EXHIBIT 10.36
CONSENT NUMBER 4 AND SECOND AMENDMENT
CONSENT NUMBER 4 AND SECOND AMENDMENT, dated as of November 25, 1996,
to the Credit and Guarantee Agreement, dated as of April 24, 1995 (as amended,
supplemented or otherwise modified from time to time, the "SkyBox Credit
Agreement"), among the Company, Fleer, the banks and other financial
institutions from time to time parties thereto (the "SkyBox Banks") and The
Chase Manhattan Bank (formerly known as Chemical Bank), as administrative agent
(in such capacity, the "Administrative Agent") for the SkyBox Banks.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company, Fleer, the SkyBox Banks and the Administrative
Agent are parties to the SkyBox Credit Agreement;
WHEREAS, the Company and Fleer are parties to the Amended and Restated
Credit and Guarantee Agreement, dated as of August 30, 1994 (as amended,
supplemented or otherwise modified, the "Fleer Credit Agreement"), among the
Company, Fleer, the financial institutions parties thereto (the "Fleer Banks"),
the Co-Agents named therein and The Chase Manhattan Bank (formerly known as
Chemical Bank), as administrative agent for the Fleer Banks;
WHEREAS, the Company and Fleer have requested that the SkyBox Credit
Agreement be amended as provided herein and the Fleer Credit Agreement be
amended as provided in Exhibit A hereto; and
WHEREAS, the Administrative Agent and the SkyBox Banks are willing to
consent to such amendments to the SkyBox Credit Agreement and the Fleer Credit
Agreement, but only upon the terms and subject to the conditions set forth
herein;
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the Company, Fleer, the SkyBox
Banks and the Administrative Agent hereby agree as follows:
2
1. Defined Terms. Unless otherwise defined herein, terms defined in
the SkyBox Credit Agreement shall have such meanings when used herein.
2. Consent. The Administrative Agent and the SkyBox Banks hereby
consent to the amendment of the Fleer Credit Agreement substantially in
accordance with the provisions of Waiver Number 1 and Fifth Amendment attached
hereto as Exhibit A (the "Fleer Amendment") and acknowledge and agree that
provisions of the Fleer Credit Agreement which are expressly stated to be
incorporated by reference in the SkyBox Credit Agreement shall be so
incorporated in the form which is in effect under the Fleer Credit Agreement
after giving effect to the Fleer Amendment.
3. Amendment of Subsection 1.1. Subsection 1.1 of the SkyBox Credit
Agreement hereby is amended by:
(a) deleting in their entirety the definition of the terms "Applicable Margin"
and "Local Loan" contained therein;
(b) inserting therein in proper alphabetical order the following new
definitions:
"Applicable Margin" shall mean (a) for each Alternate Base Rate
Loan, 2% per annum and (b) for each Eurodollar Loan, 3% per annum;
"Local Loan" shall have the meaning from time to time assigned to
such term in the Existing Credit Agreement;
(c) deleting from the parenthetical contained in clause (c) of the definition
of the term "Net Proceeds Event" contained therein the phrase "as in effect
on the date the Second Amendment to Existing Credit Agreement becomes
effective" and substituting therefor the phrase "as in effect from time to
time".
4. Amendment of Subsection 4.10. Subsection 4.10 of the SkyBox Credit
Agreement hereby is amended by deleting the date "December 31, 1994" contained
therein and by substituting therefor the date "November 25, 1996".
5. Amendment of Subsection 11.12(b). Subsection 11.12
3
of the SkyBox Credit Agreement hereby is amended by deleting clause (b) thereof
in its entirety and by substituting therefor the following:
(b) any collateral and/or guarantee obligations provided for in any
Security Document to the extent necessary to permit the consummation of any
transaction permitted by subsection 8.5 or 8.6 of the Existing Credit
Agreement; provided that any Net Proceeds resulting from such transaction
(other than transactions contemplated by subsection 8.6(i) of the Existing
Credit Agreement and any other transactions permitted by subsection 8.5 or
8.6 of the Existing Credit Agreement as in effect as of November 26, 1996)
are applied in the manner contemplated by subsection 3.2 of this Agreement.
