1
EXHIBIT 10.4
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is dated as of December 15, 1997 among: HS RESOURCES, INC.,
a corporation formed under the laws of the State of Delaware (the "Borrower");
each of the lenders that is a signatory hereto; and THE CHASE MANHATTAN BANK
(in its individual capacity, "Chase"), as agent for the Lenders (in such
capacity, together with its successors in such capacity, the "Agent").
R E C I T A L S
A. The Borrower, the Agent, and the Lenders (as defined in the
Credit Agreement as hereafter defined) have entered into that certain Amended
and Restated Credit Agreement dated as of June 14, 1996, as amended by the
First Amendment to Amended and Restated Credit Agreement dated as of June 17,
1996 and the Second Amendment to Amended and Restated Credit Agreement dated as
of November 27, 1996 (as amended, the "Credit Agreement"), pursuant to which
the Lenders have agreed to make certain loans and extensions of credit to the
Borrower upon the terms and conditions as provided therein; and
B. The Borrower, the Agent, and the Lenders now desire to make
certain amendments to the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration and the mutual benefits, covenants and agreements herein
expressed, the parties hereto now agree as follows:
1. All capitalized terms used in this Amendment and not otherwise
defined herein shall have the meanings ascribed to such terms in the Credit
Agreement.
2. Section 2 of the Second Amendment is hereby deleted. The
definition of "Borrowing Base Utilization Percentage" is hereby deleted.
3. The definitions "Acquisition," "Aggregate Maximum Credit
Amounts," "Applicable Margin," "Reserve Report," "Revolving Credit Termination
Date," "Threshold Amount," in Section 1.02 of the Credit Agreement are hereby
amended to read as follows:
"Acquisitions" shall mean the Basin Acquisition, Tide West
Acquisition and the Amoco Acquisition.
"Aggregate Maximum Credit Amounts" at any time shall equal the
sum of the Maximum Credit Amounts of the Lenders ($450,000,000), as
the same may be reduced pursuant to Section 2.03(b).
2
"Applicable Margin" shall mean for Base Rate Loans or
Eurodollar Loans or the commitment fee pursuant to Section 2.04(a) the
following rate per annum as applicable based on the Utilization
Percentage in effect from time to time:
-------------------------------------------------------------------------------
Utilization Percentage Eurodollar Base Rate Commitment Fee
Loans Loan
-------------------------------------------------------------------------------
Greater than or equal to 1.6250% 0.6250% 0.500%
100%
-------------------------------------------------------------------------------
Greater than or equal to 1.2500% 0.2500% 0.375%
80%, but less than 100%
-------------------------------------------------------------------------------
Greater than or equal to 1.1125% 0.1250% 0.375%
60%, but less than 80%
-------------------------------------------------------------------------------
Greater than or equal to 1.0000% 0.000% 0.375%
40%, but less than 60%
-------------------------------------------------------------------------------
Less than 40% 0.7500% 0.000% 0.300%
-------------------------------------------------------------------------------
"Reserve Report" shall mean a report, in form and substance
satisfactory to the Agent, setting forth, as of each January 1 (or
such other date in the event of an unscheduled redetermination); (i)
the oil and gas reserves attributable to the Borrower's and any
Subsidiary's Oil and Gas Properties to be included in the Borrowing
Base determination together with a projection of the rate of
production and future net income, taxes, operating expenses and
capital expenditures with respect thereto as of such date, based upon
the pricing assumptions consistent with SEC reporting requirements at
the time and (ii) such other information as the Agent may reasonably
request.
"Revolving Credit Termination Date" shall mean, unless the
Commitments are sooner terminated pursuant to Sections 2.03(b) or
10.02 hereof, December 15, 2002.
"Threshold Amount" shall represent the customary conforming
amount of a traditional hydrocarbon borrowing base loan.
4. Section 1.02 of the Credit Agreement is hereby supplemented,
where alphabetically appropriate, with the addition of the following
definitions:
"Amoco" shall mean Amoco Production Company.
"Amoco Acquisition" shall mean the acquisition by the Borrower
of the Amoco Properties.
-2-
3
"Amoco Acquisition Documents" shall have the meaning assigned
in Section 7.22.
"Amoco Properties" shall mean the Oil and Gas Properties and
other Properties acquired by the Borrower pursuant to the Amoco
Acquisition Documents.
"Amoco Purchase and Sale Agreement" shall mean the Purchase
and Sale Agreement by and Between Amoco and the Borrower dated
November 25, 1997, as the same may be amended or modified from time to
time.
"Amoco Reserve Report" shall mean the reserve information
provided to the Lenders by the Borrower covering the Amoco Properties.
"Designated Transaction" shall mean (i) the issuance of equity
securities by the Borrower and/or (ii) the issuance of senior
subordinated notes by the Borrower, both on terms and in amounts
acceptable to the Majority Lenders.
"Initial Period" shall mean the period commencing on the
Third Amendment Effective Date and ending on the earlier of (i) the
date nine months thereafter or (ii) the date on which the Borrowing
Base equals the Threshold Amount.
"Redetermination Event" shall mean the occurrence of any of
the following events during the Initial Period: (a) the sale or
issuance of equity securities of the Borrower, (b) the incurrence of
subordinated Debt by the Borrower or (c) any sale or other disposition
(including as a result of casualty or condemnation) of any of the Oil
and Gas Properties of the Borrower or any Subsidiary other than as
permitted by Section 9.15. Such events in clauses (b) and (c) shall
still require the consent of the Majority Lenders, if otherwise in
violation of the other terms of this Agreement.
"Third Amendment" shall mean that certain Third Amendment to
Amended and Restated Credit Agreement dated as of December 15, 1997,
among the Borrower, the Lenders and the Agent.
"Third Amendment Effective Date" shall mean the effective date
of the Third Amendment and shall be the same date as the effective
date of the Amoco Acquisition; provided, that the conditions required
by Section 10 of the Third Amendment have been satisfied.
"Utilization Percentage" shall mean, as of any day, the
fraction expressed as a percentage, the numerator of which is the
balance of all Loans and LC Exposure outstanding on such day, and the
denominator of which is (i) during the Initial Period, the Threshold
Amount in effect on such day and (ii) after the Initial Period, the
Borrowing Base in effect on such day.
5. Section 2.07 of the Credit Agreement is hereby amended by
adding the following clause (e):
-3-
4
"(e) Notwithstanding the provisions of Section 2.07(c) to
the contrary, if a Redetermination Event occurs during the Initial
Period and if the redetermined Borrowing Base as a result of such
Redetermination Event is less than the aggregate outstanding principal
amount of the Loans plus the LC Exposure ("Deficiency"), then the
Borrower shall immediately prepay such Deficiency. At the end of the
Initial Period, the Borrower must immediately prepay the amount that
the aggregate outstanding principal amount of the Loans plus the LC
Exposure exceeds the Threshold Amount."
6. Section 2.08 of the Credit Agreement is hereby amended to read
as follows:
"Section 2.08 Borrowing Base and Threshold Amount.
(a) The Borrowing Base shall be determined in accordance
with Section 2.08(b) by the Agent with the concurrence of the Super
Majority Lenders and is subject to redetermination in accordance with
Section 2.08(d). Upon any redetermination of the Borrowing Base, such
redetermination shall remain in effect until the next successive
Redetermination Date. "Redetermination Date" shall mean the date that
the redetermined Borrowing Base becomes effective subject to the
notice requirements specified in Section 2.08(f) both for scheduled
redeterminations and unscheduled redeterminations. So long as any of
the Commitments are in effect or any LC Exposure or Loans are
outstanding hereunder, this facility shall be governed by the then
effective Borrowing Base. During the Initial Period the amount of the
Borrowing Base shall be $450,000,000 and the amount of the Threshold
Amount shall be $400,000,000. During the Initial Period, the
Borrowing Base and the Threshold Amount shall be reduced or
redetermined upon the occurrence of a Redetermination Event. Upon the
occurrence of a Redetermination Event, the Borrowing Base (and, in the
case of a sale of Oil and Gas Properties of the Borrower or any
Subsidiary, the Threshold Amount) will be reduced by an amount equal
to the net proceeds received by the Borrower and any Subsidiary as a
result of the Redetermination Event, and upon the occurrence of a
Redetermination Event as a result of the issuance of subordinated Debt
by the Borrower, the Threshold Amount will be redetermined as
determined in the sole discretion of the Super Majority Lenders;
provided that, in lieu of any such reductions or redeterminations, the
Borrower may terminate the Initial Period and initiate its optional
unscheduled redetermination of the Borrowing Base as provided in
Section 2.08(d) by providing to the Lenders an acceptable Reserve
Report within ten (10) Business Days of such Redetermination Event.
(b) Upon receipt of the reports required by Section 8.07
and such other reports, data and supplemental information as may from
time to time be reasonably requested by the Agent (the "Engineering
Reports"), each Lender will evaluate the Oil and Gas Properties
contained in such Engineering Reports. Such evaluations will be in
accordance with its normal and customary procedures for evaluating oil
and gas reserves and other related assets as such exist at that
particular time. Each Lender, in its sole discretion, may make
adjustments to the rates, volumes and prices and other assumptions set
forth therein in accordance with its normal and customary procedures
for evaluating oil and gas reserves and other related assets as such
exist at that particular time. The Agent shall propose to the
-4-
5
Lenders the new Borrowing Base (or in connection with the April 15,
1998 Scheduled Redetermination Date, the Threshold Amount) within 30
days following receipt by the Agent and the Lenders of the Engineering
Reports in a timely and complete manner. After having received notice
of such proposal by the Agent, the each Lender shall have 15 days to
agree or disagree with such proposal. If at the end of the 15 days,
any Lender has not communicated its approval or disapproval, such
silence shall be deemed to be an approval. If however, the Super
Majority Lenders shall not have approved or shall not have been deemed
to have approved the new Borrowing Base (or in connection with the
April 15, 1998 Scheduled Redetermination Date, the Threshold Amount)
within 15 days, the Agent and the Super Majority Lenders shall, within
a reasonable period of time, agree on the new Borrowing Base (or in
connection with the April 15, 1998 Scheduled Redetermination Date, the
Threshold Amount). During the Initial Period the Borrowing Base
shall not be less than the Threshold Amount. At the end of the
Initial Period, the Borrowing Base shall automatically be reduced to
equal the Threshold Amount outstanding on such date. After such date,
the Borrowing Base shall always equal the Threshold Amount, and any
reference to the Borrowing Base shall be deemed to be a reference to
the Threshold Amount where applicable and vice versa.
(c) The Agent may exclude any Oil and Gas Property or
portion of production therefrom or any income from any other Property
from the Borrowing Base, at any time, because title information is not
reasonably satisfactory.
(d) So long as any of the Commitments are in effect and
until payment in full of all Loans hereunder, on or around the
fifteenth day of each April, (each being a "Scheduled Redetermination
Date"), the Super Majority Lenders shall redetermine the amount of the
Threshold Amount on April 15, 1998 and commencing on April 15, 1999,
the Borrowing Base in accordance with Section 2.08(b). In addition,
after the Initial Period, the Super Majority Lenders or the Borrower
may initiate a redetermination of the Borrowing Base at any other time
as they so elect; provided, however, that the Borrower and the Super
Majority Lenders may each initiate only one such unscheduled
redetermination during any consecutive twelve (12) month period. In
the event of a redetermination initiated by the Super Majority
Lenders, the Agent will specify in writing to the Borrower the date on
which the Borrower is to furnish a Reserve Report in accordance with
Section 8.07(b) and the date on which such redetermination is to
occur.
(e) The Agent shall promptly notify in writing the
Borrower and the Lenders of the new Borrowing Base or Threshold
Amount. Any redetermination of the Borrowing Base or Threshold Amount
shall not be in effect until written notice is received by the
Borrower."
7. The Credit Agreement is hereby amended by adding the following
Section 7.22:
"Section 7.22 Amoco Acquisition.
(a) The Borrower has the full power and authority under
its certificate or articles of incorporation, its bylaws and the laws
of the state of its incorporation to execute, deliver and perform its
obligations under any agreements, instruments, documents and
certificates
-5-
6
executed in connection with the Amoco Acquisition (collectively, the
"Amoco Acquisition Documents") to which it is a party and all
corporate action requisite for the execution, delivery and performance
by it of the Amoco Acquisition Documents to which it is a party has
been duly and effectively taken.
(b) The execution, delivery and performance by the
Borrower of the Amoco Acquisition Documents do not and will not (i)
violate any provision of either (A) its certificate or articles of
incorporation and bylaws or (B) in any material respect, any material
contract, agreement, instrument or Governmental Requirement to which
it is subject, except as disclosed to the Agent in writing or (ii)
result in the creation of or imposition of any Lien upon any of its
Property, other than those permitted under Section 9.02 of this
Agreement.
(c) The execution, delivery and performance by the
Borrower of the Amoco Acquisition Documents do not require the consent
or approval of any other Person, including any Governmental Authority,
except for such consents or approvals that have been obtained or where
the failure to obtain such consent or approval would not have a
Material Adverse Effect or except the consent and approval by the
applicable state or federal agency to the assignments of interests in
the Amoco Properties which are state or federal oil and gas leases
from Amoco Production Company to Borrower, which consent and approval
is customarily obtained subsequent to the execution and delivery of
such assignments and which Borrower reasonably believes will be
forthcoming, or except as disclosed to the Agent in writing.
(d) Except as disclosed to the Agent in writing, there
are no legal or arbitrational proceedings by or before any
Governmental Authority, now pending or threatened against the Amoco
Acquisition, any Amoco Acquisition Document or against any Amoco
Property.
(e) The copies of the Amoco Acquisition Documents
previously delivered by the Borrower to the Agent are complete and
accurate copies thereof and have not been amended or modified in any
manner. The Amoco Acquisition Documents have been duly authorized,
executed and delivered by the other parties thereto. The Amoco
Acquisition Documents are valid, binding and enforceable against the
parties thereto except as limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
rights of creditors generally and general principles of equity. No
party to an Amoco Acquisition Document is in default thereunder.
(f) Immediately after the Amoco Acquisition the Borrower
shall own all of the Amoco Properties evaluated by the Amoco Reserve
Report except as a result of a sale which is permitted by Section
9.15(iv), and the representations in Sections 7.10 and 7.17 shall be
true and correct as to the Amoco Properties."
8. The Credit Agreement is hereby amended by adding the following
Section 8.10:
"Section 8.10 Additional Collateral.
(a) If the Borrower has not completed a Designated
Transaction on or before June 30, 1998, the Borrower shall, and shall
cause its Subsidiaries to, within thirty (30) days
-6-
7
thereafter grant to the Agent as security for the Indebtedness a
first-priority Lien (subject only to Liens permitted by Section 9.02)
on the Borrower's and its Subsidiaries' interest in any Oil and Gas
Properties not already subject to a Lien of the Security Instruments,
so that at all times the value of the Oil and Gas Properties subject
to first-priority Liens securing the Indebtedness shall equal or
exceed 75% of the value of all of the Borrower's and its Subsidiaries'
Oil and Gas Properties that are included in the Borrowing Base as set
forth in the most recently delivered Reserve Report on a net
discounted basis discounted at 10% per annum. Such Lien will be
created and perfected by and in accordance with the provisions of
deeds of trust, security agreements and financing statements, or other
Security Instruments, all in form and substance satisfactory to the
Agent in its sole discretion and in sufficient executed (and
acknowledged where necessary or appropriate) counterparts for
recording purposes.
(b) Also, promptly after the filing of any new Security
Instrument in any state, upon the reasonable request of the Agent, the
Borrower will provide to the Agent an opinion addressed to the Agent
for the benefit of the Lenders in form and substance satisfactory to
the Agent in its sole discretion from counsel acceptable to Agent,
stating that the Security Instrument creates a lien on the collateral
described therein to the extent of Borrower's interest in such
collateral and in legally sufficient form for such jurisdiction.
9. Section 9.15(v) of the Credit Agreement is hereby deleted:
10. Annex I of the Credit Agreement is hereby replaced by Annex I
to this Amendment.
11. This Amendment shall become binding on the Lenders when, and
only when, the following conditions shall have been satisfied and the Agent
shall have received each of the following, as applicable, in form and
substance satisfactory to the Agent or its counsel:
(a) A certificate of the Secretary or an Assistant
Secretary of each of the Borrower and each Subsidiary executing a
Loan Document setting forth (i) resolutions of its board of directors
with respect to its authorization to execute and deliver the Loan
Documents to which it is a party and to enter into the transactions
contemplated in those documents including the Amoco Acquisition, (ii)
its officers (y) who are authorized to sign the Loan Documents to
which it is a party and (z) who will, until replaced by another
officer or officers duly authorized for that purpose, act as its
representative for the purposes of signing documents and giving
notices and other communications in connection with this Agreement and
the transactions contemplated hereby, (iii) specimen signatures of the
authorized officers, and (iv) amendments to its articles or
certificate of incorporation and bylaws adopted since the last such
certificated delivered to the Agent, certified as being true and
complete. The Agent and the Lenders may conclusively rely on such
certificate until the Agent receives notice in writing from the
Borrower to the contrary.
(b) counterparts of this Amendment executed by the
Borrower and the Lenders;
(c) new Notes where applicable duly completed and
executed by the Borrower;
-7-
8
(d) counterparts of amendments to the Security
Instruments executed (and acknowledged where necessary or appropriate)
by the Borrower or any Subsidiary that is a party thereto;
(e) completion of an environmental due diligence review
of the Amoco Properties;
(f) the Borrower shall have contemporaneously purchased
and received an assignment of all of the Amoco Properties;
(g) the Agent shall have received (i) a certificate of a
Responsible Officer of the Borrower certifying that the Borrower has
purchased and received assignments of all of the Amoco Properties
included in the Amoco Reserve Report, except as a result of a sale
which is permitted by Section 9.15(iv) of the Credit Agreement, (ii) a
true and complete executed copy of the Amoco Purchase and Sale
Agreement, said agreements being in form and substance reasonably
satisfactory to the Agent, and being certified by such Responsible
Officer as being in full force and effect, (iii) a true and complete
executed counterpart of the opinions of counsel to each of the
Borrower and Amoco delivered in connection with the Amoco Acquisition,
in each case either addressed to the Agent and the Lenders or
accompanied with a letter from the issuer thereof granting to the
Agent and the Lenders the right to rely on the opinions set forth
therein, and (iv) such other related documents and information as the
Agent shall have reasonably requested;
(h) An opinion of Xxxxx X. Xxxxxxx, general counsel of
the Borrower;
(i) the conditions set forth in Section 6.02 of the
Credit Agreement shall have been satisfied as of such date;
(j) an amendment fee of $1,350,000 for the pro rata
benefit of each Lender;
(k) other fees payable pursuant to the letter between the
Agent and the Borrower; and
(l) such other documents as it or its counsel may
reasonably request.
13. The parties hereto hereby acknowledge and agree that, except
as specifically supplemented and amended, changed or modified hereby, the
Credit Agreement shall remain in full force and effect in accordance with its
terms.
14. The Borrower hereby reaffirms that as of the date of this
Amendment, the representations and warranties contained in Article VII of the
Credit Agreement are true and correct on the date hereof as though made on and
as of the date of this Amendment, except as such representations and warranties
are expressly limited to an earlier date.
-8-
9
15. THIS AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY
AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
16. This Amendment may be executed in two or more counterparts,
and it shall not be necessary that the signatures of all parties hereto be
contained on any one counterpart hereof; each counterpart shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
-9-
10
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date set forth in the opening paragraph of this Amendment.
BORROWER: HS RESOURCES, INC.
By: /s/ XXXXX X. XXXXXXX
----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
LENDER AND AGENT: THE CHASE MANHATTAN BANK
By: /s/ XXXX XX XXXXXXXX
----------------------------
Name: Xxxx Xx Xxxxxxxx
Title:
LENDERS: CIBC, INC.
By: /s/ XXXXXXXXXX X. XXXXXXX
----------------------------
Name: Xxxxxxxxxx X. Xxxxxxx
Title: Authorized Signatory
XXXXX FARGO BANK, N.A.
By: /s/ XXXX XXXXXXXXX
----------------------------
Name: Xxxx Xxxxxxxxx
Title: Relationship Manager
S-1
11
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ [ILLEGIBLE]
----------------------------
Name: ILLEGIBLE
Title: Senior Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ XXXXXXX XXXXXXXXX
----------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
ROYAL BANK OF CANADA
By: /s/ XXX X. XXXXXX
----------------------------
Name: Xxx X. Xxxxxx
Title: Senior Manager
DEN NORSKE BANK ASA
By: /s/ XXXXXXX X. XXXXX
----------------------------
Name: Xxxxxxx X. Xxxxx
Title: First Vice President
By: /s/ J. XXXXXX XXXXXX
----------------------------
Name: J. Xxxxxx Xxxxxx
Title: Vice President
MEESPIERSON, N.V.
By: /s/ XXXXX XXXXXX
----------------------------
Name: Xxxxx Xxxxxx
Title: Managing Director
S-2
12
ABN AMRO BANK N.V.
San Francisco International Branch
By: /s/ XXXXXXXX X. XXXXX
----------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Assistant Vice President
By: /s/ XXXXXXX X. FRENCH
----------------------------
Name: Xxxxxxx X. French
Title: Group Vice President
& Director
FIRST UNION NATIONAL BANK
By: /s/ XXXXXXX X. XXXXXXXXXX
----------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
THE SANWA BANK, LIMITED
By: /s/ C. XXXXXXXX XXXXXX
----------------------------
Name: C. Xxxxxxxx Xxxxxx
Title: Senior Vice President
SOCIETE GENERALE
By: /s/ XXXXXXX X. XXXXX
----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
X-0
00
XXXXXX XXXXXXX
By: /s/ XXXXXX X. XXXXXXXX
----------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Managing Director
By: /s/ XXXXXXX X. XXXXXX
----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
CREDIT AGRICOLE INDOSUEZ
By: /s/ XXXXX XXXXX
----------------------------
Name: Xxxxx Xxxxx, F.V.P.
Title: Head of Corporate Banking
Chicago
By: /s/ XXXXXXXXX X. XXXXXX
----------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: First Vice President
S-4
14
RATIFICATION
Each of the undersigned (a "Guarantor") hereby agrees that its
liabilities under its respective Guaranty Agreement dated as of June 14, 1996,
as amended by First Amendment to Guaranty Agreement dated as of June 17, 1996
(each such Guaranty Agreement as amended called a "Guaranty"), guaranteeing the
indebtedness, obligations and liabilities under that certain Amended and
Restated Credit Agreement dated June 14, 1996, as amended by First Amendment to
Amended and Restated Credit Agreement dated as of June 17, 1996, Second
Amendment to Amended and Restated Credit Agreement dated as of November 27,
1996 and the foregoing Third Amendment to Amended and Restated Credit Agreement
dated as of December 15, 1997 shall remain enforceable against such Guarantor
in accordance with the terms of its Guaranty and shall not be reduced, altered,
limited, lessened or in any way affected by the execution and delivery of this
Third Amendment to Amended and Restated Credit Agreement. Each Guarantor
hereby confirms and ratifies its liabilities under its Guaranty in all
respects.
ORION ACQUISITION, INC.
By: /s/ XXXXX X. XXXXXXX
----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
HSRTW, INC. (formerly known as HSR
Acquisition, Inc.)
By: /s/ XXXXX X. XXXXXXX
----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
S-5
15
ANNEX I
LIST OF MAXIMUM CREDIT AMOUNTS
Maximum
Name of Lender Percentage Share Credit Amount
-------------- ---------------- -------------
The Chase Manhattan Bank 10.0000000% $ 45,000,000
Xxxxx Fargo Bank, N.A. 8.8888888% $ 40,000,000
CIBC, Inc. 8.8888888% $ 40,000,000
Credit Lyonnais New York Branch 8.8888888% $ 40,000,000
Union Bank of California, N.A. 8.8888888% $ 40,000,000
Banque Paribas 8.8888888% $ 40,000,000
Royal Bank of Canada 7.0000000% $ 35,000,000
Den norske Bank ASA 7.7777777% $ 35,000,000
ABN AMRO Bank N.V. 6.6666666% $ 30,000,000
Societe Generale 6.6666666% $ 30,000,000
MeesPierson, N.V. 5.5555555% $ 25,000,000
First Union National Bank 4.0000000% $ 20,000,000
The Sanwa Bank, Limited 4.4444444% $ 20,000,000
Credit Agricole Indosuez 2.2222222% $ 10,000,000
---------- ------------
Totals 100% $450,000,000
