Exhibit 10.1


 


THIRD AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT


 


This THIRD AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of February 14, 2020 (the “Third
Amendment Effective Date”), is by and among CARBON APPALACHIA ENTERPRISES, LLC, a Delaware limited liability company
(“CAE”), and NYTIS EXPLORATION (USA) INC., a Delaware corporation (“Nytis USA”, and
together with CAE, collectively, “Borrowers”, and each, individually, a “Borrower”), each
of the Subsidiaries party hereto (collectively, the “Guarantors” and each a “Guarantor”),
PROSPERITY BANK (successor by merger to LegacyTexas Bank), as the Administrative Agent (the “Administrative Agent”),
and the Lenders party hereto.


 


WHEREAS, Borrowers,
the financial institutions from time to time party thereto (the “Lenders”), and Administrative Agent are parties
to that certain Amended and Restated Credit Agreement dated as of December 31, 2018 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”);


 


WHEREAS, Borrowers
have advised Administrative Agent and the Lenders that certain Events of Default have occurred under the Credit Agreement as the
result of Borrowers’ failure to comply with (i) the hedging requirement set forth in Section 7.15(a) of the Credit
Agreement for the fiscal quarter ending September 30, 2019, and (ii) the asset sale covenant set forth in Section 4(c) of
the Second Amendment to Amended and Restated Credit Agreement dated as of August 14, 2019 (the foregoing Events of Default, collectively,
the “Specified Defaults”);


 


WHEREAS, Borrowers
have requested Administrative Agent and the Lenders to agree to amend the Credit Agreement and waive the Specified Defaults as
hereinafter provided, and, subject to the terms and conditions set forth herein, Administrative Agent and the Lenders are willing
to agree to such amendments and limited waiver, all as hereinafter provided; and


 


WHEREAS, Borrowers,
the Guarantors, the Lenders and Administrative Agent acknowledge that the terms of this Amendment constitute an amendment and modification
of, and not a novation of, the Credit Agreement and the other Loan Documents.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


SECTION 1. Definitions.
Unless otherwise defined in this Amendment, capitalized terms used in this Amendment that are defined in the Credit Agreement shall
have the meanings assigned to such terms in the Credit Agreement.


 


SECTION 2. Amendments
to Credit Agreement. Subject to satisfaction of the conditions to effectiveness set forth in Section 3 of this
Amendment, the parties hereto agree as follows:


 


(a) Additions to
Section 1.1 of the Credit Agreement. The following definitions are hereby added to Section 1.1 of the Credit Agreement in appropriate
alphabetical order to read in their entirety as follows:


 


“Monthly
Reduction Date” means each of February 28, 2020, March 31, 2020, April 30, 2020, and May 1, 2020 and any other date or
dates established by the Administrative Agent and the Revolving Credit Lenders pursuant to Section 2.9.


 




    THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT – Page 1


     


    

 


“Monthly
Reduction Amount” means an amount by which the Borrowing Base shall be automatically reduced on each Monthly Reduction
Date, until adjusted in accordance herewith, as set forth in Section 2.9(h) and/or as determined or redetermined by the
Administrative Agent and the Revolving Credit Lenders pursuant to Section 2.9.


 


“Third
Amendment Effective Date” means February 14, 2020.


 


(b) Amendment to
Section 1.1 of the Credit Agreement. The following definition in Section 1.1 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:


 


“Borrowing
Base Deficiency Notice” means a notice from Administrative Agent to Borrowers that a Borrowing Base Deficiency exists
because of a periodic or special redetermination made pursuant to Section 2.9(b) or Section 2.9(c)(i) (or
a periodic or special redetermination combined with the Monthly Reduction Amount).


 


(c) Amendment to
Section 2.9(b) of the Credit Agreement. Section 2.9(b) of the Credit Agreement is hereby amended and restated to read in its
entirety as follows:


 


(b) Periodic
Determinations of Borrowing Base.


