Exhibit 10.1
	 

	 
		FIRST AMENDMENT
	 

	 
		FIRST AMENDMENT, dated as of July 18, 2007
		(this “Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT,
		dated as of May 8, 2007 (as amended, supplemented or otherwise modified from
		time to time, the “Credit Agreement”), among ENDURANCE SPECIALTY
		HOLDINGS LTD., a company organized under the laws of Bermuda (the “Parent
		Borrower”), the Designated Subsidiary Borrowers (as defined in the Credit
		Agreement) from time to time parties thereto, the lending institutions listed
		from time to time on Schedule I to the Credit Agreement (each a
		“Lender” and, collectively, the “Lenders”), and JPMORGAN
		CHASE BANK, N.A., as Administrative Agent (the “Administrative
		Agent”). 
	 

	 
		W
		I T
		N E
		S S
		E T
		H :
	 

	 
		WHEREAS, the Parent Borrower, the Designated
		Subsidiary Borrowers, the Lenders and the Administrative Agent are parties to
		the Credit Agreement; 
	 

	 
		WHEREAS, the Parent Borrower and the
		Designated Subsidiary Borrowers have requested, and upon this Amendment
		becoming effective, the Required Lenders have agreed, to amend certain
		provisions of the Credit Agreement upon the terms and conditions set forth
		herein.
	 

	 
		NOW, THEREFORE, the parties hereto agree as
		follows:
	 

	 
		SECTION 1. AMENDMENTS TO CREDIT
		AGREEMENT
	 

	 
		1.1  Amendment of Section 8.07 Restricted
		Payments. Section 8.07 is hereby
		amended in its entirety:
	 

	 
		“The Parent Borrower will not declare
		or pay any dividends, purchase, redeem, retire, defease or otherwise acquire
		for value any of its Equity Interests now or hereafter outstanding, return any
		capital to its stockholders, partners or members (or the equivalent Persons
		thereof) as such, make any distribution of assets, Equity Interests,
		obligations or securities to its stockholders, partners or members (or the
		equivalent Persons thereof) as such, or permit any of its Subsidiaries to
		purchase, redeem, retire, defease or otherwise acquire for value any Equity
		Interests in the Parent Borrower, if, in any case referred to above, a Default
		or Event of Default shall have occurred and be continuing at the time of such
		action or would result therefrom. Notwithstanding the foregoing, the Parent
		Borrower and its Subsidiaries may declare and pay dividends in respect of any
		Preferred Securities if, at the time of and after giving effect to such
		dividend, no Default under Sections 9.01, 9.04 or 9.05 shall have occurred and
		be continuing.” 
	 

	 
		1.2  Amendment of Section 10 Definitions. a) Section 10 is hereby amended by inserting as
		appropriate in alphabetical order the definition of “Preferred
		Securities” which shall mean: 
	 

	 
		“Preferred Securities” shall mean
		any preferred Equity Interests (or capital stock) of such Person that has
		preferential rights with respect to dividends or redemptions or upon
		liquidation or dissolution of such Person over shares of common Equity
		Interests (or capital stock) 
	 

	 
		 
	 

	 
		 
	 



	 
	 


	 
		of any other class of such Person.
	 

	 
		b) Section 10 is hereby amended by deleting
		in its entirety the definition of “Indebtedness” and inserting in
		lieu thereof: 
	 

	 
		“Indebtedness” of any Person shall
		mean, without duplication, (i) all indebtedness of such Person for borrowed
		money, (ii) the deferred purchase price of assets or services which in
		accordance with GAAP would be shown on the liability side of the balance sheet
		of such Person, (iii) the face amount of all letters of credit issued for the
		account of such Person and, without duplication, all drafts drawn thereunder,
		(iv) all indebtedness of a type referred to in clauses (i) through (iii) or (v)
		through (vii) of this definition of a second Person secured by any Lien on any
		property owned by such first Person, whether or not such Indebtedness has been
		assumed, (v) all capitalized lease obligations of such Person, (vi) all
		obligations of such Person under Interest Rate Protection Agreements and (vii)
		all Contingent Obligations of such Person with respect to any of the foregoing;
		provided that, Indebtedness shall not include (x) trade payables
		(including payables under insurance contracts and reinsurance payables) and
		accrued expenses, in each case arising in the ordinary course of business, (y)
		obligations with respect to Policies and (z) Preferred Securities.
	 

	 
		SECTION 2. MISCELLANEOUS
	 

	 
		2.1  Effectiveness.
		This Amendment shall become effective as of the date (the “First Amendment Effective Date”) of receipt by the Administrative Agent of
		counterparts hereof duly executed by the Parent Borrower, the Designated
		Subsidiary Borrowers and Lenders constituting the Required Lenders.
	 

	 
		2.2  Representations and Warranties. To induce the Lenders parties hereto to enter into
		this First Amendment, each Borrower hereby represents and warrants to the
		Administrative Agent and all of the Lenders as of the First Amendment Effective
		Date that the representations and warranties made by such Borrower in the
		Loan Documents are true and correct in all material respects on and as of the
		First Amendment Effective Date, before and after giving effect to the
		effectiveness of this First Amendment, as if made on and as of the First
		Amendment Effective Date, provided that, any representation or warranty made as
		of a specified earlier date need only be true and correct in all material
		respects as of such specified earlier date.
	 

	 
		2.3  No Other Amendments Confirmation. Except as expressly amended, modified and supplemented
		hereby, the Credit Agreement is, and shall remain, in full force and effect in
		accordance with its terms.
	 

	 
		2.4  Payment of Expenses. The Parent Borrower agrees to reimburse the Lender for
		all reasonable fees, costs and expenses, including the reasonable fees, costs
		and expenses of counsel or other advisors for advice, assistance or other
		representation in connection with this Amendment.
	 

	 
		2.5  Counterparts.
		This Amendment may be executed by one or more of the parties hereto on any
		number of separate counterparts, and all of said counterparts taken together
		shall be deemed to constitute one and the same instrument. A set of the copies
		of this 
	 

	 
		 
	 

	 
		 
	 



	 
	 


	 
		Amendment signed by all the parties shall be
		lodged with the Parent Borrower and the Administrative Agent. This Amendment
		may be delivered by facsimile transmission of the relevant signature pages
		hereof.
	 

	 
		2.6  GOVERNING LAW. AS PROVIDED IN SECTION 12.08 OF THE CREDIT AGREEMENT,
		THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS (OTHER THAN LETTERS OF CREDIT
		ISSUED UNDER THE LAWS OF ENGLAND AND WALES AND THE LAWS OF OTHER JURISDICTIONS,
		AS AGREED TO BETWEEN THE APPLICABLE BORROWER AND THE ISSUING LENDER IN
		ACCORDANCE WITH SECTIONS 2A.01 AND 2B.01) AND THE RIGHTS AND OBLIGATIONS OF THE
		PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
		GOVERNED BY THE LAW OF THE STATE OF NEW YORK AND ANY LEGAL ACTION OR PROCEEDING
		WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT (OTHER THAN WITH
		RESPECT TO LETTERS OF CREDIT ISSUED UNDER THE LAWS OF THE UNITED KINGDOM IN
		ACCORDANCE WITH SECTIONS 2A.01 and 2B.01) MAY BE BROUGHT IN THE COURTS OF THE
		STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW
		YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH BORROWER AND EACH
		LENDER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
		GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
		COURTS. 
	 

	 
		[Signature page to follow]
	 

	 
		 
	 

	 
		 
	 



	 
	 


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

	 
		 
	 

	 
			
				
				  Address:
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Wellesley House

				  90 Pitts Bay Road

				  Pembroke HM 08

				  Bermuda

				

			 	
				
				   
				

			 	
				
				  ENDURANCE SPECIALTY HOLDINGS
				  LTD.
				

			 
	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ John V. Del Col
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  John V. Del Col
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  General Counsel &
				  Secretary
				

			 
	
				
				  Attention:     Michael
				  McGuire
 Telephone:   +1
				  (441) 278-0943
 Facsimile:    +1 (441) 278-0493
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Wellesley House

				  90 Pitts Bay Road

				  Pembroke HM 08

				  Bermuda

				

			 	
				
				   
				

			 	
				
				  ENDURANCE SPECIALTY INSURANCE
				  LTD.
				

