Exhibit 10
FIRST AMENDMENT TO FIFTH AMENDED
AND RESTATED CREDIT AGREEMENT
This First Amendment to Fifth Amended and Restated Credit Agreement
(this "First Amendment") is entered into effective as of the 1st day of April,
2005 (the "Effective Date"), by and among Denbury Onshore, LLC, a Delaware
limited liability company ("Borrower"), Denbury Resources Inc., a Delaware
corporation ("Parent"), JPMorgan Chase Bank, N.A., successor by merger to Bank
One, NA (Main Office Chicago), as Administrative Agent ("Administrative Agent"),
and the financial institutions parties hereto as Banks ("Banks").
W I T N E S S E T H
-------------------
WHEREAS, Borrower, Parent, Administrative Agent, the other agents a
party thereto and Banks are parties to that certain Fifth Amended and Restated
Credit Agreement dated as of September 1, 2004 (the "Credit Agreement") (unless
otherwise defined herein, all terms used herein with their initial letter
capitalized shall have the meaning given such terms in the Credit Agreement);
and
WHEREAS, pursuant to the Credit Agreement, Banks have made a Revolving
Loan to Borrower and provided certain other credit accommodations to Borrower;
and
WHEREAS, Borrower has advised Administrative Agent and Banks that it
intends to participate in an additional bond program sponsored by the State of
Mississippi, pursuant to which Mississippi Business Finance Corporation would
issue and sell additional Taxable Industrial Revenue Bonds in a maximum
aggregate principal amount of $80,000,000 (the "2005 Bonds") to Administrative
Agent, on behalf of Banks, the proceeds of which will ultimately be utilized by
Borrower to finance certain of its projects and CO2 facilities in the State of
Mississippi (the "2005 Bond Offering"), all as more particularly described in
the 2005 Bond Documents (as hereinafter defined); and
WHEREAS, Borrower has requested that Banks (a) amend certain terms of
the Credit Agreement in certain respects, (b) consent to the 2005 Bond Offering
as more particularly described herein and in the 2005 Bond Documents, and (c)
reaffirm a Borrowing Base of $200,000,000 to be effective as of April 1, 2005
and continuing until the First Redetermination thereafter; and
WHEREAS, subject to and upon the terms and conditions set forth herein,
Banks have agreed to Borrower's requests.
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and confessed,
Borrower, Administrative Agent and each Bank hereby agree as follows:
SECTION 1. AMENDMENTS. In reliance on the representations, warranties, covenants
and agreements contained in this First Amendment, and subject to the
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satisfaction of the conditions precedent set forth in Section 4 hereof, the
Credit Agreement shall be amended effective as of the Effective Date in the
manner provided in this Section 1.
1.1 ADDITIONAL DEFINITIONS. Section 2.1 of the Credit Agreement shall be
amended to add thereto in alphabetical order the following definitions which
shall read in full as follows:
"2005 Bond Exposure" means, at any time, without
duplication, the aggregate amount of proceeds of the 2005 Bonds
which have not been advanced at such time by the Bond Purchaser.
The 2005 Bond Exposure of any Bank at any time shall be its
Commitment Percentage of the total 2005 Bond Exposure at such
time.
"2005 Bond Indenture" means that certain Trust Indenture,
dated as of April 1, 2005, by and between Bond Issuer and Bond
Trustee.
"2005 Bond Loan Agreement" means that certain Loan
Agreement, dated as of April 1, 2005, by and between Bond Issuer
and Borrower.