6. Representations and Warranties. Each of the Company and Fleer
hereby confirms, reaffirms and restates the representations and warranties made
by it in Section 4 of the SkyBox Credit Agreement, provided that each reference
to the SkyBox Credit Agreement therein shall be deemed to be a reference to the
SkyBox Credit Agreement after giving effect to this Amendment and to each other
amendment, supplement and other modification executed and delivered by the
Company or any of its Subsidiaries on the date hereof. The Company represents
and warrants that, after giving effect to this Amendment and to each other
amendment, supplement and other modification executed and delivered by the
Company or any of its Subsidiaries on the date hereof, no Default or Event of
Default has occurred and is continuing.
7. Continuing Effect of SkyBox Credit Agreement. This Consent shall
not constitute a waiver, amendment or modification of any other provision of
the SkyBox Credit Agreement not expressly referred to herein and shall not be
construed as a waiver or consent to any further or future action on the part of
the Company or Fleer that would require a waiver or consent of the SkyBox Banks
or the Administrative Agent. Except as expressly amended or modified herein,
the provisions of the SkyBox Credit Agreement are and shall remain in full
force and effect.
8. Counterparts. This Consent may be executed by one or more of the
parties hereto on any number of separate
4
counterparts and all such counterparts shall be deemed to be one and the same
instrument. Each party hereto confirms that any facsimile copy of such party's
executed counterpart of this Consent (or its signature page thereof) shall be
deemed to be an executed original thereof.
9. Effectiveness. This Consent shall be effective upon receipt by the
Administrative Agent of:
(a) counterparts hereof, duly executed and delivered by the Company, Fleer and
the Majority Banks; provided that the amendment of the definition of the
term "Net Proceeds Event" set forth in Section 3(c) hereof shall become
effective only upon receipt by the Administrative Agent of counterparts
hereof, duly executed and delivered by the Company, Fleer and the Required
Banks.
(b) an amendment fee, for the account of each SkyBox Bank who executes and
delivers this Consent prior to November 26, 1996, in the amount equal to
12.5 b.p. on the aggregate outstanding principal amount of the Loans of
such SkyBox Bank.
10. GOVERNING LAW. THIS CONSENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Consent to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written. MARVEL ENERTAINMENT XXXXX, INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Financial Officer
FLEER CORP.
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer
5
THE CHASE MANHATTAN BANK (formerly
known as Chemical Bank and as
successor by merger to The Chase
Manhattan Bank, N.A.), as
Administrative Agent and as a
SkyBox Bank
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., LOS ANGELES AGENCY
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Deputy General Manager
THE BANK OF NEW YORK
By: /s/ Xxxxxxxxx X. Xxxx
-------------------------------
Name: Xxxxxxxxx X. Xxxx
Title: Assistant Vice President
CIBC, INC.
By: /s/ illegible
-------------------------------
Name:
Title: Director CIBC Wood Gundy
Securities Corp., as
agent
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxxxxxxx Xxxxxx
-------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Senior Vice President
6
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By: /s/ Xxxxxxxxx Xxxxxx
-------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Authorized Signatory
NATIONSBANK, N.A.
By: /s/ Xxxxxxxx Xxxxxxxx
-------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Associate
CORESTATES BANK, N.A.
By: /s/ illegible
-------------------------------
Name:
Title:
TORONTO-DOMINION (NEW YORK) INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Director
THE NIPPON CREDIT BANK, LTD.
By: /s/ Xxxxxxxxx Xxxxxxxx
-------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Vice President
and Manager
BANK OF AMERICA ILLINOIS
By: /s/ L. Xxxxxx Xxxxxxx
-------------------------------
Name: L. Xxxxxx Xxxxxxx
Title: Managing Director
7
BANK OF HAWAII
By: /s/ Xxxx Xxxx
-------------------------------
Name: Xxxx Xxxx
Title: Vice President
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Xxxxxxx X. Xxxx, Xx.
-------------------------------
Name: Xxxxxxx X. Xxxx, Xx.
Title: Director
FLEET BANK
By: /s/ Xxxx Xxxx
-------------------------------
Name: Xxxx Xxxx
Title: Senior Vice President
THE SUMITOMO BANK, LIMITED, NEW
YORK BRANCH
By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Joint General Manager
RESTRUCTURED OBLIGATIONS BACKED
BY SENIOR ASSETS B.V.
