First Amendment to Fifth Amended and Restated Senior Revolving Credit Agreement


  
 Exhibit 10.1

  
  
  

 
 FIRST AMENDMENT 

TO 

FIFTH AMENDED AND RESTATED 
 SENIOR REVOLVING CREDIT AGREEMENT 
 among 

PETROHAWK ENERGY CORPORATION, 
 as the Borrower, 
 BNP PARIBAS, 

as Administrative Agent, 
 and 
 THE LENDERS PARTY HERETO 

 
 Dated as of November 8, 2010 






 FIRST AMENDMENT TO 

FIFTH AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT 

This FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT (this “First
Amendment”) executed as of November 8, 2010 is among PETROHAWK ENERGY CORPORATION, a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Guarantors signatory
hereto (the “Guarantors”); each of the Lenders from time to time party hereto; and BNP PARIBAS (in its individual capacity, “BNP Paribas”), as administrative agent for the Lenders (in such capacity, together with
its successors in such capacity, the “Administrative Agent”). 
 Recitals 

A. The Borrower, the Administrative Agent, the other Agents and Lenders named and defined therein as lenders and agents,
are parties to that certain Fifth Amended and Restated Senior Revolving Credit Agreement dated as of August 2, 2010, pursuant to which such lenders and agents provided certain loans and extensions of credit to the Borrower (as amended, the
“Credit Agreement”). 
 B. The Borrower has requested, and the Borrower, the Administrative
Agent and the Lenders have agreed to amend certain provisions of the Credit Agreement. 
 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 which is defined in the Credit Agreement, but which is not defined
in this First Amendment, shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all section references in this First Amendment refer to sections in the Credit Agreement. 

Section 2. Amendments to Credit Agreement. 

2.1 Certain Defined Terms. The following defined terms in Section 1.02 are hereby amended and restated, or
added, in their entirety as follows: 
 “‘Agreement’ means this Fifth Amended and Restated
Senior Revolving Credit Agreement, as amended by the First Amendment to Fifth Amended and Restated Senior Revolving Credit Agreement, dated as of November 8, 2010, as the same may from time to time be further amended, modified, supplemented or
restated. 
 2.2 Amendment to Article VII. Article VII is hereby amended by adding the following Sections
7.24 and 7.25: 
 “Section 7.24 Money Laundering. The operations of the Borrower and
its Subsidiaries are and have been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements of the Money Laundering Laws, and no action, suit or proceeding by or before any court or


  
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governmental agency, authority or body or any arbitrator involving the Borrower or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the
Borrower, threatened. 
 Section 7.25 OFAC. Neither the Borrower nor any of its
Subsidiaries, nor any director, officer, agent, employee or Affiliate of the Borrower or any of its Subsidiaries is currently subject to any material U.S. sanctions administered by OFAC, and the Borrower will not directly or indirectly use the
proceeds from the Loans or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions
administered by OFAC.” 
 2.3 Amendment to Section 12.04(d). Section 12.04(d) is hereby
amended and restated in its entirety as follows: 
 “(d) Any Lender may at any time pledge
or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including, without limitation, any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central
bank having jurisdiction over such Lender, and this Section 12.04 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.” 
 2.4
Amendment to Annex I. Annex I is hereby amended by deleting such Annex in its entirety and replacing it with Annex I attached hereto. 
 Section 3. Adjustment to Oil and Gas Borrowing Base. For the period from and including the First Amendment Effective Date to but excluding the next Redetermination Date, the Oil and Gas Borrowing
Base shall be $1,750,000,000. Notwithstanding the foregoing, the Oil and Gas Borrowing Base may be subject to further adjustments from time to time pursuant to Section 2.07(e), Section 8.13(c) or Section 9.13. 

