FIRST AMENDMENT TO CREDIT AGREEMENT
Exhibit
10.1
FIRST
AMENDMENT TO CREDIT AGREEMENT
THIS
FIRST AMENDMENT TO CREDIT AGREEMENT (this “First
Amendment”),
dated
as of August 29, 2006 (the “Effective
Date”),
is by
and among STORM
CAT ENERGY (USA) CORPORATION,
a
Colorado corporation (“Borrower”),
STORM
CAT ENERGY CORPORATION,
a
corporation amalgamated under the laws of British Columbia (“Parent”),
and
JPMORGAN
CHASE BANK, N.A.,
a
national banking association, as Global Administrative Agent (“Global
Administrative Agent”)
and
the sole financial institution a party hereto as a Lender (“Lender”).
W
I T N E S S E T H:
WHEREAS,
Borrower, Parent, Global Administrative Agent and Lender are parties to that
certain Credit Agreement dated as of July 28, 2006 (as amended by this
First Amendment, the “Credit
Agreement”)
(unless otherwise defined herein, all terms used herein with their initial
letter capitalized shall have the meaning given such terms in the Credit
Agreement); and
WHEREAS,
Borrower and Parent have requested that Lender (i) amend certain terms of
the Credit Agreement in certain respects, (ii) establish a Global Borrowing
Base and U.S. Borrowing Base in each case in the amount of U.S. $20,000,000,
to
be effective as of the Effective Date and continuing until the next
redetermination or other adjustment of the Global Borrowing Base and the U.S.
Borrowing Base thereafter, and (iii) consent to certain transactions more
particularly described herein; and
WHEREAS,
subject to and upon the terms and conditions set forth herein, Lender has agreed
to Borrower’s and Parent’s requests.
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, Borrower, Parent,
Global Administrative Agent and Lender hereby agree as follows:
SECTION
1 Amendments.
In
reliance on the representations, warranties, covenants and agreements contained
in this First Amendment, and subject to the satisfaction of each condition
precedent set forth in Section
4
hereof,
the Credit Agreement is hereby amended effective as of the Effective Date in
the
manner provided in this Section
1.
1.1 Amendment
to Definitions.
The
definitions of “Loan
Document,”
“Obligations”
and
“Security
Documents”
contained in Section 1.1 of the Credit Agreement shall be amended to read in
full as follows:
“Loan
Document”
means
(1) this
Agreement, the First Amendment, the Notes, the Secured Bridge Note, the Security
Documents, the Fee Letter, the Intercreditor Agreement, the Facility Guaranties,
the Hedging Agreements between Borrower, Parent or any of its Restricted
Subsidiaries and any Lender or any Affiliate of a Lender, any Borrowing Request,
any Interest Election Request, any election notice, and any agreement with
respect to fees described in Section
2.11,
and
(2) each
other agreement, document or instrument delivered by Parent, Borrower or any
other Loan Party in connection with this Agreement or the Secured Bridge Note,
as amended, supplemented, restated or otherwise modified from time to time.
For
avoidance of doubt, the term “Loan Document” shall not include the Canadian Loan
Documents.
“Obligations”
means,
at any time, the sum of ii)(1) the
aggregate Credit Exposure of the Lenders under the Loan Documents plus (2) all
accrued and unpaid interest and fees owing to the Lenders under the Loan
Documents plus (3) all
Hedging Obligations in connection with all Hedging Agreements between Borrower,
Parent or any of its Restricted Subsidiaries and any Lender or any Affiliate
of
a Lender plus (4) the
“Obligation” (as defined in the Secured Bridge Note) of Borrower to JPMorgan
Chase Bank, N.A. as “Payee” under and as defined in the Secured Bridge Note
plus (5) all
other obligations (monetary or otherwise) of Borrower, Parent or any Restricted
Subsidiary to any Lender or any Agent, whether or not contingent, arising under
or in connection with any of the Loan Documents.
“Security
Documents”
means
each Facility Guaranty, each Mortgage, each Pledge Agreement, the Confirmation
and Ratification Agreement, each Canadian Security Document and each other
instrument or document executed and delivered pursuant to Section 5.12
or
Section 5.15
or
pursuant to the Loan Documents to secure any of the Obligations.
