exv10w1






Exhibit 10.1



 Execution Version


SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING

AND TERM CREDIT AGREEMENT




     This Second Amendment to Amended and Restated Revolving and Term Credit Agreement (this
“Amendment”), made as of September 30, 2011, among FORESTAR (USA) REAL ESTATE GROUP INC., a
Delaware corporation (“Borrower”), the undersigned Guarantors, KEYBANK NATIONAL ASSOCIATION, a
national banking association (“KeyBank”), and the other financial institutions party to the Credit
Agreement as lenders (each individually a “Lender” and collectively, “Lenders”), and KEYBANK
NATIONAL ASSOCIATION, as Agent for the Lenders (in such capacity, “Agent”) and Swing Line Lender.



W I T N E S S E T H:




     WHEREAS, Borrower, Guarantors, Lenders, Agent, Swing Line Lender, and KeyBanc Capital Markets,
as sole arranger and sole bookrunner, entered into that certain Amended and Restated Revolving and
Term Credit Agreement dated as of August 6, 2010, as amended by First Amendment to Amended and
Restated Revolving and Term Credit Agreement dated as of May 6, 2011 (as so amended, the “Credit
Agreement”), pursuant to which Lenders established a revolving credit facility and a term loan
facility for the benefit of Borrower; and



     WHEREAS, Borrower has requested that certain terms of the Credit Agreement be modified and
amended as hereinafter set forth; and



     WHEREAS, Lenders and Agent have agreed to such amendments as set forth herein, subject to the
terms and conditions hereinafter set forth;



     NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions
contained herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Amendment hereby agree that all capitalized terms used
but not defined herein shall have the meanings ascribed thereto in the Credit Agreement, and hereby
further agree as follows:



     1. Amendments to §1.1 of the Credit Agreement. Section 1.1 of the Credit Agreement,
Definitions, is hereby modified and amended by deleting the definitions of “Borrowing Base”
“Borrowing Base Assets”, “Permitted Refinancing Indebtedness” and “SPE Subsidiary” in their
entirety and by substituting the following new definitions in lieu thereof, respectively:



          Borrowing Base. As of any date of determination,





               (A) prior to the issuance of any Permitted Bond Indebtedness, the sum of the following
percentages of the Borrowing Base Assets:



          (a) forty-five percent (45%) of Timberland Value; plus




          (b) thirty-five percent (35%) of High Value Timberland Amount; plus




          (c) forty percent (40%) of Raw Entitled Land Value; plus




          (d) forty-five percent (45%) of Entitled Land Under Development Value; plus




          (e) sixty percent (60%) of Mineral Business Enterprise Value;




 









 









Provided, however, that the Borrowing Base shall be reduced by the amounts,
if any, by which (i) the portion of the Borrowing Base accounted for by clause (b) of this
definition would exceed twenty-five percent (25%) of the Borrowing Base, and (ii) the
portion of the Borrowing Base accounted for by clause (c) of this definition would exceed
twenty-five percent (25%) of the Borrowing Base; and provided further,
however, that the Borrowing Base shall be reduced by any reserve existing under
§9.1(a)(iii); and




               (B) effective upon the issuance of any Permitted Bond Indebtedness, the sum of the
following percentages of the Borrowing Base Assets:




          (a) forty-five percent (45%) of Timberland Value; plus




          (b) thirty-five percent (35%) of High Value Timberland Amount; plus




          (c) forty percent (40%) of Raw Entitled Land Value; plus




          (d) sixty percent (60%) of Mineral Business Enterprise Value;




Provided, however, that the Borrowing Base shall be reduced by the amounts,
if any, by which (i) the portion of the Borrowing Base accounted for by clause (b) of this
definition would exceed twenty-five percent (25%) of the Borrowing Base, and (ii) the
portion of the Borrowing Base accounted for by clause (c) of this definition would exceed
twenty-five percent (25%) of the Borrowing Base; and provided further,
however, that the Borrowing Base shall be reduced by any reserve existing under
§9.1(a)(iii).