Section 4. Assignments, New Lenders and Reallocation of Commitments and Loans. Each Lender party to the Credit
Agreement immediately prior to the First Amendment Effective Date (the “Adjusting Lenders”) has, in consultation with the Borrower, agreed to reallocate its respective Maximum Credit Amount and Commitment and to, among other things,
allow UBS AG, Stamford Branch, ING Capital, LLC, KeyBank National Association, SunTrust Bank, Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia and Goldman Sachs Bank USA to each become a party to the Credit Agreement as a Lender, (the
“New Lenders”) by acquiring an interest in the total Maximum Credit Amounts and Commitments. The Administrative Agent and the Borrower hereby consent to such reallocation and the New Lenders’ acquisition of an interest in the
Maximum Credit Amounts and Commitments and the Adjusting Lenders’ assignments of their Commitments. On the First Amendment Effective Date and after giving effect to such reallocations, the Maximum Credit Amounts and Commitment of


  
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each Lender (including both the Adjusting Lenders and the New Lenders) shall be as set forth on Annex I of this First Amendment which Annex I supersedes and replaces the Annex I to the Credit
Agreement. With respect to such reallocation, each New Lender shall be deemed to have acquired the Maximum Credit Amount and Commitment allocated to it from each of the Adjusting Lenders pursuant to the terms of the Assignment and Assumption
Agreement attached as Exhibit F to the Credit Agreement (the “Assignment Agreement”). On the First Amendment Effective Date, each New Lender and each Adjusting Lender shall be deemed to have entered into separate Assignment
Agreements pursuant to each of which (i) each New Lender shall be the “Assignee”, (ii) each Adjusting Lender shall be the “Assignor”, (iii) the term “Effective Date” shall be the “First Amendment
Effective Date” as defined herein and (iv) item 6 therein shall be deemed to be deleted. Notwithstanding Section 12.04(b)(ii)(C), the Lenders deemed to be parties to such Assignment Agreements shall not be required to pay a processing
and recordation fee of $3,500 to the Administrative Agent. On the First Amendment Effective Date, the Administrative Agent shall take the actions specified in Section 12.04(b)(v), including recording the assignments described herein in the
Register, and such assignments shall be effective for purposes of the Credit Agreement. 
 Section 5.
Conditions Precedent. The effectiveness of this First Amendment is subject to the receipt by the Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 5, each of which shall be
reasonably satisfactory to the Administrative Agent in form and substance (the date on which such documents are received and conditions satisfied or waived pursuant to the Credit Agreement, the “First Amendment Effective Date”):

 5.1 The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable
on or prior to the First Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. 

5.2 The Administrative Agent shall have received from the Borrower, each Lender, and each of the Guarantors, counterparts
(in such number as may be requested by the Administrative Agent) of this First Amendment signed on behalf of such Person. 
 5.3 No Default or Event of Default shall have occurred and be continuing as of the First Amendment Effective Date. 
 5.4 The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require. 

The Administrative Agent is hereby authorized and directed to declare this First 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 hereby. Such declaration shall be final,
conclusive and binding upon all parties to the Credit Agreement for all purposes. 
 Section 6.
Representations and Warranties; Etc. The Borrower and each Guarantor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, and 

  
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after giving effect to the transactions contemplated hereby, 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 (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

 Section 7. Miscellaneous. 

7.1 Confirmation. The provisions of the Credit Agreement (as amended by this First Amendment) shall remain in full
force and effect in accordance with its terms following the effectiveness of this First Amendment. 
 7.2
Ratification and Affirmation of Borrower and Guarantors. The Borrower and Guarantors hereby expressly (a) acknowledge the terms of this First Amendment, (b) ratify and affirm their obligations under the Loan Documents to which they
are a party, (c) acknowledge, renew and extend their continued liabilities under the Guarantee Agreement and the other Security Instruments to which they are a party and agree that their guarantee under the Guarantee Agreement and the other
Security Instruments to which they are a party remains in full force and effect with respect to the Indebtedness as amended hereby. 
 7.3 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. 
 7.4 No Oral Agreement. THIS WRITTEN FIRST AMENDMENT, THE
CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN 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. 
 7.5 Governing Law. THIS FIRST
AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. 
 [SIGNATURES BEGIN ON NEXT PAGE] 

