Exhibit 10.2 Third Amend to Sixth Amended and Restated Credit Agreement




EXHIBIT 10.2
EXECUTION VERSION






THIRD AMENDMENT
TO
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF APRIL 30, 2014
AMONG


LINN ENERGY, LLC, 
AS BORROWER,


THE GUARANTORS,


WELLS FARGO BANK, NATIONAL ASSOCIATION, 
AS ADMINISTRATIVE AGENT,
AND
THE LENDERS PARTY HERETO






______________________________________________________________________________


JOINT BOOK RUNNERS AND JOINT LEAD ARRANGERS
WELLS FARGO SECURITIES, LLC    RBC CAPITAL MARKETS





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THIRD AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Third Amendment”) dated as of April 30, 2014, among LINN ENERGY, LLC, a Delaware limited liability company (the “Borrower”); the Guarantors signatory hereto, each of the Lenders party to the Credit Agreement referred to below that are signatory hereto; and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
R E C I T A L S
A.    The Borrower, the Administrative Agent, the Lenders and the other Agents party thereto entered into that certain Sixth Amended and Restated Credit Agreement dated as of April 24, 2013 as amended by that certain First Amendment dated as of October 30, 2013 and that certain Second Amendment dated as of December 13, 2013 (the “Credit Agreement”), pursuant to which the Lenders have made certain credit and other financial accommodations available to and on behalf of the Borrower and its Subsidiaries.
B.    The Borrower has requested and the Administrative Agent and the Lenders have agreed to amend certain provisions of the Credit Agreement.
C.    NOW, THEREFORE, to induce the Administrative Agent and the Lenders to enter into this Third Amendment and in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Defined Terms.  Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement, as amended by this Third Amendment.  Unless otherwise indicated, all section or article references in this Third Amendment refer to sections or articles of the Credit Agreement.
Amendments to Credit Agreement.
2.1    Amendment to Section 1.02.  Section 1.02 is hereby amended by deleting the following defined terms in their entirety and replacing them with the following:
“‘Agreement’ means this Credit Agreement, as amended by the First Amendment dated as of October 30, 2013, the Second Amendment dated as of December 13, 2013 and the Third Amendment dated as of April 30, 2014, as the same may from time to time be further amended, modified, supplemented or restated.
‘Maturity Date’ means April 6, 2019.”
2.2    Amendment to Section 8.01(d).  Section 8.01(d) is hereby amended by deleting the term “owning” and replacing it with the term “owing” in the 11th line thereof.

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2.3    Amendment to Section 8.19.  Section 8.19 is hereby amended and restated in its entirety to read as follows:
“Section 8.19    Berry Matters.  The Borrower covenants and agrees to cause Berry and each of its Subsidiaries to become Restricted Subsidiaries pursuant to Section 9.18(c) upon the redemption or refinancing of the Berry Senior Debt.”


Section 3.    Borrowing Base.  For the period from and including the Third Amendment Effective Date to but excluding the next Redetermination Date, the amount of the Borrowing Base shall be equal to $4.5 billion.  Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time pursuant to ‎Section 2.07(e), ‎Section 2.07(f), Section 8.12(c), or Section 9.11(d) of the Credit Agreement.
Section 4.    Assignments and Reallocation of Maximum Credit Amounts and Loans.  The Lenders have agreed among themselves, in consultation with the Borrower, to reallocate their respective Maximum Credit Amounts and to, among other things, add PNC Bank National Association and NextEra Energy Power Marketing, LLC as “Lenders” under the Credit Agreement (each a “New Lender”) and Amegy Bank National Association has decided to exit as a Lender (the “Exiting One Lender”).  The Administrative Agent and the Borrower hereby consent to such reallocation and the Lenders’ and Exiting One Lender’s assignments of their Maximum Credit Amounts, including assignments to the New Lenders.  On the Third Amendment Effective Date and after giving effect to such reallocations, the Maximum Credit Amount of each Lender shall be as set forth on Annex I of this Third Amendment which Annex I supersedes and replaces the Annex I to the Credit Agreement.  With respect to such reallocation, each Lender shall be deemed to have acquired the Maximum Credit Amount allocated to it from each of the other Lenders and the Exiting One Lender pursuant to the terms of the Assignment and Assumption Agreement attached as Exhibit D to the Credit Agreement as if each such Lender and Exiting One Lender had executed an Assignment and Assumption Agreement with respect to such allocation.  In connection with this Assignment and for purposes of this Assignment only, the Lenders, the New Lenders, the Exiting One Lender, the Administrative Agent and the Borrower waive the processing and recordation fee under Section 12.04(b)(ii).
Conditions Precedent.  This Third Amendment shall become effective on the date (such date, the “Third Amendment Effective Date”), when each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement):
5.1    The Administrative Agent shall have received (a) all fees and other amounts due and payable on or prior to the Third Amendment Effective Date and all other fees the Borrower has agreed to pay in connection with this Third Amendment and (b) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.
5.2    The Administrative Agent shall have received from all of the Lenders, the Borrower and the Guarantors, counterparts (in such number as may be requested by the Administrative Agent) of this Third Amendment signed on behalf of such Person.

