EXHIBIT 10.20
CAPITAL CONTRIBUTION AGREEMENT
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THIS CAPITAL CONTRIBUTION AGREEMENT is dated as of the 29th day of May, 1998
(as amended, restated or otherwise modified from time to time, this
"Agreement"), and entered into among ABRY Broadcast Partners II, L.P., a
Delaware limited partnership ("ABRY"), Pinnacle Towers Inc., a Delaware
corporation (the "Company") and wholly-owned subsidiary of Pinnacle Holdings
Inc., a Delaware corporation (the "Parent"), the Parent, the Lenders signatory
hereto, and NationsBank, N.A., a national banking association, individually and
as Administrative Lender (in such latter capacity, the "Administrative Lender").
BACKGROUND:
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The Company, the Lenders and the Administrative Lender entered into a Third
Amended and Restated Credit Agreement, dated as of May 29, 1998 (as amended,
restated, or otherwise modified from time to time, the "Credit Agreement");
The Parent has guaranteed the obligations of the Company under the Credit
Agreement;
It is a condition precedent to making Advances (as that term is defined in the
Credit Agreement) that the parties hereto execute, deliver, and perform this
Agreement;
NOW, THEREFORE, for valuable consideration hereby acknowledged, ABRY, the
Company, the Parent, the Lenders and the Administrative Lender agree as follows:
SECTION 1. Definitions. Unless specifically defined or redefined below,
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capitalized terms used herein shall have the meanings ascribed thereto in the
Credit Agreement.
SECTION 2. Capital Contributions.
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(a) No later than the fortieth (40th) day following each Quarterly Date
throughout the term of this Agreement, or if later for any quarterly
period, the twelfth (12th) Business Day after receipt by ABRY of the report
referred to in the next two sentences for such quarterly period, ABRY
agrees to make a capital contribution to the Parent in immediately
available funds in an amount equal to 100% of the amount of the General and
Administrative Expenses for the fiscal quarter ending on such Quarterly
Date, as specified in the report described in the following two sentences,
and the Parent agrees in turn immediately to make a capital contribution to
the Company (in immediately available funds) in the amount so contributed
by ABRY; provided that this Agreement shall not require ABRY to make any
capital contributions in an amount which would cause the aggregate amount
of the capital contributions made by ABRY to the Parent or the Company to
exceed $50,000,000, including capital contributions previously made. No
later than the 20th day immediately following each Quarterly Date
throughout the term of this Agreement, the Company shall deliver to the
Parent and ABRY (with a copy to the
Administrative Lender) a written report of the amount of General and
Administrative Expenses for the fiscal quarter ending on such Quarterly
Date as specified in the consolidated financial statements of the Company
for such fiscal quarter. In the event that the Company fails to deliver to
ABRY and the Parent the report specified in the preceding sentence, then
the Administrative Lender shall have the right to deliver the consolidated
financial statements of the Company for the fiscal quarter ending on such
Quarterly Date to ABRY and the Parent, and ABRY and the Parent shall make
the capital contributions required to be made by them by this Section 2(a)
based upon the amount of General and Administrative Expenses set forth in
such financial statements, and such financial statements shall constitute
the "report" referred to in the first sentence of this Section 2(a) for
such fiscal quarter. The Company shall confirm with the Administrative
Lender to its satisfaction that each such contribution has been made in
full.
(b) Upon the occurrence and continuation of an Event of Default under Section
9.01(a) of the Credit Agreement, the Administrative Lender may demand that
ABRY, upon twelve (12) Business Days' notice, make an equity capital
contribution to the Parent in an amount sufficient to enable the Company
(after the Parent contributes any such equity capital contribution amount
to the Company) to make all payments necessary to cure the breaches
thereunder, and the Parent agrees in turn immediately to make any such
equity capital contribution to the Company (in immediately available funds)
in the amount so contributed by ABRY; provided that this Agreement shall
not require ABRY to make any equity capital contributions in an amount
which would cause the sum of the aggregate amount of the equity capital
contributions made by ABRY to the Parent or the Company plus the aggregate
amount of Cure Sub Loans (as defined below), to exceed $50,000,000,
including equity capital contributions and Cure Sub Loans previously made.
Upon the occurrence and continuation of an Event of Default under Section
9.01(c) of the Credit Agreement with respect to the financial covenants set
forth in Sections 8.01(a), (b), (c), (d), and (e) thereof, the
Administrative Lender may demand that ABRY, upon twelve (12) Business Days'
notice, make an equity capital contribution to the Parent or a Cure Sub
Loan to the Company in an amount equal to the amount sufficient to cause
the Company to be in compliance with all of the financial covenants set
forth in Sections 8.01(a), (b), (c), (d), and (e) of the Credit Agreement
immediately following such equity capital contribution or Cure Sub Loan,
and, in the case of an equity capital contribution, the Parent agrees in
turn immediately to make an equity capital contribution to the Company (in
immediately available funds) in the amount of any such equity capital
contribution so contributed by ABRY; provided that this Agreement shall not
require ABRY to make any equity capital contributions or Cure Sub Loans in
an amount which would cause the aggregate amount of the equity capital
contributions and Cure Sub Loans made by ABRY to the Parent or the Company
to exceed $50,000,000, including equity capital contributions or Cure Sub
Loans previously made. The Company agrees to use all funds received
pursuant to the second sentence of this Section with respect to the
financial covenants set forth in Sections 8.01(a) and (b) of the Credit
Agreement to permanently reduce the Available Commitment. The amount
required to
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cure the financial covenants in Sections 8.01(c), (d) and (e) of the Credit
Agreement shall be equal to the amount which, assuming that the Debt for
Borrowed Money under the Credit Agreement had been reduced by such amount,
and the ratios referred to therein were recomputed on a pro forma basis
giving effect to such reduction (as if such reduction had occurred (i) on
the first day of the twelve-month period referred to in clause (b) of
Section 8.01(c) of the Credit Agreement, for purposes of Section 8.01(c) of
the Credit Agreement, (ii) on the last day of the fiscal quarter referred
to in Section 8.01(d) of the Credit Agreement, for purposes of Section
8.01(d) of the Credit Agreement and (iii) on the first day of the twelve-
month period referred to in clause (b) of Section 8.01(e) of the Credit
Agreement, for purposes of Section 8.01(e) of the Credit Agreement, would
cause the Company to be in compliance with such covenants. For the purposes
of this Agreement, "CURE SUB LOAN" means, for the purpose of effecting a
cure under Section 8.01(a)(i) and/or Section 8.01(b)(i) of the Credit
Agreement only, a subordinated loan made by ABRY to the Company that meets
each of the following conditions: (a) such subordinated loan must be made
in immediately available cash funds and such subordinated loan must be
fully and deeply subordinated to all other debt of the Company on terms and
conditions, and subject to documentation acceptable to the Majority Lenders
in their sole discretion, (b) such subordinated loan shall not provide for
any current pay interest or principal, except payments of interest in kind,
(c) such subordinated loan shall not mature but shall convert to common
equity of the Parent in not more than one year from its date of issuance
upon terms and conditions acceptable to the Majority Lenders and (d) all
such subordinated indebtedness in the aggregate at any one time outstanding
may not exceed an amount equal to $10,000,000.
(c) On each Quarterly Date throughout the term of this Agreement, or if later,
when ABRY receives the requisite report or notice for the quarterly period
in question, ABRY agrees to make a capital contribution to the Parent in
immediately available funds in an amount equal to 100% of the amount equal
to the difference between any cash distribution of 95% of taxable income
required to maintain the Parent's REIT Status minus the amount of the
maximum tax liability of ABRY and its partners (determined as if each such
partner were a corporation subject to United States federal income tax and
any state tax which would be applicable to a non-exempt corporation) as a
result of such operations of the Parent, the Company, and its Subsidiaries
on a consolidated basis, taking into account all tax benefits available to
such Persons as a result of such operations; provided that this Agreement
shall not require ABRY to make any capital contributions in an amount which
would cause the aggregate amount of the capital contributions made by ABRY
to the Parent or the Company to exceed $50,000,000, including capital
contributions previously made.
(d) Parent agrees to contribute to the capital of the Company (in immediately
available funds) all amounts contributed to the Parent by ABRY.
(e) In consideration for each capital contribution made by ABRY to the Parent,
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the Parent shall issue to ABRY shares of the Parent's Class E Common Stock
in accordance with Stockholders Agreement. Each capital contribution by
ABRY to the Parent or by the Parent to the Company required under any of
the Sections 2(a), (b) and (c) hereunder shall not be subject to any
repayment obligation by the Company to the Parent or by the Parent to ABRY
(other than the obligation of the Parent or the Company, as the case may
be, to make distributions in respect of its capital stock (if and when such
distributions are made) in the manner provided in its certificate of
incorporation). Any Subordinated Debt issued to ABRY shall not be deemed
to be a capital contribution for purposes of this Agreement.
SECTION 3. Representations and Warranties. Each of ABRY, the Parent, and
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the Company represents and warrants, as to itself, to the Lenders and the
Administrative Lender that:
(a) Each of ABRY and the Parent is a limited partnership or
corporation, respectively, duly organized, validly existing, and in good
standing under the Laws of the State of Delaware;
(b) Each of ABRY and the Parent is qualified to do business in all
jurisdictions where the nature of its business or properties require such
qualification except where the failure to so qualify would not cause a
Material Adverse Change;
(c) Each of ABRY, the Parent, and the Company has duly authorized
the execution, delivery, and performance of this Agreement;
(d) no consent of the partners of ABRY or stockholders of the Parent
or the Company (except any consent already obtained) is required as a
prerequisite to the validity and enforceability of this Agreement to be
executed by ABRY, the Parent, or the Company;
(e) Each of ABRY, the Parent, and the Company has full legal right,
power, and authority to execute, deliver, and perform under this Agreement;
(f) this Agreement constitutes the legal, valid, and binding
obligations of ABRY, Parent, and the Company enforceable in accordance with
the terms hereof (subject as to enforcement of remedies to any applicable
Debtor Relief Laws);
(g) the execution and delivery of this Agreement, and performance
hereunder, do not conflict with, or result in a breach of the terms,
conditions, or provisions of, or constitute a default under, or result in
any violation of, or result in the creation of any Lien upon any properties
of ABRY, the Parent or the Company under, or require any consent (other
than consents already obtained), approval, or other action by, notice to,
or filing with any Tribunal or Person pursuant to, the governance documents
of ABRY, the Parent, or the Company, any award of any arbitrator, or any
agreement, instrument, or Law to which ABRY, the
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Parent, the Company or any of its properties is subject;
(h) ABRY is Solvent;
(i) the value of the consideration received and to be received by
ABRY is reasonably worth at least as much as the liability and obligation
of ABRY hereunder, and such liability and obligation may reasonably be
expected to benefit ABRY directly or indirectly;
(j) ABRY is familiar with, and has independently reviewed books and
records regarding, the financial condition of the Company and the Parent;
and
(k) neither the Lenders nor any of its officers or agents has made
any representation, warranty or statement to ABRY regarding the financial
condition of the Company or the Parent in order to induce ABRY to execute
this Agreement.
SECTION 4. Breach of this Agreement. In the event of a breach by the
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Company, ABRY, or the Parent of this Agreement, the Administrative Lender shall
have all rights and remedies afforded to it at law or in equity, including the
right to demand specific performance. In addition, this Agreement shall be
deemed to be a Loan Paper, and a breach of any covenant by the Company, ABRY, or
the Parent of any of its respective obligations hereunder shall be an Event of
Default under the Credit Agreement.
SECTION 5. Further Assurances. Each of ABRY, the Company, and the Parent
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shall execute and deliver such further agreements, documents, instruments, and
certificates in form and substance satisfactory to the Administrative Lender, as
the Administrative Lender or any Lender may reasonably deem necessary in
connection with this Agreement.
SECTION 6. Miscellaneous.
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(a) ABRY and the Parent each hereby agrees that its obligations
under the terms of this Agreement shall not be released, diminished,
impaired, reduced, or affected by the occurrence of any one or more of the
following events: (i) the taking or accepting of any other security or
guaranty for any or all of the Obligations; (ii) any release, surrender,
exchange, subordination, or loss of any security at any time existing in
connection with any or all of the Obligations; (iii) the modification of,
amendment to, or waiver of compliance with any terms of the Credit
Agreement or any other Loan Paper without the notification of ABRY or the
Parent (the right to such notification being herein specifically waived by
ABRY and the Parent); provided, ABRY and the Parent do not waive their
right to notice and consent to any amendment or modification of, the Credit
Agreement, which modification or amendment could increase the amount of the
liability, or the likelihood that ABRY or the Parent will be required to
make any capital
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contribution, pursuant hereto (it being expressly understood that nothing
herein shall be construed to refer to course of dealing by the
Administrative Lender or the Lenders); (iv) the insolvency, bankruptcy, or
lack of corporate or other power of the Company, whether now existing or
hereafter occurring; (v) pursuant to this Agreement, any renewal or
extension of the payment of any or all of the Obligations, either with or
without notice to or consent of ABRY and the Parent, or any adjustment,
indulgence, forbearance, or compromise that may be granted or given by the
Lenders to the Company, ABRY, the Parent, or any other Person liable for
the Obligations provided, ABRY and the Parent do not waive their right to
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notice and consent to any renewal or extension of the Credit Agreement,
which could increase the amount of the liability of ABRY or the Parent or
the likelihood that ABRY or the Parent will be required to make a capital
contribution hereunder (it being expressly understood that nothing herein
shall be construed to refer to course of dealing by the Administrative
Lender or the Lenders); (vi) any neglect, delay, omission, failure, or
refusal of the Lenders to take or prosecute any action for the collection
of any of the Obligations or to foreclose or take or prosecute any action
in connection with any instrument or agreement evidencing or securing all
or any part of the Obligations; (vii) any failure of the Lenders to notify
ABRY or the Parent of any renewal, extension, or assignment of the
Obligations or any part thereof (provided that, any renewal or extension of
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the Obligations to the extent the same could increase the amount of the
liability, or the likelihood that ABRY and the Parent will be required to
make any capital contribution pursuant to, this Agreement will require the
consent of ABRY), or the release of any security, or of any other action
taken or refrained from being taken by the Lenders, it being understood
that (except as specifically provided in this Agreement) the Lenders shall
not be required to give ABRY and the Parent any notice of any kind under
any circumstances whatsoever with respect to or in connection with the
Obligations (it being expressly understood that nothing herein shall be
construed to refer to course of dealing by the Administrative Lender or the
Lenders); (viii) the unenforceability of all or any part of the Obligations
against the Company or any other Person by reason of the fact that the
Obligations, and/or the interest paid or payable with respect thereto,
exceeds the amount permitted by Law, the act of creating the Obligations,
or any part thereof, is ultra xxxxx, or the officers creating same acted in
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excess of their authority, or the Note being nonrecourse as to the Company,
or for any other reason; or (ix) any payment by the Company or any other
Person to the Lenders is held to constitute a preference under any Debtor
Relief Law or if for any other reason any Lender is required to refund such
payment or pay the amount thereof to another Person.
(b) This Agreement shall be an absolute and continuing obligation of
payment of ABRY and the Parent, and the circumstances that at any time or
from time to time the Obligations under the Credit Agreement may be paid in
full shall not affect the obligation of ABRY or the Parent to make any
capital contribution which may be required hereby, subject to the terms of
this Agreement.
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(c) If ABRY or the Parent becomes liable for any indebtedness owing by
the Company to the Lenders by endorsement or otherwise, other than this
Agreement, such liability shall not be in any manner impaired or affected
hereby, and the rights of the Lenders hereunder shall be cumulative of any
and all other rights which the Lenders may ever have against ABRY or the
Parent. The exercise by the Lenders of any Right or remedy hereunder or
under any other instrument shall not preclude the concurrent or subsequent
exercise of any other Right or remedy.
(d) It shall not be necessary for the Lenders, in order to enforce the
right to require ABRY or the Parent to make a capital contribution pursuant
to this Agreement, first to institute suit or exhaust their remedies
against the Company, or other Persons liable for the Obligations, or to
enforce their Rights against any security which shall ever have been given
to secure the Obligations, this Agreement being in no way conditional or
contingent.
(e) ABRY and the Parent each hereby waives all rights by which it might
be entitled to require suit on an accrued right of action in respect of any
of the Obligations or require suit against the Company or any other Person,
whether arising pursuant to Section 34.02 of the Texas Business and
Commerce Code, as amended, Section 17.001 of the Texas Civil Practice and
Remedies Code, as amended, and Rule 31 of the Texas Rules of Civil
Procedure, as amended, or otherwise.
(f) The Obligations shall not be reduced, discharged, or released
because or by reason of any existing or future offset, claim or defense of
the Company or any other Person against the Lenders or against payment of
the Obligations, whether such offset, claim, or defense arises in
connection with the Obligations or otherwise.
SECTION 7. Waiver of Subrogation.
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(a) ABRY and the Parent shall not assert, enforce, or otherwise exercise
(a) any right of subrogation to any of the rights or liens of the Lenders or any
other beneficiary against the Company or any other Person obligated to the
Lenders or any collateral or other security, or (b) any right of recourse,
reimbursement, contribution, indemnification, or similar right against the
Company or any other Person on all or any part of the Obligations or any
guarantor thereof, and ABRY hereby waives any and all of the foregoing rights
and the benefit of, and any right to participate in, any collateral or other
security given to the Lenders or any other beneficiary to secure payment of the
Obligations. The provisions of this Section 7 shall survive for a period of a
year and one day following the termination of this Agreement, and any
satisfaction and discharge of the Company by virtue of any payment, court order,
or Law.
(b) The provisions of this Section 7 shall be valid and effective if and
to the extent that as a result of a final, non-appealable decision by a court of
competent jurisdiction, it is determined that (i) ABRY or the Parent is an
"insider" (as that term is used in 11 U.S.C. /S/547)
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of any other Person (which other Person is the subject of a proceeding under a
Debtor Relief Law), and (ii) a transfer of an interest in property of such other
Person to the Lenders is an avoidable transfer under 11 U.S.C. /S/547 (or other
applicable Debtor Relief Law) and recoverable under 11 U.S.C. /S/550 (or other
applicable Debtor Relief Law) and such transfer otherwise would not have been so
avoidable and so recoverable but for the determination under clause (i) above
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that ABRY and the Parent is an "insider" of such other Person.
SECTION 8. Termination of this Agreement. This Agreement shall terminate
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when all Obligations of the Company under the Credit Agreement are paid in full
and no commitments remain outstanding thereunder. As of the date hereof, the
Capital Contribution Agreement dated as of February 26, 1998 between ABRY, the
Company, and the Administrative Lender is hereby terminated.
SECTION 9. Counterparts. This Agreement may be executed in any number of
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counterparts, all of which taken together shall constitute one and the same
instrument. In making proof of any such agreement, it shall not be necessary to
produce or account for any counterpart other than one signed by the party
against which enforcement is sought.
SECTION 10. ENTIRE AGREEMENT. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT
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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.
SECTION 11. GOVERNING LAW
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. (a) THIS AGREEMENT SHALL BE DEEMED A CONTRACT MADE UNDER THE LAWS OF TEXAS
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF TEXAS, EXCEPT TO THE EXTENT FEDERAL LAWS GOVERN THE VALIDITY, CONSTRUCTION,
ENFORCEMENT AND INTERPRETATION OF ALL OR ANY PART OF THIS AGREEMENT. WITHOUT
EXCLUDING ANY OTHER JURISDICTION, EACH OF ABRY, THE PARENT, AND THE COMPANY
AGREES THAT THE COURTS OF TEXAS WILL HAVE JURISDICTION OVER PROCEEDINGS IN
CONNECTION HEREWITH.
(B) EACH OF THE COMPANY, THE PARENT, AND ABRY HEREBY WAIVES PERSONAL
SERVICE OF ANY LEGAL PROCESS UPON IT. IN ADDITION, EACH OF THE COMPANY, THE
PARENT, AND ABRY AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON IT BY
REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO THE COMPANY, THE PARENT,
OR ABRY AT ITS ADDRESS DESIGNATED FOR NOTICE UNDER THIS AGREEMENT AND SERVICE SO
MADE SHALL BE DEEMED TO BE COMPLETED UPON RECEIPT BY IT. NOTHING IN THIS SECTION
SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE LENDER OR ANY LENDER TO SERVE LEGAL
PROCESS IN
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ANY OTHER MANNER PERMITTED BY LAW.
SECTION 12. WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY LAW,
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THE COMPANY, THE PARENT, ABRY AND EACH LENDER HEREBY WAIVES ANY RIGHT THAT IT
MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE (WHETHER A CLAIM IN TORT, CONTRACT,
EQUITY, OR OTHERWISE) ARISING UNDER OR RELATING TO THIS AGREEMENT, OR ANY
RELATED MATTERS, AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE
SITTING WITHOUT A JURY.
SECTION 13. Addresses for Notices. All notices and other communications
provided for hereunder shall be in writing (including telecopier, telegraphic,
telex or cable communication) and mailed, telecopied, telegraphed, telexed,
cabled or delivered to it, at the address or number listed below such Person set
forth on the signature page. All such notices and other communications shall,
when mailed, telecopied, telegraphed, telexed or cabled, be effective when
received.
SECTION 14. Assignment. This Agreement is not assignable, except that either
the Parent or the Company may assign its rights to the Administrative Lender for
the benefit of the Lenders, and the Administrative Lender and each of the
Lenders may assign or otherwise transfer all or any portion of its rights and
obligations hereunder in connection with an assignment under the Credit
Agreement to any other person or entity, and such other person or entity shall
thereupon become vested with all the rights in respect thereof granted to the
Administrative Lender and the Lenders herein or otherwise.
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IN WITNESS WHEREOF, this Agreement is executed as of the date first set forth
above.
COMPANY: PINNACLE TOWERS INC.
0000 Xxxxxxxx Xxxxxxxxx
0xx Xxxxx ------------------------------
Xxxxxxxx, Xxxxxxx 00000 By:---------------------------
Telephone: (000) 000-0000 Its:--------------------------
Telecopy: (000) 000-0000
PARENT: PINNACLE HOLDINGS INC.
0000 Xxxxxxxx Xxxxxxxxx
0xx Xxxxx -----------------------------
Xxxxxxxx, Xxxxxxx 00000 By:--------------------------
Telephone: (000) 000-0000 Its:-------------------------
Telecopy: (000) 000-0000
ABRY BROADCAST PARTNERS II, L.P.
00 Xxxxxxx Xxxxxx By ABRY Capital, L.P.
Xxxxxx, XX 00000 Its General Partner
Telephone: By ABRY Holdings, Inc.,
Telecopy: Its General Partner
-----------------------------
By:
Its:
NATIONSBANK, N.A., as
Administrative Lender, and
individually as a Lender
000 Xxxx Xxxxxx
00xx Xxxxx
Xxxxxx, XX 00000
Attn: Xx. Xxxxxxx Xxxx -----------------------------
Telephone: (000) 000-0000 By: Xxxxxxx Xxxx
Telecopy: (000) 000-0000 Its: Vice President
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XXXXXXX XXXXX CREDIT PARTNERS
L.P.
Address:
00 Xxxxx
00xx Xxxxx -------------------------------
Xxx Xxxx, Xxx Xxxx 00000 By: ---------------------------
Its: --------------------------
Attn.: Xxxx Xxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
BANKBOSTON, N.A.
Address:
Media & Communications Department
000 Xxxxxxx Xxxxxx, 00-00-00
Xxxxxx, Xxxxxxxxxxxxx 00000 -------------------------------
Attn.: Xx. Xxxxx Xxxxx By:----------------------------
Its:---------------------------
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
SOCIETE GENERALE, NEW YORK
BRANCH
Address:
1221 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000 -------------------------------
Attn.: Xx. Xxxx Xxxxx-Xxxx By:----------------------------
Its:---------------------------
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
00
XXXX XX XXXXXXX
Address:
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000 ------------------------------
Attn.: Xxxx Xxxxx By:---------------------------
Its:--------------------------
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
UNION BANK OF CALIFORNIA, N.A.
Address: 000 Xxxxx Xxxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000 ------------------------------
Attn.: Xxxxxxxx Xxxxxxxx By:---------------------------
Its:--------------------------
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
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