Exhibit








EXHIBIT 10.1


EIGHTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT


This EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of April 16, 2019 (the “Eighth Amendment Effective Date”), is among MARTIN OPERATING PARTNERSHIP L.P., a Delaware limited partnership, as borrower (the “Borrower”), MARTIN MIDSTREAM PARTNERS L.P., a Delaware limited partnership (the “MLP”), the other Loan Parties party hereto, the Lenders (as defined below) party hereto, and ROYAL BANK OF CANADA, as administrative agent (the “Administrative Agent”) and collateral agent for the Lenders and as L/C Issuer and a Lender.
WHEREAS, the Borrower, the MLP, the Administrative Agent, and the lenders party thereto (the “Lenders”) are parties to that certain Third Amended and Restated Credit Agreement dated as of March 28, 2013 (as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of July 12, 2013, that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of May 5, 2014, that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of June 27, 2014, that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of June 23, 2015, that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of April 27, 2016, that certain Sixth Amendment to Third Amended and Restated Credit Agreement dated as of February 21, 2018, that certain Seventh Amendment to Third Amended and Restated Credit Agreement dated as of July 24, 2018, and as may be further renewed, extended, amended, restated or modified from time to time, the “Credit Agreement”);
WHEREAS, the Borrower has requested that the Administrative Agent and Lenders agree to (a) decrease the Aggregate Committed Sum from $664,444,444.46 to $500,000,000.00 and (b) amend the Credit Agreement to reflect the changes set forth below; and
WHEREAS, the Administrative Agent and Lenders party hereto have agreed to such request, subject to the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1.Definitions.  Unless otherwise defined in this Amendment, capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement (as amended by this Amendment).  The interpretive provisions set forth in Section 1.02 of the Credit Agreement shall apply to this Amendment mutatis mutandis.


Section 2.Amendments to Credit Agreement.  In reliance on the representations, warranties, covenants and agreements contained in this Amendment, but subject to the satisfaction of each condition precedent set forth in Section 3 hereof, the Credit Agreement shall be amended effective as of the Eighth Amendment Effective Date in the manner provided in this Section 2.


(a)Amended Definition.  The following definitions contained in Section 1.01 of the Credit Agreement shall be amended and restated in their entirety as follows:


“Aggregate Committed Sum” means, on any date of determination, the sum of all Committed Sums then in effect for all Lenders in respect of the Facility (as the same may 











have been increased, reduced or canceled as provided in the Loan Documents).  The Aggregate Committed Sum on the Eighth Amendment Effective Date is $500,000,000.00.
“Applicable Rate” means, on any date of determination, the percentages per annum set forth on Schedule 1.01(a) hereto with respect to the Type of Credit Extension or commitment fee that corresponds to the Leverage Ratio at such date of determination, as calculated based on the quarterly Compliance Certificate most recently delivered pursuant to Section 6.02(a).
Any increase or decrease in the Applicable Rate resulting from a change in the Leverage Ratio shall become effective as of the date of delivery of such Compliance Certificate pursuant to Section 6.02(a); provided, however, that if no Compliance Certificate is delivered during a fiscal quarter when due in accordance with such Section, then Pricing Level 6 shall apply until the Borrower furnishes the required Compliance Certificate to the Administrative Agent.
The Applicable Rate in effect from the Eighth Amendment Effective Date through the date of adjustment based on the Compliance Certificate delivered in connection with the fiscal quarter ending in June of 2019 shall be Pricing Level 6.
“Consolidated Funded Debt” means, as of any date of determination, for the MLP, the Borrower and the Restricted Subsidiaries on a consolidated basis, an amount equal to (x) the sum of (a) the outstanding principal amount of all obligations and liabilities, whether current or long-term, for borrowed money (including Letters of Credit to the extent drawn and not reimbursed pursuant to Section 2.13(c) and all other Obligations hereunder for borrowed money), (b) Attributable Indebtedness with respect to Capital Leases, (c) Attributable Indebtedness with respect to Synthetic Lease Obligations, and (d) without duplication, all Guaranty Obligations with respect to Indebtedness of the type specified in clauses (a) through (c) above, minus (y) to the extent included in clause (x) above, the aggregate principal amount of any outstanding Inventory Financing Sublimit Borrowing; provided, that (i) notwithstanding the foregoing, at any time following the Qualified Factoring Program Reclassification Date, principal or similar amounts under any Permitted Factoring Transaction shall be included in Consolidated Funded Debt for purposes of determining the Leverage Ratio and Senior Leverage Ratio and (ii) for purpose of clause (y) above, the outstanding Inventory Financing Sublimit Borrowings on the last day of each month shall be deemed to have been reduced by the Inventory Sublimit Prepayment Amount required to be made in the immediately succeeding calendar month pursuant to Section 2.03(f).
“Loan Documents” means this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, each Note, the Master Consent to Assignment, each of the Collateral Documents, the Agent/Arranger Fee Letters, the Engagement Letter, each Committed Loan Notice, each Compliance Certificate, the Guaranties, each Letter of Credit Application and each other agreement, document or instrument executed and delivered by a Loan Party from time to time in connection with this Agreement and the Notes.
“Triggering Disposition” means any Disposition (including sales of stock of Restricted Subsidiaries) (other than a transfer of assets by the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower to the Borrower or to a Restricted Subsidiary that is a Wholly-Owned Subsidiary of the Borrower) with respect to which the Net Cash 











