Amendment No. 3 to Credit Agreement



 Exhibit 10.1 
 [EXECUTION COPY] 
 AMENDMENT NO. 3 

TO 

CREDIT AGREEMENT 
 AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of June 23, 2011 (this “Agreement”), among PILGRIM’S PRIDE CORPORATION, a Delaware corporation (the
“Company”), TO-RICOS, LTD., a Bermuda company, TO-RICOS DISTRIBUTION, LTD., a Bermuda company (collectively, the “Borrowers”), the various Subsidiaries (such capitalized term and all other capitalized
terms not defined herein shall have the meanings provided for in Article I) of the Company parties hereto, the various financial institutions parties hereto (collectively, the “Lenders”), and COBANK, ACB, as
administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. 
 W I T N E S S E T H:

 WHEREAS, the Borrowers, the Lenders and the Administrative Agent are parties to the Credit Agreement, dated as of
December 28, 2009, as amended (the “Existing Credit Agreement”), and the other Loan Documents; 

WHEREAS, the Borrowers have requested that, as of the Effective Date, the Existing Credit Agreement be amended as herein provided;
and 
 WHEREAS, the Lenders are willing, subject to the terms and conditions hereinafter set forth, to make such
amendments; 
 NOW, THEREFORE, in consideration of the agreements herein contained, the parties hereto hereby agree as
follows: 
 ARTICLE I  
 DEFINITIONS 
 SECTION 1.1. Certain Definitions. The
following terms (whether or not underscored) when used in this Agreement shall have the following meanings: 

“Administrative Agent” is defined in the preamble. 

“Agreement” is defined in the preamble. 
 “Amended Credit Agreement” means the Existing Credit Agreement as amended by this Agreement as of the Effective Date. 

“Borrowers” is defined in the preamble. 







 “Company” is defined in the preamble. 

“Effective Date” is defined in Section 5.1. 

“Existing Credit Agreement” is defined in the first recital. 

“Lenders” is defined in the preamble. 
 SECTION 1.2. Other Definitions. Unless otherwise defined or the context otherwise requires, terms used herein (including in the preamble and recitals hereto) have the meanings provided for
in the Existing Credit Agreement. 
 ARTICLE II  

AMENDMENTS 
 Effective on (and subject to the occurrence of) the Effective Date, the Existing Credit Agreement is amended as follows: 
 SECTION 2.1. Amendments to Section 1.01. (a) The following new defined terms are added in the appropriate alphabetical order to Section 1.01 of the Existing Credit Agreement:

 (i) “Amendment No. 3 Effective Date” means the “Effective Date” as defined in Amendment
No. 3 to Credit Agreement. 
 (ii) “Amendment No. 3 to Credit Agreement” means Amendment No. 3
to Credit Agreement, dated as of June 23, 2011, among the parties thereto. 
 (iii) “June 2011 Plan Sponsor
Subordinated Indebtedness” means the Plan Sponsor Subordinated Indebtedness in the original principal amount of $50,000,000 that was loaned by the Plan Sponsor to the Company pursuant to Section 5.1.2 of Amendment No. 3 to Credit
Agreement. 
 (iv) “Plan Sponsor Intercreditor Agreement” means the Subordination and Intercreditor Agreement
between the Plan Sponsor and the Administrative Agent that was entered into pursuant to Section 5.1.3 of Amendment No. 3 to Credit Agreement. 
 (v) “Supplemental June 2011 Plan Sponsor Subordinated Indebtedness” has the meaning assigned to such term in Section 11.09. 

(vi) “Suspension Period” means the period beginning on June 26, 2011 and ending on September 23, 2012.

 (b) The following defined terms set forth in Section 1.01 of the Existing Credit Agreement shall be amended as follows:

 (i) Clause (A) of the proviso to the defined term “EBITDA” set forth in the Existing Credit Agreement is
amended as follows: 

  
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 “(A) aggregate principal amount of Plan Sponsor Subordinated Indebtedness (other than
the payment of any interest on any Plan Sponsor Subordinated Indebtedness in the form of additional Plan Sponsor Subordinated Indebtedness) included in calculating EBITDA during the term of this Agreement shall not exceed $200,000,000 and”.

