EXHIBIT 10.2
FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (this "First Amendment"), dated
as of January 21, 2005 (the "Effective Date"), is by and among DELTA PETROLEUM
CORPORATION, a Colorado corporation ("Borrower"), JPMORGAN CHASE BANK, N.A.,
successor by merger to Bank One, NA (Main Office Chicago), a national banking
association, as Administrative Agent ("Administrative Agent"), and each of the
financial institutions a party hereto as Banks (hereinafter collectively
referred to as "Banks," and individually, "Bank").
W I T N E S S E T H:
WHEREAS, Borrower, Administrative Agent and Banks are parties to that
certain Credit Agreement dated as of November 5, 2004 (as amended, the "Credit
Agreement") (unless otherwise defined herein, all terms used herein with their
initial letter capitalized shall have the meaning given such terms in the
Credit Agreement, as amended hereby); and
WHEREAS, in connection with the execution of this First Amendment,
certain of the Banks (herein referred to as "Assigning Banks") have entered
into Assignment and Acceptance Agreements with certain of the other Banks
(herein referred to as "Assignee Banks"), pursuant to which such Assigning
Banks assigned to Assignee Banks, and Assignee Banks acquired from such
Assigning Banks (as applicable), a portion of each such Assigning Bank's
Commitments and a portion of the Revolving Loans and Letter of Credit Exposure
held by each such Assigning Bank under the Credit Agreement; and
WHEREAS, Schedule 1.1 attached hereto reflects the Commitments of each
Bank after giving effect to the Assignment and Acceptance Agreements described
above, and Schedule 1.1 to the Credit Agreement is hereby amended and restated
in the form of Schedule 1.1 attached hereto; and
WHEREAS, Borrower has requested that Banks (i) amend certain terms of the
Credit Agreement in certain respects, (ii) establish a Borrowing Base and
Conforming Borrowing Base (as hereinafter defined) of $160,000,000 and
$140,000,000, respectively, to be effective as of the Effective Date and
continuing until the next Redetermination or other adjustment (as provided in
the Credit Agreement, as amended by this First Amendment) of the Borrowing
Base and the Conforming Borrowing Base thereafter, and (iii) consent to
certain transactions more particularly described herein; and
WHEREAS, subject to and upon the terms and conditions set forth herein,
Banks have agreed to Borrower's requests.
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, Administrative Agent and each Bank hereby agree as follows:
SECTION 1. Amendments. In reliance on the representations, warranties,
covenants and agreements contained in this First Amendment, and subject to
the satisfaction of each condition precedent set forth in Section 4 hereof,
the Credit Agreement is hereby amended effective as of the Effective Date in
the manner provided in this Section 1.
1.1 Amendment to Definitions. The definitions of "Administrative
Agent," "Applicable Margin," "Bank One," "Change of Control," "Commitment Fee
Percentage," "Letter of Credit Fee," "Loan Papers," "Redetermination,"
"Redetermination Date," "Restricted Payment," "Scheduled Redetermination" and
"Special Redetermination" contained in Section 1.1 of the Credit Agreement
shall be amended to read in full as follows:
"Administrative Agent" means JPMorgan Chase Bank, N.A., successor by
merger to Bank One, NA (Main Office Chicago), a national banking association,
in its capacity as administrative agent for Banks hereunder or any successor
thereto.
"Applicable Margin" means, on any date, with respect to each Type of
Revolving Loan, an amount determined by reference to the ratio of Outstanding
Credit to the Conforming Borrowing Base on such date in accordance with the
table below:
Ratio of Outstanding Credit to Applicable Margin for Applicable Margin for
Conforming Borrowing Base Eurodollar Loans Base Rate Loans
------------------------------ --------------------- ---------------------
> 1.0 to 1 2.750% 1.500%
>_ .90 to 1 and <_ 1.0 to 1 2.250% 1.000%
>_ .75 to 1 and < .90 to 1 2.000% 0.750%
>_ .50 to 1 and < .75 to 1 1.750% 0.500%
< .50 to 1 1.500% 0.250%
"Bank One" means JPMorgan Chase Bank, N.A., successor by merger to
Bank One, NA (Main Office Chicago), a national banking association, in its
capacity as a Bank.
"Change of Control" means (a) that, for any reason, (i) any Person
or group (as defined in Sections 13(d)(3) or 14(d)(2) of the Exchange Act)
shall become the direct or indirect beneficial owner (as defined in Section
13(d)(3) of the Exchange Act) of greater than thirty percent (30%) of the
total voting power of all classes of capital stock then outstanding of
Borrower entitled (without regard to the occurrence of any contingency) to
vote in elections of directors of Borrower, or (ii) any Credit Party (other
than Borrower) shall cease to be a wholly owned direct or indirect Subsidiary
of Borrower, or (b) a "Change of Control" (or similar defined term) as defined
in any of the Permitted Senior Unsecured Debt Documents.
"Commitment Fee Percentage" means, on any date, the percentage
determined by reference to the ratio of Outstanding Credit to the Conforming
Borrowing Base on such date in accordance with the table below:
Ratio of Outstanding Credit to Commitment Fee
Conforming Borrowing Base Percentage
------------------------------ --------------
> 1.0 to 1 0.500%
>_ .90 to 1 and <_ 1.0 to 1 0.500%
>_.75 to 1 and < .90 to 1 0.375%
>_.50 to 1 and < .75 to 1 0.375%
< .50 to 1 0.300%
"Letter of Credit Fee" means, with respect to any Letter of Credit
issued hereunder, a fee in an amount equal to the greater of (a) $500, or (b)
a percentage of the stated amount of such Letter of Credit (calculated on a
per annum basis based on the stated term of such Letter of Credit) determined
by reference to the ratio of the Outstanding Credit to the Conforming
Borrowing Base in effect on the date such Letter of Credit is issued in
accordance with the table below:
Ratio of Outstanding Credit to Per Annum Letter of Credit Fee
Conforming Borrowing Base Percentage
------------------------------- -------------------------------
> 1.0 to 1 2.750%
>_ .90 to 1 and < 1.0 to 1 2.250%
>_ .75 to 1 and < .90 to 1 2.000%
>_ .50 to 1 and < .75 to 1 1.750%
< .50 to 1 1.500%
"Loan Papers" means this Agreement, the First Amendment, the Notes,
each Facility Guaranty which may now or hereafter be executed, each Borrower
Pledge Agreement which may now or hereafter be executed, each Subsidiary
Pledge Agreement which may now or hereafter be executed, the Existing
Mortgages (as amended by the Assignment and Amendment to Mortgages), the
Assignments and Amendments to Mortgages, all Mortgages now or at any time
hereafter delivered pursuant to Section 5.1, all Letters of Credit, and all
other certificates, documents or instruments delivered in connection with this
Agreement, as the foregoing may be amended from time to time.
