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FOURTH AMENDMENT
TO
CREDIT AGREEMENT
AMONG
XXXXXX & XXXXX CORPORATION,
THE CANTON OIL & GAS COMPANY,
XXXXX ENERGY, INC.,
XXXX LAKE DRILLING, INC.,
BANK ONE, TEXAS, NATIONAL ASSOCIATION
AND
THE FIRST NATIONAL BANK OF CHICAGO
EFFECTIVE AS OF FEBRUARY 15, 1996
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TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS AND INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Terms Defined Above . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Terms Defined in Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.4 Articles and Sections . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.5 Number and Gender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE II AMENDMENT OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.1 Amendment of Section 1.2 . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.2 Amendment of Section 2.7 . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.3 Amendment of Section 2.11 . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.4 Amendment of Section 2.13 . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.5 Amendment of Section 6.14 . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.6 Amendment of Section 9.3 . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE III CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.1 Receipt of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.2 No Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.3 No Default or Event of Default . . . . . . . . . . . . . . . . . . . . . . . 6
3.4 Accuracy of Representations and Warranties . . . . . . . . . . . . . . . . . 6
3.5 Additional Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE IV REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE V RATIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE VI MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
6.1 Scope of Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
6.2 Agreement as Amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
6.3 Successors and Assigns; Rights of Third Parties . . . . . . . . . . . . . . 7
6.4 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
6.5 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
6.6 ENTIRE AGREEMENT; NO ORAL AGREEMENTS . . . . . . . . . . . . . . . . . . . . 8
6.7 JURISDICTION AND VENUE . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
6.8 WAIVER OF RIGHTS TO JURY TRIAL AND PUNITIVE DAMAGES . . . . . . . . . . . . 8
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FOURTH AMENDMENT TO CREDIT AGREEMENT
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This FOURTH AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is made and
entered into effective as of February 15, 1996, by and among XXXXXX & BLAKE
CORPORATION, an Ohio corporation ("BBC"), THE CANTON OIL & GAS COMPANY, an Ohio
corporation ("COG"), XXXXX ENERGY, INC., a Delaware corporation ("XXXXX
ENERGY"), XXXX LAKE DRILLING, INC., a Michigan corporation ("XXXX LAKE;" with
BBC, COG and Xxxxx Energy each a "BORROWER" and collectively, the "BORROWERS"),
BANK ONE, TEXAS, NATIONAL ASSOCIATION, a national banking association ("BANK
ONE"), and THE FIRST NATIONAL BANK OF CHICAGO, a national banking association,
as assignee of NBD Bank, a Michigan banking corporation ("FNBC;" with Bank One,
together with each financial institution that becomes a party hereto or
entitled to benefits and subject to obligations hereunder subsequent to the
date hereof, each a "LENDER" and collectively, the "LENDERS"), and BANK ONE,
TEXAS, NATIONAL ASSOCIATION, as agent for the Lenders (in such capacity and
together with any successors designated pursuant hereto, the "AGENT").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, BBC, COG, Xxxxx Energy, Xxxxx Operating Company, the Agent, and the
Lenders did execute and exchange counterparts of the Credit Agreement dated
November 15, 1993, as amended by the First Amendment to Credit Agreement dated
August 1, 1994, the Second Amendment to Credit Agreement dated as of March 29,
1995, and the Third Amendment to Credit Agreement dated as of May 25, 1995
(collectively, the "AGREEMENT"), pursuant to which the Lenders have extended
credit to the Borrowers; and
WHEREAS, the parties to the Agreement desire to amend the Agreement in the
particulars hereinafter set forth;
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements set forth in this Amendment and the Agreement, the parties
hereto agree as follows:
ARTICLE I
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DEFINITIONS AND INTERPRETATION
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1.1 TERMS DEFINED ABOVE. As used herein, each of the terms "AGENT,"
"AGREEMENT," "AMENDMENT," "BANK ONE," "BBC," "BORROWER," "BORROWERS," "COG,"
"FNBC," "LENDER," "LENDERS," "XXXXX ENERGY," and "XXXX LAKE" shall have the
meaning assigned to such term hereinabove.
1.2 TERMS DEFINED IN AGREEMENT. As used herein, each term defined in the
Agreement shall have the meaning assigned to such term in the Agreement, unless
expressly provided herein to the contrary.
