INCREASE JOINDER
Exhibit 10.1
This INCREASE JOINDER, dated as of April 28, 2008 (the “Increase Joinder”), is made
pursuant to the Credit Agreement referred to below (capitalized terms used herein which are not
defined herein and which are defined in such Credit Agreement shall have the same meanings as
therein defined), among HERCULES OFFSHORE, INC. (the “Borrower”), the Subsidiary
Guarantors, each Incremental Revolving Lender (as defined below), and UBS AG, STAMFORD BRANCH, as
Administrative Agent for the Lenders.
W I T N E S S E T H:
WHEREAS, the Borrower, the Subsidiary Guarantors, the Lenders from time to time party thereto,
UBS Loan Finance LLC, as Swingline Lender, and UBS AG, Stamford Branch, as Issuing Bank and as
Administrative Agent for the Lenders, are parties to the certain Credit Agreement, dated as of July
11, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”);
WHEREAS, pursuant to Section 2.19 of the Credit Agreement, the Borrower proposed to the
Administrative Agent on March 20, 2008, to increase the Revolving Commitments from $150,000,000 to
$250,000,000 (such increase, the “Incremental Revolving Commitment”); and
WHEREAS, the financial institutions signatory hereto under the caption “Existing Incremental
Revolving Lender” (each, an “Existing Incremental Revolving Lender”) and the financial
institutions signatory hereto under the caption “New Incremental Revolving Lender” (each, a
“New Incremental Revolving Lender”, and, together
with each Existing Incremental Revolving Lender, the “Incremental Revolving Lenders”) are willing to provide a portion
of the Incremental Revolving Commitment;
NOW, THEREFORE, the Incremental Revolving Lenders are willing to extend such credit to
Borrower, on the terms and subject to the conditions set forth herein and in the Credit Agreement,
and, accordingly, the parties hereto agree as follows:
SECTION 1. Commitments. (a) Each of the Incremental Revolving Lenders agrees that it
is ready, willing and able to (i) in the case of each Existing Incremental Revolving Lender, commit
to the amount of such Existing Incremental Revolving Lender’s Incremental Revolving Commitment set
forth opposite such Existing Incremental Revolving Lender’s name below (and confirms the amount of
its aggregate Revolving Commitment set forth next to its Incremental Revolving Commitment) and (ii)
in the case of any New Incremental Revolving Lender, become a “Lender” under the Credit Agreement
and commit to the amount of such New Incremental Revolving Lender’s Incremental Revolving
Commitment and Revolving Commitment set forth opposite such New Incremental Revolving Lender’s name
below.
Amount of | ||||||||
Name of | Incremental Revolving | Amount of Revolving | ||||||
Institution | Commitment | Commitment | ||||||
UBS Loan Finance LLC |
$ | 13,300,000 | $ | 33,300,000 | ||||
Amegy Bank
National Association |
$ | 10,000,000 | $ | 30,000,000 | ||||
Bank of America, N.A. |
$ | 25,000,000 | $ | 25,000,000 | ||||
Capital One, NA |
$ | 15,000,000 | $ | 15,000,000 | ||||
Comerica Bank |
$ | 10,000,000 | $ | 25,000,000 | ||||
Deutsche Bank Trust Company |
$ | 6,700,000 | $ | 16,700,000 | ||||
Encore Bank, N.A. |
$ | 5,000,000 | $ | 5,000,000 | ||||
Fortis Capital Corp. |
$ | 5,000,000 | $ | 10,000,000 | ||||
Xxxxxxx Xxxxx Bank USA |
$ | 10,000,000 | $ | 10,000,000 |
Each New Incremental Revolving Lender (i) represents and warrants that (A) it has full power
and authority, and has taken all action necessary, to execute and deliver this Increase Joinder and
to consummate the transactions contemplated hereby and to become a Lender under the Credit
Agreement, (B) from and after the Revolving Commitment Increase Effective Date, it shall be bound
by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its
Incremental Revolving Commitment, shall have the obligations of a Lender thereunder, (C) it is
sophisticated with respect to decisions to acquire assets and assume obligations of the type
represented by its Incremental Revolving Commitment and either it, or the Person exercising
discretion in making its decision to assume its Incremental Revolving Commitment, is experienced in
acquiring assets (and assuming obligations) of such type, (D) it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements delivered pursuant to
Section 5.01 thereof, and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Increase Joinder and to acquire (and assume
the obligations relating to) its Incremental Revolving Commitment, on the basis of which it has
made such analysis and decision independently and without reliance on the Administrative Agent or
any other Lender, (E) delivered to the Administrative Agent an Administrative Questionnaire in the
form of Exhibit A to the Credit Agreement, (F) if it is a Foreign Lender, delivered to the
Administrative Agent any documentation required to be delivered by it pursuant to Section 2.15 of
the Credit Agreement, duly completed and executed by it; and (ii) agrees that (A) it will,
independently and without reliance on the Administrative Agent or any other Lender, and based on
such documents and
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information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Loan Documents, and (B) it will perform in
accordance with their terms all of the obligations that by the terms of the Loan Documents are
required to be performed by it as a Lender.
