exv10w1



 





Exhibit 10.1




Execution Copy




SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Second
Amendment”) is entered into effective as of December 28, 2007, among MARTIN OPERATING PARTNERSHIP
L.P., a Delaware limited partnership, as borrower (the “Borrower”), MARTIN MIDSTREAM PARTNERS L.P.,
a Delaware limited partnership (the “MLP”), MARTIN OPERATING GP LLC, a Delaware limited liability
company, PRISM GAS SYSTEMS I, L.P., a Texas limited partnership, PRISM GAS SYSTEMS GP, L.L.C., a
Texas limited liability company, PRISM GULF COAST SYSTEMS, L.L.C., a Texas limited liability
company, and MCLEOD GAS GATHERING AND PROCESSING COMPANY, L.L.C., a Louisiana limited liability
company, as guarantors, the financial institutions party hereto (collectively, the “Lenders”), and
ROYAL BANK OF CANADA, as administrative agent (the “Administrative Agent”) and collateral agent for
the Lenders and as L/C Issuer, Swing Line Lender and a Lender.



     WHEREAS, the Borrower, the MLP, the Administrative Agent, and the Lenders are parties to that
certain Second Amended and Restated Credit Agreement dated as of November 10, 2005, as amended by
that certain First Amendment to Second Amended and Restated Credit Agreement dated as of June 30,
2006 (as so amended and as further renewed, extended, amended or restated, the “Credit Agreement”);



     WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the
Credit Agreement and increase the Aggregate Committed Sum in respect of the Revolver Facility; and



     WHEREAS, the Lenders have agreed to such amendments, subject to the terms and conditions set
forth herein.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:



     SECTION 1. Definitions. Unless otherwise defined in this Second Amendment, terms used
in this Second Amendment which are defined in the Credit Agreement shall have the meanings assigned
to such terms in the Credit Agreement. The interpretive provisions set forth in Section 1.02 of
the Credit Agreement shall apply to this Second Amendment.



     SECTION 2. Amendments to the Credit Agreement. Subject to satisfaction of the
conditions precedent set forth in Section 3 of this Second Amendment, the Revolver Commitment under
the Credit Agreement is increased pursuant to Section 2.16 of the Credit Agreement from
$120,000,000 to $195,000,000, the Aggregate Committed Sum under the Credit Agreement is increased
from $250,000,000 to $325,000,000, and the Credit Agreement is amended as follows:



     (a) The definition of “Revolver Commitment” in Section 1.01 of the Credit Agreement is amended
in its entirety to read as follows:




“Revolver Commitment” means an amount (subject to reduction or cancellation as herein
provided) equal to $195,000,000.



     (b) Section 2.05 of the Credit Agreement is amended by replacing the sentence reading, “Except
as set forth in Section 2.16, once reduced in accordance with this Section, the Revolver Commitment
may not be increased.” with the sentence, “Once reduced in accordance with this Section, the
Revolver Commitment may not be increased.”



 









 





     (c) Section 2.16 of the Credit Agreement is restated in its entirety to read as follows:




“Section 2.16 [Reserved].”



     (d) The term “$120,000,000” is replaced by the term “$195,000,000” in each of (i) Exhibit A-1
to the Credit Agreement (Form of Committed Loan Notice) and (ii) Exhibit I to the Credit Agreement
(Form of Swing Line Loan Notice).



     (e) Schedule 2.01 of the Credit Agreement is deleted and replaced by the attached Schedule
2.01.



     (f) Suntrust Bank shall replace Keybank National Association as Documentation Agent.



     (g) Any and all of the terms and provisions of the Loan Documents, including all exhibits to
the Credit Agreement, are hereby deemed amended and modified wherever necessary, even though not
specifically addressed herein, so as to conform to the amendments and modifications set forth
herein.



