Exhibit 10.3


 


EXECUTION VERSION


 


SECOND AMENDMENT TO 

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as the “Amendment”)
is dated as of July 14, 2008, but effective as of June 30, 2008, by
and among EXCO RESOURCES, INC. (“Borrower”), CERTAIN SUBSIDIARIES OF
BORROWER, as Guarantors
(the “Guarantors”), the LENDERS party hereto (the “Lenders”),
and JPMORGAN CHASE BANK, N.A., as Administrative Agent (“Administrative
Agent”).  Unless the context
otherwise requires or unless otherwise expressly defined herein, capitalized
terms used but not defined in this Amendment have the meanings assigned to such
terms in the Credit Agreement (as defined below).


 


WITNESSETH:


 


WHEREAS,
Borrower, Guarantors, Administrative Agent and Lenders have entered into that
certain Second Amended and Restated Credit Agreement dated as of May 2,
2007, as amended by that certain First Amendment to Second Amended and Restated
Credit Agreement dated as of February 20, 2008 (as the same may further be
amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and


 


WHEREAS,
Borrower has requested that the Administrative Agent and the Lenders amend the
Credit Agreement to modify certain financial covenants and for certain other
purposes as provided herein; and


 


WHEREAS,
the Administrative Agent and the Lenders have agreed to amend the Credit
Agreement as provided herein upon 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 and confessed,
Borrower, Guarantors, Administrative Agent and the Lenders hereby agree as
follows:


 


SECTION 1. 
Amendments to Credit Agreement.  Subject to the
satisfaction or waiver in writing of each condition precedent set forth in Section 2
hereof, and in reliance on the representations, warranties, covenants and
agreements contained in this Amendment, the Credit Agreement shall be amended
in the manner provided in this Section 1.


 


1.1          Restricted Payments.  Section 7.06
of the Credit Agreement shall be and it hereby is amended in its entirety to
read as follows:


 


Section 7.06         Restricted Payments.  The Borrower will not, nor will it permit any
of its Restricted Subsidiaries to, declare or make, or agree to pay or make,
directly or indirectly, any Restricted Payment, except that (a) the
Borrower may declare and make Restricted Payments with respect to its Equity
Interests payable solely in its Equity Interests (other than Disqualified
Stock), (b) the Borrower may make Restricted Payments pursuant to and in
accordance with stock option plans or other benefit plans for management or
employees of the Borrower and its Restricted Subsidiaries in an aggregate
amount not to exceed 


 


1

















 


$2,000,000
in any fiscal year, (c) so long as no Default has occurred and is
continuing, the Borrower may declare and make distributions of the MLP Rights, (d) any
Restricted Subsidiary may make Restricted Payments to the Borrower or any
Guarantor; provided that no Default has occurred and is continuing or would
result from the making of such Restricted Payment, (e) the Borrower may
declare and pay dividends with respect to its Preferred Stock in additional
shares of Preferred Stock, and (f) the Borrower may pay cash dividends on
the Preferred Stock; provided that on the date of any such payment, (i) no
Default has occurred and is continuing or would result from such payment, (ii) the
amount of such cash dividends in any fiscal year shall not exceed the lesser of
(x) $200,000,000 and (y) the amount of cash dividends accrued on the
Preferred Stock in such fiscal year, and (iii) after giving effect to such
Restricted Payment, the Aggregate Commitment exceeds Aggregate Credit Exposure
by an amount equal to or greater than ten percent (10%) of the Borrowing Base;
provided that if such cash dividends are being paid by the Borrower in
connection with the exercise of any right to convert Preferred Stock into
common stock of the Borrower, the failure to comply with this clause (iii) shall
not restrict the Borrower from making such cash dividend.


 


1.2          Financial Covenants; Leverage Ratio. 
Clause (b) of Section 7.11 of the Credit Agreement
shall be and it hereby is amended in its entirety to read as follows:


 


(b)          Leverage Ratio.