Proceeds realized by any Loan Party for such Disposition, when aggregated with the Net Cash Proceeds from all such other Dispositions by all Loan Parties occurring since the Closing Date, equals or exceeds the Threshold Amount. The portion of the Net Cash Proceeds in excess of the Threshold Amount is herein called the “Reduction Amount.” For purposes of the definition of Triggering Disposition and Section 2.03(b)(i), Dispositions shall not include Dispositions permitted by Section 7.06(a), (b), (g) or (h).
(b)New Definitions.  Section 1.01 of the Credit Agreement and the list of defined terms set forth therein shall be amended to add the following definitions to such Section and the list of defined terms set forth therein in appropriate alphabetical order to read in full as follows:


“Cardinal Sale” means the Disposition of 100% of the equity interests of Cardinal (including the Subsidiaries of Cardinal) or the Disposition by Cardinal, in one or more transactions, of 100% of the equity interests of one or more of its Subsidiaries.
“Cardinal PSA” means one or more purchase and sale agreements (or other comparable agreements) setting forth the terms and conditions of the Cardinal Sale and otherwise acceptable to the Administrative Agent in its reasonable discretion.
“Eighth Amendment” means that certain Eighth Amendment to Third Amended and Restated Credit Agreement dated as of April 16, 2019, by and among the Borrower, the MLP, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the Collateral Agent.
“Eighth Amendment Effective Date” means April 16, 2019.
(c)Deleted Definition.  Section 1.01 of the Credit Agreement and the list of defined terms set forth therein shall be amended to delete the definition of “Increase Effective Date”.


(d)Amendments to Section 2.03(b). 


(i)Section 2.03(b)(i) of the Credit Agreement shall be amended to include the following new subclause (E) immediately after subclause (D) of such Section to read in its entirety as follows:


(E)  Notwithstanding anything to the contrary in clauses (A) and (C) above, an amount equal to the Net Cash Proceeds realized from the closing of the Cardinal Sale shall be applied as a mandatory prepayment in accordance with Section 2.03(b)(ii) below within three (3) Business Days of the receipt thereof by the applicable Loan Party.
(ii)    The final sentence of Section 2.03(b) of the Credit Agreement shall be amended to add to the beginning thereof the phrase “(ii) Application of Mandatory Prepayments.”
(e)Amendment to Section 2.04 of the Credit Agreement. Section 2.04 of the Credit Agreement is hereby amended by replacing the words “Except as set forth in Section 2.14, once” with “Once”.


(f)Amendment to Section 2.14 of the Credit Agreement. Section 2.14 of the Credit Agreement is hereby replaced in its entirety with “[Reserved].”
(g)Amendment to Section 7.06 of the Credit Agreement. Section 7.06 of the Credit Agreement is hereby amended by deleting the word “and” at the end of clause (f) thereof, replacing the period 











at the end of clause (g) thereof with “; and” and inserting a new clause (h) immediately thereafter to read in its entirety as follows:


(h)    the Cardinal Sale so long as (i) 100% of the purchase price thereof is paid in cash, (ii) no Default or Event of Default exists prior to or immediately after giving effect to such Disposition, (iii) such Disposition is for fair market value on arm’s length terms, (iv) the Net Cash Proceeds realized from the Cardinal Sale are applied as a prepayment in accordance with Section 2.03(b)(i)(E) and (v) the Cardinal Sale is completed no later than September 30, 2019 in accordance with the Cardinal PSA without giving effect to any modifications, waivers or changes thereto that are materially adverse to the Administrative Agent or the Lenders.
(h)Amendment to Section 7.14(b) of the Credit Agreement. Section 7.14(b) of the Credit Agreement shall be amended and restated in its entirety to read as follows:


(b)  Leverage Ratio.  Permit the Leverage Ratio as of the end of any fiscal quarter to be greater than:
(i)  with respect to the fiscal quarter ended June 30, 2018, 5.75 to 1.00;
(ii) with respect to the fiscal quarters ending in September and December of 2018, 5.25 to 1.00; 
(iii) with respect to the fiscal quarter ending in March of 2019, 5.85 to 1.00;
(iv) with respect to the fiscal quarter ending in June of 2019, 5.85 to 1.00, unless the Cardinal Sale has occurred in such fiscal quarter, in which case the Leverage Ratio shall not be greater than 5.50 to 1.00 for such fiscal quarter;
(v) with respect to the fiscal quarter ending in September of 2019, 5.50 to 1.00; and
(vi)      with respect to each fiscal quarter ending thereafter, 5.25 to 1.00, except that commencing with the fiscal quarter ending in March of 2020, the Borrower may elect a maximum Leverage Ratio of 5.50 to 1.00 for the last day of the fiscal quarter in which an Acquisition or an acquisition of the equity interests of one or more new Restricted Subsidiaries has occurred and for the two fiscal quarters immediately following such acquisition (the “Acquisition Step-up Election”); provided that (A) such acquisition shall have a purchase price of at least $50,000,000, (B) any Restricted Subsidiary acquired in connection with such acquisition shall remain designated as a Restricted Subsidiary at all times during the effectiveness of the Acquisition Step-up Election and (C) after the conclusion of the applicable time period for any Acquisition Step-up Election, the Borrower must wait at least one full fiscal quarter before making another Acquisition Step-up Election.
(i)Replacement of Schedule 1.01(a) to the Credit Agreement. Schedule 1.01(a) to the Credit Agreement shall be replaced in its entirety with Annex I attached hereto.


(j)Replacement of Schedule 2.01 to the Credit Agreement. Schedule 2.01 to the Credit Agreement shall be replaced in its entirety with Annex II attached hereto, which reflects, as of the Eighth Amendment Effective Date, the Lenders, the Pro Rata Share and the Committed Sum of each Lender. To the 











extent the foregoing reduction in the Committed Sum of any Lender results in the Outstanding Amount of such Lender’s Committed Loans and L/C Obligations exceeding such Lender’s Committed Sum, the Borrower shall prepay such excess in the same manner contemplated by Section 2.03(c) of the Credit Agreement.


Section 3.Conditions of Effectiveness.  This Amendment shall not be effective until the date each of the following conditions precedent has been satisfied:


(a)the Administrative Agent has received a counterpart of this Amendment (which may be by telecopy or other electronic transmission) executed by the Borrower, the MLP, the other Loan Parties, the Administrative Agent, and the Required Lenders;


(b)the Administrative Agent has received an amended and restated promissory note payable to each Lender that has previously requested a promissory note, as applicable, or that is requesting a promissory note pursuant to Section 2.09(a) of the Credit Agreement in the amount of such Lender’s Commitment as indicated on Schedule 2.01 to the Credit Agreement (as amended hereby); provided that each such Lender receiving a replacement promissory note hereby agrees to return its existing original promissory note to the Borrower promptly after receiving such replacement promissory note;


(c)the Administrative Agent has received a certificate signed by a Responsible Officer of the Borrower certifying that (i) the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects on and as of such date (unless such representations and warranties specifically refer 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), (ii) no Default or Event of Default has occurred and is continuing under the Credit Agreement as of such date, (iii) since December 31, 2018, there has been no event or circumstance that has or could reasonably be expected to have a Material Adverse Effect, (iv) there is no litigation, investigation or proceeding known to and affecting the Borrower or any affiliate for which the Borrower is required to give notice under the Credit Agreement, and (v) no action, suit, investigation or proceeding is pending or, to the knowledge of such officer, threatened in any court or before any arbitrator or Governmental Authority by or against the Borrower, any Guarantor, the MLP’s general partner, or any of their respective properties that could reasonably be expected to have a Material Adverse Effect; 


(d)the Borrower has paid (i) an amendment fee to the Administrative Agent (for the benefit of each Lender party hereto) in an aggregate amount equal to 0.05% of each such Lender’s Commitment as of the Eighth Amendment Effective Date (after giving effect to this Amendment) and (ii) the Administrative Agent’s reasonable legal fees and expenses to the extent invoiced at least one (1) Business Day prior to the Eighth Amendment Effective Date; and


(e)the Administrative Agent has received such other documents as may be reasonably required by the Administrative Agent.