(b) As provided in Section 2.19(d) of the Credit Agreement, each Revolving Lender having a
Revolving Commitment prior to the Revolving Commitment Increase Effective Date (as defined in
Section 2 below) that is not committing to its Pro Rata Percentage of the Incremental
Revolving Commitment (each, an “Assigning Lender”) hereby assigns, as of the Revolving
Commitment Increase Effective Date (subject to satisfaction of the conditions precedent set forth
in Section 4 hereof), to the Incremental Revolving Lenders that are not Assigning Lenders
(each, an “Assignee Lender”), and the Assignee Lenders hereby purchase from each Assigning
Lender (subject to satisfaction of the conditions precedent set forth in Section 4 hereof),
at the principal amount thereof, such interests in the Revolving Loans (if any) and participation
interests in LC Exposure and Swingline Loans outstanding on such Revolving Commitment Increase
Effective Date as shall be necessary in order that, after giving effect to all such assignments and
purchases, such Revolving Loans (if any) and participation interests in LC Exposure and Swingline
Loans will be held by Assigning Lenders and Assignee Lenders ratably in accordance with their
Revolving Commitments after giving effect to such increased Revolving Commitments (such interests
of an Assigning Lender, such Assigning Lender’s “Assigned Interest”).
From and after the Revolving Commitment Increase Effective Date, the Administrative Agent
shall make all payments in respect of the Assigned Interests (including payments of principal,
interest, fees and other amounts) to the Assigning Lenders for amounts that have accrued to but
excluding the Revolving Commitment Increase Effective Date and to the Assignee Lenders for amounts
that have accrued from and after the Revolving Commitment Increase Effective Date.
Each Assigning Lender (i) represents and warrants that (A) it is the legal and beneficial
owner of its Assigned Interest, (B) the Assigned Interest is free and clear of any lien,
encumbrance or other adverse claim and (C) it has full power and authority, and has taken all
action necessary, to execute and deliver this agreement and to consummate the assignment of its
Assigned Interests contemplated hereby; and (ii) assumes no responsibility with respect to (A) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (B) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (C) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other person obligated in
respect of any Loan Document or (D) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other person of any of their respective obligations under any
Loan Document.
SECTION 2. Effective Date. The Increase Effective Date for the Incremental Revolving
Commitment (the “Revolving Commitment Increase Effective Date”) shall be the date on which
the conditions precedent set forth in Section 4 hereto have been satisfied, as noticed by
the Administrative Agent to the Revolving Lenders and the Borrower.
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SECTION 3. Representations and Warranties. Each Loan Party hereby represents and
warrants to the Administrative Agent and each Lender (including each Incremental Revolving Lender)
as of the date hereof and as of the Revolving Commitment Increase Effective Date as follows:
(a) Each of the representations and warranties made by any Loan Party and set forth herein or
in the Credit Agreement or any other Loan Document is true and correct in all material respects
(except that any representation and warranty that is qualified as to “materiality” or “Material
Adverse Effect” shall be true and correct in all respects) on and as of the date hereof and as of
the Revolving Commitment Increase Effective Date with the same effect as though made on and as of
such date, except to the extent such representations and warranties expressly relate to an earlier
date (in which case such representation shall be true and correct as of such date).
(b) No Default has occurred and is continuing, or would result from the Incremental Revolving
Commitment or the borrowings, if any, to be made on the Revolving Commitment Increase Effective
Date.