     SECTION 3. Conditions of Effectiveness. The amendments to the Credit Agreement set
forth in Section 2 of this Second Amendment shall not be effective until the date (such date, the
“Second Amendment Effective Date”) each of the following conditions precedent has been satisfied in
full:



     (a) The Administrative Agent shall have received the following:




     (i) a counterpart of this Second Amendment executed by each of the parties hereto
(which may be by telecopy transmission);




     (ii) Notes executed by the Borrower in favor of those Lenders increasing their
Committed Sums requesting such Notes, each in a principal amount equal to each such Lender’s
Pro Rata Share of the Revolver Facility and Term Loan Facility after giving effect to this
Second Amendment; and




     (iii) from each Loan Party, such certificates of secretary, assistant secretary,
manager, or general partner, as applicable, as the Administrative Agent may require,
certifying (A) resolutions authorizing the increase in the Aggregate Committed Sum and the
execution and performance of this Second Amendment and the other Loan Documents which such
Person is executing in connection herewith, (B) the incumbency and signature of the officer
executing such documents, and (C) that there has been no change in such Person’s
Organization Documents since June 30, 2006 (or, if there has been a change, attaching a copy
thereof).



     (b) All fees, costs, and expenses due and payable at the Second Amendment Effective Date shall
have been paid (including, without limitation but without duplication, the fees required to be paid
pursuant to the Fee Letter dated as of December 6, 2007, between the Borrower and Royal Bank of
Canada, and any expenses arising pursuant to Section 3.05 of the Credit Agreement as a result of
any prepayment of Committed Revolver Loans in connection with the increase in the Revolver
Commitment), and the Borrower shall have paid Attorney Costs of the Administrative Agent to the
extent invoiced prior to, or on, the Second Amendment Effective Date.



     SECTION 4. Representations and Warranties. In order to induce the Administrative
Agent and the Lenders to enter into this Second Amendment, the Borrower represents and warrants to
the Administrative Agent and to each Lender that:



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     (a) This Second Amendment, the Credit Agreement as amended hereby, and each Loan Document have
been duly authorized, executed, and delivered by the Borrower and the applicable Loan Parties and
constitute their legal, valid, and binding obligations enforceable in accordance with their
respective terms (subject, as to the enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium, and similar laws affecting creditors’ rights generally and
to general principles of equity).



     (b) The representations and warranties set forth in Article V of the Credit Agreement and in
the Collateral Documents are true and correct in all material respects on and as of the Second
Amendment Effective Date, after giving effect to this Second Amendment, as if made on and as of the
Second Amendment Effective Date except to the extent such representations and warranties relate
solely to an earlier date.



     (c) As of the date hereof, at the time of and after giving effect to this Second Amendment, no
Default or Event of Default has occurred and is continuing.



     (d) No approval, consent, exemption, authorization, or other action by, or notice to, or
filing with, any Governmental Authority is necessary or required in connection with the execution,
delivery, or performance by the Borrower or any Loan Party of its obligations hereunder. This
Second Amendment has been duly authorized by the Borrower and each Loan Party party hereto by all
necessary corporate, partnership, or limited liability company action, as applicable. The
execution, delivery and performance of this Second Amendment and the documents and transactions
contemplated hereby do not and will not (a) contravene the terms of the Borrower’s or any other
Loan Party’s Organization Documents, (b) conflict with or result in any breach or contravention of,
or result in creation of any Lien (other than Liens in favor of the Collateral Agent) under, any
document evidencing any material Contractual Obligation to which the Borrower or any other Loan
Party is a party or any order, injunction, writ or decree of any Governmental Authority to which
the Borrower or any other Loan Party is subject, or (c) violate any Law applicable to any Loan
Party.



     SECTION 5. Effect of Amendment. (a) This Second Amendment (i) except as expressly
provided herein, shall not be deemed to be a consent to the modification or waiver of any other
term or condition of the Credit Agreement or of any of the instruments or agreements referred to
therein and (ii) shall not prejudice any right or rights which the Administrative Agent, the
Collateral Agent, or the Lenders may now or hereafter have under or in connection with the Credit
Agreement, as amended by this Second Amendment. Except as otherwise expressly provided by this
Second Amendment, all of the terms, conditions and provisions of the Credit Agreement shall remain
the same. It is declared and agreed by each of the parties hereto that the Credit Agreement, as
amended hereby, shall continue in full force and effect, and that this Second Amendment and such
Credit Agreement shall be read and construed as one instrument.



