exv10w1



 






EXHIBIT 10.1




EXECUTION COPY




AMENDMENT NO. 2




TO




THIRD AMENDED AND RESTATED CREDIT AGREEMENT




          This AMENDMENT NO. 2 to THIRD AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”), dated
as of May 17, 2005, is entered into by and among Tesoro Corporation (the “Borrower”), the financial
institutions party to the below-defined Credit Agreement (the “Lenders”), and JPMorgan Chase Bank,
N.A. (successor by merger to Bank One, NA (Illinois)), as Administrative Agent (the “Agent”). Each
capitalized term used herein and not otherwise defined herein shall have the meaning given to it in
the below-defined Credit Agreement.




WITNESSETH




          WHEREAS, the Borrower, the Lenders, and the Agent are parties to a Third Amended and Restated
Credit Agreement dated as of May 25, 2004 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”); and




          WHEREAS, the Borrower wishes to amend the Credit Agreement in certain respects and the Lenders
and the Agent are willing to amend the Credit Agreement on the terms and conditions set forth
herein;




          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 Borrower, the Agent and the Lenders hereby agree as follows:




     1. Amendments to Credit Agreement. Effective as of the date first above written, and subject
to the satisfaction of the conditions to effectiveness set forth in Section 2 below, the Credit
Agreement is hereby amended as follows:



     (a) The definition of “Termination Date” set forth in Section 1.1 of the Credit Agreement is
hereby amended in its entirety as follows:




“Termination Date” means the earlier of (a) June 30, 2008 and (b) the date of
termination in whole of the Aggregate Revolving Loan Commitment pursuant to Section
2.4 hereof or the Revolving Loan Commitments pursuant to Section 8.1 hereof.



     (b) The Pricing Schedule to the Credit Agreement is hereby amended in its entirety
pursuant to the Pricing Schedule attached hereto as Exhibit A.



 









 





     2.Conditions
of Effectiveness. This Amendment shall become effective and be deemed
effective as of the date hereof, if, and only if:



          (a) the Agent shall have received executed copies of this Amendment from the Borrower and each
of the Lenders;




          (b) the Agent shall have received a written reaffirmation of the Borrower’s and the Subsidiary
Guarantors’ respective obligations under the Guaranty and the Collateral Documents in form and
substance substantially similar to Exhibit B hereto; and




          (c) the Agent shall have receive the following fees in immediately available funds, which,
once paid, shall be fully earned and non-refundable: for each Lender with a Revolving Loan
Commitment that signs this Amendment, an amount equal to 0.05%
times such Lender’s Revolving Loan
Commitment.




     3. Representations and Warranties of the Borrower. The Borrower hereby represents and warrants
as follows:



          (a) The Credit Agreement as previously executed constitutes the legal, valid and binding
obligation of the Borrower and is enforceable against the Borrower in accordance with its terms,
except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyances,
reorganization or similar laws relating to or affecting the enforcement of creditors’ rights
generally; (ii) general equitable principles (whether considered in a proceeding in equity or at
law); and (iii) requirements of reasonableness, good faith and fair dealing.




          (b) Upon the effectiveness of this Amendment, the Borrower hereby (i) represents that no
Default or Unmatured Default exists under the terms of the Credit Agreement,
(ii) reaffirms all covenants, representations and warranties made in the Credit Agreement,
and (iii) agrees that all such covenants, representations and warranties shall be deemed to
have been remade as of the effective date of this Amendment, provided that any such covenant, representation
or warranty that references a specific date is reaffirmed as of such referenced date.




          (c) The modifications contemplated by this Amendment are permitted under the terms of the
Other Senior Secured Debt and those indentures referenced in Section 9.18 of the Credit Agreement
that remain in effect as of the date hereof.




     4. Effect on the Credit Agreement.



          (a) Upon the effectiveness of this Amendment, on and after the date hereof,
each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or
words of like import shall mean and be a reference to the Credit Agreement,
as amended and modified hereby.




          (b) Except as specifically amended and modified above, the Credit Agreement and all other
documents, instruments and agreements executed and/or delivered in connection therewith shall
remain in full force and effect, and are hereby ratified and confirmed.