(c) This Increase Joinder has been duly executed and delivered by each Loan Party and
constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other
laws affecting creditors’ rights generally and subject to general principles of equity, regardless
of whether considered in a proceeding in equity or at law.
(d) Execution and delivery by the Loan Parties of this Increase Joinder, and consummation of
the transactions contemplated hereby, (i) do not require any consent or approval of, registration
or filing with, or any other action by, any Governmental Authority, except such as have been
obtained or made and are in full force and effect, (ii) will not violate the Organizational
Documents of any Company, (iii) will not violate any Requirement of Law, (iv) will not violate or
result in a default or require any consent or approval under any indenture, agreement or other
instrument binding upon any Company or its property, or give rise to a right thereunder to require
any payment to be made by any Company, except for violations, defaults or the creation of such
rights that could not reasonably be expected to result in a Material Adverse Effect, and (v) will
not result in the creation or imposition of any Lien on any property of any Company, except Liens
created by the Loan Documents and Permitted Liens.
(e) After giving pro forma effect to the borrowings, if any, to be made on the Revolving
Commitment Increase Effective Date and to any change in Consolidated EBITDA and any increase of
Indebtedness resulting from the consummation of any Permitted Acquisition concurrently with such
borrowings, as of December 31, 2007 (the date of the most recent financial statements delivered
pursuant to Section 5.01(a) or (b) of the Credit Agreement), the Borrower is in compliance with
each of the covenants set forth in Section 6.10 of the Credit Agreement.
(f) The Incremental Revolving Commitment of each Incremental Revolving Lender constitutes a
Revolving Commitment under the Credit Agreement, and each Revolving Loan or other extension of
credit with respect to such Incremental Revolving Commitment,
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together with such Incremental Revolving Commitment, shall be entitled to all the benefits
afforded by the Credit Agreement and the other Loan Documents and shall, without limiting the
foregoing, benefit equally and ratably from the Guarantees and security interests created by the
Security Documents.
SECTION 4. Conditions Precedent. The effectiveness of each Incremental Revolving
Lender’s Incremental Revolving Commitment shall be subject to, and to the satisfaction of, in each
case on or prior to April 30, 2008, each of the conditions precedent set forth below:
(a) The Administrative Agent shall have received:
(i) a certificate of the secretary or assistant secretary of each Loan Party dated the
Revolving Commitment Increase Effective Date, certifying (A) that attached thereto is a true
and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party
authorizing the execution, delivery and performance of this Increase Joinder and, in the
case of Borrower, the extensions of credit permitted as a result thereof, and that such
resolutions have not been modified, rescinded or amended and are in full force and effect
and (B) as to the incumbency and specimen signature of each officer executing any Loan
Document or any other document delivered in connection herewith on behalf of such Loan Party
(together with a certificate of another officer as to the incumbency and specimen signature
of the secretary or assistant secretary executing the certificate in this subclause
(i)); and
(ii) a certificate as to the good standing of each Loan Party (in so-called “long-form”
if available) as of a recent date prior to the Revolving Commitment Increase Effective Date
from the Secretary of State of the State in which such Loan Party is organized and, if
applicable, from the Texas Secretary of State (or other applicable Governmental Authority).
(b) The Administrative Agent and the Incremental Revolving Lenders shall be reasonably
satisfied that the Borrower and its Subsidiaries shall be in compliance in all material respects
with all material Requirements of Law, including Regulations T, U and X of the Board, and shall
have received satisfactory evidence of such compliance reasonably requested by them.
(c) The representations and warranties set forth in Section 3 hereof shall be true and
correct.
(d) The Administrative Agent shall have received the favorable written opinions of (a) Xxxxx
Xxxxx L.L.P., special counsel for the Loan Parties, and (b) Xxxxxx & Xxxxxx, special Liberian
counsel, in each case (i) dated the Revolving Increase Commitment Effective Date, (ii) addressed to
the Administrative Agent and each Incremental Revolving Lender, and (iii) covering (A) the
applicable customary matters set forth in Exhibit M to the Credit Agreement relating to this
Increase Joinder, the Credit Agreement and the other Loan Documents (other than the matters
relating to the perfection and priority of security interests) and (B) the matters referred to in
Section 3(f) hereof.
