Exhibit 10.1


 


EXECUTION VERSION


 


THIRD AMENDMENT TO 

AMENDED AND RESTATED CREDIT AGREEMENT


 


THIRD
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as
the “Amendment”) dated as of December 1, 2008, by and among EXCO
OPERATING COMPANY, LP (formerly known as EXCO Partners Operating Partnership,
LP) (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors (the “Guarantors”),
the LENDERS party hereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A.,
as Administrative Agent (“Administrative Agent”).  Unless the context otherwise requires or
unless otherwise expressly defined herein, capitalized terms used but not
defined in this Amendment have the meanings assigned to such terms in the
Credit Agreement (as defined below).


 


WITNESSETH:


 


WHEREAS, Borrower, Guarantors,
Administrative Agent and Lenders have entered into that certain Amended and
Restated Credit Agreement dated as of March 30, 2007, as amended by that
certain First Amendment to Amended and Restated Credit Agreement dated as of February 20,
2008 and as further amended by that certain Second Amendment to Amended and
Restated Credit Agreement dated as of July 14, 2008 (as the same may be
further amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”);
and


 


WHEREAS, Administrative Agent, Lenders, Borrower and
Guarantors desire to amend the Credit Agreement as provided herein upon the
terms and conditions set forth herein.


 


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, Guarantors, Administrative Agent and the Lenders hereby agree as
follows:


 


SECTION 1.  Amendments to Credit
Agreement.  Subject to the
satisfaction or waiver in writing of each condition precedent set forth in Section 2
hereof, and in reliance on the representations, warranties, covenants and
agreements contained in this Amendment, the Credit Agreement shall be amended
in the manner provided in this Section 1.


 


1.1                               Cover
Page.  The cover page of the
Credit Agreement shall be and it hereby is amended by deleting the reference to
“EXCO PARTNERS OPERATING PARTNERSHIP, LP” and substituting in lieu thereof the
name “EXCO OPERATING COMPANY, LP”.


 


1.2                               Preamble.  The preamble to the Credit Agreement
shall be and it hereby is amended by deleting the reference to “EXCO PARTNERS
OPERATING PARTNERSHIP, LP” and substituting in lieu thereof the name “EXCO OPERATING COMPANY, LP”.


 


1.3                               Additional
Definitions. The following definitions shall be and they hereby are added
to Section 1.01 of the Credit Agreement in appropriate alphabetical
order:


 


“Permitted Refinancing” means any Indebtedness of the
Borrower, and Indebtedness constituting Guarantees thereof by Restricted
Subsidiaries, incurred


 

















 


or issued in exchange for, or the
net proceeds of which are used to extend, refinance, renew, replace (whether or
not contemporaneously), defease or refund, other Indebtedness of the Borrower,
in whole or in part, from time to time; provided that (i) the aggregate
principal amount of such Permitted Refinancing does not exceed $300,000,000, (ii) such
Permitted Refinancing has a stated maturity no later than January 15,
2010, (iii) the covenant, default and remedy provisions of such Permitted
Refinancing are not materially more restrictive, taken as a whole, on the
Borrower and its Subsidiaries than those set forth in the term sheet attached
hereto as Annex I, and (iv) such Permitted Refinancing and any
Guarantee in respect thereof is unsecured.


 


“Third Amendment Effective Date” means December 1,
2008.


 


1.4                               Amended Definitions.  Section 1.01
of the Credit Agreement shall be and it hereby is amended by amending and
restating the following definitions in their respective entireties to read as
follows:


 


“Borrower”
means EXCO Operating Company, LP, a Delaware limited partnership (formerly
known as EXCO Partners Operating Partnership, LP), and its successors and
permitted assigns.


 


“LIBO Rate” means, with
respect to any Eurodollar Borrowing for any Interest Period, the rate appearing
on Reuters BBA Libor Rates Page 3750 (or on any successor or substitute page of
such service, or any successor to or substitute for such service, providing
rate quotations comparable to those currently provided on such page of
such service, as determined by the Administrative Agent from time to time for
purposes of providing quotations of interest rates applicable to dollar
deposits in the London interbank market) at approximately 11:00 a.m.,
London time, two (2) Business Days prior to the commencement of such
Interest Period, as the rate for dollar deposits with a maturity comparable to
such Interest Period.  In the event that
such rate is not available at such time for any reason, then the “LIBO Rate”
with respect to such Eurodollar Borrowing for such Interest Period shall be the
rate at which dollar deposits of $5,000,000 and for a maturity comparable to
such Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two (2) Business
Days prior to the commencement of such Interest Period.


