FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 28, 2008 among EV ENERGY PARTNERS, L.P., As Parent, EV PROPERTIES, L.P., as Borrower, THE GUARANTORS, JPMORGAN CHASE BANK, N.A. as Administrative Agent, and THE LENDERS PARTY...
FIRST
AMENDMENT
TO
AMENDED
AND RESTATED CREDIT
AGREEMENT
Dated
as of August 28, 2008
among
EV
ENERGY PARTNERS, L.P.,
As
Parent,
EV
PROPERTIES, L.P.,
as
Borrower,
THE
GUARANTORS,
JPMORGAN
CHASE BANK, N.A.
as
Administrative Agent,
and
THE
LENDERS PARTY HERETO
FIRST
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS
FIRST
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
(this
“First
Amendment”)
dated
as of August 28, 2008, is among EV
ENERGY
PARTNERS, L.P., a
Delaware limited partnership (the “Parent”);
EV
PROPERTIES, L.P., a Delaware limited partnership (the “Borrower”);
the
undersigned guarantors (the “Guarantors”,
and
together with the Parent and the Borrower, the “Obligors”);
each
of the lenders party to the Credit Agreement referred to below (collectively,
the “Lenders”);
and
JPMORGAN
CHASE BANK, N.A.,
as
administrative agent for the Lenders (in such capacity, together with its
successors in such capacity, the “Administrative
Agent”).
R
E C I T A L S
A. The
Borrower, the Parent, the Agents and the Lenders are parties to that certain
Amended and Restated Credit Agreement dated as of October 1, 2007 (as amended,
the “Credit
Agreement”),
pursuant to which the Lenders have made certain credit available to and on
behalf of the Borrower.
B. The
Borrower has requested and the Administrative Agent and the Lenders have agreed
to amend certain provisions of the Credit Agreement.
C. NOW,
THEREFORE, to induce the Administrative Agent and the Lenders to enter into
this
First Amendment and 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 used herein but not otherwise defined herein has the meaning
given such term in the Credit Agreement, as amended by this First Amendment.
Unless otherwise indicated, all section references in this First Amendment
refer
to sections of the Credit Agreement.
Section
2. Amendments
to Credit Agreement.
2.1 Amendments
to Section 1.02.
(a) The
definition of “Agreement”
is
hereby amended in its entirety to read as follows:
“Agreement”
means
this Credit Agreement, as amended by the First Amendment, including the
Schedules and Exhibits hereto, as the same may be amended or supplemented from
time to time.
(b) The
definition of “Applicable
Margin”
is
hereby amended in its entirety to read as follows:
1
“Applicable
Margin”
means,
for any day, with respect to any ABR Loan or Eurodollar Loan, as the case may
be, the rate per annum set forth in the Borrowing Base Utilization Grid below
based upon the Borrowing Base Utilization Percentage then in
effect:
|
Borrowing
Base Utilization Grid
|
||||
|
Borrowing
Base Utilization Percentage
|
≤
50%
|
>
50% ≤ 75%
|
>
75% ≤ 90%
|
>
90%
|
|
ABR
Loans
|
0.000%
|
0.000%
|
0.250%
|
0.500%
|
|
Eurodollar
Loans
|
1.250%
|
1.500%
|
1.750%
|
2.000%
|
Each
change in the Applicable Margin shall apply during the period commencing on
the
effective date of such change and ending on the date immediately preceding
the
effective date of the next such change, provided, however, that if at any time
the Borrower fails to deliver a Reserve Report pursuant to Section 8.12(a),
then
the “Applicable Margin” means the rate per annum set forth on the grid when the
Borrowing Base Utilization Percentage is at its highest level.
(c) The
following definitions are hereby added where alphabetically appropriate to
read
as follows:
“Acquisition”
means
each of (i) the Protégé Acquisition, (ii) the San ▇▇▇▇ Acquisition and (iii) the
Trek Acquisition.
“Acquisition
Documents”
means
collectively, (i) the Protégé Acquisition Documents, (ii) the San ▇▇▇▇
Acquisition Documents and (iii) the Trek Acquisition Documents.
“Acquisition
Properties”
means
collectively, (i) the Protégé Acquisition Properties, (ii) the San ▇▇▇▇
Acquisition Properties and (iii) the Trek Acquisition Properties.