(e) The Administrative Agent shall have received a certificate (the “Revolving Commitment
Increase Effective Date Certificate”), in a form agreed to between the
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Administrative Agent and the Borrower, which Revolving Commitment Increase Effective Date
Certificate shall be dated the date that the conditions precedent set forth in this Section
4 are satisfied.
(f) If any Revolving Loans are outstanding immediately prior to the Revolving Commitment
Increase Effective Date, each Assignee Lender shall have paid to the Administrative Agent (for the
benefit of the Assigning Lenders) 100% of the principal amount of the Revolving Loans being
assigned to it in connection with the adjustment of Revolving Loans pursuant to Section 2.19(d) of
the Credit Agreement and Section 1(b) hereof.
(g) If any Revolving Loans are outstanding immediately prior to the Revolving Commitment
Increase Effective Date, the Borrower shall have made all payments required pursuant to Section
2.13 of the Credit Agreement (“Breakage Payments”) in connection with any adjustment of
Revolving Loans pursuant to Section 2.19(d) of the Credit Agreement and Section 1(b)
hereof.
(h) The Administrative Agent shall have received (i) (A) for its account all fees payable to
it with respect to the Incremental Revolving Commitment and (B) for the account of the Incremental
Revolving Lenders all fees payable to them with respect to the Incremental Revolving Commitment and
(ii) all other amounts due and payable on or prior to the Revolving Commitment Increase Effective
Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses
(including the legal fees and expenses of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel
to the Administrative Agent) required to be reimbursed or paid by Borrower hereunder or under any
other Loan Document or agreement relating to the Incremental Revolving Commitment.
SECTION 5. Miscellaneous. (a) This Increase Joinder is a Loan Document (except for
purposes of Section 10.02(b) of the Credit Agreement) executed pursuant to the Credit Agreement and
shall be construed, administered and applied in accordance with all of the terms and provisions of
the Credit Agreement. For the avoidance of doubt, all references in the Loan Documents to
Revolving Loans shall be deemed, unless the context otherwise requires, to include references to
Revolving Loans made pursuant to the Incremental Revolving Commitments added pursuant to this
Increase Joinder. Except as modified hereby, all of the terms, conditions and other provisions of
the Credit Agreement and the other Loan Documents shall remain unchanged and shall continue to be,
and shall remain, in full force and effect in accordance with their respective terms.
(b) All notices, requests and demands to or upon the respective parties hereto shall be given
in the manner, and become effective, as set forth in Section 10.01 of the Credit Agreement, except
that, with respect to each undersigned New Incremental Revolving Lender, all such notices, requests
and demands shall be delivered to the address set forth opposite such Incremental Revolving
Lender’s name on Schedule I attached hereto.
(c) This Increase Joinder shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns. No amendment, modification, supplement,
termination or waiver of or to any provision of this Increase Joinder shall be effective unless the
same shall be in writing and signed by the party or parties hereto against
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whom enforcement of such amendment, modification, supplement, termination or waiver is sought.
(d) This Increase Joinder may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute a single contract. Delivery of an executed counterpart of a signature
page of this Increase Joinder by telecopier or electronic transmission (PDF format) shall be
effective delivery of a manually executed counterpart of this Increase Joinder.
(e) Section headings in this Increase Joinder are for convenience of reference only, are not
part of this Increase Joinder and shall not affect the construction of, or be taken into
consideration in interpreting, this Increase Joinder.
(f) This Increase Joinder shall be construed in accordance with and governed by the law of the
State of New York, without regard to conflicts of law principles that would require the application
of the laws of another jurisdiction.
[Signature pages follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Increase Joinder to be duly executed
and delivered by their proper and duly authorized officers as of the day and year first above
written.
