MARINE PETROLEUM TRUST - Quarter Report: 2007 September (Form 10-Q)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2007
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition period from to .
Commission file number 000-08565
Marine Petroleum Trust
(Exact name of registrant as specified in its charter)
Texas | 75-6008017 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
Bank of America, N.A. | 75283-0650 | |
P.O. Box 830650, Dallas, Texas (Address of principal executive offices) |
(Zip Code) |
Registrants telephone number, including area code (214) 209-2444
None
(Former name, former address and former fiscal year
if changed since last report)
(Former name, former address and former fiscal year
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
Yes
o No
þ
Indicate number of units of beneficial interest outstanding as of the latest practicable date:
As of November 12, 2007, we had 2,000,000 units of beneficial interest outstanding.
As of November 12, 2007, we had 2,000,000 units of beneficial interest outstanding.
MARINE PETROLEUM TRUST
INDEX
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Number | ||||||||
1 | ||||||||
1 | ||||||||
2 | ||||||||
3 | ||||||||
4 | ||||||||
5 | ||||||||
8 | ||||||||
8 | ||||||||
9 | ||||||||
9 | ||||||||
Certification of the Corporate Trustee Pursuant to Section 302 | ||||||||
Certification of the Corporate Trustee Pursuant to Section 906 |
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MARINE PETROLEUM TRUST AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2007 and June 30, 2007
September 30, 2007 and June 30, 2007
September 30, | ||||||||
2007 | June 30, | |||||||
(Unaudited) | 2007 | |||||||
ASSETS |
||||||||
Current Assets: |
||||||||
Cash and cash equivalents |
$ | 1,713,418 | $ | 1,636,082 | ||||
Oil and gas royalties receivable |
911,335 | 1,186,503 | ||||||
Receivable from affiliate |
397,068 | 350,126 | ||||||
Total current assets |
$ | 3,021,821 | $ | 3,172,711 | ||||
Investment in affiliate |
588,616 | 646,963 | ||||||
Producing oil and gas properties |
7 | 7 | ||||||
$ | 3,610,444 | $ | 3,819,681 | |||||
LIABILITIES AND TRUST EQUITY |
||||||||
Current Liabilities Federal income taxes payable |
$ | 10,300 | $ | 7,600 | ||||
Trust Equity: |
||||||||
Corpus authorized 2,000,000 units of
beneficial interest,
issued 2,000,000 units at nominal value |
8 | 8 | ||||||
Undistributed income |
3,600,136 | 3,812,073 | ||||||
Total trust equity |
3,600,144 | 3,812,081 | ||||||
$ | 3,610,444 | $ | 3,819,681 | |||||
See accompanying notes to condensed consolidated financial statements.
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MARINE PETROLEUM TRUST AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
AND UNDISTRIBUTED INCOME
AND UNDISTRIBUTED INCOME
For the Three Months Ended September 30, 2007 and 2006
(Unaudited)
(Unaudited)
Three Months Ended | ||||||||
September 30, | ||||||||
2007 | 2006 | |||||||
Income: |
||||||||
Oil and gas royalties |
$ | 1,046,099 | $ | 1,196,408 | ||||
Equity in earnings of affiliate |
325,706 | 186,086 | ||||||
Interest income |
19,944 | 18,757 | ||||||
1,391,749 | 1,401,251 | |||||||
Expenses: |
||||||||
General and administrative |
54,256 | 40,226 | ||||||
Income before Federal income taxes |
1,337,493 | 1,361,025 | ||||||
Federal income taxes of subsidiary |
6,700 | 3,800 | ||||||
Net income |
1,330,793 | 1,357,225 | ||||||
Undistributed income at beginning of period |
3,812,073 | 2,782,955 | ||||||
5,142,866 | 4,140,180 | |||||||
Distributions to unitholders |
1,542,730 | 1,136,986 | ||||||
Undistributed income at end of period |
$ | 3,600,136 | $ | 3,003,194 | ||||
Net income per unit |
$ | 0.67 | $ | 0.68 | ||||
Distributions per unit |
$ | 0.77 | $ | 0.57 | ||||
Units outstanding |
2,000,000 | 2,000,000 | ||||||
See accompanying notes to condensed consolidated financial statements.
