Contract
Exhibit
10.1
EXECUTION
COPY
AMENDMENT
NO. 1 AND AGREEMENT dated as of December 19, 2006 (this “Amendment”),
to
the Second Lien Credit Agreement dated as of July 21, 2005 (the
“Credit
Agreement”),
among
CARRIZO OIL & GAS, INC. (the “Borrower”),
CCBM,
INC. (“CCBM”),
CCLR,
INC. (“CLLR”),
the
Lenders (as defined therein) and CREDIT SUISSE, as administrative agent (in
such
capacity, the “Administrative
Agent”)
and as
collateral agent (in such capacity, the “Collateral
Agent”)
for
the Lenders.
A. Pursuant
to the Credit Agreement, the Lenders have extended credit to the
Borrower.
B. The
Borrower has requested that the existing Lenders or other persons that will
thereby become lenders (collectively, the “Additional
Lenders”)
make
Additional Term Loans (as defined below) to the Borrower on the Additional
Term
Loan Closing Date (as defined below), in an aggregate principal amount of
$75,000,000, subject to the terms and conditions set forth herein.
C. The
Borrower has further requested certain amendments to the Credit Agreement
as set
forth herein.
D. The
proceeds of the Additional Term Loans will be used by the Borrower for general
corporate purposes of the Borrower.
E. The
Additional Lenders are willing to make the Additional Term Loans and the
Lenders
are willing to agree to such amendments, in each case on the terms and subject
to the conditions set forth herein.
F. Capitalized
terms used but not defined herein shall have the meanings assigned to them
in
the Credit Agreement.
Accordingly,
in consideration of the mutual agreements herein contained and other good
and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION
1. Defined
Terms.
As used
in this Amendment, the following terms shall have the meanings set forth
below:
“Additional
Term Loan Commitment”
shall
mean, with respect to each Additional Lender, the commitment of such Additional
Lender to make Additional Term Loans on the Additional Term Loan Closing
Date as
set forth on Schedule I hereto. The aggregate amount of Additional Term Loan
Commitments is $75,000,000.
“Additional
Term Loans”
shall
mean the term loans made by the Additional Lenders to the Borrower pursuant
to
Section 2(a) hereof, the terms and
provisions
of which shall be identical to the existing Loans (as such terms are modified
pursuant to this Amendment).
SECTION
2. Additional
Term Loans. (a)
Subject
to the terms and conditions set forth herein and relying upon the
representations and warranties set forth herein and in the other Loan Documents,
each Additional Lender agrees, severally and not jointly, to make an Additional
Term Loan to the Borrower on the Additional Term Loan Closing Date in a
principal amount not to exceed its Additional Term Loan Commitment. Amounts
paid
or prepaid in respect of Additional Term Loans may not be
reborrowed.
(b)
The
Additional Term Loan Commitments shall automatically terminate upon the
earlier
to occur of (a) the making of the Additional Term Loans on the Additional
Term Loan Closing Date and (b) 5:00 p.m., New York City time, on
January 15, 2007.
(c)
Unless
the context shall otherwise require, the term “Loans” as used in the Credit
Agreement shall include the Additional Term Loans, and the term “Lenders” as
used herein and in the Credit Agreement shall include each person that
has an
Additional Term Loan Commitment or that has made an Additional Term Loan
(other
than any such person that has ceased to be a party to the Credit Agreement
pursuant to an Assignment and Acceptance).
SECTION
3. Amendments.
(a)
The
definition of the term “Applicable Percentage” set forth in Section 1.01 of the
Credit Agreement is hereby amended and restated in its entirety to read
as
follows:
““Applicable
Percentage”
shall
mean, for any day, (a) with respect to any Eurodollar Loan, 4.75%, or (b)
with
respect to any ABR Loan, 3.75%.”
(b)
The
definition of the term “Permitted Disposition” set forth in Section 1.01 of the
Credit Agreement is hereby amended by deleting the word “and” preceding
clause (g) and adding after clause (g) the following:
“and
(h)
of equity interests which the Borrower or any Guarantor holds in
Pinnacle”.