     (b) Each of the undersigned Guarantors hereby consents to and accepts the terms and conditions
of this Second Amendment and the transactions contemplated thereby, agrees to be bound by the terms
and conditions thereof, and ratifies and confirms that each Guaranty 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 Second Amendment. The Borrower and each of the other Loan Parties hereby confirm and agree
that all Liens and other security now or hereafter held by the Collateral Agent for the benefit of
the Lenders as security for payment of the Obligations are the legal, valid, and binding
obligations of the Borrower and the Loan Parties, remain in full force and effect, are unimpaired
by this Second Amendment, and are hereby ratified and confirmed as security for payment of the
Obligations.



3









 





     SECTION 6. Miscellaneous. This Second Amendment shall for all purposes be construed
in accordance with and governed by the laws of the State of New York and applicable federal law.
The captions in this Second Amendment are for convenience of reference only and shall not define or
limit the provisions hereof. This Second Amendment may be executed in separate counterparts, each
of which when so executed and delivered shall be an original, but all of which together shall
constitute one instrument. In proving this Second Amendment, it shall not be necessary to produce
or account for more than one such counterpart.



     SECTION 7. Entire Agreement. THE CREDIT AGREEMENT (AS AMENDED BY THIS SECOND
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.



     SECTION 8. Additional Further Assurances. The parties hereto each agree to execute
from time to time such further documents as may be necessary to implement the terms of this Second
Amendment.



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




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	MARTIN OPERATING PARTNERSHIP L.P.,	 	 
	 	 	a Delaware limited partnership, as Borrower	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	MARTIN OPERATING GP LLC,	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	MARTIN MIDSTREAM PARTNERS L.P.,	 	 
	 	 	 	 	 	 	its Sole Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	MARTIN MIDSTREAM GP LLC,	 	 
	 	 	 	 	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	/s/ Robert D. Bondurant	 	 
	 

	 	 	 	 	 	 	 	 	 	 

Robert D. Bondurant
	 	 
	 

	 	 	 	 	 	 	 	 	 	Executive Vice President and Chief	 	 
	 

	 	 	 	 	 	 	 	 	 	Financial Officer	 	 






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	 	 	MARTIN MIDSTREAM PARTNERS L.P.,	 	 
	 	 	a Delaware limited partnership, as a Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	MARTIN MIDSTREAM GP LLC,	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Robert D. Bondurant	 	 
	 

	 	 	 	 	 	 

Robert D. Bondurant
	 	 
	 

	 	 	 	 	 	Executive Vice President and Chief	 	 
	 

	 	 	 	 	 	Financial Officer	 	 






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	 	 	MARTIN OPERATING GP LLC,

a Delaware limited liability company, as a Guarantor	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	MARTIN MIDSTREAM PARTNERS L.P.,

its Sole Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	MARTIN MIDSTREAM GP LLC,

its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ Robert D. Bondurant	 	 
	 

	 	 	 	 	 	 	 	 

Robert D. Bondurant
	 	 
	 

	 	 	 	 	 	 	 	Executive Vice President and Chief	 	 
	 

	 	 	 	 	 	 	 	Financial Officer	 	 






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	 	 	PRISM GAS SYSTEMS I, L.P., a Texas limited partnership, as a Guarantor
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	Prism Gas Systems GP, L.L.C., its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Robert D. Bondurant	 	 
	 

	 	 	 	 	 	 

Robert D. Bondurant
	 	 
	 

	 	 	 	 	 	Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PRISM GAS SYSTEMS GP, L.L.C., as a Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert D. Bondurant	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Robert D. Bondurant	 	 
	 	 	 	 	Executive Vice President and Chief Financial Officer	 	 






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	 	PRISM GULF COAST SYSTEMS, L.L.C., as a Guarantor

 
	 	By:  	/s/ Robert D. Bondurant	 
	 	 	Robert D. Bondurant 	 
	 	 	Treasurer 	 
	 




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	 	MCLEOD GAS GATHERING AND PROCESSING

COMPANY, L.L.C., as a Guarantor

 	 
	 	By:  	/s/ Ruben S. Martin	 
	 	 	Ruben S. Martin 	 
	 	 	Sole Manager 	 
	 



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	 	WOODLAWN PIPELINE CO., INC.,

a Texas corporation, as a Guarantor

 	 
	 	By:  	/s/ Robert D. Bondurant	 
	 	 	Robert D. Bondurant 	 
	 	 	Executive Vice President and Chief

