Exhibit 4.1


 


THIRD AMENDMENT


TO


SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


This
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
October 12, 2007 (this “Amendment”), is entered into by Agent, Canadian
Agent, the Requisite Lenders set forth on the signature pages attached hereto
and Borrowers (as defined below) and other Credit Parties in connection with
that certain Second Amended and Restated Credit Agreement, dated as of June 1,
2006 (as amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), by and among UNITED AGRI
PRODUCTS, INC., a Delaware corporation (“UAP”), UAP DISTRIBUTION, INC.,
a Delaware corporation (“UAP Distribution”), LOVELAND PRODUCTS, INC., a
Colorado corporation (“Loveland Products” and together with UAP and UAP
Distribution are sometimes referred to herein as the “U.S. Borrowers”
and individually as a “U.S. Borrower”), UNITED AGRI PRODUCTS CANADA
INC., an entity organized under the federal laws of Canada (“Canadian Borrower”)
(U.S. Borrowers and Canadian Borrower are sometimes referred to herein as the “Borrowers”
and individually as a “Borrower”), the other Credit Parties named
therein, the financial
institutions that are signatories thereto as Lenders, GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation, as the initial L/C Issuer and as Agent and
GE CANADA FINANCE HOLDING COMPANY, an entity organized under the federal laws
of Canada, as Canadian Agent.
Unless otherwise specified herein, capitalized terms used in this Amendment
shall have the meanings ascribed to them in Annex A to the Credit
Agreement.


 


RECITALS


 


WHEREAS, the Credit Parties have requested
that Agent, Canadian Agent and the Requisite Lenders amend certain provisions
of the Credit Agreement as herein set forth; and


 


WHEREAS, Agent, Canadian Agent and the
Requisite Lenders are prepared to amend certain provisions of the Credit
Agreement, in the manner and on the terms and conditions provided for herein.


 


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


 


SECTION 1.                            AMENDMENTS.


 


Subject to the
satisfaction of the conditions to effectiveness set forth in Section 2
herein, Agent, Canadian Agent and the Requisite Lenders hereby agree to amend
the Credit Agreement as set forth below:


 


(a)                                  Clause
(iv) of Section 1.1(a) of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:


 

















 


“(iv)                        Subject to the terms and
conditions hereof and the terms of the GE Capital Fee Letter, each Revolving
Lender agrees, severally and not jointly, to make available to U.S. Borrowers
during Period #8 through Period #12 of each Fiscal Year (as specified on Schedule
1.1(a)(iv) hereto) prior to the Commitment Termination Date, its Pro Rata
Share of overadvances (“Overadvances”) requested by Borrower
Representative on behalf of U.S. Borrowers hereunder. Overadvances shall
constitute U.S. Revolving Credit Advances and may be repaid and reborrowed from
time to time until the Commitment Termination Date. Overadvances (i) shall
not exceed  $150,000,000 (which amount shall be reduced to (1)
$145,000,000 on the first anniversary of the Closing Date, (2) $140,000,000 on
the second anniversary of the Closing Date, (3) $130,000,000 on the third
anniversary of the Closing Date, and (4) $115,000,000 on the fourth anniversary
of the Closing Date); provided that the aggregate amount of Overadvances
together with other outstanding Funded Debt shall not cause the Specified
Leverage Ratio (calculated assuming such Overadvance was funded on the last day
of the Specified Leverage Ratio Measuring Period) to exceed the Applicable Leverage
Ratio (the “Maximum Overadvance”), (ii) shall only be drawn against
if the outstanding balance of the U.S. Revolving Loan would otherwise equal or
exceed the U.S. Borrowing Base, (iii) subject to Section 6.5, shall
be paid prior to payment of the principal balance of the remainder of the U.S.
Revolving Loan and the Canadian Revolving Loan and (iv) subject to Section 6.5,
shall be paid in full on the first day of Period #1 of each Fiscal Year and on
the Commitment Termination Date.”


 


(b)                                 Clauses
(i) and (ii) of Section 1.1(b) of the Credit Agreement are hereby
amended and restated to read in their entirety as follows:


 


“(i)                               Subject to the terms and
conditions hereof, each Term Lender has agreed and agrees to make a term loan
(together with any additional term loan that may be extended pursuant to the
Additional Term Loan Commitments as set forth in Section 1.17 hereof
collectively, the “Term Loan”) on the Closing Date, the Third Amendment
Closing Date and on any subsequent date on which any additional Term Loan is
extended pursuant to the Additional Term Loan Commitments as set forth in Section
1.17) to U.S. Borrowers in the aggregate principal amount of its Term Loan
Commitment. The obligations of each Term Lender hereunder shall be several and
not joint. The Term Loan shall be evidenced by promissory notes substantially
in the form of Exhibit 1.1(b)(i) (each a “Term Note” and
collectively the “Term Notes”), and, except as provided in Section
1.9, U.S. Borrowers shall execute and deliver each Term Note to the
applicable Term Lender. Each Term Note shall represent the obligation of U.S.
Borrowers to pay the amount of the applicable Term Lender’s Term Loan
Commitment, together with interest thereon as prescribed in Section 1.2.


 


2

















 


(ii)                                  U.S. Borrowers shall
repay the principal amount of the Term Loan in twenty three (23) consecutive
quarterly installments on the first day of January 1, April 1, July 1 and
October 1 of each year, commencing October  1, 2006, as follows:


 


	
  Payment Dates

  	
   

  	
  Installment Amounts

  	
   

  
	
  October 1, 2006

  	
   

  	
  $

  	
  437,500

  	
   

  
	
  January, 1, 2007

  	
   

  	
  $

  	
  437,500

  	
   

  
	
  April 1, 2007

  	
   

  	
  $

  	
  437,500

  	
   

  
	
  July 1, 2007

  	
   

  	
  $

  	
  437,500

  	
   

  
	
  October 1, 2007

  	
   

  	
  $

  	
  437,500

  	
   

  
	
  January, 1, 2008

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
  April 1, 2008

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
  July 1, 2008

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
  October 1, 2008

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
  January, 1, 2009

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
  April 1, 2009

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
  July 1, 2009

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
  October 1, 2009

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
  January, 1, 2010

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
  April 1, 2010

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
  July 1, 2010

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
  October 1, 2010

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
  January, 1, 2011

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
  April 1, 2011

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
  July 1, 2011

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
  October 1, 2011

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
  January, 1, 2012

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
  April 1, 2012

  	
   

  	
  $

  	
  1,000,000

  	
   

  



 


The final installment due on June 1, 2012
shall be in the amount of $379,812,500  or, if different, the
remaining principal balance of the Term Loan.”


