EX-10.1






FIRST AMENDMENT




FIRST AMENDMENT, dated as of August 17, 2005 (this “Amendment”), to the Credit
Agreement, dated as of July 29, 2004 (the “Credit Agreement”), among Burlington Resources
Inc., a Delaware corporation (“Parent” or the “US Facility Borrower”), Burlington
Resources Canada Ltd., an Alberta corporation (“BRCL”), Burlington Resources Canada
(Hunter) Ltd., an Alberta corporation (“Canadian Hunter” and, together with BRCL, the
“Canadian Borrowers”, and, together with Parent as a borrower under the Canadian Facility,
the “Canadian Facility Borrowers”; the Canadian Facility Borrowers, together with the US
Facility Borrower, the “Borrowers”), the lenders party thereto (the “Existing
Lenders”), JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Swing Line Lender and a
Canadian L/C Issuer, and JPMorgan Chase Bank, N.A., as Administrative Agent, US Swing Line Lender
and a US L/C Issuer.



RECITALS




WHEREAS, the Borrowers, the Existing Lenders and the Administrative Agent are parties to the
Credit Agreement;



WHEREAS, the Borrowers have requested that the Existing Lenders and the Administrative Agent
agree to amend certain provisions of the Credit Agreement, and that the New Lenders (as defined
below) become parties to the Credit Agreement, in each case as set forth herein, and the Existing
Lenders, the New Lenders and the Administrative Agent are agreeable to such request upon the terms
and subject to the conditions set forth herein;



NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, and
for other valuable consideration the receipt of which is hereby acknowledged, the Borrowers, the
Existing Lenders, the New Lenders and the Administrative Agent hereby agree as follows:



AGREEMENT




Section 1. Definitions. Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit Agreement.



Section 2. Amendments. The parties hereto hereby agree that on and as of the First
Amendment Effective Date (as defined below), the Credit Agreement shall be amended as follows:



(a) Amendment to Section 1.01 (Defined Terms). Section 1.01 of the Credit Agreement
shall be amended by deleting the definition “Maturity Date” in its entirety and inserting in lieu
thereof the following:




““Maturity Date” means the later of (a) August 17, 2010, and (b) if maturity is
extended pursuant to Section 4.07, such extended maturity date as determined pursuant to
Section 4.07 (it being understood and agreed that any such maturity shall not be deemed
extended for any Lender that has not consented to such extension).”



The foregoing amendment to the definition of Maturity Date shall not be deemed to constitute a
request to extend the Maturity Date pursuant to Section 4.07(a) of the Credit Agreement, and the US
Facility Borrower may request, for itself and the Canadian Borrowers, up to two such extensions in
the future in accordance with the terms and conditions set forth in Section 4.07 of the Credit
Agreement.



(b) Amendment to Section 4.02 (Fees). Section 4.02(b)(i) of the Credit Agreement
shall be amended by deleting the words “12.5 Basis Points” and inserting in lieu thereof “10.0
Basis Points”.



(c) Amendment to Schedule 1.01 (Pricing Grid). Schedule 1.01 to the Credit Agreement
shall be amended by deleting such Schedule 1.01 in its entirety and replacing it with the Schedule
1.01 attached hereto.



Section 3. Commitments. (a) As of the First Amendment Effective Date, the Canadian
Commitments and the US Commitments shall be as set forth in Schedule 2.01 attached hereto, and
Schedule 2.01 to the Credit Agreement is hereby amended by deleting such Schedule 2.01 in its
entirety and replacing it with the Schedule 2.01 attached hereto.



(b) From and after the First Amendment Effective Date, (i) each Person indicated as having a
Commitment pursuant to Schedule 2.01 attached hereto that is not an Existing Lender (each such
Person, a “New Lender”) shall be deemed to be a party to the Credit Agreement and shall
have the rights and obligations of a Lender (and, as applicable, a US Lender and/or a Canadian
Lender) thereunder, and (ii) each Existing Lender that is not indicated as having a Commitment
pursuant to Schedule 2.01 hereto (each such Existing Lender, a “Departing Lender”) shall
relinquish its rights and be released from its obligations under the Credit Agreement and shall
cease to be a party to the Credit Agreement, provided, however, that each Departing
Lender shall retain any claim with respect to any fee, interest, cost, expense or indemnity that
accrues, or relates to an event that occurs, prior to the First Amendment Effective Date pursuant
to Section 2.04(i), 2.04(j), 3.04(i), 3.04(j), 4.01, 4.02, 5.01, 5.04, 5.05 or 12.04 of the Credit
Agreement, in each case as in effect immediately prior to the First Amendment Effective Date.



Section 4. Representations; No Default. Each of the Borrowers hereby represents and
warrants to the Existing Lenders (other than the Departing Lenders), the New Lenders and the
Administrative Agent that (a) this Amendment has been duly executed and delivered by such Borrower
and constitutes its legal, valid and binding obligation, enforceable against it in accordance with
its terms, (b) no Loan or Letter of Credit is or will be outstanding at any time on and after the
date hereof and prior to the First Amendment Effective Date, and (c) on and as of the First
Amendment Effective Date, and after giving effect to this Amendment, (i) each representation and
warranty contained in Section 7.01 of the Credit Agreement is true and correct in all material
respects as though made on and as of such date (or, if such representation and warranty is stated
to be made as at a specific date or for a specific period, as at the original specified date or
with respect to the original specified period), (ii) no Default has occurred and is continuing and
(iii) from the date of the most recent financial statements of Parent delivered pursuant to Section
8.03 of the Credit Agreement to and including the First Amendment Effective Date there has been no
material adverse change in the consolidated financial condition, or in the consolidated results of
operations, of Parent and its consolidated Subsidiaries from that shown on such most recent
financial statements.



Section 5. Fees. (a) The Borrowers agree to pay to each Existing Lender (other than
any Existing Lender that is a Departing Lender) and each New Lender that, in each case, executes
and delivers a copy of this Amendment to the Administrative Agent (or its counsel) at or prior to
12:00 (noon), New York City time, on August 17, 2005, through the Administrative Agent, an
amendment fee (collectively, the “Amendment Fees”) in an amount equal to 2.0 Basis Points
of the Commitment of such Person on the First Amendment Effective Date, as set forth on Schedule
2.01 hereto. The Amendment Fees shall be payable in full, in immediately available funds, on the
First Amendment Effective Date. Once paid, none of such fees shall be refundable under any
circumstances.



(b) On the First Amendment Effective Date, the Borrowers shall pay to each Departing Lender,
through the Administrative Agent, any and all Facility Fees and other fees under the Credit
Agreement accrued for the account of such Departing Lender as of such date and not yet paid.



Section 6. Conditions to Effectiveness. This Amendment shall not become effective
until the date (the “First Amendment Effective Date”) on which (a) the Administrative Agent
shall have received (i) counterparts of this Amendment, duly executed and delivered by a duly
authorized officer of each of the Borrowers, the Administrative Agent, each of the Existing Lenders
and each of the New Lenders and (ii) a certificate of each Borrower dated as of the First Amendment
Effective Date signed by a Responsible Officer of such Borrower, certifying that the warranties and
representations contained in Section 4 hereof are true and correct as of the First Amendment
Effective Date and (b) the Administrative Agent and the Joint Lead Arrangers shall have received
all fees and other amounts due and payable to them on or prior to the First Amendment Effective
Date, including, to the extent invoiced, payment or reimbursement of the Administrative Agent’s
reasonable out-of-pocket expenses in connection with this Amendment and any other out-of-pocket
expenses of the Administrative Agent required to be paid or reimbursed pursuant to the Credit
Agreement, including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent.



Section 7. Effect of Amendment. Except as expressly set forth herein, this Amendment
shall not be deemed to be a modification or amendment of any other term, condition, obligation,
covenant or agreement contained in the Credit Agreement or any other provision of the Credit
Agreement, all of which are ratified and affirmed in all respects and shall continue in full force
and effect. In furtherance of the foregoing, it is expressly agreed that all interest and fees
accruing under the Credit Agreement in respect of periods prior to the First Amendment Effective
Date will accrue at the rates specified in the Credit Agreement prior to its amendment hereby. On
and after the First Amendment Effective Date, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall be deemed a reference to
the Credit Agreement as amended hereby.



Section 8. General.



(a) Governing Law. This Amendment shall be governed by, and construed and interpreted
in accordance with, the laws of the State of New York.



(b) Costs and Expenses. The Borrowers agree to reimburse the Administrative Agent for
its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable
fees, charges and disbursements of counsel for the Administrative Agent.



(c) Counterparts. This Amendment may be executed by one or more of the parties hereto
in any number of separate counterparts and all of said counterparts taken together shall be deemed
to constitute one and the same instrument. Delivery of an executed counterpart of a signature page
of this Amendment by facsimile transmission shall be as effective as delivery of a manually
executed counterpart hereof.



(d) Headings. The headings of this Amendment are for purposes of reference only and
shall not limit or otherwise affect the meaning hereof.



1




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




BURLINGTON RESOURCES INC.



	 	 	 
	By: /s/ Daniel D. Hawk

	 	

	 

	Name:

Title:

	 	Daniel D. Hawk

Vice President and Treasurer







	 	 	 	BURLINGTON RESOURCES CANADA LTD.





	 	 	 
	By: /s/ Daniel D. Hawk

	 	

	 

	Name:

Title:

	 	Daniel D. Hawk

Vice President and Treasurer







	 	 	 	BURLINGTON RESOURCES CANADA






(HUNTER) LTD.



	 	 	 
	By: /s/ Daniel D. Hawk

	 	

	 

	Name:

Title:

	 	Daniel D. Hawk

Vice President and Treasurer







	 	 	 	JPMORGAN CHASE BANK, N.A., individually and as
Administrative Agent, US Swing Line Lender and
US L/C Issuer





	 	 	 
	By: /s/ Robert C. Mertensotto

	 

	Name:

Title:

	 	Robert C. Mertensotto

Managing Director







	 	 	 	JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
individually and as Canadian Swing Line Lender
and Canadian L/C Issuer





	 	 	 
	By: /s/ Robert C. Mertensotto

	 

	Name:

Title:

	 	Robert C. Mertensotto

Managing Director
	 
	 	 






2





	 	 	 	BANK OF AMERICA, N.A., individually and as US
L/C Issuer





	 	 	 
	By: /s/ Joseph F. Scott

	 

	Name:

Title:

	 	Joseph F. Scott

Vice President







	 	 	 	BANK OF AMERICA, N.A., CANADA BRANCH,
individually and as Canadian L/C Issuer





	 	 	 
	By: /s/ Medina Sales de Andrade

	 

	Name:

Title:

	 	Medina Sales de Andrade

Assistant Vice President
	 
	 	 






3





	 	 	 	SIGNATURE PAGE TO FIRST AMENDMENT TO BURLINGTON
RESOURCES INC. CREDIT AGREEMENT DATED AS OF JULY
29, 2004





	 	 	 
	AMEGY BANK NATIONAL ASSOCIATION

	 
	 	 
	By: /s/ W. Bryan Chapman

	 	

	 

	Name:

Title:

	 	W. Bryan Chapman

Senior Vice President Energy Lending






	 	 	 
	 	 	BANCA DI ROMA – CHICAGO BRANCH
	 	 	By:	 	 	/s/ Joyce Montgomery
	 	 	Name:	Joyce Montgomery
	 	 	Title:	Vice President





	 	 	 
	 	 	By:	 	 	/s/ Aurora Pensa
	 	 	Name:	Aurora Pensa
	 	 	Title:	Vice President






	 	 	 	BANCO BILBAO VIZCAYA ARGENTARIA S.A.





	 	 	 
	By: /s/ Giampaolo Consigliere

	 

	Name:

Title:

	 	Giampaolo Consigliere

Vice President, Global Trade Finance






	 	 	 
	 	 	By:	 	 	/s/ Juan Urquiola
	 	 	Name: Juan Urquiola	 
	 	 	Title:	Head of Corporate Banking and
	 	 	 	 	 	Global Trade Finance





	 	 	 
	 	 	THE BANK OF NEW YORK
	 	 	By:	 	 	/s/ Craig J. Anderson
	 	 	Name:	Craig J. Anderson
	 	 	Title:	Vice President






	 	 	 	SIGNATURE PAGE TO FIRST AMENDMENT TO BURLINGTON
RESOURCES INC. CREDIT AGREEMENT DATED AS OF JULY
29, 2004






BANK OF TOKYO-MITSUBISHI (CANADA) VANCOUVER OFFICE



	 	 	 
	By: /s/ Davis J. Stewart

	 

	Name:

Title:

	 	Davis J. Stewart

Senior Vice President






	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI, LTD.
	 	 	By:	 	 	/s/ Kelton Glasscock
	 	 	Name:	Kelton Glasscock
	 	 	Title:	Vice President & Manager






	 	 	 	BARCLAY BANK PLC





	 	 	 
	By: /s/ Alison McGuigan

	 

	Name:

Title:

	 	Alison McGuigan

Associate Director







	 	 	 	BAYERISCHE HYPO-UND VEREINSBANK AG






NEW YORK BRANCH



	 	 	 
	By: /s/ Yoram Dankner

	 

	Name:

Title:

	 	Yoram Dankner

Managing Director






	 	 	 
	 	 	By:	 	 	/s/ Shannon Batchman
	 	 	Name:	Shannon Batchman
	 	 	Title:	Director






	 	 	 	SIGNATURE PAGE TO FIRST AMENDMENT TO BURLINGTON
RESOURCES INC. CREDIT AGREEMENT DATED AS OF JULY
29, 2004






BAYERISCHE LANDESBANK



	 	 	 
	By: /s/ Michael Jakob

	 	

	 

	Name:

Title:

	 	Michael Jakob

Vice President






	 	 	 
	 	 	By:	 	 	/s/ Norman McClave
	 	 	Name:	Norman McClave
	 	 	Title:	First Vice President






	 	 	 	BNP PARIBAS





	 	 	 
	By: /s/ David Dodd

	 	

	 

	Name:

Title:

	 	David Dodd

Director






	 	 	 
	 	 	By:	 	 	/s/ Betsy Jocher
	 	 	Name:	Betsy Jocher
	 	 	Title:	Vice-President






	 	 	 	CITIBANK, N.A.





	 	 	 
	By: /s/ Amy K. Pincu

	 	

	 

	Name:

Title:

	 	Amy K. Pincu

Attorney-in-Fact







	 	 	 	CITIBANK, N.A., CANADIAN BRANCH





	 	 	 
	By: /s/ Niyousha Zarinpour

	 

	Name:

Title:

	 	Niyousha Zarinpour

Authorized signer







	 	 	 	SIGNATURE PAGE TO FIRST AMENDMENT TO BURLINGTON
RESOURCES INC. CREDIT AGREEMENT DATED AS OF JULY
29, 2004






CREDIT SUISSE, CAYMAN ISLANDS BRANCH (formerly
known as Credit Suisse First Boston acting
through its Cayman Islands Branch)



	 	 	 
	By: /s/ Alain Daoust

	 	

	 

	Name:

Title:

	 	Alain Daoust

Director






	 	 	 
	 	 	By:	 	 	/s/ Denise L. Alvarez
	 	 	Name:	Denise L. Alvarez
	 	 	Title:	Associate






	 	 	 	CREDIT SUISSE, TORONTO BRANCH, (formerly known as
Credit Suisse First Boston Toronto Branch)





	 	 	 
	By: /s/ Alain Daoust

	 	

	 

	Name:

Title:

	 	Alain Daoust

Director






	 	 	 
	 	 	By:	 	 	/s/ Bruce F. Wetherly
	 	 	Name:	Bruce F. Wetherly
	 	 	Title: Director,	 
	 	 	 	 	 	Controllers Department






	 	 	 	DEUTSCHE BANK AG






CANADA BRANCH



	 	 	 
	By: /s/ Rod O’Hara

	 	

	 

	Name:

Title:

	 	Rod O’Hara

Director






	 	 	 
	 	 	By:	 	 	/s/ Paul Jurist
	 	 	Name:	Paul Jurist
	 	 	Title:	Managing Director and
	 	 	 	 	 	Principal Officer






	 	 	 	SIGNATURE PAGE TO FIRST AMENDMENT TO BURLINGTON
RESOURCES INC. CREDIT AGREEMENT DATED AS OF JULY
29, 2004






DEUTSCHE BANK AG NEW YORK


BRANCH



	 	 	 
	By: /s/ Rainer Meier

	 	

	 

	Name:

Title:

	 	Rainer Meier

Assistant Vice President






	 	 	 
	 	 	By:	 	 	/s/ Ming K. Chu
	 	 	Name:	Ming K. Chu
	 	 	Title:	Vice President






	 	 	 	HARRIS NESBITT FINANCING, INC.





	 	 	 
	By: /s/ James V. Ducote

	 

	Name:

Title:

	 	James V. Ducote

Vice President







	 	 	 	ING CAPITAL LLC





	 	 	 
	By: /s/ Cheryl LaBelle

	 	

	 

	Name:

Title:

	 	Cheryl LaBelle

Managing Director







	 	 	 	LEHMAN BROTHERS BANK, FSB





	 	 	 
	By: /s/ Janine M. Shugan

	 

	Name:

Title:

	 	Janine M. Shugan

Authorized Signatory







	 	 	 	MELLON BANK, N.A.





	 	 	 
	By: /s/ Richard A. Matthews

	 

	Name:

Title:

	 	Richard a. Matthews

First Vice President







	 	 	 	SIGNATURE PAGE TO FIRST AMENDMENT TO BURLINGTON
RESOURCES INC. CREDIT AGREEMENT DATED AS OF JULY
29, 2004






MORGAN STANLEY BANK



	 	 	 
	By: /s/ Daniel Twenge

	 	

	 

	Name:

Title:

	 	Daniel Twenge

Vice President







	 	 	 	MORGAN STANLEY SENIOR FUNDING (NOVA SCOTIA) CO.





	 	 	 
	By: /s/ Daniel Twenge

	 	

	 

	Name:

Title:

	 	Daniel Twenge

Vice President







	 	 	 	THE NORTHERN TRUST COMPANY





	 	 	 
	By: /s/ Kathleen D Schurr

	 

	Name:

Title:

	 	Kathleen D. Schurr

Vice President







	 	 	 	ROYAL BANK OF CANADA





	 	 	 
	By: /s/ Linda M. Stephens

	 

	Name:

Title:

	 	Linda M. Stephens

Authorized Signatory







	 	 	 	THE ROYAL BANK OF SCOTLAND PLC





	 	 	 
	By: /s/ Kevin J. Howard

	 

	Name:

Title:

	 	Kevin J. Howard

Managing Director







	 	 	 	SIGNATURE PAGE TO FIRST AMENDMENT TO BURLINGTON
RESOURCES INC. CREDIT AGREEMENT DATED AS OF JULY
29, 2004






SOCIETE GENERALE



	 	 	 
	By: /s/ Elena Robciuc

	 	

	 

	Name:

Title:

	 	Elena Robciuc

Vice President







	 	 	 	SOCIETE GENERALE (CANADA)





	 	 	 
	By: /s/ Francois LALIBERTE

	 

	Name:

Title:

	 	Francois LALIBERTE

Managing Director






	 	 	 
	 	 	By:	 	 	/s/ David BALDONI
	 	 	Name:	David BALDONI
	 	 	Title:	Managing Director






	 	 	 	SUMITOMO MITSUI BANKING






CORPORATION



	 	 	 
	By: /s/ Masakazu Hasegawa

	 

	Name:

Title:

	 	Masakazu Hasegawa

Joint General Manager







	 	 	 	SUMITOMO MITSUI BANKING






CORPORATION OF CANADA



	 	 	 
	By: /s/ Takehiro Matsumoto

	 

	Name:

Title:

	 	Takehiro Matsumoto

Senior Vice President







	 	 	 	SUN TRUST BANK





	 	 	 
	By: /s/ Sean Roche

	 	

	 

	Name:

Title:

	 	Sean Roche

Vice President







	 	 	 	SIGNATURE PAGE TO FIRST AMENDMENT TO BURLINGTON
RESOURCES INC. CREDIT AGREEMENT DATED AS OF JULY
29, 2004






TORONTO DOMINION BANK



	 	 	 
	By: /s/ Parin Kanji

	 	

	 
	 	 
	 

	 
	 	 
	Name:

	 	Parin Kanji







	 	 	 	Title: Assistant Manager Corporate Credit
Compliance






TORONTO DOMINION (TEXAS) LLC



	 	 	 
	By: /s/ Jim Bridwell

	 	

	 

	Name:

Title:

	 	Jim Bridwell

Authorized Signatory







	 	 	 	UBS AG CANADA BRANCH





	 	 	 
	By: /s/ Wilfred V. Saint

	 

	Name:

Title:

	 	Wilfred V. Saint

Director

Banking Products Services, US






	 	 	 
	 	 	By:	 	 	/s/ Barbara Ezell-McMichael
	 	 	Name:	Barbara Ezell-McMichael
	 	 	Title:	Associate Director
	 	 	 	 	 	Banking Products Services, US






	 	 	 	UBS LOAN FINANCE LLC





	 	 	 
	By: /s/ Satloz Sikka

	 	

	 

	Name:

Title:

	 	Satloz Sikka

Associate Director







	 	 	 	Banking Products Services, US





	 	 	 
	By: /s/ Marie A. Haddad

	 

	Name:

Title:

	 	Marie A. Haddad

Associate Director

Banking Products Services, US







	 	 	 	SIGNATURE PAGE TO FIRST AMENDMENT TO BURLINGTON
RESOURCES INC. CREDIT AGREEMENT DATED AS OF JULY
29, 2004






WACHOVIA BANK, N.A.



	 	 	 
	By: /s/ Paul M. Pritchett

	 

	Name:

Title:

	 	Paul M. Pritchett

Assistant Vice President







	 	 	 	WELLS FARGO BANK, NA





	 	 	 
	By: /s/ Chris Carter

	 	

	 

	Name:

Title:

	 	Chris Carter

Corporate Officer







	 	 	 	WILLIAM STREET COMMITMENT






CORPORATION (Recourse only to assets of William
Street Commitment Corporation)



	 	 	 
	By: /s/ Mark Walton

	 	

	 

	Name:

Title:

	 	Mark Walton

Assistant Vice President






4




SCHEDULE 1.01




PRICING




	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	 	LEVEL I
	 	LEVEL II
	 	LEVEL III
	 	LEVEL IV
	 	LEVEL V
	 	LEVEL VI
	
 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Basis for Pricing

	 	A or higher by

S&P/A2 or higher by

Moody’s
	 	A- by S&P/A3 by

Moody’s
	 	BBB+ by S&P/ Baa1

by Moody’s
	 	BBB by S&P/Baa2 by

Moody’s
	 	BBB- by S&P/ Baa3

by Moody’s
	 	Lower than BBB- by

S&P/ Baa3 by

Moody’s
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Facility Fee

Percentage

	 	

6 bps
	 	

7 bps
	 	

8 bps
	 	

11 bps
	 	

12.5 bps
	 	

17 bps
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable Margin

	 	19 bps
	 	23 bps
	 	27 bps
	 	39 bps
	 	50 bps
	 	58 bps
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 






The applicable pricing level shall change on the date of any relevant change in the rating by
S&P or Moody’s of any public long term senior unsecured debt securities of the Parent. In the case
of split ratings from S&P and Moody’s, the rating to be used to determine the applicable pricing
level is the higher of the two (e.g., A-/Baa1 results in Level II pricing),
provided that in the event the split is more than one full category, the average (or the
higher of two intermediate ratings) shall be used (e.g., A-/Baa2 results in Level III
pricing, as does A-/Baa3).



5




SCHEDULE 2.01




COMMITMENTS




	 	 	 	 	 	 	 	 	 
	Lender	 	Canadian Tranche	 	US Tranche
	JPMorgan Chase Bank, N.A.
	 	$	0	 	 	$	11,000,000	 
	 
	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A., Toronto Branch
	 	$	86,000,000	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	Bank of America, N.A.
	 	$	0	 	 	$	11,000,000	 
	 
	 	 	 	 	 	 	 	 
	Bank of America, N.A., Canada Branch
	 	$	86,000,000	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	Barclay Bank PLC
	 	$	0	 	 	$	77,000,000	 
	 
	 	 	 	 	 	 	 	 
	Bank of Tokyo-Mitsubishi (Canada)
	 	$	27,000,000	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	The Bank of Tokyo-Mitsubishi, Ltd.
	 	$	0	 	 	$	50,000,000	 
	 
	 	 	 	 	 	 	 	 
	Citibank, N.A., Canadian Branch
	 	$	61,000,000	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	Citibank, N.A.
	 	$	0	 	 	$	16,00,000	 
	 
	 	 	 	 	 	 	 	 
	Credit Suisse, Cayman Islands Branch
	 	$	0	 	 	$	30,00,000	 
	 
	 	 	 	 	 	 	 	 
	Credit Suisse, Toronto Branch
	 	$	30,000,000	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	Harris Nesbitt Financing, Inc.
	 	$	30,000,000	 	 	$	30,000,000	 
	 
	 	 	 	 	 	 	 	 
	Merrill Lynch Bank USA
	 	$	0	 	 	$	60,000,000	 
	 
	 	 	 	 	 	 	 	 
	Morgan Stanley Bank
	 	$	0	 	 	$	30,000,000	 
	 
	 	 	 	 	 	 	 	 
	Morgan Stanley Senior Funding (Nova Scotia) Co.
	 	$	30,000,000	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	The Royal Bank of Scotland plc
	 	$	0	 	 	$	60,000,000	 
	 
	 	 	 	 	 	 	 	 
	Sumitomo Mitsui Banking Corporation of Canada
	 	$	30,000,000	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	Sumitomo Mitsui Banking Corporation
	 	$	0	 	 	$	30,000,000	 
	 
	 	 	 	 	 	 	 	 
	SunTrust Bank
	 	$	0	 	 	$	60,000,000	 
	 
	 	 	 	 	 	 	 	 
	UBS AG Canada Branch
	 	$	30,000,000	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	UBS Loan Finance LLC
	 	$	0	 	 	$	30,000,000	 
	 
	 	 	 	 	 	 	 	 
	Wachovia Bank, N.A.
	 	$	0	 	 	$	60,000,000	 
	 
	 	 	 	 	 	 	 	 
	The Bank of New York
	 	$	0	 	 	$	45,000,000	 
	 
	 	 	 	 	 	 	 	 
	Bayerische Landesbank
	 	$	0	 	 	$	45,000,000	 
	 
	 	 	 	 	 	 	 	 
	Deutsche Bank AG Canada Branch
	 	$	20,000,000	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	Deutsche Bank AG New York Branch
	 	$	0	 	 	$	25,000,000	 
	 
	 	 	 	 	 	 	 	 
	Lehman Brothers Bank, FSB
	 	$	0	 	 	$	45,000,000	 
	 
	 	 	 	 	 	 	 	 
	Mellon Bank, N.A.
	 	$	20,000,000	 	 	$	25,000,000	 
	 
	 	 	 	 	 	 	 	 
	Societe Generale
	 	$	0	 	 	$	25,000,000	 
	 
	 	 	 	 	 	 	 	 
	Societe Generale (Canada)
	 	$	20,000,000	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	Toronto Dominion Bank
	 	$	20,000,000	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	Toronto Dominion (Texas) LLC
	 	$	0	 	 	$	25,000,000	 
	 
	 	 	 	 	 	 	 	 
	Wells Fargo Bank, NA
	 	$	0	 	 	$	45,000,000	 
	 
	 	 	 	 	 	 	 	 
	William Street Commitment Corporation
	 	$	0	 	 	$	45,000,000	 
	 
	 	 	 	 	 	 	 	 
	Banco Bilbao Vizcaya Argentaria S.A.
	 	$	0	 	 	$	25,000,000	 
	 
	 	 	 	 	 	 	 	 
	ING Capital LLC
	 	$	0	 	 	$	25,000,000	 
	 
	 	 	 	 	 	 	 	 
	Amegy Bank National Association
	 	$	0	 	 	$	20,000,000	 
	 
	 	 	 	 	 	 	 	 
	Banca di Roma – Chicago Branch
	 	$	0	 	 	$	20,000,000	 
	 
	 	 	 	 	 	 	 	 
	The Northern Trust Company
	 	$	0	 	 	$	20,000,000	 
	 
	 	 	 	 	 	 	 	 
	Royal Bank of Canada
	 	$	10,000,000	 	 	$	10,000,000	 
	 
	 	 	 	 	 	 	 	 







6