Exhibit 10.2


 


Execution Version


 




 


FIRST AMENDMENT TO THE GUARANTEE AGREEMENT AND


THE MULTIPLE DRAW TERM CREDIT AGREEMENT


 


among


 


SFOG ACQUISITION A, INC.,


 


SFOG ACQUISITION B, L.L.C.,


 


SFOT ACQUISITION I, INC.,


 


SFOT ACQUISITION II, INC.,


 


SIX FLAGS ENTERTAINMENT CORPORATION (FORMERLY KNOWN AS SIX FLAGS, INC.),


 


SIX FLAGS OPERATIONS INC.,


 


SIX FLAGS THEME PARKS INC., and


 


 


EACH OF THE OTHER GUARANTORS SIGNATORY HERETO,


 


and


 


TW-SF LLC,


as Lender


 





 

















 


FIRST AMENDMENT


 


FIRST
AMENDMENT, dated as of December 3, 2010 (this “Amendment”), to (i) the
Guarantee Agreement, dated as of April 30, 2010 (the “Guarantee
Agreement”), among Six Flags Entertainment Corporation, a Delaware
corporation, Six Flags Operations Inc., a Delaware corporation, Six Flags Theme
Parks Inc., a Delaware corporation, each of the other signatories thereto, and
TW-SF LLC, as lender (the “Lender”), and (ii) the Multiple Draw
Term Credit Agreement, dated as of April 30, 2010 (the “Credit
Agreement”), among SFOG Acquisition A, Inc., a Delaware corporation,
SFOG Acquisition B, L.L.C., a Delaware limited liability company, SFOT
Acquisition I, Inc., a Delaware corporation, and SFOT Acquisition II, Inc.,
a Delaware corporation, and the Lender.


 


W  I  T  N  E 
S  S  E  T  H


 


WHEREAS,
pursuant to the Credit Agreement, the Lender has agreed to make certain loans
and other extensions of credit to the Borrowers.


 


WHEREAS, on the date hereof,
the Guarantors are entering into that certain First Amendment (the “First
Lien Amendment”) to the First Lien Credit Agreement, dated as of April 30,
2010, among Parent, Holdings, and SFTP, as borrower, certain of its
subsidiaries named therein, the lenders party thereto and JPMorgan Chase Bank,
N.A., as administrative agent, in the original principal amount of $890,000,000,
which First Lien Amendment provides, among other things, for the replacement
and refinancing of outstanding Tranche B Term Loans with new loans under the
amended Tranche B Term Loan Facility.


 


WHEREAS, in connection with
the First Lien Amendment, the Borrowers and the Guarantors have requested that
the Guarantee Agreement and the Credit Agreement be amended to, among other
things, effect certain changes to the definitions, financial and negative
covenants, in each case on the terms set forth below.


 


WHEREAS,
the Lender is willing to agree to this Amendment on the terms set forth herein.


 


NOW,
THEREFORE, in consideration of the premises and mutual covenants contained
herein, the parties hereto agree as follows:


 


SECTION 1.  Defined
Terms.  Capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the Guarantee
Agreement.


 


SECTION 2.  Amendments
to Section 1 of the Guarantee Agreement.


 


(a)  Section 1(b) of
the Guarantee Agreement is hereby amended as of the Amendment Effective Date by
amending the definition of “Cap Amount” by replacing “$1.03” where it appears
therein with “$1.15”.


 


(b)  Section 1(b) of
the Guarantee Agreement is hereby further amended as of the Amendment Effective
Date by amending the definition of “Consolidated Interest Expense” by inserting
the phrase “, but excluding any Indebtedness under the Credit Agreement”
immediately after the phrase “during such period” where it appears in the
second parenthetical phrase therein”.


 

















 


SECTION 3.  Amendments
to Section 12 of the Guarantee Agreement.


 


(a)  Section 12(e)(iii)(L) of
the Guarantee Agreement is hereby amended as of the Amendment Effective Date by
replacing such clause with the following:


 


“(L) Dispositions
related to Recovery Events (without giving effect to the dollar threshold set
forth in the definition thereof)”.