 


(c)                                  Section
1.2(a) of the Credit Agreement is hereby amended and restated to read in
its entirety as follows:


 


“(a)                            Borrowers shall pay
interest (i) with respect to the U.S. Revolving Credit Advances (including the
Overadvances), to Agent, for the ratable benefit of Lenders, (ii) with respect
to the Canadian Revolving Credit Advances, to Canadian Agent, (iii) with
respect to the Swing Line Advances, to Agent, for the benefit of the Swing Line
Lender


 


3

















 


and (iv) with respect to the Term Loan, to Agent, for the ratable
benefit of the Term Lenders, in each case in accordance with the various Loans
being made by each Lender, in arrears on each applicable Interest Payment Date,
at the following rates:  (i) with
respect to the Revolving Credit Advances (excluding Overadvances) which are
designated as Index Rate Loans (and for all other interest-bearing Obligations
not otherwise set forth below), the Index Rate plus the Applicable Revolver
Index Margin per annum or, with respect to Revolving Credit Advances (excluding
Overadvances) which are designated as LIBOR Loans, at the election of Borrower
Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR
Margin per annum, (ii) with respect to Revolving Credit Advances which are
Overadvances and which are designated as Index Rate Loans, the Index Rate plus
the Applicable Overadvance Index Margin per annum or, with respect to Revolving
Credit Advances which are Overadvances and which are designated as LIBOR Loans,
at the election of Borrower Representative, the applicable LIBOR Rate plus the
Applicable Overadvance LIBOR Margin per annum, (iii)  with respect to such
portion of the Term Loan  designated as
an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin
per annum or, with respect to such portion of the Term Loan designated as a
LIBOR Loan, at the election of Borrower Representative, the applicable LIBOR
Rate plus the Applicable Term Loan LIBOR Margin per annum and (iv) with
respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver
Index Margin per annum.


 


The
Applicable Margins are as follows:


 


	
  Applicable Revolver Index Margin

  	
   

  	
  0.00

  	
  %

  
	
  Applicable Revolver LIBOR Margin

  	
   

  	
  1.25

  	
  %

  
	
  Applicable Overadvance Index Margin

  	
   

  	
  1.00

  	
  %

  
	
  Applicable Overadvance LIBOR Margin

  	
   

  	
  2.25

  	
  %

  
	
  Applicable Term Loan Index Margin

  	
   

  	
  1.75

  	
  %

  
	
  Applicable Term Loan LIBOR Margin

  	
   

  	
  2.75

  	
  %

  
	
  Applicable Unused Line Fee Margin

  	
   

  	
  0.25”

  	
  %

  



 


(d)                                 Clause
(a) of Section 1.3 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:


 


“(a)                            Fee Letter. Borrowers
shall pay to GE Capital, individually, the Fees specified in that certain fee
letter dated as of August 23, 2007 among Borrowers and GE Capital (as may be
amended, restated, supplemented or otherwise modified from time to time, the “GE
Capital Fee Letter”), at the times specified for payment therein.”


 


(e)                                  Section
1 of the Credit Agreement is hereby amended by adding the following new Section
1.17 at the end thereof:


 


“1.17                     Increased Revolving Loan Commitment or Term Loan
Commitment.


 


(a)                                  Subject to the terms
and conditions set forth herein, so long as no Default or Event of Default
shall have occurred and then be continuing, at any time during the


 


4

















 


term of this Agreement and on one or more occasions, Borrowers with
Agent’s consent may propose to increase the Revolving Loan Commitment and/or
the Term Loan Commitment by $50,000,000 or an integral multiple thereof, but in
an amount not to exceed $150,000,000 in the aggregate for all such increases of
the Revolving Loan Commitment and the Term Loan Commitment, in accordance with
and pursuant to this Section 1.17; provided that (i) after
giving effect to any Additional Commitments (as defined below), the Credit
Parties will be in pro forma compliance with the financial covenants set forth
in Section 4, (ii) the maturity date of the Revolving Loans and Term
Loan extended pursuant to any such Additional Commitments shall be no earlier
than the Commitment Termination Date, (iii) the aggregate amount of the
Additional Term Loan Commitments shall not exceed $100,000,000;  (iv) the proceeds of the Term Loans extended
by Lenders pursuant to the Additional Term Loan Commitments shall be used, for
the repayment of the outstanding balance of the Revolving Loans, in whole or in
part, or the proceeds of the Loans extended by Lenders pursuant to the
Additional Commitments shall be used for Permitted Acquisitions, and for the
financing of Borrowers’ working capital and general corporate needs and other
uses of cash permitted herein, and (v) if the Applicable Margins with respect
to the Additional Commitments for the Revolving Loan or the Term Loan exceed
the Applicable Margins for the pre-existing Revolving Loan or Term Loan, as
applicable, the Applicable Margins for the pre-existing Revolving Loan or Term
Loan shall be increased to equal the Applicable Margins for the Additional
Commitments.


 


(b)                                 Such proposal (an “Increased Commitment
Proposal”) may be delivered by Borrower Representative
to Agent and Lenders and, subject to paragraph (c) below, to Qualified
Assignees approved by Borrower Representative, in each case, with the prior
written consent of Agent, and shall set forth the amount of proposed increase
of the Revolving Loan Commitment (collectively, the “Additional Revolving
Loan Commitments”) and/or Term Loan Commitment (collectively, the “Additional
Term Loan Commitments” and together with the Additional Revolving Loan
Commitments collectively, the “Additional Commitments”).


 


(c)                                  The Increased
Commitment Proposal shall be offered first to Lenders, who may accept, but are
not obligated to accept, based on their respective Pro Rata Shares of the
Revolving Loan Commitment and/or the Term Loan Commitment, as applicable. If
the total amount of the Additional Commitments is not accepted by Lenders based
on their respective Pro Rata Shares, then Lenders may accept, but are not
obligated to accept, the remaining portions of the Additional Commitments on a
non-pro rata basis. To the extent that Lenders do not accept all of the
Additional Commitments, any remaining portion of the Increased Commitment
Proposal may be offered to Qualified Assignees. Subject to the foregoing,
Agent, in consultation with the Borrower Representative, shall have discretion
to adjust the allocation of the Additional Commitments between and among
Lenders that accept the Increased Commitment Proposal and Qualified Assignees
that accept the Increased Commitment Proposal.