 


1.5                               Mandatory Prepayment of
Loans.  Clause (b) of Section 2.12
of the Credit Agreement shall be and it hereby is amended and restated in its
entirety to read as follows:


 


(b)                               If
the Borrower or any Restricted Subsidiary sells, transfers or otherwise
disposes of any Borrowing Base Properties at any time, the Borrower shall
prepay the Revolving Borrowings to the extent necessary to eliminate any
Borrowing Base Deficiency that may exist or that may have occurred as a result of
such sale, transfer or other 


 


2

















 


disposition on the
date it or any Restricted Subsidiary receives the Net Cash Proceeds from such
sale, transfer or other disposition and any Net Cash Proceeds in excess of the
amount necessary to eliminate any such Borrowing Base Deficiency shall be used
within one hundred eighty (180) days after such disposition to (i) acquire
property, plant and equipment or any business entity used or useful in carrying
on the business of the Borrower and its Restricted Subsidiaries and having a
fair market value at least equal to the fair market value of the properties
sold or otherwise disposed of or to improve or replace any existing property of
the Borrower and its Restricted Subsidiaries used or useful in carrying on the
business of the Borrower and its Restricted Subsidiaries, (ii) prepay the
Loans in accordance with the instructions of the Borrower (unless an Event of
Default exists in which event any amounts prepaid shall be applied to the Loans
at the discretion of the Administrative Agent) or (iii) prepay the Term
Loans (or any Permitted Refinancing thereof) to the extent such prepayment is
permitted under Section 7.13 on the date of such prepayment.


 


1.6                               Indebtedness. 
Clause (h) of Section 7.01 of the Credit Agreement
shall be and it hereby is amended and restated in its entirety to read as
follows:


 


(h) unsecured
Indebtedness of the Borrower under the Senior Unsecured Term Loan Facility in
an aggregate principal amount not to exceed $300,000,000 at any time
outstanding and any Permitted Refinancing of any Indebtedness permitted under
this clause (h); and


 


1.7                               Financial Covenants; Consolidated
Current Ratio.  Clause (a) of Section 7.11
of the Credit Agreement shall be and it hereby is amended and restated in its
entirety to read as follows:


 


(a)                               Consolidated Current Ratio. 
The Borrower will not permit the Consolidated Current Ratio as of the
end of any fiscal quarter ending on or after June 30, 2007 to be less than
1.00 to 1.00; provided that for purposes of determining compliance with
this Section 7.11(a), the calculation of Consolidated Current Liabilities
as of the end of any fiscal quarter ending on or before December 31, 2009,
shall not include any Indebtedness of the Borrower under the Senior Unsecured
Term Loan Facility (or any Permitted Refinancing thereof) to the extent such
Indebtedness is permitted under Section 7.01(h).


 


1.8                               Senior Unsecured Term Loan
Facility Restrictions.  Section 7.13 of the Credit
Agreement shall be and it hereby is amended and restated in its entirety to
read as follows:


 


Section 7.13                            Senior
Unsecured Term Loan Facility Restrictions. 
Prior to the termination of all Commitments and the payment and
performance in full of the Obligations, the Borrower will not, nor will it
permit any Restricted Subsidiary to, directly or indirectly, retire, redeem,
defease, repurchase or prepay prior to the scheduled due date thereof any part
of the principal of, or interest on, the Term Loans (or any Permitted
Refinancing thereof); provided that the Borrower may retire, redeem, defease,
repurchase or prepay the Term Loans or any Permitted Refinancing thereof
(including any premium on the prepaid


 


3

















 


principal amount
of such Indebtedness) (x) with the proceeds of any Permitted Refinancing
or (y) at any other time; provided that in the case of clause (y) above,
(i) no Default has occurred and is continuing or would result from the
making of such retirement, redemption, defeasance, repurchase or prepayment,
and (ii) after giving effect to such retirement, redemption, defeasance,
repurchase or prepayment, the Aggregate Commitment exceeds Aggregate Credit
Exposure by an amount equal to or greater than ten percent (10%) of the
Aggregate Commitment.


