exv10w4





Exhibit 10.4


EXECUTION COPY


AMENDMENT NO. 4




and




SCHEDULED DETERMINATION

OF THE BORROWING BASE




dated as of April 4, 2008




to the CREDIT AGREEMENT




dated as of November 21, 2006




among




SANDRIDGE ENERGY, INC.

as the Borrower,




BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender and L/C Issuer




and




The Other Lenders Party Thereto




BANC OF AMERICA SECURITIES LLC,

Sole Lead Arranger and Sole Book Manager




 









 





EXECUTION COPY


AMENDMENT NO. 4 AND

SCHEDULED DETERMINATION OF THE BORROWING BASE




     AMENDMENT AND SCHEDULED DETERMINATION (this “Amendment”) dated as of April 4, 2008 under the
Credit Agreement dated as of November 21, 2006 (as amended, restated, supplemented, or otherwise
modified from time to time, the “Credit Agreement”) among SANDRIDGE ENERGY, INC., a Delaware
corporation (f/k/a Riata Energy, Inc.) (the “Borrower”), each LENDER from time to time party
thereto and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), Swing
Line Lender and L/C Issuer.



     WHEREAS, the parties hereto desire to amend the Credit Agreement as set forth herein; and



     WHEREAS, the Administrative Agent proposes to increase the Borrowing Base amount in accordance
with the Scheduled Determination procedure set forth in Section 2.05 of the Credit Agreement;



     NOW, THEREFORE, the parties hereto agree as follows:



     SECTION 1. Defined Terms. Unless otherwise specifically defined herein, each term used
herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit
Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar
reference and each reference to “this Agreement” and each other similar reference contained in the
Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as
amended hereby.



     SECTION 2. Amendments to the Credit Agreement. The Credit Agreement is hereby amended as
follows:



     (a) Section 1.01 of the Credit Agreement is amended by deleting the definition of “Guarantors”
in its entirety and by substituting in lieu thereof the new definition of “Guarantors” to read in
its entirety as follows:




     “Guarantors” means, collectively, (i) SandRidge Holdings, Inc., SandRidge
Exploration and Production, LLC (f/k/a NEG Operating LLC), SandRidge Onshore, LLC (f/k/a
National Onshore LP), SandRidge Offshore, LLC (f/k/a National Offshore LP), SandRidge
Midstream Inc. (f/k/a ROC Gas Company), SandRidge Operating Company (f/k/a Alsate
Management and Investment Company), Integra Energy, L.L.C., and SandRidge Tertiary, LLC,
(f/k/a Petrosource Production Company, LP) and (ii) each Person which becomes a Guarantor
after the Closing Date pursuant to Section 6.12.



 









 





     (b) Section 2.03(g) of the Credit Agreement is amended by replacing the reference to “2.05”
contained in the sixth line thereof with “2.06”.



     (c) Section 2.05(b)(ii) of the Credit Agreement is amended by replacing the words “the
Borrower may request the Lenders to make additional determinations of the Borrowing Base (x) twice
during the twelve months following the Closing Date and (y) thereafter once during each twelve
month interval between Scheduled Determinations” contained in the first four lines thereof with the
words “the Borrower may request the Lenders to make additional determinations of the Borrowing Base
twice during any twelve month interval between Scheduled Determinations”.



     (d) Section 6.12(b) of the Credit Agreement is amended by replacing the reference to “6.12(c)”
contained in the tenth line thereof with “6.12(b)”.



     (e) Section 7.03(b) of the Credit Agreement is amended by replacing the dollar amount
“$1,200,000,000” contained therein with the dollar amount “$1,000,000,000”.



     (f) Section 7.03 of the Credit Agreement is amended by deleting the word “and” at the end of
clause (l), by replacing “.” at the end of clause (m) with “; and”, and by adding a new clause (n)
thereto that reads in its entirety as follows:




     “(n) other unsecured Indebtedness not permitted by the previous clauses in an
aggregate principal amount not to exceed $750,000,000 at any time outstanding; provided
that such Indebtedness (A) requires no scheduled amortization prior to the 6th
anniversary of the Closing Date and (B) is otherwise on market terms and conditions; and
provided further that during any period in which the aggregate principal amount of any
such outstanding unsecured Indebtedness permitted by this subsection (n) exceeds
$400,000,000, the Borrowing Base shall automatically be reduced by 30% of the amount of
such excess.



