UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 17, 2013
DDR CORP.
(Exact name of registrant as specified in its charter)
Ohio | 1-11690 | 34-1723097 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
3300 Enterprise Parkway, Beachwood, Ohio | 44122 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (216) 755-5500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. | Entry into a Material Definitive Agreement. |
Amendment No. 2 to Eighth Amended and Restated Credit Agreement
On January 17, 2013, DDR Corp. (the Company) entered into Amendment No. 2 to Eighth Amended and Restated Credit Agreement (the Revolving Amendment), among the Company, DDR PR Ventures LLC, S.E., a Delaware limited liability company (DDR PR), JPMorgan Chase Bank, N.A., as Administrative Agent, and the several banks, financial institutions and other entities from time to time parties thereto, which Revolving Amendment amends the Companys senior unsecured revolving credit facility by, among other things: (i) modifying certain covenants contained in the loan agreement; (ii) extending the maturity date to April 3, 2017; and (iii) reducing the overall interest rate for borrowings under the revolving credit facility. A copy of the Revolving Amendment is attached as Exhibit 4.1 and is incorporated by reference herein. The foregoing description of the Revolving Amendment is qualified in its entirety by reference to Exhibit 4.1.
First Amendment to Second Amended and Restated Secured Term Loan Agreement
On January 17, 2013, the Company entered into a First Amendment to Second Amended and Restated Secured Term Loan Agreement (the Term Loan Amendment), among the Company, DDR PR, KeyBank National Association, as Administrative Agent, and the other several banks, financial institutions and other entities from time to time parties to such loan agreement, which Term Loan Amendment amends the Companys secured term loan facility by, among other things: (i) reducing the total commitment amount from $500,000,000 to $400,000,000; (ii) modifying certain covenants contained in the loan agreement; (iii) extending the maturity date to April 3, 2017; and (iv) reducing the overall interest rate for borrowings under the term loan facility. A copy of the Term Loan Amendment is attached as Exhibit 4.2 and is incorporated by reference herein. The foregoing description of the Term Loan Amendment is qualified in its entirety by reference to Exhibit 4.2.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description |
|
4.1 | Amendment No. 2 to Eighth Amended and Restated Credit Agreement, dated as of January 17, 2013, by and among DDR Corp., DDR PR Ventures LLC, S.E, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. | |
4.2 | First Amendment to Second Amended and Restated Secured Term Loan Agreement, dated as of January 17, 2013, by and among DDR Corp., DDR PR Ventures LLC, S.E, KeyBank National Association, as Administrative Agent, and the other several banks, financial institutions and other entities from time to time parties to such loan agreement. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DDR CORP. | ||
By: |
/s/ David J. Oakes |
|
Name: David J. Oakes | ||
Title: President and Chief Financial Officer |
Dated: January 17, 2013
EXHIBIT INDEX
Exhibit |
Description |
|
4.1 | Amendment No. 2 to Eighth Amended and Restated Credit Agreement, dated as of January 17, 2013, by and among DDR Corp., DDR PR Ventures LLC, S.E, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. | |
4.2 | First Amendment to Second Amended and Restated Secured Term Loan Agreement, dated as of January 17, 2013, by and among DDR Corp., DDR PR Ventures LLC, S.E, KeyBank National Association, as Administrative Agent, and the other several banks, financial institutions and other entities from time to time parties to such loan agreement. |
Exhibit 4.1
AMENDMENT NO. 2 TO EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 2 TO EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT , dated as of January 17, 2013 (this Amendment No. 2 ), is by and among DDR Corp. (f/k/a Developers Diversified Realty Corporation), a corporation organized under the laws of the State of Ohio ( DDR or Parent Borrower ), DDR PR Ventures LLC, S.E. ( DDRPR ) (DDR and DDRPR are collectively referred to as the Borrower ), JPMorgan Chase Bank, N.A., a national banking association, and the several banks, financial institutions and other entities party to the Credit Agreement defined below, including each of Citibank, N.A. and Capital One, N.A., as a new Lender under the Credit Agreement (collectively, the Lenders ), JPMorgan Chase Bank, N.A., not individually, but as Administrative Agent , and Wells Fargo Bank, N.A., not individually, but as Syndication Agent . Reference is made to that certain Eighth Amended and Restated Credit Agreement, dated as of October 20, 2010, by and among DDR, DDRPR, the Lenders referenced therein and the Administrative Agent, which was amended by Amendment No. 1 to Eighth Amended and Restated Credit Agreement, dated as of June 28, 2011, by and among DDR, DDRPR, the Lenders referenced therein and the Administrative Agent (such agreement as so amended, the Credit Agreement ). Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement, as amended hereby.
RECITALS
WHEREAS , the Borrower has requested that the Lenders extend the Facility Termination Date and make other amendments to the Credit Agreement, and the Lenders are willing to make such changes as set forth herein;
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. As of the Amendment Effective Date (as defined in Section 3 hereof), the Credit Agreement is hereby amended as follows:
(a) The definition of Capitalization Rate set forth in Section 1.1 of the Credit Agreement is restated in its entirety to read as follows:
Capitalization Rate means 7.25%.
(b) Section 1.1 is amended by inserting the definition of Extension Option set forth below in the correct alphabetical order:
Extension Option is defined in Section 2.28 .
(c) The definition of Facility Termination Date set forth in Section 1.1 of the Credit Agreement is restated in its entirety to read as follows:
Facility Termination Date means April 3, 2017, subject to extension in accordance with Section 2.28 .
(d) Section 1.1 is amended by inserting the definition of Notice to Extend set forth below in the correct alphabetical order:
Notice to Extend is defined in Section 2.28 .