By: Chancellor LGT Senior
Secured Management, Inc.,
as Portfolio Advisor
By: /s/ Xxxxxxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Vice President
By:
-------------------------------
Name:
Title:
8
UNION BANK
By: /s/ B. Xxxx Xxxxx
-------------------------------
Name: B. Xxxx Xxxxx
Title: Assistant Vice President
THE FUJI BANK, LTD. - NEW YORK
BRANCH
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
and Manager
XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By: /s/ Xxxxx Xxxx
-------------------------------
Name: Xxxxx Xxxx
Title: Vice President
BANKERS TRUST COMPANY
By:
-------------------------------
Name:
Title:
CHL HIGH YIELD LOAN PORTFOLIO, A
UNIT OF THE CHASE MANHATTAN BANK
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
9
CREDIT SUISSE
By: /s/ Xxxx Xxxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxxx
Title: Member of Senior
Management
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Associate
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By: /s/ Xxxxxxxx Xxxxx xx Xxxx
-------------------------------
Name: Xxxxxxxx Xxxxx xx Xxxx
Title: Senior Vice President
BANCO CENTRAL HISPANOAMERICANO S.A.
By: /s/ Xxxxx Xxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By: /s/ illegible
-------------------------------
Name:
Title:
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset
Management, L.P., as
Investment Advisor
By: /s/ illegible
-------------------------------
Name:
Title:
10
CERES FINANCE, LTD.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director
CAPTIVA FINANCE, LTD.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director
EXHIBIT A
WAIVER NUMBER 1 AND FIFTH AMENDMENT
WAIVER NUMBER 1 AND FIFTH AMENDMENT, dated as of November 25, 1996
(this "Amendment"), to the Amended and Restated Credit and Guarantee Agreement,
dated as of August 30, 1994 (as amended, supplemented or otherwise modified,
the "Fleer Credit Agreement"), among Marvel Entertainment Group, Inc. (the
"Company"), Fleer Corp. ("Fleer"), the banks and other financial institutions
from time to time parties thereto (the "Fleer Banks"), the Co-Agents named
therein and The Chase Manhattan Bank (formerly known as Chemical Bank), as
administrative agent (in such capacity, the "Administrative Agent") for the
Fleer Banks.
W I T N E S S E T H:
WHEREAS, the Company, Fleer, the Fleer Banks and the Administrative
Agent are parties to the Fleer Credit Agreement;
WHEREAS, the Company and Fleer have requested that the Administrative
Agent and the Fleer Banks consent to certain transactions and amend certain
provisions of the Fleer Credit Agreement, as set forth herein; and
WHEREAS, the Administrative Agent and the Fleer Banks are willing to
grant such consents and to effect such amendments, but only upon the terms and
subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the Company, Fleer, the Fleer
Banks and the Administrative Agent hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms defined in
the Fleer Credit Agreement shall have such meanings when used herein.
2. Waiver of Subsection 8.1. The Administrative Agent and the Fleer
Banks hereby waive compliance with the provisions of subsection 8.1 of the
Fleer Credit Agreement for all periods ending during the period from September
30, 1996 through March 30, 1997.
3. Amendment of Subsection 1.1. Subsection 1.1 of the Fleer Credit
Agreement hereby is amended by:
2
(a) deleting in their entirety the definition of the terms "Applicable Margin",
"Exposure" and "Participation Agreement" contained therein;
(b) inserting therein in proper alphabetical order the following definitions:
"Applicable Margin" shall mean (a) for each Alternate Base Rate
Loan, 2% per annum and (b) for each Eurodollar Loan, 3% per annum.
"Exposure" shall mean, at any date, the sum of the Aggregate
Commitment at such date and the aggregate amount of participating
interests in the Italian L/C then held by the Fleer Banks parties to
the Participation Agreement;
"Italian L/C" shall mean the letter of credit issued by The Chase
Manhattan Bank for the account of Panini which secures the obligations
owing by Panini to the Local Lender on account of the Local Loan;
"Participation Agreement" shall mean the Participation Agreement,
dated as of November 30, 1996, among the Participants named therein
and The Chase Manhattan Bank, as the same may be amended, supplemented
or otherwise modified from time to time;
(c) deleting from the parenthetical contained in clause (c) of the definition
of the term "Net Proceeds Event" contained therein the phrase "as in effect
as of the Second Amendment Effective Date" and substituting therefor the
phrase "as in effect from time to time".
4. Amendment of Subsection 5.10. Subsection 5.10 of the Fleer Credit
Agreement hereby is amended by deleting the date "December 31, 1993" contained
therein and by substituting therefor the date "November 25, 1996".