     (g) Section 10.06(b)(iv) of the Credit Agreement is amended by inserting after the words “a
processing and recordation fee” contained in the third line thereof the following words: “payable
by the assignor (subject to Section 10.13(a)) directly to the Administrative Agent”.



     SECTION 3. Release of Guarantee. Lariat is hereby released from any obligations as a
Guarantor under the Guaranty to the extent assumed by Lariat as the surviving party of the merger
of Lariat Compression Company with and into Lariat.



     SECTION 4. Proposal to Increase the Borrowing Base. Based on the Engineering Report and
other information concerning the businesses and properties of the Borrower and its Subsidiaries
(including their Oil and Gas



2









 




Properties and the reserves and production relating thereto) received pursuant to Sections
2.05(b)(i) and 6.01(d) of the Credit Agreement by the Administrative Agent from the Borrower, the
Administrative Agent, pursuant to Sections 2.05(b)(i) and 2.05(b)(iii) of the Credit Agreement,
hereby proposes to the Lenders for their approval to increase the amount of the Borrowing Base from
$700,000,000 to $1,200,000,000.




     SECTION 5. Approval by Lenders. In accordance with Section 2.05(b)(iii) of the Credit
Agreement, the undersigned Lenders hereby approve the new amount of the Borrowing Base as proposed
by the Administrative Agent under Section 3 above.



     SECTION 6. Increase in Aggregate Commitments.



     (a) On the effective date of the increase of the Borrowing Base pursuant to this Amendment,
(i) the Aggregate Commitments shall be increased from $750,000,000 to $1,750,000,000, (ii) each
Person listed on the signature pages hereof which is not a party to the Agreement (a “New Lender”)
shall become a Lender party to the Agreement and (iii) the Commitment and Applicable Percentage of
each Lender shall be reset and shall equal to such amounts and percentages set forth opposite such
Lender’s name on Schedule A attached hereto (such Commitments and Applicable Percentages as so
reset, the “Reset Commitments”).



     (b) On the effective date of the Reset Commitments pursuant to this Amendment:




     (i) Committed Loans outstanding on such effective date shall be reallocated among the
Lenders by way of assignment and assumption in accordance with Section 7 hereof, such that
all outstanding Committed Loans are held by the Lenders in proportion to their respective
Reset Commitments; and




     (ii) the participations in all outstanding Letters of Credit shall be determined such
that all L/C Obligations are held by the Lenders in proportion to their respective Reset
Commitments.



     (c) For the avoidance of doubt, Section 6(b) and Section 7 are intended to effect a
reallocation of the outstanding Loans in accordance with the Reset Commitments, and nothing in this
Amendment shall be deemed to constitute a novation of the credit facility under the Credit
Agreement or of the Loans thereunder, and shall not impair in any respect any Lien securing the
Obligations.



     SECTION 7. Assignment and Assumption.



     (a) On and effective as of the Effective Date (and subject to the conditions set forth in
Section 13(b)) (A) each Lender with an amount opposite its



3









 




name under the column “Assigned Amount” on Schedule A (each such Lender, an “Assignor” and
each such amount, the “Assigned Amount”) hereby irrevocably assigns and sells to Assignees (as
defined below) an amount of its Loans equal to the Assigned Amount and (B) each Lender with an
amount opposite its name under the column “Assumed Amount” on Schedule A (each such Lender, an
“Assignee” and each such amount, the “Assumed Amount”) hereby severally irrevocably purchases and
assumes an amount of Loans from Assignors in an aggregate amount for all assumptions made by each
Assignee equal to its Assumed Amount.




     (b) Each Assignor hereby makes the representations and warranties that are provided for in
Section 1.1 of the Standard Terms and Conditions to the form Assignment & Acceptance set forth in
Exhibit E of the Credit Agreement with respect to its Assigned Amount (as though it were the
“Assigned Interest” thereunder). Each Assignee hereby makes such representations and warranties
that are provided for in Section 1.2 of the Standard Terms and Conditions to the form Assignment &
Acceptance set forth in Exhibit E of the Credit Agreement with respect to its Assumed Amount (as
though it were the “Assigned Interest” thereunder). Each of the parties to this Amendment agrees
that the assignments and assumptions provided for in this Section 7 comply with the requirements
for an assignment and assumption of Loans under Section 10.06 of the Credit Agreement,
notwithstanding the formal requirements set forth therein, and that the processing and recordation
fee provided for in Section 10.06(b)(iv) of the Credit Agreement shall not be payable.