"Redetermination" means any Scheduled Redetermination, Special
Redetermination, Mandatory Debt Issuance Redetermination, Manti
Redetermination, or other redetermination of the Borrowing Base and/or
Conforming Borrowing Base pursuant to Section 4.4 or Section 4.8.
Notwithstanding anything to the contrary contained herein, no redetermination
of the Borrowing Base and/or Conforming Borrowing Base pursuant to Section 4.4
or Section 4.8 shall be deemed or construed to be a Special Redetermination.
"Redetermination Date" means (a) with respect to any Scheduled
Redetermination, each April 1 and October 1, commencing ▇▇▇▇▇ ▇, ▇▇▇▇, (▇)
with respect to any Special Redetermination, the first day of the first month
which is not less than twenty (20) Domestic Business Days following the date
of a request for a Special Redetermination, (c) with respect to any
redetermination of the Borrowing Base pursuant to Section 4.4, the date of the
consummation of any applicable Asset Disposition, (d) with respect to the
Mandatory Debt Issuance Redetermination, the date upon which Borrower
consummates the Debt Issuance in accordance with Section 4.6, (e) with respect
to any Manti Redetermination, each Manti Redetermination Date, and (f) with
respect to any redetermination of the Borrowing Base and/or Conforming
Borrowing Base pursuant to Section 4.8, March 15, 2005 (or as of a date
shortly thereafter to be designated by Administrative Agent in a notice to
Borrower). The Closing Date and the Effective Date (as defined in the First
Amendment) shall also constitute Redetermination Dates for purposes of this
Agreement.
"Restricted Payment" means, with respect to any Person, (a) any
Distribution by such Person, (b) any capital contribution, loan or advance by
any Credit Party to any Unrestricted Subsidiary, (c) the issuance of a
Guarantee by any Credit Party with respect to any Debt or other obligation of
any Unrestricted Subsidiary, other than Guarantees of Permitted Senior
Unsecured Debt permitted by Section 9.1(c) hereof, (d) the retirement,
redemption, defeasance, repurchase or prepayment prior to scheduled maturity
by such Person or any Affiliate of such Person of any Debt of such Person, or
(e) the retirement, redemption or payment by Borrower or any Affiliate of
Borrower of any part of the principal of the Permitted Senior Unsecured Debt
at any time prior to the termination of all Commitments and the payment and
performance in full of the Obligations.
"Scheduled Redetermination" means any Redetermination of the
Borrowing Base and the Conforming Borrowing Base pursuant to Section 4.2.
"Special Redetermination" means any Redetermination of the Borrowing
Base and the Conforming Borrowing Base pursuant to Section 4.3.
1.2 Additional Definitions. Section 1.1 of the Credit Agreement
shall be amended to add the following definitions to such Section:
"Conforming Borrowing Base" has the meaning set forth in Section 4.1
hereof.
"Consolidated Net Debt" means, for any Person for any period,
Consolidated Total Debt of such Person and its Consolidated Subsidiaries
determined on a consolidated basis for such period, less the aggregate amount
of cash held by such Person and its Consolidated Subsidiaries as of any
applicable date of determination.
"Debt Issuance" means the issuance and incurrence by Borrower of the
Permitted Senior Unsecured Debt pursuant to the terms of the Permitted Senior
Unsecured Debt Documents.
"Debt Issuance Reduction Amount" means, in connection with the
Mandatory Debt Issuance Redetermination, an amount equal to $.30 per U.S.
dollar on the gross aggregate amount of Permitted Senior Unsecured Debt issued
and incurred by Borrower in connection with the Debt Issuance. For avoidance
of doubt, and as an example only, in the event Borrower issues and incurs
Permitted Senior Unsecured Debt in an amount equal to $200,000,000, the "Debt
Issuance Reduction Amount" will equal $60,000,000.
"First Amendment" means that certain First Amendment to Credit
Agreement dated as of January 21, 2005, among Borrower, Administrative Agent
and Banks party thereto.
"Mandatory Debt Issuance Redetermination" means any Redetermination
of the Borrowing Base and the Conforming Borrowing Base pursuant to Section
4.6. Notwithstanding anything to the contrary contained herein, the Mandatory
Debt Issuance Redetermination shall not be deemed or construed to be a Special
Redetermination.
"Manti" means, collectively, Manti Resources, Inc., Manti Operating
Company, Manti Caballos Creek, Ltd., Manti Opossum Hollow, Ltd., J&P Oil and
Gas, Inc., Lara Energy, Inc. and SofRoc Fuel Co.
"Manti Acquisition" means the purchase by Borrower of the Manti
Assets pursuant to the Manti Acquisition Agreement, which purchase shall be on
terms and conditions reasonably acceptable to Administrative Agent and Banks.
"Manti Acquisition Agreement" means that certain Asset Purchase
Agreement dated as of December 14, 2004, by and among Manti and Borrower, as
amended through the Effective Date (as defined on the First Amendment).
"Manti Acquisition Documents" means the Manti Acquisition Agreement
and all other agreements, assignments, deeds, conveyances, certificates and
other documents and instruments now or hereafter executed and/or delivered by,
between or among Borrower and Manti pursuant to the Manti Acquisition
Agreement or in connection with the Manti Acquisition.
"Manti Assets" means, collectively, the "Assets" as such term is
defined in the Manti Acquisition Agreement.
"Manti Redetermination" means any Redetermination of the Borrowing
Base and the Conforming Borrowing Base pursuant to Section 4.7.
Notwithstanding anything to the contrary contained herein, no Manti
Redetermination shall be deemed or construed to be a Special Redetermination
hereunder.
