SeventhAmendto2ndARCredAgree3






EXHIBIT 10.1
SEVENTH AMENDMENT TO  
SECOND AMENDED AND RESTATED CREDIT AGREEMENT  
AND LIMITED CONSENT
This Seventh Amendment to Second Amended and Restated Credit Agreement and Limited Consent (this “Amendment”) is dated as of April 5, 2013 but is effective as of the Seventh Amendment Effective Date (as defined below), and is by and among Clayton Williams Energy, Inc., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower as Guarantors, the Lenders party hereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).  Unless the context otherwise requires or unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as defined below).
WITNESSETH:
WHEREAS, the Borrower, the Guarantors, the Administrative Agent and the Lenders entered into that certain Second Amended and Restated Credit Agreement dated as of November 29, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, in accordance with that certain Proposal Letter, dated as of March 4, 2013 (the “Proposal Letter”), by and between a financial partner previously disclosed to the Lenders  (the “JV Partner”) and the Borrower, (a) the Borrower and the JV Partner desire to (i) form a new limited partnership that will be deemed to be an Unrestricted Subsidiary (the “Partnership”) to which the Borrower will contribute or cause to be contributed 5% of the Borrower’s title and interest in and to the Borrowing Base Properties described on Exhibit A attached hereto (collectively, the “Specified Properties” and each, a “Specified Property”) in exchange for a general partner interest in the Partnership and the JV Partner will contribute or cause to be contributed cash in exchange for a limited partner interest in the Partnership and (ii) cause the Partnership to purchase from the Borrower the remaining 95% of the Borrower’s title and interest in and to the Specified Properties in accordance with the term sheet attached to the Proposal Letter, and (b) the Borrower desires to form a new Unrestricted Subsidiary that will act as the general partner of the Partnership and hold the Borrower’s general partner interest in the Partnership (the “Partnership GP”), the transactions described in clauses (a) and (b) of this paragraph, the “Sale Transaction”;
WHEREAS, Section 7.04 of the Credit Agreement prohibits the Disposition by the Borrower or any Restricted Subsidiary of Borrowing Base Properties unless (a) the Engineered Value (as assigned by the Administrative Agent) of all Borrowing Base Properties Disposed of and the economic effect (as determined by the Administrative Agent) of all Hedge Modifications entered into between Scheduled Redeterminations does not exceed, in the aggregate for the Borrower and the Restricted Subsidiaries taken as a whole, five percent (5%) of the Borrowing Base most recently determined or (b) the requirements of clause (j) of Section 7.04 of the Credit Agreement are satisfied;







WHEREAS, because (a) the Engineered Value of the Specified Properties exceeds five percent (5%) of the Borrowing Base most recently determined and (b) the requirements of clause (j) of Section 7.04 of the Credit Agreement will not have been satisfied upon the consummation of the Sale Transaction, the Sale Transaction is prohibited by Section 7.04 of the Credit Agreement; and
WHEREAS, the Borrower and the Guarantors have requested that (a) the Lenders consent to the Sale Transaction and (b) the Administrative Agent and the Lenders amend the Credit Agreement in certain respects, and the Administrative Agent and the Lenders have agreed to do so on the terms and conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Borrower, the Guarantors, the Administrative Agent and the Lenders hereby agree as follows:
SECTION 1.Amendments to the Credit Agreement.  Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 4 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Credit Agreement shall be amended in the manner provided in this Section 1.
1.1    Amended Definitions.  The following definitions in Section 1.01 of the Credit Agreement shall be and they hereby are amended in their entirety to read as follows:
“Aggregate Commitment” means, at any time, the sum of the Commitments of all of the Lenders at such time.  As of the Seventh Amendment Effective Date, the Aggregate Commitment is $470,000,000.
“Commitment” means, with respect to each Lender, the commitment of such Lender to make Loans and to acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Credit Exposure hereunder at such time, as such commitment may be (a) reduced from time to time pursuant to Section 2.02, (b) increased from time to time as a result of such Lender delivering a Lender Certificate pursuant to Section 2.03, and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 11.04.  The amount of each Lender’s Commitment shall be at any time the least of (i) such Lender’s Maximum Credit Amount, (ii) such Lender’s Applicable Percentage of the Borrowing Base then in effect or (iii) such Lender’s Applicable Percentage of $470,000,000.  The amount of each Lender’s Commitment as of the Seventh Amendment Effective Date is set forth on Schedule 2.01.
“Obligations” means (a) all obligations of every nature, contingent or otherwise, whether now existing or hereafter arising, of any Credit Party from time to time owed to the Administrative Agent, the Issuing Bank, the Lenders or any of them under any Loan Document, whether for principal, interest, reimbursement of 







