 	By:  	/s/ Herbert E. Seif
 	 
	 	 	Name:  	Herbert E. Seif 	 
	 	 	Title:  	Managing Director,

Citigroup Alternative

Investments, LLC

Its Investment Adviser 	 
	 
	 	 	 
	 	By:  	                    /s/ James Duplessie
 	 
	 	 	Name:  	James Duplessie 	 
	 	 	Title:  	Managing Director,

Citigroup Alternative

Investments, LLC

Its Investment Adviser 	 
	 



[Signature Page to Second Amendment to Credit Agreement]








 









 








	 	 	 	 	 
	 	SPECIAL VALUE CONTINUATION PARTNERS, LP, 

as a Lender

TENNENBAUM OPPORTUNITIES PARTNERS V, LP, 

as a Lender

TENNENBAUM DIP OPPORTUNITY FUND, LLC,

as a Lender

 	 
	 	By:  	Tennenbaum Capital Partners, LLC,
 	 
	 	 	Investment Manager of each of the above companies 	 
	 
	 	By:  	                                                  /s/ David Hollander
 	 
	 	 	Name:  	David Hollander 	 
	 	 	Title:  	Partner 	 
	 



[Signature Page to Second Amendment to Credit Agreement]