 (ii) “Loan Documents” is amended and restated in the entirety as follows: 

“‘Loan Documents’ means this Agreement, any Notes issued pursuant to this Agreement, any Letters of Credit
applications, the Collateral Documents, the U.S. Guaranty, the Bermuda Guaranty, the Plan Sponsor Intercreditor Agreement and all other agreements, instruments, documents and certificates identified in or entered into pursuant to
Section 4.01 or the other terms of this Agreement, in each case executed by or on behalf of any Loan Party and delivered to, or in favor of, the Administrative Agent or any other Lender Party in connection with any of the foregoing
agreements, instruments and documents.” 
 (iii) “Consolidated Tangible Net Worth” is amended and restated in the
entirety as follows: 
 “‘Consolidated Tangible Net Worth’ means, as of any date of determination,
Shareholders’ Equity plus the outstanding principal amount of any Plan Sponsor Subordinated Indebtedness (including, without limitation, the June 2011 Plan Sponsor Subordinated Indebtedness and the Supplemental June 2011 Plan
Sponsor Subordinated Indebtedness, if any) on such date, minus Intangible Assets on such date.” 
 SECTION
2.2. Amendments to Section 6.01(x). Section 6.01(x) of the Existing Credit Agreement is amended as follows: 
 (a) adding after the terms “provided that” which appear on the 14th line of such paragraph “(I)”; and 
 (b) adding after the semicolon appearing on the last line thereof the following: 

“(II) in connection with the incurrence by the Loan Parties of the June 2011 Plan Sponsor Subordinated Indebtedness and the
Supplemental June 2011 Plan Sponsor Subordinated Indebtedness, if any, the Loan Parties shall not be required to comply with the requirements of sub-clause (B)(2) of this paragraph; and (III) notwithstanding the requirements of
sub-clause (A)(x) of this paragraph, the Loan Parties shall be permitted to make cash principal and interest payments on any Plan Sponsor Subordinated Indebtedness if, at any date of determination on or after the end of the Suspension Period,
(x) the Leverage Ratio, determined for the four consecutive Fiscal Quarters most recently ending, as of such date of determination, and after giving effect to any Revolving Loans made in connection with any such payments, is less than 4.0:1.0
and (y) no Default or Event of Default has occurred and is continuing immediately before or after giving effect to any such payment; and” 
 SECTION 2.3. Amendments to Section 6.12. Section 6.12 of the Existing Credit Agreement is amended and restated in entirety as follows: 

  
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 “Section 6.12 Capital Expenditures. The Borrowers will not, nor will it permit
any Subsidiary to, incur or make any Capital Expenditures during any period set forth below in an amount exceeding the sum of (a) the amount set forth opposite such period and (b) any amounts available under the Additional Equity Interest
Basket: 
  

					
	 Period
	  	Maximum Capital Expenditures	 
		
	 Fiscal Year ending on December 26, 2010
	  	$	225,000,000	  
		
	 Fiscal Year ending on December 25, 2011 and Fiscal Year ending on December 30,
2012
	  	$	175,000,000	  
		
	 Each Fiscal Year ending on December 29, 2013 and thereafter
	  	$	350,000,000”	  

 SECTION 2.4. Amendments to Section 6.13. Section 6.13 of the Existing Credit
Agreement is amended and restated in entirety as follows: 
 “(a) Minimum Fixed Charge Coverage Ratio. The Borrowers
will not permit the Fixed Charge Coverage Ratio, determined on the last day of each Fiscal Quarter, to be less than (i) 1.20:1.00, for any period prior to Amendment No. 1 Effective Date, (ii) 1.05:1.00, for any period from and after
Amendment No. 1 Effective Date until and including March 27, 2011, (iii) 1.05:1.00, for any period beginning September 24, 2012 until June 30, 2013, and (iv) 1.10:1.00 for any period beginning on or after July 1,
2013; provided that the Fixed Charge Coverage Ratio shall initially be calculated on December 27, 2009 and shall be based solely on the financial performance of the Company for the period from and after March 29, 2009 (the
calculation as of such date being based on the preceding and following three Fiscal Quarters’ financial performance of the Company (as contemplated by the definition of ‘Fixed Charge Coverage Ratio’)); the calculation as of
March 28, 2010 being based on the preceding and following four Fiscal Quarters’ financial performance of the Company (as contemplated by the definition of “Fixed Charge Coverage Ratio”); and so on until the calculation as of
March 27, 2011 and each Fiscal Quarter thereafter being based on the preceding and following eight Fiscal Quarters’ financial performance of the Company (as contemplated by the definition of “Fixed Charge Coverage Ratio”).

