exv10w87



 





Exhibit 10.87




FIRST AMENDMENT TO CREDIT AGREEMENT




     FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 21, 2007 (this “Amendment”), among
Herbalife International, Inc., a Nevada corporation (“Borrower”), Herbalife Ltd., a Cayman Islands
exempted company with limited liability (“Holdings”), and the other guarantors identified as such
on the signature pages hereto (together with Borrower and Holdings, the “Loan Parties”), the
Lenders (as defined in the Credit Agreement (as defined below)) signatory hereto, Merrill Lynch
Capital Corporation (“MLCC”), as administrative agent for the Lenders (in such capacity, the
“Administrative Agent”), in connection with that certain Credit Agreement, dated as of July 21,
2006 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit
Agreement”), among the Loan Parties, the lenders from time to time party to the Credit Agreement
(the “Lenders”), the Administrative Agent and the other agents identified therein. Capitalized
terms used herein but not otherwise defined herein shall have the meanings given such terms in the
Credit Agreement.



W I T N E S S E T H:




     WHEREAS, Borrower has asked the Lenders to amend certain provisions of the Credit Agreement;
and



     WHEREAS, the Lenders signatory hereto are willing to consent to such amendments on the terms
and subject to the conditions set forth herein.



     NOW, THEREFORE, in consideration of the premises and the agreements herein contained, the Loan
Parties, the Lenders signatory hereto and the Administrative Agent hereby agree as follows:



ARTICLE I




AMENDMENTS TO CREDIT AGREEMENT




     Immediately upon the Effective Date (as defined in Article III below), the following
amendments to the Credit Agreement shall become operative:



     Section 1.1 Section 2.18 of the Credit Agreement is hereby amended and restated in its
entirely as follows:




     (a) Borrower may by written notice to the Administrative Agent elect to request on one
or more occasions




     (i) the establishment of one or more additional term loan commitments
(each, an “Additional Term Loan Commitment”; and the term loans made
pursuant to such Additional Term Loan Commitments are referred to herein
as “Additional Term Loans”) and/or




     (ii) an increase in the aggregate Revolving Commitments (each such
increase, an “Additional Revolving Commitment”, and the Additional Term
Loan Commitments and the Additional Revolving Commitments, the “Additional
Commitments”)



 









 







so long as after giving effect to any such request the aggregate amount of Additional Term
Loan Commitments and Additional Revolving Commitments does not exceed $200.0 million.




     Each such notice shall specify




     (A) the date (each, an “Increased Amount Date”) on which Borrower proposes
that the Additional Term Loan Commitments and/or Additional Revolving Commitments,
as the case may be, shall be effective, which shall be a date not less than 1
Business Day nor more than 90 days after the date on which such notice is delivered
to the Administrative Agent or such earlier date as may reasonably be acceptable to
the Administrative Agent and




     (B) the amount of the Additional Term Loan Commitments and/or Additional
Revolving Commitments being requested (which shall be in an aggregate principal
amount that is not less than $25.0 million or any integral multiple of $5.0 million
in excess thereof, provided that such amount may be less than $25.0 million if such
amount represents all of the remaining availability under the maximum aggregate
principal amount of Additional Commitments set forth above).




The Administrative Agent shall promptly notify each Term Lender and each Revolving Lender
of such notice and of the proposed terms and conditions of the Additional Commitments.




Borrower may arrange for one or more banks or other entities (which may be a Lender) to
extend Additional Term Loan Commitments and/or Additional Revolving Commitments in an
aggregate amount equal to the amount requested in such notice from the Borrower of
Additional Term Loan Commitments and/or Additional Revolving Commitments, as applicable;
provided, however, that each such bank or other entity, if not already a Lender hereunder,
shall be subject to the prior approval of the Administrative Agent (and, in the case of
Additional Revolving Commitments, the Issuing Bank), which consent shall not be
unreasonably withheld or delayed; provided that any Lender, bank or other entity approached
to provide all or a portion of the Additional Commitments may elect or decline, in its sole
discretion, to provide an Additional Commitment. Subject to the foregoing, each Lender,
bank or other entity that provides an Additional Commitment shall be an Additional Lender
hereunder (each, an “Additional Lender”).




