AMENDED AND RESTATED VOTING AGREEMENT
Exhibit 10.10
Execution Version
AMENDED AND RESTATED VOTING AGREEMENT
This AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made and entered into effective as of February 9, 2018 (the “Effective Date”) by and among Xxxx Xxxx Holdings GP, LLC, a Delaware limited liability company (the “General Partner”), BCE-AMH Holdings, LLC, a Delaware limited liability company (“BCE-AMH”), BCE-MESA Holdings, LLC, a Delaware limited liability company (“BCE-MESA” and together with BCE-AMH, “Bayou City”), (i) Mezzanine Partners II Delaware Subsidiary, LLC, (ii) Offshore Mezzanine Partners Master Fund II, L.P., (iii) Institutional Mezzanine Partners II Subsidiary, L.P., (iv) AP Mezzanine Partners II, L.P., (v) The Northwestern Mutual Life Insurance Company, (vi) The Northwestern Mutual Life Insurance Company For its Group Annuity Separate Account, (vii) Northwestern Mutual Capital Strategic Equity Fund III, LP, (viii) KCK-AMIH, Ltd., (ix) United Insurance Company of America, and (x) Jade Real Assets Fund, L.P. (the entities in clauses (i) through (x), collectively, “HPS”), Xxxxxxx X. Xxxxx, an individual (“Xxxxx”), Xxxxxx X. Xxxxxxxxx, an individual (“Xxxxxxxxx”, and together with Bayou City, HPS and Xxxxx, the “Existing Owners”) and XXXX Opco, LP, a Delaware limited partnership (“XXXX Opco”). The General Partner, Bayou City, HPS, Xxxxx, Xxxxxxxxx and XXXX Opco are each referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used and not otherwise defined in this Agreement shall have the meanings assigned to them in the LLC Agreement (as defined below).
WHEREAS, prior to the Effective Date, voting control of the General Partner was governed by that certain Voting Agreement dated as of August 16, 2017, by and among the Existing Owners and High Mesa Holdings, LP, a Delaware limited partnership (“HMH LP”) (the “Original Voting Agreement”);
WHEREAS, XXXX Opco and the Existing Owners constitute all of the Class B Members of the General Partner, pursuant to the terms of that certain Sixth Amended and Restated Limited Liability Company Agreement of the General Partner by and between XXXX Opco and the Existing Owners, dated February 9, 2018 attached hereto as Exhibit A (as amended or otherwise modified from time to time, the “LLC Agreement”);
WHEREAS, pursuant to the LLC Agreement, the holders of the Class B Units collectively have one hundred percent (100%) of the voting power held by the Members of the General Partner;
WHEREAS, XXXX Opco holds ninety percent (90%) of Class B Units and the Existing Owners collectively hold ten percent (10%) of the Class B Units;
WHEREAS, the Parties now desire to amend and restate the Original Voting Agreement in its entirety to reflect that voting control of the General Partner will be vested in XXXX Opco; and
WHEREAS, the Class B Members desire to enter into this Agreement to form a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with, and to vest 100% voting control of the General Partner in, XXXX Opco.
NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which consideration are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I
VOTING
1.1 Units Subject to Agreement. Each Existing Owner agrees that all Class B Units that the Existing Owner purchases, acquires the right to vote with respect to or otherwise acquires beneficial ownership of, including any equity securities issued on, or in exchange for, any of the Class B Units held by the Existing Owner by reason of any distribution, combination, split, or the like with respect to such Class B Units, after the execution of this Agreement shall be subject to the terms of this Agreement in all respects. In addition, each Existing Owner agrees that should it Transfer to any Person any of its right, title or interest in and to its Class B Units, the right, title or interest to the Class B Units so Transferred shall be subject to this Agreement.
1.2 Agreement to Vote Units. Each Existing Owner hereby agrees, notwithstanding anything to the contrary set forth in the LLC Agreement, to vote each of its Class B Units as directed by XXXX Opco at any meeting of Members on each matter with respect to which that Existing Owner’s Class B Units shall be entitled to vote, or in lieu of any such meeting, to give its written consent under the LLC Agreement.
1.3 Irrevocable Proxy. On the Effective Date, each Existing Owner hereby appoints XXXX Opco its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to its Class B Units in accordance with Section 1.2. This proxy and power of attorney is given to secure the performance of the duties of each respective Existing Owner under this Agreement. This proxy and power of attorney granted by each respective Existing Owner shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by an Existing Owner with respect to its Class B Units. The power of attorney granted by each respective Existing Owner herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the applicable Existing Owner. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.
