EXHIBIT 10.1




 


FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT


 


This FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT (this “Amendment”) is made and entered into as of May 27, 2014, and effective as of the Amendment Effective Date (as defined herein), by and among Genco Shipping & Trading Limited (“Genco”) and its undersigned subsidiaries (together with Genco, the “Company Parties”) and the undersigned Supporting Creditors (the “Amending Creditors” and, together with the Company Parties, the “Amendment Parties”).







WHEREAS, reference is made to the Restructuring Support Agreement, effective as of April 3, 2014, by and among the Supporting Creditors and the Company Parties (as such agreement may be amended, restated, supplemented or otherwise modified from time to time, the “Restructuring Support Agreement”);







WHEREAS, the Restructuring Support Agreement contemplates a Restructuring of the Company Parties to be implemented through a prepackaged chapter 11 plan consistent with the terms and conditions of the Restructuring Support Agreement and the Restructuring Term Sheet attached thereto (such chapter 11 plan of reorganization, the “Plan”);







WHEREAS, in accordance with the Restructuring Support Agreement, on April 21, 2014, each of the Company Parties filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as amended, the “Bankruptcy Code”), in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”);







WHEREAS, on April 25, 2014, the Bankruptcy Court entered an Order in the Company Parties’ chapter 11 cases [Docket No. 47] approving the Company Parties’ assumption of the Restructuring Support Agreement pursuant to section 365(a) of the Bankruptcy Code; and







WHEREAS, on May 23, 2014, the Bankruptcy Court ordered a schedule for confirmation of the Plan (the “Confirmation Schedule”); and







WHEREAS, the Amending Creditors and the Company Parties wish to amend the Restructuring Support Agreement in accordance with Section 18 of the Restructuring Support Agreement as set forth more fully herein;







NOW, THEREFORE, in consideration of the mutual promises contained herein, along with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Amendment Parties hereby agree as follows:








		1.	Capitalized Terms.  Capitalized terms used but not defined in this Amendment have the meanings ascribed to such terms in the Restructuring Support Agreement.












		2.	Amendment.











		a.	Section 8(e) of the Restructuring Support Agreement is hereby deleted and replaced in its entirety with the following:





“the order approving the Disclosure Statement and the solicitation procedures and confirming the Plan shall be entered (such date, the “Confirmation Date”) on or before June  27, 2014; and”.








		b.	The section of the Restructuring Term Sheet located opposite the word “Rights Offering” is amended as follows:






		·	the words “Some or all of the” are inserted at the beginning of the first bullet point.






		·	the words “for 60 days” are stricken from the first bullet point.






		·	the words “party thereto” shall be inserted in the second bullet point after the words “Supporting 2007 Facility Lenders” and after the words “Supporting Noteholders”.





 



		3.	Consent.  Each undersigned Amending Creditor hereby consents to (a) extending the Subscription Deadline (as defined in the Plan) to June 18, 2014; (b) amending the Plan to reflect the new Subscription Deadline; (c) entry into a new Equity Commitment Agreement or an amendment to the Equity Commitment Agreement dated as of April 16, 2014 that (i) reflects the new Confirmation Schedule, (ii) is consistent with the Term Sheet (as revised by this Amendment), (iii) is otherwise on terms and conditions identical to those in the Equity Commitment Agreement dated as of April 16, 2014 and (iv) has been approved by the Required Commitment Parties (as defined in the Equity Commitment Agreement).





 



		4.	Amending Creditors’ Representations and Warranties. Each undersigned Amending Creditor, severally but not jointly, represents, warrants, and acknowledges as follows:











		a.	Authority and Validity.  (i) Such Amending Creditor has the power and authority to execute, deliver, and perform its obligations under this Amendment, and to consummate the transactions contemplated herein, (ii) the execution, delivery, and performance by such Amending Creditor under this Amendment and the consummation of the transactions contemplated herein have been duly authorized by all necessary action on the part of the Amending Creditor, and (iii) this Amendment has been duly executed and delivered by the Amending Creditor and constitutes the legal, valid, and binding agreement of such Amending Creditor and is enforceable against such Amending Creditor in accordance with its terms.