5. Amendment of Subsection 8.2. Subsection 8.2 of the Fleer Credit
Agreement hereby is amended by:
(a) deleting clause (j) thereof in its entirety and substituting therefor the
following:
3
(j) Indebtedness in respect of lines of credit for Panini and its
Subsidiaries in an aggregate principal amount not to exceed Italian
Lira 75,000,000,000 at any one time outstanding; provided that the
proceeds of any borrowings under such lines of credit are used for
working capital purposes of the Company and its Subsidiaries;
(b) deleting from clause (n) thereof the word "and" which appears immediately
following the semi-colon at the end thereof;
(c) deleting from clause (o) thereof (i) the date "December 31, 1996" and
substituting therefor the date "March 30, 1997" and (ii) the period which
appears at the end thereof and substituting therefor a semi-colon followed
by the word "and"; and
(d) inserting therein as new clause (p) thereof the following:
(p) Indebtedness of Panini in respect of the Italian L/C.
6. Amendment of Subsection 8.6. Subsection 8.6 of the Fleer Credit
Agreement hereby is amended by:
(a) deleting from clause (g) thereof the word "and" which appears immediately
following the semi-colon at the end thereof;
(b) deleting from clause (h) thereof the period which appears at the end
thereof by substituting therefor a semi-colon followed by the word "and";
and
(c) inserting therein as a new clause (i) thereof the following:
(i) the sale to Affiliates of the Company or other third parties
of accounts receivable and other assets of the Company and its
Subsidiaries upon terms approved by the Majority Banks; provided that
(1) the sum of (A) the aggregate fair market value of assets (other
than accounts receivable) sold and (B) the amount equal to (i) the
aggregate purchase price paid for all accounts receivable sold minus
(ii) payments received from account debtors in respect of accounts
receivable previously sold, does not exceed $50,000,000
4
in the aggregate and (2) the proceeds thereof shall be used by the
Company and its Subsidiaries for working capital purposes in the
ordinary course of business.
7. Amendment of Subsection 8.10. Subsection 8.10 of the Fleer Credit
Agreement hereby is amended by (a) deleting the word "and" which appears at the
end of clause (iii) of the proviso thereto and substituting a comma therefor
and (b) inserting immediately before the period at the end thereof the
following:
and (v) sales, transfers and other dispositions permitted by subsection
8.6(i)
8. Amendment of Subsection 12.12(b). Subsection 12.12 of the Fleer
Credit Agreement hereby is amended by deleting clause (b) thereof in its
entirety and by substituting therefor the following:
(b) any collateral and/or guarantee obligations provided for in any
Security Document to the extent necessary to permit the consummation of any
transaction permitted by subsection 8.5 or 8.6 of this Agreement; provided
that any Net Proceeds resulting from such transaction (other than
transactions contemplated by subsection 8.6(i) and any other transactions
permitted by subsection 8.5 or 8.6 as in effect as of November 26, 1996)
are applied in the manner contemplated by subsection 4.3 of this Agreement.
9. Consent. The Administrative Agent and the Banks hereby consent that
either:
(a) the Term Loan and Guarantee Agreement, dated as of August 30, 1994
(as amended, supplemented or otherwise modified from time to time, the
"Existing Italian Agreement"), among the Company, Panini S.p.A. (formerly
known as Marvel Comics Italia S.r.l.) and Istituto Bancario San Paolo di
Torino, S.p.A., may be amended in order to (i) decrease the "Applicable
Margin" set forth therein, (ii) loosen or eliminate certain covenants and
defaults contained therein and/or (iii) permit the Lender thereunder (and
as defined therein) to assign its rights and obligations thereunder to
another lender reasonably acceptable to the Administrative Agent; provided
that the terms of such amendment are approved by the Majority Banks; or
5
(b) Panini S.p.A. may enter into a term loan agreement (the
"Substitute Italian Agreement") with a lender approved by the Majority
Banks in an aggregate principal amount not to exceed the amount presently
outstanding under the Existing Italian Agreement, bearing interest at a
rate not in excess of that applicable to amounts under the Existing Italian
Agreement, having a final maturity and amortization which is identical to
that contained in the Existing Italian Agreement and otherwise having terms
which are approved by the Majority Banks; provided that the proceeds of the
Substitute Italian Agreement are applied to pay all amounts outstanding
under the Existing Italian Agreement.
In the event that Panini S.p.A. does enter into the Substitute Italian
Agreement, all references to the term (i) "Local Lender" contained in the Fleer
Credit Agreement shall be deemed to be references to the lender party to the
Local Loan Agreement, (ii) "Local Loan Agreement" contained in the Fleer Credit
Agreement shall be deemed to be references to such amended and restated
agreement and (iii) "Local Loan" contained in the Fleer Credit Agreement shall
be deemed to be references to the loan under the Local Loan Agreement.
