EXHIBIT 10.2
SECOND AMENDMENT TO CREDIT AGREEMENT
This Second Amendment, dated as of June 30, 2005 (this "Amendment") to
Credit Agreement dated as of November 26, 2002, as previously amended as of
August 12, 2004 and September 30, 2004 (the "Credit Agreement") is made by and
between NCOP Capital, Inc., a Nevada corporation (the "Borrower") and CFSC
Capital Corp. XXXIV, a Delaware corporation (the "Lender").
RECITALS
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A. The Borrower and the Lender are parties to the Credit
Agreement, pursuant to which the Lender has provided and may
from time to time in the future provide the Borrower with
financing for the purchase of pools of assets, which assets
include consumer finance receivables.
B. The Borrower has requested loans for the purchase of certain
U.S.-based consumer portfolios with a purchase price equal to
or greater than $4,000,000 on terms different from those set
forth in the Credit Agreement.
C. The Lender is willing to provide such loans for such
additional portfolios on the terms set forth in the Credit
Agreement as amended by this Amendment.
Accordingly, in consideration of the mutual covenants herein contained
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree
as follows:
1. Definitions. Unless otherwise specifically defined herein or
as modified below, capitalized terms used in this Amendment
and defined in the Credit Agreement shall have the meanings
assigned to such terms in the Credit Agreement.
2. Amendments to Credit Agreement. The Borrower and the Lender
agree that the Credit Agreement is hereby amended as follows:
(a) The definition of "Asset Pool Equity Contribution" is
hereby deleted and restated in its entirety to read:
"Asset Pool Equity Contribution" shall mean, with
respect to each Asset Pool (or the applicable portion
of an Asset Pool in connection with a Forward Flow
Purchase Agreement), that portion of the Total Cost
of an Asset Pool (or the applicable portion of an
Asset Pool in connection with a Forward Flow Purchase
Agreement) not funded with the proceeds of a Loan,
which, unless otherwise approved by the Lender in an
Approved Borrowing Request, shall be (i) ten percent
(10%) of such Total Cost in the case of an Asset Pool
(or portion thereof) funded with the proceeds of a
Pre-Amendment Loan and (ii) thirty percent (30%) of
such Total Cost in the case of an Asset Pool (or
portion thereof) funded with the proceeds of a
Post-Amendment Loan."
(b) The definition of "Asset Pool Shortfall Amount" is
hereby deleted and restated in its entirety to read:
"Asset Pool Shortfall Amount" shall mean either the
Pre-Amendment Asset Pool Shortfall Amount or the
Post-Amendment Asset Pool Shortfall Amount, as the
context may require."
(c) Clause (a) of the definition of "Change of Control"
is hereby deleted and restated in its entirety to
read:
"(a) any event circumstance or occurrence that
results in (i) the Parent holding and owning,
directly or indirectly, less than one hundred percent
(100%) of the issued and outstanding equity interests
in the Borrower, free and clear of all liens,
security interests and other encumbrances; or (ii)
NCO Group, Inc. holding and owning, directly or
indirectly, less than fifty percent (50%) of the
issued and outstanding equity interests in either the
Parent or the Servicer;"
(d) The definition of "Exclusivity Agreement" is hereby
deleted and restated in its entirety to read:
"Exclusivity Agreement" shall mean that certain
Amended and Restated Exclusivity Agreement, dated as
of June 30, 2005 among the Lender, the Borrower, NCOP
Lakes, NCO Capital I, the Servicer, and certain other
related parties as therein described, as to the
Lender's exclusive right to finance Assets acquired
by such parties and other Affiliated Parties as
described therein.
(e) The definition of "Floating Rate" is hereby deleted
and restated in its entirety to read:
"Floating Rate" shall mean, with respect to a
Pre-Amendment Loan, an annual rate of interest equal
to the Base Rate plus three and one-quarter percent
(3.25%) and, with respect to a Post-Amendment Loan,
an annual rate of interest equal to LIBOR plus two
and one-half percent (2.50%)."
For avoidance of doubt, the Floating Rate applicable
to a Post-Amendment Loan shall be adjusted on the
first day of each interest period.
