Exhibit 10.1

 

EXECUTION VERSION

 

AMENDMENT NO. 2 TO CREDIT AGREEMENT

 

AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of June 2, 2017 (this “Amendment”), to the Amended and Restated Credit Agreement dated as of February 14, 2017 (such credit agreement being referred to herein as the “Credit Agreement”) among NGL ENERGY PARTNERS LP, a Delaware limited partnership (“Parent”), NGL ENERGY OPERATING LLC, a Delaware limited liability company (“Borrowers’ Agent”), each subsidiary of the Parent identified as a “Borrower” under the Credit Agreement (together with the Borrowers’ Agent, each, a “Borrower” and collectively, the “Borrowers”), each subsidiary of Parent identified as a “Guarantor” under the Credit Agreement (together with the Parent, each, a “Guarantor” and collectively, the “Guarantors”) DEUTSCHE BANK AG, NEW YORK BRANCH, as technical agent (in such capacity, together with its successors in such capacity, the “Technical Agent”) and DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as administrative agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”) and each financial institution identified as a “Lender” or an “Issuing Bank” under the Credit Agreement (each, a “Lender” and together with the Technical Agent, the Administrative Agent and the Collateral Agent, the “Secured Parties”).

 

RECITALS

 

WHEREAS, the Borrowers have requested certain amendments to the Credit Agreement; and

 

WHEREAS, the Lenders have agreed to amend the Credit Agreement solely upon the terms and conditions set forth herein;

 

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:

 

1.             Defined Terms.  Unless otherwise noted herein, terms defined in the Credit Agreement and used herein shall have the respective meanings given to them in the Credit Agreement.

 

2.             Amendment to Section 1.1 (Certain Defined Terms) of the Credit Agreement.  Section 1.1 of the Credit Agreement is hereby amended by deleting the table in the definition of “Applicable Commitment Fee Percentage” and replacing such table with the table set forth below:

 

	
Leverage Ratio
    	
 
    	
Commitment Fee
   Percentage
    	
 
    
	
Category 1:   Less than or equal to 2.00 to 1.00
    	
 
    	
0.375
    	
%
    
	
Category 2:   Less than or equal to 3.00 to 1.00 but greater than 2.00 to 1.00
    	
 
    	
0.375
    	
%
    
	
Category 3:   Less than or equal to 3.50 to 1.00 but greater than 3.00 to 1.00
    	
 
    	
0.375
    	
%
    
	
Category 4:   Less than or equal to 4.00 to 1.00 but greater than 3.50 to 1.00
    	
 
    	
0.50
    	
%
    
	
Category 5:   Less than or equal to 4.50 to 1.00 but greater than 4.00 to 1.00
    	
 
    	
0.50
    	
%
    
	
Category 6:   Less than or equal to 5.00 to 1.00 but greater than 4.5 to 1.00
    	
 
    	
0.50
    	
%
    
	
Category 7:   Greater than 5.00 to 1.00
    	
 
    	
0.50
    	
%
    


 











 

3.             Amendment to Section 1.1 (Certain Defined Terms) of the Credit Agreement.  Section 1.1 of the Credit Agreement is hereby further amended by amending and restating the definition of “Applicable Margin” as follows:

 

“Applicable Margin” means, with respect to any Loan, the applicable rate per annum determined in accordance with this definition.  As of the end of each fiscal quarter of the Credit Parties, commencing with the fiscal quarter ending March 31, 2017, the Applicable Margin for Loans shall be adjusted upward or downward, as applicable, to the respective percentages shown in the table below based on the Leverage Ratio as of the last day of such fiscal quarter (determined at the Borrowing Base Reference Time of such day).  For purposes hereof, any such adjustment in the respective amounts of the Applicable Margin, whether upward or downward, shall be effective five Business Days after the Compliance Certificate of the Credit Parties with respect to such fiscal quarter has been delivered to and received by the Administrative Agent in accordance with the terms of Section 6.3(c); provided, however, if any such Compliance Certificate is not delivered in a timely manner as required under the terms of Section 6.3(c), the Applicable Margin for Loans from the date such Compliance Certificate was due until five Business Days after Administrative Agent and Lenders receive the same will be the applicable rate per annum set forth below in Category 7; provided further, that the Applicable Margin for the period commencing on the fifth Business Day after the Compliance Certificate of the Credit Parties with respect to the fiscal quarter ended March 31, 2017 has been delivered to and received by the Administrative Agent in accordance with the terms of Section 6.3(c) and ending on the next upward or downward adjustment of the Applicable Margin for Loans, as hereinabove provided, shall be the applicable rate per annum set forth below in Category 6.

