EXHIBIT 10.2
FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This First Amendment to Amended and Restated Credit Agreement (this
"First Amendment"), dated as of December 4, 2006 (the "Effective Date"), is
by and among DELTA PETROLEUM CORPORATION, a Delaware corporation
("Borrower"), JPMORGAN CHASE BANK, N.A., 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
"Executing Banks," and individually, an "Executing Bank").
W I T N E S S E T H:
WHEREAS, Borrower, Administrative Agent and the financial institutions
party thereto as Banks are parties to that certain Amended and Restated
Credit Agreement dated as of November 17, 2006 (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, Borrower has requested that Banks (i) amend certain terms of
the Credit Agreement in certain respects, and (ii) consent to certain
transactions more particularly described herein; and
WHEREAS, subject to and upon the terms and conditions set forth herein,
Executing 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 Executing Banks 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 3 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 definition of "Loan Papers" and
"Material Agreement" contained in Section 1.1 of the Credit Agreement shall
be amended to read in full as follows:
"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 (including all amendments thereto), all Mortgages now or at any
time hereafter delivered pursuant to Section 5.1, all Letters of Credit, the
Certificate of Effectiveness and all other certificates, documents or
instruments delivered in connection with this Agreement, as the foregoing may
be amended from time to time.
"Material Agreement" means any material written or oral agreement,
contract, commitment, or understanding to which a Person is a party, by which
such Person is directly or indirectly bound, or to which any assets of such
Person may be subject, which is not cancelable by such Person upon notice of
thirty (30) days or less without liability for further payment other than
nominal penalty and, in the case of the Credit Parties, the term "Material
Agreement" shall expressly include all Permitted Senior Unsecured Debt
Documents and all Permitted Unsecured Term Debt Documents.
1.2 Additional Definitions. Section 1.1 of the Credit Agreement shall
be amended to add the following definitions to such Section:
"First Amendment" means that certain First Amendment to Amended and
Restated Credit Agreement dated as of December 4, 2006, among Borrower,
Administrative Agent and Banks party thereto.
"Net Cash Proceeds" means the remainder of (a) the gross cash proceeds
received by Borrower from any Specified Transaction less (b) underwriter
discounts and commissions, state and local taxes, investment banking fees,
legal, accounting and other professional fees and expenses, and other usual
and customary transaction costs, in each case only to the extent paid or
payable by Borrower in cash and related to such Specified Transaction.
"Permitted Unsecured Term Debt" means the unsecured Debt evidenced by
the Permitted Unsecured Term Note in an aggregate principal amount not to
exceed $25,000,000.
"Permitted Unsecured Term Debt Documents" means, collectively, the
Permitted Unsecured Term Note and any guarantees and other agreements,
documents or instruments executed and delivered in connection therewith, as
modified, amended, supplemented or restated from time to time to the extent
permitted by the terms of this Agreement.
"Permitted Unsecured Term Note" means that certain Promissory Note,
dated December 4, 2006, executed by Borrower and payable to the order of
JPMorgan Chase Bank, N.A., in its individual capacity as payee under such
note and not as Administrative Agent or a Bank, in the original principal
amount of $25,000,000.
"Specified Transactions" means (a) the Specified Asset Sale, (b) the
sale, assignment, lease, license, transfer, exchange or other disposition by
Borrower of non-core Gulf Coast assets being marketed, as of the Closing
Date, by Tristone Capital, (c) the monetization of a portion of Borrower's
and Amber's interests and claims with respect to that certain lawsuit filed
on January 9, 2002 in the United States Court of Federal Claims, and (d) any
contribution to the equity capital of Borrower or any other Credit Party
whether or not occurring in connection with the issuance or sale of equity
securities by Borrower or any other Credit Party; provided, that, any
contribution to the equity capital of Borrower or any other Credit Party
resulting from the exercise of warrants or options will not constitute a
"Specified Transaction" for purposes of this Agreement.
1.3 Amendment to Burdensome Obligations Representation. 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, to Borrower's Knowledge, 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 and/or the
Permitted Unsecured Term 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."
1.4 Amendment to Reporting Covenant. Section 8.1(m) of the Credit
Agreement shall be amended to read in full as follows:
"(m) promptly after such delivery or receipt, copies of any financial
or other report or notice delivered to, or received from, (i) any holders of
Permitted Senior Unsecured Debt, or (ii) any holders of Permitted Unsecured
Term Debt, which report or notice has not been delivered to Banks hereunder;
and"
1.5 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) payables incurred in the ordinary course
of business (other than in connection with a loan or lending transaction)
that are not more than sixty (60) 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, (c) Permitted Senior Unsecured Debt, (d) Guarantees of
Permitted Senior Unsecured Debt, (e) Permitted Unsecured Term Debt, (f)
Guarantees of Permitted Unsecured Term Debt, and (g) other unsecured Debt in
an aggregate amount outstanding at any time not to exceed $5,000,000."