"Manti Redetermination Date" means any date on which the Purchase
Price or the Final Settlement Statement (as each such term is defined in the
Manti Acquisition Agreement) is adjusted downward after the Closing Date (as
defined in the Manti Acquisition Agreement) pursuant to the terms of the Manti
Acquisition Agreement.
"Manti Reserve Report" means an engineering and economic analysis of
the Manti Assets prepared as of January 1, 2005 by Borrower's internal staff.
"Permitted Senior Unsecured Debt" means senior unsecured Debt of
Borrower resulting from the issuance by Borrower of its senior unsecured notes
in an aggregate outstanding principal balance at any time of not greater than
$225,000,000, and which (a) has a coupon rate of not greater than nine percent
(9%), (b) has a due date not earlier than January 31, 2012, (c) is not subject
to negative covenants or events of default (or other provisions which have the
same effect as negative covenants or events of default) which have not been
approved by Administrative Agent and Banks, and (d) except in connection with
a "change of control" put option as provided in the Permitted Senior Unsecured
Debt Documents, does not provide for or otherwise require any mandatory
redemption, repayment, defeasance, repurchase or other amortization prior to
scheduled maturity.
"Permitted Senior Unsecured Debt Documents" means, collectively, all
indentures, promissory notes, Guarantees or other documents or instruments
issued or given in connection with, evidencing and/or otherwise pertaining to,
the Permitted Senior Unsecured Debt.
"Title Approved Properties" means such of the Borrowing Base
Properties (after giving effect to the Manti Acquisition) with respect to
which Administrative Agent and its counsel shall have received either (i)
title opinions issued by a firm or firms acceptable to Administrative Agent
and its counsel, or (ii) other evidence of title acceptable to Administrative
Agent and its counsel, reflecting that Borrower owns net revenue interests and
working interests in the Borrowing Base Properties covered by such title
opinions (or such other acceptable evidence of title) which are not less than
the net revenue interests and not greater than the working interests for such
Borrowing Base Properties as reflected in the most recent Reserve Report and
the Manti Reserve Report, free and clear of all Liens other than Permitted
Encumbrances.
1.3 Amendment to Mandatory Prepayments Provision. Section 2.6 of
the Credit Agreement shall be amended to read in full as follows:
"Section 2.6 Mandatory Prepayments.
(a) Upon the occurrence of any Borrowing Base Deficiency,
Borrower shall make the mandatory prepayments of the Revolving Loan required
by Section 4.5 hereof.
(b) At any time that Borrower becomes obligated to prepay all or
part of the Permitted Senior Unsecured Debt, Borrower shall, prior to any
prepayment of the Permitted Senior Unsecured Debt, prepay the Revolving Loans
and reduce the Commitments in full."
1.4 Amendment to Borrowing Base Provisions. Article IV of the
Credit Agreement shall be amended and restated to read in full as follows:
"ARTICLE IV
BORROWING BASE
Section 4.1 Reserve Report; Proposed Borrowing Base and Conforming
Borrowing Base. The aggregate amount of credit available to Borrower under
this Agreement shall be limited by a Borrowing Base (herein so called) which
shall be determined by Banks at the times and in accordance with the standards
and procedures set forth in this Article IV. As soon as available and in any
event by February 28 and August 31 of each year, commencing February 28, 2005,
Borrower shall deliver to Administrative Agent and each Bank a Reserve Report
prepared as of the immediately preceding December 31 and June 30,
respectively. Simultaneously with the delivery to Administrative Agent and
each Bank of each Reserve Report, Borrower shall notify Administrative Agent
and each Bank of the amount of the Borrowing Base which Borrower requests
become effective on the next Redetermination Date (or such date promptly
following such Redetermination Date as Required Banks shall elect). Banks
may, in their sole discretion, establish a Borrowing Base which is higher than
the Borrowing Base that would otherwise be in effect if Banks determined the
Borrowing Base based on each Bank's application of the credit standards and
other criteria customarily applied by such Bank in the determination of credit
limitations for companies similar to Borrower ("Conforming Credit Criteria").
At the time of each Redetermination, Banks shall also determine what the
Borrowing Base would be if they applied Conforming Credit Criteria (the
"Conforming Borrowing Base"). If Banks do not determine a Conforming
Borrowing Base, the Borrowing Base as redetermined and/or established shall
also be the Conforming Borrowing Base for purposes of this Agreement.
Section 4.2 Scheduled Redeterminations of the Borrowing Base and
Conforming Borrowing Base; Procedures and Standards. Based in part on the
Reserve Reports made available to Banks pursuant to Section 4.1, Banks shall
redetermine the Borrowing Base and the Conforming Borrowing Base on or prior
to the next Redetermination Date (or such date promptly thereafter as
reasonably possible based on the engineering and other information available
to Banks). Any Borrowing Base or Conforming Borrowing Base which becomes
effective as a result of any Redetermination of the Borrowing Base or
Conforming Borrowing Base shall be subject to the following restrictions: (a)
such Borrowing Base or Conforming Borrowing Base shall not exceed the
Borrowing Base requested by Borrower pursuant to Section 4.1 or Section 4.3
(as applicable), (b) such Borrowing Base or Conforming Borrowing Base shall
not exceed the Total Commitment then in effect, (c) to the extent such
Borrowing Base or Conforming Borrowing Base represents an increase from the
Borrowing Base or Conforming Borrowing Base (as applicable) in effect prior to
such Redetermination, such Borrowing Base or Conforming Borrowing Base shall
be approved by all Banks, and (d) to the extent such Borrowing Base or
Conforming Borrowing Base represents a decrease in the Borrowing Base or
Conforming Borrowing Base (as applicable) in effect prior to such
Redetermination, or a reaffirmation of such prior Borrowing Base or Conforming
Borrowing Base, such Borrowing Base or Conforming Borrowing Base shall be
approved by Required Banks. Each Redetermination shall be made by Banks in
their sole discretion. Without limiting such discretion, Borrower
acknowledges and agrees that Banks (i) may make such assumptions regarding
appropriate existing and projected pricing for Hydrocarbons as they deem
appropriate in their sole discretion, (ii) may make such assumptions regarding
projected rates and quantities of future production of Hydrocarbons from the
Mineral Interests owned by Borrower as they deem appropriate in their sole
discretion, (iii) may consider the projected cash requirements of the Credit
Parties, (iv) are not required to consider any asset other than Proved Mineral
Interests owned by Borrower which are subject to first and prior Liens in
favor of Administrative Agent for the ratable benefit of Banks to the extent
required by Section 5.1 hereof, and (v) may make such other assumptions,
considerations and exclusions as Banks deem appropriate in the exercise of
their sole discretion. It is further acknowledged and agreed that each Bank
may consider such other credit factors as it deems appropriate in the exercise
of its sole discretion and shall have no obligation in connection with any
Redetermination to approve any increase from the Borrowing Base or Conforming
Borrowing Base in effect prior to such Redetermination. The Conforming
Borrowing Base shall also be determined by Banks in their sole discretion, and
in determining the amount of the Conforming Borrowing Base, each Bank may make
the assumptions and consider the factors and criteria set forth in subclauses
(a) through (d) and (i) through (v) above; provided, that, each Bank shall
apply Conforming Credit Criteria. Promptly following any Redetermination of
the Borrowing Base and the Conforming Borrowing Base, Administrative Agent
shall notify Borrower of the amount of the Borrowing Base and the Conforming
Borrowing Base as redetermined, which Borrowing Base and Conforming Borrowing
Base shall be effective as of the date specified in such notice, and shall
remain in effect for all purposes of this Agreement until the next
Redetermination.
