EXHIBIT 10.1


 





SECOND
AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


 


THIS
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Second Amendment”) is dated
as of May 27, 2016, among WESTERN REFINING, INC., a Delaware corporation (the “Borrower”), the other Persons
party hereto as Guarantors, the Lenders signatory hereto and BANK OF AMERICA, N.A., as administrative agent (the “Administrative
Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement referred to below.


 


RECITALS:


 


A.The
Borrower, the Lenders from time to time party thereto, the Administrative Agent, the Swing Line Lender and L/C Issuer entered
into that certain Third Amended and Restated Revolving Credit Agreement dated as of October 2, 2014 (as the same may have been
amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), pursuant to
which the Lenders have agreed to make Loans and provide certain other credit accommodations to the Borrower.


 


B.The
Borrower has requested that the Administrative Agent and the Lenders agree to amend the Credit Agreement as set forth herein.


 


C.Subject
to the condition set forth in Section 2 hereof, the Lenders party hereto are willing to agree to the amendments set forth
in Section 1 hereof relating to the Credit Agreement;


 


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, the Borrower, the Guarantors, the Administrative Agent and the Lenders
hereby agree as follows:


 


Section
1.Credit Agreement Amendments.In reliance on the representations, warranties, covenants and agreements contained
in this Second Amendment, the Credit Agreement shall be amended effective as of the Second Amendment Effective Date (as defined
below) in the manner provided in this Section 1.


 


1.1Section
1.01 of the Credit Agreement is hereby amended by adding in the correct place alphabetically the following additional definitions:


 


““Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect
of any liability of an EEA Financial Institution.”


 


““Bail-In
Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European
Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which
is described in the EU Bail-In Legislation Schedule.”


 




    


    


    

““EEA
Financial Institution” means (a) any credit institution or investment firm established in an EEA Member Country that
is subject to the supervision of an EEA Resolution Authority; (b) any entity established in an EEA Member Country that is a parent
of an institution described in clause (a) above; or (c) any financial institution established in an EEA Member Country that is
a subsidiary of an institution described in the foregoing clauses and is subject to consolidated supervision with its parent.”


 


““EEA
Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.”


 


““EEA
Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority
of an EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.”


 


““EU
Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or
any successor Person), as in effect from time to time.”


 


““Retail
Assets”  means (i) any retail fuel facility, including owned real estate and fixtures relating thereto, (ii) ground
leases and other leases associated with retail fueling locations, (iii) any improvements and equipment associated with retail
fuel facilities, (iv) fuel and merchandise inventory associated with retail fuel facilities, (v) accounts receivable generated
in connection with the sale of fuel and merchandise inventory associated with retail fuel facilities, (v) rights (including intellectual
property rights and licenses) and revenues, in each case associated with franchised retail fuel locations and (vi) the Equity
Interests of any Subsidiary, all or substantially all of the assets of which are of the types set forth in clauses (i) through
(v) above.”


 


““Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of
the applicable EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country,
which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.”


 


1.2The
definition of “Cash Dominion Cure Event” in Section 1.01 of the Credit Agreement is hereby amended by replacing “50,000,000”
therein with “$40,000,000”.


 


1.3The
definition of “Cash Dominion Event” in Section 1.01 of the Credit Agreement is hereby amended by replacing “50,000,000”
therein with “$40,000,000”.


 


1.4The
definition of “Defaulting Lender” in Section 1.01 of the Credit Agreement is hereby amended by:


 


(i)deleting
the word “or” at the end of clause (e)(ii) thereof; and


 




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(ii)inserting
the following language before the semicolon at the end of clause (e)(iii) thereof:


 


“,
or (iv) become the subject of a Bail-in Action”


 


1.5The
definition of “First Purchaser Reserve” in Section 1.01 of the Credit Agreement is hereby amended and restated in
its entirety to read in full as follows:


 


“First
Purchaser Reserve” means the aggregate amount of reserves established by the Administrative Agent from time to time
in its Permitted Discretion in respect of First Purchase Crude Payables owed by the Loan Parties; provided, that so long
as (a) Excess Availability is more than $175,000,000 and (b) the Consolidated Leverage Ratio is less than 3.0 to 1.0 (but Excess
Availability is not more than $275,000,000 or the Consolidated Leverage Ratio is not less than 1.0 to 1.0), the First Purchaser
Reserve shall be not greater than the amount by which the First Purchase Crude Payables exceed $75,000,000; provided, further,
that so long as (A) Excess Availability is more than $275,000,000 and (B) the Consolidated Leverage Ratio is less than 1.0 to
1.0, the First Purchaser Reserve shall be not greater than the amount by which the First Purchase Crude Payables exceed $125,000,000.


 


1.6Section
2.14(c) of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows:


 


(c)Borrowing
Base Determination and Mandatory Prepayments upon Disposition of Borrowing Base Assets. In the event of a Disposition of Borrowing
Base Assets permitted by Section 7.05(a) (other than Dispositions of Inventory in the ordinary course of business), then if at
the time of receipt of the proceeds of such Disposition (i) (A) Excess Availability is less than $75,000,000 and (B) the aggregate
book value of the Borrowing Base Assets so Disposed of, when added to the aggregate book value of all other Borrowing Base Assets
Disposed of since the date as of which the Borrowing Base was determined in the Borrowing Base Report most recently delivered
under Section 6.02(h) or this Section 2.14(c) (other than Dispositions of Inventory in the ordinary course of business), exceeds
$10,000,000, or (ii) (A) Excess Availability is $75,000,000 or more and (B) the aggregate book value of the Borrowing Base Assets
so Disposed of, when added to the aggregate book value of all other Borrowing Base Assets Disposed of since the date as of which
the Borrowing Base was determined in the Borrowing Base Report most recently delivered under Section 6.02(h) or this Section 2.14(c)
(other than Dispositions of Inventory in the ordinary course of business), exceeds $20,000,000, the Borrower shall deliver to
the Administrative Agent a Borrowing Base Report prepared taking into account such Disposition and shall make such mandatory prepayments
as may be required by Section 2.14(b) (and, if required by such Section, provide Cash Collateral as therein set forth).


 


1.7Section
6.02(h) of the Credit Agreement is hereby amended by replacing “$750,000,000” in each place it occurs therein with
“$300,000,000”.


 




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1.8Section
6.10(b) of the Credit Agreement is hereby amended by replacing “60,000,000” in each place it occurs therein with “$45,000,000”.


 


1.9Section
7.01(t) of the Credit Agreement is hereby amended by inserting “or Section 7.03(q)” immediately after the reference
to “Section 7.03(p)”.


 


1.10Section
7.02(f) of the Credit Agreement is hereby amended by replacing “$50,000,000” therein with “$30,000,000”.


 


1.11Section
7.02(h) of the Credit Agreement is hereby amended by replacing the reference to “Section 7.05(a)(vii)” therein with
“Section 7.05(a)(vii) or (a)(xiv))”.


 


1.12Section
7.02(j) of the Credit Agreement is hereby amended by replacing “$100,000,000” therein with “$50,000,000”.


 


1.13Section
7.02 of the Credit Agreement is hereby amended by:


 


(i)deleting
the word “and” at the end of clause (j) thereof;


 


(ii)replacing
the period at the end of clause (k) thereof with “; and”; and


 


(iii)adding
the following clause (l) at the end thereof:


 


“(l)the
acquisition of direct or indirect Equity Interests in Northern Tier Energy LP pursuant to that certain Agreement and Plan of Merger
dated as of December 21, 2015, by and among Borrower, Western Acquisition Co, LLC, Northern Tier Energy LP and Northern Tier Energy
GP LLC .”


 


1.14Section
7.03(b) of the Credit Agreement is hereby amended by replacing “$747,250,000” with “$1,250,000,000 minus the
aggregate principal amount of Indebtedness incurred in reliance on Section 7.03(q)”.


 


1.15Section
7.03 of the Credit Agreement is hereby amended by:


 


(i)
deleting the word “and” at the end of clause (o) thereof;


 


(ii)
replacing the period at the end of clause (p) thereof with “; and”; and


 


(iii)adding
the following clause (q) at the end thereof:


 


“(q)Indebtedness
of the Borrower or any Guarantor in respect of “Incremental Equivalent Debt” (as defined in the Term Loan Credit Agreement);
provided that the aggregate outstanding principal amount of such Indebtedness shall not at any time exceed $700,000,000; provided
further that if such Incremental Equivalent Debt is secured, the holders of such Incremental Equivalent Debt, or a duly authorized
agent on their behalf, agree in writing to be bound by an intercreditor agreement regarding access to the Collateral reasonably
satisfactory to the Administrative Agent.”