(f) The definition of "Funding Termination Date" is
hereby deleted and restated in its entirety to read:
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"Funding Termination Date" shall mean (i) the earlier
of (a) June 30, 2009, or (b) the date the Lender
demands payment of the Obligations pursuant to
Section 8.2, or (ii) the date upon which the Lender
delivers a written declaration to the Borrower that
it will no longer consider Borrowing Requests as a
result of a Change of Control, or (iii) the date upon
which the Lender delivers a written declaration to
the Borrower that it will no longer consider
Borrowing Requests pursuant to Section 8.2.
(g) The definition of "NCOP Lakes Credit Agreement" is
hereby deleted and restated in its entirety to read:
"NCOP Lakes Credit Agreement" shall mean that certain
credit agreement by and between NCOP Lakes and the
Lender dated as of August 19, 2002 and amended as of
March 31, 2005.
(h) Twelve new definitions shall be added to Section 1.1
of the Credit Agreement, to read as follows:
"Affiliated Parties" shall have the meaning set forth
in the Exclusivity Agreement.
"Affiliated Party Asset Pool" shall mean an Asset
Pool financed under (and as defined in) an Affiliated
Party Credit Agreement.
"Affiliated Party Credit Agreements" shall mean,
collectively, the NCOP Lakes Credit Agreement, the
NCO Capital I Credit Agreement and each other credit
agreement entered into by and between the Lender and
an Affiliated Party from time to time.
"Affiliated Party Pre-Amendment Loans" shall mean all
Loans made under (and as defined in) an Affiliated
Party Credit Agreement to fund an Affiliated Party's
acquisition of an Affiliated Party Asset Pool, which
Loans have been requested prior to June 30, 2005.
"Affiliated Party Post-Amendment Loans" shall mean
all Loans made under (and as defined in) an
Affiliated Party Credit Agreement to fund an
Affiliated Party's acquisition of an Affiliated Party
Asset Pool, which Loans have been requested
subsequent to June 30, 2005."
"LIBOR" shall mean, with respect to any interest
period, the rate per annum, on the date of rate
determination, as shown on Telerate Page 3750 or any
successor page as the composite offered rate for
London Interbank deposits for one month (or three
months, at the sole discretion of the Borrower) as
shown under the heading "USD" as of 11:00 a.m. London
time on the date of rate determination; provided
that, in the event no such rate is shown, LIBOR shall
be the rate per annum (rounded upwards, if necessary,
to the nearest 1/16th of one percent) based on the
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rates at which Dollar deposits for one month (or
three months, at the sole discretion of the Borrower)
are displayed on the Reuters Screen as of 11:00 a.m.
London time on the date of rate determination (it
being understood that if at least two such rates
appear on such page, the rate will be the arithmetic
mean of such displayed rates); provided further that,
in the event fewer than two such rates are displayed,
or if no such rate is relevant, LIBOR shall be the
rate per annum equal to the average of the rates at
which deposits in Dollars are offered at
approximately 11:00 a.m. London time on the date of
rate determination to prime banks in the London
interbank market for a one-month period (or
three-month period, at the sole discretion of the
Borrower).
"NCO Capital I" shall mean NCO Capital I, LLC, a
Nevada limited liability company and an Affiliated
Party to the Borrower.
"NCO Capital I Credit Agreement" shall mean that
certain credit agreement by and between NCO Capital I
and the Lender dated as of March 31, 2005.
"Pre-Amendment Asset Pool Shortfall Amount" shall
have the meaning set forth in Section 2.9.
"Pre-Amendment Loans" shall mean all Loans made
hereunder by the Lender to fund the Borrower's
acquisition of an Asset Pool, which Loans have been
requested pursuant to a Borrowing Request prior to
June 30, 2005.
"Post-Amendment Asset Pool Shortfall Amount" shall
have the meaning set forth in Section 2.10.
"Post-Amendment Loans" shall mean all Loans made
hereunder by the Lender to fund the Borrower's
acquisition of an Asset Pool, which Loan have been
requested pursuant to a Borrowing Request subsequent
to June 30, 2005.
