EX-10.2



 Exhibit 10.2 

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 

This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN, SECURITY AND GUARANTEE AGREEMENT (this “Amendment”) is entered
into as of June 11, 2015, among MCJUNKIN RED MAN CORPORATION, a Delaware corporation (“MRMC”), GREENBRIER PETROLEUM CORPORATION, a West Virginia corporation (“Greenbrier”), MCJUNKIN RED MAN DEVELOPMENT
CORPORATION, a Delaware corporation (“McJunkin Development”), MIDWAY – TRISTATE CORPORATION, a New York corporation (“Midway”), MILTON OIL & GAS COMPANY, a West Virginia corporation
(“Milton”), MRC MANAGEMENT COMPANY, a Delaware corporation (“Management”), RUFFNER REALTY COMPANY, a West Virginia corporation (“Ruffner”), and THE SOUTH TEXAS SUPPLY COMPANY, INC., a Texas
corporation (“South Texas” and together with MRMC, Greenbrier, McJunkin Development, Midway, Milton, Management and Ruffner, the “U.S. Borrowers”), MRC GLOBAL AUSTRALIA PTY LTD (f/k/a MRC Transmark Pty Ltd), a
company incorporated under the laws of Australia with ACN 080 156 378 (the “Australian Borrower”), MRC TRANSMARK NV, a limited liability company organized under the laws of Belgium with company number 0415.104.174 RLE Antwerp (the
“Belgian Borrower”), MRC GLOBAL ULC, an unlimited liability corporation organized under the laws of Alberta, Canada and formerly known as MRC Canada ULC (the “Canadian Borrower”), MRC TRANSMARK B.V., a limited
company organized under the laws of the Netherlands and registered with the Dutch trade register under number 39054351 (the “Dutch Borrower”), MRC GLOBAL NORWAY AS, a limited liability company incorporated under the laws of Norway
(“MRC Global Norway”), MRC SOLBERG & ANDERSEN AS, a limited liability company incorporated under the laws of Norway (“Solberg”), MRC ENERGY PIPING AS, a limited liability company incorporated under the laws
of Norway (“Energy Piping”), MRC TEAMTRADE AS, a limited liability company incorporated under the laws of Norway (“Teamtrade” and together with MRC Global Norway, Solberg and Energy Piping, the “Norwegian
Borrowers”), MRC FLANGEFITT LIMITED, a company incorporated in England and Wales with company number 01922173 (“Flangefitt”), MRC TRANSMARK LIMITED, a company incorporated in England and Wales with company number 03471259
(“Transmark UK”), and MRC TRANSMARK (DRAGON) LIMITED, a company incorporated in England and Wales with company number 03797606 (“Dragon UK” and together with Flangefitt and Transmark UK, the “UK
Borrowers”; and collectively with the Australian Borrower, the Belgian Borrower, the Canadian Borrower, the Dutch Borrower, the Norwegian Borrowers and the U.S. Borrowers, the “Borrowers” and each, a
“Borrower”), MRC GLOBAL INC., a Delaware corporation, as a Guarantor, the financial institutions party hereto as Lenders, and BANK OF AMERICA, N.A., a national banking association, in its capacity as administrative agent, security
trustee and collateral agent for itself and the other Secured Parties (“Agent”). 
 RECITALS: 

A. Borrowers, Guarantors, Agent and the financial institutions named therein as lenders (the “Lenders”) are parties to that
certain Second Amended and Restated Loan, Security and Guarantee Agreement dated as of July 18, 2014 (as amended to date, the “Loan 







 
Agreement”), pursuant to which the Lenders agreed to make Revolver Loans and provide certain other credit accommodations to the Borrowers. Unless otherwise defined herein, all terms
used herein with their initial letter capitalized shall have the meaning given such terms in the Loan Agreement. 
 B. Borrowers have
requested that Agent and Required Lenders (i) agree to certain amendments to the Loan Agreement in order to permit cash dividends on MRC Global’s preferred stock and (ii) make certain other changes to the Loan Agreement as set forth
herein. 
 C. Required Lenders have agreed to such amendments subject to the terms and conditions set forth herein. 

NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Borrowers, Guarantors, Agent and Required Lenders party hereto hereby agree as follows: 

Section 1. Amendments. In reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Loan Agreement
shall be amended effective as of the Second Amendment Effective Date in the manner provided in this Section 1. 
 1.1
Amendments to Section 1.1. Section 1.1 of the Loan Agreement shall be amended to restate the definitions set forth below in their entirety to read as follows: 

Belgian Dominion Account: each special account established by the Belgian Domiciled Loan Parties at Bank of America over
which Agent or European Security Trustee has springing or exclusive control for withdrawal purposes. 
 Consolidated Fixed
Charges: for any period, the sum, without duplication, of (a) Consolidated Interest Expense, (b) scheduled payments of principal on Consolidated Total Debt, (c) the aggregate of all unfinanced capital expenditures of MRC Global
and its Restricted Subsidiaries during such period determined on a consolidated basis, (d) the portion of taxes attributable to MRC Global and its Restricted Subsidiaries based on income actually paid in cash and provisions for cash income
taxes, and (e) cash dividends paid by MRC Global in respect of the Preferred Stock. 
 Dutch Dominion Account:
each special account established by the Dutch Domiciled Loan Parties at Bank of America over which Agent or European Security Trustee has springing or exclusive control for withdrawal purposes. 

1.2 Further Amendment to Section 1.1. Section 1.1 of the Loan Agreement shall be amended to add the following definition in
appropriate alphabetical order: 
 Preferred Stock: 363,000 shares of 6.5% Series A Convertible Perpetual Preferred
Stock sold pursuant to that certain Purchase Agreement dated as of May 19, 2015, between MRC Global and Mario Investments LLC. 

  
 2 








 1.3 Amendments to Section 10.2.6. Section 10.2.6 of the Loan Agreement shall be
amended to (i) delete the period at the end of clause (d) thereof and replace such period with “; and”, and (ii) add the following new clause (e) at the end of such section: 

(e) MRC Global may declare and pay regularly scheduled or accumulated cash dividends to the holders of the Preferred Stock on a
quarterly basis at a rate equal to 6.50% per annum. 
 Section 2. Conditions Precedent. Each of the amendments contained in
Section 1 hereof are subject to the satisfaction of each of the following conditions precedent (the date on which all such conditions are satisfied, the “Second Amendment Effective Date”): 

2.1 Second Amendment. Agent shall have received counterparts of this Amendment executed on behalf of Agent, each Loan Party and the
Required Lenders. 
 2.2 Representations and Warranties. The representations and warranties of each Loan Party contained in the Loan
Agreement (as amended hereby), this Amendment and the other Loan Documents shall be true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality in which case it shall be true and
correct in all respects) on and as of the date hereof (except for representations and warranties that expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such
earlier date). 
 2.3 No Defaults. No Default or Event of Default shall have occurred and be continuing. 

Section 3. Representations and Warranties. To induce Agent and Required Lenders to enter into this Amendment, each Loan Party hereby represents
and warrants to Agent and the Lenders as follows: 
 3.1 Loan Document Representations and Warranties. Each representation and
warranty of such Loan Party contained in the Loan Agreement and the other Loan Documents is true and correct in all material respects (except to the extent that any such representation and warranty is qualified by materiality in which case it shall
be true and correct in all respects) on the date hereof (except for representations and warranties that expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of
such earlier date). 
 3.2 Power and Authority. Each Loan Party has the corporate or other organizational power and authority to
execute, deliver and carry out the terms and provisions of this Amendment and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Amendment. 

3.3 Enforceable Obligations. Each Loan Party has duly executed and delivered this Amendment and this Amendment constitutes the legal,
valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general
principles of equity. 

  
 3 








 3.4 No Violation. Neither the execution, delivery or performance by any Loan Party of this
Amendment nor compliance with the terms and provisions thereof nor the consummation of the transactions contemplated hereby will (a) contravene any material provision of any Applicable Law applicable to such Loan Party, (b) result in any
breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of such Loan Party or
any of the Restricted Subsidiaries (other than Liens created under the Loan Documents) pursuant to, the terms of any material indenture, loan agreement, lease agreement, mortgage, deed of trust, agreement or other material instrument to which such
Loan Party or any of the Restricted Subsidiaries is a party or by which it or any of its property or assets is bound or (c) violate any provision of the Organic Documents of such Loan Party or any of the Restricted Subsidiaries. 

3.5 Governmental Approvals. The execution, delivery and performance of this Agreement does not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority, except for (a) such as have been obtained or made and are in full force and effect and (b) such licenses, approvals, authorizations or consents the failure to
obtain or make could not reasonably be expected to have a Material Adverse Effect. 
 Section 4. Miscellaneous. 