The Administrative Agent agrees that it will, upon the satisfaction of the conditions contained in this Section 3, promptly provide notice to the Borrower and the Lenders of the effectiveness of this Amendment.
Section 4.Representations and Warranties.  In order to induce the Administrative Agent and the Lenders to enter into this Amendment, each Loan Party represents and warrants to the Administrative Agent and to each Lender that:













(a)This Amendment, the Credit Agreement as amended hereby, and each other Loan Document have been duly authorized, executed, and delivered by the Borrower and the applicable Loan Parties and constitute their legal, valid, and binding obligations enforceable in accordance with their respective terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, and similar laws affecting creditors’ rights generally and to general principles of equity);


(b)The representations and warranties set forth in Article V of the Credit Agreement and in the Collateral Documents are true and correct in all material respects on and as of the Eighth Amendment Effective Date, after giving effect to this Amendment, as if made on and as of the Eighth Amendment Effective Date, except to the extent such representations and warranties relate solely 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);


(c)As of the date hereof, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing or would result immediately after giving effect to this Amendment and the transactions contemplated hereby; and


(d)No Loan Party has any defense to payment, counterclaim or rights of set-off with respect to the Obligations on the date hereof, either immediately before or immediately after giving effect to this Amendment.


Section 5.Effect of Amendment.


(a)This Amendment (i) except as expressly provided herein, shall not be deemed to be a consent to the modification or waiver of any other term or condition of the Credit Agreement or of any of the instruments or agreements referred to therein, and (ii) shall not prejudice any right or rights which the Administrative Agent, the Collateral Agent, or the Lenders may now or hereafter have under or in connection with the Credit Agreement, as amended hereby.  Except as otherwise expressly provided by this Amendment, all of the terms, conditions and provisions of the Credit Agreement shall remain the same.  It is declared and agreed by each of the parties hereto that the Credit Agreement, as amended hereby, shall continue in full force and effect, and that this Amendment and such Credit Agreement shall be read and construed as one instrument.


(b)Each of the undersigned Guarantors is executing this Amendment in order to evidence that it hereby consents to and accepts the terms and conditions of this Amendment and the transactions contemplated hereby, agrees to be bound by the terms and conditions hereof, and ratifies and confirms that each Guaranty and each of the other Loan Documents to which it is a party is, and shall remain, in full force and effect after giving effect to this Amendment.  The Borrower and each of the other Loan Parties hereby confirms and agrees that all Liens and other security now or hereafter held by the Collateral Agent for the benefit of the Lenders as security for payment of the Obligations are the legal, valid, and binding obligations of the Borrower and the other Loan Parties, remain in full force and effect, are unimpaired by this Amendment, and are hereby ratified and confirmed as security for payment of the Obligations.


(c)No failure or delay on the part of the Administrative Agent or the Lenders to exercise any right or remedy under the Credit Agreement, any other Loan Document or applicable law shall operate as a waiver thereof, nor shall any single partial exercise of any right or remedy preclude any other or further exercise of any right or remedy, all of which are cumulative and may be exercised without notice except to the extent notice is expressly required (and has not been waived) under the Credit Agreement, the other Loan Documents and applicable law.













(d)Upon and after the execution of this Amendment by each of the parties hereto, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.


Section 6.Miscellaneous.  This Amendment shall for all purposes be construed in accordance with and governed by the laws of the State of New York and applicable federal law.  The captions in this Amendment are for convenience of reference only and shall not define or limit the provisions hereof.  This Amendment may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one instrument.  In proving this Amendment, it shall not be necessary to produce or account for more than one such counterpart.  Delivery of an executed counterpart of this Amendment by telecopier or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment.


Section 7.Entire Agreement.  THIS AMENDMENT, THE CREDIT AGREEMENT (AS AMENDED HEREBY) AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


Remainder of Page Intentionally Blank.
Signature Pages to Follow.













