exh_1035d.htm


Exhibit 10.35(d)







FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT







THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 3, 2014 (this “Amendment”) is by and among STEINER U.S. HOLDINGS, INC., a Florida corporation (the “Borrower”), the several banks and other financial institutions and lenders signatory hereto (each a “Lender” and collectively, the “Lenders”) and SUNTRUST BANK, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).


 


W I T N E S S E T H:


 


WHEREAS, the Borrower, the Lenders and the Administrative Agent, are parties to that certain Amended and Restated Credit Agreement dated as of November 1, 2011 (as amended prior to the date hereof and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);


 


WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent amend Section 7.5 of the Credit Agreement on the terms and conditions set forth herein; and


 


WHEREAS, the Lenders and the Administrative Agent are willing to amend the Credit Agreement on the terms and conditions set forth herein.


 


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereto agree as follows:


 


Section 1.  Definitions.  Except as otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement.


 


Section 2.  Specific Amendment to Credit Agreement.


 


(a) The reference to “the Third Amendment Effective Date” in Section 7.5 of the Credit Agreement, Restricted Payments,  is hereby amended to read “the date of effectiveness of that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of June 3, 2014, among the Borrower, the Administrative Agent and the Lenders party thereto” and clause (c) thereof is hereby amended and restated in its entirety to read as follows:


 


“(c) after January 1, 2013, repurchases and redemptions of the Parent’s and its Subsidiaries’ Capital Stock and cash dividends payable by the Parent on its Capital Stock; provided, that (x) the aggregate amount of such Restricted Payments in the form of Capital Stock repurchases made by the Parent and/or its Subsidiaries and cash dividends payable by the Parent on its Capital Stock does not exceed (i) $35,000,000 for any Fiscal Year other than Fiscal Year 2014 and (ii) $75,000,000 for Fiscal Year 2014, and (y) the Parent and its Subsidiaries are in pro forma compliance (after giving effect to such Restricted Payments) with the financial covenants set forth in ARTICLE VI;”


 




  





  











  






Section 3.  Representations and Warranties.  The Borrower hereby represents and warrants as follows:


 


(a)           at the time of and immediately after giving effect to this Amendment, (i) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects on and as of the date of this Amendment, in each case before and after giving effect thereto, except to the extent made as of a specific date (in which case such representations and warranties shall be true and correct in all material respects as of such date); provided that, to the extent that any of the representations and warranties of a Loan Party set forth in the Loan Documents is already qualified by materiality or “Material Adverse Effect”, then the qualifier “in all material respects” in this clause (a) shall not apply and (ii) no Default or Event of Default exists or will exist;


 


(b)           the execution, delivery and performance by each Loan Party of this Amendment, and the performance by the Borrower of the Credit Agreement, as amended by this Amendment, are within the Borrower’s and such Loan Party’s organizational powers and have been duly authorized by all necessary organizational, and if required, shareholder, partner or member, action and (i) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority or any other Person, except those as have been obtained or made and are in full force and effect; (ii) will not violate any Requirements of Law applicable to the Parent or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority; (iii) will not violate or result in a default under any indenture, Material Contract or other material instrument binding on the Parent or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Parent or any of its Subsidiaries; and (iv) will not result in the creation or imposition of any Lien on any asset of the Parent or any of its Subsidiaries, except Liens (if any) created under the Loan Documents;


 


(c)           this Amendment has been duly executed and delivered by each of the Loan Parties, and constitutes the valid and binding obligations of such Loan Party, enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;


 


(d)           the execution, delivery, performance and effectiveness of this Amendment will not: (i) impair the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all of the applicable Obligations, whether heretofore or hereafter incurred, and (ii) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens; and


 


(e)           each Subsidiary that is required to be a Subsidiary Loan Party pursuant to the terms of the Credit Agreement is listed on the signature pages hereto.


