NEITHER THIS NOTE NOR THE COMMON STOCK INTO WHICH IT MAY BE CONVERTED HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER SECURITIES
LAWS, AND NEITHER MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SO
REGISTERED OR UNLESS SOLD PURSUANT TO AN EXEMPTION THEREFROM. THIS NOTE MAY BE
TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THE NOTE
PURCHASE AGREEMENT REFERRED TO IN THIS NOTE, A COMPLETE AND CORRECT COPY OF THE
FORM OF WHICH IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF HAWAIIAN
HOLDINGS, INC., 00000 XXXX XXXXX XXXXX, XXXXX 000, XXX XXXXX, XX 00000.
FORM OF SERIES A SUBORDINATED CONVERTIBLE NOTE
$__________ June 2, 2005
FOR VALUE RECEIVED, the undersigned, Hawaiian Holdings, Inc.
(herein called the "Company"), a corporation organized and existing under the
laws of the State of Delaware, hereby promises to pay to ___________, or
permitted, registered assigns (collectively, the "Holder"), the principal sum of
________________ ($___________) due June 1, 2010, with interest (computed on the
basis of a 360-day year of twelve 30-day months) on the unpaid balance thereof
at the rate of 5.00% per annum.
1. Interest shall be payable semi-annually in arrears on the first day
immediately following each sixth month anniversary of the issuance of this Note
(each such date, an "Interest Payment Date"), or, if any such date is a
Saturday, Sunday or legal holiday, then on the next day which is not a Saturday,
Sunday or legal holiday. Interest with respect to any period may be paid, at the
option of the Company, in either cash or additional Subordinated Convertible
Notes in substantially the form of this Note valued at the principal amount
thereof.
2. Payments of principal of and interest on this Note are to be made in lawful
money of the United States of America by wire transfer of immediately available
funds to the bank account specified by Holder or such other place Holder shall
have designated by written notice.
3. This Note is subject to optional, provisional, and mandatory prepayment, in
whole or from time to time in part, at the times and on the terms specified in
the Note Purchase Agreement dated June 1, 2005 between the Company and RC
Aviation, LLC, as amended from time to time (the "Note Purchase Agreement").
4. Holder may convert all or any portion of the Note into shares of Common Stock
at any time following the first anniversary of the issuance of the Note. If the
Note is called for redemption after the first anniversary of the issuance of
this Note, Holder may convert
it at any time before the close of business on the last Business Day prior to
the date fixed for such redemption. The initial Conversion Price is $4.35 per
share, subject to adjustment in certain events as set forth in the Note Purchase
Agreement. The Note shall be convertible into the number of fully paid and
nonassessable shares of Common Stock equal to the quotient of (x) the
outstanding principal amount on this Note divided by (y) the Conversion Price.
The Company shall deliver a check for any fractional share.
5. To convert the Note, Holder must (i) complete and sign the Conversion Notice
attached to the Note, (ii) surrender the Note to the Company, (iii) furnish
appropriate endorsements and transfer documents if required by the Company and
(iv) pay any transfer or similar tax if required. No adjustment is to be made on
conversion for interest accrued hereon or for dividends on shares of Common
Stock issued on conversion; provided, however, that if the Note (other than any
portion called for redemption) is surrendered for conversion after the Record
Date for a payment of interest and on or before the Interest Payment Date, then,
notwithstanding such conversion, the interest falling due to such Interest
Payment Date plus all accrued and unpaid interest will be paid to the Person in
whose name the Note is registered at the close of business on such Record Date
and any Note surrendered for conversion during the period from the close of
business on any Record Date to the opening of business on the corresponding
Interest Payment Date must be accompanied by payment of an amount equal to the
interest payable on such Interest Payment Date plus all accrued and unpaid
interest.
6. (a) For purposes of this Section 6 and Section 7, the following terms have
the meanings specified below:
"Canyon Capital Credit Agreement" means that certain Credit Agreement,
dated as of June 2, 2005, by and among the Company, Hawaiian Airlines, Inc., a
Delaware corporation ("Borrower") (the Company and Borrower are collectively
herein referred to as the "Obligors"), the lenders party thereto, and Canyon
Capital Advisors, LLC, as agent ("Canyon").
"Canyon Capital Loan Documents" means the Canyon Capital Credit
Agreement and the other Loan Documents (as defined in the Canyon Capital Credit
Agreement), each as amended (including any amendment and restatement thereof),
modified, renewed, refunded, replaced, or refinanced in whole or in part from
time to time, including any agreement extending the maturity of, consolidating,
or otherwise restructuring (including adding subsidiaries of the Company as
additional obligors thereunder) all or any portion of the Canyon Capital
Indebtedness under such agreement or any successor or replacement agreement and
whether by the same or any other agent, lender, or group and whether or not
increasing the amount of Canyon Capital Indebtedness that may be incurred
thereunder.