“First
Amendment”
means
that certain First Amendment to Amended and Restated Credit Agreement, dated
as
of August 28, 2008, among the Parent, the Borrower, the Guarantors, the
Administrative Agent and the Lenders party thereto.
“First
Amendment Effective Date”
means
August 28, 2008.
“Protégé
Acquisition”
means
the acquisition of certain Oil and Gas Properties pursuant to the terms and
conditions of the Protégé Acquisition Documents.
“Protégé
Acquisition Documents”
means
(a) the Purchase and Sale Agreement between Protégé Energy LLC, as Seller, and
Borrower, as Buyer, dated as of July 16, 2008, to be effective as of June 1,
2008, and (b) all bills of sale, assignments, agreements, instruments and
documents executed and delivered in connection therewith, as
amended.
2
“Protégé
Acquisition Properties”
means
the Oil and Gas Properties and other properties acquired by the Borrower
pursuant to the Protégé Acquisition Documents.
“San
▇▇▇▇ Acquisition”
means
the acquisition of certain Oil and Gas Properties pursuant to the terms and
conditions of the San ▇▇▇▇ Acquisition Documents.
“San
▇▇▇▇ Acquisition Documents”
means
(a) the Purchase and Sale Agreement between EnerVest Energy Institutional Fund
IX, L.P. and Energy Institutional Fund IX-WI, L.P., as Sellers, and Borrower,
as
Buyer, dated as of August 11, 2008, to be effective as of June 1, 2008, and
(b)
all bills of sale, assignments, agreements, instruments and documents executed
and delivered in connection therewith, as amended.
“San
▇▇▇▇ Acquisition Properties”
means
the Oil and Gas Properties and other properties acquired by the Borrower
pursuant to the San ▇▇▇▇ Acquisition Documents.
“Trek
Acquisition”
means
the acquisition of certain Oil and Gas Properties pursuant to the terms and
conditions of the Trek Acquisition Documents.
“Trek
Acquisition Documents”
means
(a) the Purchase and Sale Agreement between Trek Resources, Inc., as Seller,
and
Borrower, as Buyer, dated July 17, 2008, to be effective as of August 1, 2008,
and (b) all bills of sale, assignments, agreements, instruments and documents
executed and delivered in connection therewith, as amended.
“Trek
Acquisition Properties”
means
the Oil and Gas Properties and other properties acquired by the Borrower
pursuant to the Trek Acquisition Documents.
2.2 Amendment
to Section 2.07(a).
Section
2.07(a) is hereby amended in its entirety to read as follows:
(a) Borrowing
Base.
For the
period from and including the First Amendment Effective Date to but excluding
the next Scheduled Redetermination Date, the amount of the Borrowing Base shall
be $415,000,000. In connection with each Acquisition, assuming the conditions
in
Section 6.03 are satisfied with respect to such Acquisition, the Borrowing
Base
shall automatically increase by the amount set forth for such Acquisition on
Attachment
I
to the
First Amendment (the “Acquisition
Borrowing Base Adjustment”).
2.3 Amendment
to Section 3.05(d). Section 3.05(d) is hereby amended in its entirety to read
as
follows:
3
(d) Borrowing
Base Increase Fees.
The
Borrower agrees to pay to the Administrative Agent, for the account of each
Lender then party to this Agreement, ratably in accordance with its Applicable
Percentage, a Borrowing Base increase fee in an amount to be agreed at such
time, on the amount of any increase of the Borrowing Base over the highest
Borrowing Base previously in effect, payable on the day a New Borrowing Base
Notice is given.
2.4 Amendment
to Section 6.03.
Section
6.03 is hereby amended in its entirety as follows:
Section
6.03 Acquisition
Borrowing Base Adjustments.
Each
Acquisition Borrowing Base Adjustment shall not become effective until the
date
on which each of the following conditions is satisfied:
(a) The
Acquisition related to such Acquisition Borrowing Base Adjustment closes on
or
before October 1, 2008.