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1.3 REFERENCES. References in this Amendment to Article or Section numbers
shall be to Articles and Sections of this Amendment, unless expressly stated to
the contrary. References in this Amendment to "hereby," "herein,"
"hereinafter," "hereinabove," "hereinbelow," "hereof," and "hereunder" shall be
to this Amendment in its entirety and not only to the particular Article or
Section in which such reference appears.
1.4 ARTICLES AND SECTIONS. This Amendment, for convenience only, has been
divided into Articles and Sections and it is understood that the rights,
powers, privileges, duties, and other legal relations of the parties hereto
shall be determined from this Amendment as an entirety and without regard to
such division into Articles and Sections and without regard to headings
prefixed to such Articles and Sections.
1.5 NUMBER AND GENDER. Whenever the context requires, reference herein made
to the single number shall be understood to include the plural and likewise the
plural shall be understood to include the singular. Words denoting sex shall
be construed to include the masculine, feminine and neuter, when such
construction is appropriate, and specific enumeration shall not exclude the
general, but shall be construed as cumulative. Definitions of terms defined in
the singular and plural shall be equally applicable to the plural or singular,
as the case may be.
ARTICLE II
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AMENDMENT OF AGREEMENT
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Each of the Borrowers, the Lenders, and the Agent hereby amend the Agreement
in the following particulars, effective as of and after the effective date of
this Amendment:
2.1 AMENDMENT OF SECTION 1.2. Section 1.2 of the Agreement is amended as
follows:
(a) The following definitions are hereby amended to read as follows:
"APPLICABLE MARGIN" shall mean (a) as to each Floating Rate Loan which is
a Tranche A Loan, the margin shall be zero, (b) as to each LIBO Rate Loan
which is a Tranche A Loan, (i) if Utilization is less than 50% of the
Borrowing Base, the margin shall be 0.75%; (ii) if Utilization is less than
75% of the Borrowing Base but more than or equal to 50% of the Borrowing
Base, the margin shall be 1.0%; and (iii) if Utilization is more than or
equal to 75% of the Borrowing Base, then the margin shall be 1.25%. There
is no Commitment as of the date of the Fourth Amendment to this
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Agreement to lend under Tranche B and in the event there is ever a Commitment
under Tranche B, the margin shall be mutually agreed upon by the parties
hereto.
"COMMITMENT TERMINATION DATE" shall mean March 31, 2001.
"LOAN DOCUMENTS" shall mean this Agreement, the Notes, the Intercreditor
Agreement, the Letter of Credit Applications, the Letters of Credit, the
Master Agreement, and all other documents and instruments now or hereafter
delivered pursuant to the terms of or in connection with this Agreement, the
Notes, the Intercreditor Agreement, the Letter of Credit Applications, the
Letters of Credit, or the Master Agreement, and all renewals and extensions
of, amendments and supplements to, and restatements of, any or all of the
foregoing from time to time in effect.
"OBLIGATIONS" shall mean, without duplication, (a) all Indebtedness
evidenced by the Notes, (b) the obligation of the Borrowers to provide to or
reimburse the Agent, as the issuer of Letters of Credit, or the Lenders, as
the case may be, for, amounts payable, paid, or incurred with respect to
Letters of Credit, (c) the undrawn, unexpired amount of all outstanding
Letters of Credit, (d) the obligation of the Borrowers for the payment of
Commitment Fees, Engineering Fees, and Facility Fees, (e) all amounts owing
or to be owing by BBC to Bank One under the Master Agreement, and (f) all
other obligations and liabilities of the Borrowers to the Agent and the
Lenders, now existing or hereafter incurred, under, arising out of or in
connection with any Loan Document, together with all interest accruing
thereon and costs, expenses, and attorneys' fees incurred in the enforcement
or collection thereof, whether such obligations and liabilities are direct,
indirect, fixed, contingent, liquidated, unliquidated, joint, several, or
joint and several, and with respect to any of the foregoing that includes or
refers to the payment of amounts deemed or constituting interest, only so
much thereof as shall have accrued, been earned and which remains unpaid at
each relevant time of determination.
