THIRD AMENDMENT TO CREDIT AGREEMENT dated as of July 10, 2009 among ATLAS ENERGY RESOURCES, LLC, as Parent Guarantor, ATLAS ENERGY OPERATING COMPANY, LLC, as Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and The Lenders Party Hereto...
Exhibit 99.1
Execution Version
THIRD AMENDMENT TO
dated as of
July 10, 2009
among
ATLAS ENERGY RESOURCES, LLC,
as Parent Guarantor,
as Parent Guarantor,
ATLAS ENERGY OPERATING COMPANY, LLC,
as Borrower,
as Borrower,
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,
as Administrative Agent,
and
The Lenders Party Hereto
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Syndication Agent,
as Syndication Agent,
and
BANK OF AMERICA, N.A.,
BNP PARIBAS,
ROYAL BANK OF CANADA,
and
UBS LOAN FINANCE LLC,
as Co-Documentation Agents
BNP PARIBAS,
ROYAL BANK OF CANADA,
and
UBS LOAN FINANCE LLC,
as Co-Documentation Agents
X.X. XXXXXX SECURITIES INC.,
as Sole Lead Arranger and Sole Bookrunner
as Sole Lead Arranger and Sole Bookrunner
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”) dated as of July 10,
2009, is among ATLAS ENERGY RESOURCES, LLC, a Delaware limited liability company, as the
Parent Guarantor, ATLAS ENERGY OPERATING COMPANY, LLC, as the Borrower, JPMORGAN CHASE
BANK, N.A., as Administrative Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as
Syndication Agent, and BANK OF AMERICA, N.A., BNP PARIBAS, ROYAL BANK OF CANADA and
UBS LOAN FINANCE LLC, each as a Documentation Agent, and the Lenders party hereto.
R E C I T A L S
A. The Parent Guarantor, the Borrower, the Administrative Agent and the Lenders are parties to
that certain Credit Agreement dated as of June 29, 2007 (as amended by that certain First Amendment
dated as of October 25, 2007 and as further amended by that certain Second Amendment dated as of
April 9, 2009, the “Credit Agreement”), pursuant to which the Lenders have made certain
loans to and extensions of credit for the account of the Borrower.
B. The Parent Guarantor and the Borrower have requested and the Majority Lenders have agreed
to amend certain provisions of the Credit Agreement as set forth in this Third Amendment, in order
to, among other things, permit the Merger in accordance with the Merger Documents.
C. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
Section 1. Defined Terms. Each capitalized term used herein but not otherwise defined
herein has the meaning given such term in the Credit Agreement. Unless otherwise indicated, all
article and section references in this Third Amendment refer to articles and sections of the Credit
Agreement.
Section 2. Amendments to Credit Agreement.
2.1 Amendments to Section 1.02.
(a) The definition of “Agreement” is hereby deleted and replaced in its entirety to
read as follows:
“Agreement” means this Credit Agreement, as amended by the First
Amendment, the Second Amendment and the Third Amendment and as the same may from
time to time be amended, modified, supplemented or restated.
(b) The definition of “Change in Control” is hereby deleted and replaced in its
entirety to read as follows:
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“Change in Control” means the occurrence of one or more of the
following: (a) the acquisition of ownership, directly or indirectly, beneficially or
of record, by any Person or group of Persons acting in concert as a partnership or
other “group” (within the meaning of the Securities Exchange Act of 1934 and the
rules of the SEC thereunder as in effect on the date hereof) of Equity Interests
representing more than 35% of the aggregate ordinary voting power represented by the
issued and outstanding Equity Interests of the Sponsor (or its successor by merger,
consolidation or purchase of all or substantially all of its assets); (b) the
Sponsor ceases to own, directly or indirectly, beneficially or of record, at least
65% of the issued and outstanding Equity Interests in the Parent Guarantor; (c)
occupation of a majority of the seats (other than vacant seats) on the board of
directors of the Sponsor by Persons who were neither (i) nominated by the board of
directors of the Sponsor nor (ii) appointed by directors so nominated; (d) the
Parent Guarantor ceases to be the sole member of the Borrower; or (e) the Sponsor
and/or one or more of its directly or indirectly wholly-owned Subsidiaries ceases to
own, directly or indirectly, beneficially or of record, at least 51% of the issued
and outstanding voting Equity Interests of Atlas Energy Management, Inc., a Delaware
corporation.
(c) The following definition is hereby added where alphabetically appropriate to read as
follows:
“Merger” means the merger of the Merger Sub with and into the Parent
Guarantor pursuant to the Merger Documents.
“Merger Documents” means that certain Agreement and Plan of Merger
dated as of April 27, 2009, as it may be amended from time to time, and all other
agreements, instruments and documents executed in connection with the Merger as
previously disclosed to the Administrative Agent.
“Merger Sub” means ATLS Merger Sub, LLC, a Delaware limited liability
company and wholly-owned Subsidiary of the Sponsor formed pursuant to the Merger
Documents.
“Sponsor” means Atlas Energy, Inc., a Delaware corporation, which may
be renamed “Atlas Energy, Inc.” in connection with the Merger through a merger or
otherwise.”
“Third Amendment” means the Third Amendment to Credit Agreement dated
as of July 10, 2009 among the Parent Guarantor, the Borrower, the Administrative
Agent, the Syndication Agent, the Documentations Agents and the Lenders party
thereto.
(d) The definition of “Available Cash” is hereby deleted.
2.2 Section 7.09(d). Section 7.09(d) is hereby deleted and replaced in its entirety
to read as follows:
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(d) for any Restricted Payment, provided that if the Borrowing Base Utilization
Percentage is equal to or exceeds 90% before or after giving effect to the requested Loan or
Letter of Credit, then no proceeds of any Loan or any Letter of Credit may be used to fund
Restricted Payments under Section 9.04(a)(i)(4).
2.3 Section 9.03(d). Section 9.03(d) is hereby amended to delete the reference
“Section 9.20(d)” and replace such deleted reference with the reference “Section 9.19(d)”.
2.4 Section 9.04. Section 9.04(a) is hereby deleted and replaced in its entirety to
read as follows:
(a) Restricted Payments. The Parent Guarantor will not, and will not
permit any of its Subsidiaries to, declare or make, or agree to pay or make,
directly or indirectly, any Restricted Payment, return any capital to its
stockholders or make any distribution of its Property to its Equity Interest
holders, except (i) the Parent Guarantor may (1) declare and pay dividends with
respect to its Equity Interests payable solely in additional shares of its Equity
Interests (other than Disqualified Capital Stock), (2) for each tax period during
which the Parent Guarantor is treated as a partnership or a disregarded entity for
federal, state or local income tax purposes or is filing a consolidated or combined
federal, state or local income tax return with the Sponsor (or other parent), make
federal, state and local tax distributions, as applicable, to the Sponsor (or other
parent) up to an amount equal to the aggregate income of the Parent Guarantor and
its Subsidiaries for such tax period, multiplied by the highest marginal rate that
applies to the income of such Sponsor (or such other parent) for such tax period,
(3) make a one time Restricted Payment to exchange certain Equity Interests of the
Parent Guarantor for certain Equity Interests in the Sponsor pursuant to the Merger
and (4) so long as no Default, Event of Default or Borrowing Base deficiency has
occurred and is continuing or would result therefrom, and subject to the proviso in
Section 7.09(d), make cash dividends in each fiscal year in an amount not to exceed
$40,000,000, provided that (A) up to $20,000,000 of any such amount above
referred to in this clause (4), if not so expended in the fiscal year for which it
is permitted, may be carried over for use in the next succeeding fiscal year and (B)
dividends made pursuant to this clause (4) during any fiscal year shall be deemed
made, first, in respect of amounts permitted for such fiscal year as
provided above and, second, in respect of amounts carried over from the
prior fiscal year pursuant to subclause (A) above; and (ii) Subsidiaries may declare
and pay dividends ratably with respect to their Equity Interests.
