First Amendment to Credit Agreement


 Exhibit 10.1 
  

 FIRST AMENDMENT TO 
 CREDIT AGREEMENT 
 dated as of 
 October 25, 2007 
 among 
 ATLAS ENERGY RESOURCES, LLC, 
 as
Parent Guarantor, 
 ATLAS ENERGY OPERATING COMPANY, LLC, 
 as Borrower, 
 JPMORGAN CHASE BANK, N.A., 
 as Administrative Agent, 
 and

 The Lenders Party Hereto 
  

 WACHOVIA BANK, NATIONAL ASSOCIATION, 
 as Syndication Agent, 
 and 
 BANK OF AMERICA, N.A., 
 BNP PARIBAS,

 ROYAL BANK OF CANADA, 
 and 
 UBS LOAN FINANCE LLC, 
 as Co-Documentation Agents 
  

 J.P. MORGAN SECURITIES INC., 
 as Sole Lead Arranger and Sole Bookrunner 

  







 FIRST AMENDMENT TO CREDIT AGREEMENT 
 THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) dated as of October 25, 2007, is among ATLAS ENERGY
RESOURCES, LLC, a Delaware limited liability company, as the Parent Guarantor, ATLAS ENERGY OPERATING COMPANY, LLC, as the Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as
Syndication Agent, and BANK OF AMERICA, N.A., BNP PARIBAS, ROYAL BANK OF CANADA and UBS LOAN FINANCE LLC, each as a Documentation Agent, and the Lenders party hereto. 
 RECITALS 
 A. The Borrower, the Administrative Agent and the Lenders are
parties to that certain Credit Agreement dated as of June 29, 2007 (as previously amended, modified or supplemented, the “Credit Agreement”), pursuant to which the Lenders have made certain loans to and extensions of credit for
the account of the Borrower. 
 B. The Borrower has requested and the Lenders have agreed to amend certain provisions of the Credit Agreement
in order to clarify certain provisions contained therein. 
 C. NOW, THEREFORE, 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: 
 Section 1. Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement. Unless otherwise indicated, all article and section references in this First
Amendment refer to articles and sections of the Credit Agreement. 
 Section 2. Amendments to Credit Agreement. 
 2.1 Amendments to Section 1.02. 
 (a) The definition of “Agreement” is hereby deleted and replaced in its entirety to read as follows: 
 “Agreement” means this Credit Agreement, as amended by the First Amendment, as the same may from time to time be amended, modified, supplemented or restated. 
 (b) The following definition is hereby added where alphabetically appropriate to read as follows: 
 “First Amendment” means the First Amendment to Credit Agreement dated as of October 25, 2007 among the Parent
Guarantor, the Borrower, the Administrative Agent, the Syndication Agent, the Documentations Agents and the Lenders party thereto. 






 2.2 Amendment to Section 8.01(d). Section 8.01(d) is hereby deleted and replaced in its
entirety to read as follows: 
 “(d) Certificate of Financial Officer – Swap Agreements. Concurrently with
the delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer, in form and substance reasonably satisfactory to the Administrative Agent, setting forth as of a recent date, a true and
complete list of all Swap Agreements of the Parent Guarantor, each Subsidiary and each Partnership, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes and volumes attributable to
Partnership production), the net mark-to-market value therefor, any new credit support agreements relating thereto not listed on Schedule 7.21 to this Agreement or Annex A to the First Amendment, any margin required or supplied under any credit
support document, and the counterparty to each such agreement.” 
 2.3 Amendment to Section 9.17(a). Section 9.17(a) is
hereby deleted and replaced in its entirety to read as follows: 
 “(a) Swap Agreements listed on Schedule 7.21 to this
Agreement and Annex A to the First Amendment, and other Swap Agreements (other than purchase options) in respect of commodities entered into by the Borrower fixing prices on oil and/or gas expected to be produced by the Loan Parties and the
Partnerships, provided that such Swap Agreements meet the following criteria: 
 (i) each such Swap Agreement shall be with an
Approved Counterparty, 
 (ii) no such Swap Agreement shall be entered into by the Borrower on behalf of another Person,
except where the Borrower has the contractual authority to enter into such Swap Agreements on behalf of such Person and the obligations under such Swap Agreements are fully recourse to such Person, 
 (iii) each such Swap Agreement shall have a term not to exceed 66 months, and 
 (iv) the notional volumes for each such Swap Agreement (when aggregated with other commodity Swap Agreements then in effect other than
basis differential swaps on volumes already hedged pursuant to other Swap Agreements) shall not exceed, as of the date such Swap Agreement is executed: (A) during the 24-month period immediately following the date on which such Swap Agreement
is entered: the lesser of (1) 90% of the reasonably anticipated projected production from its and its Subsidiaries’ and the Partnerships proved Oil and Gas Properties (including the Acquisition Properties) and (2) 100% of the
reasonably anticipated projected production from its and its Subsidiaries’ and the Partnerships proved developed producing Oil and Gas Properties (including the Acquisition Properties), (B) for the 24-month period immediately following the
period described in clause (A), 85% of the reasonably anticipated projected 

  

 2 







 
production from its, its Subsidiaries and the Partnerships’ proved developed producing Oil and Gas Properties, and (C) for the 18-month period
immediately following the period described in clause (B), 75% of the reasonably anticipated projected production from its, its Subsidiaries and the Partnerships’ proved developed producing Oil and Gas Properties. 
 Any projections in this Section 9.17(a) shall be adjusted as follows: (A) Oil and Gas Properties evaluated in the most recently
delivered Reserve Report shall reflect the actual historical decline profile of such Oil and Gas Properties and (B) Oil and Gas Properties not evaluated in the most recently delivered Reserve Report shall reflect a reasonable decline profile
based upon actual historical decline profiles of similar or analogous Oil and Gas Properties) for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately.”

 Section 3. Conditions Precedent. This First Amendment shall not become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with Section 12.02 of the Credit Agreement) (the “First Amendment Effective Date”): 
 3.1 The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable, if any, in connection with this First Amendment on or prior to the First Amendment Effective Date. 
 3.2 The Administrative Agent shall have received from the Majority Lenders, the Borrower and each Guarantor, counterparts (in such number as may be
requested by the Administrative Agent) of this First Amendment signed on behalf of such Persons. 
 3.3 The Administrative Agent shall have
received such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request. 
 3.4 No
Default or Event of Default shall have occurred and be continuing, after giving effect to the terms of this First Amendment. 
 Section 4.
Miscellaneous. 
 4.1 Confirmation. The provisions of the Credit Agreement, as amended by this First Amendment, shall remain in full
force and effect following the effectiveness of this First Amendment. 
 4.2 Ratification and Affirmation; Representations and
Warranties. Each of the Borrower and each Guarantor hereby (a) ratifies and affirms its respective obligations under, and acknowledges, renews and extends its respective 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, except as expressly amended hereby, notwithstanding the amendments contained herein and (b) represents and warrants to the Lenders that, as of the date
hereof, after giving effect to the terms of this First Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and
warranties are expressly limited to an earlier date, in which case, 

  

 3 







 
such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default has occurred and is
continuing, (iii) no Material Adverse Effect shall have occurred and (iv) attached hereto as Annex A is a true and complete list of all Swap Agreements of the Parent Guarantor, each Subsidiary and the Partnerships entered into
between the Effective Date and the First Amendment Effective Date, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net mark to market value thereof, all credit support
agreements relating thereto (including any margin required or supplied) and the counterparty to each such agreement. 
 4.3 Loan
Document. This First Amendment is a “Loan Document” as defined and described in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to Loan Documents shall apply hereto. 
 4.4 Counterparts. This First 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 First Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. 
 4.5 NO ORAL AGREEMENT. THIS FIRST AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY SEPARATE LETTER AGREEMENTS WITH RESPECT TO
FEES PAYABLE TO THE ADMINISTRATIVE AGENT CONSTITUTE THE ENTIRE CONTRACT AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ANY AND ALL PREVIOUS AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, RELATING TO THE SUBJECT
MATTER HEREOF AND THEREOF. THIS FIRST AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 
 4.6 GOVERNING LAW. THIS FIRST AMENDMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 [SIGNATURES BEGIN NEXT PAGE] 
  

 4 







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

							
	BORROWER:	 	ATLAS ENERGY OPERATING COMPANY, LLC
			
		 	By:	 	 Atlas Energy Resources, LLC,
 its sole
member

				
		 		 	By:	 	  

		 		 		 	Matthew A. Jones
		 		 		 	Chief Financial Officer

  

							
	PARENT GUARANTOR:	 	ATLAS ENERGY RESOURCES, LLC,
		 	a Delaware limited liability company
			
		 	By:	 	  

		 		 	Matthew A. Jones
		 		 	Chief Financial Officer

 [Signature Page to First Amendment] 







					
	GUARANTOR:	 	AER PIPELINE CONSTRUCTION, INC.,
		 	a Delaware corporation
			
		 	By:	 	  

		 		 	Matthew A. Jones
		 		 	Chief Financial Officer

 [Signature Page to First Amendment] 







											
	GUARANTORS:	 		  	AIC, LLC,
		 		  	a Delaware limited liability company
		 		  	ATLAS AMERICA, LLC,
		 		  	a Pennsylvania limited liability company
		 		  	ATLAS NOBLE, LLC,
		 		  	a Delaware limited liability company
		 		  	RESOURCE ENERGY, LLC,
		 		  	a Delaware limited liability company
		 		  	VIKING RESOURCES, LLC,
		 		  	a Pennsylvania limited liability company
		 		  	ATLAS ENERGY MICHIGAN, LLC,
		 		  	a Delaware limited liability company

  

							
	By:	 	 Atlas Energy Operating Company, LLC,
 their sole member

			
		 	By:	 	 Atlas Energy Resources, LLC,
 its sole
member

				
		 		 	By:	 	  

		 		 		 	Matthew A. Jones
		 		 		 	Chief Financial Officer


  

					
	GUARANTORS:	 		  	ATLAS ENERGY OHIO, LLC,
		 		  	an Ohio limited liability company
		 		  	ATLAS RESOURCES, LLC,
		 		  	a Pennsylvania limited liability company

  

									
	By:	 	 AIC, LLC,
 their sole
member

			
		 	By:	 	 Atlas Energy Operating Company, LLC,
 its
sole member

				
		 		 	By:	 	 Atlas Energy Resources, LLC,
 its sole
member

					
		 		 		 	By:	 	  

		 		 		 		 	Matthew A. Jones
		 		 		 		 	Chief Financial Officer


 [Signature Page to First Amendment] 







					
	GUARANTOR:	 		  	ATLAS GAS & OIL COMPANY, LLC,
		 		  	a Michigan limited liability company

  

									
	By:	 	 Atlas Energy Michigan, LLC,
 its sole
member

			
		 	By:	 	 Atlas Energy Operating Company, LLC,
 its
sole member

				
		 		 	By:	 	 Atlas Energy Resources, LLC,
 its sole
member

					
		 		 		 	By:	 	  

		 		 		 		 	Matthew A. Jones
		 		 		 		 	Chief Financial Officer


  

					
	GUARANTOR:	 		 	WESTSIDE PIPELINE COMPANY, LLC,
		 		 	a Michigan limited liability company

  

											
	By:	 	 Atlas Gas & Oil Company, LLC,
 its
sole member

			
		 	By:	 	 Atlas Energy Michigan, LLC,
 its sole
member

				
		 		 	By:	 	 Atlas Energy Operating Company, LLC,
 its
sole member

					
		 		 		 	By:	 	 Atlas Energy Resources, LLC,
 its sole
member

						
		 		 		 		 	By:	 	  

		 		 		 		 		 	Matthew A. Jones
		 		 		 		 		 	Chief Financial Officer


 [Signature Page to First Amendment] 







					
	GUARANTORS:	 		 	REI-NY, LLC,
		 		 	a Delaware limited liability company
		 		 	RESOURCE WELL SERVICES, LLC,
		 		 	a Delaware limited liability company

  

									
	By:	 	 Resource Energy, LLC,
 their sole member


			
		 	By:	 	 Atlas Energy Operating Company, LLC,
 its
sole member

				
		 		 	By:	 	 Atlas Energy Resources, LLC,
 its sole
member

					
		 		 		 	By:	 	  

		 		 		 		 	Matthew A. Jones
		 		 		 		 	Chief Financial Officer


 [Signature Page to First Amendment] 







			
	 JPMORGAN CHASE BANK, N.A., as a Lender
 and as Administrative Agent

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


 [Signature Page to First Amendment] 







			
	 WACHOVIA BANK, NATIONAL ASSOCIATION,
 as a Lender and as Syndication Agent

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


 [Signature Page to First Amendment] 







			
	 BANK OF AMERICA, N.A., as a Lender and as
 Co-Documentation Agent

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


 [Signature Page to First Amendment] 







			
	 BNP PARIBAS, as a Lender and as
 Co-Documentation Agent

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


 [Signature Page to First Amendment] 







			
	 ROYAL BANK OF CANADA, as a Lender and as
 Co-Documentation Agent

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


 [Signature Page to First Amendment] 







			
	 UBS LOAN FINANCE LLC, as a Lender and as
 Co-Documentation Agent

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


 [Signature Page to First Amendment] 







			
	 BMO CAPITAL MARKETS FINANCING, INC.,
 as a Lender

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


 [Signature Page to First Amendment] 







			
	THE BANK OF NOVA SCOTIA, as a Lender
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


 [Signature Page to First Amendment] 







			
	CALYON NEW YORK BRANCH, as a Lender
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


 [Signature Page to First Amendment] 







			
	BANK OF SCOTLAND, as a Lender
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


 [Signature Page to First Amendment] 







			
	 THE ROYAL BANK OF SCOTLAND plc,
 as a
Lender

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


 [Signature Page to First Amendment] 







			
	RZB FINANCE LLC, as a Lender
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


 [Signature Page to First Amendment] 







			
	CITIBANK, N.A., as a Lender
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


 [Signature Page to First Amendment] 







			
	SOCIETE GENERALE, as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to First Amendment] 







			
	WELLS FARGO BANK, N.A., as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to First Amendment] 







			
	U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to First Amendment] 







			
	WESTLB AG NEW YORK BRANCH (f/k/a WESTDEUTSCHE LANDESBANK GIROZENTRALE), as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to First Amendment] 







			
	COMPASS BANK, as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to First Amendment] 







			
	COMERICA BANK, as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to First Amendment] 







			
	 DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK
 FRANKFURT AM MAIN, NEW YORK BRANCH, as a Lender

		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to First Amendment] 







			
	KEYBANK, NA, as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to First Amendment] 







			
	UNION BANK OF CALIFORNIA, N.A., as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to First Amendment] 







			
	SUMITOMO MITSUI BANKING CORPORATION, as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to First Amendment] 







			
	MIZUHO CORPORATE BANK, LTD., as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to First Amendment] 







			
	FORTIS CAPITAL CORP., as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to First Amendment] 







			
	GUARANTY BANK, as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to First Amendment] 







			
	CITIZENS BANK OF PENNSYLVANIA, as a Lender
		
	By:	 	
	Name:	 	
	Title:	 	


 [Signature Page to First Amendment] 






 ANNEX A 
 (See Attached) 






 ATLAS ENERGY RESOURCES LLC Financial Hedges: 
 as of 10/08/2007 
  

													
	 SWAPS
	  		  		  		  		  		  	
	 1675210
	  	10/27/2005	  	Wachovia Bank	  	NYMEX	  	200,000	  	$  8.40	  	Apr 1, ‘07 - Dec 31,’08
	 1675211
	  	11/2/2005	  	Wachovia Bank	  	NYMEX	  	400,000	  	$  8.40	  	Apr 1, ‘07 - Dec 31,’08
	 1675215
	  	1/12/2006	  	Wachovia Bank	  	NYMEX	  	210,000	  	$  9.36	  	Apr 1, ‘07 - Dec 31,’08
	 1675217
	  	3/22/2006	  	Wachovia Bank	  	NYMEX	  	410,000	  	$  9.00	  	Apr 1, ‘07 - Dec 31,’07
	 1675218
	  	3/22/2006	  	Wachovia Bank	  	NYMEX	  	410,000	  	$  8.95	  	Jan - Dec 2008
	 1675219
	  	3/22/2006	  	Wachovia Bank	  	NYMEX	  	410,000	  	$  8.35	  	Jan - Dec 2009
	 1675220
	  	4/20/2006	  	Wachovia Bank	  	NYMEX	  	400,000	  	$  8.87	  	Jan - Dec 2009
	 167118
	  	10/6/2006	  	Key Bank	  	NYMEX	  	150,000	  	$  7.88	  	Jan - Dec 2007
	 167120
	  	10/6/2006	  	Key Bank	  	NYMEX	  	130,000	  	$  8.17	  	Jan - Dec 2008
	 167121
	  	10/6/2006	  	Key Bank	  	NYMEX	  	250,000	  	$  7.79	  	Jan - Dec 2009
	 1675222
	  	10/6/2006	  	Wachovia Bank	  	NYMEX	  	250,000	  	$  7.85	  	Jan - Dec 2009
	 1675226
	  	10/13/2006	  	Wachovia Bank	  	NYMEX	  	100,000	  	$  7.46	  	Jan - Dec 2010
	 1675227
	  	10/13/2006	  	Wachovia Bank	  	NYMEX	  	100,000	  	$  7.45	  	Jan - Dec 2010
	 171267
	  	12/13/2006	  	Key Bank	  	NYMEX	  	200,000	  	$  7.60	  	Jan - Dec 2010
	 171290
	  	12/13/2006	  	Key Bank	  	NYMEX	  	50,000	  	$  7.57	  	Jan - Dec 2010
	 1711459
	  	1/16/2007	  	Wachovia Bank	  	NYMEX	  	50,000	  	$  7.46	  	Jan - Dec 2010
	 1711458
	  	1/16/2007	  	Wachovia Bank	  	NYMEX	  	50,000	  	$  7.45	  	Jan - Dec 2010
	 1711459
	  	1/16/2007	  	Wachovia Bank	  	NYMEX	  	100,000	  	$  7.13	  	Jan - Dec 2011
	 1711458
	  	1/16/2007	  	Wachovia Bank	  	NYMEX	  	100,000	  	$  7.11	  	Jan - Dec 2011
	 177059
	  	3/27/2007	  	Key Bank	  	NYMEX	  	200,000	  	$  7.86	  	Jan - Dec 2010
	 177064
	  	3/27/2007	  	Key Bank	  	NYMEX	  	200,000	  	$  7.61	  	Jan - Dec 2011
	 7084595
	  	5/22/2007	  	JPMorgan Chase Bank	  	NYMEX	  	1,333,333	  	$  8.66	  	Jul - Dec 2007
	 7084595
	  	5/22/2007	  	JPMorgan Chase Bank	  	NYMEX	  	1,416,667	  	$  9.00	  	Jul - Dec 2008
	 7084595
	  	5/22/2007	  	JPMorgan Chase Bank	  	NYMEX	  	1,416,667	  	$  8.67	  	Jul - Dec 2009
	 7084595
	  	5/22/2007	  	JPMorgan Chase Bank	  	NYMEX	  	1,166,667	  	$  8.27	  	Jul - Dec 2010
	 7084595
	  	5/22/2007	  	JPMorgan Chase Bank	  	NYMEX	  	1,066,667	  	$  7.95	  	Jul - Dec 2011
	 7084595
	  	5/22/2007	  	JPMorgan Chase Bank	  	NYMEX	  	750,000	  	$  7.74	  	Jul - Dec 2012
	 7084368
	  	5/22/2007	  	JPMorgan Chase Bank	  	NYMEX	  	170,000	  	$  8.95	  	Jan - Dec 2008
	 N206984
	  	5/21/2007	  	Wachovia Bannk	  	NYMEX	  	130,000	  	$  8.57	  	Jul - Dec 2007
	 N206984
	  	5/21/2007	  	Wachovia Bannk	  	NYMEX	  	60,000	  	$  8.94	  	Jan - Dec 2008
	 Costless Collars
	  		  		  		  		  		  	
	 1675224
	  	10/6/2006	  	Wachovia Bank	  	NYMEX	  	150,000	  	$  7.50 X $  8.60	  	Jan - Dec 2007
	 1675225
	  	10/6/2006	  	Wachovia Bank	  	NYMEX	  	130,000	  	$  7.50 X $  9.40	  	Jan - Dec 2008
	 N202548
	  	5/2/2007	  	Wachovia Bank	  	NYMEX	  	240,000	  	$  7.75 X $  8.75	  	Jan - Dec 2010
	 N202550
	  	5/2/2007	  	Wachovia Bank	  	NYMEX	  	600,000	  	$  7.50 X $  8.45	  	Jan - Dec 2011
	 N263461
	  	9/21/2007	  	Wachovia Bank	  	NYMEX	  	60,000	  	$  7.00 X $  8.37	  	Jan - Dec 2012