Waiver and Fourth Amendment to Third Amended and Restated Credit Agreement


 Exhibit 10.1 
 WAIVER AND FOURTH AMENDMENT TO THIRD AMENDED 
 AND RESTATED CREDIT AGREEMENT 
 THIS WAIVER AND FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (herein called this “Amendment”), dated effective
as of November 6, 2007 (the “Effective Date”), is entered into by and among W&T OFFSHORE, INC., a Texas corporation, as the borrower (the “Borrower”), the various financial institutions parties
hereto, as lenders (collectively, the “Lenders”), TORONTO DOMINION (TEXAS) LLC, individually and as agent (in such capacity together with any successors thereto, the “Agent”) for the Lenders and the issuers
of letters of credit parties hereto, as issuers (collectively, the “Issuers”). Terms defined in the Credit Agreement (as hereinafter defined) are used herein with the same meanings as given them therein, unless the context otherwise
requires. 
 W I T N E S S E T H 
 WHEREAS, the Borrower, the Lenders, the Agent and the Issuers have heretofore executed that certain Third Amended and Restated Credit Agreement,
dated as of May 26, 2006, as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of June 9, 2006, as further amended by that certain Second Amendment to Third Amended and Restated Credit
Agreement dated as of July 27, 2006, and as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of June 7, 2007 (as so amended, and as from time to time amended, supplemented, restated or
otherwise modified, including pursuant to this Amendment, the “Credit Agreement”); 
 WHEREAS, Section 7.6 of
the Credit Agreement imposes certain limitations on the Borrower’s ability to make Distributions to its shareholders; 
 WHEREAS,
the Borrower has requested that the Lenders waive the requirements of Section 7.6 of the Credit Agreement so that, in addition to any Distribution that it may be permitted to make in the 2007 Fiscal Year pursuant to Section 7.6(a), the
Borrower may make or declare a one-time Distribution to its shareholders during the 2007 Fiscal Year in an aggregate amount not to exceed $30,000,000 (the “Specified Distribution”); 
 WHEREAS, the undersigned Lender Parties are willing to agree to such waiver on the terms and conditions set forth herein; and 
 WHEREAS, parties hereto hereby further intend to reach certain understandings relating to the Borrowing Base and to amend certain provisions of
the Credit Agreement, in each case on the terms and conditions set forth herein. 
 NOW, THEREFORE, in consideration of the premises
and the mutual agreements herein contained, the undersigned hereby agree as follows: 
  

	 	1.	Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows: 

  

	 	(a)	Section 1.1. 

  






 (i) The definition of “Issuer” in Section 1.1 of the Credit Agreement is
hereby amended and restated as follows: 
 “Issuer” means any of The Toronto-Dominion Bank, Fortis Capital
Corp. (or one of its Affiliates) or any Lender which has agreed to issue one or more Letters of Credit at the request of the Agent (which shall, at the Borrower’s request, notify the Borrower from time to time of the identity of such other
Lender); provided that no Issuer without its consent shall be required to have outstanding at any time Letters of Credit issued by such Issuer having a Stated Amount of more than $30,000,000 in the aggregate. 
 (ii) The definition of “Revolving Availability” in Section 1.1 of the Credit Agreement is hereby amended and restated as
follows: 
 “Revolving Availability” means, at the time of determination, the lesser of (a) $500,000,000
or (b) the difference between (i) the Borrowing Base then in effect and (ii) the sum of the aggregate principal amount of all outstanding Tranche A Term Loans and Tranche B Term Loans at the time of the determination or
redetermination of such then effective Borrowing Base without giving effect to any prepayment or repayment of any Tranche A Term Loans or Tranche B Term Loans made after such determination or redetermination of such then effective Borrowing
Base.” 
 (b) Section 7.3(a)(iii). Section 7.3(a)(iii) of the Credit Agreement is hereby amended and restated in its
entirety as follows: 
 “(iii) no such contract requires any Restricted Person to put up money (except as provided in
Section 7.2(e)), assets, letters of credit (unless the Indebtedness arising with respect thereto is permitted under Section 7.1(f)), or other security against the event of its nonperformance prior to actual default by such Restricted
Person in performing its obligations thereunder (except that any such contract that is with a Lender or an Affiliate of a Lender may be secured pursuant to the Security Documents and entitled to the benefits of Security Documents and the provisions
of this Agreement and the other Loan Documents relating to the Collateral in accordance with Section 10.14), and” 
 (c) Part I of
Schedule 3 to the Credit Agreement is hereby replaced with Annex I attached hereto. 
 2. Waiver. 
 (a) Subject to the other terms and conditions of this Amendment, the undersigned Lender Parties hereby (i) waive the provisions of Section 7.6
of the Credit Agreement that restrict the Borrower’s ability to make Distributions to its shareholders in excess of the limits specified in such Section, but only to the extent necessary to permit the Borrower to undertake the Specified
Distribution, provided that (A) the Specified Distribution must be declared by December 31, 2007 and can be made by no later than February 29, 2008, (B) the Borrower may not declare such Specified Distribution during any period
when a Default or Event of Default has 

