exv10w1






Exhibit 10.1




FIFTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT




     This Fifth Amendment to Amended and Restated Credit Agreement (this “Fifth
Amendment”), dated as of May 16, 2008 (the “Effective Date”), is by and among DELTA
PETROLEUM CORPORATION, a Delaware corporation (“Borrower”), JPMORGAN CHASE BANK, N.A., a
national banking association, as Administrative Agent (“Administrative Agent”), and each of
the financial institutions a party hereto as Banks (hereinafter collectively referred to as
“Banks,” and individually, a “Bank”).



WITNESSETH:




     WHEREAS, Borrower, Administrative Agent and the financial institutions party thereto as Banks
are parties to that certain Amended and Restated Credit Agreement dated as of November 17, 2006 (as
amended, the “Credit Agreement”) (unless otherwise defined herein, all terms used herein
with their initial letter capitalized shall have the meaning given such terms in the Credit
Agreement, as amended hereby); and



     WHEREAS, Borrower has requested that Banks (i) amend certain terms of the Credit Agreement in
certain respects, and (ii) establish a Borrowing Base of $250,000,000 to be effective as of the
Effective Date; and



     WHEREAS, subject to and upon the terms and conditions set forth herein, Banks have agreed to
Borrower’s requests; and



     WHEREAS, Deutsche Bank Trust Company Americas and KeyBank, N.A. have been appointed
Co-Syndication Agents for Banks under the Credit Agreement.



     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, Borrower, Administrative Agent and Banks hereby agree as
follows:



     SECTION 1. Amendments. In reliance on the representations, warranties, covenants and
agreements contained in this Fifth Amendment, and subject to the satisfaction of each condition
precedent set forth in Section 4 hereof, the Credit Agreement is hereby amended effective
as of the Effective Date in the manner provided in this Section 1.



          1.1 Amendment to Definitions. The definitions of “Applicable Margin,”
“Loan Papers,” “Permitted Encumbrances,” “Restricted Payment” and
“Syndication Agent” contained in Section 1.1 of the Credit Agreement shall be amended to
read in full as follows:




          “Applicable Margin” means, on any date, with respect to each Type of Revolving Loan,
an amount determined by reference to the ratio of Outstanding Credit to the Borrowing Base on such
date in accordance with the table below:








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	 	 	Applicable Margin	 	 
	Ratio of Outstanding Credit to	 	for Eurodollar	 	Applicable Margin for
	Borrowing Base	 	Loans	 	Base Rate Loans
	> .90 to 1

	 	 	2.125	%	 	 	0.625	%
	> .75 to 1 and < .90 to 1

	 	 	1.875	%	 	 	0.375	%
	> .50 to 1 and < .75 to 1

	 	 	1.625	%	 	 	0.125	%
	< .50 to 1

	 	 	1.375	%	 	 	0	%






          “Loan Papers” means this Agreement, the First Amendment, the Second Amendment, the
Third Amendment, the Fourth Amendment, the Fifth Amendment, the Notes, each Facility Guaranty which
may now or hereafter be executed, each Borrower Pledge Agreement which may now or hereafter be
executed, each Subsidiary Pledge Agreement which may now or hereafter be executed, the Existing
Mortgages (including all amendments thereto), all Mortgages now or at any time hereafter delivered
pursuant to Section 5.1, all Letters of Credit, the Certificate of Effectiveness and all
other certificates, documents or instruments delivered in connection with this Agreement, as the
foregoing may be amended from time to time.




          “Permitted Encumbrances” means with respect to any asset:





     (a) Liens securing the Obligations;




     (b) minor defects in title which do not secure the payment of money and otherwise have
no material adverse effect on the value or the operation of the subject property, and for
the purposes of this Agreement, a minor defect in title shall include, but not be limited
to, easements, rights-of-way, servitudes, permits, surface leases and other similar rights
in respect of surface operations, and easements for pipelines, streets, alleys, highways,
telephone lines, power lines, railways and other easements and rights-of-way, on, over or in
respect of any of the properties of any Credit Party that are customarily granted in the oil
and gas industry;




     (c) inchoate statutory or operators’ Liens securing obligations for labor, services,
materials and supplies furnished to Mineral Interests which are not more than sixty (60)
days delinquent (except to the extent permitted by Section 8.7);