 (b) Senior Leverage Ratio. The Borrowers will not permit the Senior Leverage Ratio, determined for any period of four
consecutive Fiscal Quarters ending on the last day of each Fiscal Quarter, to be greater than (i) 4.00:1.00, for the period from Amendment No. 1 Effective Date until and including March 27, 2011, (ii) 4.00;1.00, for the period
from the September 24, 2012 until June 30, 2013, (iii) 3.75:1.00, for the period from July 1, 2013 until December 29, 2013, and (iii) 3.50:1.00, for each period thereafter. 

(c) Minimum Consolidated Tangible Net Worth. The Borrowers will not permit Consolidated Tangible Net Worth, as of the last day of
any Fiscal Quarter, to be less than the sum of (i) $550,000,00 plus (ii) 50% of the cumulative Net Income (excluding any losses) of the Company and the Subsidiaries from the Effective Date through such date of calculation.”


  
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 SECTION 2.5. Amendments to Article VII. Clause (d) of Article VII of the
Existing Credit Agreement is amended by inserting at the end thereof the following: “or the Plan Sponsor shall not comply with Section 11.09;”. 
 SECTION 2.6. New Section 11.08. A new Section 11.08 is added to the Existing Credit Agreement as follows: 
 “SECTION 11.08. Temporary Modification of Certain Provisions. (a) EBITDA (other than that part thereof which is comprised of the Plan Sponsor Subordinated Indebtedness) and cash Taxes
that are used in the calculation of Fixed Charge Coverage Ratio and cash Interest Expense that is used in the calculation of Fixed Charges for the first seven Fiscal Quarters following the end of the Suspension Period shall be based solely on the
financial performance of the Company beginning from and after the end of the Suspension Period, with such results to be multiplied as follows: 
  

					
	 Fiscal Quarter End
	 	 Multiplier
	 
	December 30, 2012	 	 	8.00	  
	March 31, 2013	 	 	4.00	  
	June 30, 2013	 	 	2.67	  
	September 29, 2013	 	 	2.00	  
	December 29, 2013	 	 	1.60	  
	March 30, 2014	 	 	1.33	  
	June 29, 2014	 	 	1.14	  

 Beginning as of the eighth Fiscal Quarter following the end of the Suspension Period, the Fixed Charge Coverage Ratio
shall be calculated as provided in the definition thereof and without giving effect to the multiplier set forth above. 

(b) The unfinanced portion of Capital Expenditures that is used in the calculation of Fixed Charge Coverage Ratio for the four
Fiscal Quarters following the end of the Suspension Period shall be calculated as follows: (i) for the Fiscal Quarter ending as of December 30, 2012, based upon the unfinanced portion of Capital Expenditures for the four prior Fiscal
Quarters; (ii) for the Fiscal Quarter ending as of March 31, 2013, based upon the unfinanced portion of Capital Expenditures for the five prior Fiscal Quarters; (iii) for the Fiscal Quarter ending as of June 30, 2013, based upon
the unfinanced portion of Capital Expenditures for the six prior Fiscal Quarters; and (iv) for the Fiscal Quarter ending as of September 29, 2013, based upon unfinanced portion of Capital Expenditures for the seven prior Fiscal Quarters.
Beginning as of the eighth Fiscal Quarter following the end of the Suspension Period, the Fixed Charge Coverage Ratio shall be calculated as provided in the definition thereof and without giving effect to the foregoing. 

(c) EBITDA that is used in the calculation of Leverage Ratio for the first three Fiscal Quarters following the end of the Suspension
Period shall be based solely on the financial 

  
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performance of the Company beginning from and after the end of the Suspension Period, with such results to be multiplied as follows: 

 

					
	 Fiscal Quarter End
	 	Multiplier	 
	December 30, 2012	 	 	4.00	  
	March 31, 2013	 	 	2.00	  
	June 30, 2013	 	 	1.33	  

 Beginning as of the fourth Fiscal Quarter following the end of the Suspension Period, the Leverage Ratio shall be
calculated as provided in the definition thereof and without giving effect to the multiplier set forth above.” 