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5.3    To the extent requested by a Lender, the Administrative Agent shall have received duly executed Notes payable to each such Lender in a principal amount equal to its Maximum Credit Amount dated as of the date hereof.
5.4    No Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Third Amendment.
The Administrative Agent is hereby authorized and directed to declare this Third Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 5 or the waiver of such conditions as permitted in Section 12.02 of the Credit Agreement.  Such declaration shall be final, conclusive and binding upon all parties to the Agreement for all purposes.
Miscellaneous.
6.1    Confirmation.  The provisions of the Credit Agreement, as amended by this Third Amendment, shall remain in full force and effect following the effectiveness of this Third Amendment.
6.2    Ratification and Affirmation; Representations and Warranties.  Each of the Borrower and the Guarantors hereby (a) acknowledges the terms of this Third Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Third Amendment:
(i)    all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except those which have a materiality qualifier, which shall be true and correct as so qualified), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, 
(ii)    no Default or Event of Default has occurred and is continuing, and
(iii)    no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
6.3    Loan Document.  This Third Amendment is a Loan Document.
6.4    Counterparts.  This Third Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Third Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.
6.5    NO ORAL AGREEMENT.  THIS THIRD AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN 

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CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.
6.6    GOVERNING LAW.  THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
6.7    Payment of Expenses.  In accordance with Section 12.03 of the Credit Agreement, the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of- pocket costs and reasonable expenses incurred in connection with this Third Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.
6.8    Severability.  Any provision of this Third Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
6.9    Successors and Assigns.  This Third Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
6.10    Exiting Two Lender.  Simultaneously with the effectiveness of this Third Amendment, Deutsche Bank Trust Company Americas (the “Exiting Two Lender”) shall be deemed to have irrevocably sold and assigned to Deutsche Bank AG New York Branch (the “Assignee”), and the Assignee shall be deemed to have irrevocably purchased and assumed from the Exiting Two Lender, all of the Exiting Two Lender’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto with respect to the Exiting Two Lender’s Maximum Credit Amount and Revolving Loans and LC Disbursements owing to such Exiting Two Lender.  Such sales, assignments, purchases and assumptions shall be deemed to have been effected by way of, and subject to the terms and conditions of, an Assignment and Assumption attached as Exhibit D to the Credit Agreement without the payment of any related assignment fee, and, except for replacement Notes to be provided to the Assignee in the appropriate principal amounts (unless the Assignee requests not to receive such Notes), no other documents or instruments shall be, or shall be required to be, executed in connection with such sales, assignments, purchases and assumptions (all of which are hereby waived).  The Exiting Two Lender and the Assignee shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such sales, assignments, purchases and assumptions.



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[SIGNATURES BEGIN NEXT PAGE]



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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed as of the date first written above.


	
			
	BORROWER:
	LINN ENERGY, LLC

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Kolja Rockov

	 
	 
	Kolja Rockov

	 
	 
	Executive Vice President and 
Chief Financial Officer







Signature Page to Third Amendment




	
				
	GUARANTORS:
	LINN ENERGY HOLDINGS, LLC

	 
	 

	 
	LINN OPERATING, INC.

	 
	 

	 
	MID-CONTINENT HOLDINGS I, LLC

	 
	MID-CONTINENT HOLDINGS II, LLC

	 
	MID-CONTINENT I, LLC

	 
	 

	 
	MID-CONTINENT II, LLC

	 
	 

	 
	LINN GAS MARKETING, LLC

	 
	LINN EXPLORATION &  
PRODUCTION MICHIGAN LLC

	 
	 

	 
	LINN MIDWEST ENERGY LLC

	 
	 

	 
	 

	 
	By:
	/s/ Kolja Rockov

	 
	 
	Kolja Rockov

	 
	 
	Executive Vice President and Chief Financial Officer

	 
	 

	 
	 

	 
	LINN EXPLORATION   
MIDCONTINENT, LLC

	 
	 

	 
	By: Mid-Continent Holdings II, LLC, its  
sole member, as Member/Manager

	 
	 

	 
	 