(e) The table in the first paragraph of Section 2.4 of the Credit Agreement is restated in its entirety to read as follows:
S&P Rating |
Moodys Rating |
LIBOR
Applicable Margin |
ABR
Applicable Margin |
Facility
Fee Rate |
||||||||||
BBB+ or higher |
Baa1 or higher | 1.05 | % | 0.05 | % | 0.15 | % | |||||||
BBB |
Baa2 | 1.15 | % | 0.15 | % | 0.20 | % | |||||||
BBB- |
Baa3 | 1.40 | % | 0.40 | % | 0.30 | % | |||||||
Less than BBB- |
Less than Baa3 | 1.75 | % | 0.75 | % | 0.35 | % |
(f) Article II of the Credit Agreement is amended by inserting the following new Section 2.28 immediately after Section 2.27:
2.28. Extension of Facility Termination Date . The Borrower shall have two options (each, an Extension Option ) to extend the then applicable Facility Termination Date for a period of six (6) months per extension (for a total extension of one (1) year). Subject to the conditions set forth below, the Borrower may exercise an Extension Option by delivering a written notice to Administrative Agent (who shall provide such notice, promptly upon receipt, to each of the Lenders) not more than one hundred twenty (120) days and not less than thirty (30) days prior to the then applicable Facility Termination Date (a Notice to Extend ), stating that the Borrower has elected to extend the Facility Termination Date for six (6) months. The Borrowers right to exercise each Extension Option shall be subject to the following terms and conditions: (i) there shall exist no Default or Unmatured Default on both the date the Borrower delivers the Notice to Extend to the Administrative Agent and on the then applicable scheduled Facility Termination Date, (ii) the Borrower shall have paid to the Administrative Agent for the account of each Lender for each extension an extension fee equal to 0.075% of such Lenders percentage share of the Aggregate Commitment simultaneously with delivery of the Notice to Extend, (iii) the representations and warranties of the Borrower contained in Article V shall be true and correct in all material respects as of the date the Borrower delivers the Notice to Extend and the applicable Facility Termination Date; provided that any
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representation or warranty that is qualified as to materiality, Material Adverse Effect or similar language shall be true and correct in all respects on such date and any such representation or warranty that is stated to relate solely to an earlier date shall be true and correct on and as of such earlier date, and (iv) the Borrower shall be in compliance with the covenants contained in Article VI, as evidenced by a certificate from the Borrower of the sort required by Section 6.1(v) (based on financial results for the most recent calendar quarter for which the Borrower is required to report financial results).
(g) Section 6.18(vii) of the Credit Agreement is deleted in its entirety and the words (vii) [Reserved] are substituted in place thereof.
(h) Article VI of the Credit Agreement is amended by inserting the following new Section 6.21 immediately after Section 6.20:
6.21. Certain Amendments to Other Loan Agreements . The Borrower will, as soon as possible and in any event within thirty (30) Business Days after January 17, 2013, execute and deliver to the Administrative Agent (a) an amendment to the Borrowers Second Amended and Restated Secured Term Loan Agreement dated as of June 28, 2011 in order to revise the financial covenants set forth therein to be consistent with the financial covenants set forth in this Agreement, extend the maturity date thereof to be co-terminous with the Facility Termination Date hereunder, modify certain other terms thereof, including pricing, and reduce the principal amount of the loans thereunder to not more than up to $400,000,000 plus a $100,000,000 accordion, in form and substance satisfactory to the Administrative Agent; (b) an amendment to the Borrowers approximately $65,000,000 credit facility with PNC Bank, National Association in order to revise the financial covenants set forth therein to be consistent with the financial covenants set forth in this Agreement and modify certain other terms thereof, in form and substance satisfactory to the Administrative Agent; and (c) an amendment to the Borrowers approximately $350,000,000 unsecured term loan facility entered into on January 31, 2012, as amended by the First Amendment to Term Loan Agreement dated as of August 2, 2012, with Wells Fargo Bank, N.A., as administrative agent, in order to revise the financial covenants set forth therein to be consistent with the financial covenants set forth in this Agreement and modify certain other terms thereof, in form and substance satisfactory to the Administrative Agent.
(i) Schedule 1 to the Credit Agreement is deleted in its entirety and Schedule 1 to this Amendment No. 2 is substituted in place thereof. On the Amendment Effective Date, the outstanding Loans shall be reallocated in accordance with the Domestic Revolving Commitments and Global Revolving Commitments, as applicable, set forth in such Schedule 1 attached to this Amendment No. 2.
Each of Citibank, N.A. and Capital One, N.A. hereby agrees to provide a new Domestic Revolving Commitment and a new Global Revolving Commitment in the amounts set forth on Schedule 1 attached to this Amendment No. 2. From and after the date hereof, each of
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Citibank, N.A. and Capital One, N.A. agrees to become and shall be deemed to be a Lender for all purposes of the Credit Agreement, and each reference to the Lenders in the Credit Agreement shall be deemed to include each of Citibank, N.A. and Capital One, N.A. Each of Citibank, N.A. and Capital One, N.A. hereby appoints JPMorgan Chase Bank, N.A. as the Administrative Agent and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof.
On the Amendment Effective Date, the Commitments of each of Citicorp North America, Inc., Bank of America, N.A., ING Real Estate Finance (USA) LLC and Morgan Stanley Bank, N.A. (each, an Exiting Lender ) shall be reduced to zero and each Exiting Lender shall cease to be a Lender under the Credit Agreement.
Each of the other Lenders party hereto confirms the amount of its Domestic Revolving Commitment and Global Revolving Commitment as set forth in Schedule 1 attached to this Amendment No. 2.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE BORROWER
In order to induce the Lenders and Administrative Agent to enter into this Amendment No. 2, DDR and DDRPR each represents and warrants to each Lender and Administrative Agent that the following statements are true, correct and complete:
(i) The Borrower has the corporate power and authority and legal right to execute and deliver this Amendment No. 2, the Credit Agreement as amended by this Amendment No. 2 (the Amended Credit Agreement ) and any Notes executed in connection with this Amendment No. 2 (such Notes, together with this Amendment No. 2 and the Amended Credit Agreement, collectively, the Amendment Documents ), to consummate the transactions contemplated therein and to perform its obligations thereunder. The execution and delivery by the Borrower of the Amendment Documents, the consummation of the transactions contemplated therein and the performance of its obligations thereunder have been duly authorized by proper corporate proceedings, and the Amendment Documents constitute legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors rights generally.
(ii) Neither the execution and delivery by the Borrower of the Amendment Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries or the Borrowers or any Subsidiarys articles of incorporation or by-laws, or the provisions of any indenture, instrument or agreement to which the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default would not have a Material Adverse Effect, or result in the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any
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governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Amendment Documents other than the filing of a copy of this Amendment No. 2, or the filing of information concerning this Amendment No. 2, with the Securities and Exchange Commission.
(iii) this Amendment No. 2 has been duly executed and delivered by the Borrower;
(iv) the representations and warranties of the Borrower contained in Article V of the Credit Agreement are and will be true and correct in all material respects on and as of the Amendment Effective Date to the same extent as though made on and as of such dates; provided that any representation or warranty that is qualified as to materiality, Material Adverse Effect or similar language shall be true and correct in all respects on such date and any such representation or warranty that is stated to relate solely to an earlier date shall be true and correct on and as of such earlier date; and
(v) no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment No. 2 that would constitute a Default or Unmatured Default.
SECTION 3. CONDITIONS TO EFFECTIVENESS
Except as set forth below, Section 1 of this Amendment No. 2 shall become effective only upon the satisfaction of the following conditions precedent (the Amendment Effective Date ):
A. DDR, DDRPR, the Administrative Agent, and each of the Lenders shall have indicated their consent hereto by the execution and delivery of the signature pages hereof to the Administrative Agent.
B. The Administrative Agent shall have received a secretarys certificate of the Borrower (i) either confirming that there have been no changes to its organizational documents since October 20, 2010, or if there have been changes to the Borrowers organizational documents since such date, certifying as to such changes, and (ii) certifying as to resolutions and incumbency of officers with respect to this Amendment No. 2 and the transactions contemplated hereby.
C. The Administrative Agent shall have received all reasonable out-of-pocket costs and expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel for which the Borrower agrees it is responsible pursuant to Section 9.7 of the Credit Agreement), incurred in connection with this Amendment No. 2.
D. Delivery to the Administrative Agent by Jones Day, 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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E. Payment by the Borrower of any mutually agreed upon compensation to the Lenders in connection with this Amendment No. 2.
F. The conditions set forth in Section 4.2 of the Credit Agreement shall have been satisfied and the Administrative Agent shall have received a certificate dated the Amendment Effective Date and executed by an Authorized Officer of the Borrower that such conditions have been satisfied.
G. Execution and delivery by the Borrower of Notes payable to Capital One, N.A., as a new Lender.
H. Upon satisfaction of the foregoing conditions, the Administrative Agent shall deliver written notice to the Borrower and the Lenders of the Amendment Effective Date.
SECTION 4. MISCELLANEOUS
A. Reference to and Effect on the Credit Agreement and the Other Loan Documents .
(i) On and after the effective date of this Amendment No. 2, each reference in the Credit Agreement to this Agreement, hereunder, hereof, herein or words of like import referring to the Credit Agreement and each reference in the other Loan Documents to the Credit Agreement, thereunder, thereof or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement.
(ii) Except as specifically amended by this Amendment No. 2, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. DDR hereby ratifies and reaffirms its Qualified Borrower Guaranty made as of October 20, 2010 and confirms that such Qualified Borrower Guaranty shall remain in full force and effect after giving effect to this Amendment No. 2.
(iii) The execution, delivery and performance of this Amendment No. 2 shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any of the other Loan Documents.
C. Headings . Section and subsection headings in this Amendment No. 2 are included herein for convenience of reference only and shall not constitute a part of this Amendment No. 2 for any other purpose or be given any substantive effect.
D. Applicable Law. THIS AMENDMENT NO. 2 AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
E. Counterparts; Effectiveness . This Amendment No. 2 may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together
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shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Amendment No. 2 (other than the provisions of Section 1 hereof, the effectiveness of which is governed by Section 3 hereof) shall become effective upon the execution of a counterpart hereof by DDR, DDRPR and the Lenders and receipt by the Borrower and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.
[Signature Pages to Follow]
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IN WITNESS WHEREOF , the parties hereto have caused this Amendment No. 2 to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.
DDR CORP. | ||
By: | /s/ David E. Weiss | |
Name: | David E. Weiss | |
Title: | Executive Vice President, General Counsel and Secretary |
[Signature Page - Amendment No. 2 to 8th A/R DDR Credit Agreement]
DDR PR VENTURES LLC, S.E. | ||
By: | /s/ David E. Weiss | |
Name: | David E. Weiss | |
Title: | Executive Vice President, General Counsel and Secretary |
[Signature Page - Amendment No. 2 to 8th A/R DDR Credit Agreement]
JPMORGAN CHASE BANK, N.A., Individually and as Administrative Agent |
||
By: |
/s/ Kimberly Turner |
|
Kimberly Turner |
||
Executive Director |
||
JPMorgan Chase Bank N.A. |
[Signature Page - Amendment No. 2 to 8th A/R DDR Credit Agreement]
WELLS FARGO BANK, NATIONAL ASSOCIATION |
||
By: | /s/ Sam Supple | |
Name: Sam Supple | ||
Title: Senior Vice President |
[Signature Page - Amendment No. 2 to 8th A/R DDR Credit Agreement]
DEUTSCHE BANK AG NEW YORK BRANCH | ||
By: | /s/ James Rolison | |
Name: | James Rolison | |
Title: | Managing Director | |
and | ||
By: | /s/ George R. Reynolds | |
Name: | George R. Reynolds | |
Title: | Director |
[Signature Page - Amendment No. 2 to 8th A/R DDR Credit Agreement]
U.S. BANK NATIONAL ASSOCIATION | ||
By: | /s/ Curt M Steiner | |
Name: | Curt M Steiner | |