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MARINE PETROLEUM TRUST AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended September 30, 2007 and 2006
(Unaudited)
For the Three Months Ended September 30, 2007 and 2006
(Unaudited)
Three Months Ended | ||||||||
September 30, | ||||||||
2007 | 2006 | |||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 1,330,793 | $ | 1,357,225 | ||||
Adjustments to reconcile net income to net cash provided
by operating activities: |
||||||||
Equity in undistributed earnings of affiliate |
(325,706 | ) | (186,086 | ) | ||||
Distributions of earnings of affiliate |
384,053 | 14,146 | ||||||
Change in assets and liabilities: |
||||||||
Oil and gas royalties receivable |
275,168 | 63,325 | ||||||
Receivable from affiliate |
(46,942 | ) | 39,985 | |||||
Income taxes payable |
2,700 | 1,800 | ||||||
Net cash provided by operating activities |
1,620,066 | 1,290,395 | ||||||
Cash flows
used in financing activitiesdistributions to unitholders |
(1,542,730 | ) | (1,136,986 | ) | ||||
Net increase in cash and cash equivalents |
77,336 | 153,409 | ||||||
Cash and cash equivalents at beginning of period |
1,636,082 | 1,454,283 | ||||||
Cash and cash equivalents at end of period |
$ | 1,713,418 | $ | 1,607,692 | ||||
See accompanying notes to condensed consolidated financial statements.
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MARINE PETROLEUM TRUST AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2007
(Unaudited)
September 30, 2007
(Unaudited)
Accounting Policies
The financial statements include the financial statements of Marine Petroleum Trust (the
Trust) and its wholly-owned subsidiary, Marine Petroleum Corporation (MPC). The financial
statements are condensed and consolidated and should be read in conjunction with the Trusts Annual
Report on Form 10-K for the fiscal year ended June 30, 2007. The financial statements included
herein are unaudited, but in the opinion of management they include all adjustments necessary for a
fair presentation of the results of operations for the periods indicated. Operating results for the
three months ended September 30, 2007 are not necessarily indicative of the results that may be
expected for the fiscal year ending June 30, 2008.
As an overriding royalty owner, actual production results are not known to us until reported
by the operator, which could be up to 60-90 days after the actual month of production. To comply
with accounting principles generally accepted in the United States of America, we must estimate
earned but unpaid royalties from this production. To estimate this amount, we utilize historical
information based on the latest production reports from the individual leases and current average
prices as reported for oil by Chevron Corporation and the well head price for natural gas as
reported by the Energy Information Agency, a division of the U.S. Department of Energy, for the
period under report.
Distributable Income
The Trusts Indenture provides that the trustee is to distribute all cash in the Trust, less
an amount reserved for the payment of accrued liabilities and estimated future expenses, to
unitholders on the 28th day of March, June, September and December of each year. If the
28th falls on a Saturday, Sunday or legal holiday, the distribution is payable on the
immediately preceding business day.
As stated under Accounting Policies above, the financial statements in this Form 10-Q are
the condensed and consolidated account balances of the Trust and MPC. However, distributable
income is paid from the account balances of the Trust. Distributable income is comprised of (i)
royalties from offshore Texas leases owned directly by the Trust, (ii) 98% of the royalties
received from offshore Louisiana leases owned by MPC that are paid to the Trust on a quarterly
basis, (iii) cash distributions from the Trusts equity interest in the Tidelands Royalty Trust B
(Tidelands), a separate publicly traded royalty trust, (iv) dividends paid by MPC, less (v)
administrative expenses incurred by the Trust.
The Trust relies on public records for information regarding drilling operations. The public
records available up to the date of this report indicate that there were seven new well completions
made during the three months ended September 30, 2007 on leases in which the Trust has an interest.
Public records also indicate that there were eight wells in the process of being drilled and four
permits for wells to be drilled in the future.
Based on the latest public records reviewed by the Trust, there are approximately 240 wells
subject to the Trusts overriding royalty interest that are listed as active oil or natural gas
wells on the records of the Minerals Management Service.
Undistributed Income
A contract between the Trust and MPC provides that 98% of the overriding royalties received by
MPC are paid to the Trust each quarter. MPC retains the remaining 2% of the overriding royalties
along with other items of income and expense until such time as MPCs Board of Directors declares a
dividend out of the retained earnings. Beginning in the first quarter of 2004, the Board of
Directors of MPC has declared quarterly dividends equal to 2% of overriding royalties collected
each quarter. On September 30, 2007, undistributed income of the Trust and MPC amounted to
$2,697,992 and $902,144, respectively.
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Item 2. Trustees Discussion and Analysis of Financial Condition and Results of Operations
Financial Condition Liquidity and Capital Resources
The Trust is a royalty trust that was created in 1956 under the laws of the State of Texas.