1.6 Amendment to Restricted Payment Covenant. Section 9.2 of the
Credit Agreement shall be amended to read in full as follows:
"Section 9.2 Restricted Payments. Borrower will not, nor will Borrower
permit any other Credit Party to, directly or indirectly, declare or pay, or
incur any liability to declare or pay, any Restricted Payment; provided, that
(a) any Subsidiary of Borrower may make Distributions to Borrower, (b) any
Credit Party may make Distributions to any other Credit Party that has
provided a Facility Guaranty, and all of the Equity of which owned by
Borrower or any Indirect Restricted Subsidiary has been pledged to
Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary
Pledge Agreement (as applicable), (c) for purposes of clarity, regularly
scheduled payments of interest made under, and pursuant to the terms of, the
Permitted Unsecured Term Note shall not be deemed "Restricted Payments"
hereunder, and (d) so long as no Default, Event of Default or Borrowing Base
Deficiency exists or would result therefrom, and provided Borrower has
complied in all respects with the terms of this Agreement, including, without
limitation, Section 9.5 hereof, Borrower may make mandatory prepayments of
principal of the Permitted Unsecured Term Debt from the Net Cash Proceeds
received by Borrower from the consummation of any Specified Transaction in
accordance with the terms of Section 3(b) of the Permitted Unsecured Term
Note."
1.7 Amendment to Amendments to Material Agreements Provision. 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, (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, or (c) the Permitted
Unsecured Term Debt Documents, other than amendments, modifications and
waivers the effect of which would not (i) make the terms of any Permitted
Unsecured Term Debt Document materially more onerous to Borrower or any of
its affiliates, (ii) subject Borrower or any of its affiliates to any
additional material obligation, (iii) add covenants, events of default or
other agreements to the extent more restrictive than those contained in the
Permitted Unsecured Term Debt Documents as in effect on the Effective Date
(as defined in the First Amendment), (iv) increase the principal of, or rate
of interest on, any Permitted Unsecured Term Debt, (v) accelerate the date
fixed for any payment of principal or interest on any Permitted Unsecured
Term Debt, or shorten the final maturity or create or accelerate amortization
of principal, or increase the amount of any payment of principal thereof or
increase the rate or shorten any period for payment of interest thereon, or
modify the method of calculating the interest rate, or (vi) increase the
percentage of holders of such Permitted Unsecured Term Debt required for any
such amendment, modification or waiver from the percentage required on the
date of issuance of such Permitted Unsecured Term Debt."
1.8 Amendment to Use of Proceeds Covenant. Section 9.7 of the Credit
Agreement shall be amended to read in full as follows:
"Section 9.7 Use of Proceeds. The proceeds of Borrowings will not be
used for any purpose other than (a) working capital, (b) to finance the
acquisition, exploration and development of Mineral Interests and related
assets and activities, (c) for general corporate purposes, and (d) to
refinance existing Debt and obligations outstanding under the Existing Credit
Agreement. None of such proceeds (including, without limitation, proceeds of
Letters of Credit issued hereunder) will be used, directly or indirectly, for
the purpose, whether immediate, incidental or ultimate, of purchasing or
carrying any Margin Stock, and none of such proceeds will be used in
violation of applicable Law (including, without limitation, the Margin
Regulations). Letters of Credit will be issued hereunder only for the
purpose of securing bids, tenders, bonds, contracts and other obligations
entered into in the ordinary course of Borrower's business, and otherwise to
guaranty payment and performance in accordance with the ordinary practice of
Borrower's business. Without limiting the foregoing, (i) the proceeds of
Borrowings will not be used to repay or prepay all or any portion of the
Permitted Unsecured Term Debt, and (ii) no Letters of Credit will be issued
hereunder for the purpose of or providing credit enhancement with respect to
any Debt or equity security of any Credit Party or to secure any Credit
Party's obligations with respect to Hedge Transactions entered into with a
Person which is not a Bank or an Affiliate of such Bank."
1.9 Amendment to Event of Default Provisions. Section 11.1(m) of the
Credit Agreement shall be amended to read in full as follows:
"(m) in addition to, and not in limitation of, the provisions contained
in clause (f) above, a default or event of default shall occur under any
Permitted Senior Unsecured Debt Document or any Permitted Unsecured Term Debt
Document, which such default or event of default shall not be remedied prior
to the expiration of any applicable period of grace or cure under the
applicable Permitted Senior Unsecured Debt Document or Permitted Unsecured
Term Debt Document;".