 




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1.16Section
7.05(a) is hereby amended by:


 


(i)replacing
clause (xi) in its entirety with the following:


 


“(xi)Dispositions
by the Borrower and its Restricted Subsidiaries of Logistics Assets;”


 


(ii)deleting
the word “and” at the end of clause (xii) thereof;


 


(iii)adding
the word “and” immediately after the semicolon at the end of clause (xiii) thereof;


 


(iv)adding
the following clause (xiv) immediately after clause (xiii) thereof;


 


“(xiv)Dispositions
by the Borrower and its Restricted Subsidiaries of Retail Assets to an MLP Subsidiary;”


 


(v)making
the following changes to the proviso contained at the end thereof:


 


(A)replacing
the parenthetical “(other than a Disposition in the ordinary course of business)” therein with “(other than
a Disposition (x) in the ordinary course of business or (y) pursuant to Section 7.05(a)(vii) or (a)(xiv)”; and


 


(B)inserting
the word “cash” immediately before the word “payments” in clause (D) thereof.


 


1.17Section
7.06(e) is hereby amended by:


 


(i)replacing
“$300,000,000” the first time it is used therein with “$450,000,000”; and


 


(ii)replacing
“$300,000,000” the second time it is used therein with “$150,000,000”.


 


1.18Section
7.11 of the Credit Agreement is hereby amended by replacing “$50,000,000” therein with “$40,000,000”.


 


1.19Section
7.12 of the Credit Agreement is hereby amended by replacing the reference to “7.03(i), 7.03(k) or 7.03(p)”
therein with “7.03(i), 7.03(k), 7.03(p) or 7.03(q)”.


 


1.20Section
7.12(i)(A) of the Credit Agreement is hereby amended by replacing “$100,000,000” therein with “$50,000,000”.


 


1.21Section
7.13(a) of the Credit Agreement is hereby amended by:


 




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(i)replacing
“$747,250,000” therein with “$1,250,000,000 minus the aggregate principal amount of Indebtedness incurred in
reliance on Section 7.03(q)” in clause (i) thereof; and


 


(ii)inserting,
at the end of such Section, the following proviso:


 


“;
provided that, for the avoidance of doubt, it is understood that Amendment No. 3 to the Term Loan Credit Agreement dated
as of May 27, 2016 is not prohibited by this Section 7.13(a).”


 


1.22A
new Section 10.22 is hereby added to the Credit Agreement, such new Section 10.22 to read in its entirety as follows:


 


Section
10.22Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in
any Loan Document or in any other agreement, arrangement or understanding among such parties, each party hereto acknowledges that
any liability of any EEA Financial Institution arising under a Loan Document, to the extent such liability is unsecured, may be
subject to the Write-Down and Conversion Powers of an EEA Resolution Authority, and agrees and consents to, and acknowledges and
agrees to be bound by,


 


		(a)	the
                                         application of any Write-Down and Conversion Powers by an EEA Resolution Authority to
                                         any such liabilities arising under any Loan Documents which may be payable to it by any
                                         party hereto that is an EEA Financial Institution; and



 


		(b)	the
                                         effects of any Bail-in Action on any such liability, including:



 


		(i)	a
                                         reduction in full or in part or cancellation of any such liability;



 


		(ii)	a
                                         conversion of all, or a portion of, such liability into shares or other instruments of
                                         ownership in such EEA Financial Institution, its parent entity, or a bridge institution
                                         that may be issued to it or otherwise conferred on it, and that such shares or other
                                         instruments of ownership will be accepted by it in lieu of any rights with respect to
                                         any such liability under any other Loan Document; or



 


		(iii)	the
                                         variation of the terms of such liability in connection with the exercise of the Write-Down
                                         and Conversion Powers of any EEA Resolution Authority.



