EXHIBIT 10.1


 


Execution
Version


 


 THIRD AMENDMENT TO CREDIT AGREEMENT


 


THIRD AMENDMENT
TO CREDIT AGREEMENT (this “Agreement”) dated as of November 24, 2020, among Postal
Realty LP, a Delaware limited partnership (“Borrower”),
POSTAL REALTY TRUST INC., a Maryland corporation (the “REIT”),
the SUBSIDIARY GUARANTORS party hereto (the “Subsidiary Guarantors”; the REIT and each of the Subsidiary Guarantors,
individually, a “Guarantor Party” and, collectively, the “Guarantor Parties”), and PEOPLE’S
UNITED BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (defined below) (together with its successors and assigns
in such capacity, the “Administrative Agent”).


 


RECITALS:


 


A. Borrower,
the Administrative Agent, certain lenders (together with their respective successors and assigns, the “Lenders”),
and BMO Capital Markets Corp., as Joint Lead Arranger, are parties to that certain Credit Agreement dated as of September 27, 2019,
as amended by that certain First Amendment to Credit Agreement dated as of January 30, 2020, as further amended by that certain
Second Amendment to Credit Agreement dated as of June 25, 2020 (as amended, the “Credit Agreement”). Except
as otherwise herein expressly provided, each initially capitalized term used herein has the meaning assigned to such term in the
Credit Agreement, as amended by this Agreement.


 


B. Borrower,
the Guarantor Parties and the Administrative Agent (on behalf of the Lenders) desire to amend the Credit Agreement as set forth
herein.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower, the Guarantor Parties and
the Administrative Agent (on behalf of the Lenders) agree as follows:


 


Section 1.Amendments
of Credit Agreement. Effective as of the date hereof, the Credit Agreement is hereby amended as follows:


 


(a) The
term “Acceptable Postal Lease” is hereby added to Section 1.01 of the Credit Agreement:


 


““Acceptable
Postal Lease” means, with respect to a Real Property, a Postal Lease in respect of such Real Property that is a Qualifying
Lease, has not terminated and is not scheduled to expire within three (3) months after the date such Real Property would be included
as a Borrowing Base Property hereunder (or, in the case of clause (1) of Section 2.05(d), within three (3) months after the date
the criteria for Eligible Property is retested as described in such clause).”


 


(b) The
following definition of “Borrowing Base Concentration Limits” is hereby added to Section 1.01 of the Credit Agreement:


 




    


     


    

 


““Borrowing
Base Concentration Limits” means each of the following:


 


(i) no
individual Borrowing Base Property shall account for more than twenty percent (20%) of Borrowing Base Net Operating Income;


 


(ii) no
two Borrowing Base Properties shall, in the aggregate, account for more than thirty percent (30%) of Borrowing Base Net Operating
Income;


 


(iii)  not
more than ten percent (10%) of Borrowing Base Net Operating Income may be derived from Leases that are not Postal Leases; and


 


(iv) not
more than twenty-five percent (25%) of Borrowing Base Net Operating Income shall be derived from Borrowing Base Properties that
are not one hundred percent (100%) occupied by a single tenant pursuant to a Postal Lease.


 


If one or more
of the limits set forth in clauses (i) – (iv) of this definition is not satisfied, then Borrowing Base Portfolio Value shall
be adjusted as necessary to result in satisfaction of the limits set forth in clauses (i) – (iv) of this definition.”


 


(c) The
term “Borrowing Base Portfolio Value” in Section 1.01 of the Credit Agreement is hereby amended as follows (with the
amendments identified in underlined, italicized font):


 


““Borrowing
Base Portfolio Value” means, as of any date of determination, subject to the Borrowing Base Concentration Limits,
the aggregate of:


 


(a) except
as set forth in clause (c) below, for any Borrowing Base Property that was acquired by a Borrowing Base Entity less than six (6)
calendar months prior to such date, the Net Purchase Price paid by such Borrowing Base Entity to acquire such Borrowing Base Property;


 


(b) for
any Borrowing Base Property that was acquired by a Borrowing Base Entity six (6) calendar months or more prior to such date, the
quotient obtained by dividing (i) the Net Operating Income of such Borrowing Base Property (based solely upon rental income from
the Postal Lease and any Operating Business Leases with respect to such Borrowing Base Property) as of such date by (ii) the Capitalization
Rate; and


 


(c) for
any Borrowing Base Property that was acquired by a Borrowing Base Entity less than six (6) calendar months prior to such date and
at a capitalization rate of 7.0% or less, the quotient obtained by dividing (i) the Net Operating Income of such Borrowing Base
Property (based solely upon rental income from the Postal Lease and any Operating Business Leases with respect to such Borrowing
Base Property) as of such date by (ii) the Capitalization Rate, unless Administrative Agent consents (in its sole discretion) to
use the Net Purchase Price paid by such Borrowing Base Entity to acquire such Borrowing Base Property in determining the value
attributable to such Borrowing Base Property for purposes of calculating the Borrowing Base Portfolio Value.


 




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(d) The
term “Consolidated Total Real Estate Value” in Section 1.01 of the Credit Agreement is hereby amended as follows (with
the amendments identified in underlined, italicized font):


 


““Consolidated
Total Real Estate Asset Value” means, as of any date of determination, subject to the Consolidated Total Real
Estate Concentration Limits, the aggregate of:


 


(a) for
any Real Estate Asset that was acquired by a Borrower Group Entity less than six (6) calendar months prior to such date, the Net
Purchase Price paid by such Borrower Group Entity to acquire such Real Estate Asset; and


 


(b)  for
any Real Estate Asset that was acquired by a Borrower Group Entity six (6) calendar months or more prior to such date, the quotient
obtained by dividing (i) the Net Operating Income of such Real Estate Asset as of such date by (ii) the Capitalization Rate.”


 


(e) The
following definition of “Consolidated Total Real Estate Concentration Limits” is hereby added to Section 1.01 of the
Credit Agreement:


 


““Consolidated
Total Real Estate Concentration Limits” means each of the following:


 


(i) no
individual Real Estate Asset shall account for more than twenty percent (20%) of Net Operating Income of all Real Estates used
in the calculation of Consolidated Total Real Estate Asset Value;


 


(ii) no
two Real Estate Assets shall, in the aggregate, account for more than thirty percent (30%) of Net Operating Income of all Real
Estate Assets used in the calculation of Consolidated Total Real Estate Asset Value; and


 


(iii) not
more than twenty-five percent (25%) of Net Operating Income of all Real Estate Assets used in the calculation of Consolidated Total
Real Estate Asset Value shall be derived from Real Estate Assets that are not one hundred percent (100%) occupied by a single tenant
pursuant to a Postal Lease.


 


If one or more
of the limits set forth in clauses (i) – (iii) of this definition is not satisfied, then Consolidated Total Real Estate Asset
Value shall be adjusted as necessary to result in satisfaction of the limits set forth in clauses (i) – (iii) of this definition.”


 


(f) The
term “Eligible Property” in Section 1.01 of the Credit Agreement is hereby amended by deleting clause (k) thereof in
its entirety and replacing it with the following:


 


“(k)the
Required Minimum Occupancy Threshold is satisfied at such Real Property.”


 


(g) The
following definition of “Operating Business Lease” is hereby added to Section 1.01 of the Credit Agreement:


 


““Operating
Business Lease” means, with respect to a Real Property, a Lease for the operation of a business on such Real Property
(as opposed to a Lease for the placement of signage or equipment or for other purposes not involving the operation of a business
on such Real Property.”


 




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(h) Clause
(h) of the term “Permitted Disposition” in Section 1.01 of the Credit Agreement is hereby amended as follows (with
the amendments identified in underlined, italicized font):


 


“(h)the
lease, assignment or sublease of any real or personal property (other than, with respect to a Subsidiary Guarantor, the lease,
assignment or sublease of a Borrowing Base Property that is not a Postal Lease does not satisfy the
Required Minimum Occupancy Threshold) that does not materially interfere with the business of the Borrower Group Entities,
taken as a whole, as determined in good faith by the Borrower and Administrative Agent;”


 


(i) Clause
(d) of the term “Permitted Encumbrances” in Section 1.01 of the Credit Agreement is hereby amended as follows (with
the amendments identified in underlined, italicized font):


 


“(d)the
rights of the United States Postal Service under any Postal Lease any tenant under any Lease,
in each case, other than rights or options to purchase, rights of first offer to purchase or rights of first refusal to purchase;”


 


(j) The
term “Qualifying Lease” in Section 1.01 of the Credit Agreement is hereby amended as follows (with the amendments identified
in underlined, italicized font):


 


““Qualifying
Lease” means, as of any date of determination, a Postal Lease that satisfies all of
the following: (a) that is in full force and effect, (b) under which there is no ongoing material tenant or landlord default (including,
but not limited to, any monetary default), which remains uncured for forty-five (45) days (or, if such default is susceptible of
remedy and the parties are proceeding with diligence and in good faith to remedy such failure, then such forty-five (45) day cure
period shall be extended for an additional sixty (60) days), and (c) with respect to which the tenant thereunder is not Insolvent.
For purpose of this definition, a tenant is “Insolvent” if, as of the date of determination with respect
to such tenant, any of the following events or circumstances is continuing: (i) such tenant has made an assignment for the benefit
of creditors; (ii) such tenant has filed a petition in bankruptcy, has been adjudicated insolvent or bankrupt, has petitioned or
applied to any tribunal for any receiver or any trustee of it or any substantial part of its property; (iii) such tenant has commenced
any proceeding relating to it under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law of any
jurisdiction; (iv) such tenant has had commenced against it any proceeding relating to it under any reorganization, arrangement,
readjustment of debt, dissolution or liquidation law of any jurisdiction, and such proceeding has remained undismissed for a period
of ninety (90) days, or such tenant has by any act indicated its acquiescence in any such proceeding or the appointment of any
receiver of or any trustee for it or of any substantial part of its property, or has allowed any such receivership or trusteeship
to continue undischarged for a period of ninety (90) days; or (v) such tenant has taken any action to authorize any of the foregoing.
Notwithstanding the foregoing clauses to the contrary, provided that a Postal Lease is assumed in
any bankruptcy proceeding, the filing of a bankruptcy petition in and of itself shall not cause a Qualifying Lease to no longer
be a Qualifying Lease.”


 




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(k) The
term “Required Minimum Occupancy Threshold” is hereby added to Section 1.01 of the Credit Agreement:


 


““Required
Minimum Occupancy Threshold” means, with respect to a Real Property, (i) such Real Property is 100% occupied by a
single tenant pursuant to an Acceptable Postal Lease, or (ii) (x) at least seventy percent (70%) of the rentable square feet of
such Real Property is occupied by the United States Postal Service pursuant to an Acceptable Postal Lease, with the remaining rentable
square feet of such Real Property occupied pursuant to one or more Operating Business Leases that are Qualifying Leases that are
not scheduled to expire within eighteen (18) months from the date such Real Property would be included as a Borrowing Base Property
hereunder, and (y) at least sixty percent (60%) of the Net Operating Income of such Real Property is derived from an Acceptable
Postal Lease, or (iii) (x) at least fifty-one percent (51%) of the rentable square feet of such Real Property is occupied by the
United States Postal Service pursuant to an Acceptable Postal Lease, with the remaining rentable square feet of such Real Property
occupied pursuant to one or more Operating Business Leases that are Qualifying Leases that are not scheduled to expire within eighteen
(18) months from the date such Real Property would be included as a Borrowing Base Property hereunder and that are with tenants
that have a long-term senior unsecured credit rating of no less than “BBB” by S&P and “Baa2” by Moody’s,
and (y) at least fifty-one percent (51%) of the Net Operating Income of such Real Property is derived from an Acceptable Postal
Lease.”


 


(l) Section
2.05(b)(v) of the Credit Agreement is hereby amended as follows (with the amendments identified in underlined, italicized font):


 


“(v)a copy of each
of the Postal Leases at the Eligible Property representing for
one hundred percent (100%) of the square footage of such Eligible Property and an estoppel from the United States Postal Service
with respect to its Lease at the Eligible Property to the extent requested by Administrative Agent;”


 


(m) Section
2.05(c)(viii) of the Credit Agreement is hereby amended as follows (with the amendments identified in underlined, italicized font):


 


“(viii)the Subsidiary
that will directly own such Approved Eligible Property shall have executed and delivered to the each
tenant under the Postal a Lease with respect to such Approved Eligible Property a Tenant
Direction Notice, and shall have provided the Administrative Agent with a copy of such Tenant Direction Notice;”


 


(n) Clause
(6) of Section 2.05(d) of the Credit Agreement is hereby amended as follows (with the amendments identified in underlined, italicized
font):


 


“(6) ) the Borrower has knowledge
that a Borrowing Base Property has been “dark” (i.e., not being operated by the applicable tenant tenants
one or more of the tenants with Leases for such Borrowing Base Property, whether or not the applicable
tenant tenants such tenants are paying in full the rent and other amounts due under its Postal
Lease their respective Leases for such Borrowing Base Property) for more than six (6) months (other than
as a result of a casualty loss for which the provisions of clause (1) above shall apply)”


 


(o) Clause
(7) of Section 2.05(d) of the Credit Agreement is hereby amended as follows (with the amendments identified in underlined, italicized
font):


 


“(7) any Borrowing Base Property
is no longer 100% occupied by a single tenant pursuant to a Postal Lease that is a
Qualifying Lease satisfies the Required Minimum Occupancy Threshold”


 




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(p) Section
3.05(b) of the Credit Agreement is hereby amended as follows (with the amendments identified in underlined, italicized font):


 


“(b)Rent Roll; Leases.
As of the Effective Date, (i) the rent roll attached hereto as Schedule 3.05(b) (the “Rent Roll”) is
true, complete and correct as of the Effective Date and (ii) the Borrowing Base Properties are not subject to any Leases other
than the Leases described in the Rent Roll.  Each Postal Lease for each Borrowing Base Property
is a Qualifying Lease.  No Person has any possessory interest in, or right to occupy, any Borrowing Base Property except under
the terms of the Postal a Lease.  No Postal Lease
for any Borrowing Base Property, nor the rents payable thereunder, have been assigned or pledged to any Person except to Administrative
Agent.  As of the Effective Date, the Borrower has delivered to Administrative Agent true, correct and complete copies of
all Postal Leases in effect on the Effective Date.”


 


(q) Section
5.05 of the Credit Agreement is hereby amended by deleting the word “Postal” in its entirety in each place where it
appears before the word “Lease”.


 


(r) The
first sentence of Section 5.13(c) is hereby deleted in its entirety and replaced with the following (with the amendments identified
in underlined, italicized font):


 


“Within one hundred eighty
(180) days following the Effective Date (with respect to each initial Borrowing Base Property) and, thereafter, within sixty (60)
days following the addition of a Borrowing Base Property pursuant to Section 2.05, the Borrower shall cause the
each tenant of each Borrowing Base Property to deposit into the Operating Account all rents and other fees payable pursuant
to the applicable Postal its Lease relating to such Borrowing Base Property. “


 


(s) The
third sentence of Section 5.13(c) is hereby amended by deleting the word “Postal” in its entirety where it appears
before the word “Lease”.


 


Section 2.Borrowing
Base Portfolio Value (Warrendale Asset). With respect to the Real Property located at 51 Pennwood Place, Warrendale, PA 15086
(the “Warrendale Asset”), if such Real Property should qualify as a Borrowing Base Property in accordance with
the Credit Agreement (as amended hereby) within six (6) months after such Real Property is acquired by a Borrowing Base Entity,
then, in accordance with clause (c) of the definition of Borrowing Base Portfolio Value, Administrative Agent hereby consents to
use the Net Purchase Price paid by such Borrowing Base Entity to acquire such Borrowing Base Property in determining the value
attributable to such Borrowing Base Property for purposes of calculating the Borrowing Base Portfolio Value during the six (6)
month period after such Borrowing Base Entity acquires such Real Property.


 


Section 3.Amendment
Fee. On or prior to the date hereof, Borrower shall pay to Administrative Agent, for the pro rata account of the Lenders that
consent to this Agreement, a fee (the “Amendment Fee”) in an amount equal to $37,500.00 as consideration for
such Lenders’ consents to this Agreement. The entire amount of the Amendment Fee shall be fully earned on the date hereof.
Once paid, the Amendment Fee shall not be refundable under any circumstances.


 


Section 4.Borrower’s
Representations. Borrower hereby represents and warrants to the Administrative Agent and the Lenders, as follows:


 


(a) each
of the representations and warranties of Borrower contained or incorporated in the Credit Agreement, as amended by this Agreement,
or any of the other Loan Documents to which it is a party, are true and correct in all material respects on and as of the date
hereof (except if any such representation or warranty is expressly stated to have been made as of a specific date, then as of such
specific date);


 




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(b) as
of the date hereof and immediately after giving effect to this Agreement, no Default and no Event of Default has occurred and is
continuing;


 


(c) Borrower
has all necessary limited partnership power and authority to execute, deliver and perform its obligations under this Agreement;
Borrower has been duly authorized by all necessary limited partnership action on its part; and this Agreement has been duly and
validly executed and delivered by Borrower and constitutes Borrower’s legal, valid and binding obligation, enforceable in
accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium
or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of
general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and


 


(d) Borrower’s
execution and delivery of this Agreement (i) does not require any consent or approval of, registration or filing with, or
any other action by, any governmental authority, except for such as have been obtained or made and are in full force and effect,
(ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of Borrower
or any order of any governmental authority and (iii) will not violate or result in a default under any material indenture,
agreement or other material instrument binding upon Borrower or any of its assets.


 


Section 5.Guarantor
Parties’ Representations. Each Guarantor Party hereby represents and warrants to the Administrative Agent and the Lenders,
as follows:


 


(a) each
of the representations and warranties of such Guarantor Party contained or incorporated in the Guaranty or any of the other Loan
Documents to which it is a party, are true and correct in all material respects on and as of the date hereof (except if any such
representation or warranty is expressly stated to have been made as of a specific date, then as of such specific date);


 


(b) as
of the date hereof and immediately after giving effect to this Agreement, such Guarantor Party is in compliance with its obligations
under the Guaranty and each of the other Loan Documents to which it is a party;


 


(c) such
Guarantor Party has all necessary corporate or limited liability company, as applicable, power and authority to execute, deliver
and perform its obligations under this Agreement; such Guarantor Party has been duly authorized by all necessary corporate or limited
liability company, as applicable, action on its part; and this Agreement has been duly and validly executed and delivered by such
Guarantor Party and constitutes such Guarantor Party’s legal, valid and binding obligation, enforceable in accordance with
its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar
laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and


 


(d) such
Guarantor Party’s execution and delivery of this Agreement (i) does not require any consent or approval of, registration
or filing with, or any other action by, any governmental authority, except for such as have been obtained or made and are in full
force and effect, (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents
of such Guarantor Party or any order of any governmental authority and (iii) will not violate or result in a default under
any material indenture, agreement or other material instrument binding upon such Guarantor Party or any of its assets.


 




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Section 6.Ratification.


 


(a) Borrower
hereby (i) reaffirms, ratifies, confirms, and acknowledges its obligations under the Credit Agreement (as amended hereby) and the
other Loan Documents to which it is a party and agrees to continue to be bound thereby and perform thereunder and (ii) agrees and
acknowledges that the Credit Agreement (as amended hereby) and the other Loan Documents and all of Borrower’s obligations
thereunder are and remain in full force and effect and, except as expressly provided herein, have not been affected, modified or
amended.