  

 2 







 
occurred and is continuing, and (C) in the event that the Specified Distribution is actually made in the Fiscal Year 2008, the Specified Distribution
will not count against Distributions made in accordance with Section 7.6(a) for the Fiscal Year 2008; and (ii) agree that the Borrower’s undertaking of the Specified Distribution in accordance with and as contemplated by this
Amendment shall not constitute a Default or Event of Default as a result of a violation of Section 7.6 of the Credit Agreement. 
 (b)
The express waiver set forth in this Section 2 is limited to the extent described herein and shall not be construed to be a consent to or a waiver of any terms, provisions, covenants, warranties or agreements contained in the Credit
Agreement or in any of the other Loan Documents, unless expressly provided so herein. The Lender Parties reserve the right to exercise any rights and remedies available to them in connection with any present or future defaults with respect to the
Credit Agreement or any other provision of any Loan Document. 
 3. Redetermination of Borrowing Base; Increase of Revolving
Availability. The Borrower and the Revolving Loan Lenders hereby agree that effective as of November 6, 2007, (a) the Borrowing Base shall be equal to $710,000,000 and (b) the Revolving Availability shall be equal to $500,000,000
(representing an increase of $200,000,000 from the Revolving Availability of $300,000,000 that was in effect prior to giving effect to this Section 3), in each case until such time as the Borrowing Base and/or Revolving Availability are
redetermined or otherwise adjusted pursuant to the terms of the Credit Agreement. 
 4. Representations and Warranties. The Borrower
and each Restricted Person hereby represents and warrants that after giving effect hereto: 
 (a) the representations and warranties of the
Borrower and such Restricted Person contained in the Loan Documents are true and correct in all material respects on and as of the Effective Date, other than those representations and warranties that expressly relate solely to a specific earlier
date, which shall remain correct in all material respects as of such earlier date; 
 (b) the execution, delivery and performance by the
Borrower and such Restricted Person of this Amendment are within their corporate or limited liability powers, have been duly authorized by all necessary action, require, in respect of any of them, no action by or in respect of, or filing with, any
governmental authority which has not been performed or obtained and do not contravene, or constitute a default under, any provision of Law or regulation or the articles of incorporation or the bylaws of any of them or any agreement, judgment,
injunction, order, decree or other instrument binding upon the Borrower or such Restricted Person or result in the creation or imposition of any Lien on any asset of any of them except as contemplated by the Loan Documents; 
 (c) the execution, delivery and performance by the Borrower and such Restricted Person of this Amendment has been duly authorized by all necessary action
required on their part and this Amendment constitutes the legal, valid and binding obligation of each of them enforceable against them in accordance with its terms; and 
 (d) no Default or Event of Default has occurred and is continuing. 
  

