SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
SECOND
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
SECOND
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is
entered into as of October 16, 2007, by and among PETROLEUM DEVELOPMENT
CORPORATION (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER, as
Guarantors (the “Guarantors”), the LENDERS party hereto (the
“Lenders”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the
“Administrative Agent”). Unless the context otherwise requires
or unless otherwise expressly defined herein, capitalized terms used but not
defined in this Amendment have the meanings assigned to such terms in the Credit
Agreement (as defined below).
WITNESSETH:
WHEREAS,
the Borrower, the Guarantors, the Administrative Agent and the Lenders have
entered into that certain Amended and Restated Credit Agreement dated as of
November 4, 2005 (as amended, supplemented or otherwise modified from time
to
time, the “Credit Agreement”); and
WHEREAS,
the Borrower has requested that the Administrative Agent and the Lenders amend
the Credit Agreement to, among other things, increase the Borrowing Base and
the
potential maximum amount of the Aggregate Revolving Commitment and modify
certain covenants, and the Administrative Agent and the Lenders have agreed
to
do so on the terms and conditions hereinafter set forth;
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, the
Borrower, the Guarantors, the Administrative Agent and the Lenders hereby agree
as follows:
SECTION
1. Amendments
to Credit Agreement. Subject to the satisfaction or waiver
in writing of each condition precedent set forth in Section 5 of this
Amendment, and in reliance on the representations, warranties, covenants and
agreements contained in this Amendment, the Credit Agreement shall be amended
in
the manner provided in this Section 1.
1.1 Additional
Definitions. Section 1.01 of the Credit Agreement
shall be and it hereby is amended by inserting the following definitions in
appropriate alphabetical order:
“Acquisition”
means, the acquisition by the Borrower or any Restricted Subsidiary, whether
by
purchase, merger (and, in the case of a merger with any such Person, with such
Person being the surviving corporation) or otherwise, of all or substantially
all of the Equity Interest of, or the business, property or fixed assets of
or
business line or unit or a division of, any other Person primarily engaged
in
the business of producing oil or natural gas or the acquisition by the Borrower
or any Restricted Subsidiary of property or assets consisting of Oil and Gas
Interests.
“Disposition”
means, the disposition by the Borrower or any Restricted Subsidiary, whether
by
sale, merger, assignment, transfer or otherwise, of all or substantially all
of
the
1
Equity
Interest of any Restricted Subsidiary or any property or
assets consisting of Oil and Gas Interests.
“Maximum
Facility Amount” means $400,000,000.
“Second
Amendment Effective Date” means October 16, 2007.
“Senior
Notes” is defined in Section 7.01(j).
1.2 Amended
Definitions. Section 1.01 of the Credit Agreement
shall be and it hereby is amended by amending and restating the following
definitions to read in their entirety as follows:
“Aggregate
Revolving Commitment” means the amount equal to the lesser of (i) the
Maximum Facility Amount and (ii) the Borrowing Base, as such Aggregate Revolving
Commitment may be reduced or increased pursuant to Section 2.02 and Section
2.03, provided that in no event shall the Aggregate Revolving Commitment
exceed the Borrowing Base. The Aggregate Revolving
Commitment as of the Second Amendment Effective Date is
$275,000,000. If at any time the Borrowing Base is reduced below the
Aggregate Revolving Commitment, the Aggregate Revolving Commitment shall be
reduced automatically to the amount of the Borrowing Base in effect at such
time.
“Capital
Markets Event” means the receipt by the Borrower of net proceeds of not less
than $200,000,000 from the issuance of Indebtedness of the Borrower (including
the issuance of Senior Notes) or Equity Interests of the Borrower on terms
and
conditions acceptable to Administrative Agent and Required Lenders and with
the
prior written consent of Administrative Agent and Required
Lenders.