(b) The
Administrative Agent shall have received (i) a certificate of a Responsible
Officer certifying: (A) that the Borrower is concurrently consummating such
Acquisition in accordance with the terms of the relevant Acquisition Documents
(with all of the material conditions precedent thereto having been satisfied
in
all material respects by the parties thereto) and acquiring substantially all
of
the relevant Acquisition Properties contemplated by such Acquisition Documents;
(B) as to the final purchase price for such Acquisition Properties after giving
effect to all adjustments as of the closing date contemplated by the relevant
Acquisition Documents and specifying, by category, the amount of such
adjustment; (C) that attached thereto is a true and complete list of the
Acquisition Properties which have been excluded from such Acquisition pursuant
to the terms of the Acquisition Documents, specifying with respect thereto
the
basis of exclusion as (1) title defect, (2) preferential purchase right, (3)
environmental or (4) casualty loss; (D) that attached thereto is a true and
complete list of all Acquisition Properties for which any seller has elected
to
cure a title defect; (E) that attached thereto is a true and complete list
of
all Acquisition Properties for which any seller has elected to remediate an
adverse environmental condition; and (F) that attached thereto is a true and
complete list of all Acquisition Properties which are currently pending final
decision by a third party regarding purchase of such property in accordance
with
any preferential right; (ii) a true and complete executed copy of each of the
material Acquisition Documents; and (iii) such other related documents and
information as the Administrative Agent shall have reasonably
requested.
(c) The
Administrative Agent shall have received from the Borrower duly executed
Security Instruments in compliance with Section 8.14(a) and (b), as applicable,
for the relevant Acquisition Properties.
4
(d) The
Administrative Agent shall have received title information as the Administrative
Agent may reasonably require and which is satisfactory to the Administrative
Agent setting forth the status of title to the relevant Acquisition Properties
evaluated in the applicable Reserve Report.
(e) The
Administrative Agent shall be reasonably satisfied with the environmental
condition of the relevant Acquisition Properties.
(f) The
Administrative Agent shall have received appropriate UCC search certificates
reflecting no prior Liens encumbering the relevant Acquisition Properties other
than those being released or assigned to Administrative Agent concurrently
with
the consummation of such Acquisition and Liens permitted under Section
9.03.
(g) The
Administrative Agent shall have received a legal opinion of the Borrower’s legal
counsel in a form and of substance reasonably acceptable to the Administrative
Agent.
(h) The
Administrative Agent shall have received a certificate of a Responsible Officer
certifying (i) that the Borrower has received all consents and approvals
required by Section 7.03 in connection with such Acquisition and (ii) there
are
no actions, suits, investigations or proceedings by or before any arbitrator
or
Governmental Authority pending against or, to the knowledge of the Parent or
the
Borrower, threatened against or affecting the Parent, the Borrower or any of
their Subsidiaries that involve any relevant Acquisition Document, the
Transactions or that could impair the consummation of the Acquisition on the
time and in the manner contemplated by such Acquisition Documents.
(i) The
Administrative Agent shall have received evidence satisfactory to it that all
Liens associated with such Acquisition Properties (other than Liens permitted
under Section 9.03) have been released or terminated or assigned to the
Administrative Agent contemporaneously with the Acquisition and that
arrangements satisfactory to the Administrative Agent have been made for
recording and filing of such releases or assignments, as
applicable.
(j) The
Administrative Agent shall have received such other documents as the
Administrative Agent or special counsel to the Administrative Agent may
reasonably request with respect to such Acquisition.
2.5 Amendment
to Annex I.
Annex I
is hereby amended in it entirety by substituting Annex I-A attached
hereto.
Section
3. Additional
Lenders and Reallocation of Commitments and Loans.
The
Borrower has requested an increase in the Aggregate Maximum Credit Amounts
pursuant to Section 2.06(c) of the Credit Agreement to an aggregate maximum
amount of $700,000,000. In lieu of the requirements under Section
2.06(c)(ii)(E), the Lenders have agreed among themselves, in consultation with
the Borrower, to reallocate their respective Commitments. Further, ING Capital
LLC, U.S. Bank National Association and The Frost National Bank shall each
become party to the Credit Agreement as an Additional Lender. On the First
Amendment Effective Date and after giving effect to such reallocation of the
total Commitments, the Commitment of each Lender shall be as set forth on
Annex
I-A
of this
First Amendment. Each Additional Lender shall be deemed to have acquired the
Commitment allocated to it pursuant to the terms of the Additional Lender
Certificate attached as Exhibit
E-2
to the
Credit Agreement as if such Additional Lender had executed an Additional Lender
Certificate with respect to such allocation. The Administrative Agent and the
Borrower hereby consent to the reallocation of Commitments and each Additional
Lender’s acquisition of an interest in the total Commitments. Pursuant to the
terms hereof, the Borrower is increasing the Aggregate Maximum Credit Amounts
to
the maximum allowed under Section 2.06(c)(ii)(A); therefore, after giving effect
to this First Amendment, Section 2.06(c) of the Credit Agreement shall have
no
further force or effect.