10. Representations and Warranties. Each of the Company and Fleer
hereby confirms, reaffirms and restates the representations and warranties made
by it in Section 5 of the Fleer Credit Agreement, provided that each reference
to the Fleer Credit Agreement therein shall be deemed to be a reference to the
Fleer Credit Agreement after giving effect to this Amendment and to each other
amendment, supplement and other modification executed and delivered by the
Company or any of its Subsidiaries on the date hereof. The Company represents
and warrants that, after giving effect to this Amendment and to each other
amendment, supplement and other modification executed and delivered by the
Company or any of its Subsidiaries on the date hereof, no Default or Event of
Default has occurred and is continuing.
11. Continuing Effect of Fleer Credit Agreement. This Amendment shall
not constitute a waiver, amendment or modification of any other provision of
the Fleer Credit Agreement not expressly referred to herein and shall not be
construed as a waiver or consent to any further or future action on the part of
the Company or Fleer that would require a waiver or consent of the Fleer Banks
or the Administrative Agent. Except as expressly
6
amended or modified herein, the provisions of the Fleer Credit Agreement are
and shall remain in full force and effect.
12. Counterparts. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts and all such counterparts
shall be deemed to be one and the same instrument. Each party hereto confirms
that any facsimile copy of such party's executed counterpart of this Amendment
(or its signature page thereof) shall be deemed to be an executed original
thereof.
13. Effectiveness. This Amendment shall be effective upon receipt by
the Administrative Agent of:
(a) counterparts hereof, duly executed and delivered by the Company, Fleer and
the Majority Banks; provided that (i) the amendment of the definition of
the term "Net Proceeds Event" contained in Section 3(c) hereof shall be
effective only upon receipt of counterparts hereof, duly executed and
delivered by the Company, Fleer and the Required Banks and (ii) the
amendment of the terms "Exposure", "Italian L/C" and "Participation
Agreement" shall become effective only upon the issuance of the Italian
L/C; and
(b) an amendment fee, for the account of each Fleer Bank who executes and
delivers the Amendment prior to November 26, 1996, in the amount equal to
12.5 b.p. on the Revolving Credit Commitment of such Fleer Bank.
14. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
MARVEL ENTERTAINMENT GROUP, INC.
By:
-------------------------------
Name:
Title:
7
FLEER CORP.
By:
Name:
Title:
THE CHASE MANHATTAN BANK (formerly
known as Chemical Bank and as
successor by merger to The Chase
Manhattan Bank, N.A.), as
Administrative Agent and as a Bank
By:
-------------------------------
Name:
Title:
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., LOS ANGELES AGENCY
By:
-------------------------------
Name:
Title:
THE BANK OF NEW YORK
By:
-------------------------------
Name:
Title:
CIBC, INC.
By:
-------------------------------
Name:
Title:
8
CREDIT LYONNAIS NEW YORK BRANCH
By:
-------------------------------
Name:
Title:
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By:
-------------------------------
Name:
Title:
NATIONSBANK, N.A.
By:
-------------------------------
Name:
Title:
CORESTATES BANK, N.A.
By:
-------------------------------
Name:
Title:
THE TORONTO-DOMINION BANK
By:
-------------------------------
Name:
Title:
THE NIPPON CREDIT BANK, LTD.
By:
-------------------------------
Name:
Title:
0
XXXX XX XXXXXXX XXXXXXXX
By:
-------------------------------
Name:
Title:
BANK OF HAWAII
By:
-------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF BOSTON
By:
-------------------------------
Name:
Title:
FLEET BANK
By:
-------------------------------
Name:
Title:
THE SUMITOMO BANK, LIMITED, NEW
YORK BRANCH
By:
-------------------------------
Name:
Title:
UNION BANK
By:
-------------------------------
Name:
Title:
00
XXX XXXX XXXX, XXX. - XXX XXXX
BRANCH
By:
-------------------------------
Name:
Title:
CITIBANK, N.A.
By:
-------------------------------
Name:
Title:
IBJ XXXXXXXX BANK & TRUST COMPANY
By:
-------------------------------
Name:
Title:
ISTITUTO BANCARIO SAN PAOLO DI
TORINO, S.P.A., NEW YORK LIMITED
BRANCH
By:
-------------------------------
Name:
Title:
FIRST HAWAIIAN BANK
By:
-------------------------------
Name:
Title:
