Exhibit 10.49


                                            EXECUTION
      COPY

     

    SECOND
      AMENDMENT AND CONSENT, dated as of September 28, 2006 (this “Amendment”),
      to
      the $400,000,000 FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of April 14,
      2005
      (as amended, restated, supplemented or otherwise modified from time to time,
      the
“Revolving
      Credit Agreement”),
      among
      THE READER’S DIGEST ASSOCIATION, INC., a Delaware corporation (the “Company”),
      the
      BORROWING SUBSIDIARIES party thereto (the “Borrowing
      Subsidiaries”),
      the
      LENDERS party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent (in
      such capacity, the “Administrative
      Agent”)
      and
      Collateral Agent, THE ROYAL BANK OF SCOTLAND PLC, as Syndication Agent, and
      COMMERZBANK AG, NEW YORK BRANCH, HSBC BANK USA, NATIONAL ASSOCIATION and
      WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.

     

    WITNESSETH:

     

    WHEREAS,
      the Lenders have agreed to extend credit to the Borrowers on the terms and
      subject to the conditions set forth in the Revolving Credit Agreement;


     

    WHEREAS,
      the Company and certain of its Subsidiaries are considering entering into a
      series of transactions, as a result of which (a) Verlag DAS BESTE GmbH, a
      company incorporated under the laws of Germany (the “German
      Subsidiary”),
      and
      The Reader’s Digest Association Limited, a company incorporated under the laws
      of England and Wales (the “English
      Subsidiary”),
      will
      cease to be directly held wholly owned subsidiaries of the Company and will
      instead become indirectly held wholly owned subsidiaries of the Company (other
      than for a 10% interest in the German Subsidiary which shall continue to be
      directly held by the Company) and (b) Pegasus Netherlands Services C.V., a
      limited partnership formed under the laws of The Netherlands (the “New
      Foreign Holding Company”),
      will
      become (i) a wholly owned subsidiary of the Company, with a general partnership
      interest constituting approximately 99% of all partnership interests therein
      being held directly by the Company and a limited partnership interest
      constituting approximately 1% of all partnership interests therein being held
      indirectly by the Company and (ii) the direct or indirect holder of various
      foreign subsidiaries of the Company, including the German Subsidiary (other
      than
      for a 10% interest therein which shall continue to be directly held by the
      Company) and the English Subsidiary (such series of transactions as set forth
      in
      clauses (a) and (b), the “Reorganization”);

     

    WHEREAS,
      attached hereto as Exhibit
      A
      is an
      organizational structure chart of the Company and certain of its Subsidiaries,
      as such structure exists prior to the Reorganization;

     

    WHEREAS,
      attached hereto as Exhibit
      B
      is an
      organizational structure chart of the Company and certain of its Subsidiaries,
      as such structure is expected to exist following consummation of the
      Reorganization; and

     


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    


    WHEREAS,
      in connection with the Reorganization, the Company has requested that the
      Lenders consent to certain transactions, amend the Pledge Agreement and
      terminate each of the Foreign Pledge Agreements related to the German Subsidiary
      and the English Subsidiary, and the Lenders whose signatures appear on the
      signature pages hereof, constituting at least the Required Lenders, are willing
      to consent to such transactions, such amendment and such terminations on the
      terms and subject to the conditions set forth herein;

     

    WHEREAS,
      the Company has also requested that the Lenders amend certain provisions of
      the
      Revolving Credit Agreement and the Lenders whose signatures appear on the
      signature pages hereof, constituting at least the Required Lenders, are willing
      to amend the Revolving Credit Agreement on the terms and subject to the
      conditions set forth herein;

     

    NOW,
      THEREFORE, in consideration of the mutual agreements contained herein and other
      good and valuable consideration, the sufficiency and receipt of which are hereby
      acknowledged, the parties hereto agree as follows:

     

    SECTION
      1. Defined
      Terms.
      Capitalized terms used but not otherwise defined herein (including in the
      recitals hereto) have the meanings assigned to them in the Revolving Credit
      Agreement.

     

    SECTION
      2. Satisfaction
      of Requirements of Sections 5.09 and 5.10.
      Upon the
      Reorganization Effective Date, the obligations of the Company under Sections
      5.09 and 5.10 of the Revolving Credit Agreement, to the extent such obligations
      relate to the Reorganization, shall be deemed satisfied.