 



		b.	Title.  Such Amending Creditor is the legal or beneficial holder of, and has all necessary authority (including authority to bind any other legal or beneficial holder) with respect to the debt outstanding under the Debt Instruments in the aggregate principal amount set forth in Exhibit A (and in the case of a nominee, it






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has due and proper authorization to act on behalf of, and to bind, the beneficial owner of such Debt Instruments), and that its interests in such Debt Instruments are free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal, or other limitation on disposition or encumbrances of any kind that would adversely affect in any way such Amending Creditor’s performance of its obligations contained in the Restructuring Support Agreement and this Amendment at the time such obligations are required to be performed; and








		c.	Supporting Creditor.  Such Amending Creditor is a Supporting Creditor party to the Restructuring Support Agreement (whether as an original signatory thereto or by subsequent execution and delivery of a Transferee Acknowledgement in accordance with Section 5(a) of the Restructuring Support Agreement).











		5.	Company Parties’ Representations and Warranties.  Each of the Company Parties hereby represents, warrants, and acknowledges that (i) it has the power and authority to execute, deliver, and perform its obligations under this Amendment, and to consummate the transactions contemplated herein, (ii) the execution, delivery, and performance by the Company Parties under this Amendment and the consummation of the transactions contemplated herein have been duly authorized by all necessary action on the part of the applicable Company Parties, and (iii) this Amendment has been duly executed and delivered by the applicable Company Parties and constitutes the legal, valid, and binding agreement of such Company Parties and is enforceable against the Company Parties in accordance with its terms.











		6.	Continued Effect of Restructuring Support Agreement.  The Restructuring Support Agreement remains unchanged and in full force and effect, except as specifically amended by this Amendment and except to the extent individual holdings reflected on each Supporting Creditor’s signature page to the original Restructuring Support Agreement have changed as a result of a transfer pursuant to Section 5(a) of the Restructuring Support Agreement.











		7.	Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.











		8.	Amendment Effective Date.  This Amendment shall become effective as to each of the Company Parties and each Supporting Creditor under the Restructuring Support Agreement upon the execution and delivery of counterpart signatures by each of the Company Party and Amending Creditors constituting (i) Required Supporting 2007 Facility Lenders, (ii) Required Supporting $100 Million Facility Lenders, (iii) Required Supporting $253 Million Facility Lenders, and (iv) Required Supporting Noteholders (as each such term is defined in Section 7(b) of the Restructuring Support Agreement) (such date, the “Amendment Effective Date”).






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		9.	Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement.  The signatures of all of the Amending Parties need not appear on the same counterpart. Delivery of an executed signature page of this Amendment by facsimile or electronic mail shall be effective as delivery of a manually executed signature page of this Amendment.











		10.	No Waiver.  The execution, delivery and effectiveness hereof shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Parties under the Restructuring Support Agreement.





 


[Signature Pages Follow]



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IN WITNESS WHEREOF, the Amending Parties have caused this FIRST AMENDMENT TO PLAN SUPPORT AGREEMENT to be duly executed as of the date above written.


 


GENCO SHIPPING & TRADING LIMITED


 



	
By:

	/s/ John C. Wobensmith	
		
Name: John C. Wobensmith

	
	
       

	
Title: Chief Financial Officer







 