amounts drawn under any Letter of Credit, funding indemnification amounts, fees, expenses, indemnification or otherwise, (b) Lender Hedging Obligations and (c) Cash Management Obligations; provided, however, that the definition of ‘Obligations’ shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor.
1.2    New Definitions.  The following definitions shall be and they are hereby added to Section 1.01 of the Credit Agreement in alphabetical order:
“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (a) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes or would become effective with respect to such Swap Obligation or (b) in the case of a Swap Obligation subject to a clearing requirement pursuant to Section 2(h) of the Commodity Exchange Act (or any successor provision thereto), because such Guarantor is a “financial entity,” as defined in Section 2(h)(7)(C)(i) the Commodity Exchange Act (or any successor provision thereto), at the time the Guarantee of such Guarantor becomes or would become effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.
“JV Partnership GP” means CWEI Andrews Properties GP, LLC, a Delaware limited liability company.
“Partnership Consummation Date” means the date on which the Disposition of the Specified Properties (as such term is defined in the Seventh Amendment) is consummated.
“Seventh Amendment” means that certain Seventh Amendment to Second Amended and Restated Credit Agreement and Limited Consent dated as of April 5, 2013, but effective as of the Seventh Amendment Effective Date, by and among the Borrower, the other Guarantors, the Lenders party thereto and the Administrative Agent.







“Seventh Amendment Effective Date” means the date on which all of the conditions to the effectiveness of the Seventh Amendment have been satisfied or have otherwise been waived by the Lenders (or at least the required percentage thereof).
“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.
1.3    Amendment to Section 2.18(b).  Section 2.18(b) of the Credit Agreement shall be and it hereby is amended by adding the following to the end of such Section:
Notwithstanding the foregoing, amounts received from any Credit Party that is not an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder shall not be applied to any Excluded Swap Obligation of such Credit Party.
1.4    Amendment to Section 7.06.  Section 7.06 of the Credit Agreement shall be and it hereby is amended by deleting the word “and” after clause (l) thereof, replacing the period at the end of clause (m) thereof with the phrase “; and” and adding a new clause (n) thereof to read as follows:
(n)    Investments in the JV Partnership GP, including equity contributions, and loans, advances or other extensions of credit to the JV Partnership GP; provided that the amount of such investments made pursuant to this clause (n) of Section 7.06 does not exceed in the aggregate the sum of (i) the contribution of Specified Properties (as defined in the Seventh Amendment) made on the Partnership Consummation Date, and (ii) $10,000,000.
1.5    Schedule 2.01.  Schedule 2.01 to the Credit Agreement shall be and it hereby is replaced with Schedule 2.01 to this Amendment.
SECTION 2.    Redetermined Borrowing Base.  Notwithstanding any provisions in the Credit Agreement to the contrary, the Administrative Agent, the Lenders and the Borrower hereby acknowledge and agree that the Borrowing Base is $470,000,000 as of the Seventh Amendment Effective Date and shall remain at $470,000,000 until the next Redetermination of the Borrowing Base.  The Borrowers and the Lenders agree that the Redetermination provided for in this Section 2 shall not be construed or deemed to be either a Scheduled Redetermination for purposes of Section 3.02 of the Credit Agreement or a Special Redetermination for purposes of Section 3.03 of the Credit Agreement.
SECTION 3.    Limited Consent.  Subject to the conditions described in Section 4 of this Amendment, the Lenders (or at least the required percentage thereof) hereby consent to the Sale Transaction and the designation of each of the Partnership and Partnership GP as Unrestricted Subsidiaries; provided that: (i) the Disposition of the Specified Properties is consummated on the Seventh Amendment Effective Date, (ii) on the date the Sale Transaction is consummated, no Default shall have occurred and be continuing, (iii) the consideration received in respect of such Disposition 







