READING GUARANTY AGREEMENT
READING
GUARANTY AGREEMENT
This
READING GUARANTY AGREEMENT (this “Guaranty”), dated as
of February 21, 2008, by and between READING INTERNATIONAL, INC., a Nevada
corporation (“Guarantor”), and
GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, individually
and as agent (in such capacity, “Agent”) for itself
and the lenders from time to time signatory to the Credit Agreement, as
hereinafter defined (“Lenders”).
W
I T N E S S E T H:
WHEREAS,
pursuant to that certain Credit Agreement dated as of the date hereof by and
among CONSOLIDATED AMUSEMENT THEATRES, INC., a Nevada corporation (“Borrower”), the
Persons named therein as Credit Parties, Agent and the Persons signatory thereto
from time to time as Lenders (as from time to time amended, restated,
supplemented or otherwise modified, the “Credit Agreement”)
Lenders have agreed to make Loans to, and incur Letter of Credit Obligations for
the benefit of, Borrower.
WHEREAS,
Guarantor indirectly owns 100% of the outstanding Stock of Borrower and as such
will derive direct and indirect economic benefits from the making of the Loans
and other financial accommodations provided to Borrower pursuant to the Credit
Agreement; and
WHEREAS,
in order to induce Agent and Lenders to enter into the Credit Agreement and
other Loan Documents and to induce Lenders to make the Loans and to incur Letter
of Credit Obligations as provided for in the Credit Agreement, Guarantor has
agreed to guarantee payment of the Obligations;
NOW,
THEREFORE, in consideration of the premises and the covenants hereinafter
contained, and to induce Lenders to provide the Loans and other financial
accommodations under the Credit Agreement, it is agreed as follows:
1. DEFINITIONS.
Capitalized
terms used herein shall have the meanings assigned to them in the Credit
Agreement, unless otherwise defined herein.
References
to this “Guaranty” shall mean this Guaranty, including all amendments,
modifications and supplements and any annexes, exhibits and schedules to any of
the foregoing, and shall refer to this Guaranty as the same may be in effect at
the time such reference becomes operative.
2. THE
GUARANTY.
2.1 Guaranty of Guaranteed
Obligations of Borrower. Guarantor hereby unconditionally
guarantees to Agent and Lenders, and their respective successors, endorsees,
transferees and assigns, to but not including the Release Date (as defined
below), the prompt payment (whether at stated maturity, by acceleration or
otherwise) and performance of the
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Obligations
of Borrower (hereinafter the “Guaranteed
Obligations”). Guarantor agrees that this Guaranty is a
guaranty of payment and performance and not of collection, and that its
obligations under this Guaranty shall be primary, absolute and unconditional,
irrespective of, and unaffected by:
(a) the
genuineness, validity, regularity, enforceability or any future amendment of, or
change in this Guaranty, any other Loan Document or any other agreement,
document or instrument to which any Credit Party and/or Guarantor is or may
become a party;
(b) the
absence of any action to enforce this Guaranty or any other Loan Document or the
waiver or consent by Agent and/or Lenders with respect to any of the provisions
thereof;
(c) the
existence, value or condition of, or failure to perfect Agent’s Lien against,
any Collateral for the Guaranteed Obligations or any action, or the absence of
any action, by Agent in respect thereof (including, without limitation, the
release of any such security); or
(d) the
insolvency of any Credit Party; or
(e) any
other action or circumstances which might otherwise constitute a legal or
equitable discharge or defense of a surety or guarantor,
it being
agreed by Guarantor that its obligations under this Guaranty shall not be
discharged until the earlier of Termination Date and the Release
Date. Guarantor shall be regarded, and shall be in the same position,
as principal debtor with respect to the Guaranteed
Obligations. Guarantor agrees that any notice or directive given at
any time to Agent which is inconsistent with the waiver in the immediately
preceding sentence shall be null and void and may be ignored by Agent and
Lenders, and, in addition, may not be pleaded or introduced as evidence in any
litigation relating to this Guaranty for the reason that such pleading or
introduction would be at variance with the written terms of this Guaranty,
unless Agent and Lenders have specifically agreed otherwise in
writing. It is agreed among Guarantor, Agent and Lenders that the
foregoing waivers are of the essence of the transaction contemplated by the Loan
Documents and that, but for this Guaranty and such waivers, Agent and Lenders
would decline to enter into the Credit Agreement.