 


1.9                               Notices.  Clause (i) of Section 11.01(a) of
the Credit Agreement shall be and it hereby is amended and restated in its
entirety to read as follows:


 


(i)                                  if
to the Borrower, to EXCO Operating Company, LP, c/o EXCO Resources, Inc.,
12377 Merit Drive, Suite 1700, Dallas, Texas 75251, Attention:  Douglas H. Miller, Chief Executive Officer
and Attention:  J. Douglas Ramsey,
Chief Financial Officer, Telecopy No. (214) 368-2087;


 


1.10                        Amendment to Exhibits.  Each
of the Exhibits to the Credit Agreement shall be and they hereby are amended by
deleting all references to “EXCO Partners Operating Partnership, LP” and
substituting in lieu thereof the name “EXCO Operating Company, LP”.


 


1.11                        Annex.  The Credit Agreement shall be and it
hereby is amended by adding Annex I to the end thereof in the form
attached hereto as Annex I.


 


SECTION 2.  Conditions.  The amendments to the Credit Agreement contained in Section 1
of this Amendment, shall be effective upon the satisfaction of each of the
conditions set forth in this Section 2.


 


2.1                               Execution and Delivery.  Each
Credit Party, the Majority Lenders and the Administrative Agent shall have
executed and delivered this Amendment.


 


2.2                               No Default.  No
Default or Event of Default shall have occurred and be continuing or shall
result after giving effect to this Amendment.


 


2.3                               Other Documents.  The
Administrative Agent shall have received such other instruments and documents
incidental and appropriate to the transaction provided for herein as the
Administrative Agent or its special counsel may reasonably request, and all
such documents shall be in form and substance satisfactory to the
Administrative Agent.


 


SECTION 3.  Representations and Warranties of Borrower.  To
induce the Lenders to enter into this Amendment, each Credit Party hereby
represents and warrants to the Lenders as follows:


 


3.1                               Reaffirmation of Representations
and Warranties/Further Assurances.  After giving effect to the
amendments herein, each representation and warranty of such Credit Party
contained in the Credit Agreement or in any other Loan Document is true and correct
in all material respects on the date hereof (except to the extent such
representations and warranties 


 


4

















 


relate solely to an earlier date, in which
case such representations and warranties shall have been true and correct in
all material respects as of such date).


 


3.2                               Corporate Authority; No
Conflicts.  The execution, delivery and performance by
such Credit Party of this Amendment and all documents, instruments and
agreements contemplated herein are within such Credit Party’s corporate or
other organizational powers, have been duly authorized by necessary action,
require no action by or in respect of, or filing with, any court or agency of
government and do not violate or constitute a default under any provision of
any applicable law or other agreements binding upon such Credit Party or result
in the creation or imposition of any Lien upon any of the assets of such Credit
Party except for Liens permitted under Section 7.02 of the Credit
Agreement.


 


3.3                               Enforceability.  This
Amendment constitutes the valid and binding obligation of such Credit Party
enforceable in accordance with its terms, except as (i) the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditor’s rights generally, and (ii) the availability of equitable
remedies may be limited by equitable principles of general application.


 


SECTION 4.  Miscellaneous.


 


4.1                               Reference to and Effect on Loan
Documents.  Upon the effectiveness of this Amendment, on
and after the date hereof, each reference in the Credit Agreement (including
the schedules and exhibits thereto) and the other Loan Documents to “EXCO
Partners Operating Partnership, LP” shall be deemed to refer to “EXCO Operating
Company, LP”.


 


4.2                               Reaffirmation of Loan Documents
and Liens.  Any and all of the terms and provisions of
the Credit Agreement and the Loan Documents shall, except as amended and
modified hereby, remain in full force and effect.  Each Credit Party hereby agrees that the
amendments and modifications herein contained shall in no manner affect or
impair the liabilities, duties and obligations of any Credit Party under the
Credit Agreement and the other Loan Documents or the Liens securing the payment
and performance thereof.


 


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


 


4.4                               Legal Expenses.  Each
Credit Party hereby agrees to pay all reasonable fees and expenses of special
counsel to the Administrative Agent incurred by the Administrative Agent in
connection with the preparation, negotiation and execution of this Amendment
and all related documents.