1.2 Additional
Definitions.
Section
1.1 of the Credit Agreement shall be amended to add the following definitions
to
such Section:
“BBC”
means
Xxxx Xxxxxxx CBM, L.L.C., a Texas limited liability company.
“BBC
Acquisition”
means
the purchase by Borrower (or, as applicable, Storm Cat Powder River) of the
BBC
Assets pursuant to the BBC Acquisition Agreement, which purchase shall be on
terms and conditions reasonably acceptable to Global Administrative Agent and
Lender.
“BBC
Acquisition Agreement”
means
that certain Purchase and Sale Agreement dated July 17, 2006, by and between
BBC, as seller, and Borrower, as buyer, as amended through the Effective Date
(as defined in the First Amendment).
“BBC
Acquisition Documents”
means
the BBC Acquisition Agreement and all other agreements, assignments, deeds,
conveyances, certificates and other documents and instruments now or hereafter
executed and/or delivered by, between or among Borrower, Storm Cat Powder River
and BBC pursuant to the BBC Acquisition Agreement or in connection with the
BBC
Acquisition.
“BBC
Assets”
means,
collectively, the “Assets” as such term is defined in the BBC Acquisition
Agreement.
“BBC
Reserve Report”
means
an engineering and economic analysis of the BBC Assets prepared as of July
1,
2006 by Netherland, Xxxxxx & Associates, Inc.
“Confirmation
and Ratification Agreement”
means
that certain Confirmation and Ratification Agreement dated as of August 29,
2006, by each Loan Party for the benefit of JPMorgan Chase Bank, N.A. as Global
Administrative Agent, as a Lender and as payee under the Secured Bridge
Note.
“First
Amendment”
means
that certain First Amendment to Credit Agreement dated as of August 29, 2006,
among Parent, Borrower, Global Administrative Agent and Lenders party
thereto.
“Secured
Bridge Note”
means
that certain Secured Promissory Note executed by Borrower and payable to the
order of JPMorgan Chase Bank, N.A., in its individual capacity as payee under
the Secured Bridge Note and not as Global Administrative Agent, in the original
principal amount of $15,000,000, which promissory note shall be secured by
the
Collateral and payable as provided therein.
“Storm
Cat Powder River”
means
Storm Cat Energy (Powder River) LLC, a Colorado limited liability
company.
1.3 Amendment
to Total Funded Debt to EBITDA Covenant.
Section
6.1 of the Credit Agreement shall be amended to read in full as
follows:
“Section
6.1 Ratio
of Total Funded Debt to EBITDA.
As of
the end of any fiscal quarter, commencing with the fiscal quarter ending
December 31, 2006, Parent will not permit its ratio of Total Funded Debt
outstanding to Annualized EBITDA to be greater than (a) subject to the
proviso below, for the fiscal quarters ending December 31, 2006 and March 31,
2007, 5.00 to 1.00, and (b) for the fiscal quarter ending June 30, 2007 and
for each fiscal quarter thereafter, 3.00 to 1.00; provided,
that,
in the
event the Indebtedness evidenced by the Secured Bridge Note is paid in full
pursuant to its terms (i) on or prior to December 31, 2006, the ratio
set forth in clause (a) of this Section 6.1
shall be
automatically amended to be 3.50 to 1.00 for the fiscal quarters ending
December 31, 2006 and March 31, 2007, and (ii) after
December 31, 2006 but on or prior to March 31, 2007, the ratio set
forth in clause (a) of this Section 6.1
shall be
automatically amended to be 5.00 to 1.00 for the fiscal quarter ending
December 31, 2006 and 3.50 to 1.00 for the fiscal quarter ending
March 31, 2007, in each case without any further action on the part of
Parent, Borrower, Global Administrative Agent or any Lender.”
1.4 Amendment
to Debt Covenant.
Section
7.1 of the Credit Agreement shall be amended to (6) re-number
clauses (x) and (xi) thereof to be clauses (xi) and (xii), respectively, and
(7) add
thereto a new clause (x) which shall read in full as follows:
“(x) Indebtedness
of Borrower evidenced by the Secured Bridge Note and Guarantee obligations
of
any Loan Party (other than Borrower) in respect thereof pursuant to the Security
Documents.”
