A. The Borrower, the Agent and certain of the Banks party thereto (the “Existing Banks”) are parties to a Credit Agreement, dated as of March 23, 2012 (as heretofore amended, supplemented, modified, or restated, the “Credit Agreement”), pursuant to which the Existing Banks have agreed to make revolving credit loans to the Borrower in an aggregate outstanding amount of up to $200,000,000 (the “Loans”).  The Loans are evidenced by the Borrower’s Revolving Credit Notes in the aggregate principal face amount of $200,000,000 (the “Existing Notes”).

B. The Borrower has requested an increase in the Total Commitment from $200,000,000 to $250,000,000, such increase to become effective on February 24, 2016 (the “Effective Date”).

C. The Borrower, the Agent and the Banks have agreed to (i) increase the amount of the revolving credit facility by $50,000,000 so that the Total Commitment will be $250,000,000,  (ii) add Bank of America, N.A. as an additional Bank under the Credit Agreement, and (iii) modify certain provisions of the Credit Agreement, all on the terms and subject to the conditions herein set forth.

1. Terms.  Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement.

2. Amendment to Credit Agreement.  Effective on the Effective Date, the Credit Agreement is hereby amended as follows:

(a) The amount of the Total Commitment is hereby increased from $200,000,000 to $250,000,000.  $25,000,000 of such increase shall become the Commitment of Bank of America, N.A. upon its joinder as a party to the Credit Agreement as provided hereunder.  To give effect to the increase in the Total Commitment, the joinder of Bank of America, N.A. as a Bank and changes in the Commitments of certain of the Existing Banks,

Schedule I to the Credit Agreement is hereby amended and replaced with Schedule I attached hereto.

(b) The definitions of “Eurodollar Base Rate” and “Executive Order No. 13224” in Section 1.1 are hereby deleted.

(c) The following sentence is hereby added at the end of the definition of “Daily LIBOR Rate” in Section 1.1:

(d) The definitions of “Applicable Facility Fee Percentage”, Applicable Margin”, “Eurodollar Rate”, “FATCA” and “Termination Date” in Section 1.1 are hereby amended and restated to read in full as follows: 

Level

Leverage Ratio

Applicable Facility
Fee Percentage



I

Less than or equal to 55%

II

Greater than 55%, but less than or equal to 60%

III

Greater than 60%

Level

Leverage Ratio

Applicable Margin - Eurodollar Loans



I

Less than or equal to 55%

II

Greater than 55%, but less than or equal to 60%

III

Greater than 60%

(e) For the avoidance of doubt, notwithstanding the increase in the Total Commitment provided for in Section 2(a) hereof or any previous increases in the Total Commitment, the provisions of Section 2.8(d) permitting an increase in the Total Commitment of up to an additional $50,000,000 shall be and remain in effect on and after the Effective Date subject to the terms and conditions therein provided.

(f) Effective on the Effective Date, Schedule 3.13 of the Credit Agreement shall be updated and replaced by the corresponding Schedule 3.13 set forth in Exhibit B hereto.

3. Joinder of Bank of America, N.A.  Effective on the Effective Date, Bank of America, N.A. hereby joins in and becomes a party to the Credit Agreement with a Commitment of $25,000,000, agrees to be bound by the provisions of the Credit Agreement and shall have the rights and obligations of a Bank thereunder and under any other document issued in connection therewith.  Bank of America, N.A. hereby makes and agrees to be bound by all of the representations, warranties and agreements set forth in Section 9.6(c) of the Agreement as if it were the assignee of its Commitment under the provisions of Section 9.6.

4. Revolving Credit Loans. On the Effective Date, (i) the Borrower shall repay all Revolving Credit Loans then outstanding (including any amount required under Section 2.13 of the Credit Agreement in connection with such repayment) and simultaneously reborrow a like amount of Revolving Credit Loans from the Banks according to each Bank's new Commitment Percentage, and (ii) the Commitment of each Bank shall be the amount set forth opposite its name on Schedule I to the Credit Agreement, as amended hereby. 

5. Revolving Credit Notes.  On the date hereof, the Borrower shall deliver to the Agent an amended and restated Revolving Credit Note in favor of each of the Existing Banks and a new Revolving Credit Note in favor of Bank of America, N.A., each in the principal amount equal to such Bank’s new Commitment as set forth on Schedule I to the Credit Agreement, as amended hereby (collectively, the “New Notes”).  Promptly thereafter, the Agent shall deliver to each Bank such Bank’s New Note.  In the case of each of the Existing Banks, its New Note shall be in substitution for such Existing Bank’s Existing Note.

