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(d) "Scheduled Conversion Date" means February 1, 2011. (ii) Addition of Terms. The following terms are hereby added to the Appendix I - Definitions attached to the Financing Agreement and each term shall have the meaning given such term as set forth below.- (a), "Extension Fee" has the meaning given such term in Section 3.4(b)(ii) of the Indenture. (b) "Letter of Credit" means the Letter of Credit required to be provided by the Borrower in accordance with Section 5.7 of the Financing Agreement. (c), "Pledge Agreement" means the Pledge and Security Agreement dated as of April , 2011 by the Borrower in favor of the Trustee and the Servicing Agent. 5. No Further Amendments to the Indenture. Except as amended by this First Supplemental Financing Agreement, all provisions of the Financing Agreement, as amended, remain in full force and effect. 6. Approvals. The Sole Holder and the Servicing Agent have consented to the terms and provisions of this First Supplemental Financing Agreement. The written consents of the Sole Holder and the Servicing Agent are set forth on the consent pages to this First Supplemental Financing Agreement. 7. Conditions to Effectiveness. This First Supplemental Financing Agreement shall become effective as of the date first above written when and if (a), counterparts of this First Supplemental Financing Agreement shall have been executed and delivered by the Issuer, the Borrower,, the Trustee,, McNellis,, and Swenson,, with consent pages executed by the Servicing Agent and the Sole Holder, (b), the Issuer and the Trustee shall have received the opinion of Bond Counsel required by Section 13.10 of the Financing Agreement, and (c), the Issuer, the Trustee,, the Servicing Agent, and the Sole Holder shall have received payment of all fees,, costs and expenses incurred by the Issuer, the Trustee, the Servicing Agent, and the Sole Holder (including, without limitation, attorneys' fees incurred by each of them), in connection with the execution and delivery of this First Supplemental Financing Agreement and the transactions contemplated hereby. 8. Full Force and Effect. Except as specifically provided herein, the execution, delivery and effectiveness of this First Supplemental Financing Agreement shall not operate as a waiver of any right, power or remedy of the parties under the Financing Agreement,, nor constitute a waiver of any provision of the Financing Agreement. \# 419972 011367-0283 6