Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Advanced Emissions Solutions, Inc. | a991pressrelease7616.htm |
| 8-K - 8-K - Advanced Emissions Solutions, Inc. | a8-k7616.htm |
EXECUTION VERSION
June 30, 2016
Advanced Emissions Solutions, Inc.
9135 S. Ridgeline Blvd, Ste 200
Highlands Ranch, CO 80129
Attn: L. Heath Sampson
Telephone: (303) 962-1944
Re: Termination of Credit Facility
Ladies and Gentlemen:
Reference is made to that certain credit facility (the “Credit Facility”) evidenced by that
certain Credit Agreement, dated as of October 22, 2015 (as amended, modified, extended,
restated, replaced, or supplemented prior to the date hereof, the “Existing Credit Agreement”),
among Advanced Emissions Solutions, Inc., a Delaware corporation (the “Company”), the
lenders from time to time party thereto (the “Existing Lenders”) and Wilmington Trust, National
Association, a New York banking corporation, as Administrative Agent and Collateral Agent for
the Existing Lenders (in such capacity, the “Existing Agent”). Capitalized terms used herein
without definition have the meanings given to them in the Existing Credit Agreement.
The total principal balance of the loans and advances made by the Existing Lenders to or
for the benefit of the Loan Parties under the Existing Credit Agreement, together with all accrued
but unpaid interest thereon, and the total amount of all fees, costs, expenses and other amounts
owed by the Loan Parties with respect to the Credit Facility under the Existing Credit Agreement
and all other Loan Documents, if paid on June 30, 2016 (the “Payoff Date”) by 2:00 p.m.
(Eastern Time) (the “Payoff Time”), will be as follows (the “Payoff Amount”):
Principal: $9,533,118.03
Interest: $119,163.98
Prepayment Premium: $225,460.00
Existing Agent Fees: $3,000.00
Legal Fees/ Expenses
of Bracewell LLP
(“Bracewell Legal Fees”): $21,561.75
Legal Fees/ Expenses
of Pillsbury Winthrop Shaw Pittman LLP
(“Pillsbury Legal Fees”): $2,741.25
Payoff Amount: $9,905,045.01
#5235513.3
2
If payment of the Payoff Amount is not made by the Payoff Time on the Payoff Date, the Payoff
Amount will be recalculated to include an additional $3,958.33 per day for each day thereafter in
accordance with the provisions of the Existing Credit Agreement (the “Per Diem Amount”);
provided that the Existing Agent receives the Payoff Amount together with all applicable Per
Diem Amounts no later than 1:00 p.m. (Eastern Time) on July 5, 2016 (the “Expiration Time”)
after which time this letter agreement shall have no further force or effect.
The Existing Agent hereby instructs the Loan Parties to pay or cause to be paid the Payoff
Amount (other than the Bracewell Legal Fees and Pillsbury Legal Fees) by wire transfer, in
immediately available funds, to the following account in accordance with the following wire
transfer instructions:
Amount: $9,880,742.01
Bank: Wilmington Trust/M&T Bank
ABA#: 031100092
Account #: 113863-000
Account Name: Advanced Emissions Solutions
Attention: Joe Feil
The Existing Agent hereby instructs the Loan Parties to pay or cause to be paid the
portion of the Payoff Amount consisting of the Bracewell Legal Fees and the Pillsbury Legal
Fees by wire transfer, in immediately available funds, to Bracewell LLP and Pillsbury Winthrop
Shaw Pittman LLP, respectively, in accordance with the following wire transfer instructions:
Bracewell Legal Fees:
Amount: $21,561.75
Bank: Bank of America
ABA#: 026009593
Account #: 001390004197
Final Credit to: Bracewell LLP
Pillsbury Legal Fees:
Amount: $2,741.25
Bank: JP Morgan Chase Bank NA, NY, NY
ABA#: 021000021
Account #: 301177087165
Subject to (a) the receipt by the Existing Agent of the Payoff Amount (net of the
Bracewell Legal Fees and the Pillsbury Legal Fees) and any applicable Per Diem Amount, (b)
receipt by Bracewell LLP of the Bracewell Legal Fees and Pillsbury Winthrop Shaw Pittman
LLP of the Pillsbury Legal Fees, and (c) the receipt by the Existing Agent and each of the
Existing Lenders of a fully executed copy of this Payoff Letter, duly executed by the Company,
the Existing Agent, and each Existing Lender (collectively, the “Payoff Items”), the Existing
Agent, on behalf of and at the direction of the Existing Lenders, agrees that all obligations of the
Loan Parties under the Loan Documents (other than (i) obligations under the Loan Documents
3
(including contingent reimbursement obligations and indemnity obligations) which, by their
express terms, survive termination of the Existing Credit Agreement or such other Loan
Document, as the case may be, and (ii) to the extent not paid on the Payoff Date, fees and
expenses of counsels to the Existing Lenders and the Existing Agent in connection with the
termination of the Loan Documents and release of all liens thereunder; provided that the
obligations described in clauses (i) and (ii) shall exist solely on an unsecured basis from and after
the Payoff Date), including principal, accrued interest, costs, expenses and fees, shall be satisfied
and discharged in full, all Loan Documents shall be satisfied, discharged in full, terminated and
released (other than such surviving obligations as described above), all commitments of the
Existing Lenders shall be terminated, all guarantees provided under the Loan Documents shall be
terminated and any security interest or lien granted to the Existing Lenders and/or the Existing
Agent in the personal property or real property of the Loan Parties securing amounts evidenced
by the Loan Documents shall automatically terminate.