 


(i)            The Borrower will not permit the ratio, determined as of the end of the
fiscal quarter ending September 30, 2007, of (A) Consolidated Funded
Indebtedness as of the end of such fiscal quarter, to (B) Consolidated
EBITDAX for such fiscal quarter multiplied by four (4) to be greater than
3.50 to 1.00.


 


(ii)           The Borrower will not permit the ratio, determined as of the end of any
fiscal quarter ending after September 30, 2007 and on or before March 31,
2008, of (A) Consolidated Funded Indebtedness as of the end of such fiscal
quarter, to (B) Consolidated EBITDAX for the period from July 1, 2007
to the end of such fiscal quarter multiplied by a fraction, the numerator of
which is four (4) and the denominator of which is the number of fiscal
quarters ended since July 1, 2007, including the then ending fiscal
quarter, to be greater than 3.50 to 1.00.


 


(iii)          The Borrower will not permit the ratio, determined as of the end of any
fiscal quarter ending on or after June 30, 2008 and on or before December 31,
2008, of (A) Consolidated Funded Indebtedness as of the end of such fiscal
quarter to (B) Consolidated EBITDAX for the trailing four fiscal quarter
period ending on such date, to be greater than 4.00 to 1.00.


 


2

















 


(iv)          The Borrower will not permit the ratio, determined as of the end of the
fiscal quarter ending on March 31, 2009, of (A) Consolidated Funded
Indebtedness as of the end of such fiscal quarter to (B) Consolidated
EBITDAX for the trailing four fiscal quarter period ending on such date, to be
greater than 3.75 to 1.00.


 


(v)           The Borrower will not permit the ratio, determined as of the end of any
fiscal quarter ending on or after June 30, 2009, of (A) Consolidated
Funded Indebtedness as of the end of such fiscal quarter to (B) Consolidated
EBITDAX for the trailing four fiscal quarter period ending on such date, to be
greater than 3.50 to 1.00.


 


SECTION 2. 
Conditions.  The amendments to the Credit Agreement
contained in Section 1 of this Amendment shall be effective upon
the satisfaction of each of the conditions set forth in this Section 2.


 


2.1          Execution and Delivery.  Each Credit
Party, the Majority Lenders and the Administrative Agent shall have executed
and delivered this Amendment.


 


2.2          No Default.  No Default or
Event of Default shall have occurred and be continuing or shall result after
giving effect to this Amendment.


 


2.3          Other Documents.  The
Administrative Agent shall have received such other instruments and documents
incidental and appropriate to the transaction provided for herein as the
Administrative Agent or its special counsel may reasonably request, and all
such documents shall be in form and substance satisfactory to the
Administrative Agent.


 


SECTION 3. 
Representations and Warranties of Borrower. 
To induce the Lenders to enter into this Amendment, each Credit Party
hereby represents and warrants to the Lenders as follows:


 


3.1          Reaffirmation of Representations and Warranties/Further
Assurances.  After giving effect to the amendments herein,
each representation and warranty of such Credit Party contained in the Credit
Agreement or in any other Loan Document is true and correct in all material
respects on the date hereof (except to the extent such representations and
warranties relate solely to an earlier date, in which case such
representations and warranties shall have been true and correct in all material
respects as of such date).


 


3.2          Corporate Authority; No Conflicts. 
The execution, delivery and performance by such Credit Party of this
Amendment and all documents, instruments and agreements contemplated herein are
within such Credit Party’s corporate or other organizational powers, have been
duly authorized by all necessary action, require no action by or in respect of,
or filing with, any court or agency of government and do not violate or
constitute a default under any provision of any applicable law or other
agreements binding upon such Credit Party or result in the creation or
imposition of any Lien upon any of the assets of such Credit Party except for
Liens permitted under Section 7.02 of the Credit Agreement.


 


3

















 


3.3          Enforceability.  This
Amendment constitutes the valid and binding obligation of such Credit Party
enforceable in accordance with its terms, except as (i) the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditor’s rights generally, and (ii) the availability of equitable
remedies may be limited by equitable principles of general application.