Title: | Senior Vice President |
[Signature Page - Amendment No. 2 to 8th A/R DDR Credit Agreement]
THE BANK OF NOVA SCOTIA | ||
By: |
/s/ George Sherman |
|
Name: | George Sherman | |
Title: | Director - REGAL |
[Signature Page - Amendment No. 2 to 8th A/R DDR Credit Agreement]
RBS CITIZENS, N.A. | ||
By: |
/s/ Samuel A. Bluso |
|
Name: | Samuel A. Bluso | |
Title: | Senior Vice President |
[Signature Page - Amendment No. 2 to 8th A/R DDR Credit Agreement]
THE BANK OF NEW YORK MELLON | ||
By: |
/s/ Helga Blum |
|
Name: | Helga Blum | |
Title: | Managing Director |
[Signature Page - Amendment No. 2 to 8th A/R DDR Credit Agreement]
UBS LOAN FINANCE LLC | ||
By: |
/s/ Joselin Fernandes |
|
Name: | Joselin Fernandes | |
Title: | Associate Director | |
and | ||
By: |
/s/ Lana Gifas |
|
Name: | Lana Gifas | |
Title: | Director |
[Signature Page - Amendment No. 2 to 8th A/R DDR Credit Agreement]
CITIBANK, N.A., as New Lender | ||
By: |
/s/ John C. Rowland |
|
Name: | John C. Rowland | |
Title: | Vice President |
[Signature Page - Amendment No. 2 to 8th A/R DDR Credit Agreement]
GOLDMAN SACHS BANK USA | ||
By: |
/s/ Mark Walton |
|
Name: | Mark Walton | |
Title: | Authorized Signatory |
[Signature Page - Amendment No. 2 to 8th A/R DDR Credit Agreement]
REGIONS BANK | ||
By: |
/s/ Robert P. MacGregor |
|
Name: | Robert P. MacGregor | |
Title: | Director |
[Signature Page - Amendment No. 2 to 8th A/R DDR Credit Agreement]
ROYAL BANK OF CANADA | ||
By: |
/s/ G. David Cole |
|
Name: | G. David Cole | |
Title: | Authorized Signatory |
[Signature Page - Amendment No. 2 to 8th A/R DDR Credit Agreement]
KEYBANK NATIONAL ASSOCIATION | ||
By: |
/s/ Jonathan Slusher |
|
Name: | Jonathan Slusher | |
Title: | Assistant Vice President |
[Signature Page - Amendment No. 2 to 8th A/R DDR Credit Agreement]
PNC BANK, NATIONAL ASSOCIATION | ||
By: | /s/ John E. Wilgus, II | |
Name: John E. Wilgus, II | ||
Title: Senior Vice President |
[Signature Page - Amendment No. 2 to 8th A/R DDR Credit Agreement]
THE HUNTINGTON NATIONAL BANK | ||
By: | /s/ Arthur N. DePompei | |
Name: Arthur N. DePompei | ||
Title: Vice President |
[Signature Page - Amendment No. 2 to 8th A/R DDR Credit Agreement]
SUMITOMO MITSUI BANKING CORPORATION | ||
By: | /s/ William G. Karl | |
Name: William G. Karl | ||
Title: General Manager |
[Signature Page - Amendment No. 2 to 8th A/R DDR Credit Agreement]
THE NORTHERN TRUST COMPANY | ||
By: | /s/ Blake J Lunt | |
Name: Blake J Lunt | ||
Title: Second Vice President |
FIRST TENNESSEE BANK NATIONAL ASSOCIATION | ||
By: | /s/ Greg Cullum | |
Name: Greg Cullum | ||
Title: Sr. Vice President |
[Signature Page - Amendment No. 2 to 8th A/R DDR Credit Agreement]
CAPITAL ONE, N.A. | ||
By: | /s/ Marlene Schwartz | |
Name: Marlene Schwartz | ||
Title: Senior Vice President |
[Signature Page - Amendment No. 2 to 8th A/R DDR Credit Agreement]
CITICORP NORTH AMERICA, INC., as Exiting Lender | ||
By: | John C. Rowland | |
Name: John C. Rowland | ||
Title: Vice President |
[Signature Page - Amendment No. 2 to 8th A/R DDR Credit Agreement]
Schedule 1
Commitments
Lender |
Domestic Revolving
Commitment |
Global Revolving
Commitment |
Total | |||||||||
JPMorgan Chase Bank, N.A. |
$ | 57,304,964.54 | $ | 22,695,035.46 | $ | 80,000,000.00 | ||||||
Wells Fargo Bank, National Association |
57,304,964.54 | 22,695,035.46 | 80,000,000.00 | |||||||||
U.S. Bank National Association |
42,978,723.40 | 17,021,276.60 | 60,000,000.00 | |||||||||
The Bank of Nova Scotia |
42,978,723.40 | 17,021,276.60 | 60,000,000.00 | |||||||||
Deutsche Bank AG New York Branch |
39,397,163.12 | 15,602,836.88 | 55,000,000.00 | |||||||||
Royal Bank of Canada |
35,815,602.83 | 14,184,397.17 | 50,000,000.00 | |||||||||
UBS Loan Finance LLC |
32,234,042.55 | 12,765,957.45 | 45,000,000.00 | |||||||||
Goldman Sachs Bank USA |
32,234,042.55 | 12,765,957.45 | 45,000,000.00 | |||||||||
KeyBank National Association |
28,652,482.27 | 11,347,517.73 | 40,000,000.00 | |||||||||
RBS Citizens, N.A. |
28,652,482.27 | 11,347,517.73 | 40,000,000.00 | |||||||||
The Bank of New York Mellon |
28,652,482.27 | 11,347,517.73 | 40,000,000.00 | |||||||||
Citibank, N.A. |
28,652,482.27 | 11,347,517.73 | 40,000,000.00 | |||||||||
Regions Bank |
35,000,000.00 | 0.00 | 35,000,000.00 | |||||||||
Huntington National Bank |
14,326,241.14 | 5,673,758.86 | 20,000,000.00 | |||||||||
Sumitomo Mitsui Banking Corporation |
14,326,241.14 | 5,673,758.86 | 20,000,000.00 | |||||||||
Capital One, N.A. |
7,163,120.57 | 2,836,879.43 | 10,000,000.00 | |||||||||
PNC Bank, National Association |
7,163,120.57 | 2,836,879.43 | 10,000,000.00 | |||||||||
The Northern Trust Company |
7,163,120.57 | 2,836,879.43 | 10,000,000.00 | |||||||||
First Tennessee Bank National Association |
10,000,000.00 | 0.00 | 10,000,000.00 | |||||||||
Total |
$ | 550,000,000.00 | $ | 200,000,000.00 | $ | 750,000,000.00 |
Exhibit 4.2
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
SECURED TERM LOAN AGREEMENT
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT (the Amendment) is made as of this 17 th day of January, 2013 (the Effective Date), by and among DDR Corp. (f/k/a Developers Diversified Realty Corporation), a corporation organized under the laws of the State of Ohio (DDR), DDR PR Ventures, LLC, S.E., a Delaware limited liability company (DDR PR; DDR and DDR PR together with any Qualified Borrower that issues a Qualified Borrower Note in accordance with the terms of the Loan Agreement (as hereinafter defined), collectively, the Borrower), KeyBank National Association, and the other several banks, financial institutions and other entities from time to time parties to the Loan Agreement described below, including, one or more new or existing Lenders shown on the signature pages hereof (the Lenders), and KeyBank National Association, not individually, but as Administrative Agent, RBC Capital Markets, not individually, but as Syndication Agent, and U.S. Bank National Association, The Bank of Nova Scotia and RBS Citizens, N.A., not individually, but as Documentation Agents.
R E C I T A L S
A. Borrower, Administrative Agent, J.P. Morgan Securities LLC, as syndication agent, ING Real Estate Finance (USA) LLC, Scotiabanc, Inc. and RBS Citizens, N.A. as documentation agents, and certain Lenders entered into that certain Second Amended and Restated Secured Term Loan Agreement dated as of June 28, 2011 (the Existing Loan Agreement; the Existing Loan Agreement, as modified and amended by this Amendment, the Loan Agreement). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.
B. The Borrower, the Administrative Agent and the Lenders desire to amend the Existing Loan Agreement in order to, among other things (i) decrease the Aggregate Commitment from $500,000,000.00 to $400,000,000.00; (ii) admit Capital One, N.A. (New Lender) as a Lender under the Loan Agreement; (iii) decrease the Capitalization Rate (as hereinafter defined) from 7.5% to 7.25%; and (iv) amend the provisions of the financial covenants and certain other provisions of the Existing Loan Agreement.
C. Borrower has requested changes to certain terms in the Existing Loan Agreement as set forth herein and the Lenders have agreed to such changes.
NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
AMENDMENTS
1. The foregoing Recitals to this Amendment are incorporated into and made part of this Amendment.
2. From and after the Effective Date, (a) the Aggregate Commitment shall equal Four Hundred Million and No/100 Dollars ($400,000,000.00), (b) the New Lender shall be
considered a Lender under the Loan Agreement and the other Loan Documents, and (c) the Lenders shall each have a Commitment in the amount shown next to their respective signatures on the signature pages of this Amendment (such amounts to include any decreases in the Commitments of the existing Lenders). The Borrower shall, on or before the Effective Date, execute and deliver to each of the Lenders a new or amended and restated Note in the amount of its respective Commitment. In order to facilitate the reduction of the Aggregate Commitment to $400,000,000.00 and the amendment of the Existing Loan Agreement, certain lenders a party to the Existing Loan Agreement are no longer continuing as Lenders under the Loan Agreement (the Exiting Lenders), and New Lender is becoming a party to the Loan Agreement as a Lender. Contemporaneously with the execution of this Amendment, the Exiting Lenders shall be deemed to have assigned their Commitments under the Existing Loan Agreement to the Lenders under this Amendment, and the Exiting Lenders shall be paid all principal, interest and fees due to them in connection therewith by the Borrower with respect to the Exiting Lenders respective Percentages of the portion of the Loans under the Existing Loan Agreement being repaid on the Effective Date, and by the New Lender under the Loan Agreement with respect to the remaining amount. The Commitments shall be allocated among the Lenders a party to the Loan Agreement in accordance with their respective Percentages. The foregoing is done as an accommodation to the Borrower, the Exiting Lenders and the Lenders, and shall be deemed to have occurred with the same force and effect as if such assignments were evidenced by the applicable assignment agreements, and no other documents shall be, or shall be required to be, executed in connection therewith. By delivery of this Amendment and the new or amended and restated Notes in connection therewith, (a) there shall not be deemed to have occurred, and there has not otherwise occurred, any payment, satisfaction or novation of the Indebtedness evidenced by the Existing Loan Agreement and the Notes described in the Existing Loan Agreement, which Indebtedness is instead allocated among the Lenders as of the date hereof in accordance with their respective Percentages, and is evidenced by the Loan Agreement and such new or amended and restated Notes, and the Lenders shall as of the date hereof make such adjustments to the outstanding Loans of such Lenders so that such outstanding Loans are consistent with their respective Percentages of the Aggregate Commitment, (b) there shall not be deemed to have occurred any release, satisfaction or cancellation of any liens granted pursuant to the Security Documents, which liens are hereby ratified and confirmed in all respects, and (c) there shall not be any impairment or effect on the validity or priority of the liens of the Security Documents.
3. The following definitions in Section 1.1 of the Existing Loan Agreement are hereby amended and restated to read as follows:
Aggregate Commitment means, as of any date, the aggregate of the then-current Commitments of all the Lenders, which is, as of January 17, 2013, $400,000,000.
Capitalization Rate means 7.25%.
Implied Debt Service means, as of any date of determination, the annual Debt Service of the Borrower and the Subject Property Owners that would be payable on a loan having an outstanding principal balance equal to the sum of (a) the Loans (less the amount of cash on deposit in the Cash Collateral Account, if any), and (b) the Subject Property Indebtedness (excluding any Subject Property Indebtedness for any Excluded Subject Property), minus Restricted Cash Collateral with respect to Subject Property Indebtedness in an amount not to
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exceed $25,000,000 (excluding all Restricted Cash Collateral with respect to any Excluded Subject Property), payable on a thirty (30) year mortgage style amortization schedule and assuming an interest rate equal to the greater of (i) the then current yield on ten (10) year obligations issued by the United States Treasury most recently prior to the date of determination plus two percent (2.00%) and (ii) seven percent (7.00%). The Implied Debt Service shall be determined by Administrative Agent and any such determination, so long as the same shall be made by Administrative Agent in exercise of its good faith business judgment, shall be conclusive and binding absent manifest error.
Joint Lead Arrangers means KeyBanc Capital Markets and RBC Capital Markets.
Maturity Date means April 3, 2017, or if the Maturity Date has been extended pursuant to Section 2.2 , such extended Maturity Date, or such earlier date on which the Loans shall become due and payable pursuant to the terms hereof.
