Exhibit 10.1


THIRD AMENDMENT TO

CREDIT AGREEMENT


THIS THIRD AMENDMENT
TO CREDIT AGREEMENT (this “Third Amendment”), dated as of
July 13, 2007 (the “Third Amendment Closing Date”) is among HILAND OPERATING, LLC, a Delaware limited
liability company (the “Borrower”), the banks and other financial
institutions listed on the signature pages hereto (together with each other
person who becomes a Lender, collectively the “Lenders”), and MIDFIRST BANK, a federally chartered
savings association, individually as a Lender and as the Administrative Agent
(the “Administrative Agent”).


Preliminary Statement


WHEREAS, the
Borrower, the Administrative Agent and the Lenders are parties to that certain
Credit Agreement dated as of February 15, 2005 (as same may be further amended,
restated, increased and extended, the “Original Credit Agreement”),
under and subject to the terms of which the Lenders have committed to make
Revolving Loans and issue Letters of Credit to the Borrower; and


WHEREAS, the Borrower, the
Administrative Agent and the Lenders are parties to that certain First
Amendment to Credit Agreement dated as of September 26, 2005 (the “First
Amendment”); and


WHEREAS, the
Borrower, the Administrative Agent and the Lenders are parties to that certain
Second Amendment to Credit Agreement dated as of June 8, 2006 (the “Second
Amendment, and together with the First Amendment and the Original Credit
Agreement, the “Credit Agreement”); and


WHEREAS, the
Borrower has requested that the Administrative Agent and Lenders modify the
Credit Agreement to change certain terms thereof, including, among other
things, to increase the size of the Revolver A Commitment from $191,000,000 to
$241,000,000; and


WHEREAS, the
Administrative Agent and Lenders have agreed to modify the Credit Agreement in
accordance with the terms and conditions contained in this Third Amendment; and


WHEREAS, the
Borrower, the Administrative Agent and the Lenders wish to execute this Third
Amendment to evidence such agreement;


NOW, THEREFORE, in
consideration of the premises and the mutual covenants herein contained and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Borrower, the Administrative Agent and the Lenders
hereby agree as follows (all capitalized terms used herein and not otherwise
defined shall have the meanings as defined in the Credit Agreement):












Section 1.               Amendment to Section 1.01.  Section 1.01 of the Credit Agreement is
hereby amended as follows:


(a)           The
definition of “Adjusted EBITDA” is hereby amended by deleting such
definition in its entirety and replacing it with the following:


“Adjusted EBITDA”
means, with respect to the Parent, the Borrower and its Subsidiaries for any
period, Consolidated Net Income for such period plus, without duplication
and to the extent reflected as a charge in the statement of such Consolidated
Net Income for such period, the sum of (a) income tax expense,
(b) interest expense, amortization or write-off of debt discount and debt
issuance costs and commissions, discounts and other fees and charges associated
with Indebtedness (including the Indebtedness in respect of the Loans),
(c) depreciation and amortization expense, (d) amortization of
intangibles and organization costs, (e) any extraordinary non-cash
expenses or losses determined in accordance with GAAP, (f) any
extraordinary, unusual or non-recurring cash losses, (g) non-cash unit-based compensation
expense and (h) non-cash loss on any Swap Agreements and minus,
(i) to the extent included in the statement of such Consolidated Net
Income for such period, any extraordinary, unusual or non-recurring non-cash
income or gains (including, whether or
not otherwise includable as a separate item in the statement of such
Consolidated Net Income for such period, gains on the sales of assets outside
of the ordinary course of business and non-cash gains on Swap Agreements) and
(ii) any cash payments made during such period in respect of non-cash
expenses or losses and subsequent to the fiscal quarter in which the relevant
non-cash expenses or losses were reflected as a charge in the statement of
Consolidated Net Income, all as determined on a consolidated basis.   For purposes of calculating Adjusted EBITDA
of the Parent, the Borrower and its Subsidiaries for any period for the
purposes of Section 6.17 and Section 6.18 of this
Agreement, (i) the earnings before interest, taxes, depreciation and
amortization calculated as set forth above of any Person or assets or Specified
Acquisition acquired  by the
Borrower or its Subsidiaries during such period shall be included using the
annualized historical financial results for the period in which the Borrower or
one of its Subsidiaries has owned such Person or assets until such as time as
the Borrower or one of its Subsidiaries has owned such assets for a period of
at least twelve (12) months) on a pro forma basis for such period as if
such acquisition, and the incurrence or assumption of any Indebtedness in
connection therewith, had occurred on the first day of such period and based
upon the financial statements and other information delivered to the
Administrative Agent pursuant to Section 5.01 hereof, and (ii) the
earnings before interest, taxes, depreciation and amortization calculated as
set forth above of any Person or assets Disposed of by the Borrower or its
Subsidiaries during such period shall be excluded, on a pro forma basis
for such period (if positive) as if such Disposition, and the payment of any
Indebtedness in connection 



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therewith, had occurred
on the first day of such period and based upon the financial statements and
other information delivered to the Administrative Agent pursuant to Section
5.01 hereof.”