     

    SECTION
      3. Satisfaction
      of Requirements of Section 6.05.
      Upon the
      Reorganization Effective Date, the requirements of Section 6.05 of the
      Revolving Credit Agreement, to the extent such requirements relate to the
      Reorganization, shall be deemed satisfied.

     

    SECTION
      4. Consent
      of Lenders to Amendment to Pledge Agreement.
      Upon the
      Reorganization Effective Date, the Lenders whose signatures appear on the
      signature pages hereto, constituting at least the Required Lenders, hereby
      consent to the amendment of the Pledge Agreement, substantially in the form
      of
Exhibit
      C
      hereto
      (the “Pledge
      Agreement Amendment”)
      (with
      such changes to Schedule II thereto approved by the Collateral Agent and the
      Company as shall be necessary to properly reflect the pledge of 65% of the
      issued and outstanding partnership interests of the New Foreign Holding
      Company), and hereby authorize and direct the Collateral Agent to execute and
      deliver such amendment.

     

    SECTION
      5. Consent
      of Lenders to Release of German Subsidiary and English
      Subsidiary.
      Upon
      the Reorganization Effective Date, the Lenders whose signatures appear on the
      signature pages hereto, constituting at least the Required Lenders,
      hereby:

     

    (a)
      consent
      to the release of the pledges of 65% of the Equity Interests of each of the
      German Subsidiary and the English Subsidiary, the reassignment to the Company
      of
      any and all rights and claims assigned by the Company under the Foreign Pledge
      Agreements related thereto, and the termination of such Foreign Pledge
      Agreements;

     


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    (b)
      authorize
      and direct the Collateral Agent, on behalf of and in the name of such Lenders,
      to so release such pledges, reassign such rights and claims and terminate such
      agreements; and

     

    (c)
      in
      connection with the release of the Equity Interests of the German Subsidiary,
      the reassignment to the Company of any and all rights and claims assigned by
      the
      Company under the Foreign Pledge Agreement related thereto, and the termination
      of such Foreign Pledge Agreement, (i) authorize the Collateral Agent to appoint
      any agents or attorneys to execute and deliver any document, or otherwise to
      act, on behalf of and in the name of the Collateral Agent for such purposes,
      (ii) authorize the Collateral Agent to do any and all acts and to make any
      and
      all declarations which are deemed necessary or appropriate by the Collateral
      Agent for such purposes, (iii) approve, pursuant to Section 185 of the German
      Civil Code, the acts performed and declarations made by the Collateral Agent
      or
      its representatives or attorneys-in-fact (including, but not limited to, those
      before a notary in Basel, Switzerland) in connection with such purposes, and
      (iv) hereby relieve the Collateral Agent from the self-dealing restrictions
      imposed by Section 181 of the German Civil Code.

     

    SECTION
      6. Waiver
      of Pledge Requirement Related to Selection du Reader’s Digest
      S.A.
      Upon the
      Reorganization Effective Date, the Lenders whose signatures appear on the
      signature pages hereto, constituting at least the Required Lenders, hereby
      waive
      the provisions of paragraph (c) of the definition of “Collateral Requirement” in
      the Revolving Credit Agreement to the extent that such provisions require the
      Company to pledge 65% of the voting Equity Interests of Selection du Reader’s
      Digest S.A. on account of the financial results of the Company as of the fiscal
      year ended June 30, 2006. Such waiver shall be deemed to be effective as of
      June 30, 2006. 

     

    SECTION
      7. Amendment
      of Section 1.01.
      Upon the
      Covenant Effective Date, the pricing table in the definition of “Applicable
      Rate”
in
      Section 1.01 of the Revolving Credit Agreement is hereby amended and restated
      in
      its entirety to read as follows: 

     

    “
Pricing
      Table

     

    
      	
              Consolidated
                Leverage Ratio

            	
              Eurodollar
                Spread

            	
              ABR
                Spread

            	
              Commitment
                Fees

            
	
              Level
                1

              ≥4.0

            	
              2.25%

            	
              1.25%

            	
              0.500%

            
	
              Level
                2

              ≥3.5
                and <4.0

            	
              2.00%

            	
              1.00%

            	
              0.500%

            
	
