SCHEDULE 1.01
COMMITMENTS
The Royal Bank of Scotland plc
$ 70,000,000.00
Barclays Bank PLC.
$ 70,000,000.00
DnB NOR Bank ASA
$ 70,000,000.00
Bank of America, N.A.
$ 40,000,000.00
The Bank of East Asia, Limited, Los Angeles Branch
$ 15,000,000.00
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
$ 61,000,000.00
Compass Bank
$ 49,000,000.00
BNP Paribas
$ 49,000,000.00
Calyon New York Branch
$ 49,000,000.00
Chang Hwa Commercial Bank, Ltd., New York Branch
$ 10,000,000.00
Citibank, N.A.
$ 49,000,000.00
Credit Suisse, Cayman Island Branch
$ 49,000,000.00
Deutsche Bank AG New York Branch
$ 61,000,000.00
Erste Group Bank AG
$ 15,000,000.00
First Commercial Bank, New York Agency
$ 10,000,000.00
Hua Nan Commercial Bank, Ltd., Los Angeles Branch
$ 10,000,000.00
ING Capital LLC
$ 61,000,000.00
Mega International Commercial Bank Co., Ltd. Los Angeles Branch
$ 10,000,000.00
Morgan Stanley Bank, National Association
$ 49,000,000.00
Natixis
$ 49,000,000.00
Royal Bank of Canada
$ 40,000,000.00
State Bank of India, Chicago
$ 15,000,000.00
Sumitomo Mitsui Banking Corporation
$ 49,000,000.00
UBS Loan Finance LLC
$ 40,000,000.00
U.S. Bank National Association
$ 49,000,000.00
Wells Fargo Bank NA
$ 61,000,000.00
TOTAL
$ 1,100,000,000.00
Schedule 1.01 - Page 1
SCHEDULE 4.01
EXISTING SUBSIDIARIES
Jurisdiction of Organization, Name of Subsidiary
Ownership
Information
Formation, or Corporation
FEP Arkansas Pipeline, LLC
100% owned by Fayetteville Express Pipeline LLC, its sole member
Arkansas
Schedule 4.01 - Page 1
EXHIBIT 1.01-A
FORM OF ASSIGNMENT AND ACCEPTANCE
This Assignment and Assumption (the "Assignment and Assumption") is dated
as of the Effective Date set forth below and is entered into by and between
[the][each]1 Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each]2 Assignee identified in item 2 below ([the][each, an]
"Assignee"). [It is understood and agreed that the rights and obligations of
[the Assignors][the Assignees]3 hereunder are several and not joint.]4
Capitalized terms used but not defined herein shall have the meanings given to
them in the Credit Agreement identified below (as amended, the "Credit
Agreement"), receipt of a copy of which is hereby acknowledged by [the][each]
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of
this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells
and assigns to [the Assignee][the respective Assignees], and [the][each]
Assignee hereby irrevocably purchases and assumes from [the Assignor][the
respective Assignors], subject to and in accordance with the Standard Terms and
Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below (including without limitation
any letters of credit, guarantees, and