exv10w4



 







Exhibit 10.4




THIRD AMENDMENT TO REVOLVING CREDIT

AND TERM LOAN AGREEMENT




     THIS THIRD AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”) dated as
of June ___, 2006, is entered into by and among ATLAS PIPELINE PARTNERS, L.P., a Delaware limited
partnership (“Borrower”); ATLAS PIPELINE NEW YORK, LLC, a Pennsylvania limited liability company
(“APL New York”); ATLAS PIPELINE OHIO, LLC, a Pennsylvania limited liability company (“APL Ohio”);
ATLAS PIPELINE PENNSYLVANIA, LLC, a Pennsylvania limited liability company (“APL Pennsylvania”);
ATLAS PIPELINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“APL Operating”); ATLAS
PIPELINE MID-CONTINENT LLC, a Delaware limited liability company (“APL Mid-Continent”); ELK CITY
OKLAHOMA PIPELINE, L.P., a Texas limited partnership (“Elk City”); ELK CITY OKLAHOMA GP, LLC, a
Delaware limited liability company (“Elk City GP”); ATLAS ARKANSAS PIPELINE LLC, an Oklahoma
limited liability company (“Atlas Arkansas”); MID-CONTINENT ARKANSAS PIPELINE, LLC, an Arkansas
limited liability company (“AAPL2”); NOARK PIPELINE SYSTEM, LIMITED PARTNERSHIP, an Arkansas
limited partnership (“NOARK”); NOARK Energy Services, L.L.C., an Oklahoma limited liability company
(“NOARK Energy”); Ozark Gas Gathering, L.L.C., an Oklahoma limited liability company (“OGG”); and
Ozark Gas Transmission, L.L.C., an Oklahoma limited liability company (“OGT”; OGT, OGG, NOARK
Energy, NOARK, AAPL2, Atlas Arkansas, Elk City GP, Elk City, APL Mid-Continent, APL New York, APL
Ohio, APL Pennsylvania and APL Operating are collectively referred to herein as the “Guarantors,”
and Borrower and Guarantors are collectively referred to herein as the “Obligors”); each of the
lenders party hereto (individually, together with its successors and assigns, a “Lender,” and
collectively, “Lenders”); and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the
Lenders (in such capacity, together with its successors in such capacity, “Administrative Agent”).



R E C I T A L S




     A. Borrower, certain Guarantors, Administrative Agent and the Lenders have entered into that
certain Revolving Credit and Term Loan Agreement dated as of April 14, 2005, as amended by that
certain First Amendment to Revolving Credit and Term Loan Agreement dated as of October 31, 2005,
and that certain Second Amendment to Revolving Credit and Term Loan Agreement dated as of May 1,
2006 (as further renewed, extended, amended or restated from time to time, the “Credit Agreement”).



     B. Borrower has requested that the Lenders amend the Credit Agreement as set forth herein.



     C. Administrative Agent and the Lenders have agreed to amend the Credit Agreement as so
requested, subject to the terms and conditions set forth herein.



     NOW, THEREFORE, in consideration of the foregoing, and intending to be legally bound, the
parties agree as follows:



     SECTION 1. Terms Defined in Credit Agreement. As used in this Amendment, except as
may otherwise be provided herein, all capitalized terms which are defined in the Credit Agreement
shall have the same meaning herein as therein, all of such terms and their definitions being
incorporated herein by reference.



     SECTION 2. Amendments to Credit Agreement. Subject to the conditions set forth in
Section 3 hereof, the Credit Agreement is hereby amended as follows:



 









 





     (a) The definition of “Applicable Margin” in Section 1.02 of the Credit Agreement
(Definitions) is hereby amended in its entirety to read as follows:




     “Applicable Margin shall mean with respect to Revolver Loans and the Term Loan, the
applicable per annum percentage set forth at the appropriate intersection in the table shown
below, based on the Leverage Ratio as in effect from time to time:




	 	 	 	 	 	 	 	 	 
	 	 	Applicable Margin
	 	 	LIBOR	 	 
	 	 	Loans and	 	Base Rate
	Leverage Ratio	 	L/C Fees	 	Loans
	Less than or equal to 3.00 to 1.00
	 	 	1.25	%	 	 	0.25	%
	 