2.2 Demand by Agent or
Lenders. In addition to the terms of the Guaranty set forth in
Section 2.1
hereof, and in no manner imposing any limitation on such terms, it is expressly
understood and agreed that, if, at any time prior to the Release Date, the
outstanding principal amount of the Guaranteed Obligations under the Credit
Agreement (including all accrued interest thereon) is declared to be immediately
due and payable, then Guarantor shall, without demand, pay to the holders of the
Guaranteed Obligations the entire outstanding Guaranteed Obligations due and
owing to such holders. Payment by Guarantor shall be made to Agent in
immediately available funds to an account, designated by Agent or at the address
set forth herein for the giving of notice to Agent or at any other address that
may be specified in writing from time to time by Agent, and shall be credited
and applied to the Guaranteed Obligations.
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2.3 Enforcement of
Guaranty. In no event shall Agent have any obligation
(although it is entitled, at its option) to proceed against Borrower or any
other Credit Party or any Collateral pledged to secure Guaranteed Obligations
before seeking satisfaction from the Guarantor, and Agent may proceed, prior or
subsequent to, or simultaneously with, the enforcement of Agent’s rights
hereunder, to exercise any right or remedy which it may have against any
Collateral, as a result of any Lien it may have as security for all or any
portion of the Guaranteed Obligations.
2.4 Waiver. In
addition to the waivers contained in Section 2.1 hereof,
Guarantor waives and agrees that it shall not at any time insist upon, plead or
in any manner whatever claim or take the benefit or advantage of, any appraisal,
valuation, stay, extension, marshaling of assets or redemption laws, or
exemption, whether now or at any time hereafter in force, which may delay,
prevent or otherwise affect the performance by Guarantor of its Guaranteed
Obligations under, or the enforcement by Agent or Lenders of, this Guaranty.
Guarantor hereby waives diligence, presentment and demand (whether for
non-payment or protest or of acceptance, maturity, extension of time, change in
nature or form of the Guaranteed Obligations, acceptance of further security,
release of further security, composition or agreement arrived at as to the
amount of, or the terms of, the Guaranteed Obligations, notice of adverse change
in Borrower’s financial condition or any other fact which might increase the
risk to Guarantor) with respect to any of the Guaranteed Obligations or all
other demands whatsoever and waives the benefit of all provisions of law which
are or might be in conflict with the terms of this
Guaranty. Guarantor represents, warrants and agrees that, as of the
date of this Guaranty, its obligations under this Guaranty are not subject to
any offsets or defenses against Agent or Lenders or any Credit Party of any
kind. Guarantor further agrees that its obligations under this Guaranty shall
not be subject to any counterclaims, offsets or defenses against Agent or any
Lender or against any Credit Party of any kind which may arise in the
future.
2.5 Benefit of
Guaranty. The provisions of this Guaranty are for the benefit
of Agent and Lenders and their respective successors, transferees, endorsees and
assigns, and nothing herein contained shall impair, as between any Credit Party
and Agent or Lenders, the obligations of any Credit Party under the Loan
Documents. In the event all or any part of the Guaranteed Obligations
are transferred, indorsed or assigned by Agent or any Lender to any Person or
Persons, any reference to “Agent” or “Lender” herein shall be deemed to refer
equally to such Person or Persons.