 


Section
2.Condition Precedent to Credit Agreement Amendments. The amendments to the Credit Agreement contained in Section
1 hereof are subject to (the date on which such condition is satisfied, the “Second Amendment Effective Date”)
the Administrative Agent having received counterparts of this Second Amendment executed on behalf of the Administrative Agent,
the Borrower, each Guarantor and the Required Lenders.


 




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Section
3.Representations and Warranties. To induce the Lenders and the Administrative Agent to enter into this Second Amendment,
each Loan Party party to this Second Amendment hereby represents and warrants to the Lenders and the Administrative Agent as follows:


 


3.1Loan
Document Representations and Warranties. Each representation and warranty of such Loan Party contained in the Credit Agreement
and the other Loan Documents is true and correct in all material respects (except to the extent that any such representation and
warranty is qualified by materiality, in which case it is true and correct in all respects) on the date hereof (except for representations
and warranties that expressly relate to an earlier date, in which case such representations and warranties are true and correct
in all material respects (except to the extent that any such representation and warranty is qualified by materiality, in which
case it is true and correct in all respects) as of such earlier date), and except that the representations and warranties contained
in Section 5.05(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section
6.01(a)(i), 6.01(a)(ii), 6.01(b) or 6.01(c) of the Credit Agreement, as applicable.


 


3.2Power
and Authority; No Contravention; Authorizations and Approvals. The execution, delivery and performance by each Loan Party
of this Second Amendment have been duly authorized by all necessary corporate or other organizational action, and do not and will
not (a) contravene the terms of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention
of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person
is party or affecting such Person, or the properties of such Person or any of its Restricted Subsidiaries or (ii) any order, injunction,
writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate
any Law.


 


3.3Enforceable
Obligations. This Second Amendment has been duly executed and delivered by each Loan Party. This Second Amendment constitutes
the legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party in accordance with its terms.


 


3.4No
Defaults. No Default or Event of Default has occurred and is continuing.


 


Section
4.Miscellaneous.


 


4.1Reaffirmation
of Loan Documents. All of the terms and provisions of the Credit Agreement and the other Loan Documents shall, except as amended
and modified hereby, remain in full force and effect and are hereby ratified and affirmed by the Loan Parties. Each of the amendments
to the Credit Agreement contemplated hereby shall not limit or impair any Liens securing the Obligations, which Liens are hereby
ratified and affirmed by the Loan Parties. This Second Amendment is a Loan Document. Following the Second Amendment Effective
Date, any reference to the Credit Agreement in the Loan Documents shall mean the Credit Agreement as amended or supplemented hereby.


 




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4.2Reaffirmation
of Guaranty. Each Guarantor hereby ratifies and affirms its guaranty obligations under the Guaranty and agrees that such Guarantor
continues to unconditionally and irrevocably guarantee the prompt payment and performance of the Guaranteed Obligations (as defined
in the Guaranty) thereunder.


 


4.3Parties
in Interest. All of the terms and provisions of this Second Amendment shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns.


 


4.4Legal
Expenses. The Borrower hereby agrees to pay on demand all reasonable fees and expenses of counsel to the Administrative Agent
incurred by Administrative Agent in connection with the preparation, negotiation and execution of this Second Amendment and all
related documents.


 


4.5Counterparts;
Execution. This Second Amendment may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Facsimiles
or other electronic transmissions (e.g., .pdf) of a signature page to this Second Amendment shall be effective as originals.


 


4.6Entire
Agreement. THIS SECOND 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 BETWEEN THE PARTIES. THERE ARE
NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.


 


4.7Headings.
The headings, captions and arrangements used in this Second Amendment are, unless specified otherwise, for convenience only and
shall not be deemed to limit, amplify or modify the terms of this Second Amendment, nor affect the meaning thereof.


 


4.8Governing
Law. This Second Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.


 


[Remainder
of page intentionally left blank. Signature page follows.]


 




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IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Second Amendment to Third Amended and Restated Revolving
Credit Agreement to be duly executed and delivered as of the date first above written.