5
Section
4. Conditions
Precedent.
This
First Amendment shall not become effective until the date on which each of
the
following conditions is satisfied (or waived in accordance with Section 12.02
of
the Credit Agreement):
4.1 The
Administrative Agent shall have received from each of the Lenders, the
Additional Lenders, the Parent, the Borrower and the Guarantors, counterparts
(in such number as may be requested by the Administrative Agent) of this First
Amendment signed on behalf of such Person.
4.2 The
Administrative Agent and the Lenders shall have received all fees and other
amounts due and payable on or prior to the date hereof.
4.3 No
Default shall have occurred and be continuing as of the date hereof, after
giving effect to the terms of this First Amendment.
The
Administrative Agent is hereby authorized and directed to declare this First
Amendment to be effective when it has received documents confirming or
certifying, to the satisfaction of the Administrative Agent, compliance with
the
conditions set forth in this Section 4 or the waiver of such conditions as
permitted hereby. Such declaration shall be final, conclusive and binding upon
all parties to the Credit Agreement for all purposes.
Section
5. Miscellaneous.
5.1 Confirmation.
The
provisions of the Credit Agreement, as amended by this First Amendment, shall
remain in full force and effect following the effectiveness of this First
Amendment.
5.2 Ratification
and Affirmation; Representations and Warranties. Each Obligor hereby
(a)
acknowledges the terms of this First Amendment; (b)
ratifies
and affirms its obligations under, and acknowledges, renews and extends its
continued liability under, each Loan Document to which it is a party and agrees
that each Loan Document to which it is a party remains in full force and effect,
except as expressly amended hereby, notwithstanding the amendments contained
herein and (c)
represents and warrants to the Lenders that as of the date hereof, after giving
effect to the terms of this First Amendment: (i) all of the representations
and
warranties contained in each Loan Document to which it is a party are true
and
correct, except to the extent any such representations and warranties are
expressly limited to an earlier date, in which case, such representations and
warranties shall continue to be true and correct as of such specified earlier
date, (ii) no Default or Event of Default has occurred and is continuing and
(iii) no event or events have occurred which individually or in the aggregate
could reasonably be expected to have a Material Adverse Effect.
6
5.3 Counterparts.
This First 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
First Amendment by facsimile transmission shall be effective as delivery of
a
manually executed counterpart hereof.
5.4 No
Oral
Agreement. This First 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
subsequent oral agreements between the parties.
5.5 GOVERNING
LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF TEXAS.
5.6 Payment
of Expenses. In accordance with Section 12.03 of the Credit Agreement, the
Borrower agrees to pay or reimburse the Administrative Agent for all of its
reasonable out-of-pocket costs and reasonable expenses incurred in connection
with this First 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.
5.7 Severability.
Any provision of this First 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.
5.8 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit
of
the parties hereto and their respective successors and assigns.
[SIGNATURES
BEGIN NEXT PAGE]
7
IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
duly
executed as of the date first written above.