 

	
Leverage Ratio
    	
 
    	
Per Annum Percentage
   for Revolving Credit
   LIBOR Borrowings
    	
 
    	
Per Annum Percentage
   for Revolving Credit
   Alternate Base
   Rate Borrowings
    	
 
    
	
Category 1:   Less than or equal to 2.00 to 1.00
    	
 
    	
1.50
    	
%
    	
0.50
    	
%
    
	
Category 2:   Less than or equal to 3.00 to 1.00 but greater than 2.00 to 1.00
    	
 
    	
1.75
    	
%
    	
0.75
    	
%
    
	
Category 3:   Less than or equal to 3.50 to 1.00 but greater than 3.00 to 1.00
    	
 
    	
2.00
    	
%
    	
1.00
    	
%
    
	
Category 4:   Less than or equal to 4.00 to 1.00 but greater than 3.50 to 1.00
    	
 
    	
2.25
    	
%
    	
1.25
    	
%
    
	
Category 5:   Less than or equal to 4.50 to 1.00 but greater than 4.00 to 1.00
    	
 
    	
2.50
    	
%
    	
1.50
    	
%
    
	
Category 6:   Less than or equal to 5.00 to 1.00 but greater than 4.5 to 1.00
    	
 
    	
2.75
    	
%
    	
1.75
    	
%
    
	
Category 7:   Greater than 5.00 to 1.00
    	
 
    	
3.00
    	
%
    	
2.00
    	
%
    


 

Without limitation of any other provision of this Agreement or any other remedy available to the Administrative Agent or the Lenders under any of the Loan Documents, to the extent that any financial statements delivered by the Borrowers pursuant to Section 6.3 shall be incorrect in any manner in respect any period and the Borrower’s Agent or any other Credit Party shall deliver to the Administrative Agent and/or the Lenders corrected financial statements for such period, the Administrative Agent may recalculate the Leverage Ratio for such period based upon such corrected financial statements, and, if such recalculation results in a Leverage Ratio that would have caused the Applicable Margin for such period to have been higher than under the prior calculations, then upon written notice thereof to the Borrower’s

 

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Agent, the Loans shall bear interest based upon such recalculated Applicable Margin for such period retroactively from the date of delivery of the erroneous financial statements in question.

 

4.             Amendment to Section 1.1 (Certain Defined Terms) of the Credit Agreement.  Section 1.1 of the Credit Agreement is hereby amended by adding the following definition of “Debt Incurrence Requirements” in the proper alphabetical order:

 

“Debt Incurrence Financial Ratio Requirements” means, in relation to any Indebtedness incurred under Sections 7.1(b), (f), and (i), immediately after giving effect to the incurrence of any such Indebtedness (and giving pro forma effect to the expected application of proceeds thereof) based upon the Total Indebtedness immediately after giving effect to such incurrence (and application of proceeds) and Consolidated EBITDA for the four fiscal quarters most recently ended on or before the date of such incurrence, (a) the Leverage Ratio of the Credit Parties shall not be greater than 4.0 to 1.0 and (b) the Interest Coverage Ratio of the Credit Parties shall not be less than 2.75 to 1.0.