2.5 Section 9.10. Section 9.10(a) is hereby amended to add the phrase “and the Merger
Sub pursuant to the Merger” after the phrase “any Subsidiary (other than the Borrower)” and before
the phrase “may participate in a consolidation with the Parent Guarantor” of such subsection.
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2.6 Section 9.13. Section 9.13 is hereby amended to add the phrase “the Merger,”
after the phrase “Except for” and before the phrase “Management Agreement and the” in the first
line of such Section.
2.7 Section 9.18. Section 9.18 is hereby amended to (i) delete the words “Tax Status
as Partnership” from the section title and (ii) delete the sentence “The Parent Guarantor shall not
alter its status as a partnership for purposes of United States Federal Income taxes.” at the
beginning of such Section.
2.8 References. All references in the Credit Agreement and the other Loan Documents
to “Atlas America, Inc.” shall be deemed to refer to the “Sponsor”. All references in the Credit
Agreement and the other Loan Documents to the “Credit Agreement” shall refer to the Credit
Agreement as hereby amended and ratified.
Section 3. Conditions Precedent. This Third Amendment shall not become effective until the
date on which each of the following conditions is satisfied (or waived in accordance with Section
12.02 of the Credit Agreement) (the “Third Amendment Effective Date”):
3.1 The Administrative Agent shall have received from the Majority Lenders, the Borrower and
each Guarantor, counterparts (in such number as may be requested by the Administrative Agent) of
this Third Amendment signed on behalf of such Persons.
3.2 The Administrative Agent and the Lenders shall have received all fees and other amounts
due and payable on or prior to the date hereof, including an amendment fee as outlined in the Atlas
Energy Resources, LLC Lender Presentation dated June 23, 2009 payable to each Lender who executes a
counterpart to this Third Amendment and delivers such counterpart to the Administrative Agent on or
prior to July 9, 2009.
3.3 The Administrative Agent shall have received a certificate of a Responsible Officer of the
Parent Guarantor certifying that: (i) the Merger Sub and the Parent Guarantor are concurrently
consummating the Merger in accordance with the terms of the Merger Documents (with all of the
material conditions precedent thereto having been satisfied in all material respects by the parties
thereto), (ii) attached thereto is a true and complete copy of the Certificate of Merger filed with
the Delaware Secretary of State, (iii) attached thereto is a true and complete copy of the Articles
of Incorporation of the Parent Guarantor, as amended, filed with the Delaware Secretary of State
and (iv) attached thereto is a true and complete copy of the Operating Agreement of the Parent
Guarantor, as amended.
3.4 The Administrative Agent shall have received such other documents as the Administrative
Agent or special counsel to the Administrative Agent may reasonably request.
3.5 No Default or Event of Default shall have occurred and be continuing, both prior and after
giving effect to the terms of this Third Amendment.
The Administrative Agent is hereby authorized and directed to declare this Third Amendment to be
effective when it has received documents confirming or certifying, to the satisfaction of the
Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of
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such conditions as permitted hereby. Such declaration shall be final, conclusive and binding upon
all parties to the Credit Agreement for all purposes.
Section 4. Miscellaneous.
4.1 Confirmation. The provisions of the Credit Agreement, as amended by this Third
Amendment, shall remain in full force and effect following the effectiveness of this Third
Amendment.
4.2 Ratification and Affirmation; Representations and Warranties. Each of the
Borrower and each Guarantor hereby (a) ratifies and affirms its respective obligations under, and
acknowledges, renews and extends its respective continued liability under, each Loan Document to
which it is a party and agrees that each Loan Document to which it is a party remains in full force
and effect, except as expressly amended hereby, notwithstanding the amendments contained herein and
(b) represents and warrants to the Lenders that, as of the date hereof, after giving effect to the
terms of this Third Amendment: (i) all of the representations and warranties contained in each
Loan Document to which it is a party are true and correct, except to the extent any such
representations and warranties are expressly limited to an earlier date, in which case, such
representations and warranties shall continue to be true and correct as of such specified earlier
date, (ii) no Default has occurred and is continuing and (iii) no Material Adverse Effect shall
have occurred.
