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EXHIBIT 4.12
MASTER SUBORDINATION AGREEMENT
THIS MASTER SUBORDINATION AGREEMENT (this "Subordination Agreement"),
dated as of August 14, 1998, is between ENCAP EQUITY 1994 LIMITED PARTNERSHIP, a
Texas limited partnership ("EnCap 1994") and ENERGY CAPITAL INVESTMENT COMPANY
PLC, an English investment company ("EnCap PLC"; together with EnCap 1994,
sometimes collectively herein called "Junior Creditor") and BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association, as agent
(together with its successors, transferees and assigns, "Senior Creditor") .
W I T N E S S E T H:
A. FUTURE PETROLEUM CORPORATION, a Utah corporation ("Borrower"),
FUTURE CAL-TEX CORPORATION, a Texas corporation ("Newco"), FUTURE ACQUISITION
1995, LTD., a Texas limited partnership ("Future 1995"), BMC DEVELOPMENT NO. 1
LIMITED PARTNERSHIP, a Texas limited partnership ("BMC") and NCI-SHAWNEE LIMITED
PARTNERSHIP, a Texas limited partnership ("Shawnee"; together with Borrower,
BMC, Future 1995 and Newco, sometimes collectively called the "Company"), is the
owner of certain oil and gas leases and other related real and personal property
interests located in various counties and states, as more fully described on
Exhibit A hereto (the "Land"), together with the buildings, structures and other
improvements located and constructed thereon, the "Real Property".
B. Borrower is indebted to Junior Creditor and GECKO BOOTY 1994 I
LIMITED PARTNERSHIP, a Texas limited partnership ("Gecko"), which indebtedness
is evidenced by (i) that certain Renewal Promissory Note executed by Borrower,
on or about May 1, 1998, in favor of EnCap 1994, in the original principal sum
of $3,714,305.88; (ii) that certain Renewal Promissory Note executed by
Borrower, on or about May 1, 1998, in favor of EnCap PLC, in the original
principal sum of $3,370,694.12; (iii) that certain Renewal Promissory Note
executed by Borrower, on or about May 1, 1998, in favor of Gecko, in the
original principal sum of $175,000 (collectively, the "Junior Note"; the
obligations of Company to Junior Creditor, howsoever created, arising or
evidenced, whether direct or indirect, absolute or contingent, now or hereafter
existing, or due or to become due, are hereinafter collectively referred to as
the "Junior Obligations").
C. The Junior Obligations are secured by, among other things, those
certain mortgages and deeds of trust, covering the Real Property, more fully
described in Schedule I hereto (collectively, the "Junior Mortgages"). The
Junior Obligations are also secured by, among other things, those certain
guaranties, pledges, security agreements and other documents and instruments
more fully described in Schedule I hereto (such agreements and instruments,
together with the Junior Mortgages, herein called the "Junior Security
Documents" and the real property and personal property collateral now or
hereafter encumbered by the Junior Security Documents herein called the "Junior
Collateral").
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D. Contemporaneously with the execution and delivery of this
Subordination Agreement, Borrower has (i) paid in full all amounts due and owing
to Gecko under the Junior Note such that Gecko no longer has any right, title or
interest in the Junior Note, the Junior Security Documents or the Junior
Collateral, and (ii) paid a portion of the indebtedness to Junior Creditor
evidenced by the Junior Note, such that the amount currently outstanding under
the Junior Note is less than the original principal amount thereof.
E. Company is also indebted to Senior Creditor under that certain
Credit Agreement dated as of August 14, 1998 (as the same may be from time to
time amended, modified, supplemented or amended and restated, the "Credit
Agreement"), between Borrower and Senior Creditor.
F. It is a condition precedent to extension of credit under the Credit
Agreement that Company execute and deliver, and cause each of the Subsidiaries
of the Borrower (collectively, the "Subsidiary Guarantors") to execute and
deliver mortgages, guaranties, pledges, security agreements and other documents
and instruments more fully described in Schedule II hereto (such agreements and
instruments herein called the "Senior Security Documents" and the real property
and personal property collateral now or hereafter encumbered by the Senior
Security Documents herein called the "Senior Collateral"), in favor of Senior
Creditor to secure the payment and performance by Company of the Obligations
under the Credit Agreement.
