-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ruy/cce9Pk8SlLMUeSyEgxXgoZ0PZR1HLkpsQW9oYZrDPMUndSyJ4pV95BTke1Eh 5cSQvAJsQsiZjFzkSmk5HA== 0000867665-09-000004.txt : 20090120 0000867665-09-000004.hdr.sgml : 20090119 20090120150800 ACCESSION NUMBER: 0000867665-09-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090116 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090120 DATE AS OF CHANGE: 20090120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABRAXAS PETROLEUM CORP CENTRAL INDEX KEY: 0000867665 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 742584033 STATE OF INCORPORATION: NV FISCAL YEAR END: 1112 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16071 FILM NUMBER: 09534012 BUSINESS ADDRESS: STREET 1: 500 N LOOP 1604 E STE 100 CITY: SAN ANTONIO STATE: TX ZIP: 78232 BUSINESS PHONE: 2104904788 MAIL ADDRESS: STREET 1: 500 N LOOP 1604 EAST STE 100 CITY: SAN ANTONIO STATE: TX ZIP: 78232 8-K 1 aeprefin8k.htm FORM 8-K aeprefin8k.htm
 
 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
January 16, 2009
Date of Report (Date of earliest event reported)
 
ABRAXAS PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
 
Nevada
1-16071
74-2584033
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)

 
18803 Meisner Drive
San Antonio, Texas 78258
(210) 490-4788
(Address of principal executive offices and Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


5411196v.1
 
 

 

Item 1.01                      Entry into a Material Definitive Agreement
 
Amendment to Amended and Restated Credit Agreement
 
On January 16, 2009, Abraxas Energy Partners, L.P., an indirect subsidiary of Abraxas Petroleum Corporation, which we refer to as the Partnership, entered into an amendment to its amended and restated senior secured revolving credit facility with Société Générale, as administrative agent and issuing lender, The Royal Bank of Canada, as syndication agent, The Royal Bank of Scotland PLC, as documentation agent and the lenders signatory thereto, which we refer to as the Partnership Credit Facility.  Under the terms of the amendment, during the period beginning on January 16, 2009 and ending on the date that the Subordinated Credit Agreement (as defined below) is terminated, outstanding amounts under the Partnership Credit Facility bear interest at (a) the greater of (1) the reference rate announced from time to time by Société Générale, (2) the Federal Funds Rate plus 0.5%, and (3) a rate determined by Société Générale as the daily one-month LIBOR rate plus, in each case, (b) 1.5% - 2.5%, depending on the utilization of the borrowing base, or, if the Partnership elects, at the London Interbank Offered Rate plus 2.5% - 3.5% depending on the utilization of the borrowing base.  After the termination of the Subordinated Credit Agreement, outstanding amounts under the Partnership Credit Facility will bear interest at (a) the greater of (1) the reference rate announced from time to time by Société Générale, (2) the Federal Funds Rate plus 0.5%, and (3) a rate determined by Société Générale as the daily one-month LIBOR rate plus, in each case, (b) 1.0% - 2.0%, depending on the utilization of the borrowing base, or, if the Partnership elects, at the London Interbank Offered Rate plus 2.0% - 3.0% depending on the utilization of the borrowing base.  At January 16, 2009, the interest rate on the Partnership Credit Facility was 3.8%.
 
Under the terms of the amendment, the Partnership may make cash distributions if, after giving effect to such distributions, the Partnership is not in default under the Partnership Credit Facility, there is no borrowing base deficiency and provided that:
 
(i)           no such distribution shall be made using proceeds of any advance unless the unused portion of the amount then available under the Partnership Credit Facility is greater than or equal to 10% of the lesser of the borrowing base (which at January 16, 2009 was $140.0 million) or the total commitment amount of the Partnership Credit Facility (which is $300.0 million) at such time;
 
(ii)           with respect to the cash distribution scheduled to be made on or about May 15, 2009 attributable to the first quarter of 2009, no distribution may be made unless (x) the sum of the Partnership’s unrestricted cash and the unused portion of the amount then available under the Partnership Credit Facility after giving effect to such distribution is at least $20.0 million or (y) the Subordinated Credit Agreement shall have terminated; and
 
(iii)           no such distribution may exceed $0.44 per unit per quarter while the Subordinated Credit Agreement is outstanding.
 
In addition, under the terms of the amendment, the Partnership’s capital expenditures may not exceed $12.5 million prior to the termination of the Subordinated Credit Agreement.
 