     (b) Any such Additional Term Loan Commitment and Additional Revolving Commitment shall
become effective as of such Increased Amount Date, provided that




     (i) no Default or Event of Default shall exist on the Increased Amount Date
before or immediately after giving effect to such Additional Term Loan Commitments
or Additional Revolving Commitments, as the case may be;




     (ii) Borrower shall be in pro forma compliance with each of the covenants set
forth in Section 6.07 as of the last day of the most recently ended fiscal quarter
for which financial statements are delivered pursuant to Section 5.01 or, if more
recent, are available to Borrower after giving effect to such Additional Term Loan
Commitments or Additional Revolving Commitments, as the case may be; and



2









 






     (iii) the Additional Term Loan Commitments or Additional Revolving
Commitments, as the case may be, shall be effected pursuant to one or more joinder
agreements (in form and substance reasonably acceptable to the Administrative
Agent) executed and delivered by Borrower, the Administrative Agent and the
corresponding Additional Lenders, and each of which shall be recorded in the
Register.




     (c) Any Additional Term Loans made on an Increased Amount Date shall, for all
purposes, constitute “Term Loans” hereunder. The terms and provisions of the Additional
Term Loans and Additional Term Loan Commitments shall be identical to the initial Term
Loans and initial Term Loan Commitments made hereunder. On any Increased Amount Date on
which any Additional Term Loan Commitments are effective, subject to the satisfaction of
the foregoing terms and conditions, (i) each Additional Lender with an Additional Term Loan
Commitment shall make an Additional Term Loan to Borrower in an amount equal to its
Additional Term Loan Commitment, and (ii) each Additional Lender with an Additional Term
Loan Commitment shall become a Term Lender and a Lender hereunder with respect to the
Additional Term Loan Commitment and the Additional Term Loans made pursuant thereto.




     Any Additional Revolving Commitments made on an Increased Amount Date, shall, for all
purposes, constitute “Revolving Commitments” hereunder, and each Loan made pursuant to a
Lender’s Additional Revolving Commitment (each, an “Additional Revolving Loan”, and
together with the Additional Term Loans, the “Additional Loans”) shall, for all purposes,
constitute a “Revolving Loan” hereunder. The terms and provisions of the Additional
Revolving Loans and Additional Revolving Commitments shall be identical to the initial
Revolving Loans and Revolving Commitments made hereunder. On any Increased Amount Date on
which any Additional Revolving Commitments are effective, subject to the satisfaction of
the foregoing terms and conditions (A) each Additional Lender with an Additional Revolving
Commitment agrees to make Revolving Loans to Borrower in an amount equal to its Additional
Revolving Commitment in addition to such Lender’s Revolving Commitment prior to the
Increased Amount Date, if any, and (B) each Additional Lender with an Additional Revolving
Commitment shall become a Revolving Lender and a Lender hereunder with respect to the
Additional Revolving Commitment and the Revolving Loans made pursuant thereto.




     (d) The Additional Loans will constitute Obligations hereunder for all purposes of
this Agreement and the Security Documents and will be secured by the Collateral securing
the other Obligations. The parties hereto acknowledge and agree that the Administrative
Agent may, without the consent of any other Lenders, effect such amendments to this
Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion
of the Administrative Agent, to effect the provisions of this Section 2.18, including,
without limitation, conforming amendments (which may be in the form of an amendment and
restatement) to provide for the Additional Loans to share ratably in the benefits of this
Agreement and the other Loan Documents with the Term Loans and Revolving Loans hereunder,
as applicable; provided that such amendments may not alter the obligations of the Loan
Parties under the Loan Documents except as provided in this Section.



     Section 1.2 Amended Definitions. Section 1.01 of the Credit Agreement is amended as follows:



3









 





     The definition of “Revolving Commitment” is amended by (a) deleting the word “and” where it
appears immediately before “reduced or increased from time to time” in the first sentence and
replacing it with a comma and (b) inserting at the end of the first sentence, immediately before
the period, the following:



     and (c) increased from time to time pursuant to Section 2.18



ARTICLE II




CONDITIONS TO EFFECTIVENESS




     Immediately upon the satisfaction of all of the following conditions, the amendments contained
in Article I of this Amendment shall become effective (the date on which the applicable conditions
are satisfied being the “Effective Date”):




     (a) Amendment. The Administrative Agent shall have received a duly executed
counterpart of this Amendment from each of the Loan Parties, the Administrative Agent and
the Required Lenders.