2.6 Modification of Guaranteed
Obligations, Etc. Guarantor hereby acknowledges and agrees
that Agent and Lenders may at any time or from time to time, with or without the
consent of, or notice to, Guarantor:
(a) change
or extend the manner, place or terms of payment of, or renew or alter all or any
portion of, the Guaranteed Obligations;
(b) take
any action under or in respect of the Loan Documents in the exercise of any
remedy, power or privilege contained therein or available to it at law, equity
or otherwise, or waive or refrain from exercising any such remedies, powers or
privileges;
(c) amend
or modify, in any manner whatsoever, the Loan Documents;
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(d) extend
or waive the time for any Credit Party’s performance of, or compliance with, any
term, covenant or agreement on its part to be performed or observed under the
Loan Documents, or waive such performance or compliance or consent to a failure
of, or departure from, such performance or compliance;
(e) take
and hold Collateral for the payment of the Guaranteed Obligations guaranteed
hereby or sell, exchange, release, dispose of, or otherwise deal with, any
property pledged, mortgaged or conveyed, or in which Agent or Lenders have been
granted a Lien, to secure any Obligations;
(f) release
anyone who may be liable in any manner for the payment of any amounts owed by
Guarantor or any Credit Party to Agent or any Lender;
(g) modify
or terminate the terms of any intercreditor or subordination agreement pursuant
to which claims of other creditors of Guarantor or any Credit Party are
subordinated to the claims of Agent and Lenders; and/or
(h) apply
any sums by whomever paid or however realized to any amounts owing by Guarantor
or any Credit Party to Agent or any Lender in such manner as Agent or any Lender
shall determine in its discretion;
and Agent
and Lenders shall not incur any liability to Guarantor as a result thereof, and
no such action shall impair or release the Guaranteed Obligations of Guarantor
under this Guaranty.
2.7 Reinstatement. This
Guaranty shall remain in full force and effect and continue to be effective
should any petition be filed by or against any Credit Party or Guarantor for
liquidation or reorganization prior to the Release Date, should any Credit Party
or Guarantor become insolvent or make an assignment for the benefit of creditors
or should a receiver or trustee be appointed for all or any significant part of
such Credit Party’s or Guarantor’s assets, in each case prior to the Release
Date. Notwithstanding anything contained herein to the contrary, this
Guaranty shall be reinstated if at any time payment and performance of the
Guaranteed Obligations, or any part thereof, in each case which payment or
performance arose or occurred prior to the Release Date, is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by Agent or any Lender, whether as a “voidable preference,” “fraudulent
conveyance,” or otherwise, all as though such payment or performance had not
been made. In the event that any payment, or any part thereof, is
rescinded, reduced, restored or returned, the Guaranteed Obligations shall be
reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.
2.8 Waiver of Subrogation,
Etc. Notwithstanding anything to the contrary in this
Guaranty, or in any other Loan Document, Guarantor
hereby:
(a) expressly
and irrevocably waives (until the earlier of the Termination Date and the
Release Date) the exercise of, on behalf of itself and its successors and
assigns (including any surety), any and all rights at law or in equity to
subrogation, to reimbursement, to exoneration, to contribution, to
indemnification, to set off or to any other rights that could accrue to a surety
against a principal, to a guarantor against a
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principal,
to a guarantor against a maker or obligor, to an accommodation party against the
party accommodated, to a holder or transferee against a maker, or to the holder
of any claim against any Person, and which Guarantor may have or hereafter
acquire against any Credit Party in connection with or as a result of
Guarantor’s execution, delivery and/or performance of this Guaranty, or any
other documents to which Guarantor is a party or otherwise;
and
(b) acknowledges
and agrees (i) that this waiver is intended to benefit Agent and Lenders and
shall not limit or otherwise effect Guarantor’s liability hereunder or the
enforceability of this Guaranty, and (ii) that Agent, Lenders and their
respective successors and assigns are intended third party beneficiaries of the
waivers and agreements set forth in this Section 2.8 and their
rights under this Section 2.8 shall
survive payment in full of the Guaranteed Obligations.