 3 







 5. Effectiveness. This Amendment shall be deemed effective as of the Effective Date when the Agent
shall have received counterparts hereof duly executed by the Borrower, the Agent and the Revolving Loan Lenders whose Revolving Loan Percentage Shares equal or exceed sixty-six and two-thirds percent (66 2/3%); provided that: 
 (a) Sections 1(c) and 3 shall not become effective unless: 
 (i) the Borrower shall have paid to the Agent for the account of each Revolving Loan Lender, the following fees: (A) for each Person
that is a Revolving Loan Lender (other than Merrill Lynch (as defined below), Société Générale, BNP Paribas and Guaranty Bank, FSB) after giving effect to this Amendment and the assignment in Section 10 below,
a fee in an amount equal to 30 basis points on such Revolving Loan Lender’s Revolving Loan Percentage Share of $200,000,000, (B) for Merrill Lynch, a fee in an amount equal to 30 basis points on the amount of Merrill Lynch’s
“Revolving Loan Commitment” as set forth in Annex I, (C) for Société Générale, no fee, (D) for BNP Paribas, a fee in an amount equal to 30 basis points on $23,000,000, and (E) for
Guaranty Bank, FSB, a fee in an amount equal to 30 basis points on $15,000,000 (and the signatories hereto agree that the fees in this Section 5(a)(i) shall be in lieu of any fees payable pursuant to Section 2.5(e) of the Credit Agreement
in respect of the increase to the Revolving Availability effected pursuant to Section 3); 
 (ii) the Agent shall
have received counterparts hereof duly executed by all Revolving Loan Lenders; and 
 (iii) to the extent requested by them,
Merrill Lynch shall have received a Revolving Loan Note and Société Générale, BNP Paribas and Guaranty Bank, FSB shall have received replacement Revolving Loan Notes payable to them in the principal amount of their
“Revolving Loan Commitments” as specified in Annex I attached hereto (or the Agent shall have received such notes on their behalf); and 
 (b) Section 1(b) and Section 2 shall not become effective unless the Agent shall have received counterparts hereof duly executed by the Required Lenders. 
 6. Ratification; Loan Document. This Amendment shall be deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as hereby
amended, is hereby ratified, approved and confirmed in each and every respect. The Borrower and each other Restricted Person hereby ratifies, approves and confirms in every respect all the terms, provisions, conditions and obligations of the Loan
Documents (including, without limitation, all Security Documents) to which it is a party. All references to the Credit Agreement in any Loan Document or in any other document, instrument, agreement or writing shall hereafter be deemed to refer to
the Credit Agreement as hereby amended. This Amendment is a Loan Document. 
 7. Costs And Expenses. As provided in Section 10.4
of the Credit Agreement, the Borrower agrees to reimburse Agent for all reasonable costs and expenses incurred by or on behalf of Agent (including attorneys’ fees, consultants’ fees and engineering fees, 

  

 4 







 
travel costs and miscellaneous expenses) in connection with this Amendment and any other agreements, documents, instruments, releases, terminations or other
collateral instruments delivered by the Agent in connection with this Amendment. 
 8. GOVERNING LAW. THIS AMENDMENT SHALL BE
DEEMED A CONTRACT AND INSTRUMENT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. 
 9. Severability. Any provision of this Amendment that is prohibited or unenforceable in any
jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment or affecting the validity or enforceability of such
provision in any other jurisdiction. 
 10. New Lenders; Exiting Lender and resigning Issuer; Purchase and Sale of Revolving Loans,
Etc. 
 (a) Upon the effectiveness of this Amendment and by its execution and delivery hereof, (i) Merrill Lynch Capital, a division
of Merrill Lynch Business Financial Services, Inc. (“Merrill Lynch”) shall be deemed automatically to have become a party to the Credit Agreement, shall have all the rights and obligations of a “Revolving Loan Lender”
under the Credit Agreement and the other Loan Documents as if each were an original signatory thereto, and shall agree, and does hereby agree, to be bound by the terms and conditions set forth in the Credit Agreement and the other Loan Documents to
which the Revolving Loan Lenders are a party, in each case, as if each were an original signatory thereto; (ii) JPMorgan Chase Bank, N.A. (the “Exiting Lender”), shall cease to be a Revolving Loan Lender and shall relinquish
its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance or event or condition arising prior to the Effective Date) and be released from its obligations under the Credit Agreement and the
other Loan Documents; and (iii) the Exiting Lender shall cease to be an Issuer under the Credit Agreement. The Exiting Lender hereby gives written notice to Lenders and Borrower of its resignation as an Issuer under the Credit Agreement. As of
the date hereof, the Borrower and the Exiting Lender acknowledge and agree that there are no outstanding Letters of Credit issued by the Exiting Lender in its capacity as an Issuer. No other Lender will replace the Exiting Lender in its capacity as
an Issuer (but the Toronto-Dominion Bank and Fortis Capital Corp. (or one of its Affiliates) shall be Issuers as of the date hereof until such time as they resign in accordance with the terms of the Credit Agreement). 
 (b) Merrill Lynch (i) confirms that it has received a copy of the Credit Agreement and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Amendment and the Credit Agreement; (ii) agrees that it will, independently and without reliance upon the Agent, any Issuer or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) represents and warrants that its name set forth herein is its legal
name; (iv) appoints and 