     (b) Representations and Warranties. Each of the representations and
warranties set forth in Article III of the Credit Agreement (as amended by this Amendment)
or in any other Loan Document shall be true and correct in all material respects (except
that any representation and warranty that is qualified as to “materiality” or “Material
Adverse Effect” shall be true and correct in all respects) on and as of the Effective Date
with the same effect as though made on and as of such Effective Date, except to the extent
such representations and warranties expressly relate to an earlier date (in which case
shall have been true and correct in all material respects (except that those that are
qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all
respects) on and as of such earlier date).




     (c) Default. No Default or Event of Default shall have occurred and be
continuing.




     (d) Officer’s Certificate. The Administrative Agent shall have received a
certificate, dated the Effective Date and signed by a Financial Officer of Borrower,
confirming compliance with the conditions precedent set forth in (b) and (c) of this
Article III.




     (e) Fees and Expenses. Notwithstanding anything contained in the Credit
Agreement, as amended hereby, or any other Loan Document and in addition to any fees and
expenses required to be paid by Borrower thereunder, the Administrative Agent shall have
received all fees and other amounts due and payable on or prior to the Effective Date,
including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket
expenses (including the reasonable legal fees and expenses of Skadden, Arps, Slate, Meagher
& Flom LLP, special counsel to the Administrative Agent) required to be reimbursed or paid
by Borrower in connection with the preparation, execution and delivery of this Amendment.



4









 





ARTICLE III




MISCELLANEOUS




     Section 3.1 Effect of Amendment. Except as expressly set forth herein, this Amendment
shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect
the rights and remedies of any Agent or any Lender under the Loan Documents, and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Loan Documents, all of which are ratified and affirmed in all respects
and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan
Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Loan Documents in similar or
different circumstances. This Amendment is a Loan Document executed pursuant to the Credit
Agreement and shall be construed, administered and applied in accordance with the terms and
provisions thereof.



     Section 3.2 No Representations by Lenders or Agents. The Loan Parties hereby
acknowledge that they have not relied on any representation, written or oral, express or implied,
by any Lender or any Agent, in entering into this Amendment.



     Section 3.3 Representations of the Loan Parties. Each Loan Party represents and
warrants to the Agents and the Lenders that (a) the execution, delivery and performance by it of
this Amendment are within such entity’s powers and have been duly authorized by all necessary
corporate, limited liability company or limited partnership action, (b) it has received all
necessary governmental, regulatory or other approvals for the execution and delivery of this
Amendment and the execution, delivery and performance by it of this Amendment do not and will not
contravene or conflict with any provision of (i) any law, (ii) any judgment, decree or order or
(iii) its articles of incorporation, bylaws, articles or certificate of formation, operating
agreement or partnership agreement, (c) the execution, delivery and performance by it of this
Amendment do not and will not contravene or conflict with or constitute a default under, or cause
any lien to arise under, any provision of any material agreement or instrument binding upon any
Loan Party or upon any of the respective property of a Loan Party and (d) this Amendment and the
Credit Agreement, as amended by this Amendment, are legal, valid and binding obligations of such
entity, enforceable against it in accordance with their respective terms. Each Loan Party further
represents and warrants to the Agents and the Lenders that (a) each of the representations and
warranties set forth in Article III of the Credit Agreement (as amended by this Amendment) or in
any other Loan Document are true and correct in all material respects (except that any
representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” are
true and correct in all respects) on and as of the Effective Date with the same effect as though
made on and as of such Effective Date, except to the extent such representations and warranties
expressly relate to an earlier date (in which case shall have been true and correct in all material
respects (except that those that are qualified as to “materiality” or “Material Adverse Effect” are
true and correct in all respects) on and as of such earlier date), (b) no Default or Event of
Default has occurred and is continuing before or after giving effect to this Amendment, and (c)
since December 31, 2005, there has been no change that could reasonably be expected to result in a
Material Adverse Effect.



     Section 3.4 Successors and Assigns. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns permitted hereby and
by the Credit Agreement.



5









 






     Section 3.5 Headings. Article and section headings used herein are for convenience of
reference only, are not part of this Amendment and shall not affect the construction of, or be
taken into consideration in interpreting, this Amendment.



     Section 3.6 Severability. Any provision of this Amendment held to be invalid, illegal
or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction.



     Section 3.7 Counterparts. This Amendment may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a
manually executed counterpart of this Amendment.



     Section 3.8 Costs and Expenses. Borrower agrees to pay all reasonable out-of-pocket
expenses incurred by the Administrative Agent in connection with the preparation, execution and
delivery, and administration of this Amendment and the other Loan Documents (whether or not the
transactions hereby or thereby contemplated shall be consummated).



