Sixth Amendment to Credit Agreement



 Exhibit 10.39 
 SIXTH AMENDMENT TO CREDIT AGREEMENT 
 THIS SIXTH AMENDMENT TO CREDIT
AGREEMENT (hereinafter referred to as the “Amendment”) is dated as of April 27, 2012, 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, the Guarantors, Administrative
Agent and the Lenders have entered into that certain Credit Agreement dated as of April 30, 2010 (as the same has been and may hereafter be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”); and 
 WHEREAS, Administrative Agent, the Lenders, Borrower and the Guarantors
desire 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, the 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 3 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 Amended Definitions. The following definitions in
Section 1.01 of the Credit Agreement shall be and they hereby are amended and restated in their respective entireties to read as follows: 
 “Aggregate Commitment” means, at any time, the sum of the Commitments of all the Lenders at such time, as such amount may be reduced or increased from time to time pursuant to
Section 2.02 or Section 2.03; provided that such amount shall not at any time exceed the lesser of (a) the Maximum Facility Amount and (b) the Borrowing Base then in effect. If at any time the Borrowing Base is reduced
below the Aggregate Commitment, the Aggregate Commitment shall be reduced automatically to the amount of the Borrowing Base in effect at such time. As of the Sixth Amendment Effective Date, the Aggregate Commitment is $1,400,000,000. 

“Applicable Rate” means, for any day, with respect to any Eurodollar Loan or ABR Loan, or with
respect to the Unused Commitment Fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Eurodollar Spread”, “ABR Spread” or “Unused Commitment Fee Rate”, as the case
may be, based upon the Borrowing Base Usage applicable on such date: 

  
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				$xxx.xxxx,xxx				$xxx.xxxx,xxx				$xxx.xxxx,xxx	
	 Borrowing Base

Usage
	  	Eurodollar
Spread	 	 	ABR
Spread	 	 	Unused
Commitment
Fee Rate	 
	 > 90%
	  	 	2.75	% 	 	 	1.75	% 	 	 	0.50	% 
	 > 75% and < 90%
	  	 	2.50	% 	 	 	1.50	% 	 	 	0.50	% 
	 > 50% and < 75%
	  	 	2.25	% 	 	 	1.25	% 	 	 	0.50	% 
	 > 25% and < 50%
	  	 	2.00	% 	 	 	1.00	% 	 	 	0.375	% 
	 < 25%
	  	 	1.75	% 	 	 	0.75	% 	 	 	0.375	% 

 Each change in the Applicable Rate shall apply during the period commencing on the
effective date of such change and ending on the date immediately preceding the effective date of the next change. 
 “Net Cash Proceeds” means, (A) with respect to any sale, transfer, assignment or other disposition of any Borrowing Base Properties (whether pursuant to a sale, transfer, assignment or
other disposition of Equity Interests of a Restricted Subsidiary or otherwise) by the Borrower or any Restricted Subsidiary and during the period described in the first sentence of Section 2.12(b), any sale, transfer, assignment or other
disposition of any other assets, properties or interests of Borrower or any of its Restricted Subsidiaries, the excess, if any, of (a) the sum of cash and cash equivalents received in connection with such sale, but only as and when so received,
over (b) the sum of (i) the principal amount of any Indebtedness that is secured by Liens on such asset senior to Liens securing the Obligations and that is required to be repaid in connection with the sale thereof (other than the Loans),
(ii) the out-of-pocket expenses incurred by the Borrower or such Restricted Subsidiary in connection with such sale, (iii) all legal, title and recording tax expense and all federal, state, provincial, foreign and local taxes required to
be accrued as a liability under GAAP as a consequence of such sale, (iv) all distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such sale or other disposition,
(v) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed of in such sale and retained by the Borrower or any Restricted
Subsidiary after such sale or other disposition, (vi) cash payments made to satisfy obligations resulting from Swap Modifications or the early termination of any Swap Agreements in connection with or as a result of any such sale or other
disposition of Borrowing Base Properties, and (vii) any portion of the purchase price from such sale placed in escrow, whether as a reserve for adjustment of the purchase price, for satisfaction of indemnities in respect of such sale or
otherwise in connection with such sale or other disposition; provided, however, that upon the termination of that escrow, Net Cash Proceeds will be increased by any portion of funds in the