 

5.             Amendment to Section 2.1 (Commitments) of the Credit Agreement.  Section 2.1(a) of the Credit Agreement is hereby amended by amending and restating the second sentence thereof as follows:

 

“Notwithstanding the foregoing, the aggregate principal amount of the Working Capital Revolving Loans outstanding at any time shall not exceed the Total Working Capital Revolving Commitment minus the aggregate Letter of Credit Exposure Amount and Swingline Exposure at such time.”

 

6.             Amendment to Section 4.1 (All Loans) of the Credit Agreement.  Section 4.1(e) of the Credit Agreement is hereby amended and restated as follows:

 

“(e)         with respect to each Working Capital Revolving Loan and each Letter of Credit, the Borrower represents to the Administrative Agent for the benefit of the Lenders that, after giving effect to the advancing of such Working Capital Revolving Loan or the issuance of such Letter of Credit, as the case may be, the aggregate Working Capital Revolving Exposures of all Lenders at such time will not exceed the Total Working Capital Revolving Commitment or the Borrowing Base (determined and calculated on the date such Working Capital Revolving Loan is made or such Letter of Credit is issued).”

 

7.             Amendment to Section 7.1 (Indebtedness) of the Credit Agreement.  Section 7.1 of the Credit Agreement is hereby amended as follows:

 

(a)           Section 7.1(b) is hereby amended by amending and restating the proviso thereto as follows:

 

“provided that; the sum of (x) the aggregate amount of Indebtedness permitted by this clause (b), plus (y) the aggregate amount of Indebtedness permitted by clause (f) below, plus (z) the aggregate amount of Indebtedness permitted by clause (i) below, does not exceed (A) five percent (5.0%) of Partners’ Capital in the aggregate at any time outstanding and (B) at the time of and immediately after giving effect to the incurrence of any such Indebtedness, if the Debt Incurrence Financial Ratio Requirements are not satisfied with respect to the incurrence of such Indebtedness, 2.5% of Partners’ Capital;”

 

(b)           Section 7.1(f) is hereby amended by amending and restating clause (ii) of the proviso thereto as follows:

 

“(ii) the sum of (x) the aggregate amount of Indebtedness permitted by this clause (f), plus (y) the aggregate amount of Indebtedness permitted by clause (b) above, plus (z) the aggregate amount of Indebtedness permitted by clause (i) below, does not exceed (A) five percent (5.0%) of Partners’ Capital in the aggregate at any time outstanding and (B) at the time of and immediately after

 

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giving effect to the incurrence of any such Indebtedness, if the Debt Incurrence Financial Ratio Requirements are not satisfied with respect to the incurrence of such Indebtedness, 2.5% of Partners’ Capital;”

 

(c)           Section 7.1(i) is hereby amended by amending and restating the proviso thereto as follows:

 

“provided that the sum of (x) aggregate amount of Indebtedness permitted by this clause (i), plus (y) the aggregate amount of Indebtedness permitted by clause (b) above, plus (z) the amount of outstanding Indebtedness permitted by clause (f) above, does not exceed (A) five percent (5.0%) of Partners’ Capital in the aggregate at any time outstanding and (B) at the time of and immediately after giving effect to the incurrence of any such Indebtedness, if the Debt Incurrence Financial Ratio Requirements are not satisfied with respect to the incurrence of such Indebtedness, 2.5% of Partners’ Capital;”

 

8.             Amendment to Section 7.10 (Redemption, Dividends, Equity Issuance, Distributions and Payments) of the Credit Agreement.  Section 7.10 of the Credit Agreement is hereby amended as follows:

 

(a)           Subsection (a) of Section 7.10 is hereby amended by adding the following words immediately before the words “or set aside any amount for any such purpose” in the first clause thereof:

 

“or any Equity Interests of the General Partner” ; and

 

(b)           Subsection (b) of Section 7.10 is hereby amended by amending and replacing clause (iii) with the following clause (iii):

 

“(iii) Cash Dividends to the holders of any Equity Interests of the Parent, so long as (x) no Default or Event of Default exists both immediately before and after giving effect to the declaration and the payment of such Cash Dividend, (y) such Cash Dividend does not exceed Available Cash for such quarterly period, and (z) if the amount of such Cash Dividends to be paid to common unit holders during any fiscal quarter would, on a per unit basis immediately after giving effect to the payment of such Cash Dividends to common unit holders, be greater than the amount of such Cash Dividends paid to common unit holders on a per unit basis during the  immediately preceding fiscal quarter, the Leverage Ratio as of the last day of the fiscal quarter (determined at the Borrowing Base Reference Time of such day) ending immediately prior to the payment of such Cash Dividend to common unit holders (or if such Cash Dividend to common unit holders is to be paid on the last day of a fiscal quarter, the last day of such fiscal quarter) is less than 4.25 to 1.00;”

 

9.             Amendment to Section 7.11 (Financial Covenants) of the Credit Agreement.  Section 7.11 of the Credit Agreement is hereby amended and restated as follows:

 

“Section 7.11        Financial Covenants.

 

(a)           Commencing with the fiscal quarter ending June 30, 2017, permit the Leverage Ratio of the Credit Parties as of the last day of any fiscal quarter (determined at the Borrowing Base Reference Time of such day) to be greater than the ratio set forth in the table below under the heading “Maximum Leverage Ratio” opposite the last day of such fiscal quarter:

 

	
Fiscal Quarter Ending
    	
 
    	
Maximum Leverage Ratio
    
	
6/30/2017
    	
 
    	
5.50 to 1.0
    
	
9/30/2017
    	
 
    	
5.50 to 1.0
    
	
12/31/2017
    	
 
    	
5.50 to 1.0
    
	
3/31/2018
    	
 
    	
4.75 to 1.0
    
	
6/30/2018
    	
 
    	
4.75 to 1.0
    
	
9/30/2018
    	
 
    	
4.75 to 1.0
    
	
12/31/2018
    	
 
    	
4.75 to 1.0
    
	
3/31/2019 and the last day of each fiscal quarter thereafter
    	
 
    	
4.50 to 1.0
    


 

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(b)           Commencing with the fiscal quarter ending June 30, 2017, permit the Senior Secured Leverage Ratio of the Credit Parties as of the last day of any fiscal quarter (determined at the Borrowing Base Reference Time of such day) to be greater than the ratio set forth in the table below under the heading “Maximum Senior Secured Leverage Ratio” opposite the last day of such fiscal quarter:

 

	
Fiscal Quarter Ending
    	
 
    	
Maximum Senior Secured Leverage Ratio
    
	
6/30/2017
    	
 
    	
2.50 to 1.0
    
	
9/30/2017
    	
 
    	
2.50 to 1.0
    
	
12/31/2017
    	
 
    	
2.50 to 1.0
    
	
3/31/2018 and the last day of each fiscal quarter thereafter
    	
 
    	
3.25 to 1.0
    


 

(c)           Commencing with the fiscal quarter ending June 30, 2017, permit the Interest Coverage Ratio of the Credit Parties as of the last day of any fiscal quarter (determined at the Borrowing Base Reference Time of such day) to be less than the ratio set forth in the table below under the heading “Minimum Interest Coverage Ratio” opposite the last day of such fiscal quarter:

 

	
Fiscal Quarter Ending
    	
 
    	
Minimum Interest Coverage Ratio
    
	
6/30/2017
    	
 
    	
2.25 to 1.0
    
	
9/30/2017
    	
 
    	
2.25 to 1.0
    
	
12/31/2017
    	
 
    	
2.25 to 1.0
    
	
3/31/2018 and the last day of each fiscal quarter thereafter
    	
 
    	
2.75 to 1.0
    


 

10.          Representations and Warranties; No Default.  To induce the Lenders to enter into this Amendment, each Credit Party that is a party hereto (by delivery of its respective counterpart to this Amendment) hereby (i) represents and warrants to the Administrative Agent and the Lenders that after giving effect to this Amendment, its representations and warranties contained in the Credit Agreement and other Loan Documents are true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date); (ii) represents and warrants to the Administrative Agent and the Lenders that it (x) has the requisite power and authority to make, deliver and perform this Amendment; (y) has taken all necessary corporate, limited liability company, limited partnership or other action to authorize its execution, delivery and performance of this Amendment, and (z) has duly executed and delivered this Amendment and (iii) certifies that no Default or Event of Default has occurred and is continuing under the Credit Agreement (after giving effect to this Amendment) or will result from the making of this Amendment.

 

11.          Effectiveness of Amendments.  This Amendment shall become effective upon the first date on which each of the following conditions has been satisfied:

 

(a)           Amendment Documents.  The Administrative Agent shall have received this Amendment, duly executed and delivered by each of the Credit Parties, and by Lenders constituting the Required Lenders.

 

(b)           Fees and Expenses.  The Borrowers shall, upon demand, pay to the Administrative Agent the amount of any and all reasonable fees, costs and expenses that are for the account of the Borrowers

 

5











 

pursuant to Section 10.9 of the Credit Agreement, including all such fees, costs and expenses incurred in connection with this Amendment.

 

(c)           Proceedings and Documents.  All corporate and other proceedings pertaining directly to this Amendment and all documents, instruments directly incident to this Amendment shall be satisfactory to the required Lenders and their respective counsel and the Technical Agent shall have received all such counterpart originals or certified or other copies of such documents as the Technical Agent may reasonably request.

 

12.          Limited Effect.  Except as expressly provided hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect.  The amendments contained herein shall not be construed as a waiver or amendment of any other provision of the Credit Agreement or the other Loan Documents or for any purpose, except as expressly set forth herein, or a consent to any further or future action on the part of any Credit Party that would require the waiver or consent of the Lenders.  This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

 

13.          GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAW OF THE STATE OF NEW YORK.

 

14.          Counterparts.  This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart.  Delivery of an executed counterpart hereof by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof.

 

15.          Headings.  Section or other headings contained in this Amendment are for reference purposes only and shall not in any way affect the meaning or interpretation of this Amendment.

 

16.          Guarantor Acknowledgement.  Each Guarantor party hereto hereby (i) consents to the modifications to the Credit Agreement contemplated by this Amendment and (ii) acknowledges and agrees that its guaranty pursuant to Section 10.18 of the Credit Agreement is, and shall remain, in full force and effect after giving effect to the Amendment.

 

17.          Lender Acknowledgement.  Each undersigned Lender, by its signature hereto, hereby authorizes and directs DBTCA in its capacity as Administrative Agent and as Collateral Agent to execute this Amendment.

 

[Signature Pages Follow]

 

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

 

	
 
    	
BORROWERS’   AGENT AND BORROWER:
    
	
 
    	
 
    
	
 
    	
NGL   ENERGY OPERATING LLC,
    
	
 
    	
a   Delaware limited liability company
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Robert W. Karlovich III
    
	
 
    	
 
    	
Name:
    	
Robert   W. Karlovich III
    
	
 
    	
 
    	
Title:
    	
Chief   Financial Officer and Executive Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
PARENT:
    
	
 
    	
 
    
	
 
    	
NGL   ENERGY PARTNERS LP,
    
	
 
    	
a   Delaware limited partnership
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Robert W. Karlovich III
    
	
 
    	
 
    	
Name:
    	
Robert   W. Karlovich III
    
	
 
    	
 
    	
Title:
    	
Chief   Financial Officer and Executive Vice President 
    
					


 

Signature Page to Amendment No. 2 to Credit Agreement

 











 

	
 
    	
GUARANTORS:
    
	
 
    	
 
    
	
 
    	
ANTICLINE   DISPOSAL, LLC
    
	
 
    	
CENTENNIAL   ENERGY, LLC
    
	
 
    	
CENTENNIAL   GAS LIQUIDS ULC
    
	
 
    	
CHOYA   OPERATING, LLC
    
	
 
    	
GRAND   MESA PIPELINE, LLC
    
	
 
    	
HICKSGAS,   LLC
    
	
 
    	
HIGH   SIERRA CRUDE OIL AND MARKETING, LLC
    
	
 
    	
HIGH   SIERRA ENERGY, LP
    
	
 
    	
NGL   CRUDE CANADA, ULC
    
	
 
    	
NGL   CRUDE CANADA HOLDINGS, LLC
    
	
 
    	
NGL   CRUDE CUSHING, LLC
    
	
 
    	
NGL   CRUDE LOGISTICS, LLC
    
	
 
    	
NGL   CRUDE PIPELINES, LLC
    
	
 
    	
NGL   CRUDE TERMINALS, LLC
    
	
 
    	
NGL   CRUDE TRANSPORTATION, LLC
    
	
 
    	
NGL   ENERGY EQUIPMENT, LLC
    
	
 
    	
NGL   ENERGY FINANCE CORP.
    
	
 
    	
NGL   ENERGY HOLDINGS II, LLC
    
	
 
    	
NGL   ENERGY LOGISTICS, LLC
    
	
 
    	
NGL   ENERGY OPERATING LLC
    
	
 
    	
NGL   ENERGY PARTNERS LP
    
	
 
    	
NGL   LIQUIDS, LLC
    
	
 
    	
NGL-MA,   LLC
    
	
 
    	
NGL-MA   REAL ESTATE, LLC
    
	
 
    	
NGL   MARINE, LLC
    
	
 
    	
NGL   MILAN INVESTMENTS, LLC
    
	
 
    	
NGL-NE   REAL ESTATE, LLC
    
	
 
    	
NGL   PROPANE, LLC
    
	
 
    	
NGL   SHIPPING AND TRADING, LLC
    
	
 
    	
NGL   SUPPLY TERMINAL COMPANY, LLC
    
	
 
    	
NGL   SUPPLY TERMINAL SOLUTION MINING, LLC
    
	
 
    	
NGL   SUPPLY WHOLESALE, LLC
    
	
 
    	
NGL   WATER SOLUTIONS, LLC
    
	
 
    	
NGL   WATER SOLUTIONS BAKKEN, LLC
    
	
 
    	
NGL   WATER SOLUTIONS DJ, LLC
    
	
 
    	
NGL   WATER SOLUTIONS EAGLE FORD, LLC
    
	
 
    	
NGL   WATER SOLUTIONS MID-CONTINENT, LLC
    
	
 
    	
NGL   WATER SOLUTIONS PERMIAN, LLC
    
	
 
    	
OPR,   LLC
    
	
 
    	
OSTERMAN   PROPANE, LLC
    
	
 
    	
SAWTOOTH   NGL CAVERNS, LLC
    
	
 
    	
TRANSMONTAIGNE   LLC
    
	
 
    	
TRANSMONTAIGNE   PRODUCT SERVICES LLC
    
	
 
    	
TRANSMONTAIGNE   SERVICES LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Robert W. Karlovich
    
	
 
    	
 
    	
Name:
    	
Robert   W. Karlovich III
    
	
 
    	
 
    	
Title:
    	
Chief   Financial Officer and Executive Vice President
    


 

Signature Page to Amendment No. 2 to Credit Agreement

 











 

	
 
    	
SECURED   PARTIES:
    
	
 
    	
 
    
	
 
    	
DEUTSCHE   BANK TRUST COMPANY AMERICAS, as

Administrative   Agent and as Collateral Agent
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Chris Chapman
    
	
 
    	
 
    	
Name:
    	
Chris   Chapman
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Shari Bandner
    
	
 
    	
 
    	
Name:
    	
Shai   Bandner
    
	
 
    	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
DEUTSCHE   BANK AG, NEW YORK BRANCH,
    
	
 
    	
as   a Lender, as Swingline Lender, as an Issuing Bank and as Technical Agent
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Chris Chapman
    
	
 
    	
 
    	
Name:
    	
Chris   Chapman
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Shari Bandner
    
	
 
    	
 
    	
Name:
    	
Shai   Bandner
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 

Signature Page to Amendment No. 2 to Credit Agreement

 












 

	
 
    	
ROYAL   BANK OF CANADA,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jason S. York
    
	
 
    	
 
    	
Name:   Jason S. York
    
	
 
    	
 
    	
Title:   Authorized Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
BNP   PARIBAS,
    
	
 
    	
as   a Lender and Issuing Bank
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Suzanne Dumey
    
	
 
    	
 
    	
Name:   Suzanne Dumey
    
	
 
    	
 
    	
Title:   Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Deborah P. Whittle
    
	
 
    	
 
    	
Name:   Deborah P. Whittle
    
	
 
    	
 
    	
Title:   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
PNC   BANK, NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Stephen Monto
    
	
 
    	
 
    	
Name:   Stephen Monto
    
	
 
    	
 
    	
Title:   SVP
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
BARCLAYS   BANK PLC,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Jake Lam
    
	
 
    	
 
    	
Name:   Jake Lam
    
	
 
    	
 
    	
Title:   Assistant Vice President
    


 

Signature Page to Amendment No. 2 to Credit Agreement

 











 

	
 
    	
ABN   AMRO CAPITAL USA LLC,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   J.D. Keverkamp
    
	
 
    	
 
    	
Name:   J.D. Keverkamp
    
	
 
    	
 
    	
Title:   Country Executive
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michaela Braun
    
	
 
    	
 
    	
Name:   Michaela Braun
    
	
 
    	
 
    	
Title:   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
TORONTO   DOMINION BANK, NEW YORK BRANCH,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Savo Bozic
    
	
 
    	
 
    	
Name:   Savo Bozic
    
	
 
    	
 
    	
Title:   Authorized Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
WELLS   FARGO BANK, NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Chad Clark
    
	
 
    	
 
    	
Name:   Chad Clark
    
	
 
    	
 
    	
Title:   Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
MIZUHO   BANK, LTD.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Leon Mo
    
	
 
    	
 
    	
Name:   Leon Mo
    
	
 
    	
 
    	
Title:   Authorized Signatory
    


 

Signature Page to Amendment No. 2 to Credit Agreement

 











 

	
 
    	
UBS   AG, STAMFORD BRANCH,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Craig Pearson
    
	
 
    	
 
    	
Name:   Craig Pearson
    
	
 
    	
 
    	
Title:   Associate Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Darlene Arias
    
	
 
    	
 
    	
Name:   Darlene Arias
    
	
 
    	
 
    	
Title:   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
CREDIT   SUISSE AG, CAYMAN ISLANDS BRANCH,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Nupur Kumar
    
	
 
    	
 
    	
Name:   Nupur Kamar
    
	
 
    	
 
    	
Title:   Authorized Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Warren Van Heyst
    
	
 
    	
 
    	
Name:   Warren Van Heyst
    
	
 
    	
 
    	
Title:   Authorized Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
GOLDMAN   SACHS BANK USA,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ushma Dedhiya
    
	
 
    	
 
    	
Name:   Ushma Dedhiya
    
	
 
    	
 
    	
Title:   Authorized Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
MACQUARIE BANK LIMITED,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Andrew Gates
    
	
 
    	
 
    	
Name: Andrew Gates
    
	
 
    	
 
    	
Title:   Division Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joel Outlaw
    
	
 
    	
 
    	
Name: Joel Outlaw
    
	
 
    	
 
    	
Title:   Associate Director
    


 

Signature Page to Amendment No. 2 to Credit Agreement

 











 

	
 
    	
CITIZENS   BANK, N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   John Corley
    
	
 
    	
 
    	
Name:   John Corley
    
	
 
    	
 
    	
Title:   Director
    


 

Signature Page to Amendment No. 2 to Credit Agreement