Amendment to Subordinated Credit Agreement
 
On January 16, 2009, the Partnership entered into an amendment to its subordinated credit facility with Société Générale, as administrative agent, The Royal Bank of Canada, as syndication agent, and the lenders signatory thereto, which we refer to as the Subordinated Credit Agreement.  Under the terms of the amendment to the Subordinated Credit Agreement, outstanding amounts bear interest at (a) the greater of (1) the reference rate announced from time to time by Société Générale, (2) the Federal Funds Rate plus 0.5%, and (3) a rate determined by Société Générale as the daily one-month LIBOR rate plus, in each case, (b) 7.5%, or, if the Partnership elects, at the greater of (a) 2.0% and (b) the London Interbank Offered Rate plus, in each case, 8.5%.  At January 16, 2009, the interest rate on the Subordinated Credit Agreement was 10.5%.  The amended maturity date is July 1, 2009.  Principal payments under the Subordinated Credit Agreement must be made on May 14, 2009 in an amount, which we refer to as the May 14, 2009 Payment Amount, equal to the lesser of the amount of cash distributed to Abraxas Energy Investments, LLC, a wholly-owned subsidiary of Abraxas Petroleum, on or about February 14, 2009 and $2.25 million with the balance due on the maturity date.  The maturity date may be accelerated if any limited partner of the Partnership, other than Perlman Value Partners, exercises its right to convert its limited partner units into shares of common stock of Abraxas Petroleum pursuant to the terms of the Exchange and Registration Rights Agreement dated May 25, 2007, as amended (the “Exchange Agreement”), among Abraxas Petroleum, the Partnership and the purchasers named therein pursuant to which, among other things, Abraxas Petroleum and the Partnership agreed to allow the purchasers to exchange their limited partner units in the Partnership for shares of Abraxas Petroleum common stock.  As a result of the amendment to the Subordinated Credit Agreement, the date on which the purchasers, if the Partnership’s IPO has not been consummated prior to that date, may first exchange their Partnership units for Abraxas Petroleum common stock is April 30, 2009. The amendment added two events of default to the Subordinated Credit Agreement.  The first event of default would occur if the Partnership fails to receive a letter of credit, which we refer to as the APC L/C, in its favor from Abraxas Petroleum equal to the May 14, 2009 Payment Amount, the Partnership fails to draw on the APC L/C on or before May 14, 2009 or the Partnership fails to use the proceeds of the APC L/C to make the principal payment due on May 14, 2009.  This event of default would not occur in the event that the Partnership repays the principal amount due on May 14, 2009 with funds received from Abraxas Petroleum.  The Partnership and Abraxas Petroleum have agreed that upon the occurrence of such a payment or the Partnership’s drawing on the APC L/C that, in consideration thereof, the Partnership would issue a number of additional units to Abraxas Petroleum determined by dividing the May 14, 2009 Payment Amount by 110% of the average trading yields of comparable E&P MLPs based on the closing market price on May 14, 2009 multiplied by the most recent quarterly distribution paid or declared by the Partnership times four.  The other event of default would occur if the Partnership fails to receive $20.0 million of proceeds from an equity issuance on or before April 30, 2009.
 
The summaries of the amendments to the Partnership Credit Facility and the Subordinated Credit Agreement under this Item 1.01 are qualified in their entirety by the copies thereof filed as Exhibits 10.1 and 10.2, respectively, to this Form 8-K, which are incorporated in this Item 1.01 by reference.
 
Item 9.01                      Financial Statements and Exhibits.
 
(c)           Exhibits.
 
 
Exhibit 10.1
Amendment No. 1 to Amended and Restated Credit Agreement dated January 16, 2009, by and among Abraxas Energy Partners, L.P., Société Générale, as administrative agent and issuing lender, The Royal Bank of Canada, as syndication agent, The Royal Bank of Scotland PLC, as documentation agent, and the lenders signatory thereto.
 
 
Exhibit 10.2
Amendment No. 1 to Subordinated Credit Agreement dated January 16, 2009 by and among Abraxas Energy Partners, L.P., Société Générale, as administrative agent, The Royal Bank of Canada, as syndication agent, and the lenders signatory thereto.
 
 
Exhibit 99.1
Press Release dated January 20, 2009.

 

 
5411196v.1
 
 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
ABRAXAS PETROLEUM CORPORATION
 
By:  /s/ Chris E. Williford                                                                     
Chris E. Williford
Executive Vice President, Chief Financial
Officer and Treasurer

Dated:  January 20, 2009
 

 
5411196v.1
 
 

 

EX-10.1 2 amendedcreditfac.htm EXHIBIT 10.1 amendedcreditfac.htm
 
Exhibit 10.1
 

 
AMENDMENT NO. 1
(Amended and Restated Credit Agreement)

This Amendment No. 1 ("Agreement") dated as of January 16, 2009 ("Effective Date") is among Abraxas Energy Partners, L.P., a Delaware limited partnership ("Borrower"), the lenders party to the Credit Agreement described below from time to time as Lenders, and Société Générale, as Administrative Agent (in such capacity, the "Administrative Agent") and as Issuing Lender (in such capacity, the "Issuing Lender").

RECITALS

A.                      The Borrower, the Lenders, the Issuing Lender and the Administrative Agent are parties to the Amended and Restated Credit Agreement dated as of January 31, 2008, (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"; each capitalized term defined in the Credit Agreement and used herein without definition shall have the meaning assigned to such term in the Credit Agreement, unless expressly provided to the contrary).

B.                      Contemporaneously herewith, the Borrower, the Subordinated Agent and the Subordinated Lenders (each as defined in the Credit Agreement) propose to make certain amendments to the Subordinated Credit Agreement (as defined in the Credit Agreement) pursuant to that certain Amendment No. 1 dated as of January 16, 2009 (the "Subordinated Credit Agreement Amendment") among the Borrower, the Subordinated Agent and the Subordinated Lenders.

C.                      The Borrower has requested that the Lenders (a) consent to (i) the Subordinated Credit Agreement Amendment and (ii) the terms of that certain Amendment No. 1 to Intercreditor Agreement and Subordination dated as of January 16, 2009 (the "Intercreditor Amendment") among the Administrative Agent, the Subordinated Agent, the Borrower and the Guarantors, (b) redetermine the amount of the Borrowing Base as provided herein, and (c) make certain amendments to the Credit Agreement as provided herein.

THEREFORE, the Borrower, the Lenders, the Issuing Lender and the Administrative Agent hereby agree as follows:

ARTICLE I.
 
DEFINITIONS
 
Section 1.01Terms Defined Above.  As used in this Agreement, each of the terms defined in the opening paragraph and the Recitals above shall have the meanings assigned to such terms therein.
 
Section 1.02Other Definitional Provisions. The words "hereby", "herein", "hereinafter", "hereof", "hereto" and "hereunder" when used in this Agreement shall refer to this Agreement as a whole and not to any particular Article, Section, subsection or provision of this Agreement.  Article, Section, subsection and Exhibit references herein are to such Articles, Sections, subsections and Exhibits of this Agreement unless otherwise specified. All titles or
 

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headings to Articles, Sections, subsections or other divisions of this Agreement or the exhibits hereto, if any, are only for the convenience of the parties and shall not be construed to have any effect or meaning with respect to the other content of such Articles, Sections, subsections, other divisions or exhibits, such other content being controlling as the agreement among the parties hereto.  Whenever the context requires, reference herein made to the single number shall be understood to include the plural; and likewise, the plural shall be understood to include the singular.  Words denoting gender shall be construed to include the masculine, feminine and neuter, when such construction is appropriate; and specific enumeration shall not exclude the general but shall be construed as cumulative.  Definitions of terms defined in the singular or plural shall be equally applicable to the plural or singular, as the case may be, unless otherwise indicated.
 
ARTICLE II.
 
CONSENT
 
Section 2.01Consent; Acknowledgment; Agreement.  Subject to the terms of this Amendment, the Administrative Agent and the Lenders hereby consent to (a) the execution and delivery of the Intercreditor Amendment and the terms and conditions thereof and (b) the execution and delivery of the Subordinated Credit Agreement Amendment and the terms and conditions thereof.  The consents by the Lenders and by the Administrative Agent described in this Section 2.01 are collectively referred to herein as the "Consents."  The Consents are contingent upon the satisfaction of the conditions precedent described in Article VI below.  Such Consents are strictly limited to the extent described herein.  Nothing contained herein shall be construed to be a consent to or a permanent waiver of the Sections covered by the Consents provided for herein or any other terms, provisions, covenants, warranties or agreements contained in the Credit Agreement or any other Loan Document.  The Lenders reserve the right to exercise any rights and remedies available to them in connection with any other present or future defaults with respect to any provision of the Credit Agreement or any other Loan Document.  The descriptions herein of the Consents are based upon the information provided to the Lenders on or prior to the date hereof, and, to the extent that material information is incorrect or omitted with respect to any activity, event or circumstance that could result in a Default or Event of Default, such Consent shall not be deemed to apply to such activity, event or circumstance.  The failure of the Lenders to give notice to the Borrower of any such Defaults or Events of Default is not intended to be nor shall be a waiver thereof.  The Borrower hereby agrees and acknowledges that the Lenders require and will require strict performance by the Borrower of all of its obligations, agreements and covenants contained in the Credit Agreement and the other Loan Documents pursuant to the terms thereof, and no inaction or action regarding any Default or Event of Default is intended to be or shall be a waiver thereof.
 
ARTICLE III.
 
BORROWING BASE
 
Section 3.01Redetermination of Borrowing Base.  Subject to the terms of this Amendment, the parties hereto agree that, as of the Effective Date, the Borrowing Base shall be equal to $140,000,000 and such Borrowing Base shall remain in effect at such amount until the Borrowing Base is redetermined in accordance with the Credit Agreement.
 

 
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ARTICLE IV.
 
AMENDMENTS
 

 
Section 4.01Section 1.01 of the Credit Agreement is hereby amended as follows:
 
(a)           Each of the following defined terms is deleted in its entirety and replaced with the following:
 
"Adjusted Reference Rate" means, for any day, the fluctuating rate per annum of interest equal to the greatest of (a) the Reference Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus ½ of 1%, and (c) a rate determined by the Administrative Agent to be the Daily One-Month LIBOR plus 1.50%.  Any change in the Adjusted Reference Rate due to a change in the Reference Rate, the Federal Funds Rate or the Daily One-Month LIBOR shall be effective on the effective date of such change in the Reference Rate, Federal Funds Rate or Daily One-Month LIBOR.
 
"Applicable Margin" means, with respect to any Advance, (a) during such times as any Event of Default exists, 3% per annum plus the rate per annum otherwise applicable under clause (b) below, and (b) at all other times:
 
(i)           for any day during the Subordinated Loan Period, the rate per annum set forth below for the relevant Type of such Advance based on the relevant Utilization applicable from time to time, and
 
Utilization
Eurodollar Rate Advances
Reference Rate Advances
Less than or equal to 25%
2.50%
1.50%
Greater than 25% but less than 50%
2.75%
1.75%
Equal to or greater than 50% but less than 75%
3.00%
2.00%
Equal to or greater than 75% but less than 85%
3.25%
2.25%
Equal to or greater than 85%
3.50%
2.50%

 
(ii)           for any day other than a day during the Subordinated Loan Period, the rate per annum set forth below for the relevant Type of such Advance based on the relevant Utilization applicable from time to time.
 
Utilization
Eurodollar Rate Advances
Reference Rate Advances
Less than or equal to 25%
2.00%
1.00%
Greater than 25% but less than 50%
2.25%
1.25%
Equal to or greater than 50% but less than 75%
2.50%
1.50%
Equal to or greater than 75% but less than 85%
2.75%
1.75%
Equal to or greater than 85%
3.00%
2.00%

The Applicable Margin for any Advance shall change when and as the relevant date or Utilization changes, when and as the Subordinated Loan Period ends and when and as any such Event of Default commences or terminates.
 
"Commitment Fee Rate" means the per annum commitment fee rate set forth below and applicable from time to time.  The Commitment Fee Rate shall change when and as the relevant Utilization changes:
 
Utilization
Rate
Less than or equal to 25%
0.300%
Greater than 25% but less than 50%
0.375%
Equal to or greater than 50% but less than 75%
0.375%
Equal to or greater than 75% but less than 85%
0.500%
Equal to or greater than 85%
0.500%
(b)           The following new terms are added in alphabetical order:
 
"Amendment No. 1 Effective Date" means January 16, 2009.
 
"APC Letter of Credit" means the "APC Letter of Credit" as defined in the Subordinated Credit Agreement.
 
"Capital Expenditures" means, for the Borrower and its Subsidiaries for any period, the aggregate of all expenditures and costs paid or, without duplication, accrued by the Borrower and such Subsidiaries during such period that are for items which should be capitalized in accordance with GAAP, including intangible drilling and development expenditures.
 
"Daily One-Month LIBOR" means, for any day, the rate of interest per annum (rounded upward, if necessary, to the nearest whole 1/8 of 1%) determined pursuant to the following formula:
 
Daily One Month LIBOR =                               Base LIBOR                                           
100% - - LIBOR Reserve Percentage
 
 For purposes of this definition:
 
(a)           "Base LIBOR" means the rate per annum for United States dollar deposits quoted by the Administrative Agent for the purpose of
 

 
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calculating effective rates of interest for loans making reference to the "Daily One-Month LIBOR", as the inter-bank offered rate in effect from time to time for delivery of funds for one (1) month in amounts approximately equal to the principal amount of such loans; provided that the Administrative Agent may base its quotation of the inter-bank offered rate upon such offers or other market indicators of the inter-bank market as the Administrative Agent in its discretion deems appropriate including, but not limited to, the Eurodollar Rate.
 
(b)           "LIBOR Reserve Percentage" means the reserve percentage prescribed by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, adjusted by the Administrative Agent for expected changes in such reserve percentage during a one (1) month period.
 
"Subordinated Loan Period" means the period from and including the Amendment No. 1 Effective Date to and including the Subordinated Loan Termination Date.
 
"Subordinated Loan Termination Date" means the first date on which (a) the Subordinated Debt (other than contingent expense reimbursement and indemnification obligations) has been paid in cash in full, (b) all Hedge Contracts between the Borrower or any of its Subsidiaries and any Subordinated Lender that is not also a Lender hereunder or any Affiliate of such a Subordinated Lender have been terminated, (c) the Subordinated Loan Documents have been terminated (except as to expense reimbursement and indemnification provisions), and (d) the Subordinated Lenders have executed and delivered to the Administrative Agent all documents and instruments required to release and terminate the Liens securing the Subordinated Obligations.
 
Section 4.02Section 2.03(e)(ii) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
 
(ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Reference Rate Advances.
 
Section 4.03Section 6.05 of the Credit Agreement is hereby amended by (a) adding the phrase "and pursuant to the Exchange Agreement" after the phrase "pursuant to the Registration Rights Agreement" in the lead-in to such Section, and (b) by deleting clause (b) of such Section and replacing it in its entirety with the following:
 
(b) the Borrower may declare and pay quarterly cash distributions to its equity interest holders of Available Cash so long as before and after giving effect to such distribution and any redetermination of the Borrowing Base as a result of such distribution (1) no Default exists and (2) no Borrowing Base Deficiency exists; provided that:
 

 
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(i)no such cash distribution shall be made using the proceeds of any Advance unless the Unused Commitment Amount, as it may have been calculated as a result of such distribution, is greater than or equal to 10% of the lesser of (A) the then effective Borrowing Base or (B) the aggregate Commitments;
 
(ii)           with respect to the cash distribution scheduled to be made on or about May 15, 2009 attributable to the first quarter of 2009, no such distribution shall be made unless (A) the sum of the Borrower’s unrestricted cash and Unused Commitment Amount after giving effect to such distribution shall be at least $20,000,000; provided that, for the avoidance of doubt, the undrawn amount of the APC Letter of Credit or any proceeds received from a draw thereunder shall not constitute unrestricted cash, or (B) the Subordinated Loan Termination Date shall have occurred; and
 
(iii)           with respect to cash distributions made during the Subordinated Loan Period, no such distribution shall exceed $0.44 per unit of Equity Interests of the Borrower then outstanding per quarter; and
 
Section 4.04Article VI of the Credit Agreement is hereby amended by adding a new Section 6.21 to the end thereof as follows:
 
Section 6.21                                Limitation on Capital Expenditures.  The Borrower shall not, nor shall it permit any of its Subsidiaries to, make or commit to any Capital Expenditure at any time during the Subordinated Loan Period, except Capital Expenditures in the ordinary course of business not exceeding $12,500,000 in the aggregate.
 
Section 4.05Section 9.01(a) of the Credit Agreement is hereby amended by (A) deleting the semicolon after clause (x) and replacing it with "; or" and (B) adding the new clause (xi) to the end thereof as follows:
 
(xi) amend or waive Section 6.05;
 
ARTICLE V.
 
REPRESENTATIONS AND WARRANTIES
 
Section 5.01Representations and Warranties.  The Borrower represents and warrants that: (a) its representations and warranties contained in Article IV of the Credit Agreement and its representations and warranties contained in the Security Instruments, the Guaranties, and each of the other Loan Documents to which it is a party are true and correct in all material respects on and as of the Effective Date, as though made on and as of such date, except those representations and warranties that speak of a certain date, which representations and warranties were true and correct as of such date; (b) no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate power and authority of  the Borrower and have been duly authorized by appropriate corporate action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and
 

 
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approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Instruments are valid and subsisting and secure the Borrower's obligations under the Loan Documents.
 
ARTICLE VI.
 
CONDITIONS
 
This Agreement shall become effective and enforceable against the parties hereto upon the occurrence of the following conditions precedent:

Section 6.01Documentation.  The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of (a) this Agreement duly and validly executed and delivered by duly authorized officers of the Borrower, the Administrative Agent, the Issuing Lender and the Lenders and (b) the Intercreditor Amendment.
 
Section 6.02Subordinated Credit Agreement Amendment.  The Administrative Agent shall have received true and correct copies of the fully-executed Subordinated Credit Agreement Amendment and such agreement shall have become effective.
 
Section 6.03No Default.  No Default shall have occurred and be continuing as of the Effective Date.
 
Section 6.04Representations.  The representations and warranties in this Agreement shall be true and correct in all material respects.
 
Section 6.05Fees and Expenses.  The Borrower shall have paid (a) an amendment fee in the amount of $350,000 to the Administrative Agent for the pro rata account of the Lenders and (b) all fees and expenses of the Administrative Agent's outside legal counsel and other consultants pursuant to all invoices presented for payment on or prior to the Effective Date.
 
ARTICLE VII.
 
MISCELLANEOUS
 
Section 7.01Effect on Loan Documents; Acknowledgments.
 
(a)           The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment.
 
(b)           The Administrative Agent, the Issuing Lender, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents.  Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent, the Issuing Lender or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent, any Issuing Lender or any Lender to collect the full amounts owing to them under the Loan Documents.
 
(c)           Each of the Borrower, the Administrative Agent, the Issuing Lender, and the Lenders does hereby adopt, ratify, and confirm the Credit Agreement, and acknowledges and
 

 
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agrees that the Credit Agreement and all other Loan Documents are and remain in full force and effect, and the Borrower acknowledges and agrees that its liabilities under the Credit Agreement and the other Loan Documents are not impaired in any respect by this Agreement or the consent and amendment granted hereunder.
(d)           This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents.  Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.
 
Section 7.02Counterparts.  This Agreement may be signed in any number of counterparts, each of which shall be an original and all of which, taken together, constitute a single instrument.  This Agreement may be executed by facsimile signature and all such signatures shall be effective as originals.
 
Section 7.03Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the Lenders, the Borrower, the Administrative Agent, the Issuing Lender and their respective successors and assigns permitted pursuant to the Credit Agreement.
 
Section 7.04Invalidity.  In the event that any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement.
 
Section 7.05Governing Law.  This Agreement shall be deemed to be a contract made under and shall be governed by and construed in accordance with the laws of the State of New York.
 
Section 7.06Entire Agreement. THIS AGREEMENT, THE CREDIT AGREEMENT, THE NOTES, AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.
 
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
 


[Signature Pages Follow]

 
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EX-10.2 3 amendedsubfacility.htm EXHIBIT 10.2 amendedsubfacility.htm
Exhibit 10.2
 

 
AMENDMENT NO. 1
(Subordinated Credit Agreement)

This Amendment No. 1 ("Agreement") dated as of January 16, 2009 ("Effective Date") is among Abraxas Energy Partners, L.P., a Delaware limited partnership ("Borrower"), the lenders party to the Credit Agreement described below from time to time as Lenders, and Société Générale, as Administrative Agent (in such capacity, the "Administrative Agent").

RECITALS

A.                      The Borrower, the Lenders and the Administrative Agent are parties to the Subordinated Credit Agreement dated as of January 31, 2008, (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"; each capitalized term defined in the Credit Agreement and used herein without definition shall have the meaning assigned to such term in the Credit Agreement, unless expressly provided to the contrary).

B.                      Contemporaneously herewith, the Borrower, the Senior Agent and the Senior Lenders (each as defined in the Credit Agreement) propose to make certain amendments to the Senior Credit Agreement (as defined in the Credit Agreement) pursuant to that certain Amendment No. 1 dated as of January 16, 2009 (the "Senior Credit Agreement Amendment") among the Borrower, the Senior Agent and the Senior Lenders.

C.                      The Borrower has requested that the Lenders (a) to the extent required to make such agreements effective, consent to (i) the Senior Credit Agreement Amendment and (ii) the terms of that certain Amendment No. 1 to Intercreditor Agreement and Subordination dated as of January 16, 2009 (the "Intercreditor Amendment") among the Administrative Agent, the Senior Agent, the Borrower and the Guarantors, and (b) make certain amendments to the Credit Agreement as provided herein.

D.                      The Borrower, the Administrative Agent and the Lenders wish to, subject to the terms and conditions of this Amendment, make certain amendments to the Credit Agreement as provided herein.

THEREFORE, the Borrower, the Administrative Agent and the Lenders hereby agree as follows:

ARTICLE I.
 
DEFINITIONS
 
Section 1.01Terms Defined Above.  As used in this Agreement, each of the terms defined in the opening paragraph and the Recitals above shall have the meanings assigned to such terms therein.
 
Section 1.02Other Definitional Provisions. The words "hereby", "herein", "hereinafter", "hereof", "hereto" and "hereunder" when used in this Agreement shall refer to this Agreement as a whole and not to any particular Article, Section, subsection or provision of this Agreement.  Article, Section, subsection and Exhibit references herein are to such Articles,
 

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Sections, subsections and Exhibits of this Agreement unless otherwise specified. All titles or headings to Articles, Sections, subsections or other divisions of this Agreement or the exhibits hereto, if any, are only for the convenience of the parties and shall not be construed to have any effect or meaning with respect to the other content of such Articles, Sections, subsections, other divisions or exhibits, such other content being controlling as the agreement among the parties hereto.  Whenever the context requires, reference herein made to the single number shall be understood to include the plural; and likewise, the plural shall be understood to include the singular.  Words denoting gender shall be construed to include the masculine, feminine and neuter, when such construction is appropriate; and specific enumeration shall not exclude the general but shall be construed as cumulative.  Definitions of terms defined in the singular or plural shall be equally applicable to the plural or singular, as the case may be, unless otherwise indicated.
 
ARTICLE II.
 
CONSENT
 
Section 2.01Consent; Acknowledgment; Agreement.  Subject to the terms of this Amendment and to the extent required to make such agreements effective, the Administrative Agent and the Lenders hereby consent to (a) the execution and delivery of the Senior Credit Agreement Amendment and the terms and conditions thereof and (b) the execution and delivery of the Intercreditor Amendment and the terms and conditions thereof.  The consents by the Lenders and by the Administrative described in this Section 2.01 are collectively referred to herein as the "Consents."  The Consents are contingent upon the satisfaction of the conditions precedent described in Article V below.  Such Consents are strictly limited to the extent described herein.  Nothing contained herein shall be construed to be a consent to or a permanent waiver of the Sections covered by the Consents provided for herein or any other terms, provisions, covenants, warranties or agreements contained in the Credit Agreement or any other Loan Document.  The Lenders reserve the right to exercise any rights and remedies available to them in connection with any other present or future defaults with respect to any provision of the Credit Agreement or any other Loan Document.  The descriptions herein of the Consents are based upon the information provided to the Lenders on or prior to the date hereof, and, to the extent that material information is incorrect or omitted with respect to any activity, event or circumstance that could result in a Default or Event of Default, such Consent shall not be deemed to apply to such activity, event or circumstance.  The failure of the Lenders to give notice to the Borrower of any such Defaults or Events of Default is not intended to be nor shall be a waiver thereof.  The Borrower hereby agrees and acknowledges that the Lenders require and will require strict performance by the Borrower of all of its obligations, agreements and covenants contained in the Credit Agreement and the other Loan Documents pursuant to the terms thereof, and no inaction or action regarding any Default or Event of Default is intended to be or shall be a waiver thereof.
 
ARTICLE III.
 
AMENDMENTS
 
Section 3.01Section 1.01 of the Credit Agreement is hereby amended as follows:
 
(a)           Each of the following defined terms is deleted in its entirety and replaced with the following:
 

 
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"Adjusted Reference Rate" means, for any day, the fluctuating rate per annum of interest equal to the greatest of (a) the Reference Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus ½ of 1%, and (c) a date determined by the Administrative Agent to be the Daily One-Month LIBOR plus 1.50%.  Any change in the Adjusted Reference Rate due to a change in the Reference Rate, the Federal Funds Rate or the Daily One-Month LIBOR shall be effective on the effective date of such change in the Reference Rate, Federal Funds Rate or Daily One-Month LIBOR.
 
"Applicable Margin" means, with respect to any Advance, (a) during such times as any Event of Default exists, 3% per annum plus the rate per annum set forth below for the relevant Type of such Advance based on the applicable date, and (b) at all other times, the rate per annum set forth below for the relevant Type of such Advance.  The Applicable Margin for any Advance shall change when and as any such Event of Default commences or terminates.
 
Eurodollar Rate Advances
Reference Rate Advances
8.50%
7.50%

 
"Eurodollar Rate" means, for the Interest Period for each Eurodollar Rate Advance comprising the same Borrowing, the rate of interest equal to the greater of (a) 2% per annum and (b) the interest rate per annum (rounded upward to the nearest whole multiple of 1/100 of 1% per annum) set forth on Reuters Reference LIBOR01 as the London Interbank Offered Rate, for deposits in Dollars at 11:00 a.m. (London, England time) two Business Days before the first day of such Interest Period and for a period equal to such Interest Period; provided, that, if no such quotation appears on the Reuters Reference LIBOR01, the Eurodollar Rate shall be an interest rate per annum equal to the rate per annum at which deposits in Dollars are offered by the principal office of Société Générale in London, England to prime banks in the London interbank market at 11:00 a.m. (London, England time) two Business Days before the first day of such Interest Period in an amount substantially equal to the Eurodollar Rate Advance to be maintained by the Lender that is the Administrative Agent in respect of such Borrowing and for a period equal to such Interest Period.
 