At the expense of the Company (it being understood and agreed that such expense may
be in addition to the amounts included in the Payoff Amount), the Existing Agent will promptly
upon receipt of each of the Payoff Items, (a) execute, as applicable, and deliver to the Company
(or any designee of the Company) any lien releases, mortgage releases, discharges of security
interests, pledges and guarantees and other similar discharge or release documents, as are
reasonably requested and necessary to release, as of record, the security interests and all notices
of security interests and liens previously filed in accordance with the Loan Documents, including
those certain UCC termination statements in the forms attached hereto as Exhibit A and (b)
deliver to the Company (or any designee of the Company all instruments evidencing pledged
debt and all equity certificates and any other collateral previously delivered in physical form by
the Loan Parties to the Existing Agent under the Loan Documents. Upon the Existing Agent and
each Existing Lender’s receipt of each of the Payoff Items, the Existing Agent and each Existing
Lender hereby authorizes the Company (or any designee of the Company) to prepare or file
solely those certain UCC termination statements in the forms attached hereto as Exhibit A and
such other releases, discharges and related filings as may be necessary to effectuate the
provisions of the immediately preceding sentence.
Notwithstanding the terms of this letter agreement to the contrary, (a) upon any Existing
Lender’s demand, the Company shall promptly compensate such Existing Lender for any
applicable Per Diem Amount in accordance with the terms of the Existing Credit Agreement and
this letter, and (b) if the Existing Agent or any Existing Lender determines after the Payoff Time
that an amount that was due and payable under the Loan Documents was mistakenly excluded
from the Payoff Amount, the Company agrees to promptly pay such excluded amount after the
Existing Agent or such Existing Lender provides evidence to the Company that such excluded
amount is due and payable. Notwithstanding anything herein to the contrary, if at any time all or
any part of the Payoff Amount is or must be rescinded or returned by the Existing Agent or any
Existing Lender for any reason whatsoever (including the insolvency, bankruptcy, reorganization
or similar proceeding involving the Company or any other Loan Party), the Obligations, to the
extent that such payment is or must be rescinded or returned, shall be deemed to have continued
in existence, notwithstanding such application by the Existing Agent or such Existing Lender,
and the Existing Credit Agreement and the other Loan Documents shall continue to be effective
or be reinstated, as the case may be, as to such Obligations, all as though such application by the
4
Existing Agent or such Existing Lender had not been made. The provisions of this paragraph
shall remain in full force and effect regardless of any termination of the obligations owing under
the Loan Documents.
As of the Payoff Date, the Loan Parties hereby irrevocably terminate any commitment
under the Loan Documents to lend or make advances by the Existing Agent or any Existing
Lender. The Existing Agent and each Existing Lender hereby waives the three Business Days’
prior written notice requirement under Section 2.03(a) of the Existing Credit Agreement for the
prepayment of the Loans as set forth herein.
As of the date hereof, the undersigned Existing Lenders, constituting the Required
Lenders, hereby waives the requirement for a Prepayment Premium in an amount equal to (i) 4%
multiplied by (ii) the principal amount of the Loans being prepaid, and accepts a Prepayment
Premium of (1) 2% multiplied by (2) the principal amount of the Loans being prepaid, as set
forth in the calculation of the Payoff Amount above.
It is acknowledged and agreed that this document constitutes a “Loan Document” for
purposes of Sections 10.04 and 10.15 of the Existing Credit Agreement.
This letter agreement (a) shall be governed by and shall be construed and enforced in
accordance with, the laws of the State of New York and (b) sets forth the entire agreement
among the parties relating to the subject matter pertaining hereto, and no term or provision
hereof may be amended, changed, waived, discharged or terminated, except in writing signed by
each party.
This letter agreement may be executed in any number of counterparts, and telecopied
signatures (or signatures delivered via electronic mail or “pdf”) shall be enforceable as originals.
Your signature below shall evidence your agreement with the foregoing.
The Existing Lenders, constituting the Required Lenders, hereby authorize and instruct
the Existing Agent to execute and deliver this letter agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
Exhibit A
UCC-3 TERMINATION STATEMENTS
[see attached]
1b. This FINANCING STATEMENT AMENDMENT is to be filed [for record]
(or recorded) in the REAL ESTATE RECORDS
Filer: attach Amendment Addendum (Form UCC3Ad) and provide Debtor’s name in item 13
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
RESTATE covered collateral ASSIGN collateral
Check one of these three boxes to:
FIRST PERSONAL NAME SUFFIXADDITIONAL NAME(S)/INITIAL(S)
OR
A. NAME & PHONE OF CONTACT AT FILER (optional)
1a. INITIAL FINANCING STATEMENT FILE NUMBER
PARTY INFORMATION CHANGE:
ASSIGNMENT (full or partial): Provide name of Assignee in item 7a or 7b, and address of Assignee in item 7c and name of Assignor in item 9
For partial assignment, complete items 7 and 9 and also indicate affected collateral in item 8
TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to the security interest(s) of Secured Party authorizing this Termination
Statement
CONTINUATION: Effectiveness of the Financing Statement identified above with respect to the security interest(s) of Secured Party authorizing this Continuation Statement is
continued for the additional period provided by applicable law
2.
3.
4.
6b. INDIVIDUAL'S SURNAME
6a. ORGANIZATION'S NAME
DELETE name: Give record name
to be deleted in item 6a or 6b
6. CURRENT RECORD INFORMATION: Complete for Party Information Change - provide only one name (6a or 6b)
7. CHANGED OR ADDED INFORMATION: Complete for Assignment or Party Information Change - provide only one name (7a or 7b) (use exact, full name; do not omit, modify, or abbreviate any part of the Debtor’s name)
8.
UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS
ADD name: Complete item
7a or 7b, and item 7c
OR
FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX
9a. ORGANIZATION'S NAME
9b. INDIVIDUAL'S SURNAME
10. OPTIONAL FILER REFERENCE DATA:
9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT: Provide only one name (9a or 9b) (name of Assignor, if this is an Assignment)
If this is an Amendment authorized by a DEBTOR, check here and provide name of authorizing Debtor
B. E-MAIL CONTACT AT FILER (optional)
C. SEND ACKNOWLEDGMENT TO: (Name and Address)
CHANGE name and/or address: Complete
item 6a or 6b; and item 7a or 7b and item 7cDebtor or Secured Party of record
Check one of these two boxes: AND
This Change affects
5.
ADD collateral DELETE collateralCOLLATERAL CHANGE: Also check one of these four boxes:
OR
7a. ORGANIZATION'S NAME
POSTAL CODECITY7c. MAILING ADDRESS
7b. INDIVIDUAL'S SURNAME
INDIVIDUAL'S FIRST PERSONAL NAME
INDIVIDUAL'S ADDITIONAL NAME(S)/INITIAL(S)
STATE
SUFFIX
COUNTRY
Indicate collateral:
FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (Form UCC3) (Rev. 04/20/11) Capitol Services, Inc
CAPITOL SERVICES, INC.
MARY.KEARNEY@BRACEWELLLAW.COM
CAPITOL SERVICES, INC.
20154877899 FILED ON 10/23/2015
X
WILMINGTON TRUST, NATIONAL ASSOCIATION
031546.000001 - DE - STATE
1b. This FINANCING STATEMENT AMENDMENT is to be filed [for record]
(or recorded) in the REAL ESTATE RECORDS
Filer: attach Amendment Addendum (Form UCC3Ad) and provide Debtor’s name in item 13
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
RESTATE covered collateral ASSIGN collateral
Check one of these three boxes to:
FIRST PERSONAL NAME SUFFIXADDITIONAL NAME(S)/INITIAL(S)
OR
A. NAME & PHONE OF CONTACT AT FILER (optional)
1a. INITIAL FINANCING STATEMENT FILE NUMBER
PARTY INFORMATION CHANGE:
ASSIGNMENT (full or partial): Provide name of Assignee in item 7a or 7b, and address of Assignee in item 7c and name of Assignor in item 9
For partial assignment, complete items 7 and 9 and also indicate affected collateral in item 8
TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to the security interest(s) of Secured Party authorizing this Termination
Statement
CONTINUATION: Effectiveness of the Financing Statement identified above with respect to the security interest(s) of Secured Party authorizing this Continuation Statement is
continued for the additional period provided by applicable law
2.
3.
4.
6b. INDIVIDUAL'S SURNAME
6a. ORGANIZATION'S NAME
DELETE name: Give record name
to be deleted in item 6a or 6b
6. CURRENT RECORD INFORMATION: Complete for Party Information Change - provide only one name (6a or 6b)
7. CHANGED OR ADDED INFORMATION: Complete for Assignment or Party Information Change - provide only one name (7a or 7b) (use exact, full name; do not omit, modify, or abbreviate any part of the Debtor’s name)
8.
UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS
ADD name: Complete item
7a or 7b, and item 7c
OR
FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX
9a. ORGANIZATION'S NAME
9b. INDIVIDUAL'S SURNAME
10. OPTIONAL FILER REFERENCE DATA:
9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT: Provide only one name (9a or 9b) (name of Assignor, if this is an Assignment)
If this is an Amendment authorized by a DEBTOR, check here and provide name of authorizing Debtor
B. E-MAIL CONTACT AT FILER (optional)
C. SEND ACKNOWLEDGMENT TO: (Name and Address)
CHANGE name and/or address: Complete
item 6a or 6b; and item 7a or 7b and item 7cDebtor or Secured Party of record
Check one of these two boxes: AND
This Change affects
5.
ADD collateral DELETE collateralCOLLATERAL CHANGE: Also check one of these four boxes:
OR
7a. ORGANIZATION'S NAME
POSTAL CODECITY7c. MAILING ADDRESS
7b. INDIVIDUAL'S SURNAME
INDIVIDUAL'S FIRST PERSONAL NAME
INDIVIDUAL'S ADDITIONAL NAME(S)/INITIAL(S)
STATE
SUFFIX
COUNTRY
Indicate collateral:
FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (Form UCC3) (Rev. 04/20/11) Capitol Services, Inc
CAPITOL SERVICES, INC.
MARY.KEARNEY@BRACEWELLLAW.COM
CAPITOL SERVICES, INC.
20154877782 FILED ON 10/23/2015
X
WILMINGTON TRUST, NATIONAL ASSOCIATION
031546.000001 - DE - STATE
1b. This FINANCING STATEMENT AMENDMENT is to be filed [for record]
(or recorded) in the REAL ESTATE RECORDS
Filer: attach Amendment Addendum (Form UCC3Ad) and provide Debtor’s name in item 13
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
RESTATE covered collateral ASSIGN collateral
Check one of these three boxes to:
FIRST PERSONAL NAME SUFFIXADDITIONAL NAME(S)/INITIAL(S)
OR
A. NAME & PHONE OF CONTACT AT FILER (optional)
1a. INITIAL FINANCING STATEMENT FILE NUMBER
PARTY INFORMATION CHANGE:
ASSIGNMENT (full or partial): Provide name of Assignee in item 7a or 7b, and address of Assignee in item 7c and name of Assignor in item 9
For partial assignment, complete items 7 and 9 and also indicate affected collateral in item 8
TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to the security interest(s) of Secured Party authorizing this Termination
Statement
CONTINUATION: Effectiveness of the Financing Statement identified above with respect to the security interest(s) of Secured Party authorizing this Continuation Statement is
continued for the additional period provided by applicable law
2.
3.
4.
6b. INDIVIDUAL'S SURNAME
6a. ORGANIZATION'S NAME
DELETE name: Give record name
to be deleted in item 6a or 6b
6. CURRENT RECORD INFORMATION: Complete for Party Information Change - provide only one name (6a or 6b)
7. CHANGED OR ADDED INFORMATION: Complete for Assignment or Party Information Change - provide only one name (7a or 7b) (use exact, full name; do not omit, modify, or abbreviate any part of the Debtor’s name)
8.
UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS
ADD name: Complete item
7a or 7b, and item 7c
OR
FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX
9a. ORGANIZATION'S NAME
9b. INDIVIDUAL'S SURNAME
10. OPTIONAL FILER REFERENCE DATA:
9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT: Provide only one name (9a or 9b) (name of Assignor, if this is an Assignment)
If this is an Amendment authorized by a DEBTOR, check here and provide name of authorizing Debtor
B. E-MAIL CONTACT AT FILER (optional)
C. SEND ACKNOWLEDGMENT TO: (Name and Address)
CHANGE name and/or address: Complete
item 6a or 6b; and item 7a or 7b and item 7cDebtor or Secured Party of record
Check one of these two boxes: AND
This Change affects
5.
ADD collateral DELETE collateralCOLLATERAL CHANGE: Also check one of these four boxes:
OR
7a. ORGANIZATION'S NAME
POSTAL CODECITY7c. MAILING ADDRESS
7b. INDIVIDUAL'S SURNAME
INDIVIDUAL'S FIRST PERSONAL NAME
INDIVIDUAL'S ADDITIONAL NAME(S)/INITIAL(S)
STATE
SUFFIX
COUNTRY
Indicate collateral:
FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (Form UCC3) (Rev. 04/20/11) Capitol Services, Inc
CAPITOL SERVICES, INC.
MARY.KEARNEY@BRACEWELLLAW.COM
CAPITOL SERVICES, INC.
20152097560 FILED ON 10/23/2015
X
WILMINGTON TRUST, NATIONAL ASSOCIATION
031546.000001 - CO - STATE
1b. This FINANCING STATEMENT AMENDMENT is to be filed [for record]
(or recorded) in the REAL ESTATE RECORDS
Filer: attach Amendment Addendum (Form UCC3Ad) and provide Debtor’s name in item 13
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
RESTATE covered collateral ASSIGN collateral
Check one of these three boxes to:
FIRST PERSONAL NAME SUFFIXADDITIONAL NAME(S)/INITIAL(S)
OR
A. NAME & PHONE OF CONTACT AT FILER (optional)
1a. INITIAL FINANCING STATEMENT FILE NUMBER
PARTY INFORMATION CHANGE:
ASSIGNMENT (full or partial): Provide name of Assignee in item 7a or 7b, and address of Assignee in item 7c and name of Assignor in item 9
For partial assignment, complete items 7 and 9 and also indicate affected collateral in item 8
TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to the security interest(s) of Secured Party authorizing this Termination
Statement
CONTINUATION: Effectiveness of the Financing Statement identified above with respect to the security interest(s) of Secured Party authorizing this Continuation Statement is
continued for the additional period provided by applicable law
2.
3.
4.
6b. INDIVIDUAL'S SURNAME
6a. ORGANIZATION'S NAME
DELETE name: Give record name
to be deleted in item 6a or 6b
6. CURRENT RECORD INFORMATION: Complete for Party Information Change - provide only one name (6a or 6b)
7. CHANGED OR ADDED INFORMATION: Complete for Assignment or Party Information Change - provide only one name (7a or 7b) (use exact, full name; do not omit, modify, or abbreviate any part of the Debtor’s name)
8.
UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS
ADD name: Complete item
7a or 7b, and item 7c
OR
FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX
9a. ORGANIZATION'S NAME
9b. INDIVIDUAL'S SURNAME
10. OPTIONAL FILER REFERENCE DATA:
9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT: Provide only one name (9a or 9b) (name of Assignor, if this is an Assignment)
If this is an Amendment authorized by a DEBTOR, check here and provide name of authorizing Debtor
B. E-MAIL CONTACT AT FILER (optional)
C. SEND ACKNOWLEDGMENT TO: (Name and Address)
CHANGE name and/or address: Complete
item 6a or 6b; and item 7a or 7b and item 7cDebtor or Secured Party of record
Check one of these two boxes: AND
This Change affects
5.
ADD collateral DELETE collateralCOLLATERAL CHANGE: Also check one of these four boxes:
OR
7a. ORGANIZATION'S NAME
POSTAL CODECITY7c. MAILING ADDRESS
7b. INDIVIDUAL'S SURNAME
INDIVIDUAL'S FIRST PERSONAL NAME
INDIVIDUAL'S ADDITIONAL NAME(S)/INITIAL(S)
STATE
SUFFIX
COUNTRY
Indicate collateral:
FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (Form UCC3) (Rev. 04/20/11) Capitol Services, Inc
CAPITOL SERVICES, INC.