4.3 Loan Document. This Third Amendment is a “Loan Document” as defined and described
in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to
Loan Documents shall apply hereto.
4.4 Counterparts. This Third Amendment may be executed by one or more of the parties
hereto in any number of separate counterparts, and all of such counterparts taken together shall be
deemed to constitute one and the same instrument. Delivery of this Third Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart hereof.
4.5 NO ORAL AGREEMENT. THIS THIRD AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND ANY SEPARATE LETTER AGREEMENTS WITH RESPECT TO FEES PAYABLE TO THE ADMINISTRATIVE
AGENT CONSTITUTE THE ENTIRE CONTRACT AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND
THEREOF AND SUPERSEDE ANY AND ALL PREVIOUS AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, RELATING
TO THE SUBJECT MATTER HEREOF AND THEREOF. THIS THIRD AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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4.6 GOVERNING LAW. THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
4.7 Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative
Agent for all of its out-of-pocket costs and expenses incurred in connection with this Third
Amendment, any other documents prepared in connection herewith and the transactions contemplated
hereby, including, without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
4.8 Severability. Any provision of this Third Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
4.9 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and its respective successors and assigns.
[SIGNATURES BEGIN NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed as
of the date first written above.
| BORROWER: | ATLAS ENERGY OPERATING COMPANY, LLC | |||||||
| By: | Atlas Energy Resources, LLC, | |||||||
| its sole member | ||||||||
| By: | ||||||||
| Chief Financial Officer | ||||||||
| PARENT GUARANTOR: | ATLAS ENERGY RESOURCES, LLC, | |||||||
| a Delaware limited liability company | ||||||||
| By: | ||||||||
| Xxxxxxx X. Xxxxx | ||||||||
| Chief Financial Officer | ||||||||
| GUARANTOR: | AER PIPELINE CONSTRUCTION, INC., | |||||||
| a Delaware corporation | ||||||||
| By: | ||||||||
| Xxxxxxx X. Xxxxx | ||||||||
| Chief Financial Officer | ||||||||
[Signature Page to Third Amendment]
| GUARANTORS: | AIC, LLC, | |||||||||
| a Delaware limited liability company | ||||||||||
| ATLAS AMERICA, LLC, | ||||||||||
| a Pennsylvania limited liability company | ||||||||||
| ATLAS NOBLE, LLC, | ||||||||||
| a Delaware limited liability company | ||||||||||
| RESOURCE ENERGY, LLC, | ||||||||||
| a Delaware limited liability company | ||||||||||
| VIKING RESOURCES, LLC, | ||||||||||
| a Pennsylvania limited liability company | ||||||||||
| ATLAS ENERGY INDIANA, LLC | ||||||||||
| a Delaware limited liability company | ||||||||||
| ATLAS ENERGY MICHIGAN, LLC, | ||||||||||
| a Delaware limited liability company | ||||||||||
| ATLAS ENERGY TENNESSEE, LLC, | ||||||||||
| a Pennsylvania limited liability company | ||||||||||
| By: | Atlas Energy Operating Company, LLC, | |||||||||
| their sole member | ||||||||||
| By: | Atlas Energy Resources, LLC, | |||||||||
| its sole member | ||||||||||
| By: | ||||||||||
| Chief Financial Officer | ||||||||||
[Signature Page to Third Amendment]
| GUARANTORS: | ATLAS ENERGY OHIO, LLC, | |||||||||||
| an Ohio limited liability company | ||||||||||||
| ATLAS RESOURCES, LLC, | ||||||||||||
| a Pennsylvania limited liability company | ||||||||||||
| By: | AIC, LLC, | |||||||||||
| their sole member | ||||||||||||
| By: | Atlas Energy Operating Company, LLC, | |||||||||||
| its sole member | ||||||||||||
| By: | Atlas Energy Resources, LLC, | |||||||||||
| its sole member | ||||||||||||
| By: | ||||||||||||
| Chief Financial Officer | ||||||||||||
| GUARANTOR: | ATLAS GAS & OIL COMPANY, LLC, | |||||||||||
| a Michigan limited liability company | ||||||||||||
| By: | Atlas Energy Michigan, LLC, | |||||||||||