 


(d)                                 The Credit Parties,
the Lenders accepting such Increased Commitment Proposal and the Qualified
Assignees accepting such Increased Commitment Proposal shall have entered into
an agreement (an “Increased
Commitment Agreement”) in form


 


5

















 


and substance reasonably satisfactory to Agent pursuant to which, among
other things, (1) Lenders and Qualified Assignees party thereto shall have
accepted the Increased Commitment Proposal, (2) the Applicable Margins for the
Additional Commitments are set forth, (3) the Qualified Assignees shall have
agreed to be bound by this Agreement and shall have made the representations
and warranties required of an assignee of Loans or Commitments under Section
8.1, (4) the terms of the Increased Commitment Proposal and the terms
required by this Section 1.17 shall have been incorporated into
this Agreement (which incorporation shall constitute an amendment of this
Agreement and shall not require the consent of Requisite Lenders (so long as
such Increased Commitment Agreement is limited to implementing the Increased
Commitment Proposal and provisions reasonably related thereto as reasonably
determined by Agent), (5) the Credit Parties shall have consented to the terms
of the Increased Commitment Agreement, and (6) Borrowers shall have issued to
each Lender that requests the same (i) a new Revolving Note in an amount equal
to the Revolving Loan Commitment of such Lender (after giving effect to the
increase of such Lender’s Revolving Loan Commitment) and/or a new Term Note in
an amount equal to the Term Loan Commitment of such Lender (after giving effect
to the increase of such Lender’s Term Loan Commitment).


 


(e)                                  On the effective date
of any increase in the Revolving Loan Commitment under this Section 1.17,
(i) (x) all necessary Revolving Credit Advances shall be made under the
Additional Commitment and (y) a portion of those increased fundings shall be
applied to the Revolving Loan held by Revolving Lenders whose percentage share
of the outstanding Revolving Loan exceeds their respective Pro Rata Shares of
the Revolving Loan Commitment (after giving effect to such increase in the
Revolving Loan Commitment), in each case, so that the percentage share of the
outstanding Revolving Loan held by each Revolving Lender equals its Pro Rata
Share of the Revolving Loan Commitment, and (ii) the percentage interest
of each Revolving Lender in each participation in each undrawn Letter of Credit
(whether then outstanding or thereafter issued) shall equal its percentage
interest in the Revolving Loan Commitment (after giving effect to such increase
in the Revolving Loan Commitment). From and after that date, each Revolving
Credit Advance shall be made in accordance with the Revolving Loan Commitments
after giving effect to such increase in the Revolving Loan Commitment, and each
repayment of a Revolving Credit Advance shall be applied in accordance with the
Revolving Loan Commitments after giving effect to such increase in the
Revolving Loan Commitments.


 


(f)                                    All Revolving
Credit Advances made pursuant to the Additional Revolving Loan Commitments
shall constitute Revolving Loan Advances and the additional Term Loan made
pursuant to the Additional Term Loan Commitments shall constitute part of the
Term Loan and, in each case, shall constitute Obligations, shall be secured pari passu by the Collateral and shall be repaid in
accordance with the terms of this Agreement.”


 


(f)                                    Clause
(v) of Section 3.6(b) of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:


 


6

















 


“(v)                           the sum of all amounts
payable in connection with all Permitted Acquisitions (including, without
duplication, all earn outs, working capital adjustments, transaction costs and
all Permitted Acquisition Debt, and Contingent Obligations incurred or assumed
in connection therewith or otherwise reflected on a consolidated balance sheet
of Borrowers and Target) shall not exceed (1) $150,000,000 in the aggregate per
Fiscal Year which amount shall be increased in any Fiscal Year by the positive
amount (if any), equal to the difference of (A) $150,000,000 minus (B)
the actual amount of the sum of all amounts payable in connection with all
Permitted Acquisitions during such prior Fiscal Year; provided that no
more than (A) $25,000,000 in the aggregate per Fiscal Year and (B) $50,000,000
in the aggregate during the term of this Agreement may be spent for
International Acquisitions and Canadian Acquisitions collectively; provided
that if the purchase price under any Permitted Acquisition is paid in full or
in part by the issuance of common Stock of Holdings or incurrence of
Indebtedness permitted by Sections 3.1(m) or (n), the amount of any such
consideration shall be excluded from the calculation of the annual limits
referenced under this clause (v);”


 


(g)                                 Section
4.1 of the Credit Agreement is hereby amended and restated to read in its
entirety as follows:


 


“4.1                           Maximum Total Leverage Ratio. At any time at which any Term
Loans are outstanding, permit the Total Leverage Ratio on the last day of any
Fiscal Quarter (beginning with the Fiscal Quarter ending on or about November
25, 2007) to exceed the ratio set forth below opposite the last day of such
Fiscal Quarter:


 


	
  Fiscal Quarter

  	
   

  	
  Total Leverage Ratio

  	
   

  
	
  Ending on or about November 25, 2007

  	
   

  	
  3.90:1.00

  	
   

  
	
  Ending on or about February 24, 2008

  	
   

  	
  3.25:1.00

  	
   

  
	
  Ending on or about May 25, 2008

  	
   

  	
  3.25:1.00

  	
   

  
	
  Ending on or about August 24, 2008

  	
   

  	
  4.10:1.00

  	
   

  
	
  Ending on or about November 23, 2008

  	
   

  	
  3.50:1.00

  	
   

  
	
  Ending on or about February 22, 2009

  	
   

  	
  3.25:1.00

  	
   

  
	
  Ending on or about May 24, 2009

  	
   

  	
  3.25:1.00

  	
   

  
	
  Ending on or about August 23, 2009

  	
   

  	
  3.75:1.00

  	
   

  
	
  Ending on or about November 22, 2009

  	
   

  	
  3.50:1.00

  	
   

  
	
  Ending on or about February 28, 2010

  	
   

  	
  3.25:1.00

  	
   

  
	
  Ending on or about May 30, 2010

  	
   

  	
  3.25:1.00

  	
   

  
	
  Ending on or about August 29, 2010

  	
   

  	
  3.75:1.00

  	
   

  
	
  Ending on or about November 28, 2010

  	
   

  	
  3.50:1.00

  	
   

  
	
  Ending on or about February 27, 2011

  	
   

  	
  3.25:1.00

  	
   

  
	
  Ending on or about May 29, 2011

  	
   

  	
  3.25:1.00

  	
   

  
	
  Ending on or about August 28, 2011

  	
   

  	
  3.75:1.00

  	
   

  
	
  Ending on or about November 27, 2011

  	
   

  	
  3.50:1.00

  	
   

  
	
  Ending on or about February 26, 2012 and
  the last day of each Fiscal Quarter thereafter”

  	
   

  	
  3.25:1.00

  	
   

  



 


7

















 


(h)                                 Clause
(c) of Section 6.1 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:


 


“(c)                            Breach of Certain Provisions;
Breach of Warranty. Failure of any Credit Party to (i) perform or comply
with any term or condition contained in clause (a) of Section 2.4
as to Borrowers only, Sections 2.11(c),  3, 4.1, 4.2 or
4.3(h)(1); or (ii) perform, keep or observe any of the provisions of Section  2.3 or Section 4.3(d)(i) solely
with respect to Borrowing Base Certificates, and solely with respect to Section
2.3 and Section 4.3(d)(i), such failure shall remain unremedied for
fifteen (15) days or more; or”


 


(i)                                     Clause
(E) of Section 6.5 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:


 


“(E)                           In all cases, the unpaid
Swap Related Reimbursement Obligations and the unpaid Hedging Obligations shall
not exceed $35,000,000 in the aggregate.”


 


(j)                                     Each
of the following definitions set forth in Annex A to the Credit
Agreement is hereby amended and restated to read in its entirety as follows:


 


“Commitments” means (a) as to any
Lender, the aggregate of such Lender’s 
Revolving Loan Commitment and Term Loan Commitment as set forth on Annex
B to the Agreement or in the most recent Assignment Agreement executed by
such Lender and (b) as to all Lenders, the aggregate of all Lenders’
Revolving Loan Commitments and Term Loan Commitments, which aggregate commitment
shall be One Billion Seventy Two Million Eight Hundred Twelve Thousand Five
Hundred Dollars and Zero Cents ($1,072,812,500.00) on the Third Amendment
Closing Date, as such Commitments may be increased pursuant to Section 1.17
hereof and may be reduced, amortized or adjusted from time to time in
accordance with this Agreement.


 


“Hedging Obligations” means (i) all
obligations owing by any U.S. Borrower to a Person who is a Lender or an
Affiliate of any Lender, or a “Designated Hedge Provider”


 


8

















 


(as defined below) or an Affiliate of any
Designated Hedge Provider under any Interest Rate Agreement at the time such
obligations were incurred by such U.S. Borrower; provided, however that this
term shall specifically exclude the Swap Related Reimbursement Obligations and
(ii) all obligations owing by any U.S. Borrower to a Person who is a Lender or
an Affiliate of any Lender, or a Designated Hedge Provider or an Affiliate of
any Designated Hedge Provider under any hedging arrangement related to
commodities; provided, that the aggregate termination exposure related
to all such commodities hedging arrangements shall not exceed $15,000,000 at
any time.  “Designated Hedge Provider” means each Agent, and also the other
agents on the cover page of this Agreement, which are Goldman Sachs Credit
Partners L.P., Cooperatieve Centrale Raiffeisen-Boereleenbank B.A., “Rabobank
International” New York Branch, and Merrill Lynch Capital, A Division of
Merrill Lynch Business Financial Services Inc.


 


“Revolving Loan Commitment” means
(a) as to any Lender, the commitment of such Lender to make its Pro Rata
Share of Revolving Credit Advances (or fund its Participating Interest) or,
solely with respect Lenders, incur its Pro Rata Share of Letter of Credit
Obligations (including, in the case of the Swing Line Lender, its commitment to
make Swing Line Advances as a portion of its Revolving Loan Commitment) as set
forth on Annex B or in the most recent Assignment Agreement, if any, executed
by such Lender and (b) as to all Lenders, the aggregate commitment of all
Lenders to make the Revolving Credit Advances (including, in the case of the
Swing Line Lender, Swing Line Advances) or, solely with respect to Lenders,
incur Letter of Credit Obligations, which aggregate commitment shall be Six
Hundred Seventy Five Million Dollars and Zero Cents ($675,000,000.00) on the
Third Amendment Closing Date, as such amount may be increased pursuant to Section
1.17 hereof and may be adjusted, if at all, from time to time in accordance
with this Agreement.


 


“Term Loan Commitment” means (a) as to
any Lender with a Term Loan Commitment, the commitment of such Lender to make
its Pro Rata Share of the Term Loan as set forth on Annex B to this
Agreement or in the most recent Assignment Agreement executed by such Lender,
and (b) as to all Lenders with a Term Loan Commitment, the aggregate commitment
of all Lenders to make the Term Loan, which aggregate commitment shall be Three
Hundred Ninety Seven Million Eight Hundred Twelve Thousand Five Hundred Dollars
and Zero Cents ($397,812,500.00) on the Third Amendment Closing Date as such
amount may be increased pursuant to Section 1.17 hereof and adjusted, if at
all, from time to time in accordance with the Agreement. After advancing the
Term Loan, each reference to a Lender’s Term Loan Commitment shall refer to
that Lender’s Pro Rata Share of the outstanding Term Loan.


 


(k)                                  Annex
A to the Credit Agreement is hereby amended by adding the following new
definitions thereto in proper alphabetical order:


 


“Additional Commitments” has the
meaning ascribed to it in Section 1.17(b).


 


“Additional Term Loan Commitments” has
the meaning ascribed to it in Section 1.17(b).


 


9

















 


“Additional Revolving Loan Commitments”
has the meaning ascribed to it in Section 1.17(b).


 


“Increased Commitment Agreement” has
the meaning ascribed to it in Section 1.17(d).


 


“Increased Commitment Proposal” has
the meaning ascribed to it in Section 1.17(b).


 


“Third Amendment” that certain Third
Amendment to Second Amended and Restated Credit Agreement, dated as of October
12, 2007, by and among Credit Parties, Agent and the Requisite Lenders.


 


“Total Leverage Ratio” means, with
respect to Holdings and its Subsidiaries, on a consolidated basis, the ratio of
(a) Funded Debt as of the last day of any Fiscal Quarter, to (b) the sum of
EBITDA for the twelve months ending as of the last day of the most recent
Fiscal Quarter for which Financial Statements are available prior to any date
of determination (the “Total Leverage Ratio Measuring Period”). 
Furthermore, for purposes of calculating the Total Leverage Ratio, the EBITDA
attributable to any Permitted Acquisition occurring during or after the Total
Leverage Ratio Measuring Period (but on or prior to the date of determination)
shall be included in EBITDA as if such Permitted Acquisition had been
consummated on the first day of the Total Leverage Ratio Measuring Period, in
accordance with the definition of EBITDA.


 


“Third Amendment Closing Date” means
the date on which each of the conditions precedent to the effectiveness of the
Third Amendment are satisfied.


 


(l)                                     Annex
B to the Credit Agreement is hereby amended and restated to read in its
entirety as set forth on Annex B attached hereto.


 


(m)                               Exhibit
4.3(k) to the Credit Agreement is hereby amended and restated to read in
its entirety as set forth on Exhibit 4.3(k) attached hereto.


 


	
  SECTION 2.

  	
  CONDITION TO EFFECTIVENESS.