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

							
	 BORROWER:
	 		 	 PETROHAWK ENERGY CORPORATION

				
		 		 	 By:
	 	 /s/ Mark J. Mize

		 		 	 Name: Mark J. Mize

		 		 	 Title: Executive Vice President – Chief Financial Officer and Treasurer



  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 1 







  

									
	 GUARANTORS:
	 		 	 PETROHAWK OPERATING COMPANY

 
 P-H ENERGY, LLC

 
 HAWK FIELD SERVICES, LLC

 
 PETROHAWK PROPERTIES, LP

		 		 		 	 By:
	 	 P-H Energy, L.L.C.
 Its General Partner

			
		 		 	 WINWELL RESOURCES, L.L.C.

 
 WSF, INC.

 
 KSC RESOURCES, LLC

 
 KCS ENERGY SERVICES, INC.

 
 MEDALLION CALIFORNIA PROPERTIES
COMPANY
  
 PROLIQ, INC.

 
 ONE TEC, LLC

 
 ONE TEC OPERATING, LLC

 
 BISON RANCH, LLC

 
 HK TRANSPORTATION, LLC

 
 PETROHAWK HOLDINGS, LLC

				
		 		 	 By:
	 	 /s/ Mark J. Mize

		 		 	 Name: Mark J. Mize
 Title: Executive Vice President – Chief Financial
 Officer and
Treasurer

		 		 		 		 	
		 		 	 BIG HAWK SERVICES, LLC

				
		 		 	 By:
	 	 /s/ Mark J. Mize

		 		 	 Name: Mark J. Mize
 Title: Treasurer



  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 2 







  
 
			
	 HK ENERGY MARKETING, LLC

		
	 By:
	 	 /s/ Mark J. Mize

	 Name: Mark J. Mize
 Title: Chief Financial Officer and Treasurer




  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 3 







  

							
	 ADMINISTRATIVE AGENT:
	 		 	 BNP PARIBAS,
 as Administrative Agent and Lender

				
		 		 	 By:
	 	 /s/ Juan Carlos Sandoval

		 		 	 Name: Juan Carlos Sandoval

		 		 	 Title: Vice President

		 		 	
				
		 		 	 By:
	 	 /s/ Edward Pak

		 		 	 Name: Edward Pak

		 		 	 Title: Vice President



  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 4 







  

							
	 CO-SYNDICATION AGENT:
	 		 	 BANK OF MONTREAL, as Co-Syndication

Agent and Lender

				
		 		 	 By:
	 	 /s/ James V. Ducote

		 		 	 Name: James V. Ducote

		 		 	 Title: Director



  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 5 







  

							
	 CO-SYNDICATION AGENT:
	 		 	 BANK OF AMERICA, N.A., as Co-Syndication

Agent and Lender

				
		 		 	 By:
	 	 /s/ Jeffrey H. Rathkamp

		 		 	 Name: Jeffrey H. Rathkamp

		 		 	 Title: Managing Director



  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 6 







  

							
	 CO-DOCUMENTATION AGENT:
	 		 	 JPMORGAN CHASE BANK, N.A., as
 Co-Documentation Agent and Lender

				
		 		 	 By:
	 	 /s/ Michael A. Kamauf

		 		 	 Name: Michael A. Kamauf
 Title: Authorized Officer



  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 7 







  

							
	 CO-DOCUMENTATION AGENT:
	 		 	 WELLS FARGO BANK, N.A., as
 Co-Documentation Agent and Lender

				
		 		 	 By:
	 	 /s/ Scott Hodges

		 		 	 Name: Scott Hodges
 Title: Director, Senior Relationship Manager



  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 8 







  

							
	 LENDERS:
	 		 	 BARCLAYS BANK PLC

				
		 		 	 By:
	 	 /s/ Allen Huang

		 		 	 Name: Allen Huang
 Title: Assistant Vice President



  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 9 







  
 
			
	 ROYAL BANK OF CANADA

		
	 By:
	 	 /s/ Jay T. Sartain

	 Name: Jay T. Sartain
 Title: Authorized Signatory




  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 10 







  
 
			
	 MORGAN STANLEY BANK, N.A.