	 
	By:
	/s/ Kolja Rockov

	 
	Name:
	Kolja Rockov

	 
	Title:
	Executive Vice President and Chief Financial Officer







Signature Page to Third Amendment




	
			
	LENDERS:
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Betsy Jocher

	 
	Name:
	Betsy Jocher

	 
	Title:
	Director







Signature Page to Third Amendment
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	ROYAL BANK OF CANADA

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Don J. McKinnerney

	 
	Name:
	Don J. McKinnerney

	 
	Title:
	Authorized Signatory







Signature Page to Third Amendment
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	BARCLAYS BANK PLC

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Vanessa A. Kurbatskiy

	 
	Name:
	Vanessa A. Kurbatskiy

	 
	Title:
	Vice President







Signature Page to Third Amendment
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	CITIBANK, N.A.

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Eamon Baqui

	 
	Name:
	Eamon Baqui

	 
	Title:
	Vice President







Signature Page to Third Amendment
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	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Sharada Manne

	 
	Name:
	Sharada Manne

	 
	Title:
	Managing Director

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Michael Willis

	 
	Name:
	Michael Willis

	 
	Title:
	Managing Director







Signature Page to Third Amendment
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	CREDIT SUISSE AG, CAYMAN  
ISLAND BRANCH

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Michael Spaight

	 
	Name:
	Michael Spaight

	 
	Title:
	Authorized Signatory

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Samuel Miller

	 
	Name:
	Samuel Miller

	 
	Title:
	Authorized Signatory







Signature Page to Third Amendment
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	THE ROYAL BANK OF SCOTLAND 
PLC

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Steve Ray

	 
	Name:
	Steve Ray

	 
	Title:
	Director







Signature Page to Third Amendment
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	THE BANK OF NOVA SCOTIA

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Terry Donovan

	 
	Name:
	Terry Donovan

	 
	Title:
	Managing Director







Signature Page to Third Amendment
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	BANK OF MONTREAL

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ James V. Ducote

	 
	Name:
	James V. Ducote

	 
	Title:
	Managing Director







Signature Page to Third Amendment
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	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Trudy Nelson

	 
	Name:
	Trudy Nelson

	 
	Title:
	Authorized Signatory

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Daria Mahoney

	 
	Name:
	Daria Mahoney

	 
	Title:
	Authorized Signatory







Signature Page to Third Amendment
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	UBS AG, STAMFORD BRANCH

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Lana Gifas

	 
	Name:
	Lana Gifas

	 
	Title:
	Director

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Jennifer Anderson

	 
	Name:
	Jennifer Anderson

	 
	Title:
	Associate Director







Signature Page to Third Amendment
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	COMERICA BANK

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ William Robinson

	 
	Name:
	William Robinson

	 
	Title:
	Vice President







Signature Page to Third Amendment
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	ING CAPITAL LLC

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Juli Bieser

	 
	Name:
	Juli Bieser

	 
	Title:
	Director

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Charles Hall

	 
	Name:
	Charles Hall

	 
	Title:
	Managing Director







Signature Page to Third Amendment
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	SOCIETE GENERALE

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Graeme Bullen

	 
	Name:
	Graeme Bullen

	 
	Title:
	Managing Director







Signature Page to Third Amendment
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	U.S. BANK NATIONAL  
ASSOCIATION

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Ben J. Leonard

	 
	Name:
	Ben J. Leonard

	 
	Title:
	Vice President







Signature Page to Third Amendment
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	ABN AMRO CAPITAL USA LLC

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Darrell Holley

	 
	Name:
	Darrell Holley

	 
	Title:
	Managing Director

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ J. D. Kalverkamp

	 
	Name:
	J. D. Kalverkamp

	 
	Title:
	Country Executive







Signature Page to Third Amendment
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	COMPASS BANK

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Kathleen J. Bowen

	 
	 
	Kathleen J. Bowen

	 
	 
	Senior Vice President







Signature Page to Third Amendment
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	DNB CAPITAL LLC

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Joe Hykle

	 
	Name:
	Joe Hykle

	 
	Title:
	Senior Vice President

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Robert Dupree

	 
	Name:
	Robert Dupree

	 
	Title:
	Senior Vice President







Signature Page to Third Amendment
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	UNION BANK, N.A.

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Stacy A. Goldstein

	 
	Name:
	Stacy A. Goldstein

	 
	Title:
	Vice President







Signature Page to Third Amendment
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	CAPITAL ONE, N.A.

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Matthew L. Molero

	 
	Name:
	Matthew L. Molero

	 
	Title:
	Sr. Vice President







Signature Page to Third Amendment
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	SUNTRUST BANK

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Chulley Bogle

	 
	Name:
	Chulley Bogle

	 
	Title:
	Vice President







Signature Page to Third Amendment
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	BANK OF AMERICA, N.A.