     (c) Not later than 12:00 Noon (Dallas time) on the Effective Date, each Assignee shall make
available the full amount of its Assumed Amount in Federal or other funds immediately available in
New York City, to the Administrative Agent at its address specified in or pursuant to Section 10.02
of the Credit Agreement. Unless the Administrative Agent determines that any applicable condition
specified in Section 13(b) has not been satisfied, the Administrative Agent will make the funds so
received from the Assignees available to the Assignors, as consideration for and in ratable
proportion to their respective Assigned Amounts.



     SECTION 8. Fee. On the Effective Date, the Borrower shall pay to the Administrative Agent
for the account of each Lender with an Exposure Increase (as defined below) a fee equal to (i) for
each Lender with an Exposure Increase of $25,000,000 or more, 0.20% of such Lender’s Exposure
Increase and (ii) for each Lender with an Exposure Increase of less than $25,000,000, 0.15% of such
Lender’s Exposure Increase. As used above, the “Exposure Increase” of any Lender is the amount (if
any) by which (x) such Lender’s Applicable Percentage multiplied by the Borrowing Base, in each
case determined immediately after giving effect to any changes thereto on the Effective Date
exceeds (y) such Lender’s Applicable Percentage multiplied by the Borrowing Base, in each case
determined immediately before the Effective Date.



4










 





     SECTION 9. Reaffirmation of Guarantee and Security. Each Loan Party (i) consents to this
Amendment, (ii) affirms that (A) the terms of the Guaranty guarantee, and shall continue to
guarantee, all of the Obligations and (B) the terms of the Security Agreement secure, and shall
continue to secure, all of the Obligations, in each case after giving effect to this Amendment and
(iii) acknowledges and agrees that after giving effect to this Amendment, the Guaranty, the
Security Agreement and all other Loan Documents are, and shall continue to be, in full force and
effect, unimpaired or affected in any respect by this Amendment and the transactions contemplated
hereby, and are hereby ratified in all respects.



     SECTION 10. Representations of the Borrower. The Borrower represents and warrants that,
both before and immediately after giving effect to this Amendment in whole or in part pursuant to
Section 9 hereof, (i) the representations and warranties set forth in Article V of the Credit
Agreement will be true and correct and (ii) no Default will have occurred and be continuing.



     SECTION 11. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York.



     SECTION 12. Counterparts. This Amendment may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures thereto and hereto were
upon the same instrument. Delivery of an executed counterpart of a signature page of this
Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this
Agreement.



     SECTION 13. Effectiveness.



     (a) The amendments to the Credit Agreement set forth in Section 2, the release of the
Guarantee pursuant to Section 3 and reaffirmation of the guaranty and security pursuant to Section
9 of this Amendment shall become effective on and as of the date hereof provided that the
Administrative Agent shall have received counterparts hereof signed by each of the Required Lenders
and each Loan Party.



     (b) The increase in the amount of the Borrowing Base and the Aggregate Commitments pursuant to
Sections 4 through 6 and other amendments and transactions contemplated by Sections 4 through 8 of
this Amendment, shall become effective on and as of the date hereof (the “Effective Date”),
provided that the Administrative Agent shall have received the following, each of which shall be
originals or telecopies (followed promptly by originals) unless otherwise specified, each properly
executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in
the case of certificates of governmental officials, a recent date before the Effective Date) and
each in form and substance satisfactory to the Administrative Agent:



5









 






     (i) counterparts hereof duly executed by each of the Lenders (including each New
Lender) and each Loan Party;




     (ii) such certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Loan Party as the Administrative Agent
may reasonably require evidencing the identity, authority and capacity of each Responsible
Officer thereof authorized to act as a Responsible Officer in connection with this
Amendment and the other Loan Documents to which such Loan Party is a party or is to be a
party;




     (iii) such documents and certifications as the Administrative Agent may reasonably
require to evidence that each Loan Party is duly organized or formed, and is validly
existing, in good standing and qualified to engage in business in each jurisdiction where
its ownership, lease or operation of properties or the conduct of its business requires
such qualification, except to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect;




     (iv) a favorable opinion of Vinson and Elkins LLP, counsel to the Loan Parties,
addressed to the Administrative Agent and each Lender, as to the matters set forth in the
opinion letter of Vinson & Elkins LLP dated November 21, 2006, delivered in connection
with the Credit Agreement, in each case after giving effect to this Amendment and the
transactions contemplated hereby;




     (v) a certificate of a Responsible Officer of each Loan Party either (A) attaching
copies, or an exhibit, of all consents, licenses and approvals required in connection with
the execution, delivery and performance by such Loan Party and the validity against such
Loan Party of the Loan Documents to which it is a party, and such consents, licenses and
approvals shall be in full force and effect, or (B) stating that no such consents,
licenses or approvals are so required;




     (vi) a certificate signed by a Responsible Officer of the Borrower certifying (A)
that the conditions specified in Sections 4.02(b) and (c) of the Credit Agreement have
been satisfied and (B) that there has been no event or circumstance since December 31,
2007 that has had or could be reasonably expected to have, either individually or in the
aggregate, a Material Adverse Effect;




     (vii) certificates attesting to the Solvency of each Loan Party before and after
giving effect to this Amendment and the incurrence of indebtedness under the Credit
Agreement, from its chief financial officer;



6









 






     (viii) such other certificates, documents, or opinions as the Administrative Agent,
the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require; and




     (ix) evidence that any fees required to be paid on or before the Effective Date shall
have been paid.



     SECTION 14. Post-Effectiveness Condition. Within 30 days of the Effective Date, the Borrower
shall deliver, each in form and substance satisfactory to the Administrative Agent:




     (i) evidence that counterparts of all necessary amendments to Mortgages as well as
all affidavits regarding the change in the name and organization of the mortgagors have
been duly executed, acknowledged and delivered and have been duly filed or recorded in all
filing or recording offices that the Administrative Agent may deem necessary in order to
preserve a valid first and subsisting Lien (subject to Permitted Liens) on the property
described therein in favor of the Administrative Agent for the benefit of the Secured
Parties and that all filing, documentary, stamp, intangible and recording taxes and fees
have been paid; and




     (ii) evidence that all other action that the Administrative Agent may reasonably deem
necessary or desirable in order to preserve valid first and subsisting Liens (subject to
Permitted Liens) on the property described in the Mortgages has been taken.



     Failure to timely perform the obligations under Section 14 shall give rise to an Event of
Default under the Credit Agreement.



[Signature Pages Follow]




7









 








     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.


Proposed, Consented to and Accepted by:




ADMINISTRATIVE AGENT




BANK OF AMERICA, N.A.,



as Administrative Agent,

L/C Issuer and Swing Line Lender




	 	 	 	 	 
	By:
	 	/s/ Renita Cummings	 	 
	 

	 	 	 	 
	 
	 	Name: Renita Cummings	 	 
	 

	 	Title: Assistant Vice President	 	 






	 	 	 	 	 
	 	Approved by:



LENDERS



BANK OF AMERICA, N.A., as Lender

 	 
	 	By:  	/s/ Christen A. Lacey	 
	 	 	Name: Christen A. Lacey
	 	 	Title: Principal
	 
	 	UNION BANK OF CALIFORNIA, N.A.

 	 
	 	By:  	/s/ Whitney Randolph	 
	 	 	Name: Whitney Randolph
	 	 	Title: Assistant Vice President
	 
	 	ROYAL BANK OF CANADA

 	 
	 	By:  	/s/ Don J. McKinnerney	 
	 	 	Name: Don J. McKinnerney
	 	 	Title: Authorized Signatory



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BARCLAYS BANK PLC

 	 
	 	By:  	/s/ Joseph Gyurindak	 
	 	 	Name: Joseph Gyurindak
	 	 	Title: Director
	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH

 	 
	 	By:  	/s/ Vanessa Gomez	 
	 	 	Name: Vanessa Gomez
	 	 	Title: Director
	 
	 	 	 
	 	By:  	/s/ Nupur Kumar	 
	 	 	Name: Nupur Kumar
	 	 	Title:  Associate
	 
	 	BANK OF OKLAHOMA, N.A.

 	 
	 	By:  	/s/ Mike Weatherholt	 
	 	 	Name: Mike Weatherholt
	 	 	Title: Assistant Vice President
	 
	 	COMERICA BANK

 	 
	 	By:  	/s/ Peter L. Sefzik	 
	 	 	Name: Peter L. Sefzik
	 	 	Title: Vice President
	 
	 	THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/ David G. Mills	 
	 	 	Name: David G. Mills
	 	 	Title: Director
	 




 











 





	 	 	 	 	 
	 	SUN TRUST BANK

 	 
	 	By:  	/s/ Carmen Malizia	 
	 	 	Name: Carmen Malizia
	 	 	Title: Vice President
	 
	 	THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By:  	/s/ Scott L. Joyce	 
	 	 	Name: Scott L. Joyce	 	 
	 	 	Title: Senior Vice President	 	 
	 
	 	BMO CAPITAL MARKETS FINANCING, INC.

 	 
	 	By:  	/s/ Mary Lou Allen	 
	 	 	Name: Mary Lou Allen
	 	 	Title: Vice President
	 
	 	AMARILLO NATIONAL BANK

 	 
	 	By:  	
 	 
	 	 	Name: 
	 	 	Title: 
	 
	 	MIDFIRST BANK

 	 
	 	By:  	/s/ James P. Boggs	 
	 	 	Name: James P. Boggs
	 	 	Title: Senior Vice President
	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Kathryn A. Gaiter	 
	 	 	Name: Kathryn A. Gaiter
	 	 	Title: Vice President



 









 






	 	 	 	 	 
	 	WELLS FARGO BANK, NA

 	 
	 	By:  	/s/ Dustin S. Hansen	 
	 	 	Name: Dustin S. Hansen
	 	 	Title: Vice President
	 
	 	BANK OF SCOTLAND

 	 
	 	By:  	/s/ Karen Weich	 
	 	 	Name: Karen Weich
	 	 	Title: Vice President
	 
	 	BNP PARIBAS

 	 
	 	By:  	/s/ Betsy Jocher	 
	 	 	Name: Betsy Jocher
	 	 	Title: Director
	 
	 	By:  	/s/ Richard Hawthorne	 
	 	 	Name: Richard Hawthorne
	 	 	Title: Vice President
	 
	 	ALLIED IRISH BANKS P.L.C.

 	 
	 	By:  	/s/ Robert F. Moyle	 
	 	 	Name: Robert F. Moyle
	 	 	Title: Senior Vice President
	 
	 	By:  	/s/ Vaughn Buck	 
	 	 	Name: Vaughn Buck
	 	 	Title: Director
	 
	 	FORTIS CAPITAL CORP.

 	 
	 	By:  	/s/ Michele Jones	 
	 	 	Name: Michele Jones
	 	 	Title: Director
	 
	 	By:  	/s/ Darrell Holley	 
	 	 	Name: Darrell Holley
	 	 	Title: Managing Director
	 
	 	CALYON NEW YORK BRANCH

 	 
	 	By:  	/s/ Sharada Manne	 
	 	 	Name: Sharada Manne
	 	 	Title: Director
	 
	 	By:  	/s/ Dennis E. Petito	 
	 	 	Name: Dennis E. Petito
	 	 	Title: Managing Director



 









 






	 	 	 	 	 
	 	MORGAN STANLEY BANK

 	 
	 	By:  	/s/ Daniel Twenge	 
	 	 	Name: Daniel Twenge
	 	 	Title: Authorized Signatory
	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS

 	 
	 	By:  	/s/ Marcus M. Tarkington	 
	 	 	Name: Marcus M. Tarkington
	 	 	Title: Director
	 
	 	 	 
	 	By:  	/s/ Dusan Lazaroy	 
	 	 	Name: Dusan Lazaroy
	 	 	Title: Vice President
	 
	 	SUMITOMO MITSUI BANKING CORPORATION

 	 
	 	By:  	/s/ Masakazu Hasegawa	 
	 	 	Name: Masakazu Hasegawa
	 	 	Title: Joint General Manager
	 
	 	COMPASS BANK

 	 
	 	By:  	/s/ Kathleen J. Bowen	 
	 	 	Name: Kathleen J. Bowen
	 	 	Title: Senior Vice President
	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ Brian Orlando	 
	 	 	Name: Brian Orlando
	 	 	Title: Vice President



 









 






	 	 	 	 	 
	 	GOLDMAN SACHS BANK USA

 	 
	 	By:  	/s/ Mark Walton	 
	 	 	Name: Mark Walton
	 	 	Title: Authorized Signatory
	 
	 	STERLING BANK

 	 
	 	By:  	/s/ Melissa A. Bauman	 
	 	 	Name: Melissa A. Bauman
	 	 	Title: Senior Vice President



 









 






	 	 	 	 	 
	 	LOAN PARTIES


SANDRIDGE ENERGY, INC.

 	 
	 	By:  	/s/ Tom L. Ward	 
	 	 	Name: Tom L. Ward
	 	 	Title: President and Chief Executive Officer
	 
	 	SANDRIDGE HOLDINGS, INC.

 	 
	 	By:  	/s/ Tom L. Ward	 
	 	 	Name: Tom L. Ward
	 	 	Title: President and Chief Executive Officer
	 
	 	SANDRIDGE EXPLORATION AND PRODUCTION, LLC (F/K/A NEG OPERATING LLC)

 	 
	 	By:  	/s/ Tom L. Ward	 
	 	 	Name: Tom L. Ward
	 	 	Title: President and Chief Executive Officer
	 
	 	SANDRIDGE ONSHORE, LLC (F/K/A NATIONAL ONSHORE LP)

 	 
	 	By:  	/s/ Tom L. Ward	 
	 	 	Name: Tom L. Ward
	 	 	Title: President and Chief Executive Officer
	 
	 	SANDRIDGE OFFSHORE, LLC (F/K/A NATIONAL OFFSHORE LP)

 	 
	 	By:  	/s/ Tom L. Ward	 
	 	 	Name: Tom L. Ward
	 	 	Title: President and Chief Executive Officer



 









 






	 	 	 	 	 
	 	SANDRIDGE MIDSTREAM INC. (F/K/A ROC GAS COMPANY)

 	 
	 	By:  	/s/ Tom L. Ward	 
	 	 	Name: Tom L. Ward
	 	 	Title: Chief Executive Officer
	 
	 	SANDRIDGE OPERATING COMPANY (F/K/A ALSATE MANAGEMENT AND INVESTMENT COMPANY)

 	 
	 	By:  	/s/ Tom L. Ward	 
	 	 	Name: Tom L. Ward
	 	 	Title: President and Chief Executive Officer
	 
	 	INTEGRA ENERGY, L.L.C.

 	 
	 	By:  	/s/ Tom L. Ward	 
	 	 	Name: Tom L. Ward
	 	 	Title: President and Chief Executive Officer
	 
	 	SANDRIDGE TERTIARY, LLC, (F/K/A PETROSOURCE PRODUCTION COMPANY, LP)

 	 
	 	By:  	/s/ Tom L. Ward	 
	 	 	Name: Tom L. Ward
	 	 	Title: Chief Executive Officer



 









 






	 	 	 	 	 