"Maturity Date" means July 1, 2009; provided that if an Investor Trigger Event shall have occurred, the "Maturity Date" under this Agreement shall be May 14, 2009.
 
(b)           The following new terms are added in alphabetical order:
 
"Amendment No. 1 Effective Date" means January 16, 2009.
 
"APC Letter of Credit" has the meaning specified in Section 7.01(o).
 
"Daily One-Month LIBOR" means, for any day, the rate of interest equal to the greater of (a) 2% per annum and (b) the rate of interest per annum
 

 
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(rounded upward, if necessary, to the nearest whole 1/8 of 1%) determined pursuant to the following formula:
 
Daily One Month LIBOR =                                       Base LIBOR                                           
100% - - LIBOR Reserve Percentage
 
For purposes of this definition:
 
(a)           "Base LIBOR" means the rate per annum for United States dollar deposits quoted by the Administrative Agent for the purpose of calculating effective rates of interest for loans making reference to the "Daily One-Month LIBOR", as the inter-bank offered rate in effect from time to time for delivery of funds for one (1) month in amounts approximately equal to the principal amount of such loans; provided that the Administrative Agent may base its quotation of the inter-bank offered rate upon such offers or other market indicators of the inter-bank market as the Administrative Agent in its discretion deems appropriate including, but not limited to, the Eurodollar Rate.
 
(b)           "LIBOR Reserve Percentage" means the reserve percentage prescribed by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, adjusted by the Administrative Agent for expected changes in such reserve percentage during a one (1) month period.
 
"Exchange Agreement" means that certain Exchange and Registration Rights Agreement dated May 25, 2007 among Abraxas Petroleum Corporation, Abraxas Energy Partners, L.P., and the Purchasers party thereto, as the same may be amended, restated or otherwise modified from time to time.
 
"Investor Trigger Event" means any Purchaser (as defined in the Exchange Agreement) exercises its right to exchange any Purchased Common Units (as defined in the Exchange Agreement) into Exchange Shares (as defined in the Exchange Agreement) pursuant to the Exchange Agreement, other than the exercise by Perlman Value Partners of up to 9,000 of its Purchased Common Units.
 
"May 14, 2009 Payment Amount" means an amount equal to the lesser of (a) the amount of the cash distribution made by the Borrower to Abraxas Energy Investments, LLC on or about February 14, 2009 attributable to the fourth quarter of 2008 and (b) $2,250,000.
 
Section 3.02Section 2.03(e)(ii) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
 
(ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Reference Rate Advances.
 

 
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Section 3.03Section 2.06 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
 
Section 2.06.  Repayment of Advances.  The Borrower shall repay to the Administrative Agent for the ratable benefit of the Lenders the outstanding principal amount of each Advance, together with any accrued interest thereon, in installments in the aggregate amounts and on the dates indicated as follows or on such earlier date pursuant to Section 7.02 or Section 7.03:
 
Date
Amount
May 14, 2009
May 14, 2009 Payment Amount
Maturity Date
all remaining principal, interest, fees and other amounts owing in respect of the Advances

 
Section 3.04Section 7.01 of the Credit Agreement is hereby amended by (A) deleting the "or" at the end of clause (m),  (B) deleting the period after clause (n) and replacing it with ";", and (C) adding the following new clauses (o) and (p):
 
(o)           APC Letter of Credit.  (i) the Borrower fails to receive a letter of credit in its favor on terms, including draw conditions, satisfactory to all of the Lenders in their sole discretion and from an issuer satisfactory to all of the Lenders in their sole discretion, in the amount of the May 14, 2009 Payment Amount (the "APC Letter of Credit"), (ii) the Borrower fails to draw on the APC Letter of Credit on or before May 14, 2009, or (iii) the Borrower fails to use the proceeds of such draw to repay the Advances on May 14, 2009 in accordance with Section 2.06; provided that if the Borrower repays such Advances with funds received from APC, failure to comply with (i), (ii) or (iii) shall not constitute an Event of Default; or
 
(p)           Equity Issuance Proceeds. The Borrower fails to receive Equity Issuance Proceeds in immediately available funds in an amount equal to at least $20,000,000 on or before April 30, 2009.
 
Section 3.05Section 9.01 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
 
Section 9.01.  Amendments, Etc.  No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document, nor consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by each Lender and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that (a) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document and (b) the Administrative Agent’s Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.
 

 
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ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
 
Section 4.01Representations and Warranties.  The Borrower represents and warrants that: (a) its representations and warranties contained in Article IV of the Credit Agreement and its representations and warranties contained in the Security Instruments, the Guaranties, and each of the other Loan Documents to which it is a party are true and correct in all material respects on and as of the Effective Date, as though made on and as of such date, except those representations and warranties that speak of a certain date, which representations and warranties were true and correct as of such date; (b) no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate power and authority of  the Borrower and have been duly authorized by appropriate corporate action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Instruments are valid and subsisting and secure the Borrower's obligations under the Loan Documents.
 
ARTICLE V.
 
CONDITIONS
 
This Agreement shall become effective and enforceable against the parties hereto upon the occurrence of the following conditions precedent:

Section 5.01Documentation.  The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of (a) this Agreement duly and validly executed and delivered by duly authorized officers of the Borrower, the Administrative Agent, and the Lenders and (b) the Intercreditor Amendment.
 
