CASH COLLATERAL AGREEMENT
CASH COLLATERAL AGREEMENT
dated as of February 14, 2008 (as amended, restated, supplemented or otherwise
modified from time to time, this “Agreement”)
among each of XXXXXX
XXX, an individual residing at 000 0xx Xxxxxx,
Xxx Xxxx, Xxx Xxxx, 00000 (“Pledgor”), PNC BANK, NATIONAL
ASSOCIATION, a national banking association, as depository institution
(the “Bank”) and PNC BANK, NATIONAL
ASSOCIATION, a national banking association as agent for the Lenders (as
defined below) party to the Loan Agreement referred to below (in such capacity,
“Agent”).
WHEREAS, reference is made to
the Revolving Credit, Term Loan and Security Agreement dated as of February 14,
2008 (as amended, modified, supplemented and/or restated from time to time, the
“Loan
Agreement”) among PNC Bank, National Association (“PNC”),
the various financial institutions named in or which hereafter become a party to
the Loan Agreement (PNC and such other various other financial institutions,
collectively, the “Lenders”),
Agent, Hybrook Resources Corp. (to be renamed Best Energy Services, Inc.), a
corporation organized under the laws of the State of Nevada (“Best”),
Xxx Xxxxxx Drilling Company, a corporation organized under the laws of the State
of Utah (“BBD”),
and Best Well Service, Inc., a corporation organized under the laws of the State
of Kansas (“BWS”)
(Best, BBD and BWS, each a “Borrower”,
and collectively “Borrowers”).
WHEREAS, as an inducement for
Agent and Lenders to make certain advances to Borrowers under the Loan
Agreement, Pledgor has agreed to enter into this Agreement;
NOW, THEREFORE, in
consideration of the premises and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree as
follows:
Section
1. Defined
Terms. Except as otherwise defined herein, terms defined in
the Loan Agreement are used herein as defined therein. The following
terms shall have the following meanings for purposes of this
Agreement:
“Account” shall have
the meaning assigned to such term in Section 2 hereof.
“Obligations” shall
mean, collectively, all obligations and liabilities of Borrowers
under the Loan Agreement, including, without limitation, principal, interest,
expenses relating or incidental to the enforcement or protection of the rights
of Agent and Lenders hereunder or thereunder, and all modifications, amendments,
replacements, extensions and renewals thereof and substitutions therefor,
whether now existing or hereafter at any time created, arising or incurred
without limit to amount, except as expressly stated in the Loan
Agreement.
“Side Collateral”
shall mean cash equal to the Side Collateral Amount, and all interest or other
income with respect to the Side Collateral and all proceeds thereof, deposited
to or for the credit of the Account.
“Side Collateral
Amount” shall mean $2,500,000, less the amount of any Side Collateral
which has been applied to the Obligations or released pursuant to Section 6
hereof.
Section
2. Establishment and
Maintenance of the Account.
(a) The
Pledgor shall transfer and deposit, in immediately available funds, an amount
equal to the Side Collateral Amount. The Side Collateral shall
be transferred to and deposited in immediately available funds in Account No.
31900325348 (the “Account”) in the name
of the Pledgor, which account shall be maintained at the Bank.
(b) Pledgor,
Agent and the Bank each hereby agree that (i) the Account shall be a segregated
non-demand, interest bearing deposit account used only for the purposes of this
Agreement and all amounts to the credit thereof shall be separate and
identifiable as credited to such Account, (ii) the Account shall at all times be
subject to the exclusive dominion and control of the Agent and (iii) except for
remittances permitted pursuant to Section 6 of this Agreement, the Pledgor shall
have no right or power to withdraw the Side Collateral from the Account and the
Agent is hereby authorized by the Pledgor to provide such instructions, and make
such notations on the records relating to the Account, to give effect to the
foregoing.
Section
3. Pledge
and Assignment of the Account. As collateral security for the
prompt payment in full when due (whether at stated maturity, by acceleration or
otherwise) of the Obligations, Pledgor does hereby pledge, grant and assign to
the Agent, for its benefit and for the ratable benefit of Lenders, a security
interest in, to and under, and a continuing lien on, the Side Collateral and the
Account.
Section
4. Withdrawal of
Deposits. All amounts and items deposited in the Account
shall remain in the Account until released or withdrawn in accordance with the
terms of this Agreement.