SECTION 2.7. New Section 11.09. A new Section 11.09 is added to the Existing Credit Agreement as follows:

 “SECTION 11.09. Supplemental June 2011 Plan Sponsor Subordinated Indebtedness. If during the Suspension Period,
Availability is at any time less than $200,000,000 the Plan Sponsor agrees to loan to the Company $50,000,000, on substantially the same terms as the June 2011 Plan Sponsor Subordinated Indebtedness, promptly and in any event not later than seven
Business Days thereafter (the ‘Supplemental June 2011 Plan Sponsor Subordinated Indebtedness’); provided, that any differences between the terms and conditions of the June 2011 Plan Sponsor Subordinated Indebtedness and the
terms and conditions of the Supplemental June 2011 Plan Sponsor Subordinated Indebtedness shall be reasonably satisfactory to the Administrative Agent and Rabobank.” 
 ARTICLE III  
 REPRESENTATIONS AND WARRANTIES

 In order to induce the Lenders to make the amendments provided for in Article II, each Borrower hereby
(a) represents and warrants that (i) each of the representations and warranties of the Loan Parties contained in the Existing Credit Agreement and in the other Loan Documents is true and correct in all material respects on and as of the
date hereof, except that such representations and warranties (A) that relate solely to an earlier date shall be true and correct in all material respects as of such earlier date and (B) shall be true and correct in all respects to the
extent they are qualified by a materiality standard and (ii) no Default or Event of Default has occurred and is continuing; and (b) agrees that the incorrectness in any respect of any representation and warranty contained in the preceding
clause (a) shall constitute an immediate Event of Default. Without limiting the foregoing, each Borrower hereby (x) ratifies and confirms all of the terms, covenants and conditions set forth in the Loan Documents and hereby agrees
that it remains unconditionally liable to the Administrative Agent and the Lenders in accordance with the respective terms, covenants and conditions set forth in the Loan Documents, and all the Collateral thereto in favor of the Administrative Agent
(for the benefit of the Lender Parties) continues unimpaired and in full force and effect, and (y) waives all defenses, claims, counterclaims, rights of recoupment or set-off against any of its Obligations. 

  
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 ARTICLE IV  

ACKNOWLEDGMENT OF SUBSIDIARIES 
 By executing this Agreement, each Subsidiary of the Company that is a party hereto hereby confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects, except that on and after the Effective Date each reference therein to the Credit Agreement shall refer to the Existing Credit Agreement after giving effect to this Agreement. Without
limiting the foregoing, each such Subsidiary waives all defenses, claims, counterclaims, rights of recoupment or set-off with respect to any of such Subsidiary’s Obligations. 

ARTICLE V  
 CONDITIONS TO EFFECTIVENESS; EXPIRATION 
 SECTION 5.1.
Effective Date. This Agreement shall become effective on such date (the “Effective Date”) when the conditions set forth in this Section have been satisfied. 

SECTION 5.1.1 Execution of Agreement. The Administrative Agent shall have received counterparts of this Agreement duly
executed and delivered on behalf of the Borrowers, each of the Subsidiaries of the Company parties to the Existing Credit Agreement, the Administrative Agent, Rabobank and the Required Lenders. 

SECTION 5.1.2 June 2011 Plan Sponsor Subordinated Indebtedness. The Plan Sponsor shall have loaned to the Company
$50,000,000 pursuant to the terms of the documentation set forth as Exhibit A to this Agreement. 
 SECTION 5.1.3
Plan Sponsor Intercreditor Agreement. The Plan Sponsor, the Loan Parties and the Administrative Agent shall have entered into the Intercreditor Agreement in substantially the form of Exhibit B to this Agreement. 

SECTION 5.1.4 Fees. The Administrative Agent shall have received on the Effective Date the fees required to be paid
pursuant to the fee letters that have been entered into in connection with this Agreement. In addition, each Lender that enters into the Agreement on or prior to the Effective Date shall have received a one-time amendment fee, earned and payable in
full severally on the Effective Date, equal to 0.25% of each such Lender’s aggregate Revolving Commitment (if such Lender is a Revolving Lender) and 0.25% of each such Lender’s aggregate principal amount of Term Loans (if such Lender is a
Term Lender) on the Effective Date. 
 SECTION 5.1.5 Representations and Warranties. The representations and
warranties made by the Borrowers pursuant to Article III as of the Effective Date shall be true and correct. 

SECTION 5.2. Expiration. If the Effective Date has not occurred on or prior to 10:00 a.m. (New York, New York time) on
June 26, 2011, the agreements of the parties contained in this Agreement shall terminate immediately on such date and without further action. 

  
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 ARTICLE VI 
 MISCELLANEOUS 
 SECTION 6.1. Cross-References.
References in this Agreement to any Article or Section are, unless otherwise specified, to such Article or Section of this Agreement. 
 SECTION 6.2. Loan Document Pursuant to Amended Credit Agreement. This Agreement is a Loan Document executed pursuant to the Amended Credit Agreement. Except as expressly amended hereby, all
of the representations, warranties, terms, covenants and conditions contained in the Existing Credit Agreement and each other Loan Document shall remain unamended or otherwise unmodified and in full force and effect. 