shall be equal to or greater than the fair market value of the Specified Properties (as reasonably determined by the Board of Directors of the Borrower), and (iv) at least ninety-five percent (95%) of the consideration received from such Disposition shall be in the form of cash.  By its signature below, each Credit Party agrees that nothing herein shall be construed as a consent by the Lenders to allow the Borrower or any Restricted Subsidiary to Dispose of any other Borrowing Base Properties under Section 7.04  other than as expressly permitted under the Credit Agreement, and further, that nothing herein shall be construed as (a) a waiver or continuing waiver of the provisions of Section 7.04 or any other provision of the Credit Agreement or any other Loan Document or (b) a waiver of any Default now existing or hereafter arising under the Credit Agreement or any other Loan Document.  The consent set forth herein is expressly limited as follows: (a) such consent is limited solely to the Disposition of the Specified Properties on or prior to April 24, 2013, and (b) such consent is a limited one-time consent, and nothing contained herein shall obligate the Lenders to grant any additional or future consent, or to grant (x) any waiver of Section 7.04 or any other provision of the Credit Agreement or any other Loan Document or (y) any waiver of any Default now existing or hereafter arising under the Credit Agreement or any other Loan Document. 
SECTION 4.    Conditions.  The amendments to the Credit Agreement set forth in Section 1 of this Amendment, the Redetermination of the Borrowing Base set forth in Section 2 of this Amendment and the limited consent set forth in Section 3 of this Amendment shall be effective on the date that all of the conditions set forth in this Section 4 have been satisfied (such date the “Seventh Amendment Effective Date”).
4.1    Execution and Delivery.  The Borrower, each Guarantor and the Lenders shall have executed and delivered this Amendment and any other documents requested by the Administrative Agent prior to the date hereof, all in form and substance satisfactory to the Administrative Agent.
4.2    Sale Transaction.  The Sale Transaction shall have been consummated (or contemporaneously with this Amendment becoming effective, will be consummated) on the terms described in the Proposal Letter and the term sheet attached thereto on or before April 24, 2013.
4.3    Fees and Expenses. The Borrower shall have paid (or contemporaneously with this Amendment becoming effective, will pay) to the Administrative Agent, for the benefit of the Lenders, the amounts separately agreed upon among the Borrower, the Lead Arranger and the Administrative Agent and all reasonable invoiced fees and expenses required to be paid on or before the effectiveness of this Amendment.
4.4    No Default.  No Default shall have occurred and be continuing.
4.5    Other Documents.  The Administrative Agent shall have received such other instruments and documents incidental and appropriate to the transaction provided for herein as the Administrative Agent or its special counsel may reasonably request prior to the date hereof, and all such documents shall be in form and substance satisfactory to the Administrative Agent.
SECTION 5.    Representations and Warranties of the Borrower.  To induce the Lenders to enter into this Amendment, each Credit Party hereby represents and warrants to the Lenders as follows:







5.1    Reaffirmation of Representations and Warranties.  After giving effect to the amendments herein, each representation and warranty of the Borrower or any Guarantor contained in the Credit Agreement or in any of the other Loan Documents is true and correct in all material respects on the date hereof (except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date).
5.2    Corporate Authority; No Conflicts.  The execution, delivery and performance by the Borrower and each Guarantor (to the extent a party hereto or thereto) of this Amendment and all documents, instruments and agreements contemplated herein are within the Borrower’s or such Guarantor’s corporate or other organizational powers, have been duly authorized by necessary action, require no action by or in respect of, or filing with, any court or agency of government and do not violate or constitute a default under any provision of any applicable law or other agreements binding upon the Borrower or any Guarantor or result in the creation or imposition of any Lien upon any of the assets of the Borrower or any Guarantor except as otherwise permitted in the Credit Agreement.
5.3    Enforceability.  This Amendment constitutes the valid and binding obligation of the Borrower and each Guarantor enforceable in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (ii) the availability of equitable remedies may be limited by equitable principles of general application.
SECTION 6.    Miscellaneous.
6.1    Reaffirmation of Loan Documents and Liens.  Any and all of the terms and provisions of the Credit Agreement and the other Loan Documents shall, except as amended and modified hereby, remain in full force and effect.  Each Credit Party hereby agrees that the amendments and modifications herein contained shall not impair its liabilities, duties and obligations under the Credit Agreement and the other Loan Documents to which it is a party or the Liens granted by it securing the payment and performance thereof.  The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender, the Issuing Bank or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents.  Upon and after the execution of this Amendment by each of the parties hereto, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.  This Amendment is a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply hereto.
6.2    Parties in Interest.  All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.
6.3    Legal Expenses.  The Borrower hereby agrees to pay all reasonable fees and expenses of special counsel to the Administrative Agent incurred by the Administrative Agent in 







connection with the preparation, negotiation and execution of this Amendment and all related documents.
6.4    Counterparts.  This Amendment may be executed in one or more counterparts and by different parties hereto in separate counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.  However, this Amendment shall bind no party until the Borrower, the Guarantors, the Lenders (or at least the requisite percentage thereof), and the Administrative Agent have executed a counterpart.  Delivery of photocopies of the signature pages to this Amendment by facsimile or electronic mail shall be effective as delivery of manually executed counterparts of this Amendment.
6.5    Complete Agreement.  THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
6.6    Headings.  The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof.
6.7    Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
[Remainder of Page Intentionally Blank.  Signature Pages Follow.]











IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.
	
			
	   
	BORROWER:
CLAYTON WILLIAMS ENERGY, INC. 
a Delaware corporation
By:  /S/ MICHAEL L. POLLARD
Michael L. Pollard, Senior Vice President
	 

	 
	GUARANTORS: 
 
SOUTHWEST ROYALTIES, INC. 
a Delaware corporation
By: /S/ MICHAEL L. POLLARD
Michael L. Pollard, Senior Vice President
	 

	 
	

WARRIOR GAS CO. 
a Texas corporation
By: /S/ MICHAEL L. POLLARD
Michael L. Pollard, Senior Vice President
	 

	 
	CWEI ACQUISITIONS, INC. 
a Delaware corporation
By: /S/ MICHAEL L. POLLARD
Michael L. Pollard, Senior Vice President
	 