Section
5. Remedies. Upon
the occurrence and during the continuance of an Event of Default under the Loan
Agreement:
(a) The
Agent may, in addition to those rights and remedies which may be available to
the Agent under applicable law, at any time or from time to time, at its option
and without further demand or notice to Pledgor, withdraw or cause to be
withdrawn, charge, set-off or otherwise apply all or any part of the Side
Collateral against the Obligations in such order as it shall determine in its
sole discretion; and
(b) The
Agent may, in addition to the other rights and remedies provided for herein or
otherwise available to it, exercise all the rights and remedies of a secured
party under the Uniform Commercial Code as in effect in any applicable
jurisdiction.
No
failure on the part of the Agent or any of its agents to exercise, and no course
of dealing with respect to, or delay in exercising, any right, power or remedy
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise by the Agent or any of its agents of any right, power or remedy
hereunder preclude the exercise of any other right, power or
remedy. The remedies herein are cumulative and are not exclusive of
any remedies provided by law.
In
furtherance of the foregoing, Pledgor hereby expressly waives diligence,
presentment of payment, protest, demand of performance and all notices
whatsoever, and any requirement that the Agent exhaust any right, power or
remedy under the Loan Agreement or any Other Document, or against any person
under any guarantee of, or security for, any of the
Obligations. Notwithstanding anything to the contrary contained in
this Agreement, Agent shall use commercially reasonably efforts to notify
Pledgor of any Event of Default under the Loan Agreement, but any failure on the
part of Agent to provide such notice shall not prejudice its rights under this
Agreement.
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Pledgor
hereby agrees to pay all of the Agent’s expenses (including, without limitation,
reasonable legal fees and disbursements) of every kind directly related to any
dispute with Pledgor arising out of this Agreement, which obligation to
reimburse shall be secured under this Agreement and be deemed to be Obligations
for purposes hereof.
Section
6. Release of Side Collateral;
Termination.
(a) Pledgor
shall have to direct Agent from time to time to release any interest that has
accrued on the Side Collateral Amount and that is available for withdrawal from
the Account without penalty by the Bank, and upon receipt of such direction
Agent shall promptly remit or cause to be remitted to the Pledgor, without any
recourse to, or warranty or representation by the Agent whatsoever, any such
interest on the Side Collateral Amount.
(b) If
as of the date Agent receives the audited financial statements required to be
delivered to Agent and the Lenders pursuant to Section 9.7 of the Loan Agreement
(the “Audited Financial Statements”) for any fiscal year of the Borrowers,
commencing with the fiscal year ending December 31, 2008, (x) no Default or
Event of Default has occurred and is continuing under the Loan Agreement and (y)
such Audited Financial Statements demonstrate to Agent’s reasonably satisfaction
that the net income of the Borrowers on a Consolidated Basis was greater than
$4,000,000, then the Agent shall promptly remit or cause to be remitted to the
Pledgor, without any recourse to, or warranty or representation by the Agent
whatsoever, a portion of the Side Collateral Amount equal to 25% of the
difference between the Borrowers net income for such fiscal year (as
demonstrated by such Audited Financial Statements) and $4,000,000, so long as
after giving effect to the foregoing there shall be Undrawn Availability of not
less than $2,500,000.
(c) If,
after the Closing Date, Best issues any additional Equity Interests in
accordance with the Loan Agreement such that the aggregate amount of proceeds
received by Best from the issuance of Equity Interests in connection with the
Transactions (whether prior to or after the Closing Date) (such amount, the
“Aggregate Equity Proceeds”) exceeds $9,500,000 (the “Target Amount”), and the
proceeds of such issuance of Equity Interests are utilized to repay the
outstanding Advances under (and as required by) the Loan Agreement, then, so
long as no Default or Event of Default shall have occurred and be continuing,
the Agent shall s promptly (but in no event later than three (3) Business Days
after the repayment of the outstanding Advances under the Loan Agreement with
such proceeds) remit or cause to be remitted to the Pledgor, without any
recourse to, or warranty or representation by the Agent whatsoever, a portion of
the Side Collateral Amount equal to the amount by which the Aggregate Equity
Proceeds exceed the Target Amount.
(d) Ninety-one
(91) days after the (i) termination or expiration of the Loan Agreement, and
(ii) the payment in full in cash of all Obligations, this Agreement shall
terminate, and the Agent shall promptly remit or cause to be remitted to the
Pledgor, without any recourse to, or warranty or representation by the Agent
whatsoever, all of the Side Collateral in the Account.
Section
7. Representations and
Warranties. Pledgor represents and warrants to the Agent
as follows:
(a) The
execution, delivery and performance of this Agreement are within the capacity of
Pledgor.
(b) Except
as limited by any applicable bankruptcy, reorganization, insolvency, moratorium,
fraudulent conveyances and other similar laws, this Agreement
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constitutes
a legal, valid and binding obligation of Pledgor enforceable against Pledgor in
accordance with its terms.
(c) This
Agreement creates a valid, perfected and first priority security interest in the
Side Collateral, securing the payment of all Obligations.
(d) Pledgor
is the sole beneficial owner of the Side Collateral and no security interest,
lien, charge, encumbrance or other interest exists in favor of any Person except
for the Agent.
Section
8. Covenants of the
Pledgors. Pledgor covenants and agrees for the benefit of the
Agent as follows:
(a) Pledgor
will not permit any notice creating or otherwise relating to liens on the Side
Collateral and the Account or any portion thereof to exist or be on file in any
public office, except in favor of the Agent.
(b) Pledgor
will, promptly upon request by the Agent, execute and deliver or use its best
efforts to obtain any document, give any notices, execute and file any financing
statements or other documents (all in form and substance satisfactory to the
Agent), deliver any instruments to the Agent, and take any other actions that
are necessary or, in the opinion of the Agent, desirable to perfect or continue
the perfection and the first priority of the Agent’s security interest in the
Side Collateral and the Account, to protect the Side Collateral and the Account
against the rights, claims or interests of any persons or to effect the intent
and purposes of this Agreement. The Pledgor will pay all reasonable
costs incurred in connection with any of the foregoing.
(c) The
Pledgor will not in any way hypothecate or create or permit to exist any lien,
security interest, charge or encumbrance on or other interest in the Side
Collateral or the Account, and the Pledgor will not sell, transfer, assign,
pledge, collaterally assign, exchange or otherwise dispose of the Side
Collateral or the Account.
Section
9. [Intentionally
Omitted].
Section
10. Waivers; Other
Agreements.
(a) Agent
and Lenders are hereby authorized, without notice to or demand upon Pledgor,
which notice or demand is expressly waived hereby, and without discharging or
otherwise affecting the obligations of Pledgor hereunder (which shall remain
absolute and unconditional notwithstanding any such action or omission to act),
from time to time, to:
(i) supplement,
renew, extend, accelerate or otherwise change the time for payment of, or other
terms relating to, the Obligations, or any portion thereof, or otherwise modify,
amend or change the terms of any promissory note or other agreement, document or
instrument (including, without limitation, the Loan Agreement and the Other
Documents) now or hereafter executed by any Borrower and delivered to Agent or
any Lender, including, without limitation, any increase or decrease of the
principal amount thereof, the rate of interest thereon or fees payable in
connection therewith;
(ii) waive
or otherwise consent to noncompliance with any provision of any agreement,
document or instrument (including, without limitation, the Loan Agreement and
the Other Documents) evidencing or in respect of the Obligations, or
any
4
part
thereof, now or hereafter executed by any Borrower and delivered to Agent or any
Lender;
(iii) accept
partial payments on the Obligations;
(iv) receive,
take and hold security or collateral for the payment or performance of the
Obligations, or any part thereof, or for the payment or performance of any
guaranties of all or any part of the Obligations, and exchange, enforce, waive,
substitute, liquidate, terminate, abandon, fail to perfect, subordinate,
transfer, otherwise alter and release any such security or
collateral;
(v) apply
any and all such security or collateral and direct the order or manner of sale
thereof as Agent and Lenders may determine in their sole
discretion;
(vi) settle,
release, compromise, collect or otherwise liquidate the Obligations, or any part
thereof, or accept, substitute, release, exchange or otherwise alter, affect or
impair any security or collateral for the Obligations, or any part thereof, or
any guaranty therefor, in any manner;
(vii) add,
release or substitute any one or more guarantors, makers or endorsers of all or
any part of the Obligations and otherwise deal with any Borrower, or any
guarantor, maker or endorser as Agent and Lenders may elect in their sole
discretion;
(viii) apply
any and all payments or recoveries from any Borrower or from any guarantor,
maker or endorser of all or any part of the Obligations in such order as Agent
and Lenders in their sole discretion may determine, whether such Obligations are
secured or unsecured or guaranteed or not guaranteed by others;
(ix) apply
any and all payments or recoveries from any guarantor, maker or endorser of all
or any part of the Obligations or sums realized from security furnished by any
of them upon any of their indebtedness or obligations to Agent and Lenders as
Agent and Lenders in their sole discretion may determine, whether or not such
indebtedness or obligations relate to the Obligations; and
(x) refund
at any time, at Agent’s and Lender’s sole discretion, any payment received by
Agent or any Lender in respect of any Obligations, and, even though prior
thereto this Agreement shall have been canceled or surrendered (or any lien,
security interest or other collateral shall have been released or terminated by
virtue thereof), such prior cancellation or surrender (or release or
termination) shall not diminish, release, discharge, impair or otherwise affect
the obligations of Pledgor hereunder in respect of the amount so refunded (and
any lien, security interest or other collateral so released or terminated shall
be reinstated with respect to such obligations), subject, in each case, to other
limitations, if any, set forth herein.
(b) Pledgor hereby agrees
that its obligations under this Agreement are absolute and unconditional and
shall not be discharged or otherwise affected as a result of:
(i) the
invalidity or unenforceability of any security for or guaranty of all or any
part of the Obligations or of any promissory note or other agreement, document
or instrument (including, without limitation, the Loan Agreement and the Other
Documents) evidencing or in respect of all or any part of the Obligations, or
the lack of perfection or continuing perfection or failure of priority of any
security for all or any part of the Obligations or any guaranty
therefor;
5
(ii) the
absence of any attempt to collect the Obligations, or any portion thereof, from
any Borrower or any guarantor or other action to enforce the same;
(iii) any
failure by Agent or any Lender to acquire, perfect and maintain any security
interest in, or to preserve any rights to, any security or collateral for all or
any part of the Obligations or any guaranty therefor;
(iv) any
election by Agent or Lenders in any proceeding instituted under Chapter 11 of
Title 11 of the United States Code (11 U.S.C. § 101 et seq.) (the “Bankruptcy
Code”);
(v) any
borrowing or grant of a security interest by any Borrower, as
debtor-in-possession, or extension of credit, under the Bankruptcy
Code;
(vi) the
disallowance, under the Bankruptcy Code, of all or any portion of Agent’s or any
Lender’s claim(s) for repayment of the Obligations;
(vii) any
use of cash collateral under the Bankruptcy Code;
(viii) any
agreement or stipulation as to the provision of adequate protection in any
bankruptcy proceeding;
(ix) the
avoidance of any lien in favor of Agent for any reason;
(x) any
bankruptcy, insolvency, reorganization, arrangement, readjustment of debt,
liquidation or dissolution proceeding commenced by or against any Borrower,
Pledgor, or any guarantor, maker or endorser, including without limitation, any
discharge of, or bar or stay against collecting or accelerating, all or any of
the Obligations (or any interest thereon) in or as a result of any such
proceeding;
(xi) any
failure by Agent or any Lender to file or enforce a claim against any Borrower
or such Person’s estate in any bankruptcy or insolvency case or
proceeding;
(xii) any
action taken by Agent that is authorized by this Agreement;
(xiii) any
election by Agent under Section 9-604(a) of the Uniform Commercial Code as
enacted in any relevant jurisdiction as to any security for the Obligations or
any guaranty of all or any part of the Obligations; or
(xiv) any
other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor (other than payment and performance in full
of the Obligations and the termination of the Loan Agreement and all Other
Documents).
(c) Until the Obligations
have been paid and performed in full and the Loan Agreement and Other Documents
have been terminated, Pledgor hereby irrevocably agrees that it will not assert,
to the extent permitted by applicable law, any “claim” (as defined in Section
101(5) of the Bankruptcy Code) to which Pledgor is or would at any time be
entitled by virtue of its obligations under this Agreement, including, without
limitation, any right of subrogation (whether contractual, under Section 509 of
the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or
similar right against any Borrower, or by virtue of any other indebtedness or
obligations of any Borrower to Pledgor now existing or hereafter incurred ;
provided, however, that in any
case under the Bankruptcy Code with respect to any Borrower, Pledgor may file a
proof of contingent claim with respect to any such subrogation or other rights
for the sole purpose of timely asserting such claims in compliance with any bar
order (or standing order or local rule establishing a period of time for the
timely filing of claims in
6
such
case), provided
further that
(i) Pledgor’s filing such proof of claim shall be without prejudice to Agent’s
and Lenders’ rights under this Agreement and/or under Section 509 of the
Bankruptcy Code and (ii) such proof of claim shall state that Pledgor’s claims
memorialized thereby are subject to the provisions of this
Agreement. Pledgor further waives, to the extent permitted by
applicable law:
(i) any
requirements of diligence or promptness on the part of Agent or
Lenders;
(ii) presentment,
demand for payment or performance and protest and notice of protest with respect
to the Obligations or any guaranty with respect thereto;
(iii) notices
(a) of nonperformance, (b) of acceptance of this Agreement, (c) of default in
respect of the Obligations or any guaranty, (d) of the existence, creation or
incurrence of new or additional indebtedness, arising either from additional
loans extended to any Borrower or otherwise, (e) that the principal amount, or
any portion thereof, and/or any interest on any document or instrument
evidencing all or any part of the Obligations is due, (f) of any and all
proceedings to collect from any Borrower, any maker, endorser or any guarantor
of all or any part of the Obligations, or from anyone else, (g) of the exchange,
sale, surrender or other handling of any security or collateral given to Agent
to secure payment of the Obligations or any guaranty therefor, and (h) of any
action taken by Agent that is authorized by this Agreement;
(iv) any
right to require Agent or Lenders to (a) proceed first against any Borrower or
any other Person whatsoever, (b) proceed against or exhaust any security given
to or held by Agent or Lenders in connection with the Obligations or any
guaranty, or (c) pursue any other remedy in Agent’s or any Lender’s power
whatsoever;
(v) any
defense arising by reason of (a) any disability or other defense of any Borrower
or any guarantor of all or any portion of the Obligations, (b) the cessation
from any cause whatsoever of the liability of any Borrower or any guarantor of
all or any portion of the Obligations, (c) any act or omission of Agent or any
Lender or others which directly or indirectly, by operation of law or otherwise,
results in or aids the discharge or release of any Borrower or any security
given to or held by Agent or any Lender in connection with the Obligations or
any guaranty;
(vi) any
and all other suretyship defenses under applicable law (other than payment and
performance in full of the Obligations and the termination of the Loan Agreement
and all Other Documents); and
(vii) the
benefit of any statute of limitations affecting the Obligations or Pledgor’s
liability hereunder or the enforcement hereof.
All
waivers granted by Pledgor hereunder shall be unconditional (except to the
extent expressly provided herein) and irrevocable irrespective of whether the
Obligations have been paid in full by Pledgor or any other party.
(d) Pledgor
hereby assumes responsibility for keeping itself informed of the financial
condition of each Borrower, of any and all endorsers and/or guarantors of all or
any part of the Obligations and of all other circumstances bearing upon the risk
of nonpayment and nonperformance of the Obligations, or any part thereof, and
Pledgor hereby agrees that neither Agent nor any Lender shall have any duty to
advise Pledgor of information known to Agent or such Lender regarding such
condition or any such circumstances. In the event Agent or any
Lender, in its sole discretion, undertakes at any time or from time to time to
provide any such information to Pledgor, neither Agent nor such Lender shall not
have any obligation (i) to undertake any investigation, whether or not a part of
its regular business routine, (ii) to disclose
7
any
information which Agent or such Lender wishes to maintain confidential or (iii)
to make any other or future disclosures of such information or any other
information of Pledgor.
Section
11. Continuing Security
Interest; Successors and Assigns. This Agreement shall create
a continuing security interest in the Side Collateral and the Account and shall
(i) remain in full force and effect until terminated in accordance with its
terms, (ii) be binding upon Pledgor, its heirs, administrators, executors,
successors, and permitted assigns and (iii) inure to the benefit of the Agent
and its successors, transferees and assigns, provided that the
Pledgor shall not have the right to assign this Agreement or any interest herein
or in the Side Collateral and the Collateral.
Section
12. Notices. All
notices, requests, consents and demands hereunder shall be in writing and
mailed, telecopied or delivered to the intended recipient at the address set
forth on the signature page of this Agreement or such other address as shall be
designated by such party in a written notice to each other party.