(i) The first sentence of Section 2.1(a) is hereby
deleted and restated in its entirety to read:
"(a) REQUESTS FOR BORROWING. From time to time during
the period from the date hereof to and including the
Funding Termination Date, the Borrower may present to
the Lender written information describing a
particular Asset Pool (i) with respect to which the
Borrower intends to submit an offer to purchase and
(ii) requesting that the Lender make a Loan to the
Borrower to finance, with respect to Pre-Amendment
Loans, up to ninety percent (90%) of the Total Cost
of such Asset Pool and, with respect to
Post-Amendment Loans, up to seventy percent (70%) of
the Total Cost of such Asset Pool; provided, however,
that the Lender may, in its sole and absolute
discretion, agree to increase such percentages on a
transaction-by-transaction basis."
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(j) The second sentence of Section 2.1(b) is hereby
deleted and restated in its entirety to read:
"An Accepted Borrowing Request delivered to the
Borrower by the Lender shall constitute the Lender's
commitment, subject to satisfaction of all applicable
terms and conditions of this Agreement, to make a
Loan to the Borrower to fund, with respect to
Pre-Amendment Loans, up to ninety percent (90%) of
the Total Cost of the Asset Pool and, with respect to
Post-Amendment Loans, up to seventy percent (70%) of
the Total Cost of the Asset Pool, as set forth in
such Accepted Borrowing Request; provided, however,
that the Lender may, in its sole and absolute
discretion, agree to increase such percentages on a
transaction-by-transaction basis and, provided
further, that the Lender's commitment to make a Loan
to the Borrower to finance the purchase of an Asset
Pool shall not constitute a revolving commitment and
the Borrower shall have no right to reborrow any
amounts repaid to the Lender pursuant to an Accepted
Borrowing Request."
(k) The fifth sentence of Section 2.1(c) is hereby
deleted and restated in its entirety to read:
"The Lender shall accept or reject a Borrowing
Request related to a period of twelve (12) months (or
such shorter period as the Lender shall agree to in
writing) under a Forward Flow Purchase Agreement in
accordance with the provisions of Section 2.1(a) and
(b); provided, however, an Accepted Borrowing Request
related to a Forward Flow Purchase Agreement shall
only constitute the Lender's commitment to make a
Loan to fund, with respect to Pre-Amendment Loans, up
to ninety percent (90%) of the Total Cost of the
Asset Pool being purchased under such Forward Flow
Purchase Agreement and, with respect to
Post-Amendment Loans, up to seventy percent (70%) of
the Total Cost of the Asset Pool being purchased
under such Forward Flow Purchase Agreement (provided,
however, that the Lender may, in its sole and
absolute discretion, agree to increase such
percentages on a transaction-by-transaction basis),
in either case for such period of twelve (12) months
(or such shorter period as the Lender shall agree to
in writing) as estimated by the Borrower in the
Accepted Borrowing Request related to such Forward
Flow Purchase Agreement."
(l) Subsections 2.8(g), (j) and (k) are hereby deleted
and restated in their entirety to read:
"(g) SEVENTH, to the Lender, subject to Sections 2.9
and 2.10 hereof, an amount equal to any Asset Pool
Shortfall Amount then outstanding, for application to
payment of such Asset Pool Shortfall Amount;"
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"(j) TENTH, to the Lender, with respect to
Pre-Amendment Loans, its Contingent Payment for such
Asset Pool and, with respect to Post-Amendment Loans,
a residual payment equal to twenty-eight percent
(28%) of all remaining Asset Pool Proceeds for such
Asset Pool; provided, however, that the Lender may,
in its sole and absolute discretion, agree to
decrease such percentage on a
transaction-by-transaction basis; and"
"(k) ELEVENTH, to the Borrower, with respect to
Pre-Amendment Loans, the remainder of Asset Pool
Proceeds available with respect an Asset Pool after
the Lender has received its Contingent Payment
therefor and, with respect to Post-Amendment Loans, a
residual payment equal to seventy-two percent (72%)
of all remaining Asset Pool Proceeds for such Asset
Pool; provided, however, that the Lender may, in its
sole and absolute discretion, agree to increase such
percentage on a transaction-by-transaction basis."