“Consolidated
EBITDAX” means, with respect to the Borrower and its Restricted Subsidiaries
for any period, Consolidated Net Income for such period; plus without
duplication and to the extent deducted in the calculation of Consolidated Net
Income for such period, the sum of (a) income or franchise Taxes paid or
accrued; (b) Consolidated Net Interest Expense; (c) amortization, depletion
and
depreciation expense; (d) any non-cash losses or charges on any Swap Agreement
resulting from the requirements of FASB Statement 133 for that period; (e)
oil
and gas exploration expenses (including all drilling, completion, geological
and
geophysical costs) for such period; (f) losses from sales or other dispositions
of assets (other than Hydrocarbons produced in the ordinary course of business)
and other extraordinary or non-recurring losses, and (g) other non-cash charges
(excluding accruals for cash expenses made in the ordinary course of business);
minus, to the extent included in the calculation of Consolidated Net
Income, (h) the sum of (i) any non-cash gains on any Swap Agreements resulting
from the requirements of FASB Statement 133 for that period; (ii) extraordinary
or non-recurring gains; and (iii) gains from sales or other dispositions of
assets (other than Hydrocarbons produced in the ordinary course of business);
provided that, with respect to the determination of Borrower’s compliance with
the leverage ratio set forth in Section 7.11(b) for any period, Consolidated
EBITDAX shall be adjusted to give effect, on a pro forma basis and consistent
with GAAP, to any Acquisitions or Dispositions made during such period as if
such Acquisition or Disposition, as the case may be, was made at the beginning
of such period.
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“Suspension
Period” means the period beginning August 9, 2007, and ending on the earlier
of (a) the occurrence of a Capital Markets Event or (b) October 1,
2008.
1.3 Termination
and Reduction of the Aggregate Revolving
Commitment. Section 2.02(b) of the Credit
Agreement shall be and it hereby is amended and restated in its entirety to
read
as follows:
(b) The
Borrower may at any time terminate, or from time to time reduce, the Aggregate
Revolving Commitment; provided that (i) each reduction of the Aggregate
Revolving Commitment shall be in an amount that is an integral multiple of
$1,000,000 and not less than $1,000,000 and shall be applied ratably to each
Lender’s Revolving Commitment and (ii) the Borrower shall not terminate or
reduce the Aggregate Revolving Commitment if, after giving effect to any
concurrent prepayment of the Loans in accordance with Section 2.10 and
Section 2.11, the Aggregate Revolving Credit Exposure would exceed the Aggregate
Revolving Commitment.
1.4 Increases
in the Aggregate Revolving Commitment. The first sentence of
Section 2.03 of the Credit Agreement shall be and it hereby is
amended and restated in its entirety to read as follows:
Section 2.03 Increases
in the Aggregate Revolving Commitment. So long as no Default has
occurred and is continuing or would be caused by such increase, the Borrower
may
by written notice to the Administrative Agent, on or before ten Business Days
after any Redetermination of the Borrowing Base pursuant to Article III, elect
to increase the existing Aggregate Revolving Commitment in a minimum amount
of
$5,000,000 and integral multiples of $1,000,000 in excess of that amount (any
such increase, the “New Commitments”); provided that the amount of
such increase together with the existing Aggregate Revolving Commitment does
not, in the aggregate, exceed the lesser of (a) the Maximum Facility Amount
and
(b) the Borrowing Base then in effect as a result of such
Redetermination.
1.5 Letters
of Credit/Expiration Date. Section 2.06(c) of
the Credit Agreement shall be and it hereby is amended and restated in its
entirety to read as follows:
(c) Expiration
Date. Each Letter of Credit shall expire at or prior to the close
of business on the earlier of (i) the date one year after the date of the
issuance of such Letter of Credit (or, in the case of any renewal or extension
thereof, one year after such renewal or extension) and (ii) the date that
is five Business Days prior to the Maturity Date.
1.6 Repayment of
Loans; Evidence of Debt. Section 2.09(e) of the
Credit Agreement shall be and it hereby is amended and restated in its entirety
to read as follows:
(e) Any
Lender or Participant may request that Loans made by it be evidenced by a
promissory note. In such event, the Borrower shall prepare, execute
and deliver to such Lender or Participant a promissory note payable to the
order
of such Lender or Participant (or, if requested by such Lender or Participant,
to such Lender or Participant and its registered assigns) and in the form
attached hereto as Exhibit E. Thereafter, the Loans evidenced by such
promissory note and interest thereon shall at all times (including after
assignment pursuant to
3
1.7 Reserve
Report; Proposed Borrowing Base. Section 3.01 of
the Credit Agreement shall be and it hereby is amended and restated in its
entirety to read as follows:
Section 3.01. Reserve
Report; Proposed Borrowing Base. During the period from the
Effective Date until the first Redetermination after the Effective Date, the
Borrowing Base shall be $125,000,000 (the “Initial Borrowing Base”).