 


(i) The Borrowing
Base shall be redetermined as of May 1 and November 1 of each year, commencing May 1, 2019. On or before April 1 of each year,
Borrowers shall furnish Administrative Agent a Reserve Report as of the preceding January 1 prepared by an Independent Engineer
covering all of the Proved Oil and Gas Properties of the Borrowing Parties, including the Mortgaged Properties. On or before October
1 of each year, Borrowers shall furnish Administrative Agent a Reserve Report as of the preceding July 1 prepared by Borrowers’
own engineer and certified by a Responsible Officer of each Borrower covering all of the Proved Oil and Gas Properties of the Borrowing
Parties, including the Mortgaged Properties. Upon receipt of each such Reserve Report, Administrative Agent shall make a determination
of the Borrowing Base and the Monthly Reduction Amount (if any) which shall become effective upon approval by the Required Revolving
Credit Lenders or all Revolving Credit Lenders in accordance with the procedures set forth in Section 2.9(d) and subsequent
written notification from Administrative Agent to Borrowers, and which, subject to the other provisions of this Agreement, shall
be the Borrowing Base until the effective date of the next redetermination as provided in this Section 2.9.


 


(ii) In the
event that Borrowers do not furnish to Administrative Agent a Reserve Report by the dates specified in Section 2.9(b)(i),
then Administrative Agent and the Required Revolving Credit Lenders or all Revolving Credit Lenders, as applicable, may nonetheless
redetermine the Borrowing Base and/or the Monthly Reduction Amount and redesignate the Borrowing Base and/or Monthly Reduction
Amount from time to time thereafter in their sole discretion until Administrative Agent receives the relevant Reserve Report, whereupon
Administrative Agent and the Required Revolving Credit Lenders or all Revolving Credit Lenders, as applicable, shall redetermine
the Borrowing Base and/or Monthly Reduction Amount as otherwise specified in this Section 2.9.


 




    THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT – Page 2


     


    

 


(d) Amendment to
Section 2.9(c)(i) of the Credit Agreement. Section 2.9(c)(i) of the Credit Agreement is hereby amended and restated to read
in its entirety as follows:


 


(i) Special
determinations of the Borrowing Base may be requested (A) by Borrowers not more than two times per calendar year, or (B) by Administrative
Agent at any time during the term hereof. If any special determination is requested by Borrowers, Borrowers shall provide, if requested
by Administrative Agent, an updated Reserve Report prepared by Borrowers’ own engineer brought forward from the most recent
Reserve Report furnished by Borrowers to Administrative Agent. If any special determination is requested by Administrative Agent,
Borrowers will provide Administrative Agent with engineering data for the oil and gas reserves updated from the most recent Reserve
Report furnished to Administrative Agent, as soon as is reasonably possible following the request. The determination whether to
increase or decrease the Borrowing Base and the Monthly Reduction Amount (if any) shall be made in accordance with the standards
set forth in Section 2.9(a) and the procedures set forth in Section 2.9(d). In the event of any special
determination of the Borrowing Base pursuant to this Section 2.9(c), Administrative Agent in the exercise of its discretion
may suspend the next regularly scheduled determination of the Borrowing Base.


 


(e) Amendment to
Section 2.9(d) of the Credit Agreement. Section 2.9(d) of the Credit Agreement is hereby amended and restated to read in its
entirety as follows:


 