HERCULES OFFSHORE, INC. |
||||
By: | /s/ Xxxxx X. Xxx | |||
Name: | Xxxxx X. Xxx | |||
Title: | Sr. Vice President, General Counsel, Chief Compliance Officer, and Secretary |
|||
HERCULES DRILLING COMPANY, LLC |
||||
By: | /s/ Xxxxx X. Xxx | |||
Name: | Xxxxx X. Xxx | |||
Title: | Secretary | |||
HERCULES LIFTBOAT COMPANY, LLC |
||||
By: | /s/ Xxxxx X. Xxx | |||
Name: | Xxxxx X. Xxx | |||
Title: | Secretary | |||
HERCULES OFFSHORE SERVICES LLC |
||||
By: | /s/ Xxxxx X. Xxx | |||
Name: | Xxxxx X. Xxx | |||
Title: | Secretary | |||
THE OFFSHORE DRILLING COMPANY |
||||
By: | /s/ Xxxxx X. Xxx | |||
Name: | Xxxxx X. Xxx | |||
Title: | Vice President and Secretary | |||
TODCO MEXICO INC. |
||||
By: | /s/ Xxxxx X. Xxx | |||
Name: | Xxxxx X. Xxx | |||
Title: | Vice President and Secretary | |||
TODCO MANAGEMENT SERVICES, INC. |
||||
By: | /s/ Xxxxx X. Xxx | |||
Name: | Xxxxx X. Xxx | |||
Title: | Vice President and Secretary | |||
CLIFFS DRILLING COMPANY |
||||
By: | /s/ Xxxxx X. Xxx | |||
Name: | Xxxxx X. Xxx | |||
Title: | Vice President and Secretary | |||
TODCO AMERICAS INC. |
||||
By: | /s/ Xxxxx X. Xxx | |||
Name: | Xxxxx X. Xxx | |||
Title: | Vice President and Secretary | |||
TODCO INTERNATIONAL INC. |
||||
By: | /s/ Xxxxx X. Xxx | |||
Name: | Xxxxx X. Xxx | |||
Title: | Vice President and Secretary | |||
CLIFFS DRILLING TRINIDAD L.L.C. |
||||
By: | /s/ Xxxxx X. Xxx | |||
Name: | Xxxxx X. Xxx | |||
Title: | Vice President and Secretary | |||
DELTA TOWING HOLDINGS, LLC |
||||
By: | /s/ Xxxxx X. Xxx | |||
Name: | Xxxxx X. Xxx | |||
Title: | Vice President and Secretary | |||
DELTA TOWING, LLC |
||||
By: | /s/ Xxxxx X. Xxx | |||
Name: | Xxxxx X. Xxx | |||
Title: | Vice President and Secretary | |||
THE ONSHORE DRILLING COMPANY |
||||
By: | /s/ Xxxxx X. Xxx | |||
Name: | Xxxxx X. Xxx | |||
Title: | Vice President and Secretary | |||
THE HERCULES OFFSHORE DRILLING COMPANY LLC |
||||
By: | /s/ Xxxxx X. Xxx | |||
Name: | Xxxxx X. Xxx | |||
Title: | Vice President and Secretary | |||
UBS AG, STAMFORD BRANCH, as Administrative Agent and Issuing Bank |
||||
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Associate Director | |||
By: | /s/ Xxxx X. Xxxxx | |||
Name: | Xxxx X. Xxxxx | |||
Title: | Associate Director | |||
ASSIGNING LENDERS: CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Revolving Lender |
||||
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Director | |||
By: | /s/ Xxxxxxxxxx Xxxxx | |||
Name: | Xxxxxxxxxx Xxxxx | |||
Title: | Associate | |||
JEFFERIES FINANCE LLC, as a Revolving Lender |
||||
By: | /s/ Xxxx X. Xxxxxxxx | |||
Name: | Xxxx X. Xxxxxxxx | |||
Title: | Executive Vice President | |||
JPMORGAN CHASE BANK, N.A., as
a Revolving Lender and Issuing Bank |
||||
By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Vice President | |||
MIZUHO CORPORATE BANK, LTD., as a Revolving Lender |
||||
By: | /s/ Xxxx Mo | |||
Name: | Xxxx Mo | |||
Title: | Senior Vice President | |||
NATIXIS, as a Revolving Lender |
||||
By: | /s/ Xxxxxx Xxxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxxx | |||
Title: | Director | |||
By: | /s/ Xxxxx X. Xxxxxxx, III | |||
Name: | Xxxxx X. Xxxxxxx, III | |||
Title: | Managing Director | |||
NORDEA BANK NORGE ASA, GRAND
CAYMAN BRANCH, as a Revolving Lender |
||||
By: | /s/ Hans Chr. Kjelsrud | |||
Name: | Hans Chr. Kjelsrud | |||
Title: | Executive Vice President | |||
By: | /s/ Xxxxxx Xxxx | |||
Name: | Xxxxxx Xxxx | |||
