exv10w22



 





EXHIBIT 10.22




EXECUTION VERSION





AMENDMENT NO. 9 dated as of April 2, 2007 to the Amended and
Restated Credit, Security, Guaranty and Pledge Agreement dated as
of December 15, 2003 among Lions Gate Entertainment Corp. and
Lions Gate Entertainment Inc. (together, the
“Borrowers”), the Guarantors named therein, the Lenders
referred to therein, JPMorgan Chase Bank, National Association
(formerly known as JPMorgan Chase Bank), as Administrative Agent
and as Issuing Bank for the Lenders (the “Agent”),
JPMorgan Chase Bank, National Association Toronto Branch
(formerly known as JPMorgan Chase Bank, Toronto Branch) as
Canadian Agent, Bank of America, N.A. (as successor by merger to
Fleet National Bank) , as Co-Syndication Agent and BNP Paribas,
as Co-Syndication Agent (as the same may be amended, supplemented
or otherwise modified, the “Credit Agreement”).



INTRODUCTORY STATEMENT




     The Lenders have made available to the Borrowers a credit facility pursuant to the terms of
the Credit Agreement.



     The Lenders and the Agent have agreed to amend the Credit Agreement, all on the terms and
subject to the conditions herein set forth.



     Therefore, the parties hereto hereby agree as follows:



     Section 1. Defined Terms. Capitalized terms used herein and not otherwise defined
herein shall have the meaning given them in the Credit Agreement.



     Section 2. Amendments to the Credit Agreement. Subject to the satisfaction of the
conditions precedent set forth in Section 3 hereof, the Credit Agreement is hereby amended as of
December 31, 2006 as follows:



     (A) Article 1 of the Credit Agreement is hereby amended to insert the following definitions in
their appropriate alphabetical sequence:



 









 





     “‘LGFF Slate Transaction’ shall mean the transactions involving the entity to be
created under the name LG Film Finance I, LLC (“FilmCo”), or such other name as the
Borrowers shall advise the Administrative Agent, on substantially the terms set forth in that
certain December 2006 Confidential Information Memorandum issued by Goldman Sachs Credit Partners
L.P. (the “Goldman Confidential Information Memorandum”).”



     “*****”



     “*****”



     (B) Article 1 is hereby further amended by replacing the definitions of “Fractional Aircraft
Interest” and “Unrestricted Subsidiary” contained therein in their entirety with the following,
respectively:




“‘Fractional Aircraft Interest’ shall mean a fractional interest in an
executive jet aircraft and/or a single purpose trust formed solely to hold such
interest with an acquisition cost for such aircraft or such trust which may not
exceed US$5,000,000.”




“‘Unrestricted Subsidiary’ shall mean each Subsidiary of LGEC listed in
Schedule 3.7(d) and any other Subsidiary of LGEC which is (i) acquired without the
use of any of the proceeds from either the Term Loans or the Revolving Credit Loans
or the issuance of any other Indebtedness and (ii) designated by the Borrowers as an
Unrestricted Subsidiary in a written notice to the Administrative Agent;
provided, however, that (A) after giving effect to such designation,
no Default or Event of Default shall be continuing at the time of such designation
or on a pro forma basis as of the most recent date for which a compliance
certificate has been delivered pursuant to Section 5.1(a) hereof and (B) the
Borrowers may elect that any Unrestricted Subsidiary no longer remain an
Unrestricted Subsidiary by providing written notice thereof to the Administrative
Agent along with an Instrument of Assumption and Joinder executed by such former
Unrestricted Subsidiary, appropriate UCC-1 financing statements, certificates
representing all Pledged Securities owned by such former Unrestricted Subsidiary
together with an undated stock power executed in blank, corporate documents to the
extent set forth in Section 4.1(a) and, upon request, written opinions of counsel
(which may be an employee of, or counsel for, a Credit Party) in form and substance
reasonably satisfactory to the Administrative Agent; provided,
further, that after giving effect to such election, no Default or Event of
Default shall be continuing at the time of such election or on a pro forma basis as
of the most recent date for which a compliance certificate has been delivered
pursuant to Section 5.1(a) hereof.



     (C) Section 6.1(c) of the Credit Agreement is hereby amended by replacing “US$2,500,000” with
“US$5,000,000”.