          Borrowing Base Assets. The following assets:




               (A) prior to the issuance of any Permitted Bond Indebtedness, collectively, the
Timberland, the High Value Timberland, the Raw Entitled Land, the Entitled Land Under
Development and the Mineral Business. With respect to Borrowing Base Assets other than the
Mineral Business, parcels of Real Estate may from time to time move from one classification
of Borrowing Base Asset to another upon designation by Borrower on the Borrowing Base
Certificate most recently delivered to Agent, but can never be in more than one
classification at any point in time; and




               (B) effective upon the issuance of any Permitted Bond Indebtedness, collectively, the
Timberland, the High Value Timberland, the Raw Entitled Land, in each case to the extent
constituting Mortgaged Properties, and the Mineral Business. With respect to Borrowing Base
Assets other than the Mineral Business, parcels of Real Estate may from time to time move
from one classification of Borrowing Base Asset to another upon designation by Borrower on
the Borrowing Base Certificate most recently delivered to Agent, but can never be in more
than one classification at any point in time.




     In addition, from time to time, with the approval of the Required Lenders, additional
assets may be included in the Borrowing Base Assets, with percentages of the value thereof
included in the Borrowing Base similarly subject to the approval of the Required Lenders.

     
Permitted Refinancing Indebtedness. Any Indebtedness of the Loan Parties
issued in exchange for, or the net proceeds of which are used to extend, refinance, renew,



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replace, defease or refund, Permitted Existing Indebtedness, Indebtedness otherwise
permitted by this Agreement or other Permitted Refinancing Indebtedness of such Person,
provided, that:





     (a) the principal amount of such Indebtedness (not including accrued or capitalized
interest and premiums, fees and expenses) does not exceed the then outstanding principal
amount of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded
(or in the case of Indebtedness of Capitol of Texas Insurance Group Inc. with respect to the
Radisson Hotel in Austin, Texas, such Indebtedness will replace previously repaid Permitted
Existing Indebtedness and will not exceed a principal amount of $16,000,000);




     (b) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded is Permitted Existing Indebtedness which is Non-Recourse Indebtedness, the
Permitted Refinancing Indebtedness with respect thereto must also be Non-Recourse
Indebtedness; and




     (c) no Default or Event of Default has occurred and is continuing or would result from
the issuance or origination of such Indebtedness.




     SPE Subsidiary. A bankruptcy remote or other special purpose entity which is
initially a Subsidiary and which is formed for the purpose of, and engages in no material
business other than, issuing or incurring Non-Recourse Indebtedness (and in the case of
Capitol of Texas Insurance Group Inc., issuing surety bonds and letters of credit in an
aggregate amount of up to $10,000,000 outstanding and issued at any time and acting as a
Guarantor hereunder) and, in connection therewith, owning Non-Recourse Assets and pledging
or transferring interests therein, including, without limitation, a Subsidiary formed for
the purpose of constructing, acquiring, owning, developing and/or financing Non-Recourse
Assets as Multifamily Properties. A Subsidiary whose only material assets are Equity
Interests in SPE Subsidiaries shall be considered an SPE Subsidiary for purposes hereof.”



     2. Amendment to §3.1(b) of the Credit Agreement. §3.1(b) of the Credit Agreement,
Extension Option, is hereby modified and amended by deleting the last sentence thereof in
its entirety.



     3. Amendment to §6.18 of the Credit Agreement. §6.18 of the Credit Agreement,
Environmental Compliance, is hereby modified and amended by deleting the words “the
Forestar Form 10” found in clauses (a), (b), (c) and (d) thereof, and substituting therefor the
words “Forestar Group’s Annual, Quarterly or Current Reports, each as filed with the Securities and
Exchange Commission prior to September 30, 2011”.



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     4. Amendment to §9.1(c) of the Credit Agreement. §9.1(c) of the Credit Agreement,
Total Leverage Ratio, is hereby modified and amended by deleting the following language
from the end thereof: “provided, however, that during the Extension Period, the
Total Leverage Ratio as of the last day of any fiscal quarter may not exceed thirty percent (30%)”.



     5. Amendment to §9.3 of the Credit Agreement. §9.3 of the Credit Agreement, Value
to Commitment, is hereby modified and amended by deleting the ratio “1.60 to 1.0” at the end
thereof and substituting the ratio “1.50 to 1.0” in lieu thereof.



     6. No other Amendments. The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided or permitted herein, operate as an amendment or waiver of
any right, power or remedy of Agent or Lenders under the Credit Agreement or any of the other Loan
Documents, nor constitute an amendment or waiver of any provision of the Credit Agreement or any of
the other Loan Documents. Except for the amendments expressly set forth above, the text of the
Credit Agreement and all other Loan Documents shall remain unchanged and in full force and effect,
and Borrower and Guarantors hereby ratify and confirm their respective obligations thereunder, as
herein modified and amended. This Amendment shall not constitute a course of dealing with Agent or
Lenders at variance with the Credit Agreement or the other Loan Documents such as to require
further notice by Agent or Lenders to require strict compliance with the terms of the Credit
Agreement and the other Loan Documents in the future.



     7. Conditions of Effectiveness. This Amendment shall become effective as of the date
hereof when, and only when, Agent, on behalf of Lenders, shall have received, in form and substance
satisfactory to it, the following:



          (a) Counterparts of this Amendment duly executed by Borrower, each of the Guarantors and the
Required Lenders;




          (b) For the benefit of each Revolving Lender who executes this Amendment by 5:00 p.m. (CDT) on
September 30, 2011, the payment by Borrower of an amendment fee equal to 0.15% of the Commitment of
each such Lender, in immediately available funds, such fee being fully earned and non-refundable
when paid;




          (c) Additional Raw Entitled Land having an aggregate Raw Entitled Land Value of not less than
$68,180,270 and more particularly described on a Schedule delivered to Agent shall have become
Mortgaged Property, and the Mortgaged Property Documents for such Mortgaged Property shall have
been delivered to Agent granting a first-priority lien on such Mortgaged Property, subject only to
Permitted Liens. Borrower shall have paid to Agent any mortgage, recording, intangible,
documentary stamp or other similar taxes and charges which Agent reasonably determines to be
payable as a result of the recording of such Mortgaged Property documents to any state or any
county or municipality thereof in which any of such Mortgaged Properties are located, and delivered
to Agent such affidavits or other information which Agent reasonably determines to be necessary in
connection with such payment in order to insure that the Security Deeds on such Mortgaged Property
located in such state secures Borrower’s obligation with respect to the Loans.







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          (d) True and correct copies of resolutions of the Borrower that authorize the execution,
delivery and performance of this Amendment and the other documents executed in connection herewith;




          (e) The representations and warranties made pursuant to Section 8 of this Amendment shall be
true and correct; and




          (f) Payment of all reasonable and documented expenses incurred by Agent in connection with the
execution and delivery of this Amendment, together with reasonable fees and actually incurred
expenses of Agent’s counsel with respect to this Amendment and other post-closing matters, in each
case to the extent invoiced at least one (1) Business Day prior to the date hereof.




     8. Representations and Warranties. Each of the Loan Parties represents and warrants
as follows:



          (a) The execution, delivery and performance by Borrower and each Guarantor of this Amendment
are within each such party’s legal powers, have been duly authorized by all necessary shareholder,
partner or member action and do not contravene (i) Borrower’s or any such Guarantor’s
Organizational Documents, respectively, or (ii) any law or contractual restriction binding on or
affecting such Person;




          (b) No authorization, approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body, except for those already obtained or made and the filing
of Security Documents delivered in connection herewith in the appropriate records office with
respect thereto, is required for the due execution, delivery and performance by Borrower or any
Guarantor of this Amendment;




          (c) This Amendment constitutes the legal, valid and binding obligations of each such party,
enforceable against such Person in accordance with their respective terms, provided that
enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction
and other similar laws affecting enforcement of creditor’s rights generally and except to the
extent that availability of the remedy of specific performance or injunctive relief is subject to
the discretion of the court before which any proceeding therefore may be brought;




          (d) All of the representations and warranties of the Loan Parties in the Loan Documents are
true and correct in all material respects as of the date hereof (or if such representations and
warranties by their terms relate solely to an earlier date, then as of such earlier date); and




          (e) No Default or Event of Default is existing and none would result, in each case upon this
Amendment becoming effective and after giving effect hereto.




     9. Reaffirmation of Guaranty. By execution of this Amendment, each Guarantor
reaffirms and restates its guaranty of the Obligations pursuant to the Guaranty Agreement and
agrees that its obligations thereunder are not released, diminished, impaired or reduced or
otherwise adversely affected by this Amendment.



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     10. Reference to and Effect on the Loan Documents. Upon the effectiveness of this
Amendment, on and after the date hereof: each reference in the Credit Agreement to “this
Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, and
each reference in the other Loan Documents to the “Credit Agreement,” “thereunder,” “thereof” or
words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement as amended and modified hereby.