Section 4.3 Special Redetermination.
(a) In addition to Scheduled Redeterminations and the other
Redeterminations provided for in this Article IV, Borrower and Required Banks
shall each be permitted to request a Special Redetermination of the Borrowing
Base and the Conforming Borrowing Base once in each period between Scheduled
Redeterminations. Any request by Required Banks pursuant to this Section
4.3(a) shall be submitted to Administrative Agent and Borrower. Any request
by Borrower pursuant to this Section 4.3(a) shall be submitted to
Administrative Agent and each Bank and at the time of such request Borrower
shall (A) deliver to Administrative Agent and each Bank a Reserve Report, and
(B) also notify Administrative Agent and each Bank of the Borrowing Base
requested by Borrower in connection with such Special Redetermination.
(b) Any Special Redetermination shall be made by Banks in
accordance with the procedures and standards set forth in Section 4.2;
provided, that, no Reserve Report will be required to be delivered to
Administrative Agent and Banks in connection with any Special Redetermination
requested by Required Banks pursuant to Section 4.3(a) above.
Section 4.4 Asset Disposition Adjustment. In addition to the other
Redeterminations provided for in this Article IV, Required Banks shall be
permitted to redetermine the Borrowing Base and the Conforming Borrowing Base
in connection with, and simultaneously with, the consummation of an Asset
Disposition described in the proviso of Section 9.5(b), and reduce the
Borrowing Base and the Conforming Borrowing Base by an amount equal to the
Borrowing Base value of the Borrowing Base Properties which are the subject of
such Asset Disposition (which shall be the Borrowing Base value assigned
thereto by Administrative Agent and approved by Required Banks). In the event
Required Banks elect to redetermine the Borrowing Base and the Conforming
Borrowing Base in accordance with this Section 4.4, Administrative Agent shall
notify Borrower promptly, but in any event no less than one (1) Domestic
Business Day prior to the consummation of the Asset Disposition, of the amount
of the Borrowing Base and the Conforming Borrowing Base as redetermined, which
Borrowing Base and Conforming Borrowing Base shall be effective as of the date
specified in such notice, and shall remain in effect for all purposes of this
Agreement until the next Redetermination. Notwithstanding anything to the
contrary contained herein, Borrower agrees that any such Redetermination
pursuant to this Section 4.4 shall not be construed or deemed to be a Special
Redetermination hereunder.
Section 4.5 Borrowing Base Deficiency. To the extent a Borrowing
Base Deficiency exists after giving effect to any Redetermination (other than
in connection with a Redetermination pursuant to Section 4.4, Section 4.6,
Section 4.7 or Section 4.8 hereof), Borrower shall, within ten (10) days
following notice thereof from Administrative Agent, provide written notice
(the "Election Notice") to Administrative Agent stating the action which
Borrower proposes to take to remedy such Borrowing Base Deficiency, and
Borrower shall thereafter, at its option, either (a) within thirty (30) days
following the delivery of the Election Notice, make a prepayment or
prepayments of principal on the Revolving Loan in an amount sufficient to
eliminate such Borrowing Base Deficiency, and if such Borrowing Base
Deficiency cannot be eliminated pursuant to this Section 4.5 by prepayment of
the Revolving Loan in full (as a result of outstanding Letter of Credit
Exposure), Borrower shall also at such time deposit with Administrative Agent
sufficient cash to be held by Administrative Agent to secure outstanding
Letter of Credit Exposure in the manner contemplated by Section 2.1(b) as
necessary to eliminate such Borrowing Base Deficiency, (b) eliminate such
Borrowing Base Deficiency by making three (3) consecutive mandatory
prepayments of principal on the Revolving Loan, each of which shall be in the
amount of one-third (1/3rd) of the amount of such Borrowing Base Deficiency,
commencing on the first Monthly Date following the delivery of the Election
Notice, and continuing on each Monthly Date thereafter, (c) within ninety (90)
days following the delivery of the Election Notice, submit (and pledge as
collateral pursuant to Article V hereof) additional oil and gas properties
owned by Borrower and its Subsidiaries for consideration in connection with
the determination of the Borrowing Base which Administrative Agent and Banks
deem sufficient in their sole discretion to eliminate such Borrowing Base
Deficiency, or (d) eliminate such Borrowing Base Deficiency through a
combination of prepayments on the Revolving Loan and submission of additional
oil and gas properties for inclusion in the Borrowing Base as set forth in
subclauses (a) and (c) above. Notwithstanding the foregoing, upon any
Redetermination of the Borrowing Base pursuant to Section 4.4, Section 4.6,
Section 4.7 or Section 4.8 hereof which results in a Borrowing Base Deficiency
(or increase in an existing Borrowing Base Deficiency), Borrower shall
immediately make a mandatory prepayment of principal on the Revolving Loan in
an amount sufficient to eliminate such Borrowing Base Deficiency.