	 	 	 	 	 	 	 	 
	Greater than 3.00 to 1.00,
but less than or equal to 3.50 to 1.00
	 	 	1.50	%	 	 	0.50	%
	 
	 	 	 	 	 	 	 	 
	Greater than 3.50 to 1.00,
but less than or equal 4.00 to 1.00
	 	 	1.75	%	 	 	0.75	%
	 
	 	 	 	 	 	 	 	 
	Greater than 4.00 to 1.00, but less
than or equal to 4.50 to 1:00
	 	 	2.00	%	 	 	1.00	%
	 
	 	 	 	 	 	 	 	 
	Greater than 4.50 to 1.00, but less
than or equal to 5.25 to 1:00
	 	 	2.25	%	 	 	1.25	%
	 
	 	 	 	 	 	 	 	 
	Greater than 5.25 to 1.00
	 	 	2.50	%	 	 	1.50	%







Each change in the Applicable Margin resulting from a change in the Leverage Ratio shall
take effect on the date of delivery by the Borrower to the Administrative Agent of notice
thereof pursuant to Section 8.01(j). However, if the Borrower fails to deliver a compliance
certificate when required pursuant to Section 8.01(j), then the Applicable Margin shall be
set at the highest level until such date as the Borrower delivers such compliance
certificate to the Administrative Agent.”



     (b) The definition of “Termination Date” in Section 1.02 of the Credit Agreement
(Definitions) is hereby amended by replacing each occurrence of the words “April 13, 2010” therein
with the words “June 29, 2011”.



     (c) The following definition is hereby added to Section 1.02 of the Credit Agreement where
alphabetically appropriate:




     “Specified Acquisition Period means, if the Borrower makes a acquisition permitted
under Section 9.03(i) hereof after the fiscal quarter ending June 30, 2006 for a purchase
price in excess of $30,000,000, the period from the date such acquisition is closed until
the earliest of: (i) the closing of an Equity Offering by the Borrower; (ii) the last day of
the third fiscal quarter following the closing date of such acquisition; and (iii) 270 days
from the date such acquisition is



2









 






closed; provided that another Specified Acquisition Period shall not commence until the
current Specified Acquisition Period shall have terminated and there shall have been at
least one fiscal quarter when there was no Specified Acquisition Period in effect and during
such fiscal quarter when no Specified Acquisition Period was in effect the Borrower was in
compliance with the Sections 9.14 and 9.15.”



     (d) Section 2.04(a) of the Credit Agreement (Commitment Fee) is hereby amended in its entirety
to read as follows:




     “(a) Commitment Fee. The Borrower shall pay to the Administrative Agent for
the account of each Revolver Lender a commitment fee on the daily average unused amount of
the aggregate Revolver Commitments, up to, but excluding, the Termination Date in respect of
the Revolver Facility at a rate per annum equal to: (i) 0.25% during any period in which
the Leverage Ratio is less than or equal to 3.00 to 1.00; (ii) 0.30% during any period in
which the Leverage Ratio is greater than 3.00 to 1.00 but less than or equal to 3.50 to
1.00; (iii) 0.375% during any period in which the Leverage Ratio is greater than 3.50 to
1.00 but less than or equal to 5.25 to 1.00; or (iv) 0.50% during any period in which the
Leverage Ratio is greater than 5.25 to 1.00. Accrued commitment fees shall be payable
quarterly in arrears on each Quarterly Date and on the Termination Date in respect of the
Revolver Facility. Each change in the commitment fee resulting from a change in the
Leverage Ratio shall take effect on the date of delivery by the Borrower to the
Administrative Agent of notice thereof pursuant to Section 8.01(j). If the Borrower fails
to deliver a compliance certificate when required pursuant to Section 8.01(j), then the
commitment fee shall equal 0.50% until such date as the Borrower delivers such compliance
certificate to the Administrative Agent.”



     (e) Section 8.13 of the Credit Agreement (Guaranties) is hereby amended by replacing the
phrase “at the time of” each time it occurs with the phrase “within fifteen (15) days of”
(maintaining capitalized first letters if such phrase appears at the beginning of a sentence).