1.5 Amendment
to Events of Default Provision.
Section
8.1 of the Credit Agreement shall be amended to add thereto a new clause (l)
which shall read in full as follows:
“(l) Event
of Default under Secured Bridge Note.
Any
“Event of Default” as defined in the Secured Bridge Note shall
occur.”
SECTION
2 Global
Borrowing Base and U.S. Borrowing Base; Allocation of Global Borrowing
Base.
In
reliance on the representations, warranties, covenants and agreements contained
in the Credit Agreement and this First Amendment, and subject to the
satisfaction of each condition precedent set forth in Section
4
hereof,
Borrower, Parent, Global Administrative Agent and Lender agree that (8) the
Borrowing Base and the U.S. Borrowing Base in effect for the period from and
after the Effective Date until the next redetermination or other adjustment
of
the Global Borrowing Base and U.S. Borrowing Base thereafter shall each be
U.S.
$20,000,000, (9) the
redetermination provided for in clause (a)
of this
Section
2
shall
not be construed or deemed to be a discretionary redetermination for purposes
of
Section 2.7(e) of the Credit Agreement, (10) the
Allocated U.S. Borrowing Base shall be U.S. $20,000,000 as of the Effective
Date, and (11) the
Allocated Canadian Borrowing Base shall be U.S. $0 as of the Effective
Date.
SECTION
3 Consent
and Waiver.
Parent
and Borrower have requested that Lender (12) consent
to (a) the
BBC Acquisition, and (b) the
incurrence of the Indebtedness evidenced by the Secured Bridge Note (the
transactions described in subclauses (i)
and
(ii)
of this
clause (a)
being
collectively referred to as the “Subject
Transactions”),
and
(13) waive
(a) any
provision of the Credit Agreement and the other Loan Documents to the extent
such provisions prohibit the consummation of the Subject Transactions, and
(b) any
and all remedies and other rights under the Credit Agreement and the other
Loan
Documents in respect of any Default or Event of Default to the extent, but
only
to the extent, occurring solely from the consummation of the Subject
Transactions. In reliance on the representations, warranties, covenants and
agreements contained in the Credit Agreement and this First Amendment, and
subject to the satisfaction of the conditions precedent set forth in
Section
4
hereof
(and in the Credit Agreement, as applicable), Lender hereby (x) consents to
the Subject Transactions, and (y) waives (i) any provision of the
Credit Agreement and the other Loan Documents to the extent such provisions
prohibit the consummation of the Subject Transactions, and (ii) any and all
remedies and other rights under the Credit Agreement and the other Loan
Documents in respect of any Default or Event of Default to the extent, but
only
to the extent, occurring solely from the consummation of the Subject
Transactions. The consents and waivers contained in this Section
3
are
limited solely to the Subject Transactions, and the applicable provisions of
the
Credit Agreement and the other Loan Documents to the extent they prohibit the
consummation of, or provide rights and remedies in respect of the consummation
of, such transactions. Nothing contained herein shall be deemed (i) a
consent to any action other than the consummation of the Subject Transactions,
or (ii) a
waiver of any provisions of the Credit Agreement or any other Loan Document
except to the extent any such provision prohibits the consummation of, or
provides rights and remedies in respect of the consummation of, the Subject
Transactions.
SECTION
4 Conditions
Precedent.
The
effectiveness of (14) the
amendments to the Credit Agreement contained in Section
1
hereof,
(15) the
increase in the Global Borrowing Base and U.S. Borrowing Base contained in
Section
2
hereof,
and (16) the
consents and waivers contained in Section
3
hereof,
is subject to the satisfaction of each condition precedent set forth in this
Section
4:
4.1 Closing
Deliveries.
