Exhibit
10.2a


	
   

  	
   

  	
   

  



 


BOND GUARANTEE


 


From


 


NAVISTAR, INC., 

as Guarantor


 


To


 


CITIBANK, N.A.

as Trustee


 


Dated as of October 1, 2010


 


$135,000,000

Illinois Finance Authority

Recovery Zone Facility Revenue Bonds

(Navistar International Corporation Project) Series 2010


	
   

  	
   

  	
   

  



 

















 


BOND GUARANTEE


 


THIS
BOND GUARANTEE made and entered into as of October 1, 2010 from NAVISTAR, INC.,
a corporation duly organized and existing under the laws of the State of
Delaware (the “Guarantor”), to CITIBANK, N.A.,
a national banking association duly organized and existing under the laws of
the United States of America and having a corporate trust office in New York,
New York, as trustee (the “Trustee”)
under the Indenture referred to below.


 


WITNESSETH:


 


WHEREAS, Illinois
Finance Authority, a body politic and corporate duly created and validly
existing under the Constitution and laws of the State of Illinois (the “Authority”),  intends
to issue its Recovery Zone Facility Revenue Bonds (Navistar International
Corporation Project) Series 2010 in the aggregate principal amount of
$135,000,000 (the “Bonds”) under and pursuant to an
Indenture of Trust, dated as of October 1, 2010 (the “Indenture”),
from the Authority to the Trustee (all terms capitalized herein and not defined
shall have the meanings ascribed to such terms in the Indenture);


 


WHEREAS,
the proceeds derived from the issuance of the Bonds are to be used to  finance all or a portion of the costs of the
acquisition, construction, equipping, installation, improvement and expansion
of certain capital improvements for use by Navistar International Corporation
(the “Company”) or by the Guarantor, a
subsidiary of the Company;


 


WHEREAS,
the Company will make payments under the Loan Agreement, dated as of October 1,
2010 (the “Loan Agreement”), between the Authority
and the Company, sufficient to pay when due (whether at stated maturity, upon
redemption, by acceleration or otherwise) the principal of, premium, if any,
and interest on the Bonds; and


 


WHEREAS,
the Guarantor desires that the Authority issue the Bonds and apply the proceeds
as aforesaid and is willing to enter into this Bond Guarantee in order to
enhance the marketability of the Bonds and thereby achieve interest cost and
other savings for the Company, and in order to provide an inducement to the
purchase of the Bonds by all who shall at any time become the registered owners
of the Bonds (collectively, the “Bondholders”
or the “Holders”);


 


NOW,
THEREFORE, in consideration of the premises, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guarantor does
hereby represent, warrant, covenant and agree with the Trustee for the benefit
of the Bondholders as follows:


 

















 


ARTICLE I


 


DEFINITIONS; REPRESENTATIONS AND WARRANTIES OF GUARANTOR


 


Section 1.1.                   Definitions.  The capitalized terms used in this Bond
Guarantee, unless the context requires otherwise or unless otherwise defined
herein, shall have the same meanings as set forth in the Indenture.


 


Section 1.2.                   Guarantor
Representations and Warranties.  The Guarantor represents, warrants and
covenants as follows:


 


(a)                                  The Guarantor
is duly incorporated under the laws of the State of Delaware, is in good
standing in the State of Delaware and the State of Illinois and is duly
authorized to conduct its business in the State of Illinois.  The Guarantor has all authority under the
laws of the State of Delaware, the State of Illinois and its Articles of
Incorporation to enter into, execute, deliver and perform this Bond Guarantee,
and all action on its part necessary for the valid execution and delivery of
this Bond Guarantee has been duly and effectively taken, and this Bond
Guarantee is the legal, valid and binding obligation of the Guarantor
enforceable in accordance with its terms, subject to any applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting the enforcement
of creditors’ rights generally from time to time in effect, and to applicable
equitable principles.


 


(b)                                 The execution
and delivery of this Bond Guarantee has been duly authorized by all necessary
action, and the Guarantor’s execution and delivery of this Bond Guarantee, the
Guarantor’s consummation of the transactions contemplated on its part thereby,
and the Guarantor’s fulfillment of or compliance with the terms and conditions
of this Bond Guarantee, do not conflict with or result in a material breach of
the Articles of Incorporation, or any material agreement or instrument to which
the Guarantor is now a party or by which the Guarantor is bound (except for any
such breaches for which the Guarantor has obtained a waiver or a required
consent), or constitutes a material default (or would constitute a material
default with due notice or the passage of time or both) under any of the
foregoing.


 


(c)                                  All orders and
approvals have been received and will be in effect prior to the Closing Date,
and, no further consent, approval, authorization or order of, or registration
with, any court or governmental or regulatory agency or body is required with
respect to the Guarantor for the execution, delivery and performance by the
Guarantor of this Bond Guarantee.


 


(d)                                 No litigation,
proceedings or investigations are pending or, to the knowledge of the
Guarantor, threatened against the Guarantor seeking to restrain, enjoin or in
any way limit the approval or the execution and delivery of this Bond
Guarantee, or which would in any manner challenge or adversely affect the
corporate existence, power and authority of the Guarantor to enter into and
carry out the transactions described in or contemplated by, or the execution,
delivery, validity or performance by the Guarantor of,


 


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this
Bond Guarantee.  In addition, except as
described in the Limited Offering Memorandum (including all documents
incorporated by reference therein), no litigation, proceedings or
investigations are pending or, to the knowledge of the Guarantor, threatened in
writing against the Guarantor, except litigation, proceedings or investigations
involving claims for which the probable ultimate recoveries and the estimated
costs and expenses of defense, in the opinion of the Guarantor, (i) will
be entirely within the applicable insurance policy limits (subject to
applicable deductibles) or are not in excess of the total of the available
assets held under applicable self-insurance programs or (ii) will not have
a material adverse effect on the operations or condition, financial or
otherwise, of the Guarantor.


 


(e)                             The Guarantor is not in
default under any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award or any indenture, agreement, lease or instrument
which could reasonably be expected to have a material adverse effect on the
condition (financial or otherwise), results of operations, business or
properties of the Guarantor.


 


Concurrently
with the Closing Date, the Guarantor shall execute and deliver a certificate
reaffirming the foregoing representations and warranties as of the Closing
Date.


 


ARTICLE II


 


COVENANTS AND AGREEMENTS


 


Section 2.1.                   Obligations
Guaranteed. 
(a) The Guarantor hereby unconditionally guarantees to the Trustee
for the benefit of the Bondholders (i) the due and punctual payment of the
principal of and premium, if any, on the Bonds when and as the same shall
become due and payable as provided in the Indenture, whether at the stated
maturity thereof, by declaration of acceleration, call for redemption or
otherwise, and (ii) the due and punctual payment of interest on the Bonds,
and, to the extent permitted by law, interest on overdue interest and premium,
when and as the same shall become due and payable.  All payments by the Guarantor hereunder shall
be paid in lawful money of the United States of America.  Each and every default in payment of the
principal of, premium, if any, or interest on any Bond, or interest on overdue
interest or premium, shall give rise to a separate cause of action hereunder,
and separate suits may be brought hereunder as each cause of action arises.


 


(b)                                      The Guarantor
hereby agrees that its obligations under this Bond Guarantee shall be
guarantees of payment and shall be unconditional, irrespective of and
unaffected by the validity, regularity or enforceability of the Bonds, the Loan
Agreement, the Indenture or this Bond Guarantee, or of any amendment thereto or
hereto, the absence of any action to enforce the same, the waiver or consent by
any Holder or by the Trustee with respect to any provisions thereof or of this
Bond Guarantee, the entry of any judgment against the Company, the Guarantor or
any other Subsidiary Guarantor or any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of the Guarantor.


 


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Section 2.2.                   Guarantor’s
Waiver.  (a) The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of merger, insolvency or bankruptcy of the Company or the
Authority, any right to require a proceeding first against the Company, protest
or notice with respect to the Bonds or the indebtedness evidenced thereby and
all demands whatsoever, and covenants that the Bond Guarantee will not be
discharged except by complete performance of the obligations contained in the
Bonds, the Indenture and the Loan Agreement, or as otherwise specifically
provided therein and herein.


 


(b)                                      The Guarantor
hereby waives and relinquishes:


 


(i)                            any right to require the
Trustee, the Authority, the Holders or the Company (each, a “Benefited Party”) to proceed against the Company, the
Subsidiaries of the Company or any other Person or to proceed against or
exhaust any security held by a Benefited Party at any time or to pursue any
other remedy in any secured party’s power before proceeding against the
Guarantor;


 


(ii)                              any defense that may arise
by reason of the incapacity, lack of authority, death or disability of any
other Person or Persons or the failure of a Benefited Party to file or enforce
a claim against the estate (in administration, bankruptcy or any other
proceeding) of any other Person or Persons;


 


(iii)                               demand, protest
and notice of any kind (except as expressly required by this Bond Guarantee),
including but not limited to notice of the existence, creation or incurring of
any new or additional indebtedness or obligation or of any action or non-action
on the part of the Guarantor, the Company, the Subsidiaries of the Company, any
Benefited Party, any creditor of the Guarantor, the Company or the Subsidiaries
of the Company or on the part of any other Person whomsoever in connection with
any obligations the performance of which are hereby guaranteed;


 


(iv)                             any defense based upon an
election of remedies by a Benefited Party, including but not limited to an
election to proceed against the Guarantor for reimbursement;


 


(v)                            any defense based upon any
statute or rule of law which provides that the obligation of a surety must
be neither larger in amount nor in other respects more burdensome than that of
the principal;


 


(vi)                             any defense arising because
of a Benefited Party’s election, in any proceeding instituted under the
Bankruptcy Law, of the application of Section 1111(b)(2) of the
Bankruptcy Law; and


 


(vii)                               any defense based on any
borrowing or grant of a security interest under Section 364 of the
Bankruptcy Law.


 


(c)                                      The Guarantor
further agrees that, as between the Guarantor, on the one hand, and Holders and
the Trustee, on the other hand, (i) for purposes of this Bond Guarantee,
the maturity


 


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of
the Bonds may be accelerated as provided in Section 8.02 of the Indenture,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Bonds, and (ii) in the event of any
acceleration of the Bonds (whether or not due and payable) the Bonds shall
forthwith become due and payable by the Guarantor for purposes of this Bond
Guarantee.


 


(d)                                      This Bond
Guarantee shall continue to be effective or shall be reinstated, as the case
may be, if at any time any payment, or any part thereof, of principal of,
premium, if any, or interest on any of the Bonds is rescinded or must otherwise
be returned by the Holders or the Trustee upon the insolvency, bankruptcy or
reorganization of the Authority, the Company or the Guarantor, all as though
such payment had not been made.


 


(e)                                      The Guarantor
shall be subrogated to all rights of the Holders against the Company in respect
of any amounts paid by the Guarantor pursuant to the provisions of this Bond
Guarantee or the Loan Agreement; provided, however,
that the Guarantor shall not be entitled to enforce or to receive any payments
until the principal of, premium, if any, and interest on all Bonds shall have
been paid in full.


 


Section 2.3.                   Limitation
on Guarantor’s Liability.  The Guarantor
and by its acceptance hereof the Trustee and each Holder, hereby confirms that
it is the intention of all such parties that this Bond Guarantee by the
Guarantor not constitute a fraudulent transfer or conveyance for purposes of
the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law.  To effectuate the foregoing intention, the
Trustee, the Holders and the Guarantor hereby irrevocably agree that the
Obligations of the Guarantor under this Bond Guarantee shall be limited to the
maximum amount as will, after giving effect to all other contingent and fixed
liabilities of the Guarantor and after giving effect to any collections from or
payments made by or on behalf of any other Subsidiary Guarantor in respect of
the Obligations of such other Subsidiary Guarantor under Article XI of the
Loan Agreement, result in the Obligations of the Guarantor under this Bond
Guarantee not constituting a fraudulent transfer or conveyance under applicable
federal or state law.


 


Section 2.4.                   Releases
of Bond Guarantee.  This Bond
Guarantee will be automatically and unconditionally released (and thereupon
shall terminate and be discharged and be of no further force and effect):


 


(1)                                  in connection
with any sale or other disposition (including by merger or otherwise) of the
Capital Stock of the Guarantor after which the Guarantor is no longer a
Subsidiary of the Company to a Person that is not (either before or after
giving effect to such transaction) an Affiliate of the Company, if the sale of
all such Capital Stock of the Guarantor complies with the applicable provisions
of the Loan Agreement;


 


(2)                                  if the Company
properly designates the Guarantor as an Unrestricted Subsidiary as described in
the definition of “Unrestricted Subsidiary” in the Indenture;


 


(3)                                  upon a Legal
Defeasance or satisfaction and discharge of the Indenture that complies with
the provisions under Article VII of the Indenture; or


 


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(4)                                  upon payment in
full of the aggregate principal amount of all Bonds then outstanding and all
other financial obligations under the Loan Agreement, the Indenture and the
Bonds then due and owing.


 


Upon
any occurrence giving rise to a release of this Bond Guarantee as specified
above, and upon receipt of a Company Order and any other certificates or
opinions required under the Indenture, the Trustee will execute any documents
reasonably required in order to evidence or effect such release, discharge and
termination in respect of this Bond Guarantee, with copies to the
Authority.  None of the Authority, the
Company nor the Guarantor will be required to make a notation on the Bonds to
reflect any such release, termination or discharge.


 


Section 2.5.                   Application
of Certain Terms and Provisions of the Loan Agreement and Indenture to the
Guarantor. 
(a) For purposes of any provision of the Loan Agreement or the
Indenture which provides for the delivery by any Subsidiary Guarantor of an
Officers’ Certificate or an Opinion of Counsel or both, the definitions of such
terms in Section 1.01 of the Indenture shall apply to the Guarantor as if
references therein to the Company were references to the Guarantor.


 


(b)                                      Any request,
direction, order or demand which by any provision of the Loan Agreement or the
Indenture is to be made by the Guarantor shall be sufficient if evidenced by a
Company Order; provided that the definition of
such term in Section 1.01 of the Indenture shall apply to the Guarantor as
if references therein to the Company were references to the Guarantor.


 


(c)                                      Any notice or
demand which by any provision of the Loan Agreement or the Indenture is
required or permitted to be given or served by the Trustee or by the Holders of
Bonds to or on the Guarantor may be given or served as described in Section 12.08
of the Indenture.


 


(d)                                      Upon any
demand, request or application by the Guarantor to the Trustee to take any
action under the Loan Agreement or the Indenture, the Guarantor shall furnish
to the Trustee such certificates and opinions as are required in the Loan
Agreement or the Indenture as if all references therein to the Company were
references to the Guarantor.


 


Section 2.6.                   No
Waiver or Set-Off.  No act of
commission or omission of any kind or at any time on the part of the Authority
or the Trustee, or their successors and assigns, in respect of any matter
whatsoever shall in any way impair the rights of the Trustee to enforce any
right, power or benefit under this Bond Guarantee, and no set-off,
counterclaim, reduction, or diminution of any obligation, or any defense of any
kind or nature (other than performance by the Guarantor of its obligations
hereunder), which the Guarantor has or may have against the Authority or the
Trustee or any assignee or successor thereof shall be available hereunder to
the Guarantor.


 


Section 2.7.                   Events
of Default.  (a) An
“Event of Default” shall exist if any of the following occurs and is
continuing:


 


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(i)                                     the Guarantor
defaults in any guarantee referred to in (A) Section 2.1(a)(i) hereof
or (B) Section 2.1(a)(ii) hereof and in either case such default
continues for five Business Days from the date such payment was due;


 


(ii)                                  the Guarantor
fails to observe and perform any covenant, condition or agreement (other than
such referred to in Section 2.7(a)(i) hereof) of this Bond Guarantee
and such failure continues for more than 60 days after written notice (which
shall be deemed given upon receipt of registered or certified mailing) of such
failure has been given to the Guarantor by the Trustee;


 


(iii)                               any warranty,
representation or other statement by the Guarantor contained in this Bond
Guarantee is false or misleading in any material respect as of the date made;
or


 


(iv)                              the occurrence
of an “Act of Bankruptcy,” provided that
with respect to the filing of an involuntary petition in bankruptcy or other
commencement of a bankruptcy or similar proceeding against the Guarantor, such
petition or proceeding shall remain undismissed for 90 days.  For purposes of this Section 2.7, “Act
of Bankruptcy” shall mean the commencement of a bankruptcy or similar
proceeding by or against the Guarantor, as debtor, including, but not limited
to, the following:  making a general
assignment for the benefit of creditors, the commencing of a voluntary case
under the Federal Bankruptcy Code or the filing of a petition thereunder,
petitioning or applying to any tribunal for the appointment of a receiver or
any trustee for the Guarantor or a substantial part of the assets of the
Guarantor, commencing any proceeding under any bankruptcy, reorganization,
arrangement, readjustment of debt, dissolution or liquidation law or statute of
any jurisdiction, whether now or hereafter in effect, or the appointment of a
receiver or any trustee for the Guarantor or any substantial part of any of the
properties of the Guarantor.


 


(b)                                      Upon an Event
of Default hereunder or under the Indenture and/or the Loan Agreement, the
Trustee shall have the right to proceed first and directly against the
Guarantor under this Bond Guarantee without resorting to any security held by
the Authority or the Trustee under the Indenture.


 


(c)                                      All moneys
received by the Trustee pursuant to any right given or action taken under the
provisions of this Bond Guarantee shall, after payment of the cost and expenses
of the proceedings resulting in the collection of such moneys and of the
expenses, liabilities and advances incurred or made by the Trustee, be
deposited in the Bond Fund  for the
benefit of the Bondholders and such moneys shall be applied in accordance with
the terms of the Indenture.


 


(d)                                      The Trustee
shall be under no obligation to institute any suit or to take any remedial
action under this Bond Guarantee, or to enter any appearance or in any way defend
in any suit in which it may be made defendant, or to take any steps in the
enforcement of any rights and powers under this Bond Guarantee upon any
default, until it shall be indemnified to its satisfaction by the Bondholders
against any and all liability (including, without limitation,


 


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reasonable
compensation for services, costs and expenses, outlays, and counsel fees and
expenses and other disbursements) not due to its negligence or willful misconduct.


 


Section 2.8.                   Waiver
of Notice; Expenses.  The
Guarantor hereby expressly waives notice from the Trustee or the Bondholders of
their acceptance and reliance on this Bond Guarantee.  The Guarantor agrees to pay all costs,
expenses and fees, including all reasonable attorneys’ fees and expenses which
may be incurred by the Trustee in enforcing or attempting to enforce this Bond
Guarantee or protecting the rights of the Trustee or the Bondholders following
any default on the part of the Guarantor hereunder, whether the same shall be
enforced by suit or otherwise.


 


Section 2.9.                   Assignment;
Dissolution or Merger of the Guarantor.  (i) The Guarantor may assign this Bond
Guarantee to any Person. Except in connection with the release of this Bond
Guarantee pursuant to Section 2.4 hereof, or except as provided in
paragraph (ii) below, no assignment pursuant to the preceding
sentence shall release the Guarantor from any of its obligations hereunder
unless 100% of holders of the Outstanding Bonds shall have provided their
written consent to such release to the Trustee.


 


(ii)                                       Except in
connection with the release of this Bond Guarantee pursuant to Section 2.4
hereof, the Guarantor agrees that during the term hereof it will not dissolve
or otherwise dispose of all or substantially all of its assets and will not
consolidate with or merge into another entity unless the surviving entity or
transferee, as applicable, is a solvent corporation or other entity and,
concurrently with such transaction, irrevocably and unconditionally assumes in
writing, by means of an instrument which is delivered to the Authority and the
Trustee, all of the obligations of the Guarantor herein (unless the Guarantor
is the survivor, in which case no such written assumption shall be required).
Upon any dissolution, disposition, merger or consolidation in accordance with
the preceding sentence, the successor entity formed by such consolidation or
into which the Guarantor is merged or to which such disposition is made shall
succeed to, and be substituted for, and shall exercise every right and power
of, the Guarantor under this Bond Guarantee with the same effect as if such
successor entity had been named as the Guarantor herein. Upon any dissolution
or disposition in accordance with the next preceding sentence where the
Guarantor is not the surviving entity, the Guarantor shall automatically be
released from all of its obligations hereunder.


 


Section 2.10.                    Benefit
and Enforcement.  This Bond
Guarantee shall not be deemed to create any right, or to be in whole or in part
for the benefit of any person other than the Trustee, the Guarantor, the
Bondholders, and their permitted successors and assigns.  This Bond Guarantee is entered into by the
Guarantor for the benefit of the Trustee, the registered owners  from time to time of the Bonds and any
successor Trustee or Trustees under the Indenture and may be enforced by or on
behalf of the registered owners of the Bonds only by the Trustee by such
actions, suits and proceedings, at law or in equity, as it may be advised shall
be necessary or expedient to preserve and protect its interest and the
interests of the Bondholders hereunder. 
However, the Trustee shall proceed to enforce this Bond Guarantee upon
written request of the registered owners of not less than 25% in aggregate
principal amount of the Bonds then Outstanding and upon being indemnified for
its expenses and any liability to be incurred by the Trustee other than
liability arising from its willful misconduct or negligence in connection with
any action so taken. The Trustee shall have all of the rights, privileges,
powers and immunities


 


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afforded
to it under the Indenture in accepting and in acting as Trustee under this Bond
Guarantee.


 


ARTICLE III


 


MISCELLANEOUS


 


Section 3.1.                   Effective
Date; Termination.  The
obligations of the Guarantor hereunder shall arise absolutely and
unconditionally upon the Closing Date. 
This Bond Guarantee shall terminate as set forth in Section 2.4
hereof.


 


Section 3.2.                   Remedies
Not Exclusive.  No remedy
herein conferred upon or reserved to the Trustee is intended to be exclusive of
any other available remedy or remedies, but each and every such remedy shall be
cumulative and shall be in addition to every other remedy given under this Bond
Guarantee or now or hereafter existing at law or in equity.  No delay or omission to exercise any right or
power accruing upon any default, omission or failure of performance hereunder
shall impair any such right or power or shall be construed to be a waiver
thereof, but any such right and power may be exercised from time to time and as
often as may be deemed expedient.  In
order to entitle the Trustee to exercise any remedy reserved to it in this Bond
Guarantee, it shall not be necessary to give any notice.  In the event any provision contained in this
Bond Guarantee should be breached, and thereafter duly waived, such waiver
shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach hereunder.  No waiver,
amendment, release or modification of this Bond Guarantee shall be established
by conduct, custom or course of dealing, but solely by an instrument in writing
duly executed by the parties to this Bond Guarantee.


 


Section 3.3.                   Amendments.  This Bond Guarantee may be amended by the
Guarantor and the Trustee only in accordance with the provisions of the
Indenture.


 


Section 3.4.                   Entire
Agreement; Counterparts.  This
Bond Guarantee constitutes the entire agreement, and supersedes all prior
agreements and understandings, both written and oral, between the parties with
respect to the subject matter hereof and may be executed simultaneously in
several counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same instrument.


 


Section 3.5.                   Severability.  The invalidity or unenforceability of any one
or more phrases, sentences, clauses or sections contained in this Bond
Guarantee shall not affect the validity or enforceability of the remaining
portions of this Bond Guarantee, or any part thereof.


 


SECTION 3.6.                         GOVERNING
LAW.  THIS BOND GUARANTEE SHALL IN
ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF ILLINOIS.  NOTHING CONTAINED IN
THIS SECTION 3.6 SHALL AFFECT THE RIGHT OF ANY PARTY TO COMMENCE ANY
ACTION, SUIT OR PROCEEDING IN CONNECTION WITH ANY CONTROVERSY OR CLAIM ARISING
OUT OF OR RELATING TO THIS BOND GUARANTEE OR ANY ALLEGED BREACH HEREOF IN ANY
COURT OF COMPETENT JURISDICTION.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Bond Guarantee to be
executed in their names and on their behalf and attested by their respective
duly authorized officers as of the date first above written.


 


	
   

  	
  NAVISTAR, INC.,
  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jim
  Moran 

  
	
   

  	
   

  	
  Name: Jim
  Moran 

  
	
   

  	
   

  	
  Title: Vice
  President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITIBANK,
  N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Miriam
  Molinda

  
	
   

  	
   

  	
  Name: Miriam
  Molinda

  
	
   

  	
   

  	
  Title: Its
  Vice President

  



 


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