     Section 3.9 GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).



     Section 3.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 3.10.



     Section 3.11 Ratification of Guarantees. Each Loan Party hereby consents to this
Amendment and hereby confirms and agrees that (a) notwithstanding the effectiveness of this
Amendment, each of the Loan Documents to which such person is a party is, and shall continue to be,
in full force and effect and each such Loan Document is hereby ratified and confirmed in all
respects, in each case as amended by this Amendment, (b) the Security Documents to which such
person is a party and all of the Collateral described therein do, and shall continue to, secure the
payment of all of the Secured Obligations (as defined in the U.S. Security Agreement) including
without limitation the Additional Loans and (c) each Additional [Term/Revolving] Lender (as defined
in this Amendment) is a Secured Party.



[remainder of page intentionally left blank]





6












 





     IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and
delivered as of the date first above written.



	 	 	 	 	 	 	 
	 	 	HERBALIFE INTERNATIONAL, INC.,	 	 
	 	 	a Nevada corporation, as Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	WH CAPITAL CORPORATION,	 	 
	 	 	a Nevada corporation, as a Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	HERBALIFE INTERNATIONAL OF AMERICA, INC.,	 	 
	 	 	a Nevada corporation, as a Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	HERBALIFE INTERNATIONAL OF EUROPE, INC.,	 	 
	 	 	a California corporation, as a Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	HERBALIFE INTERNATIONAL COMMUNICATIONS, INC.,	 	 
	 	 	a California corporation, as a Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 






	 	 	 	 	 	 	 
	 	 	HERBALIFE INTERNATIONAL DISTRIBUTION, INC.,	 	 
	 	 	a California corporation, as a Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	HERBALIFE TAIWAN, INC.,	 	 
	 	 	a California corporation, as a Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	HERBALIFE INTERNATIONAL (THAILAND), LTD.,	 	 
	 	 	a California corporation, as a Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	HERBALIFE INTERNATIONAL DO BRASIL LTDA.,	 	 
	 	 	a corporation dually organized in Brazil and Delaware, as a Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	HERBALIFE LTD.,	 	 
	 	 	a Cayman Islands exempted company with limited liability, as a Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 






	 	 	 	 	 	 	 
	 	 	WH INTERMEDIATE HOLDINGS LTD.,	 	 
	 	 	a Cayman Islands exempted company with limited liability, as a Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	HBL LTD.,	 	 
	 	 	a Cayman Islands exempted company with limited liability, as a Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	HV HOLDINGS LTD.,	 	 
	 	 	a Cayman Islands exempted company with limited liability, as a Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	HERBALIFE DISTRIBUTION LTD.,	 	 
	 	 	a Cayman Islands exempted company with limited liability, as a Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	WH LUXEMBOURG HOLDINGS S.à.R.L.,	 	 
	 	 	a Luxembourg corporation, as a Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 






	 	 	 	 	 	 	 
	 	 	HLF LUXEMBOURG HOLDINGS S.à R.L.,	 	 
	 	 	a Luxembourg corporation, as a Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	WH LUXEMBOURG INTERMEDIATE HOLDINGS S.à.R.L.,	 	 
	 	 	a Luxembourg corporation, as a Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	HERBALIFE
INTERNATIONAL LUXEMBOURG S.À.R.L.,	 	 
	 	 	a Luxembourg corporation, as a Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	HERBALIFE LUXEMBOURG DISTRIBUTION S.à.R.L.,	 	 
	 	 	a Luxembourg corporation, as a Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 







	 	 	 	 	 	 	 
	 	 	MERRILL LYNCH CAPITAL CORPORATION,	 	 
	 	 	as a Lender and Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 








	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 








	 	 	 	 	 	 	 
	 	 	MORGAN STANLEY & CO. INCORPORATED,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 








	 	 	 	 	 	 	 
	 	 	COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A. “RABOBANK INTERNATIONAL”,
NEW YORK BRANCH, as a Lender and Issuing Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 








	 	 	 	 	 	 	 
	 	 	HSBC BANK USA, NATIONAL ASSOCIATION,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 








	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 








	 	 	 	 	 	 	 
	 	 	FORTIS CAPITAL CORP.,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 







	 	 	 	 	 	 	 
	 	 	CITICORP USA, INC.,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 








	 	 	 	 	 	 	 
	 	 	[LENDER],	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title: