Exhibit 10.2b




 





 


 


BOND GUARANTEE


 


 


From


 


 


NAVISTAR, INC., 

as Guarantor


 


 


To


 


 


CITIBANK, N.A.

as Trustee


 


 


Dated as of October 1, 2010


 


 


$90,000,000 

The County of Cook, Illinois

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.


 


W I T N E S S E T H :


 


WHEREAS,
The County of Cook, Illinois, a home rule unit under Section 6(a) of
Article VII of the 1970 Constitution of the State of Illinois (the “Issuer”), intends to issue its Recovery Zone Facility
Revenue Bonds (Navistar International Corporation Project) Series 2010 in
the aggregate principal amount of $90,000,000 (the “Bonds”)
under and pursuant to an Indenture of Trust, dated as of October 1, 2010
(the “Indenture”), from the Issuer 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 renovation, expansion and equipping of the
existing office and manufacturing plant of the Guarantor, a subsidiary of
Navistar International Corporation (the “Company”),
including, but not limited to, space and facilities to be used for research,
development and project testing;


 


WHEREAS,
the Company will make payments under the Loan Agreement, dated as of October 1,
2010 (the “Loan Agreement”), between the Issuer
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 Issuer 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 Issuer,
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 Issuer, 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 Issuer,
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 Issuer.  None of the Issuer, 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 Issuer 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 Issuer or the
Trustee or any assignee or successor thereof shall be available hereunder to
the Guarantor.


 


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


 


(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 Issuer 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


 


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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, 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 Issuer 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


 


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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 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


 


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CLAIM
ARISING OUT OF OR RELATING TO THIS BOND GUARANTEE OR ANY ALLEGED BREACH HEREOF
IN ANY COURT OF COMPETENT JURISDICTION.


 


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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