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"TRANCHE A COMMITMENT AMOUNT" shall mean (a) the amount of $70,000,000, or
(b) such higher amount as determined by the Lenders from time to time, which
higher amount shall become effective upon written notification thereof to
the Borrowers from the Lenders.
"TRANCHE B COMMITMENT AMOUNT" shall mean (a) zero, or (b) such higher
amount as determined by the Lenders from time to time, which higher amount
shall become effective upon written notification thereof to the Borrowers
from the Lenders.
(b) The following definitions are hereby added to read as follows:
"MASTER AGREEMENT" shall mean the ISDA Master Agreement by and between the
Borrowers and Bank One dated of even date with the Fourth Amendment to this
Agreement, as it may be amended, supplemented, or restated from time to
time, and any option with respect to any transaction under such agreement.
"UTILIZATION" shall mean the Borrowing Base less the Available Commitment.
2.2 AMENDMENT OF SECTION 2.7. Section 2.7(a) of the Agreement is hereby
amended in its entirety to read as follows:
"(a) The Tranche A Borrowing Base is acknowledged by each Borrower and each
Lender to be $105,000,000. The Tranche B Borrowing Base is acknowledged by
each Borrower and each Lender to be zero."
2.3 AMENDMENT OF SECTION 2.11. Section 2.11 of the Agreement is hereby
amended in its entirety to read as follows:
"2.11 COMMITMENT FEES. In addition to interest on the Notes as provided
herein, the Facility Fees and the Engineering Fees payable hereunder, and to
compensate the Lenders for maintaining funds available, the Borrowers shall
pay to the Agent for the Ratable Benefit of the Lenders, in immediately
available funds, on the first day of April 1, 1996, and on the first day of
each third calendar month thereafter, a fee in the amount of three-eighths of
one percent (3/8%) per annum, calculated on the basis of a year of 360 days,
but counting the actual days elapsed (including the first day but excluding
the last day), on the average daily amount of the Available Commitment during
the preceding three-month period."
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2.4 AMENDMENT OF SECTION 2.13. Section 2.13 of the Agreement is hereby
amended in its entirety to read as follows:
"2.13 FACILITY FEES. In addition to interest on the Notes as provided
herein, the Commitment Fees and the Engineering Fees payable hereunder, and
to compensate the Lenders for the costs of the extension of credit hereunder,
the Borrowers shall pay to the Agent for the Ratable Benefit of the Lenders,
in immediately available funds, on the date of each increase in the Tranche A
Commitment Amount, a fee in the amount of one-half of one percent (1/2%) of
the difference between the Tranche A Commitment Amount in effect immediately
preceding the Commitment Amount increase and the new Tranche A Commitment
Amount; PROVIDED, HOWEVER, in any event that any Commitment Amount should be
decreased at any time and thereafter increased there shall be no fee due on
the portion of such Commitment Amount increase which has previously had a fee
assessed against it hereunder."
2.5 AMENDMENT OF SECTION 6.14. Subsection (c) of Section 6.14 of the
Agreement is hereby amended in its entirety to read as follows:
"(c) contracts entered into with the purpose and effect of fixing interest
rates on a principal amount of Indebtedness of the Borrowers that is accruing
interest at a variable rate, including, without limitation, the Master
Agreement, provided that (i) the aggregate notional amount of such contracts
never exceeds the greater of $60,000,000 or seventy-five percent (75%) of the
anticipated outstanding principal balance of the Indebtedness of the
Borrowers to be hedged by such contracts or an average of such principal
balances calculated using a generally accepted method of matching interest
swap contracts to declining principal balances, (ii) the floating rate index
of each such contract generally matches the index used to determine the
floating rates of interest on the corresponding Indebtedness of the Borrowers
to be hedged by such contract, and (iii) each such contract shall be with
Bank One or other counterparty or have a guarantor of the obligation of such
other counterparty who, at the time the contract is made, has long-term
obligations rated at least BBB+ or Baa1 or its equivalent by a Recognized
Rating Agency (or a successor credit rating agency)."
