OMNIBUS AMENDMENT TO SECURITY DOCUMENTS
EXHIBIT
99.10
This OMNIBUS
AMENDMENT TO SECURITY DOCUMENTS (this “Amendment”) is dated as of September 19,
2008 and is entered into by and among South Texas Oil Company, a Nevada
corporation (“Company”), Southern
Texas Oil Company, a Texas corporation (“Southern Texas”), STO Operating
Company, a Texas corporation formerly known as Leexus Operating Company (“STO
Operating”), STO Properties LLC, a Texas limited liability company (“STO
Properties”), STO Drilling Company, a Texas corporation (“STO Drilling”;
each
such
corporation or limited liability company, including Company, is referred to
individually as a “Debtor” and, collectively, as the “Debtors”), Viking
Asset Management, LLC, a California limited liability company,
in
its
capacity as collateral agent for the “Buyers” (together with its successors and
assigns in such capacity, the “Secured Party”) party to the Purchase Agreement
(as described below), and such Buyers party hereto.
WHEREAS,
Company and the Buyers party thereto are parties to a certain Securities
Purchase Agreement
dated as of April 1, 2008 (as amended, restated, supplemented or otherwise
modified from time to time, the “Purchase Agreement”), pursuant to which, among
other things, Company sold to such Buyers the Initial Notes (as defined in
the
Purchase Agreement) and such Buyers purchased, subject to the terms of the
Purchase Agreement, Additional Notes (as defined in the Purchase
Agreement);
WHEREAS,
as required by the Purchase Agreement, the Debtors and Secured Party executed
and delivered an Amended and Restated Security Agreement, dated as of April
1,
2008 (as amended, restated, supplemented or otherwise modified from time to
time, the “Security Agreement”), pursuant to which, among other things, the
Debtors granted to Secured Party perfected, first priority security interests
in
substantially all of the assets of such Debtors, for the benefit of the holders
of the Obligations (as defined in the Security Agreement);
WHEREAS,
contemporaneously with the execution and delivery of the Security Agreement,
the
Debtors executed and delivered to the Secured Party various other Security
Documents (as defined in the Purchase Agreement) whereby the Debtors granted
to
Secured Party liens on and security interests in certain of their assets as
further collateral security for the Obligations;
WHEREAS,
contemporaneously with the execution and delivery of this Amendment, the
“Buyers” party thereto (the “Bridge Buyers”) and the Company are entering into a
certain Securities Purchase Agreement of even date herewith (as amended,
restated, supplemented or otherwise modified from time to time, the “Bridge
Purchase Agreement”), pursuant to which, among other things, Company will sell
to such Buyers from time to time as set forth in the Bridge Purchase Agreement
the “Bridge Notes” (as defined in the Bridge Purchase Agreement);
and
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WHEREAS,
the parties to the Security Documents desire to amend the Security Documents
on
the terms and subject to the conditions set forth herein.
NOW
THEREFORE, in consideration of the mutual conditions and agreements set forth
in
the Bridge Purchase Agreement, the other Transaction Documents (as defined
in
the Purchase Agreement) and this Amendment, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the
parties hereto hereby agree as follows:
1. Definitions.
Capitalized
terms used in this Amendment, unless otherwise defined herein, shall have the
meaning ascribed to such terms in the Purchase Agreement or, if not in the
Purchase Agreement, in the Security Documents (after giving effect to all
amendments thereto set forth herein), as applicable. In addition, the following
terms shall have the following meanings:
(a) “Bankruptcy
Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and
hereafter in effect, or any successor statute.
(b) “Bridge
Agent” means Viking Asset Management, LLC, a California limited liability
company, in its capacity as collateral agent for the Bridge Holders, and its
successors and assigns in such capacity.
(c) “Bridge
Documents” means the Bridge Purchase Agreement, the Bridge Notes, each of the
Bridge Security Documents (as defined in the Bridge Purchase Agreement), the
Conveyances of Limited Overriding Royalty Interests (as defined in the Bridge
Purchase Agreement), the Intercreditor Agreement (as defined in the Bridge
Purchase Agreement) and all other agreements, documents and instruments at
any
time executed and/or by any Debtor with, to or in favor of Bridge Agent or
any
Bridge Holder in connection therewith or related thereto, including this
Amendment.
(d) “Bridge
Holder” means (i) each Bridge Buyer, (ii) each holder of a Bridge Note and (iii)
each other holder of all or any portion of the Bridge Obligations, and their
respective successors and assigns, in each case in their capacities as such
(including any other lender or group of lenders that at any time succeeds to
or
refinances, replaces or substitutes for all or any portion of the Bridge
Obligations at any time and from time to time).
(e) “Bridge
Obligations” means any
and
all obligations, liabilities and indebtedness of every kind, nature and
description owing by any Debtor to the Bridge Agent and/or any Bridge Holder
evidenced by or arising under the Bridge Documents, whether direct or indirect,
absolute or contingent, joint or several, due or not due, primary or secondary,
liquidated or unliquidated, including principal, interest, charges, fees, costs,
indemnities and expenses, however evidenced, whether as principal, surety,
endorser, guarantor or otherwise, whether now existing or hereafter arising,
whether arising during or after the initial or any renewal term of the Bridge
Documents or after the commencement of any Insolvency Proceeding with respect
to
any Debtor (and including, without limitation, the payment of interest, fees,
costs and other charges which would accrue and become due but for the
commencement of such Insolvency Proceeding whether or not
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such
amount is allowed or allowable in whole or in part in any such Insolvency
Proceeding), and in each case, whether or not allowed or allowable in an
Insolvency Proceeding.
(f) “Collateral”
means all properties and assets of the Debtors granted, pledged, mortgaged,
hypothecated or otherwise assigned as collateral security for the Obligations,
including all “Collateral” as defined in the Security Agreement and any and all
collateral security provided by the Debtors under the Security
Documents.
(g) “Insolvency
Proceeding” means (i) any case, action or proceeding before any court or other
governmental authority relating to bankruptcy, reorganization, insolvency,
liquidation, receivership, dissolution, winding-up or relief of debtors, or
(ii)
any general assignment for the benefit of creditors, composition, marshaling
of
assets for creditors, or other, similar arrangement in respect of a person’s
creditors generally or any substantial portion of a person’s creditors, in each
case in the preceding clauses (i) and (ii), undertaken under U.S. Federal,
state, local or foreign law, including the Bankruptcy Code.
(h) “Intercreditor
Agreement” means that certain Intercreditor Agreement dated as of the date
hereof among the Bridge Agent, the Bridge Holders, the Secured Party and the
Buyers, as the same may be amended, restated, supplemented, or otherwise
modified from time to time.
(i) “Marquis”
shall mean Longview Marquis Master Fund, L.P., British Virgin Islands limited
partnership, and its successors and assigns.
2. Consent.
Secured
Party, Buyers and the Debtors hereby agree that notwithstanding anything to
the
contrary set forth in the Transaction Documents, the Debtors shall be entitled
to incur, on the date hereof, the Bridge Obligations and the related Liens
securing the Bridge Obligations. Buyers hereby agree that the incurrence of
the
Bridge Obligations or related Liens by the Debtors shall not constitute a
default or Event of Default under the Transaction Documents.
3. Amendments
to Security Documents and Other Agreements.
(a) Notwithstanding
anything set forth to the contrary in any of the Transaction Documents, the
proceeds of any collection, sale or other realization of all or any part of
the
Collateral, and any other cash at the time held by the Secured Party under
any
Security Document, shall be applied in accordance with Section 2.3 of the
Intercreditor Agreement.
(b) Notwithstanding
anything set forth to the contrary in any of the Transaction Documents, until
the payment in full in cash of the Senior Debt (as defined in the Intercreditor
Agreement), the Secured Party shall only take such action under the Security
Documents and/or with respect to the Collateral (whether in the nature of
foreclosure or other exercise of remedies against the Collateral, or otherwise)
as the Secured Party shall reasonably be directed by Marquis or as Marquis
shall
have consented to in writing (whether before, during or after the existence
of
an Event of Default or an event that with the giving of notice, or passage
of
time, would constitute an Event of Default). Each Buyer hereby authorizes
Secured Party to take, and Secured Party hereby agrees to take, any such action
under the Security Agreement or any other
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Transaction
Documents as Marquis shall reasonably direct (whether or not such action is
otherwise consented to by Majority Buyers).
(c) Subject
to the conditions set forth below, Section 2(b) of the Security Agreement is
amended and restated in its entirety to read as follows:
(b) This
Agreement is effective to create in favor of Secured Party a valid security
interest in and Lien upon all of such Debtor’s right, title and interest in and
to the Collateral, and, upon (i) the filing of appropriate Uniform Commercial
Code financing statements in the jurisdictions listed on Schedule I attached
hereto, and (ii) each Deposit Account (other than any accounts consisting solely
of an aggregate of up to $500,000 in cash collateral (in all such accounts
collectively), to the extent such cash collateral constitutes a Permitted Lien
described in clause (xi) of the definition thereof contained in Section 5(f)
of
the Purchase Agreement (such accounts, collectively, the “L/C Collateral
Accounts”) being subject to an Account Control Agreement (as hereinafter
defined) between the applicable Debtor and depositary institution and the
Secured Party on behalf of the Secured Party, such security interest will be
a
duly perfected first priority perfected security interest in all the Collateral
(other than Instruments not constituting Chattel Paper), and upon delivery
of
the Instruments to the Secured Party or its Representative, duly endorsed by
such Debtor or accompanied by appropriate instruments of transfer duly executed
by such Debtor, the security interest in the Instruments will be duly
perfected;
(d) Subject
to the conditions set forth below, the second sentence of Section 2(f) of the
Security Agreement is amended and restated in its entirety to read as follows:
No
Debtor
shall open any new Deposit Accounts (other than any L/C Collateral Account),
securities accounts, brokerage accounts or other accounts unless such Debtor
shall have given Secured Party ten (10) Business Days’ prior written notice of
its intention to open any such new accounts.
(e) Subject
to the conditions set forth below, Section 4.5(a) of the Security Agreement
is
amended and restated in its entirety to read as follows:
(a) On
or
prior to the date hereof, the Secured Party and each Debtor shall enter into
an
account control agreement or securities account control agreement, as
applicable, (each an “Account Control Agreement”), in a form specified by the
Secured Party, with each financial institution with which such Debtor maintains
from time to time any Deposit Accounts (general or special, but specifically
excluding the L/C Collateral Accounts), securities accounts, brokerage accounts
or other similar accounts, which financial institutions are set forth on
Schedule VI attached hereto. Pursuant to the Account Control Agreements and
pursuant hereto, each such Debtor grants and shall grant to the Secured Party
a
continuing lien upon, and security interest in, all such accounts and all funds
at any time paid, deposited, credited or held in such accounts (whether for
collection, provisionally or otherwise) or otherwise in the possession of such
financial institutions, and each such financial institution shall act as the
Secured Party’s agent in connection therewith. Following the date hereof, no
Debtor shall establish any
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Deposit
Account (other than L/C Collateral Accounts), securities account, brokerage
account or other similar account with any financial institution, unless the
Secured Party and such Debtor shall have previously entered into an Account
Control Agreement with such financial institution which purports to cover such
account. Other than xxxxx cash not exceeding $10,000 in the aggregate for all
Debtors and funds deposited in L/C Collateral Accounts, each Debtor shall
deposit and keep on deposit all of its funds into a Deposit Account which is
subject to an Account Control Agreement.
(f) Subject
to the conditions set forth below, Section 4.12 of the Security Agreement is
amended and restated in its entirety to read as follows:
4.12 Termination.
This
Agreement and the Liens and security interests granted hereunder shall not
terminate until the termination of the Purchase Agreement and the Notes and
the
full and complete performance and indefeasible satisfaction of all of the
Obligations (other than the Obligations owed or owing under or in respect of
the
Replacement Override Conveyances), whereupon the Secured Party shall forthwith
cause to be assigned, transferred and delivered, against receipt but without
any
recourse, warranty or representation whatsoever, any remaining Collateral to
or
on the order of Debtors. The Secured Party shall also execute and deliver to
Debtors upon such termination and at Debtors’ expense such Uniform Commercial
Code termination statements, certificates for terminating the liens on the
Motor
Vehicles (if any), and such other documentation as shall be reasonably requested
by Debtors to effect the termination and release of the Liens and security
interests in favor of the Secured Party affecting the Collateral.
4. Conditions.
This
Amendment shall be effective as of the date first set forth above upon the
execution and delivery of this Amendment by each Debtor, Secured Party and
each
Buyer. The date on which this Amendment is deemed effective shall be referred
to
herein as the “Omnibus Amendment Effective Date.”
5. Representations
and Warranties.
Each
party hereto hereby represents and warrants to each other party hereto
that:
(a) it
has
full power and authority to execute and deliver this Amendment, to perform
its
obligations hereunder, and that the execution, delivery and performance of
this
Amendment have been duly authorized by all requisite action on the part of
such
Person;
(b) upon
the
execution and delivery of this Amendment, this Amendment will be valid, binding
and enforceable upon it in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency or similar laws affecting
the enforcement of creditors rights generally or by equitable principles
relating to enforceability;
(c) no
approval, consent, exemption, authorization, or other action by, or notice
to,
or filing with, any court or governmental agency or any regulatory or
self-regulatory agency is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, it of this
Amendment;
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(d) the
execution and delivery of this Amendment by it, and the performance by it of
its
obligations hereunder, will not (i) result in a violation of the organizational
documents of such Person; or (ii) result in a violation of any law, rule,
regulation, order, judgment or decree applicable to such Person or by which
any
property or asset of such Person is bound or affected; and
(e) to
the
extent such person is a Debtor, (i) such Debtor is in compliance in all respects
with each of the Transaction Documents and Bridge Documents to which such Debtor
is a party and no Event of Default presently exists or would arise (whether
with
the giving of notice or the passage of time or both) from such Debtor entering
into this Amendment and (ii) the execution and delivery of this Amendment by
such Debtor, and the performance by such Debtor of its obligations hereunder,
will not conflict with, or constitute a breach or default (or an event which,
with the giving of notice or lapse of time or both, constitutes or would
constitute a breach or default) under, or give to others any right of
termination, amendment, acceleration or cancellation of, or other remedy with
respect to, any agreement, indenture or instrument to which such
Debtor.
6. Further
Assurances.
Each
party hereto covenants and agrees that it will at any time and from time to
time
do, execute, acknowledge and deliver, or will cause to be done, executed,
acknowledged and delivered, all such further acts, documents and instruments
as
reasonably may be required by the other parties hereto in order to effectuate
fully the intent of this Amendment.
7. Severability.
Any
provision of this Amendment held by a court of competent jurisdiction to be
invalid or unenforceable shall not impair or invalidate the remainder of this
Amendment and the effect thereof shall be confined to the provision so held
to
be invalid or unenforceable.
8. References. From
and
after the Omnibus Amendment Effective Date, any reference to any Security
Document contained in any document, instrument or agreement executed in
connection with such Security Document shall be deemed to be a reference to
such
Security Document as modified by this Amendment.
9. Counterparts.
This
Amendment and any amendments hereto may be executed and delivered in one or
more
counterparts, and by the different parties hereto in separate counterparts,
each
of which when executed shall be deemed to be an original, but all of which
taken
together shall constitute one and the same agreement, and shall become effective
when counterparts have been signed by each party hereto and delivered to the
other parties hereto, it being understood that all parties need not sign the
same counterpart. In the event that any signature to this Amendment or any
amendment hereto is delivered by facsimile transmission or by e-mail delivery
of
a “.pdf” format data file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof. At the request of any party, each
other
party shall promptly re-execute an original form of this Amendment or any
amendment hereto and deliver the same to the other party. No party
hereto
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shall
raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data
file to deliver a signature to this Amendment or any amendment hereto or the
fact that such signature was transmitted or communicated through the use of
a
facsimile machine or e-mail delivery of a “.pdf” format data file as a defense
to the formation or enforceability of a contract, and each party hereto forever
waives any such defense.
10. Ratification.
The
terms
and provisions set forth in this Amendment shall modify and supersede all
inconsistent terms and provisions of the Transaction Documents and the Bridge
Documents and shall not be deemed to be a consent to the modification or waiver
of any other term or condition of any of the Transaction Documents or Bridge
Documents. Except as expressly modified and superseded by this Amendment, the
terms and provisions of each of the Transaction Documents and Bridge Documents
are ratified and confirmed and shall continue in full force and
effect.
11. Reaffirmation.
Each of
the Debtors as debtor, grantor, pledgor, guarantor, assignor, or in any other
similar capacity in which such Debtor grants liens or security interests in
its
property or otherwise acts as accommodation party or guarantor, as the case
may
be, hereby (i) ratifies and reaffirms all of its payment and performance
obligations, contingent or otherwise, under each of the Transaction Documents
and Bridge Documents to which it is a party (after giving effect hereto) and
(ii) to the extent such Debtor granted Liens on or security interests in any
of
its property pursuant to any such Transaction Document or Bridge Document as
security for or otherwise guaranteed the Obligations or Bridge Obligations
under
or with respect to the Transaction Documents and/or Bridge Documents, ratifies
and reaffirms such guarantee and grant of security interests and Liens and
confirms and agrees that such security interests and Liens hereafter secure
all
of the Obligations and Bridge Obligations, as amended hereby. Each of the
Debtors hereby consents to this Amendment and acknowledges that each of the
Transaction Documents and Bridge Documents remains in full force and effect
and
is hereby ratified and reaffirmed. The execution of this Amendment shall not
operate as a waiver of any right, power or remedy of the Secured Party or
Buyers, constitute a waiver of any provision of any of the Transaction Documents
or Bridge Documents or serve to effect a novation of the Obligations or Bridge
Obligations.
12. Notices.
Any
notices, consents, waivers or other communications required or permitted to
be
given under the terms of this Amendment must be in writing and will be deemed
to
have been delivered: (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party);
or (iii) one (1) Business Day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to
receive the same. The addresses and facsimile numbers for such communications
shall be:
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If
to any
Debtor:
South
Texas Oil Company
000
X.
Xxxxxxxx Xxxx.
Xxxxx
0000
Xxx
Xxxxxxx, Xxxxx 00000
Facsimile:
(000)
000-0000
Attention:
Xxxxxxx X. Xxxxxxx,
Chief
Executive Officer and President
xxxxxxxx@xxxxxxxxxxxxx.xxx
With
a
copy to:
Corporate
Legal Solutions
6
Xxxxxxx’x Xxxxx Xxxx
Xxxxxxxxxx,
XX 00000-0000
Facsimile:
000-000-0000
Attention:
Xxx
X.
Xxxxxx, Xx., Esq.
xxxxxxxx@XxxxXxxxxXxxxxxxxx.xxx
If
to a
Buyer or Secured Party, to its address and facsimile number set forth in the
Purchase Agreement. Written confirmation of receipt (A) given by the recipient
of such notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender’s facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by a nationally recognized overnight delivery
service shall be rebuttable evidence of personal service, receipt by facsimile
or deposit with a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.
13. GOVERNING
LAW; JURISDICTION; JURY TRIAL. All
questions concerning the construction, validity, enforcement and interpretation
of this Amendment shall be governed by the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision
or
rule (whether of the State of New York or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State
of
New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of
the state and federal courts sitting in the New York City, Borough of Manhattan,
for the adjudication of any dispute hereunder or in connection herewith or
with
any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that
the
venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof by
registered or certified mail, return receipt requested, or by deposit with
a
nationally recognized overnight delivery service, to such party at the address
for such notices to it
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under
this Amendment and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT
TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AMENDMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.
14. No
Strict Construction.
The
language used in this Amendment will be deemed to be the language chosen by
the
parties to express their mutual intent, and no rules of strict construction
will
be applied against any party.
15. Survival.
The
representations and warranties of the Debtors contained in Section 5 of this
Amendment shall survive the Omnibus Amendment Effective Date.
16. Interpretative
Matters.
Unless
the context otherwise requires, (a) all references to Sections, Schedules
or Exhibits are to Sections, Schedules or Exhibits contained in or attached
to
this Amendment, (b) each accounting term not otherwise defined in this Amendment
has the meaning assigned to it in accordance with GAAP, (c) words in the
singular or plural include the singular and plural and pronouns stated in either
the masculine, the feminine or neuter gender shall include the masculine,
feminine and neuter, and (d) the use of the word “including” in this Agreement
shall be by way of example rather than limitation.
17. Equitable
Remedies.
The
parties hereto acknowledge that the provisions of this Amendment are reasonable
and necessary to protect the interests of the parties hereto, that any violation
of this Amendment will result in an irreparable injury to the aggrieved party
and that damages at law would not be reasonable or adequate compensation to
such
aggrieved party for violation of this Amendment and that, in addition to any
other available remedies, the aggrieved party shall be entitled to have the
provisions of this Amendment specifically enforced by preliminary and permanent
injunctive relief without the necessity of proving actual damages or posting
a
bond or other security to an equitable accounting of all earnings, profits
and
other benefits arising out of any violation of this Amendment.
18. Successors
and Assigns.
This
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of each of the parties hereto; provided, that no Debtor
shall assign or transfer its rights hereunder without the prior written consent
of the Secured Party. Secured Party, in such capacity as collateral agent,
may
assign its rights hereunder without the consent of Debtors, in which event
such
assignee shall be deemed to be Secured Party hereunder with respect to such
assigned rights.
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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed under seal and delivered by their respective duly authorized officers
on the date first written above.
DEBTORS:
SOUTH
TEXAS OIL COMPANY,
a
Nevada corporation
By:_______________________________
Name:_____________________________
Title:
______________________________
SOUTHERN
TEXAS OIL COMPANY,
a Texas
corporation
By:_______________________________
Name:_____________________________
Title:
______________________________
STO
OPERATING COMPANY,
a Texas
corporation
By:_______________________________
Name:_____________________________
Title:
______________________________
STO
PROPERTIES LLC,
a Texas
limited liability company
By:_______________________________
Name:_____________________________
Title:
______________________________
STO
DRILLING COMPANY,
a Texas
corporation
By:_______________________________
Name:_____________________________
Title:
______________________________
SECURED
PARTY:
VIKING
ASSET MANAGEMENT, LLC.,
in
its
capacity as collateral agent for the Buyers
By:________________________________
Name: S.
Xxxxxxx Xxxxxxx
Title:
Chief
Financial Officer
|
BUYERS:
|
THE
LONGVIEW FUND, L.P.,
a
California limited partnership
By:
Viking Asset Management, LLC
Its:
Investment Adviser
By:________________________________
Name:
S.
Xxxxxxx Xxxxxxx
Title:
Chief
Financial Officer
LONGVIEW
MARQUIS MASTER FUND, L.P.,
a
British
Virgin Islands limited partnership
By: Viking
Asset Management, LLC
Its: Investment
Advisor
By:________________________________
Name:
S.
Xxxxxxx Xxxxxxx
Title:
Chief
Financial Officer
