Exhibit 10.1

FIRST AMENDMENT

FIRST AMENDMENT (this "Amendment"), dated as of June 13, 2003, among PRIMEDIA INC., a Delaware corporation (the "Borrower"), the lending
institutions listed from time to time party to the Credit Agreement referred to below (each a "Bank" and, collectively, the "Banks"), BANK OF AMERICA, N.A. as Syndication Agent (the "Syndication
Agent"), THE BANK OF NEW YORK and THE BANK OF NOVA SCOTIA, as Co-Documentation Agents, (in such capacity, the "Co-Documentation Agents") and JPMORGAN CHASE BANK (f/k/a The
Chase Manhattan Bank), as Administrative Agent (the "Administrative Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement referred to below
are used herein as therein defined.

W I T N E S S E T H:

WHEREAS, the Borrower, the Banks, the Syndication Agent, the Co-Documentation Agents and the Administrative Agent have entered into a Credit
Agreement, dated as of June 20, 2001 (the "Credit Agreement"); and

WHEREAS,
subject to the terms and conditions set forth below, the parties hereto wish to amend certain provisions of the Credit Agreement as provided herein;

NOW
THEREFORE, it is agreed;

A.Amendment to the Credit Agreement



Period

RatioEffective Date to and including June 30, 2004

6.00 to 1.00July 1, 2004 to and including December 31, 2004

5.75 to 1.00January 1, 2005 to and including December 31, 2005

5.50 to 1.00January 1, 2006 to and including December 31, 2006

5.00 to 1.00January 1, 2007 and thereafter

4.50 to 1.00


B.Miscellaneous Provisions



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*    *    *

2

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IN
WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered as of the date first above written.

| |  | PRIMEDIA INC.
| |  | -------------
| |  | By:          

[Signature
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---

| |  | JPMORGAN CHASE BANK,
Individually and as Administrative Agent
| |  | -------------------------------------------------------------
| |  | By:                                                          
| |  |                                                              

[Signature
Page to the Amendment to the Credit Agreement]

| |  | Addison CDO, Limited (#1279)
| |  | ----------------------------
| |  | By:                         
| |  |                             

[Signature
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---

| |  | AIMCO CDO Series 2000-A
| |  | -----------------------
| |  | By:                    
| |  | [By:                   

[Signature
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| |  | AIMCO CLO Series 2001-A
| |  | -----------------------
| |  | By:                    
| |  | [By:                   

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | ALLSTATE LIFE INSURANCE COMPANY
| |  | -------------------------------
| |  | By:                            
| |  | [By:                           

[Signature
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---

| |  | APEX (IDM) CDO I, LTD.             
| |  | -----------------------------------
| |  | By:                                
| |  | By:                                
| |  | ELC (CAYMAN) LTD.                  
| |  | By:                                
| |  | [By:                               
| |  | ELC (CAYMAN) LTD. CDO SERIES 1999-I
| |  | By:                                
| |  | [By:                               
| |  | ELC (CAYMAN) LTD. 1999-II          
| |  | By:                                
| |  | [By:                               
| |  | ELC (CAYMAN) LTD. 1999-III         
| |  | By:                                
| |  | [By:                               

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | APEX (Trimaran) CDO I, LTD.
By Trimaran Advisors, L.L.C.
| |  | --------------------------------------------------------
| |  | By:                                                     
| |  |                                                         
| |  |                                                         

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | ARES III CLO Ltd.
| |  | -----------------
| |  | By:              
| |  | By:              
| |  |                  
| |  |                  
| |  | Ares IV CLO Ltd. 
| |  | By:              
| |  | By:              
| |  | By:              
| |  |                  
| |  |                  
| |  | ARES V CLO Ltd.  
| |  | By:              
| |  | By:              
| |  | By:              
| |  |                  
| |  |                  

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | Athena CDO, Limited (#1277)
| |  | ---------------------------
| |  | By:                        
| |  |                            

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | Bank of America N.A.
| |  | --------------------
| |  | By:                 

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | CAPTIVA II FINANCE LTD.
| |  | -----------------------
| |  | By:                    

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | CAPTIVA III Finance Ltd. (Acct. 275),as advised by Pacific Investment Management Company LLC
| |  | --------------------------------------------------------------------------------------------
| |  | By:                                                                                         
| |  |                                                                                             
| |  |                                                                                             

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | CAPTIVA IV Finance Ltd. (Acct. 1275),as advised by Pacific Investment Management Company LLC
| |  | --------------------------------------------------------------------------------------------
| |  | By:                                                                                         
| |  |                                                                                             
| |  |                                                                                             

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | Catalina CDO Ltd. (#1287)
| |  | -------------------------
| |  | By:                      
| |  |                          

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | Citadel Hill 2000 LTD
| |  | ---------------------
| |  | By:                  
| |  |                      

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | Citibank, N.A.
| |  | --------------
| |  | By:           
| |  |               

[Signature
Page to the Amendment to the Credit Agreement]

---

|                                                                          |  | Clydesdale CLO 2001-1, LTD
|------------------------------------------------------------------------- |  | --------------------------
|NOMURA CORPORATE RESEARCH AND ASSET
MANAGEMENT INC. AS COLLATERAL MANAGER |  | By:                       
|                                                                          |  |                           
|                                                                          |  | [By:                      
|                                                                          |  |                           

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | CRESCENT/MACH I PARTNERS, L.P.                         
| |  | -------------------------------------------------------
| |  | By: TCW Asset Management Company
Its Investment Manager
| |  | By:                                                    
| |  |                                                        
| |  |                                                        
| |  | By:                                                    
| |  |                                                        
| |  |                                                        

[Signature
Page to the First Amendment to the Primedia Inc. Credit Agreement]

---

| |  | CSAM Funding I
| |  | --------------
| |  | By:           
| |  |               
| |  | [By:          
| |  |               

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | DELANO Company (#274)
| |  | ---------------------
| |  | By:                  
| |  |                      

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | EASTMAN HILL FUNDING I, LIMITED                            
| |  | -----------------------------------------------------------
| |  | By: TCW Asset Management Company,
as its Collateral Manager
| |  | By:                                                        
| |  |                                                            
| |  |                                                            

[Signature
Page to the First Amendment to the Primedia Inc. Credit Agreement]

---

| |  | ELC (CAYMAN) LTD. 2000-I                   
| |  | -------------------------------------------
| |  | By:                                        
| |  | By:                                        
| |  |                                            
| |  | BILL & MELINDA GATES FOUNDATION            
| |  | By:                                        
| |  | [By:                                       
| |  |                                            
| |  | MAPLEWOOD (CAYMAN) LIMITED                 
| |  | By:                                        
| |  | [By:                                       
| |  |                                            
| |  | MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
| |  | By:                                        
| |  | [By:                                       
| |  |                                            

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | ELT LTD.
| |  | --------
| |  | By:     
| |  |         

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | EXCEL BANK MINNESOTA
| |  | --------------------
| |  | By:                 
| |  |                     

---

| |  | First Dominion Funding I
| |  | ------------------------
| |  | By:                     
| |  |                         
| |  | [By:                    
| |  |                         

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | First Dominion Funding II
| |  | -------------------------
| |  | By:                      
| |  |                          
| |  | [By:                     
| |  |                          

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | First Dominion Funding III
| |  | --------------------------
| |  | By:                       
| |  |                           
| |  | [By:                      
| |  |                           

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | Flagship CLO 2001I
| |  | -------------------
| |  | by:                
| |  | By:                
| |  | Name               
| |  | Title:             

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | Flagship CLO II
| |  | ---------------
| |  | by:            
| |  | By:            
| |  | Name:          
| |  | Title:         

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | FLEET NATIONAL BANK
| |  | -------------------
| |  | By:                

---

| |  | FRANKLIN CLO I LIMITED
| |  | ----------------------
| |  | By:                   
| |  |                       

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | FRANKLIN CLO II LIMITED
| |  | -----------------------
| |  | By:                    
| |  |                        

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | FRANKLIN FLOATING RATE DAILY ACCESS
| |  | -----------------------------------
| |  | By:                                
| |  |                                    

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | FRANKLIN FLOATING RATE TRUST
| |  | ----------------------------
| |  | By:                         
| |  |                             

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | Galaxy CLO 1999-1 Ltd.
| |  | ----------------------
| |  | By:                   
| |  |                       

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | GENERAL ELECTRIC CAPITAL CORPORATION
| |  | ------------------------------------
| |  | By:                                 
| |  |                                     
| |  |                                     

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | GoldenTree High Yield Opportunities I, LP
| |  | -----------------------------------------
| |  | By:                                      
| |  | /s/FREDERICK S. HADDADFrederick S. Haddad

---

| |  | GoldenTree High Yield Opportunities II, LP
| |  | ------------------------------------------
| |  | By:                                       
| |  | /s/FREDERICK S. HADDADFrederick S. Haddad 

---

| |  | GoldenTree Loan Opportunities I, Limited 
| |  | -----------------------------------------
| |  | By:                                      
| |  | /s/FREDERICK S. HADDADFrederick S. Haddad

---

| |  | Hamilton CDO, Ltd.
| |  | ------------------
| |  | By:               
| |  | By:               
| |  |                   

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | HarbourView CLO IV, Ltd.
| |  | ------------------------
| |  | By:                     
| |  |                         
| |  | [By:                    
| |  |                         
| |  |                         

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | Highland Legacy Limited
| |  | -----------------------
| |  | By:                    
| |  | By:                    
| |  |                        
| |  | [By:                   
| |  |                        

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | Highland Loan Funding V Ltd.
| |  | ----------------------------
| |  | By:                         
| |  | By:                         
| |  |                             
| |  | [By:                        
| |  |                             

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio Advisor
| |  | -------------------------------------------------------------------------------
| |  | By:                                                                            
| |  | Name: Charles Kobayashi                                                        
| |  | Title:Principal and Portfolio Manager                                          
| |  | INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital as Portfolio Advisor
| |  | By:                                                                            
| |  | Name: Charles Kobayashi                                                        
| |  | Title:Principal and Portfolio Manager                                          
| |  | INDOSUEZ CAPITAL FUNDING VI, LIMITED
By: Indosuez Capital as Collateral Manager
| |  | By:                                                                            
| |  | Name: Charles Kobayashi                                                        
| |  | Title:Principal and Portfolio Manager                                          

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | ING PRIME RATE TRUST       
| |  | ---------------------------
| |  | By:                        
| |  | By:                        
| |  | Name: JEFFREY A. BAKALAR   
| |  | Title:SENIOR VICE PRESIDENT

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | Jissekikun Funding, Ltd. (#1288)
| |  | --------------------------------
| |  | By:                             
| |  |                                 

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | JUPITER FUNDING TRUST
| |  | ---------------------
| |  | By:                  
| |  |                      

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | KZH CNC LLC
| |  | -----------
| |  | By:        
| |  |            
| |  | [By:       
| |  |            

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | KZH CRESCENT LLC
| |  | ----------------
| |  | By:             
| |  |                 
| |  | [By:            
| |  |                 

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | KZH CRESCENT-2 LLC
| |  | ------------------
| |  | By:               
| |  |                   
| |  | [By:              
| |  |                   

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | KZH CRESCENT-3 LLC
| |  | ------------------
| |  | By:               
| |  |                   
| |  | [By:              
| |  |                   

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | Merrill Lynch Capital Corporation
| |  | ---------------------------------
| |  | By:                              
| |  |                                  

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  |      | [OTHER LENDER]
Metropolitan Life Insurance Company
| |  | ---- | --------------------------------------------------
| |  | By:  | /s/JAMES DINGLER                                  
| |  |      | Title:                                            
| |  | [By: |                                                   
| |  |      | Title:]                                           

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | ML CLO XV PILGRIM AMERICA (CAYMAN) LTD,
| |  | ---------------------------------------
| |  | By:                                    
| |  | By:                                    
| |  | Name:                                  
| |  | Title:                                 

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | Morgan Stanley Prime Income Trust
| |  | ---------------------------------
| |  | By:                              
| |  |                                  

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | MUIRFIELD TRADING LLC
| |  | ---------------------
| |  | By:                  
| |  |                      

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | OLYMPIC FUNDING TRUST, SERIES 1999-1
| |  | ------------------------------------
| |  | By:                                 
| |  |                                     

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | Oppenheimer Senior Floating Rate Fund
| |  | -------------------------------------
| |  | By:                                  
| |  |                                      
| |  | [By:                                 
| |  |                                      

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | Pam Capital Funding, Ltd
| |  | ------------------------
| |  | By:                     
| |  | By:                     
| |  |                         
| |  | [By:                    
| |  |                         

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | Pamco Cayman Ltd
| |  | ----------------
| |  | By:             
| |  | By:             
| |  |                 
| |  | [By:            
| |  |                 

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | PUTNAM DIVERSIFIED INCOME TRUST
| |  | -------------------------------
| |  | /s/BETH MAZOR                  
| |  | By:                            
| |  | Title:                         

---

| |  | PUTNAM MASTER INCOME TRUST
| |  | --------------------------
| |  | /s/BETH MAZOR             
| |  | By:                       
| |  | Title:                    

---

| |  | PUTNAM MASTER INTERMEDIATE
INCOME TRUST
| |  | ---------------------------------------
| |  | /s/BETH MAZOR                          
| |  | By:                                    
| |  | Title:                                 

---

| |  | PUTNAM PREMIER INCOME TRUST
| |  | ---------------------------
| |  | /s/BETH MAZOR              
| |  | By:                        
| |  | Title:                     

---

| |  | PUTNAM VARIABLE TRUSTPVT
DIVERSIFIED INCOME FUND
| |  | -------------------------------------------------
| |  | /s/BETH MAZOR                                    
| |  | By:                                              
| |  | Title:                                           

---

| |  | Restoration Funding CLO, Ltd
By: Highland Capital Management, L.P.
As Collateral Manager
| |  | ----------------------------------------------------------------------------------------
| |  | By:                                                                                     
| |  | [By:                                                                                    
| |  |                                                                                         

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | RIVIERA FUNDING LLC
| |  | -------------------
| |  | By:                
| |  |                    

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | ROSEMONT CLO, LTD.
| |  | ------------------
| |  | By:               
| |  |                   

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | ROYALTON COMPANY (#280)
| |  | -----------------------
| |  | By:                    
| |  |                        

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | Sankaty Advisors, LLC, as Collateral
Manager for Brant Point II CBO
2000-1 LTD., as Term Lender
| |  | -----------------------------------------------------------------------------------------------
| |  | By:                                                                                            
| |  |                                                                                                
| |  | [By:                                                                                           

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | Sankaty Advisors, LLC as Collateral
Manager for Great Point CLO 1999-1
LTD., as Term Lender
| |  | -------------------------------------------------------------------------------------------
| |  | By:                                                                                        
| |  |                                                                                            
| |  | [By:                                                                                       

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | Sankaty Advisors, LLC as Collateral
Manager for Race Point II CLO,
Limited, as Term Lender
| |  | ------------------------------------------------------------------------------------------
| |  | By:                                                                                       
| |  |                                                                                           
| |  | [By:                                                                                      

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | SAWGRASS TRADING LLC
| |  | --------------------
| |  | By:                 
| |  |                     

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | SEQUILS I, LTD.
| |  | ---------------
| |  | By:            
| |  | By:            
| |  | Name:          
| |  | Title:         
| |  | By:            
| |  | Name:          
| |  | Title:         

[Signature
Page to the First Amendment to the Primedia Inc. Credit Agreement]

---

| |  | SEQUILS IV, LTD.
| |  | ----------------
| |  | By:             
| |  | By:             
| |  | Name:           
| |  | Title:          
| |  | By:             
| |  | Name:           
| |  | Title:          

[Signature
Page to the First Amendment to the Primedia Inc. Credit Agreement]

---

| |  | SEQUILS-Cumberland I, Ltd.
| |  | --------------------------
| |  | By:                       
| |  | By:                       
| |  |                           

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | SEQUILS-MAGNUM, LTD. (#1280)
| |  | ----------------------------
| |  | By:                         
| |  |                             

[Signature
Page to the Amendment to the Credit Agreement]

---

| | SEQUILSPILGRIM I, LTD
| | ----------------------
| | By:                   
| | By:                   
| | Name:                 
| | Title:                

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | SIMSBURY CLO, LIMITED
By: David L. Babson & Company Inc. under
delegated authority from Massachusetts Mutual Life
Insurance Company as Collateral Manager
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | [By:                                                                                                                                                     
| |  | SUFFIELD CLO, LIMITED
By: David L. Babson & Company Inc. as Collateral
Manager                                                                           
| |  | [By:                                                                                                                                                     
| |  | TRYON CLO LTD. 2000-I
By: David L. Babson & Company Inc as Collateral
Manager                                                                            
| |  | [By:                                                                                                                                                     

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | Smoky River CDO, L.P.,
By RBC Leveraged Capital as Portfolio Advisor
| |  | --------------------------------------------------------------------
| |  | By:                                                                 
| |  | Name: Melissa Marano
Title:Partner                                  

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  |     | Stanfield Carrera CLO, Ltd.
By: Stanfield Capital Partners LLC
as its Asset Manager
| |  | --- | -----------------------------------------------------------------------------------
| |  | By: | /s/CHRISTOPHER A. BONDY                                                            
| |  |     | Title:                                                                             

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  |     | Stanfield Quattro CLO, Ltd.
By: Stanfield Capital Partners LLC
As its Collateral Manager
| |  | --- | ----------------------------------------------------------------------------------------
| |  | By: | /s/CHRISTOPHER A. BONDY                                                                 
| |  |     | Title:                                                                                  

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | TCW SELECT LOAN FUND, LIMITED                   
| |  | ------------------------------------------------
| |  | By: TCW Advisors, Inc. as its
Collateral Manager
| |  |                                                 
| |  |                                                 
| |  |                                                 
| |  |                                                 
| |  |                                                 
| |  |                                                 

[Signature
Page to the Amendment to the Primedia Inc. Credit Agreement]

---

| | The Bank of New York                                          
| | --------------------------------------------------------------
| | /s/ROBERT W. PIERSONBy: Robert W. Pierson
Title:Vice President

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | The Bank of Nova Scotia
| |  | -----------------------
| |  | By:                    

[Signature
Page to the Amendment to the Credit Agreement]

---

| | The University of Chicago
By: GoldenTree Asset Management, LP
| | -------------------------------------------------------------
| | /s/FREDERICK S. HADDADFrederick S. Haddad                    

---

| |  | TORONTO DOMINION (NEW YORK), INC.
| |  | ---------------------------------
| |  | By:                              
| |  |                                  

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | VAN KAMPEN SENIOR FLOATING RATE FUND
By: Van Kampen Investment Advisory Corp.
| |  | -----------------------------------------------------------------------------
| |  | By:                                                                          
| |  |                                                                              

---

| |  | VAN KAMPEN SENIOR INCOME TRUST
By: Van Kampen Investment Advisory Corp.
| |  | -----------------------------------------------------------------------
| |  | By:                                                                    
| |  |                                                                        

---

| |  | WINGED FOOT FUNDING TRUST
| |  | -------------------------
| |  | By:                      
| |  |                          

[Signature
Page to the Amendment to the Credit Agreement]

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| |  | WF Foundation
By: Golden Tree Asset Management, LP
| |  | --------------------------------------------------
| |  | /s/FREDERICK S. HADDADFrederick S. Haddad         

---

| |  | Windsor Loan Funding, Limited
By: Stanfield Capital Partners LLC
as its Investment Manager
| |  | ------------------------------------------------------------------------------------------
| |  | By:                                                                                       
| |  |                                                                                           

[Signature
Page to the Amendment to the Credit Agreement]

---

| |  | Wrigley CDO, Ltd. (#1285)
| |  | -------------------------
| |  | By:                      
| |  |                          

[Signature
Page to the Amendment to the Credit Agreement]

---

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