SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment) dated as of March 1, 2006, by and among PREIT ASSOCIATES, L.P. (the “Borrower”), PENNSYLVANIA REAL ESTATE INVESTMENT TRUST (the “Parent”), each of the Guarantors party hereto, each of the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (the “Agent”).
WHEREAS, the Borrower, the Parent, the Lenders and the Agent have entered into that certain Credit Agreement dated as of November 20, 2003 (as amended and in effect immediately prior to the date hereof, the “Credit Agreement”); and
WHEREAS, the Borrower, the Parent, the Lenders and the Agent desire to amend certain provisions of the Credit Agreement on the terms and conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:
Section 1. Specific Amendments to Credit Agreement. The parties hereto agree that the Credit Agreement is amended as follows:
(a) The Credit Agreement is hereby amended by adding to Annex I to the Credit Agreement the following definition in the appropriate alphabetical order:
“Second Amendment Effective Date” means March 1, 2006.
(b) The Credit Agreement is amended by deleting the definition of the term “Applicable Margin” set forth in Annex I to the Credit Agreement in its entirety and substituting in its place the following definition:
| “Applicable Margin” means the percentage rate set forth below corresponding to the ratio of Total Liabilities to Gross Asset Value as determined in accordance with Section 8.1.(b) in effect at such time: |
| Level | Ratio of Total Liabilities to Gross Asset Value | Applicable Margin |
| 1 | Less than or equal to 0.50 to 1.00 | 0.95% |
| 2 | Greater than 0.50 to 1.00 but less than or equal to 0.55 to 1.00 | 1.05% |
| 3 | Greater than 0.55 to 1.00 but less than or equal to 0.60 to 1.00 | 1.20% |
| 4 | Greater than 0.60 to 1.00 | 1.40% |
| The Applicable Margin shall be determined by the Agent from time to time, based on the ratio of Total Liabilities to Gross Asset Value as set forth in the Pricing Certificate most recently delivered by the Borrower pursuant to Section 7.1.(g). Any adjustment to the Applicable Margin shall be effective as of the date the quarterly financial statements are required to be delivered pursuant to Section 7.1.(a) or as of the date the annual financial statements are required to be delivered pursuant to Section 7.1.(b), as the case may be. Notwithstanding the foregoing, for the period from the Second Amendment Effective Date through but excluding the first date after the Second Amendment Effective Date on which the Agent determines the Applicable Margin for Loans as set forth above, such Applicable Margin shall be determined with respect to Level 1. Thereafter, such Applicable Margin shall be adjusted from time to time as set forth above. |
(c) The Credit Agreement is amended by deleting the percentage “8.25%” in clause (e)(i) of the definition of the term “Gross Asset Value” set forth in Annex I to the Credit Agreement and substituting in its place the percentage “7.50%”.
(d) The Credit Agreement is amended by deleting clause (g) in the definition of the term “Gross Asset Value” set forth in Annex I to the Credit Agreement in its entirety and substituting in its place the following:
| (g) the purchase price paid by the Parent or any Subsidiary (less any amounts paid to the Parent or such Subsidiary as a purchase price adjustment, held in escrow, retained as a contingency reserve, or in connection with other similar arrangements) for any Property acquired by the Parent or such Subsidiary during the immediately preceding four fiscal quarters of the parent, plus |
(e) The Credit Agreement is amended by deleting the percentage “8.25%” in the first sentence and in clause (c) of the second sentence of the definition of the term “Operating Real Estate Value” set forth in Annex I to the Credit Agreement and substituting in each such place the percentage “7.50%”.
(f) The Credit Agreement is amended by deleting clause (a) in the definition of the term “Operating Real Estate Value” set forth in Annex 1 to the Credit Agreement in its entirety and substituting in its place the following:
| (a) Adjusted NOI from Properties acquired by the Parent, any Subsidiary or any Unconsolidated Affiliate during the immediately preceding four fiscal quarters of the Parent or disposed of by such Person during the immediately preceding fiscal quarter of the Parent, shall be excluded, |
(g) The Credit Agreement is amended by deleting the date “November 20, 2007” in the definition of the term “Termination Date” set forth in Annex I to the Credit Agreement and substituting in its place the date “January 20, 2009”.
(h) The Credit Agreement is amended by deleting the percentage “10.0%” in the first sentence of Section 2.2(a) and substituting in its place the percentage “20.0%”.
(i) The Credit Agreement is amended by deleting the reference to “$35,000,000” in the first sentence of Section 2.3(a) and substituting in its place a reference to “$50,000,000”.
(j) The Credit Agreement is amended by deleting the Section 8.1(c) in its entirety and substituting in its place the following:
| (c) Ratio of EBITDA to Interest Expense. The Parent shall not permit the ratio of (i) EBITDA of the Parent and its Subsidiaries determined on a consolidated basis for the period of four consecutive fiscal quarters most recently ending to (ii) Interest Expense of the Parent and its Subsidiaries determined on a consolidated basis for such period, to be less than 1.80 to 1 for any such period. |
(k) The Credit Agreement is amended by deleting Section 8.1(e)(iv) in its entirely and substituting in its place the following:
| (iv) Investments in Subsidiaries that are not Wholly Owned Subsidiaries and Investments in Unconsolidated Affiliates such that the aggregate value of such Investments calculated on the basis of cost, exceeds 20.0% of Gross Asset Value. |
(l) The Credit Agreement is amended by deleting Section 8.1.(k) in its entirety and substituting in its place the following:
| (k) Ratio of EBITDA to Indebtedness. The Parent shall not permit the ratio of (i) EBITDA of the Parent and its Subsidiaries determined on a consolidated basis for the period of four consecutive fiscal quarters most recently ending to (ii) all Indebtedness of the Parent, its Subsidiaries and Unconsolidated Affiliates determined on a consolidated basis at the end of such period, to be less than 0.115 to 1 for any such period. For purposes of determining this ratio, if a Property has been acquired during the past four quarters, the amount of EBITDA attributable to such Property and to be included in the ratio shall be determined as follows: (x) if the Property was acquired more than 30 days prior to the date of determination of the ratio, the EBITDA for the Property since the date such Property was acquired by the Parent, the Borrower, any other Subsidiary or an Unconsolidated Affiliate, as the case may be, shall be appropriately annualized and (y) otherwise, the amount of EBITDA for such Property shall be the actual EBITDA attributable to the Property during the last four consecutive fiscal quarters most recently ended. Any certification by the Parent or the Borrower of EBITDA included under the immediately preceding clause (y), shall be limited to their knowledge. |
Section 2. Conditions Precedent. The effectiveness of this Amendment is subject to receipt by the Agent of each of the following, each in form and substance satisfactory to the Agent:
(a) A counterpart of this Amendment duly executed by the Borrower, each of the Guarantors and each of the Lenders;
(b) Evidence that the modification fee referenced in Section 7 of this Amendment has been paid;
(c) Evidence that all fees, costs and expenses of the Agent, including without limitation the fees of Agent’s counsel, incurred in connection with the negotiation, documentation and closing of this Amendment and related documents and agreements have been paid; and
(d) Such other documents, instruments and agreements as the Agent may reasonably request.
Section 3. Representations. The Parent and the Borrower each represents and warrants to the Agent and the Lenders that:
(a) Authorization. The Parent, the Borrower and each other Loan Party each has the right and power, and has taken all necessary action to authorize it, to execute and deliver this Amendment and to perform its obligations hereunder and under the Credit Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by the duly authorized officers of the Parent (on behalf of itself and as general partner of the Borrower) and each Loan Party and each of this Amendment, and the Credit Agreement as amended by this Amendment, is a legal, valid and binding obligation of each of the Parent, the Borrower and each other Loan Party enforceable against each such Person in accordance with its respective terms, except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein may be limited by equitable principles generally.
(b) Compliance with Laws, etc. The execution and delivery of this Amendment, and the performance of this Amendment, and the Credit Agreement as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any Applicable Law (including all Environmental Laws) relating to any Loan Party or any other Subsidiary; (ii) result in a breach of or constitute a default under the declaration of trust, certificate or articles of incorporation, bylaws, partnership agreement or other organizational documents of any Loan Party or any other Subsidiary, or any indenture, agreement or other instrument to which any Loan Party or any other Subsidiary is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any Loan Party or any other Subsidiary other than in favor of the Agent for the benefit of the Lenders.
(c) No Default. No Default or Event of Default has occurred and is continuing as of the date hereof nor will exist immediately after giving effect to this Amendment.
Section 4. Reaffirmation of Representations. The Parent and the Borrower each hereby repeats and reaffirms all representations and warranties made by such Person to the Agent and the Lenders in the Credit Agreement and the other Loan Documents to which it is a party on and as of the date hereof except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and accurate on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents.
Section 5. Reaffirmation of Guaranty by Guarantors. Each Guarantor hereby reaffirms its continuing obligations to the Agent and the Lenders under the Guaranty and agrees that the transactions contemplated by this Amendment shall not in any way affect the validity and enforceability of the Guaranty or reduce, impair or discharge the obligations of such Guarantor thereunder.
Section 6. Certain References. Each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement as amended by this Amendment.
Section 7. Modification Fee. In consideration of the Lenders amending the Credit Agreement as provided herein, the Borrower agrees to pay to the Agent for the account of each Lender a modification fee in an amount equal to 0.125% of such Lender’s Revolving Commitment.
Section 8. Expenses. The Borrower shall reimburse the Agent upon demand for all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.
Section 9. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
Section 10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH COMMONWEALTH.
Section 11. Effect. Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The amendments contained herein shall be deemed to have prospective application only, unless otherwise specifically stated herein.
Section 12. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.
Section 13. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Credit Agreement to be executed as of the date first above written.
| BORROWER | |||
| PREIT ASSOCIATES, L.P. | |||
| By: | Pennsylvania Real Estate Investment Trust, its general partner | ||
| By: /s/ Bruce Goldman Name: Bruce Goldman Title: Executive Vice President | |||
| PARENT | |||
| PENNSYLVANIA REAL ESTATE INVESTMENT TRUST | |||
| By: /s/ Bruce Goldman Name: Bruce Goldman Title: Executive Vice President | |||
| [Guarantor Signature Pages to Second Amendment to Credit Agreement with PREIT Associates, L.P.] PREIT-RUBIN, INC. RUBIN II, INC. PREIT-RUBIN OP, INC. CROWN AMERICAN GC INC. CROWN AMERICAN VENTURES, INC. CROWN LYCOMING SERVICES ASSOCIATES CROWN AMERICAN SERVICES CORPORATION RUBIN II, INC. PREIT-RUBIN OP, INC. | |||
| By: /s/ Bruce Goldman Name: Bruce Goldman Title: Executive Vice President | |||
| PR SPRINGFIELD ASSOCIATES, L.P. | |||
| By: PR Springfield Trust, by its duly authorized Trustee | |||
| By: /s/ Jeffrey A. Linn Name: Jeffrey A. Linn Title: Trustee | |||
| PR SPRINGFIELD TRUST, by its duly authorized Trustee | |||
| By: /s/ Jeffrey A. Linn Name: Jeffrey A. Linn Title: Trustee | |||
PR JACKSONVILLE LIMITED PARTNERSHIP | |||
| By: PR Jacksonville LLC, general partner | |||
| By: /s/ Jeffrey A. Linn Name: Jeffrey A. Linn Title: Director | |||
| PR JACKSONVILLE LLC | |||
| By: /s/ Jeffrey A. Linn Name: Jeffrey A. Linn Title: Director | |||
| PR JK LLC | |||
| By: /s/ Jeffrey A. Linn Name: Jeffrey A. Linn Title: Director | |||
| 1150 PLYMOUTH ASSOCIATES, INC. EXTON LICENSE, INC. R8267 PLYMOUTH ENTERPRISES, INC. | |||
| By: /s/ George Rubin Name: George Rubin Title: President | |||
| PREIT PROTECTIVE TRUST 1, by its duly authorized Trustee | |||
| By: PREIT-RUBIN, Inc., Trustee | |||
| By: /s/ Bruce Goldman Name: Bruce Goldman Title: Executive Vice President | |||
| PREIT TRS, INC. | |||
| By: /s/ Bruce Goldman | |||
| Name: Bruce Goldman | |||
| Title: President | |||
| ECHELON BEVERAGE LLC | |||
| By: /s/ Cynthia Boulden | |||
| Name: Cynthia Boulden | |||
| Title: Manager | |||
| PR CHRISTIANA LLC | PR GALLERY I LIMITED PARTNERSHIP |
| By: PREIT Associates, L.P., sole member | By: PR Gallery I LLC, sole general partner |
| JACKSONVILLE ASSOCIATES | By: PREIT Associates, L.P., sole member |
| By: PR South Blanding LLC, general partner | PR GALLERY I LLC |
| By: PREIT Associates, L.P., sole member | By: PREIT Associates, L.P., sole member |
| PR SOUTH BLANDING LLC | PR PLYMOUTH MEETING LIMITED PARTNERSHIP |
| By: PREIT Associates, L.P., sole member | By: PR Plymouth Meeting LLC, sole general |
| PR INTERSTATE CONTAINER LLC | Partner |
| By: PREIT Associates, L.P., sole member | By: PREIT Associates, L.P., sole member |
| PR 8000 NATIONAL HIGHWAY, L.P. | PR PLYMOUTH MEETING LLC |
| By: PR 8000 National Highway LLC, sole | By: PREIT Associates, L.P., sole member |
| general partner | PR EXTON LIMITED PARTNERSHIP |
| By: PREIT Associates, L.P., sole member | By: PR Exton LLC, sole general partner |
| PR 8000 NATIONAL HIGHWAY LLC | By: PREIT Associates, L.P., sole member |
| By: PREIT Associates, L.P., sole member | PR EXTON LLC |
| PR 8000 AIRPORT HIGHWAY, L.P. | By: PREIT Associates, L.P., sole member |
| By: PR 8000 Airport Highway LLC, sole | PR MOORESTOWN LIMITED PARTNERSHIP |
| general partner | By: PR Moorestown LLC, sole general partner |
| By: PREIT Associates, L.P., sole member | By: PREIT Associates, L.P., sole member |
| PR 8000 AIRPORT HIGHWAY LLC | PR MOORESTOWN LLC |
| By: PREIT Associates, L.P., sole member | By: PREIT Associates, L.P., sole member |
| ROOSEVELT II ASSOCIATES, L.P. | PR ECHELON LIMITED PARTNERSHIP |
| By: PR Northeast LLC, sole general partner | By: PR Echelon LLC, sole general partner |
| By: PREIT Associates, L.P., sole member | By: PREIT Associates, L.P., sole member |
| PR FESTIVAL LIMITED PARTNERSHIP | PR ECHELON LLC |
| By: PR Festival LLC, sole general partner | By: PREIT Associates, L.P., sole member |
| By: PREIT Associates, L.P., sole member | PLYMOUTH GROUND ASSOCIATES LP |
| PR FESTIVAL LLC | By: Plymouth Ground Associates LLC, sole general |
| By: PREIT Associates, L.P., sole member | By: PREIT Associates, L.P., sole member |
| PR FLORENCE LLC | PLYMOUTH GROUND ASSOCIATES LLC |
| By: PREIT Associates, L.P., sole member | By: PREIT Associates, L.P., sole member |
| PR TITUS LIMITED PARTNERSHIP | CUMBERLAND MALL ASSOCIATES, LLC |
| By: PR Titus LLC, sole member | By: PR Cumberland GP, LLC, sole general partner |
| By: PREIT Associates, L.P., sole member | By: PREIT Associates, L.P., sole member |
| PR TITUS LLC | PR CUMBERLAND GP LLC |
| By: PREIT Associates, L.P., sole member | By: PREIT Associates, L.P., sole member |
| PR WARRINGTON LIMITED PARTNERSHIP | PR CUMBERLAND LP LLC |
| By: PR Warrington LLC, sole general partner | By: PREIT Associates, L.P., sole member |
| By: PREIT Associates, L.P., sole member | PR CUMBERLAND OUTPARCEL LLC |
| PR WARRINGTON LLC | By: PREIT Associates, L.P., sole member |
| By: PREIT Associates, L.P., sole member | PREIT GADSDEN MALL LLC |
| PRGL PAXTON LIMITED PARTNERSHIP | By: PREIT Associates, L.P., sole member |
| By: PR Paxton LLC, sole general partner | PREIT GADSDEN OFFICE LLC |
| By: PREIT Associates, L.P., sole member | By: PREIT Associates, L.P., sole member |
| PR PAXTON LLC | |
| By: PREIT Associates, L.P., sole member |
| By: Pennsylvania Real Estate Investment Trust, sole general partner | |
| By: /s/ Bruce Goldman Name: Bruce Goldman Title: Executive Vice President |
| PR NORTHEAST LIMITED PARTNERSHIP | PR CROSSROAD I LLC |
| By: PR Northeast LLC, sole general partner | By: PREIT Associates, L.P., sole member |
| By: PREIT Associates, L.P., sole member | PR CROSSROADS II LLC |
| PR NORTHEAST LLC | By: PREIT Associates, L.P., sole member |
| By: PREIT Associates, L.P., sole member | PR VALLEY LIMITED PARTNERSHIP |
| ROOSEVELT ASSOCIATES, L.P. | By: PR Valley LLC, sole general partner |
| By: PR Northeast LLC, sole general partner | By: PREIT Associates, L.P., sole member |
| By: PREIT Associates, L.P., sole member | PR VALLEY LLC |
| PR BVM LLC | By: PREIT Associates, L.P., sole member |
| By: PREIT Associates, L.P., sole member | PR VALLEY VIEW DOWNS LIMITED PARTNERSHIP |
| PR AEKI PLYMOUTH L.P. | By: PR Valley View Downs LLC, sole general partner |
| By: PR AEKI Plymouth LLC, sole general partner | By: PREIT Associates, L.P., sole member |
| PR AEKI PLYMOUTH LLC | PR VALLEY VIEW DOWNS LLC |
| By: PREIT Associates, L.P., sole member | By: PREIT Associates, L.P., sole member |
| PREIT SERVICES LLC | PR ORLANDO FASHION SQUARE LLC |
| By: PREIT Associates, L.P., sole member | By: PREIT Associates, L.P., sole member |
| PR NEW GARDEN, L.P. | PR NORTHEAST WHITAKER AVENUE, L.P. |
| By: PR New Garden LLC, sole general | By: PR Northeast Whitaker Avenue LLC, sole general partner |
| partner | By: PREIT Associates, L.P., sole member |
| By: PREIT Associates, L.P., sole member | PR NORTHEAST WHITAKER AVENUE LLC |
| PR NEW GARDEN LLC | By: PREIT Associates, L.P., sole member |
| By: PREIT Associates, L.P., sole member | PR LACEY LLC |
| PR WESTGATE LIMITED PARTNERSHIP | By: PREIT Associates, L.P., sole member |
| By: PR Westgate LLC, sole general | PR HOLDING SUB LIMITED PARTNERSHIP |
| Partner | By: PR Holding Sub LLC, sole general partner |
| By: PREIT Associates, L.P., sole member | By: PREIT Associates, L.P., sole member |
| PR WESTGATE LLC | PR HOLDING SUB LLC |
| By: PREIT Associates, L.P., sole member | By: PREIT Associates, L.P., sole member |
| PR WIREGRASS COMMONS LLC | PR ACQUISITION SUB LLC |
| By: PREIT Associates, L.P., sole member | By: PREIT Associates, L.P., sole member |
| PR SCHUYLKILL LIMITED PARTNERSHIP | |
| By: PR Schuylkill LLC, sole general partner | |
| By: PREIT Associates, L.P., sole member | |
| PR SCHUYLKILL LLC | |
| By: PREIT Associates, L.P., sole member |
| By: Pennsylvania Real Estate Investment Trust, sole general partner | |
| By: /s/ Bruce Goldman Name: Bruce Goldman Title: Executive Vice President |
| ECHELON TITLE, LLC | KEYSTONE PHILADELPHIA PROPERTIES, L.P. |
| By: PR Echelon Limited Partnership, sole member | By: Keystone Philadelphia Properties, LLC, general partner |
| By: PR Echelon LLC, general partner | By: PR Gallery II, LLC, sole member |
| By: PREIT Associates, L.P., sole member | By: PREIT Associates, L.P., sole member |
| EXTON SQUARE PROPERTY LLC | KEYSTONE PHILADELPHIA PROPERTIES, LLC |
| By: X-I Holding L.P., managing member | By: PR Gallery II, LLC, sole member |
| By: XGP LLC, general partner | By: PREIT Associates, L.P., sole member |
| By: PR Exton Limited Partnership, sole member | PR GALLERY II LIMITED PARTNERSHIP |
| By: PR Exton LLC, general partner | By: PR Gallery II LLC, general partner |
| By: PREIT Associates, L.P., sole member | By: PREIT Associates, L.P., sole member |
| EXTON SQUARE 1, LLC | PR GALLERY II LLC |
| EXTON SQUARE 2, LLC | By: PREIT Associates, L.P., sole member |
| EXTON SQUARE 3, LLC | MOOORESTOWN MALL LLC |
| EXTON SQUARE 4, LLC | By: PR Moorestown Limited Partnership, sole member |
| EXTON SQUARE 5, LLC | By: PR Moorestown LLC, general partner |
| EXTON SQUARE 6, LLC | By: PREIT Associates, L.P., sole member |
| EXTON SQUARE 7, LLC | PR RADIO DRIVE LLC |
| EXTON SQUARE 8, LLC | By: PREIT Associates, L.P., sole member |
| EXTON SQUARE 9, LLC | |
| EXTON SQUARE 10, LLC | |
| EXTON SQUARE 11, LLC | |
| By: X-II Holding L.P., sole member | |
| By: XGP LLC, general partner | |
| By: PR Exton Limited Partnership, sole member | |
| By: PR Exton LLC, general partner | |
| By: PREIT Associates, L.P., sole member | |
| PR SWEDES SQUARE LLC | |
| By: PREIT Associates, L.P., sole member | |
| XGP LLC | |
| By: PR Exton Limited Partnership, sole member | |
| By: PR Exton LLC, general partner | |
| By: PREIT Associates, L.P., sole member | |
| X-I HOLDING L.P. | |
| By: XGP LLC, general partner | |
| By: PR Exton Limited Partnership, sole member | |
| By: PR Exton LLC, general partner | |
| By: PREIT Associates, L.P., sole member | |
| X-II HOLDING L.P. | |
| By: XGP LLC, general partner | |
| By: PR Exton Limited Partnership, sole member | |
| By: PR Exton LLC, general partner | |
| By: PREIT Associates, L.P., sole member |
| By: Pennsylvania Real Estate Investment Trust, sole general partner | |
| By: /s/ Bruce Goldman Name: Bruce Goldman Title: Executive Vice President |
| AGENT AND THE LENDERS | ||
| WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, Swingline Lender and as a Lender | ||
| By: /s/ Charles J. Cooke, Jr. Name: Charles J. Cook, Jr. Title: Vice President | ||
| U.S. BANK NATIONAL ASSOCIATION | ||
| By: /s/ Renee Lewis Name: Renee Lewis Title: Vice President | ||
| COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES | ||
| By: /s/ Ralph C. Marra, Jr. Name: Ralph C. Marra, Jr. Title: Vice President | ||
| By: /s/ Kerstin Micke Name: Kerstin Micke Title: Assistant Vice President | ||
| MANUFACTURERS & TRADERS TRUST COMPANY | ||
| By: /s/ Bernard T. Shields Name: Bernard T. Shields Title: Vice President | ||
| JPMORGAN CHASE BANK, N.A. (successor by merger to BANK ONE, NA) | ||
| By: /s/ Marc E. Costantino Name: Marc E. Constantino Title: Vice President | ||
| EUROHYPO AG, NEW YORK BRANCH | ||
| By: /s/ John Lippmann Name: John Lippmann Title: Vice President | ||
| By: /s/ Alice Ha Name: Alice Ha Title: Associate | ||
| WACHOVIA BANK, NATIONAL ASSOCIATION | ||
| By: /s/ Kimberly A. Ludtke Name: Kimberly A. Ludtke Title: Vice President | ||
| UNION BANK OF CALIFORNIA, N.A | ||
| By: /s/ Jack Kissane Name: Jack Kissane Title: Vice President | ||
| ALLIED IRISH BANKS, P.L.C. | ||
| By: /s/ Kathryn E. Murdoch Name: Kathryn E. Murdoch Title: Vice President | ||
| By: /s/ Thomas Fritton Name: Thomas Fritton Title: Vice President |
| CITIZENS BANK OF PENNSYLVANIA | ||
| By: /s/ Kellie Anderson | ||
| Name: Kellie Anderson | ||
| Title: Vice President | ||
| NATIONAL CITY BANK | ||
| By: /s/ Tara Handforth | ||
| Name: Tara Handforth | ||
| Title: Vice President | ||
| WILMINGTON TRUST OF PENNSYLVANIA | ||
| By: /s/ Greg A. Hartin | ||
| Name: Greg A. Hartin | ||
| Title: Vice President | ||
| BANK OF AMERICA, N.A | ||
| By: /s/ Robert J. Epstein | ||
| Name: Robert J. Epstein | ||
| Title: Vice President | ||
| CITICORP NORTH AMERICA, INC. | ||
| By: /s/ Jeanne M. Craig | ||
| Name: Jeanne M. Craig | ||
| Title: Vice President | ||
| FIRSTRUST BANK | ||
| By: /s/ Bruce A. Gillespie | ||
| Name: Bruce A. Gillespie | ||
| Title: Vice President | ||
| SOVEREIGN BANK | ||
| By: /s/ Matthew A. Anzideo Name: Matthew A. Anzideo Title: Vice President | ||