4.1 Reaffirmation of Loan Documents. All of the terms and provisions of the Loan Agreement and the other Loan Documents shall, except
as amended and modified hereby, remain in full force and effect and are hereby ratified and affirmed by the Loan Parties. The amendments contemplated hereby shall not limit or impair any Liens securing the Secured Obligations, which Liens are hereby
ratified and affirmed by the Loan Parties. This Amendment is a Loan Document. 
 4.2 Reaffirmation of Guaranty. Each Guarantor hereby
ratifies and affirms its guaranty obligations under Section 5.10 of the Loan Agreement and agrees that such Guarantor continues to unconditionally and irrevocably guarantee the prompt payment and performance of the Secured Obligations
thereunder (which guarantee is limited, in the case of the Foreign Domiciled Loan Parties, to a guarantee of the Foreign Facility Secured Obligations). 

4.3 Parties in Interest. All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns. 
 4.4 Legal Expenses. Solely to the extent required under Section 3.4 of the Loan
Agreement, Borrowers hereby agree to pay on demand all reasonable fees and expenses of counsel to Agent incurred by Agent in connection with the preparation, negotiation and execution of this Amendment and all related documents. 

4.5 Counterparts; Execution. This Amendment may be executed in counterparts, and all parties need not execute the same counterpart;
however, no party shall be bound by this Amendment until all Loan Parties, Required Lenders and Agent have executed a counterpart. Facsimiles or other electronic transmissions (e.g., .pdf) shall be effective as originals. 

  
 4 








 4.6 Entire Agreement. THIS AMENDMENT, THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES. 

4.7 Headings. The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience only and
shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof. 
 4.8 Governing Law.
This Amendment shall be governed by the laws of the State of New York, without giving effect to any conflict of law principles (but giving effect to Section 5-1401 of the New York General Obligation Law and federal laws relating to national
banks). 
 [Remainder of page intentionally left blank. Signature page follows.] 

  
 5 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers effective as of the date and year first above written. 
  

			
	MCJUNKIN RED MAN CORPORATION, as a U.S. Borrower and Guarantor
		
	By:		 /s/ Elton R. Bond

	Name:		 Elton R. Bond

	Title:		 Senior Vice President and Chief Accounting Officer

	
	GREENBRIER PETROLEUM CORPORATION as a U.S. Borrower and Guarantor
		
	By:		 /s/ Elton R. Bond

	Name:		 Elton R. Bond

	Title:		 Senior Vice President and Chief Accounting Officer

	
	 MCJUNKIN RED MAN DEVELOPMENT CORPORATION,

as a U.S. Borrower and Guarantor

		
	By:		 /s/ Elton R. Bond

	Name:		 Elton R. Bond

	Title:		 Senior Vice President and Chief Accounting Officer

	
	MIDWAY – TRISTATE CORPORATION, as a U.S. Borrower and Guarantor
		
	By:		 /s/ Elton R. Bond

	Name:		 Elton R. Bond

	Title:		 Senior Vice President and Chief Accounting Officer




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	MILTON OIL & GAS COMPANY, as a U.S. Borrower and Guarantor
		
	By:		 /s/ Elton R. Bond

	Name:		 Elton R. Bond

	Title:		 Senior Vice President and Chief Accounting Officer

	
	MRC MANAGEMENT COMPANY, as a U.S. Borrower and Guarantor
		
	By:		 /s/ Elton R. Bond

	Name:		 Elton R. Bond

	Title:		 Senior Vice President and Chief Accounting Officer

	
	RUFFNER REALTY COMPANY, as a U.S. Borrower and Guarantor
		
	By:		 /s/ Elton R. Bond

	Name:		 Elton R. Bond

	Title:		 Senior Vice President and Chief Accounting Officer

	
	THE SOUTH TEXAS SUPPLY COMPANY, INC. as a U.S. Borrower and Guarantor
		
	By:		 /s/ Elton R. Bond

	Name:		 Elton R. Bond

	Title:		 Senior Vice President and Chief Accounting Officer

	
	MRC GLOBAL INC. as a Guarantor
		
	By:		 /s/ Elton R. Bond

	Name:		 Elton R. Bond

	Title:		 Senior Vice President and Chief Accounting Officer




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 









					
					MRC GLOBAL AUSTRALIA PTY LTD, as Australian Borrower
			
	Signed for and on behalf of MRC Global Australia Pty Ltd ACN 080 156 378 by Adnan Velic, as a director, in the presence of:				 /s/ Adnan Velic

