Exhibit 10.1

FIRST AMENDMENT

FIRST AMENDMENT dated as of April 2, 2013 (this “Amendment Agreement”), (a) to the Credit Agreement dated as of August 17, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among NAVISTAR, INC., a Delaware corporation (the “Borrower”), NAVISTAR INTERNATIONAL CORPORATION, a Delaware corporation (“Parent”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent and Collateral Agent (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement), (b) to the Guarantee and Collateral Agreement dated as of August 17, 2012 (as amended, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), among Parent, the Borrower and certain other Subsidiaries of Parent party thereto and JPMCB, as Collateral Agent, and (c) the Collateral Cooperation Agreement dated as of August 17, 2012 (the “Collateral Cooperation Agreement”), by and among Bank of America, N.A., in its capacity as administrative agent for the ABL Secured Parties (as defined therein), and JPMCB, in its capacity as administrative and collateral agent for the Term Secured Parties (as defined therein). J.P. Morgan Securities LLC has been appointed to act as sole lead arranger and sole bookrunner in connection with this Amendment Agreement.

W I T N E S S E T H

WHEREAS, pursuant to the Credit Agreement, the Existing Lenders (as defined below) have made Tranche B Term Loans to the Borrower on the terms and subject to the conditions set forth therein;

WHEREAS, concurrently with the effectiveness of this Amendment Agreement on the First Amendment Effective Date (as defined below), Parent intends to (a) incur unsecured indebtedness in an aggregate principal amount of $300,000,000 (the “Unsecured Financing Transactions”) and (b) use the Net Proceeds thereof to repay (the “Prepayment”) a portion of the outstanding Tranche B Term Loans in accordance with Section 2.10 of the Credit Agreement (the portion of the Tranche B Term Loans that remain outstanding immediately after the Prepayment being referred to herein as the “Existing Term Loans”).

WHEREAS, each lender holding outstanding Tranche B Term Loans immediately prior to the First Amendment Effective Date (the “Existing Lenders”) that executes and delivers a signature page to this Amendment Agreement as a “Continuing Lender” (each, a “Continuing Lender”) at or prior to 3:00 p.m., New York City time, on March 26, 2013 (the “Signing Date”) will have agreed to the terms of this Amendment Agreement upon the effectiveness of this Amendment Agreement on the First Amendment Effective Date. Each Existing Lender that does not execute and deliver a signature page to this Amendment Agreement at or prior to the Signing Date (each, a “Departing Lender”) will be deemed not to have agreed to this Amendment Agreement, and will be subject to the mandatory assignment provisions of Section 2.19 of the Credit Agreement upon the effectiveness of this Amendment Agreement on the First Amendment Effective Date (it being understood that the interests, rights and obligations of the Departing Lenders under the Credit Documents will be assumed by (a) certain Continuing Lenders and (b) each financial institution that is not an Existing Lender and that is a party hereto (each, a “New Lender”), in each case in accordance with Section 2.19 of the Credit Agreement and Section 2 hereof);

---

WHEREAS, effective as of the First Amendment Effective Date, each New Lender will constitute, and each Continuing Lender will continue to constitute, a “Tranche B Term Lender” and a “Lender” for all purposes of the Credit Agreement and the Credit Documents; and

WHEREAS, Parent, the Borrower, the Continuing Lenders, which collectively constitute the Requisite Lenders, and the New Lenders desire to amend the Credit Agreement to, among other things, (a) reduce the Applicable Rate applicable to the Tranche B Term Loans, (b) amend the Tranche B Term Loan Maturity Date to be August 17, 2017 and (c) modify certain other terms and conditions of the Credit Agreement, in each case on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. Unsecured Financing Transactions and Prepayment. Subject to the terms and conditions set forth herein, on the First Amendment Effective Date (a) Parent shall consummate the Unsecured Financing Transactions and contribute the Net Proceeds thereof to the Borrower, (b) the Borrower shall use such Net Proceeds to consummate the Prepayment, (c) the Borrower shall pay the amount required pursuant to Section 2.10(b) of the Credit Agreement (as in effect prior to the First Amendment Effective Date) in respect of the Tranche B Term Loans subject to the Prepayment and (d) the Borrower shall pay to the Existing Lenders all accrued and unpaid interest and fees through but excluding the First Amendment Effective Date. The Requisite Lenders hereby waive any breakage required to be paid pursuant to Section 2.15(c) of the Credit Agreement in connection with the payments set forth in clauses (b) and (d) of this Section 1.