  

 5 







 
authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the
Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (vi) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are
required to be performed by it as a Revolving Loan Lender. 
 (c) Merrill Lynch hereby advises each other party hereto that its respective
address for notices shall be as set forth below its name Annex I hereto. 
 (d) The Exiting Lender hereby sells, assigns,
transfers and conveys, and Merrill Lynch hereby purchases and accepts, and Société Générale hereby sells, assigns, transfers and conveys, and BNP Paribas and Guaranty Bank, FSB hereby purchase and accept, in each case so
much of the aggregate Revolving Loan Commitments under, Revolving Loans outstanding under, and/or participations in Letters of Credit issued pursuant to, the Credit Agreement such that, after giving effect to this Amendment, the Revolving Loan
Percentage Share of the Exiting Lender is zero and the Revolving Loan Percentage Share of each Revolving Loan Lender, and the Revolving Loan Commitment of each Revolving Loan Lender, shall be as set forth on Annex I hereto. The foregoing
assignments, transfers and conveyances are without any warranties whatsoever by the Agent, any Issuer, the Exiting Lender or Société Générale as to title, enforceability, collectibility, documentation or freedom from
liens or encumbrances, in whole or in part, other than the warranty of the Exiting Lender and Société Générale that it has not previously sold, transferred, conveyed or encumbered such interests. 
 (e) The assignors and the assignees under this Section 10 shall make all appropriate adjustments in payments under the Credit Agreement, the
Revolving Loan Notes and the other Loan Documents for periods prior to the adjustment date among themselves. Each of the Exiting Lender and Société Générale acknowledges and agrees that it is not entitled to any fee under
Section 2.5(e) of the Credit Agreement with respect to the increase in the Revolving Availability effected by this Amendment or any fee under Section 5(a)(i) of this Amendment. 
 11. Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same
instrument, and any party hereto may execute this Amendment by signing one or more counterparts. Any signature hereto delivered by a party by facsimile or electronic transmission shall be deemed to be an original signature hereto. 
 12. Successors and Assigns. This Amendment shall be binding upon the Borrower and its successors and permitted assigns and shall inure, together
with all rights and remedies of each Lender Party hereunder, to the benefit of each Lender Party and the respective successors, transferees and assigns. 
  

 6 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized as of the day and year first above written. 
  

			
	BORROWER:
	
	W&T OFFSHORE, INC.
		
	By:	 	/S/ JOHN D. GIBBONS
	Name:	 	John D. Gibbons
	Title:	 	Senior Vice President and Chief Financial Officer


  







			
	TORONTO DOMINION (TEXAS) LLC,
	as Agent and Lender
		
	By:	 	/S/ IAN MURRAY
	Name: Ian Murray
	Title:	 	Authorized Signatory
	
	 THE TORONTO-DOMINION BANK,
 as
Issuer

		
	By:	 	/S/ ROBYN ZELLER
	Name:	 	Robyn Zeller
	Title:	 	Vice President
	
	 LEHMAN COMMERCIAL PAPER INC.,
 as
Lender

		
	By:	 	/S/ MARLA M. LUND
	Name:	 	Marla M. Lund
	Title:	 	Authorized Signatory
	
	 FORTIS CAPITAL CORP
 as Issuer and Lender


		
	By:	 	/S/ DAVID MONTGOMERY
	Name:	 	David Montgomery
	Title:	 	Director
		
	By:	 	/S/ DARRELL HOLLEY
	Name: Darrell Holley
	Title:	 	Managing Director
	
	 BMO CAPITAL MARKETS FINANCING, INC.,
 as
Lender

		
	By:	 	/S/ JAMES V. DUCOTE
	Name:	 	James V. Ducote
	Title:	 	Director


  