	 
	ROMERE PASS ACQUISITION L.L.C. 
a Delaware limited liability company
By: /S/ MICHAEL L. POLLARD
Michael L. Pollard, Senior Vice President
	 

	 
	CWEI ROMERE PASS ACQUISITION CORP. 
a Delaware corporation
By: /S/ MICHAEL L. POLLARD
Michael L. Pollard, Senior Vice President
	 

	 
	BLUE HEEL COMPANY 
a Delaware corporation
By: /S/ MICHAEL L. POLLARD
Michael L. Pollard, Senior Vice President
	 





Seventh Amendment to Second Amended and Restated Credit Agreement – Signature Page
65856676






	
			
	 
	TEX-HAL PARTNERS, INC. 
a Delaware corporation
By: /S/ MICHAEL L. POLLARD
Michael L. Pollard, Senior Vice President
	 

	 
	DESTA DRILLING GP, LLC 
a Texas limited liability company 
 
  
By: /S/ MICHAEL L. POLLARD 
Michael L. Pollard, Senior Vice President
	 

	 
	DESTA DRILLING, L.P. 
a Texas limited partnership 
 
By:   Desta Drilling GP, LLC, its general partner 
 
 
By: /S/ MICHAEL L. POLLARD 
Michael L. Pollard, Senior Vice President


	 

	 
	WEST COAST ENERGY PROPERTIES GP, LLC 
a Texas limited liability company 
 
 
By: /S/ MICHAEL L. POLLARD 
Michael L. Pollard, Senior Vice President

	 
	CLAJON INDUSTRIAL GAS, INC. 
a Texas corporation 
 
 
By /S/ MICHAEL L. POLLARD 
Michael L. Pollard, Senior Vice President
	 

	 
	CLAYTON WILLIAMS PIPELINE CORPORATION 
a Delaware corporation 
 
 
By: /S/ MICHAEL L. POLLARD 
Michael L. Pollard, Senior Vice President

	 
	SWR VPP, LLC 
a Texas limited liability company 
 
By:   Southwest Royalties, Inc., its sole member 
 
 
By: /S/ MICHAEL L. POLLARD 
Michael L. Pollard, Senior Vice President







Seventh Amendment to Second Amended and Restated Credit Agreement – Signature Page 
65856676 













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






By: /S/ DAVID MORRIS
Name: David Morris
Title:   Authorized Officer   



















	
		
	 
	BANK OF SCOTLAND plc,
as the Departing Lender




By: /S/ STEPHEN GIAROLOU
Name: Stephen Giarolou
Title: Assistant Vice President

















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




By: /S/ ALISON WHITE
Name: Alison White
Title: Vice President

















	
		
	 
	WELLS FARGO BANK, N.A.
as Co-Documentation Agent and a Lender




By: /S/ EDWARD PAK
Name: Edward Pak
Title: Director

















	
		
	 
	NATIXIS (formerly Natexis Banques Populaires),
as a Lender




By: /S/ LOUIS P. LAVILLE
Name: Louis P. Laville
Title: Managing Director




By: /S/ TIMOTHY L. POLVADO
Name: Timothy L. Polvado
Title: Senior Managing Director






    











	
		
	 
	COMPASS BANK,
 as a Lender




By: /S/ KATHLEEN J. BOWEN
Name: Kathleen J. Bowen
Title: Senior Vice President

















	
		
	 
	FROST BANK,
as a Lender




By: /S/ ALEX ZERNKOSKI
Name: Alex Zernkoski
Title: Vice President

















	
		
	 
	KEYBANK NATIONAL ASSOCIATION,
as a Lender




By: /S/ CHULLEY BOGLE
Name: Chulley Bogle
Title: Vice President



















	
		
	 
	UBS LOAN FINANCE LLC,
as a Lender




By: /S/ IRJA R. OTSA
Name: Irja R. Otsa
Title: Associate Director




By: /S/ DAVID URBAN
Name: David Urban
Title: Associate Director

















	
		
	 
	THE ROYAL BANK OF SCOTLAND plc,
as a Lender




By: /S/ SANJAY REMOND
Name: Sanjay Remond
Title: Authorised Signatory 



















	
		
	 
	FIFTH THIRD BANK,
as a Lender




By: /S/ RICHARD C. BUTLER
Name: Richard C. Butler
Title: Senior Vice President

















	
		
	 
	U.S. BANK NATIONAL ASSOCIATION,
as a Lender




By: /S/ TARA R. MCLEAN
Name: Tara R. McLean
Title: Vice President

















	
		
	 
	WHITNEY BANK,
as a Lender




By: /S/ DONOVAN C. BROUSSARD
Name: Donovan C. Broussard
Title: Senior Vice President

















SCHEDULE 2.01


APPLICABLE PERCENTAGES AND COMMITMENTS


	
										
	

Lender
	

Title
	Applicable Percentage
	Commitment as of the Seventh Amendment Effective Date
	Maximum Credit Amount

