UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 10)
Basic Energy Services, Inc.
Common Stock, par value $0.01 per share
(Title of Class of Securities)
06985P209
(CUSIP Number)
Steven Weiser
Silver Point Capital, L.P.
2 Greenwich Plaza, First Floor
Greenwich, CT 06830
203-542-4200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 8, 2019
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
Silver Point Capital, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER*
2,691,788
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8
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SHARED VOTING POWER*
-0-
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9
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SOLE DISPOSITIVE POWER*
2,691,788
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10
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SHARED DISPOSITIVE POWER*
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
2,691,788
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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13
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PERCENT OF CLASS REPRESENTED IN ROW (11)*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
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*
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See Item 5.
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1
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This percentage is calculated based upon 25,816,692 shares of Common Stock outstanding as of July 31, 2019, as reported in the Issuer's Form 10-Q filed on August 2, 2019.
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
Edward A. Mulé
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER*
-0-
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8
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SHARED VOTING POWER*
2,691,788
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9
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SOLE DISPOSITIVE POWER*
-0-
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10
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SHARED DISPOSITIVE POWER*
2,691,788
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
2,691,788
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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13
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PERCENT OF CLASS REPRESENTED IN ROW (11)*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
Robert J. O'Shea
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER*
-0-
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8
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SHARED VOTING POWER*
2,691,788
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9
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SOLE DISPOSITIVE POWER*
-0-
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10
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SHARED DISPOSITIVE POWER*
2,691,788
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
2,691,788
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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13
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PERCENT OF CLASS REPRESENTED IN ROW (11)*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Explanatory Note
This Amendment No. 10 (the "Amendment") amends the statement on Schedule 13D originally filed by the Reporting Persons on January 3, 2017, as amended by Amendment No. 1 filed by
the Reporting Persons on January 25, 2017, as further amended by Amendment No. 2 filed by the Reporting Persons on March 15, 2017, as further amended by Amendment No. 3 filed by the Reporting Persons on July 3, 2017, as further amended by Amendment
No. 4 filed by the Reporting Persons on November 9, 2017, as further amended by Amendment No. 5 filed by the Reporting Persons on December 22, 2017, as further amended by Amendment No. 6 filed by the Reporting Persons on December 26, 2017, as
further amended by Amendment No. 7 filed by the Reporting Persons on January 24, 2018, as further amended by Amendment No. 8 filed by the Reporting Persons on February 7, 2018 and as further amended by Amendment No. 9 filed by the Reporting Persons
on October 4, 2019 (as amended, the "Schedule 13D"). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the
Schedule 13D remains unchanged.
Item 5. Interests in Securities of the Issuer.
Item 5(c) is hereby amended as follows:
(a) The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. The Reporting Persons beneficially own the Common Stock reported herein.
There were 25,816,692 shares of Common Stock outstanding as of July 31, 2019, as reported in the Issuer's Form 10-Q filed on August 2, 2019. The shares of Common Stock reported herein represent approximately 10.4% of the outstanding Common Stock.
(b) The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. Silver Point has sole voting and dispositive power with respect to the
Common Stock reported herein. Messrs. Mulé and O’Shea may be deemed to have shared voting and dispositive power with respect thereto by reason of their status as members of Management.
(c) Within the past sixty days, the Reporting Persons have engaged in the following transactions in the Common Stock:
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Transaction Date
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Transaction Type
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Number of Shares
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Price Per Share
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October 8, 2019
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Open Market Sale
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275,000
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$
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1.07
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October 11, 2019
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Open Market Sale
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100,000
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$
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1.03
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(d) Not applicable.
(e) Not applicable.
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Item 7.
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Material to be filed as Exhibits.
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Exhibit 1
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Joint Filing Agreement, dated as of October 11, 2019, by and among the Reporting Persons.
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Exhibit 2
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Registration Rights Agreement, dated as of December 23, 2016, by and among Basic Energy Services, Inc. and the parties thereto (incorporated by reference to Exhibit 10.1 to the Issuer's form 8-A filed on
December 23, 2016).
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Exhibit 3
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Power of Attorney of Edward A. Mulé (incorporated here by reference to Exhibit B to Schedule 13G filed by Silver Point Capital, L.P., Edward A. Mulé and Robert O'Shea with the Securities and Exchange Commission on
February 16, 2016 relating to TopBuild Corp.).
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Exhibit 4
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Power of Attorney of Robert O'Shea (incorporated here by reference to Exhibit B to Schedule 13G filed by Silver Point Capital, L.P., Edward A. Mulé and Robert O'Shea with the Securities and Exchange Commission on
February 16, 2016 relating to TopBuild Corp.).
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Amendment No. 10 to Schedule
13D is true, complete and correct.
Dated: October 11, 2019
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Silver Point Capital, L.P.
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By:
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/s/ Steven Weiser
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Name:
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Steven Weiser
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Title:
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Authorized Signatory
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Edward A. Mulé
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By:
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/s/ Steven Weiser
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Name:
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Steven Weiser
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Title:
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Attorney-in-fact
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Robert J. O'Shea
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By:
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/s/ Steven Weiser
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Name:
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Steven Weiser
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Title:
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Attorney-in-fact
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Exhibit 1
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Amendment No. 10 to Schedule 13D is filed on behalf of
each of them; and
(ii) Each of them is responsible for the timely filing of such Amendment No. 10 to Schedule 13D and any amendments thereto, and for the completeness and accuracy of
the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such
information is inaccurate.
Date: October 11, 2019
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Silver Point Capital, L.P.
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By:
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/s/ Steven Weiser
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Name:
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Steven Weiser
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Title:
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Authorized Signatory
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Edward A. Mulé
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By:
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/s/ Steven Weiser
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Name:
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Steven Weiser
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Title:
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Attorney-in-fact
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Robert J. O'Shea
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By:
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/s/ Steven Weiser
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Name:
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Steven Weiser
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Title:
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Attorney-in-fact
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