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     (D) Section 6.2 of the Credit Agreement is hereby amended by (i) replacing “US$2,500,000” with
“US$5,000,000” in subsection (d) and (ii) removing “and” at the end of subsection (u),
redesignating the existing subsection “(v)” as subsection “(y)” and inserting the following
directly before such subsection (y):



          “(v) *****




          (w) Liens granted by Lions Gate Films Inc. to secure its payment and performance obligations
to FilmCo in connection with the LGFF Slate Transaction; provided, however, that
FilmCo has entered into an intercreditor agreement with the Administrative Agent reasonably
satisfactory to the Administrative Agent in all respects;




          (x) Liens to secure payment and performance obligations of a Credit Party in connection with
a revenue participation purchase agreement or similar arrangement for third-party investments in
Product produced, acquired or distributed by such Credit Party; provided, however,
that (A) each such revenue participation or other investment arrangement is on terms satisfactory
to the Administrative Agent and (B) each such investment has entered into an intercreditor
agreement with the Administrative Agent reasonably satisfactory to the Administrative Agent in all
respects;”




     (E) Section 6.3 of the Credit Agreement is hereby amended by removing “and” before clause (x)
and inserting, immediately following clause (x), clause (xi):



          “(xi) Guarantees of the obligations of Special Purpose Producers under collective bargaining
agreements with guilds and/or unions relating to the provision of services related to the
production of items of Product.”




     (F) Clauses (xv), (xvii) and (xviii) of Section 6.4 of the Credit Agreement are hereby amended
in their entirety to read as follows:



          “(xv) after January 1, 2007, other Investments not to exceed US$3,000,000 in the aggregate
outstanding at any one time;




          (xvii) after January 1, 2007, Investments in an amount not to exceed US$15,000,000 in the
aggregate outstanding at any one time made by issuing new capital stock or by using the proceeds of
such newly issued capital stock;




          (xviii) Investments in connection with acquisitions permitted under Section 6.7(b) hereof;”




     (G) Section 6.4 of the Credit Agreement is further amended by deleting the word “and”
immediately before clause (xxi) and inserting, immediately following clause (xxi), clauses (xxii),
(xxiii), (xxiv) and (xxv) as follows:



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          “(xxii) the acquisition of the Fractional Aircraft Interest;




          (xxiii) the acquisition of membership interests in FilmCo pursuant to the LGFF Slate
Transaction;




          (xxiv) *****; and




          (xxv) *****”




     (H) Section 6.7(a) of the Credit Agreement is hereby amended by deleting the word “and”
immediately before clause (vii) and inserting, immediately following clause (vii), clauses (viii),
(ix) and (x) as follows:



          “(viii) the sale of Product to FilmCo as part of the LGFF Slate Transaction, (ix) the sale
of membership interests in FilmCo to LGEI and Pride Pictures LLC as part of the LGFF Slate
Transaction, and (x) *****.”




     (I) Section 6.7(b) of the Credit Agreement is hereby amended in its entirety to read as
follows:



          “(b) After January 1, 2007, purchase or otherwise acquire any film or television library or
all or substantially all of the stock or assets of any Person (each such purchase or acquisition,
an “Acquisition”), other than Acquisitions in an amount not to exceed US$100,000,000 in the
aggregate, provided that, such acquisitions (w) are within the scope of permitted business
activities set forth in Section 6.13 hereof, (x) are in Subsidiaries that are 100% controlled by
one or more Credit Party; provided, however, that up to 20% of the equity interest
in any such entity may be retained by previous investors, (y) no Default or Event of Default shall
be continuing after giving effect on a pro forma basis to any such acquisition as demonstrated by a
certificate from an Authorized Officer in form and substance reasonably satisfactory to the
Administrative Agent and attaching supporting schedules demonstrating in reasonable detail such
compliance and (z) such newly acquired Subsidiary becomes a Guarantor hereunder in accordance with
Section 6.32 hereof; provided, however, that such Subsidiary need not become a
Guarantor if such Subsidiary is or will be acquired without the use of any of the proceeds from the
Loans or any other Indebtedness and is designated as an Unrestricted Subsidiary in accordance with
the definition thereof.”