 


Section 4.  Conditions Precedent.  This Amendment shall be effective upon the satisfaction of each the following conditions precedent in a manner acceptable to the Administrative Agent:


 




  





-2-











  






(a)           the Administrative Agent shall have received this Amendment, duly executed and delivered by the Parent, the Borrower, the Subsidiary Loan Parties, the Required Lenders and the Administrative Agent; and


 


(b)           the Administrative Agent shall have received such other information, documents, instruments or approvals as the Administrative Agent or its counsel may reasonably request.


 


Section 5.  Reference to and Effect on the Loan Documents.


 


(a)  Upon the effectiveness of this Amendment, on and after the date hereof, 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 other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall in each case mean and be a reference to the Credit Agreement as amended hereby.


 


(b)  Except as specifically amended above, the Credit Agreement and all other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  No Loan Party has any knowledge of any challenge to the Administrative Agent’s or any Lender’s claims arising under the Loan Documents or the effectiveness of the Loan Documents.


 


(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 the Administrative Agent or any Lender under the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.


 


(d)  Nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any of the other Loan Documents, or constitute a course of conduct or dealing among the parties.  The Administrative Agent and the Lenders reserve all rights, privileges and remedies under the Loan Documents and require strict compliance with the terms of the Credit Agreement and the other Loan Documents.


 


(e)  Nothing in this Amendment is intended, or shall be construed, to constitute a novation or an accord and satisfaction of any of the Obligations or to modify, affect or impair the perfection, priority or continuation of the security interests in, security titles to or other Liens on any collateral (including the Collateral) securing the Obligations.


 


Section 6.  Release.  In consideration of the amendments contained herein, each of the Loan Parties hereby waives and releases the Lenders, the Administrative Agent, the Swing Line Lender and the Issuing Bank from any and all claims and defenses, known or unknown, existing on the date hereof with respect to the Credit Agreement and the other Loan Documents and the transactions contemplated thereby.


 


Section 7.  Further Assurances.  The Borrower agrees to take all further actions and execute such other documents and instruments as the Administrative Agent may from time to time reasonably request to carry out the transactions contemplated by this Amendment, the Loan Documents and all other agreements executed and delivered in connection herewith.


 




  





-3-











  






Section 8.  Costs and Expenses.  The Borrower agrees to pay on demand all reasonable, out-of-pocket costs and expenses in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees, charges and disbursements of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder and thereunder.


 


Section 9.  Governing Law.  This Amendment shall be governed by and construed in accordance with the laws (without giving effect to the conflict of law principles thereof) of the State of New York.


 


Section 10.  Loan Document.  This Amendment shall be deemed to be a Loan Document for all purposes.


 


Section 11.  Affirmation of Guaranty.  By executing this Amendment, each of the Parent and the Subsidiary Loan Parties hereby acknowledges, consents and agrees that all of its obligations and liabilities under the Guaranty and Security Agreement remain in full force and effect, and that the execution and delivery of this Amendment and any and all documents executed in connection herewith shall not alter, amend, reduce or modify its obligations and liability under the Guaranty and Security Agreement or any of the other Loan Documents to which it is a party.


 


Section 12.  Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.  Delivery of an executed counterpart to this Amendment by facsimile or other electronic method of transmission shall be as effective as delivery of a manually executed counterpart hereof.


 


Section 13.  Authority of Administrative Agent.  Each Lender authorizes the Administrative Agent to accept delivery of this Amendment and any of the other Loan Documents on such Lender's behalf.


 


[Signature Pages Follow]














  





-4-











  






IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to Amended and Restated Credit Agreement to be duly executed as of the date first above written.







 



	
BORROWER:

	
STEINER U.S. HOLDINGS, INC.


	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	
Stephen Lazarus


	 	 	Title:	
Senior Vice President and


	 	 	 	
Chief Financial Officer







 


 


 


 


 




  





  











  







	PARENT: 	STEINER LEISURE LIMITED
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	
Stephen Lazarus


	 	 	Title:	
Executive Vice President and


	 	 	 	
Chief Financial Officer


	 	 	 	 
	 	 	 	 
	
SUBSIDIARY LOAN

	 	 	 
	PARTIES:	STEINER TRANSOCEAN LIMITED
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	
Stephen Lazarus


	 	 	Title:	
Executive Vice President and


	 	 	 	
Chief Financial Officer


	 	 	 	 
	 	 	 	 
	 	
MANDARA SPA (CRUISE II), L.L.C.


	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	
Stephen Lazarus


	 	 	Title:	

Senior Vice President and




	 	 	 	
Chief Financial Officer





 


 






  





  











  





	 	
MANDARA SPA (BAHAMAS) LTD.


	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	
Stephen Lazarus


	 	 	Title:	
Executive Vice President and


	 	 	 	
Chief Financial Officer


	 	 	 	 
	 	 	 	 
	 	
STEINER SPA LIMITED


	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	
Stephen Lazarus


	 	 	Title:	
Executive Vice President and


	 	 	 	
Chief Financial Officer


	 	 	 	 
	 	 	 	 
	 	
MANDARA SPA LLC


	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	
Stephen Lazarus


	 	 	Title:	
Senior Vice President and


	 	 	 	
Chief Financial Officer


	 	 	 	 
	 	 	 	 
	 	
COSMETICS LIMITED


	 	 	 	 
	 	 	 	 
	 	By:	/s/ Youlanda Deveaux
	 	 	Name:	
Youlanda Deveaux


	 	 	Title:	
Vice President







 


 






  





  











  





	 	
STEINER SPA ASIA LIMITED


	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	
Stephen Lazarus


	 	 	Title:	
Executive Vice President and


	 	 	 	
Chief Financial Officer


	 	 	 	 
	 	 	 	 
	 	
STEINER EDUCATION GROUP, INC.


	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	
Stephen Lazarus


	 	 	Title:	Senior Vice President and
	 	 	 	
Chief Financial Officer


	 	 	 	 
	 	 	 	 
	 	
MID-ATLANTIC MASSAGE THERAPY, INC.


	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	
Stephen Lazarus


	 	 	Title:	Chief Operating Officer and
	 	 	 	
Chief Financial Officer


	 	 	 	 
	 	 	 	 
	 	
FCNH, INC.


	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	
Stephen Lazarus


	 	 	Title:	Chief Operating Officer and
	 	 	 	
Chief Financial Officer







 


 






  





  











  





	 	
STEINER BEAUTY PRODUCTS, INC.


	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	/s/ Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	
Chief Financial Officer


	 	 	 	 
	 	 	 	 
	 	
STEINER MANAGEMENT SERVICES, LLC


	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	
Chief Financial Officer


	 	 	 	 
	 	 	 	 
	 	
ELEMIS LIMITED


	 	 	 	 
	 	 	 	 
	 	By:	/s/ Leonard Fluxman
	 	 	Name:	Leonard Fluxman
	 	 	Title:	Managing Director
	 	 	 	 
	 	 	 	 
	 	
STEINER TRAINING LIMITED


	 	 	 	 
	 	 	 	 
	 	By:	/s/ Leonard Fluxman
	 	 	Name:	Leonard Fluxman
	 	 	Title:	Managing Director





 


 






  





  











  





	 	
BLISS WORLD HOLDINGS, INC.


	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus 
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Executive Vice President and
	 	 	 	
Chief Financial Officer


	 	 	 	 
	 	 	 	 
	 	
BLISS WORLD LLC


	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Executive Vice President and
	 	 	 	
Chief Financial Officer


	 	 	 	 
	 	 	 	 
	 	
IDEAL IMAGE DEVELOPMENT, INC.


	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	
IDEAL IMAGE OF NEVADA, LLC


	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	Chief Financial Officer



 






 




  





  











  







	 	


IDEAL IMAGE OF IDAHO, LLC




	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus 
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	
Chief Financial Officer


	 	 	 	 
	 	 	 	 
	 	


IDEAL IMAGE OF UTAH, LLC




	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	
Chief Financial Officer


	 	 	 	 
	 	 	 	 
	 	


IDEAL IMAGE DEVELOPMENT CORPORATION




	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	


IDEAL IMAGE OF TENNESSEE, LLC




	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	Chief Financial Officer







 




  





  











  








	 	




IDEAL IMAGE OF OKLAHOMA, LLC






	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus 
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	
Chief Financial Officer


	 	 	 	 
	 	 	 	 
	 	




IDEAL IMAGE OF WISCONSIN, LLC






	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	
Chief Financial Officer


	 	 	 	 
	 	 	 	 
	 	




IDEAL IMAGE OF TEXAS, LLC






	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	




I.I. COSMETIC INSTITUTE, INC.






