First Amendment to the Credit Facility




 Exhibit 10.2 

EXECUTION VERSION 

FIRST AMENDMENT TO 

CREDIT AGREEMENT 

FIRST AMENDMENT, dated as of January 7, 2010 (this “Amendment”), to the CREDIT AGREEMENT, dated as of
November 30, 2009 (as the same may be further amended, supplemented, extended or restated, or otherwise modified from time to time, the “Credit Agreement”), among SEMGROUP CORPORATION (“Parent”), a corporation
organized under the Laws of Delaware, SEMCRUDE, L.P. (“SemCrude”), a limited partnership organized under the Laws of Delaware, SEMSTREAM, L.P. (“SemStream”), a limited partnership organized under the Laws of
Delaware, SEMCAMS ULC (“SemCAMS”), an unlimited company organized under the Laws of Nova Scotia, SEMCANADA CRUDE COMPANY (“SemCanada Company”), an unlimited company organized under the Laws of Nova Scotia, SEMGAS,
L.P. (“SemGas” and, together with Parent, SemCrude, SemStream, SemCAMS and SemCanada Company, the “Borrowers”, and each a “Borrower”), a limited partnership organized under the Laws of Oklahoma, the
several banks and other financial institutions or entities from time to time parties thereto as revolving lenders or as credit-linked lenders, BNP PARIBAS, a bank organized under the Laws of the Republic of France, as administrative agent (together
with any successor Administrative Agent, in such capacity the “Administrative Agent”) and as collateral agent, BNP Paribas Securities Corp., Banc of America Securities LLC and Calyon New York Branch as joint lead arrangers, Bank of
America, N.A. as syndication agent and Calyon New York Branch as documentation agent. 
 RECITALS 

WHEREAS, the Borrowers have requested that the Lenders amend the Credit Agreement to extend the timeframe for delivery of a permanent
risk management policy and to make certain other amendments as set forth herein; and 
 WHEREAS, the Lenders have agreed to
amend the Credit Agreement solely upon the terms and conditions set forth herein; 
 NOW, THEREFORE, in consideration of the
premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows: 
 1. Defined Terms.
Unless otherwise noted herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 

2. Section 1.1 of the Credit Agreement is hereby amended as follows: 

(a) the definition of “Approved Capex Rollover Amount” is amended and restated as follows: 

“Approved Capex Rollover Amount”: with respect to any Loan Party for any Fiscal Year, 50% (or such higher percentage as
may be agreed to by each member of the Instructing Group) of the Approved Capex Capacity for such Loan Party as of the last day of the immediately preceding Fiscal Year, which “Approved Capex Rollover Amount” shall, subject to clause
(iv)(B) of the definition of “Approved Capex”, be used solely for specific purposes approved in advance by each member of the Instructing Group. 










 (b) the definition of “Cash Management Bank” is amended by adding
the words “and Bank of Montreal.” immediately after the words “Bank of America, N.A.” in clause (b) thereof; 

(c) the definition of “Long Tenor Letters of Credit” is amended by deleting the words “Trade Letters of
Credit,” immediately after the word “any” in clause (a) thereof; 
 (d) the definition of
“Marked-to-Market Report” is hereby amended and restated as follows: 
 “Marked-to-Market
Report”: a comprehensive marked-to-market report of the Loan Parties’ Eligible Commodities purchase and sale positions identified in the related Position Report in form and substance reasonably similar to Exhibit S. Such
report shall include all positions for all current and future time periods and cover all instruments that create either an obligation to purchase or sell Eligible Commodities or that generate price exposure and shall include unrealized
marked-to-market margin for the position considered. The positions shall include, but not be limited to, positions under Physical Commodity Contracts for spot purchase and sale of Eligible Commodities, Forward Contracts, exchanges, Commodity OTC
Agreements, Futures Contracts and Transportation and Storage Contracts; provided that the Borrowers’ Agent has until (a) on or before the 60th day following the Closing Date to include Transportation and Storage Contracts on an
unmatched basis and separately identified in the Marked-to-Market Report and (b) on or before the 90th day following the Closing Date to include Transportation and Storage Contracts matched against offsetting hedges in the calculation of the
Positions and Net Basis Limits. For the avoidance of doubt, line fill or tank bottom volumes in transportation or storage facilities owned by any Borrower shall not be included in any Marked-to-Market Report. 