 


SECTION 4. 
Miscellaneous.


 


4.1          Reaffirmation of Loan Documents and Liens.  Any and all of the terms and provisions of the
Credit Agreement and the Loan Documents shall, except as amended and modified
hereby, remain in full force and effect. 
Each Credit Party hereby agrees that the amendments and modifications
herein contained shall in no manner affect or impair the liabilities, duties
and obligations of any Credit Party under the Credit Agreement and the other
Loan Documents or the Liens securing the payment and performance thereof.


 


4.2          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.


 


4.3          Legal Expenses.  Each Credit
Party hereby agrees to pay all reasonable fees and expenses of special counsel
to the Administrative Agent incurred by the Administrative Agent in connection
with the preparation, negotiation and execution of this Amendment and all
related documents.


 


4.4          Counterparts.  This
Amendment may be executed in one or more counterparts and by different parties
hereto in separate 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; signature pages may be
detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the
same document.  However, this Amendment
shall bind no party until each Credit Party, the Majority Lenders, and the
Administrative Agent have executed a counterpart.  Delivery of photocopies of the signature pages to
this Amendment by facsimile or electronic mail shall be effective as delivery
of manually executed counterparts of this Amendment.


 


4.5          Complete Agreement.  THIS
AMENDMENT, THE CREDIT 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 OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.


 


4.6          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.


 


4.7          Governing Law.  This Amendment
shall be construed in accordance with and governed by the law of the State of
New York.


 


[Signature
Pages Follow]


 


4

















 


IN
WITNESS WHEREOF, the parties have caused this Amendment to be
duly executed as of the date first above written.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  	
   

  
	
   

  	
  EXCO RESOURCES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Douglas Ramsey

  
	
   

  	
  Name:

  	
  J.
  Douglas Ramsey, Ph.D.

  
	
   

  	
  Title:

  	
  Vice
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
   

  
	
   

  	
  EXCO Resources, Inc.

  
	
   

  	
  12377 Merit Drive, Suite 1700

  
	
   

  	
  Dallas, Texas 75251

  
	
   

  	
  Facsimile No. 214-368-2087

  
	
   

  	
  Attn:

  	
  Douglas H. Miller

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
  Attn:

  	
  J. Douglas Ramsey

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
  EXCO – NORTH COAST ENERGY, INC.

  
	
   

  	
  (formerly known as North Coast Energy, Inc.

  
	
   

  	
  and successor by merger to Power Gas

  
	
   

  	
  Marketing & Transmission, Inc.)

  
	
   

  	
  EXCO – NORTH COAST ENERGY 

  EASTERN, INC. (formerly
  known as North Coast 

  Energy Eastern, Inc.)

  
	
   

  	
  EXCO SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Douglas Ramsey

  
	
   

  	
  Name:

  	
  J. Douglas Ramsey, Ph.D.

  
	
   

  	
  Title:

  	
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
  for each of the Credit Parties listed above

  
					



 


Second
Amendment to Second Amended and Restated Credit Agreement – Signature Page


 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  as a Lender and as
  Administrative Agent,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William Mark Cranmer

  
	
   

  	
  Name:

  	
  Wm. Mark Cranmer

  
	
   

  	
  Title:

  	
  Senior Vice President

  
				



 


Second
Amendment to Second Amended and Restated Credit Agreement – Signature Page


 

















 


	
   

  	
  UBS LOAN FINANCE LLC

  
	
   

  	
  as a Lender

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David B. Julie

  
	
   

  	
  Name:

  	
  David B. Julie

  
	
   

  	
  Title:

  	
  Associate
  Director

  Banking Products

  Services, US

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard L. Tavrow

  
	
   

  	
  Name:

  	
  Richard L. Tavrow

  
	
   

  	
  Title:

  	
  Director

  Banking Products

  Services, US

  
							



 