2.9 Election of
Remedies. If Agent may, under applicable law, proceed to
realize benefits under any of the Loan Documents giving Agent and Lenders a Lien
upon any Collateral owned by any Credit Party, either by judicial foreclosure or
by non-judicial sale or enforcement, Agent may, at its sole option, determine
which of such remedies or rights it may pursue without affecting any of such
rights and remedies under this Guaranty. If, in the exercise of any
of its rights and remedies, Agent shall forfeit any of its rights or remedies,
including its right to enter a deficiency judgment against any Credit Party,
whether because of any applicable laws pertaining to “election of remedies” or
the like, Guarantor hereby consents to such action by Agent and waives any claim
based upon such action, even if such action by Agent shall result in a full or
partial loss of any rights of subrogation which Guarantor might otherwise have
had but for such action by Agent. Any election of remedies which
results in the denial or impairment of the right of Agent to seek a deficiency
judgment against any Credit Party shall not impair Guarantor’s obligation to pay
the full amount of the Guaranteed Obligations. In the event Agent
shall bid at any foreclosure or trustee’s sale or at any private sale permitted
by law or the Loan Documents, Agent may bid all or less than the amount of the
Guaranteed Obligations and the amount of such bid need not be paid by Agent but
shall be credited against the Guaranteed Obligations. Except as
prohibited by applicable law, the amount of the successful bid at any such sale
shall be conclusively deemed to be the fair market value of the collateral and
the difference between such bid amount and the remaining balance of the
Guaranteed Obligations shall be conclusively deemed to be the amount of the
Guaranteed Obligations guaranteed under this Guaranty, notwithstanding that any
present or future law or court decision or ruling may have the effect of
reducing the amount of any deficiency claim to which Agent and Lenders might
otherwise be entitled but for such bidding at any such sale.
2.10 Funds
Transfers. If Guarantor shall engage in any transaction as a
result of which Borrower is required to make a mandatory prepayment with respect
to the Guaranteed Obligations under the terms of Section 1.3(b)(v) the Credit
Agreement, Guarantor shall distribute to, or make a contribution to the capital
of, the Borrower an amount equal to the mandatory prepayment required under the
terms of the Credit Agreement.
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3. DELIVERIES.
In a form
satisfactory to Agent, Guarantor shall deliver to Agent, reasonably concurrently
with the execution of this Guaranty, the Loan Documents and other instruments,
certificates and documents as are required to be delivered by Guarantor to Agent
under the Credit Agreement.
4. REPRESENTATIONS AND
WARRANTIES.
To induce
Lenders to make the Loans and incur Letter of Credit Obligations under the
Credit Agreement, Guarantor makes the following representations and warranties
to Agent and each Lender, each of which is made as of the Closing Date, and each
and all of which shall survive the execution and delivery of this
Guaranty:
4.1 Corporate Existence;
Compliance with Law. Guarantor (i) is a corporation, limited
liability company, general partnership or limited partnership, as the case may
be, duly organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation or organization; (ii) is duly qualified to conduct
business and is in good standing in each other jurisdiction where its ownership
or lease of property or the conduct of its business requires such qualification,
except where the failure to be so qualified would not result in exposure to
losses or liabilities which, alone or in the aggregate, could reasonably be
expected to have a Material Adverse Effect; (iii) has the requisite power and
authority and the legal right to own, pledge, mortgage or otherwise encumber and
operate its properties, to lease the property it operates under lease and to
conduct its business as now conducted or proposed to be conducted; (iv) has all
material licenses, permits, consents or approvals from or by, and has made all
material filings with, and has given all notices to, all Governmental
Authorities having jurisdiction, to the extent required for such ownership,
operation and conduct; (v) is in compliance with its charter and bylaws or
partnership or operating agreement, as applicable; and (vi) is in compliance
with all applicable provisions of law and regulation, except where the failure
to comply, alone or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.
4.2 Intentionally
omitted.