"2005 Bond Note" means that certain promissory note of
Borrower, dated of even date with the 2005 Bond Loan Agreement,
payable to the order of Bond Issuer, which promissory note has
been pledged and assigned to Bond Trustee to secure the
obligations of Bond Issuer under the 2005 Bond Indenture and the
2005 Bonds.
"2005 Bond Offering" means the issuance and sale by Bond
Issuer of the 2005 Bonds to Bond Purchaser, the proceeds of which
are to be advanced, from time to time, by Bond Purchaser to Bond
Trustee to fund the "Project Fund" as created under, and defined
in, the 2005 Bond Indenture, which Project Fund will be utilized
to finance the Cost of the Project (as defined in the 2005 Bond
Loan Agreement) located in the State of Mississippi. Upon the
date of the issuance of the 2005 Bonds, Bond Purchaser was (or
will be) deemed to have sold to each Bank, and each Bank was (or
will be) deemed to have unconditionally and irrevocably purchased
from Bond Purchaser, a participation in the 2005 Bonds and 2005
Bond Exposure equal to such Bank's Commitment Percentage of such
2005 Bonds and 2005 Bond Exposure.
"2005 Bond Purchase Agreement" means that certain Bond
Purchase Agreement, dated as of April 1, 2005, among Bond
Purchaser, Bond Issuer and Borrower.
"2005 Bonds" means, whether one or more, Bond Issuer's
Taxable Industrial Development Revenue Bonds, Series 2005
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(Denbury Onshore, LLC Project), which 2005 Bonds shall (a) be in
a maximum aggregate principal amount of $80,000,000, (b) bear
interest at rates identical to the interest rates set forth in
this Agreement, (c) have a maturity date of April 1, 2007, and
(d) provide that Bond Purchaser's obligation to make advances of
the proceeds thereof shall expire two (2) years from the date of
issuance of such 2005 Bonds.
"First Amendment" means that certain First Amendment to
Fifth Amended and Restated Credit Agreement dated as of April 1,
2005 among Borrower, Parent, Administrative Agent and Banks.
1.2 AMENDMENT TO DEFINITIONS. The definitions of "Administrative Agent,"
"Bank One," "Bond Disbursement," "Bond Documents," "Bond Purchaser," "Bond
Trustee" and "Loan Papers" contained in Section 2.1 of the Credit Agreement
shall be amended and restated to read in full as follows:
"Administrative Agent" means JPMorgan Chase Bank, N.A.,
successor by merger to Bank One, NA (Main Office Chicago), in its
capacity as Administrative Agent for Banks hereunder of any
successor thereto.
"Bank One" means JPMorgan Chase Bank, N.A., successor by
merger to Bank One, NA (Main Office Chicago), a national banking
association, in its capacity as a Bank.
"Bond Disbursement" means an advance of proceeds of the
Bonds or the 2005 Bonds by the Bond Purchaser to the Bond Trustee
pursuant to the Bond Documents.
"Bond Documents" means, collectively, the Bonds, the 2005
Bonds, the Bond Loan Agreement, the 2005 Bond Loan Agreement, the
Bond Note, the 2005 Bond Note, the Bond Purchase Agreement, the
2005 Bond Purchase Agreement, the Bond Indenture, the 2005 Bond
Indenture and all other agreements, documents and instruments
now, heretofore or hereafter executed and/or delivered by,
between or among any Credit Party, Bond Issuer, Bond Trustee
and/or Bond Purchaser pursuant to the Bonds, the 2005 Bonds, the
Bond Loan Agreement, the 2005 Bond Loan Agreement, the Bond
Purchase Agreement, the 2005 Bond Purchase Agreement, the Bond
Indenture, the 2005 Bond Indenture or otherwise in connection
with the Bond Offering or the 2005 Bond Offering, each of which
agreements, documents and instruments shall be in form and
substance acceptable to Administrative Agent in its sole
discretion.
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"Bond Purchaser" means Administrative Agent, as "Purchaser"
of the Bonds and the 2005 Bonds under the Bond Purchase Agreement
and the 2005 Bond Purchase Agreement, respectively.
"Bond Trustee" means JPMorgan Chase Bank, N.A., in its
capacity as "Trustee" under the Bond Indenture and the 2005 Bond
Indenture.