Second Amendment to Second Amended and Restated Credit Agreement –
Signature Page


 

















 


	
   

  	
  CREDIT SUISSE, CAYMAN ISLANDS 

  BRANCH

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vanessa Gomez

  
	
   

  	
  Name:

  	
  Vanessa Gomez

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Nupur Kumar

  
	
   

  	
  Name:

  	
  Nupur Kumar

  
	
   

  	
  Title:

  	
  Associate

  
					



 


Second Amendment to Second
Amended and Restated Credit Agreement – Signature Page


 

















 


	
   

  	
  LEHMAN BROTHERS COMMERCIAL BANK

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Darren S. Lane

  
	
   

  	
  Name:

  	
  Darren S. Lane

  
	
   

  	
  Title:

  	
  Operations
  Officer

  
					



 


Second Amendment to Second Amended and Restated Credit
Agreement – Signature Page


 






 












 


	
   

  	
  BNP PARIBAS

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Betsy Jocher

  
	
   

  	
  Name:

  	
  Betsy Jocher

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Long

  
	
   

  	
  Name:

  	
  Robert Long

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


Second Amendment to Second Amended and Restated Credit Agreement –
Signature Page


 

















 


	
   

  	
  KEYBANK N.A.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin Hays

  
	
   

  	
  Name:

  	
  Kevin Hays

  
	
   

  	
  Title:

  	
  Director

  
					



 


Second Amendment to Second
Amended and Restated Credit Agreement – Signature Page


 

















 


	
   

  	
  NATIXIS

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donovan C. Broussard

  
	
   

  	
  Name:

  	
  Donovan C. Broussard

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Liana Tchernysheva

  
	
   

  	
  Name:

  	
  Liana Tchernysheva

  
	
   

  	
  Title:

  	
  Direcor

  
						



 


Second Amendment to Second Amended and Restated Credit Agreement –
Signature Page


 

















 


	
   

  	
  ROYAL BANK OF CANADA

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Don J. McKinnerney

  
	
   

  	
  Name:

  	
  Don J. McKinnerney

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
					



 


Second Amendment to Second Amended and Restated Credit Agreement –
Signature Page


 

















 


	
   

  	
  STERLING BANK

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeff A. Forbis

  
	
   

  	
  Name:

  	
  Jeff A. Forbis

  
	
   

  	
  Title:

  	
  Senior Vice President

  Sterling Bank

  
					



 


Second Amendment to Second Amended and Restated Credit Agreement –
Signature Page


 

















 


	
   

  	
  UNION BANK OF CALIFORNIA, N.A.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Doug Gale

  
	
   

  	
  Name:

  	
  Doug Gale

  
	
   

  	
  Title:

  	
  Vice
  President

  
					



 


Second Amendment to Second Amended and Restated Credit
Agreement – Signature Page


 






 












 


	
   

  	
  SCOTIABANC, INC.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.F. Todd

  
	
   

  	
  Name:

  	
  J.F. Todd

  
	
   

  	
  Title:

  	
  Managing Director

  
				



 


Second Amendment to Second
Amended and Restated Credit Agreement – Signature Page


 

















 


	
   

  	
  WACHOVIA BANK NATIONAL

  ASSOCIATION

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Pritchett

  
	
   

  	
  Name:

  	
  Paul Pritchett

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


Second Amendment to
Second Amended and Restated Credit Agreement – Signature Page


 

















 


	
   

  	
  WELLS FARGO BANK, N.A.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tom K. Martin

  
	
   

  	
  Name:

  	
  Tom K. Martin

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


Second Amendment to
Second Amended and Restated Credit Agreement – Signature Page


 

















 


	
   

  	
  BMO CAPITAL MARKETS FINANCING,

  INC.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James V. Ducote

  
	
   

  	
  Name:

  	
  James V. Ducote

  
	
   

  	
  Title:

  	
  Director

  
				



 


Second Amendment to
Second Amended and Restated Credit Agreement – Signature Page


 

















 


	
   

