Exhibit 10.12.1
FIRST AMENDMENT
TO
UNSECURED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO UNSECURED CREDIT AGREEMENT (this "Amendment") is
made and entered into as of the _21st__ day of September, 2005, by and among CBL
& ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (hereinafter
referred to as "Borrower"), CBL & ASSOCIATES PROPERTIES, INC., a Delaware
corporation (hereinafter referred to as the "Parent"), WELLS FARGO BANK,
NATIONAL ASSOCIATION, a national banking association, KEYBANK NATIONAL
ASSOCIATION, a national banking association, WACHOVIA BANK, NATIONAL
ASSOCIATION, a national banking association, U.S. BANK NATIONAL ASSOCIATION, a
national banking association, LASALLE BANK NATIONAL ASSOCIATION, a national
banking association, NATIONAL CITY BANK OF KENTUCKY, a national banking
association, SOCIETE GENERALE, UNION BANK OF CALIFORNIA, N.A., a national
banking association, and PNC BANK, NATIONAL ASSOCIATION, a national banking
association (hereinafter referred to individually as an "Existing Lender" and
collectively as the "Existing Lenders"), COMMERZBANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES, a German banking corporation (hereinafter referred to as "New
Lender") (the Existing Lenders and New Lender hereinafter referred to
individually as a "Lender" and collectively as the "Lenders"), WELLS FARGO BANK,
NATIONAL ASSOCIATION, a national banking association, as contractual
representative of the Lenders (in such capacity, the "Agent") and as a Co-Lead
Arranger (in such capacity, a "Co-Lead Arranger"), KEYBANK NATIONAL ASSOCIATION,
a national banking association, as Syndication Agent (in such capacity, the
"Syndication Agent") and as a Co-Lead Arranger (in such capacity, a "Co-Lead
Arranger") and U.S. BANK NATIONAL ASSOCIATION a national banking association, as
a Documentation Agent (in such capacity, a "Documentation Agent").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Borrower, Parent, Existing Lenders and Agent entered into that
certain Unsecured Credit Agreement dated as of August 27, 2004 (the "Credit
Agreement"), pursuant to which the Lenders agreed to extend to Borrower a
revolving credit facility (the "Credit Facility") in the aggregate principal
amount of up to Four Hundred Million Dollars ($400,000,000.00) at any one time
outstanding; and
WHEREAS, Borrower, Parent, Existing Lenders, New Lender and Agent desire to
modify and amend the Credit Agreement to, among other matters, increase the
aggregate principal amount of the Credit Facility to up to Five Hundred Million
Dollars ($500,000,000.00) at any one time outstanding.
NOW THEREFORE, for and in consideration of the premises, for Ten and No/100
Dollars ($10.00) in hand paid by the parties to each other, and for other good
and valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged by Borrower, Parent, Lenders, and Agent, Borrower, Parent,
Lenders, and Agent do hereby covenant and agree as follows:
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1. Definitions. Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to such terms in the Credit Agreement.
2. Commitment. (a) Pursuant to and in accordance with Paragraph 2.10 of the
Credit Agreement, Lenders have agreed to increase the maximum amount of the
Credit Facility from $400,000,000.00 to $500,000,000.00. In connection
therewith, New Lender is being made a party to the Credit Agreement, with a
Commitment Amount of $50,000,000.00 and certain of the Existing Lenders are
increasing their Commitment Amounts as follows:
Existing Lender Increase in Commitment Amount
LaSalle $25,000,000.00
Wachovia $15,000,000.00
PNC $10,000,000.00
such that, from and after the effective date hereof, the "Commitment Amount" of
each Lender shall be the amount set forth for each Lender on its signature page
hereto as its "Commitment Amount". Concurrently with its execution hereof,
Borrower shall execute a Promissory Note in favor of New Lender, and replacement
promissory notes in favor of each Existing Lender which is increasing its
Commitment Amount.
(b) Section 2.10 of the Credit Agreement is hereby amended by
deleting the figure "$500,000,000" therefrom, and by inserting
the figure "$600,000,000" in lieu thereof.