	JPMorgan Chase Bank, N.A.
	Administrative Agent
	19.365079360
	%
	

	$91,015,873.00
	

	

	$113,285,714.26
	


	Union Bank, N.A.
	Co-Documentation Agent
	11.037851010
	%
	

	$51,877,899.74
	

	

	$64,571,428.41
	


	Wells Fargo Bank, N.A.
	Co-Documentation Agent
	11.037851010
	%
	

	$51,877,899.74
	

	

	$64,571,428.41
	


	The Royal Bank of Scotland plc
	 
	8.278388310
	%
	

	$38,908,425.04
	

	

	$48,428,571.59
	


	Compass Bank
	 
	8.278388310
	%
	

	$38,908,425.04
	

	

	$48,428,571.59
	


	Frost Bank
	 
	8.278388310
	%
	

	$38,908,425.04
	

	

	$48,428,571.59
	


	Natixis
	 
	6.898656860
	%
	

	$32,423,687.23
	

	

	$40,357,142.62
	


	KeyBank National Association
	 
	6.898656860
	%
	

	$32,423,687.23
	

	

	$40,357,142.62
	


	UBS Loan Finance LLC
	 
	5.518925600
	%
	

	$25,938,950.32
	

	

	$32,285,714.76
	


	Fifth Third Bank
	 
	4.802604800
	%
	

	$22,572,242.54
	

	

	$28,095,238.05
	


	U.S. Bank National Association
	 
	4.802604800
	%
	

	$22,572,242.54
	

	

	$28,095,238.05
	


	Whitney Bank
	 
	4.802604800
	%
	

	$22,572,242.54
	

	

	$28,095,238.05
	


	TOTAL:
	 
	100.000000000
	%
	

	$470,000,000.00
	

	

	$585,000,000.00
	








65856676.4    SCHEDULE 2.01






EXHIBIT A


SPECIFIED PROPERTIES


[see attached]

65856676.4    EXHIBIT A






	
						
	 
	 
	 
	 
	 

	All of Borrowers right, title and interest in the wells and lands described below, including any hereafter drilled wells on such lands.

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	API
	Unit Name
	Section
	Block
	Survey
	Abstract

