exv10w1






Exhibit 10.1





EXECUTION COPY



SIXTH AMENDMENT TO SECOND AMENDED

AND RESTATED CREDIT AGREEMENT




     This SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Sixth Amendment”)
is entered into as of March 26, 2010, 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”), MARTIN OPERATING GP LLC, a Delaware limited liability company, PRISM GAS
SYSTEMS I, L.P., a Texas limited partnership, PRISM GAS SYSTEMS GP, L.L.C., a Texas limited
liability company, PRISM GULF COAST SYSTEMS, L.L.C., a Texas limited liability company, MCLEOD GAS
GATHERING AND PROCESSING COMPANY, L.L.C., a Louisiana limited liability company, WOODLAWN PIPELINE
CO., INC., a Texas corporation, and PRISM LIQUIDS PIPELINE LLC, a Texas limited liability company,
as guarantors, the financial institutions party hereto (collectively, the “Lenders”), and ROYAL
BANK OF CANADA, as administrative agent (the “Administrative Agent”) and collateral agent for the
Lenders, L/C Issuer and a Lender.



     WHEREAS, the Borrower, the MLP, the Administrative Agent, and the Lenders are parties to that
certain Second Amended and Restated Credit Agreement dated as of November 10, 2005, as amended by
that certain First Amendment to Second Amended and Restated Credit Agreement dated as of June 30,
2006, that certain Second Amendment to Second Amended and Restated Credit Agreement dated as of
December 28, 2007, that certain Third Amendment to Second Amended and Restated Credit Agreement
dated as of September 24, 2008, that certain Fourth Amendment to Second Amended and Restated Credit
Agreement dated as of December 21, 2009 (the “Fourth Amendment”), and that certain Fifth Amendment
to Second Amended and Restated Credit Agreement dated as of January 14, 2010 (as amended, and as
further renewed, extended, amended or restated, the “Credit Agreement”); and



     WHEREAS, the Borrower has requested that the Credit Agreement be amended and modified as
described herein, and the Administrative Agent and the Lenders party hereto are willing to permit
such amendment and modification, subject to the terms and conditions hereinafter set forth.



     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 Sixth Amendment, terms used
in this Sixth Amendment that are defined in the Credit Agreement shall have the meanings assigned
to such terms in the Credit Agreement. The interpretive provisions set forth in Section 1.02 of
the Credit Agreement shall apply to this Sixth Amendment.



     SECTION 2. Amendments to the Credit Agreement. Subject to satisfaction of the
conditions precedent set forth in Section 3 of this Sixth Amendment, the Credit Agreement is
amended as follows:



     (a) The reference to “November 9, 2012” in the definition of “Stated Maturity Date” in Section
1.01 of the Credit Agreement (Defined Terms) is replaced with “March 15, 2013”.



     (b) Section 2.06 of the Credit Agreement (Repayment of Loans) is amended in its entirety to
read as follows:




     “Section 2.06 The Borrower shall repay to the Revolver Lenders on the Maturity
Date the aggregate principal amount of all Committed Revolver Loans outstanding on
such date.”



 









 





     (c) Section 2.16 of the Credit Agreement (Increase in Revolver Commitment) is amended in its
entirety to read as follows:




     “Section 2.16 [Reserved].”



     (d) Clause (a)(ix)(C) of Section 7.02 of the Credit Agreement (Investments and Acquisitions)
is amended by replacing “$25,000,000” therein with “$40,000,000”.



     (e) Clause (b) of Section 7.02 of the Credit Agreement (Investments and Acquisitions) is
amended in its entirety to read as follows:




     “(b) make any Acquisition, or acquisition of the capital stock or securities of
another Person, unless: (i) the purchase price therefor does not exceed $75,000,000;
(ii) the Leverage Ratio as of the last day of the most recent fiscal quarter for
which financial statements are available, after giving pro forma effect thereto in
accordance with Section 7.15(e), is less than or equal to 4.25 to 1.00, (iii) the
Senior Leverage Ratio as of the last day of the most recent fiscal quarter for which
financial statements are available, after giving pro forma effect thereto in
accordance with Section 7.15(e), is less than or equal to 2.50 to 1.00, (iv) after
giving pro forma effect thereto in accordance with Section 7.15(e), the Borrower can
borrow at least $40,000,000 under the Revolver Facility in compliance with (A)
Section 4.02 of the Credit Agreement and (B) the financial covenants in Section 7.15
of the Credit Agreement tested as of the last day of the most recent fiscal quarter
for which financial statements are available, and (v) if any such Acquisition or
Investment results in the ownership of assets located outside the United States or
equity interests in any Person that is not a Domestic Person, (A) such Acquisition
or Investment constitutes a Foreign Investment, and (B) the aggregate amount of all
Foreign Investments does not exceed $30,000,000; or”



     (f) Clause (b) of Section 7.15 of the Credit Agreement (Financial Covenants) is amended 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 4.50 to 1.00.”



     (g) Clause (c) of Section 7.15 of the Credit Agreement (Financial Covenants) is amended in its
entirety to read as follows:




     “(c) Senior Leverage Ratio. Permit the Senior Leverage Ratio as of the
end of any fiscal quarter to be greater than 2.75 to 1.00.”



     (h) Section 7.16 of the Credit Agreement (Capital Expenditures) is amended in its entirety to
read as follows:




     “Section 7.16 [Reserved].”



     (i) Schedule 1.01(a) to the Credit Agreement (Applicable Rate) is hereby amended in its
entirety to read as set forth on Annex A attached hereto.



     SECTION 3. Conditions of Effectiveness. This Sixth Amendment shall not be effective
until the date (the “Sixth Amendment Effective Date”) each of the following conditions precedent
has been satisfied in full:



2









 





     (a) receipt by the Administrative Agent of such evidence as the Administrative Agent and Wells
Fargo Securities LLC and RBC Capital Markets (collectively, the “Arrangers”) may reasonably require
to verify that (i) the MLP has issued at least $200,000,000 in senior unsecured Indebtedness in
compliance with Section 7.04(d) of the Credit Agreement (the “Unsecured Debt Issuance”), and (ii)
after giving effect to the conversion reflected in Section 4 hereof, the Borrower has prepaid
Committed Revolver Loans as required by Section 2.04(b)(ii) of the Credit Agreement and,
notwithstanding anything to the contrary required by Section 2.04 of the Credit Agreement, the
Borrower has reduced the Revolver Commitment in an amount equal to the sum of (A) $75,000,000 and
(B) the product of (1) 0.25 and (2) the amount of the Unsecured Debt Issuance in excess of
$200,000,000; provided, that in no event shall the Aggregate Committed Sum be reduced below
$250,000,000 in connection with the Unsecured Debt Issuance.



     (b) receipt by the Administrative Agent of a counterpart of this Sixth Amendment executed by
each of the parties hereto (which may be by telecopy or electronic transmission);



     (c) delivery of certified copies of authorizing resolutions for the Borrower and each
Guarantor as the Administrative Agent may require;



     (d) 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 as of such date, (iii) since December 31, 2009, there has
occurred no material adverse change in the business, assets, liabilities (actual or contingent),
operations, or condition (financial or otherwise) of the MLP General Partner, the MLP, the Borrower
General Partner or the Borrower and its subsidiaries, taken as a whole, (iv) there is no
litigation, investigation or proceeding known to and affecting the Borrower or any Borrower
Affiliate for which the Borrower is required to give notice pursuant to Section 6.03(c) of the
Credit Agreement (or, if there is any such litigation, investigation or proceeding, then a notice
containing the information required by Section 6.03(c) of the Credit Agreement shall be given
concurrently with the delivery of the certificate given pursuant to this clause (d)), and (v) no
action, suit, investigation or proceeding is pending or threatened in any court or before any
arbitrator or Governmental Authority by or against the Borrower, any Guarantor, the MLP General
Partner, or any of their respective properties that (A) could reasonably be expected to materially
and adversely affect the Borrower or any Guarantor, or (B) seeks to affect or pertains to any
transaction contemplated hereby that could reasonably be expected to have a Material Adverse Effect
or that seeks to affect or pertains to the ability of the Borrower or any Guarantor to perform its
obligations under the Loan Documents;



     (e) payment of (i) fees to the Administrative Agent, for the benefit of each Lender executing
this Sixth Amendment by 12:00 p.m. Central Time on March 12, 2010, in the amount separately agreed
to by the Borrower and indicated by written notice from the Administrative Agent to the Lenders,
and (ii) Attorney Costs of the Administrative Agent;



     (f) opinion from Baker Botts L.L.P., counsel to each Loan Party, in form and substance
satisfactory to the Administrative Agent and the Arrangers; and



     (g) such other documents as may be reasonably required by the Administrative Agent or the
Arrangers.



3









 





     SECTION 4. Conversion of Committed Term Loans. On the Sixth Amendment Effective Date,
all Committed Term Loans then outstanding shall convert to Committed Revolver Loans, each Term
Lender shall be deemed to be a Revolver Lender, and Schedule 2.01 shall be deemed amended to
reflect such conversion. After giving effect to such conversion, the Borrower shall prepay any
Committed Revolver Loans outstanding under the Revolver Facility (and pay any amounts required
pursuant to Section 3.05 of the Credit Agreement) to the extent necessary to keep Committed
Revolver Loans ratable with any revised Pro Rata Shares.



     SECTION 5. Title Matters. The Title Deadline Date referenced in Section 5 of the
Fourth Amendment shall be extended to April 2, 2010, or such later date as may be agreed to by the
Administrative Agent in its reasonable discretion.



     SECTION 6. Representations and Warranties. In order to induce the Administrative
Agent and the Lenders to enter into this Sixth Amendment, the Borrower represents and warrants to
the Administrative Agent and to each Lender that:



     (a) This Sixth Amendment, the Credit Agreement as amended hereby, and each 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 Sixth
Amendment Effective Date, after giving effect to this Sixth Amendment, as if made on and as of the
Sixth Amendment Effective Date, except to the extent such representations and warranties relate
solely to an earlier date.



     (c) As of the date hereof, at the time of and after giving effect to this Sixth Amendment, no
Default or Event of Default has occurred and is continuing.



     (d) No approval, consent, exemption, authorization, or other action by, or notice to, or
filing with, any Governmental Authority is necessary or required in connection with the execution,
delivery, or performance by the Borrower or any Loan Party of its obligations hereunder. This
Sixth Amendment has been duly authorized by the Borrower and each Loan Party party hereto by all
necessary corporate, partnership, or limited liability company action, as applicable. The
execution, delivery and performance of this Sixth Amendment and the documents and transactions
contemplated hereby do not and will not (a) contravene the terms of the Borrower’s or any other
Loan Party’s Organization Documents, (b) conflict with or result in any breach or contravention of,
or result in creation of any Lien (other than Liens in favor of the Collateral Agent) under, any
document evidencing any material Contractual Obligation to which the Borrower or any other Loan
Party is a party or any order, injunction, writ or decree of any Governmental Authority to which
the Borrower or any other Loan Party is subject, or (c) violate any Law applicable to any Loan
Party.



     SECTION 7. Effect of Amendment.



     (a) This Sixth 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 by this Sixth Amendment. Except
as otherwise



4









 




expressly provided by this Sixth 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 Sixth Amendment and such Credit Agreement shall be read and construed as one instrument.




     (b) Each of the undersigned Guarantors hereby consents to and accepts the terms and conditions
of this Sixth Amendment and the transactions contemplated thereby, agrees to be bound by the terms
and conditions thereof, 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 Sixth Amendment. The Borrower and each of the other Loan Parties hereby confirm and agree
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 Loan Parties, remain in full force and effect, are unimpaired
by this Sixth Amendment, and are hereby ratified and confirmed as security for payment of the
Obligations.



     SECTION 8. Miscellaneous. This Sixth 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 Sixth Amendment are for convenience of reference only and shall not define or
limit the provisions hereof. This Sixth 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 Sixth Amendment, it shall not be necessary to produce
or account for more than one such counterpart. Delivery of an executed counterpart of this Sixth
Amendment by telecopier or other electronic means shall be effective as delivery of a manually
executed counterpart of this Sixth Amendment.



     SECTION 9. Entire Agreement. THE CREDIT AGREEMENT (AS AMENDED BY THIS SIXTH
AMENDMENT) 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.



     SECTION 10. Additional Further Assurances. The parties hereto each agree to execute
from time to time such further documents as may be necessary to implement the terms of this Sixth
Amendment.



Remainder of Page Intentionally Blank. Signature Pages to Follow.







5









 








     IN WITNESS WHEREOF, the parties hereto have caused this Sixth 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.,

as Borrower

 	 
	 	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
 	 
	 	 	Robert D. Bondurant 	 
	 	 	Executive Vice President and Chief
Financial Officer 	 
	 



[SIGNATURE PAGE TO THE SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	MARTIN MIDSTREAM PARTNERS L.P.,

as a Guarantor

 	 
	 	By:  	MARTIN MIDSTREAM GP LLC,
its General Partner
 	 
	 	 	 
	 	By:  	/s/ Robert D. Bondurant
 	 
	 	 	Robert D. Bondurant 	 
	 	 	Executive Vice President and Chief

Financial Officer 	 
	 



[SIGNATURE PAGE TO THE SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	MARTIN OPERATING GP LLC,

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
 	 
	 	 	Robert D. Bondurant 	 
	 	 	Executive Vice President and Chief

Financial Officer 	 
	 



[SIGNATURE PAGE TO THE SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	PRISM GAS SYSTEMS I, L.P., as a Guarantor

 	 
	 	By:  	           Prism Gas Systems GP, L.L.C.,
its General Partner
 	 
	 	 	 
	 	By:  	 /s/ Robert D. Bondurant
 	 
	 	 	Robert D. Bondurant 	 
	 	 	Treasurer 	 
	 
	 	PRISM GAS SYSTEMS GP, L.L.C., as a Guarantor

 	 
	 	By:  	/s/ Robert D. Bondurant	 
	 	 	Robert D. Bondurant 	 
	 	 	Treasurer 	 
	 



[SIGNATURE PAGE TO THE SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT]







 









 








	 	 	 	 	 
	 	PRISM GULF COAST SYSTEMS, L.L.C., 
as a Guarantor
 	 
	 	By:  	/s/ Robert D. Bondurant	 
	 	 	Robert D. Bondurant 	 
	 	 	Treasurer 	 
	 



[SIGNATURE PAGE TO THE SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT]





 









 








	 	 	 	 	 
	 	MCLEOD GAS GATHERING AND PROCESSING

COMPANY, L.L.C., as a Guarantor

 	 
	 	By:  	/s/
Ruben S. Martin 	 
	 	 	Ruben S. Martin 	 
	 	 	Sole Manager 	 
	 



[SIGNATURE PAGE TO THE SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT]







 









 








	 	 	 	 	 
	 	WOODLAWN PIPELINE CO., INC.,

as a Guarantor

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



[SIGNATURE PAGE TO THE SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	PRISM LIQUIDS PIPELINE, LLC,

as a Guarantor

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



[SIGNATURE PAGE TO THE SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	ROYAL BANK OF CANADA, as Administrative Agent and
Collateral Agent

 	 
	 	By:  	/s/
Ann
Hurley	 
	 	 	Name:  	Ann
Hurley 	 
	 	 	Title:  	Manager,
Agency 	 
	 



[SIGNATURE PAGE TO THE SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT]





 











 





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

Issuer

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



[SIGNATURE PAGE TO THE SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT]





 









 






	 	 	 	 	 
	 	WELLS FARGO BANK, N.A., as Syndication Agent and

a Lender

 	 
	 	By:  	/s/
Thomas E. Stelmar Jr.	 
	 	 	Name:  	Thomas E. Stelmar Jr. 	 
	 	 	Title:  	AVP
/ Portfolio Manager	 





[SIGNATURE PAGE TO THE SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT]





 









 






	 	 	 	 	 
	 	COMERICA BANK, as Co-Documentation Agent and a

Lender

 	 
	 	By:  	/s/
Brian Enzler	 
	 	 	Name:  	Brian Enzler	 
	 	 	Title:  	Assistant
Vice President	 


[SIGNATURE PAGE TO THE SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT]




 









 






	 	 	 	 	 
	 	COMPASS BANK, as a Lender

 	 
	 	By:  	/s/
Frank Carvelli	 
	 	 	Name:  	Frank Carvelli	 
	 	 	Title:  	Vice
President	 


[SIGNATURE PAGE TO THE SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT]




 









 






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

 	 
	 	By:  	/s/ Julie Castano 	 
	 	 	Name:  	Julie Castano 	 
	 	 	Title:  	Vice President	 


[SIGNATURE PAGE TO THE SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT]




 









 






	 	 	 	 	 
	 	CATERPILLAR FINANCIAL SERVICES



CORPORATION, as a Lender

 	 
	 	By:  	/s/ Michael M. Ward 	 
	 	 	Name:  	Michael M. Ward 	 
	 	 	Title:  	Credit & Operations Manager Syndications 	 


[SIGNATURE PAGE TO THE SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT]




 









 






	 	 	 	 	 
	 	SUNTRUST BANK, as a Lender

 	 
	 	By:  	/s/ David Simpson 	 
	 	 	Name:  	David Simpson 	 
	 	 	Title:  	Vice President	 


[SIGNATURE PAGE TO THE SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT]




 









 






	 	 	 	 	 
	 	UBS LOAN FINANCE, LLC, as a Lender

 	 
	 	By:  	/s/ Irja R. Otsa 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 



	 	 	 	 	 
	 	By:  	/s/ Mary E. Evans 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director	 



[SIGNATURE PAGE TO THE SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT]




 









 






	 	 	 	 	 
	 	NATIXIS, as a Lender

 	 
	 	By:  	/s/ Louis P. Laville, II 	 
	 	 	Name:  	Louis P. Laville, II 	 
	 	 	Title:  	Managing Director	 



	 	 	 	 	 
	 	By:  	/s/ Daniel Payer 	 
	 	 	Name:  	Daniel Payer 	 
	 	 	Title:  	Director 	 



[SIGNATURE PAGE TO THE SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT]




 









 






	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Thomas E. Stelmar, Jr.	 
	 	 	Name:  	Thomas E. Stelmar, Jr.	 
	 	 	Title:  	AVP / Portfolio Manager 	 


[SIGNATURE PAGE TO THE SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT]




 









 






	 	 	 	 	 
	 	REGIONS BANK, as a Lender

 	 
	 	By:  	/s/
Randy Peterson
	 
	 	 	Name:  	Randy Peterson 	 
	 	 	Title:  	Senior
Vice President	 


[SIGNATURE PAGE TO THE SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT]




 









 






	 	 	 	 	 
	 	RAYMOND JAMES BANK, FSB, as a Lender

 	 
	 	By:  	/s/
Garrett McKinnon	 
	 	 	Name:  	Garrett McKinnon	 
	 	 	Title:  	Senior
VP	 


[SIGNATURE PAGE TO THE SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT]




 









 






	 	 	 	 	 
	 	COMPASS BANK, as successor in interest to

Guaranty Bank, as a Lender

 	 
	 	By:  	/s/
Frank Carvelli	 
	 	 	Name:  	Frank Carvelli	 
	 	 	Title:  	Vice
President	 


[SIGNATURE PAGE TO THE SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT]




 









 






	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC, as a Lender

 	 
	 	By:  	/s/
Stuart Gibson	 
	 	 	Name:  	Stuart Gibson	 
	 	 	Title:  	Senior
Vice President 	 


[SIGNATURE PAGE TO THE SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT]




 









 






	 	 	 	 	 



ANNEX A




SCHEDULE 1.01(A)




APPLICABLE RATE




Committed Revolver Loans




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Applicable Rate	 	 
	 	 	 	 	 	 	 	 	 	 	for Letters of	 	 
	 	 	 	 	 	 	 	 	 	 	Credit and	 	Applicable Rate
	 	 	 	 	 	 	 	 	 	 	Eurodollar Rate	 	for Base Rate
	Pricing	 	 	 	Commitment fee	 	Loans	 	Loans
	Level	 	Leverage Ratio	 	(bps)	 	(bps)	 	(bps)
	 	1	 	 	Less than 2.75:1.00

	 	 	50.0	 	 	 	300.0	 	 	 	200.0	 
	 	2	 	 	Greater than or
equal to 
2.75:1.00
but less than

3.00:1.00

	 	 	50.0	 	 	 	325.0	 	 	 	225.0	 
	 	3	 	 	Greater than or
equal to 
3.00:1.00
but less than 

3.50:1.00

	 	 	50.0	 	 	 	350.0	 	 	 	250.0	 
	 	4	 	 	Greater than or
equal to 
3.50:1.00
but less than

4.00:1.00

	 	 	50.0	 	 	 	400.0	 	 	 	300.0	 
	 	5	 	 	Greater than or
equal to 
4.00:1.00

	 	 	50.0	 	 	 	425.0	 	 	 	325.0	 






Annex A