	  
 /s/ Blaise J. Benoit
				Adnan Velic
	Signature of witness				
			
	 BLAISE J. BENOIT
				
	Name of witness (BLOCK LETTERS)				
			
	 53 Holland Road, Singapore, 258859
				
	Address of witness				


  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	MRC TRANSMARK NV, as Belgian Borrower
		
	By:		 /s/ Adam Davidson

	Name:		 Adam Davidson

	Title:		 Director

	
	MRC GLOBAL ULC, as Canadian Borrower
		
	By:		 /s/ Elton R. Bond

	Name:		 Elton R. Bond

	Title:		 Senior Vice President and Chief Accounting Officer

	
	MRC TRANSMARK B.V., as Dutch Borrower
		
	By:		 /s/ Adam Davidson

	Name:		 Adam Davidson

	Title:		 Board Member




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	MRC GLOBAL NORWAY AS, as a Norwegian Borrower
		
	By:		 /s/ Trine S. Romuld

	Name:		 Trine S. Romuld

	Title:		 Executive Finance Director Europe

	
	MRC SOLBERG & ANDERSEN AS, as a Norwegian Borrower
		
	By:		 /s/ Trine S. Romuld

	Name:		 Trine S. Romuld

	Title:		 Director

	
	MRC ENERGY PIPING AS, as a Norwegian Borrower
		
	By:		 /s/ Trine S. Romuld

	Name:		 Trine S. Romuld

	Title:		 Director

	
	MRC TEAMTRADE AS, as a Norwegian Borrower
		
	By:		 /s/ Trine S. Romuld

	Name:		 Trine S. Romuld

	Title:		 Director




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	MRC FLANGEFITT LIMITED, as a UK Borrower
		
	By:		 /s/ Trine S. Romuld

	Name:		 Trine S. Romuld

	Title:		 Executive Finance Director Europe

	
	MRC TRANSMARK LIMITED, as a UK Borrower
		
	By:		 /s/ Trine S. Romuld

	Name:		 Trine S. Romuld

	Title:		 Director

	
	MRC TRANSMARK (DRAGON) LIMITED, as a UK Borrower
		
	By:		 /s/ Trine S. Romuld

	Name:		 Trine S. Romuld

	Title:		 Director




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	AGENT AND LENDERS:
	
	BANK OF AMERICA, N.A., as Agent and a U.S. Lender
		
	By:		 /s/ Mark Porter

	Name:		 Mark Porter

	Title:		 Senior Vice President




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	BANK OF AMERICA, N.A. (acting through its Canada Branch), as a Canadian Lender
		
	By:		 /s/ Sylwia Durkiewicz

	Name:		 Sylwia Durkiewicz

	Title:		 Vice President




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	BANK OF AMERICA, N.A. (acting through its London Branch), as European Security Trustee and as a Belgian Lender, a Dutch Lender, a Norwegian Lender and a UK Lender
		
	By:		/s/ Mark Porter
	Name:		  

Mark Porter

	Title:		 Senior Vice President




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	BANK OF AMERICA, N.A. (acting through its Australia Branch), as AUS-NZ Security Trustee and as an Australian Lender
		
	By:		 /s/ Mark Porter

	Name:		 Mark Porter

	Title:		 Senior Vice President




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a U.S. Lender
		
	By:		 /s/ Michael P. Henry

	Name:		 Michael P. Henry

	Title:		 Duly Authorized Signatory




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as a Canadian Lender
		
	By:		 /s/ David G. Phillips

	Name:		 David G. Phillips

	Title:		 Senior Vice President




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, LONDON BRANCH, as an Australian Lender, a Dutch Lender, a Norwegian Lender and a UK Lender
		
	By:		 /s/ N.B. Hogg

	Name:		 N.B. Hogg

	Title:		 Authorized Signatory




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	BARCLAYS BANK PLC, as a U.S. Lender, a Canadian Lender, an Australian Lender, a Norwegian Lender and a UK Lender
		
	By:		 /s/ Marguerite Sutton

	Name:		 Marguerite Sutton

	Title:		 Vice President




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	GOLDMAN SACHS LENDING PARTNERS LLC, as a U.S. Lender
		
	By:		 /s/ Michelle Latzoni

	Name:		 Michelle Latzoni

	Title:		 Authorized Signatory




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	U.S. BANK NATIONAL ASSOCIATION, as a Co-Documentation Agent, Managing Agent, a U.S. Lender, an Australian Lender, and a Norwegian Lender
		