(m) Section 2.9 is hereby deleted and restated in its
entirety to read:
"Section 2.9 Asset Pool Shortfalls for Pre-Amendment
Loans. If (a)(i) as of any date on or after six (6)
months following the Borrowing Date with respect to
an Asset Pool acquired by means of a Pre-Amendment
Loan, the Asset Pool Proceeds received through such
date with respect to such Asset Pool are less than
eighty percent (80%) of the projected Asset Pool
Proceeds to be received through such date (as set
forth in the bid package submitted by the Borrower as
part of the Borrowing Request for such Asset Pool),
and the Lender determines that, in its reasonable
judgment, the remaining Asset Pool Proceeds projected
to be received and applied to the related Loan will
be insufficient to repay the related Loan and all
accrued interest thereon at the applicable Loan
Maturity Date or (ii) as of any date, an Event of
Default has occurred and is continuing (other than an
Event of Default solely in respect of a
Post-Amendment Loan), or (b) in connection with any
Affiliated Party Credit Agreement (i) as of any date
on or after six (6) months following the Borrowing
Date under (and as defined in) such Affiliated Party
Credit Agreement with respect to an Affiliated Party
Asset Pool financed by means of an Affiliated Party
Pre-Amendment Loan, the Asset Pool Proceeds (as
defined therein) received through such date with
respect to such Affiliated Party Asset Pool are less
than eighty percent (80%) of the projected Asset Pool
Proceeds (as defined therein) to be received through
such date (as set forth in the bid package submitted
by the applicable Affiliated Party as a part of the
Borrowing Request under (and as defined in) such
Affiliated Party Credit Agreement for such Affiliated
Party Asset Pool) and the Lender determines that, in
its reasonable judgment, the remaining Asset Pool
Proceeds (as defined therein) projected to be
received and applied to such Affiliated Party
Pre-Amendment Loan will be insufficient to repay such
Affiliated Party Pre-Amendment Loan and all accrued
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interest thereon on the applicable Loan Maturity Date
(as defined therein) or (ii) as of any date, an Event
of Default under (and as defined in) such Affiliated
Party Credit Agreement has occurred and is continuing
(other than an Event of Default solely in respect of
an Affiliated Party Post-Amendment Loan), then the
amount of such estimated deficiency (herein, the
"Pre-Amendment Asset Pool Shortfall Amount") shall be
paid:
(a) first, from Asset Pool Proceeds (as
defined herein) collected with respect to
other Asset Pools financed with
Pre-Amendment Loans as provided in Section
2.8(g) of this Agreement;
(b) second, from Asset Pool Proceeds (as
defined in any Affiliated Party Credit
Agreement) collected with respect to any
Affiliated Party Asset Pool financed by
means of an Affiliated Party Pre-Amendment
Loan under any Affiliated Party Credit
Agreement as provided in Section 2.8(g)
thereof (or such equivalent section),
which amounts so paid shall constitute a
subordinated loan from the applicable
Affiliated Party to the Borrower, and
shall bear interest (accruing in
accordance with Section 2.4 only from the
date of such payment) and be repaid only
as provided in Section 2.8(i) hereof
(each, an "Affiliate Subordinated Loan");
and
(c) third, from the Borrower's own funds (and
not from borrowed money) and any amount so
paid shall be treated hereunder as an
Asset Pool Equity Contribution on behalf
of the Borrower for the Asset Pool for
which such payment was made, which amounts
so paid shall bear interest (accruing in
accordance with Section 2.4 only from the
date of such payment) and be repaid only
as provided in Section 2.8(i) hereof."