(c)
Effective
upon the making of the Additional Term Loans on the Additional Term Loan
Closing
Date, the table appearing in Section 2.11 (Repayment
of Borrowings)
of the
Credit Agreement is hereby amended and restated in its entirety to read
as
follows:
|
“Repayment
Date
|
Amount
|
|
December
31, 2006
|
$375,000
|
|
March
31, 2007
|
$562,500
|
|
June
30, 2007
|
$562,500
|
|
September
30, 2007
|
$562,500
|
|
December
31, 2007
|
$562,500
|
2
|
“Repayment
Date
|
Amount |
|
March
31, 2008
|
$562,500
|
|
June
30, 2008
|
$562,500
|
|
September
30, 2008
|
$562,500
|
|
December
31, 2008
|
$562,500
|
|
March
31, 2009
|
$562,500
|
|
June
30, 2009
|
$562,500
|
|
September
30, 2009
|
$562,500
|
|
December
31, 2009
|
$562,500
|
|
March
31, 2010
|
$562,500
|
|
June
30, 2010
|
$562,500
|
|
Maturity
Date
|
$214,875,000
|
(d)
Section
2.12(c) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:
“Optional
prepayments of Loans at any time during the applicable periods set forth
in this
Section
2.12(c)
shall be
accompanied by a payment of a prepayment fee in an amount (expressed as a
percentage of the principal amount of the Loans to be repaid) equal to
(i) 1.50%, if such prepayment occurs prior to the date that is two years
after the Closing Date or (ii) 0.50%, if such prepayment occurs after the
date
that is two years after the Closing Date, but on or prior to the date that
is
three years after the Closing Date.”.
(e)
Section
5.01(c)(iii)(x)(A) of the Credit Agreement is hereby amended by adding after
the
words “Section 6.02(a)” appearing therein the following:
“(other
than assignments of customary overrides, royalties, working interests in
exchange for a commitment of the transferee to bear a disproportionate share
of
the costs attributable to the oil and gas properties to which such interests
relate, and similar ordinary course transactions and Dispositions or series
of
related Dispositions of Proved Reserves with a fair market value not in excess
of $1,000,000)”.
(f)
Section
5.01(c)(iii)(y)(A) of the Credit Agreement is hereby amended by adding after
the
words “Section 6.02(b)” appearing therein the following:
“(other
than (I) assignments of customary overrides, royalties, working interests
in exchange for a commitment of the transferee to bear a disproportionate
share
of the costs attributable to the oil and gas properties to which such interests
relate and similar ordinary course transactions and Dispositions or series
of
related Dispositions of property and assets with a fair market value not
in
excess of $1,000,000 and (II) Permitted Dispositions)”.
(g)
Section
5.01(c)(iii)(y)(B) of the Credit Agreement is hereby amended by adding after
the
words “Section 6.02(b)” appearing therein the following:
3
“(it
being understood and agreed that the Borrower is not required under this
clause
(iii)(y)(B) to certify as to assets acquired during the applicable period
in the
ordinary course of business, but that only such assets (if any) satisfying
the
requirements of Section 6.02(b)(ii)(2) as to which such certification is
made will be netted from the basket amounts set forth in Section 6.02(b) as
contemplated by such Section)”.
(h)
Section
5.01(f) of the Credit Agreement is hereby amended by deleting the
following:
“and
containing pricing assumptions consistent with the definition of the term
“PV-10
Value””.
(i)
Section
5.07(b) of the Credit Agreement is hereby amended by replacing clause (i)
thereof in its entirety with the following:
“(i) 3.75
to 1.00 in the case of periods ending on December 31, 2006 through and
including December 31, 2007 and”.
(j)
Section
5.07(c) of the Credit Agreement is hereby amended by replacing clause (i)
thereof in its entirety with the following:
“1.50
to
1.00 in the case of the last day of any fiscal quarter ending on or before
December 31, 2007 and”.
(k)
Section
5.07(d) of the Credit Agreement is hereby amended by replacing clause (i)
thereof in its entirety with the following:
“2.75
to
1.00 in the case of the last day of any fiscal quarter ending on or before
December 31, 2007 and”.