  



 


The effectiveness of this Amendment is
subject to the satisfaction of each of the following conditions precedent:


 


(a)                                  this
Amendment shall have been duly executed and delivered by the Borrowers, the
other Credit Parties, Agent, Canadian Agent and Requisite Lenders (including
those Lenders whose Term Loan Commitments are being increased hereunder);


 


(b)                                 the
representations and warranties contained herein shall be true and correct in
all respects;


 


(c)                                  except
as otherwise provided in that certain Post-Closing Matters Agreement, dated as
of the date hereof, by and among the Borrowers and Agents, the Credit Parties
shall deliver all documents listed on, take all actions set forth on and
satisfy all other


 


10

















 


conditions
precedent listed on the Closing Checklist attached hereto as Exhibit A,
all in form and substance, or in a manner, satisfactory to Agents and Lenders;


 


(d)                                 EBITDA
of Holdings and its Subsidiaries on a consolidated basis shall be at least
$200,000,000 for the trailing twelve months period most recently ended for
which Financial Statements have been delivered to Agent pursuant to Section
4.3 of the Credit Agreement prior to the Third Amendment Closing Date,
including adjustments reasonably satisfactory to Agent;


 


(e)                                  the
senior secured Indebtedness of Borrowers shall be rated by S&P and by Moody’s;


 


(f)                                    since  May 27, 2007 there have been no events or changes in facts
or circumstances affecting any Credit Party or any of its Subsidiaries which
individually or in the aggregate have had a Material Adverse Effect;


 


(g)                                 Borrowers
shall have paid to Agent the fees payable on the Third Amendment Closing Date
pursuant to that certain Amended and Restated Fee Letter, dated as of August
22, 2007, among Borrowers and GE Capital; and


 


(h)                                 Borrowers
shall have paid to Agent, for the ratable benefit of the Lenders that (x) are
party to the Credit Agreement as in effect immediately prior to the
effectiveness of this Amendment and (y) consent to this Amendment, an amendment
fee equal to 12.5 basis points of the Commitments of each such Lender under the
Credit Agreement as in effect immediately prior to the effectiveness of this
Amendment, which fee shall be fully earned, and due and payable on the Third
Amendment Closing Date.


 


	
  SECTION 3.

  	
  REPRESENTATIONS AND WARRANTIES.

  



 


In order to induce Agent, Canadian Agent and
Lenders to enter into this Amendment, each Credit Party hereby represents and
warrants to Agent, Canadian Agent and Lenders, which representations and
warranties shall survive the execution and delivery of this Amendment, that:


 


(a)                                  all
of the representations and warranties contained in the Credit Agreement and in
each Loan Document are true and correct in all material respects (without
duplication of any materiality qualifier contained therein) as of the date
hereof after giving effect to this Amendment, except to the extent that any
such representations and warranties expressly relate to an earlier date;


 


(b)                                 the
execution, delivery and performance by such Credit Party of this Amendment has
been duly authorized by all necessary corporate action required on its part and
this Amendment, and the Credit Agreement is the legal, valid and binding
obligation of such Credit Party enforceable against such Credit Party in
accordance with its terms, except as its enforceability may be affected by the
effect of (i) bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to or affecting the rights or
remedies of creditors generally, and (ii) general principles of equity;


 


11

















 


(c)                                  neither
the execution, delivery and performance of this Amendment by such Credit Party,
the performance by such Credit Party of the Credit Agreement nor the
consummation of the transactions contemplated hereby does or shall contravene,
result in a breach of, or violate (i) any provision of any Credit Party’s
certificate or articles of incorporation or bylaws or other similar documents,
or agreements, (ii) any law or regulation, or any order or decree of any court
or government instrumentality, or (iii) any indenture, mortgage, deed of trust,
lease, agreement or other instrument to which any Credit Party or any of its
Subsidiaries is a party or by which any Credit Party or any of its Subsidiaries
or any of their property is bound, except in any such case to the extent such
conflict or breach (y) has been waived herein or by a written waiver document,
a copy of which has been delivered to Agent on or before the date hereof, or
(z) has not had and could not reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect;


 


(d)                                 no
Default or Event of Default has occurred and is continuing;


 


(e)                                  U.S.
Borrowers shall utilize the proceeds of the Term Loans extended to U.S. Borrowers
on the Third Amendment Effective Date solely for repayment of the outstanding
balance of the Revolving Loans and payment of fees and expenses relating to
this Amendment.


 


	
  SECTION 4.

  	
  REFERENCE TO AND EFFECT UPON
  THE CREDIT AGREEMENT.

  



 


(a)                                  Except
as specifically set forth above, the Credit Agreement and the other Loan
Documents shall remain in full force and effect and are hereby ratified and
confirmed.


 


(b)                                 The
amendments set forth herein are effective solely for the purposes set forth
herein and shall be limited precisely as written, and shall not be deemed to
(i) be a consent to any amendment, waiver or modification of any other term or
condition of the Credit Agreement or any other Loan Document, (ii) operate as a
waiver or otherwise prejudice any right, power or remedy that Agent, Canadian
Agent or the Lenders may now have or may have in the future under or in
connection with the Credit Agreement or any other Loan Document or (iii)
constitute an amendment or a waiver of any provision of the Credit Agreement or
any Loan Document, in each case, except as specifically set forth herein. Upon
the effectiveness of this Amendment, each reference in the Credit Agreement to “this
Agreement”, “herein”, “hereof” and words of like import and each reference in the
Credit Agreement and the Loan Documents to the Credit Agreement shall mean the
Credit Agreement as amended hereby. This Amendment shall be construed in
connection with and as part of the Credit Agreement.


 


	
  SECTION 5.

  	
  COSTS AND EXPENSES.

  



 


As provided in Section 1.3(e) of the
Credit Agreement, Borrowers agree to reimburse Agent and Canadian Agent for all
reasonable, out-of-pocket fees, costs and expenses, including the reasonable,
out-of-pocket fees, costs, and expenses of counsel or other advisors for advice,
assistance or other representation in connection with this Amendment.


 


12

















 


	
  SECTION 6.

  	
  GOVERNING LAW.

  



 


THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.


 


	
  SECTION 7.

  	
  HEADINGS.

  



 


Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purposes.


 


	
  SECTION 8.

  	
  COUNTERPARTS.

  



 


This Amendment may be executed in any number
of counterparts, each of which when so executed shall be deemed an original but
all such counterparts shall constitute one and the same instrument.


 


	
  SECTION 9.

  	
  CONFIDENTIALITY.

  



 


The matters set forth herein are subject to
Section 9.13 of the Credit Agreement, which is incorporated herein by
reference.


 


[signature pages follow]


 


13

















 


IN WITNESS WHEREOF, this Amendment has been
duly executed as of the date first written above.


 


	
   

  	
  BORROWERS:

  
	
   

  	
   

  
	
   

  	
  UNITED AGRI PRODUCTS CANADA

  INC., as Canadian Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dave Bullock

  
	
   

  	
   

  	
  Name:

  	
  Dave Bullock

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNITED AGRI PRODUCTS, INC., as a U.S.

  Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dave Bullock

  
	
   

  	
   

  	
  Name:

  	
  Dave Bullock

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UAP DISTRIBUTION, INC., as a U.S.

  Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dave Bullock

  
	
   

  	
   

  	
  Name:

  	
  Dave Bullock

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LOVELAND PRODUCTS, INC., as a U.S.

  Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dave Bullock

  
	
   

  	
   

  	
  Name:

  	
  Dave Bullock

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  CREDIT PARTIES:

  
	
   

  	
   

  
	
   

  	
  UAP HOLDING CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dave Bullock

  
	
   

  	
   

  	
  Name:

  	
  Dave Bullock

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LOVELAND INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dave Bullock

  
	
   

  	
   

  	
  Name:

  	
  Dave Bullock

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PLATTE CHEMICAL CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dave Bullock

  
	
   

  	
   

  	
  Name:

  	
  Dave Bullock

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SNAKE RIVER CHEMICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dave Bullock

  
	
   

  	
   

  	
  Name:

  	
  Dave Bullock

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRANSBAS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dave Bullock

  
	
   

  	
   

  	
  Name:

  	
  Dave Bullock

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


 


Signature Page to Third Amendment To Second Amended and Restated Credit
Agreement


 

















 


	
   

  	
  UAP TIMBERLAND, LLC

  
	
   

  	
   

  
	
   

  	
  By:  UAP Distribution, Inc.,
  its Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dave Bullock

  
	
   

  	
   

  	
  Name:

  	
  Dave Bullock

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NIPKO, LLC

  
	
   

  	
   

  
	
   

  	
  By: Loveland Products, Inc., its Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dave Bullock

  
	
   

  	
   

  	
  Name:

  	
  Dave Bullock

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


 


Signature Page to Third Amendment To Second Amended and Restated Credit
Agreement


 
















 


	
   

  	
  GENERAL ELECTRIC CAPITAL 

  CORPORATION, as Agent, an L/C Issuer 

  and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Crain

  
	
   

  	
   

  	
  Its Duly Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GE CANADA FINANCE HOLDING 

  COMPANY, as Canadian Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Zeni

  
	
   

  	
   

  	
  Its Duly Authorized Signatory

  



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  DEERE CREDIT, INC., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael P. Kuchn

  
	
   

  	
   

  	
  Name:

  	
  Michael P. Kuchn

  
	
   

  	
   

  	
  Title:

  	
  Manager, AFS Johnston Credit

  Operations

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PNC BANK NATIONAL ASSOCIATION, as

  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian Conway

  
	
   

  	
   

  	
  Name:

  	
  Brian Conway

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adam Seiden

  
	
   

  	
   

  	
  Name:

  	
  Adam Seiden

  
	
   

  	
   

  	
  Title:

  	
  Vice President and

  
	
   

  	
   

  	
   

  	
  Senior Client Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COOPERATIEVE CENTRALE

  RAIFFEISEN-BOERELEENBANK B.A.,

  “RABOBANK INTERNATIONAL” NEW 

  YORK BRANCH, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Purky

  
	
   

  	
   

  	
  Name:

  	
  James Purky

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brett Delfino

  
	
   

  	
   

  	
  Name:

  	
  Brett Delfino

  
	
   

  	
   

  	
  Title:

  	
  Executive Director

  



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  MERRILL LYNCH CAPITAL, A 

  DIVISION OF MERRILL LYNCH 

  BUSINESS FINANCIAL SERVICES INC., 

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Halston

  
	
   

  	
   

  	
  Name:

  	
  Richard Halston

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UBS LOAN FINANCE LLC, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary E. Evans

  
	
   

  	
   

  	
  Name:

  	
  Mary E. Evans

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  	
   

  	
  Banking Products Services, US

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Irja H. Otsa

  
	
   

  	
   

  	
  Name: 

  	
  Irja H. Otsa

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  	
   

  	
  Banking Products Services, US

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF MONTREAL, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ben Ciallella

  
	
   

  	
   

  	
  Name:

  	
  Ben Ciallella

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William P. Robin

  
	
   

  	
   

  	
  Name:

  	
  William P. Robin

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  AMERICAN INTERNATIONAL GROUP,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  AIG Global Investment Corp., its 

  
	
   

  	
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven S. Oh

  
	
   

  	
   

  	
  Name:

  	
  Steven S. Oh

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GALAXY CLO 2003-1, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  AIG Global Investment Corp., its 

  
	
   

  	
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven S. Oh

  
	
   

  	
   

  	
  Name:

  	
  Steven S. Oh

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GALAXY III CLO, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  AIG Global Investment Corp., its Collateral 

  
	
   

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven S. Oh

  
	
   

  	
   

  	
  Name:

  	
  Steven S. Oh

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GALAXY IV CLO, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  AIG Global Investment Corp., as Collateral 

  
	
   

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven S. Oh

  
	
   

  	
   

  	
  Name:

  	
  Steven S. Oh

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  GALAXY V CLO, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  AIG Global Investment Corp., its Collateral

  
	
   

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven S. Oh

  
	
   

  	
   

  	
  Name:

  	
  Steven S. Oh

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GALAXY VI CLO, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  AIG Global Investment Corp., its Collateral

  
	
   

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven S. Oh

  
	
   

  	
   

  	
  Name:

  	
  Steven S. Oh

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  BLACKROCK SENIOR INCOME SERIES

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BlackRock Financial Management, Inc., its

  
	
   

  	
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ann Marie Smith

  
	
   

  	
   

  	
  Name:

  	
  Ann Marie Smith

  
	
   

  	
   

  	
  Title:

  	
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  BLACKROCK SENIOR INCOME SERIES

  II

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BlackRock Financial Management, Inc., its

  
	
   

  	
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ann Marie Smith

  
	
   

  	
   

  	
  Name:

  	
  Ann Marie Smith

  
	
   

  	
   

  	
  Title:

  	
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  BLACKROCK SENIOR INCOME SERIES 

  III

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BlackRock Financial Management, Inc., its

  
	
   

  	
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ann Marie Smith

  
	
   

  	
   

  	
  Name:

  	
  Ann Marie Smith

  
	
   

  	
   

  	
  Title:

  	
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BLACKROCK SENIOR INCOME SERIES

  V f/k/a Granite Finance Limited

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BlackRock Financial Management, Inc., its

  
	
   

  	
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ann Marie Smith

  
	
   

  	
   

  	
  Name:

  	
  Ann Marie Smith

  
	
   

  	
   

  	
  Title:

  	
  Portfolio Manager

  
							



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  BLACKROCK SENIOR INCOME SERIES

  IV

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BlackRock Financial Management, Inc., its

  
	
   

  	
  Collateral Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ann Marie Smith

  
	
   

  	
   

  	
  Name:

  	
  Ann Marie Smith

  
	
   

  	
   

  	
  Title:

  	
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MAGNETITE V CLO, LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BlackRock Financial Management, Inc., its

  
	
   

  	
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ann Marie Smith

  
	
   

  	
   

  	
  Name:

  	
  Ann Marie Smith

  
	
   

  	
   

  	
  Title:

  	
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SENIOR LOAN FUND

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BlackRock Financial Management, Inc., its

  
	
   

  	
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ann Marie Smith

  
	
   

  	
   

  	
  Name:

  	
  Ann Marie Smith

  
	
   

  	
   

  	
  Title:

  	
  Portfolio Manager

  
							



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  CS ADVISORS CLO I LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CapitalSource Advisors LLC, as Portfolio

  
	
   

  	
  Manager and Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles A. Stearns

  
	
   

  	
   

  	
  Name:

  	
  Charles A. Stearns

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  BRIDGEPORT CLO LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Deerfield Capital Management LLC, as its

  
	
   

  	
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matt Stouffer

  
	
   

  	
   

  	
  Name:

  	
  Matt Stouffer

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MARQUETTE PARK CLO LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Deerfield Capital Management LLC, as its

  
	
   

  	
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matt Stouffer

  
	
   

  	
   

  	
  Name:

  	
  Matt Stouffer

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MARKET SQUARE CLO LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Deerfield Capital Management LLC, as its

  
	
   

  	
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matt Stouffer

  
	
   

  	
   

  	
  Name:

  	
  Matt Stouffer

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LONG GROVE CLO, LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Deerfield Capital Management LLC, as its

  
	
   

  	
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matt Stouffer

  
	
   

  	
   

  	
  Name:

  	
  Matt Stouffer

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  BRYN MAWR II CLO, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Deerfield Capital Management LLC, as its

  
	
   

  	
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matt Stouffer

  
	
   

  	
   

  	
  Name:

  	
  Matt Stouffer

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CUMBERLAND II CLO, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Deerfield Capital Management LLC, as its 

  
	
   

  	
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matt Stouffer

  
	
   

  	
   

  	
  Name:

  	
  Matt Stouffer

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ROSEMONT CLO, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Deerfield Capital Management LLC, as its 

  
	
   

  	
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matt Stouffer

  
	
   

  	
   

  	
  Name:

  	
  Matt Stouffer

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MUIRFIELD TRADING LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anna M. Tallent

  
	
   

  	
   

  	
  Name:

  	
  Anna M. Tallent

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ACCESS INSTITUTIONAL LOAN FUND

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Deerfield Capital Management LLC, as its 

  
	
   

  	
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matt Stouffer

  
	
   

  	
   

  	
  Name:

  	
  Matt Stouffer

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  FOREST CREEK CLO, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Deerfield Capital Management LLC, as its

  
	
   

  	
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matt Stouffer

  
	
   

  	
   

  	
  Name:

  	
  Matt Stouffer

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  DENALI CAPITAL CLO V, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Denali Capital LLC, Managing Member of

  
	
   

  	
  DC Funding Partners LLC, Portfolio Manager

  for Denali Capital CLO V, Ltd., or an affiliate

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Thacker

  
	
   

  	
   

  	
  Name:

  	
  John P. Thacker

  
	
   

  	
   

  	
  Title:

  	
  Chief Credit Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DENALI CAPITAL CLO VI, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Denali Capital LLC, Managing Member of

  
	
   

  	
  DC Funding Partners LLC, Portfolio Manager

  for Denali Capital CLO VI, Ltd., or an affiliate

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Thacker

  
	
   

  	
   

  	
  Name:

  	
  John P. Thacker

  
	
   

  	
   

  	
  Title:

  	
  Chief Credit Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DENALI CAPITAL CLO VII, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Denali Capital LLC, Managing Member of

  
	
   

  	
  DC Funding Partners LLC, Portfolio Manager

  for Denali Capital CLO VII, Ltd., or an affiliate

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Thacker

  
	
   

  	
   

  	
  Name:

  	
  John P. Thacker

  
	
   

  	
   

  	
  Title:

  	
  Chief Credit Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DENALI CAPITAL CLO VIII, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Denali Capital LLC, Managing Member of

  
	
   

  	
  DC Funding Partners LLC, Portfolio Manager

  for Denali Capital CLO VIII, Ltd., or an affiliate

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Thacker

  
	
   

  	
   

  	
  Name:

  	
  John P. Thacker

  
	
   

  	
   

  	
  Title:

  	
  Chief Credit Officer

  
					



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  EATON VANCE VT FLOATING-RATE

  INCOME FUND

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Eaton Vance Management, as Investment 

  
	
   

  	
  Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  EATON VANCE VARIABLE LEVERAGE

  FUND LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Eaton Vance Management, as Investment

  
	
   

  	
  Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GRAYSON & CO.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Boston Management and Research, as

  
	
   

  	
  Investment Advisor

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EATON VANCE INSTITUTIONAL

  SENIOR LOAN FUND

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Eaton Vance Management, as Investment

  
	
   

  	
  Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  EATON VANCE CDO VIII, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Eaton Vance Management, as Investment

  
	
   

  	
  Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  GOLDENTREE LOAN OPPORTUNITIES 

  III, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: GoldenTree Asset Management, L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karen Weber

  
	
   

  	
   

  	
  Name:

  	
  Karen Weber

  
	
   

  	
   

  	
  Title:

  	
  Director – Bank Debt

  
	
   

  	
   

  	
   

  
	
   

  	
  GOLDENTREE LOAN OPPORTUNITIES 

  V, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: GoldenTree Asset Management, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karen Weber

  
	
   

  	
   

  	
  Name:

  	
  Karen Weber

  
	
   

  	
   

  	
  Title:

  	
  Director – Bank Debt

  



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  THE HARTFORD MUTUAL FUNDS, INC.,

  ON BEHALF OF THE HARTFORD

  FLOATING RATE FUND

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Hartford Investment Management Company,

  
	
   

  	
  its Sub-advisor, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Connor

  
	
   

  	
   

  	
  Name:

  	
  John P. Connor

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ATLAS LOAN FUNDING (HARTFORD), 

  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Atlas Capital Funding, Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Structured Asset Investors, LLC, its

  
	
   

  	
  Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diana M. Himes

  
	
   

  	
   

  	
  Name:

  	
  Diana M. Himes

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HARTFORD INSTITUTIONAL TRUST,

  ON BEHALF OF ITS FLOATING RATE

  BANK LOAN SERIES

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Hartford Investment Management Company,

  
	
   

  	
  its Investment Manager, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Connor

  
	
   

  	
   

  	
  Name:

  	
  John P. Connor

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 
















 


	
   

  	
  VICTORIA FALLS CLO, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeremy Johnson

  
	
   

  	
   

  	
  Name:

  	
  Jeremy Johnson

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DIAMOND LAKE CLO, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeremy Johnson

  
	
   

  	
   

  	
  Name:

  	
  Jeremy Johnson

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUMMIT LAKE CLO, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeremy Johnson

  
	
   

  	
   

  	
  Name:

  	
  Jeremy Johnson

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CLEAR LAKE CLO, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeremy Johnson

  
	
   

  	
   

  	
  Name:

  	
  Jeremy Johnson

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  GANNETT PEAK CLO I, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  McDonnell Investment Management,

  
	
   

  	
   