(b)           The
definition of “Revolver A Commitment” is hereby amended by deleting such
definition in its entirety and replacing it with the following:


“Revolver A Commitment”
means, with respect to each Lender, the commitment of such Lender to make
Revolver A Loans and to acquire participations in Letters of Credit hereunder,
expressed as an amount representing the maximum aggregate amount of such Lender’s
Revolver A Credit Exposure hereunder, as such commitment may be
(a) reduced from time to time pursuant to Section 2.09,
(b) increased from time to time pursuant to Section 2.20, and
(c) reduced or increased from time to time pursuant to assignments by or
to such Lender pursuant to Section 9.04.  The initial amount of each Lender’s Revolver
A Commitment is set forth on Schedule 2.01, or in the Assignment and
Assumption pursuant to which such Lender shall have assumed its Commitment, as
applicable.  The initial aggregate amount
of the Lenders’ Revolver A Commitments is $241,000,000.”


(c)           The
following definition of “Third Amendment” is hereby added in proper
alphabetical order:


“Third Amendment”
means that certain Third Amendment to Credit Agreement by and between the
Borrower, the Administrative Agent and the Lenders dated as of the Third
Amendment Closing Date, amending this Agreement.”


(d)           The
following definition of “Third Amendment Closing Date” is hereby added
in proper alphabetical order:


“Third Amendment
Closing Date” shall mean July 13, 2007.”


(e)           The
definition of “Security Documents” is hereby deleted in its entirety and
replaced with the following:


“Security Documents”
means the guaranty of each of the Guarantors, together with any guaranty
delivered pursuant to Section 5.16 hereof, and any and all other
security agreements, pledge agreements, mortgages, deeds of trust, leasehold
mortgages, leasehold deeds of trust, guaranty agreements, landlord’s consents,
estoppels, assignments, UCC financing statements and all similar documents
executed by any Person in connection herewith, including, without limitation,
all documents and instruments listed on Schedule 1.01 attached hereto,
together with any agreements delivered pursuant to Section 5.12 hereof,
granting to the Administrative Agent for the benefit of the Lenders a first
Lien and security interest in substantially all of the Collateral of the
Borrower and 



 3
 








its Subsidiaries as
security for the Obligations, including, without limitation, any such documents
or agreements delivered with respect to the Bakken System pursuant to the First
Amendment; with respect to the Kinta Area Gas Gathering System pursuant to the
Second Amendment; or in connection with the Third Amendment, in each case
subject only to Liens permitted by Section 6.02 hereof.”


Section 2.               Amendment to
Section 2.02(c).  The last sentence
of Section 2.02(c) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:


“Borrowings of more than
one type may be outstanding at the same time; provided that there shall
not at any time be more than a total of ten (10) Eurodollar Revolving
Borrowings outstanding.”


Section 3.               Amendment to
Section 2.20. 
Section 2.20(a) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:


“SECTION 2.20.      Increase
of Revolver A Commitments. 
(a) If, prior to and after giving effect to any increase in the
Revolver A Commitments pursuant to this Section 2.20, no
Default, Event of Default or Material Adverse Effect shall have occurred and be
continuing, the Borrower may at any time and from time to time, but in no event
more than one (1) time in any fiscal year, request an increase of the aggregate
Revolver A Commitments by notice to the Administrative Agent in writing of the
amount of such proposed increase (such notice, a “Commitment Increase Notice”);
provided, however, that (i) each such increase shall be at
least $10,000,000, (ii) the cumulative increase in Revolver A Commitments
pursuant to this Section 2.20 shall not exceed $100,000,000,
(iii) the Revolver A Commitment of any Lender may not be increased
without such Lender’s consent, (iv) the aggregate amount of the Lenders’
Revolver A Commitments shall not exceed $341,000,000 and (v) such
proposed increase shall be further conditioned upon the Borrower’s delivery to
the Administrative Agent, who shall distribute such information to the Lenders,
of the following, in each case reasonably acceptable to the Required Lenders,
both in form and substance: (x) reasonable evidence that collateral, in
addition to any and all Collateral securing the Obligations as of the date of
the Commitment Increase Notice, has been acquired, or will be acquired with
Borrowings made in connection with such increase in the Revolver A
Commitments, to secure the full amount of the Obligations, as increased as
contemplated by the Commitment Increase Notice and (y) cash flow
projections, including with respect to such acquired or to be acquired collateral,
which projections shall be prepared in good faith, based on reasonable
assumptions as of the date of the Commitment Increase Notice and if requested
by the Required Lenders, verified by independent third-parties selected by the
Administrative Agent.  Each Lender will
notify the Administrative Agent within fifteen (15) days after receipt of the
evidence described in 