 


	 	BORROWER:


 


WESTERN
REFINING, INC.,

a Delaware corporation


	 	 	 
	 	By:	/s/ Jeffery Beyersdorfer
	 	 	Name: Jeffery Beyersdorfer
	 	 	Title:   Senior Vice President and

             Assistant Secretary



 
  


	 	GUARANTORS:


 


WESTERN
REFINING COMPANY, L.P.,

a Delaware limited partnership


 


WESTERN
REFINING GP, LLC,

a Delaware limited liability company,

its General Partner


	 	 	 
	 	By:	/s/ Jeffery Beyersdorfer
	 	 	Name: Jeffery Beyersdorfer
	 	 	Title:   Senior Vice President
and

             Assistant Secretary



 


	 	ASCARATE
GROUP LLC,

a Delaware limited liability company



	 	 
		By:	WESTERN
                                         REFINING COMPANY, L.P.,

                                         a Delaware limited partnership, its sole Member



 


		By:	WESTERN
                                                                                               REFINING GP, LLC,
                                          a Delaware limited liability company



 


	 	By: 	/s/ Jeffery Beyersdorfer
	 	 	Name: Jeffery Beyersdorfer
	 	 	Title:  Senior
    Vice President and Assistant Secretary



 


 





Signature Page to Second Amendment to Third
Amended


 and Restated Revolving Credit Agreement


 








    


    


    







	 	WESTERN
REFINING GP, LLC,

a Delaware limited liability company


 


WESTERN
REFINING LP, LLC,

a Delaware limited liability company


 


CINIZA
PRODUCTION COMPANY,

a New Mexico corporation


 


DIAL
OIL CO., LLC, a New Mexico limited liability company


 


EMPIRE
OIL CO., a California corporation


 


GIANT
INDUSTRIES, INC., a Delaware corporation


 


WESTERN
REFINING SOUTHWEST, INC.,





an
Arizona corporation


 


GIANT
FOUR CORNERS, LLC, a Delaware limited liability company


 


GIANT
STOP-N-GO OF NEW MEXICO, LLC,





a
New Mexico limited liability company


 


WESTERN
REFINING YORKTOWN HOLDING COMPANY, a Delaware corporation


 


WESTERN
REFINING RETAIL, LLC,





a
Delaware limited liability company


 


SAN
JUAN REFINING COMPANY, LLC,





a
New Mexico limited liability company


 


YORK
RIVER FUELS, LLC, a Delaware limited liability company


 


WESTERN
REFINING YORKTOWN, INC.,

a Delaware corporation


	 	 	 
	 	By:	/s/ Gary R. Dalke
	 	 	Name: Gary R. Dalke
	 	 	Title:   Treasurer and Chief Financial

             Officer



 


Signature Page to Second Amendment to Third
Amended


 and Restated Revolving Credit Agreement


 




    


    


    




	 	WESTERN
REFINING TRS I, LLC,





a
Texas limited liability company


 


WESTERN
REFINING TRS II LLC,





a
Texas limited liability company


 


WESTERN
REFINING TEXAS RETAIL SERVICES, LLC, a Texas limited liability company


	 	 	 
	 	By:	/s/ Matthew L. Yoder
	 	 	Name: Matthew L. Yoder
	 	 	Title:   Manager



 


Signature Page to Second Amendment to Third
Amended


 and Restated Revolving Credit Agreement


 




    


    


    







	 	ADMINISTRATIVE
AGENT AND LENDERS:


 


Bank
of America, N.A.,

as Administrative Agent


	 	 	 
	 	By:	/s/ H. Michael Wills
	 	 	Name: H. Michael Wills
	 	 	Title:   Senior Vice President



 


Signature Page to Second Amendment to Third
Amended


 and Restated Revolving Credit Agreement


 




    


    


     


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

	 	 	 
	 	By:	/s/ H. Michael Wills
	 	 	Name: H. Michael Wills
	 	 	Title:   Senior Vice President



 


Signature Page to Second Amendment to Third
Amended


 and Restated Revolving Credit Agreement


 




    


    


     


	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as a Lender

	 	 	 
	 	By:	/s/ Nathan McIntosh
	 	 	Name: Nathan McIntosh
	 	 	Title:   Duly Authorized Signer



 


Signature Page to Second Amendment to Third
Amended


 and Restated Revolving Credit Agreement


 




    


    


    







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



 


Signature Page to Second Amendment to Third
Amended


 and Restated Revolving Credit Agreement


 