(n) A new Section 2.10 shall be added to the Credit
Agreement, to read as follows:
"Section 2.10 Asset Pool Shortfalls for
Post-Amendment Loans. If (a)(i) as of any date on or
after six (6) months following the Borrowing Date
with respect to an Asset Pool acquired by means of a
Post-Amendment Loan, the Asset Pool Proceeds received
through such date with respect to such Asset Pool are
less than eighty percent (80%) of the projected Asset
Pool Proceeds to be received through such date (as
set forth in the bid package submitted by the
Borrower as part of the Borrowing Request for such
Asset Pool), and the Lender determines that, in its
reasonable judgment, the remaining Asset Pool
Proceeds projected to be received and applied to the
related Loan will be insufficient to repay the
related Loan and all accrued interest thereon at the
applicable Loan Maturity Date, or (ii) as of any
date, an Event of Default (other than an Event of
Default solely in respect of a Pre-Amendment Loan),
or (b) in connection with any Affiliated Party Credit
Agreement (i) as of any date on or after six (6)
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months following the Borrowing Date under (and as
defined in) such Affiliated Party Credit Agreement
with respect to an Affiliated Party Asset Pool
financed by means of an Affiliated Party
Post-Amendment Loan, the Asset Pool Proceeds (as
defined therein) received through such date with
respect to such Affiliated Party Asset Pool are less
than eighty percent (80%) of the projected Asset Pool
Proceeds (as defined therein) to be received through
such date (as set forth in the bid package submitted
by the applicable Affiliated Party as a part of the
Borrowing Request under (and as defined in) such
Affiliated Party Credit Agreement for such Affiliated
Party Asset Pool) and the Lender determines that, in
its reasonable judgment, the remaining Asset Pool
Proceeds (as defined therein) projected to be
received and applied to such Affiliated Party
Post-Amendment Loan will be insufficient to repay
such Affiliated Party Post-Amendment Loan and all
accrued interest thereon on the applicable Loan
Maturity Date (as defined therein) or (ii) as of any
date, an Event of Default under (and as defined in)
such Affiliated Party Credit Agreement has occurred
and is continuing (other than an Event of Default
solely in respect of an Affiliated Party
Pre-Amendment Loan), then the amount of such
estimated deficiency (herein, the "Post-Amendment
Asset Pool Shortfall Amount") shall be paid:
(a) first, from Asset Pool Proceeds (as defined
herein) collected with respect to other
Asset Pools financed with Post-Amendment
Loans as provided in Section 2.8(g) of this
Agreement;
(b) second, from Asset Pool Proceeds (as defined
in any Affiliated Party Credit Agreement)
collected with respect to any Affiliated
Party Asset Pool financed by means of an
Affiliated Party Post-Amendment Loan under
any Affiliated Party Credit Agreement as
provided in Section 2.8(g) thereof (or such
equivalent section), which amounts so paid
shall constitute an Affiliate Subordinated
Loan and shall bear interest (accruing in
accordance with Section 2.4 only from the
date of such payment) and be repaid only as
provided in Section 2.8(i) hereof; and
(c) third, from the Borrower's own funds (and
not from borrowed money) and any amount so
paid shall be treated hereunder as an Asset
Pool Equity Contribution on behalf of the
Borrower for the Asset Pool for which such
payment was made, which amounts so paid
shall bear interest (accruing in accordance
with Section 2.4 only from the date of such
payment) and be repaid only as provided in
Section 2.8(i) hereof."
(o) Notwithstanding anything to the contrary contained
in Subsections 6.1(a) and (b), the Borrower shall be deemed to comply
with all financial reporting obligations with respect to NCO Group,
Inc. contained in such Subsections if the Borrower furnishes to the
Lender financial statements of NCO Group, Inc. in the form filed with
NCO Group, Inc.'s Form 10-K and Form 10-Q filings with the SEC promptly
after the filing thereof.
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(p) The first part of the first sentence of Section 6.7
shall be modified to read:
"Section 6.7 Special Purpose Entity. The Borrower
will (a) own no assets, and not engage in any
business, other than the assets and transactions
specifically contemplated by the Loan Documents, (b)
not incur any indebtedness or obligation, secured or
unsecured, direct or indirect, absolute or
contingent, other than as contemplated hereby and in
connection with an Affiliated Subordinated Loan
pursuant to an Affiliated Party Credit Agreement or
the Exclusivity Agreement, (c) ....."
(q) Subsection 8.1(r) is hereby deleted and restated in
its entirety to read:
"(r) an Event of Default shall occur under any of the
Affiliated Party Credit Agreements;"
Notwithstanding anything to the contrary contained in
the Credit Agreement, (i) if an Event of Default
exists under Subsection 8.1(r) and such Event of
Default solely relates to an Affiliated Party
Pre-Amendment Loan, then Lender shall only be
permitted to exercise its post-default remedies under
and in connection with the Credit Agreement with
respect to Pre-Amendment Loans, and (ii) if an Event
of Default exists under Subsection 8.1(r) and such
Event of Default solely relates to an Affiliated
Party Post-Amendment Loan, then Lender shall only be
permitted to exercise its post-default remedies under
and in connection with the Credit Agreement with
respect to Post-Amendment Loans; provided, however,
that if an Event of Default exists under Subsection
8.1(r) and such Event of Default is of a general
nature (i.e., such Event of Default does not solely
relate to pre-amendment loans or post-amendment loans
under an Affiliated Party Credit Agreement), then
Lender shall be permitted to exercise any or all of
its post-default remedies under and in connection
with the Credit Agreement with respect to
Pre-Amendment Loans, Post-Amendment Loans or
otherwise.
