exv10w4






Exhibit 10.4




FIRST AMENDMENT TO REVOLVING AND TERM

CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS




     This First Amendment to Revolving and Term Credit Agreement and Other Loan Documents (this
“Amendment”), made as of March 12, 2008, 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, General Electric Credit
Corporation and AgFirst Farm Credit Bank, as Co-Syndication Agents, and KeyBanc Capital Markets, as
sole arranger and sole bookrunner, entered into that certain Revolving and Term Credit Agreement
dated as of December 14, 2007 (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 and certain other
Loan Documents 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.



          (a) Section 1.1 of the Credit Agreement, Definitions, is hereby modified and amended
by adding the following new definitions in their appropriate alphabetical order:





          “First Amendment. The First Amendment to Revolving and Term Credit Agreement
and Other Loan Documents, dated as of March 12, 2008, by and among the Loan Parties, Lenders
and Agent.




          Substitute Collateral. See §5.3(d)(ii).




          Threshold Acreage. For purposes of §5.3(d)(ii) and §5.3(g), as of any date of
determination, (i) 250,000 acres, minus (ii) the aggregate number of acres of



 









 







Mortgaged Property previously released from the lien and interest of any Security Deed
or Security Deeds pursuant to §5.3(d)(i).”



          (b) Section 1.1 of the Credit Agreement, Definitions, is hereby modified and amended
by deleting the definitions of “Mortgaged Property or Mortgaged Properties,” and
“Negative Pledge Property or Negative Pledge Properties,” in their entirety and by
substituting the following new definitions in lieu thereof, respectively:





     “Mortgaged Property or Mortgaged Properties. Individually and
collectively, the property described on Schedule 3 attached hereto and by this
reference incorporated herein, which has been conveyed as security for the Obligations
pursuant to the Security Deeds, and any other property which may be added as a Mortgaged
Property pursuant to §5.3 hereof.




     Negative Pledge Property or Negative Pledge Properties. Individually
and collectively, any and all Real Estate owned in fee simple absolute by any of the Loan
Parties other than (i) the Mortgaged Properties and (ii) Real Estate which is subject to a
Permitted Lien securing Indebtedness (other than the Obligations) permitted by §8.1.”



     2. Amendment to §5.3 of the Credit Agreement.



          (a) §5.3 of the Credit Agreement, Release of Mortgaged Property, is hereby modified
and amended by deleting clause (d) thereof in its entirety and by substituting the following new
clause (d) in lieu thereof:





          “(d) such release shall be in connection with either (i) a bona fide, arm’s-length sale
or like-kind exchange of the property to be released to an unaffiliated third-party, or the
transfer of such property to a Joint Venture as a capital contribution or sale, in either
case for reasonably equivalent value or consideration, otherwise permitted under the terms
of this Agreement, or (ii) a donation, grant, dedication or other transfer of property
(including, without limitation, donations, grants or other transfers of Mortgaged Property
for use as schools, parks, utilities, rights-of-way or other public or quasi-public
purposes) for a value or consideration (whether cash or non-cash, or any combination
thereof) determined in good faith by Borrower to be reasonable and appropriate taking into
account the actual or expected benefits to be received, directly or indirectly, by a Loan
Party in respect of such donation, grant, dedication or other transfer, which determination
shall be set forth in an officer’s certificate of Borrower in substantially the form of
Exhibit B to the First Amendment delivered to the Agent prior to or
contemporaneously with the release; provided, however, that if any proposed
release pursuant to subclause (ii) of this clause (d) would reduce the aggregate number of
acres constituting Mortgaged Property to less than the Threshold Acreage, then Borrower
shall, prior to or contemporaneously with such release, (1) execute and deliver to Agent a
first-priority Security Deed covering additional Timberland reasonably satisfactory to Agent
(the “Substitute Collateral”) and that is sufficient to cause the aggregate acreage
of all Mortgaged Property immediately thereafter to be no less than the Threshold Acreage,
and (2) deliver to Agent a certification, in substantially the form of Exhibit B to
the First Amendment, certifying among other things that all representations and warranties
in



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Sections 6.8, 6.11, 6.18, 6.20 and 6.28 of this Agreement in respect of such Substitute
Collateral are true and correct in all material respects as of the applicable release date.”