     (d) mechanic’s, materialmen’s, warehouseman’s, journeyman’s and carrier’s Liens and
other similar Liens arising by operation of Law in the ordinary course of business which are
not more than sixty (60) days delinquent (except to the extent permitted by Section
8.7);




     (e) Liens for Taxes or assessments not yet due or not yet delinquent, or, if
delinquent, that are being contested in good faith in the normal course of business by
appropriate action, as permitted by Section 8.7;




     (f) lease burdens payable to third parties which are deducted in the calculation of
discounted present value in the Reserve Report including, without limitation, any royalty,
overriding royalty, net profits interest, production payment, carried interest or
reversionary working interest;



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     (g) Liens, charges and encumbrances upon Borrower’s assets, other than Borrowing Base
Properties, which in the aggregate, do not have a value in excess of $1,000,000;




     (h) until the Acquisition Letters of Credit are cancelled, terminated and/or released,
the Lien encumbering the Cash Collateral Account (as defined in the Cash Collateral
Agreement) granted by Borrower to JPMorgan Chase Bank, N.A., as collateral agent under the
Cash Collateral Agreement, and not as Administrative Agent, Letter of Credit Issuer or a
Bank, pursuant to the terms of the Cash Collateral Agreement; and




     (i) Liens on real estate (but specifically no Borrowing Base Properties, Mineral
Interests or other collateral of Banks or Administrative Agent) securing the Debt described
in Section 9.1(h).



          “Restricted Payment” means, with respect to any Person, (a) any Distribution by such
Person, (b) any capital contribution, loan or advance (other than a Permitted Investment) by any
Credit Party to any Unrestricted Subsidiary, (c) the issuance of a Guarantee by any Credit Party
with respect to any Debt or other obligation of any Unrestricted Subsidiary, other than Guarantees
of (i) Permitted Senior Unsecured Debt permitted by Section 9.1(d) hereof, and (ii)
Permitted Senior Convertible Debt permitted by Section 9.1(f) hereof, (d) the retirement,
redemption, defeasance, repurchase or prepayment prior to scheduled maturity by such Person or any
Affiliate of such Person of any Debt of such Person, (e) the retirement, redemption or payment by
Borrower or any Affiliate of Borrower of any part of the principal of the Permitted Senior
Unsecured Debt at any time prior to the termination of all Commitments and the payment and
performance in full of the Obligations (other than inchoate indemnification obligations arising
under Section 14.3 hereof), or (f) the retirement, redemption or payment by Borrower or any
Affiliate of Borrower of any part of the principal of the Permitted Senior Convertible Debt at any
time prior to the termination of all Commitments and the payment and performance in full of the
Obligations (other than inchoate indemnification obligations arising under Section 14.3
hereof).




          “Syndication Agent” means, collectively, Deutsche Bank Trust Company Americas and
KeyBank, N.A., in their capacities as Co-Syndication Agents for Banks hereunder or any successor
thereto.




          1.2 Additional Definition. Section 1.1 of the Credit Agreement shall be amended to
add the following definition to such Section:




          “Fifth Amendment” means that certain Fifth Amendment to Amended and Restated Credit
Agreement dated as of May 16, 2008, among Borrower, Administrative Agent and Banks party thereto.




          1.3 Amendment to Debt Covenant. Section 9.1 of the Credit Agreement shall be amended
to read in full as follows:





     ”Section 9.1 Incurrence of Debt. Borrower will not, nor will Borrower
permit any other Credit Party to, incur, become or remain liable for any Debt other
than (a) the Obligations, (b) payables incurred in the ordinary course of



3









 







business (other than in connection with a loan or lending transaction) that are
not more than sixty (60) days past due, from the date of invoice or demand, except
such payables being contested in good faith in accordance with Section 8.7
hereof, (c) Permitted Senior Unsecured Debt, (d) Guarantees of Permitted Senior
Unsecured Debt, (e) Permitted Senior Convertible Debt, (f) Guarantees of Permitted
Senior Convertible Debt, (g) Debt evidenced by the Acquisition Letters of Credit,
(h) non-recourse Debt incurred for the acquisition of surface rights with respect to
ranch land in an aggregate amount not to exceed $20,000,000, and which Debt is
secured only by such surface rights in such ranch land, and no Mineral Interests or
other property of any Credit Party nor any other collateral of Banks or
Administrative Agent shall be provided by any Credit Party to secure such Debt;
provided, that, such Debt (and the documentation evidencing same) is
subject to Administrative Agent’s prior written approval of the terms and conditions
thereof, and (i) other unsecured Debt in an aggregate amount outstanding at any time
not to exceed $25,000,000.”