	 	(J)	 	Section 6.12 of the Credit Agreement is hereby amended by inserting “(i)” after
the word “than” in the fourth line thereof and inserting the following clauses (ii) and
(iii) after “Artisan”:




4









 











          “(ii) the transactions contemplated by the LGFF Slate Transaction, and (iii) *****”




     (K) Section 6.15 of the Credit Agreement is hereby amended in its entirety to read as follows:



          “Overhead Expense. Permit the sum of all aggregate allocated and unallocated overhead
expenses (other than all charges related to any stock appreciation rights and other variable stock
option or award plans issued by the Borrowers) of LGEC and its Consolidated Subsidiaries in any
fiscal year to exceed US$90,000,000 for the fiscal year ending March 31, 2007, and thereafter, 110%
of the maximum amount permitted for the immediately preceding fiscal year;”




     (L) Section 6.25 of the Credit Agreement is hereby amended by replacing the provision
contained therein in its entirety with the phrase “Intentionally Omitted.”.



     (M) Section 12.1(b)(viii) is hereby amended by inserting the words “Section 6.2(v) and Section
6.2(x)” immediately after the words “Section 6.2(f)”.



     (N) Schedule 3.7(d) of the Credit Agreement is hereby amended by adding the following
Unrestricted Subsidiaries to the appropriate section of Schedule 3.7(d): LG Film Finance I, LLC (or
such other entity established as “FilmCo” in connection with the LGFF Transaction).



     (O) The Credit Agreement is further amended by adding a new Schedule 1.6 in the form attached
to this Amendment.



     Section 3. Conditions to Effectiveness. The effectiveness of this Amendment is
subject to the satisfaction of all of the following conditions precedent:



     (A) the receipt by the Agent of counterparts of this Amendment which, when taken together,
bear the signatures of the Borrowers, each Guarantor, the Agent and all Lenders;



     (B) the receipt by the Administrative Agent of all fees as set forth in Section 5 of this
Amendment;



     (C) the payment of all fees and expenses (including, without limitation, fees and
disbursements of counsel and consultants retained by the Agent) due and payable by any Credit Party
to the Agent and/or the Lenders; and



     (D) all legal matters incident to this Amendment shall be satisfactory to Morgan, Lewis &
Bockius LLP, counsel for the Agent.



     Section 4. Representations and Warranties. Each Credit Party represents and warrants
that:



     (A) after giving effect to this Amendment, the representations and warranties contained in the
Credit Agreement are true and correct in all material respects on and as of the



5









 







date hereof as if such representations and warranties had been made on and as of the date
hereof (except to the extent that any such representations and warranties specifically relate to an
earlier date);



     (B) after giving effect to this Amendment, no Event of Default or Default will have occurred
and be continuing on and as of the date hereof.



     Section 5. Fees. The Borrowers agree to pay the Administrative Agent for the account
of each of the Lenders who executes this Agreement by the close of business on April 12, 2007, a
fee equal to 0.125% of the aggregate Commitment of each such Lender under the Credit Agreement.



     Section 6. Lender Authorization. The Lenders hereby authorize and direct the
Administrative Agent to enter into an intercreditor agreement with FilmCo and certain Credit
Parties in connection with the LGFF Slate Transaction substantially in the form attached hereto as
Exhibit Q.



     Section 7. Further Assurances. At any time and from time to time, upon the Agent’s
request and at the sole expense of the Credit Parties, each Credit Party will promptly and duly
execute and deliver any and all further instruments and documents and take such further action as
the Agent reasonably deems necessary to effect the purposes of this Amendment.



     Section 8. Fundamental Documents. This Amendment is designated a Fundamental Document
by the Agent.



     Section 9. Full Force and Effect. Except as expressly amended hereby, the Credit
Agreement and the other Fundamental Documents shall continue in full force and effect in accordance
with the provisions thereof on the date hereof. As used in the Credit Agreement, the terms
“Agreement”, “this Agreement”, “herein”, “hereafter”, “hereto”, “hereof”, and words of similar
import, shall, unless the context otherwise requires, mean the Credit Agreement as amended by this
Amendment.



     Section 10. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     Section 11. Counterparts. This Amendment may be executed in two or more counterparts,
each of which shall constitute an original, but all of which when taken together shall constitute
but one instrument.



     Section 12. Expenses. The Borrowers agree to pay all out-of-pocket expenses incurred
by the Agent in connection with the preparation, execution and delivery of this Amendment,
including, but not limited to, the reasonable fees and disbursements of counsel for the Agent.