SECTION 2. Consent and Waiver. Borrower has requested that Banks (a)
consent to the incurrence of the Permitted Unsecured Term Debt (as defined in
the Credit Agreement, as amended by this First Amendment) (the transaction
described in this clause (a) being referred to as the "Subject Transaction"),
and (b) waive (i) any provision of the Credit Agreement and the other Loan
Papers to the extent such provisions prohibit the consummation of the Subject
Transaction, and (ii) any and all remedies and other rights under the Credit
Agreement and the other Loan Papers in respect of any Default or Event of
Default to the extent, but only to the extent, occurring solely from the
consummation of the Subject Transaction. 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 3 hereof (and in the Credit Agreement, as
applicable), Executing Banks hereby (x) consent to the Subject Transaction,
and (y) waive (i) any provision of the Credit Agreement and the other Loan
Papers to the extent such provisions prohibit the consummation of the Subject
Transaction, and (ii) any and all remedies and other rights under the Credit
Agreement and the other Loan Papers in respect of any Default or Event of
Default to the extent, but only to the extent, occurring solely from the
consummation of the Subject Transaction. The consents and waivers contained
in this Section 2 are limited solely to the Subject Transaction, and the
applicable provisions of the Credit Agreement and the other Loan Papers to
the extent they prohibit the consummation of, or provide rights and remedies
in respect of the consummation of, such transaction. Nothing contained
herein shall be deemed (A) a consent to any action other than the
consummation of the Subject Transaction, or (B) 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, or provides rights and remedies in
respect of the consummation of, the Subject Transaction.
SECTION 3. Conditions Precedent. The effectiveness of (a) the
amendments to the Credit Agreement contained in Section 1 hereof, and (b) the
consents and waivers contained in Section 2 hereof, is subject to the
satisfaction of each condition precedent set forth in this Section 3:
3.1 Closing Deliveries. Administrative Agent shall have received (a)
counterparts of this First Amendment duly executed by Borrower and Required
Banks, (b) a fully executed copy of each Permitted Unsecured Term Debt
Document, together with a certificate from an Authorized Officer of Borrower
certifying that such copies are accurate and complete and represent the
complete understanding and agreement of the parties thereto, and (c) such
other documents, instruments and agreements as Administrative Agent may
reasonably require in connection with this First Amendment and the
transactions contemplated hereby.
3.2 Amendment Fee. Upon execution of this First Amendment by Required
Banks, Borrower shall pay to Administrative Agent, for the benefit of
Executing Banks, a fee in the amount of $10,000 for each Executing Bank.
3.3 No Defaults. Prior to and after giving effect to the amendments
contained in Section 1 hereof and the consents and waivers contained in
Section 2 hereof, no Default, Event of Default or Borrowing Base Deficiency
shall exist.
3.4 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.
3.5 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 4. 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:
4.1 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.
4.2 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.
4.3 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).
4.4 Absence of Defaults. Prior to and after giving effect to the
amendments contained in Section 1 hereof, and after giving effect to the
consents and waivers contained in Section 2 hereof, no Default or Event of
Default has occurred which is continuing.
4.5 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.
4.6 Permitted Unsecured Term Debt Documents. Borrower has provided
Administrative Agent with a true and correct copy of each Permitted Unsecured
Term Debt Document in effect as of the Effective Date. Each of the Permitted
Unsecured Term Debt Documents is a valid, binding and enforceable obligation
of the Credit Parties party thereto in accordance with its terms and is in
full force and effect.
SECTION 5. Miscellaneous.
5.1 Reaffirmation of Loan Papers. Any and all of the terms and
provisions of the Credit Agreement and the other 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.
5.2 Confirmation of Loan Papers and Liens. As a material inducement to
Banks to make the agreements and grant the 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 transactions 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.
5.3 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.
5.4 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.
5.5 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 Required
Banks have executed a counterpart. Facsimiles shall be effective as
originals.
5.6 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.
5.7 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.
5.8 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 Required 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 3 hereof).
5.9 Governing Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
CONTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
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 Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇,
Chief Financial Officer and Treasurer
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇,
Chief Financial Officer and Treasurer
PIPER PETROLEUM COMPANY, a Colorado
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇,
Chief Financial Officer and Treasurer
CASTLE TEXAS EXPLORATION LIMITED PARTNERSHIP,
a Texas limited partnership
By: Delta Petroleum Corporation, a Delaware
corporation, its general partner and sole
limited partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇,
Chief Financial Officer and Treasurer
DPCA LLC, a Delaware limited liability company
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇,
Chief Financial Officer and Treasurer
ADMINISTRATIVE AGENT:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
Senior Vice President
BANK:
JPMORGAN CHASE BANK, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
Senior Vice President
BANK:
BANK OF OKLAHOMA, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Senior Vice President
BANK:
U.S. BANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
BANK:
CAPITAL ONE, NATIONAL ASSOCIATION
(f/k/a Hibernia National Bank)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, P.E.
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, P.E.
Title: Senior Vice President
BANK:
BANK OF SCOTLAND
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
BANK:
DEUTSCHE BANK TRUST COMPANY AMERICAS
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
BANK:
NATIXIS
(f.k.a. Ntexis Banques Populaires)
By: /s/ ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇
▇▇▇▇▇▇ ▇'▇▇▇▇▇▇
Senior Managing Director
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
Director
BANK:
STERLING BANK
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
BANK:
KEYBANK, N.A.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President