	
GENCO ACHERON LIMITED

	
GENCO CHARGER LIMITED


	
GENCO BEAUTY LIMITED

	
GENCO HUNTER LIMITED


	
GENCO KNIGHT LIMITED

	
GENCO PREDATOR LIMITED


	
GENCO LEADER LIMITED

	
GENCO WARRIOR LIMITED


	
GENCO MUSE LIMITED

	
GENCO BAY LIMITED


	
GENCO VIGOUR LIMITED

	
GENCO OCEAN LIMITED


	
GENCO CARRIER LIMITED

	
GENCO AVRA LIMITED


	
GENCO PROSPERITY LIMITED

	
GENCO MARE LIMITED


	
GENCO SUCCESS LIMITED

	
GENCO SPIRIT LIMITED


	
GENCO WISDOM LIMITED

	
GENCO LORRAINE LIMITED


	
GENCO MARINE LIMITED

	
GENCO PYRENEES LIMITED


	
GENCO EXPLORER LIMITED

	
GENCO LOIRE LIMITED


	
GENCO PIONEER LIMITED

	
GENCO CLAUDIUS LIMITED


	
GENCO PROGRESS LIMITED

	
GENCO BOURGOGNE LIMITED


	
GENCO RELIANCE LIMITED

	
GENCO PICARDY LIMITED


	
GENCO SURPRISE LIMITED

	
GENCO AQUITAINE LIMITED


	
GENCO SUGAR LIMITED

	
GENCO NORMANDY LIMITED


	
GENCO AUGUSTUS LIMITED

	
GENCO AUVERGNE LIMITED


	
GENCO TIBERIUS LIMITED

	
GENCO PROVENCE LIMITED


	
GENCO LONDON LIMITED

	
GENCO ARDENNES LIMITED


	
GENCO TITUS LIMITED

	
GENCO BRITTANY LIMITED


	
GENCO CONSTANTINE LIMITED

	
GENCO LANGUEDOC LIMITED


	
GENCO HADRIAN LIMITED

	
GENCO RHONE LIMITED


	
GENCO COMMODUS LIMITED

	
GENCO INVESTMENTS LLC


	
GENCO MAXIMUS LIMITED

	
GENCO MANAGEMENT (USA) LLC


	
GENCO CLAUDIUS LIMITED

	
GENCO SHIP MANAGEMENT LLC


	
GENCO CHALLENGER LIMITED

	
GENCO RE INVESTMENTS LLC


	
GENCO CHAMPION LIMITED

	
 







 


	
By:

	/s/ John C. Wobensmith	
		
Name: John C. Wobensmith

	
	
       

	
Title: Chief Financial Officer

	




 


[Signature Page to First Amendment to Restructuring Support Agreement]










GENCO CAVALIER LLC


GENCO RAPTOR LLC


GENCO THUNDER LLC



 


	
By:

	/s/ John C. Wobensmith	
		
Name: John C. Wobensmith

	
	
       

	
Title: Manager

	






 


[Signature Page to First Amendment to Restructuring Support Agreement]











Alden Global Capital LLC


 


 



	By:	/s/ Beth Pierce                     

Name:  Beth Pierce

 Title:  Vice President





 


[Signature Page to First Amendment to Restructuring Support Agreement]








APOLLO SPECIAL OPPORTUNITIES MANAGED

 ACCOUNT, L.P.







BY: APOLLO SOMA ADVISORS, L.P., its general

 partner







BY: APOLLO SOMA CAPITAL MANAGEMENT, LLC,

 its general partner


 



	By:	/s/ Joseph D. Glatt                     

Name:  Joseph D. Glatt

 Title:  Vice President and Secretary










AES (LUX) S.A R.L.


 


BY: APOLLO EUROPEAN STRATEGIC

 MANAGEMENT, L.P., its investment manager







BY: APOLLO EUROPEAN STRATEGIC

 MANAGEMENT GP, LLC, its general partner


 



	By:	/s/ Joseph D. Glatt                     

Name:  Joseph D. Glatt

 Title:  Vice President and Secretary










AEC (LUX) S.A R.L.







BY: APOLLO EUROPEAN CREDIT MANAGEMENT,

 L.P., its investment manager







BY: APOLLO EUROPEAN CREDIT MANAGEMENT

 GP, LLC, its general partner


 



	By:	/s/ Joseph D. Glatt                     

Name:  Joseph D. Glatt

 Title:  Vice President and Secretary





 


[Signature Page to First Amendment to Restructuring Support Agreement]








APOLLO CENTRE STREET PARTNERSHIP, L.P.


 


BY: APOLLO CENTRE STREET MANAGEMENT, LLC,

 its investment manager


 



	By:	/s/ Joseph D. Glatt                     

Name:  Joseph D. Glatt

 Title:  Vice President and Secretary










ANS U.S. HOLDINGS LTD


 


BY: APOLLO SK STRATEGIC ADVISORS, LLC, its

 sole director


 



	By:	/s/ Joseph D. Glatt                     

Name:  Joseph D. Glatt

 Title:  Vice President and Secretary





 


APOLLO CREDIT OPPORTUNITY FUND III LP


 


BY: APOLLO CREDIT OPPORTUNITY ADVISORS III

 LP, its general partner







BY: APOLLO CREDIT OPPORTUNITY ADVISORS III

 GP LLC, its general partner


 



	By:	/s/ Joseph D. Glatt                     

Name:  Joseph D. Glatt

 Title:  Vice President and Secretary





 


[Signature Page to First Amendment to Restructuring Support Agreement]








APOLLO FRANKLIN PARTNERSHIP, L.P.


 


BY: APOLLO FRANKLIN ADVISORS (APO DC), L.P.,

 its general partner







BY: APOLLO FRANKLIN ADVISORS (APO DC-GP),

 LLC, its general partner


 



	By:	/s/ Joseph D. Glatt                     

Name:  Joseph D. Glatt

 Title:  Vice President and Secretary










APOLLO ZEUS STRATEGIC INVESTMENTS, L.P.


 


BY: APOLLO ZEUS STRATEGIC MANAGEMENT,

 LLC, its investment manager


 



	By:	/s/ Joseph D. Glatt                     

Name:  Joseph D. Glatt

 Title:  Vice President and Secretary





 


[Signature Page to First Amendment to Restructuring Support Agreement]








Bank of America, N.A.


 


 



	By:	/s/ Jonathan M. Barnes                     

Name:  Jonathan M. Barnes

 Title:  Vice President





 


[Signature Page to First Amendment to Restructuring Support Agreement]








Centerbridge Capital Partners II (Cayman), L.P.


 


Centerbridge Capital Partners SBS II (Cayman), L.P.


 


Centerbridge Special Credit Partners II AIV IV (Cayman), L.P.


 


Centerbridge Credit Partners, LP


 


Centerbridge Credit Partners Master, LP













	By:	/s/ Bao Truong                     

Name:  Bao Truong

 Title:  Senior Managing Director





 


[Signature Page to First Amendment to Restructuring Support Agreement]








CITIGROUP GLOBAL MARKETS INC.













	By:	/s/ Linda R. Gianna Hasio                     

Name:  Linda R. Gianna Hasio

 Title:  Director





 


[Signature Page to First Amendment to Restructuring Support Agreement]








CITIGROUP FINANCIAL PRODUCTS INC.













	By:	/s/ Michael Eliason                     

Name:  Michael Eliason

 Title:  Authorized Signatory





 


[Signature Page to First Amendment to Restructuring Support Agreement]













CITIBANK N.A.













	By:	/s/ Michael Eliason                     

Name:  Michael Eliason

 Title:  Attorney-In-Fact





 


[Signature Page to First Amendment to Restructuring Support Agreement]













Credit Value Partners, LP, for funds and accounts

 under management







 



	By:	/s/ Donald Pollard                     

Name:  Donald Pollard

 Title:  Authorized Signatory





 


[Signature Page to First Amendment to Restructuring Support Agreement]








Gracie Credit Opportunities Master Fund, LP


 


By:  P&S Credit Management, LP













	By:	/s/ Sam Konz                     

Name:  Sam Konz

 Title:  CFO





 


[Signature Page to First Amendment to Restructuring Support Agreement]








P. Gracie, Ltd


 


By:  P&S Credit Management, LP













	By:	/s/ Sam Konz                     

Name:  Sam Konz

 Title:  CFO





 


[Signature Page to First Amendment to Restructuring Support Agreement]













Kildonan Castle Global Credit Opportunity Master Fund Ltd.







 



	By:	/s/ S. Dhulipaca                     

Name:  S. Dhulipaca

 Title:  CIO





 


[Signature Page to First Amendment to Restructuring Support Agreement]








Midtown Acquisitions LP







 



	By:	/s/ Avram Z. Friedman                     

Name:  Avram Z. Friedman

 Title:  Manager





 


[Signature Page to First Amendment to Restructuring Support Agreement]








Onex Debt Opportunity Fund, Ltd.