     Section 13. Headings. The headings of this Amendment are for the purposes of
reference only and shall not affect the construction of or be taken into consideration in
interpreting this Amendment.



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[Signature Pages to Follow]




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     IN WITNESS WHEREOF, the parties hereby have caused this Amendment to be duly executed as of
the date first written above:



	 	 	 	 	 	 
	 	BORROWERS (in their capacities both as 

Borrowers and as Guarantors):


LIONS GATE ENTERTAINMENT CORP.

 	 
	 	By:  	/s/ WAYNE LEVIN
 	 
	 	 	Name:  	Wayne Levin 	 
	 	 	Title:  	General Counsel & EVP 	 
	 
	 	LIONS GATE ENTERTAINMENT INC.

 	 
	 	By:  	/s/ WAYNE LEVIN
 	 
	 	 	Name:  	Wayne Levin 	 
	 	 	Title:  	General Counsel 	 
	 
	 	 	 	 	 	 
	 	Executed as a Deed by

REDBUS FILM DISTRIBUTION

LIMITED by

 	)
)
)

	 	/s/ STEVE BEEKS
 	 
	 	Steve Beeks 	 
	 	(Director) and 	 
	 
	 	 	 
	 	                                              /s/ WAYNE LEVIN
 	 
	 	Wayne Levin 	 
	 	(Director/Secretary) 	 
	 
	 	GUARANTORS:



3 WISE GUYS PRODUCTIONS INC.

AM PSYCHO PRODUCTIONS, INC.

ATTRACTION PRODUCTIONS LLC

BLUE PRODUCTIONS INC.

CINEPIX ANIMATION INC./ANIMATION

     CINEPIX INC.

CINEPIX FILMS INC./FILMS CINEPIX INC.

CONFIDENCE PRODUCTIONS, INC.

CUT PRODUCTIONS INC.

DEAD ZONE PRODUCTION CORP.



8









 





	 	 	 	 	 
	 	DEVILS REJECTS, INC.

FINAL CUT PRODUCTIONS CORP.

FIVE DAYS PRODUCTIONS CORP.

FRAILTY PRODUCTIONS, INC.

GC FILMS, INC.

HIGH CONCEPT PRODUCTIONS INC.

HYPERCUBE PRODUCTIONS CORP.

KING OF THE WORLD PRODUCTIONS LLC

LC PRODUCTIONS CORP.

LG PICTURES INC.

LIONS GATE FILMS CORP.

LIONS GATE FILMS DEVELOPMENT CORP.

LIONS GATE FILMS INC.

LIONS GATE FILMS PRODUCTIONS
     CORP./PRODUCTIONS FILMS

     LIONS GATE S.A.R.F.

LIONS GATE MUSIC CORP.

LIONS GATE RECORDS, INC.

LIONS GATE STUDIO MANAGEMENT LTD.

LIONS GATE TELEVISION

     DEVELOPMENT LLC

LIONS GATE TELEVISION INC.

LUCKY 7 PRODUCTIONS CORP.

MOTHER PRODUCTIONS CORP.

NGC FILMS, INC.

PLANETARY PRODUCTIONS, LLC

PROFILER PRODUCTIONS CORP.

PSYCHO PRODUCTIONS SERVICES CORP.

SCARLETT, LLC

TERRESTRIAL PRODUCTIONS CORP.

WEEDS PRODUCTIONS INC.

WILDFIRE PRODUCTIONS INC.

WRITERS ON THE WAVE

3F SERVICES, INC.

ALL ABOUT US PRODUCTIONS INC.

ARIMA INC.

ARTISAN ENTERTAINMENT INC.

ARTISAN FILMED PRODUCTIONS, INC.

ARTISAN HOME ENTERTAINMENT INC.

ARTISAN MUSIC INC.

ARTISAN PICTURES INC.

ARTISAN RELEASING INC.

ARTISAN TELEVISION INC.

BD OPTICAL MEDIA, INC.

BL DISTRIBUTION CORP.

CAVE PRODUCTIONS, INC.



9









 





	 	 	 	 	 	 
	 	DJM SERVICES, INC.

DRESDEN FILES PRODUCTIONS I CORP.

EMPLOYEE PRODUCTIONS, INC.

FHCL, LLC

FILM HOLDINGS CO.

FUSION PRODUCTIONS, INC.

HIDDEN PALMS PRODUCTIONS, INC.

INVISIBLE CASTING INC.

LANDSCAPE ENTERTAINMENT CORP.

LG HORROR CHANNEL HOLDINGS, LLC

LOVESPRING PRODUCTIONS INC.

MOTEL MAN PRODUCTIONS INC.

PALM SPRINGS PRODUCTIONS INC.

POST PRODUCTION, INC.

PUNISHER PRODUCTIONS, INC.

SCREENING ROOM, INC.

SILENT DEVELOPMENT CORP.

TOUCH PRODUCTIONS CORP.

VESTRON INC.

WILDFIRE 3 PRODUCTIONS INC.

WILDFIRE 4 PRODUCTIONS INC.

 	 
	 	By:  	/s/ WAYNE LEVIN
 	 
	 	 	Name:  	Wayne Levin 	 
	 	 	Title:  	General Counsel 	 
	 
	 	BLAIR WITCH FILM PARTNERS LTD.	 
	 	By:  	Artisan Filmed Productions Inc.
 	 
	 	Its: 	General Partner 	 
	 	 	 	 
	 	By:  	                                              /s/ WAYNE LEVIN
 	 
	 	 	Name:  	Wayne Levin 	 
	 	 	Title:  	General Counsel 	 
	 
	 	Executed as a Deed by

REDBUS PICTURES LIMITED by

 	)
)
 
	 	/s/ STEVE BEEKS
 	 
	 	Steve Beeks 	 
	 	(Director) and 	 
	 
	 	 	 
	 	                                              /s/ WAYNE LEVIN
 	 
	 	Wayne Levin 	 
	 	(Director/Secretary) 	 



10









 






	 	 	 	 	 	 
	 	(Director/Secretary)


Executed as a Deed by

REDBUS HOME ENTERTAINMENT

LIMITED by

 	
)
)
) 
	 	/s/ STEVE BEEKS
 	 
	 	Steve Beeks 	 
	 	(Director) and 	 
	 
	 	 	 
	 	                                              /s/ WAYNE LEVIN
 	 
	 	Wayne Levin 	 
	 	(Director/Secretary) 	 
	 
	 	LENDERS:


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, (formerly
known as JPMorgan Chase Bank), individually and as
Administrative Agent

 	 
	 	By:  	/s/ CHRISTA THOMAS
 	 
	 	 	Name:  	Christa Thomas 	 
	 	 	Title:  	Managing Director
 
	 	 	Address:  	131 South Dearborn Street, 6th Floor

Chicago, Illinois 60603-5506	 
	 	 	Attention: 	Stephen C. Price

	 	 	Facsimile:  	(312) 325-3239 



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	 	BANK LEUMI USA

 	 
	 	By:  	/s/ JACQUES V. DELVOYE
 	 
	 	 	Name:  	Jacques V. Delvoye 	 
	 	 	Title:  	First Vice President
 	 
	 	 	Address:  	8383 Wilshire Blvd., #400

Beverly Hills, CA 90211 	 
	 	 	Attention: 	 	 
	 	 	Facsimile:  	(323) 966-4250	 
	 
	 	BNP PARIBAS

 	 
	 	By:  	/s/ FREDERIQUE MERHAUT
 	 
	 	 	Name:  	Frederique Merhaut 	 
	 	 	Title:  	Managing Director
 	 
	 	 	Address:  	 	 
	 	 	Attention: 	 	 
	 	 	Facsimile:  	 	 
	 
	 	 	 
	 	By:  	                                              /s/ CHARLES C. JOU
 	 
	 	 	Name:  	Charles C. Jou 	 
	 	 	Title:  	Vice President 	 
	 	 	Address:  	 	 
	 	 	Attention: 	 	 
	 	 	Facsimile:  	 	 
	 
	 	CITY NATIONAL BANK

 	 
	 	By:  	/s/ NORMAN E. STARR
 	 
	 	 	Name:  	Norman E. Starr 	 
	 	 	Title:  	Senior Vice President 	 
	 	 	Address:  	 	 
	 	 	Attention: 	 	 
	 	 	Facsimile:  	 	 



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	 	BANK OF AMERICA, N.A. (as successor by merger to

Fleet National Bank)

 	 
	 	By:  	/s/ DANIEL M. TIMMONS
 	 
	 	 	Name:  	Daniel M. Timmons 	 
	 	 	Title:  	Vice President 	 
	 	 	Address:  	 	 
	 	 	Attention: 	 	 
	 	 	Facsimile:  	 	 
	 
	 	ISRAEL DISCOUNT BANK OF NEW YORK

 	 
	 	By:  	/s/ DAVID A. ACOSTA
 	 
	 	 	Name:  	David A. Acosta 	 
	 	 	Title:  	First Vice President 	 
	 	 	Address:  	 	 
	 	 	Attention: 	 	 
	 	 	Facsimile:  	 	 
	 
	 	 	 
	 	By:  	                                              /s/ MICHAEL PAUL
 	 
	 	 	Name:  	Michael Paul 	 
	 	 	Title:  	Assistant Vice President 	 
	 	 	Address:  	 	 
	 	 	Attention: 	 	 
	 	 	Facsimile:  	 	 
	 
	 	MANUFACTURERS BANK

 	 
	 	By:  	/s/ MAUREEN KELLY
 	 
	 	 	Name:  	Maureen Kelly 	 
	 	 	Title:  	Vice President 	 
	 	 	Address:  	515 S. Figueroa St.

Los Angeles, CA 90071	 
	 	 	Attention: 	 	 
	 	 	Facsimile:  	 	 



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	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ JOAN F. STIGLIANO
 	 
	 	 	Name:  	Joan F. Stigliano 	 
	 	 	Title:  	Senior Vice President
 	 
	 	 	Address:  	 	 
	 	 	Attention: 	 	 
	 	 	Facsimile:  	 	 
	 
	 	SOCIETE GENERALE

 	 
	 	By:  	/s/ ELAINE KHALIL
 	 
	 	 	Name:  	Elaine Khalil 	 
	 	 	Title:  	Managing Director 	 
	 	 	Address:  	1221 Avenue of the Americas,

New York, NY 10020 	 
	 	 	Attention: 	Elaine Khalil 	 
	 	 	Facsimile:  	(212) 278-6146 	 
	 
	 	THE LEWIS HORWITZ ORGANIZATION, a division of

Imperial Capital Bank

 	 
	 	By:  	/s/ DAVE HUTH
 	 
	 	 	Name:  	Dave Huth 	 
	 	 	Title:  	Vice President
 	 
	 	 	Address:  	1840 Century Park East,

Los Angeles, CA 90067 	 
	 	 	Attention: 	D. Huth
	 
	 	 	Facsimile:  	 	 
	 
	 	UNION BANK OF CALIFORNIA, N.A.

 	 
	 	By:  	/s/ LAWRENCE ENDO
 	 
	 	 	Name:  	Lawrence Endo 	 
	 	 	Title:  	Assistant Vice President
 	 
	 	 	Address:  	445 S. Figueroa St. 16th Floor

Los Angeles, CA 90071	 
	 	 	Attention: 	Lawrence Endo	 
	 	 	Facsimile:  	(213) 236-5747 	 



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	 	WESTLB AG (formerly Westdeutsche Landesbank

Girozentrale), NEW YORK BRANCH

 	 
	 	By:  	/s/ SALVATORE BATTINELLI
 	 
	 	 	Name:  	Salvatore Battinelli 	 
	 	 	Title:  	Managing Director
 	 
	 	 	Address:  	 	 
	 	 	Attention: 	 	 
	 	 	Facsimile:  	 	 
	 
	 	 	 
	 	By:  	                                              /s/ LOREN GERSON
 	 
	 	 	Name:  	Loren Gerson 	 
	 	 	Title:  	Associate Director
 	 
	 	 	Address:  	 	 
	 	 	Attention: 	 	 
	 	 	Facsimile:  	 	 
	 
	 	THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By:  	/s/ ALASTAIR TYLER
 	 
	 	 	Name:  	Alastair Tyler 	 
	 	 	Title:  	Authorized Signatory
 	 
	 	 	Address:  	135 Bishopsgate, London 	 
	 	 	Attention: 	 	 
	 	 	Facsimile:  	 	 
	 
	 	GRAYSON & CO.	 
	 	By 	Boston Management and Research

as Investment Advisor

 	 
	 	By:  	/s/ MICHAEL B. BOTTHOF
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President
 	 
	 	 	Address:  	 	 
	 	 	Attention: 	 	 
	 	 	Facsimile:  	 	 
	 




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