exv10w14xby



 






EXHIBIT 10.14 b





     SECOND AMENDMENT dated as of March 1, 2005 (this
“Amendment”) to the Senior Secured Credit Agreement dated as
of May 6, 2004, as amended by First Amendment dated as of December
21, 2004 (the “Credit Agreement”), among Metris Companies
Inc., a Delaware corporation (the “Borrower”), the lenders
signatory hereto (the “Required Lenders”), and Deutsche Bank
Trust Company Americas, as administrative agent and collateral agent
for the Lenders (in such capacities, the “Administrative
Agent” and “Collateral Agent”).



     WHEREAS, the Borrower, the Lenders (such term and other capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement),
the Administrative Agent and the Collateral Agent, are parties to the Credit Agreement providing
for the extension of credit to Borrower in the form of term loans in the aggregate principal amount
of $300,000,000;



     WHEREAS, the Borrower has requested that certain provisions of the Credit Agreement be
amended, and the Administrative Agent, the Collateral Agent and the Required Lenders are willing to
so amend the Credit Agreement, on the terms and conditions set forth in this Amendment;



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



     1. Amendments to Credit Agreement.




     (a) Definition of “Auction Rate Securities.” Section 1.01 of the Credit
Agreement is hereby amended by adding a new definition of “Auction Rate Securities” to read
as follows:




     “Auction Rate Securities” shall mean securities issued by the issuers
thereof in the form of Indebtedness, preferred stock, equity interests or undivided
beneficial interests in a trust whose interest rate (in the case of Indebtedness) or
dividend or distribution rate (in the case of preferred stock or other equity
interests or interests in a trust) is determined periodically by a remarketing agent
through an auction process.




     (b) Amendment to Definition of “Liquidity Amount.” The definition of
“Liquidity Amount” in Section 1.01 of the Credit Agreement is hereby amended and restated to
read in its entirety as follows:




     “Liquidity Amount” shall mean, with respect to the Borrower and its
Subsidiaries at any time, (a) the sum of (i) “Cash and cash equivalents,” (ii)
“Investment Securities Available for Sale” consisting of Auction Rate Securities
constituting Permitted Investments, (iii) “Liquidity reserve deposits” (or other
restricted cash), (iv) “Credit card loans held for sale,” (v) “Net credit



 









 






card loans” and (vi)(A) 90% multiplied by (B) the portion of “Retained
interests in loans securitized” that constitutes the “Excess transferor’s interests”
minus (b) the sum of (i) “Deposits” and (ii) Indebtedness for borrowed money
having scheduled principal payments or a final maturity prior to the date that is 91
days after the Maturity Date (other than the Indebtedness outstanding under this
Agreement and the other Loan Documents), in each case as such amounts would appear
on the Borrower’s consolidated balance sheet as of such date in conforming with GAAP
consistently applied.




     (c) Amendment to Definition of “Permitted Investments.” The definition of
“Permitted Investments” in Section 1.01 of the Credit Agreement is hereby amended by
deleting the word “and” at the end of clause (e) thereof, and at the end of clause (f)
thereof, deleting the period and inserting “; and” in lieu thereof, and adding a new clause
(g) thereto, to read as follows:




     (g) Auction Rate Securities (other than securities issued by the Borrower or
any of its Affiliates) with a date established for the next resetting of the rate or
dividend, as applicable, not later than 49 days after the date of acquisition
thereof (or, following the acquisition thereof, since the last reset date) and
having, at such date of acquisition and on each subsequent reset date, a rating from
S&P or from Moody’s of at least AA or Aa2 (or equivalent rating), respectively.



     2. Waiver.




(a) (i) Under Section 6.06 of the Credit Agreement, the Borrower agreed not to, or
permit its Subsidiaries, to make Investments other than Permitted Investments and
certain other exceptions enumerated in said Section 6.06. The Borrower has advised
the Administrative Agent and the Lenders that prior to the date hereof, the Borrower
and its Subsidiaries invested in Auction Rate Securities (as defined above in
Section 1(a)), having reset dates within 49 days after their acquisition and rated
not less than AA by S&P or Aa2 by Moody’s.




     (ii) Under Section 6.01(f) of the Credit Agreement, the Borrower agreed to not
permit the Liquidity Amount (as defined in the Credit Agreement) at any time to be
less than the amount specified in such Section 6.01(f). If Auction Rate Securities
were not to be considered “cash and cash equivalents” under GAAP, and therefore not
within the meaning of “Liquidity Amount,” then the Borrower’s investments in such
Auction Rate Securities prior to the date hereof may have caused the Liquidity
Amount to be less than the amount required under said Section 6.01(f).