MARY.KEARNEY@BRACEWELLLAW.COM
CAPITOL SERVICES, INC.
20152097563 FILED ON 10/23/2015
X
WILMINGTON TRUST, NATIONAL ASSOCIATION
031546.000001 - CO - STATE
1b. This FINANCING STATEMENT AMENDMENT is to be filed [for record]
(or recorded) in the REAL ESTATE RECORDS
Filer: attach Amendment Addendum (Form UCC3Ad) and provide Debtor’s name in item 13
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
RESTATE covered collateral ASSIGN collateral
Check one of these three boxes to:
FIRST PERSONAL NAME SUFFIXADDITIONAL NAME(S)/INITIAL(S)
OR
A. NAME & PHONE OF CONTACT AT FILER (optional)
1a. INITIAL FINANCING STATEMENT FILE NUMBER
PARTY INFORMATION CHANGE:
ASSIGNMENT (full or partial): Provide name of Assignee in item 7a or 7b, and address of Assignee in item 7c and name of Assignor in item 9
For partial assignment, complete items 7 and 9 and also indicate affected collateral in item 8
TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to the security interest(s) of Secured Party authorizing this Termination
Statement
CONTINUATION: Effectiveness of the Financing Statement identified above with respect to the security interest(s) of Secured Party authorizing this Continuation Statement is
continued for the additional period provided by applicable law
2.
3.
4.
6b. INDIVIDUAL'S SURNAME
6a. ORGANIZATION'S NAME
DELETE name: Give record name
to be deleted in item 6a or 6b
6. CURRENT RECORD INFORMATION: Complete for Party Information Change - provide only one name (6a or 6b)
7. CHANGED OR ADDED INFORMATION: Complete for Assignment or Party Information Change - provide only one name (7a or 7b) (use exact, full name; do not omit, modify, or abbreviate any part of the Debtor’s name)
8.
UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS
ADD name: Complete item
7a or 7b, and item 7c
OR
FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX
9a. ORGANIZATION'S NAME
9b. INDIVIDUAL'S SURNAME
10. OPTIONAL FILER REFERENCE DATA:
9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT: Provide only one name (9a or 9b) (name of Assignor, if this is an Assignment)
If this is an Amendment authorized by a DEBTOR, check here and provide name of authorizing Debtor
B. E-MAIL CONTACT AT FILER (optional)
C. SEND ACKNOWLEDGMENT TO: (Name and Address)
CHANGE name and/or address: Complete
item 6a or 6b; and item 7a or 7b and item 7cDebtor or Secured Party of record
Check one of these two boxes: AND
This Change affects
5.
ADD collateral DELETE collateralCOLLATERAL CHANGE: Also check one of these four boxes:
OR
7a. ORGANIZATION'S NAME
POSTAL CODECITY7c. MAILING ADDRESS
7b. INDIVIDUAL'S SURNAME
INDIVIDUAL'S FIRST PERSONAL NAME
INDIVIDUAL'S ADDITIONAL NAME(S)/INITIAL(S)
STATE
SUFFIX
COUNTRY
Indicate collateral:
FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (Form UCC3) (Rev. 04/20/11) Capitol Services, Inc
CAPITOL SERVICES, INC.
MARY.KEARNEY@BRACEWELLLAW.COM
CAPITOL SERVICES, INC.
20152097564 FILED ON 10/23/2015
X
WILMINGTON TRUST, NATIONAL ASSOCIATION
031546.000001 - CO - STATE
1b. This FINANCING STATEMENT AMENDMENT is to be filed [for record]
(or recorded) in the REAL ESTATE RECORDS
Filer: attach Amendment Addendum (Form UCC3Ad) and provide Debtor’s name in item 13
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
RESTATE covered collateral ASSIGN collateral
Check one of these three boxes to:
FIRST PERSONAL NAME SUFFIXADDITIONAL NAME(S)/INITIAL(S)
OR
A. NAME & PHONE OF CONTACT AT FILER (optional)
1a. INITIAL FINANCING STATEMENT FILE NUMBER
PARTY INFORMATION CHANGE:
ASSIGNMENT (full or partial): Provide name of Assignee in item 7a or 7b, and address of Assignee in item 7c and name of Assignor in item 9
For partial assignment, complete items 7 and 9 and also indicate affected collateral in item 8
TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to the security interest(s) of Secured Party authorizing this Termination
Statement
CONTINUATION: Effectiveness of the Financing Statement identified above with respect to the security interest(s) of Secured Party authorizing this Continuation Statement is
continued for the additional period provided by applicable law
2.
3.
4.
6b. INDIVIDUAL'S SURNAME
6a. ORGANIZATION'S NAME
DELETE name: Give record name
to be deleted in item 6a or 6b
6. CURRENT RECORD INFORMATION: Complete for Party Information Change - provide only one name (6a or 6b)
7. CHANGED OR ADDED INFORMATION: Complete for Assignment or Party Information Change - provide only one name (7a or 7b) (use exact, full name; do not omit, modify, or abbreviate any part of the Debtor’s name)
8.
UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS
ADD name: Complete item
7a or 7b, and item 7c
OR
FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX
9a. ORGANIZATION'S NAME
9b. INDIVIDUAL'S SURNAME
10. OPTIONAL FILER REFERENCE DATA:
9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT: Provide only one name (9a or 9b) (name of Assignor, if this is an Assignment)
If this is an Amendment authorized by a DEBTOR, check here and provide name of authorizing Debtor
B. E-MAIL CONTACT AT FILER (optional)
C. SEND ACKNOWLEDGMENT TO: (Name and Address)
CHANGE name and/or address: Complete
item 6a or 6b; and item 7a or 7b and item 7cDebtor or Secured Party of record
Check one of these two boxes: AND
This Change affects
5.
ADD collateral DELETE collateralCOLLATERAL CHANGE: Also check one of these four boxes:
OR
7a. ORGANIZATION'S NAME
POSTAL CODECITY7c. MAILING ADDRESS
7b. INDIVIDUAL'S SURNAME
INDIVIDUAL'S FIRST PERSONAL NAME
INDIVIDUAL'S ADDITIONAL NAME(S)/INITIAL(S)
STATE
SUFFIX
COUNTRY
Indicate collateral:
FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (Form UCC3) (Rev. 04/20/11) Capitol Services, Inc
CAPITOL SERVICES, INC.
MARY.KEARNEY@BRACEWELLLAW.COM
CAPITOL SERVICES, INC.
20152097557 FILED ON 10/23/2015
X
WILMINGTON TRUST, NATIONAL ASSOCIATION
031546.000001 - CO - STATE
1b. This FINANCING STATEMENT AMENDMENT is to be filed [for record]
(or recorded) in the REAL ESTATE RECORDS
Filer: attach Amendment Addendum (Form UCC3Ad) and provide Debtor’s name in item 13
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
RESTATE covered collateral ASSIGN collateral
Check one of these three boxes to:
FIRST PERSONAL NAME SUFFIXADDITIONAL NAME(S)/INITIAL(S)
OR
A. NAME & PHONE OF CONTACT AT FILER (optional)
1a. INITIAL FINANCING STATEMENT FILE NUMBER
PARTY INFORMATION CHANGE:
ASSIGNMENT (full or partial): Provide name of Assignee in item 7a or 7b, and address of Assignee in item 7c and name of Assignor in item 9
For partial assignment, complete items 7 and 9 and also indicate affected collateral in item 8
TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to the security interest(s) of Secured Party authorizing this Termination
Statement
CONTINUATION: Effectiveness of the Financing Statement identified above with respect to the security interest(s) of Secured Party authorizing this Continuation Statement is
continued for the additional period provided by applicable law
2.
3.
4.
6b. INDIVIDUAL'S SURNAME
6a. ORGANIZATION'S NAME
DELETE name: Give record name
to be deleted in item 6a or 6b
6. CURRENT RECORD INFORMATION: Complete for Party Information Change - provide only one name (6a or 6b)
7. CHANGED OR ADDED INFORMATION: Complete for Assignment or Party Information Change - provide only one name (7a or 7b) (use exact, full name; do not omit, modify, or abbreviate any part of the Debtor’s name)
8.
UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS
ADD name: Complete item
7a or 7b, and item 7c
OR
FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX
9a. ORGANIZATION'S NAME
9b. INDIVIDUAL'S SURNAME
10. OPTIONAL FILER REFERENCE DATA:
9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT: Provide only one name (9a or 9b) (name of Assignor, if this is an Assignment)
If this is an Amendment authorized by a DEBTOR, check here and provide name of authorizing Debtor
B. E-MAIL CONTACT AT FILER (optional)
C. SEND ACKNOWLEDGMENT TO: (Name and Address)
CHANGE name and/or address: Complete
item 6a or 6b; and item 7a or 7b and item 7cDebtor or Secured Party of record
Check one of these two boxes: AND
This Change affects
5.