Bank of America, N.A. serves as corporate trustee. The Trust is not permitted to engage in any
business activity because it was organized for the sole purpose of providing an efficient, orderly,
and practical means for the administration and liquidation of rights to payments from certain oil
and natural gas leases in the Gulf of Mexico, pursuant to license agreements and amendments between
the Trusts predecessors and Gulf Oil Corporation (Gulf). As a result of various transactions
that have occurred since 1956, the Gulf interests now are held by Chevron Corporation (Chevron),
Elf Exploration, Inc. (Elf), and their assignees.
The Trusts rights are generally referred to as overriding royalty interests in the oil and
natural gas industry. An overriding royalty interest is created by an assignment by the owner of a
working interest. The ownership rights associated with an overriding royalty interest terminate
when the underlying lease terminates. All production and marketing functions are conducted by the
working interest owners of the leases. Revenues from the overriding royalties are paid to the
Trust either (i) on the basis of the selling price of oil, natural gas and other minerals produced,
saved or sold, or (ii) at the value at the wellhead as determined by industry standards, when the
selling price does not reflect the value at the wellhead.
The Trust holds an overriding royalty interest equal to three-fourths of 1% of the value at
the well of any oil, natural gas, or other minerals produced and sold from 59 leases covering
215,136 gross acres located in the Gulf of Mexico. The Trusts overriding royalty interest applies
only to existing leases and does not apply to any new leases that Chevron or Elf may acquire. The
Trust also owns a 32.6% equity interest in Tidelands. Tidelands has an overriding royalty interest
in five leases covering 22,948 gross acres located in the Gulf of Mexico. As a result of this
ownership, the Trust receives periodic distributions from Tidelands.
Due to the limited purpose of the Trust as stated in the Trusts Indenture, there is no
requirement for capital. The Trusts only obligation is to distribute to unitholders the net
income actually collected. As an administrator of oil and natural gas royalty properties, the
Trust collects royalties monthly, pays administration expenses, and disburses all net royalties
collected to its unitholders each quarter.
The Trusts Indenture (and MPCs charter and by-laws) expressly prohibits the operation of any
kind of trade or business. The Trusts oil and natural gas properties are depleting assets and are
not being replaced due to the prohibition against these investments. These restrictions, along
with other factors, allow the Trust to be treated as a grantor trust. As a grantor trust, all
income and deductions, for state and federal tax purposes, should flow through to each individual
unitholder. However, in May 2006, the State of Texas passed legislation to implement a new
franchise tax. Currently, we expect that the Trust will be exempt from the franchise tax as a
passive entity. Please see State Tax Considerations on page 7 for a further discussion.
However, MPC is a taxable entity and pays state and federal taxes on its income, excluding the 98%
net profits interest to be distributed to the Trust and deducting statutory depletion.
Critical Accounting Policies
As an overriding royalty owner, actual production results are not known to us until reported
by the operator, which could be up to 60-90 days after the actual month of production. To comply
with accounting principles generally accepted in the United States of America, we must estimate
earned but unpaid royalties from this production. To estimate this amount, we utilize historical
information based on the latest production reports from the individual leases and current average
prices as reported for oil by Chevron and the well head price for natural gas as reported by the
Energy Information Agency, a division of the U.S. Department of Energy for the period under report.
We did not have any changes in our critical accounting policies or in our significant
accounting estimates during the three months ended September 30, 2007. Please see our Annual
Report on Form 10-K for the year ended June 30, 2007 for a detailed discussion of our critical
accounting policies.
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General
The Trust realized 63% of its revenue from the sale of oil and 37% from the sale of natural
gas during the three months ended September 30, 2007. Revenue includes estimated royalties of oil
and natural gas produced even if payment for that production has not yet been received from
producers.
Distributions fluctuate from quarter to quarter due to changes in oil and natural gas prices
and production quantities. Net income is determined by the revenue from oil and natural gas
produced and sold during the accounting period. Distributions, however, are determined by the cash
available to the Trust on or before ten days prior to the record date provided in the Indenture.
Summary of Operating Results
Net income for the three months ended September 30, 2007 decreased approximately 1.5% to $0.67
per unit as compared to $0.68 per unit for the comparable period in 2006. Oil production for the
three months ended September 30, 2007 decreased approximately 3,775 barrels and natural gas
production increased approximately 10,125 mcf from the levels realized in the comparable period in
2006. For the three months ended September 30, 2007, the average price realized for a barrel of
oil increased $13.19 over the price realized in the comparable period in 2006 and the average price
realized for a thousand cubic feet (mcf) of natural gas decreased $1.48 over the price realized in
the comparable period in 2006.
Distributions to unitholders amounted to $0.77 per unit for the three months ended September
30, 2007, an increase of approximately 35% from the $0.57 distribution for the comparable period in
2006.