     (b) The Administrative Agent and Collateral Agent, and the Lenders, hereby
waive, to the extent applicable, any possible default that may have occurred as a
result of the events described in paragraph (a) of this Section 2. This waiver is
limited to the express terms hereof and nothing herein shall be



2









 






deemed to be a waiver of any other term, condition, representation or covenant
applicable to the Borrower under the Credit Agreement.



     3. No Other Amendments or Waivers. Except as hereby amended, no other term, condition
or provision of the Credit Agreement shall be deemed modified or amended, and this Amendment shall
not be considered a novation. This Amendment is limited precisely as written and shall not be
deemed to (a) be a consent to a waiver or any other term or condition of the Credit Agreement, the
other Loan Documents or any of the documents referred to therein or executed in connection
therewith or (b) prejudice any right or rights the Lenders may now have or may have in the future
under or in connection with the Credit Agreement, the other Loan Documents or any documents
referred to therein or executed in connection therewith.



     4. Construction.




     (a) This Amendment is a document executed pursuant to the Credit Agreement and shall
(unless otherwise expressly indicated therein) be construed, administered or applied in
accordance with the terms and provisions thereof.




     (b) Whenever the Credit Agreement is referred to in the Credit Agreement or any of the
instruments, agreements or other documents or papers executed and delivered in connection
therewith, it shall be deemed to mean the Credit Agreement, as the case may be, as modified
by this Amendment.



     5. Binding Effect. This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.



     6. Representations and Warranties. After giving effect to this Amendment, Borrower
hereby represents and warrants to the Administrative Agent and the Lenders that:




     (a) as of the date hereof, no Default or Event of Default has occurred and is
continuing; and




     (b) all representations and warranties of the Borrower set forth in the Credit
Agreement are true and correct in all material respects as of the date hereof, except to the
extent that any representation or warranty relates to an earlier date (in which case such
representation or warranty is true and correct in all material respects as of such earlier
date).



     7. Condition Precedent to Effectiveness. This Amendment shall become effective on the
date on which the Administrative Agent shall have received counterparts hereof duly executed and
delivered by the Borrower, the Collateral Agent, the Administrative Agent and the Required Lenders.



     8. Governing Law. This Amendment shall be governed and construed in accordance with
the applicable terms and provisions of Section 9.07 (Applicable Law) of the Credit Agreement, which
terms and provisions are incorporated herein by reference.



3









 





     9. Counterparts. This Amendment may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement. The parties may execute facsimile copies of this
Amendment and the facsimile signature of any such party shall be deemed an original and fully
binding on said party.



     10. *



     11. Direction. The Required Lenders hereby direct and instruct the Administrative
Agent and Collateral Agent to execute this Amendment; provided, however, that such
direction and instruction in no way expands, amends, modified or changes any of the Administrative
Agent’s or Collateral Agent’s rights under the Credit Agreement.



[Remainder of Page Intentionally Left Blank. Signature Pages Follow.]




 









 








     IN WITNESS WHEREOF, the Borrower, the Required Lenders, the Administrative Agent and the
Collateral Agent have caused this Second Amendment to the Credit Agreement to be duly executed by
their respective authorized officers as of the day and year first written above.



	 	 	 	 	 	 	 
	 	 	METRIS COMPANIES INC. as Borrower	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Scott R. Fjellman	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Scott R. Fjellman	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Senior Vice President & Treasurer	 	 
	

	 	 	 	 	 	 






[Signature Page to Second Amendment to Senior Secured Credit Agreement]




 









 





	 	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	Institution:
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent
and Collateral Agent for the Lenders	 	 
	 
	 	 	 	 	 	 
	


	 	 	 	 	 	 
	

	 	By:
	 	/s/ Boris Treyger	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Boris Treyger	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Assistant Vice President	 	 
	

	 	 	 	 	 	 






[Signature Page to Second Amendment to Senior Secured Credit Agreement]




 









 





	 	 	 	 	 	 	 
	

	 	Institution:
	 	The Assets Management Committee of the Coca-Cola
Company Master Retirement Trust
	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	By: Fidelity Management Trust Company, as
Investment Manager under power of attorney	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/	 	 
	

	 	 	 	 	 	 
	

	 	Name:	 	 	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Senior Vice President	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	AXP Income Opportunities Fund,
a series of AXP Discovery Series, Inc.	 	 
	 
	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Lorraine R. Hart	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Lorraine R. Hart	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Assistant Vice President	 	 
	

	 	 	 	 	 	 
	

	 	 	 	AXP Discovery Series, Inc.	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	AXP Variable Portfolio – High Yield Bond Fund, a
series of AXP Variable Portfolio Income Series,
Inc.	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Lorraine R. Hart	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Lorraine R. Hart	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Assistant Vice President	 	 
	

	 	 	 	 	 	 
	

	 	 	 	AXP Variable Portfolio Income Series, Inc.	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	AXP Variable Portfolio – Income Opportunities
Fund, a series of AXP Variable Portfolio Income
Series, Inc.	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 
	

	 	By:
	 	/s/ Lorraine R. Hart	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Lorraine R. Hart	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Assistant Vice President	 	 
	

	 	 	 	 	 	 
	

	 	 	 	AXP Variable Portfolio Income Series, Inc.	 	 