During the period from the Second Amendment Effective Date until the first
Redetermination after the Second Amendment Effective Date, the Borrowing Base
shall be $275,000,000. As soon as available and in any event by
April 1 and October 1 of each year, beginning April 1, 2008, the Borrower
shall deliver to the Administrative Agent and each Lender a Reserve Report,
prepared as of the immediately preceding December 31 and June 30, respectively,
in form and substance reasonably satisfactory to the Administrative Agent and
prepared by an Approved Petroleum Engineer (or, in the case of the Reserve
Report due on October 1 of each year, by petroleum engineers employed by the
Borrower), said Reserve Report to utilize economic and pricing parameters
established from time to time by the Administrative Agent, together with such
other information, reports and data concerning the value of the Borrowing Base
Properties as the Administrative Agent shall deem reasonably necessary to
determine the value of such Borrowing Base Properties. Simultaneously
with the delivery to the Administrative Agent and the Lenders of each Reserve
Report, the Borrower shall submit to the Administrative Agent and each Lender
the Borrower’s requested amount of the Borrowing Base as of the next
Redetermination Date. Promptly after the receipt by the
Administrative Agent of such Reserve Report and the Borrower’s requested amount
for the Borrowing Base, the Administrative Agent shall submit to the Lenders
a
recommended amount of the Borrowing Base to become effective for the period
commencing on the next Redetermination Date.
1.8 Scheduled
Redeterminations of the Borrowing Base; Procedures and
Standards. The first two sentences of
Section 3.02 of the Credit Agreement shall be and they hereby are
amended and restated in their entirety to read as follows:
Section 3.02. Scheduled
Redeterminations of the Borrowing Base; Procedures and
Standards. Based in part on the Reserve Reports made available to
the Administrative Agent and the Lenders pursuant to Section 3.01, the Lenders
shall redetermine the 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 the Lenders). Any
Borrowing Base which becomes effective as a result of any Redetermination of
the
Borrowing Base shall be subject to the following restrictions: (a) such
Borrowing Base shall not exceed the amount of the Borrowing Base requested
by
the Borrower, (b) such Borrowing Base shall not exceed the Maximum Facility
Amount, (c) to the extent such Borrowing Base represents an increase in the
Borrowing Base in effect prior to such Redetermination, such Borrowing Base
must
be approved by all Lenders, and (d) to the extent such Borrowing Base represents
a decrease in the Borrowing Base in effect prior to such Redetermination or
a
reaffirmation of
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1.9 Borrowing
Base. Article III of the Credit Agreement shall be
and it hereby is amended by inserting the following at the end of such Article
as Section 3.07:
Section 3.07. Additional
Reductions in Borrowing Base. Upon the issuance of any Senior
Notes, the Borrowing Base then in effect shall automatically be reduced by
$300
for each $1,000 in stated principal amount of such Senior Notes issued by the
Borrower.
1.10 Financial
Statements; Other Information. Section 6.01(a)
of the Credit Agreement shall be and it hereby is amended and restated in its
entirety to read as follows:
(a) within
90 days after the end of each fiscal year of the Borrower, the audited
consolidated balance sheet and related statements of operations, stockholders’
equity and cash flows of the Borrower and its Consolidated Subsidiaries as
of
the end of and for such year, setting forth in each case in comparative form
the
figures for the previous fiscal year, all reported on by PricewaterhouseCoopers
L.L.P. or other independent public accountants reasonably acceptable to
Administrative Agent (without a “going concern” or like qualification or
exception and without any qualification or exception as to the scope of such
audit) to the effect that such consolidated financial statements present fairly
in all material respects the financial condition and results of operations
of
the Borrower and its Consolidated Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied;
1.11 Financial
Statements; Other Information. Section 6.01(b)
of the Credit Agreement shall be and it hereby is amended and restated in its
entirety to read as follows:
(b) within
45 days after the end of each fiscal quarter of the Borrower, the consolidated
balance sheet and related statements of operations, stockholders’ equity and
cash flows of the Borrower and its Consolidated Subsidiaries as of the end
of
and for such fiscal quarter and the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for the corresponding
period or periods of (or, in the case of the balance sheet, as of the end of)
the previous fiscal year, all certified by one of its Financial Officers as
presenting fairly in all material respects the financial condition and results
of operations of the Borrower and its Consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments and the absence of
footnotes;
1.12 Financial
Statements; Other Information. Section 6.01(d)
of the Credit Agreement shall be and it hereby is amended and restated in
its
entirety to read as follows:
(d)
Reserved.