  
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escrow that are released to the Borrower or any Restricted Subsidiary (B) with respect to any Permitted Refinancing, the cash proceeds from such refinancing net of underwriting discounts and
commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, and (C) with respect to any Swap Modification by the Borrower or any Restricted Subsidiary, the excess, if any, of
(i) the sum of cash and cash equivalents received in connection with such Swap Modification (after giving effect to any netting arrangements), over (ii) the out-of-pocket expenses incurred by the Borrower or such Restricted Subsidiary in
connection with such Swap Modification. 
 1.2 Additional Definition. The following definition shall be and it hereby
is added to Section 1.01 of the Credit Agreement in appropriate alphabetical order: 
 “Sixth Amendment
Effective Date” means April 27, 2012. 
 1.3 Borrowing Base Value. Clause (d) of
Section 2.02 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows: 
 (d) With respect to any sale, transfer or disposition of Borrowing Base Properties (other than sales, transfers or dispositions permitted under Section 7.03(a)(vii)), the Borrowing Base shall be
automatically reduced by an amount equal to the value assigned to such Borrowing Base Properties by the Required Lenders at the time of such sale, transfer or other disposition. 

1.4 Net Cash Proceeds. Clause (b) of Section 2.12 of the Credit Agreement shall be and it hereby is amended and
restated in its entirety to read as follows: 
 (b) If the Borrower or any Restricted Subsidiary sells, transfers or otherwise
disposes of any Borrowing Base Properties (other than sales, transfers or dispositions permitted under Section 7.03(a)(vii)) or any other material assets, properties or interests of Borrower or any of its Restricted Subsidiaries at any time
from and after the Sixth Amendment Effective Date (whether pursuant to a sale, transfer, or other disposition of Equity Interests of a Restricted Subsidiary or Unrestricted Subsidiary permitted pursuant to Section 7.03 or otherwise), the
Borrower shall deliver 100% of the Net Cash Proceeds from such sale, transfer or other disposition to the Administrative Agent, on or before three (3) Business Days after the consummation of any such disposition, to prepay the Borrowings (or if
no Borrowings are outstanding, to cash collateralize outstanding Letters of Credit), with a corresponding permanent reduction of the Borrowing Base equal to the Net Cash Proceeds applied until such time as the aggregate amount of Net Cash Proceeds
applied to reduce the outstanding Borrowings is equal to or greater than the sum of (i) the Borrowing Base value assigned by the Required Lenders to the Borrowing Base Properties pursuant to Section 2.02(d) disposed of since the Sixth
Amendment Effective Date (which with the consent of the Required Lenders may 

  
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include all or any portion of any Borrowing Base Properties disposed of pursuant to Section 7.03(a)(vii) so long as the Borrowing Base is permanently reduced by the Net Cash Proceeds
received from such disposition), plus (ii) $200,000,000. From and after the date on which the Net Cash Proceeds are equal to or exceed the amount specified in the immediately preceding sentence, if the Borrower or any Restricted
Subsidiary sells, transfers or otherwise disposes of any Borrowing Base Properties at any time (whether pursuant to a sale, transfer, or other disposition of Equity Interests of a Restricted Subsidiary permitted pursuant to Section 7.03 or
otherwise), the Borrower shall prepay the Borrowings to the extent necessary to eliminate any Borrowing Base Deficiency that may exist or that may have occurred as a result of such sale, transfer or other disposition within one (1) Business Day
of the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such sale, transfer or other disposition and any Net Cash Proceeds in excess of the amount necessary to eliminate any such Borrowing Base Deficiency shall be used within
three hundred sixty (360) days after such disposition to (i) acquire property, plant and equipment or any business entity used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries and having a fair market
value at least equal to the fair market value of the properties sold or otherwise disposed of or to improve or replace any existing property of the Borrower and its Restricted Subsidiaries used or useful in carrying on the business of the Borrower
and its Restricted Subsidiaries or (ii) prepay the Loans in accordance with the instructions of the Borrower (unless an Event of Default exists in which event any amounts prepaid shall be applied to the Loans at the discretion of the
Administrative Agent). 
 1.5 Financial Covenants. Clause (b) of Section 7.11 of the Credit
Agreement shall be and it hereby is amended and restated in its entirety to read as follows: 
  