SECTION 6.3. Limitation of Amendments. The amendments set forth in Article II shall be limited precisely as provided
for herein and shall not be deemed to be a waiver of, amendment of, consent to or modification of any other term or provision of the Existing Credit Agreement or of any term or provision of any other Loan Document or of any transaction or further or
future action on the part of any Borrower or any other Loan Party which would require the consent of any of the Lenders under the Existing Credit Agreement or any other Loan Document. 

SECTION 6.4. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. 
 SECTION 6.5. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 

SECTION 6.6. Further Assurances. The Borrowers shall execute and deliver, and shall cause each other Loan Party to execute
and deliver, from time to time in favor of the Administrative Agent and the Lenders, such documents, agreements, certificates and other instruments as shall be necessary or advisable to effect the purposes of this Agreement. 

SECTION 6.7. Costs and Expenses. The Borrowers agree to pay all reasonable and documented out-of-pocket expenses incurred
by the Administrative Agent, including the reasonable and documented out-of-pocket fees, charges and disbursements of legal counsel for the Administrative Agent, that are incurred in connection with the execution and delivery of this Agreement and
the other agreements and documents entered into in connection herewith. 
 SECTION 6.8. Governing Law. THIS
AGREEMENT 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. 
 SECTION 6.9. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY REQUIREMENTS OF LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS 

  
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CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
 SECTION 6.10. Entire Agreement.
This Agreement constitutes the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. 

[Signature pages follow] 

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

			
	BORROWERS:
	
	PILGRIM’S PRIDE CORPORATION
		
	By:	 	 /s/ William W. Lovette

	Name: William W. Lovette
	Title: President and Chief Executive Officer
	
	TO-RICOS, LTD.
		
	By:	 	 /s/ William W. Lovette

	Name: William W. Lovette
	Title: President and Chief Executive Officer
	
	TO-RICOS DISTRIBUTION, LTD.
		
	By:	 	 /s/ William W. Lovette

	Name: William W. Lovette
	Title: President and Chief Executive Officer
	
	OTHER LOAN PARTIES:
	
	PILGRIM’S PRIDE CORPORATION OF WEST VIRGINIA, INC.
		
	By:	 	 /s/ William W. Lovette

	Name: William W. Lovette
	Title: President and Chief Executive Officer









 
			
	ADMINISTRATIVE AGENT:
	
	 COBANK, ACB,
 as
Administrative Agent

		
	By:	 	 /s/ James H. Matzat

	Name: James H. Matzat
	Title: Vice President









 
			
	LENDERS:
	
	 COBANK, ACB,
 as
Lender and as Swingline Lender

		
	By:	 	 /s/ James H. Matzat

	Name: James H. Matzat
	Title: Vice President









 
			
	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL”, NEW YORK BRANCH,
	as Lender
		
	By:	 	 /s/ Michalene Donegan

	Name: Michalene Donegan
	Title: Executive Director
		
	By:	 	 /s/ Brett Delfino

	Name: Brett Delfino
	Title: Executive Director









 
			
	BANK OF MONTREAL,
	as Lender
		
	By:	 	 /s/ Philip Langheim

	Name: Philip Langheim
	Title: Managing Director









 
			
	BARCLAYS BANK PLC,
	as Lender
		
	By:	 	 /s/ Nicole Conjares

	Name: Nicole Conjares
	Title: AVP









 
			
	 MORGAN STANLEY SENIOR FUNDING, INC.,
 as Lender

		
	By:	 	 /s/ Agata Marczak

	Name: Agata Marczak
	Title: Vice President









 
			
	 AGRILAND, FARM CREDIT SERVICES ACA,
 as Lender

		
	By:	 	 /s/ John F. Holland

	Name: John F. Holland
	Title: Chief Credit Officer









 
			
	ING CAPITAL LLC,
	as Lender
		
	By:	 	 /s/ Daniel W. Lamprecht

	Name: Daniel W. Lamprecht
	Title: Managing Director









 
			
	 THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK,
 as Lender

	By:	 	AIG Asset Management (U.S.), LLC,
		 	as investment adviser
		
	By:	 	 /s/ William H. Hasson

	Name: William H. Hasson
	Title: Managing Director









 
			