| BORROWER: | EV PROPERTIES, L.P. | |
| |
By: |
EV Properties GP, LLC, its general partner |
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
||
| Title: Senior Vice President and Chief Financial Officer | ||
| PARENT AND GUARANTOR: | EV ENERGY PARTNERS, L.P. | |
| |
By: |
EV Energy GP, L.P., its general partner |
| By: | EV Management, L.L.C., its general partner | |
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
||
|
Title:
Senior
Vice President and Chief Financial
Officer
|
||
| OTHER GUARANTORS: | EV PROPERTIES GP, LLC | |
| |
|
|
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
||
| Title: Senior Vice President and Chief Financial Officer | ||
| ENERVEST PRODUCTION PARTNERS, LTD. | ||
| |
By: |
EVPP GP, LLC, its general partner |
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
||
| Title: Senior Vice President and Chief Financial Officer | ||
| CGAS PROPERTIES, L.P. | ||
| |
By: |
EVCG GP, LLC, its general partner |
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
||
| Title: Senior Vice President and Chief Financial Officer | ||
| ENERVEST-CARGAS, LTD. | ||
| |
By: |
EVPP GP, LLC, its general partner |
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
|
Name:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
|
||
|
Title:
Senior
Vice President and Chief Financial
Officer
|
||
1
|
LOWER
CARGAS
OPERATING COMPANY
LLC
|
||
| |
By: |
Enervest-Cargas, Ltd., its sole member |
| By: | Enervest-Cargas, Ltd., its sole member | |
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
|
Name:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
|
||
| Title: Senior Vice President and Chief Financial Officer | ||
|
EVPP
GP, LLC
EVCG
GP, LLC
|
||
| |
|
|
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
|
Name:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
|
||
| Title: Senior Vice President and Chief Financial Officer | ||
|
ENERVEST
MONROE MARKETING, LTD.
ENERVEST
MONROE GATHERING, LTD.
|
||
| |
By: |
EVPP GP, LLC, its general partner |
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
|
Name:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
|
||
| Title: Senior Vice President and Chief Financial Officer | ||
| ADMINISTRATIVE AGENT |
JPMORGAN
CHASE BANK, N.A., as
Administrative
Agent and as a Lender
|
|
| |
|
|
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
|
Name:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
|
||
|
Title:
Vice President
|
||
| LENDERS |
UNION
BANK
OF CALIFORNIA, N.A.,
as a Lender
|
|
| |
|
|
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
||
|
Title:
Vice President
|
||
|
WACHOVIA
BANK, NATIONAL
ASSOCIATION,
as a Lender
|
||
| |
|
|
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
||
| Title: Vice President | ||
2
| COMPASS BANK, as a Lender | ||
| |
|
|
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
||
| Title: Senior Vice President | ||
| BNP PARIBAS, as a Lender | ||
| |
|
|
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ |
||
| Title: Director | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ |
||
|
Title: Director
|
||
| COMERICA BANK, as a Lender | ||
| |
|
|
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇▇▇
▇▇▇▇▇▇
|
||
| Title: Corporate Banking Officer | ||
| ▇▇▇▇▇ FARGO BANK, N.A., as a Lender | ||
| |
|
|
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ |
||
|
Title: Vice
President
|
||
|
CITIBANK,
N.A.,
as a Lender
|
||
| |
|
|
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
||
| Title: Senior Vice President | ||
| THE BANK OF NOVA SCOTIA, as a Lender | ||
| |
|
|
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇ ▇▇▇▇▇▇ |
||
| Title: Director | ||
| ROYAL BANK OF CANADA, as a Lender | ||
| |
|
|
| By: | /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ | |
|
Name: ▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇▇
|
||
| Title: Authorized Signatory | ||
|
AMEGY
BANK NATIONAL
ASSOCIATION,
as a Lender
|
||
| |
|
|
| By: | /s/ W. ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
|
Name: W.
▇▇▇▇▇ ▇▇▇▇▇▇▇
|
||
| Title: Senior Vice President | ||
3
|
CREDIT
SUISSE, CAYMAN ISLANDS
BRANCH,
as a Lender
|
||
| |
|
|
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
||
|
Title: Director
|
||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇ ▇▇▇▇▇ |
||
| Title: Associate | ||
| ADDITIONAL LENDERS: | ING CAPITAL LLC, as a Lender | |
| |
|
|
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ | |
|
Name:
▇▇▇▇▇▇▇ ▇▇▇▇
|
||
| Title: Managing Director | ||
|
U.S.
BANK NATIONAL
ASSOCIATION,
as a Lender
|
||
| |
|
|
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ | |
|
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇ |
||
| Title: Vice President | ||
|
THE FROST
NATIONAL BANK,
as a
Lender
|
||
| |
|
|
| By: | /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
||
| Title: Senior Vice President | ||
4
ATTACHMENT
I
|
Acquisition
|
Borrowing
Base Increase Amount
|
|
Protégé
Acquistion
and
Trek
Acquisition
|
30,000,000
(Total Borrowing Base of $445,000,000)
|
|
San
▇▇▇▇ Acquisition
|
$80,000,000
(Total Borrowing Base of
$525,000,000)
|