 


(b)  Section 12(f)(v) of
the Guarantee Agreement is hereby further amended as of the Amendment Effective
Date by (i) inserting “Parent,” immediately before the phrase “SFTP and
Holdings” in the first line thereof, (ii) replacing “Sections 12(a) and
12(b)” where it appears in clause (x) thereof with “Sections 9.1 and 9.2
in the Six Flags First Lien Credit Agreement (as in effect on December 3,
2010, after giving effect to the First Amendment thereto dated as of December 3,
2010, and without giving effect to any waiver thereof by the lenders party
thereto)”, (iii) replacing the word “and” where it appears immediately
before clause (y) with “,”, (iv) replacing “$11,500,000” where it
appears in clause (A) thereof with “$10,000,000”, (v) replacing “$23,000,000”
where it appears in clause (B) thereof with “$20,000,000”, (vi) replacing
“$34,500,000” where it appears in clause (C) thereof with “$30,000,000”, (vii) replacing
“$46,000,000” where it appears in clause (D) thereof with “$40,000,000,
and (viii) inserting the following new clause (z) immediately after
clause (y) thereof:


 


“
and (z) no Restricted Payments may be made directly or indirectly by
Parent (A) if any Loans are outstanding under the Credit Agreement or (B) in
the event that no Loans are outstanding under the Credit Agreement, in an
aggregate amount (including any Restricted Payments pursuant to Section 12(f)(xi))
in excess of $5,000,000 during the period from March 15 to and including May 17
of each fiscal year during the Availability Period (such period, the “Put
Period”) unless prior to the making of such Restricted Payment(s) Parent
has deposited an amount equal to the aggregate amount of such Restricted
Payment(s) made or declared to be paid during such Put Period in excess of
$5,000,000 into an account subject to escrow arrangements reasonably
satisfactory to the Lender, which amount shall be distributed or applied
(together with any interest, earnings or other distributions thereon), to
satisfy in whole or in part the aggregate obligations of the Borrowers to
purchase Units in such fiscal year pursuant to the applicable Liquidity
Puts.  If any amounts remain after
purchase of the Units required by the prior sentence, such amounts will be
distributed to Parent or any of its Subsidiaries (as directed by Parent) at the
end of the Put Period for such fiscal year”.


 


(c)  Section 12(f) of
the Guarantee Agreement is hereby further amended as of the Amendment Effective
Date by (i) replacing the period at the end of clause (x) thereof
with “; and” and (ii) inserting the following new clause (xi) immediately
after clause (x) thereof:


 


“(xi) 
Each of Parent, SFTP and Holdings may make additional Restricted Payments
during any fiscal year of SFTP commencing with the fiscal year ending December 31,
2011 (i) up to an amount equal to 50% of that portion of Excess Cash Flow
(as defined in the Six Flags First Lien Credit Agreement) in respect of the
prior fiscal year not applied to prepay Tranche B Term Loans pursuant to Section 5.5(c) of
the Six Flags First Lien Credit Agreement if the Senior Secured Leverage Ratio
is greater than or equal to 3.00 to 1.00 or (ii) up to an amount equal to
100% of that portion of Excess Cash Flow in respect of the prior fiscal year
not applied to prepay Tranche B Term Loans pursuant to Section 5.5(c) of
the Six Flags First Lien Credit Agreement if the Senior Secured Leverage Ratio
is less than 3.00 to 1.00; provided that no Restricted Payments may be
made directly or indirectly by Parent (A) if any Loans are outstanding
under the Credit Agreement or (B) in the event that no Loans are
outstanding under the Credit Agreement, in an aggregate amount (including any
Restricted Payments pursuant to Section 12(f)(v)) in excess of $5,000,000
during the Put Period unless Parent is otherwise in compliance with the
requirements of clause (B) of Section 12(f)(v)(z).”.


 


2

















 


SECTION 4.  Amendments
to Section 1.1 of the Credit Agreement.