SCHEDULE A




COMMITMENTS

AND APPLICABLE PERCENTAGES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Applicable	 	Borrowing	 	 	Assigned	 	 	Assumed	 
	Lender	 	Commitment	 	 	 	Percentage	 	Base	 	 	Amount	 	 	Amount	 
	Bank of America, N.A.
	 	$	110,450,520.84	 	 	 	6.311458334	%	 	$	75,737,500	 	 	 	 	 	 	$	65,647.31	 
	Barclays Bank PLC
	 	$	110,450,520.83	 	 	 	6.311458333	%	 	$	75,737,500	 	 	 	 	 	 	$	65,647.37	 
	The Royal Bank of Scotland plc
	 	$	110,450,520.83	 	 	 	6.311458333	%	 	$	75,737,500	 	 	 	 	 	 	$	5,051,807.91	 
	Union Bank of California, N.A.
	 	$	110,450,520.83	 	 	 	6.311458333	%	 	$	75,737,500	 	 	 	 	 	 	$	65,647.37	 
	Wells Fargo Bank, N.A.
	 	$	110,450,520.83	 	 	 	6.311458333	%	 	$	75,737,500	 	 	 	 	 	 	$	2,615,647.37	 
	BNP Paribas
	 	$	90,416,666.67	 	 	 	5.166666667	%	 	$	62,000,000	 	 	 	 	 	 	$	2,132,589.16	 
	Calyon New York Branch
	 	$	90,416,666.67	 	 	 	5.166666667	%	 	$	62,000,000	 	 	$	303,571.38	 	 	 	 	 
	Fortis Capital Corp.
	 	$	90,416,666.67	 	 	 	5.166666667	%	 	$	62,000,000	 	 	$	303,571.38	 	 	 	 	 
	JPMorgan Chase Bank, N.A.
	 	$	90,416,666.67	 	 	 	5.166666667	%	 	$	62,000,000	 	 	 	 	 	 	$	13,175,000.00	 
	The Bank of Nova Scotia
	 	$	80,208,333.33	 	 	 	4.583333333	%	 	$	55,000,000	 	 	 	 	 	 	$	645,089.16	 
	Compass Bank
	 	$	80,208,333.33	 	 	 	4.583333333	%	 	$	55,000,000	 	 	 	 	 	 	$	11,687,500.00	 
	Deutsche Bank Trust Company
Americas
	 	$	80,208,333.33	 	 	 	4.583333333	%	 	$	55,000,000	 	 	 	 	 	 	$	645,089.16	 
	Credit Suisse
	 	$	64,166,666.67	 	 	 	3.666666667	%	 	$	44,000,000	 	 	$	6,678,571.38	 	 	 	 	 
	Royal Bank of Canada
	 	$	64,166,666.67	 	 	 	3.666666667	%	 	$	44,000,000	 	 	$	6,678,571.38	 	 	 	 	 
	U.S. Bank National Association
	 	$	58,333,333.33	 	 	 	3.333333333	%	 	$	40,000,000	 	 	$	4,978,571.38	 	 	 	 	 
	Bank of Scotland
	 	$	53,958,333.33	 	 	 	3.083333333	%	 	$	37,000,000	 	 	$	5,616,071.38	 	 	 	 	 
	Allied Irish Banks P.L.C.
	 	$	51,041,666.67	 	 	 	2.916666667	%	 	$	35,000,000	 	 	$	3,604,910.84	 	 	 	 	 
	Sun Trust Bank
	 	$	51,041,666.67	 	 	 	2.916666667	%	 	$	35,000,000	 	 	$	3,604,910.84	 	 	 	 	 
	BMO Capital Markets Financing, Inc.
	 	$	44,205,729.17	 	 	 	2.526041667	%	 	$	30,312,500	 	 	$	4,601,004.59	 	 	 	 	 
	Bank of Oklahoma, N.A.
	 	$	36,458,333.33	 	 	 	2.083333333	%	 	$	25,000,000	 	 	$	1,973,214.16	 	 	 	 	 
	Comerica Bank
	 	$	36,458,333.33	 	 	 	2.083333333	%	 	$	25,000,000	 	 	$	5,729,910.84	 	 	 	 	 
	Sterling Bank
	 	$	36,458,333.33	 	 	 	2.083333333	%	 	$	25,000,000	 	 	 	 	 	 	$	5,312,500.00	 
	Sumitomo Mitsui Banking Corporation
	 	$	36,458,333.33	 	 	 	2.083333333	%	 	$	25,000,000	 	 	 	 	 	 	$	5,312,500.00	 
	MidFirst Bank
	 	$	29,166,666.67	 	 	 	1.666666667	%	 	$	20,000,000	 	 	$	3,035,714.16	 	 	 	 	 
	Morgan Stanley Bank
	 	$	29,166,666.67	 	 	 	1.666666667	%	 	$	20,000,000	 	 	$	303,571.10	 	 	 	 	 
	Goldman Sachs Bank USA
	 	$	4,375,000.00	 	 	 	0.250000000	%	 	$	3,000,000	 	 	 	 	 	 	$	637,500.00	 
	Total:
	 	$	1,750,000,000	 	 	 	100.000000000	%	 	$	1,200,000,000	 	 	$	47,412,164.81	 	 	$	47,412,164.81