Exhibit 10.2


 


EXECUTION VERSION


 


SECOND AMENDMENT TO 

AMENDED AND RESTATED CREDIT AGREEMENT


 


SECOND
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as
the “Amendment”) dated as of July 14, 2008, by and among EXCO
OPERATING COMPANY, LP (formerly known as EXCO Partners Operating Partnership,
LP) (“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 Amended and Restated Credit Agreement dated as of March 30, 2007,
as amended by that certain First Amendment to 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, among other things, permit the incurrence of additional
unsecured Indebtedness of the Borrower pursuant to the terms and conditions of
a senior unsecured term loan facility in an aggregate principal amount not to
exceed $500,000,000.


 


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                               Additional
Definitions.  Section 1.01 of the Credit
Agreement shall be and it hereby is amended by inserting the following
definitions in appropriate alphabetical order:


 


“Senior
Unsecured Term Loan Facility” means a senior unsecured term loan facility
pursuant to which certain financial institutions and other entities have agreed
to provide Borrower with unsecured term loans; provided that (i) the
stated maturity date of such term loans is not later than December 15,
2008 and (ii) the covenant, default and remedy provisions with respect to
such term loans are not materially more restrictive than those set forth in
this Agreement.


 


“Term
Loans” means the senior unsecured term loans outstanding under the Senior
Unsecured Term Loan Facility.


 

















 


1.2                               Indebtedness.  Section 7.01 of the Credit
Agreement shall be and it hereby is amended by (i) renumbering clause (h) of
such section to be clause (i) of such section and (ii) inserting a
new clause (h) immediately following clause (g) to read as follows:


 


(h)                               unsecured Indebtedness of the Borrower
under the Senior Unsecured Term Loan Facility in an aggregate principal amount
not to exceed $500,000,000 at any time outstanding; and


 


1.3                               Financial
Covenants; Consolidated Current Ratio.  Clause (a) of Section 7.11
of the Credit Agreement shall be and it hereby is amended and restated in its
entirety to read as follows:


 


(a)                               Consolidated Current Ratio. 
The Borrower will not permit the Consolidated Current Ratio as of the
end of any fiscal quarter ending on or after June 30, 2007 to be less than
1.00 to 1.00; provided that for purposes of determining compliance with
this Section 7.11(a), the calculation of Consolidated Current Liabilities
as of the end of any fiscal quarter ending on or before December 31, 2008,
shall not include any Indebtedness of the Borrower under the Senior Unsecured
Term Loan Facility to the extent such Indebtedness is permitted under Section 7.01(h).


 


1.4                               Restrictions on Certain
Prepayments.  Article VII of the Credit Agreement
shall be and it hereby is amended by inserting the following at the end of such
Article as Section 7.13:


 


Section 7.13                            Senior Unsecured Term Loan Facility
Restrictions.             Prior to the termination of all
Commitments and the payment and performance in full of the Obligations, the
Borrower will not, nor will it permit any Restricted Subsidiary to, directly or
indirectly, retire, redeem, defease, repurchase or prepay prior to the
scheduled due date thereof any part of the principal of, or interest on, the
Term Loans; except that the Borrower may retire, redeem, defease, repurchase or
prepay the Term Loans (including any premium on the prepaid principal amount of
such Indebtedness) at any time; provided that (i) no Default has occurred
and is continuing or would result from the making of such retirement,
redemption, defeasance, repurchase or prepayment, and (ii) after giving
effect to such retirement, redemption, defeasance, repurchase or prepayment,
the Aggregate Commitment exceeds Aggregate Credit Exposure by an amount equal
to or greater than ten percent (10%) of the Aggregate Commitment.


 


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

















 


2.2                               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 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                               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


 


3

















 


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 OPERATING COMPANY, LP

  
	
   

  	
  (formerly known as EXCO Partners Operating

  
	
   

  	
  Partnership, LP)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  EXCO Partners OLP GP, LLC

  
	
   

  	
   

  	
  its sole general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ J. Douglas Ramsey,
  Ph.D.

  
	
   

  	
   

  	
  Name:

  	
  J. Douglas Ramsey, Ph.D.

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Chief Financial

  Officer

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  EXCO Operating Company, LP

  
	
   

  	
  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:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GARRISON GATHERING, LLC

  
	
   

  	
  VAUGHAN DE, LLC

  
	
   

  	
  VAUGHAN HOLDING COMPANY, LLC

  
	
   

  	
  VERNON GATHERING, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Douglas Ramsey,
  Ph.D.

  
	
   

  	
  Name:

  	
  J. Douglas Ramsey, Ph.D.

  
	
   

  	
  Title:

  	
  Vice President and Chief Financial Officer

  for each of the Credit Parties listed above

  
									



 


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  TALCO MIDSTREAM ASSETS, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  VAUGHAN HOLDING COMPANY,
  LLC.

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ J. Douglas Ramsey,
  Ph.D.

  
	
   

  	
   

  	
  Name:

  	
  J. Douglas Ramsey, Ph.D.

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Chief Financial

  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TGG PIPELINE, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  VAUGHAN HOLDING COMPANY,
  LLC,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ J. Douglas Ramsey,
  Ph.D.

  
	
   

  	
   

  	
  Name:

  	
  J. Douglas Ramsey, Ph.D.

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Chief Financial

  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXCO PRODUCTION COMPANY, LP

  (formerly known as Winchester Production

  Company, Ltd.)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  VAUGHAN DE, LLC,

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ J. Douglas Ramsey,
  Ph.D.