              Level
                3

              ≥3.25
                and <3.5

            	
              1.75%

            	
              0.75%

            	
              0.500%

            
	
              Level
                4

              ≥3.0
                and <3.25

            	
              1.50%

            	
              0.50%

            	
              0.375%

            
	
              Level
                5

              ≥2.5
                and <3.0

            	
              1.25%

            	
              0.25%

            	
              0.250%

            
	
              Level
                6

              ≥2.0
                and <2.5

            	
              1.00%

            	
              0.00%

            	
              0.200%

            
	
              Level
                7

              ≥1.5
                and <2.0

            	
              0.75%

            	
              0.00%

            	
              0.175%

            
	
              Level
                8

              <1.5

            	
              0.50%

            	
              0.00%

            	
              0.150%

            


    

    ”

     


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    SECTION
      8. Amendment
      of Section 6.09.
      Upon the
      Covenant Effective Date, Section 6.09 of the Revolving Credit Agreement is
      hereby amended and restated in its entirety to read as follows:

     

    “SECTION
      6.09. Consolidated
      Leverage Ratio.
      The
      Company will not permit the Consolidated Leverage Ratio (a) as of September
      30,
      2006, to be greater than 4.75 to 1.00; (b) as of December 31, 2006, to be
      greater than 4.25 to 1.00; (c) as of March 31, 2007, to be greater than 4.00
      to
      1.00; and (d) as of the last day of any fiscal quarter ending after March 31,
      2007, to be greater than 3.50 to 1.00.”

     

    SECTION
      9. Restriction
      on Share Repurchases.
      Notwithstanding anything to the contrary in the Revolving Credit Agreement,
      during the period from the Covenant Effective Date to and including June 30,
      2007, the Company and its Subsidiaries shall not make any payment (whether
      in
      cash, securities or other property), including any sinking fund or similar
      deposit, on account of the purchase, redemption, retirement, acquisition,
      cancellation or termination of any Equity Interests in the Company; provided,
      however,
      that
      the foregoing shall not restrict the ability of the Company to make any such
      payments in an aggregate amount not exceeding $5,000,000 pursuant to and in
      accordance with stock option plans or other benefit plans for management or
      employees of the Company; provided,
      further,
      however,
      that
      the foregoing shall not restrict the ability of the Company to make any such
      payments in an aggregate amount not exceeding $30,000,000 if, as of the last
      day
      of the then most recently ended fiscal quarter, the Consolidated Leverage Ratio
      of the Company, as set forth in the certificate related to such fiscal quarter
      delivered by the Company pursuant to Section 5.01(c) of the Revolving Credit
      Agreement, is less than or equal to 3.50 to 1.00; provided,
      further,
      however,
      that if
      the Company makes any such payment pursuant to the immediately preceding proviso
      on or prior to March 31, 2007, upon the making of such payment, Section 6.09
      of
      the Revolving Credit Agreement shall be amended and restated in its entirety
      to
      read as follows:

     

    “SECTION
      6.09. Consolidated
      Leverage Ratio.
      The
      Company will not permit the Consolidated Leverage Ratio (a) as of September
      30,
      2006, to be greater than 4.75 to 1.00; (b) as of December 31, 2006, to be
      greater than 4.25 to 1.00; and (c) as of the last day of any fiscal quarter
      ending after December 31, 2006, to be greater than 3.50 to 1.00.”

     

    For
      all
      purposes under the Revolving Credit Agreement, this Section 9 shall be deemed
      to
      be a covenant set forth in Article VI of the Revolving Credit Agreement.


     

    SECTION
      10. Representations,
      Warranties and Agreements Related to the Reorganization.
      The
      Company, as to itself and each of its Subsidiaries, hereby represents and
      warrants to and agrees with each Lender and the Administrative Agent
      that:

     

    (a)
      The
      representations and warranties set forth in Article IV of the Revolving Credit
      Agreement are true and correct in all material respects on and as of the
      Reorganization Effective Date and after giving effect to this Amendment and
      the
      Reorganization, with the same effect as if made on and as of such date, except
      to the extent such representations and warranties expressly relate to an earlier
      date, in which case such representations and warranties are true and correct
      in
      all material respects on and as of such earlier date.

     


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    (b)
      This
      Amendment has been duly authorized, executed and delivered by the Company and
      each Borrowing Subsidiary. Each of this Amendment and the Revolving Credit
      Agreement constitutes (assuming due execution and delivery by the Required
      Lenders) a legal, valid and binding obligation of the Company and each Borrowing
      Subsidiary, enforceable against the Company and each Borrowing Subsidiary in
      accordance with its terms, except as enforceability may be limited by (i) any
      applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting the enforcement of creditors’ rights generally and (ii) general
      principles of equity.

     

    (c)
      As
      of the
      Reorganization Effective Date, after giving effect to this Amendment and the
      Reorganization, no Default or Event of Default has occurred and is
      continuing.

     

    SECTION
      11. Representations,
      Warranties and Agreements Related to the Covenant Amendments.
      The
      Company, as to itself and each of its Subsidiaries, hereby represents and
      warrants to and agrees with each Lender and the Administrative Agent
      that:

     

    (a)
      The
      representations and warranties set forth in Article IV of the Revolving Credit
      Agreement are true and correct in all material respects on and as of the
      Covenant Effective Date and after giving effect to this Amendment, with the
      same
      effect as if made on and as of such date, except to the extent such
      representations and warranties expressly relate to an earlier date, in which
      case such representations and warranties are true and correct in all material
      respects on and as of such earlier date.

     

    (b)
      This
      Amendment has been duly authorized, executed and delivered by the Company and
      each Borrowing Subsidiary. Each of this Amendment and the Revolving Credit
      Agreement as amended hereby constitutes (assuming due execution and delivery
      by
      the Required Lenders) a legal, valid and binding obligation of the Company
      and
      each Borrowing Subsidiary, enforceable against the Company and each Borrowing
      Subsidiary in accordance with its terms, except as enforceability may be limited
      by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or
      similar laws affecting the enforcement of creditors’ rights generally and (ii)
      general principles of equity.

     

    (c)
      As
      of the
      Covenant Effective Date, after giving effect to this Amendment, no Default
      or
      Event of Default has occurred and is continuing.

     

    SECTION
      12. Conditions
      to Effectiveness of Reorganization Related Terms.
      The
      terms of this Amendment contained in Sections 2 through 6 hereof shall become
      effective as of the date on which the following conditions are satisfied (the
      “Reorganization
      Effective Date”):

     

    (a)
      The
      Administrative Agent shall have received duly executed counterparts hereof
      which, when taken together, bear the authorized signatures of the Company,
      the
      Borrowing Subsidiaries and Lenders constituting at least the Required
      Lenders.

     

    (b)
      Each
      of
      the German Subsidiary and the English Subsidiary shall be or shall become on
      the
      Reorganization Effective Date a wholly owned indirect subsidiary of the New
      Foreign Holding Company (other than for a 10% interest in the German Subsidiary,
      which shall continue to be directly held by the Company).

     


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    (c)
      The
      Collateral Agent shall have received duly executed counterparts of (i) the
      Pledge Agreement Amendment, executed by the Company and each Borrowing
      Subsidiary and (ii) a Foreign Pledge Agreement relating to 65% of the
      partnership interests in the New Foreign Holding Company, in form and substance
      satisfactory to the Administrative Agent and the Company (the “New
      Dutch Pledge Agreement”),
      executed by the Company. 

     

    (d)
      The
      representations and warranties set forth in Section 10 hereof shall be true
      and
      correct on and as of the Reorganization Effective Date.

     

    (e)
      The
      Agents shall have received favorable written opinions of (i) Clifford H. R.
      DuPree, Associate General Counsel of the Company, and (ii) Loyens & Loeff,
      Dutch counsel to the Collateral Agent, each in form and substance reasonably
      acceptable to the Agents.

     

    (f)
      The
      Administrative Agent shall have received, on behalf of the Lenders, a
      certificate as to the good standing or subsistence, if and to the extent such
      concepts are relevant in The Netherlands, of the New Foreign Holding Company,
      dated as of a date near the Reorganization Effective Date, from the appropriate
      governmental authority, or other evidence reasonably satisfactory to the
      Administrative Agent as to the good standing of such entity.

     

    (g)
      All
      fees
      payable and expenses reimbursable in connection with this Amendment (including
      the fees, charges and disbursements of Cravath, Swaine & Moore LLP, Lawrence
      Graham, Hengeler Mueller and Loyens & Loeff, counsel for the Agents) shall
      have been paid or shall simultaneously be paid in full to the extent
      invoiced.

     

    The
      Administrative Agent shall notify the Company and the Lenders of the
      Reorganization Effective Date, and such notice shall be conclusive and
      binding.

     

    Notwithstanding
      the foregoing, terms of this Amendment contained in Sections 2 through 6 hereof
      shall not become effective unless each of the foregoing conditions shall have
      been satisfied (or waived pursuant to Section 10.02 of the Revolving Credit
      Agreement) at or prior to 5:00 p.m., New York City time, on December 27,
      2006.

     

    SECTION
      13. Conditions
      to Effectiveness of Covenant Related Amendments.
      The
      terms of this Amendment contained in Sections 7 through 9 hereof shall become
      effective as of the date on which the following conditions are satisfied (the
      “Covenant
      Effective Date”):

     

    (a)
      The
      Administrative Agent shall have received duly executed counterparts hereof
      which, when taken together, bear the authorized signatures of the Company,
      the
      Borrowing Subsidiaries and Lenders constituting at least the Required
      Lenders.

     

    (b)
      The
      representations and warranties set forth in Section 11 hereof shall be true
      and
      correct on and as of the Covenant Effective Date.

     

    (c)
      All
      fees
      payable and expenses reimbursable in connection with this Amendment (including
      the fees, charges and disbursements of Cravath, Swaine & Moore LLP, Lawrence
      Graham, Hengeler Mueller and Loyens & Loeff, counsel for the Agents) shall
      have been paid or shall simultaneously be paid in full to the extent
      invoiced.

     


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    The
      Administrative Agent shall notify the Company and the Lenders of the Covenant
      Effective Date, and such notice shall be conclusive and binding.

     

    SECTION
      14. Applicable
      Law.
      THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
      OF
      THE STATE OF NEW YORK.

     

    SECTION
      15. Counterparts.
      This
      Amendment 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 instrument. Delivery
      of an
      executed counterpart of a signature page of this Amendment by telecopy or
      electronic image scan shall be effective as delivery of a manually executed
      counterpart hereof.

     

    SECTION
      16. Amendment
      Fee.
      The
      Company agrees to pay to the Administrative Agent, for the account of each
      Lender that consents to this Amendment, an amendment fee (the “Amendment
      Fee”)
      in an
      amount equal to 10 basis points on the amounts of the consenting Lenders’
commitments under the Revolving Credit Agreement. The Amendment Fees will be
      earned and payable upon the earlier of the Reorganization Effective Date or
      the
      Covenant Effective Date. 

     

    SECTION
      17. Expenses.
      The
      Company agrees to reimburse the Agents for their reasonable out-of-pocket
      expenses in connection with this Amendment, including the reasonable fees,
      charges and disbursements of Cravath, Swaine & Moore LLP, Lawrence Graham,
      Hengeler Mueller and Loyens & Loeff, each counsel to the
      Agents.

     

    SECTION
      18. Revolving
      Credit Agreement.
      Except
      as specifically stated herein, the Revolving Credit Agreement shall continue
      in
      full force and effect in accordance with the provisions thereof. As used
      therein, the terms “Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and
      words of similar import shall, unless the context otherwise requires, refer
      to
      the Revolving Credit Agreement as modified hereby. For the avoidance of doubt,
      this Amendment shall be treated as a “Loan Document”, as such term is defined in
      the Revolving Credit Agreement. 

     

    SECTION
      19. Power
      of Attorney Related to the New Dutch Pledge Agreement.
      Upon
      the Reorganization Effective Date, the Lenders whose signatures appear on the
      signature pages hereto, constituting at least the Required Lenders, hereby
      (a)
      authorize and direct the Collateral Agent, on behalf of and in the name of
      such
      Lenders, to execute and deliver the New Dutch Pledge Agreement, (b) authorize
      the Collateral Agent to appoint any agents or attorneys to execute and deliver
      any document, or otherwise to act, on behalf of and in the name of the
      Collateral Agent for such purposes and (c) authorize the Collateral Agent to
      do
      any and all acts and to make any and all declarations which are deemed necessary
      or appropriate by the Collateral Agent for such purposes.

     

    [remainder
      of page intentionally blank - signature page is the next page]

    


     


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

    

      
        	
                THE
                  READER’S DIGEST ASSOCIATION, INC.,

                 

              	 
	
                by:

              	 
	 	
                /s/
                  William H. Magill

              	 
	 	
                Name:
                  William H. Magill

                Title:
                  Vice President and Treasurer

              	 


      

      


      
        	
                BOOKS
                  ARE FUN, LTD.,

                 

              	 
	
                by:

              	 
	 	
                /s/
                  William H. Magill

              	 
	 	
                Name:
                  William H. Magill

                Title:
                  Vice President and Treasurer

              	 


      

      


      
        	
                QSP,
                  INC.,

                 

              	 
	
                by:

              	 
	 	
                /s/
                  William H. Magill

              	 
	 	
                Name:
                  William H. Magill

                Title:
                  Vice President and Treasurer

              	 


      

      


      
        	
                REIMAN
                  MEDIA GROUP, INC.,

                 

              	 
	
                by:

              	 
	 	
                /s/
                  William H. Magill

              	 
	 	
                Name:
                  William H. Magill

                Title:
                  Vice President and Treasurer

              	 


      

      


      
        	
                JPMORGAN
                  CHASE BANK, N.A., as a Lender and as Administrative Agent and Collateral
                  Agent,

                 

              	 
	
                by:

              	 
	 	
                /s/
                  Randolph Cates

              	 
	 	
                Name:
                  Randolph Cates

                Title:
                  Vice President

              	 


      

    


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    



    To
      approve the Second Amendment and Consent to the Revolving Credit
      Agreement:

    


    

      


      
        	
                Name
                  of Institution:
                   
                  ABN AMBRO BANK N.V.  

                              
as
                  a Lender,

                 

              	 
	
                by:

              	 
	 	
                /s/
                  Frances O’R. Logan

              	 
	 	
                Name:
                  Frances O’R. Logan

                Title:
                  Managing Director

              	 
	 	
                 

                 

                /s/
                  John Jankowski

              	 
	 	
                Name:
                  John Jankowski

                Title:
                  Assistant Vice President

              	 


      

      


      


       

    

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    

      To
        approve the Second Amendment and Consent to the Revolving Credit
        Agreement:

      


      


      
        	
                Name
                  of Institution:
                   
                  Bank
                  of America, N.A  

                             
                  as a Lender,

                 

              	 
	
                by:

              	 
	 	
                /s/
                  Peter Vanderhorst

              	 
	 	
                Name:
                  Peter Vanderhorst

                Title:
                  Principal

              	 


      

      


      


       

      
        
           

        

        
          -9-

          
            

          

        

        
           

        

      

      


       


      To
        approve the Second Amendment and Consent to the Revolving Credit
        Agreement:

      


      


      
        	
                Name
                  of Institution:
                   
                  Goldman
                  Sachs Credit Partners L.P.  

                              
as
                  a Lender,

                 

              	 
	
                by:

              	 
	 	
                /s/
                  James Balcom

              	 
	 	
                Name:
                  James Balcom

                Title:
                  Authorized Signatory

              	 


      

      


      


       

      
        
           

        

        
          -10-

          
            

          

        

        
           

        

      

       

       


      To
        approve the Second Amendment and Consent to the Revolving Credit
        Agreement:

      


      


      
        	
                Name
                  of Institution:
                   
                  HSBC Bank
                  USA, National Association  

                              
as
                  a Lender,

                 

              	 
	
                by:

              	 
	 	
                /s/
                  William L. Meli

              	 
	 	
                Name:
                  William L. Meli

                Title:
                  Vice President

              	 


      

      


      


      
        
           

        

        
          -11-

          
            

          

        

        
           

        

      

       

       

       

      To
        approve the Second Amendment and Consent to the Revolving Credit
        Agreement:

      


      


      
        	
                Name
                  of Institution:
                   
                  Hizuho
                  Corporate Bank Ltd.  

                              
as
                  a Lender,

                 

              	 
	
                by:

              	 
	 	
                /s/
                  Raymond Ventura

              	 
	 	
                Name:
                  Raymond Ventura 

                Title:
                  Deputy General Manager

              	 


      

      


      


       

      
        
           

        

        
          -12-

          
            

          

        

        
           

        

      

      


       


      To
        approve the Second Amendment and Consent to the Revolving Credit
        Agreement:

      


      


      
        	
                Name
                  of Institution:
                    National
                  Australia Bank Limited  

                             
                  as a Lender,

                 

              	 
	
                by:

              	 
	 	
                /s/
                  Eduardo Salazar

              	 
	 	
                Name:
                  Eduardo Salazar 

                Title:
                  Senior Vice President and 

                Head
                  of Corporate Banking

              	 


      

      


      


      
        
           

        

        
          -13-

          
            

          

        

        
           

        

      

       

       


      To
        approve the Second Amendment and Consent to the Revolving Credit
        Agreement:

      


      


      
        	
                Name
                  of Institution:
                    The
                  Northern Trust Company  

                             
                  as a Lender,

                 

              	 
	
                by:

              	 
	 	
                /s/
                  Jeffrey B. Clark

              	 
	 	
                Name:
                  Jeffrey B. Clark 

                Title:
                  Senior Vice President

              	 


      

      


      


       

      
        
           

        

        
          -14-

          
            

          

        

        
           

        

      

      


       

      To
        approve the Second Amendment and Consent to the Revolving Credit
        Agreement:

      


      


      
        	
                Name
                  of Institution:
                    Toronto
                  Dominion (Texas) LLC  

                              
as
                  a Lender,

                 

              	 
	
                by:

              	 
	 	
                /s/
                  Debbi L. Brito

              	 
	 	
                Name:
                  Debbi L. Brito 

                Title:
                  Authorized Signatory

              	 


      

      


      


       

      
        
           

        

        
          -15-

          
            

          

        

        
           

        

      

      


       

       


      To
        approve the Second Amendment and Consent to the Revolving Credit
        Agreement:

      


      


      
        	
                Name
                  of Institution:
                    Wachovia
                  Bank, National Association  

                              
as
                  a Lender,

                 

              	 
	
                by:

              	 
	 	
                /s/
                  John Brady

              	 
	 	
                Name:
                  John Brady 

                Title:
                  Director

              	 


      

      


      


       

      


      
        
           

        

        
          -16-

          
            

          

        

        
           

        

      

       

      


       

      


       


      To
        approve the Second Amendment and Consent to the Revolving Credit
        Agreement:

      


      


      
        	
                Name
                  of Institution:
                    Loan
                  Funding XIII LLC for itself or as agent for Corporate Funding XIII
                   

                             
                  as a Lender,

                 

              	 
	
                by:

              	 
	 	
                /s/
                  Brian C. Carlson

              	 
	 	
                Name:
                  Brian C. Carlson 

                Title:
                  Principal

                Silvermine
                  Capital Management LLC

              	 


      

      


      


       

      


      
        
           

        

        
          -17-

          
            

          

        

        
           

        

      

       

       

       


      To
        approve the Second Amendment and Consent to the Revolving Credit
        Agreement:

      


      


      
        	
                Name
                  of Institution:
                    Commerzbank,
                  AG, New York and Grand Cayman  

                              
as
                  a Lender,

                 

              	 
	
                by:

              	 
	 	
                /s/
                  Robert S. Taylor 

              	 
	 	
                Name:
                  Robert S. Taylor 

                Title:
                  Senior Vice President

              	 
	 	
                 

                 

                /s/
                  Barbara Peters 

              	 
	 	
                Name:
                  Barbara Peters 

                Title:
                  Assistant Treasurer

              	 


      

      


      


       

      
        
           

        

        
          -18-

          
            

          

        

        
           

        

      

      


       

       

       


      To
        approve the Second Amendment and Consent to the Revolving Credit
        Agreement:

      


      


      
        	
                Name
                  of Institution:
                    The
                  Royal Bank of Scotland PLC  

                              
as
                  a Lender,

                 

              	 
	
                by:

              	 
	 	
                /s/
                  Vincent Fitzgerald 

              	 
	 	
                Name:
                  Vincent Fitzgerald

                Title:
                  Managing Director