Section
13. Exculpation of Bank;
Indemnification by Company. Pledgor and Agent agree that Bank
shall have no liability to either of them for any loss or damage that either or
both may claim to have suffered or incurred, either directly or indirectly, by
reason of this Agreement or any transaction or service contemplated by the
provisions hereof, unless occasioned by the gross negligence or willful
misconduct of Bank (as determined by a court of competent jurisdiction in a
final and non-appealable judgment). In no event shall Bank be liable
for losses or delays resulting from computer malfunction, interruption of
communication facilities, labor difficulties or other causes beyond Bank's
reasonable control or for indirect, special or consequential
damages. Pledgor agrees to indemnify Bank and hold it harmless from
and against any and all claims, other than those ultimately determined to be
founded on gross negligence or willful misconduct of Bank (as determined by a
court of competent jurisdiction in a final and non-appealable judgment), and
from and against any damages, penalties, judgments, liabilities, losses or
expenses (including reasonable attorney's fees and disbursements) incurred as a
result of the assertion of any claim, by any person or entity, arising out of,
or otherwise related to, any transaction conducted or service provided by Bank
through the use of the Account at Bank pursuant to the procedures provided for
or contemplated by this Agreement.
Section
14. Amendments and
Waivers. The terms of this Agreement may be waived,
altered or amended only by an instrument in writing duly executed by the
Pledgor, Agent and the Bank.
Section
15. Interpretation of
Agreement. All terms not defined herein or in the Loan
Agreement shall have the meaning set forth in the applicable Uniform Commercial
Code, except where the context otherwise requires. Acceptance of or
acquiescence in a course of performance rendered under this Agreement shall not
be relevant in determining the meaning of this Agreement even though the
accepting or acquiescing party had knowledge of the nature of the performance
and opportunity for objection.
Section
16. Survival of
Provisions. All representations, warranties and covenants of
the Pledgors contained herein shall survive the execution and delivery of this
Agreement, and shall terminate only upon the full and final payment of the
Obligations secured hereby.
Section
17. Governing
Law. This Agreement shall be governed by, and construed in
accordance with, the law of the State of New York.
Section
18. Submission to
Jurisdiction. Pledgor hereby submits to the nonexclusive
jurisdiction of the federal and state courts located in the State of New York
and the
8
City of
New York for purposes of all legal proceedings arising out of or relating to
this Agreement or the transactions contemplated hereby.
Section
19. WAIVER
OF JURY TRIAL. PLEDGOR HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATED TO THIS
AGREEMENT OR ANY OTHER DOCUMENT OR AGREEMENT REFERRED TO HEREIN AND AGREES THAT
ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A
JURY.
Section
20. Counterparts. This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument and any of the parties
hereto may executed this Agreement by signing any such counterpart.
Section
21. Severability. If
any provision hereof is invalid and unenforceable in any jurisdiction, then, to
the fullest extent permitted by law, (i) the other provisions hereof shall
remain in full force and effect in such jurisdiction and shall be liberally
construed in order to carry out the intentions of the parties hereto as nearly
as may be possible and (ii) the invalidity or unenforceability of any provision
hereof in any jurisdiction shall not affect the validity or enforceability of
such provision in any other jurisdiction.
[Signature
page follows.]
9
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
| /s/ Xxxxxx Xxx |
|
Name:
Xxxxxx Xxx
Address: Almod Ltd.
000 0xx Xxx, 0xx
XX
Xxx Xxxx, XX 00000 Facsimile: 000-000-0000
|
|
PNC BANK,
NATIONAL ASSOCIATION, as Agent
|
|
By:
/s/ Xxxxxxx X.
Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
VP
Address: 00
Xxxx 00xx Xxxxxx
Xxx Xxxx,
XX 00000
Attention: A.
Xxxxx Xxxxx
Facsimile: 212-303-0060
|
| PNC BANK, NATIONAL ASSOCIATION, as Bank |
|
By:
/s/ Xxxxxxx X.
XxXxxxx
Name:
Xxxxxxx X. XxXxxxx
Title:
Senior Vice President
Address:
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention:
Facsimile:
000-000-0000
|
00
XXXXX XX
XXX XXXX
XXXXXX XX
XXX XXXX
Xx
this 13TH day of February, 2008, before me personally appeared XXXXXX XXX
to me known, who, being by me duly sworn, did depose and say that he is the
individual described in and which executed the foregoing
instrument.
/S/
XXXXX X. XXXXXXX
Notary
Public