G. It is a condition precedent to the making of the loans under the
Credit Agreement that Junior Creditor subordinate its debt and liens from
Company and the Subsidiary Guarantors, including its liens against and security
interests in the Real Property arising under the Junior Mortgages and its
security interest in the other Junior Collateral to that of Senior Creditor and
its right to payment of the Junior Obligations to the Senior Obligations.
H. Junior Creditor has duly authorized the execution, delivery and
performance of this Subordination Agreement.
I. It is in the best interests of Junior Creditor to execute this
Subordination Agreement inasmuch as Junior Creditor will derive substantial
direct and indirect benefits from the extension of credit to Company by Senior
Creditor.
NOW, THEREFORE, for good and valuable consideration the receipt of
which is hereby acknowledged, and in order to induce Senior Creditor to extend
credit pursuant to the Credit Agreement, Junior Creditor agrees, for the benefit
of Senior Creditor, as follows:
SECTION 1. Definitions. Capitalized terms used but not otherwise
defined herein shall have the respective meanings given to them in the Credit
Agreement. As used in this Subordination Agreement, the following terms shall
have the following respective meanings:
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BMC is defined in Recital A.
Company is defined in Recital A.
Credit Agreement is defined in the Recital D.
Junior Collateral is defined in Recital C.
Junior Mortgages is defined in Recital C.
Junior Obligations is defined in Recital B.
Junior Note is defined in Recital B.
Junior Security Documents is defined in Recital C.
Land is defined in Recital A.
Real Property is defined in Recital A.
Senior Collateral is defined in Recital E.
Senior Creditor is defined in the preamble.
Senior Interest is defined in Section 3(b).
Senior Obligations means all Obligations to the Senior Creditor under
the Credit Agreement and the other Loan Documents (including (i) principal, (ii)
interest, including without limitation any and all interest accruing on any of
the Senior Obligations after the commencement of any proceedings referred to in
Section 4 hereof, notwithstanding any provision or rule of law which might
restrict the rights of Senior Creditor, as against the Company or anyone else,
to collect such interest, (iii) any Hedging Obligation, (iv) costs, (v) fees
(including reasonable attorneys' fees and disbursements), (vi) expenses, and
(vii) other liability or obligation arising under or in connection with the
Credit Agreement), howsoever created, arising or evidenced under such documents,
whether direct or indirect, absolute or contingent, now or hereafter existing,
or due or to become due. For the purposes of this Subordination Agreement,
Senior Obligations shall include all liabilities described in this definition,
notwithstanding any right or power of the Company or any other Person to assert
any claim or defense as to the invalidity or unenforceability of any such
liabilities, and no such claim or defense shall affect or impair the agreements
and obligations of Junior Creditor hereunder.
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Senior Security Documents is defined in Recital E.
Subordinate Interest is defined in Section 3(b).
Subordination Agreement is defined in the preamble.
SECTION 2. Notice of Junior Obligations, etc. Junior Creditor will,
from time to time: (a) promptly notify Senior Creditor of the creation of any
Junior Obligations, and of the issuance of any promissory note or other
instrument to evidence any Junior Obligations and (b) upon request by Senior
Creditor, cause any Junior Obligations which are not then evidenced by a
promissory note or other instrument of Company to be so evidenced. Such note
shall contain the following provision:
"The indebtedness evidenced by this instrument is subordinated
to the prior payment in cash in full of the Senior Obligations (as
defined in the Master Subordination Agreement, dated as of August 14,
1998, made by and between the "Junior Creditor" therein (including the
payee named herein) and Future Petroleum Corporation, a Utah
Corporation, Future CAL-TEX Corporation, a Texas corporation, Future
Acquisition 1995, Ltd., a Texas limited partnership, BMC Development
No. 1 Limited Partnership, a Texas limited partnership, NCI Shawnee
Limited Partnership, a Texas limited partnership, Future Energy
Corporation, a Nevada corporation and Future Petroleum Corporation, a
Texas corporation, in favor of Bank of America National Trust and
Savings Association (the "Subordination Agreement") pursuant to, and to
the extent provided in, the Subordination Agreement by the maker hereof
and payee named herein in favor of Bank of America National Trust and
Savings Association and any person now or hereafter designated as its
designees, agents, successors or assigns."
