1
EXHIBIT 10.7
PAYMENT GUARANTY
OF NON-PREFERRED STOCK SUBSIDIARIES
This Payment Guaranty ("Guaranty") is made as of October 29, 1998, by the
undersigned entities (each a "Guarantor") in favor of BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION ("BofA"), as the agent for itself and the lenders
("Lenders") from time to time party to the Credit Agreement (as hereinafter
defined) (in such capacity, the "Agent").
Factual Background
The Lenders intend to make a $100,000,000 unsecured revolver
to term credit facility available to AIMCO Properties L.P., a Delaware limited
partnership (the "Borrower") in accordance with the Amended and Restated Credit
Agreement (the "Credit Agreement"), dated October 1, 1998, by and among
Borrower, BofA (as Agent and as a Lender) and the other Lenders from time to
time party thereto. In connection with the Credit Agreement, the Borrower has
obtained this Guaranty from the Guarantor. Capitalized terms used but not
defined herein will have the meanings set forth in the Credit Agreement. As used
herein, the term "Facility" shall refer individually to each of the credit
facilities available to the Borrower under the Credit Agreement.
Guaranty
1. Guaranty of Loan.
(a) Absolute Guaranty. Guarantor absolutely,
unconditionally and irrevocably guaranties to Agent and the Lenders the full
payment of the Indebtedness (as hereinafter defined), and unconditionally agrees
to pay to Agent and the Lenders the full amount of the Indebtedness. This is a
guaranty of payment, not of collection. If Borrower defaults in the payment when
due of the Indebtedness or any part of it, Guarantor will in lawful money of the
United States pay to Agent and the Lenders, on demand, all sums due and owing on
the Indebtedness, including all interest, charges, fees and other sums, costs
and expenses.
(b) Guaranty Prohibition. If, in accordance
with Section 6.13(c) of the Credit Agreement, any Guarantor is prohibited from
providing this Guaranty under its existing financing arrangements, current as of
even date herewith, such Guarantor shall have no obligation under this
Guaranty.
2. Loan. In this Guaranty, the term "Indebtedness" is broadly
defined to mean and include all primary, secondary, direct, indirect, fixed and
contingent obligations of Borrower to pay principal, interest, prepayment
charges, breakage costs, late charges, loan fees and any other fees, charges,
sums, costs and expenses that may be owing at any time under the Loan Documents
(as such term is defined in the Credit Agreement), and shall include, without
limitation, all liabilities and obligations of the Borrower with respect to
Letters of Credit issued under the Credit Agreement, as any or all of such
obligations may from time to time be modified, amended, extended or renewed. If
the amount outstanding under the Indebtedness is determined
2
by a court of competent jurisdiction or in any arbitration proceeding described
in Section 10.17 of the Credit Agreement, that determination shall be conclusive
and binding on Guarantor, regardless of whether Guarantor was a party to the
proceeding in which the determination was made or not.
3. Rights of Agent and the Lenders. Guarantor authorizes Agent
or any Lender to perform any or all of the following acts at any time in its
sole discretion, all without notice to Guarantor and without affecting
Guarantor's obligations under this Guaranty:
(a) Agent or the Requisite Lenders may alter
any terms of the Indebtedness or any part of it, including renewing,
compromising, extending or accelerating, or otherwise changing the time for
payment of, or increasing or decreasing the rate of interest on, the
Indebtedness or any part of it.
(b) Agent or any Lender may take and hold
security for the Indebtedness or this Guaranty, accept additional or substituted
security for either, and subordinate, exchange, enforce, waive, release,
compromise, fail to perfect and sell or otherwise dispose of any such security
in accordance with the terms of the Indebtedness.
(c) Agent or any Lender may direct the order
and manner of any sale of all or any part of any security now or later to be
held for the Indebtedness or this Guaranty, and Agent or any Lender may also bid
at any such sale.
(d) Agent or any Lender may apply any
payments or recoveries from Borrower, Guarantor or any other source, and any
proceeds of any security, to Borrower's obligations under the Loan Documents in
such manner, order and priority as Agent or such Lender may elect, whether or
not those obligations are guarantied by this Guaranty or secured at the time of
the application.
(e) Agent or any Lender may release Borrower of
its liability for the Indebtedness or any part of it.
(f) Agent or any Lender may substitute, add or
release any one or more Guarantors, other guarantors or endorsers.
(g) In addition to the Indebtedness, Agent or
any Lender may extend other credit to Borrower, and may take and hold security
for the credit so extended, all without affecting Guarantor's liability under
this Guaranty.
4. Guaranty to be Absolute. Guarantor expressly agrees that
until the
2
3
Indebtedness is paid and performed in full and each and every term, covenant and
condition of this Guaranty is fully performed, Guarantor shall not be released
by or because of:
(a) Any act or event which might otherwise
discharge, reduce, limit or modify Guarantor's obligations under this Guaranty;
(b) Any waiver, extension, modification,
forbearance, delay or other act or omission of Agent or any Lender, or its
failure to proceed promptly or otherwise as against Borrower, Guarantor or any
security;
(c) Any action, omission or circumstance that
might increase the likelihood that Guarantor may be called upon to perform under
this Guaranty or that might affect the rights or remedies of Guarantor as
against Borrower;
(d) Any dealings occurring at any time between
Borrower and Agent or any Lender, whether relating to the Indebtedness or
otherwise; or
(e) Any action of Agent or any Lender described
in Section 3 above.
Guarantor hereby acknowledges that absent this
Section 4, Guarantor might have a defense to the enforcement of this Guaranty as
a result of one or more of the foregoing acts, omissions, agreement, waivers or
matters. Guarantor hereby expressly waives and surrenders any defense to its
liability under this Guaranty based upon any of the foregoing acts, omissions,
agreements, waivers or matters. It is the purpose and intent of this Guaranty
that the obligations of Guarantor under it shall be absolute and unconditional
under any and all circumstances.
5. Guarantor's Waivers. Guarantor waives:
(a) All statutes of limitations as a defense to
any action or proceeding brought against Guarantor by Agent or any Lender, to
the fullest extent permitted by law;
(b) Any right it may have to require Agent or
any Lender to proceed against Borrower, proceed against or exhaust any security
held from Borrower, or pursue any other remedy in Agent's or any Lender's power
to pursue;
(c) Any defense based on any claim that
Guarantor's obligations exceed or are more burdensome than those of Borrower;
(d) Any defense based on: (i) any legal
disability of Borrower, (ii) any
3
4
release, discharge, modification, impairment or limitation of the liability of
Borrower to Agent or any Lender from any cause, whether consented to by Agent or
any Lender or arising by operation of law or from any bankruptcy or other
voluntary or involuntary proceeding, in or out of court, for the adjustment of
debtor-creditor relationships ("Insolvency Proceeding"), and (iii) any rejection
or disaffirmance of the Indebtedness, or any part of it, or any security held
for it, in any such Insolvency Proceeding;
(e) Any defense based on any action taken or
omitted by Agent or any Lender in any Insolvency Proceeding involving Borrower,
including any election to have Agent's or that Lender's claim allowed as being
secured, partially secured or unsecured, any extension of credit by Lender to
Borrower in any Insolvency Proceeding, and the taking and holding by Agent or
any Lender of any security for any such extension of credit;
(f) All presentments, demands for performance,
notices of nonperformance, protests, notices of protest, notices of dishonor,
notices of acceptance of this Guaranty and of the existence, creation, or
incurring of new or additional indebtedness, and demands and notices of every
kind except for any demand or notice by Agent or any Lender to Guarantor
expressly provided for in Section 1;
(g) Any defense based on or arising out of any
defense that Borrower may have to the payment or performance of the Indebtedness
or any part of it; and
(h) Any defense based on or arising out of any
action of Agent or any Lender described in Sections 3 or 4 above.
6. Waivers of Subrogation and Other Rights.
(a) During the existence of an Event of Default
by Borrower, Agent or any Lender, without prior notice to or consent of
Guarantor, may elect to: (i) foreclose either judicially or nonjudicially
against any real or personal property security it may hold for the Indebtedness,
(ii) accept a transfer of any such security in lieu of foreclosure, (iii)
compromise or adjust the Indebtedness or any part of it or make any other
accommodation with Borrower or Guarantor, or (iv) exercise any other remedy
against Borrower or any security. No such action by Agent or any Lender shall
release or limit the liability of Guarantor, who shall remain liable under this
Guaranty after the action, even if the effect of the action is to deprive
Guarantor of any subrogation rights, rights of indemnity, or other rights to
collect reimbursement from Borrower for any sums paid to Agent or any Lender,
whether contractual or arising by operation of law or otherwise. Guarantor
expressly agrees that under no circumstances shall it be deemed to have any
right, title, interest or claim in or to any real or personal property to be
held by Agent or any Lender or any third party after any foreclosure or transfer
in lieu of foreclosure of any security for the Indebtedness.
4
5
(b) Regardless of whether Guarantor may have
made any payments to Lender, Guarantor hereby waives: (i) all rights of
subrogation, all rights of indemnity, and any other rights to collect
reimbursement from Borrower for any sums paid to Agent or any Lender, whether
contractual or arising by operation of law (including the United States
Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all
rights to enforce any remedy that Lender may have against Borrower, and (iii)
all rights to participate in any security now or later to be held by Agent or
any Lender for the Indebtedness, in each case until the full and indefeasible
payment and performance of all Indebtedness, and all obligations of the
Guarantors hereunder.
(c) Guarantor waives all rights and defenses
arising out of an election of remedies by the Agent or any Lender, even though
that election of remedies may affect Guarantor's rights of subrogation and
reimbursement against the Borrower by the operation of law or otherwise. In
addition, Guarantor waives all rights and defenses that Guarantor may have
because the Borrower's indebtedness is secured by real property. This means,
among other things, that Agent and the Lenders may collect from Guarantor
without first foreclosing on any real or personal property collateral pledged by
the Borrower.
7. Revival and Reinstatement. If Agent or any Lender is
required to pay, return or restore to Borrower or any other person any amounts
previously paid on the Indebtedness because of any Insolvency Proceeding of
Borrower, any stop notice or any other reason, the obligations of Guarantor
shall be reinstated and revived and the rights of Agent and such Lender shall
continue with regard to such amounts, all as though they had never been paid.
8. Information Regarding Owner. Before signing this Guaranty,
Guarantor investigated the financial condition and business operations of
Borrower and such other matters as Guarantor deemed appropriate to assure itself
of Borrower's ability to discharge its obligations under the Loan Documents.
Guarantor assumes full responsibility for that due diligence, as well as for
keeping informed of all matters that may affect Borrower's ability to pay and
perform its obligations to the Agent and the Lenders. Neither Agent nor any
Lender has any duty to disclose to Guarantor any information which such party
may have or receive about Borrower's financial condition, business operations,
or any other circumstances bearing on its ability to perform.
9. Subordination. Any rights of Guarantor, whether now
existing or later arising, to receive payment on account of any indebtedness
(including interest) owed to it by Borrower or any Subsidiary thereof or to
receive any payment from Borrower or any such Subsidiary other than those
payments or distributions permitted under Sections 7.9(b) and 7.10 of the Credit
Agreement shall at all times be subordinate as to lien and time of payment and
in all other respects to the full and prior repayment of the Indebtedness.
Guarantor shall not be entitled to enforce or receive payment of any sums hereby
subordinated until the Indebtedness has been paid and performed in full and any
such sums received in violation of this Guaranty shall be received by Guarantor
in trust for the Agent and the Lenders.
10. Financial Information. Guarantor shall keep true and
correct financial books and records, using generally accepted accounting
principles consistently applied, or such other accounting principles as the
Requisite Lenders in their reasonable judgment may find
5
6
acceptable from time to time. Guarantor represents, warrants and covenants to
Agent and the Lenders that all financial information with respect to the
Guarantor delivered or to be delivered to Agent and the Lenders by the Borrower
with respect to Guarantor under Section 6.1 of the Credit Agreement is or shall
be true and correct and fairly presents or will fairly present the financial
position of the Guarantor for the applicable period. Guarantor shall promptly
provide Agent and the Lenders with any additional audited financial information
that Guarantor may obtain, and such other information concerning its affairs and
properties as Agent or any Lender may reasonably request, including, without
limitation, signed copies of any tax returns if requested by Agent or the
Lenders.
11. Guarantor's Representations and Warranties. Guarantor
represents and warrants that:
(a) All financial statements delivered to Agent
or the Lenders were or will be prepared in accordance with generally accepted
accounting principles, or such other accounting principles as may be acceptable
to the Requisite Lenders at the time of their preparation, consistently applied;
(b) There has been no material adverse change in
Guarantor's financial condition since the dates of the statements most recently
furnished to Agent and the Lenders; and
(c) All representations and warranties given on
behalf of or with respect to Guarantor contained in Article V of the Credit
Agreement and in any other Loan Document or certification made in connection
with the Credit Agreement are true and correct.
12. Covenants of Guarantor. Guarantor covenants and agrees
that it shall comply with and perform all covenants given on behalf of or with
respect to Guarantor (whether expressly or as a Subsidiary) contained in
Articles VI and VII of the Credit Agreement and in all other Loan Documents.
13. Intentionally Omitted.
14. Reference and Arbitration.
(a) Mandatory Arbitration. Any controversy or
claim between or among the parties, including those arising out of or relating
to this Guaranty or the Loan Documents and any claim based on or arising from an
alleged tort, shall at the request of any party be determined by arbitration.
The arbitration shall be conducted in Los Angeles, California, in accordance
with the United States Arbitration Act (Title 9, U.S. Code), notwithstanding any
choice of law provision in this Guaranty, and under the Commercial Rules of the
American Arbitration Association (the "AAA"). The arbitrator(s) shall give
effect to statutes of limitation in determining any claim. Any controversy
concerning whether an issue is arbitrable shall be determined by the
arbitrator(s). Judgment upon the arbitration award may be
6
7
entered in any court having jurisdiction. The institution and maintenance of an
action for judicial relief or pursuit of a provisional or ancillary remedy shall
not constitute a waiver of the right of any party, including the plaintiff, to
submit the controversy or claim to arbitration if any other party contests such
action for judicial relief.
(b) Provisional Remedies, Self-Help and
Foreclosure. No provision of this Section 14 shall limit the right of any party
to exercise self-help remedies such as setoff, foreclosure against or sale of
any real or personal property collateral or security, or to obtain provisional
or ancillary remedies from a court of competent jurisdiction before, after, or
during the pendency of any arbitration.
15. Authorization; No Violation. Guarantor is authorized to
execute, deliver and perform under this Guaranty, which is a valid, binding, and
enforceable obligation of Guarantor in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting creditor's rights generally. The
execution, delivery and performance of this Guaranty are not in violation of any
applicable law, regulation or ordinance, or any order or ruling of any court or
governmental agency applicable to the Guarantor. The Guaranty does not conflict
with, or constitute a breach or default under, any agreement to which Guarantor
is a party.
16. Additional and Independent Obligations. Guarantor's
obligations under this Guaranty are in addition to its obligations under any
future guaranties, each of which shall remain in full force and effect until it
is expressly modified or released in a writing signed by Agent and consented to
by the Lenders. Guarantor's obligations under this Guaranty are independent of
those of Borrower on the Indebtedness. Agent or the Lenders may bring a separate
action, or commence a separate arbitration proceeding against Guarantor without
first proceeding against Borrower, any other person or any security that Agent
or any Lender may hold, and without pursuing any other remedy. None of Agent's
or any Lender's rights under this Guaranty shall be exhausted by any action by
Agent or any Lender until the Indebtedness has been paid and performed in full
in cash.
17. No Waiver; Consents; Cumulative Remedies. Each waiver by
Agent or the Lenders must be in writing, and no waiver shall be construed as a
continuing waiver. No waiver shall be implied from Agent's or any Lender's delay
in exercising or failure to exercise any right or remedy against Borrower,
Guarantor or any security. Consent by Agent or the Lenders to any act or
omission by Borrower or Guarantor shall not be construed as a consent to any
other or subsequent act or omission, or as a waiver of the requirement for
Agent's or the Lenders' consent to be obtained in any future or other instance.
All remedies of Agent and each Lender against Borrower and Guarantor are
cumulative.
18. No Release. Except as otherwise provided in Section 1,
Guarantor shall not be released, in whole or in part, from its obligations under
this Guaranty except by a writing signed by Agent and all the Lenders.
19. Heirs, Successors and Assigns; Participations. The terms
of this Guaranty
7
8
shall bind and benefit the heirs, legal representatives, successors and assigns
of Agent, the Lenders and Guarantor; provided, however, that Guarantor may not
assign this Guaranty, or assign or delegate any of its rights or obligations
under this Guaranty, without the prior written consent of Agent in each
instance. Without notice to or the consent of Guarantor, Agent and any Lender
may disclose any and all information in its possession concerning Guarantor,
this Guaranty and any security for this Guaranty to any actual or prospective
purchaser of any securities issued or to be issued by Agent or such Lender, and
to any actual or prospective purchaser or assignee of any participation or other
interest in the Indebtedness and this Guaranty.
20. Notices.
(a) Delivery. All notices, requests and other communications
provided for hereunder shall be in writing (including, unless the context
expressly otherwise provides, telegraphic, telex, facsimile transmission or
cable communication) and mailed, telegraphed, telexed or delivered to its
address specified on the signature pages hereof, or to such other address as
shall be designated by such party in a written notice to the other party.
(b) Receipt. All such notices and communications shall, when
transmitted by overnight delivery, telegraphed, telecopied by facsimile, telexed
or cabled, be effective when delivered for overnight delivery or to the
telegraph company, transmitted by telecopier, confirmed by telex answerback or
delivered to the cable company, respectively, or if delivered, upon delivery.
(c) Reliance. Agent and each Lender shall be entitled to rely
on the authority of any person purporting to be a person authorized by Guarantor
to give such notice, and neither Agent nor any Lender shall have any liability
to Guarantor or any other person on account of any action taken or not taken by
Agent or such Lender in reliance upon such telephonic or facsimile notice. The
obligation of Guarantor hereunder shall not be affected in any way or to any
extent by any failure by Lender to receive written confirmation of any
telephonic or facsimile notice or the receipt by Agent or a Lender of a
confirmation which is at variance with the terms understood by Agent or such
Lender to be contained in the telephonic or facsimile notice.
21. Rules of Construction. In this Guaranty, the word
"Borrower" includes both the named Borrower and any other person who at any time
assumes or otherwise becomes primarily liable for all or any part of the
obligations of the named Borrower on the Indebtedness. The word "person"
includes any individual, company, trust or other legal entity of any kind. If
this Guaranty is executed by more than one person, the word "Guarantor" includes
all such persons. The word "include(s)" means "include(s), without limitation,"
and the word "including" means "including, but not limited to." When the context
and construction so require, all words used in the singular shall be deemed to
have been used in the plural and vice versa. No listing of specific instances,
items or matters in any way limits the scope or generality of any language of
this Guaranty. All headings appearing in this Guaranty are for convenience only
and shall be disregarded in construing this Guaranty.
22. Governing Law. This Guaranty shall be governed by, and
construed in accordance with, the laws of the State of California, without
regard to its choice of law rules.
8
9
23. Costs and Expenses. If any lawsuit or arbitration is
commenced which arises out of, or which relates to this Guaranty, the Loan
Documents or the Indebtedness, the prevailing party shall be entitled to recover
from each other party such sums as the court or arbitrator may adjudge to be
reasonable attorneys' fees (including allocated costs for services of in-house
counsel) in the action or proceeding, in addition to costs and expenses
otherwise allowed by law. In all other situations, including any Insolvency
Proceeding, Guarantor agrees to pay all of the Agent's and each Lender's costs
and expenses, including attorneys' fees (including allocated costs for services
of the Agent's and each Lender's in-house counsel) which may be incurred in any
effort to collect or enforce the Indebtedness or any part of it or any term of
this Guaranty. Without limiting any rights of the Agent or Lenders under the
Credit Agreement, all amounts of any kind due and payable under this Guaranty
(whether for principal, interest, and other costs under the Indebtedness, or for
costs, fees, and expenses for which the Guarantors are directly responsible
hereunder, or otherwise) shall accrue interest from the time the Agent or the
Lenders make demand therefor hereunder until paid in full in cash to such Agent
or the Lenders at the Base Rate, as defined in the Credit Agreement, plus three
(3%) percentage points, except to the extent that any such amounts are then
accruing interest under the Indebtedness, in which case such Base Rate plus 3%
interest rate shall not be applied if the effect would be to compound the
interest to which such obligations are subject to under the Indebtedness.
24. Covenant. Each Guarantor hereby agrees that it will make
dividend payments on its outstanding preferred stock with its excess cash to the
extent such cash is not required by the Guarantor for its business, consistent
with prudent business practices and its cash requirements.
25. Integration; Modifications. This Guaranty (a) integrates
all the terms and conditions mentioned in or incidental to this Guaranty, (b)
supersedes all oral negotiations and prior writings with respect to its subject
matter, and (c) is intended by Guarantor, Agent and the Lenders as the final
expression of the agreement with respect to the terms and conditions set forth
in this Guaranty and as the complete and exclusive statement of the terms agreed
to by Guarantor, Agent and the Lenders. No representation, understanding,
promise or condition shall be enforceable against any party hereto unless it is
contained in this Guaranty. This Guaranty may not be modified except in a
writing signed by both Agent (with the consent of the Requisite Lenders) and
Guarantor. No course of prior dealing, usage of trade, parol or extrinsic
evidence of any nature shall be used to supplement, modify or vary any of the
terms hereof. As between Agent and the Lenders only, nothing contained in this
Guaranty shall alter the rights and obligations among Agent and the Lenders set
forth in the Credit Agreement.
26. Miscellaneous. The illegality or unenforceability of one
or more provisions of this Guaranty shall not affect any other provision. Time
is of the essence in the performance of this Guaranty by Guarantor.
[Rest of Page Intentionally Left Blank]
9
10
IN WITNESS WHEREOF, the undersigned have executed and
delivered this Guaranty as of the date on the first page.
11
GUARANTOR
---------
CPF XIV/St. Charleston, Inc.
-------------------------------------
-------------------------------------
By: /s/ XXXXX X. XXXXXXXXX
----------------------------------
Printed Name: Xxxxx X. Xxxxxxxxx
Title: PRESIDENT
-------------------------------
12
GUARANTOR
---------
CPF XIV/Xxxxxx Xxxxx, Inc.
-------------------------------------
-------------------------------------
By: /s/ XXXXX X. XXXXXXXXX
----------------------------------
Printed Name: Xxxxx X. Xxxxxxxxx
Title: PRESIDENT
-------------------------------
13
GUARANTOR
---------
CPF XIV/Sun River, Inc.
---------------------------------
---------------------------------
By: /s/ XXXXX X. XXXXXXXXX
------------------------------
Printed Name: Xxxxx X. Xxxxxxxxx
Title: PRESIDENT
---------------------------
14
GUARANTOR
---------
CPF XIV/Lakeside Place, Inc.
---------------------------------
---------------------------------
By: /s/ XXXXX X. XXXXXXXXX
------------------------------
Printed Name: Xxxxx X. Xxxxxxxxx
Title: PRESIDENT
---------------------------
15
GUARANTOR
---------
ConCap CCP/IV Stratford Place Properties, Inc.
----------------------------------------------
----------------------------------------------
By:/s/ XXXXX X. XXXXXXXXX
-------------------------------------------
Printed Name: Xxxxx X. Xxxxxxxxx
Title: President
----------------------------------------
16
GUARANTOR
---------
ConCap CCP/IV River's Edge Properties, Inc.
-------------------------------------------
-------------------------------------------
By:/s/ XXXXX X. XXXXXXXXX
----------------------------------------
Printed Name: Xxxxx X. Xxxxxxxxx
Title: President
-------------------------------------
17
GUARANTOR
---------
PRA, Inc.
--------------------------------
--------------------------------
By:/s/ XXXXX X. XXXXXXXXX
-----------------------------
Printed Name: Xxxxx X. Xxxxxxxxx
Title: President
--------------------------
18
GUARANTOR
---------
National Property Investors, Inc.
---------------------------------
---------------------------------
By: /s/ XXXXX X. XXXXXXXXX
------------------------------
Printed Name: Xxxxx X. Xxxxxxxxx
Title: PRESIDENT
---------------------------
19
Address Where Notices are to be Sent:
To Guarantor: 0000 Xxxxx Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, Xxxxxxxx 00000
To Agent: BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
000 Xxxxx Xxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Manager - Xxxx #0000
To Lenders: Per the Credit Agreement