     11. Costs, Expenses and Taxes. Borrower agrees to pay on demand all reasonable
out-of-pocket expenses of Agent actually incurred in connection with the preparation, execution and
delivery of this Amendment and the other instruments and documents to be delivered hereunder,
including, without limitation, the reasonable fees and out-of-pocket expenses of Agent’s counsel
with respect thereto and with respect to advising Agent as to its rights and responsibilities
hereunder and thereunder.



     12. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the conflict of laws principles thereof.



     13. Loan Document. This Amendment shall be deemed to be a Loan Document for all
purposes.



     14. Exhibits and Schedules. The Exhibits and Schedules attached to this Amendment are
hereby incorporated herein by this reference.



     15. Counterparts. This Amendment may be executed by one or more of the parties hereto
on any number of separate counterparts, each of which shall be deemed an original and all of which,
taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed
counterpart of this Amendment by facsimile or other electronic transmission shall be as effective
as delivery of a manually executed counterpart hereof.



[The remainder of this page is intentionally left blank]





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     IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the date
first set forth above.



	 	 	 	 	 
	 	BORROWER:




FORESTAR (USA) REAL ESTATE GROUP INC., a Delaware corporation

 	 
	 	By:  	/s/ Christopher L. Nines
 	 
	 	 	Name:  	Christopher L. Nines 	 
	 	 	Its: Chief Financial Officer 	 
	 



[SIGNATURES CONTINUED ON FOLLOWING PAGE]



Second Amendment to Forestar A&R Credit Agreement









 









 








[Execution of Second Amendment to Amended and Restated

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 
	 	GUARANTORS:



FORESTAR GROUP INC., a Delaware corporation

 	 
	 	By:  	/s/ Christopher L. Nines
 	 
	 	 	Name:  	Christopher L. Nines 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	FORESTAR MINERALS LLC, a Delaware 
limited liability company

 	 
	 	By:  	/s/ Christopher L. Nines
 	 
	 	 	Name:  	Christopher L. Nines 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	FORESTAR OIL & GAS LLC, a Delaware
 limited liability company

 	 
	 	By:  	/s/ Christopher L. Nines
 	 
	 	 	Name:  	Christopher L. Nines 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



[SIGNATURES CONTINUED ON FOLLOWING PAGE]



Second Amendment to Forestar A&R Credit Agreement







 









 








[Execution of Second Amendment to Amended and Restated

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 
	 	GUARANTORS (cont’d):



FORESTAR REALTY INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Christopher L. Nines
 	 
	 	 	Name:  	Christopher L. Nines 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	FORESTAR HOTEL HOLDING COMPANY

INC., a Nevada corporation

 	 
	 	By:  	/s/ Christopher L. Nines
 	 
	 	 	Name:  	Christopher L. Nines 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CAPITOL OF TEXAS INSURANCE GROUP

INC., a Delaware corporation

 	 
	 	By:  	/s/ Christopher L. Nines
 	 
	 	 	Name:  	Christopher L. Nines 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	SWR HOLDINGS LLC, a Delaware limited
 liability company

 	 
	 	By:  	/s/ Christopher L. Nines
 	 
	 	 	Name:  	Christopher L. Nines 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	SUSTAINABLE WATER RESOURCES LLC, a Texas limited liability company

 	 
	 	By:  	/s/ Christopher L. Nines
 	 
	 	 	Name:  	Christopher L. Nines 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



[SIGNATURES CONTINUED ON FOLLOWING PAGE]



Second Amendment to Forestar A&R Credit Agreement







 









 








[Execution of Second Amendment to Amended and Restated

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 
	 	GUARANTORS (cont’d):



HARBOR LAKES GOLF CLUB LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ Christopher L. Nines
 	 
	 	 	Name:  	Christopher L. Nines 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	JOHNSTOWN FARMS, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ Christopher L. Nines
 	 
	 	 	Name:  	Christopher L. Nines 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	SAN JACINTO I, LLC,

a Texas limited liability company

 	 
	 	By:  	/s/ Christopher L. Nines
 	 
	 	 	Name:  	Christopher L. Nines 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



[SIGNATURES CONTINUED ON FOLLOWING PAGE]