[Signature Page to Second Amendment to Senior Secured Credit Agreement]



 









 






	 	 	 	 	 	 	 
	

	 	Institution:
	 	Bear Stearns Investment Products Inc.	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Jonathan Weiss	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Jonathan Weiss	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Authorized Signatory	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Calhoun CBO, Limited	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	By: American Express Asset Management Group, Inc.,
its authorized signatory	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Michelle M. Keeley	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Michelle M. Keeley	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Senior Vice President – Fixed Income	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	California Public Exmployees’ Retirement System	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	By: Highland Capital Management, L.P. As
Authorized Representatives of the Board	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Mark Okada	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Mark Okada	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Chief Investment Officer	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Highland Capital Management, L.P.	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Canpartners Investments IV, LLC	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	By: Canpartners Investments IV, LLC,

a California limited liability company	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ R.Christian B. Evensen	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	R. Christian B. Evensen	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Managing Director	 	 
	

	 	 	 	 	 	 





[Signature Page to Second Amendment to Senior Secured Credit Agreement]


 









 






	 	 	 	 	 	 	 
	

	 	Institution:
	 	Caspian Capital Partners, L.P.	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	By: Mariner Investment Group	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Charles R. Howe II	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Charles R. Howe II	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Treasurer	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Cedar CBO, Limited	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	By: American Express Asset Management Group, Inc.,
its authorized signatory	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Michelle M. Keeley	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Michelle M. Keeley	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Senior Vice President – Fixed Income	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Centennial CBO, Limited	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	By: American Express Asset Management Group, Inc.,
its authorized signatory	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Michelle M. Keeley	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Michelle M. Keeley	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Senior Vice President – Fixed Income	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Centurion CDO I, Limited	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	By: American Express Asset Management Group, Inc.,
its authorized signatory	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Michelle M. Keeley	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Michelle M. Keeley	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Senior Vice President – Fixed Income	 	 
	

	 	 	 	 	 	 




[Signature Page to Second Amendment to Senior Secured Credit Agreement]



 









 






	 	 	 	 	 	 	 
	

	 	Institution:
	 	Centurion CDO II, Ltd.	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	By: American Express Asset Management Group, Inc.,
as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Vincent P. Pham	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Vincent P. Pham	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Director — Operations	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Centurion CDO VI, Ltd.	 	 
	 
	 	 	 	 
	

	 	 	 	By: American Express Asset Management Group, Inc.
as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Vincent P. Pham	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Vincent P. Pham	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Director — Operations	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Continental Casualty Company	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Marilou R. McGirr	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Marilou R. McGirr	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Vice President and Assistant Treasurer	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Credit Opportunities Funding, Inc.	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Meredith J. Koslick	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Meredith J. Koslick	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Assistant Vice President	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Empyrean Investments, LLC	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Anthony Hynes	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Anthony Hynes	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Authorized Signer	 	 
	

	 	 	 	 	 	 





 [Signature Page to Second Amendment to Senior Secured Credit Agreement]


 









 






	 	 	 	 	 	 	 
	

	 	Institution:
	 	Fidelity Advisor Series II:	 	 
	

	 	 	 	Fidelity Advisor Strategic Income Fund	 	 
	 
	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Mark Osterheld	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Mark Osterheld	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Assistant Treasurer	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Fidelity School Street Trust:	 	 
	

	 	 	 	Fidelity Strategic Income Fund	 	 
	 
	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Mark Osterheld	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Mark Osterheld	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Assistant Treasurer	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Fidelity Summer Street Trust:	 	 
	

	 	 	 	Fidelity Capital & Income Fund	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Mark Osterheld	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Mark Osterheld	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Assistant Treasurer	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Galaxy CLO 1999-1, Ltd.	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	By: AIG Global Investment Corp., as Collateral
Manager	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ John G. Lapham, III	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	John G. Lapham, III	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Managing Director	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Galaxy CLO 2003-1, Ltd.	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	By: AIG Global Investment Corp. as Investment
Advisor	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ John G. Lapham, III	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	John G. Lapham, III	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Managing Director	 	 
	

	 	 	 	 	 	 





 [Signature Page to Second Amendment to Senior Secured Credit Agreement]


 









 






	 	 	 	 	 	 	 
	

	 	Institution:
	 	Galaxy III CLO, Ltd.	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	By: AIG Global Investment Corp. as Investment
Advisor	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ John G. Lapham, III	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	John G. Lapham, III	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Managing Director	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Goldman Sachs Credit Partners L.P.	 	 
	 
