Exhibit 10.3


 



EXECUTION COPY


 


AMENDMENT NO. 1 TO THE


FIVE YEAR CREDIT AGREEMENT


 



	 	
Dated as of March 1, 2012







 


 


AMENDMENT NO. 1 TO THE FIVE YEAR CREDIT AGREEMENT among TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA KREDITBANK GMBH , a corporation organized under the laws of Germany (“TKG”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA LEASING GMBH, a corporation organized under the laws of Germany (“TLG” and, together with TMFNL, TMCC, TFSUK, TKG, TCPR and TCCI, the “Borrowers”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (each, a “Lender”, and collectively, the “Lenders”) and BNP PARIBAS, as Administrative Agent.


 


PRELIMINARY STATEMENTS:


 


(1)           The Borrowers, the Lenders and the Administrative Agent have entered into a Five Year Credit Agreement dated as of March 1, 2011 (the “Credit Agreement”).  Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.


 


(2)           The Borrowers wish to amend the Credit Agreement as hereinafter set forth.  The Required Lenders are, on the terms and conditions stated below, willing to grant the request of the Borrowers and the Borrowers, the Required Lenders and the Administrative Agent have agreed to amend the Credit Agreement as hereinafter set forth.


 


(3)           The Borrowers have, in accordance with Section 2.13 of the Credit Agreement, requested an extension of the Revolving Maturity Date currently in effect by one year.  The Borrowers have agreed to amend certain of the pricing terms applicable to Consenting Lenders, and have requested that Lenders indicate their willingness to become Consenting Lenders by executing this Amendment.


 


SECTION 1. Amendments to Credit Agreement.  The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 below, hereby amended as follows:


 


(a)           A definition of “2012 Consenting Lender” is added to Section 1.1 in appropriate alphabetical order to read as follows:


 


“2012 Consenting Lender” means each Lender that agrees to become a Consenting Lender in response to the request by the Borrowers, dated January 25, 2012, to extend the Revolving Maturity Date by one year, to March 1, 2017.


 




  





  











  






 


(b)           The definition of “Applicable Minimum/Maximum Rate” in Section 1.1 is amended in full as follows:


 


“Applicable Minimum/Maximum Rate” means, as of any day (a) in respect of all Loans made by Lenders that are not 2012 Consenting Lenders, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:








	
Public Debt Rating


S&P/Moody’s

	
Applicable


Minimum Rate

	
Applicable


Maximum Rate


	
Level 1


At least AA/Aa2

	
 


0.875%

	
 


1.625%


	
Level 2


Less than Level 1 but at least A/A2

	
 


1.000%

	
 


1.750%


	
Level 3


Less than Level 2

	
 


1.125%

	
 


2.000%












 


and (b) in respect of all Loans made by 2012 Consenting Lenders, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:








	
Public Debt Rating


S&P/Moody’s

	
Applicable


Minimum Rate

	
Applicable


Maximum Rate


	
Level 1


At least AA/Aa2

	
 


1.000%

	
 


2.000%


	
Level 2


Less than Level 1 but at least A/A2

	
 


1.250%

	
 


2.250%


	
Level 3


Less than Level 2

	
 


1.500%

	
 


2.500%












 


(c)           The definition of “Regulatory Change” in Section 1.1 is amended in full as follows:


 


“Regulatory Change” shall mean, with respect to any Lender, the introduction of or any change in or in the interpretation of any Law, or such Lender’s compliance therewith.  For the avoidance of doubt, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, are deemed to have been introduced or adopted after the date hereof, regardless of the date enacted, adopted, issued, promulgated or implemented.


 


(d)           Section 6.7 is amended by deleting the phrase “including, without limitation, the refunding of its maturing commercial paper”.


 




  





  











  






 


(e)           The proviso to the definition of “Eligible Assignee” in Section 9.7(i) is amended in full as follows:


 


provided that, notwithstanding the foregoing (x) no Person shall qualify as an Eligible Assignee without the approval of each Swing Line Lender (such approval not to be unreasonably withheld or delayed), (y) “Eligible Assignee” shall not include a Borrower or any of the Borrowers’ Affiliates and (z) “Eligible Assignee” shall not include any Person that is not a regulated lending institution in the United States, Canada, Japan, Australia or the European Union.


 


SECTION 2. Conditions of Effectiveness.  This Amendment shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Amendment executed by each Borrower and the Required Lenders.  This Amendment is subject to the provisions of Section 9.1 of the Credit Agreement.


 


SECTION 3. Representations and Warranties of the Borrowers.  Each Borrower represents and warrants to the Administrative Agent and the Lenders that:


 


(a) The representations and warranties made by such Borrower contained in Article V of the Credit Agreement are true and correct with the same effect as if made on and as of the date of this Amendment, except where such representations and warranties specifically refer to an earlier date in which case they shall be true and correct as of such earlier date and provided that Section 5.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements delivered in accordance with Section 6.1(a) and, in the case of TMCC and TCPR, Section 6.1(b) of the Credit Agreement.


 


(b) No Default with respect to such Borrower exists.


 


SECTION 4. Consent to Extension of Revolving Maturity Date.  Each Lender that desires to become a 2012 Consenting Lender shall so indicate on its signature page to this Amendment, whereupon, subject to the conditions set forth in Section 2.13 of the Credit Agreement, the Revolving Maturity Date for each 2012 Consenting Lender shall be extended to March 1, 2017.


 


SECTION 5. Change of Notice Address.  Each Borrower hereby gives notice that the “Attention” line in each address for notices to Toyota Motor Credit Corporation set forth in Section 9.2 of the Credit Agreement is revised to replace “Marcy Morita, Business Strategy Manager and Jeff Carter, Assistant Global Treasurer’ with “David Johnson, Treasury Manager and Jeff Carter, Assistant Global Treasurer”.  TMFNL hereby gives notice that its address set forth in Section 9.2 of the Credit Agreement is amended in full to read as follows:


 


World Trade Center Amsterdam


Tower H, Level 10, Zuidplein 90


1077 XV Amsterdam


The Netherlands


Attention: Chief Finance Officer


Telephone: 31 20 502 5314


Telefax: 31 20 502 5319


 




  





  











  






 


 


SECTION 6. Reference to and Effect on the Credit Agreement and the Notes.  (a)  On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment, and this Amendment shall be deemed to be a Loan Document.


 


(b) The Credit Agreement and the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.


 


(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement or any other Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any other Loan Document.


 


SECTION 7. Costs and Expenses.  TMCC agrees to pay on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 9.4 of the Credit Agreement.


 


SECTION 8. Execution in Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other elctronic means shall be effective as delivery of a manually executed counterpart of this Amendment.


 


SECTION 9. Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.


 




  





  











  






 


 


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers or representatives thereunto duly authorized, as of the date first above written.


 


 








 



	  	
TOYOTA MOTOR CREDIT CORPORATION


 


 

	  
	  	
By:  

	
  /s/ Wei Shi

	  
	  	
Name:

	
Wei Shi

	  
	  	
Title:

	
Vice President – Treasury, Finance & Analytics

	  
	  	  	  	  
	 	 	 	 
	  	
TOYOTA MOTOR FINANCE (NETHERLANDS) B.V.

	  
	 	 	 
	  	
By:

	
   /s/ Yoriyuki Hirayama

	  
	  	
Name:

	
Yoriyuki Hirayama

	  
	  	
Title:

	
CEO

	  
	 	 	 	 
	  	  	  	  
	  	
TOYOTA FINANCIAL SERVICES (UK) PLC

	  
	 	 	 
	  	
By:

	
   /s/ Raj Jouhal

	  
	  	
Name:

	
Raj Jouhal

	  
	  	
Title:

	
General Counsel

	  
	 	 	 	 
	  	  	  	  
	  	
TOYOTA CREDIT DE PUERTO RICO CORP.

	  
	 	 	 
	  	
By:

	
   /s/ Wei Shi

	  
	  	
Name:

	
Wei Shi

	  
	  	
Title:

	
Vice President – Treasury, Finance & Analytics, Toyota Motor Credit Corporation

	  
	  	  	  	  
	 	 	 	 
	  	
TOYOTA CREDIT CANADA INC.

	  
	 	 	 
	  	
By:  

	
  /s/ Fernando Belfiglio

	  
	  	
Name:

	
Fernando Belfiglio

	  
	  	
Title:

	
Vice President – Finance

	  
	 	 	 	 
	  	  	  	  
	  	
TOYOTA KREDITBANK GMBH

	  
	 	 	 
	  	
By:

	
   /s/Christian Ruben

	  
	  	
Name:

	
Christian Ruben

	  
	  	
Title:

	
Managing Director

	  
	 	 	 	 
	  	
By:

	
   /s/ Joo Ljubica

	  
	  	
Name:

	
Joo Ljubica

	  
	  	
Title:

	
Managing Director

	  



 


 




  





  











  






 


	  	  	  	  
	  	
TOYOTA LEASING GMBH

	  
	 	 	 
	 	 	 
	  	
By:

	
   /s/ C. Ruben

	  
	  	
Name:

	
C. Ruben

	  
	  	
Title:

	
Managing Director

	  
	  	
By:

	
   /s/ W. Jio

	  
	  	
Name:

	
W. Jio

	  
	  	
Title:

	
Managing Director

	  










 
















 


  





  











  























 



	  	
Accepted and agreed:

	  
	 	 	 
	 	 	 
	  	
BNP PARIBAS,

	  
	  	
as Administrative Agent, as a Lender and

	  
	  	
as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:  

	
  /s/ Andrew Strait

	  
	  	
Name:

	
Andrew Strait

	  
	  	
Title:

	
Managing Director

	  
	 	 	 	 
	  	
By:

	
   /s/ Renaud-Franck Falce

	  
	  	
Name:

	
Renaud-Franck Falce

	  
	  	
Title:

	
Managing Director

	  
	  	  	  	  
	  	
BNP PARIBAS (CANADA),

	  
	  	
as Canadian Sub-Agent, as a Lender and

	  
	  	
as a 2012 Consenting Lender

	  
	  	  	  	  
	  	
By:

	
   /s/ Tony Baratta

	  
	  	
Name:

	
Tony Baratta

	  
	  	
Title:

	
Director – Corporate Banking

	  
	  	  	  	  
	  	
By:

	
   /s/ Chris Golding

	  
	  	
Name:

	
Chris Golding

	  
	  	
Title:

	
Director – Corporate Banking

	  




















 







 






 


  





  











  














	  	
CITIBANK, N.A., as

	  
	  	
a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
   /s/ Susan M. Olsen

	  
	  	
Name:

	
Susan M. Olsen

	  
	  	
Title:

	
Vice President

	  
	  	  	  	  
	  	
CITIBANK, N.A., CANADIAN BRANCH,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
   /s/ Niyousha Zarinpour

	  
	  	
Name:

	
Niyousha Zarinpour

	  
	  	
Title:

	
Authorised Signer

	  














 


  





  











  














	  	
BANK OF AMERICA, N.A.,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:  

	
  /s/ Alan H. Roche

	  
	  	
Name:

	
Alan H. Roche

	  
	  	
Title:

	
Managing Director

	  
	  	  	  	  
	  	
BANK OF AMERICA, N.A., CANADIAN BRANCH,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
   /s/ Medina Sales de Andrade

	  
	  	
Name:

	
Medina Sales de Andrade

	  
	  	
Title:

	
Vice President

	  














 


  





  











  














	  	
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	  	  	  	  
	  	
By:  

	
  /s/ Akira Ryu

	  
	  	
Name:

	
Akira Ryu

	  
	  	
Title:

	
Managing Director

	  
	  	  	  	  
	  	
BANK OF TOKYO-MITSUBISHI UFJ

	  
	  	
(CANADA),

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
   /s/ Eijun Hoshiyama

	  
	  	
Name:

	
Eijun Hoshiyama

	  
	  	
Title:

	
Vice President

	  
















  









  





  











  









	  	
HSBC BANK USA, NATIONAL ASSOCIATION,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
   /s/ Christopher Samms

	  
	  	
Name:

	
Christopher Samms

	  
	  	
Title:

	
Senior Vice President, #9426

	  














 


  





  











  









	  	
JP MORGAN CHASE BANK N.A.,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
    /s/ Neha Desai

	  
	  	
Name:

	
Neha Desai

	  
	  	
Title:

	
Vice President

	  














 


  





  











  









	  	
SUMITOMO MITSUI BANKING


CORPORATION,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
 /s/ Takashi Toyoda

	  
	  	
Name:

	
Takashi Toyoda

	  
	  	
Title:

	
Director

	  
	 	 	 	 
	  	
By:

	
 /s/ Konstantinos Karabalis

	  
	  	
Name:

	
Konstantinos Karabalis

	  
	  	
Title:

	
Deputy General Manager

	  
	 	 	 	 
	  	
By:

	
 /s/ Nadine Boudart

	  
	  	
Name:

	
Nadine Boudart

	  
	  	
Title:

	
Assistant Manager

	  
	  	  	  	  
	  	
SUMITOMO MITSUI BANKING


CORPORATION,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
 /s/ Koichi Tanaka

	  
	  	
Name:

	
Koichi Tanaka

	  
	  	
Title:

	
Joint General Manager

	  
	 	 	 	 
	  	
By:

	
 /s/ Yasushi Iwata

	  
	  	
Name:

	
Yasushi Iwata

	  
	  	
Title:

	
Assistant Manager

	  
	  	  	  	  
	  	
Dusseldorf Branch

	  
	  	  	  	  
	 	 	 	 
	  	
SUMITOMO MITSUI BANKING

	  
	  	
CORPORATION OF CANADA,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
 /s/ Yusuke Ono

	  
	  	
Name:

	
Yusuke Ono

	  
	  	
Title:

	
Senior Vice President

	  
	  	  	  	  
	  	
THE SUMITOMO TRUST & BANKING CO.,

	  
	  	
Ltd., NEW YORK BRANCH,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
 /s/ Yuji Kabe

	  
	  	
Name:

	
Yuji Kabe

	  
	  	
Title:

	
Vice President and Manager

	  














 


  





  











  









	  	
ROYAL BANK OF CANADA,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
 /s/ Meredith Majesty

	  
	  	
Name:

	
Meredith Majesty

	  
	  	
Title:

	
Authorized Signatory

	  
	 	 	 	 
	  	
By:

	
 /s/ Matthew Balicki

	  
	  	
Name:

	
Matthew Balicki

	  
	  	
Title:

	
Attorney-in-Fact

	  
	 	 	 	 
	  	
By:

	
 /s/ Michael Ellison

	  
	  	
Name:

	
Michael Ellison

	  
	  	
Title:

	
Managing Director

	  



















 


  





  











  









	  	
DEUTSCHE BANK AG

	  
	  	
NEW YORK BRANCH,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
 /s/ Hans-Josef Thiele

	  
	  	
Name:

	
Hans-Josef Thiele

	  
	  	
Title:

	
Director

	  
	 	 	 	 
	  	
By:

	
 /s/ Ming K. Chu

	  
	  	
Name:

	
Ming K. Chu

	  
	  	
Title:

	
Vice President

	  
	 	 	 	 
	  	  	  	  
	  	
DEUTSCHE BANK AG

	  
	  	
CANADA BRANCH,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
 /s/ Paul M. Jurist

	  
	  	
Name:

	
Paul M. Jurist

	  
	  	
Title:

	
Managing Director & Principal Officer

	  
	 	 	 	 
	  	
By:

	
/s/ Renate Engel

	  
	  	
Name:

	
Renate Engel

	  
	  	
Title:

	
Assistant Vice President

	  









 


  





  











  



















	  	
MIZUHO CORPORATE BANK, LTD., LOS ANGELES BRANCH,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
 /s/ Mitsuyoshi Matsuura

	  
	  	
Name:

	
Mitsuyoshi Matsuura

	  
	  	
Title:

	
Joint General Manager

	  
	  	  	  	  
	  	
MIZUHO CORPORATE BANK, LTD., CANADA BRANCH,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
 /s/ Kazuoki Okuma

	  
	  	
Name:

	
Kazuoki Okuma

	  
	  	
Title:

	
Joint General Manager

	  














 


  





  











  



















	  	
THE ROYAL BANK OF SCOTLAND PLC,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
 /s/ James Welch

	  
	  	
Name:

	
James Welch

	  
	  	
Title:

	
Director

	  



















 


  





  











  



















	  	
BARCLAYS BANK PLC,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
 /s/ Michael Mozer

	  
	  	
Name:

	
Michael Mozer

	  
	  	
Title:

	
Vice President

	  














 


  





  











  














	  	
UBS LOAN FINANCE LLC,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
 /s/ Irja R. Otsa

	  
	  	
Name:

	
Irja R. Otsa

	  
	  	
Title:

	
Associate Director

	  
	 	 	 	 
	  	
By:

	
 /s/ Mary E. Evans

	  
	  	
Name:

	
Mary E. Evans

	  
	  	
Title:

	
Associate Director

	  



















 


  





  











  














	  	
MORGAN STANLEY SENIOR FUNDING INC.,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
 /s/ Michael King

	  
	  	
Name:

	
Michael King

	  
	  	
Title:

	
Vice President

	  
























 


  





  











  














	  	
THE TORONTO DOMINION BANK,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
 /s/ Bebi Yasin

	  
	  	
Name:

	
Bebi Yasin

	  
	  	
Title:

	
Authorized Signatory

	  



















 


  





  











  









	  	
ING BANK N.V. DUBLIN BRANCH,

	  
	  	
as a Lender

	  
	 	 	 
	  	
By:

	
 /s/ Emma Condon

	  
	  	
Name:

	
Emma Condon

	  
	  	
Title:

	
Vice President

	  
	 	 	 	 
	  	
By:

	
 /s/ Sean Hassett

	  
	  	
Name:

	
Sean Hassett

	  
	  	
Title:

	
Director

	  



















 


  





  











  









	  	
BANK OF MONTREAL,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
 /s/ Jean-Jacques van Helten

	  
	  	
Name:

	
Jean-Jacques van Helten

	  
	  	
Title:

	
Managing Director

	  
	 	 	 	 
	  	
By:

	
 /s/ Joe Linder

	  
	  	
Name:

	
Joe Linder

	  
	  	
Title:

	
Vice President, Chicago Branch

	  
	 	 	 	 
	  	
By:

	
 /s/ Jeff Currie

	  
	  	
Name:

	
Jeff Currie

	  
	  	
Title:

	
Vice President

	  



















 


  





  











  









	  	
CIBC INC.,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
 /s/ Dominic Sorresso

	  
	  	
Name:

	
Dominic Sorresso

	  
	  	
Title:

	
Executive Director

	  
	 	 	 	 
	  	
By:

	
 /s/ Eoin Roche

	  
	  	
Name:

	
Eoin Roche

	  
	  	
Title:

	
Executive Director

	  
	  	  	  	  
	  	
CANADIAN IMPERIAL BANK OF COMMERCE,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
 /s/ Sheryl Holmes

	  
	  	
Name:

	
Sheryl Holmes

	  
	  	
Title:

	
Managing Director

	  
	 	 	 	 
	  	
By:

	
 /s/ Geraint Breeze

	  
	  	
Name:

	
Geraint Breeze

	  
	  	
Title:

	
Executive Director

	  




















 




  





  











  









	  	
SOCIETE GENERALE,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
 /s/ Yao Wang

	  
	  	
Name:

	
Yao Wang

	  
	  	
Title:

	
Director

	  














 


  





  











  









	  	
FIFTH THIRD BANK,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
 /s/ Yumiko Tokiwa

	  
	  	
Name:

	
Yumiko Tokiwa

	  
	  	
Title:

	
Vice President

	  
























 


  





  











  









	  	
WELLS FARGO BANK, N.A.,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
 /s/ S. Michael St. Geme

	  
	  	
Name:

	
S. Michael St. Geme

	  
	  	
Title:

	
Managing Director

	  



























  





  











  









	  	
THE BANK OF NEW YORK MELLON,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
 /s/ Robert Besser

	  
	  	
Name:

	
Robert Besser

	  
	  	
Title:

	
Managing Director

	  



























  





  











  






 



	  	
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
 /s/ Peter Wesemeier

	  
	  	
Name:

	
Peter Wesemeier

	  
	  	
Title:

	
Vice President

	  
	 	 	 	 
	  	
By:

	
 /s/ Raquel Pellegrino

	  
	  	
Name:

	
Raquel Pellegrino

	  
	  	
Title:

	
Assistant Vice President

	  
































  





  











  









	  	
MITSUBISHI UFJ TRUST AND BANKING CORPORATION,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
 /s/ Tomoyuki Nagano

	  
	  	
Name:

	
Tomoyuki Nagano

	  
	  	
Title:

	
Senior Vice President

	  
























 


  





  











  









	  	
INTESA SANPAOLO S.P.A., NEW YORK BRANCH,

	  
	  	
as a Lender and as a 2012 Consenting Lender

	  
	 	 	 
	  	
By:

	
 /s/ Sergio Maggioni

	  
	  	
Name:

	
Sergio Maggioni

	  
	  	
Title:

	
Head of Business and FVP

	  
	 	 	 	 
	  	
By:

	
 /s/ Cristina Cignoli

	  
	  	
Name:

	
Cristina Cignoli

	  
	  	
Title:

	
AVP