	003-41208
	Allbritton #1
	28
	3
	PSL/Murphy, M
	1,470

	003-41577
	Allbritton #2
	28
	3
	PSL/Murphy, M
	1,470

	003-41578
	Allbritton #3
	28
	3
	PSL/Murphy, M
	1,468

	003-41604
	Allbritton #4
	28
	3
	PSL/Murphy, M
	1,470

	003-42069
	Allbritton B #1
	28
	3
	PSL/Murphy, M
	1,470

	003-42068
	Allbritton B #2
	28
	3
	PSL/Murphy, M
	1,470

	003-41347
	Andrews Fee 22 #1
	22
	3
	PSL/Dunn, Mrs A E
	2,288

	003-44087
	Andrews Fee 22 #3
	22
	3
	PSL/Dunn, Mrs A E
	2,288

	003-41250
	Andrews University 10 #1
	10
	5
	ULS
	114U

	003-41657
	Andrews University 10 #5
	10
	5
	ULS
	114U

	003-41684
	Andrews University 15 #3
	15
	5
	ULS
	119U

	003-40511
	Andrews University 16 #1
	16
	5
	ULS
	120U

	003-41247
	Andrews University 16 #2
	16
	5
	ULS
	120U

	003-41248
	Andrews University 16 #3
	16
	5
	ULS
	120U

	003-41249
	Andrews University 16 #4
	16
	5
	ULS
	 

	003-41272
	Andrews University 16B #1
	16
	5
	ULS
	120U

	003-41273
	Andrews University 16B #2
	16
	5
	ULS
	120

	003-41274
	Andrews University 16B #3
	16
	5
	ULS
	120U

	003-41275
	Andrews University 16B #4
	16
	5
	ULS
	120U

	003-41880
	Andrews University 16B #5
	16
	5
	ULS
	120U

	003-41863
	Andrews University 16B #6
	16
	5
	ULS
	120U

	003-41881
	Andrews University 16B #7
	16
	5
	ULS
	120U

	003-41882
	Andrews University 16B #8
	16
	5
	ULS
	120U

	003-41179
	Andrews University 17 #1
	17
	5
	ULS
	 

	003-41180
	Andrews University 17 #2
	17
	5
	ULS
	 

	003-41181
	Andrews University 17 #3
	17
	5
	ULS
	121U

	003-41182
	Andrews University 17 #4
	17
	5
	ULS
	121U

	003-40497
	Andrews University 20 #1
	20
	5
	ULS
	124U

	003-41043
	Andrews University 20 #2
	20
	5
	ULS
	124U

	003-41042
	Andrews University 20 #3
	20
	5
	ULS
	124U

	003-41041
	Andrews University 20 #4
	20
	5
	ULS
	124U

	003-41883
	Andrews University 20 #5
	20
	5
	ULS
	124U

	003-41884
	Andrews University 20 #6
	20
	5
	ULS
	124U

	003-41547
	Andrews University 20 #7
	20
	5
	ULS
	124U

	003-41885
	Andrews University 20 #8
	20
	5
	ULS
	124U

	003-39632
	Andrews University 21 #1
	21
	5
	ULS
	125U

	003-41034
	Andrews University 21 #2
	21
	5
	ULS
	125U

	003-41035
	Andrews University 21 #3
	21
	5
	ULS
	125U

	003-41036
	Andrews University 21 #4
	21
	5
	ULS
	125U

	003-41037
	Andrews University 21 #5
	21
	5
	ULS
	125U

	003-41124
	Andrews University 21 #6
	21
	5
	ULS
	125U

	003-41903
	Andrews University 21 #7
	21
	5
	ULS
	125U

	003-41546
	Andrews University 21 #8
	21
	5
	ULS
	125U





65856676.4    EXHIBIT A






	
						
	003-41710
	Andrews University 21 #9
	21
	5
	ULS
	125U

	003-41708
	Andrews University 21 #10
	21
	5
	ULS
	125U

	003-42554
	Andrews University 21 #11
	21
	5
	ULS
	125U

	003-41705
	Andrews University 21 #12
	21
	5
	ULS
	125U

	003-42610
	Andrews University 25-5 #1
	25
	5
	ULS
	129U

	003-42611
	Andrews University 25-5 #2
	25
	5
	ULS
	129U

	003-42450
	Andrews University 26-4 #1
	26
	4
	ULS
	88U

	003-43236
	Andrews University 26-4 #2
	26
	4
	ULS
	88U

	003-43253
	Andrews University 26-4 #3
	26
	4
	ULS
	88U

	003-43254
	Andrews University 26-4 #4
	26
	4
	ULS
	88U

	003-40423
	Andrews University 28 #1
	28
	5
	ULS
	 

	003-41129
	Andrews University 28 #2
	28
	5
	ULS
	 

	003-41130
	Andrews University 28 #3
	28
	5
	ULS
	132U

	003-41264
	Andrews University 28 #4
	28
	5
	ULS
	132U

	003-41265
	Andrews University 28 #5
	28
	5
	ULS
	132U

	003-41266
	Andrews University 28 #6
	28
	5
	ULS
	132U

	003-41267
	Andrews University 28 #7
	28
	5
	ULS
	132U

	003-41268
	Andrews University 28 #8
	28
	5
	ULS
	132U

	003-42434
	Andrews University 28 #9
	28
	5
	ULS
	132U

	003-42435
	Andrews University 28 #10
	28
	5
	ULS
	132U

	003-41887
	Andrews University 28 #11
	28
	5
	ULS
	132U

	003-41888
	Andrews University 28 #12
	28
	5
	ULS
	132U

	003-41889
	Andrews University 28 #13
	28
	5
	ULS
	132U

	003-41890
	Andrews University 28 #14
	28
	5
	ULS
	132U

	003-42445
	Andrews University 28 #15
	28
	5
	ULS
	132U

	003-42446
	Andrews University 28 #16
	28
	5
	ULS
	132U

	003-40512
	Andrews University 29 #1
	29
	5
	ULS
	133U

	003-41038
	Andrews University 29 #2
	29
	5
	ULS
	133U

	003-41039
	Andrews University 29 #3
	29
	5
	ULS
	133U

	003-41040
	Andrews University 29 #4
	29
	5
	ULS
	133U

	003-41269
	Andrews University 29 #5
	29
	5
	ULS
	133U

	003-41270
	Andrews University 29 #6
	29
	5
	ULS
	133U

	003-41271
	Andrews University 29 #7
	29
	5
	ULS
	133U

	003-41276
	Andrews University 29 #8
	29
	5
	ULS
	133U

	003-41685
	Andrews University 31 #1
	31
	5
	ULS
	135U

	003-44089
	Andrews University 31 #2
	31
	5
	ULS
	135U

	003-42475
	Andrews University 31-4 #1
	31
	4
	ULS
	93U

	003-40513
	Andrews University 32 #1
	32
	5
	ULS
	136U

	003-41399
	Andrews University 32 #2
	32
	5
	ULS
	136U

	003-41400
	Andrews University 32 #3
	32
	5
	ULS
	136U

	003-41401
	Andrews University 32 #4
	32
	5
	ULS
	136U

	003-41815
	Andrews University 32 #5R
	32
	5
	ULS
	136U

	003-41403
	Andrews University 32 #6
	32
	5
	ULS
	136U

	003-41404
	Andrews University 32 #7
	32
	5
	ULS
	136U

	003-41405
	Andrews University 32 #8
	32
	5
	ULS
	136U

	003-39650
	Andrews University 33 #1
	33
	5
	ULS
	137U

	003-40514
	Andrews University 33 #2
	33
	5
	ULS
	137U

	003-41412
	Andrews University 33 #3
	33
	5
	ULS
	137U

	003-41413
	Andrews University 33 #4
	33
	5
	ULS
	137U

	003-41414
	Andrews University 33 #5
	33
	5
	ULS
	137U

	003-41415
	Andrews University 33 #6
	33
	5
	ULS
	137U

	003-41416
	Andrews University 33 #7
	33
	5
	ULS
	137U

	003-41417
	Andrews University 33 #8
	33
	5
	ULS
	137U





65856676.4    EXHIBIT A






	
						