2









 








          (c) The execution, delivery and effectiveness of this Amendment shall neither, except as
expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders or the
Agent, nor constitute a waiver of any provision of the Credit Agreement or any other documents,
instruments and agreements executed and/or delivered in connection therewith.




     5. Costs and Expenses. The Borrower agrees to pay all reasonable costs, fees and out-of-pocket
expenses (including attorneys’ fees and expenses charged to the Agent) incurred by the Agent and
the Lenders in connection with the preparation, arrangement, execution and enforcement of this
Amendment.



     6. Governing Law. This Amendment shall be governed by and construed in accordance with the
internal laws, as opposed to the conflicts of law provisions, of the State of New York; provided,
however, that if a court, tribunal or other judicial entity with jurisdiction over the Credit
Agreement, this Amendment and the transactions evidenced by the Loan Documents were to disregard
such choice of law, this Amendment shall be governed by and construed in accordance with the
internal laws, as opposed to the conflicts of law provisions, of the State of Illinois.



     7. Headings. Section headings in this Amendment are included herein for convenience of
reference only and shall not constitute a part of this Amendment for any other purpose.



     8. Counterparts. This Amendment may be executed by one or more of the parties to the Amendment
on any number of separate counterparts and all of said counterparts taken together shall be deemed
to constitute one and the same instrument. Delivery of an executed counterpart of a signature page
of this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of
this Amendment.



     9. No Strict Construction. The parties hereto have participated jointly in the negotiation and
drafting of this Amendment. In the event an ambiguity or question of intent or interpretation
arises, this Amendment shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Amendment.



The remainder of this page is intentionally blank.





3










 






     IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and
year first above written.



	 	 	 	 	 
	

	 	 	 	TESORO CORPORATION,
	

	 	 	 	as the Borrower
	 
	 	 	 	 
	

	 	By:
	 	/s/ G. Scott Spendlove
	

	 	 	 	 
	

	 	Name:
	 	G. Scott Spendlove
	

	 	Title:
	 	Vice President, Finance and Treasurer






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	

	 	 	 	JPMORGAN CHASE BANK, N.A. (successor by
	

	 	 	 	merger to Bank One, NA (Illinois)),
	

	 	 	 	individually, as initial LC Issuer, and as Administrative
	

	 	 	 	Agent
	 
	 	 	 	 
	

	 	By:
	 	/s/
Helen A. Carr
	

	 	Name:
	 	Helen A. Carr
	

	 	 	 	 
	

	 	Title:
	 	Vice President






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dan Hughes
	

	 	 	 	 
	

	 	Name:
	 	Dan Hughes
	

	 	Title:
	 	Vice President






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	 	STATE OF CALIFORNIA PUBLIC EMPLOYEES’
	 	 	RETIREMENT SYSTEM
	 
	 	 	 	 
	

	 	By:
	 	/s/ Mike Claybar
	

	 	 	 	 
	

	 	Name:
	 	Mike Claybar
	

	 	Title:
	 	Investment Officer






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	 	FORTIS CAPITAL CORP.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Darrell Holley
	

	 	 	 	 
	

	 	Name:
	 	Darrell Holley
	

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	

	 	By:
	 	/s/ Casey Lowary
	

	 	 	 	 
	

	 	Name:
	 	Casey Lowary
	

	 	Title:
	 	Senior Vice President






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	 	WELLS FARGO FOOTHILL, LLC
	 
	 	 	 	 
	

	 	By:	 	/s/ Patrick McCormack
	

	 	 	 	 
	

	 	Name:
	 	Patrick McCormack
	

	 	Title:
	 	Assistant Vice President






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT





 










 






	 	 	 	 	 
	 	 	LASALLE BUSINESS CREDIT, LLC
	 
	 	 	 	 
	

	 	By:
	 	/s/ Richard A. Pierce
	

	 	 	 	 
	

	 	Name:
	 	Richard A. Pierce
	

	 	Title:
	 	Vice President






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	 	PNC BANK, N.A.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Terrance O. McKinney
	