SECTION 2. Concerning the Tranche B Term Lenders and Existing Term Loans. (a) Subject to the terms and conditions set forth herein, on the First Amendment Effective Date and immediately following the Prepayment, (i) each New Lender shall become, and each Continuing Lender shall continue to be, a “Tranche B Term Lender” under the Credit Agreement and (ii) each New Lender shall have, and each Continuing Lender shall continue to have, all the rights and obligations of a “Tranche B Term Lender” and a “Lender” holding a Tranche B Term Loan under the Credit Agreement.

(b) Pursuant to Section 2.19 of the Credit Agreement, on the First Amendment Effective Date and immediately following the Prepayment, each Departing Lender shall be deemed to have assigned and delegated its Existing Term Loans to JPMCB, as assignee, at a purchase price equal to par (the “Purchase Price”). Upon (i) payment to a Departing Lender of (x) the Purchase Price with respect to its Existing Term Loans and (y) accrued and unpaid interest and fees through but excluding the First Amendment Effective Date and (ii) the satisfaction of the conditions set forth in Section 2.19 of the Credit Agreement (but without the requirement of any further action on the part of such Departing Lender, Parent, the Borrower or the Administrative Agent), such Departing Lender shall cease to be a party to the Credit Agreement (and shall not become a party to the Credit Agreement, as amended by this Amendment Agreement).

 

2

---

(c) Subject to the terms and conditions set forth herein, on the First Amendment Effective Date, (i) each Continuing Lender agrees (x) if the aggregate principal amount of such Continuing Lender’s Existing Term Loans exceeds such Continuing Lender’s Tranche B Term Loan Commitment, to assign to JPMCB, for a purchase price equal to par, a portion of its Existing Term Loans having an aggregate principal amount equal to such Continuing Lender’s Existing Term Loans less such Continuing Lender’s Tranche B Term Loan Commitment disclosed to such Continuing Lender by the Administrative Agent prior to the date hereof or (y) if such Continuing Lender’s Tranche B Term Loan Commitment exceeds the aggregate principal amount of such Continuing Lender’s Existing Term Loans, to assume from JPMCB, for a purchase price equal to par, Tranche B Term Loans having an aggregate principal amount equal to such Continuing Lender’s Tranche B Term Loan Commitment disclosed to such Continuing Lender by the Administrative Agent prior to the date hereof less the amount of the Existing Term Loans of such Continuing Lender on such date and (ii) each New Lender, if any, agrees to assume from JPMCB, for a purchase price equal to par, Tranche B Term Loans having an aggregate principal amount equal to the amount disclosed to such New Lender by the Administrative Agent prior to the date hereof.

(d) Each New Lender, if any, by delivering its signature page to this Amendment Agreement and assuming Tranche B Term Loans in accordance with Section 2(c) hereof, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, the Requisite Lenders or any other Lenders, as applicable, on the First Amendment Effective Date.

SECTION 3. Amendment of Credit Agreement. Effective as of the First Amendment Effective Date, the Credit Agreement is hereby amended as follows:

(a) The following definitions are hereby added in the appropriate alphabetical order to Section 1.1 of the Credit Agreement:

“First Amendment” means the First Amendment dated as of April 2, 2013, to this Agreement, the Guarantee and Collateral Agreement and the Collateral Cooperation Agreement.

“First Amendment Effective Date” means April 2, 2013.

“First Amendment Reaffirmation Agreement” means a Reaffirmation dated as of the First Amendment Effective Date among Parent, the Borrower and the Guarantor Subsidiaries, substantially in the form attached to the First Amendment, as the same may be amended, supplemented or otherwise modified from time to time.

(b) The definitions of the terms “ABL Collateral” and “ABL Pledged Accounts” set forth in Section 1.1 of the Credit Agreement are each hereby amended by replacing the words “as in effect on the date hereof” with “as in effect on the First Amendment Effective Date”.

 

3

---

(c) The definition of the term “Adjusted Eurodollar Rate” set forth in Section 1.1 of the Credit Agreement is hereby amended by replacing the text “1.50%” with the text “1.25%”.

(d) The definition of the term “Applicable Rate” set forth in Section 1.1 of the Credit Agreement is hereby amended by replacing the text “4.50%” and “5.50%” with the text “3.50%” and “4.50%”, respectively.