 


(a)  Section 1.1
of the Credit Agreement is hereby amended as of the Amendment Effective Date by
amending the definition of “Availability Period” by (i) adding the
following immediately prior to “the occurrence” where it appears in subclause (c) thereof:


 


“except
for the transactions effected by the First Amendment to the Six Flags First
Lien Credit Agreement dated as of December 3, 2010,”.


 


(ii) deleting
the word “or” immediately prior to clause (c) thereof and (iii) inserting
the following new clause (d) immediately after clause (c) thereof:


 


“or
(d) the delivery by the Borrowers to the Lender of a written notice of the
termination of the Commitment, which termination shall be irrevocable”.


 


(b)  Section 1.1
of the Credit Agreement is hereby further amended as of the Amendment Effective
Date by adding the following new definition of “Commitment Fee” in appropriate
alphabetical order:


 


““Commitment
Fee”: as defined in Section 3.7.”.


 


(c)  Section 1.1
of the Credit Agreement is hereby further amended as of the Amendment Effective
Date by amending the definition of “Excess Proceeds” by replacing the subclause
(ii) thereof with the following new subclause (ii):


 


“(ii) the
amount of any interest and fees paid or payable in accordance with Sections 3.4
and 3.7 hereof,”.


 


(d)  
Section 1.1 of the Credit Agreement is hereby further amended as of the
Amendment Effective Date by amending the definition of “Loan Parties” by
inserting the following proviso immediately before the period at the end
thereof:


 


“;
provided that any such Person shall cease to be a Loan Party at the time
such Person ceases to exist or is Disposed of to a non-Loan Party, in each
case, to the extent permitted by this Agreement and the Guarantee Agreement”.


 


SECTION 5.  Amendments
to Section 3 of the Credit Agreement.


 


(a)  Section 3.1(a) of
the Credit Agreement is hereby amended as of the Amendment Effective Date by
adding “fees and” immediately preceding the word “principal” where it appears
in the first sentence thereof.


 


(b)  Section 3.3(c) of
the Credit Agreement is hereby further amended as of the Amendment Effective
Date by replacing it with the following:


 


“(c)         Amounts to be applied in connection
with prepayments made pursuant to this Section 3.3 shall be applied, first,
to accrued and unpaid Expenses payable under Section 9.5, second,
to accrued and unpaid Commitment Fees payable under Section 3.7, third,
to accrued and unpaid interest on the Loans that has not been capitalized, and last,
to the outstanding principal amount of the Loans in direct order of maturity.”.


 


(c)  Section 3.4(c) of
the Credit Agreement is hereby further amended as of the Amendment Effective
Date by (i) inserting the phrase “, fees and other amounts owing hereunder”
after 


 


3

















 


the phrase “outstanding
Loans” where it appears in the first line therein and (ii) replacing “such
date of payment” where it appears in the first parenthetical thereof with “the
date such payment is due”.


 


(d)           Section 3.6 of the Credit
Agreement is hereby further amended as of the Amendment Effective Date by
inserting the following as new subclause (c):


 


“(c)         Amounts to be applied from Partnership
Distributions on each Interest Payment Date shall be applied first, to
accrued and unpaid Expenses payable under Section 9.5, second, to
accrued and unpaid Commitment Fees, third, to accrued and unpaid
interest on the Loans that has not previously been capitalized and fourth,
the outstanding principal amount of the Loans in direct order of maturity.”.


