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Exhibit 10.1    
    


        AMENDMENT NO. 2 and WAIVER dated as of March 31, 2004 (this "Amendment"), to the THIRD AMENDED AND RESTATED
CREDIT AGREEMENT dated as of September 26, 2002 (as amended by Amendment No. 1 dated as of June 30, 2003, the "Credit Agreement"),
among Jefferson Smurfit Corporation (U.S.), a Delaware corporation (the "Borrower"); Smurfit-Stone Container Corporation, a Delaware corporation
("SSCC"); JSCE, Inc., a Delaware corporation ("JSCE"); the Lenders (as defined in the Credit
Agreement); the Managing Agents (as defined in the Credit Agreement); the Fronting Banks (as defined in the Credit Agreement); JPMorgan Chase Bank, a New York banking corporation formerly known as The
Chase Manhattan Bank ("JPMorgan"), and Deutsche Bank Trust Company Americas, a New York banking corporation formerly known as Bankers Trust Company
("DB"), as senior managing agents (in such capacity, the "Senior Managing Agents") for the Lenders; and
JPMorgan, as administrative agent (in such capacity, the "Administrative Agent") and collateral agent (in such capacity, the
"Collateral Agent") for the Lenders, and as swingline lender (in such capacity, the "Swingline Lender"). 


        A.    Pursuant
to the terms and subject to the conditions contained in the Credit Agreement, the Lenders, the Swingline Lender and the Fronting Banks have extended, and have
agreed to extend, credit to the Borrower. 


        B.    The
Borrower, SSCC and JSCE have requested that the Credit Agreement be amended as set forth herein. 


        C.    The
Lenders are willing so to amend the Credit Agreement pursuant to the terms and subject to the conditions set forth herein. 


        D.    Capitalized
terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. 



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



        SECTION
1. Amendments. Article VII of the Credit Agreement is hereby amended as follows: 



        (a)   Section 7.14(a) of the Credit Agreement is hereby amended and restated in its entirety as follows: 



        "SECTION
7.14. Consolidated EBITDA. (a) Prior to the Stone Transaction Date, permit Consolidated EBITDA for any four fiscal quarter
period ending on a date set forth below to be less than the amount opposite such date: 




	Date
 
	 	Amount

	December 31, 2003	 	$	225,000,000
	March 31, 2004	 	$	175,000,000
	June 30, 2004	 	$	175,000,000
	September 30, 2004	 	$	175,000,000
	December 31, 2004	 	$	175,000,000
	March 31, 2005 and thereafter	 	$	350,000,000







        (b)   Section 7.15 of the Credit Agreement is hereby amended and restated in its entirety as follows: 


        "SECTION
7.15. Interest Coverage Ratio. (a) Prior to the Stone Transaction Date, permit the ratio of (a) Consolidated EBITDA
to (b) Consolidated Interest Expense for any four fiscal 




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quarter
period ending on a date set forth below to be less than the ratio set forth opposite such date: 




	Date
 
	 	Ratio

	December 31, 2003	 	2.25 to 1.00
	March 31, 2004	 	1.50 to 1.00
	June 30, 2004	 	1.50 to 1.00
	September 30, 2004	 	1.50 to 1.00
	December 31, 2004	 	1.50 to 1.00
	March 31, 2005 and thereafter	 	2.50 to 1.00







        (b)   Following
the Stone Transaction Date, permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense for any four fiscal quarter period
ending on a date set forth below to be less than the ratio set forth opposite such date: 




	Date
 
	 	Ratio
	 
	June 30, 2004	 	1.30 to 1.00	 
	September 30, 2004	 	1.30 to 1.00	 
	December 31, 2004	 	1.50 to 1.00	 
	March 31, 2005 and thereafter	 	1.75 to 1.00	"






        SECTION
2. Waiver. The Lenders hereby waive any Default or Event of Default that may have arisen as a result of the failure of the
Borrower, SSCC and JSCE to comply with the provisions of Section 7.14(a) and  Section 7.15(a) of the Credit Agreement prior to the effectiveness
of this Amendment and with respect to, but only with respect to, the four
fiscal quarter period ending on March 31, 2004. 


        SECTION
3. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of the Borrower, SSCC and
JSCE represents and warrants to each other party hereto that, after giving effect to this Amendment, (a) the representations and warranties set forth in Article IV of the Credit
Agreement are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, and (b) no
Default or Event of Default has occurred and is continuing. 


        SECTION
4. Effectiveness. This Amendment shall become effective as of the date first written above on the date on which the Administrative
Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower, SSCC, JSCE and the Required Lenders. 


        SECTION
5. Amendment Fee. The Borrowers agree to pay to the Administrative Agent for the account of each Lender that executes and delivers
to the Administrative Agent (or its counsel) a copy of this Amendment at or prior to 5:00 p.m., New York City time, on April 19, 2004 (the "Signing Date"), an amendment fee (the
"Amendment Fee") in an amount equal to 0.05% of the sum of such Lender's Revolving Credit Commitment (whether used or unused) and the principal amount of such Lender's outstanding Term Loans, in each
case as of the Signing Date. The Amendment Fee shall be payable
upon and subject to the effectiveness of this Amendment in accordance with Section 4 hereof. Once paid, the Amendment Fee shall not be refundable under any circumstances. 


        SECTION
6. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Managing Agents, the Fronting Banks, the Senior Managing Agents, the Administrative Agent, the Collateral Agent,
the Swingline Lender, the Borrower, SSCC, JSCE or the Guarantors under the Credit Agreement or any other Loan Document, and 



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shall
not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are
ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or
other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment
shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the date hereof, any reference to the Credit Agreement shall mean the
Credit Agreement, as modified hereby. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents. 


        SECTION
7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts constitute but one and the same instrument. Delivery of any executed counterpart of a
signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. 


        SECTION
8. Acknowledgment. Each of the undersigned Guarantors hereby acknowledges receipt of this Amendment and its review of the terms
and conditions hereof. Each of the undersigned Guarantors hereby consents to the terms and conditions of this Amendment and hereby confirms its guarantee under the Guarantee Agreements to which it is
a party and agrees that such guarantee shall continue to be in full force and effect and shall accrue to the benefit of the Lenders. 



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


        SECTION
10. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the
meaning hereof. 




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



	

 	
 	

JEFFERSON SMURFIT CORPORATION (U.S.),
	

 	
 	

By	
 	

/s/  RICHARD P. MARRA      
 Name: Richard P. Marra

Title: Assistant Treasurer
	

 	
 	

SMURFIT-STONE CONTAINER CORPORATION,
	

 	
 	

By	
 	

/s/  RICHARD P. MARRA      
 Name: Richard P. Marra

Title: Assistant Treasurer
	

 	
 	

JSCE, INC.,
	

 	
 	

By	
 	

/s/  RICHARD P. MARRA      
 Name: Richard P. Marra

Title: Assistant Treasurer
	 	 	 	 	 





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JPMORGAN CHASE BANK, individually and as Administrative Agent, Collateral Agent, Swingline Lender and Senior Managing Agent,
	

 	
 	

By	
 	

/s/  PETER S. PREDUN      
 Name: Peter S. Predun

Title: Vice President
	

 	
 	

DEUTSCHE BANK TRUST COMPANY AMERICAS, individually and as Fronting Bank and Senior Managing Agent,
	

 	
 	

By	
 	

/s/  MARCO ORLANDO      
 Name: Marco Orlando

Title: Director
	

 	
 	
GUARANTORS
	

 	
 	

SMURFIT-STONE CONTAINER CORPORATION,
	

 	
 	

By	
 	

/s/  RICHARD P. MARRA      
 Name: Richard P. Marra

Title: Assistant Treasurer
	

 	
 	

JSCE, INC.,
	

 	
 	

By	
 	

/s/  RICHARD P. MARRA      
 Name: Richard P. Marra

Title: Assistant Treasurer
	

 	
 	

SMURFIT NEWSPRINT CORPORATION,
	

 	
 	

By	
 	

/s/  RICHARD P. MARRA      
 Name: Richard P. Marra

Title: Assistant Treasurer
	

 	
 	

JSC CAPITAL CORPORATION,
	

 	
 	

By	
 	

/s/  RICHARD P. MARRA      
 Name: Richard P. Marra

Title: Assistant Treasurer
	 	 	 	 	 



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SIGNATURE PAGE TO AMENDMENT NO. 2 AND WAIVER DATED AS OF MARCH 31, 2004, TO THE THIRD AMENDED AND RESTATED JEFFERSON SMURFIT CORPORATION (U.S.) CREDIT AGREEMENT DATED AS OF SEPTEMBER 26, 2002
	

 	
 	

AIMCO CDO SERIES 2000-A
	

 	
 	

By	
 	

/s/  PATRICIA W. WILSON      
 Name: Patricia W. Wilson

Title: Authorized Signatory
	

 	
 	

 
	

 	
 	

By	
 	

/s/  CHRIS GOERGEN      
 Name: Chris Goergen

Title: Authorized Signatory
	

 	
 	

AIMCO CDO SERIES 2001-A
	

 	
 	

By	
 	

/s/  PATRICIA W. WILSON      
 Name: Patricia W. Wilson

Title: Authorized Signatory
	

 	
 	

 
	

 	
 	

By	
 	

/s/  CHRIS GOERGEN      
 Name: Chris Goergen

Title: Authorized Signatory
	

 	
 	

ALLSTATE LIFE INSURANCE COMPANY
	

 	
 	

By	
 	

/s/  PATRICIA W. WILSON      
 Name: Patricia W. Wilson

Title: Authorized Signatory
	

 	
 	

 
	

 	
 	

By	
 	

/s/  CHRIS GOERGEN      
 Name: Chris Goergen

Title: Authorized Signatory
	

 	
 	

APEX (TRIMARAN) CDO I, LTD. BY TRIMARAN ADVISORS, L.L.C.
	

 	
 	

By	
 	

/s/  DAVID M. MILLISON      
 Name: David M. Millison

Title: Managing Director
	 	 	 	 	 





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CREDIT LYONNAIS NEW YORK BRANCH
	

 	
 	

By	
 	

/s/  SCOTT R. CHAPPELKA      
 Name: Scott R. Chappelka

Title: Vice President
	

 	
 	

CREDIT INDUSTRIEL ET COMMERCIAL
	

 	
 	

By	
 	

/s/  SEAN MOUNIER      
 Name: Sean Mounier

Title: First Vice President
	

 	
 	

 
	

 	
 	

By	
 	

/s/  BRIAN O'LEARY      
 Name: Brian O'Leary

Title: Vice President
	

 	
 	

CITIBANK N.A.
	

 	
 	

By	
 	

/s/  GEORGE F. VAN      
 Name: George F. Van

Title: Managing Director
	

 	
 	

HARBOUR TOWN FUNDING LLC
	

 	
 	

By	
 	

/s/  ANN E. MORRIS      
 Name: Ann E. Morris

Title: Asst. Vice President
	

 	
 	

MUIRFIELD TRADING LLC
	

 	
 	

By	
 	

/s/  ANN E. MORRIS      
 Name: Ann E. Morris

Title: Asst. Vice President
	

 	
 	

OLYMPIC FUNDING TRUST, SERIES 1999-1
	

 	
 	

By	
 	

/s/  ANN E. MORRIS      
 Name: Ann E. Morris

Title: Asst. Vice President
	

 	
 	

RIVIERA FUNDING LLC
	

 	
 	

By	
 	

/s/  ANN E. MORRIS      
 Name: Ann E. Morris

Title: Asst. Vice President
	 	 	 	 	 



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SAWGRASS TRADING LLC
	

 	
 	

By	
 	

/s/  ANN E. MORRIS      
 Name: Ann E. Morris

Title: Asst. Vice President
	

 	
 	

SFT TRADING, INC.
	

 	
 	

By	
 	

/s/  ANN E. MORRIS      
 Name: Ann E. Morris

Title: Asst. Vice President
	

 	
 	

SRF 2000, INC.
	

 	
 	

By	
 	

/s/  ANN E. MORRIS      
 Name: Ann E. Morris

Title: Asst. Vice President
	

 	
 	

GALLATIN FUNDING I LTD. BY: BEAR STEARNS ASSET MANAGEMENT INC. AS ITS COLLATERAL MANAGER
	

 	
 	

By	
 	

/s/  NIALL D. ROSENSWEIG      
 Name: Niall D. Rosensweig

Title: Associate Director
	

 	
 	

GRAYSTON CLO 2001-01 LTD.