			
	BANK OF SCOTLAND, PLC,
	as Lender
		
	By:	 	/S/ PERCY NGAI
	Name:	 	Percy Ngai
	Title:	 	Assistant Vice President
	
	 NATIXIS,
 as Lender

		
	By:	 	/S/ LOUIS P. LAVILLE, III
	Name:	 	Louis P. Laville, III
	Title:	 	Managing Director
		
	By:	 	/S/ DANIEL PAYER
	Name:	 	Daniel Payer
	Title:	 	Director
	
	MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES, INC., as Lender
		
	By:	 	/S/ GREG O’BRIEN
	Name:	 	Greg O’Brien
	Title:	 	Managing Director
	
	 ROYAL BANK OF CANADA
 as
Lender

		
	By:	 	/S/ DON J. MCKINNERNEY
	Name:	 	Don J. McKinnerney
	Title:	 	Authorized Signatory
	
	 SOCIÉTÉ GÉNÉRALE,
 as Lender

		
	By:	 	/S/ STEPHEN W. WARFEL
	Name:	 	Stephen W. Warfel
	Title:	 	Managing Director


  







			
	AMEGY BANK NATIONAL ASSOCIATION,
	as Lender
		
	By:	 	/S/ MICHAEL SKARKE
	Name:	 	Michael Skarke
	Title:	 	Banking Officer
	
	 BNP PARIBAS,
 as Lender

		
	By:	 	/S/ DOUGLAS R. LITTMAN
	Name:	 	Douglas R. Littman
	Title:	 	Managing Director
		
	By:	 	/S/ RUSSELL OTTS
	Name:	 	Russell Otts
	Title:	 	Vice President
	
	 GUARANTY BANK, FSB,
 as
Lender

		
	By:	 	/S/ CHRISTOPHER S. PARADA
	Name:	 	Christopher S. Parada
	Title:	 	Senior Vice President
	
	 SUNTRUST BANK,
 as
Lender

		
	By:	 	/S/ JAMES WARREN
	Name:	 	James Warren
	Title:	 	Managing Director


  







			
	 HARBOUR TOWN FUNDING LLC,
 as Lender

		
	 By:
	 	/s/ TARA E. KENNY
	 Name: Tara E. Kenny

	 Title: Assistant Vice President

	
	 RAYMOND JAMES BANK, FSB,
 as Lender

		
	 By:
	 	/s/ JAMES M. ARMSTRONG
	 Name: James M. Armstrong

	 Title: Vice President

	
	 GRAND CENTRAL ASSET TRUST, PFV SERIES,
 as Lender

		
	 By:
	 	/s/ JASON MUELVER
	 Name: Jason Muelver

	 Title: Attorney-in-Fact

	
	 WB LOAN FUNDING 2, LLC,
 as Lender

		
	 By:
	 	/s/ DIANA M. HIMES
	 Name: Diana M. Himes

	 Title: Vice President

	
	 SANKATY HIGH YIELD PARTNERS III, L.P.,
 as Lender

		
	 By:
	 	/s/ ALLEN K. HALFENGER
	 Name: Allen K. Halfenger

	 Title: Chief Compliance Officer and Assistant
 Secretary



  







