FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Amendments to Article I. The provisions of Article I are hereby amended as follows:

The provisions of Section 1.01 are hereby amended by adding the following new defined terms (and corresponding definitions) in appropriate alphabetical order therein:

““Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.”

““Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Loan Party or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.”

““First Amendment” means that certain First Amendment to Second Amended and Restated Credit Agreement entered into by and among the Borrowers, the Lender and the L/C Issuer dated as of September 8, 2014.”

““First Amendment Effective Date” means September 8, 2014.”

““Qualified ECP Guarantor” means, in respect of any Swap Obligation, any Borrower, any Guarantor or any other guarantor of the Obligations that has total assets exceeding $10,000,000 at the time such Swap Obligation is incurred or such other person as constitutes an “Eligible Contract Participant” (an “ECP”) as that term is defined under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

““Reuters Screen LIBOR01 Page” means the display page LIBOR01 on the Reuters service or any successor display page, other published source, information vendor or provider that has been designated by the sponsor of Reuters Screen LIBOR01 page.”

““Swap Obligation” means any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.”

The provisions of Section 1.01 are hereby amended as follows:

by deleting the definition of “Applicable Margin” in its entirety and substituting the following in its stead:

by deleting the definition of “Audited Financial Statements” in its entirety and substituting the following in its stead:

by deleting the definition of “Borrowing Base” in its entirety and substituting the following in its stead:

by deleting the definition of “LIBO Rate” in its entirety and substituting the following in its stead:

by deleting the definition of “Loan Documents” in its entirety and substituting the following in its stead:

by deleting the definition of “Maturity Date” in its entirety and substituting the following in its stead:

by adding to the definition of “Obligations” the following proviso after the phrase “any Other Liabilities” at the end thereof:

by deleting the definition of “Payment Conditions” in its entirety and substituting the following in its stead:

by deleting clause (h) of the definition of “Permitted Acquisition” in its entirety and substituting the following in its stead:

by deleting clause (b) of the definition of “Permitted Disposition” in its entirety and substituting the following in its stead:

by deleting clause (f) of the definition of “Permitted Indebtedness” in its entirety and substituting the following in its stead:

Amendments to Article III. The provisions of Section 3.04(d) are hereby amended by deleting “nine-month” appearing therein and substituting “six-month” in its stead.

Amendments to Article IV.    The provisions of Section 4.02(d) are hereby deleted in their entirety and the following is substituted in their stead:

Amendments to Article VI.    The provisions of Article VI are hereby amended as follows:

by deleting “within thirty (30) days” appearing in Section 6.01(b) thereof and substituting “on or before the third Friday (or if such day is not a Business Day, on the next succeeding Business Day)” in its stead;

by deleting “the fifteenth (15^th) day” appearing in Section 6.02(c) thereof and substituting “the third Friday” in its stead;

by deleting Section 6.10(b) thereof in its entirety and substituting the following in its stead:

by deleting clause (d) thereof in its entirety and substituting the following in its stead:

by deleting “and” appearing at the end of clause (e) thereof;

by deleting the period at the end of clause (f) thereof and substituting “; and” in its stead; and

by adding the following new clause (g) immediately following clause (f) thereof:

the Lender shall have received this First Amendment duly executed by each of the parties thereto;

the Lender shall have received duly executed opinions, in each case addressed to the Lender, of counsel to the Loan Parties addressing such matters as the Lender shall reasonably request;

Release. In consideration of the agreements of the Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Lender and its respective successors and assigns, and their respective present and former shareholders, Affiliates, trustees, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (the Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which such Loan Party or any of its successors, assigns or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this First Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth herein.

No Novation; Entire Agreement. This First Amendment evidences solely the amendment of certain specified terms and obligations of the Loan Parties under the Credit Agreement and is not a novation or discharge of any of the other obligations of the Loan Parties under the Credit Agreement. There are no other understandings, express or implied, among the Loan Parties or the Lender regarding the subject matter hereof or thereof.

Choice of Law. The validity of this First Amendment, its construction, interpretation and enforcement, and the rights of the parties hereunder, shall be determined under, governed by, and construed in accordance with the law of the State of New York, without giving effect to the conflicts of law principles thereof, but including Section 5-1401 of the New York General Obligations Law.

Counterparts; Facsimile Execution. This First Amendment may be executed in any number of counterparts and by different parties and separate counterparts, each of which when so executed and delivered shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this First Amendment by facsimile shall be as effective as delivery of a manually executed counterpart of this First Amendment. Any party delivering an executed counterpart of this First Amendment by facsimile also shall deliver a manually executed counterpart of this First Amendment but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, and binding effect of this First Amendment.

Construction. This First Amendment is a Loan Document. This First Amendment and the Credit Agreement shall be construed collectively and in the event that any term, provision or condition of any of such documents is inconsistent