  	
  LLC, as Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Kathleen A. Zarn

  
	
   

  	
   

  	
  Name:

  	
  Kathleen A. Zarn

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  VENTURE III CDO LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Its Investment Advisor, MJX Asset

  
	
   

  	
  Management, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hans L. Christensen

  
	
   

  	
   

  	
  Name:

  	
  Hans L. Christensen

  
	
   

  	
   

  	
  Title:

  	
  Chief Investment Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VENTURE IV CDO LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Its Investment Advisor, MJX Asset

  
	
   

  	
  Management, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hans L. Christensen

  
	
   

  	
   

  	
  Name:

  	
  Hans L. Christensen

  
	
   

  	
   

  	
  Title:

  	
  Chief Investment Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VENTURE V CDO LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Its Investment Advisor, MJX Asset

  
	
   

  	
  Management, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hans L. Christensen

  
	
   

  	
   

  	
  Name:

  	
  Hans L. Christensen

  
	
   

  	
   

  	
  Title:

  	
  Chief Investment Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VENTURE VI CDO LIMITED

  
	
   

  	
   

  
	
   

  	
  By: Its Investment Advisor, MJX Asset

  Management, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hans L. Christensen

  
	
   

  	
   

  	
  Name:

  	
  Hans L. Christensen

  
	
   

  	
   

  	
  Title:

  	
  Chief Investment Officer

  



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  VENTURE VII CDO LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Its Investment Advisor, MJX Asset

  
	
   

  	
  Management, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hans L. Christensen

  
	
   

  	
   

  	
  Name:

  	
  Hans L. Christensen

  
	
   

  	
   

  	
  Title:

  	
  Chief Investment Officer

  



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  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 Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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 Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  OAK HILL CREDIT PARTNERS IV,

  LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Oak Hill CLO Management IV, LLC, as

  
	
   

  	
  Investment Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott D. Krase 

  
	
   

  	
   

  	
  Name:

  	
  Scott D. Krase

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  OAK HILL CREDIT OPPORTUNITIES

  FINANCING, LTD.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott D. Krase 

  
	
   

  	
   

  	
  Name:

  	
  Scott D. Krase

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  SMBC MVI SPC, on behalf of and for the

  account of Segregated Portfolio No. 1

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Oak Hill Separate Account Management I,

  
	
   

  	
  LLC, as Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott D. Krase 

  
	
   

  	
   

  	
  Name:

  	
  Scott D. Krase

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  OHA PARK AVENUE CLO I, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Oak Hill Advisors, L.P., as Investment

  
	
   

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott D. Krase 

  
	
   

  	
   

  	
  Name:

  	
  Scott D. Krase

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ACAS CLO 2006-1, Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  American Capital Asset Management, LLC,

  
	
   

  	
  as Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dana Dratch

  
	
   

  	
   

  	
  Name:

  	
  Dana Dratch

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  CENTURION CDO II, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  RiverSource Investments, LLC,

  
	
   

  	
   

  	
  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
   

  	
   

  	
  Name:

  	
  Robin C. Stancil

  
	
   

  	
   

  	
  Title:

  	
  Director of Operations

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SEQUILS-CENTURION V, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  RiverSource Investments, LLC,

  
	
   

  	
   

  	
  As Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
   

  	
   

  	
  Name:

  	
  Robin C. Stancil

  
	
   

  	
   

  	
  Title:

  	
  Director of Operations

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AMERIPRISE CERTIFICATE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Yvonne E. Stevens

  
	
   

  	
   

  	
  Name:

  	
  Yvonne E. Stevens

  
	
   

  	
   

  	
  Title:

  	
  Senior Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CENTURION CDO III, LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  RiverSource Investments, LLC,

  
	
   

  	
   

  	
  As Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
   

  	
   

  	
  Name:

  	
  Robin C. Stancil

  
	
   

  	
   

  	
  Title:

  	
  Director of Operations

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  RIVERSOURCE BOND SERIES, INC.-

  RIVERSOURCE FLOATING RATE FUND

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
   

  	
   

  	
  Name:

  	
  Robin C. Stancil

  
	
   

  	
   

  	
  Title:

  	
  Director of Operations

  



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  NOB HILL CLO, LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Seneca Capital Management as Collateral

  
	
   

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bradley Kane

  
	
   

  	
   

  	
  Name:

  	
  Bradley Kane

  
	
   

  	
   

  	
  Title:

  	
  Portfolio Manager

  



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  STANFIELD MODENA CLO, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Stanfield Capital Partners LLC, as its Asset

  
	
   

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Frey

  
	
   

  	
   

  	
  Name:

  	
  David Frey

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  STANFIELD VEYRON CLO, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Stanfield Capital Partners LLC, as its

  
	
   

  	
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Frey

  
	
   

  	
   

  	
  Name:

  	
  David Frey

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  STANFIELD DAYTONA CLO, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Stanfield Capital Partners LLC, as its 

  
	
   

  	
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Frey

  
	
   

  	
   

  	
  Name:

  	
  David Frey

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  STANFIELD AZURE CLO, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Stanfield Capital Partners LLC, as its 

  
	
   

  	
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Frey

  
	
   

  	
   

  	
  Name:

  	
  David Frey

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  RAMPART CLO I LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Stone Tower Debt Advisors LLC, as its

  
	
   

  	
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael W. Delpercio

  
	
   

  	
   

  	
  Name:

  	
  Michael W. Delpercio

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  STONE TOWER CREDIT FUNDING I LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Stone Tower Debt Advisors LLC, as its

  
	
   

  	
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael W. Delpercio

  
	
   

  	
   

  	
  Name:

  	
  Michael W. Delpercio

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  STONE TOWER CLO IV, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Stone Tower Debt Advisors LLC, as its

  
	
   

  	
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael W. Delpercio

  
	
   

  	
   

  	
  Name:

  	
  Michael W. Delpercio

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement


 

















 


	
   

  	
  ENDURANCE CLO I, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  West Gate Horizons Advisors LLC, as

  
	
   

  	
  Portfolio Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J. Campbell

  
	
   

  	
   

  	
  Name:

  	
  Michael J. Campbell

  
	
   

  	
   

  	
  Title:

  	
  Portfolio Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARCHIMEDES FUNDING IV (CAYMAN), LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  West Gate Horizons Advisors LLC, as

  
	
   

  	
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J. Campbell

  
	
   

  	
   

  	
  Name:

  	
  Michael J. Campbell

  
	
   

  	
   

  	
  Title:

  	
  Portfolio Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WG HORIZONS CLO I, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  West Gate Horizons Advisors LLC, as

  
	
   

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J. Campbell

  
	
   

  	
   

  	
  Name:

  	
  Michael J. Campbell

  
	
   

  	
   

  	
  Title:

  	
  Portfolio Manager

  



 


 


Signature Page to Third Amendment To Second
Amended and Restated Credit Agreement