  
	
   

  	
   

  	
  Name:

  	
  J. Douglas Ramsey, Ph.D.

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Chief Financial

  Officer

  
						



 


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  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

  
				



 


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  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/ Mary E. Evans

  
	
   

  	
  Name:

  	
  Mary E. Evans

  
	
   

  	
  Title:

  	
  Associate Director

  Banking Products

  Services, US

  
				



 


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  CREDIT SUISSE, CAYMAN ISLANDS

  BRANCH

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vanessa Gomez

  
	
   

  	
  Name:

  	
  Vanessa
  Gomez

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nupur Kumar

  
	
   

  	
  Name:

  	
  Nupur Kumar

  
	
   

  	
  Title:

  	
  Associate

  
				



 


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  LEHMAN BROTHERS COMMERCIAL BANK

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Darren S. Lane

  
	
   

  	
  Name:

  	
  Darren
  S. Lane

  
	
   

  	
  Title:

  	
  Operations
  Officer

  
				



 


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  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 Amended and Restated Credit Agreement – Signature
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  KEYBANK N.A.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin Hays

  
	
   

  	
  Name:

  	
  Kevin
  Hays

  
	
   

  	
  Title:

  	
  Director

  
				



 


Second Amendment to Amended and Restated Credit Agreement – Signature
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  MORGAN STANLEY SENIOR FUNDING,

  INC.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Darragh Dempsey

  
	
   

  	
  Name:

  	
  Darragh
  Dempsey

  
	
   

  	
  Title:

  	
  Vice
  President

  
				



 


Second Amendment to Amended and Restated Credit Agreement – Signature
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  NATIXIS

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donovan C. Broussard

  
	
   

  	
  Name:

  	
  Donovan
  C. Broussard

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Liana Tchernysheva

  
	
   

  	
  Name:

  	
  Liana Tchernysheva

  
	
   

  	
  Title:

  	
  Director

  
				



 


Second Amendment to Amended and Restated Credit Agreement – Signature
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  ROYAL BANK OF CANADA

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Don J. McKinnerney

  
	
   

  	
  Name:

  	
  Don
  J. McKinnerney

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  
				



 


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  STERLING BANK

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeff A. Forbis

  
	
   

  	
  Name:

  	
  Jeff
  A. Forbis

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  Sterling Bank

  
				



 


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  UNION BANK OF CALIFORNIA, N.A.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Doug Gale

  
	
   

  	
  Name:

  	
  Doug
  Gale

  
	
   

  	
  Title:

  	
  Vice
  President

  
				



 


Second Amendment to Amended and Restated Credit Agreement – Signature
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  THE BANK OF NOVA SCOTIA

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David G. Mills

  
	
   

  	
  Name:

  	
  David
  G. Mills

  
	
   

  	
  Title:

  	
  Director

  
				



 


Second Amendment to Amended and Restated Credit Agreement – Signature
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  WACHOVIA BANK NATIONAL

  ASSOCIATION

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Pritchett

  
	
   

  	
  Name:

  	
  Paul
  Pritchett

  
	
   

  	
  Title:

  	
  Vice
  President

  
				



 


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  WELLS FARGO BANK, N.A.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tom K. Martin

  
	
   

  	
  Name:

  	
  Tom
  K. Martin

  
	
   

  	
  Title:

  	
  Vice
  President

  
				



 


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  BMO CAPITAL MARKETS FINANCING,

  INC.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James V. Ducote

  
	
   

  	
  Name:

  	
  James
  V. Ducote

  
	
   

  	
  Title:

  	
  Director

  
				



 


Second Amendment to Amended and Restated Credit Agreement – Signature
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  CITIBANK, N.A.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ryan Watson

  
	
   

  	
  Name:

  	
  Ryan
  Watson

  
	
   

  	
  Title:

  	
  V.P.

  
				



 


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  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

  
				



 


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  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

  
				



 


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  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 Amended and Restated Credit Agreement – Signature
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  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daria Mahoney

  
	
   

  	
  Name:

  	
  Daria
  Mahoney

  
	
   

  	
  Title:

  	
  Vice
  President

  
				



 


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  COMERICA BANK

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rebecca L. Wilson

  
	
   

  	
  Name:

  	
  Rebecca
  L. Wilson

  
	
   

  	
  Title:

  	
  Assistant
  Vice President

  
				



 


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  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 Amended and Restated Credit Agreement – Signature
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  BANK OF AMERICA

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey H. Rathkamp

  
	
   

  	
  Name:

  	
  Jeffrey
  H. Rathkamp

  
	
   

  	
  Title:

  	
  Managing
  Director

  
				



 


Second Amendment to Amended and Restated Credit Agreement – Signature
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  SUMITOMO MITSUI BANKING

  CORPORATION

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David A. Buck

  
	
   

  	
  Name:

  	
  David
  A. Buck

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
				



 


Second Amendment to Amended and Restated Credit Agreement – Signature
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  BARCLAYS BANK PLC

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph Gyurindak

  
	
   

  	
  Name:

  	
  Joseph
  gyurindak

  
	
   

  	
  Title:

  	
  Director

  
				



 


Second Amendment to Amended and Restated Credit Agreement – Signature
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