			
	 SANKATY ADVISORS, LLC AS COLLATERAL

	 MANAGER FOR AVERY POINT CLO. LTD.,
 as Term Lender

		
	 By:
	 	/s/ ALLEN K HALFENGER
	 Name: Allen K. Halfenger

	 Title: Chief Compliance Officer and Assistant
 Secretary

	
	 CHATHAM LIGHT II CLO, LIMITED, BY

	 SANKATY ADVISORS, LLC, AS

	 COLLATERAL MANAGER,
 as Lender

		
	 By:
	 	/S/ ALLEN K HALFENGER
	 Name: Allen K. Halfenger

	 Title: Chief Compliance Officer and Assistant
 Secretary

	
	 KATONAH III, LTD. BY SANKATY

	 ADVISORS LLC AS SUB-ADVISORS,
 as Lender

		
	 By:
	 	/s/ ALLEN K HALFENGER
	 Name: Allen K. Halfenger

	 Title: Chief Compliance Officer and Assistant
 Secretary

	
	 SANKATY ADVISORS, LLC AS COLLATERAL

	 MANAGER FOR PROSPECT FUNDING I, LLC,
 as Term Lender

		
	 By:
	 	/s/ ALLEN K HALFENGER
	 Name: Allen K. Halfenger

	 Title: Chief Compliance Officer and Assistant
 Secretary



  







			
	 SANKATY ADVISORS, LLC AS COLLATERAL

	 MANAGER FOR RACE POINT CLO, LIMITED,
 as Term Lender

		
	 By:
	 	/s/ ALLEN K HALFENGER
	 Name: Allen K. Halfenger

	 Title: Chief Compliance Officer and Assistant
 Secretary

	
	 SANKATY ADVISORS, LLC AS COLLATERAL

	 MANAGER FOR RACE POINT II CLO, LIMITED,
 as Term Lender

		
	 By:
	 	/s/ ALLEN K HALFENGER
	 Name: Allen K. Halfenger

	 Title: Chief Compliance Officer and Assistant
 Secretary

	
	 SANKATY ADVISORS, LLC AS COLLATERAL

	 MANAGER FOR RACE POINT III CLO,
 LIMITED,
 as Term Lender

		
	 By:
	 	/s/ ALLEN K HALFENGER
	 Name: Allen K. Halfenger

	 Title: Chief Compliance Officer and Assistant
 Secretary

	
	 SANKATY HIGH YEILD PARTNERS II, L.P.,
 as Lender

		
	 By:
	 	/s/ ALLEN K HALFENGER
	 Name: Allen K. Halfenger

	 Title: Chief Compliance Officer and Assistant
 Secretary



  







			
	 Acknowledged and agreed solely for purposes of
 Section 10:

	 JPMORGAN CHASE BANK, N.A.,
 as Exiting Lender

		
	 By:
	 	/s/ BRIAN ORLANDO
	 Name: Brian Orlando

	 Title: Assistant Vice President



  







			
	ACKNOWLEDGED AND AGREED:
	
	OFFSHORE ENERGY I LLC
		
	By:	 	/S/ THOMAS F. GETTEN
		 	Name: Thomas F. Getten
		 	Title: Authorized Representative
	
	OFFSHORE ENERGY II LLC
		
	By:	 	/S/ THOMAS F. GETTEN
		 	Name: Thomas F. Getten
		 	Title: Authorized Representative
	
	OFFSHORE ENERGY III LLC
		
	By:	 	/S/ THOMAS F. GETTEN
		 	Name: Thomas F. Getten
		 	Title: Authorized Representative
	
	 GULF OF MEXICO OIL AND GAS
 PROPERTIES LLC


		
	By:	 	/S/ THOMAS F. GETTEN 
		 	Name: Thomas F. Getten
		 	Title: Authorized Representative
	
	OFFSHORE SHELF LLC
		
	By:	 	/S/ THOMAS F. GETTEN 
		 	Name: Thomas F. Getten
		 	Title: Authorized Representative


  






 ANNEX I 
 I. REVOLVING LOAN LENDERS 
  

							
	 	  	Revolving
Loan
Percentage
Share	 	 	Revolving
Loan
Commitment
			
	Lending Office for ABR Loans:	  	 	 	 	 
			
	 Toronto Dominion (Texas) LLC
 31 West 52nd Street, 20th Floor
 New
York, New York 10019
 Tel: (212) 827-7600
 Fax: (212) 827-7227
 Attn: Rose Warren
  
 (with a copy to:
 909 Fannin, Suite 1700
 Houston, Texas 77010
 Tel: (713) 653-8211
 Fax: (713) 652-2647
 Attn: Martin Snyder)
	  	11.00	%	 	$	55,000,000
			