	WESTERN NATIONAL LIFE INSURANCE COMPANY, as Lender
	By:	 	 AIG Asset Management (U.S.), LLC,
 as investment adviser

		
	By:	 	 /s/ William H. Hasson

	Name: William H. Hasson
	Title: Managing Director









 
			
	THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, as Lender
	By:	 	AIG Asset Management (U.S.), LLC,
		 	as investment adviser
		
	By:	 	 /s/ William H. Hasson

	Name: William H. Hasson
	Title: Managing Director









 
			
	METROPOLITAN LIFE INSURANCE COMPANY, as Lender
		
	By:	 	 /s/ Barry L. Bogseth

	Name: Barry L. Bogseth
	Title: Director









 
			
	JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), as successor by merger to John Hancock Life Insurance Company and to John Hancock Variable Life Insurance Company, as
Lender
		
	By:	 	 /s/ Dwayne Bertrand

	Name: Dwayne Bertrand
	Title: Managing Director









 
			
	JOHN HANCOCK LIFE & HEALTH INSURANCE COMPANY, as Lender
		
	By:	 	 /s/ Dwayne Bertrand

	Name: Dwayne Bertrand
	Title: Managing Director









 
			
	JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY, as Lender
		
	By:	 	 /s/ Dwayne Bertrand

	Name: Dwayne Bertrand
	Title: Managing Director









 
			
	TRANSAMERICA LIFE INSURANCE COMPANY, as Lender
		
	By:	 	 /s/ Randall R. Smith

	Name: Randall R. Smith
	Title: Vice President









 
			
	MERIT LIFE INSURANCE CO.,
	as Lender
		
	By:	 	 /s/ Robert A. Cole

	Name: Robert A. Cole
	Title: President









 
			
	U.S. BANK NATIONAL ASSOCIATION,
	as Lender
		
	By:	 	 /s/ Thomas N. Martin

	Name: Thomas N. Martin
	Title: Senior Vice President









 
			
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as Lender
		
	By:	 	 /s/ William C. Pappas

	Name: William C. Pappas
	Title: Vice President









 
			
	BANK OF THE WEST,
	as Lender
		
	By:	 	 /s/ Michael D. Hogg

	Name: Michael D. Hogg
	Title: Vice President









 
			
	BANK OF AMERICA, N.A., as Lender
		
	By:	 	 /s/ Kory Clark

	Name: Kory Clark
	Title: SVP









 
			
	THE BANK OF NOVA SCOTIA, as Lender
		
	By:	 	 /s/ Michelle C. Phillips

	Name: Michelle C. Phillips
	Title: Director









 
			
	SOCIÉTÉ GENERALE, as Lender
		
	By:	 	 /s/ Barbara Paulsen

	Name: Barbara Paulsen
	Title: Managing Director









 
			
	FIFTH THIRD BANK, as Lender
		
	By:	 	 /s/ Dwayne Sharp

	Name: Dwayne Sharp
	Title: Vice President









 
			
	 BLACK DIAMOND CLO 2005-1 LTD.
 By: Black Diamond CLO 2005-1 Adviser, L.L.C.
 As its Collateral Manager, as
Lender

		
	By:	 	 /s/ Stephen H. Deckoff

	Name: Stephen H. Deckoff
	Title: Managing Principal









 
			
	 BLACK DIAMOND CLO 2006-1 (CAYMAN) LTD.
 By: Black Diamond CLO 2006-1 Adviser, L.L.C.
 As its Collateral Manager, as
Lender

		
	By:	 	 /s/ Stephen H. Deckoff

	Name: Stephen H. Deckoff
	Title: Managing Principal









 
			
	 AMERICAN GENERAL LIFE INSURANCE
 COMPANY, as Lender

		
	By:	 	AIG Asset Management (U.S.), LLC,
		 	as investment adviser
		
	By:	 	 /s/ William H. Hasson

	Name: William H. Hasson
	Title: Managing Director









 
			
	 BLACK DIAMOND CLO 2005-2 LTD.
 By: Black Diamond CLO 2005-2 Adviser, L.L.C.
 As its Collateral Manager, as
Lender

		
	By:	 	 /s/ Stephen H. Deckoff

	Name: Stephen H. Deckoff
	Title: Managing Principal









 
			
	 FARM CREDIT EAST, ACA formerly known as
 FIRST PIONEER FARM CREDIT, ACA, as Lender

		
	By:	 	 /s/ Thomas W. Cosgrove

	Name: Thomas W. Cosgrove
	Title: Vice President