Section 4.6 Mandatory Debt Issuance Redetermination; Mandatory
Reduction of Borrowing Base. In addition to the other Redeterminations
provided for in this Article IV, and notwithstanding anything to the contrary
contained herein, the Conforming Borrowing Base shall reduce immediately and
automatically upon the consummation of the Debt Issuance by an amount equal to
the Debt Issuance Reduction Amount, and simultaneously with such reduction,
the Borrowing Base shall equal the Conforming Borrowing Base.
Section 4.7 Manti Redetermination. In addition to the other
Redeterminations provided for in this Article IV, Required Banks shall be
permitted to make an additional Redetermination of the Borrowing Base and the
Conforming Borrowing Base on each Manti Redetermination Date (or as of a date
shortly thereafter to be designated by Administrative Agent in a notice to
Borrower), pursuant to which Required Banks may reduce the Borrowing Base and
the Conforming Borrowing Base by such amount as Required Banks shall determine
in their sole discretion as a result of any downward adjustment to the
Purchase Price or Final Settlement Statement (as each such term is defined in
the Manti Acquisition Agreement).
Section 4.8 Title Review Adjustment. In addition to the other
Redeterminations provided for in this Article IV, Required Banks shall be
permitted to reduce the Borrowing Base and the Conforming Borrowing Base on
February 18, 2005 (or as of a date shortly thereafter to be designated by
Administrative Agent in a notice to Borrower), if, and only to the extent
that, and by the amount that, the Recognized Value of the Title Approved
Properties on such date is less than eighty percent (80%) of the Recognized
Value of all Proved Mineral Interests held by Borrower and its Subsidiaries on
such date.
Section 4.9 Borrowing Base and Conforming Borrowing Base As of First
Amendment Effective Date. Notwithstanding anything to the contrary contained
herein, the Borrowing Base and the Conforming Borrowing Base in effect during
the period commencing on the Effective Date (as defined in the First
Amendment) and ending on the effective date of the first Redetermination after
such Effective Date shall be $160,000,000 and $140,000,000, respectively."
1.5 Amendment to Burdensome Obligations Covenant. Section 7.15 of
the Credit Agreement shall be amended to read in full as follows:
"Section 7.15 Burdensome Obligations. No Credit Party, nor any of the
properties of any Credit Party, is subject to any Law or any pending or
threatened change of Law or subject to any restriction under its articles (or
certificate) of incorporation, bylaws, regulations, partnership agreement or
comparable charter documents or under any agreement or instrument to which any
Credit Party or by which any Credit Party or any of their properties may be
subject or bound, which is so unusual or burdensome as to be likely in the
foreseeable future to have a Material Adverse Effect. Without limiting the
foregoing, no Credit Party is a party to or bound by any agreement (other than
the Loan Papers and other than pursuant to the Permitted Senior Unsecured Debt
Documents) or subject to any order of any Governmental Authority which
prohibits or restricts in any way the right of such Credit Party or any
Restricted Subsidiary to make Distributions."
1.6 Amendment to Information Covenant. Section 8.1 of the Credit
Agreement shall be amended to (a) delete the "and" at the end of clause (k)
thereof, (b) delete the period at the end of clause (l) thereof, and to insert
in lieu of such period a semi-colon (";"), and (c) add thereto new clauses (m)
and (n) which shall read in full as follows:
"(m) promptly upon the closing and consummation of the Debt Issuance,
a true and correct copy of each material document, instrument and agreement
evidencing or otherwise pertaining to the Permitted Senior Unsecured Debt; and
(n) promptly after such delivery or receipt, copies of any financial
or other report or notice delivered to, or received from, any holders of
Permitted Senior Unsecured Debt, which report or notice has not been delivered
to Banks hereunder."
1.7 Amendment to Debt Covenant. Section 9.1 of the Credit
Agreement shall be amended to read in full as follows:
"Section 9.1 Incurrence of Debt. Borrower will not, nor will
Borrower permit any other Credit Party to, incur, become or remain liable for
any Debt other than (a) the Obligations, (b) Existing LC Exposure, (c)
payables incurred in the ordinary course of business (other than in connection
with a loan or lending transaction) that are not more than 30 days past due,
from the date of invoice or demand, except such payables being contested in
good faith in accordance with Section 8.7 hereof, (d) Permitted Senior
Unsecured Debt, (e) Guarantees of Permitted Senior Unsecured Debt, and (f)
other unsecured Debt in an aggregate amount outstanding at any time not to
exceed $1,000,000."
1.8 Amendment to Asset Disposition Covenant. Section 9.5 of the
Credit Agreement shall be amended to read in full as follows:
"Section 9.5 Asset Dispositions. Borrower will not, nor will
Borrower permit any other Credit Party to, sell, lease, transfer, abandon or
otherwise dispose of any asset other than (a) the sale in the ordinary course
of business of Hydrocarbons produced from Borrower's Mineral Interests, and
(b) provided no Event of Default or Borrowing Base Deficiency exists, the
sale, lease, transfer, abandonment, exchange or other disposition of other
assets; provided, that, no sale, lease, transfer, abandonment, exchange or
other disposition by Borrower or any of its Subsidiaries of Borrowing Base
Properties with an aggregate value (which, in the case of assets consisting of
Mineral Interests, shall be the Recognized Value of such Mineral Interests
and, in the case of any exchange, shall be the net value or net Recognized
Value realized or resulting from such exchange) in any period between
Scheduled Redeterminations (for purposes of this clause (b) the Closing Date
will be deemed to be a Scheduled Redetermination) in excess of five percent
(5%) of the Conforming Borrowing Base then in effect shall be permitted
pursuant to this clause (b) unless each of the following conditions is
satisfied: (i) Borrower shall have provided Administrative Agent with not less
than ten (10) Domestic Business Days written notice of such sale, lease,
transfer, abandonment, exchange or other disposition, which notice shall
include a specific description of the assets to be sold, leased, transferred,
abandoned, exchanged or otherwise disposed, (ii) any Redetermination of the
Borrowing Base and the Conforming Borrowing Base pursuant to Section 4.4
hereof shall have occurred, (iii) all mandatory prepayments required by
Section 2.6 in connection with such sale, lease, transfer, abandonment,
exchange or other disposition are made concurrently with the closing thereof,
(iv) no Borrowing Base Deficiency will exist after consummation of such sale,
lease, transfer, abandonment, exchange or other disposition (and application
of the proceeds thereof to the mandatory prepayments required by Section 2.6),
and (v) no Default has occurred which is continuing. In no event will
Borrower sell, transfer or dispose of any Equity in any Subsidiary nor will
any Credit Party issue or sell any Equity or any option, warrant or other
right to acquire such Equity or security convertible into such Equity to any
Person other than the Credit Party which is the direct parent of such issuer
on the Closing Date."