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 date and year first above written.
MARTIN OPERATING PARTNERSHIP L.P., 
a Delaware limited partnership
By:    MARTIN OPERATING GP LLC,
its General Partner


By:    MARTIN MIDSTREAM PARTNERS L.P.,
its Sole Member


By:    MARTIN MIDSTREAM GP LLC,
its General Partner




By:    /s/ Robert D. Bondurant            
Name:Robert D. Bondurant
Title:    Executive Vice President, Treasurer and
Chief Financial Officer













MARTIN MIDSTREAM PARTNERS L.P.,
a Delaware limited partnership,
as a Guarantor


By:    MARTIN MIDSTREAM GP LLC,
its General Partner


By:    /s/ Robert D. Bondurant            
Name:    Robert D. Bondurant,
Title:    Executive Vice President, Treasurer 
and Chief Financial Officer













MARTIN OPERATING GP LLC, 
a Delaware limited liability company,
as a Guarantor


By:    MARTIN MIDSTREAM PARTNERS L.P.,
its Sole Member
By:    MARTIN MIDSTREAM GP LLC,
its General Partner


By:    /s/ Robert D. Bondurant            
Name:    Robert D. Bondurant,
Title:    Executive Vice President, Treasurer and   
Chief Financial Officer













MARTIN MIDSTREAM FINANCE CORP.,
a Delaware corporation,
as a Guarantor


By:    /s/ Robert D. Bondurant            
Name:    Robert D. Bondurant,
Title:    Executive Vice President and   
Chief Financial Officer















TALEN’S MARINE & FUEL, LLC,
a Louisiana limited liability company,
as a Guarantor


By:    /s/ Robert D. Bondurant            
Name:    Robert D. Bondurant,
Title:    Executive Vice President, Treasurer and   
Chief Financial Officer















CARDINAL GAS STORAGE PARTNERS LLC,
a Delaware limited liability company,
as a Guarantor




By:    /s/ Robert D. Bondurant            
Name:    Robert D. Bondurant
Title:    Executive Vice President















PERRYVILLE GAS STORAGE LLC, 
a Delaware limited liability company,
as a Guarantor




By:    /s/ Robert D. Bondurant            
Name:    Robert D. Bondurant
Title:    Executive Vice President















ARCADIA GAS STORAGE, LLC, 
a Texas limited liability company,
as a Guarantor




By:    /s/ Robert D. Bondurant            
Name:    Robert D. Bondurant
Title:    Executive Vice President















CADEVILLE GAS STORAGE LLC, 
a Delaware limited liability company,
as a Guarantor




By:    /s/ Robert D. Bondurant            
Name:    Robert D. Bondurant
Title:    Executive Vice President















MONROE GAS STORAGE COMPANY, LLC, 
a Delaware limited liability company,
as a Guarantor




By:    /s/ Robert D. Bondurant            
Name:    Robert D. Bondurant
Title:    Executive Vice President













MARTIN TRANSPORT, INC., 
a Texas corporation,
as a Guarantor




By:    /s/ Robert D. Bondurant            
Name:    Robert D. Bondurant
Title:    Executive Vice President and Chief  
Financial Officer













ROYAL BANK OF CANADA,
as Administrative Agent and Collateral Agent


By:    /s/ Rodica Dutka           
Name:    Rodica Dutka
Title:    Manager, Agency













ROYAL BANK OF CANADA,
as a Lender and as L/C Issuer


By:    /s/ Jason S. York            
Name:  Jason S. York
Title:   Authorized Signatory

















Wells Fargo Bank, N.A.,
as Syndication Agent and a Lender


By:    /s/ Brandon Kast          
Name:    Brandon Kast
Title:    Director



















ABN AMRO CAPITAL USA LLC,
as Co-Documentation Agent and a Lender


By:    /s/ Darrel Holley                
Name:    Darrell Holley
Title:    Managing Director




By:    /s/ Brody Summerall          
Name:    Brody Summerall
Title:    Vice President

















REGIONS BANK,
as Co-Documentation Agent and a Lender


By:    /s/ David Valentine               
Name:    David Valentine
Title:    Managing Director











BNP PARIBAS,
as a Lender


By:    /s/ Redi Meshi                   
Name:    Redi Meshi
Title:    Vice President




By:     /s/ Zachary Kasier            
Name:    Zachary Kaiser
Title:    Vice President



















CAPITAL ONE, NATIONAL ASSOCIATION,
as a Lender


By:    /s/ Christopher Kuna            
Name:    Christopher Kuna
Title:    Director















DEUTSCHE BANK AG NEW YORK BRANCH,
as a Lender


By:    /s/ Shai Bander            
Name:  Shai Bander
Title:    Director




By:    /s/ My Nguyen             
Name:    My Nguyen
Title:     Analyst



















NATIXIS, NEW YORK BRANCH,
as a Lender


By:    /s/ Carlos Quinteros               
Name:    Carlos Quinteros
Title:    Managing Director




By:    /s/ Brian O'Keefe               
Name: Brian O'Keefe
Title:    Vice President













SUNTRUST BANK,
as a Lender


By:    /s/ Carmen Malizia            
Name:    Carmen Malizia
Title:    Director
    













BANK OF AMERICA, N.A.,
as a Lender


By:    /s/ Jameson Burke            
Name:    Jameson Burke
Title:    Senior Vice President













BRANCH BANKING AND TRUST COMPANY,
as a Lender


By:    /s/ Lincoln LaCour            
Name:    Lincoln LaCour
Title:    Vice President















COMPASS BANK,
as a Lender


By:    /s/ Jay S. Tweed             
Name:    Jay S. Tweed
Title:    Senior Vice President













COMERICA BANK,
as a Lender


By:    /s/ Jessica Burgess            
Name:    Jessica Burgess
Title:    Vice President













CADENCE BANK, N.A.,
as a Lender


By:    /s/ David Anderson             
Name:    David Anderson
Title:    Senior Vice President















SUMITOMO MITSUI BANKING CORPORATION,
as a Lender


By:    /s/ Katsuyuki Kubo            
Name:    Katsuyuki Kubo
Title:    Managing Director















GOLDMAN SACHS Bank USA,
as a Lender


By:    /s/ Jamie Minieri            
Name:    Jamie Minieri
Title:    Authorized Signatory



















RAYMOND JAMES BANK, N.A.,
as a Lender


By:    /s/ John Harris                
Name:    John Harris
Title:    Managing Director













Annex I
SCHEDULE 1.01(a)
APPLICABLE RATE
	
					
	Pricing Level
	Leverage Ratio
	Applicable Rate for Eurodollar Rate Loans/Letter of Credit Fees
(bps)
	Applicable Rate for Base Rate Loans
(bps)
	Commitment Fee (bps)

	1
	< 3.00x
	200
	100
	30

	2
	3  3.00x but < 3.50x
	225
	125
	37.5

	3
	3  3.50x but < 4.00x
	250
	150
	37.5

	4
	3 4.00x but < 4.50x
	275
	175
	50

	5
	3 4.50x but < 5.00x
	300
	200
	50

	6
	3  5.00x
	325
	225
	50

















Annex II
SCHEDULE 2.01
COMMITTED SUMS
	
			
	Lender
	Committed Sum
	Pro Rata Share

	Royal Bank of Canada
	$37,625,418.06
	7.52508361%

	Wells Fargo Bank, N.A.
	$37,625,418.06
	7.52508361%

	ABN AMRO Capital USA LLC
	$37,625,418.06
	7.52508361%

	Regions Bank
	$37,625,418.06
	7.52508361%

	BNP Paribas
	$30,100,334.45
	6.02006689%

	Capital One, National Association
	$30,100,334.45
	6.02006689%

	Deutsche Bank AG New York Branch
	$30,100,334.45
	6.02006689%

	Natixis
	$30,100,334.45
	6.02006689%

	SunTrust Bank
	$30,100,334.45
	6.02006689%

	Bank of America, N.A.
	$26,337,792.64
	5.26755853%

	Branch Banking and Trust Company
	$26,337,792.64
	5.26755853%

	Compass Bank
	$26,337,792.64
	5.26755853%

	Comerica Bank
	$26,337,792.64
	5.26755853%

	Cadence Bank, N.A.
	$20,484,949.84
	4.09698997%

	Sumitomo Mitsui Banking Corporation
	$20,484,949.84
	4.09698997%

	Goldman Sachs Bank USA
	$18,812,709.03
	3.76254181%

	PNC Bank, National Association
	$18,812,709.03
	3.76254181%

	Raymond James Bank, N.A.
	$15,050,167.21
	3.01003344%

	Total:
	$500,000,000.00 
	100.00000000%