ADD collateral DELETE collateralCOLLATERAL CHANGE: Also check one of these four boxes:
OR
7a. ORGANIZATION'S NAME
POSTAL CODECITY7c. MAILING ADDRESS
7b. INDIVIDUAL'S SURNAME
INDIVIDUAL'S FIRST PERSONAL NAME
INDIVIDUAL'S ADDITIONAL NAME(S)/INITIAL(S)
STATE
SUFFIX
COUNTRY
Indicate collateral:
FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (Form UCC3) (Rev. 04/20/11) Capitol Services, Inc
CAPITOL SERVICES, INC.
MARY.KEARNEY@BRACEWELLLAW.COM
CAPITOL SERVICES, INC.
20154878145 FILED ON 10/23/2015
X
WILMINGTON TRUST, NATIONAL ASSOCIATION
031546.000001 - DE - STATE
1b. This FINANCING STATEMENT AMENDMENT is to be filed [for record]
(or recorded) in the REAL ESTATE RECORDS
Filer: attach Amendment Addendum (Form UCC3Ad) and provide Debtor’s name in item 13
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
RESTATE covered collateral ASSIGN collateral
Check one of these three boxes to:
FIRST PERSONAL NAME SUFFIXADDITIONAL NAME(S)/INITIAL(S)
OR
A. NAME & PHONE OF CONTACT AT FILER (optional)
1a. INITIAL FINANCING STATEMENT FILE NUMBER
PARTY INFORMATION CHANGE:
ASSIGNMENT (full or partial): Provide name of Assignee in item 7a or 7b, and address of Assignee in item 7c and name of Assignor in item 9
For partial assignment, complete items 7 and 9 and also indicate affected collateral in item 8
TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to the security interest(s) of Secured Party authorizing this Termination
Statement
CONTINUATION: Effectiveness of the Financing Statement identified above with respect to the security interest(s) of Secured Party authorizing this Continuation Statement is
continued for the additional period provided by applicable law
2.
3.
4.
6b. INDIVIDUAL'S SURNAME
6a. ORGANIZATION'S NAME
DELETE name: Give record name
to be deleted in item 6a or 6b
6. CURRENT RECORD INFORMATION: Complete for Party Information Change - provide only one name (6a or 6b)
7. CHANGED OR ADDED INFORMATION: Complete for Assignment or Party Information Change - provide only one name (7a or 7b) (use exact, full name; do not omit, modify, or abbreviate any part of the Debtor’s name)
8.
UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS
ADD name: Complete item
7a or 7b, and item 7c
OR
FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX
9a. ORGANIZATION'S NAME
9b. INDIVIDUAL'S SURNAME
10. OPTIONAL FILER REFERENCE DATA:
9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT: Provide only one name (9a or 9b) (name of Assignor, if this is an Assignment)
If this is an Amendment authorized by a DEBTOR, check here and provide name of authorizing Debtor
B. E-MAIL CONTACT AT FILER (optional)
C. SEND ACKNOWLEDGMENT TO: (Name and Address)
CHANGE name and/or address: Complete
item 6a or 6b; and item 7a or 7b and item 7cDebtor or Secured Party of record
Check one of these two boxes: AND
This Change affects
5.
ADD collateral DELETE collateralCOLLATERAL CHANGE: Also check one of these four boxes:
OR
7a. ORGANIZATION'S NAME
POSTAL CODECITY7c. MAILING ADDRESS
7b. INDIVIDUAL'S SURNAME
INDIVIDUAL'S FIRST PERSONAL NAME
INDIVIDUAL'S ADDITIONAL NAME(S)/INITIAL(S)
STATE
SUFFIX
COUNTRY
Indicate collateral:
FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (Form UCC3) (Rev. 04/20/11) Capitol Services, Inc
CAPITOL SERVICES, INC.
MARY.KEARNEY@BRACEWELLLAW.COM
CAPITOL SERVICES, INC.
20154878061 FILED ON 10/23/2015
X
WILMINGTON TRUST, NATIONAL ASSOCIATION
031546.000001 - DE - STATE