| its sole member | ||||||||||||
| By: | Atlas Energy Operating Company, LLC, | |||||||||||
| its sole member | ||||||||||||
| By: | Atlas Energy Resources, LLC, | |||||||||||
| its sole member | ||||||||||||
| By: | ||||||||||||
| Xxxxxxx X. Xxxxx | ||||||||||||
| Chief Financial Officer | ||||||||||||
[Signature Page to Third Amendment]
| GUARANTOR: | WESTSIDE PIPELINE COMPANY, LLC, | |||||||||||||
| a Michigan limited liability company | ||||||||||||||
| By: | Atlas Gas & Oil Company, LLC, | |||||||||||||
| its sole member | ||||||||||||||
| By: | Atlas Energy Michigan, LLC, | |||||||||||||
| its sole member | ||||||||||||||
| By: | Atlas Energy Operating Company, LLC, | |||||||||||||
| its sole member | ||||||||||||||
| By: | Atlas Energy Resources, LLC, | |||||||||||||
| its sole member | ||||||||||||||
| By: | ||||||||||||||
Chief Financial Officer |
||||||||||||||
[Signature Page to Third Amendment]
| GUARANTORS: | REI-NY, LLC, | |||||||||||
| a Delaware limited liability company | ||||||||||||
| RESOURCE WELL SERVICES, LLC, | ||||||||||||
| a Delaware limited liability company | ||||||||||||
| By: | Resource Energy, LLC, | |||||||||||
| their sole member | ||||||||||||
| By: | Atlas Energy Operating Company, LLC, | |||||||||||
| its sole member | ||||||||||||
| By: | Atlas Energy Resources, LLC, | |||||||||||
| its sole member | ||||||||||||
| By: | ||||||||||||
Chief Financial Officer |
||||||||||||
[Signature Page to Third Amendment]
| JPMORGAN CHASE BANK, N.A., as a Lender and as Administrative Agent | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| WACHOVIA BANK, NATIONAL | ||||||
| ASSOCIATION, as a Lender and as Syndication Agent | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| BANK OF AMERICA,
N.A., as a Lender and as Co-Documentation Agent |
||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| BNP PARIBAS, as a Lender and as Co-Documentation Agent | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| ROYAL BANK OF
CANADA, as a Lender and as Co-Documentation Agent |
||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| UBS LOAN FINANCE
LLC, as a Lender and as Co-Documentation Agent |
||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| BMO CAPITAL MARKETS FINANCING, INC., as a Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| THE BANK OF NOVA SCOTIA, as a Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| CALYON NEW YORK BRANCH, as a Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| BANK OF SCOTLAND, as a Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| THE ROYAL BANK OF SCOTLAND plc, as a Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| RZB FINANCE LLC, as a Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| CITIBANK, N.A., as a Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| SOCIETE GENERALE, as a Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| XXXXX FARGO BANK, N.A., as a Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| U.S. BANK NATIONAL ASSOCIATION, as a Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| WESTLB AG NEW YORK BRANCH (f/k/a WESTDEUTSCHE LANDESBANK GIROZENTRALE), as a Lender |
||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| COMPASS BANK, as a Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| COMERICA BANK, as a Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN, NEW YORK BRANCH, as a Lender |
||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| KEYBANK, NA, as a Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| UNION BANK OF CALIFORNIA, N.A., as a Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| SUMITOMO MITSUI BANKING CORPORATION, as a Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| MIZUHO CORPORATE BANK, LTD., as a Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| FORTIS CAPITAL CORP., as a Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| GUARANTY BANK, as a Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
| CITIZENS BANK OF PENNSYLVANIA, as a Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Third Amendment]