"Loan Papers" means this Agreement, the First Amendment, the
Notes, each Facility Guaranty which may now or hereafter be
executed, each Parent Pledge Agreement which may now or hereafter
be executed, each Subsidiary Pledge Agreement which may now or
hereafter be executed, the Existing Mortgages (as amended by the
Amendments to Mortgages), all Mortgages now or at any time
hereafter delivered pursuant to Section 6.1, the Amendments to
Mortgages, and all other certificates, documents or instruments
delivered in connection with this Agreement, as the foregoing may
be amended from time to time.
1.3 GENERAL PROVISIONS AS TO PAYMENTS. The "seventh" clause of Section
4.2(c) of the Credit Agreement shall be amended and restated to read in full as
follows:
"seventh, to the payment to each Bank (and/or its
Affiliates) of its Commitment Percentage of the outstanding
principal of the Revolving Loan and to satisfy all obligations
and liabilities then due under Hedge Agreements, such payments to
be made pro rata to each Bank (and/or its Affiliates) owed such
Obligations in proportion to all such payments owed to all Banks
(and/or its Affiliates) in respect of such Obligations,".
1.4 ADDITIONAL REPRESENTATION AND WARRANTY. Article VIII of the Credit
Agreement shall be amended to include a new Section 8.21 which shall read in
full as follows:
"Section 8.21 Bond Documents. Borrower has provided to
Administrative Agent a true and correct copy of each of the Bond
Documents, including all amendments and modifications thereto
(whether characterized as an amendment, modification, waiver,
consent or similar document). No material rights or obligations
of any party to any of the Bond Documents have been waived and no
party to any of the Bond Documents is in default of its
obligations or in breach of any representations or warranties
made thereunder. Each of the Bond Documents is a valid, binding
and enforceable obligation of each party thereto in accordance
with its terms and is in full force and effect. As used in this
Agreement, the term "Obligations" shall include, without
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limitation, any and all obligations, indebtedness and liabilities
owed by Borrower or any other Credit Party to Bond Purchaser
(whether directly or as assignee of Bond Issuer) under the Bond
Documents, which obligations, indebtedness and liabilities shall
be secured by Liens on all property described as collateral
security for the Obligations in accordance with and pursuant to
the Mortgages and the other Loan Papers. Each representation and
warranty made by Borrower and each other party in the Bond
Documents is true and correct on the date of the First Amendment
and will be true and correct on the date of each Borrowing or
issuance of a Letter of Credit."
1.5 DEBT COVENANT. Section 10.1 of the Credit Agreement shall be amended to
read in full as follows:
"Section 10.1 Incurrence of Debt. Parent and Borrower will
not, nor will Parent and/or Borrower permit any other Credit
Party to, incur, become or remain liable for any Debt; provided,
that (a) Borrower may incur, become or remain liable for (i) the
Obligations, (ii) without duplication, Debt evidenced by the Bond
Loan Agreement and the 2005 Bond Loan Agreement, (iii) Permitted
Subordinate Debt, (iv) Debt described in clause (f) of the
definition thereof in connection with any Permitted Genesis VPP
Transaction, and (v) other unsecured Debt in an aggregate amount
outstanding at any time not to exceed $10,000,000, (b) Parent may
assume and remain liable for Permitted Subordinate Debt, and (c)
any Restricted Subsidiary may incur, become and remain liable for
Permitted Subordinate Debt as a guarantor; provided, that (i)
such Guarantees of Permitted Subordinate Debt shall be
subordinated to the Obligations pursuant to subordination
provisions approved by Required Banks, such approval to not be
unreasonably withheld, and (ii) prior to the execution and
delivery by any Restricted Subsidiary of any Guaranty of
Permitted Subordinate Debt, such Restricted Subsidiary shall have
executed and delivered to Administrative Agent for the ratable
benefit of Banks a Facility Guaranty, and all the Equity of such
Restricted Subsidiary owned by any Credit Party shall have been
pledged to Administrative Agent pursuant to a Parent Pledge
Agreement or a Subsidiary Pledge Agreement."
1.6 RESTRICTED PAYMENTS. Section 10.2 of the Credit Agreement shall be
amended to read in full as follows:
"Section 10.2 Restricted Payments. Parent and Borrower will
not, nor will Parent and/or Borrower permit any other Credit
Party to, directly or indirectly, declare or pay, or incur any
liability to declare or pay, any Restricted Payment; provided,
that (a) any Subsidiary of Parent may make Distributions to
Borrower, (b) any Credit Party may make Distributions to any
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other Credit Party that has provided a Facility Guaranty, and all
of the Equity of which owned by Parent or any Indirect Subsidiary
which is a Restricted Subsidiary (as applicable) has been pledged
to Administrative Agent pursuant to a Parent Pledge Agreement or
a Subsidiary Pledge Agreement (as applicable), (c) so long as no
Default or Borrowing Base Deficiency exists on the date any such
Distribution is declared or paid and no Default or Event of
Default would result therefrom, in addition to Distributions
permitted under the preceding clauses (a) and (b), Borrower may
make Restricted Payments up to $5,000,000 in the aggregate in any
Fiscal Year, and (d) Borrower may make payments under and
pursuant to the Bond Loan Agreement, the 2005 Bond Loan
Agreement, the Bond Note and the 2005 Bond Note in accordance
with the terms thereof."
1.7 BORROWINGS RELATED TO BOND OFFERINGS. Section 10.16 of the Credit
Agreement shall be amended to read in full as follows:
"Section 10.16 Borrowings Related to Bond Offerings.
Borrower will not request or receive any Borrowing hereunder, the
proceeds of which are to be used to fund advances under the Bonds
or the 2005 Bonds, except in accordance and in compliance with
the terms of the Bond Documents. Borrower agrees that each
Request for Borrowing, the proceeds of which are to be used to
fund advances under the Bonds or the 2005 Bonds, will include, in
addition to the information described in Section 3.2 hereof, a
certification from an Authorized Officer as to the purpose and
utilization of the proceeds of such Borrowing. Additionally,
notwithstanding anything to the contrary contained in the Loan
Papers or Bond Documents, each payment of principal and interest
received by Bond Purchaser on the Bonds or the 2005 Bonds shall
be deemed to be and considered as, without duplication, a payment
of principal and interest on the Revolving Loan, and any
borrowing by Borrower under the Bond Loan Agreement or the 2005
Bond Loan Agreement or on any Bond Note or 2005 Bond Note shall
also be deemed to be and considered as, without duplication, a
Borrowing of a Revolving Loan hereunder (the outstanding
principal of which shall be and be deemed to be included in the
Outstanding Credit for all purposes hereunder)."
SECTION 2. CONSENT AND WAIVER. In reliance on the representations, warranties,
covenants and agreements contained in this First Amendment, and subject to the
satisfaction of the conditions precedent set forth in Section 4 hereof, Banks
hereby (a) consent to (i) the consummation of the 2005 Bond Offering in
accordance with the terms of the 2005 Bond Documents (as defined in Section 4.2
hereof), and (ii) the execution and delivery by Borrower of the 2005 Bond
Documents to which it is a party, and the performance of its obligations and the
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exercise of its rights under and pursuant thereto, and (b) waive compliance by
Borrower with each provision of the Credit Agreement and the other Loan Papers
to the extent, but only to the extent, that the consummation of the 2005 Bond
Offering and the execution and delivery of the 2005 Bond Documents by Borrower,
and the performance of its obligations and the exercise of its rights under and
pursuant thereto, violate such provisions or result in a Default or Event of
Default under the Credit Agreement or the other Loan Papers. The consent and
waiver herein contained are expressly limited as follows: (i) such consent and
waiver are limited solely to (as applicable) the consummation of the 2005 Bond
Offering in accordance with the terms of the 2005 Bond Documents most recently
provided to Administrative Agent, and (ii) such consent and waiver are each a
limited, one-time consent and waiver, and nothing contained herein shall
obligate Banks to grant any additional or future consent or waiver with respect
to, or in connection with, any provision of any Loan Paper.