	 	 	 	 
	

	 	Name:
	 	Terrance O. McKinney
	

	 	Title:
	 	Vice President






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	 	PB CAPITAL CORPORATION
	 
	 	 	 	 
	

	 	By:
	 	/s/ Tyler J. McCarthy
	

	 	 	 	 
	

	 	Name:
	 	Tyler J. McCarthy
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	

	 	By:
	 	/s/ Lisa Moraglia
	

	 	 	 	 
	

	 	Name:
	 	Lisa Moraglia
	

	 	Title:
	 	Vice President






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT





 









 








	 	 	 	 	 
	 	 	GUARANTY BANK
	 
	

	 	By:
	 	/s/ Jim R. Hamilton
	

	 	 	 	 
	

	 	Name:
	 	Jim R. Hamilton
	

	 	Title:
	 	Senior Vice President






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH
	 
	 	 	 	 
	

	 	By:
	 	/s/ Olivier Audemard
	

	 	 	 	 
	

	 	Name:
	 	Olivier Audemard
	

	 	Title:
	 	Manager Director
	 
	 	 	 	 
	

	 	By:
	 	/s/ Philippe Soustra
	

	 	 	 	 
	

	 	Name:
	 	Philippe Soustra
	

	 	Title:
	 	Executive Vice President






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 









	 	 	 	 	 
	 	 	UBS AG, STAMFORD BRANCH
	 
	 	 	 	 
	

	 	By:
	 	/s/ Wilfred V. Saint
	

	 	 	 	 
	

	 	Name:
	 	Wilfred V. Saint
	

	 	Title:
	 	Director
	 
	 	 	 	 
	

	 	By:
	 	/s/ Richard L. Tavrow
	

	 	 	 	 
	

	 	Name:
	 	Richard L. Tavrow
	

	 	Title:
	 	Director






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT





 










 






	 	 	 	 	 
	 	 	SIEMENS FINANCIAL SERVICES, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Craig L. Johnson
	

	 	 	 	 
	

	 	Name:
	 	CRAIG L. JOHNSON
	

	 	Title:
	 	VP CREDIT OPERATIONS – RISK MANAGEMENT






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT





 









 








	 	 	 	 	 
	 	 	THE ROYAL BANK OF SCOTLAND plc
	 
	 	 	 	 
	

	 	By:
	 	/s/ Patricia J. Dundee
	

	 	 	 	 
	

	 	NAME:
	 	PATRICIA J. DUNDEE
	

	 	Title:
	 	SENIOR VICE PRESIDENT






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	 	U.S. BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	

	 	By:
	 	/s/ Thomas Visconti
	

	 	 	 	 
	

	 	Name:
	 	Thomas Visconti
	

	 	Title:
	 	Vice President






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 







	 	 	 	 	 
	 	 	HIBERNIA NATIONAL BANK
	 
	 	 	 	 
	

	 	By:
	 	/s/ Nancy G. Moragas
	

	 	 	 	 
	

	 	Name:
	 	Nancy G. Moragas
	

	 	Title:
	 	Vice President






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT





 










 






	 	 	 	 	 
	 	 	ALLIED IRISH BANKS PLC
	 
	 	 	 	 
	

	 	By:
	 	/s/ Martin S. Chin
	

	 	 	 	 
	

	 	Name:
	 	MARTIN S. CHIN
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	
	 	By:	 	/s/ John Farrace
	

	 	 	 	 
	

	 	Name:	 	JOHN FARRACE
	

	 	Title:	 	Senior Vice President






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
















 






	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	

	 	By: 
	/s/ Catherine A. Cowan
	

	 	 	 
	

	 	Name:
	CATHERINE A. COWAN
	

	 	Title:
	DIRECTOR






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT





 









 








	 	 	 	 	 
	 	 	NATIONAL CITY BUSINESS CREDIT , INC.
	 
	 	 	 	 
	

	 	By: 
	/s/ Thomas W. Buda, Jr.
	

	 	 	 
	

	 	Name:
	Thomas W. Buda, Jr.
	