          (b) §5.3 of the Credit Agreement, Release of Mortgaged Property, is hereby further
modified and amended by (i) deleting the word “and” from the end of clause (e) thereof, (ii)
replacing the period at the end of clause (f) thereof with “; and”, and (iii) adding the following
as a new clause (g) immediately following clause (f) thereof:





          “(g) in addition to any release permitted under §5.3(d), Agent shall release the
parcel or parcels of Mortgaged Property described in Schedule A attached to the
First Amendment in order to enable Borrower to convey such property to Temple-Inland,
provided that Borrower contemporaneously (1) executes and delivers to Agent a
first-priority Security Deed covering the parcel or parcels of Timberland described in
Schedule B attached to the First Amendment, as Substitute Collateral, and (2)
delivers to Agent a certification, in substantially the form of Exhibit C to the
First Amendment, certifying among other things that all representations and warranties in
Sections 6.8, 6.11, 6.18, 6.20 and 6.28 of this Agreement in respect of such Substitute
Collateral, are true and correct in all material respects as of the applicable release
date.”



     3. Amendment to §8.8 of the Credit Agreement. §8.8 of the Credit Agreement, Asset
Sales, is hereby modified and amended by deleting clause (c) thereof in its entirety and by
substituting the following new clause (c) in lieu thereof:




          “(c) the sale or transfer of any other Real Estate (i.e., other than Mortgaged
Property and other than Lots), in a single transaction or a series of related transactions;
provided that if the consideration for, or book value of, such Real Estate, whichever is
greater, exceeds $25,000,000, Borrower shall provide Agent with (i) notice prior to such
sale or transfer, (ii) a pro forma Compliance Certificate showing that no Default or Event
of Default exists either immediately prior to or after giving effect to such sale, transfer
or disposition, and that immediately after giving effect to such sale, transfer or
disposition, Loan Parties remain in compliance with the financial covenants in §9.1, and
(iii) if the Real Estate in question is included in the Borrowing Base, a pro forma
Borrowing Base Certificate showing that after giving effect to such sale or transfer, Loan
Parties remain in compliance with all Borrowing Base provisions in §9.2.



     4. Amendment to Forms of Notes.



          (a) Exhibits A-1 (Form of Revolving Loan Note), A-2 (Form of Term Loan Note) and A-3 (Form of
Swing Line Note) of the Credit Agreement are hereby modified and amended by deleting the words
“Agent’s Head Office” from the first paragraph of each such Exhibit, and replacing them with
“Agent’s Office”.




          (b) By their signatures below, each Lender agrees that all references in their respective
Notes to “Agent’s Head Office” shall instead be deemed to read “Agent’s Office”.




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     5. Other Amendments to Loan Documents.



          (a) The parties hereto hereby consent to the amendments to the other Loan Documents made
pursuant to that certain Modification of Loan Documents, to be executed in substantially the form
attached hereto as Exhibit A (the “Modification of Other Loan Documents”), and to
the execution, delivery and performance of the Modification of Other Loan Documents.




          (b) All references in the Loan Agreement and the other Loan Documents to “General Electric
Credit Corporation” are hereby modified and amended to read “General Electric Capital Corporation”,
mutatis mutandis.




     6. No other Amendments. The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided above and in the Modification of Other Loan Documents,
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 and in the Modification of Other Loan Documents, 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 each
Lender; and




          (b) Payment of all reasonable and documented expenses incurred by Agent in connection with the
execution and delivery of this Amendment, together with fees and actually incurred expenses of
Agent’s counsel with respect to this Amendment and other post-closing matters through the date of
this Amendment.




     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
and the Modification of Other Loan Documents (to the extent they are a signatory thereto) 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;




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          (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 in the appropriate records office with respect thereto, is required for the
due execution, delivery and performance by Borrower or any Guarantor of the Amendment or the
Modification of Other Loan Documents, to which such Person is or will be a party;




          (c) This Amendment and the Modification of Other Loan Documents to which the Loan Parties, or
any of them, are respectively a party, constitute 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.




     9. Reference to and Effect on the Loan Documents. Upon the effectiveness of this
Amendment, on and after the date hereof: (a) 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; and (b) each reference in each other Loan Document
modified or amended herein (or in the Modification of Other Loan Documents) to such Loan Document,
“hereunder,” “hereof” or words of like import referring to such Loan Document, and each reference
in the Credit Agreement and the other Loan Documents to such amended Loan Document, “thereunder,”
“thereof” or words of like import referring to such amended Loan Document, shall mean and be a
reference to such Loan Document as amended and modified hereby (or in the Modification of Other
Loan Documents).