The following table presents the net production quantities of oil and natural gas and net
income and distributions per unit for the last five quarters.
Production (1) | ||||||||||||||||
Natural | Net | Cash | ||||||||||||||
Quarter | Oil (bbls) | Gas (mcf) | Income | Distribution | ||||||||||||
September 30, 2006 |
12,327 | 54,523 | $ | 0.68 | $ | 0.57 | ||||||||||
December 31, 2006 |
7,975 | 108,885 | 0.65 | 0.58 | ||||||||||||
March 31, 2007 |
13,089 | 62,392 | 0.81 | 0.61 | ||||||||||||
June 30, 2007 |
8,869 | 66,526 | 0.83 | 0.70 | ||||||||||||
September 30, 2007 |
8,552 | 64,648 | $ | 0.67 | $ | 0.77 |
(1) | Excludes the Trusts equity interest in Tidelands. |
The Trusts revenues are derived from the oil and natural gas production activities of
unrelated parties. The Trusts revenues and distributions fluctuate from period to period based
upon factors beyond the Trusts control, including, without limitation, the number of productive
wells drilled and maintained on leases subject to the Trusts interest, the level of production
over time from such wells and the prices at which the oil and natural gas from such wells are sold.
Important aspects of the Trusts operations are conducted by third parties. Oil and natural
gas companies that lease tracts subject to the Trusts interests are responsible for the production
and sale of oil and natural gas and the calculation of royalty payments to the Trust. The Trusts
distributions are processed and paid by Mellon Investor Services LLC as the agent for the trustee
of the Trust.
Results of OperationsThree Months Ended September 30, 2007 and 2006
Net income decreased 2% to $1,330,793 for the three months ended September 30, 2007, from
$1,357,225 realized for the comparable three months in 2006.
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Oil and gas production (barrels of oil equivalent) in the three months ended September 30,
2007 declined 10% over the volumes realized in the quarter ended September 30, 2006. The increase
in the price realized for crude oil was offset by a decrease in the price realized for natural gas.
The Trusts revenue is dependent on the operations of the working interest owners of the
leases on which the Trust has an overriding royalty interest. The volume of oil and gas produced
and its selling price are primary factors in the calculation of overriding royalty payments.
Production is affected by the declining capability of the producing wells, the number of new wells
drilled, the number of existing wells re-worked and placed back in production. Production from
existing wells is anticipated to decrease in the future due to normal well depletion. The Trust
has no control over future drilling operations which could impact the oil and natural gas
production on the lease on which the Trust has an overriding royalty interest.
Revenue from oil royalties, excluding the Trusts equity interest in Tidelands, for the three
months ended September 30, 2007 decreased 16% to approximately $661,000 from approximately $791,000 realized for
the comparable three months in 2006. There was a 31% decrease in production and a 21% increase in
the price realized.
Revenue from natural gas royalties, excluding the Trusts equity interest in Tidelands,
decreased 5% to approximately $384,000 from approximately $405,000 for the comparable three months
in 2006. There was a 19% increase in production and a 20% decrease in the price realized.
Income from the Trusts equity in Tidelands increased approximately 75% for the three months
ended September 30, 2007 as compared to the comparable three months of 2006 primarily due to increased
oil and natural gas prices and production of Tidelands leases.
The following table presents the quantities of oil and natural gas sold and the average price
realized from current operations for the three months ended September 30, 2007, and those realized
in the comparable three months in 2006, excluding the Trusts equity interest in Tidelands.
Three Months Ended September 30, | ||||||||
2007 | 2006 | |||||||
Oil |
||||||||
Barrels sold |
8,552 | 12,327 | ||||||
Average price |
$ | 77.37 | $ | 64.18 | ||||
Natural Gas |
||||||||
Mcf sold |
64,648 | 54,523 | ||||||
Average price |
$ | 5.95 | $ | 7.43 |
State Tax Considerations
In May 2006, the State of Texas enacted legislation, as amended in June 2007, to implement a
new franchise tax. Under the new legislation, a 1% tax (in certain cases not applicable here, the
tax rate is 0.5%) will be imposed on each taxable entitys taxable margin. Taxable margin is
generally defined as revenues less certain costs, as provided in the new legislation. The tax
generally will be imposed on revenues generated beginning in 2007 and reported in tax returns due
on or after January 1, 2008. While most types of entities are considered to be taxable entities,
trusts, other than business trusts (as defined in U.S. Treasury Regulation section 301.7701-4(b)),
will be exempt from the franchise tax as passive entities if they meet certain statutory
requirements.
The new legislation sets forth various factors to consider in determining whether an entity is
exempt as a passive entity, including, among other things, the source of the entitys income.