1.13 Financial
Statements; Other Information. Section 6.01(f)
of the Credit Agreement shall be and it hereby is amended and restated in
its
entirety to read as follows:
(f)
for any Sponsored Partnership, upon the written request (or the verbal
request confirmed in writing within ten days of such verbal request) of the
Administrative Agent, (A)
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1.14 Security. The
first sentence of Section 6.09 of the Credit Agreement shall be and it
hereby is amended and restated in its entirety to read as follows:
Section
6.09. Security. The Borrower will, and will cause
each Restricted Subsidiary to, execute and deliver to the Administrative Agent,
for the benefit of the Secured Parties, (a) Mortgages in form and substance
acceptable to the Administrative Agent together with such other assignments,
conveyances, amendments, agreements and other writings, including, without
limitation, UCC-1 financing statements (each duly authorized and executed,
as
applicable) as the Administrative Agent shall deem necessary or appropriate
to
grant, evidence and perfect Liens in Direct Interests having an Engineered
Value
equal to or greater than (i) at any time prior to the earlier of the occurrence
of a Capital Markets Event or December 31, 2007, the Minimum Mortgaged Value
and
(ii) at all other times, eighty percent (80%) of the Engineered Value of the
Direct Interests included in the Borrowing Base Properties and (b) Security
Agreements in form and substance acceptable to the Administrative Agent together
with such other assignments, conveyances, amendments, agreements and other
writings, including, without limitation, UCC-1 financing statements (each duly
authorized and executed, as applicable) and control agreements as the
Administrative Agent shall deem necessary or appropriate to grant, evidence
and
perfect Liens in the Partnership Interests and certain other personal property
of the Borrower or such Restricted Subsidiary, as the case may be, subject
only
to Permitted Encumbrances and other Liens permitted under Section
7.02.
1.15 Indebtedness. Section 7.01
of the Credit Agreement shall be and it hereby is amended by (a) inserting
the
following as Section 7.01(i) and (b) relettering the existing
clauses (i) and (j) of Section 7.01 as clauses (j) and (k)
respectively:
(i) Unsecured
Indebtedness of the Borrower evidenced by unsecured senior notes or unsecured
senior subordinated notes containing terms and conditions (including, if
applicable, subordination provisions) acceptable to the Administrative Agent
and
the Required Lenders in their sole discretion and in an aggregate principal
amount not to exceed $250,000,000 (“Senior
Notes”);
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1.16 Other
Agents.Article X of the Credit Agreement shall be and it hereby
is amended by adding the following at the end of the third paragraph of that
Article:
No
Person identified as a Syndication Agent on Schedule 2.01 or as a Joint Lead
Arranger, in each case in its respective capacity as such, shall have any
responsibilities or duties, or incur any liability, under this Agreement or
the
other Loan Documents.
1.17 Waivers;
Amendments. Section 11.02(b) of the
Credit Agreement shall be and it hereby is amended and restated in its entirety
to read as follows:
(b) Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the
Credit Parties and the Required Lenders or by the Credit Parties and the
Administrative Agent with the consent of the Required Lenders; provided
that no such agreement shall (1) increase the Borrowing Base without the written
consent of each Lender, (2) increase the Applicable Percentage of any Lender
or
the Aggregate Revolving Commitment above the Maximum Facility Amount without
the
written consent of such Lender, (3) reduce the principal amount of any Loan
or
LC Disbursement or reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the written consent of each Lender affected thereby,
(4) postpone the scheduled date of payment of the principal amount of any Loan
or LC Disbursement, or any interest thereon, or any fees payable hereunder,
or
reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date of expiration of any of the Aggregate Revolving Commitment,
without the written consent of each Lender affected thereby, (5) change
Section 2.18(b) or Section 2.18(c) in a manner that would alter the
pro rata sharing of payments required thereby, without the written consent
of
each Lender, (6) release any Credit Party from its obligations under the Loan
Documents or, except in connection with any sales, transfers, leases or other
dispositions permitted in Section 7.03, release any of the Collateral
without the written consent of each Lender, or (7) change any of the provisions
of this Section or the definition of “Required Lenders” or any other provision
hereof specifying the number or percentage of Lenders required to waive, amend
or modify any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender;
providedfurther that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent or the Issuing
Bank hereunder without the prior written consent of the Administrative Agent
or
the Issuing Bank, as the case may be.