(e) the definition of “Trade Letter of Credit” is amended and restated as follows: 

“Trade Letter of Credit”: a commercial or standby Letter of Credit with a maximum tenor of no more than
ninety (90) days supporting the purchase of Eligible Commodities within sixty (60) days following the date of issuance or the latest extension of such Letter of Credit that will give rise to Eligible Inventory and/or an Eligible Account
Receivable. 
 3. Section 7.10(b) of the Credit Agreement is amended and restated as follows: 

(b) On or before January 15, 2010, deliver to the Administrative Agent for delivery to the Lenders a proposed
permanent written credit and risk management policy and practices that will (upon approval thereof, including the position limits and other limits set forth therein, by the Agents and Supermajority Lenders) replace the Trading Protocol (as may be
modified from time to time in accordance with Section 8.16, the “Comprehensive Risk Management Policy”). 
  

 -2- 









 4. Section 8.1(f) of the Credit Agreement is amended and restated as follows:

 Minimum Cumulative EBITDA. Permit as of the last day of each month specified below, the Consolidated
EBITDA for the Applicable Measurement Period ended on the last day of such month to be less than the amount specified below for such month: 
  

				
	 Month
	  	Minimum Cumulative
EBITDA
	 December 2009
	  	$	2,000,000
	 January 2010
	  	$	9,000,000
	 February 2010
	  	$	16,500,000
	 March 2010
	  	$	20,500,000
	 April 2010
	  	$	27,500,000
	 May 2010
	  	$	34,500,000
	 June 2010
	  	$	40,500,000

 5. Conditions
to Effectiveness. This Amendment shall become effective upon the date (the “Amendment Effective Date”) on which the Administrative Agent shall have received: 

(a) This Amendment executed and delivered by a duly authorized officer of each Borrower and the Administrative Agent.

 (b) An Acknowledgement and Consent, substantially in the form of Exhibit A (the
“Acknowledgement and Consent”), duly executed and delivered by each Loan Party. 
 (c) A Lender
Consent Letter, substantially in the form of Exhibit B (a “Lender Consent Letter”), duly executed and delivered by the Required Lenders. 

6. Representations and Warranties. Each Borrower hereby represents and warrants to the Administrative Agent and each Lender that
as of the Amendment Effective Date (before and after giving effect to this Amendment): 
 (a) Each Loan Party has
the requisite power and authority to make, deliver and perform this Amendment and the Acknowledgement and Consent (collectively, the “Amendment Documents”) to which it is a party. 

(b) Each Loan Party has taken all necessary corporate or other action to authorize the execution, delivery and performance
of the Amendment Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Amendment Documents, or the
execution, delivery, performance, validity or enforceability of this Amendment or the other Amendment Documents, except (i) consents, authorizations, filings and notices which have been obtained or made and are in full force and effect and
(ii) the filings contemplated by Section 5.4 of the Credit Agreement. Each Amendment Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. Each Amendment Document and the Credit Agreement, as
amended hereby (the “Amended Credit Agreement”) constitutes a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law). 
  

 -3- 









 (c) The execution, delivery and performance of the Amendment Documents will
not violate any Requirement of Law or any Contractual Obligation of any Borrower or any of their respective Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues
pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). 

(d) Each of the representations and warranties made by any Loan Party herein or in or pursuant to the Loan Documents is
true and correct in all material respects on and as of the Amendment Effective Date as if made on and as of such date (except that any representation or warranty which by its terms is made as of an earlier date shall be true and correct in all
material respects as of such earlier date). 
 (e) The Borrowers and the other Loan Parties have performed in all
material respects all agreements and satisfied all conditions which this Amendment and the other Loan Documents provide shall be performed or satisfied by the Borrowers or the other Loan Parties on or before the Amendment Effective Date. 