          1.4 Restatement of Schedule 1.1. Schedule 1.1 to the Credit Agreement shall be
deleted in its entirety and replaced with Schedule 1.1 attached to this Fifth Amendment.




     SECTION 2. Borrowing Base Redetermination. Notwithstanding anything to the contrary
contained in the Credit Agreement, including, without limitation, the provisions of Article IV
thereof, Borrower, Administrative Agent and Banks hereby agree that the Borrowing Base in effect
for the period from the Effective Date until the date of the next Redetermination thereof shall be
$250,000,000. Borrower, Administrative Agent and Banks hereby further agree that the
Redetermination provided for in this Section 2 shall not be construed or deemed to be a
Special Redetermination for purposes of Section 4.3 of the Credit Agreement.



     SECTION 3. Rearrangement of Existing Loans. Upon the effectiveness of this Fifth
Amendment, all of the Commitments and outstanding Obligations under the Credit Agreement as of the
date of such effectiveness shall hereby be restructured, rearranged, renewed, extended and
continued under the Credit Agreement (as amended hereby) and all Revolving Loans and Letters of
Credit outstanding under the Credit Agreement as of the date of such effectiveness shall hereby
become Revolving Loans and Letters of Credit outstanding under the Credit Agreement (as amended
hereby). In connection with the foregoing, certain Banks (the “Assigning Banks”) hereby
sell, assign, transfer and convey, and certain other Banks hereby purchase and accept, so much of
the aggregate Commitments under, Revolving Loans outstanding under, and participations in Letters
of Credit issued pursuant to, the Credit Agreement such that the Commitments of each Bank shall be
as set forth on Schedule 1.1 to the Credit Agreement (as amended hereby). The foregoing
assignments, transfers and conveyances are without recourse to the Assigning Banks and without any
warranties whatsoever by any Agent, any Letter of Credit Issuer or any Assigning Bank as to title,
enforceability, collectibility, documentation or freedom from liens or encumbrances, in whole or in
part, other than the warranty of each Assigning Bank that it has not previously sold, transferred,
conveyed or encumbered such interests.



     SECTION 4. Conditions Precedent. The effectiveness of (a) the amendments to the
Credit Agreement contained in Section 1 hereof, and (b) the establishment of the Borrowing



4









 







Base contained in Section 2 hereof, is subject to the satisfaction of each condition
precedent set forth in this Section 4:



          4.1 Closing Deliveries. Administrative Agent shall have received (a) counterparts of
this Fifth Amendment duly executed by Borrower and all Banks, (b) a Note payable to the order of
each Bank increasing or decreasing its Commitment, each in the amount of such Bank’s revised
Commitment, duly executed by Borrower, (c) to the extent required by Section 5.1(b) of the Credit
Agreement, Mortgages in form and substance acceptable to Administrative Agent and duly executed by
Borrower, together with such documents and information as required to be delivered by Borrower
pursuant to Section 5.1(c) of the Credit Agreement, and (d) such other documents, instruments and
agreements as Administrative Agent may reasonably require in connection with this Fifth Amendment
and the transactions contemplated hereby.




          4.2 No Defaults. Prior to and after giving effect to the amendments contained in
Section 1 hereof, no Default, Event of Default or Borrowing Base Deficiency shall exist.




          4.3 Fees and Expenses. Borrower shall have paid (a) all fees and amounts as Borrower
shall be required to pay to Administrative Agent and its Affiliates pursuant to any separate
agreement between or among Borrower, Administrative Agent and/or its Affiliates, and (b) all
reasonable fees and expenses incurred by Administrative Agent in connection with the preparation,
negotiation and execution of this Fifth Amendment, including, without limitation, all reasonable
fees and expenses of Vinson & Elkins L.L.P., counsel to Administrative Agent.




          4.4 Other Documentation. Administrative Agent shall have received such other
documents, instruments and agreements as it or any Bank may reasonably request, all in form and
substance reasonably satisfactory to Administrative Agent and Banks.




     SECTION 5. Representations and Warranties of Borrower. To induce Banks and
Administrative Agent to enter into this Fifth Amendment, Borrower hereby represents and warrants to
Banks and Administrative Agent as follows:



          5.1 Due Authorization; No Conflict. The execution, delivery and performance by
Borrower of this Fifth Amendment are within Borrower’s corporate powers, have been duly authorized
by all necessary action, require no action by or in respect of, or filing with, any governmental
body, agency or official and do not violate or constitute a default under any provision of
applicable law or any Material Agreement binding upon Borrower or result in the creation or
imposition of any Lien upon any of the assets of Borrower except Permitted Encumbrances.




          5.2 Validity and Enforceability. This Fifth Amendment constitutes the valid and
binding obligation of Borrower enforceable in accordance with its terms, except as (a) the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditor’s rights generally, and (b) the availability of equitable remedies may be limited by
equitable principles of general application.




          5.3 Accuracy of Representations and Warranties. Each representation and warranty of
each Credit Party contained in the Loan Papers is true and correct in all material




5









 







respects as of the date hereof (except to the extent such representations and warranties are
expressly made as of a particular date, in which event such representations and warranties were
true and correct as of such date).




          5.4 Absence of Defaults. Prior to and after giving effect to the amendments contained
in Section 1 hereof, no Default or Event of Default has occurred which is continuing.




          5.5 No Defense. Borrower has no defense to payment of, or any counterclaim or rights
of set-off with respect to, all or any portion of the Obligations.




     SECTION 6. Miscellaneous.



          6.1 Reaffirmation of Loan Papers. Any and all of the terms and provisions of the
Credit Agreement and the other Loan Papers shall, except as amended and modified hereby, remain in
full force and effect, and are hereby ratified and confirmed. The amendments contemplated hereby
shall not limit or impair any Liens securing the Obligations, each of which are hereby ratified,
affirmed and extended to secure the Obligations.




          6.2 Confirmation of Loan Papers and Liens. As a material inducement to Banks to make
the agreements and grant the amendments set forth herein, Borrower hereby (a) acknowledges and
confirms the continuing existence, validity and effectiveness of the Loan Papers and the Liens
granted thereunder, (b) agrees that the execution, delivery and performance of this Fifth Amendment
and the consummation of the transactions contemplated hereby shall not in any way release,
diminish, impair, reduce or otherwise adversely affect such Loan Papers and Liens, and (c)
acknowledges and agrees that the Liens granted under the Loan Papers secure, and after the
consummation of the transactions contemplated hereby will continue to secure, the payment and
performance of the Obligations as first priority perfected Liens, subject to the Permitted
Encumbrances.




          6.3 Parties in Interest. All of the terms and provisions of this Fifth Amendment
shall bind and inure to the benefit of the parties hereto and their respective successors and
assigns.




          6.4 Legal Expenses. Borrower hereby agrees to pay on demand all reasonable fees and
expenses of counsel to Administrative Agent incurred by Administrative Agent in connection with the
preparation, negotiation and execution of this Fifth Amendment.




          6.5 Counterparts. This Fifth Amendment may be executed in counterparts, and all
parties need not execute the same counterpart; however, no party shall be bound by this Fifth
Amendment until Borrower and all Banks have executed a counterpart. Facsimiles shall be effective
as originals.




          6.6 Complete Agreement. THIS FIFTH AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN
PAPERS REPRESENT THE FINAL AGREEMENT AMONG 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 OR AMONG THE PARTIES.




6









 








          6.7 Headings. The headings, captions and arrangements used in this Fifth Amendment
are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or
modify the terms of this Fifth Amendment, nor affect the meaning thereof.




          6.8 Effectiveness. This Fifth Amendment shall be effective automatically and without
necessity of any further action by Borrower, Administrative Agent or Banks when counterparts hereof
have been executed by Borrower, Administrative Agent and all Banks, and all conditions to the
effectiveness hereof set forth herein and in the Credit Agreement have been satisfied (including,
without limitation, all conditions precedent set forth in Section 4 hereof).




          6.9 Governing Law. THIS FIFTH AMENDMENT SHALL BE GOVERNED BY, AND CONTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.




     IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to be duly executed by
their respective Authorized Officers on the date and year first above written.



[Signature pages to follow]




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	 	BORROWER:



DELTA PETROLEUM CORPORATION,


a Delaware corporation

 	 
	 	By:  	/s/ Kevin K. Nanke 	 
	 	 	Kevin K. Nanke, 	 
	 	 	Chief Financial Officer and Treasurer 	 
	 




     Each of the undersigned (i) consent and agree to this Fifth Amendment, and (ii) agree that the
Loan Papers to which it is a party shall remain in full force and effect and shall continue to be
the legal, valid and binding obligation of such Person, enforceable against it in accordance with
its terms.



	 	 	 	 	 
	 	ACKNOWLEDGED AND AGREED TO BY:





DELTA EXPLORATION COMPANY, INC., a Colorado
corporation

 	 
	 	By:  	/s/ Kevin K. Nanke 	 
	 	 	Kevin K. Nanke, 	 
	 	 	Chief Financial Officer and Treasurer 	 
	 
	 	PIPER PETROLEUM COMPANY, a Colorado corporation

 	 
	 	By:  	/s/ Kevin K. Nanke 	 
	 	 	Kevin K. Nanke, 	 
	 	 	Chief Financial Officer and Treasurer 	 
	 



Signature Page

Fifth Amendment to Amended and Restated Credit Agreement

DELTA PETROLEUM CORPORATION





 









 








	 	 	 	 	 
	 	CASTLE TEXAS EXPLORATION LIMITED PARTNERSHIP, a Texas

limited partnership

 	 
	 	By:  	Delta Petroleum Corporation, a Delaware

corporation, its general partner and sole

limited partner

 	 
	 	By:  	/s/  Kevin K. Nanke	 
	 	 	Kevin K. Nanke, 	 
	 	 	Chief Financial Officer and Treasurer 	 
	 
	 	DPCA LLC, a Delaware limited liability company

 	 
	 	By:  	/s/  Kevin K. Nanke	 
	 	 	Kevin K. Nanke, 	 
	 	 	Chief Financial Officer and Treasurer 	 
	 



Signature Page

Fifth Amendment to Amended and Restated Credit Agreement

DELTA PETROLEUM CORPORATION





 









 








	 	 	 	 	 
	 	ADMINISTRATIVE AGENT:





JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

 	 
	 	By:  	/s/  J. Scott Fowler	 
	 	 	J. Scott Fowler, 	 
	 	 	Senior Vice President 	 
	 
	 	BANK:





JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/  J. Scott Fowler	 
	 	 	J. Scott Fowler, 	 
	 	 	Senior Vice President 	 
	 



Signature Page

Fifth Amendment to Amended and Restated Credit Agreement

DELTA PETROLEUM CORPORATION





 









 








	 	 	 	 	 
	 	BANK:





DEUTSCHE BANK TRUST COMPANY AMERICAS

 	 
	 	By:  	 Susan
LeFevre	 
	 	 	Name:  	 Susan
LeFevre	 
	 	 	Title:  	 Director	 
	 
	 	 	 
	 	By:  	
 Dusan
Lazarov	 
	 	 	Name:  	 Dusan
Lazarov	 
	 	 	Title:  	 Vice
President	 
	 



Signature Page

Fifth Amendment to Amended and Restated Credit Agreement

DELTA PETROLEUM CORPORATION





 









 








	 	 	 	 	 
	 	BANK:





KEYBANK, N.A.

 	 
	 	By:  	 Kevin
Hays	 
	 	 	Name:  	 Kevin
Hays	 
	 	 	Title:  	 Director	 
	 



Signature Page

Fifth Amendment to Amended and Restated Credit Agreement

DELTA PETROLEUM CORPORATION





 









 








	 	 	 	 	 
	 	BANK:





U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/
Tyler Fauerbach	 
	 	 	Name:  	Tyler Fauerbach	 
	 	 	Title:  	Vice
President	 
	 



Signature Page

Fifth Amendment to Amended and Restated Credit Agreement

DELTA PETROLEUM CORPORATION





 









 








	 	 	 	 	 
	 	BANK:





BANK OF OKLAHOMA, N.A.

 	 
	 	By:  	/s/
Michael M. Logan	 
	 	 	Name:  	Michael M. Logan	 
	 	 	Title:  	Senior
Vice President	 
	 



Signature Page

Fifth Amendment to Amended and Restated Credit Agreement

DELTA PETROLEUM CORPORATION





 









 








	 	 	 	 	 
	 	BANK:





NATIXIS


(f.k.a. Natexis Banques Populaires)

 	 
	 	By:  	/s/
Donovan C. Broussard	 
	 	 	Donovan C. Broussard 
	 	 	Managing Director  
	 
	 	 	 
	 	By:  	/s/
Liana Tchernysheva	 
	 	 	Liana Tchernysheva 
	 	 	Director 
	 



Signature Page

Fifth Amendment to Amended and Restated Credit Agreement

DELTA PETROLEUM CORPORATION





 









 








	 	 	 	 	 
	 	BANK:





STERLING BANK

 	 
	 	By:  	/s/
Ryan K. Michael	 
	 	 	Name:  	Ryan K. Michael	 
	 	 	Title:  	Assistant Vice President	 
	 



Signature Page

Fifth Amendment to Amended and Restated Credit Agreement

DELTA PETROLEUM CORPORATION





 









 








	 	 	 	 	 
	 	BANK:





BANK OF SCOTLAND

 	 
	 	By:  	/s/
JULIA R. FRANKLIN	 
	 	 	Name:  	JULIA R. FRANKLIN	 
	 	 	Title:  	ASSISTANT
VICE PRESIDENT	 
	 



Signature Page

Fifth Amendment to Amended and Restated Credit Agreement

DELTA PETROLEUM CORPORATION





 









 








	 	 	 	 	 
	 	BANK:





CAPITAL ONE, NATIONAL ASSOCIATION (f/k/a Hibernia

National Bank)

 	 
	 	By:  	/s/
Stan G. Weiser	 
	 	 	Name:  	Stan G. Weiser	 
	 	 	Title:  	Vice
President	 
	 



Signature Page

Fifth Amendment to Amended and Restated Credit Agreement

DELTA PETROLEUM CORPORATION





 











 





SCHEDULE 1.1




Financial Institutions




	 	 	 	 	 	 	 	 	 
	Banks	 	Commitment Amount	 	 	Commitment Percentage	 
	JPMorgan Chase Bank, N.A.
	 	$	35,230,769.23	 	 	 	14.092308	%
	Deutsche Bank Trust Company Americas
	 	$	35,230,769.23	 	 	 	14.092308	%
	KeyBank National Association
	 	$	35,230,769.23	 	 	 	14.092308	%
	U.S. Bank National Association
	 	$	35,230,769.23	 	 	 	14.092308	%
	Bank of Oklahoma, N.A.
	 	$	30,000,000.00	 	 	 	12.000000	%
	Natixis
	 	$	23,076,923.08	 	 	 	9.230769	%
	Sterling Bank
	 	$	23,076,923.08	 	 	 	9.230769	%
	Bank of Scotland
	 	$	20,000,000.00	 	 	 	8.000000	%
	Capital One, National Association
	 	$	12,923,076.92	 	 	 	5.169231	%
	 
	 	 	 	 	 	 
	Totals:
	 	$	250,000,000.00	 	 	 	100	%
	 
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	Banks	 	Domestic Lending Office	 	Eurodollar Lending Office	 	Address for Notice
	 
	JPMorgan Chase Bank, N.A.

	 	10 South Dearborn
	 	10 South Dearborn
	 	2200 Ross Avenue, 3rd Floor
	 

	 	Floor 7
	 	Floor &
	 	Mail Code: TX1-2911
	 

	 	Chicago, Illinois 60603
	 	Chicago, Illinois 60603
	 	Dallas, Texas 75201
	 

	 	Attn: Claudia Kech
	 	Attn: Claudia Kech
	 	Attn: J. Scott Fowler
	 

	 	Tel. No. (312) 385-7041
	 	Tel. No. (312) 385-7041
	 	Tel. No. (214) 965-3226
	 

	 	Fax No. (312) 385-7096
	 	Fax No. (312) 385-7096
	 	Fax No. (214) 965-3280
	 

	 	e-mail: claudia.kech@jpmchase.com
	 	e-mail: Claudia.kech@jpmchase.com
	 	e-mail: scott.fowler@jpmorgan.com
	 
	 	 	 	 	 	 
	Deutsche Bank Trust Company Americas

	 	90 Hudson Street
	 	90 Hudson Street
	 	700 Louisiana Street, Suite 1500
	 

	 	Jersey City, New Jersey 07302
	 	Jersey City, New Jersey 07302
	 	Houston, Texas 77002
	 

	 	Attn: Patricia Ciocco
	 	Attn: Patricia Ciocco
	 	Attn: David E. Sisler
	 

	 	Tel. No. (201) 593-2235
	 	Tel. No. (201) 593-2235
	 	Tel. No. (83) 239-4627
	 

	 	Fax No. (201) 593-2308
	 	Fax No. (201) 593-2308
	 	Fax No. (832) 239-4693
	 

	 	e-mail: patricia.ciocco@db.com
	 	e-mail: patricia.ciocco@db.com
	 	e-mail: david.sisler@db.com
	 
	 	 	 	 	 	 
	KeyBank National Association

	 	127 Public Square
	 	127 Public Square
	 	8117 Preston Road, Suite 440
	 

	 	Cleveland, Ohio 44114
	 	Cleveland, Ohio 44114
	 	Dallas, Texas 75225
	 

	 	Attn: Yvette M. Dyson-Owens
	 	Attn: Yvette M. Dyson-Owens
	 	Attn: Thomas Rajan
	 

	 	Tel. No. (216) 689-4358
	 	Tel. No. (216) 689-4358
	 	Tel. No. (214) 414-2580
	 

	 	Fax No. (216) 689-5962
	 	Fax No. (216) 689-5962
	 	Fax No. (214) 414-2610
	 

	 	e-mail: Yvette_m_dyson-owens@keybank.com
	 	e-mail: Yvette_m_dyson-owens@keybank.com
	 	e-mail: Thomas_rajan@keybank.com
	 
	 	 	 	 	 	 
	U.S. Bank National Association

	 	555 SW Oak
	 	555 SW Oak
	 	950 Seventeenth Street
	 

	 	PD-OR-P7LS
	 	PD-OR-P7LS
	 	DN-CO-T8E
	 

	 	Portland, Oregon 97208
	 	Portland, Oregon 97208
	 	Denver, Colorado 80202
	 

	 	Attn: Josie Butalid
	 	Attn: Josie Butalid
	 	Attn: Kathryn A. Gaiter
	 

	 	Tel No. (503) 275-7861
	 	Tel No. (503) 275-7861
	 	Tel No. (303) 585-4210
	 

	 	Fax No. (503) 275-8181
	 	Fax No. (503) 275-8181
	 	Fax No. (303) 585-4362

e-mail: kathryn.gaiter@usbank.com
	 
	 	 	 	 	 	 
	Bank of Oklahoma, N.A.

	 	1625 Broadway
	 	1625 Broadway
	 	1625 Broadway
	 

	 	Suite 1570
	 	Suite 1570
	 	Suite 1570
	 

	 	Denver, Colorado 80202
	 	Denver, Colorado 80202
	 	Denver, Colorado 80202
	 

	 	Attn: Jane Weller
	 	Attn: Jane Weller
	 	Attn: Michael M. Logan
	 

	 	Tel No. (303) 864-7340
	 	Tel No. (303) 864-7340
	 	Tel No. (303) 864-7342
	 

	 	Fax No. (303) 864-7349
	 	Fax No. (303) 864-7349
	 	Fax No. (303) 864-7349
	 

	 	e-mail: jmweller@bokf.com
	 	e-mail: jmweller@bokf.com
	 	e-mail: mlogan@bokf.com
	 
	 	 	 	 	 	 





Schedule
1.1-1


 









 






	 	 	 	 	 	 	 
	Banks	 	Domestic Lending Office	 	Eurodollar Lending Office	 	Address for Notice
	 
	Natixis

	 	Southwest Representative Office
	 	Southwest Representative Office
	 	Southwest Representative Office
	 