All or substantially all of the income of the Trust currently is passive, as it consists of royalty
income from the sale of oil and natural gas, interest income and distributions from the Trusts
investment in Tidelands. The Trust will be considered a passive entity that is not subject to the
Texas franchise tax if: (a) it is not a business trust; (b) at least 90% of the Trusts income for
the taxable year is derived from passive sources (e.g., royalties, bonuses, delay rental income
from mineral properties, dividends, interest, capital gains from the sale of securities, etc.); and
(c) no more than 10% of the Trusts
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income from such taxable year is derived from active trade or business sources (e.g., rent, certain
income received by a non-operator under a joint operating agreement pursuant to which the operator is the
member of an affiliated group that includes such non-operator, etc.). The determination of whether
the Trust satisfies the requirements in clauses (a)-(c) must be made at the end of each taxable
year. Generally, a trust is not a business trust if: (a) it was not formed to carry on a business
activity jointly; and (b) the powers of its trustees are limited to those necessary for the
incidental preservation of the trust property, the collection of income therefrom, the payment of
expenses, etc. Subject to any change in the sources of income derived by the Trust or any change
in the Trusts Indenture, the Trust expects that it will be a passive entity that is not subject to
the franchise tax.
If the Trust is exempt from the franchise tax at the Trust level as a passive entity, each
unitholder that is a taxable entity would generally include its share of the Trusts revenue in its
franchise tax computation. If, however, the franchise tax is imposed on the Trust at the Trust
level, each unitholder would generally exclude its share of the Trusts net income from its
franchise tax calculation. The Trust will make a final determination as to whether it was a
passive entity in 2007 during the first quarter of 2008. If the Trust determines that it was not a
passive entity in 2007, it will alert unitholders by filing a Form 8-K.
Each unitholder is urged to consult his own tax advisor regarding the requirements for filing
state tax returns.
Forward-Looking Statements
The statements discussed in this quarterly report on Form 10-Q regarding our future financial
performance and results, and other statements that are not historical facts, are forward-looking
statements as defined in Section 27A of the Securities Act of 1933. We use the words may,
expect, anticipate, estimate, believe, continue, intend, plan, budget, or other
similar words to identify forward-looking statements. You should read statements that contain
these words carefully because they discuss future expectations, contain projections of our
financial condition, and/or state other forward-looking information. Actual results may differ
from expected results because of: reductions in price or demand for oil and natural gas, which
might then lead to decreased production; reductions in production due to the depletion of existing
wells or disruptions in service, which may be caused by storm damage to production facilities,
blowouts or other production accidents, or geological changes such as cratering of productive
formations; and the expiration or release of leases subject to our interests. Additional risks are
set forth in our Annual Report on Form 10-K for the year ended June 30, 2007. Events may occur in
the future that we are unable to accurately predict, or over which we have no control. If one or
more of these uncertainties materialize, or if underlying assumptions prove incorrect, actual
outcomes may vary materially from those forward-looking statements included in this Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We did not experience any significant changes in market risk during the period covered by this
report. Our market risk is described in more detail in Item 7A: Quantitative and Qualitative
Disclosures About Market Risk in our Annual Report on Form 10-K for the year ended June 30, 2007.
Item 4. Controls and Procedures
Bank of America, N.A., as Trustee of the Trust, is responsible for establishing and
maintaining the Trusts disclosure controls and procedures. These controls and procedures were
designed to ensure that material information relating to the Trust and its subsidiary is
communicated to the Trustee. As of the end of the period covered by this report, the Trustee
evaluated the effectiveness of the design and operation of the Trusts disclosure controls and
procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based upon that evaluation, the
Trustee concluded that the Trusts disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Trust in the reports that it files or submits under the
Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commissions rules and forms and (ii) is accumulated and
communicated to the Trustee to allow timely decisions regarding required disclosure. There has not
been any change in the Trusts internal control over financial reporting during the period covered
by this report that has materially affected, or is reasonably likely to materially affect, the
Trusts internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1A. Risk Factors
There have been no material changes to the risk factors set forth in our Annual Report on Form
10-K for the year ended June 30, 2007.
Item 6. Exhibits
The following exhibits are included herein:
31.1 | Certification of the Corporate Trustee pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
32.1 | Certification of the Corporate Trustee pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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SIGNATURES
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, thereunto duly authorized.
MARINE PETROLEUM TRUST
Bank of America, N.A., Trustee
Bank of America, N.A., Trustee
November 14, 2007 | By: | /s/ Ron E. Hooper | ||
Ron E. Hooper | ||||
Senior Vice President | ||||
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