	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Christopher Burns	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Christopher Burns	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Vice President	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Goldman Sachs Special Situations Investing	 	 
	 
	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Albert Dombrowski	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Albert Dombrowski	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Authorized Signatory	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Greywolf Capital Overseas Fund	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Jim Gillespie	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Jim Gillespie	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Partner	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Greywolf Capital Partners II	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Jim Gillespie	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Jim Gillespie	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Partner	 	 
	

	 	 	 	 	 	 





 [Signature Page to Second Amendment to Senior Secured Credit Agreement]


 









 






	 	 	 	 	 	 	 
	

	 	Institution:
	 	Hammerman Capital
Master Fund, L.P.	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Andrew F. St. Pierre	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Andrew F. St. Pierre	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	CFO	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Hammerman Opportunity
Master Fund, L.P.	 	 
	 
	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Andrew F. St. Pierre	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Andrew F. St. Pierre	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	CFO	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Highland Floating Rate Advantage Fund	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	By: Highland Capital Management, L.P., its
Investment Advisor	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Mark Okada	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Mark Okada	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Chief Investment Officer	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Highland Capital Management, L.P.	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Highland Floating Rate Limited Liability Company	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	By: Highland Capital Management, L.P., its
Investment Advisor	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Mark Okada	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Mark Okada	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Chief Investment Officer	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Highland Capital Management, L.P.	 	 





 [Signature Page to Second Amendment to Senior Secured Credit Agreement]


 









 






	 	 	 	 	 	 	 
	

	 	Institution:
	 	High Yield Portfolio, a series of Income Trust	 	 
	 
	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Lorraine R. Hart	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Lorraine R. Hart	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Assistant Vice President, Income Trust	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Illinois Municipal Retirement Fund Master Trust	 	 
	 
	 	 	 	 
	

	 	 	 	By: Fidelity Management Trust Company, as
Investment Manager under power of attorney	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ James Carroll	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	James Carroll	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Senior Vice President	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Isles CBO, Limited	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	By: American Express Asset Management Group, Inc.
its authorized signatory	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Michelle M. Keeley	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Michelle M. Keeley	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Senior Vice President – Fixed Income	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Quadrangle Master Funding Ltd.	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Quadrangle Master Funding Ltd.	 	 
	

	 	 	 	 	 	 
	

	 	Name:	 	 	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Managing Principal	 	 
	

	 	 	 	 	 	 





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	 	Institution:
	 	Shepherd Investments	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Robert J. Barnard	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Robert J. Barnard	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Managing Director	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Stark Trading	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Robert J. Barnard	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Robert J. Barnard	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Managing Director	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	SunAmerica Life Insurance Company	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	By: AIG Global Investment Corp. as Investment
Advisor	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ John G. Lapham, III	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	John G. Lapham, III	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Managing Director	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Sunrise Partners Limited Partnership	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Michael J. Bemer	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Michael J. Bemer	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Vice President	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Dawn General Partner Corp.
General Partner	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Taconic Capital Partners L.P.	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Jon Jachman	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Jon Jachman	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Principal	 	 
	

	 	 	 	 	 	 





 [Signature Page to Second Amendment to Senior Secured Credit Agreement]


 









 






	 	 	 	 	 	 	 
	

	 	Institution:
	 	Thracia, LLC	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Frank Argenziano	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Frank Argenziano	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	CFO	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Variable Insurance Products Fund IV:	 	 
	

	 	 	 	VIP Strategic Income Portfolio	 	 
	 
	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Mark Osterheld	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Mark Osterheld	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Assistant Treasurer	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Watershed Capital Institutional Partners, L.P.	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	By: WS Partners, L.L.C.
Its General Partner	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Meridee Moore	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Meridee Moore	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Senior Managing Member	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Watershed Capital Partners, L.P.	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	By: WS Partners, L.L.C.
Its General Partner	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Meridee Moore	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Meridee Moore	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Senior Managing Member	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Institution:
	 	Watershed Capital Partners (Offshore), Ltd.	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	By: Watershed Asset Management L.L.C. Its
Investment Manager	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	By:
	 	/s/ Meridee Moore	 	 
	

	 	 	 	 	 	 





 [Signature Page to Second Amendment to Senior Secured Credit Agreement]


 









 






	 	 	 	 	 	 	 
	

	 	Name:
	 	Meridee Moore	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Senior Managing Member	 	 
	

	 	 	 	 	 	 






*      Denotes confidential information that has been omitted from the exhibit and filed separately,
accompanied by a confidential treatment request, with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.