2.6 AMENDMENT OF SECTION 9.3. Subsection (b) of Section 9.3 of the
Agreement is hereby amended in its entirety to read as follows:
"(b) if to FNBC, to:
THE FIRST NATIONAL BANK OF CHICAGO
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Xxx Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxxx Xxxxx
Telecopy: (000) 000-0000
with a copy to:
NBD BANK
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxx Xxxxxxxxxxx
Telecopy: (000) 000-0000"
ARTICLE III
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CONDITIONS
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The obligations of the Lenders and the Agent to enter into this Amendment
are subject to the fulfillment of the following conditions precedent, with all
documents to be delivered to the Agent to be in form and substance satisfactory
to the Lenders:
3.1 RECEIPT OF DOCUMENTS. The Agent shall have received the following:
(a) this Amendment, duly executed by each Borrower;
(b) the Master Agreement, duly executed by each Borrower;
(c) a Notice of Final Agreement; and
(d) such other agreements, documents, items, instruments, opinions,
certificates, waivers, consents, and evidence as the Agent may reasonably
request on its own behalf or on behalf of any Lender.
3.2 NO MATERIAL ADVERSE CHANGE. In the opinion of the Required Lenders, no
material adverse change shall have occurred in the property, business,
operations, conditions (financial or otherwise) or prospects of any Borrower
since the date of the last Financial Statements delivered to the Lenders.
3.3 NO DEFAULT OR EVENT OF DEFAULT. No Default or Event of Default shall
have occurred and be continuing.
3.4 ACCURACY OF REPRESENTATIONS AND WARRANTIES. Each of the representations
and warranties contained in Article IV of the Agreement, as amended hereby, and
in any other Loan Document, as each has been supplemented, if applicable, shall
be true and correct in all material respects, except as affected by the
transactions contemplated in the Agreement and this Amendment.
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3.5 ADDITIONAL MATTERS. All matters incident to the consummation of the
transactions contemplated hereby shall be satisfactory to the Required Lenders.
ARTICLE IV
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REPRESENTATIONS AND WARRANTIES
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Each of the Borrowers hereby expressly remakes, in favor of the Lenders and
the Agent, all of the representations and warranties set forth in Article IV of
the Agreement, as amended hereby, and in any other Loan Document, and
represents and warrants that all such representations and warranties, as each
has been supplemented, if applicable, remain true and unbreached in all
material respects, except as affected by the transactions contemplated in the
Agreement and this Amendment and except for such representations and warranties
which may be limited to the date made.
ARTICLE V
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RATIFICATION
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Each of the parties hereto does hereby adopt, ratify, and confirm the
Agreement and each other Loan Document to which it is a party, in all things in
accordance with the terms and provisions thereof, as amended by this Amendment.
ARTICLE VI
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MISCELLANEOUS
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6.1 SCOPE OF AMENDMENT. The scope of this Amendment is expressly limited to
the matters addressed herein and this Amendment shall not operate as a waiver
of any past, present, or future breach, Default, or Event of Default under the
Agreement, except to the extent, if any, that any such breach, Default, or
Event of Default is remedied by the effect of this Amendment.
6.2 AGREEMENT AS AMENDED. All references to the Agreement in any document
heretofore or hereafter executed in connection with the transactions
contemplated in the Agreement shall be deemed to refer to the Agreement as
amended by this Amendment.
6.3 SUCCESSORS AND ASSIGNS; RIGHTS OF THIRD PARTIES. All covenants and
agreements by each of the Borrowers in this Amendment shall be binding upon
such Borrower and its legal representatives, successors, and assigns and shall
inure to the benefit of the Agent and each of the Lenders and their legal
representatives, successors, and assigns. All provisions of this Amendment,
the Agreement, and the other Loan Documents are imposed solely and
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exclusively for the benefit of the Borrowers, the Agent, and the Lenders. No
other Person shall have standing to require satisfaction of such provisions in
accordance with their terms, and any or all of such provisions may, subject to
the provisions of Section 9.9 of the Agreement as to the rights of the Lenders,
be freely waived in whole or in part by the Agent at any time if in its sole
discretion it deems it advisable to do so.
6.4 FURTHER ASSURANCES. Each of the Borrowers shall execute, acknowledge,
and deliver, at any time as requested by the Agent, such other documents and
instruments as the Required Lenders shall deem necessary in their sole
discretion to fulfill the terms of the Agreement, as amended hereby, including,
without limitation, modifications of and amendments to any of the Loan
Documents.
6.5 GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE
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UNDER AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF TEXAS (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO
CONFLICTS OF LAW).