 


4.5                               Counterparts.  This
Amendment may be executed in one or more counterparts and by different parties
hereto in separate counterparts each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument; signature pages may be
detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the
same document.  Delivery of photocopies
of the signature pages to this Amendment by facsimile or electronic mail
shall be effective as delivery of manually executed counterparts of this
Amendment.


 


5

















 


4.6                               Complete Agreement.  THIS
AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.


 


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


 


4.8                               Governing
Law.  This Amendment shall be
construed in accordance with and governed by the law of the State of New York.


 


[Signature Pages Follow]


 


6

















 


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


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  EXCO
  OPERATING COMPANY, LP

  
	
   

  	
  (formerly
  known as EXCO Partners Operating

  
	
   

  	
  Partnership,
  LP)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  EXCO Partners OLP GP, LLC

  
	
   

  	
   

  	
  its sole general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ J. DOUGLAS
  RAMSEY, PH.D.

  
	
   

  	
   

  	
  Name:

  	
  J. Douglas Ramsey, Ph.D.

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Chief
  Financial

  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address
  for Notices:

  
	
   

  	
   

  
	
   

  	
  EXCO
  Operating Company, LP

  
	
   

  	
  12377
  Merit Drive, Suite 1700

  
	
   

  	
  Dallas,
  Texas 75251

  
	
   

  	
  Facsimile
  No. 214-368-2087

  
	
   

  	
  Attn:

  	
  Douglas
  H. Miller

  
	
   

  	
   

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  Attn:

  	
  J.
  Douglas Ramsey

  
	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GARRISON
  GATHERING, LLC

  
	
   

  	
  VAUGHAN
  DE, LLC

  
	
   

  	
  VAUGHAN
  HOLDING COMPANY, L.L.C.

  
	
   

  	
  VERNON
  GATHERING, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ J. DOUGLAS
  RAMSEY, PH.D.

  
	
   

  	
  Name:

  	
  J.
  Douglas Ramsey, Ph.D.

  
	
   

  	
  Title:

  	
  Vice
  President and Chief Financial Officer

  
	
   

  	
   

  	
  for
  each of the Credit Parties listed above

  
								



 

















 


	
   

  	
  TALCO
  MIDSTREAM ASSETS, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  VAUGHAN
  HOLDING COMPANY, L.L.C.,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ J. DOUGLAS RAMSEY,
  PH.D.

  
	
   

  	
   

  	
  Name:

  	
  J. Douglas Ramsey, Ph.D.

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Chief
  Financial

  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TGG
  PIPELINE, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  VAUGHAN
  HOLDING COMPANY, L.L.C.,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ J. DOUGLAS RAMSEY,
  PH.D.

  
	
   

  	
   

  	
  Name:

  	
  J.
  Douglas Ramsey, Ph.D.

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Chief Financial

  
	
   

  	
   

  	
   

  	
  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXCO
  PRODUCTION COMPANY, LP

  (formerly known as
  Winchester Production 

  Company, Ltd.)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  VAUGHAN
  DE, LLC,

  
	
   

  	
   

  	
  Its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ J. DOUGLAS RAMSEY, PH.D.

  
	
   

  	
   

  	
  Name:

  	
  J. Douglas Ramsey, Ph.D.

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Chief
  Financial

  
	
   

  	
   

  	
   

  	
  Officer

  
							



 

















 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A.,

  
	
   

  	
  as
  a Lender and as Administrative Agent,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ WM. MARK CRANMER

  
	
   

  	
  Name:

  	
  Wm. Mark Cranmer

  
	
   

  	
  Title:

  	
  Senior Vice President

  
				



 

















 


	
   

  	
  UBS
  LOAN FINANCE LLC

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  IRJA R. OTSA

  
	
   

  	
  Name:
  Irja R. Otsa

  
	
   

  	
  Title:
  Associate Director Banking Products

  Services, US

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  MARY E. EVANS

  
	
   

  	
  Name:
  Mary E. Evans

  
	
   

  	
  Title:
  Associate Director Banking Products 

  Services, US

  
				



 
















 


	
   

  	
  CREDIT SUISSE, CAYMAN ISLANDS

  BRANCH

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ VANESSA GOMEZ

  
	
   