1.18 Amendment
to Schedules. Schedule 2.01, Schedule 4.06 and
Schedule 4.13 of the Credit Agreement shall be and they
hereby are
amended in their entirety by substituting Schedule 2.01, Schedule
4.06 and Schedule 4.13 attached hereto.
SECTION
2. New
Lenders and Reallocation of Revolving Commitments and
Loans. The Lenders have agreed among themselves to
reallocate their respective Applicable Percentages of the Aggregate Revolving
Commitment and to, among other things, allow certain financial institutions
identified by X.X. Xxxxxx Securities, Inc., in its capacity as a Joint Lead
Arranger, in consultation with the Borrower, to become a party to the Credit
Agreement as a Lender (each, a “New Lender”) by acquiring an interest in
the Aggregate Revolving Commitment, and Administrative Agent and the Borrower
hereby consent to such reallocation and each New
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SECTION
3. Conditions. The
amendments to the Credit Agreement contained in Section 1 of this
Amendment and the assignment contained in Section 2 of this Amendment
shall be effective upon the satisfaction of each of the conditions set forth
in
this Section 3.
3.1 Execution
and Delivery. Each Credit Party, each Lender, including the
New Lenders, and the Administrative Agent shall have executed and delivered
this
Amendment and each other required document, all in form and substance
satisfactory to the Administrative Agent.
3.2 No
Default. No Default shall have occurred and be continuing or
shall result from effectiveness of this Amendment.
3.3 Fees. The
Administrative Agent, the Joint Lead Arrangers and the Sole Bookrunner shall
have received all fees payable in the amounts and at the times separately agreed
upon among the Administrative Agent, the Joint Lead Arrangers, the Sole
Bookrunner and the Borrower.
3.4 Governmental
Approvals. All governmental and third party approvals
necessary or, in the discretion of the Administrative Agent, advisable in
connection with the financing contemplated by the Credit Agreement, as amended
to date, and by this Amendment and the continuing operations of the Borrower
and
its Subsidiaries shall have been obtained and be in full force and
effect.
3.5 Unioil
Guaranty. The Borrower shall have, and shall have caused
Unioil to, comply with Sections 6.13 and 6.14 of the Credit
Agreement with respect to Unioil, including, without limitation, the execution
and delivery of a Counterpart Agreement in the form of Exhibit C to
the Credit Agreement.
3.6 Authorization
and Good Standing. The Administrative Agent shall have
received such documents and certificates as the Administrative Agent or its
counsel may reasonably request relating to the organization, existence and
good
standing of each Credit Party, the authorization of this Amendment and any
other
legal matters relating to the Credit Parties or this Amendment, all in form
and
substance satisfactory to the Administrative Agent and its counsel.
3.7 Other
Documents. The Administrative Agent shall have received such
other instruments and documents incidental and appropriate to the transaction
provided for herein as
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SECTION
4. Representations
and Warranties of Borrower. To induce the Lenders to enter
into this Amendment, each Credit Party hereby represents and warrants to the
Lenders as follows:
4.1 Reaffirmation
of Representations and Warranties/Further Assurances. After
giving effect to the amendments and assignments herein, each representation
and
warranty of such Credit Party contained in the Credit Agreement or in any other
Loan Document is true and correct in all material respects on the Second
Amendment Effective Date (except to the extent such representations and
warranties relate solely to an earlier date, in which case they are true and
correct as of such earlier date).