 


(e)  Section 3
of the Credit Agreement is hereby further amended as of the Amendment Effective
Date by inserting the following new Section 3.7 in proper numerical order:


 


“3.7         The Borrowers agree to pay to the
Lender a commitment fee (the “Commitment Fee”) for the period from and
including December 3, 2010 to the last day of the Availability Period,
computed at 0.50% per annum on the average daily amount of the Maximum
Commitment Amount of the Lender during the period for which the Commitment Fee
is accruing, payable in arrears on each Interest Payment Date, commencing with
the Interest Payment Date occurring in July 2011 and ending on first
Interest Payment Date occurring after the last day of the Availability Period
(although it is agreed that no Commitment Fee shall accrue from and after the
last day of the Availability Period); provided that if on any Interest
Payment Date, Partnership Distributions have not been sufficient to pay all
amounts owing under this Section 3.7, all of the accrued and unpaid Commitment
Fees (after application of cash from the Partnership Distributions) on such
Interest Payment Date shall be paid in kind by capitalizing such Commitment
Fees by adding it to the principal amount of the Loan with the nearest Maturity
Date and, if no Loans are outstanding, the amount of such Commitment Fees shall
be deemed to be a Loan for all purposes under this Agreement and the Guarantee
Agreement that matures on the next Interest Payment Date on which cash from
Partnership Distributions shall be sufficient to pay all amounts owing
hereunder, which Loan shall accrue interest during the period it is outstanding
as set forth in Section 3.4 above.”


 


SECTION 2.  Amendment
to Section 9.2 of the Credit Agreement. Section 9.2 of the Credit
Agreement is hereby amended as of the Amendment Effective Date by replacing the
notice information set forth therein with respect to the Borrowers, Parent and
Holdings with the following:


 


	
  The
  Borrowers:

  	
   

  	
  SFOG
  Acquisition A, Inc.

  SFOG Acquisition B, L.L.C.

  SFOT Acquisition I, Inc.

  SFOT Acquisition II, Inc.

  c/o Lord/SPV

  48 Wall Street, 27th Floor 

  New York, New York 10005

  Facsimile: (212) 346-9012

  
	
   

  	
   

  	
   

  
	
  with
  a copy to:

  	
   

  	
  c/o
  Six Flags Entertainment 

  Corporation (formerly known as Six 

  Flags, Inc.)

  924 Avenue J East,

  Grand Prairie, Texas 75050

  Attention: General Counsel

  Facsimile: 972-595-5192

  



 


4

















 


	
  Parent
  or Holdings:

  	
   

  	
  c/o
  Six Flags Operations Inc.

  924 Avenue J East,

  Grand Prairie, Texas 75050

  Attention: Chief Financial Officer

  Telecopy: 212-354-3089

  Electronic Mail: jmDuffey@sftp.com

  Telephone: 972-595-5106

  
	
   

  	
   

  	
   

  
	
  with
  a copy to:

  	
   

  	
  Six
  Flags Operations Inc.

  924 Avenue J East,

  Grand Prairie, Texas 75050

  Attention: General Counsel

  Telecopy: 212-354-3089

  Electronic Mail: lBalk@sftp.com

  Telephone: 972-595-5192

  



 


SECTION 6.  Conditions
to Effectiveness of Amendment.  This Amendment shall become effective on the
date on which the following conditions precedent have been satisfied or waived
(the “Amendment Effective Date”):


 


(a)  Amendment
Documentation.  The Lender shall have
received a counterpart of this Amendment, executed and delivered by a duly
authorized officer of the Guarantors and the Lender.


 


(b)  Consent
Fee and Expense Reimbursement.  The
Lender shall have received a consent fee equal to $3,000,000, payable in cash
upon satisfaction of all of the conditions precedent to the effectiveness of
this Amendment (other than the conditions set forth in this Section 6(b)).   The Lender shall have been reimbursed for
all reasonable out-of-pocket costs and expenses (including reasonable fees and
disbursements of counsel) incurred in connection with this Amendment.


 


(c)  First
Amendment to Six Flags First Lien Credit Agreement.  The Parent, Holdings and SFTP, JPMorgan Chase
Bank, N.A., as administrative agent, and the Required Lenders (as defined in
the Six Flags First Lien Credit Agreement) shall have entered into the First
Lien Amendment, in the form attached as Exhibit A hereto, and the
conditions precedent set forth in Section 12 thereof shall have been
satisfied.


 


(d)  Prepayment
of the Second Lien Term Loans and Existing Tranche B Term Loans.  The Lender shall have received evidence
satisfactory to it that all amounts owed and outstanding in connection with the
Second Lien Term Loans (as defined in the Six Flags Second Lien Credit
Agreement), including all accrued interest thereon, and all amounts owed and
outstanding to existing lenders of the Tranche B Term Loans in connection with
existing Tranche B Term Loans that are not being continued as new Tranche B
Term Loans pursuant to the Six Flags First Lien Credit Agreement, including all
accrued interest thereon and all accrued interest on the other existing Tranche
B Term Loans, shall have been paid in full in cash or arrangements satisfactory
to the administrative agent under the Six Flags First Lien Credit Agreement
have been made therefor.


 


(e)  Closing
Certificates.  The Lender shall have
received a certificate of each Loan Party, dated the Amendment Effective Date,
substantially in the form of Exhibit B hereto, with appropriate insertions
and attachments.


 


5
















 


SECTION 7.  Representations
and Warranties.  The
Borrowers and the Guarantors hereby represent and warrant that (a) each of
the representations and warranties made by any Loan Party in or pursuant to the
Loan Documents shall be, after giving effect to this Amendment, true and
correct in all material respects (except for the representation and warranty
set forth in Section 4.10 of the Credit Agreement, which shall be true and
correct in all respects) as if made on and as of the Amendment Effective Date,
except to the extent such representations and warranties expressly relate to an
earlier time, in which case such representations and warranties were true and
correct in all material respects as of such earlier time; provided that,
to the extent any such representation and warranty is already qualified by
materiality or by reference to material adverse effect, such representation
shall be true and correct in all respects; provided  further that,
each reference to the Guarantee Agreement and Credit Agreement, as applicable,
therein shall be deemed to be a reference to the Guarantee Agreement and the
Credit Agreement after giving effect to this Amendment and (b) after
giving effect to this Amendment, no Default or Event of Default shall have
occurred and be continuing.


 


SECTION 8.  Notice.  The Lender acknowledges that the First Lien
Amendment attached as Exhibit A hereto satisfies the notice required to be
provided by the Guarantors under Section 11(b)(ii) of the Guarantee
Agreement with respect to the amendments contained in such First Lien
Amendment.


 


SECTION 9.  Effects
on Credit Documents.  Except as
specifically amended herein, all Loan Documents shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed.  The execution, delivery and effectiveness of
this Amendment shall not operate as a waiver of any right, power or remedy of
the Lender under any of the Loan Documents, nor constitute a waiver of any
provision of the Loan Documents.


 


SECTION 10.  GOVERNING
LAW; WAIVER OF JURY TRIAL.  THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES ] UNDER THIS AMENDMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.  EACH PARTY
HERETO HEREBY AGREES AS SET FORTH FURTHER IN SECTION 23 (SUBMISSION TO
JURISDICTION; WAIVERS) AND SECTION 25 (WAIVERS OF JURY TRIAL) OF THE
GUARANTEE AGREEMENT AS IF EACH SUCH SECTION WAS SET FORTH IN FULL HEREIN.


 


SECTION 11.  Amendments;
Execution in Counterparts.  This
Amendment shall not constitute an amendment of any other provision of the
Guarantee Agreement or the Credit Agreement not referred to herein and shall
not be construed as a waiver or consent to any further or future action on the
part of the Loan Parties that would require a waiver or consent of the
Lender.  Except as expressly amended
hereby, the provisions of the Guarantee Agreement and the Credit Agreement are
and shall remain in full force and effect. 
This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, including by means of
facsimile or electronic transmission, each of which when so executed and
delivered shall be an original, but all of which shall together constitute one
and the same instrument.


 


[Remainder of page intentionally left blank]


 


6

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective proper and duly authorized officers
as of the day and year first above written.


 


 


	
   

  	
  SIX
  FLAGS ENTERTAINMENT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  John M. Duffey

  
	
   

  	
  Name:
  

  	
  John
  M. Duffey

  
	
   

  	
  Title:
  Executive Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIX
  FLAGS OPERATIONS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  John M. Duffey

  
	
   

  	
  Name:
  

  	
  John
  M. Duffey

  
	
   

  	
  Title:
  Executive Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIX
  FLAGS THEME PARKS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John M. Duffey

  
	
   

  	
  Name:
  

  	
  John
  M. Duffey

  
	
   

  	
  Title:
  Executive Vice President and Chief Financial Officer

  
								



 

















 


	
   

  	
  FIESTA TEXAS, INC.

  
	
   

  	
  FUNTIME, INC.

  FUNTIME
  PARKS, INC.

  GREAT
  AMERICA, LLC

  GREAT
  ESCAPE HOLDING INC.

  HURRICANE
  HARBOR GP LLC

  HURRICANE
  HARBOR LP LLC

  KKI,
  LLC

  MAGIC
  MOUNTAIN LLC

  PARK
  MANAGEMENT CORP.

  PREMIER
  INTERNATIONAL HOLDINGS INC.

  PREMIER
  PARKS HOLDINGS INC.

  PREMIER
  PARKS OF COLORADO INC.

  RIVERSIDE
  PARKS ENTERPRISES, INC.

  SF
  HWP MANAGEMENT LLC

  SFJ
  MANAGEMENT INC.

  SIX
  FLAGS AMERICA PROPERTY CORPORATION

  SIX
  FLAGS GREAT ADVENTURE LLC

  SIX
  FLAGS SERVICES, INC.

  SIX
  FLAGS SERVICES OF ILLINOIS, INC.

  SIX
  FLAGS ST. LOUIS LLC

  SOUTH
  STREET HOLDINGS LLC

  STUART
  AMUSEMENT COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Danielle J. Bernthal

  
	
   

  	
  Name:
  

  	
  Danielle
  J. Bernthal

  
	
   

  	
  Title:
  Assistant Vice President and Assistant Secretary

  
				



 

















 


	
   

  	
  HURRICANE
  HARBOR LP

  
	
   

  	
   

  
	
   

  	
  By:     HURRICANE
  HARBOR GP, LLC, its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  

  	
  /s/
  Danielle J. Bernthal

  
	
   

  	
   

  	
  Name:
  

  	
  Danielle
  J. Bernthal

  
	
   

  	
   

  	
  Title:
  Assistant Vice President and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SIX
  FLAGS AMERICA LP

  
	
   

  	
   

  
	
   

  	
  By:     FUNTIME
  INC., its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Danielle J. Bernthal

  
	
   

  	
   

  	
  Name:
  

  	
  Danielle
  J. Bernthal

  
	
   

  	
   

  	
  Title:
  Assistant Vice President and Assistant Secretary

  
	
   

  	
   

  
	
   

  	
  SIX
  FLAGS GREAT ESCAPE L.P.

  
	
   

  	
  GREAT
  ESCAPE THEME PARK L.P.

  
	
   

  	
  GREAT
  ESCAPE RIDES L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GREAT
  ESCAPE HOLDING INC., their General

  
	
   

  	
   

  	
  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  

  	
  /s/
  Danielle J. Bernthal

  
	
   

  	
   

  	
  Name:
  

  	
  Danielle
  J. Bernthal

  
	
   

  	
   

  	
  Title:
  Assistant Vice President and Assistant Secretary

  
										



 

















 


	
   

  	
  SFOG
  ACQUISITION A, INC.

  SFOG
  ACQUISITION B, L.L.C.

  SFOT
  ACQUISITION I, INC.

  SFOT
  ACQUISITION II, INC.

   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Danielle J. Bernthal

  
	
   

  	
  Name:
  

  	
  Danielle
  J. Bernthal

  
	
   

  	
  Title:
  Assistant Vice President and Assistant Secretary

  
				



 

















 


	
   

  	
  TW-SF
  LLC, as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Edward B. Ruggiero

  
	
   

  	
  Name:
  

  	
  Edward
  B. Ruggiero

  
	
   

  	
  Title:
  Senior Vice President & Treasurer