4.3 Corporate Power;
Authorization; Enforceable Guaranteed
Obligations. The execution, delivery and performance of this
Guaranty and all instruments and documents to be delivered by Guarantor
hereunder and under the Credit Agreement (i) are within Guarantor’s power; (ii)
have been duly authorized by all necessary corporate, limited liability company,
general partnership or limited partnership action; (iii) do not contravene any
provision of Guarantor’s charter, by-laws, or partnership or operating agreement
as applicable; (iv) do not violate any law or regulation, or any order or decree
of any court or Governmental Authority; (v) do not conflict with or result in
the breach or termination of, constitute a default under or accelerate or permit
the acceleration of any performance required by, any indenture, mortgage, deed
of trust, Theatre Lease or other material lease, material agreement or other
material instrument to which Guarantor is a party or by which Guarantor or any
of its property is bound; (vi) do not result in the creation or imposition of
any Lien upon any of the property of Guarantor; and (vii) do not require the
consent or approval of any Governmental Authority or any other
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Person,
except those referred to in Section 2.1(c) of the
Credit Agreement, all of which have been duly obtained, made or complied with
prior to the Closing Date. On or prior to the Closing Date, this
Guaranty shall have been duly executed and delivered, and each shall then
constitute a legal, valid and binding obligation of Guarantor, enforceable
against Guarantor in accordance with its terms, except as enforceability may be
limited by (i) bankruptcy, insolvency, fraudulent conveyances, reorganization or
similar laws relating to or affecting the enforcement of creditors’ rights
generally, and (ii) general equitable principles (whether considered in a
proceeding in equity or at law).
5. FURTHER
ASSURANCES.
Guarantor
agrees, upon the written request of Agent, to execute and deliver to Agent or
such Lender, from time to time, any additional instruments or documents
reasonably considered necessary by Agent to cause this Guaranty to be, become or
remain valid and effective in accordance with its terms.
6. PAYMENTS FREE AND CLEAR OF
TAXES.
All
payments required to be made by Guarantor hereunder shall be made to Agent and
Lenders free and clear of, and without deduction for, any and all present and
future Taxes. If Guarantor shall be required by law to deduct any
Taxes from or in respect of any sum payable hereunder, (a) the sum payable shall
be increased as much as shall be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 6)
Agent or Lenders, as applicable, receive an amount equal to the sum they would
have received had no such deductions been made, (b) Guarantor shall make such
deductions, and (c) Guarantor shall pay the full amount deducted to the relevant
taxing or other authority in accordance with applicable law. Within
thirty (30) days after the date of any payment of Taxes, Guarantor shall furnish
to Agent the original or a certified copy of a receipt evidencing payment
thereof. Guarantor shall indemnify and, within ten (10) days of
demand therefor, pay Agent and each Lender for the full amount of Taxes
(including any Taxes imposed by any jurisdiction on amounts payable under this
Section 6) paid
by Agent or such Lender, as appropriate, and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, whether or not
such Taxes were correctly or legally asserted.
7. OTHER
TERMS.
7.1 Entire
Agreement. This Guaranty constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior agreements relating to a guaranty of the loans and advances under the Loan
Documents and/or the Guaranteed Obligations.
7.2 Headings. The
headings in this Guaranty are for convenience of reference only and are not part
of the substance of this Guaranty.
7.3 Severability. Whenever
possible, each provision of this Guaranty shall be interpreted in such a manner
to be effective and valid under applicable law, but if any provision of this
Guaranty shall be prohibited by or invalid under applicable law, such provision
shall be
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ineffective
to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this
Guaranty.
7.4 Notices. Whenever
it is provided herein that any notice, demand, request, consent, approval,
declaration or other communication shall or may be given to or served upon any
of the parties by any other party, or whenever any of the parties desires to
give or serve upon another any such communication with respect to this Guaranty,
each such notice, demand, request, consent, approval, declaration or other
communication shall be in writing and shall be addressed to the party to be
notified as follows:
(a) If
to Agent, at:
General
Electric Capital Corporation
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention:
Consolidated Amusement Theatres, Inc. Account Manager
Electronic
Transmission Address:
Telecopier
No: ▇▇▇-▇▇▇-▇▇▇▇
Telephone
No.: ▇▇▇-▇▇▇-▇▇▇▇
with
copies to:
King
& Spalding LLP
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▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇, Esq.