	003-41891
	Andrews University 33 #9
	33
	5
	ULS
	137U

	003-41893
	Andrews University 33 #10
	33
	5
	ULS
	137U

	003-41894
	Andrews University 33 #11
	33
	5
	ULS
	137U

	003-41895
	Andrews University 33 #12
	33
	5
	ULS
	137U

	003-44002
	Andrews University 33 #13R
	33
	5
	ULS
	137U

	003-43591
	Andrews University 33 #14R
	33
	5
	ULS
	137U

	003-43221
	Andrews University 33 #16
	33
	5
	ULS
	137U

	003-41686
	Andrews University 36 #1
	36
	4
	ULS
	98U

	003-41251
	Andrews University 37 #1
	37
	4
	ULS
	99U

	003-41627
	Andrews University 37 #4
	37
	4
	ULS
	99U

	003-43952
	Andrews University 37 #9
	37
	4
	ULS
	99U

	003-42622
	Andrews University 41-32 #1
	32
	4
	ULS
	94U

	003-42625
	Andrews University 41-32 #4
	32
	4
	ULS
	94U

	003-45114
	Andrews University 41-32 #5
	41
	4
	ULS
	103U

	003-45113
	Andrews University 41-32 #7
	41
	4
	ULS
	103U

	003-42629
	Andrews University 41-32 #8
	41
	4
	ULS
	103U

	003-42346
	Andrews University 42 #1
	42
	4
	ULS
	104U

	003-42347
	Andrews University 42 #2
	42
	4
	ULS
	104U

	003-42348
	Andrews University 42 #3
	42
	4
	ULS
	104U

	003-41503
	Covington 33 #1
	33
	3
	PSL/Murphy, M
	1,469

	003-42566
	Covington 33 #2
	33
	3
	PSL/Murphy, M
	1,469

	003-42621
	Covington 33 #3
	33
	3
	PSL/Murphy, M
	1,469

	003-42567
	Covington 33 #4
	33
	3
	PSL/Murphy, M
	1,469

	003-42723
	Covington 33B #1
	33
	3
	PSL/Murphy, M
	1,469

	003-42067
	Covington 33B #2
	33
	3
	PSL/Murphy, M
	1,469

	003-41501
	Foreman 29-32 #1
	29
	3
	PSL/McCarley, A J & R
	2,341

	003-42642
	Foreman 29-32 #2
	29
	3
	PSL/McCarley, A J & R
	2,341

	003-42444
	Foreman 29-32 #3
	32
	3
	PSL/McCarley, W D
	2,007

	003-42640
	Foreman 29-32 #4
	32
	3
	PSL/McCarley, W D
	2,007

	003-42354
	Galloway #1
	30
	3
	PSL/McCarley, W D
	2,359

	003-42355
	Galloway #2
	30
	3
	PSL/McCarley, W D
	2,359

	003-43238
	Galloway #3
	5
	A19
	PSL/Ross, N P
	1,666

	003-42719
	Killian #1
	25
	3
	PSL/Roberts, J W
	2,125

	003-42110
	Kolb 31-5 #1
	31
	3
	PSL/McCarley, W D
	2,006

	003-44864
	Kolb 31-5 #2
	31
	3
	PSL/McCarley, W D
	2,006

	003-41500
	Kolb 31-5 #3
	31
	3
	PSL/McCarley, W D
	2,006

	003-42112
	Kolb 31-5 #4
	31
	3
	PSL/McCarley, W D
	2,006

	003-42113
	Kolb 31-5 #5
	31
	3
	PSL/McCarley, W D
	2,006

	003-42114
	Kolb 31-5 #6
	31
	3
	PSL/McCarley, W D
	2,006

	003-42108
	Kolb 31-5 #7
	31
	3
	PSL/McCarley, W D
	2,006

	003-44887
	Kolb 31-5 #8
	31
	3
	PSL/McCarley, W D
	2,006

	003-43509
	Kolb B #1
	5
	A19
	PSL/McCarley, W D
	2,006

	003-44334
	Kolb B #2
	5
	A19
	PSL/McCarley, W D
	2,006

	003-42350
	Mitchell #1
	30
	3
	PSL/Ross, N P
	1,666

	003-42349
	Mitchell #2
	30
	3
	PSL/Ross, N P
	1,666

	003-45223
	Mitchell B #1
	30
	3
	PSL/McCarley, W D
	2,005

	003-45224
	Mitchell B #2
	30
	3
	PSL/McCarley, W D
	2,005

	003-41456
	Orson 27 #1
	27
	3
	PSL/McCarley, W D
	2,005

	003-42166
	Orson 27 #2
	27
	3
	PSL/McCarley, W D
	2,005

	003-43240
	Orson 27 #3
	27
	3
	PSL/Murphy, Mrs L
	1,467

	003-45230