BY: BEAR STEARNS ASSET MANAGEMENT

INC. AS ITS COLLATERAL MANAGER
	

 	
 	

 
	

 	
 	

By	
 	

/s/  NIALL D. ROSENSWEIG      
 Name: Niall D. Rosensweig

Title: Associate Director
	

 	
 	

BANK ONE, NA
	

 	
 	

By	
 	

/s/  KAREN C. RYAN      
 Name: Karen C. Ryan

Title: Director
	

 	
 	

THE BANK OF NEW YORK
	

 	
 	

By	
 	

/s/  MARK WRIGLEY      
 Name: Mark Wrigley

Title: Vice President
	 	 	 	 	 





7







 

	

 	
 	

BANK OF AMERICA, N.A
	

 	
 	

By	
 	

/s/  ANDREW STINSON      
 Name: Andrew Stinson

Title: Vice President
	

 	
 	

FIRST DOMINION FUNDING I
	

 	
 	

By	
 	

/s/  ANDREW MARSHAK      
 Name: Andrew Marshak

Title: Authorized Signatory
	

 	
 	

SEQUILS-CUMBERLAND I, LTD.

BY: DEERFIELD CAPITAL MANAGEMENT LLC

AS ITS COLLATERAL MANAGER
	

 	
 	

By	
 	

/s/  PETER SAKON      
 Name: Peter Sakon

Title: Vice President
	

 	
 	

ROSEMONT CLO, LTD.

BY: DEERFIELD CAPITAL MANAGEMENT LLC

AS ITS COLLATERAL MANAGER
	

 	
 	

By	
 	

/s/  PETER SAKON      
 Name: Peter Sakon

Title: Vice President
	

 	
 	

BRYN MAWR CLO, LTD.

BY: DEERFIELD CAPITAL MANAGEMENT LLC

AS ITS COLLATERAL MANAGER
	

 	
 	

By	
 	

/s/  PETER SAKON      
 Name: Peter Sakon

Title: Vice President
	

 	
 	

FOREST CREEK CLO, LTD.

BY: DEERFIELD CAPITAL MANAGEMENT LLC

AS ITS COLLATERAL MANAGER
	

 	
 	

By	
 	

/s/  PETER SAKON      
 Name: Peter Sakon

Title: Vice President
	 	 	 	 	 



8







 

	

 	
 	

VAN KAMPEN CLO I, LIMITED

BY: VAN KAMPEN INVESTMENT ADVISORY

CORP. AS COLLATERAL MANAGER
	

 	
 	

By	
 	

/s/  WILLIAM LENGA      
 Name: William Lenga

Title: Executive Director
	

 	
 	

VAN KAMPEN CLO II, LIMITED

BY: VAN KAMPEN INVESTMENT ADVISORY

CORP. AS COLLATERAL MANAGER
	

 	
 	

By	
 	

/s/  WILLIAM LENGA      
 Name: William Lenga

Title: Executive Director
	

 	
 	

VAN KAMPEN SENIOR INCOME TRUST

BY: VAN KAMPEN INVESTMENT ADVISORY CORP.
	

 	
 	

By	
 	

/s/  BRAD LANGS      
 Name: Brad Langs

Title: Executive Director
	

 	
 	

THE BANK OF NOVA SCOTIA
	

 	
 	

By	
 	

/s/  V. GIBSON      
 Name: V. Gibson

Title: Assistant Agent
	

 	
 	

TCW SELECT LOAN FUND, LIMITED

BY: TCW ADVISORS, INC., AS ITS

COLLATERAL MANAGER
	

 	
 	

By	
 	

/s/  G. STEVEN KALIN      
 Name: G. Steven Kalin

Title: Senior Vice President
	

 	
 	

 
	

 	
 	

By	
 	

/s/  RICHARD F. KURTH      
 Name: Richard F. Kurth

Title: Senior Vice President
	

 	
 	

SEQUILS IV, LTD.

BY: TCW ADVISORS, INC.,

AS ITS COLLATERAL MANAGER
	

 	
 	

By	
 	

/s/  G. STEVEN KALIN      
 Name: G. Steven Kalin

Title: Senior Vice President
	 	 	 	 	 





9







 

	

 	
 	

 
	

 	
 	

By	
 	

/s/  RICHARD F. KURTH      
 Name: Richard F. Kurth

Title: Senior Vice President
	

 	
 	

SEQUILS I, LTD.

BY: TCW ADVISORS, INC.,

AS ITS COLLATERAL MANAGER
	

 	
 	

By	
 	

/s/  G. STEVEN KALIN      
 Name: G. Steven Kalin

Title: Senior Vice President
	

 	
 	

 
	

 	
 	

By	
 	

/s/  RICHARD F. KURTH      
 Name: Richard F. Kurth

Title: Senior Vice President
	

 	
 	

CELERITY CLO LIMITED

BY: TCW ADVISORS, INC., AS AGENT
	

 	
 	

By	
 	

/s/  G. STEVEN KALIN      
 Name: G. Steven Kalin

Title: Senior Vice President
	

 	
 	

 
	

 	
 	

By	
 	

/s/  RICHARD F. KURTH      
 Name: Richard F. Kurth

Title: Senior Vice President
	

 	
 	

EASTMAN HILL FUNDING I, LIMITED

BY: TCW ADVISORS, INC.,

AS ITS COLLATERAL MANAGER
	

 	
 	

By	
 	

/s/  G. STEVEN KALIN      
 Name: G. Steven Kalin

Title: Senior Vice President
	

 	
 	

STANFIELD CLO LTD.

BY: STANFIELD CAPITAL PARTNERS LLC

AS ITS COLLATERAL MANAGER
	

 	
 	

By	
 	

/s/  CHRISTOPHER E. JANSEN      
 Name: Christopher E. Jansen

Title: Managing Partner
	 	 	 	 	 



10







 

	

 	
 	

STANFIELD ARBITRAGE CDO, LTD.

BY: STANFIELD CAPITAL PARTNERS LLC

AS ITS COLLATERAL MANAGER
	

 	
 	

By	
 	

/s/  CHRISTOPHER E. JANSEN      
 Name: Christopher E. Jansen

Title: Managing Partner
	

 	
 	

CASTLE HILL III CLO, LIMITED

BY: SANKATY ADVISORS, LLC

AS COLLATERAL MANGER
	

 	
 	

By	
 	

/s/  STACEY BRAATZ      
 Name: Stacey Braatz

Title: Secretary
	

 	
 	

CASTLE HILL II—INGOTS, LTD.

BY: SANKATY ADVISORS, LLC

AS COLLATERAL MANGER
	

 	
 	

By	
 	

/s/  STACEY BRAATZ      
 Name: Stacey Braatz

Title: Secretary
	

 	
 	

RACE POINT, LIMITED

BY: SANKATY ADVISORS, LLC

AS COLLATERAL MANGER
	

 	
 	

By	
 	

/s/  STACEY BRAATZ      
 Name: Stacey Braatz

Title: Secretary
	

 	
 	

RACE POINT II CLO, LIMTED

BY: SANKATY ADVISORS, LLC

AS COLLATERAL MANGER
	

 	
 	

By	
 	

/s/  STACEY BRAATZ      
 Name: Stacey Braatz

Title: Secretary
	

 	
 	

CASTLE HILL I—INGOTS, LTD.

BY: SANKATY ADVISORS, LLC

AS COLLATERAL MANGER
	

 	
 	

By	
 	

/s/  STACEY BRAATZ      
 Name: Stacey Braatz

Title: Secretary
	 	 	 	 	 





11







 

	

 	
 	

THE PRUDENTIAL INSURANCE

COMPANY OF AMERICA

BY: PRUDENTIAL INVESTMENT MANAGEMENT, INC. AS INVESTMENT MANGER
	

 	
 	

By	
 	

/s/  STACEY BRAATZ      
 Name: Stacey Braatz

Title: Secretary
	

 	
 	

OAK HILL SECURIES FUND, L.P.

BY: OAK HILL SECURITIES GENPAR, L.P.

ITS GENERAL PARTNER BY: OAK HILL SECURITIES MGP, INC.,

ITS GENERAL PARTNER
	

 	
 	

By	
 	

/s/  SCOTT D. KRASE      
 Name: Scott D. Krase

Title: Vice President
	

 	
 	

OAK HILL SECURIES FUND II, L.P.

BY: OAK HILL SECURITIES GENPAR II, L.P.

ITS GENERAL PARTNER

BY: OAK HILL SECURITIES MGP II, INC.,

ITS GENERAL PARTNER
	

 	
 	

By	
 	

/s/  SCOTT D. KRASE      
 Name: Scott D. Krase

Title: Vice President
	

 	
 	

OAK HILL CREDIT PARTNERS I, LIMITED

BY: OAK HILL CLO MANAGEMENT I, LLC

AS INVESTMENT MANAGER
	

 	
 	

By	
 	

/s/  SCOTT D. KRASE      
 Name: Scott D. Krase

Title: Authorized Person
	

 	
 	

OAK HILL CREDIT PARTNERS II, LIMITED

BY: OAK HILL CLO MANAGEMENT II, LLC

AS INVESTMENT MANAGER
	

 	
 	

By	
 	

/s/  SCOTT D. KRASE      
 Name: Scott D. Krase

Title: Authorized Person
	 	 	 	 	 



12







 

	

 	
 	

OAK HILL CREDIT PARTNERS III, LIMITED

BY: OAK HILL CLO MANAGEMENT III, LLC

AS INVESTMENT MANAGER
	

 	
 	

By	
 	

/s/  SCOTT D. KRASE      
 Name: Scott D. Krase

Title: Authorized Person
	

 	
 	

NORDEA BANK FINLAND PLC
	

 	
 	

By	
 	

/s/  GERALD E. CHELIUS, JR.      
 Name: Gerald E. Chelius, Jr.

Title: Senior Vice President—Credit
	

 	
 	

 
	

 	
 	

By	
 	

/s/  JOSEPH A. CICCOLINI      
 Name: Joseph A. Ciccolini

Title: Vice President—Corporate Banking
	

 	
 	

THE MITSUBISHI TRUST AND BANKING CORPORATION
	

 	
 	

By	
 	

/s/  RYO MAGOME      
 Name: Ryo Magome

Title: Senior Vice President
	

 	
 	

KZH CRESCENT-2 LLC
	

 	
 	

By	
 	

/s/  HI HUA      
 Name: Hi Hua

Title: Authorized Agent
	

 	
 	

KZH CRESCENT-3 LLC
	

 	
 	

By	
 	

/s/  HI HUA      
 Name: Hi Hua

Title: Authorized Agent
	

 	
 	

KZH CYPRESSTREE-1 LLC
	

 	
 	

By	
 	

/s/  HI HUA      
 Name: Hi Hua

Title: Authorized Agent
	 	 	 	 	 





13







 

	

 	
 	

KZH ING-2 LLC
	

 	
 	

By	
 	

/s/  HI HUA      
 Name: Hi Hua

Title: Authorized Agent
	

 	
 	

KZH STERLING LLC
	

 	
 	

By	
 	

/s/  HI HUA      
 Name: Hi Hua

Title: Authorized Agent
	

 	
 	

SOCIETE GENERALE
	

 	
 	

By	
 	

/s/  ANNE-MARIE DUMORTIE      
 Name: Anne-Marie Dumortie

Title: Vice President
	

 	
 	

SARATOGA CLO I, LIMITED

BY: INVESCO SENIOR SECURED

MANAGEMENT, INC. AS ASSET MANAGER
	

 	
 	

By	
 	

/s/  JOSEPH ROTONDO      
 Name: Joseph Rotondo

Title: Authorized Signatory
	

 	
 	

SEQUILS-LIBERTY, LTD.

BY: INVESCO SENIOR SECURED MANAGEMENT,

INC. AS COLLATERAL MANAGER
	

 	
 	

By	
 	

/s/  JOSEPH ROTONDO      
 Name: Joseph Rotondo

Title: Authorized Signatory
	

 	
 	

INVESCO EUROPEAN CDO I S.A.

BY: INVESCO SENIOR SECURED MANAGEMENT,

INC. AS COLLATERAL MANAGER
	

 	
 	

By	
 	

/s/  JOSEPH ROTONDO      
 Name: Joseph Rotondo

Title: Authorized Signatory
	

 	
 	

AIM FLOATING RATE FUND

BY: INVESCO SENIOR SECURED

MANAGEMENT, INC. AS SUB-ADVISOR
	

 	
 	

By	
 	

/s/  JOSEPH ROTONDO      
 Name: Joseph Rotondo

Title: Authorized Signatory
	 	 	 	 	 



14







 

	

 	
 	

DIVERSIFIED CREDIT PORTFOLIO LTD.

BY: INVESCO SENIOR SECURED MANAGEMENT, INC. AS INVESTMENT ADVISOR
	

 	
 	

By	
 	

/s/  JOSEPH ROTONDO      
 Name: Joseph Rotondo

Title: Authorized Signatory
	

 	
 	

CHARTER VIEW PORTFOLIO

BY: INVESCO SENIOR SECURED MANAGEMENT, INC. AS INVESTMENT ADVISOR
	

 	
 	

By	
 	

/s/  JOSEPH ROTONDO      
 Name: Joseph Rotondo

Title: Authorized Signatory
	

 	
 	

AVALON CAPITAL LTD. 2

BY: INVESCO SENIOR SECURED MANAGEMENT, INC. AS PORTFOLIO ADVISOR
	

 	
 	

By	
 	

/s/  JOSEPH ROTONDO      
 Name: Joseph Rotondo

Title: Authorized Signatory
	

 	
 	

AVALON CAPITAL LTD.

BY: INVESCO SENIOR SECURED MANAGEMENT,

INC. AS PORTFOLIO ADVISOR
	

 	
 	

By	
 	

/s/  JOSEPH ROTONDO      
 Name: Joseph Rotondo

Title: Authorized Signatory
	

 	
 	

SEQUILS—PILGRIM I, LTD

BY: ING INVESTMENTS, LLC

AS ITS INVESTMENT MANAGER
	

 	
 	

By	
 	

/s/  JAMES E. GRIMES      
 Name: James E. Grimes

Title: Vice President
	

 	
 	

ML CLO XII PILGRIM AMERICA (CAYMAN) LTD BY: ING INVESTMENTS, LLC AS ITS INVESTMENT MANAGER
	

 	
 	

By	
 	

/s/  JAMES E. GRIMES      
 Name: James E. Grimes

Title: Vice President
	 	 	 	 	 





15







 

	

 	
 	

ML CLO XV PILGRIM AMERICA (CAYMAN) LTD BY: ING INVESTMENTS, LLC AS ITS INVESTMENT MANAGER
	

 	
 	

By	
 	

/s/  JAMES E. GRIMES      
 Name: James E. Grimes

Title: Vice President
	

 	
 	

ML CLO XX PILGRIM AMERICA (CAYMAN) LTD BY: ING INVESTMENTS, LLC AS ITS INVESTMENT MANAGER
	

 	
 	

By	
 	

/s/  JAMES E. GRIMES      
 Name: James E. Grimes

Title: Vice President
	

 	
 	

ING PRIME RATE TRUST

BY: AELTUS INVESTMENT MANAGEMENT, INC.

AS ITS INVESTMENT MANAGER
	

 	
 	

By	
 	

/s/  JAMES E. GRIMES      
 Name: James E. Grimes

Title: Vice President
	

 	
 	

ING SENIOR INCOME FUND

BY: AELTUS INVESTMENT MANAGEMENT, INC.

AS ITS INVESTMENT MANAGER
	

 	
 	

By	
 	

/s/  JAMES E. GRIMES      
 Name: James E. Grimes

Title: Vice President
	

 	
 	

FORTIS CAPITAL CORP.
	

 	
 	

By	
 	

/s/  DOUGLAS V. RLAHI      
 Name: Douglas V. Rlahi

Title: Senior Vice President
	

 	
 	

 
	

 	
 	

By	
 	

/s/  KATHLEEN DELAHOWER      
 Name: Kathleen DeLahower

Title: Senior Vice President
	

 	
 	

FOOTHILL INCOME TRUST II, L.P. BY: FIT II GP, LLC, ITS GENERAL PARTNER
	

 	
 	

By	
 	

/s/  SEAN T. DIXON      
 Name: Sean T. Dixon

Title: Managing Director
	 	 	 	 	 



16







 

	

 	
 	

FLEET NATIONAL BANK
	

 	
 	

By	
 	

/s/  ANDREW STINSON      
 Name: Andrew Stinson

Title: Vice President
	

 	
 	

FLAGSHIP CLO 2001-1
	

 	
 	

By	
 	

/s/  MARK PELLETIER      
 Name: Mark Pelletier

Title: Director
	

 	
 	

FIDELITY ADVISOR SERIES II:

FIDELITY ADVISOR FLOATING RATE

HIGH INCOME FUND
	

 	
 	

By	
 	

/s/  JOHN H. COSTELLO      
 Name: John H. Costello

Title: Assistant Treasurer
	

 	
 	

SENIOR DEBT PORTFOLIO

BY: BOSTON MANAGEMENT AND RESEARCH

AS INVESTMENT ADVISOR
	

 	
 	

By	
 	

/s/  JOHN REDDING      
 Name: John Redding

Title: Vice President
	

 	
 	

EATON VANCE SENIOR INCOME TRUST

BY: EATON VANCE MANAGEMENT

AS INVESTMENT ADVISOR
	

 	
 	

By	
 	

/s/  JOHN REDDING      
 Name: John Redding

Title: Vice President
	

 	
 	

EATON VANCE INSTITUTIONAL

SENIOR LOAN FUND

BY: EATON VANCE MANAGEMENT AS

INVESTMENT ADVISOR
	

 	
 	

By	
 	

/s/  JOHN REDDING      
 Name: John Redding

Title: Vice President
	 	 	 	 	 





17







 

	

 	
 	

OXFORD STRATEGIC INCOME FUND

BY: EATON VANCE MANAGEMENT AS

INVESTMENT ADVISOR
	

 	
 	

By	
 	

/s/  JOHN REDDING      
 Name: John Redding

Title: Vice President
	

 	
 	

EATON VANCE CDO III, LTD.

BY: EATON VANCE MANAGEMENT AS

INVESTMENT ADVISOR
	

 	
 	

By	
 	

/s/  JOHN REDDING      
 Name: John Redding

Title: Vice President
	

 	
 	

COSTANTINUS EATON VANCE CDO V, LTD.

BY: EATON VANCE MANAGEMENT AS

INVESTMENT ADVISOR
	

 	
 	

By	
 	

/s/  JOHN REDDING      
 Name: John Redding

Title: Vice President
	

 	
 	

GRAYSON & CO

BY: BOSTON MANAGEMENT AND RESEARCH

AS INVESTMENT ADVISOR
	

 	
 	

By	
 	

/s/  JOHN REDDING      
 Name: John Redding

Title: Vice President
	

 	
 	

BIG SKY SENIOR LOAN FUND, LTD.

BY: EATON VANCE MANAGEMENT

AS INVESTMENT ADVISOR
	

 	
 	

By	
 	

/s/  JOHN REDDING      
 Name: John Redding

Title: Vice President
	

 	
 	

EATON VANCE VT FLOATING-RATE

INCOME FUND

BY: EATON VANCE MANAGEMENT

AS INVESTMENT ADVISOR
	

 	
 	

By	
 	

/s/  JOHN REDDING      
 Name: John Redding

Title: Vice President
	 	 	 	 	 



18







 

	

 	
 	

WACHOVIA BANK
	

 	
 	

By	
 	

/s/  SHAWN JANKO      
 Name: Shawn Janko

Title: Vice President
	

 	
 	

CARLYLE HIGH YIELD PARTNERS IV, LTD.
	

 	
 	

By	
 	

/s/  LINDA PACE      
 Name: Linda Pace

Title: Managing Director
	

 	
 	

CARLYLE HIGH YIELD PARTNERS III, LTD.
	

 	
 	

By	
 	

/s/  LINDA PACE      
 Name: Linda Pace

Title: Managing Director
	

 	
 	

CARLYLE HIGH YIELD PARTNERS II, LTD.
	

 	
 	

By	
 	

/s/  LINDA PACE      
 Name: Linda Pace

Title: Managing Director
	

 	
 	

CARLYLE HIGH YIELD PARTNERS, L.P.
	

 	
 	

By	
 	

/s/  LINDA PACE      
 Name: Linda Pace

Title: Managing Director
	

 	
 	

TRANSAMERICA BUSINESS CAPITAL CORPORATION
	

 	
 	

By	
 	

/s/  KARL KIEFFER      
 Name: Karl Kieffer

Title: Duly Authorized Signatory
	

 	
 	

GENERAL ELECTRIC CAPITAL CORPORATION
	

 	
 	

By	
 	

/s/  KARL KIEFFER      
 Name: Karl Kieffer

Title: Duly Authorized Signatory




19











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Exhibit 10.1