     (f) Section 9.14 of the Credit Agreement (Leverage Ratio) is hereby amended in its entirety to
read as follows:




     “Section 9.14 Consolidated Funded Debt to Consolidated EBITDA. The Borrower will not
permit the ratio of its Consolidated Funded Debt to Consolidated EBITDA (the “Leverage
Ratio”) as of the end of any fiscal quarter of the Borrower (calculated quarterly based upon
the four most recently completed quarters, and including pro forma adjustments acceptable to
the Administrative Agent following any material acquisition) to be more than: (i) 5.25 to
1.00 at any time other than during a Specified Acquisition Period; and (ii) 5.75 to 1.00
during a Specified Acquisition Period.”



     (g) Section 9.15 of the Credit Agreement (Senior Secured Leverage Ratio) is hereby amended in
its entirety to read as follows:




     “Section 9.15 Consolidated Senior Secured Debt to Consolidated EBITDA. The Borrower
will not permit the ratio of its Consolidated Senior Secured Debt to Consolidated EBITDA
(the “Senior Secured Leverage Ratio”) as of the end of any fiscal quarter of the Borrower
(calculated quarterly based upon the four most recently completed quarters, and including
pro forma adjustments acceptable to the Administrative Agent following any material
acquisition) to be more than: (i) 4.00 to 1.00 at any time other than during a Specified
Acquisition Period; and (ii) 4.50 to 1.00 during a Specified Acquisition Period.”



3









 





     (h) Section 9.19 of the Credit Agreement (Subsidiaries) is hereby amended by replacing the
first sentence thereof with the following sentence:




     “The Obligors shall not create or add any additional Subsidiaries (other than
Unrestricted Entities) that do not become Guarantors hereunder within fifteen (15) days of
such creation or addition.”



     SECTION 3. Amendment Effective Date. This Amendment shall be binding upon all parties
to the Credit Agreement as of the date (the “Amendment Effective Date”) that Administrative Agent
receives the following:



     (a) sufficient counterparts of this Amendment, executed and delivered to Administrative Agent
by (i) each Obligor, (ii) Administrative Agent, (iii) Issuing Bank, and (iv) all Lenders;



     (b) receipt of all fees and expenses due and payable by the Obligors hereunder; and



     (c) such other agreements, certificates, documents and evidence of authority as Co-Lead
Arrangers, any Lender or counsel to the Co-Lead Arrangers may reasonably request.



     SECTION 4. Representations and Warranties of Obligors. Each of the Obligors
represents and warrants to Administrative Agent, Issuing Bank and Lenders, with full knowledge that
Administrative Agent, Issuing Bank, and Lenders are relying on the following representations and
warranties in executing this Amendment, as follows:



     (a) each Obligor has the organizational power and authority to execute, deliver and perform
this Amendment and such other Loan Documents executed in connection herewith, and all
organizational action on the part of such Person requisite for the due execution, delivery and
performance of this Amendment and such other Loan Documents executed in connection herewith has
been duly and effectively taken;



     (b) the Credit Agreement, as amended by this Amendment, the Loan Documents and each and every
other document executed and delivered in connection with this Amendment to which any Obligor is a
party constitute the legal, valid and binding obligations of each Obligor to the extent it is a
party thereto, enforceable against such Person in accordance with their respective terms;



     (c) this Amendment does not and will not violate any provisions of any of the organizational
documents of any Obligor, or any contract, agreement, instrument or requirement of any Governmental
Authority to which any Obligor is subject. Obligors’ execution of this Amendment will not result
in the creation or imposition of any lien upon any properties of any Obligor, other than those
permitted by the Credit Agreement and this Amendment;



     (d) the execution, delivery and performance of this Amendment by Obligors does not require the
consent or approval of any other Person, including, without limitation, any regulatory authority or
governmental body of the United States of America or any state thereof or any political subdivision
of the United States of America or any state thereof; and



     (e) no Default exists, and all of the representations and warranties contained in the Credit
Agreement and all instruments and documents executed pursuant thereto or contemplated thereby are
true and correct in all material respects on and as of this date, other than those which have been
disclosed to Administrative Agent, Issuing Bank and Lenders in writing.



4









 





     SECTION 5. Reference to and Effect on the Agreement.



     (a) On and after the Amendment Effective Date, each reference in the Credit Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein,” or words of like import shall mean and be a reference
to the Credit Agreement, as amended hereby.



     (b) Except as otherwise expressly provided herein, the Credit Agreement and the other Loan
Documents are not amended, modified or affected by this Amendment. Obligors ratify and confirm
that (a) except as expressly amended hereby, all of the terms, conditions, covenants,
representations, warranties and all other provisions of the Credit Agreement remain in full force
and effect, (b) each of the other Loan Documents are and remain in full force and effect in
accordance with their respective terms, and (c) the collateral under the Security Instruments is
unimpaired by this Amendment.



     SECTION 6. Costs, Expenses and Taxes. Borrower agrees to pay on demand all reasonable
costs and expenses of Administrative Agent in connection with the preparation, reproduction,
execution and delivery of this Amendment, and the other instruments and documents to be delivered
hereunder, including reasonable attorneys’ fees and out-of-pocket expenses of Administrative Agent.
In addition, Borrower shall pay any and all recording and filing fees payable or determined to be
payable in connection with the execution and delivery, filing or recording of this Amendment and
the other instruments and documents to be delivered hereunder, and agrees to save Administrative
Agent harmless from and against any and all liabilities with respect to or resulting from any delay
in paying or omission to pay such taxes or fees.



     SECTION 7. Disclosure of Claims. As additional consideration to the execution,
delivery, and performance of this Amendment by the parties hereto and in order to induce
Administrative Agent, Issuing Bank and Lenders to enter into this Amendment, each Obligor
represents and warrants that it knows of no defenses, counterclaims or rights of setoff to the
payment of any Indebtedness.



     SECTION 8. Affirmation of Guaranty Agreements, Security Interest.



     (a) Each of the undersigned Guarantors hereby consents to and accepts the terms and conditions
of this Amendment, and the transactions contemplated hereby, agrees to be bound by the terms and
conditions hereof, and ratifies and confirms that each Guaranty Agreement and each of the other
Loan Documents to which it is a party is, and shall remain, in full force and effect after giving
effect to this Amendment.



     (b) Obligors hereby confirm and agree that any and all liens, security interests and other
security or collateral now or hereafter held by Administrative Agent for the benefit of Lenders as
security for payment and performance of the Obligations hereby under such Security Instruments to
which such Obligor is a party are renewed and carried forth to secure payment and performance of
all of the Obligations. The Security Instruments are and remain legal, valid and binding
obligations of the parties thereto, enforceable in accordance with their respective terms.



     SECTION 9. Execution and Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument. Delivery of an executed counterpart of this Amendment
by facsimile and other Loan Documents shall be equally as effective as delivery of a manually
executed counterpart of this Amendment and such other Loan Documents.



5









 





     SECTION 10. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.



     SECTION 11. Headings. Section headings in this Amendment are included herein for
convenience and reference only and shall not constitute a part of this Amendment for any other
purpose.



     SECTION 12. NO ORAL AGREEMENTS. THE CREDIT AGREEMENT (AS AMENDED BY THIS AMENDMENT)
AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES 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.




[The remainder of this page intentionally blank. Signature pages to follow.]




6









 





     In Witness Whereof, the parties have executed this Third Amendment to Credit
Agreement as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	ATLAS PIPELINE PARTNERS, L.P.
	 	 	By:	 	Atlas Pipeline Partners GP, LLC its general partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Michael Staines
	 

	 	 	 	 	 	President and Chief Operating Officer
	 
	 	 	 	 	 	 
	 	 	ATLAS PIPELINE FINANCE CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Michael Staines
	 	 	 	 	President and Chief Operating Officer
	 
	 	 	 	 	 	 
	 	 	ATLAS PIPELINE OPERATING PARTNERSHIP, L.P.
	 	 	By:	 	Atlas Pipeline Partners GP, LLC its general partner
	 
	 	 	 	 	 	 
	 	 	ATLAS PIPELINE NEW YORK, LLC
	 	 	By:	 	Atlas Pipeline Operating Partnership, L.P., its sole member
	 