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Joseph Scott

	 
	Name:
	Joseph Scott

	 
	Title:
	Director







Signature Page to Third Amendment
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	JPMORGAN CHASE BANK, N.A.

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Michael A. Kamauf

	 
	Name:
	Michael A. Kamauf

	 
	Title:
	Authorized Officer





Signature Page to Third Amendment
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	DEUTSCHE BANK TRUST COMPANY AMERICAS, solely for purposes of Section 6.10 as Exiting Two Lender

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Michael Getz

	 
	Name:
	Michael Getz

	 
	Title:
	Vice President

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Michael Shannon

	 
	Name:
	Michael Shannon

	 
	Title:
	Vice President

	 
	 

	 
	DEUTSCHE BANK AG NEW YORK BRANCH

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Michael Getz

	 
	Name:
	Michael Getz

	 
	Title:
	Vice President

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Michael Shannon

	 
	Name:
	Michael Shannon

	 
	Title:
	Vice President







Signature Page to Third Amendment
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	GOLDMAN SACHS BANK USA

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Mark Walton

	 
	Name:
	Mark Walton

	 
	Title:
	Authorized Sigantory







Signature Page to Third Amendment
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	MACQUARIE BANK LIMITED

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Byron den Hertog

	 
	Name:
	Byron den Hertog

	 
	Title:
	Division Director

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Andrew Douglas Harding

	 
	Name:
	Andrew Douglas Harding

	 
	Title:
	Executive Director and 
Head of Legal Risk Management 
Fixed Income, Currencies and Commodities

	 
	 
	(Signed in Sydney, POA Ref: #938 
dated 22nd November 2012)







Signature Page to Third Amendment
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	MORGAN STANLEY BANK, N.A.

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Michael King

	 
	Name:
	Michael King

	 
	Title:
	Authorized Signatory





Signature Page to Third Amendment
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	BP ENERGY COMPANY

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Steve J. Provenzano

	 
	Name:
	Steve J. Provenzano

	 
	Title:
	Vice President







Signature Page to Third Amendment
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	BNP PARIBAS

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Ann Rhoads

	 
	Name:
	Ann RHOADS

	 
	Title:
	Managing Director

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Julien Pecoud-Bouvet

	 
	Name:
	Julien PECOUD-BOUVET

	 
	Title:
	Vice President







Signature Page to Third Amendment
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	BRANCH BANKING AND TRUST COMPANY

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Deanna Breland

	 
	Name:
	Deanna Breland

	 
	Title:
	Senior Vice President







Signature Page to Third Amendment
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	SUMITOMO MITSUI BANKING CORPORATION

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ James D. Weinstein

	 
	Name:
	James D. Weinstein

	 
	Title:
	Managing Director







Signature Page to Third Amendment
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	WHITNEY BANK

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ David E. Sisler

	 
	Name:
	David E. Sisler

	 
	Title:
	Senior Vice President







Signature Page to Third Amendment
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	ASSOCIATED BANK, N.A.

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Farhan Iqbal

	 
	Name:
	Farhan Iqbal

	 
	Title:
	Senior Vice President







Signature Page to Third Amendment
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	KEYBANK NATIONAL ASSOCIATION

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ John Dravenstott

	 
	Name:
	John Dravenstott

	 
	Title:
	Vice President







Signature Page to Third Amendment
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	THE HUNTINGTON NATIONAL  
BANK

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Stephen Hoffman

	 
	Name:
	Stephen Hoffman

	 
	Title:
	Managing Director





Signature Page to Third Amendment
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	FIFTH THIRD BANK

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Byron L. Cooley

	 
	Name:
	Byron L. Cooley

	 
	Title:
	Executive Director





Signature Page to Third Amendment
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	NATIXIS

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Louis P. Laville, III

	 
	Name:
	Louis P. Laville, III

	 
	Title:
	Managing Director

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Stuart Murray

	 
	Name:
	Stuart Murray

	 
	Title:
	Managing Director







Signature Page to Third Amendment
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	TORONTO DOMINION (NEW YORK) LLC

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Masood Fikree

	 
	Name:
	Masood Fikree

	 
	Title:
	Authorized Signatory







Signature Page to Third Amendment
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	Mizuho Bank, Ltd.