3. Adjusted Asset Value. The definition of Adjusted Asset Value
hcontained in the Credit Agreement is hereby amended:
(a) by deleting the first sentence thereof and inserting in lieu
thereof the following sentence:
"Adjusted Asset Value" means, as of a given date, the sum of (i)
EBITDA attributable to malls, power centers and all other assets
for the fiscal quarter most recently ended times (ii) 4; divided
by (iii) 7.25%."; and
(b) by deleting therefrom the final sentence thereof, which did read:
"In addition, in the case of any operating Property acquired in
the immediately preceding period of eighteen consecutive months
for a purchase price indicative of a capitalization rate of less
than 8.25%, EBITDA attributable to such Property shall be
excluded from the determination of Adjusted Asset Value, if that
particular operating Property is valued in Parent's financial
statements at its purchase price."
and inserting the following in lieu thereof:
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"In addition, in the case of any operating Property acquired in
the immediately preceding period of eighteen (18) consecutive
months for a purchase price indicative of a capitalization rate
of less than 7.25%, EBITDA attributable to such Property shall be
excluded from the determination of Adjusted Asset Value, if that
particular operating Property is valued in Parent's financial
statements at its purchase price."
4. Applicable LIBOR Rate Margin. The definition of Applicable LIBOR Rate
Margin contained in the Credit Agreement is hereby amended by deleting the
following therefrom:
APPLICABLE LIBOR
RATE MARGIN
LEVERAGE
--------------------------------- -------------------------
Less than forty-five percent One hundred (100) basis
(45%) points (1.00%)
--------------------------------- -------------------------
Greater than or equal to One hundred ten (110)
forty-five percent (45%) but basis points (1.10%)
less than fifty-five percent
(55%)
--------------------------------- -------------------------
Greater than or equal to fifty One hundred twenty-five
five percent (55%) but less (125) basis points
than sixty percent (60%) (1.25%)
--------------------------------- -------------------------
Greater than or equal to sixty One hundred forty-five
percent (60%) (145) basis points
(1.45%)
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and inserting the following in lieu thereof:
APPLICABLE LIBOR
RATE MARGIN
LEVERAGE
- --------------------------------- --------------------------
Less than forty-five percent Ninety (90) basis points
(45%) (0.90%)
- --------------------------------- --------------------------
Greater than or equal to One hundred (100) basis
forty-five percent (45%) but points (1.00%)
less than fifty-five percent
(55%)
- --------------------------------- --------------------------
Greater than or equal to One hundred twenty
fifty five percent (55%) (120) basis points
but less than sixty percent (1.20%)
(60%)
- --------------------------------- --------------------------
Greater than or equal to sixty One hundred forty-five
percent (60%) (145) basis points
(1.45%)
- --------------------------------- --------------------------
5. Gross Asset Value. The definition of Gross Asset Value contained in the
Credit Agreement is hereby amended by deleting therefrom paragraph (e)(ii)
thereof, which did read:
"(ii) any operating Property acquired in the immediately preceding
period of eighteen consecutive months for a purchase price indicative
of a capitalization rate of less than 8.25%; provided, that if the
Parent or a Subsidiary acquired such Property together with other
Properties or other assets and paid an aggregate purchase price for
such Properties and other assets, then the Parent shall allocate the
portion of the aggregate purchase price attributable to such Property
in a manner consistent with reasonable accounting practices; provided
further, in no event shall the aggregate value of such operating
Properties included in Gross Asset Value pursuant to this clause
(e)(ii) exceed $1,000,000,000.00;"
and inserting the following in lieu thereof:
"(ii) any operating Property acquired in the immediately preceding
period of eighteen consecutive months for a purchase price indicative
of a capitalization rate of less than 7.25%; provided, that if the
Parent or a Subsidiary acquired such Property together with other
Properties or other assets and paid an aggregate purchase price for
such Properties and other assets, then the Parent shall allocate the
portion of the aggregate purchase price attributable to such Property
in a manner consistent with reasonable accounting practices; provided
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further, in no event shall the aggregate value of such operating
Properties included in Gross Asset Value pursuant to this clause
(e)(ii) exceed $2,000,000,000.00;"
6. Unsecured Indebtedness. The Credit Agreement is hereby amended by
deleting Section 9.1(h) therefrom, which did read:
"Borrower shall not permit the sum of (a) Borrower's Unsecured
Indebtedness (excluding the Loan), plus (b) the Unsecured Indebtedness
of Borrower's Affiliates, to exceed $100,000,000.00 at any time."
and inserting the following in lieu thereof:
"Borrower shall not permit the sum of (a) Borrower's Unsecured
Indebtedness (excluding the Loan) plus (b) the Unsecured Indebtedness
of Borrower's Affiliates to exceed $100,000,000 at any time. For the
purposes of this subsection (h), Indebtedness of Borrower and
Borrower's Affiliates as to which the Borrower or such Affiliate has
granted to the holder thereof a "pocket mortgage" shall not be
considered Unsecured Indebtedness; provided however, that such
Indebtedness shall be considered Unsecured Indebtedness from and after
the occurrence of any of the following (i) the date any event
described in items (i)-(viii) of Section 10.1(e) or Section items (i)
or (ii) of 10.1(f) occurs with respect to Borrower or such Affiliate,
(ii) any restriction (other than the occurrence of an event of default
and the failure by the guarantor of said indebtedness to purchase the
loan secured by the pocket mortgage within the time, if any, permitted
for such purchase by the terms of the pocket mortgage prior to the
holder thereof having the right to exercise its remedies) is placed on
the recordation of such pocket mortgage, or (iii) Borrower or such
Affiliate takes any action seeking to prevent or delay, or which would
have the effect of preventing or delaying, the recordation of such
pocket mortgage. For purposes of this Section, the term "pocket
mortgage" shall mean a mortgage, deed of trust, deed to secure debt or
other similar security instrument given to a lender for the purpose of
securing a construction loan for property located in any state with
mortgage taxes, which (x) is not recorded in the public records at the
time of closing, but is delivered to an escrow agent with instructions
that it may be recorded in the public records or such escrow agent
upon the occurrence of an event of default thereunder, under any loan
agreement executed in connection therewith or under any note or notes
or other obligations secured by such mortgage, deed of trust, deed to
secure debt or other such security instrument, and guarantor's failure
to purchase the loan evidenced or secured thereby within the time, if
any, permitted for such purchase by the terms of such pocket mortgage
prior to the holder thereof having the right to exercise its remedies,
and (y) after such recording will constitute a valid and enforceable
lien on real property; provided further, the maximum amount of
Indebtedness subject to pocket mortgages which may be excluded from
the $100,000,000 limitation set forth herein shall not exceed
$200,000,000.00 at any one time."
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7. USA Patriot Act Notice. Compliance. The Credit Agreement is hereby
amended by adding the following Section 12.22 thereto, immediately after Section
12.21 thereof:
"Section 12.22 USA Patriot Act Notice. Compliance. The USA Patriot Act
of 2001 (Public Law 107-56) and federal regulations issued with
respect thereto require all financial institutions to obtain, verify
and record certain information that identifies individuals or business
entities which open an "account" with such financial institution.
Consequently, Agent and the Lenders may from time-to-time request, and
Borrower shall provide to Agent, Borrower's, Parent's, Guarantor's and
each other Loan Party's name, address, tax identification number
and/or such other identification information as shall be necessary for
Agent and the Lenders to comply with federal law. An "account" for
this purpose may include, without limitation, a deposit account, cash
management service, a transaction or asset account, a credit account,
a loan or other extension of credit, and/or other financial services
product."
8. Litigation. Borrower warrants and represents that Schedule 6.1(f)
attached to the Credit Agreement is true, accurate and complete as of the date
hereof.
