Exhibit 10.1
AMENDMENT NO. 2 TO THIRD
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AMENDED AND RESTATED CREDIT AGREEMENT
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This AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment No. 2") is made as of June 20, 2005 by and among (a) Reckson
Operating Partnership, L.P. (the "Borrower"), (b) the Lenders party hereto,
and (c) JPMorgan Chase Bank, N.A. (f/k/a JPMorgan Chase Bank) as
Administrative Agent (in such capacity, the "Administrative Agent") for the
Lenders.
WHEREAS, the Borrower, the Lenders and the Administrative Agent are
parties to a Third Amended and Restated Credit Agreement dated as of August 6,
2004, as amended by Amendment No. 1 to Third Amended and Restated Credit
Agreement, dated as of May 11, 2005 (as so amended, the "Credit Agreement"),
pursuant to which the Lenders have agreed to make loans to the Borrower on the
terms and conditions set forth therein; and
WHEREAS, the Borrower has requested that the Lenders amend certain
provisions of the Credit Agreement, and the Lenders party hereto are willing
to so amend certain provisions of the Credit Agreement on the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing premises, and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and fully intending to be legally bound by this Amendment
No. 2, the parties hereto agree as follows:
1. Definitions. Capitalized terms used herein without definition shall
have the meanings assigned to such terms in the Credit Agreement.
2. Amendments to Credit Agreement. As of the Effective Date (as defined
in ss.4 hereof) the Credit Agreement is amended as follows:
2.1. Amendments to Section 1.1. Section 1.1. is hereby amended as
follows:
2.1.1. The definition of the term "Adjusted Unencumbered NOI"
is hereby amended by restating the proviso at the end of such
definition to read as follows:
"provided, clause (ii) above shall not exceed twenty percent
(20%) of Adjusted Unencumbered NOI; clause (iii) above shall not
exceed ten percent (10%) of Adjusted Unencumbered NOI; and clause
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(iv) above shall not exceed fifteen percent (15%) of Adjusted
Unencumbered NOI."
2.1.2. The definition of the term "Applicable Margin" is hereby
amended by deleting the table set forth therein in its entirety and
substituting the following table in place thereof:
Range of Applicable Applicable
the Borrower's Margin for Euro Margin for
Credit Rating Dollar Loans Base Rate
(S&P/Moody's (% per annum) Loans
or other Ratings) ------------- (% per annum)
----------------- -------------
A-/A3 or their equivalent or 0.50 0
higher
BBB+/Baa1 or their equivalent 0.525 0
BBB/Baa2 or their equivalent 0.60 0
BBB-/Baa3 or their equivalent 0.80 0
Below BBB-/Baa3 or their 1.10 0
equivalent or unrated
2.1.3. The definition of the term "Base Rate Loan" is hereby
amended by inserting the words "or a Swingline Loan" at the end of
clause (i) of such definition after the words "Section 5.1(a)".
2.1.4. The definition of the term "Capital Expenditure Coverage
Reserve Amounts" is hereby amended by inserting the words ";
provided that all properties that are subject to a Triple Net Lease
shall be excluded from the foregoing calculation of the Capital
Expenditure Coverage Reserve Amounts" at the end of such definition
after the word "Assets".
2.1.5. The definition of the term "Capital Expenditure
Valuation Reserve Amounts" is hereby amended by inserting the words
"; provided that all properties that are subject to a Triple Net
Lease shall be excluded from the foregoing calculation of the
Capital Expenditure Valuation Reserve Amounts" at the end of such
definition after the word "Assets".
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2.1.6. The definition of the term "Indebtedness" is hereby
amended by inserting the words ", other than any undrawn letter of
credit to the extent that such letter of credit supports any
Contractual Obligation with a term of less than ninety (90) days,"
at the end of clause (a)(iii) of such definition.
2.1.7. The definition of the term "Lender" is hereby amended by
inserting the following sentence at the end of such definition:
"Unless the context otherwise requires, the term "Lenders"
includes the Swingline Lender."
2.1.8. The definition of the term "Loans" is hereby amended and
restated in its entirety as follows:
""Loans" means Committed Loans, Competitive Bid Loans and
Swingline Loans."
2.1.9. The definition of the term "New York City Asset" is
hereby amended and restated in its entirety as follows:
""New York City Asset" means (i) Real Property which is Class A
office property located in the borough of Manhattan, New York, New
York or (ii) Real Property which is Class A office property located
in any other borough of New York, New York and is substantially
similar to Class A office properties located in the borough of
Manhattan, New York, New York, and in each case which is owned or
ground-leased by one of the Consolidated Businesses or Joint
Ventures."
2.1.10. The definition of the term "Note" is hereby amended and
restated in its entirety as follows:
""Note" means any of the Borrower Notes, the Designated Lender
Notes and any promissory notes issued to the Swingline Lender;
"Notes" means, collectively, all of such Notes outstanding at any
given time."
2.1.11. The definition of the term "Revolving Credit
Commitment" is hereby amended by inserting the words "and Swingline
Loans" after the words "Letters of Credit" in the second line of
such definition.
2.1.12. The definition of the term "Revolving Credit
Obligations" is hereby amended by inserting the words ", plus (iv)
the
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outstanding principal amount of the Swingline Loans at such time" at
the end of such definition immediately after the word "time".
2.1.13. The definition of the term "Revolving Credit
Termination Date" is hereby amended by deleting the date "August 6,
2007" in the first line of such definition and replacing it with the
date "August 6, 2008".
2.1.14. The definition of the term "Total Unencumbered Value"
is hereby amended by restating the second sentence of the second
paragraph of such definition to read as follows:
"Clause (iii) shall not exceed ten percent (10%) of Total
Unencumbered Value."
2.1.15. The definition of the term "Total Value" is hereby
amended and restated in its entirety as follows:
""Total Value" means (a) the sum of (i) Valuation NOI divided
by (A) seven and one-half percent (7.50%) for all New York City
Assets, (B) eight and three-quarter percent (8.75%) for all other
office Real Property, and (C) nine percent (9.00%) for industrial
Real Property; (ii) the Investment in office and industrial Projects
owned or ground-leased by the Consolidated Businesses for less than
four fiscal quarters; (iii) unrestricted Cash and Cash Equivalents;
(iv) land cost (at book value) and Construction Asset Cost, which
credit will be limited to fifteen percent (15%) of Total Value
(exclusive of build-to-suit Projects that are seventy-five percent
(75%) pre-leased or Projects which are less than seventy-five
percent (75%) pre-leased but have a pro-forma yield of ten percent
(10%) or more, based upon executed leases and the cost of
acquisition plus the estimated cost to complete the same, which
estimated cost to complete shall be determined in a manner
reasonably acceptable to the Administrative Agent and the
Syndication Agent); (v) NOI from all other Real Property not
otherwise set forth in this definition, divided by twelve percent
(12%); (vi) Servicing EBITDA of the Management Company or other such
service companies for the immediately preceding four (4) consecutive
quarters, divided by twenty percent (20%); (vii) any investment in
or loan to (based on the actual cash investment in or loan to),
directly or indirectly, an affiliated or unaffiliated operating
company and investments in or loans to Investment Funds either
directly or indirectly or joint venture arrangements with Investment
Funds, which credit will be limited to $100,000,000 (valued at the
lower of cost or market in accordance with GAAP), other than (x)
investments in, loans to, or joint venture arrangements with Joint
Ventures and (y)
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Performing Notes; (viii) Performing Notes, which credit will be
limited in the aggregate to fifteen percent (15%) of Total Value;
and (ix) Eligible Cash 1031 Proceeds;
less (b) the quotient of the Capital Expenditure Valuation
Reserve Amounts for such period, divided by (A) seven and one-half
percent (7.50%) for all New York City Assets, (B) eight and
three-quarter percent (8.75%) for all other office Property, and (C)
nine percent (9.00%) for industrial Property;
provided, the sum of items (a) (iv), (vii) and (viii) above
shall not exceed twenty-five percent (25%) of Total Value."
2.1.16. The following new definitions shall be inserted in
Section 1.1. in proper alphabetical order:
""Swingline Lender" means JPMorgan Chase Bank in its capacity
as the lender of Swingline Loans hereunder, and its successors in
such capacity."
""Swingline Loan" means a Loan made pursuant to Section 2.7."
""Triple Net Lease" means a Lease representing all or
substantially all of the rentable area of a Property where the
tenant is responsible for real estate taxes and assessments, repairs
and maintenance, insurance and other expenses relating to such
Property provided, that adequate insurance is maintained for such
Property either by the tenant, the Borrower, the Company, a
Subsidiary or a Joint Venture."
2.2. Amendments to Section 2.1. Section 2.1. is hereby amended as
follows:
2.2.1. Subsection 2.1(a) is hereby amended by inserting the
following sentence after the last sentence of Subsection 2.1.(a):
"Each Swingline Loan shall be in an amount that is not less
than $5,000,000."
2.2.2. Subsection 2.1(c) is hereby amended by deleting the word
"and" immediately before Subsection 2.1(c)(y) in the fourth line
thereof and replacing it with a comma. Subsection 2.1(c) is hereby
further amended by inserting the words "and (z) no later than 2:00
p.m. (New York time) in the case of a Borrowing of Swingline Loans,
as
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provided in Section 2.7(b)" immediately after the first reference to
"Eurodollar Rate Loans" in the sixth line thereof.
2.2.3. Subsection 2.1(d) is hereby amended by inserting the
words "(or 1:00 p.m. in the case of participations in Swingline
Loans)" after the words "12:00 noon" in the eighth line thereof.
Subsection 2.1(d) is hereby further amended by inserting the words
", provided that Swingline Loans shall be made as provided in
Section 2.7" at the end of the second sentence of such subsection.
2.3. Section 2.7. A new Section 2.7 shall be inserted immediately
after Section 2.6 and shall read as follows:
"2.7. Swingline Loans. (a) Subject to the terms and conditions set
forth herein, the Swingline Lender agrees to make Swingline Loans to the
Borrower from time to time during the Revolving Credit Period, in an
aggregate principal amount at any time outstanding that will not result
in (i) the aggregate principal amount of outstanding Swingline Loans
exceeding $50,000,000 or (ii) the Revolving Credit Obligations exceeding
the Maximum Revolving Credit Amount; provided that the Swingline Lender
shall not be required to make a Swingline Loan to refinance an
outstanding Swingline Loan. Within the foregoing limits and subject to
the terms and conditions set forth herein, the Borrower may borrow,
prepay and reborrow Swingline Loans.
(b) To request a Swingline Loan, the Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by
telecopy), not later than 2:00 p.m., New York City time, on the day of a
proposed Swingline Loan. Each such notice shall be irrevocable and shall
specify the requested date (which shall be a Business Day and may be the
same day as the request) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any
such notice received from the Borrower. The Swingline Lender shall make
each Swingline Loan available to the Borrower by means of a credit to the
general deposit account of the Borrower with the Swingline Lender by 3:00
p.m., New York City time, on the requested date of such Swingline Loan.
(c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 10:00 a.m., New York City time, on
any Business Day require the Lenders to acquire participations on such
Business Day in all or a portion of the Swingline Loans outstanding and
unpaid in accordance with Section 14.1(e). Such notice shall specify the
aggregate amount of Swingline Loans in which Lenders will participate.
Promptly upon receipt of such notice, the Administrative Agent will give
notice thereof to each Lender, specifying in such notice such Lender's
Pro Rata Share of such Swingline Loan or Loans. Each Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided
above, to pay to the Administrative Agent, for the account of the
Swingline Lender, such Lender's Pro Rata Share of such
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Swingline Loan or Loans. Each Lender acknowledges and agrees that its
obligation to acquire participations in Swingline Loans pursuant to this
paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of an
Event of Default or reduction or termination of the Revolving Credit
Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever. Each Lender shall comply
with its obligation under this paragraph by wire transfer of immediately
available funds, in the same manner as provided in Section 2.1(d) with
respect to Loans made by such Lender (and Section 2.1(d) shall apply,
mutatis mutandis, to the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay to the Swingline Lender the
amounts so received by it from the Lenders. The Administrative Agent
shall notify the Borrower of any participations in any Swingline Loan
acquired pursuant to this paragraph, and thereafter payments in respect
of such Swingline Loan shall be made to the Administrative Agent and not
to the Swingline Lender. Any amounts received by the Swingline Lender
from the Borrower (or other party on behalf of the Borrower) in respect
of a Swingline Loan after receipt by the Swingline Lender of the proceeds
of a sale of participations therein shall be promptly remitted to the
Administrative Agent; any such amounts received by the Administrative
Agent shall be promptly remitted by the Administrative Agent to the
Lenders that shall have made their payments pursuant to this paragraph
and to the Swingline Lender, as their interests may appear; provided that
any such payment so remitted shall be repaid to the Swingline Lender or
to the Administrative Agent, as applicable, if and to the extent such
payment is required to be refunded to the Borrower for any reason. The
purchase of participations in a Swingline Loan pursuant to this paragraph
shall not relieve the Borrower of any default by the Borrower in the
payment thereof."
2.4. Amendment to Section 4.1. Section 4.1(a) is hereby amended by
inserting the following sentence immediately before the last sentence of
such Section 4.1(a):
"Swingline Loans may be prepaid provided that the Borrower notifies
the Swingline Lender of such prepayment no later than 12:00 p.m. (New
York time) on the date of such prepayment."
2.5. Amendment to Section 4.3. Section 4.3(a) is hereby amended by
inserting the following sentence immediately after the first sentence of
such Section 4.3(a):
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"The Borrower hereby promises to pay to the Swingline Lender the
then unpaid principal amount of each Swingline Loan on or before the
earliest of (1) the Revolving Credit Termination Date, (2) the fifth
Business Day after such Swingline Loan is made, (3) the last day of any
calendar quarter, and (4) each date that another Borrowing (other than a
Swingline Borrowing) is made."
2.6. Amendments to Section 5.1.
2.6.1. Section 5.1(a) is hereby further amended by inserting
the following sentence immediately before the last sentence of such
Section 5.1(a):
"Each Swingline Loan shall be a Base Rate Loan."
2.6.2. Section 5.1(b) is hereby amended by inserting the words
"(other than a Swingline Loan)" after the phrase "Interest accrued
on each Loan" in the first line of such Section 5.1(b). Section
5.1(b) is hereby further amended by inserting the following sentence
at the end of such Section 5.1(b):
"Interest accrued on each Swingline Loan shall be calculated
and payable in arrears on the date that such Loan is required to be
repaid."
2.6.3. Section 5.1(c) is hereby amended by inserting the
following sentence immediately after the last sentence of such
Section 5.1(c)(i):
"This Section 5.1(c) shall not apply to Swingline Loans, which
may not be converted or continued."
2.7. Amendment to Section 9.5. Section 9.5 is hereby amended and
restated in its entirety to read as follows:
"9.5. Insurance. The Borrower shall maintain for itself and its
Subsidiaries, or shall cause each of its Subsidiaries or tenants to
maintain, in full force and effect the insurance policies and programs
listed on Schedule 7.1-T or substantially similar policies and programs
or other policies and programs as are reasonably acceptable to the
Administrative Agent. All such policies and programs shall be maintained
(a) with insurers having an Alfred M. Best Company, Inc. rating of "A" or
better (or if approved by the Administrative Agent, a rating of "A-") and
a financial size category of not less than VIII or (b) in the case of (i)
insurance maintained by tenants, pursuant to insurance programs,
including self-insurance, supported by creditworthy entities which do not
satisfy clause (a) above or (ii) a program by
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which a tenant (or any guarantor of tenant) undertakes obligations that
are substantially the same as would be covered by the insurance referred
to in this Section, by a tenant (or any guarantor) that is a creditworthy
entity, in each case consistent with normal industry practice and
reasonably acceptable to the Administrative Agent; provided that a tenant
(or any guarantor) that is, or has senior unsecured long term debt that
is, rated at least "A" (or its equivalent) by any Rating Agency shall be
deemed to have acceptable creditworthiness by the Administrative Agent."
2.8. Amendments to Section 10.11.
2.8.1. Section 10.11(a) is hereby amended by restating such
Section 10.11(a) in its entirety to read as follows:
"(a) Indebtedness. Neither the Borrower nor any of its
Subsidiaries shall directly or indirectly create, incur, assume or
otherwise become or remain directly or indirectly liable with
respect to ("Incur") any Indebtedness, except:
(i) Total Outstanding Indebtedness which would not exceed
sixty percent (60%) of Total Value as of the date of
incurrence; provided that if the Borrower or its Subsidiaries
shall have Incurred any Indebtedness in connection with the
acquisition of any material Real Property during the previous
120 days, the Borrower or its Subsidiaries may Incur
Indebtedness (the "Incurrence") that would cause Total
Outstanding Indebtedness to exceed sixty percent (60%) of Total
Value so long as (x) Total Outstanding Indebtedness does not
exceed sixty-five percent (65%) of Total Value and (y) Total
Outstanding Indebtedness is reduced to sixty percent (60%) or
less of Total Value within 240 days after the date of the
Incurrence (with such reduction to be certified in writing to
the Administrative Agent by the Borrower);
(ii) Total Secured Outstanding Indebtedness which would
not exceed forty percent (40%) of Total Value as of the date of
incurrence, or
(iii) Total Recourse Secured Outstanding Indebtedness
which would not exceed ten percent (10%) of Total Value as of
the date of incurrence."
2.8.2. Section 10.11(b) is hereby amended by deleting the words
"the date hereof" at the end of such Section 10.11(b) and replacing
such words with the date "June 20, 2005".
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2.9. Amendment to Section 12.5. Section 12.5 is hereby amended by
restating such Section 12.5 in its entirety to read as follows:
"12.5. Indemnification. To the extent that the Administrative Agent,
a Documentation Agent, a Co-Agent, the Syndication Agent, the Swingline
Lender or the Issuing Bank or any Arranger is not reimbursed and
indemnified by the Borrower, the Lenders will reimburse and indemnify
such Agent, the Swingline Lender or the Issuing Bank for and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, and reasonable costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by, or
asserted against it in any way relating to or arising out of the Loan
Documents or any action taken or omitted by such Agent, the Swingline
Lender or the Issuing Bank under the Loan Documents, in proportion to
each Lender's Pro Rata Share. Notwithstanding anything to the contrary
contained herein, the Administrative Agent, a Documentation Agent, a
Co-Agent, the Syndication Agent, the Swingline Lender, the Issuing Bank
or any Arranger shall not be indemnified to the extent such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs
and expenses result from such Person's gross negligence, willful
misconduct or breach of this Article XII. Such Agent, the Swingline
Lender or the Issuing Bank agrees to refund to the Lenders any of the
foregoing amounts paid to it by the Lenders which amounts are
subsequently recovered by such Agent, the Swingline Lender or the Issuing
Bank from the Borrower or any other Person on behalf of the Borrower. The
obligations of the Lenders under this Section 12.5 shall survive the
payment in full of the Loans, the Reimbursement Obligations and all other
Obligations and the termination of this Agreement."
2.10. Amendment to Section 14.1(e). Section 14.1(e) is hereby
amended by inserting the words "and Swingline Loans" immediately after
the words "Committed Loans" in the fourth line of such Section 14.1(e).
Section 14.1(e) is hereby further amended by inserting the words "and
Swingline Loans" immediately after the words "Letters of Credit" in the
fifth line of such Section 14.1(e).
2.11. Amendment to Section 14.7(d). Section 14.7(d) is hereby
amended by inserting the words ", the Issuing Bank or the Swingline
Lender" after the words "the Administrative Agent" in the sixth line of
such Section 14.7(d). Section 14.7(d) is hereby further amended by
inserting the words ", the Issuing Bank or the Swingline Lender, as the
case may be," after the words "the Administrative Agent" in the seventh
line of such Section 14.7(d).
2.12. Amendment to Schedules. Schedule LC is hereby amended by
adding the words "& SWINGLINE LENDER" immediately after the words
"ADMINISTRATIVE AGENT" in the title of Section I.
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3. Provisions Of General Application.
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3.1. Representations and Warranties. The Borrower hereby represents
and warrants as of the date hereof that (a) each of the representations
and warranties of the Borrower contained in the Credit Agreement, the
other Loan Documents or in any document or instrument delivered pursuant
to or in connection with the Credit Agreement or this Amendment No. 2 are
true and correct in all material respects as of the date as of which they
were made and are true and correct in all material respects at and as of
the date of this Amendment No. 2 (except to the extent that such
representations and warranties expressly speak as of a different date),
(b) no Potential Event of Default or Event of Default exists on the date
hereof, and (c) this Amendment No. 2 has been duly authorized, executed
and delivered by the Borrower and is in full force and effect as of the
Effective Date, and the agreements and obligations of the Borrower
contained herein constitute the legal, valid and binding obligations of
the Borrower, enforceable against it in accordance with its terms, except
to the extent that the enforcement hereof or the availability of
equitable remedies may be limited by applicable bankruptcy,
reorganization, insolvency, moratorium, fraudulent transfer, fraudulent
conveyance or similar laws now or hereafter in effect relating to or
affecting creditors' rights generally or by general principles of equity,
or by the discretion of any court in awarding equitable remedies,
regardless of whether such enforcement is considered in a preceding in
equity or at law.
3.2. No Other Changes. Except as otherwise expressly provided or
contemplated by this Amendment No. 2, all of the terms, conditions and
provisions of the Credit Agreement remain unaltered and in full force and
effect. The Credit Agreement and this Amendment No. 2 shall be read and
construed as one agreement. The making of the amendments in this
Amendment No. 2 does not imply any obligation or agreement by the
Administrative Agent or any Lender to make any other amendment, waiver,
modification or consent as to any matter on any subsequent occasion.
3.3. Governing Law. This Amendment No. 2 shall be deemed to be a
contract under the laws of the State of New York. This Amendment No. 2
and the rights and obligations of each of the parties hereto are
contracts under the laws of the State of New York and shall for all
purposes be construed in accordance with and governed by the laws of such
State (excluding the laws applicable to conflicts or choice of law).
3.4. Assignment. This Amendment No. 2 shall be binding upon and
inure to the benefit of each of the parties hereto and their respective
permitted successors and assigns.
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3.5. Counterparts. This Amendment No. 2 may be executed in any
number of counterparts, but all such counterparts shall together
constitute but one and the same agreement. In making proof of this
Amendment No. 2, it shall not be necessary to produce or account for more
than one counterpart thereof signed by each of the parties hereto.
4. Effectiveness of this Amendment No. 2. This Amendment No. 2 shall
become effective on the date on which the following conditions precedent are
satisfied (such date being hereinafter referred to as the "Effective Date"):
(a) Execution and delivery to the Administrative Agent by each of
the Lenders, the Borrower, the Guarantors and the Administrative Agent of
this Amendment No. 2.
(b) Execution and delivery to the Administrative Agent of (i) a
certificate of the Borrower confirming that there have been no changes to
its charter documents since May 11, 2005, or (ii) if there have been
changes to the Borrower's charter document since such date, a secretary's
certificate of the Borrower certifying as to such changes.
(c) Delivery to the Administrative Agent of an incumbency
certificate of the Borrower and of resolutions of the board of directors
of the general partner of the Borrower authorizing this Amendment No. 2.
(d) Payment to the Administrative Agent, for the accounts of the
Agents and the Lenders, as applicable, all fees due and payable on or
before the Effective Date and all expenses due and payable on or before
the Effective Date, including, without limitation, reasonable attorneys'
fees and expenses and other costs and expenses incurred in connection
with this Amendment No. 2.
(e) Delivery to the Administrative Agent by Fried Frank Harris
Shriver & Jacobson LLP, as counsel to the Borrower, of an opinion
addressed to the Lenders and the Administrative Agent in form and
substance reasonably satisfactory to the Administrative Agent.
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IN WITNESS WHEREOF, the undersigned have duly executed and delivered this
Amendment No. 2 as of the date first set forth above.
RECKSON OPERATING PARTNERSHIP, L.P.
By: Reckson Associates Realty Corp.,
its general partner
By: /s/ Michael Maturo
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Name: Michael Maturo
Title: Chief Financial Officer
JPMORGAN CHASE BANK, N.A.,
individually and as Issuing Bank,
Swingline Lender and Administrative
Agent
By:/s/ Marc E. Costantino
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Name: Marc E. Costantino
Title: Vice President
CITICORP NORTH AMERICA, INC.
By: /s/ Joanne M. Craig
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Name: Joanne M. Craig
Title: Vice President
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