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Exhibit 10.1
FOURTH AMENDMENT AND FORBEARANCE AGREEMENT
FOURTH AMENDMENT AND FORBEARANCE AGREEMENT, dated as of May 31, 2000
(the "Amendment") to the Credit Agreement, dated as of July 31, 1998 (as
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heretofore amended and as may be further amended, restated, modified and
supplemented from time to time, the "Credit Agreement"), among GLOBE
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MANUFACTURING CORP., an Alabama corporation (the "Borrower"), the several
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lenders from time to time party to the Credit Agreement referred to below (the
"Lenders"), BANK OF AMERICA, N.A., as Administrative Agent (the "Agent"), GLOBE
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HOLDINGS, INC., a Massachusetts corporation ("Holdings"), and the other
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Guarantors identified in the Credit Agreement. Capitalized terms used herein
and not otherwise defined shall have the meanings ascribed to them in the Credit
Agreement.
WHEREAS, as more fully set forth herein, certain Defaults and Events
of Default exist under the Credit Agreement; and
WHEREAS, the Borrower, the Lenders, the Agent and the Guarantors have
agreed, on the terms and conditions set forth herein, to certain modifications
of the Credit Agreement; and
WHEREAS, from and after the Effective Date (as hereinafter defined) of
this Amendment, the Credit Agreement shall be amended, subject to and upon the
terms and conditions set forth herein;
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and subject to the fulfillment of
the conditions set forth below, the parties hereto agree as follows:
SECTION 1. Forbearance Provisions.
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(a) The Agent, the Lenders, the Borrower and each of the
Guarantors, hereby acknowledge the occurrence and continuance of the Events of
Default which have occurred and are continuing as a result of the Borrowers'
failure to comply with certain covenants contained in Section 8.07 of the Credit
Agreement for the year ended December 31, 1999 and certain covenants contained
in Sections 8.08, 8.09, 8.10 and 8.16 of the Credit Agreement for the period
ending March 31, 2000, collectively, the "Specified Defaults"). The Borrower and
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each of the Guarantors agree that during the pendency of the Forbearance Period
(as hereinafter defined) and so long as any Default or Event of Default remains
in effect (including the Specified Defaults), the Borrower shall not request,
and the Lenders shall not be obligated to, make or issue any new Loan or
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any new Letter of Credit; provided, that any Loan outstanding as of the
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Effective Date may only be converted to or continued as a Base Rate Loan.
(b) The Agent and the Lenders agree to forbear from taking any action
permitted to be taken by them under the Credit Agreement with respect to all
Specified Defaults for the period of time commencing on the Effective Date (as
herein defined) and terminating on July 31, 2000 (the "Forbearance Period");
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provided, however, that such forbearance shall extend only to the Specified
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Defaults and not to any other Defaults or Events of Default now existing or
occurring after the Effective Date and shall not in any way or manner restrict
the Agent or the Lenders from exercising any rights or remedies they may have
with respect to Specified Defaults after the expiration or termination of the
Forbearance Period or with respect to any other Default or Event of Default at
any time.
(c) The Borrower, each of the Guarantors, the Agent and the Lenders
hereby agree that, notwithstanding the first sentence of Section 2.09(c) of the
Credit Agreement and in order to induce the Agent and Lenders to enter into this
Amendment, during the Forbearance Period the Borrower hereby agrees that
interest on each Loan outstanding as of the Effective Date shall be paid on the
last Business Day of each month.
(d) Notwithstanding any provision in the Credit Agreement or the Loan
Documents to the contrary, during the Forbearance Period all fees which are
payable under the Credit Agreement and the Loan Documents on a quarterly basis,
including without limitation the Commitment Fee and letter of credit fees, shall
be payable on a monthly basis on the last Business Day of each month.
SECTION 2. Amendment to Credit Agreement. The Credit Agreement is hereby
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amended as follows:
(a) Section 1.01 of the Credit Agreement is hereby amended by adding
the following new definitions in appropriate alphabetical order:
"Cash Management Agreement" means the documentation evidencing the
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cash management arrangements between the Cash Management Bank and the Borrower
(including arrangements in respect of existing payroll accounts), as in effect
on and immediately prior to the Fourth Amendment Effective Date, as amended,
modified or supplemented from time to time in accordance with the terms thereof
and hereof.
"Cash Management Bank" means Fleet National Bank, and its respective
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Affiliates, if applicable, each in its capacity as the holder of Cash Management
Obligations for so long as it shall continue to hold such Obligations and any
other Lender which provides additional or replacement cash management services
to the Borrower on terms and conditions satisfactory to the Agent in its
judgment reasonably exercised.
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"Cash Management Obligations" means the obligations of the Borrower to
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reimburse the Cash Management Bank in respect of overdrafts, uncollected funds,
returned items and reasonable related expenses arising pursuant to cash
management arrangements and payroll account arrangements as in effect on the
Fourth Amendment Effective Date, with such changes in such arrangements
subsequent to the Fourth Amendment Effective Date as may be acceptable to the
Cash Management Bank and the Agent in their respective reasonable judgment.
"Fourth Amendment" means the Fourth Amendment and Forbearance
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Agreement, dated as of May 31, 2000, to this Agreement.
"Fourth Amendment Effective Date" shall mean the "Effective Date" as
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that term is used in Section 5 of the Fourth Amendment.
"Forbearance Period" shall have the meaning set forth in Section 1(b)
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of the Fourth Amendment.
(b) The defined terms "Loan Documents" and "Obligations" appearing in
Section 1.01 of the Credit Agreement are amended in their entirety to read as
follows:
"Loan Documents" means this Agreement, the Cash Management Agreement,
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each Collateral document and all other agreements, instruments, certificates or
other documents evidencing, guaranteeing or securing the Loans, Letter of Credit
Borrowings or the other obligations of the Borrower or any Guarantor hereunder
or under any Collateral Document.
"Obligations" means all Loans, Letter of Credit Borrowings, the Cash
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Management Obligations and other indebtedness, advances, debts, liabilities,
obligations, indemnities, fees, expenses (including, without limitation,
Attorney Costs), covenants and duties, of any kind or nature, owing by the
Borrower or any Guarantor to any Lender, the Administrative Agent, the
Collateral Agent, the Swingline Lender, the Cash Management Bank or any Issuing
Lender in connection with this Agreement or any other Loan Document, in each
case whether direct or indirect, absolute or contingent, due or to become due,
now existing or hereafter arising, and however acquired (including those
acquired by assignment) or arising and whether or not for the payment of money
or evidenced by any note, guarantee or other instrument.
SECTION 4. Representations and Warranties. The Borrower and each of the
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Guarantors represents and warrants (which representations and warranties shall
survive the execution and delivery hereof) to the Agent that:
(a) It has the corporate power and authority to execute, deliver and
carry out the terms and provisions of this Amendment and the transactions
contemplated hereby and has taken or caused to be taken all necessary corporate
action to authorize the
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execution, delivery and performance of this Amendment and the transactions
contemplated hereby;
(b) No consent of any person (including, without limitation,
shareholders or creditors of the Borrower or any Guarantor), and no action of,
or filing with any governmental or public body or authority is required to
authorize, or is otherwise required in connection with the execution, delivery
and performance of this Amendment and the other instruments and documents
contemplated hereby which has not been obtained;
(c) This Amendment and the other instruments and documents
contemplated hereby have been duly executed and delivered by a duly authorized
officer on behalf of such party, and constitutes a legal, valid and binding
obligation of such party enforceable against such party in accordance with its
terms, subject to bankruptcy, reorganization, insolvency, moratorium and other
similar laws affecting the enforcement of creditors' rights generally and the
exercise of judicial discretion in accordance with general principles of equity;
(d) The execution, delivery and performance of this Amendment and the
other instruments and documents contemplated hereby will not violate any law,
statute or regulation, or any order or decree of any court or governmental
instrumentality, or conflict with, or result in the breach of, or constitute a
default under any contractual obligation of such party; and
(e) After giving effect to this Amendment, there does not exist any
Default or Event of Default other than the Specified Defaults.
SECTION 5. Conditions to Effectiveness.
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(a) This Amendment shall become effective on the date (the "Effective
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Date") upon which the following conditions have been satisfied in full or waived
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by the Agent in writing:
(i) The Agent shall have received in form and substance
satisfactory to the Agent and its counsel, counterparts of this Amendment
executed by the Borrower, each of the Guarantors, and the Required Lenders and
such other approvals or documents as the Agent may reasonably request;
(ii) All representations and warranties contained in this
Amendment or otherwise made in writing to the Agent in connection herewith shall
be true and correct in all material respects;
(iii) No Default or Event of Default, other than the Specified
Defaults, shall have occurred and be continuing;
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(iv) The Agent shall have received payment in full of all
outstanding invoices for reasonable costs and expenses owing to the Agent and
the Lenders in accordance with Section 12.04 of the Credit Agreement, including,
without limitation, the reasonable fees and expenses of counsel to the Agent and
counsel to the individual Lenders; and
(v) The obligors under the Security Agreement shall have
executed and delivered and amendment to the Security Agreement in the form of
Exhibit A hereto.
SECTION 6. Delivery of Plans; Bank Meeting.
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(a) As a material inducement to the Agent and the Lenders to enter
into this Amendment, the Borrower and the Guarantor shall (i) by no later than
June 15, 2000, deliver to the Agent and the Lenders (a) its business plan (the
"Business Plan") in form and substance satisfactory to the Agent setting forth
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in reasonable detail, among other things, its projection for the upcoming twelve
months and (b) a restructuring plan (the "Restructuring Plan") in form and
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substance satisfactory to the Agent setting forth in reasonable detail the
Borrower's proposals regarding the restructuring of its debt obligations; and
(ii) by no later than June 21, 2000 attend a meeting with the Agent and the
Lenders at the premises of the Agent's counsel to discuss the Business Plan and
Restructuring Plan, including its proposed course of action over the next four
quarters, and to discuss, in reasonable detail, the status of its operations
(including issues pertaining to gross margins at its various facilities), new
product developments, and strategic alternatives.
(b) The failure by the Borrower to deliver the Business Plan or
Restructuring Plan by June 15, 2000 or to meet with the Agent and the Lenders as
provided above by June 21, 2000 shall constitute an Event of Default under the
Credit Agreement.
SECTION 7. Ratification; Waiver of Defenses.
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(a) The Credit Agreement and the Loan Documents remain in full force
and effect and are hereby ratified and affirmed. The Borrower and each Guarantor
hereby (i) confirms and agrees that the Borrower is truly and justly indebted to
the Agent, the Lenders, the Issuing Bank and the Cash Management Bank in the
aggregate amount of the Obligations without defense, counterclaim or offset of
any kind whatsoever; and (ii) reaffirms and admits the validity and
enforceability of the Credit Agreement and the Loan Documents and the Liens in
the Collateral which were granted pursuant to the Loan Documents and otherwise.
(b) This Amendment shall be limited precisely as written and shall
not be deemed (i) to be a consent granted pursuant to, or a waiver or
modification of, any
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other term or condition of the Credit Agreement or any of the instruments or
agreements referred to therein or a waiver of any Default or Event of Default
under the Credit Agreement, whether or not known to the Agent or the Lenders or
(ii) to prejudice any other right or rights which the Agent or the Lenders may
now have or have in the future under or in connection with the Credit Agreement
or any of the instruments or agreements referred to therein.
SECTION 8. References. All references to the Credit Agreement in the Credit
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Agreement or any other Loan Document and the other documents and instruments
delivered pursuant to or in connection therewith shall mean such Credit
Agreement as modified hereby and as each may in the future be amended, restated,
supplemented or modified from time to time. This Amendment shall constitute a
Loan Document.
SECTION 9. Counterparts. This Amendment may be executed by the parties hereto
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individually or in combination, in one or more counterparts, each of which shall
be an original and all of which, taken together, shall constitute one and the
same agreement. Delivery of an executed counterpart of a signature page by
telecopier shall be effective as delivery of a manually executed counterpart.
SECTION 10. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
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THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.
SECTION 11. Acknowledgement by Guarantors. Each of the Guarantors hereby
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acknowledges that it has read this Amendment and consents to the terms hereof
and further confirms and agrees that, notwithstanding the effectiveness of this
Amendment, (i) its obligations under its Guaranty shall not be impaired or
affected and (ii) such Guaranty is, and shall continue to be, in full force and
effect and is hereby confirmed and ratified in all respects.
SECTION 12. Miscellaneous. The parties hereto shall, at any time and from time
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to time following the execution of this Amendment, execute and deliver all such
further instruments and take all such further action as may be reasonably
necessary or appropriate in order to carry out the provisions of this Amendment.
SECTION 13. Headings. Section headings in this Amendment are included herein
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for convenience of reference only and are not to affect the construction of, or
to be taken into consideration in interpreting, this Amendment.
[Signatures on Following Page]
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IN WITNESS WHEREOF, the Borrower, each Guarantor, the Lenders and the
Agent have caused this Amendment to be duly executed by their respective
officers of the day and year first above written.
GLOBE MANUFACTURING CORP.
By: /s/ Lawrence R. Walsh
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Name: Lawrence R. Walsh
Title: Vice President
GLOBE HOLDINGS, INC.
By: /s/ Lawrence R. Walsh
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Name: Lawrence R. Walsh
Title: Vice President
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Dietmar Schiel
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Name: Dietmar Schiel
Title: Vice President
BANK OF AMERICA, N.A., as Lender
By: /s/ Jay T. Wampler
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Name: Jay T. Wampler
Title: Managing Director
MERRILL LYNCH CAPITAL CORPORATION
By:
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Name:
Title:
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OAKTREE CAPITAL MANAGEMENT LLC,
as general partner of or investment
manager for OCM Opportunities Fund III, L.P.
By: /s/ Kenneth Liang
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Name: Kenneth Liang
Title: Managing Director & General Counsel
By: /s/ Phillip W. Otero
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Name: Phillip W. Otero
Title: Vice President
OAKTREE CAPITAL MANAGEMENT LLC,
as general partner of or investment manager
for Columbia/HCA Master Retirement Trust
By: /s/ Kenneth Liang
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Name: Kenneth Liang
Title: Managing Director & General Counsel
BHF (USA) CAPITAL CORPORATION
By: /s/ Dan Dobrjanskyj
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Name: Dan Dobrjanskyj
Title: Assistant Vice President
By: /s/ Chris Yu
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Name: Chris Yu
Title: Associate
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CypressTree Investment Management
Company, Inc., its Managing Manager
By: /s/ Jeffrey W. Heuer
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Name: Jeffrey W. Heuer
Title: Principal
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CYPRESSTREE INVESTMENT FUND, LLC
By: CypressTree Investment
Management Company, Inc.,
its Managing Manager
By: /s/ Jeffrey W. Heuer
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Name: Jeffrey W. Heuer
Title: Principal
CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC.
As: Attorney-in-Fact and on behalf of
First Allmerica Financial Life Insurance
Company as Portfolio Manager
By: /s/ Jeffrey W. Heuer
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Name: Jeffrey W. Heuer
Title: Principal
CYPRESSTREE SENIOR FLOATING RATE FUND
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ Jeffrey W. Heuer
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Name: Jeffrey W. Heuer
Title: Principal
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CYPRESSTREE INVESTMENT PARTNERS I LTD.
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ Jeffrey W. Heuer
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Name: Jeffrey W. Heuer
Title: Principal
NORTH AMERICAN SENIOR FLOATING RATE FUND
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ Jeffrey W. Heuer
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Name: Jeffrey W. Heuer
Title: Principal
EATON VANCE SENIOR INCOME TRUST
By: Eaton Vance Management, as
Investment Advisor
By: /s/ Scott H. Page
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Name: Scott H. Page
Title: Vice President
FIRST SOURCE FINANCIAL LLP
By: First Source Financial Inc.,
its Agent/Manager
By: /s/ Pamela D. Eskin
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Name: Pamela D. Eskin
Title: Vice President
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FLEET NATIONAL BANK
By:
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Name:
Title:
HELLER FINANCIAL, INC.
By: /s/ Sheila C. Weimer
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Name: Sheila C. Weimer
Title: Vice President
KZH - CYPRESSTREE-1 CORPORATION
By: /s/ Peter Chin
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Name: Peter Chin
Title: Authorized Agent
THE MITSUBISHI TRUST AND
BANKING CORPORATION
By:
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Name:
Title:
MORGAN STANLEY DEAN WITTER
PRIME INCOME TRUST
By: c/o Morgan Stanley Dean Witter
Advisors, Inc.
By:
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Name:
Title:
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NATIONAL CITY BANK
By: /s/ Frank F. Pagura
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Name: Frank F. Pagura
Title: Senior Vice President
OXFORD STRATEGIC INCOME FUND
By: Eaton Vance Management, as
Investment Advisor
By: /s/ Scott H. Page
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Name: Scott H. Page
Title: Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By: /s/ Scott H. Page
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Name: Scott H. Page
Title: Vice President
CITIZENS BANK OF MASSACHUSETTS
By:
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Name:
Title:
SUNTRUST BANK
By:
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Name:
Title:
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UNION BANK OF CALIFORNIA, N.A.
By: /s/ Bette J. McCole
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Name: Bette J. McCole
Title: Vice President
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