Telecopier
No.: ▇▇▇-▇▇▇-▇▇▇▇
Telephone
No.: ▇▇▇-▇▇▇-▇▇▇▇
and
General
Electric Capital Corporation
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention: Corporate
Counsel-Media, Communications and Entertainment
Telecopier
No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone
No.: (▇▇▇) ▇▇▇-▇▇▇▇
(b) If
to any Lender, at the address of such Lender specified in the Credit Agreement
or any Assignment Agreement.
(c) If
to Guarantor, at the address of such Guarantor specified on Schedule I
hereto.
or at
such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived
in writing by the party entitled to receive such notice. Every
notice, demand, request, consent, approval, declaration or other communication
hereunder shall be deemed to have been validly served, given or delivered (i)
upon the earlier of
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actual
receipt and five (5) Business Days after the same shall have been deposited with
the United States mail, registered or certified mail, return receipt requested,
with proper postage prepaid, (ii) upon transmission, when sent by telecopy or
other similar facsimile transmission (with such telecopy or facsimile promptly
confirmed by delivery of a copy by personal delivery or United States mail as
otherwise provided in this Section 7.4), (iii)
one (1) Business Day after deposit with a reputable overnight carrier with all
charges prepaid, or (iv) when delivered, if hand-delivered by
messenger.
7.5 Successors and
Assigns. This Guaranty and all obligations of Guarantor
hereunder shall be binding upon the successors and assigns of Guarantor
(including a debtor-in-possession on behalf of Guarantor) and shall, together
with the rights and remedies of Agent, for itself and for the benefit of
Lenders, hereunder, inure to the benefit of Agent and Lenders, all future
holders of any instrument evidencing any of the Obligations and their respective
successors and assigns. No sales of participations, other sales,
assignments, transfers or other dispositions of any agreement governing or
instrument evidencing the Obligations or any portion thereof or interest therein
shall in any manner affect the rights of Agent and Lenders
hereunder. Guarantor may not assign, sell, hypothecate or otherwise
transfer any interest in or obligation under this Guaranty.
7.6 No Waiver; Cumulative
Remedies; Amendments. Neither Agent nor any Lender shall by
any act, delay, omission or otherwise be deemed to have waived any of its rights
or remedies hereunder, and no waiver shall be valid unless in writing, signed by
Agent and then only to the extent therein set forth. A waiver by
Agent, for itself and the ratable benefit of Lenders, of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy which Agent would otherwise have had on any future
occasion. No failure to exercise nor any delay in exercising on the
part of Agent or any Lender, any right, power or privilege hereunder, shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, power or privilege hereunder preclude any other or future exercise
thereof or the exercise of any other right, power or privilege. The
rights and remedies hereunder provided are cumulative and may be exercised
singly or concurrently, and are not exclusive of any rights and remedies
provided by law. None of the terms or provisions of this Guaranty may
be waived, altered, modified, supplemented or amended except by an instrument in
writing, duly executed by Agent and Guarantor.
7.7 Termination. This
Guaranty is a continuing guaranty and shall remain in full force and effect
until the earlier of (a) the Termination Date, or (b) the date upon which
Borrower and its Subsidiaries on a consolidated basis shall have a Leverage
Ratio on the last day of any Fiscal Quarter and for the 12-month period then
ended of less than or equal to 2.75:1.00 (the “Release
Date”). Upon payment and performance in full of the Guaranteed
Obligations, or the occurrence of the Release Date or the Termination Date,
Agent shall deliver to Guarantor such documents as Guarantor may reasonably
request to evidence such termination.
7.8 Counterparts. This
Guaranty may be executed in any number of counterparts, each of which shall
collectively and separately constitute one and the same agreement.
[signature page
follows]
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IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Guaranty as
of the date first above written.
READING
INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
Title: CFO
GENERAL
ELECTRIC CAPITAL
CORPORATION, as
Agent
By: /s/ General Electric Capital
Corporation
Its Duly Authorized
Signatory
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