6.6 ENTIRE AGREEMENT; NO ORAL AGREEMENTS. THIS AMENDMENT CONSTITUTES THE
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ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF
AND SUPERSEDES ANY PRIOR AGREEMENT, WHETHER WRITTEN OR ORAL, BETWEEN SUCH
PARTIES REGARDING THE SUBJECT HEREOF. FURTHERMORE IN THIS REGARD, THIS WRITTEN
AMENDMENT, THE AGREEMENT, AND THE OTHER WRITTEN LOAN DOCUMENTS REPRESENT,
COLLECTIVELY, THE FINAL AGREEMENT AMONG THE PARTIES THERETO AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.
6.7 JURISDICTION AND VENUE. ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO,
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ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO OR FROM
THIS AMENDMENT, THE AGREEMENT, OR ANY OTHER LOAN DOCUMENT MAY BE LITIGATED, AT
THE SOLE DISCRETION AND ELECTION OF THE AGENT, IN COURTS HAVING SITUS IN
HOUSTON, XXXXXX COUNTY, TEXAS. EACH OF THE BORROWERS HEREBY SUBMITS TO THE
JURISDICTION OF ANY LOCAL, STATE, OR FEDERAL COURT LOCATED IN HOUSTON, XXXXXX
COUNTY, TEXAS AND HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO TRANSFER OR CHANGE
THE JURISDICTION OR VENUE OF ANY LITIGATION BROUGHT AGAINST IT BY THE AGENT IN
ACCORDANCE WITH THIS SECTION.
6.8 WAIVER OF RIGHTS TO JURY TRIAL AND PUNITIVE DAMAGES. EACH OF THE
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BORROWERS, THE AGENT, AND EACH OF THE LENDERS HEREBY (A) KNOWINGLY,
VOLUNTARILY, INTENTIONALLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES, TO THE
MAXIMUM EXTENT NOT PROHIBITED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION, SUIT, PROCEEDING, COUNTERCLAIM, OR OTHER LITIGATION THAT RELATES TO OR
ARISES OUT OF THIS AMENDMENT, THE AGREEMENT, OR ANY OTHER LOAN DOCUMENT OR THE
ACTS OR OMISSIONS OF THE AGENT OR ANY LENDER IN THE ENFORCEMENT OF ANY OF THE
TERMS OR PROVISIONS OF THIS AMENDMENT, THE AGREEMENT, OR ANY OTHER LOAN
DOCUMENT OR OTHERWISE WITH RESPECT THERETO, (B) KNOWINGLY, VOLUNTARILY,
INTENTIONALLY, IRREVOCABLY, AND
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UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT
IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY,
PUNITIVE, OR CONSEQUENTIAL DAMAGES, AND (C) CERTIFIES THAT NO PARTY HERETO NOR
ANY REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS. THE PROVISIONS OF THIS
SECTION ARE A MATERIAL INDUCEMENT FOR THE AGENT AND THE LENDERS ENTERING INTO
THIS AMENDMENT.
Executed effective as of the 15th day of February, 1996.
BORROWERS:
XXXXXX & XXXXX CORPORATION
By: /s/ Xxxxx X. Xxxxxx XX
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Printed Name: Xxxxx X. Xxxxxx XX
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Title: Chief Executive Officer
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THE CANTON OIL & GAS COMPANY
By: /s/ Xxxxx X. Xxxxxx XX
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Printed Name: Xxxxx X. Xxxxxx XX
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Title: Chief Executive Officer
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XXXXX ENERGY, INC.
By: /s/ Xxxxx X. Xxxxxx XX
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Printed Name: Xxxxx X. Xxxxxx XX
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Title: Chief Executive Officer
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XXXX LAKE DRILLING, INC.
By: /s/ X.X. Xxxxxxxx
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Printed Name: X.X. Xxxxxxxx
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Title: Chief Executive Officer
--------------------------------
(Signatures Continued on Next Page)
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AGENT AND LENDER:
BANK ONE, TEXAS, NATIONAL
ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxx
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Printed Name: Xxxxxxx X. Xxxxxx
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Title: Senior Vice President
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LENDER:
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Xxxxxx X. Xxxxxxx
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Printed Name: Xxxxxx X. Xxxxxxx
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Title: Vice President
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