"Canyon Capital Indebtedness" means "Indebtedness," as such term is
defined in the Canyon Capital Credit Agreement.
2
"Indebtedness" means (a) all obligations for borrowed money (including
all obligation owing under the Xxxxx Fargo Credit Agreement and the Canyon
Capital Credit Agreement), (b) all obligations evidenced by bonds, debentures,
notes, or other similar instruments and all reimbursement or other obligations
in respect of letters of credit, bankers acceptances, interest rate swaps, or
other financial products, (c) all obligations as a lessee under capital leases,
(d) all obligations or liabilities of others secured by a Lien on any asset of a
Person or its subsidiaries, irrespective of whether such obligation or liability
is assumed, (e) all obligations to pay the deferred purchase price of assets,
(f) all obligations owing under hedge agreements, (g) all obligations to pay
trade payables incurred in the ordinary course of business and repayable in
accordance with customary trade practices, and (h) any obligation guaranteeing
or intended to guarantee (whether directly or indirectly guaranteed, endorsed,
co-made, discounted, or sold with recourse) any obligation of any other Person
that constitutes Indebtedness under any of clauses (a) through (g) above.
"Insolvency Proceeding" has the meaning ascribed to such term in the
Xxxxx Fargo Credit Agreement.
"Lien" has the meaning ascribed to such term in the Xxxxx Fargo Credit
Agreement.
"Person" has the meaning ascribed to such term in the Xxxxx Fargo
Credit Agreement.
"Senior Obligations" means all obligations (whether now outstanding or
hereafter incurred, contingent or non-contingent, liquidated or unliquidated, or
primary or secondary) of any Obligor in respect of (a) principal under the Xxxxx
Fargo Credit Agreement or the Canyon Capital Credit Agreement or any other Xxxxx
Fargo Loan Documents or Canyon Capital Loan Documents (or any refinancing
agreement entered into with respect thereto), (b) all interest and premium, if
any, in respect of the Xxxxx Fargo Indebtedness or the Canyon Capital
Indebtedness referred to in clause (a) above, (c) all fees payable pursuant to
any Xxxxx Fargo Loan Documents or Canyon Capital Loan Documents (or a
refinancing agreement entered into with respect thereto), (d) all other
Obligations (as defined in the Xxxxx Fargo Credit Agreement) or other payment
obligations (including costs, expenses, letter of credit reimbursement
obligations, or otherwise) of any Obligor to Xxxxx Fargo, Canyon or the lenders
arising under the Xxxxx Fargo Credit Agreement or the Canyon Capital Credit
Agreement (or to third persons under provisions of a refinancing agreement
entered into with respect thereto), including contingent reimbursement
obligations with respect to outstanding letters of credit, all costs and
expenses incurred by Xxxxx Fargo, Canyon or any lender in connection with its or
their enforcement of any rights or remedies under the Xxxxx Fargo Credit
Agreement or the Canyon Capital Credit Agreement, including, by way of example,
attorneys fees, court costs, appraisal and consulting fees, auctioneer fees,
rent, storage, insurance premiums, and like items, and irrespective of whether
allowable as a claim against any Obligor in any Insolvency Proceeding, and (e)
post-petition interest on the Xxxxx Fargo Indebtedness or
3
the Canyon Capital Indebtedness referred to in clauses (a) through (d) above, at
the rate provided for in the instrument or agreements evidencing such Xxxxx
Fargo Indebtedness or Canyon Capital Indebtedness, accruing subsequent to the
commencement of an Insolvency Proceeding (whether or not such interest is
allowed as a claim in such Insolvency Proceeding).
"Subordinated Debt" means all principal, interest, fees, costs,
enforcement expenses (including attorneys fees and disbursements), and all other
payment obligations (including, but not limited to, the repurchase price with
respect to this Note) of any kind arising under this Note or any other
Subordinated Document.
"Subordinated Documents" means, collectively, this Note, the Note
Purchase Agreement and any and all other documents or instruments evidencing or
guarantying, directly or indirectly, any of the Subordinated Debt, whether now
existing or hereafter created.
"Xxxxx Fargo Credit Agreement" means that certain Credit Agreement,
dated as of June 2, 2005, by and among the Company, Borrower, the lenders party
thereto, and Xxxxx Fargo Foothill, Inc., as the arranger and administrative
agent for the lenders ("Xxxxx Fargo").