	Partain #1
	30
	3
	PSL/Murphy, Mrs L
	1,467

	003-42084
	Samson University 13 #5
	13
	4
	ULS
	75U

	003-42003
	Samson University 14 #1
	14
	4
	ULS
	76U





65856676.4    EXHIBIT A






	
						
	003-42351
	Samson University 14 #2
	14
	4
	ULS
	76U

	003-42353
	Samson University 14 #3
	14
	4
	ULS
	76U

	003-42352
	Samson University 14 #4
	14
	4
	ULS
	76U

	003-42004
	Samson University 15 #1
	15
	3
	ULS
	62U

	003-43990
	Samson University 15 #2
	15
	3
	ULS
	62U

	003-43991
	Samson University 15 #3
	15
	3
	ULS
	62U

	003-43992
	Samson University 15 #4
	15
	3
	ULS
	62U

	003-42005
	Samson University 16 #1
	16
	4
	ULS
	78U

	003-42006
	Samson University 18 #1
	18
	8
	ULS
	236U

	003-44389
	Samson University 18 #3
	18
	8
	ULS
	236U

	003-42083
	Samson University 23 #1
	23
	4
	ULS
	85U

	003-42087
	Samson University 24 #1
	24
	4
	ULS
	86U

	003-42212
	Samson University 25 #1
	25
	4
	ULS
	87U

	003-42213
	Samson University 25 #2
	25
	4
	ULS
	87U

	003-42188
	Samson University 5 #3
	5
	3
	ULS
	52U

	003-42190
	Samson University 5 #4
	5
	3
	ULS
	52U

	003-42191
	Samson University 5 #5
	5
	3
	ULS
	52U

	003-42192
	Samson University 5 #6
	5
	3
	ULS
	52U

	003-42085
	Samson University 6 #1
	6
	3
	ULS
	53U

	003-42199
	Samson University 6 #3
	6
	3
	ULS
	53U

	003-42200
	Samson University 6 #4
	6
	3
	ULS
	53U

	003-42201
	Samson University 6 #5
	6
	3
	ULS
	53U

	003-42202
	Samson University 6 #6
	6
	3
	ULS
	53U

	003-42204
	Samson University 6 #8
	6
	3
	ULS
	53U

	003-42167
	Samson University 7 #2
	7
	3
	ULS
	54U

	003-42168
	Samson University 7 #3
	7
	3
	ULS
	54U

	003-42205
	Samson University 7 #4
	7
	3
	ULS
	54U

	003-42206
	Samson University 7 #5
	7
	3
	ULS
	54U

	003-44893
	Samson University 7 #8
	7
	3
	ULS
	54U

	003-41515
	Samson University 8 #1
	8
	3
	ULS
	55U

	003-41915
	Samson University 8 #2
	8
	3
	ULS
	55U

	003-41916
	Samson University 8 #3
	8
	3
	ULS
	55U

	003-42193
	Samson University 8 #4
	8
	3
	ULS
	55U

	003-42194
	Samson University 8 #5
	8
	3
	ULS
	55U

	003-42195
	Samson University 8 #6
	8
	3
	ULS
	55U

	003-42196
	Samson University 8 #7
	8
	3
	ULS
	55U

	003-42197
	Samson University 8 #8
	8
	3
	ULS
	55U

	003-41516
	Samson University 9 #1
	9
	3
	ULS
	56U

	003-41917
	Samson University 9 #2
	9
	3
	ULS
	56U

	003-41918
	Samson University 9 #3
	9
	3
	ULS
	56U

	003-41919
	Samson University 9 #4
	9
	3
	ULS
	56U

	003-41920
	Samson University 9 #5
	9
	3
	ULS
	56U

	003-41921
	Samson University 9 #6
	9
	3
	ULS
	56U

	003-42182
	Samson University 9 #7
	9
	3
	ULS
	56U

	003-42183
	Samson University 9 #8
	9
	3
	ULS
	56U

	003-42410
	Strip 3 #1
	3
	A19
	PSL/Means, J S
	517

	003-42967
	Strip 3 #2
	3
	A19
	PSL/Means, J S
	517

	003-43511
	Strip 3 #3
	3
	A19
	PSL/Means, J S
	517

	003-43964
	Strip 3 #4
	3
	A19
	PSL/Means, J S
	517

	003-39176
	University 22 #1 (SWD)
	22
	5
	ULS
	126U

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 







65856676.4    EXHIBIT A