Section 5.02Senior Credit Agreement Amendment.  The Administrative Agent shall have received true and correct copies of the fully-executed Senior Credit Agreement Amendment and such agreement shall have become effective.
 
Section 5.03No Default.  No Default shall have occurred and be continuing as of the Effective Date.
 
Section 5.04Representations and Warranties.  The representations and warranties in this Agreement shall be true and correct in all material respects.
 
Section 5.05Fees and Expenses.  The Borrower shall have paid (a) an amendment fee in the amount of $100,000 to the Administrative Agent for the pro rata account of the Lenders and (b) all fees and expenses of the Administrative Agent's outside legal counsel and other consultants pursuant to all invoices presented for payment on or prior to the Effective Date.
 

 
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ARTICLE VI.
 
MISCELLANEOUS
 
Section 6.01Effect on Loan Documents; Acknowledgments.
 
(a)           The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment.
 
(b)           The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents.  Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents.
 
(c)           Each of the Borrower, the Administrative Agent and the Lenders does hereby adopt, ratify, and confirm the Credit Agreement, and acknowledges and agrees that the Credit Agreement and all other Loan Documents are and remain in full force and effect, and the Borrower acknowledges and agrees that its liabilities under the Credit Agreement and the other Loan Documents are not impaired in any respect by this Agreement or the consent and amendment granted hereunder.
 
(d)           This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents.  Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.
 
Section 6.02Counterparts.  This Agreement may be signed in any number of counterparts, each of which shall be an original and all of which, taken together, constitute a single instrument.  This Agreement may be executed by facsimile signature and all such signatures shall be effective as originals.
 
Section 6.03Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the Lenders, the Borrower, the Administrative Agent and their respective successors and assigns permitted pursuant to the Credit Agreement.
 
Section 6.04Invalidity.  In the event that any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement.
 
Section 6.05Governing Law.  This Agreement shall be deemed to be a contract made under and shall be governed by and construed in accordance with the laws of the State of New York.
 
Section 6.06Entire Agreement. THIS AGREEMENT, THE CREDIT AGREEMENT, THE NOTES, AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT
 

 
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EX-99.1 4 newsrelease.htm EXHIBIT 99.1 newsrelease.htm

 
 
Exhibit 99.1
 
ABRAXAS PETROLEUM CORPORATION
www.abraxaspetroleum.com



NEWS RELEASE


Abraxas Announces Loan Amendments and Borrowing Base Confirmation

SAN ANTONIO (January 20, 2009) – Abraxas Petroleum Corporation (NASDAQ:AXAS) today announced that Abraxas Energy Partners, L.P. has finalized agreements with its lenders to amend the terms of its senior credit agreement and its subordinated credit agreement, and to affirm its borrowing base.

Herein, we refer to Abraxas Petroleum Corporation and its subsidiaries as “Abraxas Petroleum” and Abraxas Energy Partners, L.P. and its subsidiaries as “Abraxas Energy” or the “Partnership.”  Abraxas Petroleum owns a 47% interest in the Partnership.
 
The Partnership's senior credit agreement consists of a $300 million revolving credit facility with a borrowing base determined by its lenders on a semi-annual basis.  On January 16, 2009, the lenders affirmed the borrowing base of $140 million, of which $125.6 million is currently outstanding.  The Partnership's $40 million subordinated credit agreement was amended to extend its maturity date from January 31, 2009 to July 1, 2009.
 
 “We are fortunate to have a bank group, which is led by Société Générale, that can meet the needs of its clients during times of unprecedented turmoil and uncertainty in the global debt and equity markets,” commented Barbara Stuckey, Abraxas Energy’s’ President.
 
The amended agreements will be filed with the Securities and Exchange Commission on January 20, 2009.
 
Abraxas Petroleum Corporation is a San Antonio based crude oil and natural gas exploration and production company with operations principally in Texas and the Rocky Mountains.  Abraxas Petroleum Corporation also owns a 47% interest in an upstream master limited partnership, Abraxas Energy Partners, L.P., which entitles Abraxas Petroleum Corporation to receive its proportionate share of cash distributions made by the Partnership.
 

Safe Harbor for forward-looking statements:  Statements in this release looking forward in time involve known and unknown risks and uncertainties, which may cause Abraxas’ actual results in future periods to be materially different from any future performance suggested in this release.  Such factors may include, but may not be necessarily limited to, changes in the prices received by Abraxas for its crude oil and natural gas.  In addition, Abraxas’ future crude oil and natural gas production is highly dependent upon Abraxas’ level of success in acquiring or finding additional reserves.  Further, Abraxas operates in an industry sector where the value of securities is highly volatile and may be influenced by economic and other factors beyond Abraxas’ control.  In the context of forward-looking information provided for in this release, reference is made to the discussion of risk factors detailed in Abraxas’ filings with the Securities and Exchange Commission during the past 12 months.


18803 Meisner Drive
San Antonio, Texas 78258
Phone: 210.490.4788    Fax: 210.918.6675
 
 

 


FOR MORE INFORMATION CONTACT:
Barbara M. Stuckey/ Vice President - Corporate Development
Phone 210.490.4788
bstuckey@abraxaspetroleum.com
www.abraxaspetroleum.com


18803 Meisner Drive
San Antonio, Texas 78258
Phone: 210.490.4788    Fax: 210.918.6675
 
 

 

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-----END PRIVACY-ENHANCED MESSAGE-----