Exhibit 10.1
EXECUTION VERSION
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment"), dated as of May 21, 2004, is entered into by and among:
(1) WILD OATS MARKETS, INC., a Delaware corporation (the
"Borrower");
(2) Each of the financial institutions listed in Schedule I
to the Credit Agreement referred to in Recital A below (collectively,
the "Lenders") constituting Required Lenders; and
(3) XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national
banking association ("WFB"), as the administrative agent for the
Lenders (in such capacity, the "Administrative Agent").
RECITALS
A. The Borrower, the Lenders, the Administrative Agent and WFB in its
capacity as L/C Issuer and Swing Line Lender are parties to that certain
Second Amended and Restated Credit Agreement, dated as of February 26, 2003
(the "Credit Agreement").
B. The Borrower has requested that the Lenders constituting Required
Lenders and the Administrative Agent amend the Credit Agreement in certain
respects.
C. The Lenders executing this Amendment and the Administrative Agent
are willing to so amend the Credit Agreement upon the terms and subject to the
conditions set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Borrower, the Lenders executing this Amendment and the
Administrative Agent hereby agree as follows:
1. Definitions, Interpretation. All capitalized terms defined above
and elsewhere in this Amendment shall be used herein as so defined. Unless
otherwise defined herein, all other capitalized terms used herein shall have
the respective meanings given to those terms in the Credit Agreement, as
amended by this Amendment. The rules of construction set forth in Article I of
the Credit Agreement shall, to the extent not inconsistent with the terms of
this Amendment, apply to this Amendment and are hereby incorporated by
reference.
2. Amendments to Credit Agreement. Subject to the satisfaction of the
conditions set forth in paragraph 4 below, the Credit Agreement is hereby
amended as follows:
(a) Section 1.01 is hereby amended by adding in appropriate
alphabetical order a new definition of the terms "Convertible Senior
Debentures" to read in its entirety as follows:
"Convertible Senior Debentures" shall mean,
collectively, those certain unsecured Convertible Senior
Debentures due 2034, to be issued from time to time by the
Borrower after May 24, 2004 on substantially the terms and
conditions as set forth in that certain Preliminary Offering
Memorandum, dated as of May 24, 2004.
(b) Section 1.01 is hereby further amended by changing the
definitions of the terms "Distributions", "Disqualified Stock",
Equity Securities", and "Pricing Grid" to read in their entirety as
follows:
"Distributions" shall mean dividends (in cash,
property or obligations) on, or other payments or
distributions on account of, or the setting apart of money
for a sinking or other analogous fund for, or the purchase,
redemption, retirement or other acquisition of, any shares
of any class of stock of any Loan Party or of any warrants,
options or other rights to acquire the same (or to make any
payments to any Person, such as "phantom stock" payments,
where the amount is calculated with reference to the fair
market or equity value of any Loan Party), but excluding (i)
dividends payable solely in shares of common stock of any
Loan Party and (ii) payments in respect of any Convertible
Senior Debentures.
"Disqualified Stock" shall mean any capital stock,
warrants, options or other rights to acquire capital stock
(but excluding any debt security which is convertible, or
exchangeable, for capital stock (including, without
limitation, the Convertible Senior Debentures)), which, by
its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the
happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder
thereof, in whole or in part, on or prior to the Maturity
Date.
"Equity Securities" of any Person shall mean (a)
any common stock, preferred stock, participations, shares,
partnership interests, limited liability company interests
or other equity interests in and of such Person (regardless
of how designated and whether or not voting or non-voting)
and (b) any warrants, options or other rights to acquire any
of the foregoing; provided, however, that for purposes of
this Agreement and the other Credit Documents, "Equity
Securities" shall not include the obligations of the
Borrower evidenced by the Convertible Senior Debentures
until such time (if any) when any such Convertible Senior
Debentures have been converted into Equity Securities in
accordance with the terms thereof.
"Pricing Grid" shall mean:
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Pricing Grid
(rates are expressed in basis points per annum)
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Leverage Ratio Applicable Applicable Commitment Letter of Credit
Margin for Margin for
LIBOR Loans Base Rate
Tier (bps) Loans (bps) Fee (bps) Fee (bps)
---- ----------------- -------------- -------------- --------------- -------------------
1 < 2.75 125.0 0.0 25.0 100.0
2 > 2.75 < 3.00 150.0 25.0 25.0 100.0
-
3 > 3.00 < 3.25 175.0 50.0 37.5 110.0
-
4 > 3.25 < 3.50 200.0 75.0 37.5 110.0
-
5 > 3.50 < 4.00 225.0 100.0 50.0 115.0
-
6 > 4.00 250.0 100.0 50.0 115.0
-
---- ----------------- -------------- -------------- --------------- -------------------
Any increase or decrease in the Applicable Margin
resulting from a change in the Leverage Ratio shall become
effective as of the fifth (5th) day following the final day
by which a Compliance Certificate is required to be
delivered pursuant to Section 5.01(a) (regardless of when
actually delivered); provided, however, that if the Borrower
fails to deliver a Compliance Certificate for a Fiscal
Quarter when due in accordance with such Section, then Tier
6 shall apply as of the fifth (5th) day following such
failure. The Applicable Margin in effect from the Closing
Date until the first day of the Fiscal Quarter following the
Borrower's delivery of its Compliance Certificate for the
first Fiscal Quarter period subsequent to the Closing Date
shall be determined based upon Tier 6.
(c) Section 4.01(l) is hereby amended by changing clause
(i) thereof to read in its entirety as follows:
(i) All outstanding Equity Securities of the Loan
Parties are duly authorized, validly issued, fully paid and
non-assessable. Except as issued under (i) the Wild Oats
Markets, Inc. 1996 Equity Incentive Plan, (ii) the Wild Oats
Markets, Inc. 2001 Non-officer/Non-director Stock Option
Plan, (iii) the Wild Oats Employee Stock Purchase Plan, (iv)
the Xxxxx Xxxxxx Equity Incentive Plan, (v) the Xxxxxx
Xxxxxx Equity Incentive Plan, (vi) the Xxxxxxx Xxxxxxxxx
Equity Incentive Plan, (vii) the Xxxxx Xxxxx Equity
Incentive Plan, (viii) the Xxxxx Xxxxx Equity Incentive
Plan, (ix) the Xxxx Xxxxxxxx Equity Incentive Plan, (x)
other board of directors approved equity incentive plans
granted to other key employees from time to time, and (xi)
any other convertible securities issued by the Borrower
otherwise permitted pursuant to this Agreement, there are no
outstanding subscriptions, options, conversion rights,
warrants or other agreements or commitments of any nature
whatsoever (firm or conditional) obligating the Loan Parties
to issue, deliver or sell, or cause to be issued, delivered
or sold, any additional Equity Securities of the Loan
Parties, or obligating the Loan Parties to grant, extend or
enter into any such agreement or commitment. All Equity
Securities of the Loan Parties have been offered and sold in
compliance with all federal and state securities laws and
all other Requirements of Law, except where any failure to
comply is not reasonably likely to have a Material Adverse
Effect.
(d) Section 4.01(l) is hereby further amended by adding
thereto a new clause (ii) to read in its entirety as follows:
(ii) The Convertible Senior Debentures have been
duly authorized and when sold will be validly issued. The
Convertible Senior Debentures will be offered and sold in
compliance with all federal and state securities laws and
all other Requirements of Law, except where any failure to
comply is not reasonably likely to have a Material Adverse
Effect.
(e) Section 4.01(n) is hereby amended by adding to Schedule
4.01(n) thereto the language set forth on Attachment A hereto.
(f) Section 5.02(a) is hereby amended by (i) deleting the
word "and" appearing at the end of clause (xv), (ii) renumbering
clause (xvi) thereof as clause (xvii), and (iii) adding a new clauses
(xvi) between clauses (xv) and (xvii) to read in its entirety as
follows:
(xvi) Indebtedness evidenced by the Convertible
Senior Debentures in an aggregate principal amount not
exceeding $115,000,000 at any one time outstanding, which
Indebtedness shall rank pari passu as to payment with the
Obligations; and
(g) Section 5.02(c) is hereby amended by changing clause
(ii) thereof to read in its entirety as follows:
(ii) Sales of assets (and/or sales of all of the
Equity Securities of Subsidiaries holding such assets) in
connection with the assignment or subleasing of leasehold
interests or the closures and sale of any Store or group of
Stores, provided that the total fair market value of such
assets (and/or Equity Securities) does not exceed
$[CONFIDENTIAL](1) in any Fiscal Year;
(h) Section 5.02(d) is hereby amended by changing clause
(iv)(B) thereof to read in its entirety as follows:
(B) The aggregate consideration paid by the Loan
Parties for all such Acquisitions (including consideration
consisting of the Equity Securities of the Borrower or its
Subsidiaries or of Net Cash Issuance Proceeds) paid in any
Fiscal Year does not exceed $[CONFIDENTIAL](2); and
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(1) Confidential Treatment has been requested for the redacted portion.
The confidential, redacted portions have been filed separately
with the SEC.
(2) Confidential Treatment has been requested for the redacted portion.
The confidential, redacted portions have been filed separately
with the SEC.
(i) Section 5.02(f) is hereby amended by (i) deleting the
word "and" appearing at the end of clause (iv), adding an "and" at
the end of clause (v), and (iii) adding a new clause (vi) immediately
after clause (v) to read in its entirety as follows:
(vi) In addition to the foregoing, the Borrower may
purchase shares of its capital stock from any shareholder
(including Xxxxx X. Xxxx) and/or any of the Convertible
Senior Debentures with cash in an aggregate amount not to
exceed twenty five percent (25%) of the aggregate gross
proceeds obtained as of the date of such purchase or
repurchase through the issuance of the Convertible Senior
Debentures, provided that after giving effect to the making
of each such purchase or repurchase, the Borrower is in
compliance with Section 5.03(c) and no Default has occurred
and is continuing on the date of, or would result after
giving effect to, any such purchase or repurchase;
(j) Section 5.02(f) is hereby further amended by changing
the proviso appearing at the end thereof to read in its entirety as
follows:
provided, that in no event shall the aggregate amount of
Distributions made by the Borrower pursuant to clauses (ii),
(iii), (iv) and (v) above during any Fiscal Year of the
Borrower exceed the Net Income of the Loan Parties for the
most recently ended Fiscal Year of the Borrower, unless such
Distributions are for payment of taxes by an upper-tier
entity with respect to a lower-tier entity.
(k) Section 5.02(h) is hereby amended to read in its
entirety as follows:
"Payments of Indebtedness, Etc. No Loan Party shall
(i) prepay, redeem, purchase, defease or otherwise satisfy
in any manner prior to the scheduled payment thereof any
Indebtedness (other than the Obligations, refinancing of
Indebtedness to the extent permitted pursuant to Section
5.02(a), or repayment of Indebtedness of any Subsidiary of
the Borrower owed to any Loan Party); (ii) amend, modify or
otherwise change the terms of any document, instrument or
agreement evidencing Indebtedness (other than the
Obligations to the extent set forth in this Agreement) so as
to accelerate the scheduled payment thereof; (iii) amend,
modify or otherwise change any of the terms or provisions of
the Convertible Senior Debentures in a manner which shortens
the maturity date or optional repurchase date thereof or
otherwise adversely affects the material rights of the
Administrative Agent and the Lenders; or (iv) make any
payment in contravention of any Subordination Agreement (if
any) or not otherwise permitted pursuant to the definition
of Permitted Subordinated Indebtedness. Notwithstanding the
foregoing, the Administrative Agent and the Lenders
acknowledge and agree that repurchases of all or any portion
of the Convertible Senior Debentures made by the Borrower
upon the occurrence of a "fundamental change" (as defined in
the Convertible Senior Debentures) shall not be prohibited
pursuant to this Section 5.02(h).
(l) Section 5.02(j) is hereby amended by to read in its
entirety as follows:
(j) Except as set forth on Schedule 5.02(j) (as
updated from time to time with the consent of the
Administrative Agent), no Loan Party shall enter into any
Contractual Obligation with any Affiliate (other than any
other Loan Party) or engage in any other transaction with
any Affiliate except upon terms at least as favorable to
such Loan Party as an arms-length transaction with
unaffiliated Persons, unless such transaction is otherwise
permitted hereunder (excluding compensation and
indemnifications arrangements and benefit plans for
officers, directors and other employees of the Borrower and
its Subsidiaries entered into or maintained or established
in the ordinary course of business).
(m) Section 5.02(j) is hereby further amended by adding to
Schedule 5.02(j) thereto the language set forth on Attachment B
hereto.
(n) Section 5.03(a) is hereby amended to read in its
entirety as follows:
(a) Adjusted Leverage Ratio. The Borrower shall not
permit the Adjusted Leverage Ratio as at the end of any
Fiscal Quarter to be greater than the following for the
respective periods set forth below:
Period Adjusted Leverage Ratio
Closing Date to and including 3.75:1.00
March 27, 2004
March 28, 2004 to and including April 2, 2005 4.75:1.00
April 3, 2005 to and including October 1, 2005 4.50:1.00
October 2, 2005 and any time thereafter 4.25:1.00
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(o) Section 5.03(c) is hereby amended by (i) deleting the
"." at the end of clause (iii) thereof and replacing it with ";
minus" and (ii) adding a new clause (iv) to read in its entirety as
follows:
(iv) Twenty-five percent (25%) of the gross
proceeds obtained through the issuance of the Convertible
Senior Debentures thereafter expended to repurchase Equity
Securities and/or Convertible Senior Debentures to the
extent such repurchases are permitted pursuant to Section
5.02(f).
(p) Section 5.03(d) is hereby amended to read in its
entirety as follows:
(d) New Leases. The Borrower shall not permit the
aggregate amount of New Leases for New Stores (excluding
relocations of existing Stores) entered into by the Loan
Parties to be greater than the following amounts for the
respective periods set forth below:
Period Maximum
------ -------
Fiscal Year 2004 [CONFIDENTIAL](3)
Fiscal Year 2005 [CONFIDENTIAL](4)
Fiscal Year 2006 [CONFIDENTIAL](5)
Fiscal Year 2007 [CONFIDENTIAL](6)
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(3) Confidential Treatment has been requested for the redacted portion.
The confidential, redacted portions have been filed separately
with the SEC.
(4) Confidential Treatment has been requested for the redacted portion.
The confidential, redacted portions have been filed separately
with the SEC.
(5) Confidential Treatment has been requested for the redacted portion.
The confidential, redacted portions have been filed separately
with the SEC.
(6) Confidential Treatment has been requested for the redacted portion.
The confidential, redacted portions have been filed separately
with the SEC.
Notwithstanding the foregoing, the Borrower may
utilize Net Cash Issuance Proceeds (other than obtained upon
conversion of all or any part of the Convertible Senior
Debentures into Equity Securities) to finance additional New
Leases not otherwise permitted pursuant to this Section
5.03(d), and for purposes of determining the "cost"
associated with entering into such additional new Leases,
the deemed cost for entering into new Leases for Stores
using the "natural foods supermarket" format shall be
$2,700,000, and the deemed cost for entering into new Leases
for Stores using the "farmers' market" format shall be
$2,000,000.
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(q) Section 5.03(e) is hereby amended to read in its
entirety as follows:
(e) Capital Expenditures. The Borrower shall not
permit the aggregate amount of Capital Expenditures made by
the Loan Parties in any Fiscal Year to be greater than the
following amounts for the respective Fiscal Years set forth
below:
Fiscal Year Maximum Amount
----------- --------------
2004 [CONFIDENTIAL](7)
2005 [CONFIDENTIAL](8)
2006 and each Fiscal Year [CONFIDENTIAL](9)
thereafter
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(7) Confidential Treatment has been requested for the redacted portion.
The confidential, redacted portions have been filed separately
with the SEC.
(8) Confidential Treatment has been requested for the redacted portion.
The confidential, redacted portions have been filed separately
with the SEC.
(9) Confidential Treatment has been requested for the redacted portion.
The confidential, redacted portions have been filed separately
with the SEC.
provided, however, that to the extent the maximum
amount of Capital Expenditures for any Fiscal Year (such
Fiscal Year, a "Base Year"), as set forth above, exceeds the
actual Capital Expenditures made by the Loan Parties for
such Base Year, the Loan Parties shall be allowed to carry
forward and add to the maximum amount of permissible Capital
Expenditures for the immediately following Fiscal Year an
amount equal to the lesser of (i) the excess of the maximum
amount of Capital Expenditures for such Base Year over the
actual Capital Expenditures made for such Base Year and (ii)
20% of the maximum amount of Capital Expenditures for such
Base Year.
(r) Section 5.03(f) is hereby deleted.
(s) Exhibit N of the Credit Agreement (the form of
Compliance Certificate) is hereby amended to read in its entirety as
set forth on Attachment C hereto.
3. Representations and Warranties. The Borrower hereby represents and
warrants to the Administrative Agent and the Lenders that the following are
true and correct on the date of this Amendment and that, after giving effect
to the amendments set forth in paragraph 2 above, the following will be true
and correct on the Effective Date:
(a) The representations and warranties of the Borrower set
forth in Article IV of the Credit Agreement and in the other Credit
Documents are true and correct in all material respects as if made on
such date (except for representations and warranties expressly made
as of a specified date, which are true and correct in all material
respects as of such date);
(b) No Default has occurred and is continuing; and
(c) The Credit Agreement, the Security Agreement, the Pledge
Agreement and the Guaranty are in full force and effect.
4. Effective Date. The amendments effected by clauses (c), (e), (j),
(l) and (m) of paragraph 2 above shall become effective as of May 21, 2004,
subject to receipt by the Lenders executing this Amendment and the
Administrative Agent of this Amendment duly executed by the Borrower, the
Lenders constituting Required Lenders and the Administrative Agent, and the
amendments effected by the remainder of paragraph 2 above shall become
effective as of May 21, 2004 (the "Effective Date"), subject to receipt by the
Lenders executing this Amendment and the Administrative Agent on or prior to
the Effective Date of the following, each in form and substance satisfactory
to the Lenders executing this Amendment, the Administrative Agent and their
respective counsel, as applicable:
(a) This Amendment duly executed by the Borrower, the
Lenders constituting Required Lenders and the Administrative Agent;
(b) A letter in the form of Attachment D hereto
appropriately completed and duly executed by each Guarantor (the
"Guarantor Consent Letter");
(c) A certificate of good standing (or comparable
certificate) for the Borrower and each Guarantor, certified as of a
recent date prior to the Effective Date by the Secretary of State (or
comparable public official) of its state of incorporation or
formation;
(d) A certificate of the Secretary or an Assistant Secretary
(or comparable officer) of the Borrower, dated the Effective Date,
certifying that (i) except as attached thereto, that the certificate
of incorporation and bylaws of the Borrower delivered to the
Administrative Agent on the Closing Date have not been modified since
the Closing Date and remain in full force and effect; (ii) that
attached thereto are true and correct copies of resolutions duly
adopted by the board of directors of the Borrower (or other
comparable enabling action) and continuing in effect, which authorize
the execution, delivery and performance by the Borrower of this
Amendment, the performance by the Borrower of the Credit Agreement as
amended by this Amendment and the other Credit Documents, and the
consummation of the transactions contemplated hereby and thereby;
(iii) that attached thereto is a true and correct copy of the
Preliminary Offering Memorandum provided to the prospective investors
with respect to the issuance by the Borrower of the Convertible
Senior Debentures; (iv) that there are no proceedings for the
dissolution or liquidation of the Borrower; and (v) the incumbency,
signatures and authority of the officers of the Borrower authorized
to execute, deliver and perform this Amendment, the Credit Agreement
as amended by this Amendment, the other Credit Documents and all
other documents, instruments or agreements related thereto executed
or to be executed by the Borrower;
(e) A certificate of the Secretary or an Assistant Secretary
(or comparable officer) of each Guarantor, dated the Effective Date,
certifying (i) that the certificate of incorporation, articles of
incorporation, certificate of limited partnership, articles of
organization or comparable document of such Guarantor and the bylaws,
partnership agreement, limited liability company agreement or
comparable document of such Guarantor, in each case delivered to the
Administrative Agent on the Closing Date have not been modified since
of the Closing Date and remain in full force and effect; (ii) that
attached thereto are true and correct copies of resolutions duly
adopted by the board of directors or other governing body of such
Guarantor (or other comparable enabling action) and continuing in
effect, which authorize the execution, delivery and performance by
such Guarantor of the Guarantor Consent Letter and such Guarantor's
on-going performance of its obligations under the Guaranty; (iii)
that there are no proceedings for the dissolution or liquidation of
such Loan Party; and (iv) the incumbency, signatures and authority of
the officers of such Guarantor authorized to execute and deliver the
Guarantor Consent Letter, and perform its obligations under the
Guaranty and the Security Agreement;
(f) Receipt by the Administrative Agent of favorable written
opinions from (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, and (ii)
Xxxxx X. Xxxxx, Esq., general counsel to the Borrower, in each case
dated the Effective Date, addressed to the Administrative Agent for
the benefit of the Administrative Agent and the Lenders and covering
the due authorization, validity and enforceability of this Amendment
and the enforceability of the Credit Agreement as amended by this
Amendment and otherwise in form and substance reasonably satisfactory
to the Administrative Agent;
(g) Receipt by the Administrative Agent of a true and
correct copy of the definitive purchase agreement providing for the
issuance of the Convertible Senior Debentures in an amount not less
than $75,000,000;
(h) Such other evidence as the Administrative Agent or any
Lender may reasonably request to establish the accuracy and
completeness of the representations and warranties and the compliance
with the terms and conditions contained in this Amendment and the
other Credit Documents.
5. Effect of this Amendment. On and after the Effective Date, each
reference in the Credit Agreement and the other Credit Documents to the Credit
Agreement shall mean the Credit Agreement as amended hereby. Except as
specifically amended above, (a) the Credit Agreement and the other Credit
Documents shall remain in full force and effect and are hereby ratified and
confirmed and (b) the execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power, or remedy of the Lenders or Agent, nor constitute a waiver of
any provision of the Credit Agreement or any other Credit Document.
Notwithstanding the foregoing, in the event that the Borrower fails to issue
Convertible Senior Debentures in an amount not less than $75,000,000 on or
before June 15, 2004, the amendments effected pursuant to clauses (a), (b),
(d), (f) through (i), (k) and (n) through (s) shall be null and void and of no
further force and effect.
6. Miscellaneous.
(a) Counterparts. This Amendment may be executed in any
number of identical counterparts, any set of which signed by all the
parties hereto shall be deemed to constitute a complete, executed
original for all purposes.
(b) Headings. Headings in this Amendment are for convenience
of reference only and are not part of the substance hereof.
(c) Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Colorado
without reference to conflicts of law rules.
(d) Amendment Fee. Promptly upon the issuance of the
Convertible Senior Debentures, the Borrower shall pay to each of the
Lenders that execute this Amendment on or before 5:00 p.m. Mountain
Daylight time May 24, 2004 an amendment fee in the amount of .05% of
such Lender's respective Proportionate Share.
[The Signature Pages Follow]
IN WITNESS WHEREOF, the Borrower, the Administrative Agent and the
Lenders executing this Amendment have caused this Amendment to be executed as
of the day and year first above written.
BORROWER: WILD OATS MARKETS, INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: VP Legal
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ADMINISTRATIVE AGENT: XXXXX FARGO BANK, NATIONAL
ASSOCIATION
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
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Title: Vice President
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By:
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Name:
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Title:
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LENDERS: XXXXX FARGO BANK, NATIONAL
ASSOCIATION
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
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Title: Vice President
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By:
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Name:
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Title:
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U.S. BANK NATIONAL ASSOCIATION
By:
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Name:
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Title:
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By:
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Name:
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Title:
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VECTRA BANK COLORADO N.A.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: Senior Vice President
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By:
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Name:
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Title:
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BANK OF AMERICA, N.A.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Senior Vice President
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By:
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Name:
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Title:
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