	 	Title:
	Vice President






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 






	 	 	 	 	 	 	 
	 	 	UFJ BANK LIMITED	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Clyde L. Redford	 	 
	

	 	 	 	 	 	 
	

	 	Name :
	 	Clyde L. Redford	 	 
	

	 	Title:
	 	Senior Vice President	 	 






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT















 







	 	 	 	 	 
	 	 	SUMITOMO MITSUI BANKING CORP.
	 
	 	 	 	 
	

	 	By: 
	/s/ David A. Buck
	

	 	 	 
	

	 	Name :
	David A. Buck
	

	 	Title:
	Senior Vice President






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	 	THE FROST NATIONAL BANK
	 
	 	 	 	 
	

	 	By: 
	/s/ Cindy Carr
	

	 	 	 
	

	 	Name:
	Cindy Carr
	

	 	Title:
	Assistant Vice President






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	 	NATEXIS BANQUES POPULAIRES
	 
	 	 	 	 
	

	 	By:
	 	/s/ Daniel Payer
	

	 	 	 	 
	

	 	Name:
	 	Daniel Payer
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	

	 	By:
	 	/s/ Louis P. Laville, III
	

	 	 	 	 
	

	 	Name:
	 	Louis P. Laville, III
	

	 	Title:
	 	Vice President and
Group Manager






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT





 










 






	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI, LTD.,
	 	 	HOUSTON AGENCY
	 
	 	 	 	 
	

	 	By:
	 	/s/ John McGhee
	

	 	 	 	 
	 	 	Name: John McGhee
	 	 	Title:   Vice President and Manager





SIGNATURE PAGE TO AMENDMENT
NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	 	BANK OF SCOTLAND
	 
	 	 	 	 
	

	 	By:
	 	/s/ Karen Weich
	

	 	 	 	 
	 	 	Name:  Karen Weich
	 	 	Title:  Assistant Vice President





SIGNATURE PAGE TO AMENDMENT
NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	 	RZB FINANCE LLC
	 
	 	 	 	 
	

	 	By:
	 	/s/ Christoph Hoedl
	

	 	 	 	 
	 	 	Name:   CHRISTOPH HOEDL
	 	 	Title:    Group Vice President
	 
	 	 	 	 
	

	 	By:
	 	/s/ John A. Valiska
	

	 	 	 	 
	 	 	Name:  JOHN A. VALISKA
	 	 	Title:    First Vice President






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	 	WEBSTER BUSINESS CREDIT CORPORATION
	 
	 	 	 	 
	

	 	By:
	 	/s/ Joseph A. Ciciola
	

	 	 	 	 
	 	 	Name: Joseph A. Ciciola
	 	 	Title:   Assistant Vice President





SIGNATURE PAGE TO AMENDMENT
NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	 	ALASKA PACIFIC BANK
	 
	 	 	 	 
	

	 	By:
	 	/s/ John E. Robertson
	

	 	 	 	 
	 	 	Name:   John E. Robertson
	 	 	Title:   Senior Vice President





SIGNATURE PAGE TO AMENDMENT
NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	 	FRANKLIN CLO III, LIMITED
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David Ardini
	

	 	 	 	 
	 	 	Name:    DAVID ARDINI
	 	 	Title:     
VICE PRESIDENT
	 
	 	 	 	 
	 	 	FRANKLIN FLOATING RATE DAILY ACCESS

FUND
	 
	 	 	 	 
	

	 	By:
	 	/s/ Richard Hsu
	

	 	 	 	 
	 	 	Name:   Richard Hsu
	 	 	Title:
    Vice President
	 
	 	 	 	 
	 	 	FRANKLIN FLOATING RATE MASTER SERIES
	 
	 	 	 	 
	

	 	By:
	 	/s/ Richard Hsu
	

	 	 	 	 
	 	 	Name:   Richard Hsu
	 	 	Title:     Vice President
	 
	 	 	 	 
	 	 	FRANKLIN FLOATING RATE TRUST
	 
	 	 	 	 
	

	 	By:
	 	/s/ Richard Hsu
	

	 	 	 	 
	 	 	Name:   Richard Hsu
	 	 	Title:     Vice President






SIGNATURE PAGE TO AMENDMENT
NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT





 










 






	 	 	 	 	 
	 	 	CUMBERLAND II CLO, LTD.
	 