Title: | Vice President | |||
TRUSTMARK NATIONAL BANK, as a Revolving Lender |
||||
By: | /s/ X. X. Xxxxxxx | |||
Name: | X. X. Xxxxxxx | |||
Title: | Vice President | |||
UNITED OVERSEAS BANK LIMITED, NEW
YORK AGENCY, as a Revolving Lender |
||||
By: | /s/ Xxxxxx Xxx | |||
Name: | Xxxxxx Xxx | |||
Title: | SVP & GM | |||
By: | /s/ Xxxxx Xxxxx | |||
Name: | Xxxxx Xxxxx | |||
Title: | AVP | |||
EXISTING INCREMENTAL REVOLVING LENDERS: UBS LOAN FINANCE LLC |
||||
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Associate Director | |||
By: | /s/ Xxxx X. Xxxxx | |||
Name: | Xxxx X. Xxxxx | |||
Title: | Associate Director | |||
AMEGY BANK NATIONAL ASSOCIATION |
||||
By: | /s/ C. Xxxx Xxxxxxx | |||
Name: | C. Xxxx Xxxxxxx | |||
Title: | Senior Vice President | |||
COMERICA BANK |
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By: | /s/ Xxxx Xxxxxxxxxx | |||
Name: | Xxxx Xxxxxxxxxx | |||
Title: | Vice President | |||
DEUTSCHE BANK TRUST COMPANY |
||||
By: | /s/ Xxxxx X. Xxxx | |||
Name: | Xxxxx X. Xxxx | |||
Title: | Managing Director | |||
By: | /s/ Xxxx Xxxxxxxxx | |||
Name: | Xxxx Xxxxxxxxx | |||
Title: | Vice President | |||
FORTIS CAPITAL CORP. |
||||
By: | /s/ Xxxxx Xxxx | |||
Name: | Xxxxx Xxxx | |||
Title: | Managing Director | |||
By: | /s/ Xxxxxx Xxxxxxx | |||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Senior Vice President | |||
NEW INCREMENTAL REVOLVING LENDERS: CAPITAL ONE, NA |
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By: | /s/ Xxx Xxxxxx | |||
Name: | Xxx Xxxxxx | |||
Title: | Senior Vice President | |||
XXXXXXX SACHS BANK USA |
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By: | /s/ Xxxxxxx Xxxxxxxx | |||
Name: | Xxxxxxx Xxxxxxxx | |||
Title: | Vice President | |||
ENCORE BANK, N.A. |
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By: | /s/ J. Xxxxx Xxxxxxx | |||
Name: | J. Xxxxx Xxxxxxx | |||
Title: | SVP | |||
BANK OF AMERICA, N.A. |
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By: | /s/ Xxx Salltza | |||
Name: | Xxx Salltza | |||
Title: | Vice President | |||
ACKNOWLEDGED BY: UBS LOAN FINANCE LLC, as Swingline Lender |
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By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Associate Director | |||
By: | /s/ Xxxx X. Xxxxx | |||
Name: | Xxxx X. Xxxxx | |||
Title: | Associate Director | |||
Schedule I
Notice Information for New Incremental Revolving Lenders
1. | Bank of America, N.A. |
Bank of America Plaza
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Taelitha Xxxxx Xxxxx-Xxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
Email: xxxxxxxx.x.xxxxxx@xxxxxxxxxxxxx.xxx
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Taelitha Xxxxx Xxxxx-Xxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
Email: xxxxxxxx.x.xxxxxx@xxxxxxxxxxxxx.xxx
2. | Capital One, NA |
0000 Xxxxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
Email: xxxxx.xxxxxxx@xxxxxxxxxxxxxx.xxx
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
Email: xxxxx.xxxxxxx@xxxxxxxxxxxxxx.xxx
3. | Encore Bank, N.A. |
0 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
Email: xxxxxxx@xxxxxxxxxx.xxx
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
Email: xxxxxxx@xxxxxxxxxx.xxx
4. | Xxxxxxx Sachs Bank USA |
00 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
Email: xxxxxxxx.xxxx@xx.xxx
Xxxxxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
Email: xxxxxxxx.xxxx@xx.xxx