(e) The definition of the term “Collateral Documents” set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Collateral Documents” means the Guarantee and Collateral Agreement, the Mortgages, the Intellectual Property Security Agreements, the Control Agreements, the First Amendment Reaffirmation Agreement, any deed or amendment of deed executed in connection with the First Amendment and all other instruments, documents and agreements delivered by or on behalf of any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to, or perfect in favor of, the Collateral Agent, for the benefit of the Secured Parties, a Lien on any property of such Credit Party as security for the Obligations.

(f) The definition of the term “Indebtedness” set forth in Section 1.1 of the Credit Agreement is hereby amended by amending and restating clause (g) thereof in its entirety as follows:

“(g) all net amounts owing under Hedge Agreements relating to interest rates, foreign currency exchange rates or commodity prices; and”

(g) The definition of the term “Lender” set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Lender” means each financial institution party to the First Amendment as a Lender, and any other Person that shall have become a party hereto in accordance with the terms hereof pursuant to an Assignment Agreement or a Refinancing Facility Agreement, other than any such Person that shall have ceased to be a party hereto pursuant to an Assignment Agreement.

(h) The definition of the term “Tranche B Term Loan Maturity Date” set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Tranche B Term Loan Maturity Date” means August 17, 2017.

(i) Clause (b) of Section 2.10 of the Credit Agreement is amended and restated in its entirety as follows:

“(b) Tranche B Term Loan Call Protection. In the event that all or any portion of the Tranche B Term Borrowings are repaid or prepaid for any reason (excluding any payment of any Installment due and payable pursuant to Section 2.9(a)) or are

 

4

---

subject to any other Repricing Event, in each case, prior to the second anniversary of the First Amendment Effective Date, then each Lender whose Tranche B Term Loans are repaid or prepaid or are subject to such a Repricing Event (or which is required to assign any of its Tranche B Term Loans pursuant to Section 2.19 in connection with such prepayment or such Repricing Event) shall be paid a fee equal to 1.00% of the aggregate principal amount of such repayment or prepayment (or the principal amount subject to such Repricing Event or such assignment).”

(j) Clause (a) of Section 2.11 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(a) Asset Sales. Not later than the third Business Day following the date of receipt by Parent or any Restricted Subsidiary of any Net Proceeds in respect of any Asset Sale by any Credit Party, the Borrower shall prepay the Borrowings in an aggregate amount equal to such Net Proceeds; provided that, except in the case of Net Proceeds in respect of Asset Sales made pursuant to Section 6.4(a)(xiv) in any Fiscal Year that, together with all Net Proceeds in respect of other Asset Sales made pursuant to Section 6.4(a)(xiv) during such Fiscal Year, exceed $100,000,000, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of each of Parent and the Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in assets useful in the business of the Borrower and the other Credit Parties (which assets, in the case of any reinvestment of the Net Proceeds of any Asset Sale of any Collateral, shall constitute Collateral) within 365 days after the receipt of such Net Proceeds (or within 180 days following the end of such 365-day period if a binding agreement so to reinvest such Net Proceeds is entered into within such 365-day period), and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in which case during such period the Borrower shall not be required to make such prepayment to the extent of the amount set forth in such certificate; provided further that any such Net Proceeds that are not so reinvested by the end of such 365-day period (as such period may be extended as set forth above) shall be applied to prepay the Borrowings promptly upon the expiration of such period.”

(k) Clause (g) of Section 4.13 of the Credit Agreement is hereby amended to insert the word “material” before the words “Withdrawal Liability”.

(l) Clause (r) of Section 6.2 of the Credit Agreement is hereby amended by replacing the text “$50,000,000” with the text “$75,000,000”.

 

5

---

(m) (i) Clause (a)(iv) of Section 6.3 of the Credit Agreement is hereby amended by deleting the parenthetical “(other than the Convertible Subordinated Notes)” and (ii) clause (b)(vii) of Section 6.3 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(vii) cash payments (A) made with respect to the hedging arrangements entered into by Parent or any of its Restricted Subsidiaries to increase the effective conversion premium of the Convertible Subordinated Notes, (B) made to net share settle Convertible Subordinated Notes in amount not to exceed the principal amount thereof or (C) made in lieu of the issuance of fractional shares in connection with the conversion of the Convertible Subordinated Notes;”

(n) Clause (c)(i) of Section 6.3 of the Credit Agreement is hereby amended by (i) replacing the word “or” at the end of clause (B) thereof with the text “,” and (ii) inserting the following at the end thereof:

“or (D) to the extent that such repayment, prepayment, redemption, defeasance, repurchase, retirement or other acquisition for value does not constitute a Restricted Payment because it is made within one year of the date of the scheduled final maturity of such Indebtedness, repayment or sinking fund payment of such Indebtedness”

(o) Clause (a)(xiv) of Section 6.4 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(xiv) sales, transfers, leases and other dispositions of assets that are not permitted by any other clause of this Section 6.4(a); provided that (A) all sales, transfers, leases and other dispositions made in reliance on this clause (xiv) shall be made for fair value and at least 75% cash consideration and (B) the Net Proceeds thereof shall be applied as required by Section 2.11.”

(p) Clause (b)(vi) of Section 6.6 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(vi) restrictions imposed under the (A) the ABL Loan Documents as in effect on the First Amendment Effective Date, (B) the Senior Notes Indenture, the Cook County Loan Agreement and the IFA Loan Agreement, in each case as in effect on the Closing Date, and (C) the Credit Documents;”

(q) Clause (b) of Section 6.9 of the Credit Agreement is hereby amended by replacing the words “restrictions and conditions existing on the date hereof (including such restrictions set forth in the ABL Credit Agreement” with the words “restrictions and conditions existing on the date hereof and restrictions and conditions set forth in the ABL Credit Agreement as of the First Amendment Effective Date”.

(r) Clause (a) of Section 6.10 of the Credit Agreement is hereby amended by (i) adding the parenthetical “(as in effect on the First Amendment Effective Date)” after the words “ABL Loan Documents” and (ii) replacing the words “as in effect on the date hereof” with the words “as in effect on the First Amendment Effective Date”.

 

6

---

SECTION 4. Amendment of the Guarantee and Collateral Agreement. Effective as of the First Amendment Effective Date, the Guarantee and Collateral Agreement is hereby amended as follows:

(a) The following definition is hereby added in the appropriate alphabetical order to Section 1.02 of the Guarantee and Collateral Agreement:

“Used Truck Inventory” has the meaning assigned to the term “Used Truck Inventory” as defined in the ABL Security Agreement, as in effect on the First Amendment Effective Date.

(b) The definition of the term “ABL Collateral” set forth in Section 1.02 of the Guarantee and Collateral Agreement is hereby amended and restated in its entirety as follows:

“ABL Collateral” has the meaning assigned to the term “Collateral” as defined in, and as supplemented by the designation of additional “Designated Parts Locations” for such “Collateral” and additional “Pledged Accounts” in accordance with the terms of, the ABL Security Agreement, as in effect after giving effect to that certain Amendment No. 1 to the Credit Agreement and Security Agreement dated as of April 2, 2013 among the Borrower, the lenders party thereto and the ABL Representative (the “ABL Credit Agreement Amendment”), but (a) excluding therefrom any assets that, under the terms of the ABL Security Agreement as in effect on the date hereof or as amended from time to time, are expressly stated to be excluded from, or no longer included in, the definition of such term, but only upon such assets ceasing to constitute “Collateral” as so defined, and (b) disregarding in the definition thereof any reference to any Proceeds (other than insurance proceeds and products thereof and, solely to the extent such Proceeds are in the form of assets of the Borrower set forth in clauses (a)(i) through (a)(vi) of Article II of the ABL Security Agreement, as in effect after giving effect to the ABL Credit Agreement Amendment, other Proceeds thereof).

(c) The definition of the term “ABL Pledged Accounts” set forth in Section 1.02 of the Guarantee and Collateral Agreement is hereby amended by replacing the words “as in effect on the date hereof” with “as in effect on the First Amendment Effective Date”.

(d) The definition of the term “ABL Security Agreement” set forth in Section 1.02 of the Guarantee and Collateral Agreement is hereby amended and restated in its entirety as follows:

“ABL Security Agreement” means the Amended and Restated Security Agreement dated as of the date hereof, as amended by the Amendment No. 1 to the Credit Agreement and the Security Agreement dated as of the First Amendment Effective Date, between the Borrower, the ABL Representative and the lenders party thereto.

 

7

---

(e) Clause (a) of Section 7.16 of the Guarantee and Collateral Agreement is amended and restated in its entirety as follows:

“(a) ABL Pledged Accounts. The Borrower represents and covenants that (i) other than as may result from inadvertent mistakes, no ABL Pledged Account will, at any time, contain on deposit therein or credited thereto any funds or financial assets (including Investment Property, cash and Cash Equivalents) other than (A) insurance proceeds constituting ABL Collateral, (B) any cash or Cash Equivalents constituting Proceeds of any sale or other disposition of any Parts Inventory or any Used Truck Inventory and (C) Proceeds of the assets of the Borrower referred to in clauses (a)(ii) and (a)(iii) of Article II of the ABL Security Agreement, as in effect on the First Amendment Effective Date, and (ii) neither the Borrower nor any other Person authorized by the Borrower (other than the ABL Representative or the applicable depositary bank) shall make any withdrawal or transfer from (or give any entitlement order resulting in any such withdrawal or transfer) any ABL Pledged Account except if funds or financial assets so withdrawn or transferred are applied to satisfy obligations under the ABL Credit Agreement or are deposited in or credited to a Deposit Account or Securities Account that is subject to a perfected security interest of the Collateral Agent pursuant to the Credit Documents (it being understood that, after such deposit or credit, the Borrower or any other Person authorized by the Borrower may make withdrawals or transfers of such funds or financial assets in accordance with the terms of the Credit Documents). The Borrower shall not designate any Deposit Account or Securities Account as a “Pledged Account” under the ABL Security Agreement unless the Borrower shall have provided prior or contemporaneous written notice of such designation to the Collateral Agent, accompanied by a certificate of an Authorized Officer of the Borrower certifying that such Deposit Account or Securities Account, as the case may be, complies and will continue to comply with the requirements of this paragraph.”

SECTION 5. Amendment of the Collateral Cooperation Agreement. Effective as of the First Amendment Effective Date, the Collateral Cooperation Agreement is hereby amended as follows:

(a) The definition of the term “ABL Collateral” set forth in Section 1.2 of the Collateral Cooperation Agreement is hereby amended and restated in its entirety as follows:

“ABL Collateral” has the meaning assigned to the term “Collateral” as defined in, and as supplemented by the designation of additional “Designated Parts Locations” for such “Collateral” and additional “Pledged Accounts” in accordance with the terms of, the ABL Security Agreement, as in effect after giving effect to that certain Amendment No. 1 to the Credit Agreement and Security Agreement dated as of April 2, 2013 among the Borrower, the Lenders party thereto and the ABL Representative (the “ABL Credit Agreement Amendment”), but (a) excluding therefrom any assets that, under the terms of the ABL Security Agreement as in effect on the date hereof or as amended from time to time, are expressly stated to be excluded from, or no longer included in, the definition of such term, but only upon such assets ceasing to constitute “Collateral” as so defined, and (b) disregarding in the definition thereof any reference to any Proceeds (other than insurance proceeds and products thereof and, solely to the extent such Proceeds are in the form of assets of the Borrower set forth in clauses (a)(i) through (a)(vi) of Article II of the ABL Security Agreement, as in effect after giving effect to the ABL Credit Agreement Amendment, other Proceeds thereof).

 

8

---

SECTION 6. Conditions to Effectiveness of Amendment Agreement. This Amendment Agreement shall become effective as of the first date on which the following occur or have been waived (the “First Amendment Effective Date”):

(a) The Administrative Agent shall have received a counterpart of (i) this Amendment Agreement, executed and delivered by a duly authorized officer of Parent, the Borrower, the Requisite Lenders, each New Lender and the Administrative Agent and (ii) the Reaffirmation attached to this Amendment Agreement, executed and delivered by a duly authorized officer of each Credit Party.

(b) The Administrative Agent shall have received, in respect of each of Parent and the Borrower, (i) a certificate of such Credit Party executed by the secretary or assistant secretary of such Credit Party attaching (A) a copy of each Organizational Document of such Credit Party, which shall, to the extent applicable, be certified as of the First Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority, provided that, in lieu of the delivery requirement in this clause (A), if there has been no change to, and no action has been taken to amend, the Organizational Documents of such Credit Party, the Administrative Agent shall accept a certification from an Authorized Officer of such Credit Party as to such fact, (B) signature and incumbency certificates of the officers of such Credit Party, (C) resolutions of the board of directors or similar governing body of such Credit Party approving and authorizing the execution, delivery and performance of this Amendment Agreement and the Reaffirmation to which it is a party, certified as of the Closing Date by such secretary or assistant secretary as being in full force and effect without modification or amendment, and (D) a good standing certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of organization, dated the First Amendment Effective Date or a recent date prior thereto, and (ii) such other documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each of Parent and the Borrower and the authorization of the transactions contemplated hereby and the Reaffirmation, all in form and substance reasonably satisfactory to the Administrative Agent.