Global
Administrative Agent shall have received each of the following documents,
instruments and agreements, each of which shall be in form and substance, and,
as applicable, executed in such counterparts, as shall be acceptable to Global
Administrative Agent and Lender:
(a) a
fully
executed copy of the BBC Acquisition Agreement and all other material documents,
instruments and agreements executed and/or delivered by any Loan Party in
connection with the BBC Acquisition Agreement and the closing of the BBC
Acquisition, together with a certificate from an Authorized Officer of Borrower
certifying that (i) such
copies are accurate and complete and represent the complete understanding and
agreement of the parties thereto, (ii) no
material right or obligation of any party thereto has been modified, amended
or
waived, and (iii) subject
only to the establishment of the Global Borrowing Base and U.S. Borrowing Base
described in Section
2
hereof
and the disbursement and application of proceeds in connection therewith and
in
connection with the Secured Bridge Note, the BBC Acquisition will be consummated
on the terms set forth in the BBC Acquisition Agreement;
(b) all
environmental reports that Borrower has obtained in connection with the BBC
Acquisition, which reports shall be reasonably acceptable to Global
Administrative Agent and its counsel;
(c) Mortgages
and amendments to Mortgages duly executed and delivered by Borrower or, as
applicable, Storm Cat Powder River, together with such other assignments,
conveyances, amendments, agreements and other writings, including, without
limitation, UCC-1 and UCC-3 financing statements, in form and substance
satisfactory to Global Administrative Agent, pursuant to which, among other
things, (17)
Borrower
or, as applicable, Storm Cat Powder River, shall grant to Global Administrative
Agent a first and prior Lien, subject only to Permitted Encumbrances, in and
to
the BBC Assets constituting Borrowing Base Properties, and (18) the
existing Mortgages shall be amended to evidence and reflect the Secured Bridge
Note;
(d) the
Confirmation and Ratification Agreement duly executed and delivered by each
Loan
Party;
(e) opinions
dated the Effective Date, addressed to Global Administrative Agent and all
Lenders from (19) Xxxxx
& Xxxxxxx L.L.P., counsel to Parent and Borrower, and (20) local
counsel in the State of Wyoming, in each case in form and substance acceptable
to Global Administrative Agent and its counsel; and
(f) such
other documents, instruments and agreements as Global Administrative Agent
may
reasonably require in connection with this First Amendment and the transactions
contemplated hereby.
4.2 BBC
Acquisition.
Subject
only to the establishment of the Global Borrowing Base and U.S. Borrowing Base
described in Section
2
hereof
and the disbursement and application of proceeds in connection therewith and
in
connection with the Secured Bridge Note, Borrower shall have completed the
BBC
Acquisition in accordance with the terms of the BBC Acquisition Agreement,
and
as a result thereof, Borrower (or, as applicable, Storm Cat Powder River) shall
have acquired good title to the BBC Assets, free and clear of all Liens except
Permitted Encumbrances. Upon completion of the BBC Acquisition, the
representations and warranties contained in Section 3.5, Section 3.15
and Section 3.16 of the Credit Agreement will not be inaccurate in any
material respect.
4.3 Title
Review.
Global
Administrative Agent or its counsel shall have completed a satisfactory review
of title to not less than 80% of the Present Value of the BBC Assets evaluated
for purposes of establishing the amount of the Global Borrowing Base set forth
in Section
2
hereof,
and such review shall not have revealed any condition or circumstance which
would reflect that the representations and warranties contained in
Section 3.5 of the Credit Agreement are inaccurate in any
respect.
4.4 Hedging
Agreements.
Borrower shall have entered into Hedging Agreements with Approved Counterparties
and the notional volumes for which are not less than 80% of the reasonably
anticipated projected production from proved, developed, producing Oil and
Gas
Properties (including, without limitation, the BBC Assets), and which Hedging
Agreements shall have a term of three (3) years from the Effective
Date.
4.5 Secured
Bridge Note.
JPMorgan Chase Bank, N.A. shall have received the original duly executed Secured
Bridge Note, together with such other documents, instruments and agreements
required to be delivered in connection with such Secured Bridge Note, and all
conditions to the advance of the proceeds of such Secured Bridge Note shall
have
been satisfied.
4.6 No
Defaults.
Prior
to and after giving effect to the amendments contained in Section
1
hereof,
and at the time the BBC Acquisition is to be consummated, no Default, Event
of
Default, Global Borrowing Base Deficiency or U.S. Borrowing Base Deficiency
shall exist, nor shall the consummation of such transaction result in any
Default, Event of Default, Global Borrowing Base Deficiency or U.S. Borrowing
Base Deficiency.
4.7 Fees
and Expenses.
