exv10w1



 






Exhibit 10.1




SEVENTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT



THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) dated May
9, 2005, by and among PETROQUEST ENERGY, L.L.C., a Louisiana limited liability company
(“Borrower”); PETROQUEST ENERGY, INC., a Delaware corporation (“PEI” ); PITTRANS,
INC., an Oklahoma corporation (“Pittrans,”); TDC ENERGY, LLC (f/k/a TDC ACQUISITION SUB
LLC), a Louisiana limited liability company (“TDC Energy,” who along with PEI and Pittrans
are, or will become, a “Guarantor”); JPMORGAN CHASE BANK, N.A. (successor by merger to BANK
ONE, N.A. (Main Office Chicago)) (individually as a lender and as agent, “Agent”) and the
financial institutions set forth on the signature pages hereto, (“Lenders”).




R E C I T A L S:




      WHEREAS, Borrower, PEI, Agent and Union Bank of California entered into an Amended and
Restated Credit Agreement dated May 14, 2003 (which as the same may have been and be amended from
time to time is herein called the “Credit Agreement”), pursuant to which Borrower amended
and restated a previously existing credit facility dated May 11, 2001; and



      WHEREAS, Union Bank of California has, by Assignment dated December 23, 2003, assigned and
conveyed to Agent, as a Lender, all of its interest in the Credit Agreement; and



      WHEREAS, Agent, as a Lender, has by Assignment effective on or about November 7, 2004,
assigned and conveyed to certain other financial institutions a portion of its interest in the
Credit Agreement; and



      WHEREAS, Borrower, Guarantors, Agent and the Lenders desire to amend the Credit Agreement as
herein set forth.



      NOW THEREFORE, in consideration of the premises herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



      1. Definitions. Except as otherwise provided below, unless the context hereof
indicates otherwise, all capitalized terms used herein shall have the same meaning as such
capitalized terms are defined in the Credit Agreement.



      (a) The following defined term set forth in Article I of the Credit Agreement is hereby
amended as follows:




“Borrowing Base Reduction Amount” means (a) $-0- commencing May 1, 2005 and continuing for
each month thereafter until the next semi-annual Borrowing Base redetermination pursuant to Section
2.2.2, and (b) for each month thereafter, such amount as designated by 100% of the Lenders in a
notice to Borrower from time to time in connection



 








 






with each successive scheduled semi-annual Borrowing Base redetermination pursuant to Section
2.2.2 or successive unscheduled Borrowing Base redetermination pursuant to Section 2.2.3.; provided
however, if 100% of the Lenders fail to timely designate a new Borrowing Base Reduction Amount,
then the Borrowing Base Reduction Amount most recently in effect will continue in effect until 100%
of the Lenders designate a new Borrowing Base Reduction Amount.



             (b) Article I of the Credit Agreement is hereby amended by adding the following new defined
terms and their definitions in proper alphabetical sequence as follows:




“Description of the Notes” means the section titled “Description of the Notes” in the
Preliminary Confidential Offering Circular dated April 22, 2005, prepared by PEI and the
Borrower with respect to the offer and sale of the Senior Notes, copies of which have been
made available to the Agent and the Lenders.




“Note Offering” means (i) the offering and sale of the Senior Notes pursuant to the
Preliminary Confidential Offering Circular dated April 22, 2005; and (ii) the registered
exchange of such Senior Notes for new Senior Notes pursuant to a registration statement
filed and effective with the Securities and Exchange Commission.




“PEI” means PetroQuest Energy, Inc., a Delaware corporation.




“Senior Notes” means the senior unsecured promissory notes due 2013 of the Borrower and
PEI, as co-issuers, issued May, 2005 pursuant to the Senior Notes Indenture, , and includes
the unsecured guaranties thereof executed from time to time by certain Subsidiaries of PEI
and the Borrower, notes (and the guaranties thereof) issued from time to time in exchange
for such Senior Notes due 2013 and all reissues and replacements of the foregoing.




“Senior Notes Indenture” means the Indenture to be dated on or about the date the Senior
Notes are issued, among the Borrower and PEI, as co-issuers, the subsidiary guarantors
identified therein and The Bank of New York Trust Company, N.A., as the same may be amended
or supplemented from time to time.



      2. Amendments to the Credit Agreement. Upon the date hereof, and subject to the
satisfaction of the conditions precedent set forth in Section 3 hereof, the Credit Agreement is
hereby amended as follows:




      (a) Section 2.2.1 Borrowing Base, of the Credit Agreement is hereby amended by
deleting the section in its entirety and substituting the following:




      “2.2.1 Until the date as of which the Borrowing Base is next redetermined
pursuant to Section 2.2.2, the Borrowing Base shall be $25,000,000, as reduced by
Section 2.2.5.”




      (b) Section 6.11 Indebtedness, of the Credit Agreement is hereby amended by
deleting the section in its entirety and substituting the following:



 








 






      “6.11. Indebtedness. Neither the Borrower nor any Guarantor will, nor will it
permit any Subsidiary to, create, incur or suffer to exist any Indebtedness, except:




      (i) the Credit Extensions;




      (ii) Indebtedness existing on the date hereof and described in Schedule
6.11;




      (iii) Indebtedness arising under Rate Management Transactions permitted
under Section 6.25;




      (iv) Indebtedness among the Guarantor, the Borrower or any of their
Subsidiaries;




      (v) Indebtedness associated with bonds or surety obligations required
by any governmental or regulatory authority or prior owner in connection
with owning or operating its Oil and Gas Properties in the ordinary course
of business;




      (vi) unsecured accounts payable incurred in the ordinary course of
business which remain unpaid after the expiration of ninety (90) days beyond
invoice date or are being contested in good faith and as to which such
reserve as is required by Agreement Accounting Principles has been made;




      (vii) Indebtedness not to exceed at any one time $500,000 related to
purchase money financing;




      (viii) Indebtedness relating to Capitalized Lease Obligations not to
exceed at any one time $500,000;




      (ix) Indebtedness relating to net production imbalances not to exceed
at any one time $1,000,000;




      (x) Indebtedness relating to overriding royalties and other interests
carved out of production incurred in the ordinary course of oil and gas
exploration and development projects;




      (xi) Indebtedness associated with the financing of premiums for
business insurance of the Guarantor, the Borrower and their Subsidiaries;




      (xii) Contingent Obligations of the Guarantor in connection with
guarantees of the obligations of the Borrower and its Subsidiaries in
connection with owning and operating Oil and Gas Properties in the ordinary
course of business.




      (xiii) Non-Recourse Indebtedness not to exceed $25,000,000;



 








 






      (xiv) Indebtedness resulting from the issuance of the Senior Notes in
an aggregate outstanding principal balance at any time of not greater than
$150,000,000 and which (a) has a coupon rate of not greater than twelve
percent (12%), (b) has a due date not earlier than May 1, 2012, (c) is not
subject to negative covenants or events of default (or other provisions
which have the same effect as negative covenants or events of default) which
are more restrictive on Borrower, PEI and their Subsidiaries than those set
forth in the Description of Notes, and (d) except in connection with a
“change of control” put option or certain other triggering events relative
to asset dispositions as set forth in the Senior Notes Indenture, does not
provide for or otherwise require any mandatory redemption, repayment,
defeasance, repurchase or other amortization of principal prior to scheduled
maturity; and




      (xv) Indebtedness of Borrower or any Guarantor relating to certain
commodities hedging contracts and interest rate management contracts to
which Macquarie Bank Limited is the counterparty.”




             (c) Section 6.15 Liens, of the Credit Agreement is hereby amended by deleting
the section in its entirety and substituting the following:




      “6.15. Liens. Neither the Borrower nor any Guarantor will, nor will it permit
any Subsidiary to, create, incur, or suffer to exist any Lien in, of or on the
Property of the Borrower, any Guarantor or any of their respective Subsidiaries,
except:




      (i) Liens for taxes, assessments or governmental charges or levies on
its Property if the same shall not at the time be delinquent or thereafter
can be paid without penalty, or are being contested in good faith and by
appropriate proceedings and for which adequate reserves in accordance with
Agreement Accounting Principles shall have been set aside on its books;




      (ii) Liens imposed by Law, such as carriers’, warehousemen’s and
mechanics’ liens and other similar liens arising in the ordinary course of
business which secure payment of obligations not more than ninety (90) days
past due, or are being contested in good faith and by appropriate
proceedings and for which adequate reserves in accordance with Agreement
Accounting Principles shall have been set aside on its books;




      (iii) Liens arising out of pledges or deposits under worker’s
compensation Laws, unemployment insurance, old age pensions, or other social
security or retirement benefits, or similar legislation;




      (iv) utility easements, building restrictions and such other
encumbrances or charges against real property as are of a nature generally
existing with respect to properties of a similar character and which do not
in any material way affect the marketability of the same or interfere with
the use thereof in the business of the Borrower or its Subsidiaries;



 








 






      (v) Liens existing on the date hereof in favor of the Minerals
Management Service;




      (vi) Liens in favor of the Agent, for the benefit of the Lenders,
granted pursuant to any Collateral Document and other Liens expressly
permitted under the Collateral Documents;




      (vii) Liens in favor of operators and non-operators under joint
operating agreements or similar contractual arrangements arising in the
ordinary course of the business of the Borrower or its Subsidiaries to
secure amounts owing, which amounts are not more than ninety (90) days past
due or are being contested in good faith by appropriate proceedings, if such
reserve as may be required by Agreement Accounting Principles shall have
been made therefor;




      (viii) Liens under production sales agreements, division orders,
operating agreements, and other agreements customary in the oil and gas
business for processing, producing, and selling Hydrocarbons securing
obligations not constituting Indebtedness and provided that such Liens do
not secure obligations to deliver Hydrocarbons at some future date without
receiving full payment therefor within ninety (90) days of delivery.




      (ix) Liens in favor of any of the Lenders in connection with Rate
Management Transactions; and




      (x) Liens in favor of Macquarie Bank Limited as the counterparty to the
commodities hedging contracts and interest rate management contracts with
Borrower or any Guarantor.”




             (d) Section 6.25 Rate Management Transactions, of the Credit Agreement is
hereby amended by deleting the section in its entirety and substituting the following:




      “6.25. Rate Management Transactions. Neither the Borrower, any
Guarantor nor any Subsidiary will be a party to or in any manner be liable on any
Rate Management Transactions except:




      (i) contracts entered into with the purpose of fixing prices on oil or
gas expected to be produced by the Borrower or its Subsidiaries, provided
that at all times: (a) no such contract fixes a price for a term of more
than thirty-six (36) months for any such contract to which any Lender or any
Affiliate thereof is a counter-party; or (b) the aggregate monthly
production covered by all such contracts (determined, in the case of
contracts that are not settled on a monthly basis, by a monthly pro-ration
acceptable to the Agent) for any single month does not in the aggregate
exceed eighty-five percent



 








 






(85%) of the aggregate Projected Oil and Gas Production of Borrower and its
Subsidiaries anticipated to be sold in the ordinary course of such Person’s
business for such month; (c) each such contract is with a counterparty or
has a guarantor of the obligation of the counterparty who (unless such
counterparty is a Lender, or one of their respective Affiliates) at the time
the agreement is made has (or whose holding company has) long-term
obligations rated AA or AA2 or better, respectively, by either S&P or
Moody’s or is an investment grade-rated industry participant. As used in
this subsection, the term “Projected Oil and Gas Production” means the
projected production of oil or gas from the “proved, developed, and
producing” category set forth in the most recent Reserve Report (measured by
volume unit or BTU equivalent, not sales price) for the term of the
contracts or a particular month, as applicable, from Oil and Gas Properties
and interests owned by the Guarantor, the Borrower and their Subsidiaries
which are located in or offshore of the United States of America and which
have attributable to them proved oil or gas reserves, as such production is
projected in the most recent report delivered pursuant to Section 6.1, after
deducting projected production from any properties or interests sold or
under contract for sale that had been included in such report and after
adding projected production from any properties or interests that had not
been reflected in such report but that are reflected in a separate or
supplemental reports meeting the requirements of Section 6.1 above and
otherwise are satisfactory to the Agent;




      (ii) contracts entered into by the Borrower or any Subsidiary with the
purpose and effect of fixing interest rates on a principal amount of
indebtedness of such Person that is accruing interest at a variable rate,
provided that (a) the aggregate notional amount of such contracts never
exceeds eighty-five percent (85%) of the anticipated outstanding principal
balance of the indebtedness to be hedged by such contracts or an average of
such principal balances calculated using a generally accepted method of
matching interest swap contracts to declining principal balances, (b) the
floating rate index of each such contract generally matches the index used
to determine the floating rates of interest on the corresponding
indebtedness to be hedged by such contract, and (c) each such contract is
with a counterparty or has a guarantor of the obligation of the counterparty
who (unless such counterparty is a Lender or one of their Affiliates) at the
time the contract is made has (or whose company has) long-term obligations
rated AA or AA2 or better, respectively, by either S&P or Moody’s or is an
investment grade-rated industry participant; and




      (iii) commodities hedging contracts and interest rate management
contracts in favor of Borrower and TDC Energy and which Macquarie Bank
Limited is the counterparty.”



 








 






      (e) A new Section 6.33 of “Senior Notes” the Credit Agreement is hereby added
as follows:




             “6.33. Senior Notes. The Senior Notes will be unsecured obligations of PEI and
the Borrower, as co-issuers, guarantied by the unsecured guaranties of the Subsidiary
Guarantors (as such term is described in the Description of the Notes). If not previously
provided pursuant to the terms of this Agreement, the Borrower will promptly provide the
Agent with copies of all documentation, notices and reports provided by or on behalf of the
Borrower, any Guarantor or any Subsidiary to the holders of the Senior Notes. On or before
the date the financial statements are due pursuant to Sections 6.1(i) and (ii) hereof, the
Borrower shall deliver to the Agent a certificate, executed by an Authorized Officer of the
Borrower, setting forth the outstanding principal balance of the Senior Notes as of the last
day of the preceding month. The Borrower will not, and will not permit any Guarantor or any
Subsidiary to, make any (i) amendment or modification to the Senior Notes or the Senior
Notes Indenture (other than supplemental indentures to add subsidiary guarantors as
contemplated by the Senior Notes Indenture or, in the event of any discrepancy, to conform
the Senior Notes Indenture to the terms in the Description of the Notes) which would be
materially adverse to the Lenders without the prior written consent of the Required Lenders;
or (ii) directly or indirectly voluntarily prepay, defease or in substance defease,
purchase, redeem, retire or otherwise acquire, any portion of the Senior Notes without the
prior written consent of the Required Lenders; provided that (I) PEI may redeem Senior Notes
out of the net cash proceeds of Equity Offerings (as that term is defined in the Senior
Notes Indenture) to the extent described in the Senior Notes; and (II) the Borrower and PEI
may comply with their obligations with respect to the purchase of Senior Notes upon (x) an
Asset Disposition (as that term is defined in the Senior Notes Indenture) to the extent set
forth in the Senior Notes Indenture so long as, prior to such purchase, the Borrower shall
have offered to prepay the Obligations to the Lenders by a like amount and the Lenders shall
have declined that offer or (y) a Change of Control (as that term is defined in the Senior
Notes Indenture) to the extent set forth in the Senior Notes Indenture so long as, if such
Change of Control constitutes an Unmatured Default or an Event of Default, the Obligations
to the Lender shall have been paid in full prior to such purchase.”




      (f) Section 7.20 of the Credit Agreement is hereby amended by deleting the section in
its entirety and substituting the following:




      “7.20 The Borrower shall fail to timely pay any of its obligations to the
holders of the Senior Notes or any other event of default shall occur under the
Senior Notes or the Senior Notes Indenture.”



      3. Conditions Precedent to Effectiveness of Amendment. This Amendment shall become
effective when, and only when, each of the conditions below have been complied with to the
satisfaction of the Agent and the Lenders and the documents required below have been delivered to
the Agent and the Lenders:



      (a) Counterparts of this Amendment duly executed by Borrower, Guarantors and Lenders;



 








 






      (b) A copy of the resolutions approving this Amendment, and authorizing the
transactions contemplated herein or therein duly adopted by the Managers of Borrower,
accompanied by a certificate of the duly authorized Secretary of Borrower, that such copy is
a true and correct copy of the resolutions duly adopted by the Managers of Borrower, and
that such resolutions constitute all the resolutions adopted with respect to such
transactions, and have not been amended, modified or revoked in any respect and are in full
force and effect as of the date hereof;




      (c) A copy of the resolutions approving this Amendment, and authorizing the
transactions contemplated herein or therein duly adopted by the Board of Directors or
Members of each Guarantor, as the case may be, accompanied by a certificate of the duly
authorized Secretary of such Guarantor, that such copy is a true and correct copy of the
resolutions duly adopted by the Board of Directors or Members of such Guarantor, and that
such resolutions constitute all the resolutions adopted with respect to such transactions,
and have not been amended, modified or revoked in any respect and are in full force and
effect as of the date hereof;




      (d) Copies of all documentation executed at the initial closing of the Senior Notes and
the Senior Notes Indenture in connection with or related to the Note Offering, certified by
an Authorized Officer of Borrower to the effect that such documents are true, correct and
complete;




      (e) Evidence satisfactory to the Agent, the Lenders and their counsel as to the
termination and release of the Subordinated Credit Agreement and the Liens in favor of
Macquarie Bank Limited securing the loans thereunder (but not the Indebtedness permitted
under Section 6.11(xv) or the Liens permitted under Section 6.15(x))after giving effect to
this Amendment;




      (f) Payment of all fees to the Lenders in connection with this Amendment; and




      (g) The execution and delivery of such additional documents and instruments which the
Agent and its counsel may deem necessary to effectuate this Amendment or any document
executed and delivered to Lenders in connection herewith or therewith.



      4. Representations and Warranties of Borrower. Borrower represents and warrants as
follows:




      (a) Borrower and Guarantors are each duly authorized and empowered to execute, deliver
and perform this Amendment and all other instruments referred to or mentioned herein to
which it is a party, and all action on its part requisite for the due execution, delivery
and the performance of this Amendment has been duly and effectively taken. This Amendment,
when executed and delivered, will constitute valid and binding obligations of Borrower and
Guarantors, as the case may be, enforceable against such party in accordance with its terms.
This Amendment does not violate any provisions of the Articles of Organization or limited
liability agreement of Borrower, the Certificate of Incorporation or



 








 






By-Laws or other organizational documents of Guarantors, or any contract, agreement,
law or regulation to which Borrower or Guarantors are subject, and does not require the
consent or approval of any regulatory authority or governmental body of the United States or
any state;




      (b) After giving affect to this Amendment, the representations and warranties contained
in the Credit Agreement, as amended hereby, and any other Loan Documents executed in
connection herewith or therewith are true, correct and complete on and as of the date hereof
as though made on and as of the date hereof;




      (c) After giving affect to this Amendment, no event has occurred and is continuing
which constitutes a Default or Unmatured Default; and




      (d) When duly executed and delivered, each of this Amendment and the Credit Agreement
will be legal and binding obligations of Borrower, enforceable in accordance with their
respective terms, except as limited by bankruptcy, insolvency or similar laws of general
application relating to the enforcement of creditors’ rights and by equitable principles of
general application.



      5. Reference to and Effect on the Loan Documents.




      (a) Upon the effectiveness of Section 2 hereof, on and after the date hereof, each
reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or
words of like import, and each reference in the Loan Documents shall mean and be a reference
to the Credit Agreement as amended hereby.




      (b) Except as specifically amended above, the Credit Agreement and the Note(s), and all
other instruments securing or guaranteeing Borrower’s obligations to Lenders, including the
Collateral Documents, as amended (collectively, the “Security Instruments”) shall
remain in full force and effect and are hereby ratified and confirmed. Without limiting the
generality of the foregoing, the Security Instruments and all collateral described therein
do and shall continue to secure the payment of all obligations of Borrower and Guarantors
under the Credit Agreement and the Note(s), as amended hereby, and under the other Security
Instruments.




      (c) The execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of Lender under
any of the Security Instruments, nor constitute a waiver of any provision of any of the
Security Instruments.



      6. Waiver. As additional consideration for the execution, delivery and performance of
this Amendment by the parties hereto and to induce Lenders to enter into this Amendment, Borrower
and Guarantors each warrants and represents to Lenders that no facts, events, statuses or
conditions exist or have existed which, either now or with the passage of time or giving of notice,
or both, constitute or will constitute a basis for any claim or cause of action against Lenders or
any defense to (i) the payment of any obligations and indebtedness under the Note(s) and/or the
Security Instruments, or (ii) the performance of any of its obligations with respect to the Note(s)
and/or the



 








 




Security Instruments, and in the event any such facts, events, statuses or conditions exist or
have existed, Borrower unconditionally and irrevocably waives any and all claims and causes of
action against Lenders and any defenses to its payment and performance obligations in respect to
the Note(s) and the Security Instruments.




      7. Costs and Expenses. Borrower agrees to pay on demand all costs and expenses of
Lenders in connection with the preparation, reproduction, execution and delivery of this Amendment
and the other instruments and documents to be delivered hereunder, including the reasonable fees
and out-of-pocket expenses of counsel for Lenders. In addition, Borrower shall pay any and all
fees payable or determined to be payable in connection with the execution and delivery, filing or
recording of this Amendment and the other instruments and documents to be delivered hereunder, and
agrees to save Lenders harmless from and against any and all liabilities with respect to or
resulting from any delay in paying or omitting to pay such fees.



      8. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument.



      9. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of Texas.



      10. Final Agreement. THIS WRITTEN AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



[Remainder of Page Intentionally Left Blank]




 








 





      IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed in
multiple counterparts, each of which is an original instrument for all purposes, all as of the day
and year first above written.


	 	 	 	 	 
	 	“Borrower”



PETROQUEST ENERGY, L.L.C.

 	 
	 	By:  	/s/ Michael O. Aldridge
 	 
	 	 	Michael O. Aldridge, Senior Vice President, 	 
	 	 	Chief Financial Officer and Treasurer 	 
	 





 








 





	 	 	 	 	 
	 	“Guarantors”





PETROQUEST ENERGY, INC.

 	 
	 	By:  	/s/ Michael O. Aldridge
 	 
	 	 	Michael O. Aldridge, Senior Vice President, 	 
	 	 	Chief Financial Officer and Treasurer 	 
	 



	 	 	 	 	 
	 	PITTRANS, INC.

 	 
	 	By:  	/s/ Michael O. Aldridge
 	 
	 	 	Michael O. Aldridge, Chief Financial Officer 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	TDC ENERGY LLC



f/k/a TDC ACQUISITION SUB LLC

 	 
	 	By:  	/s/ Michael O. Aldridge
 	 
	 	 	Michael O. Aldridge, Senior Vice President, 	 
	 	 	Chief Financial Officer and Treasurer 	 
	 




 








 





	 	 	 	 	 
	 	“Lenders”





JPMORGAN CHASE BANK, N.A.,

As the Agent, a Lender and LC Issuer

 	 
	 	By:  	/s/ Charles Kingswell-Smith
 	 
	 	 	Name:  	Charles Kingswell-Smith 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	GUARANTY BANK, FSB,

As a Lender

 	 
	 	By:  	/s/ Brian J. Petet
 	 
	 	 	Name:  	Brian J. Petet 	 
	 	 	Title:  	Assistant Vice President 	 
	 



	 	 	 	 	 
	 	CALYON NEW YORK BRANCH,

As a Lender

 	 
	 	By:  	/s/ Olivier Audemard
 	 
	 	 	Name:  	Olivier Audemard 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                   /s/ Philippe Soustra
 	 
	 	 	Name:  	Philippe Soustra 	 
	 	 	Title:  	Executive Vice President