"Xxxxx Fargo Indebtedness" means "Indebtedness," as such term is
defined in the Xxxxx Fargo Credit Agreement.
"Xxxxx Fargo Loan Documents" means the Xxxxx Fargo Credit Agreement and
the other Loan Documents (as defined in the Xxxxx Fargo Credit Agreement), each
as amended (including any amendment and restatement thereof), modified, renewed,
refunded, replaced, or refinanced in whole or in part from time to time,
including any agreement extending the maturity of, consolidating, or otherwise
restructuring (including adding subsidiaries of the Company as additional
obligors thereunder) all or any portion of the Xxxxx Fargo Indebtedness under
such agreement or any successor or replacement agreement and whether by the same
or any other agent, lender, or group and whether or not increasing the amount of
Xxxxx Fargo Indebtedness that may be incurred thereunder.
(b) The Company covenants and agrees, and the Holder by its acceptance
hereof likewise covenants and agrees, that this Note is subject to the
provisions of this Section 6, and each Person holding this Note, whether upon
original issue or upon transfer, assignment or exchange thereof, accepts and
agrees to be bound by such provisions. The Holder by its acceptance hereof also
acknowledges and agrees that the subordination provisions set forth in this
Section 6 are, and are intended to be, an inducement and a consideration to each
holder of the Senior Obligations to acquire and continue to hold, or to continue
to hold, the Senior Obligations and such holder of the Senior Obligations shall
be deemed conclusively to have relied on such subordination provisions in
acquiring and continuing to hold, or continuing to hold, such Senior
Obligations.
4
(c) The Holder by its acceptance hereof agrees, for itself and each
future holder of this Note or the Subordinated Debt, that the Subordinated Debt
is expressly "subordinate" (as that term is hereinafter defined) to all
Indebtedness and "junior in right of payment" (as that term is hereinafter
defined) to the Senior Obligations. "Subordinate" means that no part of the
Subordinated Debt shall have any claim to the assets of the Company on a parity
with or prior to the claim of the Indebtedness. "Junior in right of payment"
means that unless and until the Senior Obligations have been paid in full,
without the express prior written consent of the holders of the Senior
Obligations, the Holder will not take, demand (including by means of any legal
action) or receive from the Company, and the Company will not make, give or
permit, directly or indirectly, by set-off, redemption, purchase or in any other
manner, any payment of the whole or any part of the Subordinated Debt; provided,
that, this Note may be redeemed with the proceeds of a rights offering to the
holders of Common Stock of the Company.
(d) The Company may not make, and Holder may not receive any payments
in cash or other property (other than Common Stock or paid-in-kind interest) of
any kind or nature in respect of the Subordinated Debt; provided, however, that
the Company may make (i) semi-annual interest payments, (ii) redemptions of the
Note with the proceeds of a rights offering to the holders of the Common Stock
of the Company or the proceeds from Permitted Parent Indebtedness (as defined in
the Xxxxx Fargo Credit Agreement), and (iii) redemptions, premiums and penalties
under the Note Purchase Agreement, in the case of clauses (i), (ii) and (iii)
above, so long as there is no default or event of default under the Senior
Obligations and only to the extent such payments are made solely using cash held
by the Company, whether on its balance sheet on the Closing Date (as defined in
the Xxxxx Fargo Credit Agreement), arising from proceeds of the rights offering
to the holders of the Common Stock of the Company or permitted to be distributed
to the Company by its subsidiaries under the Xxxxx Fargo Credit Agreement.
(e) Unless and until the Senior Obligations have been paid in full and
irrespective of whether a default or event of default has occurred and is
continuing with respect to the Senior Obligations: (A) the Holder shall not,
directly or indirectly, commence, prosecute, or participate in any lawsuit,
action, or proceeding, whether private, judicial, equitable, administrative, or
otherwise (including, without limitation, the filing of any bankruptcy petition
or case against any Obligor or any Obligor's assets) to enforce its rights or
interests in respect of the Subordinated Debt, and (B) the Holder shall have no
right either to (x) obtain a Lien on any assets of any Obligor, or (y) enforce
any Liens in, foreclose, levy, or execute upon, or collect or attach any of any
Obligor's assets, whether by judicial action or otherwise. In the event that the
Holder obtains any Liens in violation of the provisions of this Note, any and
all of such Liens shall in each case be subordinate to the Liens on the
collateral securing the Senior Obligations.
(f) The expression "payment in full" or "paid in full" or any similar
term or phrase when used in this Note with respect to the Senior Obligations
shall mean the payment in full of all such Senior Obligations in cash or such
other form of payment as may be acceptable to the holders of Senior Obligations,
or, in the case of Senior
5
Obligations consisting of contingent obligations in respect of letters of
credit, or other reimbursement obligations, the setting apart of cash sufficient
to discharge such portion of the Senior Obligations in an account for the
exclusive benefit of the holders thereof, in which account such holders shall be
granted a first priority perfected security interest in a manner reasonably
acceptable to such holders.