1.9 Amendment to Organizational Documents Covenant. Section 9.6 of
the Credit Agreement shall be amended to read in full as follows:
"Section 9.6 Amendments to Organizational Documents; Other Material
Agreements. Borrower will not, nor will Borrower permit any other Credit
Party to, enter into or permit any modification or amendment of, or waive any
material right or obligation of any Person under, (a) its certificate or
articles of incorporation, bylaws, partnership agreement, regulations or other
organizational documents, other than amendments, modifications and waivers
which will not, individually or in the aggregate, have a Material Adverse
Effect, or (b) the Permitted Senior Unsecured Debt Documents, other than
amendments, modifications and waivers the effect of which would not (i) make
the terms of any Permitted Senior Unsecured Debt materially more onerous to
Borrower or any of its affiliates, (ii) subject Borrower or any of its
affiliates to any additional material obligation, (iii) increase the principal
of, or rate of interest on, any Permitted Senior Unsecured Debt, (iv)
accelerate the date fixed for any payment of principal or interest on any
Permitted Senior Unsecured Debt, or (v) increase the percentage of holders of
such Permitted Senior Unsecured Debt required for any such amendment,
modification or waiver from the percentage required on the date of issuance of
such Permitted Senior Unsecured Debt."
1.10 Manti Acquisition; Post-Closing Covenant. Article IX of the
Credit Agreement shall be amended to include a new Section 9.15 thereto which
shall read in full as follows:
"Section 9.15 Manti Acquisition; Post-Closing Deliveries. Borrower
shall deliver, or cause to be delivered, to Administrative Agent and its
counsel, on or before February 18, 2005, opinions of title or other evidence
of title in form and substance reasonably acceptable to Administrative Agent
and its counsel regarding that portion of the Manti Assets constituting
Borrowing Base Properties which, together with all such evidence of title
previously received, reviewed and approved, results in evidence of title
satisfactory to Administrative Agent and its counsel covering not less than
the Required Reserve Value."
1.11 Amendment to Financial Covenant. Section 10.2 of the Credit
Agreement shall be amended to read in full as follows:
"Section 10.2 Consolidated Net Debt to Consolidated EBITDAX. As of the
end of the Fiscal Quarter ending December 31, 2004, Borrower will not permit
its ratio of Consolidated Total Debt to Consolidated EBITDAX to be greater
than 3.0 to 1.0. As of the end of any Fiscal Quarter thereafter ending on or
prior to June 30, 2006, commencing with the Fiscal Quarter ending March 31,
2005, Borrower will not permit its ratio of Consolidated Net Debt to
Consolidated EBITDAX to be greater than 3.5 to 1.0. As of the end of any
Fiscal Quarter thereafter, commencing with the Fiscal Quarter ending September
30, 2006, Borrower will not permit its ratio of Consolidated Net Debt to
Consolidated EBITDAX to be greater than 3.0 to 1.0."
1.12 Amendment to Events of Default. Section 11.1 of the Credit
Agreement shall be amended to (a) delete the "or" at the end of clause (l)
thereof, (b) delete the period at the end of clause (m) thereof, and to insert
in lieu of such period a semi-colon (";"), and (c) add thereto a new clause
(n) which shall read in full as follows:
"(n) a default or event of default shall occur under any Permitted
Senior Unsecured Debt Document, which such default or event of default shall
continue unremedied prior to the expiration of any applicable period of grace
or cure under the applicable Permitted Senior Unsecured Debt Document;".
1.13 Schedule 1.1. Schedule 1.1 to the Credit Agreement is hereby
amended and restated in its entirety in the form of Schedule 1.1 attached to
this First Amendment.
SECTION 2. Borrowing Base. In reliance on the representations,
warranties, covenants and agreements contained in the Credit Agreement and
this First Amendment, and subject to the satisfaction of each condition
precedent set for in Section 4 hereof, Borrower, Administrative Agent and each
Bank agree that the Borrowing Base and the Conforming Borrowing Base in effect
for the period from and after the Effective Date until the next
Redetermination thereafter shall be $160,000,000 and $140,000,000,
respectively. Borrower, Administrative Agent and Banks agree that the
Redetermination provided for in this Section 2 shall not be construed or
deemed to be a Special Redetermination for purposes of Section 4.3 of the
Credit Agreement
SECTION 3. Consent and Waiver. Borrower has requested that Banks (a)
consent to (i) the Manti Acquisition and (ii) the Debt Issuance (as each term
is defined in the Credit Agreement, as amended by this First Amendment) (the
transactions described in subclauses (i) and (ii) of this clause (a) being
collectively referred to herein as the "Subject Transactions"), and (b) waive
any provision of the Credit Agreement and the other Loan Papers to the extent
such provisions prohibit the consummation of such transactions. In reliance
on the representations, warranties, covenants and agreements contained in the
Credit Agreement and this First Amendment, and subject to the satisfaction of
the conditions precedent set forth in Section 4 hereof (and in the Credit
Agreement, as amended by this First Amendment, as applicable), Banks hereby
(A) consent to (y) the Manti Acquisition, provided such acquisition is
consummated on or prior to January 26, 2005, and (z) the Debt Issuance,
provided such issuance is consummated on or prior to March 31, 2005, and (B)
waive any provision of the Credit Agreement and the other Loan Papers to the
extent such provisions prohibit the consummation of the Manti Acquisition
and/or the Debt Issuance. The consents and waivers contained in this Section
3 are limited solely to the Manti Acquisition, the Debt Issuance, and the
applicable provisions of the Credit Agreement to the extent they prohibit the
consummation of such transactions, and solely for the time periods set forth
above. Nothing contained herein shall be deemed (1) a consent to any action
other than the consummation of the Manti Acquisition and the Debt Issuance
within the applicable time periods set forth above, or (2) a waiver of any
provisions of the Credit Agreement or any other Loan Paper except to the
extent any such provision prohibits the consummation of any such transaction.
