exv10w1







Exhibit 10.1




THIRD AMENDMENT TO CREDIT AGREEMENT




     THIS THIRD AMENDMENT TO CREDIT AGREEMENT (herein called the “Amendment”) made as of August 11,
2009 by and among Encore Energy Partners Operating LLC, a Delaware limited liability company
(“Borrower”), Encore Energy Partners LP, a Delaware limited partnership (“Parent”), Bank of
America, N.A., as the Administrative Agent (the “Administrative Agent”) and L/C Issuer, and the
Lenders party hereto.



W I T N E S S E T H:




     WHEREAS, Borrower, Parent, the Administrative Agent, L/C Issuer and the lenders party thereto
(the “Lenders”) are party to that certain Credit Agreement dated as of March 7, 2007 (as heretofore
amended, the “Original Agreement”), for the purpose and consideration therein expressed, whereby
L/C Issuer became obligated to issue Letters of Credit to Borrower and the Lenders became obligated
to make loans to Borrower as therein provided; and



     WHEREAS, Borrower, Parent, the Administrative Agent, the L/C Issuer and the Lenders party
hereto desire to amend the Original Agreement as set forth herein;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
contained herein and in the Original Agreement, in consideration of the loans and other credit
which may hereafter be made by the Lenders and the L/C Issuer to the Borrower, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby agree as follows:



ARTICLE I.




DEFINITIONS AND REFERENCES




     Section 1.1. Terms Defined in the Original Agreement. Unless the context otherwise
requires or unless otherwise expressly defined herein, the terms defined in the Original Agreement
shall have the same meanings whenever used in this Amendment.



     Section 1.2. Other Defined Terms. Unless the context otherwise requires, the
following terms when used in this Amendment shall have the meanings assigned to them in this
Section 1.2.




     “Amendment” means this Third Amendment to Credit Agreement.




     “Amendment Documents” means this Amendment and all other documents or
instruments delivered in connection herewith.




     “Credit Agreement” means the Original Agreement as amended hereby.



[Third Amendment to

Credit Agreement]














 










ARTICLE II.




AMENDMENT TO ORIGINAL AGREEMENT




     Section 2.1. Applicable Margin. The definition of “Applicable Margin” in Section 1.01
of the Original Agreement is hereby amended in its entirety to read as follows:




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



	 	 	 	 	 
	Ratio of Total	 	Applicable Margin	 	 
	Outstandings to	 	for Eurodollar Rate	 	Applicable Margin
	Borrowing Base	 	Loans	 	for Base Rate Loans
	less than .50 to 1
	 	2.250%
	 	1.250%
	greater than or equal to .50 to
1 but less than .75 to 1
	 	2.500%
	 	1.500%
	greater than or equal to .75 to
1 but less than .90 to 1
	 	2.750%
	 	1.750%
	greater than or equal to .90 to 1
	 	3.000%
	 	  2.000%”






     Section 2.2. Commitment Fee Percentage. The definition of “Commitment Fee Percentage”
in Section 1.01 of the Original Agreement is hereby amended in its entirety to read as follows:




     ““Commitment Fee Percentage” means, on any date, the percentage determined
pursuant to the table below based on the ratio of the Total Outstandings on such date to the
Borrowing Base in effect on such date:



	 	 	 
	Ratio of Total	 	 
	Outstandings to Borrowing	 	Commitment Fee
	Base	 	Percentage
	less than .50 to 1
	 	0.500%
	greater than or equal to .50 to 1 but less than .75 to 1
	 	0.500%
	greater than or equal to .75 to 1 but less than .90 to 1
	 	0.500%
	greater than or equal to
..90 to 1
	 	  0.500%”






[Third Amendment to

Credit Agreement]





2









 








     Section 2.3. Financial Covenants.



     (a) The definitions of “Consolidated Senior Interest Coverage Ratio” and “Consolidated Senior
Interest Expense” in Section 1.01 of the Original Agreement are hereby deleted in their entirety.



     (b) Section 7.13(b) of the Original Agreement is hereby amended in its entirety to read as
follows:




“(b) At the last day of each Fiscal Quarter, commencing September 30, 2009,
neither the Borrower nor Parent will permit the Consolidated Total Interest
Coverage Ratio to be less than 2.5 to 1.”



     Section 2.4. Schedule 2.01. Schedule 2.01 to the Original Agreement is hereby
replaced in its entirety with Schedule 2.01 attached hereto.



     Section 2.5. Borrowing Base. The Borrower, the Administrative Agent and the Lenders
agree that from the Effective Date (as defined below) until the next redetermination or adjustment
thereof, the Borrowing Base shall be $375,000,000.



ARTICLE III.




CONDITIONS OF EFFECTIVENESS




     Section 3.1. Conditions to Effectiveness of Amendment. This Amendment shall become
effective when and only when the Administrative Agent shall have received executed counterparts of
this Amendment (or a consent to this Amendment) from the Required Lenders and the following
conditions precedent have been satisfied (the date such conditions are so satisfied herein called
the “Effective Date”):




	 	(a)	 	Borrower shall have completed the acquisition of certain Mineral Interests from
Encore Operating, L.P. (“EOLP”), pursuant to that certain Purchase and Sale Agreement
dated as of June 28, 2009, among EOLP, Parent and Borrower (the “June 2009 Acquisition
Agreement”, and the transactions contemplated therein, the “June 2009 Acquisition
Transaction”) in accordance in all material respects with the terms of the June 2009
Acquisition Agreement and applicable law.
	 
	 	(b)	 	The Administrative Agent’s receipt of 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 Credit 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 (unless otherwise specified):





[Third Amendment to

Credit Agreement]




3









 









     (i) executed counterparts of this Amendment, sufficient in number for distribution
to the Administrative Agent, each Lender and the Borrower;




     (ii) a Note (or replacement Note) executed by the Borrower in favor of each Lender
requesting a Note to reflect such Lender’s Commitment after giving effect to this
Amendment;




     (iii) Mortgages or amendments to existing Mortgages covering Proved Mineral
Interests that have a Recognized Value of not less than the 80% of the Recognized Value
of all Proved Mineral Interests owned by the Credit Parties on the Effective Date
(after giving effect to the June 2009 Acquisition Transaction) and included in the
Borrowing Base in effect on the Effective Date, duly executed and delivered by the
applicable Credit Parties, together with such other assignments, conveyances,
agreements and other writings as may be reasonably requested by the Administrative
Agent, including, without limitation, UCC financing statements and/or amendments to
financing statements, in form and substance reasonably satisfactory to the
Administrative Agent;




     (iv) such certificates of resolutions or other action, incumbency certificates
and/or other certificates of Responsible Officers of each Credit 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 Credit
Party is a party;




     (v) such documents and certifications as the Administrative Agent may reasonably
require to evidence that each Credit Party is duly organized or formed, 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;




     (vi) a favorable opinion of Baker Botts L.L.P., counsel to the Credit Parties,
addressed to the Administrative Agent and each Lender, as to certain corporate matters
and as to the enforceability of the Mortgages and amendments to Mortgages, as
applicable, in Texas and otherwise in form and substance satisfactory to the
Administrative Agent;




     (vii) a favorable opinion of Holme Roberts & Owens, LLP, special Montana and
Wyoming counsel for the Administrative Agent, addressed to the Administrative Agent and
each Lender, as to the enforceability of the Mortgages and amendments to Mortgages, as
applicable, in Montana and Wyoming, respectively, and otherwise in form and substance
satisfactory to the Administrative Agent;




     (viii) a favorable opinion of Wold Johnson PC, special North Dakota counsel for
the Administrative Agent, addressed to the Administrative Agent and each Lender, as to
the enforceability of the Mortgages and amendments to



[Third Amendment to

Credit Agreement]





4









 









Mortgages, as applicable, in
North Dakota and otherwise in form and substance satisfactory to the Administrative
Agent;




     (ix) such lien search reports as the Administrative Agent shall reasonably
require, conducted in such jurisdictions and reflecting such names as the
Administrative Agent shall request;




     (x) a certificate of a Responsible Officer of the Borrower either (A) attaching
copies of all consents, licenses and approvals (other than those related to the
ordinary conduct of its business) required in connection with the execution, delivery
and performance by each Credit Party and the validity against such Credit 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; and




     (xi) a certificate signed by a Responsible Officer of the Borrower certifying (A)
that the conditions specified in Sections 4.02(a) and (b) of the Credit Agreement have
been satisfied as of the Effective Date, and (B) that there has not occurred a material
adverse change (x) in the assets, properties, financial condition or business
operations of Parent, the Borrower and its Subsidiaries (after giving effect to the
June 2009 Acquisition Transaction), taken as a whole, since the date of Parent’s most
recent annual and quarterly consolidated balance sheet and consolidated statements of
operations and cash flows delivered to the Administrative Agent pursuant to Section
6.01(a) or (b) of the Credit Agreement, as applicable, or (y) in the facts and
information regarding such entities or the June 2009 Acquisition Transaction as
represented to date.




	 	(c)	 	No litigation, arbitration or similar proceeding shall be pending or threatened
which calls into question the validity or enforceability of the June 2009 Acquisition
Agreement, this Amendment, the other Loan Documents or the transactions contemplated
hereby or thereby.
	 
	 	(d)	 	Administrative Agent shall have received, for the account of each Lender who
executes this Amendment on or before the Effective Date, an amendment fee equal to
0.10% of such Lender’s Applicable Percentage of the Borrowing Base in effect prior to
giving effect to this Amendment and the increase in the Borrowing Base contemplated
hereby.





     Section 3.2. Special Provisions Relating to New and Increased Commitments.



     (a) By its execution and delivery of this Amendment, each Lender that did not maintain a
Commitment under the Credit Agreement prior to the Effective Date (each a “New Lender”) hereby
assumes all of the rights and obligations of a Lender under the Credit Agreement. Administrative
Agent, L/C Issuer, and Borrower each hereby consent to and approve the Commitment of each New
Lender and the increase in the Commitment of each Lender that maintained a Commitment under the
Credit Agreement prior to the Effective Date (each an “Increasing Lender”).



[Third Amendment to

Credit Agreement]




5









 








     (b) Each New Lender and each Increasing Lender hereby represents and warrants to the
Administrative Agent and L/C Issuer as follows: (a) from and after the Effective Date it shall be
bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its
Commitment, shall have the obligations of a Lender thereunder, and (c) it has received a copy of
the Credit Agreement, together with copies of the most recent financial statements delivered
pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into this Amendment and
the Credit Agreement on the basis of which it has made such analysis and decision independently and
without reliance on the Administrative Agent, L/C Issuer, or any other Lender; and agrees that (1)
it will, independently and without reliance on the Administrative Agent, L/C Issuer or any other
Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Loan Documents,
and (2) it will perform in accordance with their terms all of the obligations which by the terms of
the Loan Documents are required to be performed by it as a Lender.



     (c) The Lenders (including the New Lenders and the Increasing Lenders) hereby authorize the
Administrative Agent and the Borrower to request borrowings from the Lenders and to make
prepayments of outstanding Loans in order to ensure that, upon the effectiveness of this Amendment,
the Loans of the Lenders shall be outstanding on a ratable basis in accordance with their
respective Applicable Percentages (after giving effect to this Amendment) and that the Commitments
shall be as set forth on Schedule 2.01 as amended hereby, and no such borrowing or prepayment shall
violate any provisions of the Credit Agreement. The Lenders hereby confirm that, from and after
the Effective Date, all participations of the Lenders in respect of Letters of Credit outstanding
under the Credit Agreement shall be based upon the Applicable Percentages of the Lenders (after
giving effect to this Amendment).



ARTICLE IV.




REPRESENTATIONS AND WARRANTIES




     Section 4.1. Representations and Warranties. In order to induce the L/C Issuer and
each Lender to enter into this Amendment, the Borrower and Parent represent and warrant to the L/C
Issuer and each Lender that the representations and warranties contained in Article V of the
Original Agreement or any other Loan Document are true and correct in all material respects on the
Effective Date (including, for all purposes, after giving effect to the Amendment Documents as
“Loan Documents” referred to therein), except to the extent such representations and warranties
specifically refer to an earlier date, in which case they are true and correct as of such earlier
date.



ARTICLE V.




MISCELLANEOUS




     Section 5.1. Ratification of Agreements. The Original Agreement as hereby amended is
hereby ratified and confirmed in all respects. The other Loan Documents, as they may be



[Third Amendment to

Credit Agreement]




6









 







amended or affected by the various Amendment Documents, are hereby ratified and confirmed in
all respects. Any reference to the Credit Agreement in any Loan Document shall be deemed to be a
reference to the Original Agreement as hereby amended. The execution, delivery and effectiveness
of this Amendment and the other Amendment Documents shall not, except as expressly provided herein
or therein, operate as a waiver of any right, power or remedy of the Administrative Agent or the
Lenders under the Credit Agreement or any other Loan Document, nor constitute a waiver of any
provision of the Credit Agreement or any other Loan Document.




     Section 5.2. Survival of Agreements. All representations, warranties, covenants and
agreements of any Credit Party herein shall survive the execution and delivery of this Amendment
and the performance hereof, and shall further survive until all of the Obligations are paid in
full. All statements and agreements contained in any certificate or instrument delivered by any
Credit Party hereunder or under the Credit Agreement to the Administrative Agent or any Lender
shall be deemed to constitute representations and warranties by, and/or agreements and covenants
of, such Credit Party under this Amendment and under the Credit Agreement.



     Section 5.3. Loan Documents. This Amendment is and the other Amendment Documents are
each a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply
hereto and thereto.



     Section 5.4. Governing Law. This Amendment shall be governed by and construed in
accordance with the Laws applicable to the Credit Agreement.



     Section 5.5. Counterparts; Fax. This Amendment may be separately executed in
counterparts and by the different parties hereto in separate counterparts, each of which when so
executed shall be deemed to constitute one and the same Amendment. This Amendment and the other
Amendment Documents may be validly executed by facsimile or other electronic transmission.



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



[The remainder of this page has been intentionally left blank.]



[Third Amendment to

Credit Agreement]



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     IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	ENCORE ENERGY PARTNERS OPERATING LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Robert C. Reeves	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Robert C. Reeves, Vice President, Chief	 	 
	 	 	 	 	Financial Officer, Treasurer and Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ENCORE ENERGY PARTNERS LP	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	Encore Energy Partners GP LLC, its sole

general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Robert C. Reeves
 

Robert C. Reeves, Senior Vice

President, Chief Financial Officer

and Treasurer
	 	 






	 	 	 	 	 
	 	ENCORE CLEAR FORK PIPELINE LLC

 	 
	 	By:  	/s/ Robert C. Reeves
 	 
	 	 	Robert C. Reeves, Vice President, Treasurer 	 
	 	 	and Secretary 	 
	 




[SIGNATURE PAGE TO THIRD AMENDMENT]














 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as 

Administrative Agent, L/C Issuer and a Lender

 	 
	 	By:  	/s/ Jeffrey H. Rathkamp
 	 
	 	 	Jeffrey H. Rathkamp 	 
	 	 	Managing Director 	 
	 



[SIGNATURE PAGE TO THIRD AMENDMENT]














 








	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL
 ASSOCIATION, as
Co-Syndication Agent and as a Lender

 	 
	 	By:  	/s/ David C. Brooks
 	 
	 	 	Name:  	David C. Brooks 	 
	 	 	Title:  	Vice President 	 
	 



[SIGNATURE PAGE TO THIRD AMENDMENT]

















 





	 	 	 	 	 
	 	FORTIS CAPITAL CORP., as Co-Syndication 

Agent and as a Lender

 	 
	 	By:  	/s/ Michele Jones
 	 
	 	 	Name:  	Michele Jones 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Darrell Holley
 	 
	 	 	Name:  	Darrell Holley 	 
	 	 	Title:  	Managing Director 	 
	 



[SIGNATURE PAGE TO THIRD AMENDMENT]





 









 





	 	 	 	 	 
	 	BNP PARIBAS, as Co-Documentation Agent and 

as a Lender

 	 
	 	By:  	/s/ Courtney Kubesch
 	 
	 	 	Name:  	Courtney Kubesch 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                                              /s/ Juan Carlos Sandoval
 	 
	 	 	Name:  	Juan Carlos Sandoval 	 
	 	 	Title:  	Vice President 	 
	 



[SIGNATURE PAGE TO THIRD AMENDMENT]






 









 








	 	 	 	 	 
	 	CALYON NEW YORK BRANCH, as Co-

Documentation Agent and as a Lender

 	 
	 	By:  	/s/ Tom Byargeon
 	 
	 	 	Name:  	Tom Byargeon 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Sharada Manne
 	 
	 	 	Name:  	Sharada Manne 	 
	 	 	Title:  	Director 	 
	 



[SIGNATURE PAGE TO THIRD AMENDMENT]





 









 





	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, as a Lender

 	 
	 	By:  	/s/ D.G. Mills
 	 
	 	 	Name:  	D.G. Mills 	 
	 	 	Title:  	Managing Director 	 
	 



[SIGNATURE PAGE TO THIRD AMENDMENT]





 









 





	 	 	 	 	 
	 	COMERICA BANK, as a Lender

 	 
	 	By:  	/s/ V. Mark Fuqua
 	 
	 	 	Name:  	V. Mark Fuqua 	 
	 	 	Title:  	Senior Vice President 	 
	 



[SIGNATURE PAGE TO THIRD AMENDMENT]





 









 





	 	 	 	 	 
	 	NATIXIS, as a Lender

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



[SIGNATURE PAGE TO THIRD AMENDMENT]





 









 





	 	 	 	 	 
	 	BANK OF SCOTLAND plc, as a Lender

 	 
	 	By:  	/s/ Julia R. Franklin
 	 
	 	 	Name:  	Julia R. Franklin 	 
	 	 	Title:  	Assistant Vice President 	 
	 



[SIGNATURE PAGE TO THIRD AMENDMENT]





 









 





	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ Justin M. Alexander
 	 
	 	 	Name:  	Justin M. Alexander 	 
	 	 	Title:  	Vice President 	 
	 



[SIGNATURE PAGE TO THIRD AMENDMENT]





 









 





	 	 	 	 	 
	 	UNION BANK, N.A., as a Lender

 	 
	 	By:  	/s/ Alison Fuqua
 	 
	 	 	Name:  	Alison Fuqua 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	 	 
	 	By:  	                                              /s/ Sean Murphy
 	 
	 	 	Name:  	Sean Murphy 	 
	 	 	Title:  	Senior Vice President 	 
	 



[SIGNATURE PAGE TO THIRD AMENDMENT]





 









 





	 	 	 	 	 
	 	THE FROST NATIONAL BANK, as a Lender

 	 
	 	By:  	/s/ Alex Zemkoski
 	 
	 	 	Name:  	Alex Zemkoski 	 
	 	 	Title:  	Vice President 	 
	 



[SIGNATURE PAGE TO THIRD AMENDMENT]





 









 





	 	 	 	 	 
	 	ROYAL BANK OF CANADA, as a Lender

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



[SIGNATURE PAGE TO THIRD AMENDMENT]





 









 





	 	 	 	 	 
	 	CAPITAL ONE, N.A., as a Lender

 	 
	 	By:  	/s/ Scott L. Joyce
 	 
	 	 	Name:  	Scott L. Joyce 	 
	 	 	Title:  	Senior Vice President 	 
	 



[SIGNATURE PAGE TO THIRD AMENDMENT]





 









 





	 	 	 	 	 
	 	COMPASS BANK, as a Lender

 	 
	 	By:  	/s/ Spencer Stasney
 	 
	 	 	Name:  	Spencer Stasney 	 
	 	 	Title:  	Vice President 	 
	 



[SIGNATURE PAGE TO THIRD AMENDMENT]





 









 





	 	 	 	 	 
	 	BARCLAYS BANK PLC, as a Lender

 	 
	 	By:  	/s/ Maria Lund
 	 
	 	 	Name:  	Maria Lund 	 
	 	 	Title:  	Vice President 	 
	 



[SIGNATURE PAGE TO THIRD AMENDMENT]





 









 





SCHEDULE 2.01




COMMITMENTS


AND APPLICABLE PERCENTAGES




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable
	Lender	 	Commitment	 	Percentage
	Bank of America, N.A.
	 	$	36,290,000.00	 	 	 	7.640000000	%
	Wachovia Bank, N.A.
	 	$	35,466,666.67	 	 	 	7.466666667	%
	Fortis Capital Corp.
	 	$	24,320,000.00	 	 	 	5.120000000	%
	BNP Paribas
	 	$	11,970,000.00	 	 	 	2.520000000	%
	Calyon New York Branch
	 	$	35,466,666.67	 	 	 	7.466666667	%
	The Bank of Nova Scotia
	 	$	24,320,000.00	 	 	 	5.120000000	%
	Comerica Bank
	 	$	35,466,666.67	 	 	 	7.466666667	%
	Natixis
	 	$	35,466,666.67	 	 	 	7.466666667	%
	Bank of Scotland
	 	$	35,466,666.67	 	 	 	7.466666667	%
	U.S. Bank National Association
	 	$	25,333,333.32	 	 	 	5.333333332	%
	Union Bank, N.A.
	 	$	25,333,333.33	 	 	 	5.333333333	%
	The Frost National Bank
	 	$	25,333,333.32	 	 	 	5.333333332	%
	Royal Bank of Canada
	 	$	35,466,666.67	 	 	 	7.466666667	%
	Capital One, N.A.
	 	$	29,766,666.67	 	 	 	6.266666667	%
	Compass Bank
	 	$	29,766,666.67	 	 	 	6.266666667	%
	Barclays Bank plc
	 	$	29,766,666.67	 	 	 	6.266666667	%
	 
	 	 	 	 	 	 	 	 
	Total
	 	$	475,000,000.00	 	 	 	100.000000000	%






					
	 	 	 	 	 
	 
	 	Schedule 2.01 
	 	[THIRD AMENDMENT]