SECTION 3. Subordination. Except as Senior Creditor may hereafter
otherwise expressly consent in writing,
(a) the payment of all Junior Obligations shall be postponed and
subordinated to the indefeasible payment in full of all Senior Obligations (and
the termination of all Commitments), and no payments or other distributions
whatsoever in respect of any Junior Obligations shall be made, nor shall any
property or assets of Company or any Subsidiary Guarantor be applied to the
purchase or other acquisition or to the defeasance or retirement of any Junior
Obligations; provided, that from time to time commencing on August 14, 2000,
Borrower may pay and Junior Creditor may receive and retain regularly scheduled
interest payments on the Junior Note so long as, both before and after the
making of each such interest payment, no Default shall have occurred and be
continuing, including without limitation, a Default under Section 8.2.4 of the
Credit Agreement,
(b) all mortgage or deed of trust liens and security interests under
the Junior Security Documents or otherwise, now existing or hereafter acquired
by Junior Creditor in any of the Junior Collateral or the Senior Collateral (the
"Subordinate Interest") shall be subordinated to the security
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interest of Senior Creditor, under the Senior Security Documents or otherwise,
in the Senior Collateral (the "Senior Interest"), irrespective of the time or
order of attachment or perfection of any security interest (or any defects or
omissions in respect thereof) or the time or order of filing of any financing
statements or other documents, or any statutes, rules, law, or court decisions
to the contrary.
For the purposes of this Subordination Agreement, the Senior Obligations shall
not be deemed to have been indefeasibly paid in cash in full until the Senior
Creditor shall have received full payment of the Senior Obligations in cash,
which payment shall have been retained by the Senior Creditor for a period of
time in excess of all applicable preference or other similar periods under
applicable bankruptcy, insolvency or creditors' rights laws and all Commitments
of the Senior Creditor under the Credit Agreement shall have irrevocably
terminated.
SECTION 4. Bankruptcy, Insolvency, etc. In the event of any
dissolution, winding up, liquidation, readjustment, reorganization or other
similar proceedings relating to Company, any Subsidiary Guarantor or to any of
their creditors, as such, or to its property (whether voluntary or involuntary,
partial or complete, and whether in bankruptcy, insolvency or receivership, or
upon an assignment for the benefit of creditors, or any other marshalling of the
assets and liabilities of Company or any Subsidiary Guarantor, or any sale of
all or substantially all of the assets of Company or any Subsidiary Guarantor,
or otherwise), the Senior Obligations shall first be paid in full in cash and
all Commitments terminated before the Junior Creditor shall be entitled to
receive and to retain any payment or distribution in respect of the Junior
Obligations and, in order to implement the foregoing: (a) all payments and
distributions of any kind or character in respect of the Junior Obligations to
which Junior Creditor would be entitled if the Junior Obligations were not
subordinated, or subordinated and pledged or assigned pursuant to this
Subordination Agreement, shall be made directly to Senior Creditor; (b) Junior
Creditor shall promptly file a claim or claims, in the form required in such
proceedings, for the full outstanding amount of the Junior Obligations, and
shall cause said claim or claims to be approved and all payments and other
distributions in respect thereof to be made directly to Senior Creditor; and (c)
Junior Creditor hereby irrevocably agrees that, notwithstanding any agreement
between Junior Creditor and the Company or the Subsidiary Guarantors to the
contrary, Senior Creditor may, at its sole discretion, in the name of Junior
Creditor or otherwise, demand, xxx for, collect, receive and receipt for any and
all such payments or distributions, and file, prove and vote or consent in any
such proceedings with respect to any and all claims of Junior Creditor relating
to the Junior Obligations.