(l)
Section
5.09(b) of the Credit Agreement is hereby amended by deleting the words “The
Borrower shall, each year, at the time of delivery of the annual financial
statements with respect to the preceding fiscal year pursuant to
Section 5.01(a),” appearing at the beginning of such clause and replacing
them with the following:
“If
requested by the Administrative Agent in writing, the Borrower shall reasonably
promptly after such request”.
(m)
Section
5.12 of the Credit Agreement is hereby amended by adding to the beginning
of the
second sentence the following:
“If
requested by the Administrative Agent in writing,”.
(n)
Sections
6.02(a) and (b) of the Credit Agreement are hereby amended by adding after
the
words “in any fiscal year” contained in subclauses (x) the
following:
4
“(with,
subject to the aggregate limitation set forth in the immediately succeeding
clause (y), any such amount not used in any fiscal year being carried forward
to
any subsequent fiscal year)”.
(o)
Section
6.06 of the Credit Agreement is hereby amended by deleting the “and” at the end
of clause (k) and adding clauses (m) and (n) as follows:
“(m)
Investments, loans or advances or acquisitions the consideration for which
consists solely of common equity interests of the Borrower, or made out of
the
net cash proceeds of a substantially contemporaneous issuance of common equity
interests of the Borrower; and
(n)
Equity interests in Pinnacle held by the Borrower or any Guarantor as of
the
effective date of Amendment No. 1 and Agreement dated as of
December 19, 2006, to this Agreement.”.
(p)
Section
6.06(e) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:
“Loans
by
the Borrower or a Guarantor to the Guarantors or capital contributions or
investments by the Borrower or a Guarantor in any Guarantor; provided,
however,
the
following loans, investments or capital contributions are excluded from this
part (e): loans, investments or capital contributions by the Borrower or
a
Guarantor to any Guarantor, if such Guarantor uses the proceeds of such loan,
contribution or investment to invest in Pinnacle or any other entity in which
the Borrower or such Guarantor owns an equity interest (other than a
Guarantor);”.
(q)
Section 6.06(j)
of the Credit Agreement is hereby amended by changing the reference in the
proviso thereto to “$1,000,000” to “$5,000,000”.
(r)
Section 6.06(l)
of the Credit Agreement is hereby amended by changing the reference in
clause (i) thereof to “$2,000,000” to “$5,000,000”.
(s)
Section 7.01(b)
of the Credit Agreement is hereby amended and restated in its entirety to
read
as follows:
“Default
Under This Agreement.
Should
the Borrower violate or fail to comply fully with any of the terms and
conditions of, or default under (i) any covenant, condition or agreement
contained in Section 5.03(a)(ii) (with respect to the maintenance of the
Borrower’s existence only), Section 5.02, 5.07 or Article VI or (ii)
any other covenant, condition or agreement (other than those referred to
in
clause (a) of this Section 7.01) and such default is not cured within
30 days after notice thereof from the Administrative Agent or any Lender to
the Borrower; provided,
however,
that
the cure period available for a default in the obligation to maintain insurance
coverages required hereby shall be 10 days.”.
5
SECTION
4. Other
Agreements.
The
Required Lenders hereby waive until April 2, 2007 compliance by the Borrower
with Section 5.14(a) of the Credit Agreement.
SECTION
5. Representations
and Warranties.
To
induce the other parties hereto to enter into this Amendment, the Borrower
represents and warrants to the Administrative Agent, the Collateral Agent and
each of the Lenders that, as of the Amendment Effective Date (as defined
below):
(a)
This
Amendment has been duly authorized, executed and delivered by the Borrower
and
each Guarantor and the Credit Agreement, as amended hereby, constitutes a legal,
valid and binding obligation of the Borrower and each Guarantor and this
Amendment constitutes a legal, valid and binding obligation of the Borrower
and
each Guarantor.
(b)
The
representations and warranties set forth in Article IV of the Credit Agreement,
after giving effect to this Amendment, are true and correct in all material
respects on and as of the Amendment Effective Date with the same effect as
though made on and as of the Amendment Effective Date, except to the extent
such
representations and warranties expressly relate to an earlier date (in which
case such representations and warranties were true and correct in all material
respects as of such earlier date); provided
that
(i) the reference in the last sentence of Section 4.02 of the Credit
Agreement to “December 31, 2004” shall be deemed to refer to
“December 31, 2005”, (ii) each reference to Schedule 4.03 in
Section 4.03 of the Credit Agreement (other than the first such reference)
shall be deemed to be a reference to the most recent Reserve Report delivered
pursuant to Section 5.01(e) or (g) of the Credit Agreement and
(iii) Section 4.12 of the Credit Agreement shall be deemed to read in
its entirety “Intentionally Omitted”.