4. Section 2.1 of the Existing Loan Agreement is hereby amended by deleting Section 2.1(c) in its entirety and by inserting in lieu thereof the following new Section 2.1(c):
(c) Increase of Commitments . The Borrower may, by written notice to the Administrative Agent on up to four (4) occasions during the period from the Agreement Execution Date to January 17, 2016, request incremental Commitments in an amount not to exceed the aggregate amount of $100,000,000.00 from one or more additional Lenders (which may include any existing Lender) willing to provide such incremental Commitments in their own discretion. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Lenders willing to hold the requested incremental Commitments. If Lenders are willing to provide such additional Commitments, the Aggregate Commitment may be increased from time to time by the addition of a new Lender(s) or the increase of the Commitment of an existing Lender(s) with the consent of only the Borrower, the Administrative Agent, and the new or existing Lender(s) providing such additional Commitment so long as the Aggregate Commitment does not exceed $500,000,000. Nothing in this Section 2.1(c) shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment hereunder. Any such increase in the Aggregate Commitment shall be conditioned upon the contemporaneous addition of Potential Properties as Subject Properties in accordance with Section 2A.2 to effect compliance with all financial covenants set forth in Section 6.18 immediately following the increase of the Aggregate Commitment and upon satisfaction of the requirements for additional Borrowings pursuant to Section 2.9 . Such increases shall be evidenced by the execution and delivery of an Amendment Regarding Increase in the form of Exhibit K attached hereto by the Borrower, the Administrative Agent and the new Lender or existing Lender providing such additional Commitment (the Increase Notice), a copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof. The amount of the requested increase shall be set forth in the Increase Notice. Notwithstanding the foregoing, (i) no increase in the Aggregate Commitment may occur after January 17, 2016, and (ii) each such increase shall not be less than $25,000,000. On the effective date of each such increase in the Aggregate Commitment, the Borrower and the Administrative Agent shall cause the new or existing Lenders
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providing such increase to hold its or their Percentage of all ratable Borrowings outstanding at the close of business on such day, by either funding more than its or their Percentage of new ratable Borrowings made on such date or purchasing shares of outstanding ratable Loans held by the other Lenders or a combination thereof. The Lenders agree to cooperate in any required sale and purchase of outstanding ratable Borrowings to achieve such result. Borrower agrees to pay all fees associated with the increase in the Aggregate Commitment including any amounts due under Section 3.4 in connection with any reallocation of Fixed Rate Borrowings.
5. Section 2.2 of the Existing Loan Agreement is hereby deleted in its entirety and replaced with the following new Section 2.2:
2.2 Final Principal Payment and Extension of Maturity Date . Any outstanding Borrowings and all other unpaid Obligations shall be paid in full by the Borrower on the Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the initial Maturity Date for two terms (each an Extension Option) of six (6) months each, by submitting a request for an extension to the Administrative Agent (an Extension Request) no more than 90 and no fewer than 30 days prior to the then effective Maturity Date, and upon payment to Administrative Agent of all reasonable costs incurred by Administrative Agent in connection with such extension, whether the extension actually occurs or not. Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Lender of the Extension Request. It shall be an additional condition precedent to each extension of the Maturity Date pursuant hereto that (a) there shall exist no Default or Unmatured Default on both the date the Borrower delivers the Extension Request to the Administrative Agent and on the applicable scheduled Maturity Date, (b) the Borrower shall have paid to the Administrative Agent for the ratable benefit of the Lenders, on or before the then effective Maturity Date, a fee equal to 0.05% of the Aggregate Commitment, and (c) the Borrower shall have executed and delivered to Administrative Agent a Compliance Certificate demonstrating compliance with all covenants set forth in Section 6.18 and the accuracy of all representations and warranties set forth in the Loan Documents after giving effect to such extension.
6. Section 2.4 of the Existing Loan Agreement is hereby amended by deleting the table in the first paragraph of such Section in its entirety and by inserting in lieu thereof the following new table:
S&P Rating |
Moodys Rating |
LIBOR
Applicable Margin |
ABR
Applicable Margin |
|||||||
BBB+ or higher |
Baa1 or higher | 1.20 | % | 0.20 | % | |||||
BBB |
Baa2 | 1.35 | % | 0.35 | % | |||||
BBB- |
Baa3 | 1.55 | % | 0.55 | % | |||||
Less than BBB- |
Less than Baa3 | 1.90 | % | 0.90 | % |
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7. Section 6.18 of the Existing Loan Agreement is hereby amended by deleting Sections 6.18(vii), 6.18(viii), 6.18(x), 6.18(xi) and 6.18(xii) thereof in their entirety and by inserting in lieu thereof the following new Sections 6.18(vii), 6.18(viii), 6.18(x), 6.18(xi) and 6.18(xii):
(vii) [Intentionally Omitted];
(viii) the aggregate principal amount of Recourse Indebtedness that is secured by a Lien on partnership or other equity interests or by any other Lien which is not a mortgage Lien on real property shall not exceed $500,000,000 (which amount shall include the outstanding Indebtedness under the Loan Documents);
(x) the Value of Subject Properties consisting of Pledged Distributions Properties to be no more than sixty percent (60%) of the aggregate Value of Subject Properties for all Subject Properties;
(xi) the Value of Subject Properties consisting of Pledged Distributions Properties and Pledged Equity Properties to be less than eighty percent (80%) of the aggregate Value of Subject Properties for all Subject Properties;
(xii) the sum of (a) the outstanding principal balance of the Loans (less the amount of cash on deposit in the Cash Collateral Account, if any) plus (b) the sum of the Subject Property Indebtedness, minus Restricted Cash Collateral with respect to Subject Property Indebtedness in an amount not to exceed $25,000,000 (excluding all Restricted Cash Collateral with respect to any Excluded Subject Property), to be more than sixty-seven percent (67%) of the then Value of Subject Properties;
8. Section 6.18 of the Existing Loan Agreement is hereby further amended by deleting the second paragraph after Section 6.18(xiv) thereof in its entirety and by inserting in lieu thereof the following new paragraph:
For purposes of calculating compliance with the covenants set forth in Sections 6.18(x), (xi) and (xii) above, DDR shall be permitted to exclude (a) the portion of the Value of Subject Properties consisting of Pledged Distributions Properties in excess of 60% of the aggregate Value of Subject Properties for all Subject Properties including Pledged Distributions Properties, and (b) the portion of the Value of the Subject Properties consisting of Negative Pledge Properties in excess of 20% over the aggregate Value of Subject Properties including Negative Pledge Properties (such excluded amount being referred to as the Excluded Portion), provided, however, that the Excluded Portion shall also be excluded from the Value of Subject Properties for purposes of the covenant set forth in Section 6.18(xii) and DDR shall be required to remain in compliance with Section 6.18(xii) after giving effect to the exclusion of the Excluded Portion described in this paragraph. For example, if the aggregate Value of Subject Properties is $1,000,000,000; of which $125,000,000 (12.5%) consists of Pledged Equity Properties; $650,000,000 (65%) consists of Pledged Distributions Properties; and $225,000,000 (22.5%) consists of Negative Pledge Properties, Borrower could
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exclude $50,000,000 of Pledged Distributions Properties from the aggregate Value of Subject Properties and $25,000,000 of Negative Pledge Properties from the aggregate Value of Subject Properties resulting in an adjusted aggregate Value of Subject Properties of $925,000,000, provided that DDR remains in compliance with the covenant set forth in Section 6.18(xii) based on such $925,000,000.
9. Section 8.2 of the Existing Loan Agreement is hereby amended by deleting the amount $600,000,000 from Section 8.2(iv) thereof and by inserting in lieu thereof the amount $500,000,000.
10. Exhibits F and K to the Existing Loan Agreement are hereby amended by deleting therefrom the references to the amounts $500,000,000.00 and $600,000,000.00, and by inserting in lieu thereof the amounts $400,000,000.00 and $500,000,000.00 respectively.
11. Borrower, Administrative Agent and the Lenders hereby acknowledge and agree that the Compliance Certificate (and the calculations of the financial covenants set forth in such Compliance Certificate) of Borrower and its Subsidiaries required to be delivered to the Administrative Agent and the Lenders at the closing of this Amendment referred to in Section 15 hereof (the Proforma Compliance Certificate) and for the fiscal quarter and year ended December 31, 2012, shall be based on the terms and provisions of the Existing Loan Agreement, as modified and amended by this Amendment (including, without limitation, the reduction of the Aggregate Commitment to $400,000,000.00), notwithstanding the fact that the effective date of such modified financial covenants and such reduction in Aggregate Commitment occurs after the date of such reporting period.
12. Borrower hereby represents and warrants that:
(a) no Default or Unmatured Default exists;
(b) the Loan Documents are in full force and effect and Borrower has no defenses or offsets to, or claims or counterclaims relating to, its obligations under the Loan Documents;
(c) there has been no material adverse change in the financial condition of Borrower and its Subsidiaries from that shown in its September 30, 2012 financial statements;
(d) Borrower has full corporate power and authority to execute, and has duly authorized the execution of, this Amendment and no consents are required for such execution other than any consents which have already been obtained; and
(e) all representations and warranties contained in Article V of the Loan Agreement and in the other Loan Documents are true and correct in all material respects as of the date hereof; provided that any representation or warranty that is qualified as to materiality, Material Adverse Effect or similar language is true and correct in all respects as of the date hereof and any such representations or warranties that relate to an earlier specified date are true and correct on and as of such date.
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13. Except as specifically modified hereby, the Loan Agreement is and remains unmodified and in full force and effect and the obligations of Borrower, Lenders and Administrative Agent under the Loan Agreement are hereby ratified and confirmed. All references in the Loan Documents to the Existing Loan Agreement henceforth shall be deemed to refer to the Existing Loan Agreement as amended by this Amendment.
14. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be construed and enforced in accordance with the laws of the State of Ohio (excluding the laws applicable to conflicts or choice of law). This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in the Loan Agreement.
15. This Amendment shall become effective when (i) this Amendment has been executed by Borrower, Administrative Agent and all of the Lenders, (ii) the Administrative Agent has received and approved the Proforma Compliance Certificate for the period ended September 30, 2012 (but subject to the provisions of Section 11 hereof and subject to other customary and reasonable adjustments to reflect transactions that occurred between September 30, 2012 and the date of this Amendment), and (iii) the Administrative Agent has received and approved a fully executed and effective amendment to the Unsecured Credit Agreement which reflects modifications thereto that conform to the modifications being made pursuant to this Amendment, as applicable.
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IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first above written.
BORROWER : | ||
DDR CORP . (f/k/a Developers Diversified Realty Corporation), an Ohio corporation |
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By: | /s/ David E. Weiss | |
Print Name: David E. Weiss | ||
Title: Executive Vice President, General Counsel and Secretary |
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3300 Enterprise Parkway Beachwood, Ohio 44122 Phone: 216/755-6453 Facsimile: 216/755-3453 Attention: Chief Financial Officer |
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with a copy to: | ||
3300 Enterprise Parkway Beachwood, Ohio 44122 Phone: 216/755-5650 Facsimile: 216/755-1560 Attention: General Counsel |
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DDR PR VENTURES, LLC, S.E., a Delaware limited liability company |
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By: | /s/ David E. Weiss | |
Print Name: David E. Weiss | ||
Title: Executive Vice President, General Counsel and Secretary |
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3300 Enterprise Parkway Beachwood, Ohio 44122 Phone: 216/755-6453 Facsimile: 216/755-3453 Attention: Chief Financial Officer |
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with a copy to: | ||
3300 Enterprise Parkway Beachwood, Ohio 44122 Phone: 216/755-5650 Facsimile: 216/755-1560 Attention: General Counsel |
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LENDERS: | ||||||
$40,000,000 |
KEYBANK NATIONAL ASSOCIATION, | |||||
Individually and as Administrative Agent | ||||||
By: /s/ Jonathan Slusher | ||||||
Print Name: Jonathan Slusher | ||||||
Title: Assistant Vice President | ||||||
127 Public Square | ||||||
8 th Floor | ||||||
Cleveland, OH 44114 | ||||||
Phone: 216/689-7984 | ||||||
Facsimile: 216/689-5819 | ||||||
Attention: Jason Weaver | ||||||
With a copy to: | ||||||
127 Public Square | ||||||
8 th Floor | ||||||
Cleveland, OH 44114 | ||||||
Phone: 216/689-4545 | ||||||
Facsimile: 216/689-4997 | ||||||
Attention: Dan Heberle |
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$40,000,000 |
ROYAL BANK OF CANADA | |||||
By: |
/s/ David Cole |
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Print Name: David Cole Title: Authorized Signatory
Three World Financial Center, 200 Vesey Street New York, New York 10281-8098 Phone: 212/428-6404 Facsimile: 212/428-6460 Attention: David Cole |
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$35,000,000 |
U.S. BANK NATIONAL ASSOCIATION | |||||
By: |
/s/ Curt M. Steiner |
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Name: Curt M. Steiner Title: Senior Vice President
209 S. LaSalle St., Suite 210 Chicago, IL 60604 Telephone: 312/325-8756 Facsimile: 312/325-8852 Attention: Curt M. Steiner |
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$30,000,000 |
RBS CITIZENS, N.A., Individually and as
Documentation Agent |
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By: |
/s/ Samuel A. Bluso |
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Name: Samuel A. Bluso Title: Senior Vice President
1215 Superior Avenue, OHS675 Cleveland, Ohio 44114 Telephone: 216-277-0051 Facsimile: 216-277-4600 Attention: Ellen Pallota |
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$30,000,000 |
THE BANK OF NOVA SCOTIA, | |||||
Individually and as Documentation Agent | ||||||
By: |
/s/ George Sherman |
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Print Name: George Sherman Title: Director
The Bank of Nova Scotia 40 King Street West 25 th Floor Toronto, ON M5H 1h1 Phone: 416-350-1174 Facsimile: 416-350-1161 Attention: George Sherman, Director |
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$25,000,000 |
JPMORGAN CHASE BANK, N.A. | |||||
By: |
/s/ Kimberly L. Turner |
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Name: Kimberly L. Turner Title: Executive Director
383 Madison Avenue, Floor 24 New York, New York 10179 Phone: 212/622-8177 Facsimile: 646/534-0574 Attention: Kimberly L. Turner |
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$25,000,000 |
THE BANK OF NEW YORK MELLON (formerly
known as The Bank of New York) |
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By: |
/s/ Helga Blum |
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Print Name: Helga Blum Title: Managing Director
One Wall Street 21 st Floor New York, New York 10286 Telephone: 212/635-1066 Facsimile: 212/809-9520 Attention: Kenneth McDonnell |
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$20,000,000 |
PNC BANK, NATIONAL ASSOCIATION, Individually | |||||
By: |
/s/ John E. Wilgus, II |
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Print Name: John E. Wilgus, II Title: Senior Vice President
1900 E. Ninth Street, 22 nd Floor Cleveland, Ohio 44114 Phone: 216/222-6032 Facsimile: 216/222-6070 Attention: John E. Wilgus, II |
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$20,000,000 |
REGIONS BANK | |||||
By: |
/s/ Rob MacGregor |
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Name: Rob MacGregor Title: Senior Vice President
6805 Morrison Blvd., Ste. 100 Charlotte, NC 28211 Telephone: 704/442-4723 Facsimile: 704/442-4790 Attention: Rob MacGregor |
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$20,000,000 |
SUMITOMO MITSUI BANKING CORPORATION | |||||
By: |
/s/ William G. Karl |
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Print Name: William G. Karl Title: General Manager
277 Park Avenue New York, NY 10172 Phone: 212/224-4058 Facsimile: 212/224-4887 Attention: Mr. Justin Kim |
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$20,000,000 |
THE HUNTINGTON NATIONAL BANK | |||||
By: |
/s/ Arthur DePompei |
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Name: Arthur DePompei Title: Vice-President
200 Public Square CM17 Cleveland, Ohio 44114 Telephone: 216/515-6305 Facsimile: 877/834-3517 Attention: Arthur DePompei |
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$15,000,000 |
CAPITAL ONE, N.A., | |||||
By: |
/s/ Marlene Schwartz |
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Print Name: Marlene Schwartz Title: Senior Vice President
1680 Capital One Drive McLean, VA 22102 Phone: 703-720-6756 Facsimile: 703-720-2023 Attention: Ashish Tandon Vice President |
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$15,000,000 |
GOLDMAN SACHS BANK USA | |||||
By: |
/s/ Mark Walton |
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Print Name: Mark Walton Title: Authorized Signatory
c/o Goldman Sachs & Co. 30 Hudson Street, 38 th Floor Jersey City, New Jersey 07302 Phone: 212/934-3921 Facsimile: 917/977-3966 Attention: Michelle Latzoni |
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$15,000,000 |
UBS LOAN FINANCE LLC | |||||
By: |
/s/ Joselin Fernandes |
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Print Name: Joselin Fernandes Title: Associate Director |
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By: |
/s/ Lana Gifas |
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Print Name: Lana Gifas Title: Director
677 Washington Blvd. Stamford, Connecticut 06901 Telephone: 203-719-4839 Facsimile: 203-719-3390 Attention: Samantha Mason |
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$15,000,000 |
WELLS FARGO BANK, N.A. | |||||
By: |
/s/ Sam Supple |
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Name: Sam Supple Title: Senior Vice-President
Wells Fargo Bank 123 N. Wacker Drive Suite 1900 Chicago, IL 60606 Telephone: 212-269-4817 Facsimile: 312-782-0969 Attention: Sam Supple
With a copy to:
Gail Duran Loan Administrator Wells Fargo Bank 123 N. Wacker Drive Suite 1900 Chicago, IL 60606 Phone: (312) 345-1923 Fax: (312) 782-0969 |
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$10,000,000 | CITICORP NORTH AMERICA, INC. | |||||
By: | /s/ John C. Rowland | |||||
Print Name: John C. Rowland | ||||||
Title: Director | ||||||
388 Greenwich Street, 23 rd Floor New York, New York 10013 Phone: 212/816-4947 Facsimile: 866/838-9234 Attention: John Rowland |
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$10,000,000 |
FIRST TENNESSEE BANK NATIONAL ASSOCIATION |
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By: | /s/ Greg Cullum | |||||
Name: Greg Cullum | ||||||
Title: Sr. Vice President | ||||||
First Tennessee Bank 701 Market Street Chattanooga, Tennessee 37402 Phone: 423/757-4272 Facsimile: 423/757-4040 Attention: Greg Cullum |
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$10,000,000 |
THE NORTHERN TRUST COMPANY | |||||
By: /s/ Blake J. Lunt | ||||||
Print Name: Blake J. Lunt | ||||||
Title: Second Vice President | ||||||
50 S. LaSalle St., Floor M-27 | ||||||
Chicago, Illinois 60603 | ||||||
Phone: 312/557-3194 | ||||||
Facsimile: 312/557-1425 | ||||||
Attention: Blake J. Hunt |
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$5,000,000 |
DEUTSCHE BANK TRUST COMPANY | |||||
AMERICAS, INC. | ||||||
By: /s/ George R. Reynolds | ||||||
Print Name: George R. Reynolds | ||||||
Title: Director | ||||||
By: /s/ James Rolison | ||||||
Print Name: James Rolison | ||||||
Title: Managing Director | ||||||
200 Crescent Court #550 | ||||||
Dallas, Texas 75201 | ||||||
Phone: 214/740-7906 | ||||||
Facsimile: 214/740-7910 | ||||||
Attention: Justin Shull |
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