9. Conditions Precedent. Subject to the other terms and conditions hereof,
this Amendment shall not become effective until the Agent shall have received
each of the following instruments, documents or agreements, each in form and
substance satisfactory to the Agent:
(a) counterparts of this Amendment duly executed and delivered by
Borrower, Parent, Agent and each of the Lenders;
(b) Promissory Notes ("New Notes") and/or Amended and Restated
Promissory Notes ("Amended Notes") executed by the Borrower,
payable to each Lender, in the face amount of each Lender's
Commitment, as provided for in this Amendment;
(c) Acknowledgements and Consents executed by the Parent and each
Guarantor (collectively, the "Guarantor Consents"), consenting to
this Amendment and the transactions contemplated hereby;
(d) a certificate of the Secretary of CBL Holdings I, Inc. dated as
of the date hereof certifying (i) that the Certificate of
Incorporation and By-laws of CBL Holdings I, Inc. have not been
modified since August 27, 2004; (ii) that the Partnership
Agreement and Certificate of Limited Partnership of Borrower have
not been modified since August 27, 2004; (iii) that attached
thereto is a true and complete copy of Resolutions adopted by the
Board of Directors of CBL Holdings I, Inc., authorizing the
execution and delivery on behalf of Borrower of this Amendment
and the other instruments, documents or agreements executed and
delivered by or on behalf of Borrower in connection herewith (all
such instruments, documents or agreements executed and delivered
in connection herewith by or on behalf of CBL Holdings I, Inc. or
Borrower are hereinafter collectively referred to as the
"Borrower Amendment Documents"); and (iv) as to
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the incumbency and genuineness of the signatures of the officers
of CBL Holdings I, Inc. executing the Borrower Amendment
Documents to which CBL Holdings I, Inc. or Borrower is a party;
(e) a certificate of the Secretary of CBL & Associates Properties,
Inc. dated as of the date hereof certifying (i) that the
Certificate of Incorporation and By-laws of CBL & Associates
Properties, Inc. have not been modified since August 27, 2004;
(ii) that attached thereto is a true and complete copy of
Resolutions adopted by the Board of Directors of CBL & Associates
Properties, Inc., authorizing the execution and delivery on
behalf of CBL & Associates Properties, Inc. of this Amendment and
the other instruments, documents or agreements executed and
delivered by CBL & Associates Properties, Inc. in connection
herewith (all such instruments, documents or agreements executed
and delivered in connection herewith by or on behalf of CBL
Holdings I, Inc., Borrower or any Subpartnership are hereinafter
collectively referred to as the "Properties Amendment
Documents"); and (iii) as to the incumbency and genuineness of
the signatures of the officers of CBL & Associates Properties,
Inc. executing the Properties Amendment Documents to which CBL &
Associates Properties, Inc. is a party;
(f) the opinions of Borrower's in-house counsel, addressed to Agent
and each Lender and satisfactory in form and substance to Agent,
covering such matters relating to the transaction contemplated by
this Amendment as Agent may reasonably request; and
(g) payment to Agent, for the benefit of Lenders, of all loan fees
due in connection with this Amendment and the increase in the
amount of the Commitments.
Upon fulfillment of the foregoing conditions precedent, this Amendment
shall become effective as of the date hereof.
10. Representations and Warranties; No Default. Borrower hereby represents
and warrants to the Agent and the Lenders that:
(a) all of Borrower's representations and warranties contained in the
Credit Agreement and the other Loan Documents are true and
correct on and as of the date of Borrower's execution of this
Amendment;
(b) no Default or Event of Default has occurred and is continuing as
of such date under any Loan Document;
(c) Borrower and Parent have the power and authority to enter into
this Amendment and to perform all of its obligations hereunder;
(d) the execution, delivery and performance of this Amendment by
Borrower and Parent have been duly authorized by all necessary
corporate, partnership or other action;
(e) the execution and delivery of this Amendment and performance
thereof by Borrower and Parent does not and will not violate the
Partnership Agreements or other organizational documents of
Borrower or Parent or the Certificate of Incorporation, By-laws
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or other organizational documents of CBL Holdings I, Inc. and
does not and will not violate or conflict with any law, order,
writ, injunction, or decree of any court, administrative agency
or other governmental authority applicable to Borrower, Parent,
CBL Holdings I, Inc., or their respective properties; and
(f) this Amendment, the New Notes, the Amended Notes, the Guarantor
Consents, and all other documents executed in connection
herewith, constitute legal, valid and binding obligations of the
parties thereto, in accordance with the respective terms thereof,
subject to bankruptcy, insolvency and similar laws of general
application affecting the rights and remedies of creditors and,
with respect to the availability of the remedies of specific
enforcement, subject to the discretion of the court before which
any proceeding therefor may be brought.
11. Expenses. Borrower agrees to pay, immediately upon demand by the Agent,
all reasonable costs, expenses, fees and other charges and expenses actually
incurred by the Agent in connection with the negotiation, preparation, execution
and delivery of this Amendment, the New Notes, the Amended Notes, the Borrower
Amendment Documents, and the Properties Amendment Documents.
12. Defaults Hereunder. The breach of any representation, warranty or
covenant contained herein or in any document executed in connection herewith, or
the failure to observe or comply with any term or agreement contained herein
shall constitute a Default or Event of Default under the Credit Agreement
(subject to any applicable cure period set forth in the Credit Agreement) and
the Agent and the Lenders shall be entitled to exercise all rights and remedies
they may have under the Credit Agreement, any other documents executed in
connection therewith and applicable law.
13. References. All references in the Credit Agreement and the Loan
Documents to the Credit Agreement shall hereafter be deemed to be references to
the Credit Agreement as amended hereby and as the same may hereafter be amended
from time to time.
14. Limitation of Agreement. Except as especially set forth herein, this
Amendment shall not be deemed to waive, amend or modify any term or condition of
the Credit Agreement, each of which is hereby ratified and reaffirmed and which
shall remain in full force and effect, nor to serve as a consent to any matter
prohibited by the terms and conditions thereof.
15. Counterparts. To facilitate execution, this Amendment may be executed
in as many counterparts as may be convenient or required. It shall not be
necessary that the signature of, or on behalf of, each party, or that the
signature of all persons required to bind any party, appear on each counterpart.
All counterparts shall collectively constitute a single document. It shall not
be necessary in making proof of this document to produce or account for more
than a single counterpart containing the respective signatures of, or on behalf
of, each of the parties hereto. Any signature page to any counterpart may be
detached from such counterpart without impairing the legal effect of the
signature thereon and thereafter attached to another counterpart identical
thereto having attached to it additional signature pages.
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16. Further Assurances. Borrower agrees to take such further action as the
Agent or the Lenders shall reasonably request in connection herewith to evidence
the amendments herein contained to the Credit Agreement.
17. Successors and Assigns. This Amendment shall be binding upon and inure
to the benefit of the successors and permitted assigns of the parties hereto.
18. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Georgia, without regard to principles
of conflicts of law.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
Unsecured Credit Agreement to be executed by their authorized officers all as of
the day and year first above written.
BORROWER:
CBL & ASSOCIATES LIMITED PARTNERSHIP
By: CBL Holdings I, Inc., its sole general partner
By: /s/ John N. Foy
--------------------------------
Name: John N. Foy
---------------------------------
Title: Vice Chairman and Chief Financial Officer
-------------------------------------------
PARENT:
CBL & ASSOCIATES PROPERTIES, INC., solely for the
limited purposes set forth in
Section 12.19 of the Credit Agreement.
By: /s/ John N. Foy
----------------------------------------
Name: John N. Foy
---------------------------------
Title: Vice Chairman and Chief Financial Officer
-----------------------------------------
[Signatures Continued on Following Page]
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[Signature Page to First Amendment to Unsecured Credit Agreement]
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Agent,
Co-Lead Arranger and as a
Lender By: /s/ James A. Phelps
Name: James A. Phelps
----------------------------------
Title: Vice President
--------------------------------
Commitment Amount:
$100,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
2859 Paces Ferry Road, Suite 1805
Atlanta, GA 30339
Attn: Loan Administration
Telecopier: (770) 435-2262
Telephone: (770) 435-3800
[Signatures Continued on Following Page]
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[Signature Page to First Amendment to Unsecured Credit Agreement]
KEYBANK NATIONAL ASSOCIATION,
as Syndication Agent, Co-Lead Arranger and
as a Lender
By: /s/ Michael P. Szuba
-------------------------------------------
Name: Michael P. Szuba
-----------------------------------
Title: Vice President
---------------------------------
Commitment Amount:
$75,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
Keybank REC - Institutional
127 Public Square
Cleveland, OH 44114
Attn: Mike Szuba
Telecopier: (202) 452-4925
Telephone: (202) 542-4942
[Signatures Continued on Following Page]
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[Signature Page to First Amendment to Unsecured Credit Agreement]
WACHOVIA BANK, NATIONAL
ASSOCIATION, as
Documentation Agent and as
a Lender By: /s/ Cynthia A. Bean
Name: Cynthia A. Bean
---------------------------------------
Title: Vice President
-------------------------------------
Commitment Amount:
$70,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
301 South College Street
NC - 0172
Charlotte, NC 28288-0172
Attention: Cindy Bean
Telecopier: (704) 383-6205
Telephone: (704) 383-7534
[Signatures Continued on Following Page]
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[Signature Page to First Amendment to Unsecured Credit Agreement]
U.S. BANK NATIONAL
ASSOCIATION, as
Documentation Agent and as
a Lender By: /s/ Michael Raarup
Name: Michael Raarup
-------------------------------------
Title: Senior Vice President
-----------------------------------
Commitment Amount:
$50,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
800 Nicollet Mall
3rd Floor
Minneapolis, MN 55402
Attn: Michael Raarup
Telecopier: (612) 303-2270
Telephone: (612) 303-3586
[Signatures Continued on Following Page]
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[Signature Page to First Amendment to Unsecured Credit Agreement]
LASALLE BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ Stephen J. Shockey
--------------------------------------------
Name: Stephen J. Shockey
------------------------------------
Title: First Vice President
----------------------------------
Commitment Amount:
$50,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
135 South LaSalle Street
Suite 1225
Chicago, Illinois 60603
Attention: Stephen Shockey
Telecopier: (312) 904-6691
Telephone: (312) 904-7096
[Signatures Continued on Following Page]
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[Signature Page to First Amendment to Unsecured Credit Agreement]
NATIONAL CITY BANK OF KENTUCKY,
as a Lender
By: /s/ Joseph C. Seiler
------------------------------------------
Name: Joseph C. Seiler
----------------------------------
Title: Executive Vice President
--------------------------------
Commitment Amount:
$25,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
301 E. Main Street
31-3 PLA
Lexington, KY 40507
Attn: Megan Barlow
Telecopier: (859) 281-5467
Telephone: (859) 281-5428
[Signatures Continued on Following Page]
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[Signature Page to First Amendment to Unsecured Credit Agreement]
SOCIETE GENERALE,
as a Lender
By: /s/ C.H. Butterworth
----------------------------------------------
Name: C.H. Butterworth
--------------------------------------
Title: Director
------------------------------------
Commitment Amount:
$25,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
Trammell Crow Center
2001 Ross Avenue
Suite 4900
Dallas, TX 75201
Attn: Scott Gosslee
Telecopier: (214) 979-2727
Telephone: (214) 979-2779
[Signatures Continued on Following Page]
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[Signature Page to First Amendment to Unsecured Credit Agreement]
UNION BANK OF CALIFORNIA N.A.,
as a Lender
By: /s/ Lawrence Andow
--------------------------------------------
Name: Lawrence Andow
------------------------------------
Title: Vice President
----------------------------------
Commitment Amount:
$25,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
Lending Office:
---------------
350 California Street
7th Floor
San Francisco, CA 94104
Attn: Larry Andow
Telecopier: (415) 433-7438
Telephone: (415) 705-5032
E-mail Address: Lawrence.Andow@uboc.com
Loan Administration:
Commercial Real Estate Loan Administration
18300 Von Karman Avenue, Suite 200
Irvine, CA 92612
Attn: Amelida Carreno
Telecopier: (949) 553-7123
Telephone: (949) 553-2568
E-mail Address: Amelida.Carreno@uboc.com
------------------------
[Signatures Continued on Following Page]
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[Signature Page to First Amendment to Unsecured Credit Agreement]
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By: /s/ Andrew T. White
---------------------------------------------
Name: Andrew T. White
-------------------------------------
Title: Vice President
-----------------------------------
Commitment Amount:
$30,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
One PNC Plaza, 19th Floor
249 Fifth Avenue
Pittsburgh, PA 15222
Attention: Wayne Robertson
Telecopier: (412) 762-6500
Telephone: (412) 762-8452
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[Signatures Continued on Following Page]
[Signature Page to First Amendment to Unsecured Credit Agreement]
COMMERZBANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES,
as a Lender
By: /s/ Ralph C. Marra, Jr. /s/ James Brett
-------------------------------------------------
Name: Ralph C. Marra, Jr. James Brett
-----------------------------------------
Title: Vice President Assistant Treasurer
-----------------------------------------
Commitment Amount:
$50,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
Ralph C. Marra, Jr.
----------------------------
Vice President
----------------------------
Attention:
----------------------
Telecopier: (212) 266-7565
Telephone: (212) 266-7761
[Signatures Continued on Following Page]
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