	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	Chief Financial Officer







 


 




  





  











  







	 	






IDEAL IMAGE OF FLORIDA, LLC








	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus 
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	
Chief Financial Officer


	 	 	 	 
	 	 	 	 
	 	






IDEAL OF NORTH CAROLINA, LLC








	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	
Chief Financial Officer


	 	 	 	 
	 	 	 	 
	 	






IDEAL IMAGE OF GEORGIA (JV2), LLC








	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	






IDEAL IMAGE OF ARIZONA, LLC








	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	Chief Financial Officer





 


 




  





  











  








	 	








IDEAL IMAGE OF MISSOURI, LLC










	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus 
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	
Chief Financial Officer


	 	 	 	 
	 	 	 	 
	 	








IDEAL IMAGE OF MARYLAND, LLC










	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	
Chief Financial Officer


	 	 	 	 
	 	 	 	 
	 	








IDEAL IMAGE OF NEW MEXICO, LLC










	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	








IDEAL IMAGE OF INDIANA, LLC










	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	Chief Financial Officer







 


 




  





  











  







	 	










IDEAL IMAGE OF MINNESOTA, LLC












	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus 
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	
Chief Financial Officer


	 	 	 	 
	 	 	 	 
	 	










IDEAL IMAGE OF OREGON, LLC












	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	
Chief Financial Officer


	 	 	 	 
	 	 	 	 
	 	










IDEAL IMAGE OF WASHINGTON, LLC












	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	










IDEAL IMAGE OF VIRGINIA, LLC












	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	Chief Financial Officer










  





  











  







	 	












IDEAL IMAGE OF KENTUCKY, LLC














	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus 
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	
Chief Financial Officer


	 	 	 	 
	 	 	 	 
	 	












IDEAL VENTURES, INC.














	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	
Chief Financial Officer


	 	 	 	 
	 	 	 	 
	 	












IDEAL VENTURES OF ARIZONA, INC.














	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	












SEG CORT LLC














	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Lazarus
	 	 	Name:	Stephen Lazarus
	 	 	Title:	Senior Vice President and
	 	 	 	Chief Financial Officer








 




  





  











  








	 	 
	


ADMINISTRATIVE AGENT AND


LENDERS:



	
SUNTRUST BANK, as Administrative Agent, as Issuing Bank, as Swingline Lender and as a Lender


	 	 	 	 
	 	 	 	 
	 	By:	/s/ Martin E. Sapp
	 	 	Name:	
Martin E. Sapp


	 	 	Title:	
First Vice President









 


 


 


 




  





  











  






	


 



	


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




	 	 	 	 
	 	 	 	 
	 	By:	/s/ David Gutierrez
	 	 	Name:	
David Gutierrez


	 	 	Title:	
Senior Vice President









 




 


 


 


 




  





  











  





	 	




WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender






	 	 	 	 
	 	 	 	 
	 	By:	/s/ Gregory Roll
	 	 	Name:	
Gregory Roll


	 	 	Title:	
Senior Vice President







 




 


 


 


 




  





  











  





	 	






REGIONS BANK, as a Lender








	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Hanas
	 	 	Name:	
Stephen Hanas


	 	 	Title:	
Senior Vice President







 




 


 


 









  





  











  





	 	






CITY NATIONAL BANK OF FLORIDA, as a Lender








	 	 	 	 
	 	 	 	 
	 	By:	/s/ John Costa
	 	 	Name:	
John Costa


	 	 	Title:	
Senior Vice President







 




 


 


 









  





  











  





	 	






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








	 	 	 	 
	 	 	 	 
	 	By:	/s/ Antje Focke
	 	 	Name:	
Antje Focke


	 	 	Title:	
Senior Underwriter







 




 






















[End of Signatures]