 


(b) Each
Guarantor Party hereby (i) reaffirms, ratifies, confirms, and acknowledges its obligations under the Guaranty and the other Loan
Documents to which it is a party (after giving effect to this Agreement) and agrees to continue to be bound thereby and perform
thereunder and (ii) agrees and acknowledges that the Guaranty and the other Loan Documents (after giving effect to this Agreement)
and all of its obligations thereunder are and remain in full force and effect and, except as expressly provided herein, have not
been affected, modified or amended.


 


Section 7.Miscellaneous.


 


(a) GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


(b) Amendments,
Etc. The terms of this Agreement may be waived, modified and amended only by an instrument in writing duly executed by the
party hereto against whom enforcement of such waiver, modification or amendment is sought (provided that, subject to the terms
of the Credit Agreement, the Administrative Agent may execute any such waiver, modification or amendment on behalf of the Lenders).
Any such waiver, modification or amendment shall be binding upon Borrower, the Guarantors, the Administrative Agent and the Lenders.


 


(c) Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of Borrower,
the Guarantors, the Administrative Agent and the Lenders.


 


(d) Captions.
The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect
the interpretation of any provision of this Agreement.


 


(e) Counterparts.
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument
and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed counterpart of
this Agreement by facsimile or email transmission shall be effective as manual delivery of an executed counterpart hereof.


 


(f) Severability.
Any provision hereof which is held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction.


 


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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.


 


	 	BORROWER:
	 	 
	 	POSTAL REALTY LP,
	 	a Delaware limited partnership 


 


	 	By:	Postal Realty Trust, Inc.,
	 	 	Its general partner


 


	 	By:	/s/ Jeremy Garber
	 	Name:	Jeremy Garber
	 	Title:	President, Treasurer and Secretary


 


	 	REIT:
	 	 
	 	POSTAL REALTY TRUST INC., a Maryland corporation


 


	 	By:	/s/ Jeremy Garber
	 	 	Name:	Jeremy Garber
	 	 	Title:	President


 


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	 	SUBSIDIARY GUARANTORS:
	 	 
	 	A AND J ASSETS LLC
	 	Alabama Postal Holdings, LLC
	 	ARKANSAS POSTAL HOLDINGS LLC
	 	ASSET 20024, L.L.C.
	 	EASTERN POSTAL REALTY HOLDINGS, LLC
	 	GARY GLEN PARK REALTY, LLC
	 	GEORGIA POSTAL REALTY HOLDINGS LLC
	 	Harbor Station, LLC
	 	HILER BUFFALO LLC
	 	Illinois Postal Holdings, LLC
	 	INDIANA POSTAL REALTY HOLDINGS LLC
	 	Iowa Postal Holdings, LLC
	 	LOUISIANA POSTAL HOLDINGS LLC
	 	Mass Postal Holdings LLC
	 	Michigan Postal Holdings LLC
	 	MIDWESTERN POSTAL REALTY HOLDINGS, LLC
	 	Missouri & Minnesota Postal Holdings, LLC
	 	NEW MEXICO POSTAL REALTY HOLDINGS LLC
	 	Ohio Postal Holdings, LLC
	 	Pennsylvania Postal Holdings, LLC
	 	Postal Holdings LLC
	 	PPP ASSETS, LLC
	 	SOUTH CAROLINA POSTAL HOLDINGS LLC
	 	SOUTHERN POSTAL REALTY HOLDINGS, LLC
	 	Tennessee Postal Holdings, LLC
	 	UNITED POST OFFICE INVESTMENTS, LLC
	 	UPH MERGER SUB LLC
	 	WESTERN POSTAL REALTY HOLDINGS, LLC
	 	Wisconsin Postal Holdings, LLC
	 	Greensboro Postal Realty Holdings LLC


 


	 	By:	/s/ Andrew Spodek
	 	 	Name: Andrew Spodek
	 	 	Title: Chief Executive Officer


 


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	 	ADMINISTRATIVE AGENT:
	 	 
	 	PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION


 


	 	By:	/s/ Samuel A. Bluso
	 	 	Name:	Samuel A. Bluso
	 	 	Title:	Managing Director


 


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