    


    


    







	 	CREDIT
SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
	 	 	 
	 	By:	/s/ Mikhail Faybusovich
	 	 	Name:  Mikhail Faybusovich
	 	 	Title:    Authorized Signatory



 


 

	 	By:	/s/ Lorenz Meir
	 	 	Name:  Lorenz Meir
	 	 	Title:   Authorized Signatory



 


Signature Page to Second Amendment to Third
Amended


 and Restated Revolving Credit Agreement


 




    


    


     


	 	DEUTSCHE
BANK AG NEW YORK BRANCH, as a Lender

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



 


 

	 	By:	/s/ Benjamin Souh
	 	 	Name:  Benjamin Souh
	 	 	Title:    Vice President



 


Signature Page to Second Amendment to Third
Amended


 and Restated Revolving Credit Agreement


 




    


    


     


	 	GOLDMAN
SACHS BANK USA, as a Lender

	 	 	 
	 	By:	/s/ Jerry Li
	 	 	Name:  Jerry Li
	 	 	Title:   Authorized Signatory



 


Signature Page to Second Amendment to Third
Amended


 and Restated Revolving Credit Agreement


 




    


    


    







	 	PNC
BANK, NATIONAL ASSOCIATION,

as a Lender
	 	 	 
	 	By:	/s/ Chris Handler
	 	 	Name:  Chris Handler
	 	 	Title:    Vice President



 


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Amended


 and Restated Revolving Credit Agreement


 




    


    


    







	 	REGIONS
BANK, as a Lender
	 	 	 
	 	By:	/s/ Evie Krimm
	 	 	Name:  Evie Krimm
	 	 	Title:    Vice President



 


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Amended


 and Restated Revolving Credit Agreement


 




    


    


    







	 	JPMORGAN
CHASE BANK, N.A.,





as
a Lender


	 	 	 
	 	By:	/s/ J. Devin Mock
	 	 	Name:  J. Devin Mock
	 	 	Title:   Authorized Officer



 


Signature Page to Second Amendment to Third
Amended


 and Restated Revolving Credit Agreement


 




    


    


     


	 	SUNTRUST
BANK, as a Lender

	 	 	 
	 	By:	/s/ Douglas M. Sherlag
	 	 	Name: Douglas M. Sherlag
	 	 	Title:   Director



 


Signature Page to Second Amendment to Third
Amended


 and Restated Revolving Credit Agreement


 




    


    


    







	 	RB
INTERNATIONAL FINANCE (USA) LLC, 


as
a Lender


	 	 	 
	 	By:	/s/ John A. Valiska
	 	 	Name:  John A. Valiska
	 	 	Title:   First Vice President



 


 

	 	By:	/s/ Stephen VanSteenbergen
	 	 	Name:  Stephen VanSteenbergen
	 	 	Title:    Vice President



 


Signature Page to Second Amendment to Third
Amended


 and Restated Revolving Credit Agreement


 




    


    


     


	 	CREDIT
AGRICOLE CORPORATE & INVESTMENT BANK, as a Lender

	 	 	 
	 	By:	/s/ Nimisha Srivastav
	 	 	Name:  Nimisha Srivastav
	 	 	Title:    Director



 


 

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



 


Signature Page to Second Amendment to Third
Amended


 and Restated Revolving Credit Agreement


 




    


    


    







	 	MACQUARIE
BANK LIMITED, as a Lender 


 

 

Signed
in London, POA Ref: #2090





Dated
26 Nov 2015


	 	 	 
	 	By:	/s/ Paul Weston
	 	 	Name:  Paul Weston
	 	 	Title:   Associate Director



 


 

	 	By:	/s/ Jonathan Gaylard
	 	 	Name:  Jonathan Gaylard
	 	 	Title:   Division Director



 


Signature Page to Second Amendment to Third
Amended


 and Restated Revolving Credit Agreement


 




    


    


     


	 	MUFG
UNION BANK, N.A., as a Lender

	 	 	 
	 	By:	/s/ Adrian Avalos
	 	 	Name:  Adrian Avalos
	 	 	Title:    Director



 


Signature Page to Second Amendment to Third
Amended


 and Restated Revolving Credit Agreement