(r) Notwithstanding anything to the contrary contained in
the Credit Agreement or the other Loan Documents, (i) Asset Pools (and
related Loan Collateral) financed with the proceeds of Pre-Amendment
Loans shall only secure and constitute collateral for Obligations
arising out of or related to Pre-Amendment Loans and Affiliated Party
Pre-Amendment Loans, and (ii) Asset Pools (and related Loan Collateral)
financed with the proceeds of Post-Amendment Loans shall only secure
and constitute collateral arising out of or related to Post-Amendment
Loans and Affiliated Party Post-Amendment Loans; provided, however,
that Obligations of a general nature (including, without limitation,
expense reimbursement and indemnification obligations) shall be secured
by all Asset Pools (and related Loan Collateral).
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(s) Exhibit A to the Credit Agreement, the form of
Borrowing Request and Acceptance, shall be modified
as follows:
The Re: line on the form of Borrowing Request and
Acceptance shall read, "Request for Loan under our
Credit Agreement with you dated as of November 26,
2002, as amended (the "Credit Agreement")."
The second full paragraph of the form of Borrowing
Request and Acceptance shall read, " Pursuant to
Section 2.1 of the Credit Agreement, we hereby
request that you make a Loan in the amount of
$_________, subject to interest at the applicable
Floating Rate, which amount is ________ % of the
Total Cost of the Asset Pool. Our Asset Pool Equity
Contribution with respect to the Asset Pool will be $
___________, which is ____% of the Total Cost of the
Asset Pool."
3. Miscellaneous
(a) The Borrower agrees that it will promptly execute and
deliver to the Lender all such documents and
instruments and will take such other actions as the
Lender may reasonably request from time to time in
order to carry out the provisions and purposes
hereof. Without limiting the generality of the
foregoing, the Borrower agrees to execute and
deliver, and the Lender agrees to accept, promptly
after the date hereof amended and restated
replacement Notes in respect of the Loans reference
in the letter of intent, dated as of June 22, 2005,
between Borrower and Lender, which replacement Notes
shall amend the Loan Maturity Dates with respect to
such Loans as described in such letter of intent.
(b) Except as amended hereby, the provisions of the
Credit Agreement shall remain in full force and
effect. To the extent any existing provision of the
Credit Agreement is not expressly amended hereby but
is manifestly at odds with the intent of this
Amendment, such existing provision shall be construed
so as to give maximum effect to the overall intention
of this Amendment. After the effective date hereof,
all references in the Loan Documents to the "Credit
Agreement" shall be deemed to refer to the Credit
Agreement as amended hereby, representing the entire
expression of the parties with respect to the subject
matter hereof on the date this Amendment is executed.
The Credit Agreement, as amended hereby, 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. No
modification, rescission, waiver, release or
amendment of any provision of this Amendment shall be
made, except by a written agreement signed by the
Borrower and the Lender.
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(c) This Amendment may be executed in any number of
counterparts and by different parties hereto on
separate counterparts, each complete set of which,
when so executed and delivered by all parties, shall
be an original, but all of such counterparts shall
together constitute but one and the same instrument.
(d) The execution of this Amendment shall not be deemed
to be a waiver of any Default or Event of Default
that may exist under the Credit Agreement or an Event
of Default under the Servicing Agreement.
(e) This Amendment shall be governed by the substantive
laws (other than conflict laws) of the State of
Minnesota.
(f) Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable
shall not impair or invalidate the remainder of this
Amendment or the Credit Agreement or the Servicing
Agreement and the effect thereof shall be confined to
the provisions so held to be invalid or
unenforceable.
(g) The headings, captions and arrangements used in this
Amendment are for convenience only and shall not
affect the interpretation of this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
NCOP CAPITAL, INC.
By: ____________________________
Name: _____________________
Title: _____________________
CFSC CAPITAL CORP. XXXIV
By: ____________________________
Name: _____________________
Title: _____________________
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