		
	 By:
	 	 /s/ Scott Taylor

	 Name: Scott Taylor
 Title: Authorized Signatory




  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 11 







  
 
			
	 MORGAN STANLEY SENIOR FUNDING, INC.

		
	 By:
	 	 /s/ Scott Taylor

	 Name: Scott Taylor
 Title: Vice President




  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 12 







  
 
			
	 DEUTSCHE BANK TRUST COMPANY AMERICAS

		
	 By:
	 	 /s/ Evelyn Thierry

	 Name: Evelyn Thierry
 Title: Director

	
		
	 By:
	 	 /s/ Omayra Laucella

	 Name: Omayra Laucella
 Title: Vice President




  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 13 







  
 
			
	 CREDIT AGRICOLE CORPORATE AND
 INVESTMENT BANK

		
	 By:
	 	 /s/ Sharada Manne

	 Name: Sharada Manne
 Title: Director

	
		
	 By:
	 	 /s/ Tom Byargeon

	 Name: Tom Byargeon
 Title: Managing Director




  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 14 







  
 
			
	 CREDIT SUISSE AG, CAYMAN ISLANDS

BRANCH

		
	 By:
	 	 /s/ Mikhail Faybusovich

	 Name: Mikhail Faybusovich
 Title: Vice President

	
		
	 By:
	 	 /s/ Vipul Dhadda

	 Name: Vipul Dhadda
 Title: Associate




  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 15 







  
 
			
	 UBS AG, STAMFORD BRANCH

		
	 By:
	 	 /s/ Mary E. Evans

	 Name: Mary E. Evans
 Title: Associate Director

	
		
	 By:
	 	 /s/ Irja R. Otsa

	 Name: Irja R. Otsa
 Title: Associate Director




  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 16 







  
 
			
	 CAPITAL ONE, N.A.

		
	 By:
	 	 /s/ Wesley Fontana

	 Name: Wesley Fontana
 Title: Vice President




  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 17 







  
 
			
	 ING CAPITAL, LLC

		
	 By:
	 	 /s/ Charles E. Hall

	 Name: Charles E. Hall
 Title: Managing Director




  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 18 







  
 
			
	 MIZUHO CORPORATE BANK, LTD.

		
	 By:
	 	 /s/ Leon Mo

	 Name: Leon Mo
 Title: Authorized Signatory




  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 19 







  
 
			
	 AMEGY BANK NATIONAL ASSOCIATION

		
	 By:
	 	 /s/ Charles W. Patterson

	 Name: Charles W. Patterson
 Title: Senior Vice President




  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 20 







  
 
			
	 CITIBANK, N.A.

		
	 By:
	 	 /s/ John F. Miller

	 Name: John F. Miller
 Title: Attorney-In-Fact




  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 21 







  
 
			
	 KEYBANK NATIONAL ASSOCIATION

		
	 By:
	 	 /s/ Todd Coker

	 Name: Todd Coker
 Title: Vice President




  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 22 







  
 
			
	 SUNTRUST BANK

		
	 By:
	 	 /s/ J. Haynes Gentry III

	 Name: J. Haynes Gentry III
 Title: Vice President




  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 23 







  
 
			
	 SUMITOMO MITSUI BANKING
 CORPORATION

		
	 By:
	 	 /s/ Masakazu Hasegawa

	 Name: Masakazu Hasegawa
 Title: General Manager




  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 24 







  
 
			
	 THE BANK OF NOVA SCOTIA

		
	 By:
	 	 /s/ John Frazell

	 Name: John Frazell
 Title: Director




  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 25 







  
 
			
	 GOLDMAN SACHS BANK USA

		
	 By:
	 	 /s/ Mark Walton

	 Name: Mark Walton
 Title: Authorized Signatory




  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 26 







  
 
			
	 NATIXIS

		
	 By:
	 	 /s/ Donovan C. Broussard

	 Name: Donovan C. Broussard
 Title: Managing Director

	
		
	 By:
	 	 /s/ Liana Tchernysheva

	 Name: Liana Tchernysheva
 Title: Director




  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 27 







  
 
			
	 BANK OF TEXAS, N.A.

