Exhibit 10.1


FIRST AMENDMENT TO FIFTH AMENDED AND 

RESTATED REVOLVING CREDIT AGREEMENT


This First Amendment to the Fifth Amended and Restated
Revolving Credit Agreement (the “Amendment”) is made as of November 13, 2007,
by and among Duke Realty Limited Partnership (“Borrower”), Duke Realty
Corporation (“Guarantor”), JPMorgan Chase Bank, N.A., individually and as “Administrative
Agent”, and the Lenders shown on the signature pages hereof.


R  E  C  I  T  A  L  S


A.            Borrower,
Guarantor, Administrative Agent and the other Lenders have entered into an
Fifth Amended and Restated Revolving Credit Agreement dated as of January 25,
2006 (as amended, the “Credit Agreement”). 
All capitalized terms used herein and not otherwise defined shall have
the meanings given to them in the Credit Agreement.


B.            Pursuant
to the terms of the Credit Agreement, the Lenders initially agreed to provide
Borrower with a revolving credit facility in an aggregate principal amount of
up to $1,000,000,000.  The Borrower,
Guarantor, the Administrative Agent and the Lenders now desire to amend the
Credit Agreement in order to, among other things (i) increase the
Aggregate Commitment to $1,300,000,000 in accordance with Section 2.1 of the
Credit Agreement; and (ii) make certain other modifications to the terms
of the Credit Agreement.


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:


AGREEMENTS


1.             The
foregoing Recitals to this Amendment hereby are incorporated into and made part
of this Amendment.


2.             From
and after the Effective Date (as hereinafter defined) the Commitments of each
Lender shall each be the amount shown next to their respective signatures on
the signature pages of this Amendment.


3.             From
and after the Effective Date, the Aggregate Commitment shall equal One Billion
Three Hundred Million Dollars ($1,300,000,000).


4.             The
parties hereto acknowledge and agree that Wachovia has been designated as Joint
Lead Arranger of the Facility together with J.P. Morgan Securities, Inc.


5.             Section
2.4 of the Credit Agreement is hereby amended and restated to read as follows:


Applicable Margins.  The ABR
Applicable Margin and the LIBOR Applicable Margin to be used in calculating the
interest rate applicable to different Types of Advances shall vary from time to
time in accordance with the long-term unsecured debt ratings of the Borrower as
set forth 

















in the table attached as Exhibit A.  In the event that a rating agency shall
discontinue its ratings of the REIT industry or the Borrower, a mutually
agreeable substitute rating agency may be selected by the Required Lenders and
the Borrower.


If a rating agency downgrade or discontinuance results
in an increase in the ABR Applicable Margin, the LIBOR Applicable Margin or
Facility Fee Rate and if such downgrade or discontinuance is reversed and the
affected Applicable Margin is restored within ninety (90) days thereafter, at
the Borrower’s request, the Borrower shall receive a credit against interest
next due the Lenders equal to interest accrued from time to time during such
period of downgrade or discontinuance and actually paid by the Borrower on the
Advances at the differential between such Applicable Margins, and the
differential of the Facility Fees paid during such period of downgrade.


If a rating agency upgrade results in a decrease in
the ABR Applicable Margin, LIBOR Applicable Margin or Facility Fee Rate and if
such upgrade is reversed and the affected Applicable Margin is restored within
ninety (90) days thereafter, Borrower shall be required to pay an amount to the
Lenders equal to the interest differential on the Advances and the differential
on the Facility Fees during such period of upgrade.


6.             Section
7.20 (i) of the Credit Agreement is hereby amended and restated to read as
follows:


“the ratio of Adjusted EBITDA to Fixed Charges to be
less than 1.50 to 1.0 for the preceding 12 full calendar months throughout the
remaining term of the Facility;”


7.             Section
7.20 (iii) of the Credit Agreement is hereby amended and restated to read as
follows:


“the ratio obtained by
dividing: (a) the Property Operating Income from all Unencumbered Assets by (b)
interest on Consolidated Unsecured Indebtedness to be less than 1.75 to 1.0 for
the quarter then ended.”


8.             Section
7.25 of the Credit Agreement is hereby amended and restated to read as follows:


Notice of Rating Change. 
The Borrower shall notify the Administrative Agent promptly if there is
any change in the long term unsecured debt rating of the Borrower from Moody’s
or S&P.


9.             Exhibit
A attached to the Credit Agreement is hereby replaced with Exhibit A attached
to this Amendment.


10.           Borrower
and Guarantor hereby represent and warrant that:


(a)           no Default or Unmatured Default
exists under the Loan Documents;


(b)           the Loan Documents are in full force
and effect and Borrower and Guarantor have no defenses or offsets to, or claims
or counterclaims relating to, their obligations under the Loan Documents;


 


2

















(c)           no changes have been made to the
organizational documents of the Borrower or Guarantor since the date of the
Credit Agreement unless such changes have been previously provided to
Administrative Agent;


(d)           there has been no material adverse
change in the financial condition of 
Borrower or the Guarantor since June 30, 2007; and


(e)           Borrower and Guarantor have full
power and authority to execute this Amendment.


11.           The
“Effective Date” shall be the date on which this Amendment shall have been
executed by Borrower, General Partner, Administrative Agent, and the Required
Lenders (including each Lender whose commitment has been increased), and all
fees due to approving lenders, and the fees and expenses of the Arrangers have
been paid.


12.           As
expressly modified as provided herein, the Credit Agreement shall continue in
full force and effect, and Guarantor reaffirms all of its obligations under the
Guaranty.


13.           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 in
accordance with the internal laws (and not the law of conflicts) of the State
of Illinois, but giving effect to federal laws applicable to national banks.


 


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of Page Intentionally Left Blank.]


 


3
















IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment as of the date first written above.


	
   

  	
  DUKE REALTY LIMITED
  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DUKE REALTY CORPORATION, its

  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Matthew
  A. Cohoat

  
	
   

  	
   

  	
  Print Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Matthew A. Cohoat

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Executive Vice President and

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  c/o Duke Realty
  Corporation

  
	
   

  	
  600 East 96th
  Street, Suite 100

  
	
   

  	
  Indianapolis, Indiana
  46240

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Matthew A. Cohoat

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
  (317) 808-6065

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (317) 808-6794

  	
   

  	
   

  
							



 


 


	
   

  	
  DUKE REALTY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Matthew
  A. Cohoat

  
	
   

  	
  Print Name:

  	
  Matthew A. Cohoat

  
	
   

  	
  Title:

  	
  Executive Vice
  President and

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  600 East 96th
  Street, Suite 100

  
	
   

  	
  Indianapolis, Indiana
  46240

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Matthew A. Cohoat

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
  (317) 808-6065

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (317) 808-6794

  	
   

  	
   

  
							



 


 


 


S-1

















	
  Commitments:

  	
  JPMORGAN CHASE BANK,
  N.A., Individually

  and as Administrative Agent

  
	
   

  	
   

  
	
  $112,000,000

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kimberly L. Turner

  
	
   

  	
  Print Name:

  	
  Kimberly L. Turner

  
	
   

  	
  Title:

  	
  Executive Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  277 Park Avenue

  
	
   

  	
  3rd Floor

  
	
   

  	
  New York, NY  10172

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Kimberly Turner

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
  (212) 622-8177

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (646) 534-0574

  	
   

  	
   

  
							



 


 


S-2

















	
  $112,000,000

  	
  WACHOVIA BANK, NATIONAL
  ASSOCIATION, 

  Individually and as Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rex E. Rudy

  
	
   

  	
  Print Name:

  	
  Rex E. Rudy

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  171 17th
  Street, NW, 100 Building

  
	
   

  	
  Atlanta, Georgia 30363

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Cathy A. Casey

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
  (404) 214-6335

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (404) 214-5493

  	
   

  	
   

  
							



 


S-3

















	
  $98,000,000

  	
  BANK OF AMERICA, N.A.,
  Individually and as 

  Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Mark
  Mokelke

  
	
   

  	
  Print Name:

  	
  Mark Mokelke

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Bank of America, N.A.

  
	
   

  	
  231 S. LaSalle Street, 10th Floor

  
	
   

  	
  Chicago, IL  60604

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Mark Mokelke

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
  (312) 828-1739

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (312) 828-4970

  	
   

  	
   

  
							



 


 


S-4

















	
  $73,000,000

  	
  THE BANK OF NOVA
  SCOTIA, NEW YORK 

  AGENCY, Individually and as Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ R.H.
  Boese

  
	
   

  	
  Print Name:

  	
  R.H. Boese

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  One Liberty Plaza

  
	
   

  	
  New York, NY  10006

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Rob Boese

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
  212-225-5167

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  212-225-5166

  	
   

  	
   

  
							



 


 


S-5

















	
  $98,000,000

  	
  WELLS FARGO BANK,
  NATIONAL

  ASSOCIATION, Individually and as Syndication

  Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Winita Lau

  
	
   

  	
  Print Name:

  	
  Winita Lau

  
	
   

  	
  Title:

  	
  Assistant Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  123 North Wacker Drive

  
	
   

  	
  Suite 1900

  
	
   

  	
  Chicago, Illinois 60606

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Winita Lau

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
  (312) 269-4848

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (312) 782-0969

  	
   

  	
   

  
							



 


 


S-6

















	
  $60,000,000

  	
  DEUTSCHE BANK TRUST
  COMPANY

  AMERICAS, Individually and as Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brenda Casey

  
	
   

  	
  Print Name:

  	
  Brenda Casey

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Print Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  200 Crescent Court

  
	
   

  	
  Suite 550

  
	
   

  	
  Dallas, TX  75201

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  
	
   

  	
  Telephone:

  	
  (214) 740-7903

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (214) 740-7910

  	
   

  	
   

  
								



 


 


S-7

















	
  $60,000,000

  	
  FIFTH THIRD BANK,
  Individually and as 

  Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David O’Neal

  
	
   

  	
  Print Name:

  	
  David O’Neal

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  251 North Illinois
  Street

  
	
   

  	
  Suite 1000

  
	
   

  	
  Indianapolis, IN  46204

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  David O’Neal

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
  317-383-2288

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  317-383-2764

  	
   

  	
   

  
							



                                                                                                                                                                                                                                                                                                


 


S-8

















	
  $60,000,000

  	
  MORGAN STANLEY BANK,
  Individually and as 

  Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel Twenge

  
	
   

  	
  Print Name:

  	
  Daniel Twenge

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1633 Broadway

  
	
   

  	
  25th Floor

  
	
   

  	
  New York, NY  10019

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Erma Dell’Aquila

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
  (212) 537-1532

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (212) 537-1867

  	
   

  	
   

  
							



 


 


S-9

















	
  $60,000,000

  	
  REGIONS BANK,
  Individually and as Managing

  Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kerri Raines

  
	
   

  	
  Print Name:

  	
  Kerri Raines

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Regions Bank

  
	
   

  	
  1900 5th Avenue, North

  
	
   

  	
  15th Floor

  
	
   

  	
  Birmingham, AL 35288

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Kerri Raines

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
  (205) 801-0621

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (205) 264-5456

  	
   

  	
   

  
							



 


 


S-10
















 


 


	
  $60,000,000

  	
  SUNTRUST BANK,

  Individually and as Managing Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory T. Horstman

  
	
   

  	
  Print Name:

  	
  Gregory T. Horstman

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  8330 Boone
  Boulevard

  
	
   

  	
  8th
  Floor

  
	
   

  	
  Vienna, VA 22182

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Gregory T.
  Horstman

  
	
   

  	
  Telephone:

  	
  (703) 442-1549

  
	
   

  	
  Facsimile:

  	
  (703) 442-1570

  



 


 


 


S-11

















 


 


	
  $60,000,000

  	
  U.S. BANK NATIONAL ASSOCIATION,

  Individually and as Managing Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Renee M. Lewis

  
	
   

  	
  Print Name:

  	
  Renee M. Lewis

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  US Bank -
  MK-IL-RY2C

  
	
   

  	
  209 South
  LaSalle, Suite 210

  
	
   

  	
  Chicago, IL
  60604

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Renee M. Lewis

  
	
   

  	
  Telephone:

  	
  (312) 325-8877

  
	
   

  	
  Facsimile:

  	
  (312) 325-8852

  



 


 


 


S-12

















 


 


	
  $60,000,000

  	
  UBS LOAN FINANCE LLC,

  Individually and as
  Managing Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Irja R. Otsa

  
	
   

  	
  Print
  Name:

  	
  Irja
  R. Otsa

  
	
   

  	
  Title:

  	
  Associate
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard L. Tavrow

  
	
   

  	
  Print
  Name:

  	
  Richard
  L. Tavrow

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  677
  Washington Boulevard

  
	
   

  	
  Stamford,
  CT 06901

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Brian
  Gross

  
	
   

  	
  Telephone:

  	
  (203)
  719-3571

  
	
   

  	
  Facsimile:

  	
  (203)
  719-3888

  



 


 


S-13

















 


 


	
  $51,000,000

  	
  NATIONAL CITY BANK,

  Individually and as Co-Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sarah E. Beeson

  
	
   

  	
  Print Name:

  	
  Sarah E. Beeson

  
	
   

  	
  Title:

  	
  Assistant Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  101 West
  Washington Street

  
	
   

  	
  Suite 935E

  
	
   

  	
  Indianapolis, IN
  46255

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Sarah E. Beeson

  
	
   

  	
  Telephone:

  	
  (317) 267-7373

  
	
   

  	
  Facsimile:

  	
  (317) 267-3742

  



 


 


S-14

















 


 


	
  $51,000,000

  	
  THE ROYAL BANK OF SCOTLAND PLC,

  Individually and as Co-Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy J. McNaught

  
	
   

  	
  Print Name:

  	
  Timothy J. McNaught

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  101 Park Avenue

  
	
   

  	
  12th
  Floor

  
	
   

  	
  New York, NY
  10178

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Timothy J.
  McNaught

  
	
   

  	
  Telephone:

  	
  (212) 401-3624

  
	
   

  	
  Facsimile:

  	
  (212) 401-3456

  



 


 


 


S-15

















 


	
  $48,000,000

  	
  PNC BANK, NATIONAL ASSOCIATION,

  Individually and as Managing Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard B. Trzybinski

  
	
   

  	
  Print Name:

  	
  Richard B. Trzybinski

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  201 East Fifth
  Street

  
	
   

  	
  Cincinnati, OH
  45202

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Richard B.
  Trzybinski

  
	
   

  	
  Telephone:

  	
  (513) 651-8939

  
	
   

  	
  Facsimile:

  	
  (513) 651-8931

  



 


 


S-16

















 


	
  $41,000,000

  	
  THE BANK OF TOKYO-MITSUBISHI UFJ, LTD, NEW YORK
  BRANCH, Individually and as Co-Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James T. Taylor

  
	
   

  	
  Print Name:

  	
  James T. Taylor

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  1221 Avenue of the
  Americas

  
	
   

  	
  New York, NY 10020

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  James T. Taylor

  
	
   

  	
  Telephone:

  	
  (212) 782-4116

  
	
   

  	
  Facsimile:

  	
  (212) 782-6442

  



 


 


S-17

















 


 


	
  $41,000,000

  	
  CITICORP NORTH AMERICA,
  INC.,

  Individually and as
  Co-Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Bouton

  	
   

  
	
   

  	
  Print
  Name:

  	
  David
  Bouton

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c/o
  Citigroup Global Markets, Inc.

  	
   

  
	
   

  	
  390
  Greenwich Street

  	
   

  
	
   

  	
  1st
  Floor

  	
   

  
	
   

  	
  New
  York, NY 10013

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Malav
  Kakad

  	
   

  
	
   

  	
  Telephone:

  	
  (212)
  723-4693

  	
   

  
	
   

  	
  Facsimile:

  	
  (646)
  291-3638

  	
   

  



 


 


 


S-18

















 


	
  $40,000,000

  	
  MIZUHO CORPORATE BANK, LTD.,

  Individually and as Co-Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Noel P. Purcell

  
	
   

  	
  Print Name:

  	
  Noel P. Purcell

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  1251 Avenue of
  the Americas

  
	
   

  	
  New York, NY
  10020

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Matthew Murphy

  
	
   

  	
  Telephone:

  	
  (212) 282-4295

  
	
   

  	
  Facsimile:

  	
  (212) 282-4488

  



 


 


S-19

















 


 


	
  $30,000,000

  	
  THE NORTHERN TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Wiarda

  
	
   

  	
  Print Name:

  	
  Robert Wiarda

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  50 South LaSalle

  
	
   

  	
  Chicago,
  Illinois 60603

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Robert Wiarda

  
	
   

  	
  Telephone:

  	
  (312) 444-3380

  
	
   

  	
  Facsimile:

  	
  (312) 444-7028

  



 


 


S-20

















 


	
  $25,000,000

  	
  THE GOVERNOR AND
  COMPANY OF THE BANK OF IRELAND

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Philip Allen

  
	
   

  	
  Print
  Name:

  	
  Philip
  Allen

  
	
   

  	
  Title:

  	
  Authorised
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gwen Evans

  
	
   

  	
  Print
  Name:

  	
  Gwen
  Evans

  
	
   

  	
  Title:

  	
  Authorised
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  Bank of Ireland
  Corporate

  
	
   

  	
  B2, Head Office

  
	
   

  	
  Lower Baggot St.

  
	
   

  	
  Dublin 2,
  Ireland

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Philip Allen

  
	
   

  	
  Telephone:

  	
  353 1 604 4710

  
	
   

  	
  Facsimile:

  	
  353 1 604 4798

  



 


 


 


S-21

















 


 


	
  $25,000,000

  	
  CHANG HWA COMMERCIAL
  BANK, LTD., NEW YORK BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jim CY. Chen

  
	
   

  	
  Print Name:

  	
  Jim CY. Chen

  
	
   

  	
  Title:

  	
  Vice
  President & General Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  685
  Third Avenue

  
	
   

  	
  29th
  Floor

  
	
   

  	
  New
  York, NY 10017

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Nelson
  Chou

  
	
   

  	
  Telephone:

  	
  (212)
  651-9770 ext. 24

  
	
   

  	
  Facsimile:

  	
  (212)
  651-9785

  



 


 


S-22

















 


 


	
  $10,000,000

  	
  BANK HAPOALIM, B.M.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles McLaughlin

  
	
   

  	
  Print Name:

  	
  Charles McLaughlin

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Helen H. Gateson

  
	
   

  	
  Print Name:

  	
  Helen H. Gateson

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  New York Branch

  
	
   

  	
  1177 Avenue of the
  Americas

  
	
   

  	
  12th Floor

  
	
   

  	
  New York, NY 10036

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Marc Bose

  
	
   

  	
  Telephone:

  	
  (212) 782-2181

  
	
   

  	
  Facsimile:

  	
  (212) 782-2382

  



 


 


S-23

















 


 


	
  $25,000,000

  	
  SCOTIABANC INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  J.F. Todd

  
	
   

  	
  Print
  Name:

  	
  J.F.
  Todd

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  711
  Louisiana, Suite 1400

  
	
   

  	
  Houston,
  Texas 77002

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  J.F.
  Todd

  
	
   

  	
  Telephone:

  	
  832-426-6002

  
	
   

  	
  Facsimile:

  	
  832-426-6000

  



 


 


 


S-24
















 


 


EXHIBIT A


 


PRICING SCHEDULE


 


	
  APPLICABLE MARGIN

  	
  LEVEL I

  RATING

  	
  LEVEL II

  RATING

  	
  LEVEL III RATING

  	
  LEVEL IV RATING

  	
  LEVEL V

  RATING

  
	
  Eurodollar Rate

  	
  0.45%

  	
  0.525%

  	
  0.65%

  	
  0.80%

  	
  1.15%

  
	
  ABR

  	
  0.0%

  	
  0.0%

  	
  0.0%

  	
  0.0%

  	
  0.15%

  
	
  APPLICABLE FEE RATE

  	
  LEVEL I

  RATING

  	
  LEVEL II

  RATING

  	
  LEVEL III RATING

  	
  LEVEL IV RATING

  	
  LEVEL V

  RATING

  
	
  Letter of Credit Fee

  	
  0.45%

  	
  0.525%

  	
  0.65%

  	
  0.80%

  	
  1.15%

  
	
  Facility Fee

  	
  0.125%

  	
  0.15%

  	
  0.15%

  	
  0.20%

  	
  0.25%

  



 


For the purposes of this Schedule, the following terms
have the following meanings, subject to the final paragraph of this Schedule:


“Level I Rating” means, for the applicable rating
agency:  Borrower’s Moody’s Rating is A3
or better; Borrower’s S&P Rating is A- or better.


“Level II Rating” means, for the applicable rating
agency: the Borrower’s Moody’s Rating is Baa1 or better; Borrower’s S&P
Rating is BBB+ or better.


“Level III Rating” means, for the applicable rating
agency: the Borrower’s Moody’s Rating is Baa2 or better; Borrower’s S&P
Rating is BBB or better.


“Level IV Rating” means, for the applicable rating
agency: the Borrower’s Moody’s Rating is Baa3 or better; Borrower’s S&P
Rating is BBB- or better.


“Level V Rating” exists at any date if, on such date,
the Borrower has not qualified for Level I Rating, Level II Rating, Level III
Rating, or Level IV Rating.


“Moody’s Rating” means, at any time, the rating issued
by Moody’s Investors Service, Inc. and then in effect with respect to the
Borrower’s senior unsecured long-term debt securities without third-party
credit enhancement.


“Rating” means Level I Rating, Level II Rating, Level
III Rating, Level IV Rating, or Level V Rating.


“S&P Rating” means, at any time, the rating issued
by Standard and Poor’s, and then in effect with respect to the Borrower’s
senior unsecured long-term debt securities without third-party credit
enhancement.


 


A-1

















 


The Applicable Margin and Applicable Fee Rate shall be
determined in accordance with the foregoing table based on the Borrower’s
Rating as determined from its then-current Moody’s and S&P Ratings.


In the event that the Ratings of Moody’s and S&P
do not match, then the higher of the two Ratings shall determine pricing;
provided, however, that if the two Ratings are two gradations apart, then the
rating that is between the two differing Ratings shall determine pricing.


The credit rating in effect on
any date for the purposes of this Schedule is that in effect at the close of
business on such date.  If at any time
the Borrower has no Moody’s Rating and no S&P Rating, then Level V Rating
shall exist.


 


A-2