(f) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing, or will result
from the consummation of the transactions contemplated by this Amendment. 
 7. Payment of Expenses. In connection
herewith, the Borrowers agree to pay or reimburse the Administrative Agent in accordance with Section 11.7(b) of the Credit Agreement. 

8. Limited Effect. Except as expressly provided hereby, all of the terms and provisions of the Credit Agreement and the other Loan
Documents are and shall remain in full force and effect. The amendments contained herein shall not be construed as a waiver or amendment of any other provision of the Credit Agreement or the other Loan Documents or for any purpose except as
expressly set forth herein or a consent to any further or future action on the part of the Borrowers that would require the waiver or consent of the Administrative Agent or any of the Lenders. 

9. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 10. Counterparts. This Amendment
may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. A set of the copies of this Amendment
and the Lender Consent Letters signed by all the parties shall be lodged with the Administrative Agent. Delivery of an executed signature page of this Amendment or of a Lender Consent Letter by facsimile transmission or electronic transmission (in
pdf format) shall be effective as delivery of a manually executed counterpart hereof. 
  

 -4- 









 11. Binding Effect. The execution and delivery of this Amendment by each party hereto
shall be binding upon each of such party’s successors and assigns. The execution and delivery of the Lender Consent Letter by any Lender shall be binding upon each of its successors and assigns (including assignees of its Loans in whole or in
part prior to effectiveness hereof). 
 12. Headings, etc. Section or other headings contained in this Amendment are for
reference purposes only and shall not in any way affect the meaning or interpretation of this Amendment. 
 [SIGNATURE PAGE
FOLLOWS] 
  

 -5- 









 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 day and year first above written. 
  

			
	SEMGROUP CORPORATION, as Borrowers’ Agent and a Borrower
		
	By:	 	/s/ Robert N. Fitzgerald
		 	Name: Robert N. Fitzgerald
		 	 Title: Senior Vice President, Chief Financial

Officer and Secretary

	
	SEMCRUDE, L.P., as a Borrower
		
	By:	 	 SemOperating G.P., L.L.C.,
 its
General Partner

		
	By:	 	/s/ Robert N. Fitzgerald
		 	Name: Robert N. Fitzgerald
		 	Title: Chief Financial Officer and Secretary
	
	SEMSTREAM, L.P., as a Borrower
		
	By:	 	 SemOperating G.P., L.L.C.,
 its
General Partner

		
	By:	 	/s/ Robert N. Fitzgerald
		 	Name: Robert N. Fitzgerald
		 	Title: Chief Financial Officer and Secretary
	
	SEMCAMS ULC, as a Borrower
		
	By:	 	/s/ Robert N. Fitzgerald
		 	Name: Robert N. Fitzgerald
		 	Title: Chief Financial Officer and Secretary



Signature Page to Amendment 











			
	SEMCANADA CRUDE COMPANY, as a Borrower
		
	By:	 	/s/ Robert N. Fitzgerald
		 	Name: Robert N. Fitzgerald
		 	Title: Chief Financial Officer and Secretary
	
	SEMGAS, L.P., as a Borrower
		
	By:	 	 SemOperating G.P., L.L.C.,
 its
General Partner

		
	By:	 	/s/ Robert N. Fitzgerald
		 	Name: Robert N. Fitzgerald
		 	Title: Chief Financial Officer and Secretary



Signature Page to Amendment 











			
	AGENT:
	
	 BNP PARIBAS,

as Administrative Agent

		
	By:	 	/s/ A-C Mathiot
		 	Name: A-C Mathiot
		 	Title: Managing Director
		
	By:	 	/s/ Keith Richards
		 	Name: Keith Richards
		 	Title: Vice President


 Signature Page
to Amendment 










 Exhibit A 

to First Amendment 

ACKNOWLEDGMENT AND CONSENT 

Reference is made to the FIRST AMENDMENT, dated as of January 7, 2010 (the “Amendment”), to the CREDIT AGREEMENT,
dated as of November 30, 2009 (as the same may be further amended, supplemented, extended or restated, or otherwise modified from time to time, the “Credit Agreement”), among SEMGROUP CORPORATION (“Parent”), a
corporation organized under the Laws of Delaware, SEMCRUDE, L.P. (“SemCrude”), a limited partnership organized under the Laws of Delaware, SEMSTREAM, L.P. (“SemStream”), a limited partnership organized under the
Laws of Delaware, SEMCAMS ULC (“SemCAMS”), an unlimited company organized under the Laws of Nova Scotia, SEMCANADA CRUDE COMPANY (“SemCanada Company”), an unlimited company organized under the Laws of Nova Scotia,
SEMGAS, L.P. (“SemGas” and, together with Parent, SemCrude, SemStream, SemCAMS and SemCanada Company, the “Borrowers”, and each a “Borrower”), a limited partnership organized under the Laws of
Oklahoma, the several banks and other financial institutions or entities from time to time parties thereto as revolving lenders or as credit-linked lenders, BNP Paribas, a bank organized under the Laws of the Republic of France, as administrative
agent (together with any successor Administrative Agent, in such capacity the “Administrative Agent”) and as collateral agent, BNP Paribas Securities Corp., Banc of America Securities LLC and Calyon New York Branch as joint lead
arrangers, Bank of America, N.A. as syndication agent and Calyon New York Branch as documentation agent. 
 Each of the
undersigned parties to the New York Security Agreement, the New York Pledge Agreement, the U.S. Mortgage and Security Agreements, the Trademark Security Agreement, the Guarantee, the Canadian Security Agreement, the Canadian Pledge Agreement, the
Canadian Debenture, and the other Loan Documents, as applicable, hereby (a) consents to the transactions contemplated by the Amendment and (b) acknowledges and agrees that the guarantees and grants of security interests made by such party
contained in the Loan Documents are, and shall remain, in full force and effect after giving effect to the Amendment. 

[SIGNATURES FOLLOW] 










 IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgement and Consent to be
duly executed and delivered by their respective proper and duly authorized officers as of the date first written above. 
  

			
	 SEMGROUP CORPORATION,

CHEMICAL PETROLEUM EXCHANGE,

      INCORPORATED

		
	By:	 	/s/ Robert N. Fitzgerald
		 	Name: Robert N. Fitzgerald
		 	 Title: Senior Vice President, Chief

Financial Officer and Secretary

	
	 SEMCRUDE, L.P.,

SEMSTREAM, L.P.,
 SEMGAS, L.P.,

SEMCANADA, L.P.,
 SEMCANADA II, L.P.,

SEMMATERIALS, L.P.,
 EAGLWING, L.P.,

SEMFUEL, L.P.,
 SEMGREEN, L.P.,

SEMTRUCKING, L.P.

		
	By:	 	 SemOperating G.P., L.L.C.,
 as
the General Partner of each of the foregoing

		
	By:	 	/s/ Robert N. Fitzgerald
		 	Name: Robert N. Fitzgerald
		 	Title: Chief Financial Officer and Secretary



Signature Page to Acknowledgement and Consent 











			
	 SEMCAP, L.L.C.,

SEMGROUP ASIA, L.L.C.

		
	By:	 	 SemOperating G.P., L.L.C.,
 as
the Member of each of the foregoing

		
	By:	 	/s/ Robert N. Fitzgerald
		 	Name: Robert N. Fitzgerald
		 	Title: Chief Financial Officer and Secretary
	
	 SEMMANAGEMENT, L.L.C.,

SEMOPERATING G.P., L.L.C.,
 SEMGROUP EUROPE
HOLDING, L.L.C.

		
	By:	 	/s/ Robert N. Fitzgerald
		 	Name: Robert N. Fitzgerald
		 	Title: Chief Financial Officer and Secretary
	
	 SEMGROUP SUBSIDIARY HOLDING, L.L.C.,

SEMDEVELOPMENT, L.L.C.

		
	By:	 	 SemGroup Corporation,
 as
the Member of each of the foregoing

		
	By:	 	/s/ Robert N. Fitzgerald
		 	Name: Robert N. Fitzgerald
		 	 Title: Senior Vice President,

Chief Financial Officer and Secretary




Signature Page to Acknowledgement and Consent 











			
	 SEMFUEL TRANSPORT LLC,

SEMPRODUCTS, L.L.C.

		
	By:	 	 SemFuel, L.P.,
 its
Member

		
	By:	 	 SemOperating G.P., L.L.C.,
 its
General Partner

		
	By:	 	/s/ Robert N. Fitzgerald
		 	Name: Robert N. Fitzgerald
		 	Title: Chief Financial Officer and Secretary
	
	 SEMGAS GATHERING, L.L.C.,

GREYHAWK GAS STORAGE COMPANY, L.L.C.,

		
	By:	 	 SemGas, L.P.,
 its Member


		
	By:	 	 SemOperating G.P., L.L.C.,

its General Partner

		
	By:	 	/s/ Robert N. Fitzgerald
		 	Name: Robert N. Fitzgerald
		 	Title: Chief Financial Officer and Secretary
	
	SEMGAS STORAGE, L.L.C.
		
	By:	 	/s/ Robert N. Fitzgerald
		 	Name: Robert N. Fitzgerald
		 	Title: Chief Financial Officer and Secretary



Signature Page to Acknowledgement and Consent 











			
	STEUBEN DEVELOPMENT COMPANY, LLC
		
	By:	 	 Greyhawk Gas Storage Company, L.L.C.,

its Member

		
	By:	 	 SemGas, L.P.,
 its
Member

		
	By:	 	 SemOperating G.P., L.L.C.,
 its
General Partner

		
	By:	 	/s/ Robert N. Fitzgerald
		 	Name: Robert N. Fitzgerald
		 	Title: Chief Financial Officer and Secretary
	
	SEMBIO, L.L.C.
		
	By:	 	 SemGreen, L.P.,
 its Member


		
	By:	 	 SemOperating G.P., L.L.C.,

its General Partner

		
	By:	 	/s/ Robert N. Fitzgerald
		 	Name: Robert N. Fitzgerald
		 	Title: Chief Financial Officer and Secretary
	
	SEMKAN, L.L.C.
		
	By:	 	/s/ Robert N. Fitzgerald
		 	Name: Robert N. Fitzgerald
		 	Title: Chief Financial Officer and Secretary



Signature Page to Acknowledgement and Consent 











			
	GRAYSON PIPELINE, L.L.C.
		
	By:	 	/s/ Robert N. Fitzgerald
		 	Name: Robert N. Fitzgerald
		 	Title: Chief Financial Officer and Secretary
	
	SEMMATERIALS VIETNAM, L.L.C.
		
	By:	 	 SemMaterials, L.P.,
 its
Member

		
	By:	 	 SemOperating G.P., L.L.C.,

its General Partner

		
	By:	 	/s/ Robert N. Fitzgerald
		 	Name: Robert N. Fitzgerald
		 	Title: Chief Financial Officer and Secretary
	
	K.C. ASPHALT, L.L.C.
		
	By:	 	 SemMaterials, L.P.,
 its
Manager

		
	By:	 	 SemOperating G.P., L.L.C.,

its General Partner

		
	By:	 	/s/ Robert N. Fitzgerald
		 	Name: Robert N. Fitzgerald
		 	Title: Chief Financial Officer and Secretary
	
	NEW CENTURY TRANSPORTATION LLC
		
	By:	 	/s/ Robert N. Fitzgerald
		 	Name: Robert N. Fitzgerald
		 	Title: Chief Financial Officer and Secretary



Signature Page to Acknowledgement and Consent 











			
	SEMCAMS ULC
		
	By:	 	/s/ Robert N. Fitzgerald
		 	Name: Robert N. Fitzgerald
		 	 Title: Chief Financial Officer and

Secretary

	
	SEMCAMS REDWILLOW ULC
		
	By:	 	/s/ Robert N. Fitzgerald
		 	Name: Robert N. Fitzgerald
		 	 Title: Chief Financial Officer and

Secretary

	
	SEMCANADA CRUDE COMPANY
		
	By:	 	/s/ Robert N. Fitzgerald
		 	Name: Robert N. Fitzgerald
		 	Title: Chief Financial Officer and Secretary



Signature Page to Acknowledgement and Consent 










 Exhibit B 

to First Amendment 

LENDER CONSENT LETTER 

SEMGROUP 
 CREDIT
AGREEMENT 
 DATED AS OF NOVEMBER 30, 2009 
  

	To:	BNP Paribas, 


	 	  as Administrative Agent 


	 	 787 Seventh Avenue,
9th Floor 



	 	New York, NY 10019 


	 	Attn: Anne-Catherine Mathiot 


	 	Phone: 212-841-2531 


	 	Fax: 212-841-2536 

 Ladies and Gentlemen:

 Reference is made to the CREDIT AGREEMENT, dated as of November 30, 2009 (as the same may be amended, supplemented,
extended or restated, or otherwise modified from time to time, the “Credit Agreement”), among SEMGROUP CORPORATION (“Parent”), a corporation organized under the Laws of Delaware, SEMCRUDE, L.P.
(“SemCrude”), a limited partnership organized under the Laws of Delaware, SEMSTREAM, L.P. (“SemStream”), a limited partnership organized under the Laws of Delaware, SEMCAMS ULC (“SemCAMS”), an
unlimited company organized under the Laws of Nova Scotia, SEMCANADA CRUDE COMPANY (“SemCanada Company”), an unlimited company organized under the Laws of Nova Scotia, SEMGAS, L.P. (“SemGas” and, together with
Parent, SemCrude, SemStream, SemCAMS and SemCanada Company, the “Borrowers”, and each a “Borrower”), a limited partnership organized under the Laws of Oklahoma, the several banks and other financial institutions or
entities from time to time parties thereto as revolving lenders or as credit-linked lenders, BNP PARIBAS, a bank organized under the Laws of the Republic of France, as administrative agent (together with any successor Administrative Agent, in such
capacity the “Administrative Agent”) and as collateral agent, BNP Paribas Securities Corp., Banc of America Securities LLC and Calyon New York Branch as joint lead arrangers, Bank of America, N.A. as syndication agent and Calyon New
York Branch as documentation agent. 
 The Borrowers have requested that the Required Lenders consent to amend the provisions of
the Credit Agreement solely on the terms described in the First Amendment to Credit Agreement, dated as of January 7, 2010, in the form most recently delivered to the undersigned Lender on or prior to the date hereof (the
“Amendment”). 
 Pursuant to Section 11.2 of the Credit Agreement, the undersigned Lender hereby consents
to the execution by the Administrative Agent of the Amendment. 











			
	Very truly yours,
	
	 BNP PARIBAS, as Revolving Lender and Credit Linked Lender

		
	By:	 	/s/ A-C Mathiot
		 	Name: A-C Mathiot
		 	Title: Managing Director
		
	By:	 	/s/ Keith Richards
		 	Name: Keith Richards
		 	Title: Vice President
	
	BANK OF AMERICA, N.A., as Revolving Lender
		
	By:	 	/s/ Patrick Honey
		 	Name: Patrick Honey
		 	Title: Senior Vice President
	
	 CALYON NEW YORK BRANCH, as Revolving

    Lender

		
	By:	 	/s/ Anne G. Shean
		 	Name: Anne G. Shean
		 	Title: Managing Director
		
	By:	 	/s/ Michael Kermarrec
		 	Name: Michael Kermarrec
		 	Title: Vice President
	
	The Bank of Nova Scotia, as Revolving Lender
		
	By:	 	/s/ Diane Emanual
		 	Name: Diane Emanual
		 	Title: Managing Director
	
	Bank of Montreal, as Revolving Lender
		
	By:	 	/s/ Richard A. Garcia
		 	Name: Richard A. Garcia
		 	Title: Director


 Signature Page to
Lender Consent Letter to Amendment 1 to Credit Agreement 











			
	Bank of Scotland PLC, as Revolving Lender
		
	By:	 	/s/ Karen Welch
		 	Name: Karen Welch
		 	Title: Vice President
	
	RZB Finance LLC, as Revolving Lender
		
	By:	 	/s/ Yan Weng
		 	Name: Yan Weng
		 	Title: Vice President
		
	By:	 	/s/ Pearl Geffers
		 	Name: Pearl Geffers
		 	Title: First Vice President
	
	 NATIXIS, NEW YORK BRANCH, as Revolving

    Lender

		
	By:	 	/s/ Severine Pardo
		 	Name: Severine Pardo
		 	Title: Director
		
	By:	 	/s/ illegible
		 	Name: illegible
		 	Title: Managing Director
	
	 GRAND CENTRAL ASSET TRUST, STK

    SERIES, as Credit-Linked Lender

		
	By:	 	/s/ Adam Jacobs
		 	Name: Adam Jacobs
		 	Title: Attorney-in-Fact
	
	 CONTINENTAL CASUALTY COMPANY, as

    Credit-Linked Lender

		
	By:	 	/s/ Marilou R. McGin
		 	Name: Marilou R. McGin
		 	Title: Vice President and Assistant Treasurer



Signature Page to Lender Consent Letter to Amendment 1 to Credit Agreement 











			
	 WESTERN ASSET LEVERED LOAN

    OPPORTUNITY MASTER FUND, LTD, as

    Credit-Linked Lender

		
	By:	 	/s/ Jong Martel
		 	Name: Jong Martel
		 	Title: Authorized Signatory
	
	 JOHN HANCOCK FUND II FLOATING RATE

    INCOME FUND, as Credit-Linked Lender

		
	By:	 	/s/ Jong Martel
		 	Name: Jong Martel
		 	Title: Authorized Signatory
	
	 JOHN HANCOCK TRUST FLOATING RATE

    INCOME TRUST, as Credit-Linked Lender

		
	By:	 	/s/ Jong Martel
		 	Name: Jong Martel
		 	Title: Authorized Signatory
	
	 WESTERN ASSET OPPORTUNISTIC US

    DOLLAR HIGH YIELD SECURITIES

    PORTFOLIO, LLC, as Credit-Linked Lender

		
	By:	 	/s/ Jong Martel
		 	Name: Jong Martel
		 	Title: Authorized Signatory
	
	 WESTERN ASSET FLOATING RATE HIGH

    INCOME FUND, LLC, as Credit-Linked Lender

		
	By:	 	/s/ Jong Martel
		 	Name: Jong Martel
		 	Title: Authorized Signatory
	
	 FS INVESTMENT CORPORATION, as Credit-

    Linked Lender

		
	By:	 	/s/ Daniel H. Smith
		 	Name: Daniel H. Smith
		 	Title: Authorized Signatory



Signature Page to Lender Consent Letter to Amendment 1 to Credit Agreement 











			
	 J.P. MORGAN WHITEFRIARS INC, as Credit-

    Linked Lender

		
	By:	 	/s/ Virgin R. Conway
		 	Name: Virgin R. Conway
		 	Title: Attorney-in-Fact


 Signature
Page to Lender Consent Letter to Amendment 1 to Credit Agreement 











			
	ACCEPTED AND AGREED:
	
	 BNP PARIBAS,

    as Administrative Agent

		
	By:	 	/s/ A-C Mathiot
		 	Name: A-C Mathiot
		 	Title: Managing Director
		
	By:	 	/s/ Keith Richards
		 	Name: Keith Richards
		 	Title: Vice President

 Signature Page to
Lender Consent Letter to Amendment 1 to Credit Agreement