Second Amendment to Forestar A&R Credit Agreement





 









 








[Execution of Second Amendment to Amended and Restated

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION, as a

Lender, as Swing Line Lender and as Agent

 	 
	 	By:  	/s/ Nathan Weyer
 	 
	 	 	Name:  	Nathan Weyer 	 
	 	 	Title:  	Vice President 	 
	 



KeyBank National Association

1200 Abernathy Road, NE

Suite 1550

Atlanta, Georgia 30328

Attn: Daniel Silbert

Facsimile: (770) 510-2195



Second Amendment to Forestar A&R Credit Agreement




 









 








	 	 	 	 	 
	 	[Execution Continued]




AgFIRST FARM CREDIT BANK, as a lender

 	 
	 	By:  	/s/ Matt Jeffords
 	 
	 	 	Name:  	Matt Jefford 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Address:




1401 Hampton Street

Columbia, SC 29201




[SIGNATURE CONTINUED ON THE FOLLOWING PAGE]



Second Amendment to Forestar A&R Credit Agreement







 









 








                [Execution Continued]




	 	 	 	 	 
	 	NORTHWEST FARM CREDIT SERVICES,

PCA, as a lender

 	 
	 	By:  	/s/ Carol L. Sobson
 	 
	 	 	Name:  	Carol L. Sobson 	 
	 	 	Title:  	Vice President 	 
	 



Address:




1700 South Assembly Street

Spokane, WA 99224




[SIGNATURE CONTINUED ON THE FOLLOWING PAGE]



Second Amendment to Forestar A&R Credit Agreement








 









 








                [Execution Continued]




	 	 	 	 	 
	 	AMEGY BANK NATIONAL ASSOCIATION, as a lender

 	 
	 	By:  	/s/Kelly Nash
 	 
	 	 	Name:  	Kelly Nash 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Address:




4400 Post Oak Parkway

Houston, TX 77027




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Second Amendment to Forestar A&R Credit Agreement








 









 








                [Execution Continued]




	 	 	 	 	 
	 	CAPITAL ONE N.A., as a lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Address:




901 South Mopac

Building 1, Suite 500

Austin, TX 78746




[SIGNATURE CONTINUED ON THE FOLLOWING PAGE]



Second Amendment to Forestar A&R Credit Agreement








 









 








           [Execution Continued]




	 	 	 	 	 
	 	METROPOLITAN LIFE INSURANCE COMPANY, 
as a lender

 	 
	 	By:  	/s/ C. Ray Smith
 	 
	 	 	Name:  	C. Ray Smith 	 
	 	 	Title:  	Regional Director 	 
	 



Address:




6750 Poplar Avenue

Suite 109

Germantown, TN 38138




[SIGNATURE CONTINUED ON THE FOLLOWING PAGE]



Second Amendment to Forestar A&R Credit Agreement





 












 





	 	 	 	 	 
	 	[Execution Continued]




TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, as a lender

 	 
	 	By:  	/s/ Mike McConnell
 	 
	 	 	Name:  	Mike McConnell 	 
	 	 	Title:  	Senior Vice President 	 
	 



Address:




114 West 7th Street

Suite 300

Austin, TX 78701




[SIGNATURE CONTINUED ON THE FOLLOWING PAGE]


Second Amendment to Forestar A&R Credit Agreement




 









 





	 	 	 	 	 
	 	[Execution Continued]




GOLDMAN SACHS BANK USA, as a lender

 	 
	 	By:  	/s/ Rick Canonico
 	 
	 	 	Name:  	Rick Canonico 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Address:




200 West Street

New York, NY 10282




[SIGNATURE CONTINUED ON THE FOLLOWING PAGE]



Second Amendment to Forestar A&R Credit Agreement



 









 





	 	 	 	 	 
	 	[Execution Continued]



UNITED FCS, PCA, d/b/a FCS COMMERCIAL FINANCE GROUP, successor in interest to

AgCountry Farm Credit Services, PCA, d/b/a FCS Commercial Financial [sic]
Group, as a lender

 	 
	 	By:  	/s/ Lisa Caswell
 	 
	 	 	Name:  	Lisa Caswell 	 
	 	 	Title:  	Vice President 	 
	 



Address:




600 Highway 169 South

Suite 850

Minneapolis, MN 55426




[SIGNATURE CONTINUED ON THE FOLLOWING PAGE]



Second Amendment to Forestar A&R Credit Agreement




 









 





	 	 	 	 	 
	 	[Execution Continued]




JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as a lender

 	 
	 	By:  	/s/ Joe Carroll
 	 
	 	 	Name:  	Joe Carroll 	 
	 	 	Title:  	Senior Vice President 	 
	 



Address:




221 West 6th Street

2nd Floor

Austin, TX 78701




[SIGNATURE CONTINUED ON THE FOLLOWING PAGE]



Second Amendment to Forestar A&R Credit Agreement



 









 





	 	 	 	 	 
	 	[Execution Continued]



EATON VANCE FLOATING-RATE INCOME TRUST, as a lender

 	 
	 	By:  	EATON VANCE MANAGEMENT, as 
Investment Advisor
 	 
	 	 	 
	 	By:  	/s/ Michael Botthof
 	 
	 	 	Name:  	Michael Botthof 	 
	 	 	Title:  	Vice President 	 
	 



Address:




2 International Place

9th Floor

Boston, MA 02110




[SIGNATURE CONTINUED ON THE FOLLOWING PAGE]



Second Amendment to Forestar A&R Credit Agreement



 









 





	 	 	 	 	 
	 	[Execution Continued]




EATON VANCE INSTITUTIONAL SENIOR
 LOAN FUND, as a lender

 	 
	 	By:  	EATON VANCE MANAGEMENT, as 
Investment Advisor
 	 
	 	 	 
	 	By:  	/s/ Michael Botthof
 	 
	 	 	Name:  	Michael Botthof 	 
	 	 	Title:  	Vice President 	 
	 



Address:




2 International Place

9th Floor

Boston, MA 02110




[SIGNATURE CONTINUED ON THE FOLLOWING PAGE]



Second Amendment to Forestar A&R Credit Agreement



 









 





	 	 	 	 	 
	 	[Execution Continued]




EATON VANCE LIMITED DURATION INCOME FUND, as a lender

 	 
	 	By:  	EATON VANCE MANAGEMENT, as
 Investment Advisor
 	 
	 	 	 
	 	By:  	/s/ Michael Botthof
 	 
	 	 	Name:  	Michael Botthof 	 
	 	 	Title:  	Vice President 	 
	 



Address:




2 International Place

9th Floor

Boston, MA 02110




[SIGNATURE CONTINUED ON THE FOLLOWING PAGE]



Second Amendment to Forestar A&R Credit Agreement




 









 





	 	 	 	 	 
	 	[Execution Continued]




EATON VANCE SENIOR FLOATING-RATE TRUST, as a lender

 	 
	 	By:  	EATON VANCE MANAGEMENT, as
 Investment Advisor
 	 
	 	 	 
	 	By:  	/s/ Michael Botthof
 	 
	 	 	Name:  	Michael Botthof 	 
	 	 	Title:  	Vice President 	 
	 



Address:




2 International Place

9th Floor

Boston, MA 02110




[SIGNATURE CONTINUED ON THE FOLLOWING PAGE]




Second Amendment to Forestar A&R Credit Agreement



 









 





	 	 	 	 	 
	 	[Execution Continued]



GRAYSON & CO, as a lender

 	 
	 	By:  	BOSTON MANAGEMENT AND RESEARCH, 
as Investment Advisor
 	 
	 	 	 
	 	By:  	/s/ Michael Botthof
 	 
	 	 	Name:  	Michael Botthof 	 
	 	 	Title:  	Vice President 	 
	 



Address:




2 International Place

9th Floor

Boston, MA 02110




[SIGNATURE CONTINUED ON THE FOLLOWING PAGE]



Second Amendment to Forestar A&R Credit Agreement




 









 





	 	 	 	 	 
	 	[Execution Continued]




SENIOR DEBT PORTFOLIO, as a lender

 	 
	 	By:  	BOSTON MANAGEMENT AND RESEARCH, 
as Investment Advisor
 	 
	 	 	 
	 	By:  	/s/ Michael Botthof
 	 
	 	 	Name:  	Michael Botthof 	 
	 	 	Title:  	Vice President 	 
	 



Address:




2 International Place

9th Floor

Boston, MA 02110




[SIGNATURE CONTINUED ON THE FOLLOWING PAGE]



Second Amendment to Forestar A&R Credit Agreement