 


By: Onex Credit Partners, LLC, its investment manager


 








	By:	/s/ Kevin Connors                     

Name:  Kevin Connors

 Title:  Portfolio Manager





 


[Signature Page to First Amendment to Restructuring Support Agreement]








OCP Investment Trust


 


By: Onex Credit Partners, LLC, its manager


 



		By:	/s/ Kevin Connors                     

Name:  Kevin Connors

 Title:  Portfolio Manager





 


[Signature Page to First Amendment to Restructuring Support Agreement]








PANNING MASTER FUND, LP


By: Panning Capital Management, LP as investment manager













	By:	/s/ William Kelly                     

Name:  William Kelly

 Title:  COO





 


[Signature Page to First Amendment to Restructuring Support Agreement]








SILVER POINT CAPITAL FUND, L.P.













	By:	/s/ Michael A. Gatto                     

Name:  Michael A. Gatto

 Title:  Authorized Signatory





 


[Signature Page to First Amendment to Restructuring Support Agreement]








SPCP GROUP, LLC,













	By:	/s/ Michael A. Gatto                     

Name:  Michael A. Gatto

 Title:  Authorized Signatory





 


[Signature Page to First Amendment to Restructuring Support Agreement]








Permal Stone Lion Fund Ltd.







By:      Stone Lion Capital Partners L.P.,


Investment Manager













	By:	/s/ Claudia Borg                     

Name:  Claudia Borg

 Title:  Authorized Signatory





 


[Signature Page to First Amendment to Restructuring Support Agreement]








Stone Lion Portfolio L.P.


By: Stone Lion Capital Partners L.P.,


Its Investment Manager













	By:	/s/ Claudia Borg                     

Name:  Claudia Borg

 Title:  General Counsel





 


[Signature Page to First Amendment to Restructuring Support Agreement]








STRATEGIC VALUE MASTER FUND, LTD.







By:  Strategic Value Partners, LLC, its Investment Manager













	By:	/s/ Lewis Schwartz                     

Name:  Lewis Schwartz

 Title:  Chief Financial Officer





 


[Signature Page to First Amendment to Restructuring Support Agreement]








STRATEGIC VALUE SPECIAL SITUATIONS MASTER FUND II, L.P.







By:  SVP Special Situations II LLC, its Investment Manager







 



	By:	/s/ Lewis Schwartz                     

Name:  Lewis Schwartz

 Title:  Chief Financial Officer





 


[Signature Page to First Amendment to Restructuring Support Agreement]








STRATEGIC VALUE SPECIAL SITUATIONS MASTER FUND III, L.P.







By:  SVP Special Situations III LLC, its Investment Manager




  



	By:	/s/ Lewis Schwartz                     

Name:  Lewis Schwartz

 Title:  Chief Financial Officer





 


[Signature Page to First Amendment to Restructuring Support Agreement]








STRATEGIC VALUE SPECIAL SITUATIONS OFFSHORE FUND III-A, L.P.







By: SVP Special Situations III-A LLC its Investment Manager










	By:	/s/ Lewis Schwartz                     

Name:  Lewis Schwartz

 Title:  Chief Financial Officer





 


[Signature Page to First Amendment to Restructuring Support Agreement]








MAP 139 SEGREGATED PORTFOLIO OF LMA SPC


By:            Vendor Capital Management LP


Its:            Investment Adviser


 








	By:	/s/ Michael J. Wartell                     

Name:  Michael J. Wartell

 Title:  Co-Chief Investment Officer





 


[Signature Page to First Amendment to Restructuring Support Agreement]








VENDOR CAPITAL MASTER FUND LTD


By:            Vendor Capital Management LP


Its:            Investment Manager




  



	By:	/s/ Michael J. Wartell                     

Name:  Michael J. Wartell

 Title:  Co-Chief Investment Officer





 


[Signature Page to First Amendment to Restructuring Support Agreement]













ADVANTAGE OPPORTUNITIES FUND, L.P.


 


 



	By:	/s/ Irvin Schlussel                     





Name:             Irvin Schlussel


Title:                Managing Partner


 


[Signature Page to First Amendment to Restructuring Support Agreement]








BROWNSTONE INVESTMENT GROUP, LLC


 


 



	By:	/s/ Douglas Lowey                     





Name:             Douglas Lowey


Title:                CEO


 


[Signature Page to First Amendment to Restructuring Support Agreement]













FIDELITY ADVISOR SERIES I FUND; FIDELITY ADVISOR LEVERAGED

 COMPANY STOCK FUND


 


 



	By:	/s/ Joseph Zambello                     





Name:             Joseph Zambello


Title:                Deputy Treasurer


 


[Signature Page to First Amendment to Restructuring Support Agreement]








FIDELITY SECURITIES FUND; FIDELITY LEVERAGED COMPANY STOCK FUND


 


 



	By:	/s/ Joseph Zambello                     





Name:             Joseph Zambello


Title:                Deputy Treasurer


 


[Signature Page to First Amendment to Restructuring Support Agreement]













NEW GENERATION ADVISORS, LLC


 


 



	By:	/s/ Johan D. Goedkoop                     





Name:             Johan D. Goedkoop


Title:                Vice President


 


[Signature Page to First Amendment to Restructuring Support Agreement]













JLP CREDIT OPPORTUNITY MASTER FUND LTD.


 


By:            Phoenix Investment Adviser, LLC, its Investment Manager


 


 



	By:	/s/  Jeff Peskind                     





Name:             Jeff Peskind


Title:                CIO


 


[Signature Page to First Amendment to Restructuring Support Agreement]













JLP STRESSED CREDIT FUND LP


 


By:            Phoenix Investment Adviser, LLC, its Investment Manager


 


 



	By:	/s/  Jeff Peskind                     





Name:              Jeff Peskind


Title:                CIO


 


[Signature Page to First Amendment to Restructuring Support Agreement]













WILFRID ADVISORS AG


 


 



	By:	/s/ Nicholas W. Walsh                     





Name:             Nicholas W. Walsh


Title:                President







[Signature Page to First Amendment to Restructuring Support Agreement]











BNP PARIBAS


















	By:	   /s/ Eric Eugène                                   





Name: Eric Eugène


Title:  Global Head of Transportation Group


















	By:	  /s/ Patricia Lormeau                           





Name: Patricia Lormeau


Title:






















[Signature Page to First Amendment to Restructuring Support Agreement]


















Credit Agricole Corporate and Investment Bank


















	By:	   /s/ Michael Choina                           





Name: Michael Choina


Title:  Director























	By:	   /s/ Eden Rahman                               





Name: Eden Rahman


Title:  Associate






















[Signature Page to First Amendment to Restructuring Support Agreement]























Deutsche Bank AG Filiale Deutschlandgeschäft


















	By:	  /s/ K. Seefeld                                      





Name: K. Seefeld


Title:  Director


















	By:	   /s/ Bastian Duhmert                         





Name: Bastian Duhmert


Title:  Director






















[Signature Page to First Amendment to Restructuring Support Agreement]













DVB Bank SE


















	By:	   /s/ Joachim Götz                                





Name: Joachim Götz


Title:  Vice President























	By:	   /s/ Bianca Blum                                 





Name: Bianca Blum


Title:  Vice President



























[Signature Page to First Amendment to Restructuring Support Agreement]


















Skandinaviska Enskilda Banken AB (publ).


















	By:	   /s/ Ame Juell-Skielse                        





Name: Arne Juell-Skieise


Title:


















	By:	   /s/ Jan Dachién                                 





Name: Jan Dachién


Title:



























[Signature Page to First Amendment to Restructuring Support Agreement]


















Credit Agricole Corporate and Investment Bank


















	By:	   /s/ Michael Choina                           





Name: Michael Choina


Title:  Director


















	By:	   /s/ Eden Rahman                               





Name: Eden Rahman


Title:  Associate



























[Signature Page to First Amendment to Restructuring Support Agreement]


















Skandinaviska Enskilda Banken AB (publ).


















	By:	   /s/ Bjarte Böe                                     





Name: Bjarte Böe


Title:

















Skandinaviska Enskilda Banken AB (publ).


















	By:	   /s/ Magnus Rundgren                     





Name: Magnus Rundgren


Title:



























[Signature Page to First Amendment to Restructuring Support Agreement]


















CREDIT INDUSTRIEL ET COMMERCIAL


















	By:	   /s/ Andrew McKuin                         





Name: Andrew McKuin


Title:  Vice President


















	By:	   /s/ Alex Aupoix                                 





Name: Alex Aupoix


Title:  Managing Director



























[Signature Page to First Amendment to Restructuring Support Agreement]