1.4 No Voting Trusts or Other Arrangement. Each Existing Owner agrees that it will not, and will not permit any entity under its control to, deposit any of its Class B Units in a voting trust, grant any proxies with respect to its Class B Units or, except as otherwise contemplated by this Agreement, subject any of its Class B Units to any arrangement with respect to the voting of such Class B Units.
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ARTICLE II
EFFECTIVE; TERMINATION
This Agreement shall become effective as of the Effective Date and this Agreement shall terminate and no longer be of force and effect with respect to an Existing Owner upon the occurrence of any of the following events:
(i) a written notice executed by XXXX Opco evidencing its determination to terminate the Agreement; or
(ii) the date the Existing Owners and the entities under their respective control no longer own any Class B Units.
ARTICLE III
MISCELLANEOUS
3.1 Legend. Each Existing Owner agrees that each certificate representing each of its Class B Units shall be inscribed with a legend substantially in the following form:
THE MEMBERSHIP INTERESTS EVIDENCED HEREBY ARE SUBJECT TO AN AMENDED AND RESTATED VOTING AGREEMENT DATED AS OF FEBRUARY 9, 2018, A COPY OF WHICH IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE GENERAL PARTNER DURING ITS REGULAR BUSINESS HOURS. ANY PERSON ACCEPTING ANY INTEREST IN SUCH MEMBERSHIP INTEREST SHALL THEREBY BE DEEMED TO HAVE AGREED TO AND SHALL THEREAFTER BE BOUND BY ALL THE PROVISIONS OF SUCH AMENDED AND RESTATED VOTING AGREEMENT.
3.2 Authorization. Each Existing Owner represents and warrants to each of the other Parties that (a) it has not, prior to the date of this Agreement, executed or delivered any proxy or entered into any other agreement or similar arrangement, executed or delivered any proxy or entered into any other voting agreement or similar arrangement with respect to its Class B Units, and (b) it has full power and capacity to execute, deliver and perform this Agreement, which has been duly executed and delivered by, and evidences the valid and binding obligation of, that Existing Owner, enforceable in accordance with its terms.
3.3 Specific Enforcement. Each Party acknowledges and agrees that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that any Party may, in such Party’s sole discretion and in addition to or in lieu of any other remedies available to such Party at law or in equity, apply to any court of competent jurisdiction for specific performance or injunctive relief in order to enforce or prevent any violation of the provisions of this Agreement.
3.4 Amendments and Waivers. This Agreement or any provision hereof may be amended and the observance of any provision hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by an instrument in writing signed by each Party. The failure of any Party to enforce any provision of this Agreement shall in no way be construed as a waiver of such provision and shall not affect the right of such Party thereafter to enforce each and every provision of this Agreement.
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3.5 Severability. This Agreement is intended to be valid and effective under any applicable law and, to the extent permissible under applicable law, shall be construed to avoid violation of or invalidity under any applicable law. Should any provisions of this Agreement become invalid, illegal, or unforeseeable under any applicable law, the other provisions of this Agreement shall be reformed, construed and enforced so as to give full force and effect to the original intent of the Parties.
3.6 Successor and Assigns. This Agreement, including, without limitation, any amendment or waiver of the observance thereof effected in accordance with Section 3.4, shall inure, to the benefit of and be binding upon the Parties and their respective heirs, successors, assigns, administrators, executors, and other legal representatives; provided that no Existing Owner may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior consent of the General Partner and XXXX Opco in writing, and any such purported assignment, delegation or transfer by that Existing Owner without such consent shall be void. Each Existing Owner acknowledges and agrees that the General Partner will not permit the transfer of all or any portion of its Class B Units on its books or the issuance of a new certificate representing all or any portion of its Class B Units unless and until the person to whom such security is to be transferred shall have executed a written agreement, satisfactory in form and substance to the General Partner and XXXX Opco, pursuant to which such person agrees to be bound by all the provisions hereof.
3.7 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if the signatures to each counterpart were upon the same instrument.
3.8 Notice. Any and all notices, requests, consents or other communications permitted or required to be given under the terms of this Agreement shall be in writing and shall be deemed received (a) if given by electronic mail with acknowledgement of receipt requested or received, when transmitted on a business day and during normal business hours of the recipient, and otherwise on the next business day following transmission, (b) if given by certified mail, return receipt requested, postage prepaid, three (3) business days after being deposited in the United States mails and (c) if given by Federal Express service or other means, when received or personally delivered. Notices shall be sent to the addresses and facsimile numbers of the Parties set forth on Exhibit B hereto or at such other address as such Party may designate by advance written notice to the other Parties hereto.
3.9 Additional Documentation. Each Existing Owner agrees to execute and deliver such additional documents and take such additional actions as may be requested by any other Party to carry out the intent of this Agreement.
3.10 Governing Law. This Agreement and any claim, controversy or dispute arising under or related in any way to this Agreement, the transactions leading to this Agreement or contemplated hereby, and/or the interpretation and enforcement of the rights and duties of the Parties or related in any way to the foregoing, shall be governed by and construed in accordance with the internal, substantive laws of the State of Delaware applicable to agreements entered into and to be performed solely within such state without giving effect to the principles of conflict of laws thereof.
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3.11 CONSENT TO JURISDICTION AND SERVICE OF PROCESS. ANY PROCEEDING ARISING UNDER OR RELATED IN ANY WAY TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER OR RELATED IN ANY WAY TO THE FOREGOING MAY ONLY BE INSTITUTED IN THE STATE OR FEDERAL COURTS OF THE STATE OF DELAWARE AND EACH PARTY WAIVES ANY OBJECTION WHICH SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING, AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH PROCEEDING. SERVICE OF PROCESS WITH RESPECT THERETO MAY BE MADE UPON A PARTY HERETO BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS AS PROVIDED ON EXHIBIT B HERETO.
3.12 Permitted Holder Representation. Each of HPS and Bayou City hereby represents and warrants that each of HPS and Bayou City is, respectively, a “Permitted Holder” (as such term is defined in the Indenture dated as of December 8, 2016 among Xxxx Xxxx Holdings, LP, Xxxx Xxxx Finance Services Corp., the subsidiary guarantors party thereto and U.S. Bank, National Association as trustee, as amended, restated or modified from time to time (the “Indenture”)) pursuant to the terms of the Indenture.
3.13 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.13.
3.14 No Third Party Beneficiaries. Nothing herein expressed or implied is intended to confer upon any person, other than the Parties hereto or their respective permitted assigns, successors, heirs and legal representatives, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
(Signature page follows)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| GENERAL PARTNER: | ||
| XXXX XXXX HOLDINGS GP, LLC, a Delaware limited liability company | ||
| [Solely for purposes of enforcing Sections 3.1 and 3.6 of this Agreement] | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxx | |
| Xxxxxx X. Xxxxxxxxx, | ||
| President and Chief Executive Officer | ||
| XXXX OPCO: | ||
| XXXX OPCO, LP | ||
| a Delaware limited partnership | ||
| By: | XXXX Opco GP, LLC, | |
| a Delaware limited liability company, | ||
| its General Partner | ||
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Name: Xxxxxxx X. Xxxxx | ||
| Title: Secretary | ||
| HMH LP: | ||
| HIGH MESA HOLDINGS, LP, a Delaware limited partnership | ||
| [Solely to evidence its approval of this amendment and restatement of the Original Voting Agreement in accordance with Section 3.4 thereof] | ||
| By: | High Mesa Holdings GP, LLC, | |
| a Delaware limited liability company, | ||
| its General Partner | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxx | |
| Xxxxxx X. Xxxxxxxxx, | ||
| President and Chief Executive Officer | ||
Signature Page to the
A&R Voting Agreement
| EXISTING OWNERS: | ||
| BCE-AMH HOLDINGS, LLC, a Delaware limited liability company | ||
| By: Bayou City Energy Management LLC | ||
| Its: Manager | ||
| By: | /s/ Xxxxxxx X. XxXxxxxx | |
| Name: Xxxxxxx X. XxXxxxxx | ||
| Title: Managing Partner | ||
| BCE-MESA HOLDINGS, LLC, a Delaware limited liability company | ||
| By: Bayou City Energy Management LLC | ||
| Its: Manager | ||
| By: | /s/ Xxxxxxx X. XxXxxxxx | |
| Name: Xxxxxxx X. XxXxxxxx | ||
| Title: Managing Partner | ||
| MEZZANINE PARTNERS II DELAWARE SUBSIDIARY, LLC | ||
| By: | HPS Mezzanine Partners II, LLC | |
| Its: | Investment manager | |
| By: | HPS Investment Partners, LLC | |
| Its: | Sole and managing member | |
| By: | /s/ Xxx Xxxxxxxxxxxx | |
| Name: Xxx Xxxxxxxxxxxx | ||
| Title: Managing Director | ||
Signatures Continue on Next Page.
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| OFFSHORE MEZZANINE PARTNERS MASTER FUND II, L.P. | ||
| By: | HPS Mezzanine Partners II, LLC | |
| Its: | Investment manager | |
| By: | HPS Investment Partners, LLC | |
| Its: | Sole and managing member | |
| By: | /s/ Xxx Xxxxxxxxxxxx | |
| Name: Xxx Xxxxxxxxxxxx | ||
| Title: Managing Director | ||
| INSTITUTIONAL MEZZANINE PARTNERS II SUBSIDIARY, L.P. | ||
| By: | HPS Mezzanine Partners II, LLC | |
| Its: | Investment manager | |
| By: | HPS Investment Partners, LLC | |
| Its: | Sole and managing member | |
| By: | /s/ Xxx Xxxxxxxxxxxx | |
| Name: Xxx Xxxxxxxxxxxx | ||
| Title: Managing Director | ||
| AP MEZZANINE PARTNERS II, L.P. | ||
| By: | HPS Mezzanine Partners II, LLC | |
| Its: | Investment manager | |
| By: | HPS Investment Partners, LLC | |
| Its: | Sole and managing member | |
| By: | /s/ Xxx Xxxxxxxxxxxx | |
| Name: Xxx Xxxxxxxxxxxx | ||
| Title: Managing Director | ||
Signatures Continue on Next Page.
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| THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY | ||
| By: | HPS Investment Partners, LLC, pursuant to proxy | |
| By: | /s/ Xxx Xxxxxxxxxxxx | |
| Name: Xxx Xxxxxxxxxxxx | ||
| Title: Managing Director | ||
| THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT | ||
| By: | HPS Investment Partners, LLC, pursuant to proxy | |
| By: | /s/ Xxx Xxxxxxxxxxxx | |
| Name: Xxx Xxxxxxxxxxxx | ||
| Title: Managing Director | ||
| NORTHWESTERN MUTUAL CAPITAL STRATEGIC EQUITY FUND III, LP | ||
| By: | Northwestern Mutual Capital GP III, LLC | |
| Its: | General Partner | |
| By: | Northwestern Mutual Capital, LLC | |
| Its: | Manager | |
| By: | HPS Investment Partners, LLC, pursuant to proxy | |
| By: | /s/ Xxx Xxxxxxxxxxxx | |
| Name: Xxx Xxxxxxxxxxxx | ||
| Title: Managing Director | ||
Signatures Continue on Next Page.
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| KCK-AMIH, LTD. | ||
| By: | HPS Investment Partners, LLC, as attorney in fact | |
| By: | /s/ Xxx Xxxxxxxxxxxx | |
| Name: Xxx Xxxxxxxxxxxx | ||
| Title: Managing Director | ||
| UNITED INSURANCE COMPANY OF AMERICA | ||
| By: | HPS Investment Partners, LLC, as attorney-in-fact | |
| By: | /s/ Xxx Xxxxxxxxxxxx | |
| Name: Xxx Xxxxxxxxxxxx | ||
| Title: Managing Director | ||
| JADE REAL ASSETS FUND, L.P. | ||
| By: | HPS Investment Partners, LLC | |
| Its: | Investment manager | |
| By: | /s/ Xxx Xxxxxxxxxxxx | |
| Name: Xxx Xxxxxxxxxxxx | ||
| Title: Managing Director | ||
| /s/ Xxxxxxx X. Xxxxx | ||
|
XXXXXXX X. XXXXX | ||
| /s/ Xxxxxx X. Xxxxxxxxx | ||
|
XXXXXX X. XXXXXXXXX | ||
End of Signatures.