     10. 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.



     11. 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.



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



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



     14. 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/ J.M. DeCosmo
 	 
	 	 	Name:  	J.M. DeCosmo 	 
	 	 	Its: President 	 
	 



[SEAL]




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First Amendment to Forestar Credit Agreement







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	 	GUARANTORS:



FORESTAR REAL ESTATE GROUP INC., a
Delaware corporation

 	 
	 	By:  	/s/ J.M. DeCosmo
 	 
	 	 	Name:  	J.M. DeCosmo 	 
	 	 	Its: President 	 
	 
	 	FORESTAR MINERALS LLC, a Delaware 
limited liability company

 	 
	 	By:  	/s/ J.M. DeCosmo
 	 
	 	 	Name:  	J.M. DeCosmo 	 
	 	 	Its: President 	 
	 
	 	FIRSTLAND INVESTMENT CORPORATION, 
a Texas corporation

 	 
	 	By:  	/s/ J.M. DeCosmo
 	 
	 	 	Name:  	J.M. DeCosmo 	 
	 	 	Its: President 	 
	 
	 	LIC VENTURES, INC., a Delaware corporation

 	 
	 	By:  	/s/ J.M. DeCosmo
 	 
	 	 	Name:  	J.M. DeCosmo 	 
	 	 	Its: President 	 
	 



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First Amendment to Forestar Credit Agreement





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[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 
	 	GUARANTORS (cont’d):



FORESTAR REALTY INC.,

a Delaware corporation

 	 
	 	By:  	/s/ J.M. DeCosmo
 	 
	 	 	Name:  	J.M. DeCosmo 	 
	 	 	Its: President 	 
	 
	 	FORESTAR HOTEL HOLDING COMPANY INC.,

a Nevada corporation

 	 
	 	By:  	/s/ J.M. DeCosmo
 	 
	 	 	Name:  	J.M. DeCosmo 	 
	 	 	Its: President 	 
	 
	 	CAPITOL OF TEXAS INSURANCE GROUP

INC., a Delaware corporation

 	 
	 	By:  	/s/ J.M. DeCosmo
 	 
	 	 	Name:  	J.M. DeCosmo 	 
	 	 	Its: President 	 
	 



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First Amendment to Forestar Credit Agreement





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[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION, as a

Lender, as Swing Line Lender and as Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Nathan Weyer
 

Nathan Weyer
	 	 
	 

	 	Title:
	 	Vice President	 	 






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First Amendment to Forestar Credit Agreement






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[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 
	 	 	AGFIRST FARM CREDIT BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Matt Jeffords
 

Matt Jeffords
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[AgFirst Farm Credit Bank] Signature Page




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[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Rebecca A. Ford
 

Rebecca A. Ford
	 	 
	 

	 	Title:
	 	Duly Authorized Signatory	 	 






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KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[General Electric Capital Corporation] Signature Page





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[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Roger C. Davis
 

Roger C. Davis
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






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KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Bank of America] Signature Page






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[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 
	 	 	COMPASS BANK, a state banking association,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Brian Tuerff
 

Brian Tuerff
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Compass Bank] Signature Page






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[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 
	 	 	AGCOUNTRY FARM CREDIT SERVICES,

PCA, d/b/a FCS COMMERCIAL

FINANCIAL GROUP, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Lisa Caswell
 

Lisa Caswell
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[AgCountry Farm Credit Services] Signature Page





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[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ John D. Kuykendall
 

John D. Kuykendall
	 	 
	 

	 	Title:
	 	Vice President	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[U.S. Bank] Signature Page





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[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 
	 	 	ALLIED IRISH BANKS, p.l.c., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Jean Pierre Knight
 

Jean Pierre Knight
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Eanna P. Mulkere
 

Eanna P. Mulkere
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Allied Irish] Signature Page




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[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 
	 	 	AMEGY BANK NATIONAL
 ASSOCIATION, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Robert T. Caughlin
 

Robert T. Caughlin
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Amegy] Signature Page




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[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 
	 	 	MERCANTILE BANK (f/k/a Mercantile Trust

& Savings Bank), as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Michael F. Waters
 

Michael F. Waters
	 	 
	 

	 	Title:
	 	Sr. VP - Sr. Commerical Lender	 	 






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KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Mercantile Bank] Signature Page




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[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 
	 	 	CAPITAL FARM CREDIT, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Robert P Abbott
 

Robert P. Abbott
	 	 
	 

	 	Title:
	 	President Corporate Lending	 	 






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KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Capital Farm Credit] Signature Page




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[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 
	 	 	NORTHWEST FARM CREDIT SERVICES, 

PCA, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Carol L. Sobson
 

Carol L. Sobson
	 	 
	 

	 	Title:
	 	Vice President	 	 






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KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Northwest Farm Credit] Signature Page




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[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 
	 	 	CITIBANK, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Rick Thompson
 

Rick Thompson
	 	 
	 

	 	Title:
	 	Vice President	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Citibank] Signature Page




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[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 	 	 
	 	 	EATON VANCE FLOATING-RATE INCOME

TRUST, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: Eaton Vance Management as Investment Advisor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Michael B. Botthof
 

Michael B. Botthof
	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Eaton Vance Floating-Rate Income Trust] Signature Page




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[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 	 	 
	 	 	EATON VANCE SENIOR FLOATING-RATE
TRUST, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: Eaton Vance Management as Investment Advisor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Michael B. Botthof
 

	 	 
	 

	 	 	 	Name:
	 	Michael B. Botthof	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Eaton Vance Senior Floating-Rate Trust] Signature Page




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[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 	 	 
	 	 	GRAYSON & CO, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Boston Management and Research as	 	 
	 	 	 	 	Investment Advisor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Michael B. Botthof
 

	 	 
	 

	 	 	 	Name:
	 	Michael B. Botthof	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Grayson & Co] Signature Page




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[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 	 	 
	 	 	EATON VANCE INSTITUTIONAL SENIOR
 LOAN FUND, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Eaton Vance Management as Investment Advisor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Michael B. Botthof
 

Michael B. Botthof
	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Eaton Vance Institutional Senior Loan Fund] Signature Page




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[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 	 	 
	 	 	EATON VANCE LIMITED DURATION INCOME
 FUND, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Eaton Vance Management as Investment Advisor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Michael B. Botthof
 

Michael B. Botthof
	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Eaton Vance Limited Duration Income Fund] Signature Page




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[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 	 	 
	 	 	SENIOR DEBT PORTFOLIO, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Boston Management and Research as
Investment Advisor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Michael B. Botthof
 

Michael B. Botthof
	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Senior Debt Portfolio] Signature Page




S-22









 





[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 	 	 
	 	 	ATLAS-OCI ENHANCED LOAN INCOME FUND
 LLC, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Jason Jefferson
 

Jason Jefferson
	 	 
	 

	 	 	 	Title:
	 	Authorized Signatory	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Altas-OCI Enhanced Loan Income Fund] Signature Page




S-23









 





[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 	 	 
	 	 	HAMLET II, LTD.	 	 
	 	 	By:	 	OCTAGON CREDIT INVESTORS, LLC, as

Portfolio Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Margaret B. Harvey
 

Margaret B. Harvey
	 	 
	 

	 	 	 	Title:
	 	Senior Director	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Hamlet II] Signature Page




S-24









 





[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 	 	 
	 	 	OCTAGON INVESTMENT PARTNERS V, LTD.	 	 
	 	 	By:	 	OCTAGON CREDIT INVESTORS, LLC, as
 Portfolio Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Margaret B. Harvey
 

Margaret B. Harvey
	 	 
	 

	 	 	 	Title:
	 	Senior Director	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Octagon Investment Partners V] Signature Page




S-25









 





[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 	 	 
	 	 	OCTAGON INVESTMENT PARTNERS VI, LTD.	 	 
	 	 	By:	 	OCTAGON CREDIT INVESTORS, LLC, as
 Collateral Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Margaret B. Harvey
 

Margaret B. Harvey
	 	 
	 

	 	 	 	Title:
	 	Senior Director	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Octagon Investment Partners VI] Signature Page




S-26









 





[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 	 	 
	 	 	OCTAGON INVESTMENT PARTNERS VII, LTD.	 	 
	 	 	By:	 	OCTAGON CREDIT INVESTORS, LLC, as 
Collateral Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Margaret B. Harvey
 

Margaret B. Harvey
	 	 
	 

	 	 	 	Title:
	 	Senior Director	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Octagon Investment Partners VII] Signature Page




S-27









 





[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 	 	 
	 	 	OCTAGON INVESTMENT PARTNERS VIII, LTD.	 	 
	 	 	By:	 	OCTAGON CREDIT INVESTORS, LLC, as
 Collateral Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Margaret B. Harvey
 

Margaret B. Harvey
	 	 
	 

	 	 	 	Title:
	 	Senior Director	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Octagon Investment Partners VIII] Signature Page




S-28









 





[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 	 	 
	 	 	OCTAGON INVESTMENT PARTNERS IX, LTD.	 	 
	 	 	By:	 	OCTAGON CREDIT INVESTORS, LLC, as Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Margaret B. Harvey
 

Margaret B. Harvey
	 	 
	 

	 	 	 	Title:
	 	Senior Director	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Octagon Investment Partners IX] Signature Page




S-29









 





[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 	 	 
	 	 	OCTAGON INVESTMENT PARTNERS X, LTD.	 	 
	 	 	By:	 	OCTAGON CREDIT INVESTORS, LLC, as

Collateral Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Margaret B. Harvey
 

Margaret B. Harvey
	 	 
	 

	 	 	 	Title:
	 	Senior Director	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Octagon Investment Partners X] Signature Page




S-30









 





[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 	 	 
	 	 	OCTAGON INVESTMENT PARTNERS XI, LTD.	 	 
	 

	 	By:
	 	OCTAGON CPREDIT INVESTORS, LLC, as 
Collateral Manager
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Margaret B. Harvey
 

Margaret B. Harvey
	 	 
	 

	 	 	 	Title:
	 	Senior Director	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Octagon Investment Partners XI] Signature Page




S-31









 





[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 	 	 
	 	 	GSCP (NJ), L.P., on behalf of each of the following

funds, in its capacity as Collateral Manager:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GSC PARTNERS CDO FUND IV, LIMITED	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Seth Katzenstein
 

Seth Katzenstein
	 	 
	 

	 	 	 	Title:
	 	Authorized Signatory GSC Group	 	 






	 	 	 	 	 	 	 	 	 
	 	 	GSC PARTNERS GEMINI FUND LIMITED	 	 
	 	 	By:	 	GSCP (NJ), L.P., as Collateral Monitor	 	 
	 	 	By:	 	GSCP (NJ), INC., its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Seth Katzenstein
 

Seth Katzenstein
	 	 
	 

	 	 	 	Title:
	 	Authorized Signatory GSC Group	 	 






	 	 	 	 	 	 	 	 	 
	 	 	GSC INVESTMENT CORP. CLO 2007 LTD	 	 
	 	 	By:	 	GSC Investment Corp, as Collateral Manager	 	 
	 	 	By:	 	GSCP (NJ), L.P., as Investment Advisor to GSC Investment
Corp	 	 
	 	 	By:	 	GSCP (NJ), Inc., its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Seth Katzenstein
 

Seth Katzenstein
	 	 
	 

	 	 	 	Title:
	 	Authorized Signatory GSC Group	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[GSC Partners Gemini Fund] Signature Page




S-32









 





[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 	 	 
	 	 	VAN KAMPEN SENIOR LOAN FUND, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ P. Yarrow
 

Philip Yarrow
	 	 
	 

	 	 	 	Title:
	 	Executive Director	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Van Kampen Senior Loan Fund] Signature Page




S-33









 





[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 	 	 
	 	 	VAN KAMPEN SENIOR INCOME TRUST, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ P. Yarrow
 

Philip Yarrow
	 	 
	 

	 	 	 	Title:
	 	Executive Director	 	 






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Van Kampen Senior Income Trust] Signature Page




S-34









 





[Execution of First Amendment to

Revolving and Term Credit Agreement Continued]




	 	 	 	 	 	 	 	 	 
	 	 	VAN KAMPEN DYNAMIC CREDIT
 OPPORTUNITIES FUND, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ P. Yarrow
 

Philip Yarrow
	 	 
	 

	 	 	 	Title:
	 	Executive Director	 	 






KeyBank/Forestar — First Amendment to Revolving and Term Credit Agreement

[Van Kampen Dynamic Credit Opportunities Fund] Signature Page





S-35