 4
 








clause (v)
immediately above whether or not the additional collateral, and the evidence
thereof, is acceptable to such Lender provided that if such notice is not
received by the Administrative Agent within such time, such Lender shall be
deemed to be satisfied with such evidence. 
If the conditions in clauses (i) through (v) above have been satisfied,
the Administrative Agent shall, within five (5) Business Days after the
Administrative Agent is aware that such conditions have been satisfied, notify
each Lender thereof.  Each Lender
desiring to increase its Revolver A Commitment shall notify the Administrative
Agent in writing no later than fifteen (15) days after receipt by the Lender of
such notice from the Administrative Agent. 
Any Lender that accepts an offer to it by the Borrower to increase its
Revolver A Commitment pursuant to this Section 2.20 shall, in
each case, execute an agreement (a “Commitment Increase Agreement”), in
substantially the form attached hereto as Exhibit B, with the
Borrower and the Administrative Agent, whereupon such Lender shall be bound by
and entitled to the benefits of this Agreement with respect to the full amount
of its Revolver A Commitment as so increased, and the definition of
Revolver A Commitment in Section 1.01 and Schedule 2.01
hereof shall be deemed to be amended to reflect such increase.  Any Lender that does not notify the
Administrative Agent within such period that it will increase its
Revolver A Commitment shall be deemed to have rejected such offer to
increase its Revolver A Commitment. 
No Lender shall have any obligation whatsoever to agree to increase its
Revolver A Commitment.  Any
agreement to increase a Lender’s pro rata share of the increased
Revolver A Commitment shall be irrevocable and shall be effective upon
notice thereof by the Administrative Agent at the same time as that of all
other increasing Lenders.


Section 4.               Amendment to
Schedule 1.01.  Schedule 1.01 to the
Credit Agreement is hereby deleted in its entirety and replaced by Schedule
1.01 attached hereto.


Section 5.               Amendment to
Schedule 2.01.  Schedule 2.01 to the
Credit Agreement is hereby deleted in its entirety and replaced by Schedule
2.01 attached hereto.


Section 6.               Amendment to
Schedule 3.06(b).  Schedule 3.06(b)
to the Credit Agreement is hereby deleted in its entirety and replaced by
Schedule 3.06(b) attached hereto.


Section 7.               Amendment to Schedule 3.24.  Schedule 3.24 to the Credit Agreement is
hereby deleted in its entirety and replaced by Schedule 3.24 attached hereto.


Section 8.               Amendment to
Schedule 5.18.  Schedule 5.18 to the
Credit Agreement is hereby deleted in its entirety and replaced by Schedule
5.18 attached hereto


Section 9.               Re-allocation of
Commitments.  On the Effective Date
there shall either be no Loans outstanding or arrangements satisfactory to the
Administrative Agent shall have been made to prepay all outstanding Loans,
together with accrued interest thereon; 



 5
 








provided, however, that
the Borrower shall not be required to make any payments required under
Section 2.16 of the Credit Agreement in connection with the increase
adjustments in the Commitments as are evidenced by this Third Amendment.  Any prepayment made by the Borrower in
accordance with the preceding sentence of this Section 9 may be made with
the proceeds of an Advance made by each of the Lenders in connection with the
increase and adjustment of the Commitments pursuant to this Section 9.  The Borrower and all Lenders hereby instruct
and irrevocably authorize the Administrative Agent to accept such prepayments,
affect such offsets, and distribute the proceeds of each Loan made by any
Lender on the Effective Date as are necessary to effect the adjustments in the
Commitments as are evidenced by this Third Amendment.


Section 10.             Representations
True; No Default.  The Borrower
represents and warrants that:


(a)           this
Third Amendment has been duly authorized, executed and delivered on its behalf;
the Credit Agreement, as amended hereby, together with the other Loan Documents
to which the Borrower is a party, constitute valid and legally binding
agreements of the Borrower enforceable in accordance with their terms;


(b)           the
representations and warranties of the Borrower contained in Article III of the
Credit Agreement are true and correct in all material respects on and as of the
date hereof as though made on and as of the date hereof except to the extent
such representations and warranties specifically relate to an earlier date, in
which case they were true and correct in all material respects on and as of
such earlier date; and


(c)           no
Default or Event of Default under the Credit Agreement has occurred and is
continuing.


Section 11.             Expenses,
Additional Information.  The Borrower
shall pay to the Administrative Agent all reasonable expenses incurred in
connection with the execution of this Third Amendment, including all reasonable
expenses incurred in connection with any previous negotiation and loan documentation.  The Borrower shall furnish to the
Administrative Agent and Lenders all such other documents, consents and
information relating to the Borrower and each other Loan Party as the
Administrative Agent or any Lender may reasonably require to accomplish the
purposes hereof.


Section 12.             Conditions to
Effectiveness.  This Third Amendment
shall become effective on the date (the “Effective Date”) when, and only
when:


(a)           The
Borrower, the Guarantors, the Administrative Agent and each Lender shall have
executed and delivered to the Administrative Agent a counterpart of this Third
Amendment;


(b)           The
Administrative Agent shall have received resolutions, in form and substance
reasonably satisfactory to the Administrative Agent, of the Borrower and each
Guarantor authorizing the execution, delivery and performance of this Third
Amendment, each such copy being attached to an original certificate of an 



 6
 








authorized
officer of the Borrower and each Guarantor, dated as of the Third Amendment
Closing Date certifying (i) that the resolutions attached thereto are
true, correct and complete copies of resolutions duly adopted by the Borrower
and each Guarantor, as applicable, (ii) that such resolutions constitute all
resolutions adopted with respect to the transactions contemplated hereby, (iii)
that such resolutions have not been amended, modified, revoked or rescinded as
of the Third Amendment Closing Date, (iv) that the articles of organization and
regulations of the Borrower and each Guarantor, as applicable, have not been
amended or otherwise modified since the effective date of the Credit Agreement,
except pursuant to any amendments attached thereto, and (v) as to the
incumbency and signature of the officers of the Borrower and each Guarantor
executing this Third Amendment;


(c)           Each
of the representations and warranties made by the Borrower and each Guarantor
in or pursuant to the Loan Documents shall be true and correct in all material
respects on and as of the Third Amendment Closing Date, except to the extent
such representation and warranties specifically relate to an earlier date,  in which case they were true and correct in
all material respects on and as of such earlier date;


(d)           No
Default or Event of Default shall have occurred and be continuing;


(e)           No
event shall have occurred with respect to the Parent, the Borrower and its
Subsidiaries, taken as a whole, which, in the reasonable opinion of any of the
Lenders, has had, or could reasonably be expected to have, a Material Adverse
Effect;


(f)            The
Administrative Agent shall have received a fully executed copy of that certain
fee letter between the Borrower and the Administrative Agent pertaining to
certain fees and expenses payable by the Borrower to such parties as set forth
in such letter and all fees and other amounts due and payable on or prior to
the Third Amendment Closing Date, including, to the extent invoiced,
reimbursement or payment of all out of pocket expenses required to be
reimbursed or paid by the Borrower hereunder;


(g)           The
Administrative Agent shall have received each of the Security Documents, duly
executed and completed in sufficient number of counterparts for recording, if
necessary, and they shall constitute satisfactory security documentation to
create first priority security interests in the Collateral, (free and clear of
all Liens, other than Liens permitted by Section 6.02 of the Credit Agreement);


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


(i)            Uniform
Commercial Code Financing Statements (Form UCC-1) and such evidence of filing
or arrangements for filing as may be acceptable to the Administrative Agent,
naming the relevant Loan Party as the debtor and the Administrative Agent as
the secured party, or other similar instruments



 7
 








or documents,
filed or to be filed under the Uniform Commercial Code of all jurisdictions as
may be necessary or, in the opinion of the Administrative Agent, desirable to
perfect the security interest of the Administrative Agent pursuant to the
Security Documents;


(ii)           certified
copies of Uniform Commercial Code Requests for Information or Copies (Form
UCC-11), or a similar search report certified by a party acceptable to the
Administrative Agent, dated a date reasonably near to the Effective Date,
listing all effective financing statements which name any Loan Party (under its
present name and any previous names) as the debtor and which are filed in the
jurisdictions in which filings of any Security Documents are made pursuant to
this Agreement, together with copies of such financing statements none of which
(other than those (i) securing the Obligations, if such Form UCC-11 or search
report, as the case may be, is current enough to list such financing
statements, or (ii) that are terminated as of the Effective Date or within a
time frame otherwise acceptable to the Administrative Agent) shall cover any
Collateral described in the Security Documents; and


(iii)          copies of tax Lien
searches for each jurisdiction in which a Security Document is filed or
recorded pursuant to this Agreement, certified by a party acceptable to the
Administrative Agent, listing all tax Liens imposed on any Loan Party or any of
its assets (none of which shall cover any Collateral described in the Security
Documents);


(i)            The
Administrative Agent shall have received, and be satisfied with, the title
information with respect to the Collateral and shall, in its sole and absolute
discretion, be satisfied with the status of title to the Collateral;


(j)            The
Administrative Agent or any Lender or counsel to the Administrative Agent shall
receive such other instruments or documents as they may reasonably request;


(k)           The
Administrative Agent shall have received a favorable written opinion (addressed
to the Administrative Agent and the Lenders and dated the Effective Date) of
McAfee & Taft, counsel for the Borrower, relating to the Parent, the
Borrower and its Subsidiaries, this Third Amendment and the Transactions and
any other matters as any Lender shall reasonably request.  The Borrower hereby requests such counsel to
deliver such opinion;


(l)            The
Administrative Agent shall have received a favorable written opinion (addressed
to the Administrative Agent and the Lenders and dated the Effective Date) of
Vinson & Elkins LLP, outside counsel for the Borrower, relating to certain
of the Loan Parties and any other matters as any Lender shall reasonably
request.  The Borrower hereby requests
such counsel to deliver such opinion;



 8
 








(m)          The
Administrative Agent shall have received favorable written opinions (addressed
to the Administrative Agent and the Lenders and dated the Effective Date) of
each local counsel of the Borrower approved by the Administrative Agent, for
each state where any portion of the Collateral is located, relating to the
enforceability of the Security Documents in such state and any other matters as
any Lender shall reasonably request;


(n)           The
Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of the Borrower, the Guarantors, the
Parent and the General Partner, the authorization of the Transactions and any
other legal matters relating to the Borrower, the Guarantors, Parent and the
General Partner, this Third Amendment, the Credit Agreement or the
Transactions, all in form and substance satisfactory to the Administrative
Agent and its counsel; and


(o)           The
Administrative Agent shall have received a certificate, dated the Effective
Date and signed by the President, a Vice President or a Financial Officer of
the Borrower, confirming compliance with the conditions set forth in paragraphs
(a) and (b) of Section 4.02 of the Credit Agreement.


The Administrative Agent shall notify the Borrower and
the Lenders of the Effective Date upon the satisfaction of all of the foregoing
conditions, and such notice shall be conclusive and binding.  Notwithstanding the foregoing, the rights and
obligations of the parties hereunder shall not become effective unless each of
the foregoing conditions is satisfied (or waived pursuant to Section 9.02 of
the Credit Agreement) at or prior to 3:00 p.m. Oklahoma City, Oklahoma time, on
July 13, 2007 (and, in the event such conditions are not so satisfied or
waived, this Third Amendment shall be null and void and of no further force and
effect.


Section 13.             Miscellaneous
Provisions.


(a)           From
and after the execution and delivery of this Third Amendment, the Credit
Agreement shall be deemed to be amended and modified as herein provided, and
except as so amended and modified the Credit Agreement shall continue in full
force and effect.


(b)           The
Credit Agreement, the First Amendment, the Second Amendment and this Third
Amendment shall be read and construed as one and the same instrument.


(c)           Any
reference in any of the Loan Documents to the Credit Agreement shall be a
reference to the Credit Agreement as amended by the First Amendment, the Second
Amendment and this Third Amendment.


(d)           This
Third Amendment shall be construed in accordance with and governed by the laws
of the State of Oklahoma and of the United States of America.


(e)           This
Third Amendment may be signed in any number of counterparts and by different
parties in separate counterparts and may be in original or facsimile form, 



 9
 








each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument.


(f)            The
headings herein shall be accorded no significance in interpreting this Third
Amendment.