Financial Officer 	 
	 



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	 	 	ROYAL BANK OF CANADA, as Administrative Agent and
Collateral Agent
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ann Hurley	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Ann Hurley	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Manager, Agency	 	 
	 

	 	 	 	 	 	 	 	 





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	 	 	ROYAL BANK OF CANADA, as a Lender, as L/C
Issuer,
and as Swing Line Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jason S. York	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jason S. York	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Authorized Signatory	 	 
	 

	 	 	 	 	 	 	 	 





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	 	 	SUNTRUST BANK, as Documentation Agent and
as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Carmen J. Malizia	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Carmen J. Malizia	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President	 	 
	 

	 	 	 	 

	 	 






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	 	 	COMERICA BANK, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brian Enzler	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Brian Enzler	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Corporate Banking Officer	 	 
	 

	 	 	 	 

	 	 






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	 	 	FORTIS CAPITAL CORP., as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Casey Lowary	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Casey Lowary	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Director	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Darrell Holley	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Darrell Holley	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Managing Director	 	 
	 

	 	 	 	 

	 	 






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	 	WELLS FARGO BANK, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas E. Stelmar, Jr.	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Thomas E. Stelmar, Jr.	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	AVP/Portfolio Manager	 	 
	 

	 	 	 	 	 	 	 	 





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	 	 	WESTLB AG, NEW YORK BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	By:	 	/s/ Karen Ngal	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Karen Ngal	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Associate Director	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dominick D’Ascoli	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Dominick D’Ascoli	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Director	 	 
	 

	 	 	 	 	 	 	 	 





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	 	 	CATERPILLAR FINANCIAL SERVICES

CORPORATION, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christopher C. Patterson	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Christopher C. Patterson	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Global Operations Manager — Capital Markets	 	 
	 

	 	 	 	 	 	 	 	 





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	 	 	AMEGY BANK NATIONAL ASSOCIATION, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth R. Batson, III	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Kenneth R. Batson, III	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 

	 	 	 	 	 	 	 	 





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	 	 	JPMORGAN CHASE BANK, NA, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jennifer Fitzgerald	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jennifer Fitzgerald	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Underwriter	 	 
	 

	 	 	 	 	 	 	 	 





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	 	 	NATEXIS, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Daniel Payer
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Daniel Payer	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Director	 	 
	 

	 	 	 	 	 	 	 	 







	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Louis P. Laville,
III
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Louis P. Laville,
III	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 
	 

	 	 	 	 	 	 	 	 






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	 	 	ALLIED IRISH BANKS p.l.c., as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Vaughn Buck	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Vaughn Buck	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Director 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joseph Augustini	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Joseph Augustini	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 
	 

	 	 	 	 	 	 	 	 





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	 	 	AIB DEBT MANAGEMENT LIMITED, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Vaughn Buck	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Vaughn Buck	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Director	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Investment Adviser to
AIB Debt Management, Limited	 	 







	 	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joseph Augustini	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Joseph Augustini	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Senior Vice President	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Investment
Advisor to AIB Debt Management, Limited	 	 





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	 	 	GUARANTY BANK, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jim R. Hamilton	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jim R. Hamilton	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 
	 

	 	 	 	 	 	 	 	 





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	 	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Justin M. Alexander	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Justin M. Alexander	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 

	 	 	 	 	 	 	 	 





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SCHEDULE 2.01

COMMITTED SUMS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Pro Rata Share	 	 	 	 	 	 	Pro Rata Share	 	 	 	 
	 	 	 	 	 	 	Revolver	 	 	of Revolver	 	 	Term Loan	 	 	of Term Loan	 	 	 	 
	 	 	 	 	Lender	 	Facility	 	 	Facility	 	 	Facility	 	 	Facility	 	 	Total	 
	 	 1.	 	 	Royal Bank of Canada
	 	$	27,542,857.16	 	 	 	14.124542133	%	 	$	8,685,714.28	 	 	 	6.681318677	%	 	$	36,228,571.44	 
	 	 2.	 	 	Comerica Bank
	 	 	19,882,857.14	 	 	 	10.196336995	%	 	 	14,088,571.43	 	 	 	10.837362638	%	 	 	33,971,428.57	 
	 	 3.	 	 	Suntrust Bank
	 	 	21,382,857.14	 	 	 	10.965567764	%	 	 	10,088,571.43	 	 	 	7.760439562	%	 	 	31,471,428.57	 
	 	 4.	 	 	Wells Fargo Bank, N.A.
	 	 	19,882,857.14	 	 	 	10.196336995	%	 	 	10,088,571.43	 	 	 	7.760439562	%	 	 	29,971,428.57	 
	 	 5.	 	 	Fortis Capital Corp.
	 	 	15,882,857.14	 	 	 	8.145054944	%	 	 	11,088,571.43	 	 	 	8.529670331	%	 	 	26,971,428.57	 
	 	 6.	 	 	WestLB AG, New York Branch
	 	 	17,511,428.57	 	 	 	8.980219779	%	 	 	7,588,571.43	 	 	 	5.837362638	%	 	 	25,100,000.00	 
	 	 7.	 	 	JPMorgan Chase Bank, NA
	 	 	16,042,857.14	 	 	 	8.227106226	%	 	 	7,528,571.43	 	 	 	5.791208792	%	 	 	23,571,428.57	 
	 	 8.	 	 	Caterpillar Financial Services Corporation
	 	 	0.00	 	 	 	0.000000000	%	 	 	19,000,000.00	 	 	 	14.615384615	%	 	 	19,000,000.00	 
	 	 9.	 	 	Amegy Bank National Association
	 	 	10,885,714.29	 	 	 	5.582417585	%	 	 	5,528,571.43	 	 	 	4.252747254	%	 	 	16,414,285.72	 
	 	 10.	 	 	Natexis Banques Populaires
	 	 	9,971,428.57	 	 	 	5.113553113	%	 	 	5,028,571.43	 	 	 	3.868131869	%	 	 	15,000,000.00	 
	 	 11.	 	 	Wachovia Bank, National Association
	 	 	7,542,857.14	 	 	 	3.868131867	%	 	 	5,528,571.43	 	 	 	4.252747254	%	 	 	13,071,428.57	 
	 	 12.	 	 	KeyBank National Association
	 	 	0.00	 	 	 	0.000000000	%	 	 	10,728,571.42	 	 	 	8.252747246	%	 	 	10,728,571.42	 
	 	 13.	 	 	Allied Irish Banks p.l.c.
	 	 	10,471,428.57	 	 	 	5.369963369	%	 	 	0.00	 	 	 	0.000000000	%	 	 	10,471,428.57	 
	 	 14.	 	 	Guaranty Bank
	 	 	10,000,000.00	 	 	 	5.128205128	%	 	 	0.00	 	 	 	0.000000000	%	 	 	10,000,000.00	 
	 	 15.	 	 	U.S. Bank National Association
	 	 	8,000,000.00	 	 	 	4.102564103	%	 	 	0.00	 	 	 	0.000000000	%	 	 	8,000,000.00	 
	 	 16.	 	 	AIB Debt Management Limited
	 	 	0.00	 	 	 	0.000000000	%	 	 	5,028,571.43	 	 	 	3.868131869	%	 	 	5,028,571.43	 
	 	 17.	 	 	McDonnell Loan Opportunity Ltd.
	 	 	0.00	 	 	 	0.000000000	%	 	 	5,000,000.00	 	 	 	3.846153846	%	 	 	5,000,000.00	 
	 	 18.	 	 	Wind River CLO II Ltd.
	 	 	0.00	 	 	 	0.000000000	%	 	 	3,333,333.00	 	 	 	2.564102308	%	 	 	3,333,333.00	 
	 	 19.	 	 	Wind River CLO I Ltd.
	 	 	0.00	 	 	 	0.000000000	%	 	 	1,666,667.00	 	 	 	1.282051538	%	 	 	1,666,667.00	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total:
	 	$	195,000,000.00	 	 	 	 	 	 	$	130,000,000.00	 	 	 	 	 	 	$	325,000,000.00	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







Schedule 2.01