	 	(b)	Leverage Ratio. The Borrower will not permit the Consolidated Leverage Ratio, determined as of the end of each fiscal quarter ending on or after
March 31, 2012 to be greater than 4.50 to 1.00. As used herein, with respect to any fiscal quarter, “Consolidated Leverage Ratio” means the ratio 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 the last day of such fiscal quarter. 

 1.6 Schedules. Schedule 2.01 of the Credit Agreement shall be and it hereby is amended and restated in its entirety and replaced with Schedule 2.01 attached hereto. 

SECTION 2. Redetermined Borrowing Base. This Amendment shall constitute notice of a Scheduled Redetermination of the Borrowing Base
pursuant to Section 3.04 of the Credit Agreement, and Administrative Agent, the Lenders, Borrower and the Guarantors hereby acknowledge that effective as of the date of this Amendment, the Borrowing Base is $1,400,000,000 and such
redetermined Borrowing Base shall remain in effect until the earlier of (a) the next Redetermination of the Borrowing Base or (b) the date such Borrowing Base is otherwise reduced pursuant to the terms of the Credit Agreement. 

  
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 SECTION 3. Conditions. The amendments to the Credit Agreement contained in
Section 1 of this Amendment and the redetermination of the Borrowing Base contained in Section 2 of this Amendment shall be effective upon the satisfaction of each of the conditions set forth in this Section 3.

 3.1 Execution and Delivery. Each Credit Party, the Lenders and Administrative Agent shall have executed and delivered
this Amendment. 
 3.2 No Default. No Default or Event of Default shall have occurred and be continuing or shall result
after giving effect to this Amendment. 
 3.3 Fees. Borrower, Administrative Agent and J.P. Morgan Securities LLC
(“J.P. Morgan”) shall have executed and delivered a fee letter in connection with this Amendment, and Administrative Agent and J.P. Morgan shall have received the fees separately agreed upon in such fee letter. 

3.4 Certificates. Administrative Agent shall have received such documents and certificates as Administrative Agent or its counsel
may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Credit Parties, this
Amendment or the transactions contemplated hereby, all in form and substance satisfactory to Administrative Agent and its counsel. 
 3.5 Other Documents. Administrative Agent shall have received such other instruments and documents incidental and appropriate to the transactions provided for herein as Administrative Agent or its
special counsel may reasonably request, and all such documents shall be in form and substance satisfactory to Administrative Agent. 

SECTION 4. 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: 
 4.1 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 and any representation or
warranty which is qualified by reference to “materiality” or “Material Adverse Effect” is true and correct in all respects). 
 4.2 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 

  
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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. 
 4.3 Enforceability. This Amendment has been duly executed and delivered by each Credit Party and 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. 
 4.4 No Default. As of the date of this Amendment, both before and immediately after giving effect
to this Amendment, no Default or Event of Default has occurred and is continuing. 
 SECTION 5. Miscellaneous. 

5.1 Reaffirmation of Loan Documents and Liens. Except as amended and modified hereby, any and all of the terms and provisions of
the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby in all respects ratified and confirmed by each Credit Party. 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. 

5.2 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. 
 5.3 Legal Expenses. Each Credit Party hereby agrees to pay all
reasonable fees and expenses of special counsel to Administrative Agent incurred by Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and all related documents. 

5.4 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. 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. 
 5.5 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. 