Without limiting the power and authority of Administrative Agent described
in the Credit Agreement, Banks hereby:
(a) appoint Administrative Agent, as Bond Purchaser, as its contractual
representative under the 2005 Bond Documents and irrevocably authorize
Administrative Agent to act as the contractual representative of each Bank under
the 2005 Bond Documents with the rights and duties expressly set forth therein,
and to hold the 2005 Bonds on behalf of the Banks, it being expressly understood
and agreed, however, that Administrative Agent shall not have any fiduciary
responsibilities to any Bank by reason of the 2005 Bond Documents; and
(b) empower and authorize Administrative Agent to execute and deliver the
2005 Bond Documents to which it is a party.
SECTION 3. BORROWING BASE. Effective as of April 1, 2005, the Borrowing Base
shall be reaffirmed at $200,000,000 and shall remain at $200,000,000 until the
next Redetermination thereafter. Borrower and Banks agree that the
Redetermination provided for in this Section 3 shall not be construed or deemed
to be a Special Redetermination for purposes of Section 5.3 of the Credit
Agreement.
SECTION 4. CONDITIONS PRECEDENT. The amendments contained in Section 1 hereof,
and the consent and waiver contained in Section 2 hereof, are subject to the
satisfaction of each of the following conditions precedent on or before April 1,
2005:
4.1 CONSUMMATION OF 2005 BOND OFFERING. Subject only to the granting of the
consent thereto contained in Section 2 hereof, the 2005 Bond Offering shall have
been consummated in accordance with the terms of the 2005 Bond Documents.
4.2 MATERIAL AGREEMENTS. Administrative Agent shall have been provided with
fully executed copies of the 2005 Bonds, together with any and all loan
agreements, notes, purchase agreements, amendments and all other agreements,
documents and instruments executed and/or delivered pursuant to the 2005 Bonds
or otherwise in connection with the 2005 Bond Offering, each of which shall be
in form and substance acceptable to Administrative Agent in its sole discretion
(collectively, the "2005 Bond Documents"), together with a certificate from an
Authorized Officer of Borrower certifying that such copies are accurate and
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complete and represent the complete understanding and agreement of the parties
with respect to the subject matter thereof.
4.3 RESOLUTIONS. Parent and Borrower shall have provided Administrative
Agent with copies of resolutions and comparable consents and authorizations
approving (a) this First Amendment, (b) any other Loan Papers to be executed or
delivered pursuant hereto, and (c) the 2005 Bond Documents to be executed or
delivered by Borrower, and further authorizing the transactions contemplated by
this First Amendment and any other Loan Papers to be executed or delivered
pursuant hereto, duly adopted by the Board of Directors (or comparable
authority) of Parent and Borrower accompanied by a certificate of the Secretary
or comparable Authorized Officer of Borrower that such copies are true and
correct copies of resolutions duly adopted at a meeting of or (if permitted by
applicable Law and, if required by such Law, by the regulations or Bylaws of
Parent and Borrower) by the unanimous written consent of the Board of Directors
(or comparable authority) of Parent and Borrower, and that such resolutions
constitute all the resolutions adopted with respect to such transactions, have
not been amended, modified or revoked in any respect, and are in full force and
effect as of the date hereof.
4.4 OPINION. Borrower shall have delivered an opinion of Jenkens &
Gilchrist, counsel to Parent and Borrower, with respect to the due
authorization, execution, delivery and enforceability of this First Amendment
and the 2005 Bond Documents to which Borrower is a party, and such other matters
related thereto as Administrative Agent shall require.
4.5 NO DEFAULT. No Default or Event of Default shall have occurred which is
continuing.
4.6 OTHER DOCUMENTS. Administrative Agent shall have been provided with
such other documents, instruments and agreements, and Parent and Borrower shall
have taken such actions, as Administrative Agent may reasonably require in
connection with this First Amendment and the transactions contemplated hereby.
Section 5. REPRESENTATIONS AND WARRANTIES. To induce Banks and Administrative
Agent to enter into this First Amendment, Parent and Borrower hereby jointly and
severally represent and warrant to Banks and Administrative Agent as follows:
5.1 REAFFIRM EXISTING REPRESENTATIONS AND WARRANTIES. Each representation
and warranty of Parent and Borrower contained in the Credit Agreement and the
other Loan Papers is true and correct on the date hereof and will be true and
correct after giving effect to the amendments set forth in Section 1 hereof.
5.2 DUE AUTHORIZATION; NO CONFLICT. The execution, delivery and performance
by Parent and Borrower of this First Amendment are within Parent's and
Borrower's corporate or organizational powers, have been duly authorized by all
necessary action, require no action by or in respect of, or filing with, any
governmental body, agency or official and do not violate or constitute a default
under any provision of applicable law or any Material Agreement binding upon
Parent, Borrower or their Subsidiaries or result in the creation or imposition
of any Lien upon any of the assets of Parent, Borrower or their Subsidiaries
except Permitted Encumbrances.
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5.3 VALIDITY AND ENFORCEABILITY. This First Amendment constitutes the valid
and binding obligation of Parent and Borrower enforceable in accordance with its
terms, except as (i) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditor's rights generally, and (ii) the
availability of equitable remedies may be limited by equitable principles of
general application.
5.4 NO DEFAULT OR EVENT OF DEFAULT. No Default or Event of Default has
occurred which is continuing.
Section 6. MISCELLANEOUS.
6.1 REAFFIRMATION OF LOAN PAPERS. Any and all of the terms and provisions
of the Credit Agreement and the Loan Papers shall, except as amended and
modified hereby, remain in full force and effect. The amendments contemplated
hereby shall not limit or impair any Liens securing the Obligations, each of
which are hereby ratified, affirmed and extended to secure the Obligations as
they may be increased pursuant hereto.
6.2 PARTIES IN INTEREST. All of the terms and provisions of this First
Amendment shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.
6.3 LEGAL EXPENSES. Borrower hereby agrees to pay on demand all reasonable
fees and expenses of counsel to Administrative Agent incurred by Administrative
Agent in connection with the preparation, negotiation and execution of this
First Amendment and all related documents.
6.4 COUNTERPARTS. This First Amendment may be executed in counterparts, and
all parties need not execute the same counterpart; however, no party shall be
bound by this First Amendment until Parent, Borrower and Required Banks have
executed a counterpart. Facsimiles shall be effective as originals.
6.5 COMPLETE AGREEMENT. THIS FIRST AMENDMENT, THE CREDIT AGREEMENT AND THE
OTHER LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.
6.6 HEADINGS. The headings, captions and arrangements used in this First
Amendment are, unless specified otherwise, for convenience only and shall not be
deemed to limit, amplify or modify the terms of this First Amendment, nor affect
the meaning thereof.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed by their respective authorized officers on the date and year
first above written.
[Signature Pages to Follow]
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SIGNATURE PAGE TO
FIRST AMENDMENT TO FIFTH AMENDED
AND RESTATED CREDIT AGREEMENT
PARENT:
DENBURY RESOURCES INC.,
a Delaware corporation
By: /s/ Phil Rykhoek
-------------------------------
Phil Rykhoek,
Senior Vice President and
Chief Financial Officer
BORROWER:
DENBURY ONSHORE, LLC,
a Delaware limited liability company
By: /s/ Phil Rykhoek
-------------------------------
Phil Rykhoek,
Senior Vice President and
Chief Financial Officer
[Signature Page]
SIGNATURE PAGE TO
FIRST AMENDMENT TO FIFTH AMENDED
AND RESTATED CREDIT AGREEMENT
Each of the undersigned (i) consent and agree to this First Amendment, and
(ii) agree that the Loan Papers to which it is a party shall remain in full
force and effect and shall continue to be the legal, valid and binding
obligation of such Person, enforceable against it in accordance with its terms.
DENBURY MARINE, L.L.C.,
a Louisiana limited liability company
By:___________________________________
Name:_________________________________
Title:________________________________
DENBURY OPERATING COMPANY,
a Delaware corporation
By:___________________________________
Name:_________________________________
Title:________________________________
TUSCALOOSA ROYALTY FUND LLC,
a Mississippi limited liability company
By:___________________________________
Name:_________________________________
Title:________________________________
DENBURY GATHERING & MARKETING, INC.,
a Delaware corporation
By:___________________________________
Name:_________________________________
Title:________________________________
[Signature page]
SIGNATURE PAGE TO
FIRST AMENDMENT TO FIFTH AMENDED
AND RESTATED CREDIT AGREEMENT
ADMINISTRATIVE AGENT:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By: /s/ J. Scott Fowler
---------------------------------
J. Scott Fowler,
Vice President
BANKS:
JPMORGAN CHASE BANK, N.A.
By: /s/ J. Scott Fowler
---------------------------------
J. Scott Fowler,
Vice President
[Signature Page]
SIGNATURE PAGE TO
FIRST AMENDMENT TO FIFTH AMENDED
AND RESTATED CREDIT AGREEMENT
BANKS:
FORTIS CAPITAL CORP.
By:___________________________________
Name:_________________________________
Title:________________________________
By:___________________________________
Name:_________________________________
Title:________________________________
[Signature Page]
SIGNATURE PAGE TO
FIRST AMENDMENT TO FIFTH AMENDED
AND RESTATED CREDIT AGREEMENT
BANKS:
CALYON NEW YORK BRANCH, successor by
consolidation to Credit
Lyonnais New York Branch
By:___________________________________
Name:_________________________________
Title:________________________________
[Signature Page]
SIGNATURE PAGE TO
FIRST AMENDMENT TO FIFTH AMENDED
AND RESTATED CREDIT AGREEMENT
BANKS:
COMERICA BANK
By:___________________________________
Name:_________________________________
Title:________________________________
[Signature Page]
SIGNATURE PAGE TO
FIRST AMENDMENT TO FIFTH AMENDED
AND RESTATED CREDIT AGREEMENT
BANKS:
UNION BANK OF CALIFORNIA, N.A.
By:___________________________________
Name:_________________________________
Title:________________________________
By:___________________________________
Name:_________________________________
Title:________________________________
[Signature Page]
SIGNATURE PAGE TO
FIRST AMENDMENT TO FIFTH AMENDED
AND RESTATED CREDIT AGREEMENT
BANKS:
WELLS FARGO BANK, N.A.
By:___________________________________
Name:_________________________________
Title:________________________________
[Signature Page]
SIGNATURE PAGE TO
FIRST AMENDMENT TO FIFTH AMENDED
AND RESTATED CREDIT AGREEMENT
BANKS:
BANK OF AMERICA, N.A.
By:___________________________________
Name:_________________________________
Title:________________________________
[Signature Page]
SIGNATURE PAGE TO
FIRST AMENDMENT TO FIFTH AMENDED
AND RESTATED CREDIT AGREEMENT
BANKS:
BANK OF SCOTLAND
By:___________________________________
Name:_________________________________
Title:________________________________
[Signature Page]
SIGNATURE PAGE TO
FIRST AMENDMENT TO FIFTH AMENDED
AND RESTATED CREDIT AGREEMENT
BANKS:
COMPASS BANK
By:___________________________________
Name:_________________________________
Title:________________________________
[Signature Page]