4.2 Corporate
Authority; No Conflicts. The execution, delivery and
performance by such Credit Party of this Amendment and all documents,
instruments and agreements contemplated herein are within such Credit Party’s
corporate or other organizational powers, have been duly authorized by necessary
action, require no action by or in respect of, or filing with, any court or
agency of government and do not violate or constitute a default under any
provision of any applicable law or other agreements binding upon such Credit
Party or result in the creation or imposition of any Lien upon any of the assets
of such Credit Party.
4.3 Enforceability. This
Amendment constitutes the valid and binding obligation of such Credit Party
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.
SECTION
5. Miscellaneous.
5.1 Reaffirmation
of Loan Documents and Liens. Any and all of the terms and
provisions of the Credit Agreement and the Loan Documents shall, except as
amended and modified hereby, remain in full force and effect. Each
Credit Party hereby agrees that the amendments and modifications herein
contained shall in no manner affect or impair the liabilities, duties and
obligations of any Credit Party under the Credit Agreement and the other Loan
Documents or the Liens securing the payment and performance
thereof.
5.2 Parties
in Interest. All of the terms and provisions of this
Amendment shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.
5.3 Legal
Expenses. Each Credit Party hereby agrees to pay all
reasonable fees and expenses of counsel to the Administrative Agent incurred
by
the Administrative Agent in connection with the preparation, negotiation
and
execution of this Amendment and all related documents.
5.4 Counterparts. This
Amendment may be executed in one or more counterparts and by different parties
hereto in separate counterparts each of which when so executed and
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5.5 Complete
Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE
OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN 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 THE
PARTIES.
5.6 Headings. The
headings, captions and arrangements used in this Amendment are, unless specified
otherwise, for convenience only and shall not be deemed to limit, amplify or
modify the terms of this Amendment, nor affect the meaning thereof.
[Remainder
of Page Intentionally Blank. Signature Pages
Follow.]
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IN
WITNESS WHEREOF, the parties have caused this Second Amendment to
Amended and Restated Credit Agreement to be duly executed as of the date first
above written.
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BORROWER:
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PETROLEUM
DEVELOPMENT CORPORATION
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By:
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/s/
Xxxxxxx X. XxXxxxxxxx
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Name:
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Xxxxxxx
X. XxXxxxxxxx
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Title:
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Chief
Financial Officer
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GUARANTORS:
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XXXXX
NATURAL GAS COMPANY
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By:
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/s/
Xxxxxx X. Xxxxx
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Name:
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Xxxxxx
X. Xxxxx
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Title:
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President
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UNIOIL
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By:
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/s/
Xxxxxx X. Xxxxx
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Name:
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Xxxxxx
X. Xxxxx
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Title:
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President
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Signature
Page
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JPMORGAN
CHASE BANK, N.A. (successor by merger to Bank One, N.A.
(Illinois)), individually and as Administrative Agent,
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By:
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/s/ Jo
Xxxxx Xxxxxxxxx
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Name:
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Jo
Xxxxx Xxxxxxxxx
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Title:
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Vice
President
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Signature
Page
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BNP
PARIBAS,
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as
a Lender and as Syndication Agent
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By:
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/s/
Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx
X. Xxxxxxx
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Title:
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Managing Director |
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By:
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/s/
Xxxxx Xxxxxx
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Name:
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Xxxxx Xxxxxx |
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Title:
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Director |
Signature
Page
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WACHOVIA
BANK, N.A., as a Lender
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By:
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/s/
Xxx Xxxxxxx
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Xxx
Xxxxxxx, Vice
President
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Signature
Page
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GUARANTY
BANK, FSB, as a Lender
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By:
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/s/ Xxxxx X. Xxxxxx III |
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Name:
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Xxxxx X. Xxxxxx III |
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Title:
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Senior Vice President |
Signature
Page
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BANK
OF OKLAHOMA, as a Lender
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By:
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/s/ Xxxxxxx Xxxxxxx |
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Name:
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Xxxxxxx Xxxxxxx |
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Title:
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Vice President |
Signature
Xxxx
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XXXXXX
XXXXXXX BANK, as a Lender
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By:
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/s/ Xxxxxx Xxxxxx | |
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Name:
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Xxxxxx Xxxxxx | |
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Title:
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Authorized Signatory | |
Signature
Page