  
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 5.6 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. 
 5.7 Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction. 
 5.8 Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the
State of New York. 
 5.9 Reference to and Effect on the Loan Documents. 

(a) This Amendment shall be deemed to constitute a Loan Document for all purposes and in all respects. Each reference in the Credit
Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in the Credit Agreement or in any other Loan Document, or other agreements, documents or other
instruments executed and delivered pursuant to the Credit Agreement to the “Credit Agreement”, shall mean and be a reference to the Credit Agreement as amended by this Amendment. 

(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender
or Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. 

  
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 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—Finance


  

			
	  
 GUARANTORS:

 
 EXCO HOLDING (PA), INC.

EXCO PRODUCTION COMPANY (PA), LLC
 EXCO
PRODUCTION COMPANY (WV), LLC
 EXCO RESOURCES (XA), LLC
 EXCO SERVICES, INC.
 EXCO MIDCONTINENT MLP, LLC

EXCO PARTNERS GP, LLC
 EXCO PARTNERS
OLP GP, LLC
 VERNON GATHERING, LLC

		
	By:	 	/s/ J. Douglas Ramsey
	Name: J. Douglas Ramsey, Ph.D.
	Title: Vice President—Finance


  

					
	EXCO OPERATING COMPANY, LP
		
	By:	 	 EXCO Partners OLP GP, LLC,
 its general partner

		 		 	
		 	By:	 	/s/ J. Douglas Ramsey
		 	Name: J. Douglas Ramsey, Ph.D.
		 	Title: Vice President—Finance


  

					
	 EXCO GP PARTNERS OLD, LP

 

	By:	 	 EXCO Partners GP, LLC,
 its general partner

		 		 	
		 	By:	 	/s/ J. Douglas Ramsey
		 	Name: J. Douglas Ramsey, Ph.D.
		 	Title: Vice President—Finance



  

			
	Sixth Amendment to Credit Agreement	  	Signature Page









 
			
	EXCO EQUIPMENT LEASING, LLC
		
	By:	 	/s/ J. Douglas Ramsey
	Name: J. Douglas Ramsey, Ph.D.
	Title: Vice President — Finance



  

			
	Sixth Amendment to Credit Agreement	  	Signature Page









 
			
	 JPMORGAN CHASE BANK, N.A.,
 as a Lender and as Administrative Agent and
 Issuing Bank

		
	By:	 	/s/ Kimberly A. Bourgeois
	Name: Kimberly A. Bourgeois
	Title: Authorized Officer



  

			
	Sixth Amendment to Credit Agreement	  	Signature Page









 
			
	 BANK OF AMERICA, N.A., as a Lender and as
 Co-Lead Arranger and Co-Syndication Agent

		
	By:	 	/s/ Sandra M. Serie
	Name: Sandra M. Serie
	Title: Vice President



  

			
	Sixth Amendment to Credit Agreement	  	Signature Page









 
			
	 BNP PARIBAS, as a Lender and as Co-Lead
 Arranger and Co-Syndication Agent

		
	By:	 	/s/ PJ De Filippis
	Name: PJ De Filippis
	Title: MD


  

			
		
	By:	 	/s/ MICHIEL V.M. VAN DER VOORT
	Name: MICHIEL V.M. VAN DER VOORT
	Title: Managing Director



  

			
	Sixth Amendment to Credit Agreement	  	Signature Page









 
			
	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION, as a Lender and as
 Co-Documentation Agent

		
	By:	 	/s/ Matt Colemen
	Name: Matt Colemen
	Title: Vice President



  

			
	Sixth Amendment to Credit Agreement	  	Signature Page









 
			
	 BANK OF MONTREAL, as a Lender and as Co-
 Syndication Agent

		
	By:	 	/s/ Kevin Utsey
	Name: Kevin Utsey
	Title: Director



  

			
	Sixth Amendment to Credit Agreement	  	Signature Page









 
			
	 CITIBANK, N.A., as a Lender and as Co-
 Documentation Agent

		
	By:	 	/s/ Yasantha Gunaratna
	Name: Yasantha Gunaratna 
	Title: Vice President



  