SECTION 5. Payments Held in Trust. In the event that Junior Creditor
receives any payment or other distribution of any kind or character from Company
or any Subsidiary Guarantor, or from any other source whatsoever, in respect of
any of the Junior Obligations, such payment or other distribution shall be
received in trust for Senior Creditor and promptly turned over by Junior
Creditor to Senior Creditor. Junior Creditor will xxxx its books and records,
and cause Company to xxxx its books and records, so as clearly to indicate that
the Junior Obligations are subordinated in accordance with the terms of this
Subordination Agreement, and will cause to be clearly inserted in any promissory
note or other instrument which at any time evidences any of the Junior
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Obligations the statement described in Section 1. Junior Creditor will execute
such further documents or instruments and take such further action as Senior
Creditor may reasonably from time to time request to carry out the intent of
this Subordination Agreement.
SECTION 6. Application of Payments; Limited Subrogation. All payments
and distributions received by Senior Creditor in respect of the Junior
Obligations, to the extent received in or converted into cash, may be applied by
Senior Creditor first to the payment of any and all expenses (including
attorneys' fees and legal expenses) paid or incurred by Senior Creditor in
enforcing this Subordination Agreement, or any security therefor, and any
balance thereof shall, solely as between Junior Creditor and Senior Creditor, be
applied by Senior Creditor in such order of application as Senior Creditor may
from time to time select, toward the payment of the Senior Obligations remaining
unpaid; but, as between Company, any Subsidiary Guarantor and any of their
creditors, no such payments or distributions of any kind or character shall be
deemed to be payments or distributions in respect of the Senior Obligations;
and, notwithstanding any such payments or distributions received by Senior
Creditor in respect of the Junior Obligations and so applied by Senior Creditor
toward the payment of the Senior Obligations, Junior Creditor shall be
subrogated to the then existing rights of Senior Creditor, if any, in respect of
the Senior Obligations, only at such time as this Subordination Agreement shall
have terminated and Senior Creditor shall have received indefeasible payment of
the full amount of the Senior Obligations and all Commitments shall have
terminated.
SECTION 7. Waivers by Junior Creditor. Junior Creditor hereby waives:
(a) notice of acceptance by Senior Creditor or any holder of the Senior Note of
this Subordination Agreement; (b) all notices that may be required by statute,
rule of law or otherwise, now or hereafter in effect, to preserve intact any
rights against Junior Creditor, including notice of the existence or creation or
non-payment of all or any of the Senior Obligations or the exercise of any
remedies under the Loan Documents or with respect to the Senior Collateral; (c)
all diligence in collection or protection of or realization upon the Senior
Obligations or any thereof or any security therefor, including any claim that
any Senior Creditor may not have disposed of any such security in a commercially
reasonable manner or that any Senior Creditor failed to exhaust any remedies
(including against any guarantor) or to mitigate the damages resulting from a
Senior Default; (d) any notice of any sale, transfer or other disposition by any
Person of any right under title to or interest in any Loan Document or the
Collateral; (e) any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge, release or defense of a junior
creditor or that might otherwise limit exercise by any Senior Creditor of its
rights against Junior Creditor hereunder and (f) all rights and defenses arising
out of any election of remedies by any Senior Creditor, even though such
election of remedies may impair or destroy any rights of subrogation Junior
Creditor may have against the Company or any Subsidiary Guarantor by operation
of law or otherwise.
SECTION 8. Obligations of Junior Creditor. Junior Creditor will not,
without prior written consent of Senior Creditor, (a) transfer, assign, or
attempt to enforce or collect any Junior Obligations or any rights in respect
thereof, including without limitation the declaration of any default or breach
under or the acceleration of the maturity of the Junior Obligations, or any
attempt
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to liquidate, foreclose, enforce or realize on any of the Junior Collateral
(provided that nothing herein shall prevent Junior Creditor from filing proofs
of claim in any bankruptcy proceeding so long as Junior Creditor is otherwise in
compliance with its obligations in this Subordination Agreement); (b) take any
additional collateral for any Junior Obligations except for liens on and
security interests in the Senior Collateral where such liens and security
interests have been subordinated to the Senior Interest as provided in this
Subordination Agreement; (c) convert any Junior Obligations into stock of
Company or any Subsidiary Guarantor; (d) sell, assign, transfer, endorse,
pledge, encumber or otherwise dispose of any of the Junior Obligations; (e)
permit the terms of any of the Junior Obligations to be changed in such a manner
as to have an adverse effect upon the rights or interests of the Senior
Creditor; or (f) commence, or join with any other creditor in commencing, any
bankruptcy, reorganization or insolvency proceedings with respect to Company or
any Subsidiary Guarantor.
SECTION 9. Continuing Subordination; Termination. This Subordination
Agreement shall, in all respects, be a continuing agreement and shall remain in
full force and effect (notwithstanding, without limitation, the dissolution of
Junior Creditor) until the indefeasible payment in full of all of the Senior
Obligations and the termination of all Commitments. Junior Creditor agrees that
following such termination this Subordination Agreement shall be automatically
reinstated if for any reason any payment made on the Senior Obligations is
rescinded or must be otherwise restored by Senior Creditor, whether as a result
of any proceedings in bankruptcy or reorganization or otherwise.
SECTION 10. Rights of Senior Creditor. Senior Creditor may, from time
to time, whether before or after any discontinuance of this Subordination
Agreement, at its discretion and without notice to Junior Creditor, take any or
all of the following actions: (a) retain or obtain a security interest in any
property to secure any of the Senior Obligations; (b) retain or obtain the
primary or secondary obligations of any other obligor or obligors with respect
to any of the Senior Obligations; (c) extend or renew for one or more periods
(whether or not longer than the original period), alter or exchange any of the
Senior Obligations, or release or compromise any obligation of any nature of any
obligor with respect to any of the Senior Obligations; and (d) release its
security interest in, or surrender, release or permit any substitution or
exchange for all or any part of any property securing any of the Senior
Obligations, or extend or renew for one or more periods (whether or not longer
than the original period), or release, compromise, alter or exchange any
obligations of any nature of any obligor with respect to any such property.
SECTION 11. Transfer of Senior Obligations. Senior Creditor may, from
time to time, whether before or after any discontinuance of this Subordination
Agreement, without notice to Junior Creditor, assign or transfer any or all of
the Senior Obligations, or any interest therein; and, notwithstanding any such
assignment or transfer or any subsequent assignment or transfer thereof, such
Senior Obligations shall be and remain Senior Obligations for the purposes of
this Subor dination Agreement, and every immediate and successive assignee or
transferee of any of the Senior Obligations or of any interest therein shall, to
the extent of the interest of such assignee or transferee in the Senior
Obligations, be entitled to the benefits of this Subordination Agreement to the
same extent as if such assignee or transferee were the Senior Creditor;
provided, however, that, unless the
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Senior Creditor shall otherwise consent in writing, the Senior Creditor shall
have an unimpaired right, prior and superior to that of any such assignee or
transferee, to enforce this Subordination Agreement, for the benefit of the
Senior Creditor, as to those of the Senior Obligations which the Senior Creditor
has not assigned or transferred.
SECTION 12. Transfer of Collateral. Senior Creditor may, from time to
time, whether before or after any termination of this Subordination Agreement,
without notice to Junior Creditor, dispose of, and exercise any other rights
with respect to, any or all of the Collateral, free of the Subordinate Interest;
provided, however, that Junior Creditor does not waive hereby any rights that
may not be waived under Applicable Law. Junior Creditor shall, upon any
disposition of any of the Collateral by Senior Creditor, execute and deliver any
and all releases or other documents or agreements requested by Senior Creditor
to accomplish the disposition of any of the Collateral free of the Subordinate
Interest.
SECTION 13. Miscellaneous. Neither Senior Creditor, nor any holder of
the Senior Note shall be prejudiced in its rights under this Subordination
Agreement by any act or failure to act of Company, any Subsidiary Guarantor or
Junior Creditor, or any noncompliance of Company, any Subsidiary Guarantor or
Junior Creditor with any agreement or obligation, regardless of any knowledge
thereof which Senior Creditor, or any holder of the Senior Note may have, or
with which Senior Creditor, or such holder may be charged; and no action
permitted hereunder of Senior Creditor, or any holder of the Senior Note shall
in any way affect or impair the rights of Senior Creditor, or any holder of the
Senior Note, and the obligations of Junior Creditor under this Subordination
Agreement. No delay on the part of Senior Creditor, or any holder of the Senior
Note in the exercise of any right or remedy shall operate as a waiver thereof,
and no single or partial exercise by Senior Creditor, or any holder of the
Senior Note of any right or remedy shall preclude other or further exercise
thereof, or the exercise of any other right or remedy; nor shall any
modification or waiver of any of the provisions of this Subordination Agreement
be binding upon Senior Creditor, or any holder of the Senior Note, except by the
express written consent of Senior Creditor set forth in a writing duly signed
and delivered on behalf of Senior Creditor. For the purposes of this
Subordination Agreement, Senior Obligations shall include all obligations of
Company under or in connection with the Senior Note, notwithstanding any right
or power of Company or anyone else to assert any claim or defense as to the
invalidity or unenforceability of any such obligation, and no such claim or
defense shall affect or impair the agreements and obligations of Junior Creditor
hereunder.
SECTION 14. Addresses for Notices. All notices and other communications
provided for hereunder shall be in writing (including telegraphic communication)
and, if to Senior Creditor or the Junior Creditor, respectively, addressed,
delivered or transmitted to it, at the address or facsimile number set forth
below its signature hereto or, as to either party, at such other address or
facsimile number as shall be designated by such party in a written notice to
each other party complying as to delivery with the terms of this Section 14. Any
notice, if mailed and properly addressed and sent by prepaid courier service,
shall be deemed given when received; and notice, if transmitted by facsimile,
shall be deemed given upon receipt of the confirmation of transmission.
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SECTION 15. Senior Creditor Appointed Attorney-in-Fact. Junior Creditor
hereby appoints Senior Creditor Junior Creditor's attorney-in-fact, with full
power of substitution, for the purpose of taking such action and executing
agreements, instruments and other documents in the name of Junior Creditor, or
otherwise, as Senior Creditor may deem necessary or advisable to accomplish the
purposes hereof, which appointment is coupled with an interest and is
irrevocable.
SECTION 16. Section Captions. Section captions used in this
Subordination Agreement are for convenience of reference only, and shall not
affect the construction of this Subordination Agreement.
SECTION 17. Severability. Wherever possible each provision of this
Subordination Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Subordination
Agreement shall be prohibited by or invalid under such law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Subordination Agreement.
SECTION 18. Governing Law, Entire Agreement, etc. THIS SUBORDINATION
AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO CHOICE OF LAW OR
CONFLICTS OF LAW PROVISIONS. This Subordination Agreement constitutes the entire
understanding among the parties hereto with respect to the subject matter hereof
and supersedes any prior agreements, written or oral, with respect thereto.
SECTION 19. Execution in Counterparts. This Subordination Agreement may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
agreement.
SECTION 20. Binding Effect. This Subordination Agreement shall be
binding upon Junior Creditor, and upon the successors and assigns of Junior
Creditor; and all references herein to Company and to Junior Creditor,
respectively, shall be deemed to include any successor or successors, whether
immediate or remote, to Company and to Junior Creditor.
SECTION 21. Recorded Instruments. In order to effect the subordination
described in this Subordination Agreement, Junior Creditor and Senior Creditor
agree to execute, acknowledge and deliver such other recordable agreements and
instruments as may be reasonably necessary or desirable under the laws of the
jurisdictions in which the Junior Collateral and/or the Senior Collateral is or
may be located to give notice to third parties of this Subordination Agreement
and to otherwise implement this Subordination Agreement.
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IN WITNESS WHEREOF, this Subordination Agreement has been executed and
delivered by Junior Creditor and Senior Creditor as of the date above first
written.
ENCAP EQUITY 1994 LIMITED
PARTNERSHIP, a Texas limited partnership
By: EnCap Investments L.C., General Partner
By: /s/ XXXX X. XXXXXXXX
--------------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Managing Director
Address: 0000 Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx
Facsimile: 713-659-6130
ENERGY CAPITAL INVESTMENT COMPANY
PLC, an English investment company
By: /s XXXX X. XXXXXXXX
--------------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Director
Address: 0000 Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx
Facsimile: 000-000-0000
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, a national banking
association, as agent
By: /s/ XXXXXXX X. XXXXXXXX
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
Address: 000 Xxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx
Facsimile: 000-000-0000
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