(c)
No
Default or Event of Default has occurred and is continuing.
SECTION
6. Effectiveness. (a)
This
Amendment shall become effective as of the date first set forth above on the
date (the “Amendment
Effective Date”)
on
which the Administrative Agent (or its counsel) shall have received counterparts
of this Amendment that, when taken together, bear the signatures of the
Borrower, each Guarantor, the Administrative Agent and the Requisite Lenders.
As
used herein, the term “Requisite Lenders” shall mean each Lender,
including each Additional Lender.
(b)
The
obligations of the Lenders with Additional Term Loan Commitments to make
Additional Term Loans are subject to the satisfaction of each of the following
conditions (the date on which such conditions are satisfied, the “Additional
Term Loan Closing Date”):
(i) The
Borrower
and each Guarantor that is to be a party thereto shall have executed and
delivered to the Administrative Agent this Amendment, modifications or
supplements to the Mortgages reflecting the making of the Additional Term
Loans
as reasonably requested by the Collateral Agent and all other documents required
by this Amendment or the Credit Agreement (including a promissory note that
complies with the requirements of Section
6
2.04(e)
in favor of each Additional Lender that has requested a promissory note),
all in
form and substance and in such number of counterparts as may be required
by the
Administrative Agent;
(ii) The
representations, warranties, and covenants of the Borrower as set forth
in the
Credit Agreement, or in any Related Document furnished to the Administrative
Agent and/or any Lender in connection therewith, shall be and remain true
and
correct as of such date (except to the extent specifically limited to a
specified date);
(iii) The
Administrative Agent shall have received favorable legal opinions of
(i) counsel to the Borrower and the Guarantors covering the transactions
contemplated by this Amendment and (ii) special Louisiana counsel to the
Administrative Agent and Collateral Agent covering the enforceability and
recordability of the modifications or supplements to the Mortgages relating
to
properties in Louisiana reflecting the making of the Additional Term Loans
as
reasonably requested by the Collateral Agent, in each case, in form, scope
and
substance satisfactory to the Administrative Agent;
(iv) The
Administrative Agent shall have received certified resolutions of the Borrower
and each Guarantor authorizing the execution of all documents and instruments
contemplated by this Amendment;
(v) The
Administrative Agent shall have received all fees, charges and expenses
which
are due and payable as specified in this Amendment, the Credit Agreement
and any
other Loan Documents to be entered into on or prior to the Additional Term
Loan
Closing Date, including, to the extent invoiced, reimbursement or payment
of all
out-of-pocket expenses required to be reimbursed or paid by the Borrower
hereunder, under any Related Document to be entered into on or prior to
the
Additional Term Loan Closing Date or under any engagement or fee letter
between
the Borrower and the Administrative Agent (or any of its affiliates) relating
to
the credit facilities contemplated hereby;
(vi) No
Default or Event of Default shall exist or shall result from the making
of an
Additional Term Loan;
(vii)
The Administrative Agent shall have received the articles of incorporation
and
bylaws, as amended, of each of the Borrower and each Guarantor ((x) in the
case of such articles of incorporation, certified as of a recent date by
the
Secretary of State of the state of its organization and together with a
certificate as to the good standing of each of the Borrower and each Guarantor
as of a recent date, from such Secretary of State and (y) in the case of
such bylaws, certified by the Secretary or Assistant Secretary of the Borrower
and such Guarantor and together with such incumbency certificates as the
Administrative Agent shall reasonably request), and the Administrative
7
Agent’s
counsel shall have reviewed the foregoing documents and shall be satisfied
with
the validity, due authorization and enforceability thereof and of all
Related
Documents and with all other legal matters incident to this Agreement,
the
Borrowings and extensions of credit hereunder and the Related
Documents;
(vii) The
Administrative Agent shall have received evidence acceptable to it and
its
counsel that the security interests created pursuant to the Collateral
Documents
shall continue to have a first priority position, subject only to Permitted
Encumbrances and the Intercreditor Agreement;
(ix) The
Borrower shall have complied with the procedures set forth in the Credit
Agreement for the making of Loans, including delivery to the Administrative
Agent of a notice of Borrowing as required by Section 2.03 (with the
reference to the Closing Date in the first sentence thereof deemed to
be a
reference to the Additional Term Loan Closing Date);
(x) There
shall have occurred no Material Adverse Effect since December 31,
2005;
(xi) The
Additional Lenders shall be reasonably satisfied with their review prior
to the
date hereof of all environmental matters related to the Borrower and
the
Mortgaged Properties;
(xii) To
the
extent requested by Administrative Agent and required by the Loan Documents,
the
Borrower shall have executed and delivered to the Administrative Agent
blank
form letters in lieu of division orders, in form and substance satisfactory
to
the Administrative Agent;
(xiii) The
Administrative Agent shall have received a copy of the most recent reports
required to be delivered pursuant to Sections 5.01(e), (f) and (g) of the
Credit Agreement, and the substance of such reports shall be satisfactory
to the
Additional Lenders;
(xiv) The
Administrative Agent shall have received a certificate, dated the date
hereof
and signed by the chief financial officer of the Borrower, confirming
compliance
with the conditions precedent set forth in clauses (ii) and (vi)
above;
(xv) The
Administrative Agent shall have received evidence acceptable to the
Administrative Agent and its counsel that the Revolving Credit Agreement
has
been amended pursuant to an amendment in form and substance reasonably
satisfactory to the Administrative Agent that, among other things, permits
the
Borrower to incur the indebtedness represented by the Additional Term
Loans;
(xvi) The
Additional Lenders
shall have received, to the extent requested, all documentation and other
information required by regulatory
8
authorities
under applicable “know your customer” and anti-money laundering rules and
regulations, including the USA Patriot Act; and
(xvii) The
Collateral Agent shall have received a certificate, dated the Additional
Term
Loan Closing Date and signed by an officer of the Borrower, certifying that,
except as set forth on any schedule attached thereto, the information
set forth
on the Perfection Certificate is complete, correct and accurate as
of the
Additional Term Loan Closing Date.
SECTION
7. Effect
of Amendment.
Except
as expressly set forth herein, this Amendment shall not by implication
or
otherwise limit, impair, constitute a waiver of, or otherwise affect
the rights
and remedies of the Lenders, the Collateral Agent or the Administrative
Agent
under the Credit Agreement or any other Loan Document, and shall not
alter,
modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other
Loan
Document, all of which are ratified and affirmed in all respects and
shall
continue in full force and effect. Nothing herein shall be deemed to
entitle any
Loan Party to a consent to, or a waiver, amendment, modification or
other change
of, any of the terms, conditions, obligations, covenants or agreements
contained
in the Credit Agreement or any other Loan Document in similar or different
circumstances. This Amendment shall apply and be effective only with
respect to
the provisions of the Credit Agreement specifically referred to herein.
After
the date hereof, any reference to the Credit Agreement shall mean the
Credit
Agreement, as modified hereby. This Amendment shall constitute a “Loan Document”
for all purposes of the Credit Agreement and the other Loan
Documents.
SECTION
8. Counterparts.
This
Amendment may be executed in any number of counterparts and by different
parties
hereto in separate counterparts, each of which when so executed and
delivered
shall be deemed an original, but all such counterparts together shall
constitute
but one and the same contract. Delivery of an executed counterpart
of a
signature page of this Amendment by facsimile transmission shall be
as effective
as delivery of a manually executed counterpart hereof.
SECTION
9. Applicable
Law. THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF
THE STATE OF NEW YORK.
SECTION
10. Headings.
The
headings of this Amendment are for purposes of reference only and shall
not
limit or otherwise affect the meaning hereof.
SECTION
11. Expenses.
The
Borrower agrees to reimburse the Administrative Agent for all reasonable
out-of-pocket expenses incurred in connection with this Amendment,
including the
reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx
LLP, counsel for the Administrative Agent.
SECTION
12. Acknowledgment
of
Guarantors.
Each of
the Guarantors hereby acknowledges receipt and notice of, and consents
to the
terms of, this Amendment, and
9
affirms
and confirms its guarantee of the Indebtedness and, if applicable,
the pledge of
and/or grant of a security interest in its assets as Collateral to
secure the
Indebtedness, all as provided in the Collateral Documents, and acknowledges
and
agrees that such guarantee, pledge and/or grant of security interest
continue in
full force and effect in respect of, and to secure, the Indebtedness
under the
Credit Agreement, as amended hereby, and the other Loan Documents
and that such
Indebtedness shall include all obligations in respect of the Additional
Term
Loans.
[Remainder
of page intentionally left blank]
10
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly
executed by their respective authorized officers as of the day
and year first
above written.
|
CARRIZO
OIL & GAS, INC.,
|
||
| |
|
|
|
By
|
/s/
Xxxx X. Xxxxxx
|
|
|
Name: Xxxx
X. Xxxxxx
|
||
|
Title: Vice
President and Chief Financial
Officer
|
||
|
CCBM,
INC.,
|
||
| |
|
|
| By |
/s/
Xxxx X. Xxxxxx
|
|
|
Name: Xxxx
X. Xxxxxx
|
||
|
Title: Vice
President and Chief Financial
Officer
|
||
|
CLLR,
INC.,
|
||
| |
|
|
| By | /s/
Xxxx X. Xxxxxx
|
|
|
Name: Xxxx
X. Xxxxxx
|
||
|
Title: Vice
President and Chief Financial
Officer
|
||
|
CREDIT
SUISSE, CAYMAN ISLANDS BRANCH, individually, and as Administrative
Agent
and Collateral Agent,
|
||
| |
|
|
| By |
/s/
Xxxxx Xxxxxx
|
|
|
Name:
Xxxxx Xxxxxx
|
||
|
Title:
Managing Director
|
||
|
By
|
/s/
Xxxxx Xxxxx
|
|
| Name: Xxxxx Xxxxx | ||
| Title: Associate | ||
SIGNATURE
PAGE TO
AMENDMENT
NO. 1 AND AGREEMENT
TO
CARRIZO OIL & GAS, INC.
Name
of
Lender:______________________________________
|
By |
||
|
Name:
|
||
|
Title:
|
||
|
By
|
|
|
| Name: | ||
| Title: | ||
SCHEDULE
I
LENDERS
AND ADDITIONAL TERM LOAN COMMITMENT
|
Additional
Lender
|
Additional
Term
Loan
Commitment
|
|
Alexandra
Investment Management
|
500,000.00
|
|
Xxxxxx
Xxxxxx Arb
|
2,750,000.00
|
|
Bank
of America Prop
|
4,250,000.00
|
|
Basso
|
2,250,000.00
|
|
Blackrock
/ Xxxxxxx Xxxxx Asset Management
|
750,000.00
|
|
LaSalle
/ Boldwater CBNA Loan Funding
|
-
|
|
Cedarview
Capital
|
1,250,000.00
|
|
Credit
Suisse
|
2,450,000.00
|
|
CSAM/Credit
Suisse Asset Management
|
1,250,000.00
|
|
CSFB
International
|
-
|
|
Deephaven
Capital Management
|
7,500,000.00
|
|
DMD
Special Situations, LLC
|
2,000,000.00
|
|
Goldentree
Management
|
1,000,000.00
|
|
Xxxxxxx
Sachs Special Situations
|
1,750,000.00
|
|
GSO
|
5,250,000.00
|
|
Halcyon
|
1,000,000.00
|
|
Highland
Capital
|
3,250,000.00
|
|
K
Street Capital
|
1,750,000.00
|
|
Xxxxx
Xxxxxxxx Capital
|
7,250,000.00
|
|
MJX
Asset Management
|
1,750,000.00
|
|
MSD
Captial
|
4,250,000.00
|
|
Nationwide
Mutual
|
500,000.00
|
|
Par
IV Capital Management LLC
|
6,000,000.00
|
|
Post
Advisory
|
350,000.00
|
|
Trilogy
Capital, LLC
|
1,250,000.00
|
|
Whippoorwill
|
14,700,000.00
|
|
Total
|
$75,000,000.00
|