	 	 	 	 
	

	 	By:
	 	Deerfield Capital Management LLC as its
	

	 	 	 	Collateral Manager
	 
	 	 	 	 
	

	 	By:
	 	/s/ Peter Sakon
	

	 	 	 	 
	 	 	Name: Peter Sakon
	 	 	Title: Vice President






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	 	AIB Debt Management Ltd
	 
	 	 	 	 
	

	 	By:
	 	/s/ Martin S. Chin
	

	 	 	 	 
	 	 	Name: MARTIN S. CHIN
	 	 	Title: Vice President
	 
	 	 	 	 
	

	 	By:
	 	/s/ John Farrace
	

	 	 	 	 
	 	 	Name: John Farrace
	 	 	Title: Senior Vice
President






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	 	ATRIUM CDO
	 
	 	 	 	 
	

	 	By:
	 	/s/ David H. Lerner
	

	 	 	 	 
	 	 	Name: DAVID H. LERNER
	 	 	Title: AUTHORIZED SIGNATORY
	 
	 	 	 	 
	 	 	ATRIUM II
	 
	 	 	 	 
	

	 	By:
	 	/s/ David H. Lerner
	

	 	 	 	 
	 	 	Name: DAVID H. LERNER
	 	 	Title: AUTHORIZED SIGNATORY
	 
	 	 	 	 
	 	 	CSAM FUNDING III
	 
	 	 	 	 
	

	 	By:
	 	/s/ David H. Lerner
	

	 	 	 	 
	 	 	Name: DAVID H. LERNER
	 	 	Title: AUTHORIZED SIGNATORY






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	 	APEX (IDM) CDO I, LTD.
	 
	 	 	 	 
	

	 	By:
	 	Babson Capital Management LLC as
	

	 	 	 	Collateral Manager
	 
	 	 	 	 
	

	 	By:
	 	/s/ John W. Stelwagon
	

	 	 	 	 
	 	 	Name: JOHN W. STELWAGON
	 	 	Title: Managing Director
	 
	 	 	 	 
	 	 	BABSON CLO LTD. 2004-I
	 
	 	 	 	 
	

	 	By:
	 	Babson Capital Management LLC as
	

	 	 	 	Collateral Manager
	 
	 	 	 	 
	

	 	By:
	 	/s/ John W. Stelwagon
	

	 	 	 	 
	 	 	Name: JOHN W. STELWAGON
	 	 	Title: Managing Director
	 
	 	 	 	 
	 	 	C.M. LIFE INSURANCE COMPANY
	 
	 	 	 	 
	

	 	By:
	 	Babson Capital Management LLC as
	

	 	 	 	Investment Sub-Advisor
	 
	 	 	 	 
	

	 	By:
	 	/s/ John W. Stelwagon
	

	 	 	 	 
	 	 	Name: JOHN W. STELWAGON
	 	 	Title: Managing Director
	 
	 	 	 	 
	 	 	MAPLEWOOD (CAYMAN) LIMITED
	 
	 	 	 	 
	

	 	By:
	 	Babson Capital Management LLC as
	

	 	 	 	Investment Manager
	 
	 	 	 	 
	

	 	By:
	 	/s/ John W. Stelwagon
	

	 	 	 	 
	 	 	Name: JOHN W. STELWAGON
	 	 	Title: Managing Director






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT





 










 






	 	 	 	 	 	 
	 	 	LANDMARK V CDO LIMITED	
	 
	 	 	 	 	
	 	 	By: Aladdin Capital Management LLC as Manager	
	 
	 	 	 	 	
	

	 	By:
	 	/s/ Angela Bozorgmir	
	

	 	 	 	 	
	

	 	Name:
	 	Angela Bozorgmir	
	

	 	Title:
	 	 Director	






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	 	BIG SKY SENIOR LOAN
FUND, LTD.