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EXHIBIT A
(LLC Agreement)
EXHIBIT B
| Name |
Address | |
| Xxxx Xxxx Holdings GP, LLC | Attn: Xxxxxxx X. XxXxxx 00000 Xxxx Xxxxxxx Xxxxx 000 Xxxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Email: xxxxxx@xxxxxxxx.xxx | |
| XXXX Opco, LP | Attn: Xxxxxx X. Xxxxxxxxx 00000 Xxxx Xxxxxxx Xxxxx 000 Xxxxxxx, Xxxxx 00000 Facsimile: ________________ Email: xxxxxxxxxx@xxxxxxxx.xxx | |
| BCE-MESA Holdings, LLC BCE-AMH Holdings, LLC |
Attn: Xxxxxxx X. XxXxxxxx Address: 0000 Xxxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Email: xxxx@xxxxxxxxxxxxxxx.xxx | |
| Mezzanine Partners II Delaware Subsidiary, LLC | Attn: Xxxxx Xxxxxxxxx c/o HPS Investment Partners, LLC 00 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Facsimile: (000) 000-0000 Email: Xxxxx.Xxxxxxxxx@xxxxxxxxxxx.xxx | |
| Offshore Mezzanine Partners Master Fund II, L.P. | Attn: Xxxxx Xxxxxxxxx c/o HPS Investment Partners, LLC 00 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Facsimile: (000) 000-0000 Email: Xxxxx.Xxxxxxxxx@xxxxxxxxxxx.xxx | |
| Institutional Mezzanine Partners II Subsidiary, L.P. | Attn: Xxxxx Xxxxxxxxx c/o HPS Investment Partners, LLC 00 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Facsimile: (000) 000-0000 Email: Xxxxx.Xxxxxxxxx@xxxxxxxxxxx.xxx | |
| AP Mezzanine Partners II, L.P. | Attn: Xxxxx Xxxxxxxxx c/o HPS Investment Partners, LLC 00 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Facsimile: (000) 000-0000 Email: Xxxxx.Xxxxxxxxx@xxxxxxxxxxx.xxx | |
| The Northwestern Mutual Life Insurance Company | Attn: Securities Department The Northwestern Mutual Life Insurance Company 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Email: xxxxxxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx | |
| The Northwestern Mutual Life Insurance Company For Its Group Annuity Separate Account | Attn: Securities Department The Northwestern Mutual Life Insurance Company 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Email: xxxxxxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx | |
| Northwestern Mutual Capital Strategic Equity Fund III, LP | Attn: Securities Department The Northwestern Mutual Life Insurance Company 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Email: xxxxxxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx | |
| KCK-AMIH, Ltd. | Attn: Xxxx Xxxxx DLA Xxxxx LLP (US) 000 XxXxxxx Xxxxxx Xxxxxxx, XX 00000 XXX Facsimile: (000) 000-0000 Email: xxxx.xxxxx@xxxxxxxx.xxx
Attn: Xxxxxx Xxxxxxx DLA Piper LLP (US) 000 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 XXX Facsimile: (000) 000-0000 Email: xxxxxx.xxxxxxx@xxxxxxxx.xxx with a cc to xxxxxxxxx.xxxxxxx@xxxxxxxx.xxx
Attn: Xxxx X. Xxxxxxxxx 0000 Xxxxxxx Xxxx., Xxxxx 000 Xxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Email: xxxxxx@xxxxxxxxx.xxx
Attn: Xxxx Xxxxxx KCK, Ltd. 00 Xxxxxx Xxxxxxx Xxxxxx XX0 0XX, Xxxxxxx Email: xxxx.xxxxxx@xxxxxxxx.xxx with a cc to xxxx.xxxxxxx@xxxxx.xxx | |
| United Insurance Company of America | Attn: Xxxxxx Xxxxxxxxxx c/x Xxxxxx Corporation Xxx Xxxx Xxxxxx Xxxxx, 0xx Xxxxx Xxxxxxx, XX 00000 Email: xxxxxxxxxxx@xxxxxx.xxx | |
| Jade Real Assets Fund, L.P. | Attn: Xxxxx Xxxxxxxxx c/o HPS Investment Partners, LLC 00 Xxxx 00xx xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Facsimile: (000) 000-0000 Email: Xxxxx.Xxxxxxxxx@xxxxxxxxxxx.xxx | |
| Xxxxxxx X. Xxxxx | c/o Xxxx Xxxx Investment Holdings Inc. 00000 Xxxx Xxxxxxx Xxxxx 000 Xxxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Email: xxxxxx@xxxxxxxx.xxx | |
| Xxxxxx X. Xxxxxxxxx | c/o Xxxx Xxxx Investment Holdings Inc. 00000 Xxxx Xxxxxxx Xxxxx 000 Xxxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Email: xxxxxxxxxx@xxxxxxxx.xxx | |
