ELEVENTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

EXECUTION VERSION

ELEVENTH AMENDMENT TO CREDIT AGREEMENT

dated as of October 28, 2016

among

Memorial Production Operating LLC,

as Borrower,

The Guarantors Party Hereto,

Xxxxx Fargo Bank, National Association,

as Administrative Agent,

JPMorgan Chase Bank, N.A.,

as Syndication Agent,

Royal Bank of Canada, Citizens Bank, N.A., MUFG Union Bank, N.A. f/k/a Union Bank,

N.A., and

Comerica Bank,

as Co-Documentation Agents,

and

The Lenders Party Hereto

Xxxxx Fargo Securities, LLC and X.X. Xxxxxx Securities LLC

Co-Lead Arrangers and Joint Bookrunners

ELEVENTH AMENDMENT TO CREDIT AGREEMENT

This ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Eleventh Amendment”), dated as of October 28, 2016 (the “Eleventh Amendment Effective Date”), is among MEMORIAL PRODUCTION OPERATING LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”); MEMORIAL PRODUCTION PARTNERS LP, a limited partnership formed under the laws of the State of Delaware (the “Parent”); each of the other undersigned guarantors (together with the Borrower and the Parent, collectively, the “Loan Parties”); each of the Lenders that is a signatory hereto; and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).

Recitals

A.        The Borrower, the Parent, the Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of December 14, 2011 (as amended prior to the date hereof, the “Credit Agreement”), pursuant to which the Lenders have, subject to the terms and conditions set forth therein, made certain credit available to and on behalf of the Borrower.

B.        The Borrower, the Parent, the Administrative Agent and the Lenders desire to (i) amend certain terms and provisions of the Credit Agreement to add a new Event of Default with respect to certain payments in connection with the Permitted Senior Unsecured Notes, (ii) reflect the reduction of the Borrowing Base from $925,000,000 to $740,000,000, to be effective as of the Eleventh Amendment Effective Date, and (iii) reflect the further reduction of the Borrowing Base from $740,000,000 to $720,000,000, to be effective as of December 1, 2016.

C.        NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.        Defined Terms.    Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Eleventh Amendment, shall have the meaning ascribed such term in the Credit Agreement, as amended hereby. Unless otherwise indicated, all section references in this Eleventh Amendment refer to the Credit Agreement.

Section 2.        Amendments as of the Eleventh Amendment Effective Date.   In reliance on the representations, warranties, covenants and agreements contained in this Eleventh Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Credit Agreement shall be amended effective as of the Eleventh Amendment Effective Date in the manner provided in this Section 2.

2.1        Additional Definition.   Section 1.02 of the Credit Agreement is hereby amended to add thereto in alphabetical order the following definition which shall read in full as follows:

“Liquidity” means, as of any date of determination, the sum of (a) unrestricted cash and Cash Equivalents of the Borrower and the other Loan Parties on such date (including cash and Cash Equivalents held in an account

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subject to the Administrative Agent’s Lien securing the Loan Parties’ obligations under the Loan Documents) plus (b) Availability on such date, provided that if a Borrowing Base Deficiency exists on such date, “Liquidity” means (x) unrestricted cash and Cash Equivalents of the Borrower and the other Loan Parties on such date (including cash and Cash Equivalents held in an account subject to the Administrative Agent’s Lien securing the Loan Parties’ obligations under the Loan Documents) minus (y) the Borrowing Base Deficiency on such date.

2.2        Amendment to Section 10.01 of the Credit Agreement.   Section 10.01 of the Credit Agreement is hereby amended by (a) deleting the “or” at the end of clause (n) thereof, (b) replacing the “.” at the end of clause (o) thereof with “; or” and (c) adding the following new clause (p) to the end thereof which shall read in full as follows:

(p)        notwithstanding any provision herein to the contrary, any Loan Party or Subsidiary of a Loan Party calls, makes or offers to make any Redemption of, or otherwise makes any payment of principal, accrued interest, fees, expense reimbursements or other amounts under or with respect to any Permitted Senior Unsecured Notes when, after giving pro forma effect to such Redemption or payment, Liquidity is less than $30,000,000.

Section 3.        Borrowing Base Redetermination and Reduction in Aggregate Elected Commitment Amounts.

3.1       In reliance on the representations, warranties, covenants and agreements contained in this Eleventh Amendment, the Borrowing Base (a) is hereby reduced from $925,000,000 to $740,000,000 effective as of the Eleventh Amendment Effective Date and (b) shall be further reduced from $740,000,000 to $720,000,000 effective as of December 1, 2016 unless an Interim Redetermination or other adjustment to the Borrowing Base, in each case made in accordance with the terms of the Credit Agreement, occurs after the Eleventh Amendment Effective Date and prior to December 1, 2016. The Borrowing Base shall remain at the applicable level until the next Scheduled Redetermination, the next Interim Redetermination or other adjustment to the Borrowing Base thereafter, whichever occurs first pursuant to the Credit Agreement. The redetermination of the Borrowing Base provided for in this Section 3.1 shall be deemed to be the Scheduled Redetermination scheduled for on or about October 1, 2016 for purposes of Section 2.07 of the Credit Agreement.

3.2       Pursuant to Section 2.06(c)(viii) of the Credit Agreement, the Aggregate Elected Commitment Amounts are automatically reduced (ratably among the Lenders in accordance with each Lender’s Applicable Percentage) to (a) $740,000,000 on the Eleventh Amendment Effective Date and (b) $720,000,000 on December 1, 2016 unless an Interim Redetermination or other adjustment to the Borrowing Base, in each case made in accordance with the terms of the Credit Agreement, occurs after the Eleventh Amendment Effective Date and prior to December 1, 2016, and Annex I to the Credit Agreement shall be deemed amended to reflect such amendments to each Lender’s Elected Commitment and the Aggregate Elected Commitment Amounts.

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Section 4.        Conditions Precedent to this Eleventh Amendment.  The effectiveness of the amendments to the Credit Agreement contained in Section 2 hereof is subject to the following:

4.1        The Administrative Agent shall have received counterparts of this Eleventh Amendment from the Loan Parties and the Required Lenders.

4.2        The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Eleventh Amendment Effective Date.

4.3        All fees and expenses due and owing to Linklaters LLP, Opportune LLP and Xxxxxx & Xxxxxx LLP invoiced prior to the Eleventh Amendment Effective Date shall have been paid or reimbursed by the Borrower.

4.4        No Default, Event of Default or Borrowing Base Deficiency shall exist immediately prior to or after giving effect to the amendments to the Credit Agreement contained in Section 2 hereof or the redetermination of the Borrowing Base provided for in Section 3 hereof.

4.5        The Administrative Agent shall have received such other documents as the Administrative Agent or counsel to the Administrative Agent may reasonably request.

The Administrative Agent shall notify the Borrower and the Lenders of the effectiveness of this Eleventh Amendment, and such notice shall be conclusive and binding.

Section 5.        Representations and Warranties; Etc.   Each Loan Party hereby affirms: (a) that as of the date hereof, all of the representations and warranties contained in each Loan Document to which such Loan Party is a party are true and correct in all material respects as though made on and as of the date hereof (unless made as of a specific earlier date, in which case, was true as of such date and except to the extent that any such representation and warranty is qualified by materiality, in which case such representation and warranty shall continue to be true and correct in all respects), (b) no Defaults exist under the Loan Documents or will, after giving effect to this Eleventh Amendment, exist under the Loan Documents and (c) no Material Adverse Effect has occurred.

Section 6.        Miscellaneous.

6.1        Confirmation and Effect.   The provisions of the Credit Agreement (as amended by this Eleventh Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this Eleventh Amendment. Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby. This Eleventh Amendment is a Loan Document for all purposes under the Loan Documents.

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6.2        Ratification and Affirmation of Loan Parties.  Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Eleventh Amendment, (b) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, as amended hereby, (c) acknowledges, renews and extends its continued liability under the Guaranty Agreement and the other Loan Documents to which it is a party, as amended hereby, (d) ratifies and affirms all Liens granted by it pursuant to the Loan Documents to secure the Indebtedness (except to the extent that such Liens have been released in accordance with the Loan Documents) and (e) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party, as amended hereby, remains in full force and effect with respect to the Indebtedness.

6.3        Counterparts.  This Eleventh Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Eleventh Amendment by facsimile or electronic (e.g., pdf) transmission shall be effective as delivery of a manually executed original counterpart hereof.

6.4        No Oral Agreement.      THIS WRITTEN ELEVENTH AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

6.5        Governing Law.  THIS ELEVENTH AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6.6        Payment of Expenses.      The Borrower agrees to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and expenses incurred in connection with this Eleventh Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

6.7        Severability.  Any provision of this Eleventh Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

6.8        Successors and Assigns.  This Eleventh Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

[Signature pages follow]

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

BORROWER:				MEMORIAL PRODUCTION OPERATING LLC,
				a Delaware limited liability company
						By:		Memorial Production Partners LP, its sole member
						By:		Memorial Production Partners GP LLC, its general partner
								By:		/s/ Xxxxxx X. Xxxxxxxxx, Xx.
								Name:		Xxxxxx X. Xxxxxxxxx, Xx.
								Title:		Chief Financial Officer
GUARANTORS:				MEMORIAL PRODUCTION PARTNERS LP,
				a Delaware limited partnership
						By:		Memorial Production Partners GP LLC, its general partner
								By:		/s/ Xxxxxx X. Xxxxxxxxx, Xx.
								Name:		Xxxxxx X. Xxxxxxxxx, Xx.
								Title:		Chief Financial Officer
				COLUMBUS ENERGY, LLC,
				a Delaware limited liability company
						By:		Memorial Production Operating LLC, its sole member
						By:		Memorial Production Partners LP, its sole member
						By:		Memorial Production Partners GP LLC, its general partner
								By:		/s/ Xxxxxx X. Xxxxxxxxx, Xx.
								Name:		Xxxxxx X. Xxxxxxxxx, Xx.
								Title:		Chief Financial Officer

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		WHT ENERGY PARTNERS LLC, a Delaware limited liability company
				By:		Memorial Production Operating LLC, its sole member
				By:		Memorial Production Partners LP, its sole member
				By:		Memorial Production Partners GP LLC, its general partner
						By:		/s/ Xxxxxx X. Xxxxxxxxx, Xx.
						Name:		Xxxxxx X. Xxxxxxxxx, Xx.
						Title:		Chief Financial Officer
		RISE ENERGY OPERATING, LLC, a Delaware limited liability company
				By:		Memorial Production Operating LLC, its sole member
				By:		Memorial Production Partners LP, its sole member
				By:		Memorial Production Partners GP LLC, its general partner
						By:		/s/ Xxxxxx X. Xxxxxxxxx, Xx.
						Name:		Xxxxxx X. Xxxxxxxxx, Xx.
						Title:		Chief Financial Officer

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		RISE ENERGY MINERALS, LLC, a Delaware limited liability company
				By:		Rise Energy Operating, LLC, its sole member
				By:		Memorial Production Operating LLC, its sole member
				By:		Memorial Production Partners LP, its sole member
				By:		Memorial Production Partners GP LLC, its general partner
						By:		/s/ Xxxxxx X. Xxxxxxxxx, Xx.
						Name:		Xxxxxx X. Xxxxxxxxx, Xx.
						Title:		Chief Financial Officer
		RISE ENERGY BETA, LLC, a Delaware limited liability company
				By:		Rise Energy Operating, LLC, its sole member
				By:		Memorial Production Operating LLC, its sole member
				By:		Memorial Production Partners LP, its sole member
				By:		Memorial Production Partners GP LLC, its general partner
						By:		/s/ Xxxxxx X. Xxxxxxxxx, Xx.
						Name:		Xxxxxx X. Xxxxxxxxx, Xx.
						Title:		Chief Financial Officer

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		MEMORIAL PRODUCTION FINANCE CORPORATION, a Delaware corporation
				By:		/s/ Xxxxxx X. Xxxxxxxxx, Xx.
				Name: Xxxxxx X. Xxxxxxxxx, Xx.
				Title:  Chief Financial Officer

		WHT CARTHAGE LLC, a Delaware limited liability company
				By:		WHT Energy Partners LLC, its sole member
				By:		Memorial Production Operating LLC, its sole member
				By:		Memorial Production Partners LP, its sole member
				By:		Memorial Production Partners GP LLC, its general partner
						By:		/s/ Xxxxxx X. Xxxxxxxxx, Xx.
						Name:		Xxxxxx X. Xxxxxxxxx, Xx.
						Title:		Chief Financial Officer
		MEMORIAL ENERGY SERVICES LLC, a Delaware limited liability company
				By:		Memorial Production Operating LLC, its sole member
				By:		Memorial Production Partners LP, its sole member
				By:		Memorial Production Partners GP LLC, its general partner
						By:		/s/ Xxxxxx X. Xxxxxxxxx, Xx.
						Name:		Xxxxxx X. Xxxxxxxxx, Xx.
						Title:		Chief Financial Officer

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		MEMORIAL MIDSTREAM LLC,
		a Texas limited liability company
				By:		Memorial Production Operating LLC, its sole member
				By:		Memorial Production Partners LP, its sole member
				By:		Memorial Production Partners GP LLC, its general partner
						By:		/s/ Xxxxxx X. Xxxxxxxxx, Xx.
						Name:		Xxxxxx X. Xxxxxxxxx, Xx.
						Title:		Chief Financial Officer
		SAN XXXXX BAY PIPELINE COMPANY, a California corporation
				By:  /s/ Xxxxxx X. Xxxxxxxxx, Xx.
				Name: Xxxxxx X. Xxxxxxxxx, Xx.
				Title:   Chief Financial Officer

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		MEMP SERVICES LLC
		By:		Memorial Production Partners LP, its sole member
		By:		Memorial Production Partners GP LLC, its general partner
		By:   /s/ Xxxxxx X. Xxxxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxxxx, Xx.
		Title:  Chief Financial Officer
		BETA OPERATING COMPANY, LLC
		By:		Memorial Production Operating LLC, its sole member
		By:		Memorial Production Partners LP, its sole member
		By:		Memorial Production Partners GP LLC, its general partner
		By:   /s/ Xxxxxx X. Xxxxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxxxx, Xx.
		Title:  Chief Financial Officer
		MEMORIAL PRODUCTION PARTNERS GP LLC
		By:   /s/ Xxxxxx X. Xxxxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxxxx, Xx.
		Title:  Chief Financial Officer

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ADMINISTRATIVE AGENT AND LENDER:

		XXXXX FARGO BANK, NATIONAL ASSOCIATION,
		as Administrative Agent, Issuing Bank and a Lender
		By:		/s/ Xxxxx XxXxxxx
		Name:		Xxxxx XxXxxxx
		Title:		Director

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LENDER:				ASSOCIATED BANK, N.A., as a Lender
				By:		/s/ Xxxxx Xxxxxxx
				Name: Xxxxx Xxxxxxx
				Title: Senior Vice President

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LENDER:				BARCLAYS BANK PLC, as a Lender
				By:		/s/ Xxxxxxxxxxx Xxxxxx
				Name: Xxxxxxxxxxx Xxxxxx
				Title: Assistant Vice President

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LENDER:				BRANCH BANKING AND TRUST COMPANY, as a Lender
				By:		/s/ Xxxxxx Xxxx
				Name: Xxxxxx Xxxx
				Title: AVP

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LENDER:				BMO XXXXXX BANK, N.A., as a Lender
				By:		/s/ Xxxxx X. Xxxxxx
				Name: Xxxxx X. Xxxxxx
				Title:   Managing Director

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LENDER:				BANK OF AMERICA, N.A., as a Lender
				By:		/s/ Xxxx Xxxxxxx
				Name: Xxxx Xxxxxxx
				Title: Vice President

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LENDER:				CADENCE BANK, N.A., as a Lender
				By:		/s/ Xxxxxxx Xxxxxx
				Name: Xxxxxxx Xxxxxx
				Title: Vice President

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LENDER:				CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender
				By:		/s/ Xxxxxxx X. Xxxxxxx

				Name: Xxxxxxx X. Xxxxxxx
				Title:		Executive Director

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LENDER:				CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
				By:		/s/ Xxxxxxx Xxxxxxx
				Name: Xxxxxxx Xxxxxxx
				Title: Senior Director

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LENDER:				XXXXXXX, XXXXXXXXXXXX, as a Lender
				By:		/s/ Xxxxx X. Xxxxx
				Name: Xxxxx X. Xxxxx
				Title: Authorized Signer

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LENDER:				CITIBANK, N.A., as a Lender
				By:		/s/ Xxxxx Xxxxxxx
				Name: Xxxxx Xxxxxxx
				Title: Managing Director

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LENDER:				CITIZENS BANK, N.A., as a Lender
				By:		/s/ Xxxxx X. Xxxxx
				Name: Xxxxx X. Xxxxx
				Title: Senior Vice President

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LENDER:				COMPASS BANK, as a Lender
				By:		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title: Sr. Vice President

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LENDER:				CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
				By:		/s/ Xxxxx X. Xxxxxxxx
				Name: Xxxxx X. Xxxxxxxx
				Title: Director
				By:		/s/ Xxxxxxxx Xxxxxxx
				Name: Xxxxxxxx Xxxxxxx
				Title: Managing Director

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LENDER:				DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
				By:		/s/ Xxxxx Xxxxxxx
				Name: Xxxxx Xxxxxxx
				Title: Director
				By:		/s/ Xxxxxxxx Xxxx
				Name: Xxxxxxxx Xxxx
				Title: Vice President

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LENDER:				XXXXXXX SACHS BANK USA, as a Lender
				By:		/s/ Xxxxxx Xxxxx
				Name: Xxxxxx Xxxxx
				Title: Authorized Signatory

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LENDER:				ING CAPITAL LLC, as a Lender
				By:		/s/ Xxxx Xxxxxx
				Name: Xxxx Xxxxxx
				Title:   Director
				By:		/s/ Xxxxxxx Xxxx
				Name: Xxxxxxx Xxxx
				Title: Managing Director

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LENDER:				JPMORGAN CHASE BANK, N.A., as a Lender
				By:		/s/ Xxxxxxx X. Xxxxxx
				Name: Xxxxxxx X. Xxxxxx
				Title: Authorized Officer

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LENDER:				MUFG UNION BANK, N.A. f/k/a UNION BANK, N.A., as a Lender
				By:		/s/ Xxxx X. Xxxxxxx
				Name: Xxxx X. Xxxxxxx
				Title: Managing Director

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LENDER:				NATIXIS, NEW YORK BRANCH, as a Lender
				By: /s/ Xxxxx Le Foyer
				Name: Xxxxx Le Foyer
				Title: Director
				By: /s/ Xxxxxx Xxxx
				Name: Xxxxxx Xxxx
				Title: Vice President

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LENDER:				REGIONS BANK, as a Lender
				By:		/s/ Xxxxxx X. Xxxxxx
				Name: Xxxxxx X. Xxxxxx
				Title:   Managing Director

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LENDER:				ROYAL BANK OF CANADA, as a Lender
				By:		/s/ Xxxx Xxxxxxx, Xx.
				Name: Xxxx Xxxxxxx, Xx.
				Title: Authorized Signatory

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LENDER:				SUNTRUST BANK, as a Lender
				By:		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title: First Vice President

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LENDER:				UBS AG, STAMFORD BRANCH, as a Lender
				By:		/s/ Xxxxxxx Xxxxx
				Name: Xxxxxxx Xxxxx
				Title:   Director
				By:		/s/ Xxxxxxx Xxxx
				Name: Xxxxxxx Xxxx
				Title:   Director

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Annex I

LIST OF MAXIMUM CREDIT AMOUNTS AND ELECTED COMMITMENTS

as of Eleventh Amendment Effective Date

Name of Lender		Applicable Percentage		Maximum Credit  Amount		Elected Commitment
Xxxxx Fargo Bank, National Association		6.94444444%		$138,888,888.90		$51,388,888.88
JPMorgan Chase Bank, N.A.		6.00000000%		$138,888,888.90		$51,388,888.88
Bank of America, N.A.		6.94444444%		$138,888,888.90		$51,388,888.88
Citibank, N.A.		6.00000000%		$138,888,888.90		$51,388,888.88
Barclays Bank PLC		4.00000000%		$83,333,333.33		$30,833,333.34
Compass Bank		4.00000000%		$83,333,333.33		$30,833,333.34
Canadian Imperial Bank of Commerce, New York Branch		4.00000000%		$83,333,333.33		$30,833,333.34
Comerica Bank		4.00000000%		$83,333,333.33		$30,833,333.34
Credit Agricole Corporate and Investment Bank		4.00000000%		$83,333,333.33		$30,833,333.34
ING Capital LLC		4.16666667%		$83,333,333.33		$30,833,333.34
Natixis, New York Branch		4.16666667%		$83,333,333.33		$30,833,333.34
Royal Bank of Canada		4.00000000%		$83,333,333.33		$30,833,333.34
MUFG Union Bank, N.A. f/k/a Union Bank, N.A.		4.00000000%		$83,333,333.33		$30,833,333.34
U.S. Bank National Association		4.16666667%		$83,333,333.33		$30,833,333.34
Capital One, National Association		3.47222222%		$69,444,444.44		$25,694,444.45
UBS AG, Stamford Branch		3.47222222%		$69,444,444.44		$25,694,444.45
BMO Xxxxxx Bank, N.A.		2.00000000%		$51,388,888.89		$19,013,888.89
Branch Banking and Trust Company		2.56944444%		$51,388,888.89		$19,013,888.89
Santander Bank, N.A.		2.00000000%		$51,388,888.89		$19,013,888.89
Citizens Bank, N.A.		2.00000000%		$51,388,888.89		$19,013,888.89
Regions Bank		2.00000000%		$46,928,047.83		$17,363,377.70
Deutsche Bank AG New York Branch		2.09804205%		$41,960,841.06		$15,525,511.19
Associated Bank, N.A		1.00000000%		$37,500,000.00		$13,875,000.00
Cadence Bank, N.A.		1.00000000%		$37,500,000.00		$13,875,000.00
ZB, N.A. dba Amegy Bank		1.00000000%		$37,500,000.00		$13,875,000.00
SunTrust Bank		1.00000000%		$37,500,000.00		$13,875,000.00
Xxxxxxx Sachs Bank USA		1.00000000%		$20,833,333.33		$7,708,333.33
Xxxxxxx, Xxxxxxxxxxxx		0.34722222%		$6,944,444.44		$2,569,444.45
TOTAL		100.00000000%		$2,000,000,000.00		$740,000,000.00

ANNEX I–1

LIST OF MAXIMUM CREDIT AMOUNTS AND ELECTED COMMITMENTS

as of December 1, 2016

Name of Lender		Applicable Percentage		Maximum Credit  Amount		Elected Commitment
Xxxxx Fargo Bank, National Association		6.94444444%		$138,888,888.90		$50,000,000.00
JPMorgan Chase Bank, N.A.		6.00000000%		$138,888,888.90		$50,000,000.00
Bank of America, N.A.		6.94444444%		$138,888,888.90		$50,000,000.00
Citibank, N.A.		6.00000000%		$138,888,888.90		$50,000,000.00
Barclays Bank PLC		4.00000000%		$83,333,333.33		$30,000,000.00
Compass Bank		4.00000000%		$83,333,333.33		$30,000,000.00
Canadian Imperial Bank of Commerce, New York Branch		4.00000000%		$83,333,333.33		$30,000,000.00
Comerica Bank		4.00000000%		$83,333,333.33		$30,000,000.00
Credit Agricole Corporate and Investment Bank		4.00000000%		$83,333,333.33		$30,000,000.00
ING Capital LLC		4.16666667%		$83,333,333.33		$30,000,000.00
Natixis, New York Branch		4.16666667%		$83,333,333.33		$30,000,000.00
Royal Bank of Canada		4.00000000%		$83,333,333.33		$30,000,000.00
MUFG Union Bank, N.A. f/k/a Union Bank, N.A.		4.00000000%		$83,333,333.33		$30,000,000.00
U.S. Bank National Association		4.16666667%		$83,333,333.33		$30,000,000.00
Capital One, National Association		3.47222222%		$69,444,444.44		$25,000,000.00
UBS AG, Stamford Branch		3.47222222%		$69,444,444.44		$25,000,000.00
BMO Xxxxxx Bank, N.A.		2.00000000%		$51,388,888.89		$18,500,000.00
Branch Banking and Trust Company		2.56944444%		$51,388,888.89		$18,500,000.00
Santander Bank, N.A.		2.00000000%		$51,388,888.89		$18,500,000.00
Citizens Bank, N.A.		2.00000000%		$51,388,888.89		$18,500,000.00
Regions Bank		2.00000000%		$46,928,047.83		$16,894,097.22
Deutsche Bank AG New York Branch		2.09804205%		$41,960,841.06		$15,105,902.78
Associated Bank, N.A		1.00000000%		$37,500,000.00		$13,500,000.00
Cadence Bank, N.A.		1.00000000%		$37,500,000.00		$13,500,000.00
ZB, N.A. dba Amegy Bank		1.00000000%		$37,500,000.00		$13,500,000.00
SunTrust Bank		1.00000000%		$37,500,000.00		$13,500,000.00
Xxxxxxx Sachs Bank USA		1.00000000%		$20,833,333.33		$7,500,000.00
Xxxxxxx, Xxxxxxxxxxxx		0.34722222%		$6,944,444.44		$2,500,000.00
TOTAL		100.00000000%		$2,000,000,000.00		$720,000,000.00

ANNEX I–2