		
	 By:
	 	 /s/ Mari Salazar

	 Name: Mari Salazar
 Title: Senior Vice President




  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 28 







  
 
			
	 ALLIED IRISH BANK p.l.c.

		
	 By:
	 	 /s/ David O’Driscoll

	 Name: David O’Driscoll
 Title: Assistant Vice President

	
		
	 By:
	 	 /s/ Aidan Lanigan

	 Name: Aidan Lanigan
 Title: Vice President




  
 First
Amendment – Fifth Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 29 







  
 ANNEX I 

LIST OF MAXIMUM CREDIT AMOUNTS 
 Aggregate Maximum Credit Amounts 
  

									
	 Name of Lender
	  	Applicable
Percentage	 	 	Maximum
Credit Amount	 
	 BNP Paribas
	  	 	7.70270270	% 	 	$	154,054,054.05	  
			
	 Bank of Montreal
	  	 	6.08108108	% 	 	$	121,621,621.62	  
			
	 Bank of America, N.A.
	  	 	6.08108108	% 	 	$	121,621,621.62	  
			
	 Barclays Bank PLC
	  	 	6.08108108	% 	 	$	121,621,621.62	  
			
	 JP Morgan Chase Bank, N.A.
	  	 	6.08108108	% 	 	$	121,621,621.62	  
			
	 Royal Bank of Canada
	  	 	6.08108108	% 	 	$	121,621,621.62	  
			
	 Wells Fargo Bank, N.A.
	  	 	6.08108108	% 	 	$	121,621,621.62	  
			
	 Morgan Stanley Bank, N.A.
	  	 	3.64864865	% 	 	$	72,972,972.97	  
			
	 Morgan Stanley Senior Funding, Inc.
	  	 	2.43243243	% 	 	$	48,648,648.65	  
			
	 Deutsche Bank Trust Company Americas
	  	 	5.13513514	% 	 	$	102,702,702.70	  
			
	 Credit Agricole CIB
	  	 	5.13513514	% 	 	$	102,702,702.70	  
			
	 Credit Suisse, Cayman Islands Branch
	  	 	5.13513514	% 	 	$	102,702,702.70	  
			
	 UBS AG, Stamford Branch
	  	 	5.13513514	% 	 	$	102,702,702.70	  
			
	 Capital One, N.A.
	  	 	3.78378378	% 	 	$	75,675,675.68	  
			
	 ING Capital, LLC
	  	 	3.24324324	% 	 	$	64,864,864.86	  
			
	 Mizuho Corporate Bank, Ltd.
	  	 	2.16216216	% 	 	$	43,243,243.24	  
			
	 Amegy Bank National Association
	  	 	2.16216216	% 	 	$	43,243,243.24	  
			
	 Citibank, N.A.
	  	 	2.16216216	% 	 	$	43,243,243.24	  
			
	 KeyBank National Association
	  	 	2.00000000	% 	 	$	40,000,000.00	  
			
	 SunTrust Bank
	  	 	2.00000000	% 	 	$	40,000,000.00	  
			
	 Sumitomo Mitsui Banking Corporation
	  	 	2.00000000	% 	 	$	40,000,000.00	  
			
	 The Bank of Nova Scotia
	  	 	2.00000000	% 	 	$	40,000,000.00	  
			
	 Goldman Sachs Bank USA
	  	 	2.00000000	% 	 	$	40,000,000.00	  
			
	 Natixis
	  	 	1.91891892	% 	 	$	38,378,378.38	  
			
	 Bank of Texas, N.A.
	  	 	1.89189189	% 	 	$	37,837,837.84	  
			
	 Allied Irish Bank p.l.c.
	  	 	1.86486486	% 	 	$	37,297,297.30	  
			
	 TOTAL
	  	 	100.000000000	% 	 	$	2,000,000,000.00	  


  
 ANNEX I