Borrower shall have paid (21) all
fee and amounts as Borrower shall be required to pay to Global Administrative
Agent and its Affiliates pursuant to any separate agreement between or among
Borrower, Global Administrative Agent and/or its Affiliates, and (22) all
reasonable fees and expenses incurred by Global Administrative Agent in
connection with the preparation, negotiation and execution of this First
Amendment, including, without limitation, all reasonable fees and expenses
of
Xxxxxx & Xxxxxx L.L.P., counsel to Global Administrative Agent.
4.8 Other
Documentation.
Global
Administrative Agent shall have received such other documents, instruments
and
agreements as it or Lender may reasonably request, all in form and substance
reasonably satisfactory to Global Administrative Agent and Lender.
SECTION
5 Representations
and Warranties of Borrower.
To
induce Lender and Global Administrative Agent to enter into this First
Amendment, Parent and Borrower hereby jointly and severally represent and
warrant to Lender and Global Administrative Agent as follows:
5.1 Due
Authorization; No Conflict.
The
execution, delivery and performance by Parent and Borrower of this First
Amendment are within Parent’s and Borrower’s corporate powers, have been duly
authorized by all necessary action, require no action by or in respect of,
or
filing with, any governmental body, agency or official and do not violate or
constitute a default under any provision of applicable law or any material
agreement binding upon Parent or Borrower or result in the creation or
imposition of any Lien upon any of the assets of Borrower except Permitted
Encumbrances.
5.2 Validity
and Enforceability.
This
First Amendment constitutes the valid and binding obligation of Parent and
Borrower enforceable in accordance with its terms, except as (23) the
enforceability thereof may be limited by bankruptcy, insolvency or similar
laws
affecting creditor’s rights generally, and (24) the
availability of equitable remedies may be limited by equitable principles of
general application.
5.3 Accuracy
of Representations and Warranties.
Each
representation and warranty of each Loan Party contained in the Loan Documents
is true and correct in all material respects as of the date hereof (except
to
the extent such representations and warranties are expressly made as of a
particular date, in which event such representations and warranties were true
and correct as of such date).
5.4 Absence
of Defaults.
Prior
to and after giving effect to the amendments contained in Section
1
hereof,
no Default or Event of Default has occurred which is continuing.
5.5 No
Defense.
Borrower has no defense to payment of, or any counterclaim or rights of set-off
with respect to, all or any portion of the Obligations.
SECTION
6 Miscellaneous.
6.1 Reaffirmation
of Loan Documents.
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,
and are hereby ratified and confirmed. The amendments contemplated hereby shall
not limit or impair any Liens securing the Obligations, each of which are hereby
ratified, affirmed and extended to secure the Obligations.
6.2 Confirmation
of Loan Documents and Liens.
As a
material inducement to Lender to make the agreements and grant the consents,
waivers and amendments set forth herein, Parent and Borrower hereby (25) acknowledge
and confirm the continuing existence, validity and effectiveness of the Loan
Documents and the Liens granted thereunder, (26) agree
that the execution, delivery and performance of this First Amendment and the
consummation of the transactions contemplated hereby shall not in any way
release, diminish, impair, reduce or otherwise adversely affect such Loan
Documents and Liens, and (27) acknowledge
and agree that the Liens granted under the Loan Documents secure, and after
the
consummation of the transactions contemplated hereby will continue to secure,
the payment and performance of the Obligations as first priority perfected
Liens.
6.3 Parties
in Interest.
All of
the terms and provisions of this First Amendment shall bind and inure to the
benefit of the parties hereto and their respective successors and
assigns.
6.4 Legal
Expenses.
Borrower hereby agrees to pay on demand all reasonable fees and expenses of
counsel to Global Administrative Agent incurred by Global Administrative Agent
in connection with the preparation, negotiation and execution of this First
Amendment.
6.5 Counterparts.
This
First Amendment may be executed in counterparts, and all parties need not
execute the same counterpart; however, no party shall be bound by this First
Amendment until Parent, Borrower and Lender have executed a counterpart.
Facsimiles shall be effective as originals.
6.6 Complete
Agreement.
THIS
FIRST AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT
THE
FINAL AGREEMENT AMONG 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 OR AMONG THE PARTIES.
6.7 Headings.
The
headings, captions and arrangements used in this First Amendment are, unless
specified otherwise, for convenience only and shall not be deemed to limit,
amplify or modify the terms of this First Amendment, nor affect the meaning
thereof.