  	
  CITIBANK, N.A.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ryan Watson

  
	
   

  	
  Name:

  	
  Ryan Watson

  
	
   

  	
  Title:

  	
  V. P.

  
				



 


Second Amendment to
Second Amended and Restated Credit Agreement – Signature Page


 

















 


	
   

  	
  ALLIED IRISH BANKS, P.L.C.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Connelly

  
	
   

  	
  Name:

  	
  Mark Connelly

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Giordano

  
	
   

  	
  Name:

  	
  James Giordano

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
					



 


Second Amendment to Second
Amended and Restated Credit Agreement – Signature Page


 

















 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Erin Morrissey

  
	
   

  	
  Name:

  	
  Erin Morrissey

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dusan Lazarov

  
	
   

  	
  Name:

  	
  Dusan Lazarov

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


Second Amendment to Second
Amended and Restated Credit Agreement – Signature Page


 

















 


	
   

  	
  CALYON NEW YORK BRANCH

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael D. Willis

  
	
   

  	
  Name:

  	
  Michael D. Willis

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tom Byargeon

  
	
   

  	
  Name:

  	
  Tom Byargeon

  
	
   

  	
  Title:

  	
  Managing Director

  
				



 


Second Amendment to
Second Amended and Restated Credit Agreement – Signature Page


 
















 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  	 

	
   

  	
  as a Lender

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Daria M. Mahoney

  	 

	
   

  	
  Name:

  	
  Daria M. Mahoney

  	 

	
   

  	
  Title:

  	
  Vice President

  
							



 


Second Amendment to Second
Amended and Restated Credit Agreement – Signature Page


 

















 


	
   

  	
  COMERICA BANK

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rebecca L. Wilson

  
	
   

  	
  Name:

  	
  Rebecca L. Wilson

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
				



 


Second Amendment to Second
Amended and Restated Credit Agreement – Signature Page


 

















 


	
   

  	
  FORTIS CAPITAL CORP.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michele Jones

  
	
   

  	
  Name:

  	
  Michele Jones

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ilene Fowler

  
	
   

  	
  Name:

  	
  Ilene Fowler

  
	
   

  	
  Title:

  	
  Director

  
					



 


Second Amendment to Second
Amended and Restated Credit Agreement – Signature Page


 

















 


	
   

  	
  BANK
  OF AMERICA

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeffrey H. Rathkamp

  
	
   

  	
  Name:

  	
  Jeffrey
  H. Rathkamp

  
	
   

  	
  Title:

  	
  Managing Director

  
				



 


Second Amendment
to Second Amended and Restated Credit Agreement – Signature Page


 

















 


	
   

  	
  SUMITOMO
  MITSUI BANKING

  CORPORATION

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William Ginn

  
	
   

  	
  Name:

  	
  William
  Ginn

  
	
   

  	
  Title:

  	
  General Manager

  
				



 


Second Amendment
to Second Amended and Restated Credit Agreement – Signature Page


 

















 


	
   

  	
  GOLDMAN
  SACHS CREDIT PARTNERS L.P.

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Makrinos

  
	
   

  	
  Name:

  	
  John
  Makrinos

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
				



 


Second Amendment
to Second Amended and Restated Credit Agreement – Signature Page


 

















 


	
   

  	
  BARCLAYS
  BANK PLC

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Irene Guput

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


Second Amendment
to Second Amended and Restated Credit Agreement – Signature Page


 

















 


	
   

  	
  THE
  BANK OF NOVA SCOTIA

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David G. Mills

  
	
   

  	
  Name:

  	
  David
  G. Mills

  
	
   

  	
  Title:

  	
  Director

  
				



 


Second Amendment
to Second Amended and Restated Credit Agreement – Signature Page


 

















 


	
   

  	
  COMPASS
  BANK

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Greg Determann

  
	
   

  	
  Name:

  	
  Greg
  Determann

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


Second Amendment to Second
Amended and Restated Credit Agreement – Signature Page