			 
	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ John V. Del Col
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  John V. Del Col
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  General Counsel &
				  Secretary
				

			 
	
				
				                       Michael
				  McGuire
 Telephone:   +1
				  (441) 278-0943
 Facsimile:
				     +1 (441) 278-0493
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  1209 Orange Street

				  Wilmington, Delaware 19801

				

			 	
				
				   
				

			 	
				
				  ENDURANCE U.S. HOLDINGS CORP.

				

			 
	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Kenneth J. LeStrange

				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Kenneth J. LeStrange
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Chairman of the Board and
				  President
				

			 
	
				
				  Attention:     Emily Canelo,
				  Esq.
 Telephone:   +1
				  (914) 468-8000
 Facsimile:
				     +1 (914) 997-0331
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  4th Floor, 2 Minster
				  Court
 London, EC3R 7BB

				  United Kingdom

				

			 	
				
				   
				

			 	
				
				  ENDURANCE WORLDWIDE HOLDINGS
				  LIMITED
				

			 
	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Simon Minshall
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Simon Minshall
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Chief Financial Officer
				

			 
	
				
				  Attention:     Simon
				  Minshall
 Telephone:   +44 (0)20 7337
				  2830
 Facsimile:    +44
				  (0)20 7337 2900
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		First Amendment Signature Page

	 

	 
		 
	 



	 
	 


	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  4th Floor, 2 Minster
				  Court
 London, EC3R 7BB

				  United Kingdom

				

			 	
				
				   
				

			 	
				
				  ENDURANCE WORLDWIDE INSURANCE
				  LIMITED
				

			 
	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Simon Minshall
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Simon Minshall
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Chief Financial Officer
				

			 
	
				
				  Attention:     Simon
				  Minshall
 Telephone:   +44 (0)20 7337
				  2830
 Facsimile:    +44
				  (0)20 7337 2900
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  JPMORGAN CHASE BANK, N.A.,
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				      as
				  Administrative Agent, Issuing Agent and a Lender
				

			 
	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Erin O’Rourke
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Erin O’Rourke
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Executive Director
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  WACHOVIA BANK, N.A.
				

			 
	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ William R. Goley
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  William R. Goley
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Director
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  ING BANK N.V., LONDON BRANCH
				

			 
	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ N.J. Marchant
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  N.J. Marchant
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Director
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  /s/ M.E.R. Sherman
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  M.E.R. Sherman
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Managing Director
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  BANK OF AMERICA, N.A.
				

			 
	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Debra Basler
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Debra Basler
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Senior Vice President
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		First Amendment Signature Page

	 

	 
		 
	 



	 
	 


	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  BARCLAYS BANK PLC
				

			 
	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Patrizia Calabro
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Patrizia Calabro
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Manager
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  LLOYDS TSB BANK PLC
				

			 
	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Jason Eperon
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Jason Eperon
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Director, Financial Institutions,
				  USA
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  /s/ Candi Obrentz
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:  
				

			 	
				
				  Candi Obrentz
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				  Associate Director, Financial
				  Institutions, USA
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  THE BANK OF NEW YORK
				

			 
	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  CALYON NEW YORK BRANCH
				

			 
	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  THE ROYAL BANK OF SCOTLAND
				  PLC,
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				      Greenwich
				  Capital Markets, Inc. as agent for 
    The Royal Bank
				  of Scotland plc
				

			 
	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ David Howes
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  David Howes
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		First Amendment Signature Page

	 

	 
		 
	 



	 
	 


	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  DEUTSCHE BANK AG NEW YORK
				  BRANCH
				

			 
	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  THE BANK OF NOVA SCOTIA
				

			 
	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  LANDESBANK HESSEN-THÜRINGEN NEW
				  YORK BRANCH
				

			 
	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  BNP PARIBAS
				

			 
	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  COMERICA BANK
				

			 
	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Chatphet Saipetch
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Chatphet Saipetch
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		First Amendment Signature Page

	 

	 
		 
	 



	 
	 


	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  MERRILL LYNCH COMMERCIAL FINANCE

				       CORPORATION
				

			 
	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ David Millett
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  David Millett
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  GOLDMAN SACHS CREDIT
				  PARTNERS
     L.P.
				

			 
	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				  

				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		First Amendment Signature Page