	By:		 /s/ Rod Swenson

	Name:		 Rod Swenson

	Title:		 Vice President

	
	U.S. BANK NATIONAL ASSOCIATION, CANADA BRANCH, as Co-Documentation Agent, Managing Agent and a Canadian Lender
		
	By:		 /s/ John P. Rehob

	Name:		 John P. Rehob

	Title:		 VP & Principal Officer




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	SUNTRUST BANK, as a U.S. Lender
		
	By:		 /s/ Michael Dembski

	Name:		 Michael Dembski

	Title:		 Director




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	TD BANK, N.A., as a U.S. Lender
		
	By:		 /s/ Jeffrey Saperstein

	Name:		 Jeffrey Saperstein

	Title:		 Vice President




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	CITIZENS BUSINESS CAPITAL, f/k/a RBS CITIZENS BUSINESS CAPITAL, a division of CITIZENS ASSET FINANCE, INC., f/k/a RBS ASSET FINANCE, INC., as a U.S. Lender
		
	By:		 /s/ Don Cmar

	Name:		 Don Cmar

	Title:		 Vice President

	
	RBS INVOICE FINANCE LIMITED, a subsidiary of the ROYAL BANK OF SCOTLAND GROUP PLC, as an Australian Lender, a Belgian Lender, a Dutch Lender and a UK Lender
		
	By:		 /s/ Christopher Stan Hawes

	Name:		 Christopher Stan Hawes

	Title:		 Director, UK Corporate




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	MUFG UNION BANK, N.A., a national banking institution formerly known as Union Bank, N.A., as a U.S. Lender
		
	By:		 /s/ John Watkins

	Name:		 John Watkins

	Title:		 Vice President

	
	UNION BANK, CANADA BRANCH, as a Canadian Lender
		
	By:		 /s/ Anne Collins

	Name:		 Anne Collins

	Title:		 Vice President




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	MUFG UNION BANK, N.A., a national banking institution formerly known as Union Bank, N.A., as a Norwegian Lender
		
	By:		 /s/ John Watkins

	Name:		 John Watkins

	Title:		 Vice President




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	JPMORGAN CHASE BANK, N.A., as a U.S. Lender
		
	By:		 /s/ Jennifer Heard

	Name:		 Jennifer Heard

	Title:		 Authorized Officer

	
	JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as a Canadian Lender
		
	By:		 /s/ Auggie Marchetti

	Name:		 Auggie Marchetti

	Title:		 Authorized Officer




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	J.P. MORGAN EUROPE LIMITED, as a Norwegian Lender
		
	By:		 /s/ Tim Jacob

	Name:		 Tim Jacob

	Title:		 Senior Vice President




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	THE HUNTINGTON NATIONAL BANK, as a U.S. Lender
		
	By:		 /s/ John D. Whetstone

	Name:		 John D. Whetstone

	Title:		 Vice President




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	NYCB SPECIALTY FINANCE COMPANY, LLC, a wholly owned subsidiary of NEW YORK COMMUNITY BANK, as a U.S. Lender
		
	By:		 /s/ Tara Wrobel

	Name:		 Tara Wrobel

	Title:		 First Vice President




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	CITY NATIONAL BANK, as a U.S. Lender
		
	By:		 /s/ Robert Yasuda

	Name:		 Robert Yasuda

	Title:		 Senior Vice President




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	HSBC BANK USA, N.A., as a U.S. Lender
		
	By:		 /s/ Sarah S. Knudsen

	Name:		 Sarah S. Knudsen

	Title:		 Vice President




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	KEYBANK, N.A., as a U.S. Lender
		
	By:		 /s/ Robert T. Brown

	Name:		 Robert T. Brown

	Title:		 Vice President




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	REGIONS BANK, as a U.S. Lender and a Canadian Lender
		
	By:		 /s/ Kevin D. Padgett

	Name:		 Kevin D. Padgett

	Title:		 Senior Vice President




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	BBVA COMPASS, as a U.S. Lender, an Australian Lender, a Canadian Lender and a Norwegian Lender
		
	By:		 /s/ Michael Sheff

	Name:		 Michael Sheff

	Title:		 Senior Vice President




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT 








 
			
	KBC BANK, N.V., as a U.S. Lender, a Dutch Lender and a Belgian Lender
		
	By:		 /s/ Lars Wallin

	Name:		 Lars Wallin

	Title:		 Director

		
	By:		 /s/ Thomas R. Lalli

	Name:		 Thomas R. Lalli

	Title:		 Managing Director




  
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED 

LOAN, SECURITY AND GUARANTEE AGREEMENT