(d) General
Procedures With Respect to Determination of Borrowing Base. The Borrowing Base shall be determined as of May 1 and November 1
of each year, commencing May 1, 2019, until the Revolving Credit Maturity Date. Administrative Agent shall propose a redetermined
Borrowing Base and a Monthly Reduction Amount (if any) on or about 30 days following receipt by Administrative Agent and the Lenders
of a Reserve Report and other applicable information. After having received notice of such proposal from Administrative Agent,
the Required Revolving Credit Lenders (or all Revolving Credit Lenders in the event of a proposed increase of the Borrowing Base
or decrease of the Monthly Reduction Amount) shall have 15 days to agree or disagree with such proposal. Solely as it relates to
a reaffirmation or proposed decrease of the Borrowing Base and/or increase in the Monthly Reduction Amount, if at the end of such
15-day period, the Required Revolving Credit Lenders shall not have communicated their approval or disapproval, such silence shall
be deemed an approval, and Administrative Agent’s proposal shall be the new Borrowing Base and/or Monthly Reduction Amount.
For the avoidance of doubt, as it relates to proposed increases of the Borrowing Base or decreases of the Monthly Reduction Amount
(if any), silence from a Revolving Credit Lender shall be deemed as disapproval. If the Required Revolving Credit Lenders (or all
Revolving Credit Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount)
cannot agree on the amount of the Borrowing Base or Monthly Reduction Amount, as applicable, within 7 days after Administrative
Agent has been notified of their disapproval, then Administrative Agent shall propose a new redetermined Borrowing Base and/or
a new Monthly Reduction Amount within 15 days after the end of such 7-day period and the foregoing process shall be repeated. This
process shall be repeated until the Required Revolving Credit Lenders (or all Revolving Credit Lenders, in the event of a proposed
increase of the Borrowing Base or decrease of the Monthly Reduction Amount) agree on a new Borrowing Base and/or Monthly Reduction
Amount. Upon the final redetermination of the Borrowing Base and/or Monthly Reduction Amount, Administrative Agent, the Revolving
Credit Lenders approving same and Borrowers shall execute a Borrowing Base Adjustment Letter.


 


(f) Addition to
Section 2.9 of the Credit Agreement. A new clause (h) is hereby added to the end of Section 2.9 of the Credit Agreement to
read in its entirety as follows:


 


(h) Borrowing
Base Reduction. At the time of any periodic or special redetermination of the Borrowing Base, the Revolving Credit Lenders
reserve the right to establish the Monthly Reduction Amount. The Revolving Credit Lenders’ determination of the Monthly Reduction
Amount shall be made in accordance with the standards specified in Section 2.9 and the procedures specified in Section 2.9(d).
On the Third Amendment Effective Date, the Monthly Reduction Amount initially will be set as follows for each Monthly Reduction
Date:


 




    THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT – Page 3


     


    

 


	Monthly Reduction Date	 	Monthly Reduction Amount	 
	February 28, 2020	 	$	1,000,000	 
	March 31, 2020	 	$	1,000,000	 
	April 30, 2020	 	$	2,000,000	 
	May 1, 2020	 	$	2,000,000	 



 


If the total Aggregate
Revolving Credit Exposure of the Revolving Credit Lenders shall exceed the Borrowing Base solely because of the reduction of the
Borrowing Base by the Monthly Reduction Amount, Borrower shall, on or prior to the date of such occurrence, make a single lump
sum payment in an amount sufficient to reduce the total Aggregate Revolving Credit Exposure of the Revolving Credit Lenders to
or below the Borrowing Base.


 


(g) Amendment to
Section 7.1(a)(ii) of the Credit Agreement. Section 7.1(a)(ii) of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:


 


(ii) As soon as
available, and in any event within 90 days after the last day of each fiscal year of Borrowers, beginning with the fiscal year
ending December 31, 2019, a copy of the annual audited report of the Borrowers and their respective Subsidiaries for such
fiscal year containing, on a consolidated basis (along with a consolidating breakout for the Borrowing Parties in a supplemental
schedule thereto), balance sheets and statements of income, retained earnings, and cash flow as of the end of such fiscal year
and for the 12-month period then ended, in each case setting forth in comparative form the figures for the preceding fiscal year (other
than for the fiscal year ending December 31, 2019), all in reasonable detail and audited by and accompanied by a report of independent
certified public accountants of recognized standing reasonably acceptable to Administrative Agent, to the effect that such report
has been prepared in accordance with GAAP and containing no material qualifications or limitations on scope;


 


(h) Amendment to
Section 7.1(s) of the Credit Agreement. Section 7.1(s) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:


 


(s) Operating
Budget. (i) on or before (A) March 31, 2020 and (B) the effective date of the Borrowing Base redetermination as of May 1, 2020,
an annual Borrower-prepared operating budget (or an update thereof) for fiscal year 2020, including at a minimum an income statement,
balance sheet, cash flow statement and capital expenditure plan of Borrowers, and (ii) thereafter, as soon as available, but in
any event within 90 days after the last day of each fiscal year of CAE, an annual Borrower-prepared operating budget for the fiscal
year in which such budget is due, including at a minimum an income statement, balance sheet, cash flow statement and capital expenditure
plan of Borrowers;


 


(i) Amendment to
Section 9.3 of the Credit Agreement. Section 9.3 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:


 


Section 9.3 [Reserved].


 




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(j) Amendment to
Section 12.10(h) of the Credit Agreement. Section 12.10(h) of the Credit Agreement is hereby amended and restated to read in
its entirety as follows:


 


(h)
increase the Borrowing Base, decrease the Monthly Reduction Amount or modify the provisions of Section 2.9(d) without the
written consent of each Revolving Credit Lender;


 


(k) Amendment to
Schedule 2.1 of the Credit Agreement. Schedule 2.1 of the Credit Agreement is hereby replaced in its entirety with Schedule 2.1
to this Amendment.


 


SECTION 3. Borrowing
Base; Monthly Reduction Amount.


 


(a) Decrease of
Borrowing Base. Effective as of the Third Amendment Effective Date, the Borrowing Base is hereby decreased to $73,000,000.00.
The foregoing decrease of the Borrowing Base is a periodic redetermination of the Borrowing Base under Section 2.9(b) of the Credit
Agreement. The Borrowing Base as decreased herein will remain in effect until the date of the next periodic redetermination of
the Borrowing Base under Section 2.9(b) of the Credit Agreement, unless otherwise adjusted pursuant to the provisions of Section
2.9 of the Credit Agreement.


 


(b) Monthly Reduction
Amount. Effective as of the Third Amendment Effective Date, the Monthly Reduction Amount is hereby set as follows for each
Monthly Reduction Date:


 


	Monthly Reduction Date	 	Monthly Reduction Amount	 
	February 28, 2020	 	$	1,000,000	 
	March 31, 2020	 	$	1,000,000	 
	April 30, 2020	 	$	2,000,000	 
	May 1, 2020	 	$	2,000,000	 



 


The Monthly Reduction
Amount as established herein will remain in effect until the date of the next redetermination of the Monthly Reduction Amount under
Section 2.9(b) of the Credit Agreement, unless otherwise adjusted pursuant to the provisions of Section 2.9 of the Credit Agreement.


 


(c) Acknowledgment.
The parties hereto acknowledge and agree that the determination of the Borrowing Base and Monthly Reduction Amount set forth in
this Section 3 has been made in accordance with the standards and procedures set forth in Section 2.9 of the Credit Agreement.


 


SECTION 4. Specified
Defaults; Limited Waiver.


 


(a) Specified Defaults.
Borrowers have requested that Administrative Agent and the Lenders waive the Specified Defaults. Subject to the terms and conditions
of this Amendment, Administrative Agent and the Lenders hereby waive the Specified Defaults.


 


(b) Limited Waiver.
Except for the limited waiver set forth in Section 4(a) and except as otherwise provided herein, no provision hereof shall
constitute a waiver of any of the terms or conditions of the Credit Agreement or any other Loan Document other than those terms
or conditions expressly addressed herein (and even in such instance, only to the extent explicitly addressed herein). Other than
as expressly set forth in this Amendment, nothing contained in this Amendment shall be construed as a waiver of any Default or
Event of Default or a consent to any action or inaction by any Borrower, any Guarantor or any other Obligated Party, nor shall
it be construed as a course of dealing or conduct on the part of any Lender. All rights and remedies now or hereafter available
to Administrative Agent or any Lender are hereby reserved. The limited waiver set forth herein shall be effective only in this
specific instance and for the specific purpose for which it is given, and this limited waiver shall not entitle any Borrower to
any other or further waiver or consent in any similar or other circumstance.


 




    THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT – Page 5


     


    

 


SECTION 5. Conditions
of Effectiveness. The amendments set forth in Section 2 of this Amendment, the Borrowing Base and Monthly Reduction
Amount adjustment set forth in Section 3 of this Amendment, the limited waiver set forth in Section 4 of this Amendment,
as well as any other terms and conditions set forth herein, shall be effective as of Third Amendment Effective Date, provided that
Administrative Agent shall have received each of the following:


 


(a) a counterpart of
this Amendment executed by Borrowers, the Guarantors and the Lenders;


 


(b) payment of all
fees and expenses required to be paid pursuant to this Amendment, the Credit Agreement and other the Loan Documents; and


 


(c) executed Mortgages,
or amendments to existing Mortgages, such that the Recognized Value of all Oil and Gas Properties subject to Mortgages is not less
than the Required Reserve Value;


 


(d) title opinions
and/or other title information and data acceptable to the Administrative Agent covering Oil and Gas Properties sufficient to meet
the requirements of Section 7.14 of the Credit Agreement; and


 


(e) such other certificates,
documents, consents or instruments as Administrative Agent may reasonably require.


 


SECTION 6. Post-Closing
Obligation. As soon as available, but in any event on or prior to five (5) days after the Third Amendment Effective Date (or
such later date to which the Administrative Agent may agree in its sole discretion), the Borrower shall provide to Administrative
Agent evidence satisfactory to the Administrative Agent that Borrower or the applicable Obligated Party has entered into and maintained
Commodity Hedging Transactions sufficient to meet the hedging requirements set forth in Section 7.15(a)(ii) of the Credit
Agreement.


 


SECTION 7. Acknowledgment
and Ratification. As a material inducement to Administrative Agent and the Lenders to execute and deliver this Amendment, each
of Borrowers and each of the Guarantors acknowledges and agrees that (a) the execution, delivery, and performance of this Amendment
shall, except as expressly provided herein, in no way release, diminish, impair, reduce, or otherwise affect the obligations of
such Person under the Loan Documents to which such Person is a party, (b) acknowledges and agrees that each Loan Document
to which such Person is a party shall remain in full force and effect and shall each continue to be the legal, valid and binding
obligations of such Person enforceable against such Person in accordance with its terms, and (c) acknowledges and agrees that
it has no claims or offsets against, or defenses or counterclaims to, any of the Loan Documents.


 


SECTION 8. Representations
and Warranties. Before and after giving effect to this Amendment, the Borrowers hereby confirm that (a) the representations
and warranties of each Borrower and each other Obligated Party contained in the Credit Agreement and the other Loan Documents are
true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality,
in which case they shall be true and correct in all respects) on and as of the Third Amendment Effective Date, except to the extent
that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in
all material respects (except to the extent such representations and warranties are qualified by materiality, in which case they
shall be true and correct in all respects) as of such earlier date, and (b) no Default or Event of Default shall have occurred
and be continuing (other than the Specified Defaults).


 




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SECTION 9. Administrative
Agent and the Lenders Make No Representations or Warranties. By execution of this Amendment, neither Administrative Agent nor
any Lender (a) makes any representation or warranty or assumes any responsibility with respect to any statements, warranties,
or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness,
sufficiency, or value of this Amendment, the Credit Agreement, the Loan Documents or any other instrument or document furnished
pursuant hereto or thereto, or (b) makes any representation or warranty or assumes any responsibility with respect to the
financial condition of any Borrower, any Guarantor or any other Person or the performance or observance by such Persons of any
of their obligations under the Loan Documents or any other instrument or document furnished pursuant thereto.


 


SECTION 10. Effect
of Amendment. This Amendment (a) 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, the other Loan Documents or any of the instruments or agreements
referred to therein, (b) except as expressly provided herein, shall not prejudice any right or rights which Administrative
Agent or the Lenders may now or hereafter have under or in connection with the Credit Agreement or any other Loan Document, including,
without limitation, the right to accelerate the Obligations, institute foreclosure proceedings, exercise their respective rights
under the UCC or other applicable Law, and/or institute collection proceedings against any Borrower, any Guarantor, or any other
Obligated Party, to the extent provided therein or by Law, and (c) except as expressly provided herein, shall not be deemed
to be a waiver of any existing or future Default or Event of Default under the Credit Agreement or any other Loan Document.


 


SECTION 11. Miscellaneous.
This Amendment shall be governed by, and construed in accordance with, the Laws of the State of Texas. The captions in this Amendment
are for convenience of reference only and shall not define or limit the provisions hereof. This Amendment may be executed in separate
counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one
instrument. In proving this Amendment, it shall not be necessary to produce or account for more than one such counterpart. This
Amendment, and any documents required or requested to be delivered pursuant to Section 5 hereof, may be delivered by
telecopy or pdf transmission of the relevant signature pages hereof and thereof, as applicable.


 


SECTION 12. NOTICE
OF FINAL AGREEMENT. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES RELATING TO
THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


 


[Remainder
of page intentionally left blank. Signature pages follow.]


 




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


 


	 	BORROWERS:
	 	 
	 	CARBON APPALACHIA ENTERPRISES, LLC
	 	 
	 	By:	 
	 	 	Patrick R. McDonald
	 	 	President
	 	 
	 	NYTIS EXPLORATION (USA) INC.
	 	 
	 	By:	 
	 	 	Patrick R. McDonald
	 	 	President
	 	 
	 	GUARANTORS:
	 	 
	 	APPALACHIA GAS SERVICES, LLC
	 	CARBON APPALACHIA GROUP, LLC
	 	CARBON APPALACHIAN COMPANY, LLC
	 	CARBON TENNESSEE MINING COMPANY, LLC
	 	CARBON WEST VIRGINIA COMPANY LLC
	 	CRANBERRY PIPELINE CORPORATION
	 	 
	 	 
	 	By:	 
	 	 	Patrick R. McDonald
	 	 	President of each of the entities set forth above
	 	 
	 	COALFIELD PIPELINE COMPANY
	 	 
	 	 
	 	By:	 
	 	 	Patrick R. McDonald
	 	 	President & CEO


 




    THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page


     


    

 


	 	GUARANTORS:
	 	 
	 	KNOX ENERGY, LLC
	 	 
	 	By:	Carbon Appalachia Enterprises, LLC,

its sole Member
	 	 
	 	By:	 
	 	 	Patrick R. McDonald
	 	 	President
	 	 
	 	NYTIS EXPLORATION COMPANY LLC
	 	 
	 	By:	Nytis Exploration (USA) Inc.,

its sole Manager
	 	 
	 	By:	 
	 	 	Patrick R. McDonald
	 	 	President


 




    THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page


     


    

 


	 	ADMINISTRATIVE AGENT:
	 	 
	 	PROSPERITY BANK
	 	 
	 	By:	 
	 	 	Michael Dombroski
	 	 	Managing Director
	 	 
	 	LENDER:
	 	 
	 	PROSPERITY BANK
	 	 
	 	By:	 
	 	 	Michael Dombroski
	 	 	Managing Director


 




    THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page


     


    

 


	 	LENDERS:
	 	 
	 	EAST WEST BANK
	 	 
	 	By:	                         
	 	Name: 	 
	 	Title:	 


 




    THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page


     


    

 


	 	LENDERS:
	 	 
	 	SIMMONS BANK, an Arkansas Chartered Bank
	 	 
	 	By:	                       
	 	Name: 	 
	 	Title:	 


 




    THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page


     


    

 


	 	LENDERS:
	 	 
	 	CIT BANK, N.A.
	 	 
	 	By:	                             
	 	Name: 	 
	 	Title:	 


 




    THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page


     


    

 


SCHEDULE 2.1


 


Commitments and Applicable Percentages


 


	Lender	 	Revolving Credit Commitment	 	 	Term Loan Commitment	 	 	Applicable
 Percentage	 
	Prosperity Bank	 	$	166,666,666.67	 	 	$	1,666,668.00	 	 	 	33.333333333	%
	East West Bank	 	$	166,666,666.67	 	 	$	1,666,668.00	 	 	 	33.333333333	%
	Simmons Bank	 	$	112,500,000.00	 	 	$	1,125,001.00	 	 	 	22.500000000	%
	CIT Bank, N.A.	 	$	54,166,666.66	 	 	$	541,667.00	 	 	 	10.833333332	%
	Total:	 	$	500,000,000.00	 	 	$	5,000,004.00	 	 	 	100.000000000	%