EX-10.1 SECOND AMENDMENT TO REVOLVING CREDIT AGRMT






Exhibit 10.1




SECOND AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT




     This SECOND AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT, dated as of June 26, 2008
(this “Amendment”), is by and among MEDICAL PROPERTIES TRUST, INC., a Maryland corporation
(“Holdings”), MPT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), the
financial institutions listed on the signature pages hereof (the “Lenders”) and JPMORGAN CHASE
BANK, N.A., as administrative agent for the Lenders (the “Administrative Agent”). Reference is
made to that certain Revolving Credit and Term Loan Agreement, dated as of November 30, 2007, as
amended by the First Amendment to Revolving Credit and Term Loan Agreement (the “First Amendment”)
dated as of March 13, 2008 (as so amended, the “Credit Agreement”), by and among Holdings, the
Borrower, the Lenders referenced therein and the Administrative Agent. 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 and the Lenders desire to amend the Credit Agreement to:



     (i) change the terms of the bridge loan facility previously consented to by the Lenders; and



     (ii) make certain other modifications as set forth below.



     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





			
	1.1	 	Amendments to Section 1.1: Defined Terms.





     Subsection 1.1 of the Credit Agreement is hereby further amended by deleting the definition of
the term set forth in quotation marks below and substituting therefor the following definition:




	 	 	“2008 Exchangeable Senior Note Indenture”: the Indenture entered into by the
Borrower and Holdings in connection with the issuance of the 2008 Exchangeable Senior Notes
in the principal amount of up to $82.0 million, the terms of which shall be as set forth on
Exhibit B to the First Amendment and shall otherwise be substantially the same as the Senior
Exchangeable Note Indenture, in each case with such changes as would be permitted for an
amendment to the 2008 Senior Exchangeable Note Indenture pursuant to Section 7.9 hereof,
together with all instruments and other agreements entered into by Borrower or Holdings in
connection therewith.




 









 












	 	 	“Bridge Loan Credit Agreement”: a Term Loan Agreement, if entered into, providing
for a term loan facility of up to $75.0 million, the proceeds of which are used to fund, in
part, the Acquisition (including to repay Loans made under this Agreement to fund the
Acquisition) and to pay fees, commissions and expenses in connection therewith, with a
maturity of November 8, 2010, secured by the same Collateral securing the Loans under this
Agreement, subject to the Intercreditor Agreement, having the other terms as set forth on
Exhibit C to the First Amendment and otherwise on terms acceptable to the Borrower.
	 
	 	 	“Intercreditor Agreement”: an Intercreditor Agreement, substantially in the form of
Exhibit F (with such modifications thereto as may be agreed by the parties thereto), among
the Administrative Agent and KeyBank National Association (or its successor), as
administrative agent under the Bridge Loan Documents.






			
	1.2	 	Amendments to Subsection 7.2: Indebtedness.





     Section 7.2(a) of the Credit Agreement is hereby amended by restating such clause (a) in its
entirety to read as follows:




	 	 	“(a) (i) Indebtedness of any Loan Party pursuant to any Loan Document, (ii) Indebtedness of
the Borrower and Guarantee Obligations of the Borrower and the Guarantors in respect of the
Bridge Loan Documents in an aggregate principal amount not to exceed $75.0 million and (iii)
any refinancings, renewals or extensions of any Indebtedness described in the foregoing
clause (ii) (a “Refinancing”); provided that (A) the principal amount
thereof (excluding accrued interest and the amount of fees and expenses incurred and
premiums paid in connection therewith) is not increased, (B) the weighted average life to
maturity of the principal amount thereof has not decreased, nor the final maturity thereof
shortened, in either case, with respect to a period when Loans are outstanding, and (C) any
Liens securing any such Indebtedness which is a Refinancing are junior to or pari passu in
priority with the Liens securing the Obligations, subject to the Intercreditor Agreement,
and in any case are limited to Collateral that secures the Loans.”






			
	1.3	 	Amendment to Subsection 7.3: Liens





     Section 7.3(i) of the Credit Agreement is hereby amended by restating such clause (i) in its
entirety to read as follows:



     “(i) Liens (not affecting the Collateral) securing Indebtedness constituting Indebtedness
permitted by Section 7.2(f).”




			
	1.4	 	Amendments to Exhibits.





     (a) Exhibit C to the First Amendment is hereby deleted in its entirety and replaced by Exhibit
C attached hereto.



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     (b) Exhibit F to the Credit Agreement is hereby deleted in its entirety and replaced by
Exhibit F attached hereto.



SECTION 2. REPRESENTATIONS AND WARRANTIES




          In order to induce Lenders and Administrative Agent to enter into this Amendment, Borrower and
Holdings each represents and warrants to each Lender and Administrative Agent that the following
statements are true, correct and complete:




          (i) each of Borrower and Holdings has all requisite corporate power and authority to enter
into this Amendment and to carry out the transactions contemplated by, and perform its obligations
under, the Credit Agreement as amended by this Amendment (the “Amended Agreement”);




          (ii) the execution and delivery of this Amendment and the performance of the Amended Agreement
have been duly authorized by all necessary corporate action on the part of Borrower and Holdings;




          (iii) No consent or authorization of, filing with, notice to or other act by or in respect of,
any Governmental Authority or any other Person is required in connection with the execution,
delivery, performance, validity or enforceability of this Amendment, except consents,
authorizations, filings and notices which have been obtained or made and are in full force and
effect;




          (iv) The execution, delivery and performance of this Amendment will not violate any
Requirement of Law or any Contractual Obligation of any Group Member, except for any such violation
which could not reasonably be expected to have a Material Adverse Effect, and will not result in,
or require, the creation or imposition of any Lien on any of their respective properties or
revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the
Liens created by the Security Documents or the Bridge Loan Documents).




          (v) this Amendment and the Amended Agreement have been duly executed and delivered by Borrower
and Holdings and are the legally valid and binding obligations of Borrower and Holdings,
enforceable against Borrower and Holdings in accordance with their respective terms, except as may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or
limiting creditors’ rights generally or by equitable principles relating to enforceability;




          (vi) the representations and warranties contained in Section 4 of the Credit Agreement are and
will be true, correct and complete in all material respects on and as of the date hereof and the
Amendment Effective Date to the same extent as though made on and as of such dates, except to the
extent such representations and warranties specifically relate to an earlier date, in which case
they were true, correct and complete in all material respects on and as of such earlier date; and




          (vii) no event has occurred and is continuing or will result from the consummation of the
transactions contemplated by this Amendment that would constitute a Default or Event of Default.




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SECTION 3. ACKNOWLEDGEMENT AND CONSENT




     Each Guarantor has read this Amendment and consents to the terms hereof and further hereby
confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of
such Guarantor under, and the Liens granted by such Guarantor as collateral security for the
indebtedness, obligations and liabilities evidenced by the Credit Agreement and the other Loan
Documents pursuant to, each of the Loan Documents to which such Guarantor is a party shall not be
impaired and each of the Loan Documents to which such Guarantor is a party is, and shall continue
to be, in full force and effect and is hereby confirmed and ratified in all respects.



     Each of Holdings, Borrower and the Subsidiary Guarantors hereby acknowledges and agrees that
the Secured Obligations under, and as defined in, the Guarantee and Collateral Agreement dated as
of November 30, 2007, by and among Holdings, Borrower, the Subsidiary Guarantors and Administrative
Agent (the “Guarantee and Collateral Agreement”) will include all Obligations under, and as defined
in, the Credit Agreement (as amended hereby).



     Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to
effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the
Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement
effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any
other Loan Document shall be deemed to require the consent of such Guarantor to any future
amendments to the Credit Agreement.



SECTION 4. CONDITIONS TO EFFECTIVENESS




     Except as set forth below, Section 1 of this Amendment shall become effective only upon the
satisfaction of the following conditions precedent (the date of satisfaction of such conditions
being referred to as the “Amendment Effective Date”):



     A. The Borrower, Holdings, the other Guarantors and the Required 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 secretary’s certificate of Holdings and the
Borrower (i) either confirming that there have been no changes to its organizational documents
since November 30, 2007, or if there have been changes to Holdings’ or the Borrower’s
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 and the transactions
contemplated hereby.



     C. The Lenders and the Administrative Agent shall have received all 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 10.5 of the Credit Agreement), in
connection with this Amendment.



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     D. The Administrative Agent shall have received satisfactory evidence of the termination of
the commitments described in the commitment letter, dated March 13, 2008, among the Borrower, UBS
AG, and the other financial institutions party thereto.



SECTION 5. 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, 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 Credit Agreement as amended hereby.




     (ii) Except as specifically amended by this Amendment, the Credit Agreement and the
other Loan Documents shall remain in full force and effect and are hereby ratified and
confirmed.




     (iii) The execution, delivery and performance of this Amendment 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 Administrative Agent or any Lender under the Credit
Agreement or any of the other Loan Documents.



     B. Headings. Section and subsection headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other
purpose or be given any substantive effect.



     C. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF
THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK).



     D. Intercreditor Agreement. The Lenders hereby authorize the Administrative Agent to enter
into the Intercreditor Agreement.



     E. Counterparts; Effectiveness. This Amendment 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 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 (other than the provisions of Section 1 hereof, the effectiveness of
which is governed by Section 4 hereof) shall become effective upon the execution of a counterpart
hereof by Holdings, Borrower and the Requisite Lenders and receipt by Borrower and Administrative
Agent of written or telephonic notification of such execution and authorization of delivery
thereof.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first written
above.



	 	 	 	 	 
	HOLDINGS:                   	MEDICAL PROPERTIES TRUST, INC.

 	 
	 	By:  	/s/ R. Steven Hamner	 
	 	 	Name:  	R. Steven Hamner 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	BORROWER:                   	MPT OPERATING PARTNERSHIP,
L.P.,

 	 
	 	By:  	/s/ R. Steven Hamner	 
	 	 	Name:  	R. Steven Hamner 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 



 









 






	 	 	 	 	 



SUBSIDIARY GUARANTORS

(FOR PURPOSES OF

SECTION 3):




MPT OF REDDING, LLC

MPT OF CHINO, LLC

MPT OF SHERMAN OAKS, LLC

MPT OF BUCKS COUNTY, LLC

MPT OF VICTORVILLE, LLC

MPT OF BLOOMINGTON, LLC

MPT OF COVINGTON, LLC

MPT OF DENHAM SPRINGS, LLC

MPT OF DALLAS LTACH, LLC

MPT OF CENTINELA, LLC

MPT OF MONTCLAIR, LLC

MPT OF PORTLAND, LLC

MPT OF WARM SPRINGS, LLC

MPT OF VICTORIA, LLC

MPT OF LULING, LLC

MPT OF HUNTINGTON BEACH, LLC

MPT OF WEST ANAHEIM, LLC

MPT OF LA PALMA, LLC

MPT OF TWELVE OAKS, LLC

MPT OF SHASTA, LLC

MPT OF PARADISE VALLEY, LLC

MPT OF SOUTHERN CALIFORNIA, LLC

MPT OF INGLEWOOD, LLC

8451 PEARL STREET, LLC

4499 ACUSHNET AVENUE, LLC

MPT OF BENNETTSVILLE, LLC

MPT OF BOSSIER CITY, LLC

MPT OF CLEVELAND, TEXAS, LLC

MPT OF CHERAW, LLC

MPT OF IDAHO FALLS, LLC

MPT OF TUCSON, LLC

MPT OF WEBSTER, LLC

MPT OF POPLAR BLUFF, LLC

MPT OF PROVIDENCE, LLC

MPT OF SPRINGFIELD, LLC

MPT OF WARWICK, LLC

MPT OF BRISTOL, LLC

MPT OF ENFIELD, LLC

MPT OF WEST VALLEY CITY, LLC

MPT OF FT. LAUDERDALE, LLC

MPT OF NEWINGTON, LLC

MPT OF DETROIT, LLC




 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	MPT OF MORGANTOWN, LLC
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
 	 	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
sole member of each of the above entities
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	By:	 	/s/
R. Steven Hamner
	 	 	 	 	 
	 
	 	 	 	Name:	 	R. Steven Hamner 	 	 	 	 	 	 
	 
	 	 	 	Title:	 	Executive Vice President and CFO 	 	 	 	 
	 
	 	 	 	 	 	of MPT Operating Partnership, L.P. 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	 	 	MOUNTAIN VIEW - MPT HOSPITAL, LLC (f/k/a HCPI/IDAHO FALLS, LLC)
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	MPT OF IDAHO FALLS, LLC, its authorized member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	MPT OPERATING PARTNERSHIP, L.P., its sole member
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	By:	 	/s/ R. Steven Hamner 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Name:	 	R. Steven Hamner
	 
	 	 	 	 	 	Title:	 	Executive Vice President and CFO
	 
	 	 	 	 	 	 	 	of MPT Operating Partnership, L.P.






 









 






	 	 	 	 	 	 	 
	 	 	MPT OF BUCKS COUNTY, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	MPT OF BUCKS COUNTY, LLC, its general partner
	 
	 	 	 	 	 	 
	 
	 	 	 	By:	 	MPT OPERATING PARTNERSHIP, L.P., its sole member
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MPT OF DALLAS LTACH, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	MPT OF DALLAS LTACH, LLC, its general partner
	 
	 	 	 	 	 	 
	 
	 	 	 	By:	 	MPT OPERATING PARTNERSHIP, L.P., its sole member
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MPT OF CENTINELA, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	MPT OF CENTINELA, LLC, its general partner
	 
	 	 	 	 	 	 
	 
	 	 	 	By:	 	MPT OPERATING PARTNERSHIP, L.P., its sole member
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MPT OF MONTCLAIR, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	MPT OF MONTCLAIR, LLC, its general partner
	 
	 	 	 	 	 	 
	 
	 	 	 	By:	 	MPT OPERATING PARTNERSHIP, L.P., its sole member
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MPT OF WARM SPRINGS, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	MPT OF WARM SPRINGS, LLC, its general partner
	 
	 	 	 	 	 	 
	 
	 	 	 	By:	 	MPT OPERATING PARTNERSHIP, L.P., its sole member






 









 






	 	 	 	 	 	 	 
	 	 	MPT OF VICTORIA, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	MPT OF VICTORIA, LLC, its general partner
	 
	 	 	 	 	 	 
	 
	 	 	 	By:	 	MPT OPERATING PARTNERSHIP, L.P., its sole member
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MPT OF LULING, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	MPT OF LULING, LLC, its general partner
	 
	 	 	 	 	 	 
	 
	 	 	 	By:	 	MPT OPERATING PARTNERSHIP, L.P., its sole member
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MPT OF HUNTINGTON BEACH, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	MPT OF HUNTINGTON BEACH, LLC, its general partner
	 
	 	 	 	 	 	 
	 
	 	 	 	By:	 	MPT OPERATING PARTNERSHIP, L.P., its sole member
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MPT OF WEST ANAHEIM, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	MPT OF WEST ANAHEIM, LLC, its general partner
	 
	 	 	 	 	 	 
	 
	 	 	 	By:	 	MPT OPERATING PARTNERSHIP, L.P., its sole member
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MPT OF LA PALMA, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	MPT OF LA PALMA, LLC, its general partner
	 
	 	 	 	 	 	 
	 
	 	 	 	By:	 	MPT OPERATING PARTNERSHIP, L.P., its sole member






 









 






	 	 	 	 	 	 	 
	 	 	MPT OF TWELVE OAKS, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	MPT OF TWELVE OAKS, LLC, its general partner
	 
	 	 	 	 	 	 
	 
	 	 	 	By:	 	MPT OPERATING PARTNERSHIP, L.P., its sole member
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MPT OF SHASTA, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	MPT OF SHASTA, LLC, its general partner
	 
	 	 	 	 	 	 
	 
	 	 	 	By:	 	MPT OPERATING PARTNERSHIP, L.P., its sole member
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MPT OF PARADISE VALLEY, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	MPT OF PARADISE VALLEY, LLC, its general partner
	 
	 	 	 	 	 	 
	 
	 	 	 	By:	 	MPT OPERATING PARTNERSHIP, L.P., its sole member
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MPT OF SOUTHERN CALIFORNIA, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	MPT OF SOUTHERN CALIFORNIA, LLC, its general partner
	 
	 	 	 	 	 	 
	 
	 	 	 	By:	 	MPT OPERATING PARTNERSHIP, L.P., its sole member
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MPT OF INGLEWOOD, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	MPT OF INGLEWOOD, LLC, its general partner
	 
	 	 	 	 	 	 
	 
	 	 	 	By:	 	MPT OPERATING PARTNERSHIP, L.P., its sole member
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MPT OF CLEVELAND, TEXAS, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	MPT OF CLEVELAND, TEXAS, LLC, its general partner
	 
	 	 	 	 	 	 
	 
	 	 	 	By:	 	MPT OPERATING PARTNERSHIP, L.P., its sole member






 









 






	 	 	 	 	 	 	 	 	 
	 	 	MPT OF WEBSTER, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	MPT OF WEBSTER, LLC, its general partner
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	MPT OPERATING PARTNERSHIP, L.P., its sole member
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	By:	 	/s/ R. Steven Hammer
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Name:	 	R. Steven Hamner
	 
	 	 	 	 	 	Title:	 	Executive Vice President
	 
	 	 	 	 	 	 	 	and CFO of MPT
	 
	 	 	 	 	 	 	 	Operating Partnership, L.P.






 









 






	 	 	 	 	 
	LENDERS:






	 	J.P. MORGAN CHASE BANK, N.A.,

as Lender and as Administrative Agent

 	 
	 	By:  	/s/ Vanessa Chiu 	 
	 	 	Name:  	Vanessa Chiu 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION,
as Syndication
Agent and as a Lender

 	 
	 	By:  	/s/ Laura Conway 	 
	 	 	Name:  	Laura Conway 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	RAYMOND JAMES BANK, FSB, as a Lender

 	 
	 	By:  	/s/ Thomas Scott 	 
	 	 	Name:  	Thomas Scott 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender

 	 
	 	By:  	/s/ Carin Keegan 	 
	 	 	Name:  	Carin Keegan 	 
	 	 	Title:  	Director 	 
	 
	 	By:  	/s/ Susan LeFevre 	 
	 	 	Name:  	Susan LeFevre 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	UBS LOAN FINANCE LLC, as a Lender

 	 
	 	By:  	/s/ Richard L. Tavrow 	 
	 	 	Name:  	Richard L. Tavrow 	 
	 	 	Title:  	Director 	 
	 
	 	By:  	/s/ Irja R. Otsa 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ROYAL BANK OF CANADA, as a Lender

 	 
	 	By:  	/s/ Jake Sigmund 	 
	 	 	Name:  	Jake Sigmund 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



EXHIBIT C




Summary of Bridge Loan Credit Agreement





 









 








EXHIBIT F




Form of Intercreditor Agreement