SECTION 4. Conditions Precedent. The effectiveness of (a) the
amendments to the Credit Agreement contained in Section 1 hereof, (b) the
increase in the Borrowing Base contained in Section 2 hereof, and (c) the
consents and waivers contained in Section 3 hereof, is subject to the
satisfaction of each condition precedent set forth in this Section 4:
4.1 Closing Deliveries. Administrative Agent shall have received
each of the following documents, instruments and agreements, each of which
shall be in form and substance, and, as applicable, executed in such
counterparts, as shall be acceptable to Administrative Agent and each Bank:
(a) a Note payable to the order of each Bank (as applicable),
each in the amount of such Bank's Commitment after giving effect to the
Assignment and Acceptance Agreements referenced in the recitals hereto;
(b) a fully executed copy of the Manti Acquisition Agreement and
all other material documents, instruments and agreements executed and/or
delivered by any Credit Party in connection with the Manti Acquisition
Agreement and the closing of the Manti Acquisition, together with a
certificate from an Authorized Officer of Borrower certifying that (1) such
copies are accurate and complete and represent the complete understanding and
agreement of the parties thereto, (2) no material right or obligation of any
party thereto has been modified, amended or waived, and (3) subject only to
the establishment of the Borrowing Base described in Section 2 hereof and the
disbursement and application of proceeds in connection therewith, the Manti
Acquisition will be consummated on the terms set forth in the Manti
Acquisition Agreement;
(c) all environmental reports that Borrower has obtained in
connection with the Manti Acquisition;
(d) Mortgages duly executed and delivered by Borrower, together
with such other assignments, conveyances, amendments, agreements and other
writings, including, without limitation, UCC-1 financing statements, in form
and substance satisfactory to Administrative Agent, pursuant to which Borrower
shall grant to Administrative Agent a first and prior Lien, subject only to
Permitted Encumbrances, in and to the Manti Assets constituting Borrowing Base
Properties;
(e) prior to the consummation of the Debt Issuance, fully
executed copies of the Permitted Senior Unsecured Debt Documents (as defined
in the Credit Agreement, as amended by this First Amendment) and other
material documents, instruments and agreements evidencing the terms and
conditions of the Permitted Senior Unsecured Debt, together with a certificate
from an Authorized Officer of certifying that (1) such copies are accurate and
complete and represent the complete understanding and agreement of the parties
thereto, and (2) no material right or obligation of any party thereto has been
modified, amended or waived; and
(f) such other documents, instruments and agreements as
Administrative Agent may reasonably require in connection with this First
Amendment and the transactions contemplated hereby.
4.2 Manti Acquisition. Subject only to the establishment of the
Borrowing Base described in Section 2 hereof and the disbursement and
application of proceeds in connection therewith, Borrower shall have completed
the Manti Acquisition in accordance with the terms of the Manti Acquisition
Agreement, and as a result thereof, Borrower shall have acquired good and
defensible title to the Manti Assets, free and clear of all Liens except
Permitted Encumbrances. Upon completion of the Manti Acquisition, the
representations and warranties contained in Section 7.9 and Section 7.14 of
the Credit Agreement will not be inaccurate in any respect.
4.3 No Defaults. Prior to and after giving effect to the
amendments contained in Section 1 hereof, and at the time each Subject
Transaction is to be consummated, no Default, Event of Default or Borrowing
Base Deficiency shall exist, nor shall the consummation of any such Subject
Transaction result in any Default, Event of Default or Borrowing Base
Deficiency.
4.4 Fees and Expenses. Borrower shall have paid (a) all fee and
amounts as Borrower shall be required to pay to Administrative Agent and its
Affiliates pursuant to any separate agreement between or among Borrower,
Administrative Agent and/or its Affiliates, and (b) all reasonable fees and
expenses incurred by Administrative Agent in connection with the preparation,
negotiation and execution of this First Amendment, including, without
limitation, all reasonable fees and expenses of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P.,
counsel to Administrative Agent.
4.5 Other Documentation. Administrative Agent shall have received
such other documents, instruments and agreements as it or any Bank may
reasonably request, all in form and substance reasonably satisfactory to
Administrative Agent and Banks.
SECTION 5. Representations and Warranties of Borrower. To induce Banks
and Administrative Agent to enter into this First Amendment, Borrower hereby
represents and warrants to Banks and Administrative Agent as follows:
5.1 Due Authorization; No Conflict. The execution, delivery and
performance by Borrower of this First Amendment are within Borrower's
corporate powers, have been duly authorized by all necessary action, require
no action by or in respect of, or filing with, any governmental body, agency
or official and do not violate or constitute a default under any provision of
applicable law or any Material Agreement binding upon Borrower or result in
the creation or imposition of any Lien upon any of the assets of Borrower
except Permitted Encumbrances.
5.2 Validity and Enforceability. This First Amendment constitutes
the valid and binding obligation of Borrower 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.
5.3 Accuracy of Representations and Warranties. Each
representation and warranty of each Credit Party contained in the Loan Papers
is true and correct in all material respects as of the date hereof (except to
the extent such representations and warranties are expressly made as of a
particular date, in which event such representations and warranties were true
and correct as of such date).
5.4 Absence of Defaults. Prior to and after giving effect to the
amendments contained in Section 1 hereof, no Default or Event of Default has
occurred which is continuing.
5.5 No Defense. Borrower has no defense to payment of, or any
counterclaim or rights of set-off with respect to, all or any portion of the
Obligations.
SECTION 6. Miscellaneous.
6.1 Reaffirmation of Loan Papers. Any and all of the terms and
provisions of the Credit Agreement and the Loan Papers shall, except as
amended and modified hereby, remain in full force and effect, and are hereby
ratified and confirmed. The amendments contemplated hereby shall not limit or
impair any Liens securing the Obligations, each of which are hereby ratified,
affirmed and extended to secure the Obligations.
6.2 Confirmation of Loan Papers and Liens. As a material
inducement to Banks to make the agreements and grant the consents, waivers and
amendments set forth herein, Borrower hereby (a) acknowledges and confirms the
continuing existence, validity and effectiveness of the Loan Papers and the
Liens granted thereunder, (b) agrees that the execution, delivery and
performance of this First Amendment and the consummation of the transaction
contemplated hereby shall not in any way release, diminish, impair, reduce or
otherwise adversely affect such Loan Papers and Liens, and (c) acknowledges
and agrees that the Liens granted under the Loan Papers secure, and after the
consummation of the transactions contemplated hereby will continue to secure,
the payment and performance of the Obligations as first priority perfected
Liens.
