UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of Earliest Event Reported)
March 1, 2017
 
AmTrust Financial Services, Inc.
(Exact name of registrant as specified in its charter)


Delaware
 
001-33143
 
04-3106389
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)


59 Maiden Lane, 43 rd  Floor, New York, New York
10038
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code
(212) 220-7120

 
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.133-4 (c))







Item 1.01
Entry into a Material Definitive Agreement.

Amendment to JPMorgan Credit Agreement

Effective March 1, 2017, AmTrust Financial Services, Inc. (the “Company”) entered into Amendment No. 8 (the “Amendment”) to its Credit Agreement dated September 12, 2014, with JPMorgan Chase Bank, N.A., as Administrative Agent, KeyBank National Association and SunTrust Bank, as Co-Syndication Agents, Lloyds Bank PLC and Associated Bank, as Co-Documentation Agents, and the various institutions party thereto as lenders (as amended from time to time, the “Credit Agreement”).

The Amendment expands the restrictive covenant related to unsecured indebtedness to increase the permitted amount of such indebtedness from $200 million to $350 million. In addition, the Amendment revises the definition of Consolidated Total Debt to provide that the aggregate amount of permitted indebtedness incurred by one or more Company subsidiaries as an account party in respect of letters of credit in excess of $250 million that is guaranteed by the Company in reliance on the expanded unsecured indebtedness covenant will be considered Consolidated Total Debt and, therefore, included in the calculation of the Company’s consolidated leverage ratio.

Amendment to Funds at Lloyd's Facility

Effective March 1, 2017, the Company (as Guarantor) and five of its wholly-owned subsidiaries, AmTrust International Insurance, Ltd. (as Account Party), AmTrust Corporate Capital Limited, AmTrust Corporate Member Limited, AmTrust Corporate Member Two Limited and ANV Corporate Name Limited (as Corporate Members) entered into a Second Amendment Agreement (the “FAL Amendment”) to its £515 million credit facility agreement with ING Bank, N.V., London Branch, The Bank of Nova Scotia, London Branch and Bank of Montreal, London Branch (as amended from time to time, the “Lloyd's Agreement”).

The FAL Amendment implements the same changes to the Lloyd's Agreement as the Amendment discussed above.

Certain of the lenders for both facilities and their affiliates have provided, from time to time, and may continue to provide, investment banking, commercial banking, financial and other services to the Company, including letters of credit, depository and account processing services, for which the Company has paid and intends to pay customary fees.

The description of the Amendment and the FAL Amendment are qualified in their entirety by reference to the full text of the Amendment and the FAL Amendment, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01
Exhibits.

(d)
Exhibits.

Exhibit No.
 
Description
 
 
 
10.1
 
Amendment No. 8, dated March 1, 2017, to the Credit Agreement, dated September 12, 2014, among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the various institutions party thereto as lenders.
10.2
 
Second Amendment Agreement, dated March 1, 2017, related to the £515,000,000 Facility Agreement, dated November 3, 2016, among the Company, AmTrust Corporate Capital Limited, AmTrust Corporate Member Limited, AmTrust Corporate Member Two Limited, ANV Corporate Name Limited, AmTrust International Insurance, Ltd., ING Bank N.V., London Branch, The Bank of Nova Scotia, London Branch and Bank of Montreal, London Branch.






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
AmTrust Financial Services, Inc.
 
(Registrant)


Date
March 3, 2017


 
/s/ Stephen Ungar
 
Stephen Ungar
 
Senior Vice President, General Counsel and Secretary




EXHIBIT 10.1
AMENDMENT NO. 8
Dated as of March 1, 2017
to
CREDIT AGREEMENT
Dated as of September 12, 2014
THIS AMENDMENT NO. 8 (“ Amendment ”) is made as of March 1, 2017 and shall, upon satisfaction of the conditions precedent set forth in Section 2 below be effective as of the date hereof (the “ Amendment No. 8 Effective Date ”) by and among AmTrust Financial Services, Inc., a Delaware corporation (the “ Borrower ”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “ Administrative Agent ”), under that certain Credit Agreement dated as of September 12, 2014, by and among the Borrower, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Credit Agreement ”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
WHEREAS, the Borrower has requested that the requisite Lenders and the Administrative Agent agree to make certain modifications to the Credit Agreement;
WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent have so agreed on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders party hereto and the Administrative Agent hereby agree to enter into this Amendment.
1. Amendments to Credit Agreement . Effective as of the Amendment No. 8 Effective Date but subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows:
(a)      The definition of “ Consolidated Total Debt ” appearing in Section 1.01 of the Credit Agreement is amended to (1) insert the parenthetical “(other than Specified Excess Unsecured Debt)” immediately after the phrase “aggregate amount of Guarantees” appearing therein, (2) insert the parenthetical “(other than Specified Excess Unsecured Debt)” immediately after the phrase “Indebtedness in respect of letters of credit” appearing therein and (3) insert the following sentence immediately at the end thereof:
“As used herein, “ Specified Excess Unsecured Debt ” means at any time, in the event the then aggregate amount of Indebtedness incurred pursuant to Section 6.01(r) exceeds $250,000,000 (such amount in excess of $250,000,000, the “ Excess Amount ”), the then aggregate amount (not to exceed the Excess Amount) of Indebtedness constituting Guarantees by the Borrower, provided in reliance on Section 6.01(r), in respect of obligations of any Subsidiary as an account party in respect of letters of credit.”




(b)      Section 6.01(r) of the Credit Agreement is amended to replace the reference of “$200,000,000” appearing therein with “$350,000,000”.
2.      Conditions of Effectiveness . The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (a) counterparts of this Amendment duly executed by the Borrower, the Required Lenders and the Administrative Agent, (b) for the account of each Lender party hereto that delivers its executed signature page to this Amendment by no later than the date and time specified by the Administrative Agent, an amendment fee in an amount equal to $5,000 and (c) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ fees and expenses (including, to the extent invoiced, the reasonable fees and expenses of counsel for the Administrative Agent) in connection with this Amendment.
3.      Representations and Warranties of the Borrower . The Borrower hereby represents and warrants as follows:
(a)      This Amendment and the Credit Agreement as amended hereby constitute legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(b)      As of the date hereof and giving effect to the terms of this Amendment, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties of the Borrower set forth in the Credit Agreement, as amended hereby, are true and correct as of the date hereof.
4.      Reference to and Effect on the Credit Agreement .
(a)      Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.
(b)      Each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
(c)      Except with respect to the subject matter hereof and as set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.
(d)      This Amendment shall be a Loan Document.
5.      Governing Law . This Amendment shall be construed in accordance with and governed by the law of the State of New York.
6.      Headings . Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.


2

7.      Counterparts . This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
[Signature Pages Follow]


3


IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

AMTRUST FINANCIAL SERVICES, INC.,
as the Borrower


By: /s/ Harry Schlachter                
Name: Harry Schlachter
Title: Assistant Treasurer


JPMORGAN CHASE BANK, N.A.,
individually as a Lender, as Issuing Bank and as Administrative Agent


By: /s/ Hector J. Varona                
Name: Hector J. Varona
Title: Executive Director


KEYBANK NATIONAL ASSOCIATION,
as a Lender


By: /s/ James Cribbet                
Name: James Cribbet
Title: Senior Vice President


SUNTRUST BANK,
as a Lender


By: /s/ Paula Mueller                
Name: Paula Mueller
Title: Director



Signature Page to Amendment No. 8 to
Credit Agreement dated as of September 12, 2014
AmTrust Financial Services, Inc.

LLOYDS BANK PLC,
as a Lender


By: /s/ Daven Popat                
Name: Senior Vice President
Title: Transaction Execution – Category A P003


By: /s/ Stephen Parker                
Name: Stephen Parker
Title: VP, Banking Operations – Category A P012


ASSOCIATED BANK, NATIONAL ASSOCIATION
as a Lender


By: /s/ Edward J. Chidiac            
Name: Edward J. Chidiac
Title: Senior Vice President


THE PRIVATEBANK AND TRUST COMPANY, as a Lender


By: /s/ Austin G. Love                
Name: Austin G. Love
Title: Associate Managing Director


MORGAN STANLEY BANK, N.A., as a Lender


By: /s/ Cindy Tse                
Name: Cindy Tse
Title: Authorized Signatory



Signature Page to Amendment No. 8 to
Credit Agreement dated as of September 12, 2014
AmTrust Financial Services, Inc.
EXHIBIT 10.2


Dated March 1 2017
AmTrust Corporate Capital Limited
AmTrust Corporate Member Limited
AmTrust Corporate Member Two Limited
ANV Corporate Name Limited
as Corporate Members
- and -
AmTrust International Insurance, Ltd.
as Account Party
- and -
AmTrust Financial Services, Inc.
as Guarantor
- and -
The Banks and Financial Institutions
Listed in Schedule 1 of the Amended Facility Agreement
as Original Banks
- and -
ING Bank N.V., London Branch, The Bank of Nova Scotia, London Branch and Bank of Montreal, London Branch
as Mandated Lead Arrangers
- and -
ING Bank N.V., London Branch
as Bookrunner, Agent, Issuing Bank and Security
Trustee

Second Amendment Agreement Relating to a Credit Facility Agreement
 


 
 
 
Matter ref 1M1209/001503

Hogan Lovells International LLP
Atlantic House, Holborn Viaduct, London EC1A 2FG





THIS AGREEMENT dated March 1, 2017 is made
BETWEEN:
(1)
AMTRUST CORPORATE CAPITAL LIMITED, a company incorporated in England under registered number 08128684 whose registered office is at 2 Minster Court, Mincing Lane, London EC3R 7BB (" ACCL ");
(2)
AMTRUST CORPORATE MEMBER LIMITED, a company incorporated in England under registered number 03621278 whose registered office is at 1 Great Tower Street, London EC3R 5AA (" ACML ");
(3)
AMTRUST CORPORATE MEMBER TWO LIMITED, a company incorporated in England under registered number 05264527 whose registered office is at 1 Great Tower Street, London EC3R 5AA (" ACM2L ");
(4)
ANV CORPORATE NAME LIMITED, a company incorporated in England under registered number 06705037 whose registered office is at 4 th floor, 1 Minster Court, Mincing Lane, London EC3R 7AA (" ANV ");
(5)
AMTRUST INTERNATIONAL INSURANCE, LTD., a company incorporated in Bermuda under registered number 9551 whose registered office is at 7 Reid Street, Suite 400, Hamilton HM11, Bermuda (the " Account Party ");
(6)
AMTRUST FINANCIAL SERVICES, INC., a corporation organised under the laws of Delaware whose registered office is at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 (the "Guarantor" );
(7)
THE BANKS AND FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1 OF THE AMENDED FACILITY AGREEMENT (the " Original Banks ");
(8)
ING BANK N.V., LONDON BRANCH, as Bookrunner;
(9)
ING BANK N.V., LONDON BRANCH, THE BANK OF NOVA SCOTIA, LONDON BRANCH AND BANK OF MONTREAL, LONDON BRANCH as Mandated Lead Arrangers (the " Lead Arrangers ");
(10)
ING BANK N.V., LONDON BRANCH, as Agent;
(11)
ING BANK N.V., LONDON BRANCH, as Issuing Bank; and
(12)
ING BANK N.V., LONDON BRANCH, as Security Trustee.
WHEREAS
(A)
By a letter of credit facility agreement dated 26 November 2013, as amended and restated from time to time and most recently on 3 November 2016 and further amended on 22 December 2016 (the "Facility Agreement" ) and made between the Parties, the Banks agreed to provide a letter of credit facility of up to £515,000,000 to provide Funds at Lloyd's on behalf of the Corporate Members to support their underwriting at Lloyd's of London.
(B)
The Parties now wish to amend the Facility Agreement in accordance with the terms of this Agreement in order to (i) increase the amount of additional unsecured Indebtedness permitted under Clause 14.2(s)(xxxii) of the Facility Agreement from $200,000,000 to $350,000,000; and (ii) reflect the fact that any such Indebtedness in excess of $250,000,000 incurred by any Subsidiary as an account party in respect of letters of credit will count towards the Consolidated Leverage Ratio.



- 2 -



IT IS AGREED
1.
DEFINITIONS AND INTERPRETATION
1.1
Words and expressions defined in the Facility Agreement have the same meaning in this Agreement unless otherwise defined herein.
1.2
In this Agreement:
" Amendment Effective Date " means 1 March 2017;
" Amended Facility Agreement " means the Facility Agreement as amended by this Agreement;
" Facility Agreement " has the meaning given in Recital (A) above; and
" Party " means each party to this Agreement.
1.3
The provisions of Clauses 1.2 to 1.9 of the Amended Facility Agreement shall apply to this Agreement as if references therein to "this Agreement" were references to this Agreement.
1.4
From the Amendment Effective Date, any reference in any Finance Document to the Facility Agreement shall be read and construed for all purposes as a reference to the Amended Facility Agreement.
2.
AMENDMENT
2.1
With effect from the Amendment Effective Date, the definition of "Consolidated Total Debt" set out in Clause 1.1 ( Definitions ) of the Facility Agreement shall be deleted and replaced with the following wording:
"Consolidated Total Debt" means, at any date of determination, all Indebtedness of the Guarantor and its Subsidiaries on a consolidated basis, plus, without duplication, all Indebtedness of the Guarantor in respect of the Junior Subordinated Debentures, less the sum of the following:
(a)
the Maiden Debt;
(b)
the aggregate principal amount outstanding in respect of the Guarantor's obligations to repurchase securities pursuant to Repurchase Agreements;
(c)
the aggregate amount of the Repurchase Liability; and
(d)
the aggregate amount of Guarantees (other than the Excess Amount) otherwise included in such Indebtedness.
Notwithstanding the foregoing, Indebtedness in respect of letters of credit (other than the Excess Amount) shall not be included in the determination of Consolidated Total Debt to the extent that any such letter of credit is undrawn as of the date of determination. As used herein, " Excess Amount " means, at any time, the amount by which the Indebtedness incurred pursuant to Clause 14.2(s)(xxxii) exceeds $250,000,000, to the extent that such Indebtedness is incurred by any Subsidiary as an account party in respect of letters of credit (and Guarantees thereof by the Guarantor).
In addition, but without duplication of the foregoing, Consolidated Total Debt shall include Permitted Non-Recourse Secured Debt to the extent the obligations in respect thereof are, or should be, reflected as a liability on the consolidated balance sheet of the Guarantor and its Subsidiaries in accordance with GAAP.



- 3 -



2.2
With effect from the Amendment Effective Date, Clause 14.2(s)(xxxii) of the Facility Agreement in respect of additional unsecured Indebtedness is amended to replace the reference of "$200,000,000" appearing therein with "$350,000,000".
3.
REPRESENTATIONS AND WARRANTIES
3.1
Subject to Clause 3.2 of this Agreement, each Obligor represents and warrants that each of the representations and warranties set out in Clauses 13.2 to 13.33 of the Amended Facility Agreement, construed as if references therein to "this Agreement" were references to this Agreement, is true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "material", "Material Adverse Change" or similar wording, in all respects) as at the Amendment Effective Date.
3.2
Each Obligor gives each representation and warranty under Clause 3.1 in respect of itself only, and only to the extent that the terms of the relevant clause make the relevant clause applicable in respect of it.
4.
CONTINUITY AND FURTHER ASSURANCE
4.1
Continuing obligations
The rights and obligations of the Parties under the Facility Agreement and the other Finance Documents shall continue in full force and effect, uninterrupted by the amendment hereunder, save insofar as they are amended hereby. In addition:
(a)
each Obligor that has granted Security pursuant to the Security Documents confirms that the Security created by the relevant Security Documents shall continue to fully secure the obligations of the relevant Obligors under the Finance Documents (including but not limited to the Amended Facility Agreement); and
(b)
the Guarantor confirms that from the Amendment Effective Date the guarantee and indemnity given by it in Clause 12 ( Guarantee and Indemnity ) of the Facility Agreement will continue in full force and effect and will extend to all Obligations of each other Obligor under the Finance Documents (including but not limited to the Amended Facility Agreement),
in each case, notwithstanding the amendment to the Facility Agreement made pursuant to this Agreement.
4.2
Prospective effect only
The amendments made hereby to the Facility Agreement shall, with effect from the Amendment Effective Date, have prospective effect only.
4.3
Actions already taken
Any action already taken and any payment already made by a party under the Facility Agreement prior to the Amendment Effective Date shall be treated as having been taken or made notwithstanding the amendment hereby, and shall not be required to be taken or made again by reason of the amendment hereby.
4.4
Further assurance
Each of the parties shall do all acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant hereto.
5.
AMENDMENTS



- 4 -



The parties may agree to further amendments to the Amended Facility Agreement in accordance with the terms thereof without being required to amend or terminate this Agreement.
6.
TRANSFERS
Any transfer or assignment made in accordance with the terms of the Amended Facility Agreement shall have the same effect in relation to the rights and obligations of the parties under this Agreement as it has in relation to their rights and obligations under the Amended Facility Agreement.
7.
INCORPORATION OF TERMS
The provisions of Clauses 1.9 ( Rights of third parties ), 18.5 ( Indemnity against costs ), 32 ( Miscellaneous ), 35 ( Notices ) and 36.2 to 36.7 ( Applicable Law and Jurisdiction ) of the Amended Facility Agreement shall be incorporated into this Agreement as if set out herein and as if references therein to "this Agreement" were references to this Agreement.
8.
GOVERNING LAW
This Agreement and any contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first before written.



- 5 -




SIGNATURES TO AMENDMENT AGREEMENT
ACCL
 
 
 
SIGNED  for and on behalf of
)
/s/ Peter Dewey
Signature
AMTRUST CORPORATE                         
)
Peter Dewey
PRINT NAME
CAPITAL LIMITED
)
Director
Job title
 
 
 
 
ACML
 
 
 
SIGNED  for and on behalf of
)
/s/ Peter Dewey
Signature
AMTRUST CORPORATE                         
)
Peter Dewey
PRINT NAME
MEMBER LIMITED
)
Director
Job title
 
 
 
 
ACM2L
 
 
 
SIGNED  for and on behalf of
)
/s/ Peter Dewey
Signature
AMTRUST CORPORATE                         
)
Peter Dewey
PRINT NAME
MEMBER TWO LIMITED
)
Director
Job title
 
 
 
 
ANV
 
 
 
SIGNED  for and on behalf of
)
/s/ Peter Dewey
Signature
ANV CORPORATE                         
)
Peter Dewey
PRINT NAME
NAME LIMITED
)
Director
Job title
 
 
 
 
ACCOUNT PARTY
 
 
 
SIGNED  for and on behalf of
)
/s/ Chris Souter
Signature
AMTRUST INTERNATIONAL                  
)
Chris Souter
PRINT NAME
INSURANCE, LTD.
)
Director, CFO, Secretary
Job title
 
 
 
 
GUARANTOR
 
 
 
SIGNED  for and on behalf of
)
/s/ Evan Greenstein
Signature
AMTRUST FINANCIAL SERVICES, INC.  
)
Evan Greenstein
PRINT NAME
 
 
VP, Treasurer
Job title





- 6 -



ORIGINAL BANKS
SIGNED  for and on behalf of
)
/s/ Carolyn Rajaratnam
Signature
ING BANK N.V., LONDON BRANCH       
)
Carolyn Rajaratnam
PRINT NAME
 
 
Director
Job title

 
 
/s/ Nick Marchant
Signature
 
 
Nick Marchant
PRINT NAME
 
 
Director
Job title
 
 
 
 
 
 
 
 
SIGNED  for and on behalf of
)
/s/ Ralph Booth
Signature
THE BANK OF NOVA SCOTIA, LONDON BRANCH
)
Ralph Booth
PRINT NAME
 
 
Managing Director
Job title

 
 
/s/ Samina Sajanlal
Signature
 
 
Samina Sajanlal
PRINT NAME
 
 
Director
Job title
 
 
 
 
 
 
 
 
SIGNED  for and on behalf of
)
/s/ Scott Matthews
Signature
BANK OF MONTREAL, LONDON BRANCH   
)
Scott Matthews
PRINT NAME
 
 
Managing Director
Job title

 
 
/s/ Tony Ebdon
Signature
 
 
Tony Ebdon
PRINT NAME
 
 
Managing Director
Job title





- 7 -



MANDATED LEAD ARRANGERS
SIGNED  for and on behalf of
)
/s/ Carolyn Rajaratnam
Signature
ING BANK N.V., LONDON BRANCH       
)
Carolyn Rajaratnam
PRINT NAME
 
 
Director
Job title

 
 
/s/ Nick Marchant
Signature
 
 
Nick Marchant
PRINT NAME
 
 
Director
Job title
 
 
 
 
 
 
 
 
SIGNED  for and on behalf of
)
/s/ Ralph Booth
Signature
THE BANK OF NOVA SCOTIA,      LONDON BRANCH                                        
)
Ralph Booth
PRINT NAME
 
 
Managing Director
Job title

 
 
/s/ Samina Sajanlal
Signature
 
 
Samina Sajanlal
PRINT NAME
 
 
Director
Job title
 
 
 
 
 
 
 
 
SIGNED  for and on behalf of
)
/s/ Scott Matthews
Signature
BANK OF MONTREAL, LONDON BRANCH  
)
Scott Matthews
PRINT NAME
 
 
Managing Director
Job title

 
 
/s/ Tony Ebdon
Signature
 
 
Tony Ebdon
PRINT NAME
 
 
Managing Director
Job title



- 8 -



BOOKRUNNER
SIGNED  for and on behalf of
)
/s/ Carolyn Rajaratnam
Signature
ING BANK N.V., LONDON BRANCH       
)
Carolyn Rajaratnam
PRINT NAME
 
 
Director
Job title

 
 
/s/ Nick Marchant
Signature
 
 
Nick Marchant
PRINT NAME
 
 
Director
Job title

AGENT
SIGNED  for and on behalf of
)
/s/ Carolyn Rajaratnam
Signature
ING BANK N.V., LONDON BRANCH       
)
Carolyn Rajaratnam
PRINT NAME
 
 
Director
Job title

 
 
/s/ Nick Marchant
Signature
 
 
Nick Marchant
PRINT NAME
 
 
Director
Job title

ISSUING BANK
SIGNED  for and on behalf of
)
/s/ Carolyn Rajaratnam
Signature
ING BANK N.V., LONDON BRANCH       
)
Carolyn Rajaratnam
PRINT NAME
 
 
Director
Job title

 
 
/s/ Nick Marchant
Signature
 
 
Nick Marchant
PRINT NAME
 
 
Director
Job title



- 9 -



SECURITY TRUSTEE
SIGNED  for and on behalf of
)
/s/ Carolyn Rajaratnam
Signature
ING BANK N.V., LONDON BRANCH       
)
Carolyn Rajaratnam
PRINT NAME
 
 
Director
Job title

 
 
/s/ Nick Marchant
Signature
 
 
Nick Marchant
PRINT NAME
 
 
Director
Job title