BY: EATON VANCE MANAGEMENT

      AS INVESTMENT ADVISOR
	 
	 	 	 	 
	

	 	By:
	 	/s/ Michael B. Botthof
	

	 	 	 	 
	

	 	Name:
	 	 Michael B. Botthof
	

	 	Title:
	 	Vice President






SIGNATURE PAGE TO AMENDMENT NO. 2

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	 	GALAXY CLO 1999-1, LTD
	 
	 	 	 	 
	

	 	By:
	AIG Global Investment Corp. as
	

	 	 	Collateral Manager
	 
	 	 	 	 
	

	 	By:
	 	/s/ W. Jeffrey Baxter
	

	 	 	 	 
	

	 	Name:
	 	W. Jeffrey Baxter 
	

	 	Title:
	 	Vice President






SIGNATURE PAGE TO AMENDMENT
NO. 2 
TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








EXHIBIT A

TO

AMENDMENT NO. 2




PRICING SCHEDULE




Attached





 









 






PRICING SCHEDULE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Applicable Fee Rate	 	 	Tier I Utilization	 	 	 	Tier II Utilization	 	 	 	Tier III Utilization	 	 
	 	Commitment Fee
	 	 	 	0.25	%	 	 	 	0.375	%	 	 	 	0.50	%	 
	 





The following shall be used to calculate the Applicable Margin for Revolving Loans and the
Pre-Funded Letter of Credit Fee Rate at any time the Borrower’s senior long-term secured
indebtedness (without giving effect to any credit enhancement) is rated BBB- or better by S&P or
Baa3 or better by Moody’s.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Applicable	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Margin for	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Revolving Loans	 	 	Level I Status	 	 	 	Level II Status	 	 	 	Level III Status	 	 	 	Level IV Status	 	 
	 	Eurodollar Rate
	 	 	 	1.50	%	 	 	 	1.75	%	 	 	 	2.00	%	 	 	 	2.25	%	 
	 	Floating Rate
	 	 	 	0.00	%	 	 	 	0.00	%	 	 	 	0.25	%	 	 	 	0.50	%	 
	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Level I Status	 	 	 	Level II Status	 	 	 	Level III Status	 	 	 	Level IV Status	 	 
	 	Pre-Funded
Letter of Credit
Fee Rate
	 	 	 	1.50	%	 	 	 	1.75	%	 	 	 	2.00	%	 	 	 	2.25	%	 
	 





The following shall be used to calculate the Applicable Margin for Revolving Loans and the
Pre-Funded Letter of Credit Fee Rate at any time the Borrower’s senior long-term secured
indebtedness (without giving effect to any credit enhancement) is rated BB+ by S&P or Ba1 by
Moody’s and the Borrower does not qualify for pricing as set forth in the immediately preceding
grid.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Applicable	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Margin for	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Revolving Loans	 	 	Level I Status	 	 	 	Level II Status	 	 	 	Level III Status	 	 	 	Level IV Status	 	 
	 	Eurodollar Rate
	 	 	 	1.75	%	 	 	 	2.00	%	 	 	 	2.25	%	 	 	 	2.50	%	 
	 	Floating Rate
	 	 	 	0.00	%	 	 	 	0.25	%	 	 	 	0.50	%	 	 	 	0.75	%	 
	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Level I Status	 	 	 	Level II Status	 	 	 	Level III Status	 	 	 	Level IV Status	 	 
	 	Pre-Funded
Letter of Credit
Fee Rate
	 	 	 	1.75	%	 	 	 	2.00	%	 	 	 	2.25	%	 	 	 	2.50	%	 
	 