  	
  Name: Vanessa Gomez

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ NUPUR KUMAR

  
	
   

  	
  Name: Nupur Kumar

  
	
   

  	
  Title: Associate

  



 

















 


	
   

  	
  BNP PARIBAS

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RICHARD HAWTHORNE

  
	
   

  	
  Name: Richard Hawthorne

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ POLLY SCHOTT

  
	
   

  	
  Name: Polly Schott

  
	
   

  	
  Title: Director

  



 

















 


	
   

  	
  NATIXIS

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ LOUIS P.
  LAVILLE, III

  
	
   

  	
  Name: Louis P.
  Laville, III

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ LIANA TCHERNYSHEVA

  
	
   

  	
  Name: Liana Tchernysheva

  
	
   

  	
  Title: Director

  



 

















 


	
   

  	
  STERLING BANK

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JEFF A. FORBIS

  
	
   

  	
  Name: Jeff A. Forbis

  
	
   

  	
  Title: Senior Vice
  President

  



 

















 


	
   

  	
  SUNTRUST BANK

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DAVID SIMPSON

  
	
   

  	
  Name: David Simpson

  
	
   

  	
  Title: Vice President

  



 

















 


	
   

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DAVID G. MILLS

  
	
   

  	
  Name: David G. Mills

  
	
   

  	
  Title: Director

  



 

















 


	
   

  	
  WACHOVIA BANK NATIONAL

  ASSOCIATION

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PAUL PRITCHETT

  
	
   

  	
  Name: Paul Pritchett

  
	
   

  	
  Title: Vice President

  



 

















 


	
   

  	
  WELLS FARGO BANK, N.A.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ TOM K. MARTIN

  
	
   

  	
  Name: Tom K. Martin

  
	
   

  	
  Title: Vice President

  



 

















 


	
   

  	
  BANK OF SCOTLAND PLC

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JULIA R. FRANKLIN

  
	
   

  	
  Name: Julia R. Franklin

  
	
   

  	
  Title: Assistant Vice
  President

  



 

















 


	
   

  	
  ALLIED IRISH BANKS, P.L.C.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DAVID O’DRISCOLL

  
	
   

  	
  Name: David O’Driscoll

  
	
   

  	
  Title: Assistant Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ AIDAN LANIGAN

  
	
   

  	
  Name: Aidan Lanigan

  
	
   

  	
  Title: Vice President

  



 
















 


	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY

  
	
   

  	
  AMERICAS

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DUSAN LAZAROV

  
	
   

  	
  Name: Dusan Lazarov

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ EVELYN THIERRY

  
	
   

  	
  Name: Evelyn Thierry

  
	
   

  	
  Title: Vice President

  



 

















 


	
   

  	
  CALYON NEW YORK BRANCH

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MICHAEL D. WILLIS

  
	
   

  	
  Name: Michael D. Willis

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DENNIS E. PETITO

  
	
   

  	
  Name: Dennis E. Petito

  
	
   

  	
  Title: Managing Director

  



 

















 


	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DARIA M. MAHONEY

  
	
   

  	
  Name: Daria M. Mahoney

  
	
   

  	
  Title: Vice President

  



 

















 


	
   

  	
  COMERICA BANK

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PETER L. SEFZIK

  
	
   

  	
  Name: Peter L. Sefzik

  
	
   

  	
  Title: Senior Vice
  President

  



 

















 


	
   

  	
  FORTIS CAPITAL CORP.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MICHELE JONES

  
	
   

  	
  Name: Michele Jones

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ILENE FOWLER

  
	
   

  	
  Name: Ilene Fowler

  
	
   

  	
  Title: Director

  



 

















 


	
   

  	
  BANK OF AMERICA

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEPHEN J. HOFFMAN

  
	
   

  	
  Name: Stephen J. Hoffman

  
	
   

  	
  Title: Managing Director

  



 

















 


	
   

  	
  GOLDMAN SACHS CREDIT
  PARTNERS L.P.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN MAKRINOS

  
	
   

  	
  Name: John Makrinos

  
	
   

  	
  Title: Authorized
  Signatory

  



 

















 


	
   

  	
  BARCLAYS BANK PLC

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DOUGLAS BERNEGGER

  
	
   

  	
  Name: Douglas Bernegger

  
	
   

  	
  Title: Director