Section 14.             Binding Effect.   This
Third Amendment shall be binding upon and inure to the benefit of the Borrower,
Lenders and the Administrative Agent and their respective successors and
assigns, except that the Borrower shall not have the right to assign its rights
hereunder or any interest herein except as contemplated by the Credit Agreement.


[The remainder of this page intentionally
left blank.]



 10















IN WITNESS WHEREOF, the parties have caused this Third
Amendment to be executed by their respective duly authorized officers on the
Third Amendment Closing Date, to be effective as of the Effective Date.


 


	
  

  	
  HILAND
  OPERATING, LLC,

  
	
   

  	
  a Delaware
  limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ken Maples

  
	
   

  	
   

  	
  Name:

  	
  Ken Maples

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, 

  Vice President - Finance and Secretary

  
	
   

  	
   

  	
   

  	
   

  
					



 













 


	
  

  	
  MIDFIRST
  BANK,

  
	
   

  	
  in its capacity
  as the Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P. Boggs

  
	
   

  	
   

  	
       James P. Boggs

  
	
   

  	
   

  	
       Senior Vice President

  
	
   

  	
  Address:

  
	
   

  	
  MidFirst Bank

  
	
   

  	
  MidFirst Plaza

  
	
   

  	
  501 N.W. Grand Blvd.,
  Suite 100

  
	
   

  	
  Oklahoma City, Oklahoma
  73118

  
	
   

  	
  Attention:  James P. Boggs

  
	
   

  	
  Telephone No.: (405)
  767-7115

  
	
   

  	
  Telecopy No.:  (405) 767-7120

  
	
   

  	
  e-mail:  james.boggs@midfirst.com

  
				



 













 


	
  

  	
  MIDFIRST
  BANK,

  
	
   

  	
  in its capacity
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P. Boggs

  
	
   

  	
   

  	
       James P. Boggs

  
	
   

  	
   

  	
       Senior Vice President

  
	
   

  	
  Address:

  
	
   

  	
  MidFirst Bank

  
	
   

  	
  MidFirst Plaza

  
	
   

  	
  501 N.W. Grand Blvd.,
  Suite 100

  
	
   

  	
  Oklahoma City, Oklahoma
  73118

  
	
   

  	
  Attention:  James P. Boggs

  
	
   

  	
  Telephone No.: (405)
  767-7115

  
	
   

  	
  Telecopy No.: (405)
  767-7120

  
	
   

  	
  e-mail:  james.boggs@midfirst.com

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Morgan Mongold

  
	
   

  	
   

  	
       Morgan Mongold

  
	
   

  	
   

  	
       Lending Officer

  
	
   

  	
   

  
	
   

  	
  Telephone No.: (405)
  767-7104

  
	
   

  	
  e-mail:  morgan.mongold@midfirst.com

  
				



 













 


	
  

  	
  BANK
  OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen T. Hoffman

  
	
   

  	
  Name:

  	
  Stephen T. Hoffman

  
	
   

  	
  Title:

  	
  Managing Director

  
						



 













 


	
  

  	
  SOCIETE
  GENERALE

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elena Robciuc

  
	
   

  	
  Name:

  	
   Elena Robciuc

  
	
   

  	
  Title:

  	
   Director

  
						



 













 


	
  

  	
  BANK
  OF SCOTLAND

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karen Weich

  
	
   

  	
  Name:

  	
   Karen Weich

  
	
   

  	
  Title:

  	
   Vice President

  
						



 













 


	
  

  	
  FORTIS
  CAPITAL CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Montgomery

  
	
   

  	
  Name:

  	
  David Montgomery

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deirdre Sanborn

  
	
   

  	
  Name:

  	
  Deirdre Sanborn

  
	
   

  	
  Title:

  	
  Senior Vice President

  
					



 













 


	
  

  	
  COMPASS
  BANK

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kathleen J. Bowen

  
	
   

  	
  Name:

  	
   Kathleen J. Bowen

  
	
   

  	
  Title:

  	
   Senior Vice President

  
						



 













 


	
  

  	
  U.S.
  BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tyler Fauerbach

  
	
   

  	
  Name:

  	
   Tyler Fauerbach

  
	
   

  	
  Title:

  	
   Vice President

  
						



 













 


	
  

  	
  BANK
  OF OKLAHOMA

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mike Weatherholt

  
	
   

  	
  Name:

  	
   Mike
  Weatherholt

  
	
   

  	
  Title:

  	
   Officer

  
						



 













ANNEX A


 


ACKNOWLEDGMENT
OF GUARANTORS