Exhibit 10.1


 


EXECUTION COPY


 


AMENDMENT NO. 3 TO CREDIT AGREEMENT


 


THIS AMENDMENT NO. 3 TO
CREDIT AGREEMENT (this “Agreement”), dated as of November 14, 2005, is
made by and among Great Lakes Dredge & Dock Corporation (the “Borrower”),
GLDD Acquisitions Corp. (“Holdings”), the other “Loan Parties” from time
to time party to the Credit Agreement referred to and defined below (together
with Holdings and the Borrower, the “Loan Parties”), the financial
institutions from time to time party to such Credit Agreement referred to and
defined below (collectively, the “Lenders”) and Bank of America, N.A.,
as issuer of the Letters of Credit (in such capacity, the “Issuing Lender”)
and as representative of the Lenders (in such capacity, the “Administrative
Agent”).  Capitalized terms used
herein and not otherwise defined herein shall have the meanings ascribed to
such terms in the Credit Agreement referred to and defined below.


W I T N E S S E T H:


 


WHEREAS, the Borrower, the
other Loan Parties, the Lenders, the Administrative Agent and the Issuing
Lender have entered into that certain Credit Agreement dated as of December 22,
2003 (as amended, supplemented or otherwise modified prior to the date hereof,
the “Credit Agreement”), pursuant to which, among other things, the Lenders
have agreed to provide, subject to the terms and conditions contained therein,
certain loans and other financial accommodations to the Borrower;


 


WHEREAS, the Borrower has
informed the Lenders and the Administrative Agent that the Borrower desires to
(i) repurchase all of the capital stock of North American Site Developers,
Inc., a Massachusetts corporation (“NASDI Inc.”) owned by Christopher A.
Berardi (“Berardi”) for $5,000, (ii) convert approximately $28,000,000
of intercompany indebtedness owing by NASDI Inc. to the Borrower into capital
stock of NASDI Inc., (iii) contribute all of the issued and outstanding shares
of capital stock of NASDI Inc. to NASDI Holdings Corporation, a newly formed
Delaware corporation and wholly-owned Subsidiary of the Borrower, (iv) convert
NASDI Inc. into a Delaware limited liability company under applicable law to
become North American Site Developers, LLC, a Delaware limited liability
company (“NASDI LLC”) and (v) cause Berardi (or an entity controlled by
Berardi) to be admitted as a member of NASDI LLC and the issuance to Berardi of
a 35% non-voting profits interest in NASDI LLC (the transactions contemplated
in clauses (i) through (v) are collectively referred to herein as the “NASDI
Restructuring”);


 


WHEREAS, the Credit
Agreement, as in effect before giving effect to the terms of this Agreement,
contains certain covenants and other terms that may prohibit the consummation
of certain aspects of the NASDI Restructuring; and


 


WHEREAS, the Borrower has
requested that the Lenders amend the Credit Agreement to permit those aspects
of the NASDI Restructuring that may otherwise be prohibited by the Credit
Agreement and to make certain other modifications in connection with the NASDI
Restructuring, and subject to the terms and conditions of this Agreement the
parties have agreed to so amend the Credit Agreement;


 


NOW, THEREFORE, in
consideration of the foregoing premises, the terms and conditions stated herein
and other valuable consideration, the receipt and sufficiency of which


 





















 


are hereby acknowledged by
the Borrower, the other Loan Parties, the Lenders and the Administrative Agent,
such parties hereby agree as follows:


 


1.                                       Amendments to
Credit Agreement.  Subject to
the satisfaction of each of the conditions set forth in Section 2 of
this Agreement, the Credit Agreement is hereby amended as follows:


 


(a)                                  Section 6.1(a)
of the Credit Agreement is hereby amended to insert the following text at the
beginning of such section:


 


Except as otherwise permitted under Sections 6.2(a)(i) and 6.2(g),


 


(b)                                 Section
6.2(a)(i) of the Credit Agreement is hereby amended to delete such section in
its entirety and to replace such section with the following section:


 


(i)                                  (A) any
Subsidiary of the Borrower may liquidate or dissolve voluntarily into the
Borrower or any Subsidiary Guarantor (provided that NASDI may liquidate or
dissolve voluntarily and its assets and properties distributed in accordance
with NASDI’s limited liability company agreement and other applicable law in
connection with any transaction or series of related transactions permitted
under Section 6.2(g)), (B) any Subsidiary of the Borrower may
consolidate with or merge into or with the Borrower or any Subsidiary
Guarantor, provided, in the case of a merger involving the Borrower, the
Borrower shall be the continuing Person, and in the case of a merger not
involving the Borrower, a  Subsidiary
Guarantor shall be the continuing Person, (C) the Borrower may consolidate with
or merge with any Subsidiary Guarantor, provided, in the case of a merger, the
Borrower shall be the continuing or surviving Person, (D) any Subsidiary of the
Borrower may consolidate with or merge into or with any Person pursuant to a
transaction or series of related transactions permitted under Section 6.2(g),
(E) the assets or Capital Stock of the Borrower or any of the Borrower’s
Subsidiaries may be purchased or otherwise acquired by the Borrower or any
Subsidiary Guarantor, and (F) any Subsidiary that is not a Subsidiary Guarantor
may liquidate or dissolve voluntarily into, or consolidate with or merge into
or with, and the assets or Capital Stock of such Subsidiary may be purchased or
otherwise acquired by, any other Subsidiary of the Borrower that is not a
Subsidiary Guarantor;


 


(c)                                  Section 6.2(d)
of the Credit Agreement is hereby amended to add the following clause (iv) to
the end of such section:


 


                                                or (iv) the NASDI Restructuring.


 


(d)                                 Section 6.2(g)
of the Credit Agreement is hereby amended to add the following clause (iv) to
the end of such section:


 


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or  (v) consists of a the
issuance by NASDI of no more than 35% of the non-voting profits interest of
NASDI to Berardi in connection with the NASDI Restructuring.


 


(e)                                  Section
7.1(j)(ii) of the Credit Agreement is hereby amended to delete such section in
its entirety and to replace such section with the following section:


 


(ii)                              except
as otherwise permitted under Sections 6.2(a)(i) and 6.2(g), the failure
of the Borrower (A) to own (directly or indirectly), free and clear of all
Liens or other encumbrances (other than any Lien or encumbrance created by the
Loan Documents), 100% of the outstanding shares of each class of Capital Stock
of any Subsidiary Guarantor on a fully diluted basis, or, in the case of NASDI,
at least 65% of the outstanding equity capital, or 100% of the outstanding
Voting Stock, of NASDI, or (B) to have the power (directly or indirectly) to
direct or cause the direction of the management or policies of any such
Subsidiary Guarantor (subject, in the case of NASDI, to the terms of NASDI’s
limited liability company agreement and other organizational documents); or


 


(f)                                    Schedule I of
the Credit Agreement is hereby amended as follows:


 


(i)             The definition of “EBITDA”
is hereby amended to add the following new clause (b)(ii) to the first sentence
of such definition immediately following clause (b)(i) and prior to clause (c)
thereof:


 


and  (ii) Net Income attributable
to the minority equity interest in NASDI that is not owned, directly or
indirectly, by the Borrower to the extent the Net Income in respect of such
minority equity interest is distributed to the holder or holders of such
minority equity interest.


 


(ii)          The definition of “NASDI”
is hereby amended to delete such definition in its entirety and to replace such
definition with the following definition:


 


“NASDI” means North American Site Developers, Inc., a Massachusetts corporation, and,
upon the consummation of the NASDI Restructuring, means North American Site
Developers, LLC, a Delaware limited liability company.


 


(iii)          The definition of “Net Cash Proceeds”
is hereby amended to add the following proviso to the end of such definition:


 


provided, however, that Net Cash Proceeds shall
exclude any cash proceeds received by the Borrower or any of its Subsidiaries
from the sale of any assets or equity interests (including, without limitation,
by way of merger, consolidation, reorganization or similar transaction) of
NASDI or NASDI Holdings to the extent that (a) the Borrower or such Subsidiary is
required to (i) distribute such proceeds as an equity distribution to the


 


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holders
of NASDI’s equity interests other than the Borrower or any of its Subsidiaries
(including, without limitation, distributions of available cash flow and
liquidating distributions) pursuant to NASDI’s limited liability company
agreement or other organizational documents or (ii) pay such proceeds to
Christopher Berardi (or his heirs, executor or assigns) as a bonus pursuant to
his employment agreement as then in effect and (b) the aggregate amount so
excluded does not exceed 35% of the gross amount of such cash proceeds
(including the amount of cash subsequently received in respect of any non-cash
proceeds) received by the Borrower and its Subsidiaries from such sale or
similar transaction.


 


(iv)  The following definitions of
“Berardi”, “NASDI Holdings” and “NASDI Restructuring” are
hereby added in the appropriate alphabetical locations:


 


                                                                                                “Berardi”
means Christopher A. Berardi or an entity controlled by Christopher A. Berardi,
and includes any heirs, executors and permitted assigns or transferees.


 


                                                                                                “NASDI
Holdings” means NASDI Holdings Corporation, a Delaware corporation.


 


“NASDI Restructuring” means,
collectively, (i) the Borrower’s repurchase all of the capital stock of North
American Site Developers, Inc. owned by Berardi for $5,000, (ii) the conversion
of approximately $28,000,000 of intercompany indebtedness owing by North
American Site Developers, Inc. to the Borrower into capital stock of North
American Site Developers, Inc., (iii) the Borrower’s contribution of all of the
issued and outstanding shares of capital stock of North American Site
Developers, Inc., a Massachusetts corporation, to NASDI Holdings, (iv) the
conversion of North American Site Developers, Inc., a Massachusetts
corporation, into North American Site Developers, LLC, a Delaware limited
liability company and (v) the admission of Berardi as a member of NASDI and the
issuance to Berardi of a 35% non-voting profits interest in NASDI.


 


2.                                       Effectiveness
of this Agreement; Conditions Precedent.  The provisions of Section 1 of this
Agreement shall be deemed to have become effective as of the date first written
above (the “Effective Date”), but such effectiveness shall be expressly
conditioned upon the Administrative Agent’s receipt of each of the following,
in each case in form, substance and scope reasonably acceptable to the
Administrative Agent:


 


(a)                                  executed
counterparts of this Agreement executed by Authorized Officers of the Borrower
and the other Loan Parties, and by duly authorized officers of the Required
Prepayment Lenders; and


 


(b)                                 payment in full
from the Borrower, in immediately available funds, of an amendment fee payable
to each Lender (collectively, the “Consenting Lenders”) executing and
delivering a counterpart signature page to this Agreement on or before 1:00
(Chicago, Illinois


 


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time) on Monday November 14, 2005 in an amount equal to 0.075% of the
sum of such Lender’s Revolving Commitment, plus the outstanding
principal balance of such Lender’s Tranche B Term Loan (the “Amendment Fee”).


 


3.                                       Representations,
Warranties and Covenants.


 


(a)                                  The Borrower
and each other Loan Party hereby represents and warrants that this Agreement
and the Credit Agreement as amended hereby (collectively, the “Amendment
Documents”) constitute legal, valid and binding obligations of the Borrower
and the other Loan Parties enforceable against the Borrower and the other Loan
Parties in accordance with their terms.


 


(b)                                 The Borrower
and each other Loan Party hereby represents and warrants that (i) its
execution, delivery and performance of this Agreement and the Credit Agreement
have been duly authorized by all proper corporate or limited liability company
action, do not violate any provision of its organizational documents, will not
violate any law, regulation, court order or writ applicable to it, and will not
require the approval or consent of any governmental agency, or of any other
third party under the terms of any contract or agreement to which it or any of
its Affiliates is bound (which has not been previously obtained), including
without limitation, the Note Indenture and the Bonding Agreement and (ii) after
giving effect to the amendments contemplated by Section 1 of this
Agreement, all Obligations will constitute, and if the full amount of the
Revolving Commitment were utilized by the Borrower all Obligations arising with
respect thereto would constitute, “Permitted Debt” under and as defined in
Section 4.09 of the Note Indenture.


 


(c)                                  The Borrower
and each other Loan Party hereby represents and warrants that, both before and
after giving effect to the provisions of this Agreement, (i) no Default or
Event of Default has occurred and is continuing or will have occurred and be
continuing and (ii) all of the representations and warranties of the Borrower
and each other Loan Party contained in the Credit Agreement and in each other
Loan Document (other than representations and warranties which, in accordance
with their express terms, are made only as of an earlier specified date) are,
and will be, true and correct as of the date of its execution and delivery
hereof or thereof in all material respects as though made on and as of such
date.


 


(d)                                 The Borrower
hereby agrees to pay the Amendment Fee to the Administrative Agent for the
benefit of the Consenting Lenders, upon the Borrower’s execution and delivery
hereof.


 


4.                                       Reaffirmation,
Ratification and Acknowledgment.  The Borrower and each other Loan Party hereby
(a) ratifies and reaffirms all of its payment and performance obligations,
contingent or otherwise, and each grant of security interests and liens in
favor of the Administrative Agent, under each Loan Document to which it is a
party, (b) agrees and acknowledges that such ratification and reaffirmation is
not a condition to the continued effectiveness of such Loan Documents and (c)
agrees that neither such ratification and reaffirmation, nor the Administrative
Agent’s, or any Lender’s solicitation of such ratification and reaffirmation,
constitutes a course of dealing giving rise to any obligation or condition
requiring a similar or any other ratification or reaffirmation from the
Borrower or such other


 


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Loan Parties with respect to any subsequent modifications to the Credit
Agreement or the other Loan Documents. 
As modified hereby, the Credit Agreement is in all respects ratified and
confirmed, and the Credit Agreement as so modified by this Agreement shall be
read, taken and so construed as one and the same instrument.  Each of the Loan Documents shall remain in
full force and effect and are hereby ratified and confirmed.  Neither the execution, delivery nor
effectiveness of this Agreement shall operate as a waiver of any right, power
or remedy of the Administrative Agent or the Lenders, or of any Default or
Event of Default (whether or not known to the Administrative Agent or the
Lenders), under any of the Loan Documents. 
This Agreement and each of the other Amendment Documents shall
constitute Loan Documents for purposes of the Credit Agreement.


 


5.                                       Governing Law.   THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO ITS CONFLICTS OF LAW PRINCIPLES (OTHER THAN THE PROVISIONS OF 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).


 


6.                                       Administrative
Agent’s Expenses.   The
Borrower hereby agrees to promptly reimburse the Administrative Agent for all
of the reasonable out-of-pocket expenses, including, without limitation,
attorneys’ and paralegals’ fees, it has heretofore or hereafter incurred or
incurs in connection with the preparation, negotiation and execution of this
Agreement and the other documents, agreements and instruments contemplated
hereby.


 


7.                                       Counterparts.  This Agreement may be executed in
counterparts, each of which shall be an original and all of which together
shall constitute one and the same agreement among the parties.


 


* * * *


 


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IN WITNESS WHEREOF, this
Agreement has been duly executed as of the day and year first above written.


 


	
  GREAT
  LAKES DREDGE & DOCK CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
  /s/
  Deborah A. Wensel

  
	
  Name:

  	
  Deborah
  A. Wensel

  
	
  Title:

  	
  Senior
  Vice President and Chief

  
	
  Financial
  Officer

  
	
   

  
	
   

  	
   

  
	
  GLDD ACQUISITIONS CORP.

  
	
   

  
	
   

  
	
  By:

  	
  /s/
  Deborah A. Wensel

  
	
  Name:

  	
  Deborah
  A. Wensel

  
	
  Title:

  	
  Senior
  Vice President and Chief

  
	
  Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  GREAT
  LAKES DREDGE & DOCK

  
	
  COMPANY,
  LLC

  
	
   

  
	
   

  
	
  By:

  	
  /s/
  Deborah A. Wensel

  
	
  Name:

  	
  Deborah
  A. Wensel

  
	
  Title:

  	
  Senior
  Vice President and Chief

  
	
  Financial
  Officer

  



 


Signature Page to Amendment No. 3 to Credit
Agreement


 


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  GREAT
  LAKES CARIBBEAN DREDGING, INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/
  Deborah A. Wensel

  
	
  Name:

  	
  Deborah
  A. Wensel

  
	
  Title:

  	
  Senior
  Vice President and Chief

  
	
  Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  DAWSON MARINE SERVICES COMPANY

  
	
   

  
	
   

  
	
  By:

  	
  /s/
  Deborah A. Wensel

  
	
  Name:

  	
  Deborah
  A. Wensel

  
	
  Title:

  	
  Senior
  Vice President and Chief

  
	
  Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  FIFTY-THREE DREDGING CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
  /s/
  William H. Hanson

  
	
  Name:

  	
  William
  H. Hanson

  
	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
  NORTH
  AMERICAN SITE DEVELOPERS, INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/
  Deborah A. Wensel

  
	
  Name:

  	
  Deborah
  A. Wensel

  
	
  Title:

  	
  Vice
  President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  JDC
  SOIL MANAGEMENT &

  
	
  DEVELOPMENT
  INC.

  
	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Deborah A. Wensel

  
	
  Name:

  	
  Deborah
  A. Wensel

  
	
  Title:

  	
  Senior
  Vice President and Chief

  
	
  Financial
  Officer

  



 


Signature Page to Amendment No. 3 to Credit
Agreement


 


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  BANK
  OF AMERICA, N.A., as Administrative

  
	
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Jeffery T. White

  
	
  Name:

  	
  Jeffery
  T. White

  
	
  Title:

  	
  Assistant
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
  BANK
  OF AMERICA, N.A., as a Lender and

  
	
  as
  Issuing Bank

  
	
   

  
	
   

  
	
  By:

  	
        /s/
  Lynn Simmons

  
	
  Name:

  	
  Lynn
  Simmons

  
	
  Title:

  	
    
  Senior Vice President

  
				



 


Signature Page to Amendment No. 3 to Credit
Agreement


 


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  CREDIT
  SUISSE, Cayman Islands Branch, (formerly known as Credit Suisse First Boston,
  acting through its Cayman Islands Branch) as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Thomas Cantello

  
	
  Name:
  Thomas Cantello

  
	
  Title:
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Gregory Richards

  
	
  Name:
  Gregory Richards

  
	
  Title:
  Associate

  



 


Signature Page to Amendment No. 3 to Credit
Agreement


 


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  MASTER
  SENIOR FLOATING RATE TRUST, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  [ILLEGIBLE]

  
	
  Title:

  



 


Signature Page to Amendment No. 3 to Credit
Agreement


 


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  OPPENHEIMER
  SENIOR FLOATING RATE FUND, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Lisa Chaffee

  
	
  Title:
  AVP

  



 


Signature Page to Amendment No. 3 to Credit
Agreement


 


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  FIFTH
  THIRD BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  
	
  Title:

  



 


Signature Page to Amendment No. 3 to Credit
Agreement


 


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  DRYDEN
  V LEVERAGED LOAN CDO 2003, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen J. Collins

  
	
  Title:
  Vice President

  



 


Signature Page to Amendment No. 3 to Credit
Agreement


 


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  ING
  SENIOR INCOME FUND, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Theodore M. Haag

  
	
  Name:
  Theodore M. Haag

  
	
  Title:
  Vice President

  



 


Signature Page to Amendment No. 3 to Credit
Agreement


 


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  LASALLE
  BANK NATIONAL ASSOCIATION, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  [ILLEGIBLE]

  
	
  Title:
  Senior Vice President

  



 


Signature Page to Amendment No. 3 to Credit
Agreement


 


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  LEHMAN
  BROTHERS INC., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  V. Paul Arzoulan

  
	
  Title:
  Senior Vice President

  



 


Signature Page to Amendment No. 3 to Credit
Agreement


 


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  LEHMAN
  COMMERCIAL PAPER INC., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  V. Paul Arzoulan

  
	
  Title:
  Senior Vice President

  



 


Signature Page to Amendment No. 3 to Credit
Agreement


 


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  MONUMENT
  PARK CDO LTD, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  
	
  Title:

  



 


Signature Page to Amendment No. 3 to Credit
Agreement


 


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  NATIONAL
  CITY BANK OF

  MICHIGAN/ILLINOIS, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  [ILLEGIBLE]

  
	
  Title:
  Account Officer

  



 


Signature Page to Amendment No. 3 to Credit
Agreement


 


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  THE
  NORTHERN TRUST COMPANY, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Kamika Agonwal

  
	
  Title:
  Commercial Banking Officer

  



 


Signature Page to Amendment No. 3 to Credit
Agreement


 


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  OAK
  BROOK BANK- OAK BROOK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Henry Wessel

  
	
  Title:
  Vice President

  



 


Signature Page to Amendment No. 3 to Credit
Agreement


 


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  WELLS
  FARGO BANK, NATIONAL ASSOCIATION, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  [ILLEGIBLE]

  
	
  Title:
  Vice President

  



 


Signature Page to Amendment No. 3 to Credit
Agreement


 


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  UBS AG,
  STAMFORD BRANCH, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Richard L. Tavrow

  
	
  Title:
  Director Banking Products Services, US

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Toba Lumbantobing

  
	
  Title:
  Associate Director Banking Products

  Services,
  US

  



 


Signature Page to Amendment No. 3 to Credit
Agreement


 


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  VAN
  KAMPEN SENIOR INCOME TRUST

  
	
  By:
  Van Kampen Investment Advisory Corp, as

  Collateral
  Manager

  
	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Christina Jamieson

  
	
  Title:
  Executive Director

  
	
   

  
	
  VAN
  KAMPEN SENIOR LOAN FUND

  
	
  By:
  Van Kampen Investment Advisory Corp, as

  Collateral
  Manager

  
	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Christina Jamieson

  
	
  Title:
  Executive Director

  



 


Signature Page to Amendment No. 3 to Credit Agreement


 


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  PILGRIM
  CLO 1999-1 LTD., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  
	
  Title:

  



 


Signature Page to Amendment No. 3 to Credit
Agreement


 


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  NORTH
  AMERICAN COMPANY FOR LIFE AND

  HEALTH
  INSURANCE, as a Lender

  
	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Kamika Agonwal

  
	
  Title:
  Commercial Banking Officer

  



 


Signature Page to Amendment No. 3 to Credit
Agreement


 


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  MIDLAND
  NATIONAL LIFE INSURANCE

  COMPANY,
  as a Lender

  
	
   

  
	
   

  	
   

  
	
  By:

  	
   

  
	
  Title:
  

  



 


Signature Page to Amendment No. 3 to Credit
Agreement


 


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