	 Lehman Commercial Paper Inc.
 745 7th Avenue, 5th Floor
 New
York, New York 10019
 Tel: (212) 526-1463
 Fax: (212) 758-1986
 Attn: Frank Turner
  
 For operations:
 Tel: (212) 526-6560
 Fax: (212) 520-0450
 Attn: Joseph Lo
	  	4.50	%	 	$	22,500,000
			
	 Harris Nesbitt Financing, Inc.
 700 Louisiana, Suite 4400
 Houston, Texas 77002
 Tel: (713) 223-4400
 Fax: (713) 223-4007
 Attn: Jim Ducote
	  	10.00	%	 	$	50,000,000
			
	 Fortis Capital Corp.
 15455 North Dallas Parkway, Suite 1400
 Addison, Texas 75001
 Tel: (214) 953-9311
 Fax: (214) 754-5982
 Attn: David Montgomery
	  	10.00	%	 	$	50,000,000








							
	 Bank of Scotland
 565 Fifth Avenue
 New York, New York 10017
 Tel: (212) 450-0877
 Fax: (212) 479-2806
 Attn: Karen Weich
	  	11.00	%	 	$	55,000,000
			
	 Natexis Banques Populaires
 333 Clay Street, Suite 4340
 Houston, Texas 77002
 Tel: (713) 759-9401
 Fax: (713) 571-6167
 Attn: Tanya McAllister
	  	9.50	%	 	$	47,500,000
			
	 Merrill Lynch Capital, a division of Merrill
 Lynch Business Financial Services, Inc.
 4 World Financial Services
 New York, New York, 10080
 Tel: (312) 750-6125
 Fax: (312) 499-3336
 Attn: Gwendolyn Walker
  
 (with a copy to:
 222 N. LaSalle St.
 Chicago, Illinois 60601
 Tel: (312) 750-6125
 Fax: (312) 499-3336
 Attn: Gwendolyn Walker)
	  	7.50	%	 	$	37,500,000
			
	 Royal Bank of Canada
 One Liberty Plaza, 3rd Floor

 New York, New York 10006
 Tel: (212) 428-6332
 Fax: (212) 428-2372
 Attn: Compton Singh
  
 (with a copy to:
 5700 Williams Tower
 2800 Post Oak Boulevard
 Houston, Texas 77056
 Tel: (713) 403-5662
 Fax: (713) 403-5624
 Attn: Lorne Gartner)
	  	7.50	%	 	$	37,500,000
			
	 Société Générale
 1221 Avenue of the Americas
 New York, New York 10020
 Tel: (212) 278-6164
 Fax: (212) 278-7343
 Attn: Tina Chen
  
 (for credit purposes only, notice address is:
 1111 Bagby, Suite 2020
 Houston, Texas 77002
 Tel: (713) 759-6312
 Fax: (713) 650-0824
 Attn: Stephen Warfel)
	  	4.50	%	 	$	22,500,000

  







							
	 Amegy Bank National Association
 4400 Post Oak Parkway #404
 Houston, Texas 77027
 Tel: (713) 232-2026
 Fax: (713) 561-0345
 Attn: Bryan Chapman
	  	5.00	%	 	$	25,000,000
			
	 BNP Paribas
 1200 Smith Street, Suite 3100
 Houston, Texas 77002
 Tel: (713) 982-1172
 Fax: (713) 659-5915
 Attn: Russell Otts
	  	7.60	%	 	$	38,000,000
			
	 Guaranty Bank, FSB
 8333 Douglas Avenue
 Dallas, Texas 75225
 Tel: (214) 360-3414
 Fax: (214) 360-3460
 Attn: Chris Parada
	  	6.90	%	 	$	34,500,000
			
	 SunTrust
 303 Peachtree Street
 Atlanta, Georgia 30308
 Tel: (404) 588-8660
 Fax: (404) 827-6270
 Attn: Jim Warren
	  	5.00	%	 	$	25,000,000
			
	 TOTAL
	  	100	%	 	$	500,000,000
			
	 Lending Office for Eurodollar Loans:
	  			 		
	 Same.