(c) The Unsecured Financing Transactions shall have been consummated, the Net Proceeds of which shall be used to effect the Prepayment.

(d) The Borrower shall have paid to J.P. Morgan Securities LLC (the “Arranger”), for the account of the applicable Existing Lenders, (i) the amounts set forth in clauses (c) and (d) of Section 1 of this Amendment Agreement and (ii) the amount required pursuant to Section 2.10(b) of the Credit Agreement (as in effect prior to the First Amendment Effective Date) in respect of the Tranche B Term Loans that are not being repaid as part of the Prepayment. In addition, the Borrower shall have paid to the Administrative Agent and the Arranger all expenses (including legal expenses) and other amounts due and payable on or prior to the First Amendment Effective Date pursuant to this Amendment Agreement, the Arrangement Letter dated as of March 19, 2013, among Parent, the Borrower, the Arranger and JPMCB, and the Credit Documents.

 

9

---

(e) At the time of and immediately after giving effect to this Amendment Agreement, no Default or Event of Default shall have occurred and be continuing or would result therefrom.

(f) The representations and warranties made or deemed to be made in this Amendment Agreement shall be true and correct (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as of the First Amendment Effective Date, except in the case of any such representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be so true and correct, or true and correct in all material respects, as applicable, on and as of such earlier date.

(g) The Collateral Agent shall have received all certificates, acknowledgements and other documents described in clauses (f)(iii) and (f)(iv) of the definition of the term “Collateral and Guarantee Requirement” set forth in Section 1.1 of the Credit Agreement.

The Administrative Agent shall notify Parent, the Borrower, the Existing Lenders and the New Lenders of the First Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Amendment Agreement shall not become effective, and the obligations of the applicable Continuing Lenders and the New Lenders to assume Tranche B Term Loans as provided for herein will automatically terminate, if each of the conditions set forth or referred to in this Section 6 has not been satisfied at or prior to 5:00 p.m., New York City time, on April 9, 2013 (it being understood that any such failure of this Amendment Agreement to become effective will not affect any rights or obligations of any Person under the Credit Agreement).

SECTION 7. Representations and Warranties. Each of Parent and the Borrower hereby represents and warrants to each Agent and each Lender on the First Amendment Effective Date that:

(a) This Amendment Agreement has been duly authorized, executed and delivered by each of Parent and the Borrower and constitutes a legal, valid and binding obligation of each of Parent and the Borrower, enforceable against the Parent and the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) The representations and warranties of each Credit Party set forth in the Credit Documents are true and correct (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as of the First Amendment Effective Date, except in the case of any such representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be so true and correct, or true and correct in all material respects, as applicable, on and as of such earlier date.

 

10

---

(c) No Default or Event of Default has occurred and is continuing or would result from this Amendment Agreement.

SECTION 8. Post-First Amendment Effective Date Matters Within 60 days after the First Amendment Effective Date (or such later date as the Collateral Agent in its sole discretion may permit) with respect to any Mortgage encumbering any Material Real Estate Asset set forth on Schedule I hereto and otherwise at the reasonable request of the Collateral Agent, the Collateral Agent shall have received (a) an amendment thereof (each, a “Mortgage Amendment”), setting forth such changes as are reasonably necessary to reflect that the lien securing the Obligations encumbers such Material Real Estate Asset and to further grant, preserve, protect and perfect the validity and priority of the security interest thereby created and perfected, (ii) an opinion by local counsel to Parent and the Borrower, as may be reasonably requested by the Collateral Agent, regarding the enforceability of such Mortgage Amendment and (iii) a date-down endorsement to each policy of title insurance insuring the interest of the mortgagee with respect to such Mortgage, each of the foregoing being in all respects reasonably acceptable to the Collateral Agent.

SECTION 9. Effects on Credit Documents; No Novation. (a) Except as expressly set forth herein, this Amendment Agreement shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Credit Document, all of which shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(b) The execution, delivery and effectiveness of this Amendment Agreement shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Credit Documents, nor constitute a waiver of any provision of the Credit Documents or in any way limit, impair or otherwise affect the rights and remedies of the Agents or the Lenders under the Credit Documents. Nothing herein shall be deemed to entitle Parent, the Borrower or any other Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document in similar or different circumstances.

(c) On and after the First Amendment Effective Date, each reference in the Credit Agreement or the Guarantee and Collateral Agreement, as applicable, to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement or the Guarantee and Collateral Agreement, as applicable, “thereunder”, “thereof”, “therein” or words of like import in any other Credit Document, shall be deemed a reference to the Credit Agreement or the Guarantee and Collateral Agreement as amended hereby. Parent, the Borrower and the other parties hereto acknowledge and agree that this Amendment Agreement shall constitute a Credit Document.

(d) This Amendment Agreement shall not extinguish the obligations for the payment of money outstanding under the Credit Agreement or discharge or release the priority of any Collateral Document. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Credit Agreement or the Collateral Documents, which shall remain in full force and effect, except as modified hereby. Nothing

 

11

---

expressed or implied in this Amendment Agreement or any other document contemplated hereby shall be construed as a release or other discharge of any Credit Party under any Credit Document from any of its obligations and liabilities thereunder.

SECTION 10. APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

SECTION 11. Counterparts. This Amendment Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment Agreement by facsimile or in electronic format (i.e., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment Agreement.

SECTION 12. Notices. All notices, requests and demands to or upon the respective parties hereto shall be given in the manner, and become effective, as set forth in Section 9.1 of the Credit Agreement.

[Remainder of page intentionally left blank.]

 

12

---

IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year firs above written.

 

[Signature Page to First Amendment]

---

[Signature Page to First Amendment]

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

Name of Lender: ARES VIR CLO LTD.

ARES VIR CLO LTD.

BY: ARES CLO MANAGEMENT VIR, L.P., ITS INVESTMENT MANAGER

BY: ARES CLO GP VIR, LLC, ITS GENERAL PARTNER

 

By:		/s/ John Eanes
Name:		John Eanes
Title:		Vice President

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

Name of Lender: ARES XXV CLO LTD.

ARES XXV CLO LTD.

BY: ARES CLO MANAGEMENT XXV, L.P., its Asset Manager

BY: ARES CLO GP XXV, LLC, it General Partner

 

By:		/s/ John Eanes
Name:		John Eanes
Title:		Vice President

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

Name of Lender: SUPERANNUATION FUNDS MANAGEMENT CORPORATION OF SOUTHERN AUSTRALIA

SUPERANNUATION FUNDS MANAGEMENT CORPORATION OF SOUTHERN AUSTRALIA

BY: ARES HIGH YIELD STRATEGIES FUND IV MANAGEMENT, L.P., ITS INVESTMENT MANAGER

BY: ARES HIGH YIELD STRATEGIES FUND IV GP, LLC, ITS GENERAL PARTNER

 

By:		/s/ John Eanes
Name:		John Eanes
Title:		Vice President

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

Name of Lender: RUSSELL INSTITUTIONAL FUNDS, LLC

RUSSELL INSTITUTIONAL FUNDS, LLC

BY: ARES MANAGEMENT LLC, in its capacity as Money Manager for the Russell High Yield Bond Fund

 

By:		/s/ John Eanes
Name:		John Eanes
Title:		Vice President

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

Name of Lender: ARES INSTITUTIONAL LOAN FUND B.V.

ARES INSTITUTIONAL LOAN FUND B.V.

BY: ARES MANAGEMENT LIMITED, AS MANAGER

 

By:		/s/ John Eanes
Name:		John Eanes
Title:		Vice President

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

Name of Lender: SEI GLOBAL MASTER FUND PLC - THE SEI HIGH YIELD FIXED INCOME FUND

SEI GLOBAL MASTER FUND PLC - THE SEI HIGH YIELD FIXED INCOME FUND

BY: ARES MANAGEMENT LLC, AS PORTFOLIO MANAGER

 

By:		/s/ John Eanes
Name:		John Eanes
Title:		Vice President

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

Name of Lender: SEI INSTITUTIONAL INVESTMENTS TRUST - OPPORTUNISTIC INCOME FUND

SEI INSTITUTIONAL INVESTMENTS TRUST - OPPORTUNISTIC INCOME FUND

BY: ARES MANAGEMENT LLC, AS PORTFOLIO MANAGER

 

By:		/s/ John Eanes
Name:		John Eanes
Title:		Vice President

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

Name of Lender: SEI INSTITUTIONAL INVESTMENTS TRUST - HIGH YIELD BOND FUND

SEI INSTITUTIONAL INVESTMENTS TRUST - HIGH YIELD BOND FUND

BY: ARES MANAGEMENT LLC, AS SUB-ADVISER

 

By:		/s/ John Eanes
Name:		John Eanes
Title:		Vice President

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

Name of Lender: SEI INSTITUTIONAL MANAGED TRUST - HIGH YIELD BOND FUND

SEI INSTITUTIONAL MANAGED TRUST - HIGH YIELD BOND FUND

BY: ARES MANAGEMENT LLC, AS SUB-ADVISER

 

By:		/s/ John Eanes
Name:		John Eanes
Title:		Vice President

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

Name of Lender: SEI INSTITUTIONAL INVESTMENTS TRUST ENHANCED INCOME FUND

SEI INSTITUTIONAL INVESTMENTS TRUST ENHANCED INCOME FUND

BY: ARES MANAGEMENT LLC, AS SUB-ADVISER

 

By:		/s/ John Eanes
Name:		John Eanes
Title:		Vice President

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

The foregoing is executed on behalf of Babson Capital Global Short Duration High Yield Fund, organized under an Agreement and Declaration of Trust dated May 19, 2011, as amended from time to time. The obligations of such Trust are not personally binding upon, nor shall resort be had to the property of, any of the Trustees, shareholders, officers, employees or agents of such Trust, but only the Trust’s property and assets shall be bound.

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

---

				SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

---

				SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

---

				SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

 

 

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

 

 

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

 

 

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

 

---

		SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

Metropolitan West Asset Management, LLC

As Asset Manager

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

Metropolitan West Asset Management, LLC

As Investment Manager

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

Metropolitan West Asset Management, LLC

As Investment Manager

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

TCW Asset Management Company

As Asset Manager

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

TCW Asset Management Company

As Asset Manager

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

TCW Investment Management Company

As Investment Manager

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

Metropolitan West Asset Management, LLC

As Investment Manager

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

 

 

 

 

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

PUTNAM DIVERSIFIED INCOME TRUST (CAYMAN) MASTER FUND By The Putnam Advisory Company, LLC
By		/s/ Angela Patel
Name:		Angela Patel
Title:		Vice President

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AMENDMENT

 

---

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AMENDMENT

 

---

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AMENDMENT

 

---

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AMENDMENT

 

---

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AMENDMENT

 

---

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AMENDMENT

 

---

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AMENDMENT

 

---

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AMENDMENT

 

---

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AMENDMENT

 

---

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AMENDMENT

 

---

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AMENDMENT

 

---

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AMENDMENT

 

---

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AMENDMENT

 

---

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AMENDMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AMENDMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AMENDMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AMENDMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

SIGNATURE PAGE TO

FIRST AMENDMENT

TO CREDIT AGREEMENT

 

---

REAFFIRMATION

April 2, 2013

Each of the undersigned Credit Parties hereby consents to the Amendment Agreement and the transactions contemplated thereby. Each of the undersigned Credit Parties further (a) affirms and confirms its respective guarantees, pledges, grants of security interests and other obligations under the Credit Agreement (as amended by the Amendment Agreement) and each of the other Credit Documents to which it is a party, in respect of, and to secure, the Obligations and (b) agrees that, notwithstanding the effectiveness of the Amendment Agreement and the transactions contemplated thereby, the Credit Documents to which it is a party, and such guarantees, pledges, grants of security interests and other obligations thereunder, shall continue to be in full force and effect in accordance with the terms thereof.

 

---

---

REAFFIRMATION

April 2, 2013

Each of the undersigned Credit Parties hereby consents to the Amendment Agreement and the transactions contemplated thereby. Each of the undersigned Credit Parties further (a) affirms and confirms its respective guarantees, pledges, grants of security interests and other obligations under the Credit Agreement (as amended by the Amendment Agreement) and each of the other Credit Documents to which it is a party, in respect of, and to secure, the Obligations and (b) agrees that, notwithstanding the effectiveness of the Amendment Agreement and the transactions contemplated thereby, the Credit Documents to which it is a party, and such guarantees, pledges, grants of security interests and other obligations thereunder, shall continue to be in full force and effect in accordance with the terms thereof.

 

Schedule I

Mortgage Amendments

 

Credit Party/Name of Owner		Name/Address/City/State/Zip Code
Navistar, Inc.		2050 N. Mannheim Rd Melrose Park, IL 60160
		2701 & 2601 Navistar Dr. Lisle, IL 60532