6.3 Parties in Interest. All of the terms and provisions of this
First Amendment shall bind and inure to the benefit of the parties hereto and
their respective successors and assigns.
6.4 Legal Expenses. Borrower hereby agrees to pay on demand all
reasonable fees and expenses of counsel to Administrative Agent incurred by
Administrative Agent in connection with the preparation, negotiation and
execution of this First Amendment.
6.5 Counterparts. This First Amendment may be executed in
counterparts, and all parties need not execute the same counterpart; however,
no party shall be bound by this First Amendment until Borrower and Banks have
executed a counterpart. Facsimiles shall be effective as originals.
6.6 Complete Agreement. THIS FIRST AMENDMENT, THE CREDIT AGREEMENT
AND THE OTHER LOAN PAPERS REPRESENT THE FINAL AGREEMENT AMONG 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 OR
AMONG THE PARTIES.
6.7 Headings. The headings, captions and arrangements used in this
First Amendment are, unless specified otherwise, for convenience only and
shall not be deemed to limit, amplify or modify the terms of this First
Amendment, nor affect the meaning thereof.
6.8 Effectiveness. This First Amendment shall be effective
automatically and without necessity of any further action by Borrower,
Administrative Agent or Banks when counterparts hereof have been executed by
Borrower, Administrative Agent and Banks, and all conditions to the
effectiveness hereof set forth herein and in the Credit Agreement have been
satisfied (including, without limitation, all conditions precedent set forth
in Section 4 hereof).
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed by their respective Authorized Officers on the date and
year first above written.
[Signature pages to follow]
BORROWER:
DELTA PETROLEUM CORPORATION,
a Colorado corporation
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer
Each of the undersigned (i) consent and agree to this First Amendment, and
(ii) agree that the Loan Papers to which it is a party shall remain in full
force and effect and shall continue to be the legal, valid and binding
obligation of such Person, enforceable against it in accordance with its
terms.
ACKNOWLEDGED AND AGREED TO BY:
DELTA EXPLORATION COMPANY, INC.,
a Colorado corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer
PIPER PETROLEUM COMPANY,
a Colorado corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer
ADMINISTRATIVE AGENT:
JPMORGAN CHASE BANK, N.A.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Director
BANKS:
JPMORGAN CHASE BANK, N.A.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Director
BANK OF OKLAHOMA, N.A.
By: /s/ ▇▇▇▇▇ Rheem
▇▇▇▇▇ Rheem,
Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Vice President
HIBERNIA NATIONAL BANK
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇,
Vice President
SCHEDULE 1.1
Financial Institutions
Banks Commitment Amount Commitment Percentage
----- ----------------- ---------------------
JPMorgan Chase Bank, N.A. $118,125,000.00 59.0625%
Bank of Oklahoma, N.A. $38,125,000.00 19.0625%
U.S. Bank National Association $31,250,000.00 15.6250%
Hibernia National Bank $12,500,000.00 6.2500%
Totals: $200,000,000 100.00%
Banks Domestic Lending Office Eurodollar Lending Office Address for Notice
------------------------- ------------------------- -------------------------- ---------------------------
JPMorgan Chase Bank, N.A. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇-▇▇▇▇ Mail Code IL1-0010 Mail Code ILl-0010
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Tel. No. (▇▇▇) ▇▇▇-▇▇▇▇ Tel. No. (▇▇▇) ▇▇▇-▇▇▇▇ Tel. No. (▇▇▇) ▇▇▇-▇▇▇▇
Fax No. (▇▇▇) ▇▇▇-▇▇▇▇ Fax No. (▇▇▇) ▇▇▇-▇▇▇▇ Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
e-mail: deborah_a_turner@ e-mail: deborah_a_turner@ e-mail: deborah_a_turner@
▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇.▇▇▇
Bank of Oklahoma, N.A. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
1625 Broadway Suite 1570 Suite 1570 Suite 1570
Suite 1570 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Tel No. (▇▇▇) ▇▇▇-▇▇▇▇ Tel No. (▇▇▇) ▇▇▇-▇▇▇▇ Tel No. (▇▇▇) ▇▇▇-▇▇▇▇ Tel No. (▇▇▇) ▇▇▇-▇▇▇▇
Fax No. (▇▇▇) ▇▇▇-▇▇▇▇ Fax No. (▇▇▇) ▇▇▇-▇▇▇▇ Fax No. (▇▇▇) ▇▇▇-▇▇▇▇ Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
e-mail: ▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ e-mail: ▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ e-mail: ▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ e-mail: ▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
U.S. Bank National Assn. ▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇▇ 918 Seventeenth Street
PD-OR-P7LS PD-OR-P7LS DN-CO-BB3E
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Tel No. (▇▇▇) ▇▇▇-▇▇▇▇ Tel No. (▇▇▇) ▇▇▇-▇▇▇▇ Tel No. (▇▇▇) ▇▇▇-▇▇▇▇
Fax No. (▇▇▇) ▇▇▇-▇▇▇▇ Fax No. (▇▇▇) ▇▇▇-▇▇▇▇ Fax No. (▇▇▇▇ ▇▇▇-▇▇▇▇
e-mail: kahtryn.gaiter@
▇▇▇▇▇▇.▇▇▇
Hibernia National Bank Hibernia National Bank Hibernia National Bank Hibernia National Bank
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇
Tel No. (▇▇▇) ▇▇▇-▇▇▇▇ Tel No. (▇▇▇) ▇▇▇-▇▇▇▇ Tel No. (▇▇▇) ▇▇▇-▇▇▇▇ Tel No. (▇▇▇) ▇▇▇-▇▇▇▇
Fax No. (▇▇▇) ▇▇▇-▇▇▇▇ Fax No. (▇▇▇) ▇▇▇-▇▇▇▇ Fax No. (▇▇▇) ▇▇▇-▇▇▇▇ Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
e-mail: jbaker@hibernia e-mail: jbaker@hibernia e-mail: jbaker@hibernia e-mail: jbaker@hibernia
.com .com .com .com
Administrative Agent - Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
Mail Code TX1-2448
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
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