6.8 Effectiveness.
This
First Amendment shall be effective automatically and without necessity of any
further action by Parent, Borrower, Global Administrative Agent or Lender when
counterparts hereof have been executed by Parent, Borrower and Lender, and
all
conditions to the effectiveness hereof set forth herein and in the Credit
Agreement have been satisfied (including, without limitation, all conditions
precedent set forth in Section
4
hereof).
6.9 GOVERNING
LAW.
THIS
FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.
IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
duly
executed by their respective authorized officers on the date and year first
above written.
[Signature
pages to follow]
SIGNATURE
PAGE TO
FIRST
AMENDMENT TO CREDIT AGREEMENT
BY
AND
AMONG
STORM
CAT
ENERGY CORPORATION,
STORM
CAT
ENERGY (USA) CORPORATION, AS BORROWER, AND
JPMORGAN
CHASE BANK, N.A., AS GLOBAL ADMINISTRATIVE AGENT
AND
THE
SOLE LENDER PARTY THERETO
|
PARENT:
STORM
CAT ENERGY CORPORATION,
a
corporation amalgamated under the laws of British Columbia
By:
/s/
J. Xxxxx
Xxxxxxxxx
J.
Xxxxx Xxxxxxxxx, President and
Chief
Executive Officer
BORROWER:
STORM
CAT ENERGY (USA) CORPORATION,
a
Colorado corporation
By:/s/
J. Xxxxx
Xxxxxxxxx
J.
Xxxxx Xxxxxxxxx, President
|
[Signature Page]
SIGNATURE
PAGE TO
FIRST
AMENDMENT TO CREDIT AGREEMENT
BY
AND
AMONG
STORM
CAT
ENERGY CORPORATION,
STORM
CAT
ENERGY (USA) CORPORATION, AS BORROWER, AND
JPMORGAN
CHASE BANK, N.A., AS GLOBAL ADMINISTRATIVE AGENT
AND
THE
SOLE LENDER PARTY THERETO
Each
of
the undersigned (i) consent and agree to this First Amendment, and (ii) agree
that the Loan Documents to which it is a party shall remain in full force and
effect and shall continue to be the legal, valid and binding obligation of
such
Person, enforceable against it in accordance with its terms.
|
ACKNOWLEDGED
AND AGREED TO BY:
STORM
CAT ENERGY (POWDER RIVER) LLC,
a
Colorado limited liability company
By:/s/
J. Xxxxx
Xxxxxxxxx
J.
Xxxxx Xxxxxxxxx, Manager
STORM
CAT ENERGY (USA) OPERATING CORPORATION,
a
Colorado corporation
By:/s/
J. Xxxxx
Xxxxxxxxx
J.
Xxxxx Xxxxxxxxx, President
STORM
CAT ENERGY (ALASKA) LLC,
a
Colorado limited liability company
By:/s/
J. Xxxxx
Xxxxxxxxx
J.
Xxxxx Xxxxxxxxx, Manager
TRIPLE
CROWN GATHERING CORPORATION,
a
Colorado corporation
By:/s/
J. Xxxxx
Xxxxxxxxx
J.
Xxxxx Xxxxxxxxx, President
|
[Signature
Page]
SIGNATURE
PAGE TO
FIRST
AMENDMENT TO CREDIT AGREEMENT
BY
AND
AMONG
STORM
CAT
ENERGY CORPORATION,
STORM
CAT
ENERGY (USA) CORPORATION, AS BORROWER, AND
JPMORGAN
CHASE BANK, N.A., AS GLOBAL ADMINISTRATIVE AGENT
AND
THE
SOLE LENDER PARTY THERETO
|
GLOBAL
ADMINISTRATIVE AGENT:
JPMORGAN
CHASE BANK, N.A.,
as
Global Administrative Agent
By:/s/
J. Xxxxx
Xxxxxx
J.
Xxxxx Xxxxxx, Senior Vice President
LENDER:
JPMORGAN
CHASE BANK, N.A.,
as
a Lender
By:/s/
J. Xxxxx
Xxxxxx
J.
Xxxxx Xxxxxx, Senior Vice President
|
[Signature
Page]