	 	 	 	By:
	 	Atlas Pipeline Partners GP, LLC, its

general partner
	 
	 	 	 	 	 	 
	 	 	ATLAS PIPELINE OHIO, LLC
	 	 	By:	 	Atlas Pipeline Operating Partnership, L.P., its sole member
	 

	 	 	 	By:
	 	Atlas Pipeline Partners GP, LLC, its

general partner
	 
	 	 	 	 	 	 
	 	 	ATLAS PIPELINE PENNSYLVANIA, LLC
	 	 	By:	 	Atlas Pipeline Operating Partnership, L.P., its sole member
	 

	 	 	 	By:
	 	Atlas Pipeline Partners GP, LLC, its

general partner
	 
	 	 	 	 	 	 
	 	 	ATLAS PIPELINE MID-CONTINENT LLC
	 	 	By:	 	Atlas Pipeline Operating Partnership, L.P., its sole member
	 

	 	 	 	By:
	 	Atlas Pipeline Partners GP, LLC, its

general partner






SIGNATURE PAGE TO

THIRD AMENDMENT TO REVOLVING CREDIT

AND TERM LOAN AGREEMENT




 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	ELK CITY OKLAHOMA GP, LLC
	 	 	By:	 	Atlas Pipeline Mid-Continent LLC, its sole member
	 	 	 	 	By:	 	Atlas Pipeline Operating Partnership, L.P., its sole member
	 	 	 	 	 	 	By:	 	Atlas Pipeline Partners GP, LLC, its general partner
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	ELK CITY OKLAHOMA PIPELINE, L.P.
	 	 	By:	 	Elk City Oklahoma GP, LLC its general partner
	 	 	 	 	By:	 	Atlas Pipeline Mid-Continent LLC, its sole member
	 	 	 	 	 	 	By:	 	Atlas Pipeline Operating Partnership, L.P., its sole member
	 

	 	 	 	 	 	 	 	By:
	 	Atlas Pipeline Partners GP, LLC, its general partner
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	ATLAS ARKANSAS PIPELINE LLC
	 	 	By:	 	Atlas Pipeline Mid-Continent LLC, its sole member
	 	 	 	 	By:	 	Atlas Pipeline Operating Partnership, L.P., its sole member
	 	 	 	 	 	 	By:	 	Atlas Pipeline Partners GP, LLC, its general partner
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	MID-CONTINENT ARKANSAS PIPELINE, LLC
	 	 	By:	 	Atlas Pipeline Mid-Continent LLC, its sole member
	 	 	 	 	By:	 	Atlas Pipeline Operating Partnership, L.P., its sole member
	 	 	 	 	 	 	By:	 	Atlas Pipeline Partners GP, LLC, its general partner
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	NOARK PIPELINE SYSTEM, LIMITED PARTNERSHIP
	 	 	By:	 	Atlas Arkansas Pipeline LLC and Mid-Continent Arkansas Pipeline, LLC, its general partners
	 	 	 	 	By:	 	Atlas Pipeline Mid-Continent LLC, their sole member
	 	 	 	 	 	 	By:	 	Atlas Pipeline Operating Partnership, L.P., its sole member
	 

	 	 	 	 	 	 	 	By:
	 	Atlas Pipeline Partners GP, LLC, its general partner






SIGNATURE PAGE TO

THIRD AMENDMENT TO REVOLVING CREDIT

AND TERM LOAN AGREEMENT




 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	OZARK GAS GATHERING, L.L.C.
	 	 	By:	 	NOARK Pipeline System, Limited Partnership, its sole member
	 	 	 	 	By:	 	Atlas Arkansas Pipeline LLC and Mid-Continent Arkansas Pipeline, LLC, its general partners
	 	 	 	 	 	 	By:	 	Atlas Pipeline Mid-Continent LLC, their sole member
	 	 	 	 	 	 	 	 	By:	 	Atlas Pipeline Operating Partnership, L.P., its sole member
	 

	 	 	 	 	 	 	 	 	 	By:
	 	Atlas Pipeline Partners GP, LLC, its general partner
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	OZARK GAS TRANSMISSION, L.L.C.
	 	 	By:	 	NOARK Pipeline System, Limited Partnership, its sole member
	 	 	 	 	By:	 	Atlas Arkansas Pipeline LLC and Mid-Continent Arkansas Pipeline, LLC, its general partners
	 	 	 	 	 	 	By:	 	Atlas Pipeline Mid-Continent LLC, their sole member
	 	 	 	 	 	 	 	 	By:	 	Atlas Pipeline Operating Partnership, L.P., its sole member
	 

	 	 	 	 	 	 	 	 	 	By:
	 	Atlas Pipeline Partners GP, LLC, its general partner
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	NOARK ENERGY SERVICES, L.L.C.
	 	 	By:	 	NOARK Pipeline System, Limited Partnership, its sole member
	 	 	 	 	By:	 	Atlas Arkansas Pipeline LLC and Mid-Continent Arkansas Pipeline, LLC, its general partners
	 	 	 	 	 	 	By:	 	Atlas Pipeline Mid-Continent LLC, their sole member
	 	 	 	 	 	 	 	 	By:	 	Atlas Pipeline Operating Partnership, L.P., its sole member
	 

	 	 	 	 	 	 	 	 	 	By:
	 	Atlas Pipeline Partners GP, LLC, its general partner
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Michael Staines, President
	 

	 	 	 	 	 	 	 	 	 	 	 	and Chief Operating Officer






SIGNATURE PAGE TO

THIRD AMENDMENT TO REVOLVING CREDIT

AND TERM LOAN AGREEMENT




 









 





	 	 	 	 	 
	 	ADMINISTRATIVE AGENT, ISSUING BANK

AND A LENDER:





WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Jay Buckman 	 
	 	 	Vice President 	 
	 



SIGNATURE PAGE TO

THIRD AMENDMENT TO REVOLVING CREDIT

AND TERM LOAN AGREEMENT





 









 





	 	 	 	 	 
	 	LENDERS:





BANK OF AMERICA, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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AND TERM LOAN AGREEMENT





 









 





	 	 	 	 	 
	 	BANK OF OKLAHOMA N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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THIRD AMENDMENT TO REVOLVING CREDIT

AND TERM LOAN AGREEMENT





 









 





	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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THIRD AMENDMENT TO REVOLVING CREDIT

AND TERM LOAN AGREEMENT





 









 





	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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THIRD AMENDMENT TO REVOLVING CREDIT

AND TERM LOAN AGREEMENT





 









 





	 	 	 	 	 
	 	BNP PARIBAS

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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THIRD AMENDMENT TO REVOLVING CREDIT

AND TERM LOAN AGREEMENT





 









 





	 	 	 	 	 
	 	NEWCOURT CAPITAL USA INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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THIRD AMENDMENT TO REVOLVING CREDIT

AND TERM LOAN AGREEMENT





 









 





	 	 	 	 	 
	 	COMERICA BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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AND TERM LOAN AGREEMENT





 









 





	 	 	 	 	 
	 	COMPASS BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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AND TERM LOAN AGREEMENT





 









 





	 	 	 	 	 
	 	CITIBANK TEXAS, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	FORTIS CAPITAL CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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AND TERM LOAN AGREEMENT





 









 





	 	 	 	 	 
	 	GUARANTY BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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AND TERM LOAN AGREEMENT





 









 





	 	 	 	 	 
	 	NATIONAL CITY BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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THIRD AMENDMENT TO REVOLVING CREDIT

AND TERM LOAN AGREEMENT





 









 





	 	 	 	 	 
	 	NATEXIS BANQUES POPULAIRES

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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AND TERM LOAN AGREEMENT





 









 





	 	 	 	 	 
	 	UFJ BANK LIMITED, NEW YORK BRANCH

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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THIRD AMENDMENT TO REVOLVING CREDIT

AND TERM LOAN AGREEMENT





 









 





	 	 	 	 	 
	 	WESTLB AG, NEW YORK BRANCH

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



SIGNATURE PAGE TO

THIRD AMENDMENT TO REVOLVING CREDIT

AND TERM LOAN AGREEMENT