(g) Upon any payment by the Company, or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution, winding-up, liquidation or reorganization of the
Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due or to become due upon the
Indebtedness shall first be paid in full before any payment is made on account
of the principal or premium, if any, and interest on this Note; and upon any
such dissolution, winding-up, liquidation or reorganization or bankruptcy,
insolvency, receivership or other such proceedings, any payment by the Company,
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, to which the Holder would be entitled, except for
the provisions of this Section 6(g), shall be paid by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the Holder if received by it,
directly to the holders of the Senior Obligations (pro rata to such holders on
the basis of the respective amounts of the Senior Obligations held by such
holders, or as otherwise required by law or a court order) or their respective
representative or representatives, to the extent necessary to pay the Senior
Obligations in full in cash or in such other form of payment as may be
acceptable to the holders of the Senior Obligations after giving effect to any
concurrent payment or distribution to or for the holders of the Senior
Obligations, and then to the holders of all other Indebtedness in full in cash
or in such other form of payment as may be acceptable to the holders of such
Indebtedness after giving effect to any concurrent payment or distribution to or
for the holders of such Indebtedness, before any payment or distribution is made
to the Holder.
(h) (i) In the event that the Holder receives any payment or
distribution of assets of the Company of any kind in contravention of any term
of this Note, whether in cash, property or securities, including, without
limitation, by way of setoff or otherwise, before the Senior Obligations are
paid in full, then such payment or distribution shall be held by the recipient
or recipients in trust for the benefit of, and shall immediately be paid over or
delivered to, the holders of the Senior Obligations or their respective
representative or representatives, for application to the payment of the Senior
Obligations remaining unpaid to the extent necessary to make payment in full, in
cash or such other form of payment as may be acceptable to the holders of the
Senior Obligations, of the Senior Obligations remaining unpaid, after giving
effect to any concurrent payment or distribution, or provision therefor, to or
for the holders of the Senior Obligations.
(ii) For purposes of Section 6, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan
7
of reorganization or readjustment, the payment of which is subordinated (at
least to the extent provided in this Section 6 with respect to this Note) to the
payment of the Senior Obligations which may at the time be outstanding.
(i) Subject to the payment in full in cash, or in such other form of
payment as may be acceptable to the holders of the Senior Obligations, of the
Senior Obligations, the rights of the Holder shall be subrogated to the extent
of the payments or distributions made to the holders of the Senior Obligations
pursuant to the provisions of this Section 6(i) (equally and ratably with the
holders of all Indebtedness of the Company which by its express terms is
subordinated to other Indebtedness of the Company to substantially the same
extent as this Note is subordinated and is entitled to like rights of
subrogation) to the rights of the holders of the Senior Obligations to receive
payments or distributions of cash, property or securities of the Company
applicable to the Senior Obligations until the principal of, and premium, if
any, and interest on this Note shall be paid in full; and, for the purposes of
such subrogation, no payments or distributions to the holders of the Senior
Obligations of any cash, property or securities to which the Holder would be
entitled except for the provisions of this Section 6(i), and no payment over
pursuant to the provisions of this 6(i), to or for the benefit of the holders of
the Senior Obligations by the Holder, shall, as between the Company, its
creditors other than holders of the Senior Obligations, and the Holder, be
deemed to be a payment by the Company to or on account of the Senior
Obligations; and no payments or distributions of cash, property or securities to
or for the benefit of the Holder pursuant to the subrogation provisions of this
Section 6(i), which would otherwise have been paid to the holders of the Senior
Obligations shall be deemed to be a payment by the Company to or for the account
of this Note. It is understood that the provisions of this Section 6(i) are and
are intended solely for the purposes of defining the relative rights of the
Holder, on the one hand, and the holders of the Senior Obligations, on the other
hand.
(j) (i) No right of any present or future holder of the Senior
Obligations to enforce subordination as herein provided shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of the
Company or by any act or failure to act, in good faith, by any such holder, or
by any noncompliance by the Company with the terms, provisions and covenants of
this Note, regardless of any knowledge thereof which any such holder may have or
otherwise be charged with.
(ii) Without in any way limiting the generality of the foregoing
paragraph, the holders of the Senior Obligations may, at any time and from time
to time, without the consent of or notice to the Holder, without incurring
responsibility to the Holder, and without impairing or releasing the
subordination provided in this Note or the obligations of the Holder to the
holders of the Senior Obligations, do any one or more of the following: (a)
change the manner, place, or terms of payment (including any change in the rate
of interest) or extend the time of payment of, or renew, amend, modify, alter,
or grant any waiver or release with respect to, or consent to any departure
from, the Senior Obligations or any instrument evidencing the same or any
agreement evidencing, governing, creating, guaranteeing or securing the Senior
Obligations; (b) sell, exchange,
7
release, or otherwise deal with any property pledged, mortgaged or otherwise
securing the Senior Obligations; (c) release any Person liable under or in
respect of the Senior Obligations; (d) fail or delay in the perfection of liens
securing the Senior Obligations; (e) exercise or refrain from exercising any
rights against Company and any other Person; or (f) amend, or grant any waiver
or release with respect to, or consent to any departure from, any guarantee for
all or any of the Senior Obligations.
(k) Nothing contained in this Section 6(k) or elsewhere in this Note is
intended to or shall impair, as among the Company, its creditors other than the
holders of the Senior Obligations, and the Holder, the obligation of the
Company, which is absolute and unconditional, to pay to the Holder the principal
of, and premium, if any, and interest on the Note as and when the same shall
become due and payable in accordance with their terms, or is intended to or
shall affect the right of the Holder and creditors of the Company other than the
holders of the Senior Obligations. No provision of this Section 6(k) shall
prevent the occurrence of any default or Event of Default (as defined in the
Note Purchase Agreement) under this Note; provided that if payment of this Note
is accelerated because of an Event of Default (as defined in the Note Purchase
Agreement), the Company shall promptly notify holders of the Senior Obligations
of the acceleration.
7. None of the provisions of this Note may be waived, amended, supplemented or
otherwise modified without the written consent of the Company and the Holder. In
addition, Section 6 hereof may not be waived, amended, supplemented or otherwise
modified without the prior written consent of the holders of the Senior
Obligations, which may be withheld in such holders' sole discretion. An
assignment of this Note by the Holder may be effectuated only upon surrender of
the original Note to the Company followed by either reissuance of the Note to
the new Holder hereof or the issuance of a new instrument to such new Holder by
the Company. The Company shall not be obligated to recognize any person other
than the registered Holder as having an interest in the Note, despite any notice
to the contrary, unless the provisions of this Section 7 have been complied
with.
8. This Note is subject to the terms and conditions of the Note Purchase
Agreement, and in the event of any inconsistency between this Note and the Note
Purchase Agreement, the terms of the Note Purchase Agreement shall control.
Terms not defined herein have the meaning set forth in the Note Purchase
Agreement.
8
This Note shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the internal Laws of the State of
Delaware, without regard to the conflicts of Law principles thereof which would
specify the application of the Law of another jurisdiction.
HAWAIIAN HOLDINGS, INC.
By:
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Financial Officer, Treasurer &
Secretary
FORM OF ASSIGNMENT
I or we assign this Note to
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(Print or type name, address and zip code of assignee)
Please insert Social Security or other identifying number of assignee
-----------------------------
and irrevocably appoint ________________ agent to transfer this Note on the
books of the Company. The agent may substitute another to act for him.
Dated: _____________ Signed: x _________________________________
x _________________________________
x _________________________________
Signatures guaranteed: x _________________________________
THE SIGNATURE(S) SHOULD BE
GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR
DESTROYED, THE CORPORATION MAY REQUIRE A BOND OF INDEMNITY
AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT
CERTIFICATE.
CONVERSION NOTICE
To convert this Note into shares of common stock, par value
$.01 per share, of the Company, check the box: [ ]
To convert only part of this Note, state the principal amount
you want to be converted (which must be a minimum of $[ ] or any multiple
thereof): $_____________________
If you want the certificate made out in another person's name,
fill in the form below:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(Print or type other person's name, address and zip code)
Please insert Social Security or other identifying number of other
person: ________________________________
Dated: _____________ Signed: x _________________________________
x _________________________________
x _________________________________
Signatures guaranteed: x _________________________________
THE SIGNATURE(S) SHOULD BE
GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
Hawaiian Holdings, Inc.
By:______________________________
[Title]
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the
Company pursuant to Section [__] of the Note Purchase Agreement, check the box:
[ ]
If you want to elect to have only part of this Note purchased
by the Company pursuant to Section [__] of the Note Purchase Agreement, state
the amount you want to be purchased (which must be a minimum of $1,000 or any
multiple thereof): $_______________________
Dated: _____________ Signed: x _________________________________
x _________________________________
x _________________________________
Signatures guaranteed: x _________________________________
THE SIGNATURE(S) SHOULD BE
GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