	 	333 Clay Street, Suite 4340
	 	333 Clay Street, Suite 4340
	 	333 Clay Street, Suite 4340
	 

	 	Houston, Texas 77002
	 	Houston, Texas 77002
	 	Houston, Texas 77002
	 

	 	Attn: Tanya McAllister
	 	Attn: Tanya McAllister
	 	Attn: Donovan Broussard
	 

	 	Tel. No. (713) 759-9409
	 	Tel. No. (713) 759-9409
	 	Tel. No. (713) 571-6167
	 

	 	Fax No. (713) 571-6165
	 	Fax No. (713) 571-6165
	 	Fax No. (713) 759-0973
	 

	 	e-mail: Tanya.mcallister@nyc.nxbp.com
	 	e-mail: Tanya.mcallister@nyc.nxbp.com
	 	e-mail: Donovan.broussard@nyc.nxbp.com
	 
	 	 	 	 	 	 
	Sterling Bank

	 	2550 N. Loop West, Suite 800
	 	2550 N. Loop West, Suite 800
	 	2550 N. Loop West, Suite 800
	 

	 	Houston, Texas 77092
	 	Houston, Texas 77092
	 	Houston, Texas 77092
	 

	 	Attn: Cheri Allen
	 	Attn: Cheri Allen
	 	Attn: Ryan K. Michael
	 

	 	Tel. No. (713) 507-7714
	 	Tel. No. (713) 507-7714
	 	Tel. No. (713) 507-7710
	 

	 	Fax No. (713) 507-7908
	 	Fax No. (713) 507-7908
	 	Fax No. (713) 507-7948
	 

	 	e-mail: cheri.allen@banksterling.com
	 	e-mail: cheri.allen@banksterling.com
	 	e-mail: ryan.michael@banksterling.com
	 
	 	 	 	 	 	 
	Bank of Scotland

	 	565 Fifth Avenue
	 	565 Fifth Avenue
	 	One City Centre
	 

	 	New York, NY 10017
	 	New York, NY 10017
	 	1021 Main Street, Suite 1370
	 

	 	Attn: Shirley Vargas
	 	Attn: Shirley Vargas
	 	Houston, Texas 77002
	 

	 	Tel No. (212) 450-0875
	 	Tel No. (212) 450-0875
	 	Attn: Rex McSwain and
	 

	 	Fax No. (212) 479-2807
	 	Fax No. (212) 479-2807
	 	Richard Butler
	 

	 	e-mail: ShirleyVargas@bankofscotlandusa.com
	 	e-mail: ShirleyVargas@bankofscotlandusa.com
	 	Tel No. (713) 650-0636/0609
Fax No. (713) 651-9714
	 

	 	 	 	 	 	
e-mail: RexMcSwain@bankofscotlandusa.com
RichardButler@bankofscotlandusa.com
	 
	 	 	 	 	 	 
	Capital One, National Association

	 	313 Carondelet Street, 10th Floor
	 	313 Carondelet Street, 10th Floor
	 	313 Carondelet Street, 10th Floor
	 

	 	New Orleans, Louisiana 70130
	 	New Orleans, Louisiana 70130
	 	New Orleans, Louisiana 70130
	 

	 	Attn: Nancy G. Moragas
	 	Attn: Nancy G. Moragas
	 	Attn: Nancy G. Moragas
	 

	 	Tel No. (504) 533-2863
	 	Tel No. (504) 533-2863
	 	Tel No. (504) 533-2863

	 

	 	Fax No. (504) 533-5594
	 	Fax No. (504) 533-5594
	 	 Fax No. (504) 533-5594
	 

	 	e-mail: nancy.moragas@capitalonebank.com
	 	e-mail: nancy.moragas@capitalonebank.com
	 	e-mail: nancy.moragas@capitalonebank.com
	 

	 		 	 	 	 






Administrative Agent — Address:

2200 Ross Avenue, 3rd Floor

Mail Code TX1-2911

Dallas, Texas 75201

Attn: J. Scott Fowler

Tel. No. (214) 965-3226

Fax No. (214) 965-3280





Schedule 1.1-2