Exhibit 10.1


 


THIRD AMENDMENT TO


SEVENTH AMENDED AND RESTATED CREDIT
AGREEMENT


 





 



 


This
THIRD AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)
dated as of May 12, 2020 is made by and among FREEDOMROADS, LLC, a Minnesota limited liability
company (the “Company”), each of the Subsidiaries of the Company party
hereto as borrowers (together with the Company, collectively, the “Borrowers”,
and each individually, a “Borrower”), FREEDOMROADS INTERMEDIATE
HOLDCO, LLC, a Minnesota limited liability company (“FRI”),
and each of the Subsidiaries of the Company party hereto as guarantors (collectively, the “Subsidiary Guarantors”,
and together with FRI, collectively, the “Guarantors”,
and each individually, a “Guarantor”), BANK OF AMERICA, N.A.,
a national banking association organized and existing under the laws of the United States (“Bank of America”),
in its capacity as administrative agent (in such capacity, the “Administrative Agent”),
and each of the Lenders signatory hereto.


 


W I T N E S S E T H:


 


WHEREAS, the
Borrowers, the Administrative Agent and the Lenders have entered into that certain Seventh Amended and Restated Credit Agreement
dated as of December 12, 2017 (as previously amended, as hereby amended and as from time to time hereafter further amended, modified,
supplemented, restated, or amended and restated, the “Credit Agreement”), pursuant to which the Lenders
have made available to the Borrowers various credit facilities (capitalized terms used in this Agreement and not otherwise defined
herein shall have the respective meanings given thereto in the Credit Agreement); and


 


WHEREAS, the
Borrowers anticipate that the global economy and their business will be affected by the COVID-19 virus epidemic and related governmental
orders;


 


WHEREAS, the
Borrowers have requested the Administrative Agent and the Lenders to amend the Credit Agreement, as set forth herein, in order
to provide some relief to Borrowers and their business; and


 


WHEREAS, the
Administrative Agent and the Lenders are willing to amend the Credit Agreement, on the terms and conditions set forth herein;


 


NOW, THEREFORE,
in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:


 






     


     


    

 


1.             Amendments
to Credit Agreement. Subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended as follows:


 


(a)              
The following definitions are added to Section 1.02 of the Credit Agreement, in the appropriate alphabetical order:




“Applicable
FLAIR Maximum Percentage” means: (a) at all times prior to the FLAIR Expansion Period, 20%, (b) during the FLAIR Expansion
Period, 30%, and (c) at all times after the FLAIR Expansion Period, 20%.


 


“Current
Ratio Relief Notice” has the meaning specified in Section 7.22.


 


“Current
Ratio Reduction Period” means the period from the first day after the Request Month through the last day of the fourth
month following the Request Month.


 


“FLAIR
Expansion Period” means the period from the Third Amendment Effective Date through August 31, 2020.


 


“Request
Month” has the meaning specified in Section 7.22.


 


“Revolving
Credit Restriction Period” means the period from the Third Amendment Effective Date through July 31, 2020.


 


“Third
Amendment” means that certain Third Amendment to Seventh Amended and Restated Credit Agreement dated as of May 12, 2020
among the Company, the other Borrowers parties thereto, FRI, the Subsidiary Guarantors parties thereto, the Administrative Agent
and the Lenders parties thereto.


 


“Third
Amendment Effective Date” has the meaning assigned thereto in the Third Amendment.


 


(b)               The
definition of “Floor Plan Applicable Rate”, in Section 1.02 of the Credit Agreement, is amended in its entirety
so that, as amended, it reads as follows:


 


“Floor
Plan Applicable Rate” means, from time to time, the following percentages per annum, based upon the Consolidated Current
Ratio as set forth below:


 


(a)       at
all times, except during the Current Ratio Reduction Period:


 


	Floor Plan Applicable Rate
	Pricing

 Level	 	Consolidated Current Ratio	 	Floating

 LIBOR 
Rate Loans	 	 	Base 
Rate

 Loans	 
	I	 	Greater than 1.250 to 1.000	 	 	2.05	%	 	 	0.55	%
	II	 	Greater than 1.220 to 1.000 but less than or equal to 1.250 to 1.000	 	 	2.15	%	 	 	0.65	%
	III	 	Greater than 1.200 to 1.000 but less than or equal to 1.220 to 1.000	 	 	2.35	%	 	 	0.85	%
	IV	 	Less than or equal to 1.200 to 1.000	 	 	2.50	%	 	 	1.00	%





 






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and


 


(b)       at
all times during the Current Ratio Reduction Period:


 


	Floor Plan Applicable Rate
	Pricing

 Level	 	Consolidated Current Ratio	 	Floating 

LIBOR 
Rate Loans	 	 	Base 
Rate 

Loans	 
	I	 	Greater than 1.250 to 1.000	 	 	2.05	%	 	 	0.55	%
	II	 	Greater than 1.220 to 1.000 but less than or equal to 1.250 to 1.000	 	 	2.15	%	 	 	0.65	%
	III	 	Greater than 1.200 to 1.000 but less than or equal to 1.220 to 1.000	 	 	2.35	%	 	 	0.85	%
	IV	 	Greater than or equal to 1.180 to 1.000 but less than or equal to 1.200 to 1.000	 	 	2.50	%	 	 	1.00	%
	V	 	Less than 1.180 to 1.000	 	 	3.00	%	 	 	1.50	%




 


provided, in each
case, that (i) commencing on the Effective Date, the Applicable Rate for Floor Plan Loans will be 2.15% in the case of Floor
Plan Loans that are Floating LIBOR Rate Loans, and 0.65% in the case of Floor Plan Loans that are Base Rate Loans and (ii)
commencing in January 2018, the Applicable Rate for any month shall be determined by reference to the applicable grid above
and the Consolidated Current Ratio as set forth in the most recent monthly Compliance Certificate (each, a “Monthly
Compliance Certificate”) received by the Administrative Agent pursuant to Section 6.02 delivered with the
financial statements delivered pursuant to Section 6.01(a) for the monthly period then ended. Any increase or decrease
in the Applicable Rate resulting from a change in the Consolidated Current Ratio shall become effective as of the first day
(the “Rate Change Effective Date”) of the calendar month immediately following the date a Monthly
Compliance Certificate is delivered pursuant to Section 6.02 (but, in each case, the resulting Applicable Rate on such
Rate Change Effective Date shall be based on the grid in effect on such Rate Change Effective Date, and the Applicable Rate
on any subsequent date shall be based on the grid in effect on such date); provided, however, that if a
Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level IV (or, during the
Current Ratio Relief Period, Pricing Level V) shall apply as of the first day of the calendar month after the date on which
such Compliance Certificate was required to have been delivered until the first day of the calendar month after the date a
Compliance Certificate is timely delivered (but nothing contained in this definition shall be deemed to waive any Default
arising from the failure to deliver any Compliance Certificate when due); provided further that (subject to the preceding
proviso) the Floor Plan Applicable Rate for the entire month of January of each calendar year will be determined based on the
Consolidated Current Ratio as set forth in the Compliance Certificate as of the last day of November in the previous calendar
year. Notwithstanding anything to the contrary contained in this definition, the determination of the Floor Plan Applicable
Rate for any period shall be subject to the provisions of Section 2.14(b).


 






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(c)              
Section 2.04(c) of the Credit Agreement is amended by deleting the phrase “20% of” and inserting in its
place the phrase “the Applicable FLAIR Maximum Percentage multiplied by”.


 


(d)              
The following sub-section (c) is added at the end of Section 2.05 of the Credit Agreement:


 


    (c)       Notwithstanding
anything to the contrary contained in this Agreement, the Lenders shall not make Revolving Credit Loans, and the Borrowers shall
not request any Revolving Credit Loans to be made, during the Revolving Credit Restriction Period.


 


(e)              
The following paragraph is added at the end of Section 7.22 of the Credit Agreement:


 


Notwithstanding
the foregoing, the Company shall have a one-time option to request a temporary four-month reduction of the minimum Consolidated
Current Ratio levels, as follows: At any time during 2020 or the first seven Business Days of 2021, the Company may deliver an
irrevocable written notice (the “Current Ratio Relief Notice”) to the Administrative Agent, requesting the changes
in the minimum Consolidated Current Ratio described in clauses (a) – (c), below. The Current Ratio Relief Notice shall also
specifically identify the month that will constitute the Request Month for the purposes of this Section (such month specified in
the Current Ratio Relief Notice being referred to herein as the “Request Month”); provided that (x) the
Request Month must be a month in 2020 and (y) the Request Month and the timing of delivery of the Current Ratio Relief Notice must
satisfy the requirements of clause (iii), below. Upon the Administrative Agent’s receipt of the Current Ratio Relief Notice,
the minimum Consolidated Current Ratio required pursuant to this Section 7.22, for each of the following dates, shall be:


 


    (a)       1.160
to 1.000 as of last day of the Request Month and the last day of each of the first two months following the Request Month,


 


    (b)       1.170
to 1.000 as of the last day of the third month following the Request Month, and


 


    (c)       1.180
to 1.000 as of the last day of the fourth month following the Request Month and at all times thereafter.


 


The Borrower
(i) may only deliver the Current Ratio Relief Notice in 2020 or during the first seven Business Days of 2021, (ii) may only deliver
the Current Ratio Relief Notice once, and (iii) must deliver such notice during, or within seven Business Days after the last day
of, the Request Month.


 






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2.             Effectiveness;
Conditions Precedent. This Agreement and the amendments to the Credit Agreement set forth herein shall become effective
at the time (the “Third Amendment Effective Date”) when each of the following conditions has been satisfied:


 


(a)               
The Administrative Agent shall have received original counterparts of this Agreement, duly executed by the Borrowers, the
Administrative Agent, each Guarantor and each Lender; and


 


(b)              
All fees and expenses payable to the Administrative Agent and the Lenders (including the fees and expenses of counsel to
the Administrative Agent) estimated to date shall have been paid in full (without prejudice to final settling of accounts for such
fees and expenses).


 


3.             Consent
of the Guarantors; Reaffirmation of Loan Documents. Each Guarantor hereby consents, acknowledges and agrees to the amendments
set forth herein and hereby confirms and ratifies in all respects the Guaranty to which such Guarantor is a party (including without
limitation the continuation of such Guarantor’s payment and performance obligations thereunder upon and after the effectiveness
of this Agreement and the amendments contemplated hereby) and the enforceability of such Guaranty against such Guarantor in accordance
with its terms. Each Borrower and each Guarantor further reaffirms, ratifies and confirms its respective obligations under each
Loan Document to which such Borrower or Guarantor is a party, and agrees that each Loan Document shall remain extant and in full
force and effect following the execution and delivery of this Agreement, provided that the Credit Agreement shall be amended as
set forth herein. Without limiting the generality of the foregoing, each Borrower and each Guarantor reaffirms:


 


(a)              
its obligations as a grantor under the Security Agreement, including without limitation the grant pursuant to Section
2 of the Security Agreement of a security interest to the Administrative Agent for the benefit of the Secured Parties in the
property and property rights constituting Collateral (as defined in Section 2 of the Security Agreement) of such Borrower
or Guarantor or in which such Borrower or Guarantor has or may have or acquire an interest or the power to transfer rights therein,
whether now owned or existing or hereafter created, acquired or arising and wheresoever located, as security for the payment and
performance of the Secured Obligations (as defined in the Security Agreement), and


 


(b)              
its obligations as a pledger under the Pledge Agreement, including without limitation the grant pursuant to Section 2
of the Pledge Agreement of a security interest to the Administrative Agent for the benefit of the Secured Parties in, and collateral
assignment and pledge to the Administrative Agent of, the Pledged Interests (as defined in the Pledge Agreement) and other property
constituting Collateral (as defined in the Pledge Agreement) of such Borrower or Guarantor or in which such Borrower or Guarantor
has or may have or acquire an interest or the power to transfer rights therein, whether now owned or existing or hereafter created,
acquired or arising and wheresoever located, as security for the payment and performance of the Secured Obligations (as defined
in the Pledge Agreement).


 




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4.             Representations
and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Agreement, the Borrowers
represent and warrant to the Administrative Agent and the Lenders as follows:


 


(a)              
The representations and warranties made by each Obligated Party in Article V of the Credit Agreement and in each
of the other Loan Documents to which such Obligated Party is a party are true and correct on and as of the date hereof, except
to the extent that such representations and warranties expressly relate to an earlier date;


 


(b)              
Since the date of the most recent financial reports of the Company and its Subsidiaries delivered pursuant to Section
6.01 of the Credit Agreement, no act, event, condition or circumstance has occurred or arisen which, singly or in the aggregate
with one or more other acts, events, occurrences or conditions (whenever occurring or arising), has had or could reasonably be
expected to have a Material Adverse Effect;


 


(c)               
The Persons appearing as Guarantors on the signature pages to this Agreement constitute all Persons who are required to
be Guarantors pursuant to the terms of the Credit Agreement and the other Loan Documents, including without limitation all Persons
who became Subsidiaries or were otherwise required to become Guarantors after the Effective Date of the Credit Agreement, and each
of such Persons has become and remains a party to a Guaranty as a Guarantor;


 


(d)              
This Agreement has been duly authorized, executed and delivered by the Borrowers and Guarantors party hereto and constitutes
a legal, valid and binding obligation of such parties, except as may be limited by general principles of equity or by the effect
of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally;
and


 


(e)               
No Default or Event of Default has occurred and is continuing.


 


5.             Entire
Agreement. This Agreement, together with all the Loan Documents (collectively, the “Relevant Documents”),
sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes
any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation
or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied
on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise
expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made
by any party to the other in relation to the subject matter hereof or thereof. None of the terms or conditions of this Agreement
may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 10.01
of the Credit Agreement.


 


6.             Full
Force and Effect of Agreement. Except as hereby specifically amended, modified or supplemented, the Credit Agreement is
hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to its terms. All Loan
Documents (other than the Credit Agreement) are hereby confirmed and ratified in all respects and shall be and remain in full
force and effect according to their respective terms.


 






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7.             Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose
signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart
of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. “pdf” or “tif”)
shall be effective as delivery of a manually executed counterpart of this Agreement.


 


8.             Governing
Law. This Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Illinois
applicable to contracts executed and to be performed entirely within such State, and shall be further subject to the provisions
of Section 10.14 of the Credit Agreement.


 


9.             Enforceability.
Should any one or more of the provisions of this Agreement be determined to be illegal or unenforceable as to one or more of the
parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.


 


10.           References. All references in any of the Loan Documents to the “Credit Agreement” shall mean the
Credit Agreement, as previously amended, as amended hereby and as further amended, supplemented, restated or amended and restated
from time to time in accordance with the terms thereof.


 


11.           Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Administrative Agent
and each of the Guarantors and Lenders, and their respective successors, legal representatives, and assignees to the extent such
assignees are permitted assignees as provided in Section 10.06 of the Credit Agreement.


 


[Signature pages follow.]


 






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


 


	 	BORROWERS:
	 	 
	 	FREEDOMROADS,
    LLC
	 	 
	 	By:  	 /s/ Brent Moody
	 	Typed
    Name:   Brent Moody
	 	Typed
    Title:     President


 


	 	AMERICAN RV CENTERS, LLC
	 	ARIZONA RV CENTERS, LLC
	 	ATLANTIC RV CENTERS, LLC
	 	B & B RV, INC.
	 	BLAINE JENSEN RV CENTERS, LLC
	 	BODILY RV, INC.
	 	BURNSIDE BROKERS, LLC
	 	BURNSIDE FINANCE, LLC
	 	BURNSIDE RV CENTERS, LLC
	 	CAMPING TIME RV CENTERS, LLC
	 	CAMPING WORLD LEASING COMPANY, LLC
	 	CAMPING WORLD RV SALES, LLC
	 	CULLUM & MAXEY CAMPING CENTER, INC.
	 	DUSTY’S CAMPER WORLD, LLC
	 	EMERALD COAST RV CENTER, LLC
	 	FOLEY RV CENTER, LLC
	 	FREEDOMROADS OPERATIONS COMPANY, LLC
	 	FREEDOMROADS RV, INC.
	 	GARY’S RV CENTERS, LLC
	 	HOLIDAY KAMPER COMPANY OF COLUMBIA, LLC
	 	K&C RV CENTERS, LLC
	 	MEYER’S RV CENTERS, LLC
	 	NORTHWEST RV CENTERS, LLC
	 	OLINGER RV CENTERS, LLC
	 	RV WORLD, LLC (f/k/a Coachmen of Carolina, LLC)
	 	 
	 	By:  	/s/ Brent Moody
	 	Typed
    Name:    Brent Moody
	 	Typed
    Title:      President




 




THIRD AMENDMENT TO SEVENTH AMENDED AND
RESTATED CREDIT AGREEMENT 


Signature Page


 






     


     


    

 


	 	 
	 	BORROWERS, continued:
	 	 
	 	SHIPP’S RV CENTERS, LLC
	 	SIRPILLA RV CENTERS, LLC
	 	SOUTHWEST RV CENTERS, LLC
	 	STIER’S RV CENTERS, LLC
	 	STOUT’S RV CENTER, LLC
	 	TOM JOHNSON CAMPING CENTER, INC.
	 	TOM JOHNSON CAMPING CENTER
	 	CHARLOTTE, INC.
	 	WHEELER RV LAS VEGAS, LLC
	 	 
	 	By:	/s/ Brent Moody
	 	Typed Name:    Brent Moody
	 	Typed Title:      President




 


	 	GUARANTORS :
	 	 
	 	AMERICAN RV CENTERS, LLC
	 	ARIZONA RV CENTERS, LLC
	 	ATLANTIC RV CENTERS, LLC
	 	BLAINE JENSEN RV CENTERS, LLC
	 	B & B RV, INC.
	 	BODILY RV II, INC.
	 	BODILY RV, INC.
	 	BURNSIDE BROKERS, LLC
	 	BURNSIDE FINANCE, LLC
	 	BURNSIDE RV CENTERS, LLC
	 	CAMPING TIME RV CENTERS, LLC
	 	CAMPING WORLD LEASING COMPANY, LLC
	 	CAMPING WORLD RV SALES, LLC
	 	CULLUM & MAXEY CAMPING CENTER, INC.
	 	CWRV BROKERS, LLC
	 	CWRV FINANCE, LLC
	 	CWRV QUINCY BROKERS, LLC
	 	CWRV QUINCY FINANCE, LLC
	 	DUSTY’S CAMPER WORLD, LLC
	 	EMERALD COAST RV CENTER, LLC
	 	 
	 	By:  	/s/ Brent Moody
	 	Typed Name:    Brent Moody
	 	Typed Title:      President




 


THIRD AMENDMENT TO SEVENTH AMENDED AND
RESTATED CREDIT AGREEMENT 


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	 	GUARANTORS, continued:
	 	 
	 	F2 CREATIVE, LLC
	 	FOLEY RV CENTER, LLC
	 	FREEDOMCARE INSURANCE SERVICES, LLC
	 	FREEDOMROADS FINANCE COMPANY, LLC
	 	FREEDOMROADS OPERATIONS COMPANY, LLC
	 	FREEDOMROADS PROPERTY COMPANY, LLC
	 	FREEDOMROADS RV, INC.
	 	FRI, LLC
	 	GARY’S RV CENTERS, LLC
	 	HART CITY RV CENTER, LLC
	 	HOLIDAY KAMPER COMPANY OF COLUMBIA, LLC
	 	K&C RV CENTERS, LLC
	 	MEYER’S RV CENTERS, LLC
	 	NORTHWEST RV CENTERS, LLC
	 	OLINGER RV CENTERS, LLC
	 	RV WORLD, LLC(f/k/a Coachmen of Carolina, LLC)
	 	SHIPP’S RV CENTERS, LLC
	 	SIRPILLA RV CENTERS, LLC
	 	SOUTHWEST RV CENTERS, LLC
	 	STIER’S RV CENTERS, LLC
	 	STOUT’S RV CENTER, LLC
	 	TOM JOHNSON CAMPING CENTER, INC.
	 	TOM JOHNSON CAMPING CENTER
	 	CHARLOTTE, INC.
	 	VENTURE OUT RV CENTERS, INC.
	 	WHEELER RV LAS VEGAS, LLC
	 	 
	 	By:	/s/ Brent Moody
	 	Typed Name:    Brent Moody
	 	Typed Title:      President
	 	 
	 	FREEDOMROADS INTERMEDIATE HOLDCO, LLC
	 	 
	 	By:	/s/ Brent Moody
	 	Typed Name:    Brent Moody
	 	Typed Title:      President




 


THIRD AMENDMENT TO SEVENTH AMENDED AND
RESTATED CREDIT AGREEMENT 


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	 	ADMINISTRATIVE AGENT:
	 	 
	 	BANK OF AMERICA, N.A.,
	 	as Administrative Agent
	 	 
	 	By: 	/s/ Christine Trotter






	 	Typed Name:	Christine Trotter
	 	Typed Title:	Assistant Vice President




 


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	 	LENDERS:
	 	 
	 	BANK OF AMERICA, N.A., as
	 	a Lender and L/C Issuer
	 	 	 
	 	By:	/s/ Curt McGowan






	 	Typed Name:	Curt McGowan
	 	Typed Title:	Sr. Vice President




		 	 



THIRD AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT


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	 	JPMORGAN CHASE BANK, N.A.,
	 	as a Lender
	 	 	 
	 	By:	/s/ Adam Sigman






	 	Typed Name:	Adam Sigman
	 	Typed Title:	Executive Director




 


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	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	By:	/s/ Shaun Ross






	 	Typed Name:	Shaun Ross
	 	Typed Title:	Asst. Vice President




 


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	 	KEYBANK NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	By:	/s/ Andrew Scott






	 	Typed Name:	Andrew Scott
	 	Typed Title:	SVP




 


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	 	BANK OF THE WEST, A CALIFORNIA BANKING CORPORATION,
	 	as a Lender
	 	 
	 	By:	/s/ Tim McKevitt
	 	Typed Name:  	Tim McKevitt
	 	Typed Title:	Vice President – Relationship Manager




 


THIRD AMENDMENT TO SEVENTH AMENDED AND
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	 	MANUFACTURERS & TRADERS TRUST COMPANY,
	 	as a Lender
	 	 
	 	By:	/s/ Brendan Kelly
	 	Typed Name:  	Brendan Kelly
	 	Typed Title:	VP




 


THIRD AMENDMENT TO SEVENTH AMENDED AND RESTATED
CREDIT AGREEMENT


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	 	CIT BANK, N.A.,
	 	as a Lender
	 	 
	 	By:	/s/ Bruce Fabian
	 	Typed Name:  	Bruce Fabian
	 	Typed Title:	Vice President




 


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AND RESTATED CREDIT AGREEMENT


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	 	WELLS FARGO COMMERCIAL DISTRIBUTION
	 	FINANCE, LLC,
	 	as a Lender
	 	 
	 	By:	/s/ Thomas M. Adamski
	 	Typed Name:  	Thomas M. Adamski
	 	Typed Title:	VP Credit




 


THIRD AMENDMENT TO SEVENTH AMENDED
AND RESTATED CREDIT AGREEMENT


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	 	NYCB SPECIALTY FINANCE COMPANY, LLC,
	 	as a Lender
	 	 
	 	By:	/s/ Mark C. Mazmanian
	 	Typed Name:  	Mark C. Mazmanian
	 	Typed Title:	First Senior Vice President




 


THIRD AMENDMENT TO SEVENTH AMENDED
AND RESTATED CREDIT AGREEMENT


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	 	HUNTINGTON
    NATIONAL BANK,
	 	as a Lender
	 	 
	 	By:	/s/ Jerry R. Stockard






	 	Typed Name: 	Jerry R. Stockard
	 	Typed Title: 	Senior Vice President







 


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	 	BMO HARRIS BANK N.A.,
	 	as a Lender
	 	 
	 	By:	/s/ Joel Dixon






	 	Typed Name: 	Joel Dixon
	 	Typed Title:	Director



 


THIRD
                                         AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT


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