The following shall be used to calculate the Applicable Margin for Revolving Loans and the
Pre-Funded Letter of Credit Fee Rate at any time the Borrower’s senior long-term secured
indebtedness (without giving effect to any credit enhancement) is lower than BB+ by S&P or Ba1 by
Moody’s and the Borrower does not qualify for pricing as set forth in the two immediately preceding
pricing grids.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Applicable	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Margin for	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Revolving Loans	 	 	Level I Status	 	 	 	Level II Status	 	 	 	Level III Status	 	 	 	Level IV Status	 	 
	 	Eurodollar Rate
	 	 	 	2.00	%	 	 	 	2.25	%	 	 	 	2.50	%	 	 	 	2.75	%	 
	 	Floating Rate
	 	 	 	0.25	%	 	 	 	0.50	%	 	 	 	0.75	%	 	 	 	1.00	%	 
	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Level I Status	 	 	 	Level II Status	 	 	 	Level III Status	 	 	 	Level IV Status	 	 
	 	Pre-Funded
Letter of Credit
Fee Rate
	 	 	 	2.00	%	 	 	 	2.25	%	 	 	 	2.50	%	 	 	 	2.75	%	 
	 





     For the purposes of this Schedule, the following terms have the following meanings, subject to
the final paragraph of this Schedule:



     “Level I Status” exists at any date if, as of the last day of the applicable fiscal quarter of
the Borrower, average daily Excess Availability for such fiscal quarter was greater than 45% of the
average monthly Borrowing Base for such fiscal quarter.



     “Level II Status” exists at any date if, as of the last day of the applicable fiscal quarter
of the Borrower, (i) the Borrower has not qualified for Level I Status and (ii) average daily
Excess Availability for such fiscal quarter was less than or equal to 45% of the average monthly
Borrowing Base for such fiscal quarter but greater than 30% of the average monthly Borrowing Base
for such fiscal quarter.



     “Level III Status” exists at any date if, as of the last day of the applicable fiscal quarter,
(i) the Borrower has not qualified for Level I Status or Level II Status and (ii) average daily
Excess Availability for such fiscal quarter was less than or equal to 30% of the average monthly



 









 





Borrowing Base for such fiscal quarter but greater than 15% of the average monthly Borrowing Base
for such fiscal quarter.




     “Level IV Status” exists at any date if, as of the last day of the applicable fiscal quarter,
(i) the Borrower has not qualified for Level I Status, Level II Status, or Level III
Status and (ii) average daily Excess Availability for such fiscal quarter was less than or
equal to 15% of the average monthly Borrowing Base for such fiscal quarter.



     “Status” means either Level I Status, Level II Status, Level III Status or Level IV Status.



     “Tier I Utilization” means, on any date of determination, the average Aggregate Outstanding
Revolving Loan Credit Exposure on such date was greater than 66% of the Aggregate Revolving Loan
Commitment on such date.



     “Tier II Utilization” means, on any date of determination, the average Aggregate Outstanding
Revolving Loan Credit Exposure on such date was greater than or equal
to 33-1/3rd% of the
Aggregate Revolving Loan Commitment on such date but less than or equal to 66% of the Aggregate
Revolving Loan Commitment on such date.



     “Tier III Utilization” means, on any date of determination, the average Aggregate Outstanding
Revolving Loan Credit Exposure on such date was less than 33-1/3rd% of the Aggregate
Revolving Loan Commitment on such date.



The Applicable Margin, the Applicable Fee Rate, and the Pre-Funded Letter of Credit Fee Rate shall
be determined in accordance with the foregoing tables based on the Borrower’s Status for the
applicable fiscal quarter. Such Status shall be determined based upon the Interim Collateral
Reports and Monthly Collateral Reports delivered for such fiscal quarter. Adjustments, if any, to
the Applicable Margin, the Applicable Fee Rate and the Pre-Funded Letter of Credit Fee Rate shall
be effective five Business Days after the Agent has received all of the applicable Interim
Collateral Reports and Monthly Collateral Reports. If the Borrower fails to deliver such Interim
Collateral Reports and Monthly Collateral Reports to the Agent at the time required pursuant to
Section 6.1, then the Applicable Margin, the Applicable Fee Rate, and the Pre-Funded Letter of
Credit Fee Rate shall be the highest Applicable Margin, Applicable Fee Rate, and Pre-Funded Letter
of Credit Fee Rate set forth in the foregoing tables until the date on which such Interim
Collateral Reports and Monthly Collateral Reports are so delivered.