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Raymond Ventura

	 
	Name:
	Raymond Ventura

	 
	Title:
	Deputy General Manager





Signature Page to Third Amendment
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	CARGILL, INCORPORATED

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Marc D. Rubenstein

	 
	Name:
	Marc D. Rubenstein

	 
	Title:
	Credit Manager, Authorized Signatory 
Cargill, Incorporated





Signature Page to Third Amendment
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	PNC BANK NATIONAL ASSOCIATION

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Jonathan Luchansky

	 
	Name:
	Jonathan Luchansky

	 
	Title:
	Assistant Vice President





Signature Page to Third Amendment
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	NEXTERA ENERGY POWER MARKETING, LLC

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Mark Maisto

	 
	Name:
	Mark Maisto

	 
	Title:
	President





Signature Page to Third Amendment
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	AMEGY BANK NATIONAL ASSOCIATION, solely for purposes of Section 4 as Exiting One Lender

	 
	 

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Charles W. Patterson

	 
	Name:
	Charles W. Patterson

	 
	Title:
	Senior Vice President









Signature Page to Third Amendment
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ANNEX I
LIST OF MAXIMUM CREDIT AMOUNTS 
 
Aggregate Maximum Credit Amounts
	
					
	Name of Lender
	Applicable Percentage
	Maximum Credit Amount

	Wells Fargo Bank, National Association
	5.750%
	

	$230,000,000
	


	Royal Bank of Canada
	5.375%
	

	$215,000,000
	


	Barclays Bank PLC
	3.625%
	

	$145,000,000
	


	Citibank, N.A.
	3.625%
	

	$145,000,000
	


	Credit Agricole Corporate and Investment Bank
	3.625%
	

	$145,000,000
	


	Goldman Sachs Bank USA
	3.625%
	

	$145,000,000
	


	The Royal Bank of Scotland plc
	3.625%
	

	$145,000,000
	


	UBS AG, Stamford Branch
	3.625%
	

	$145,000,000
	


	Credit Suisse AG, Cayman Islands Branch
	3.625%
	

	$145,000,000
	


	Bank of Montreal
	3.250%
	

	$130,000,000
	


	Canadian Imperial Bank of Commerce, New York Agency
	3.250%
	

$130,000,000
	


	The Bank of Nova Scotia
	3.250%
	

	$130,000,000
	


	Union Bank, N.A.
	3.250%
	

	$130,000,000
	


	Bank of America, N.A.
	2.750%
	

	$110,000,000
	


	Capital One, N.A.
	2.750%
	

	$110,000,000
	


	Compass Bank
	2.750%
	

	$110,000,000
	


	Deutsche Bank AG New York Branch
	2.750%
	

	$110,000,000
	


	DNB Capital LLC
	2.750%
	

	$110,000,000
	


	ING Capital LLC
	2.750%
	

	$110,000,000
	


	JPMorgan Chase Bank, N.A.
	2.750%
	

	$110,000,000
	


	Societe Generale
	2.750%
	

	$110,000,000
	


	SunTrust Bank
	2.750%
	

	$110,000,000
	


	U.S. Bank National Association
	2.750%
	

	$110,000,000
	


	ABN AMRO Capital USA LLC
	2.375%
	

	$95,000,000
	


	BNP Paribas
	2.375%
	

	$95,000,000
	


	Comerica Bank
	2.375%
	

	$95,000,000
	






15639072    Annex I




	
					
	Name of Lender
	Applicable Percentage
	Maximum Credit Amount

	Natixis
	2.375%
	

	$95,000,000
	


	Sumitomo Mitsui Banking Corporation
	2.375%
	

	$95,000,000
	


	Branch Banking and Trust Company
	1.500%
	

	$60,000,000
	


	Fifth Third Bank
	1.500%
	

	$60,000,000
	


	Toronto Dominion (New York) LLC
	1.500%
	

	$60,000,000
	


	Keybank National Association
	1.250%
	

	$50,000,000
	


	Mizuho Corporate Bank, Ltd.
	1.250%
	

	$50,000,000
	


	PNC Bank National Association
	1.250%
	

	$50,000,000
	


	Whitney Bank
	1.000%
	

	$40,000,000
	


	Associated Bank, N.A.
	0.625%
	

	$25,000,000
	


	The Huntington National Bank
	0.625%
	

	$25,000,000
	


	BP Energy Company
	0.125%
	

	$5,000,000
	


	Cargill, Incorporated
	0.125%
	

	$5,000,000
	


	Macquarie Bank Limited
	0.125%
	

	$5,000,000
	


	Morgan Stanley Bank, N.A.
	0.125%
	

	$5,000,000
	


	NextEra Energy Power Marketing, LLC
	0.125%
	

	$5,000,000
	


	TOTAL
	100.00%
	

	$4,000,000,000
	








15639072    Annex I