			
	Sixth Amendment to Credit Agreement	  	Signature Page









 
			
	KEYBANK N.A., as a Lender
		
	By:	 	/s/ Craig Hanselman
	Name: Craig Hanselman
	Title: Vice President



  

			
	Sixth Amendment to Credit Agreement	  	Signature Page









 
			
	NATIXIS, as a Lender
		
	By:	 	/s/ Louis P. Laville, III
	Name: Louis P. Laville, III
	Title: Managing Director


  

			
		
	By:	 	/s/ Mary Lou Allen
	Name: Mary Lou Allen
	Title: Director



  

			
	Sixth Amendment to Credit Agreement	  	Signature Page









 
			
	UNION BANK, N.A., as a Lender
		
	By:	 	/s/ Whitney Randolph
	Name: Whitney Randolph
	Title: Vice President



  

			
	Sixth Amendment to Credit Agreement	  	Signature Page









 
			
	BANK OF SCOTLAND PLC, as a Lender
		
	By:	 	/s/ Julia R Franklin
	Name: Julia R Franklin
	Title: Vice President



  

			
	Sixth Amendment to Credit Agreement	  	Signature Page









 
			
	 DEUTSCHE BANK TRUST COMPANY
 AMERICAS, as a Lender

		
	By:	 	/s/ Evelyn Thierry
	Name: Evelyn Thierry
	Title: Director


  

			
		
	By:	 	/s/ Michael Getz
	Name: Michael Getz
	Title: Vice President



  

			
	Sixth Amendment to Credit Agreement	  	Signature Page









 
			
	 CREDIT AGRICOLE CORPORATE AND
 INVESTMENT BANK, as a Lender

		
	By:	 	/s/ Darrell Stanley
	Name: Darrell Stanley
	Title: Managing Director


  

			
		
	By:	 	/s/ Michael D. Willis
	Name: Michael D. Willis
	Title: Managing Director



  

			
	Sixth Amendment to Credit Agreement	  	Signature Page









 
			
	 U.S. BANK NATIONAL ASSOCIATION, as a
 Lender

		
	By:	 	/s/ Daria M. Mahoney
	Name: Daria M. Mahoney
	Title: Vice President



  

			
	Sixth Amendment to Credit Agreement	  	Signature Page









 
			
	COMERICA BANK, as a Lender
		
	By:	 	/s/ John S. Lesikar
	Name: John S. Lesikar
	Title: Assistant Vice President



  

			
	Sixth Amendment to Credit Agreement	  	Signature Page









 
			
	 SUMITOMO MITSUI BANKING
 CORPORATION, as a Lender

		
	By:	 	/s/ Shuji Yabe
	Name: Shuji Yabe
	Title: Managing Director



  

			
	Sixth Amendment to Credit Agreement	  	Signature Page









 
			
	BARCLAYS BANK PLC, as a Lender
		
	By:	 	/s/ Vanessa A. Kurbatskiy
	Name: Vanessa A. Kurbatskiy
	Title: Vice President



  

			
	Sixth Amendment to Credit Agreement	  	Signature Page









 
			
	THE BANK OF NOVA SCOTIA, as a Lender
		
	By:	 	/s/ Terry Donovan
	Name: Terry Donovan
	Title: Managing Director



  

			
	Sixth Amendment to Credit Agreement	  	Signature Page









 
			
	 CANADIAN IMPERIAL BANK OF
 COMMERCE, NEW YORK AGENCY,
 as a Lender

		
	By:	 	/s/ Trudy Nelson
	Name: Trudy Nelson
	Title: Executive Director


  

			
		
	By:	 	/s/ Robert Casey
	Name: Robert Casey
	Title: Executive Director



  

			
	Sixth Amendment to Credit Agreement	  	Signature Page









 
			
	 UBS LOAN FINANCE LLC,
 as a Lender

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


  

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



  

			
	Sixth Amendment to Credit Agreement	  	Signature Page