6. Loan Documents.  Except where the context clearly requires otherwise, all references to the Credit Agreement in any of the Loan Documents or any other document delivered to the Banks or the Agent in connection therewith shall be to the Credit Agreement as amended by this Agreement.

7. Borrower’s Ratification.  The Borrower agrees that it has no defenses or set-offs against the Banks or the Agent or their respective officers, directors, employees, agents or attorneys, with respect to the Loan Documents, all of which are in full force and effect, and that all of the terms and conditions of the Loan Documents not inconsistent herewith shall remain in full force and effect unless and until modified or amended in writing in accordance with their terms.  The Borrower hereby ratifies and confirms its obligations under the Loan Documents as amended hereby and agrees that the execution and delivery of this Agreement does not in any way diminish or invalidate any of its obligations thereunder.

8. Representations and Warranties.  The Borrower hereby represents and warrants to the Agent and the Banks that:

(a) The representations and warranties made in the Credit Agreement are true and correct in all material respects as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank;

(b) No Default or Event of Default under the Credit Agreement exists on the date hereof; and

(c) This Agreement and the New Notes have been duly authorized, executed and delivered so as to constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms.

9. Conditions Precedent.  The effectiveness of the amendment set forth herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Date:

(a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicable:

(i)

This Agreement;

(ii)

New Notes for each Bank in the face amount of such Bank’s new Commitment;

(iii)

Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the New Notes and the other documents and transactions contemplated hereby;

(iv)

Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; and

(v)

Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request.

(b) The Agent shall have received for the ratable account of the Banks an upfront fee equal to 15 basis points (0.15%) multiplied by the amount of the Total Commitment on the Effective Date and for its own account such other arrangement fees as have been agreed upon by the Agent and the Borrower. 

(c) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank.

(d) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

10. Miscellaneous.

(a) All terms, conditions, provisions and covenants in the Loan Documents and all other documents delivered to the Agent and the Banks in connection therewith shall remain unaltered and in full force and effect except as modified or amended hereby.  To the extent that any term or provision of this Agreement is or may be deemed expressly inconsistent with any term or provision in any Loan Document or any other document executed in connection therewith, the terms and provisions hereof shall control.

(b) The execution, delivery and effectiveness of this Agreement shall neither operate as a waiver of any right, power or remedy of the Agent or the Banks under any of the Loan Documents nor constitute a waiver of any Default or Event of Default thereunder.

(c) In consideration of the Agent’s and the Banks’ agreement to amend the existing credit facility, the Borrower hereby waives and releases the Agent and the Banks and their respective officers, attorneys, agents and employees from any liability, suit, damage, claim, loss or expense of any kind or failure whatsoever and howsoever arising that it ever had up until, or has as of, the date of this Agreement.

(d) This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements.

(e) In the event any provisions of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

(f) This Agreement shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania.

(g) This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns and may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(h) The headings used in this Agreement are for convenience of reference only, do not form a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

(i) This Agreement may be executed in one or more counterparts, each of which counterparts when executed and delivered shall be deemed to be an original, and all of which shall constitute one and the same instrument.  Delivery of an executed counterpart of

a signature page to this Agreement by facsimile or other electronic transmission will be effective as delivery of a manually executed counterpart hereof.



*

Bank

Swing Line

Commitment*

Commitment



PNC Bank, National Association

1000 Westlakes Drive, Suite 300

Berwyn, PA  19312

Attention:  Dominic D’Ginto

Telecopy:  (610) 725-5799

$15,000,000                   

$115,000,000



CoBank, ACB

6340 S. Fiddlers Green Circle

Greenwood Village,  CO 80111

Attention:  Bryan Ervin

Telecopy:  (303) 224-2609

      $0

$ 90,000,000



The Huntington National Bank

310 Grant Street, 4th Floor

Pittsburgh,  PA    15219

Attention:  W. Christopher Kohler

Telecopy:  (412) 227-6108

      $0

$ 20,000,000



Bank of America, N.A.

      $0

        $25,000,000

1600 JFK Boulevard, Suite 1100

Philadelphia, PA  19103

Attention:  Elaine Cheong

Telecopy:  (312) 453-6705



__________________

_________________

Total