**Exhibit 10.2**

 

EXECUTION COPY

 

**SECOND AMENDMENT TO AMENDED AND RESTATEDCREDIT AGREEMENT**

 

This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “***Second******Amendment***”) isentered into effective as of April 26, 2004 (the “***Second******Amendment Effective Date***”), amongENBRIDGE ENERGY PARTNERS, L.P., a Delaware limited partnership, as borrower(the “***Borrower***”),the financial institutions parties to the Credit Agreement hereinafterreferenced (collectively, the “***Existing******Lenders***”), each New Lender (hereinafter defined) andBANK OF AMERICA, N.A., as administrative agent (in such capacity, the “***Administrative Agent***”)and as L/C Issuer (in such capacity, the “***L/C Issuer***”).  As used herein, the term “***New Lender***” means each financial institutionthat is named as a Lender on the signature pages hereto that is not an ExistingLender and the term “***Lenders***”means, collectively, the New Lenders and the Existing Lenders.

 

WHEREAS, the Borrower, the Existing Lenders, the Administrative Agent,and the other agents named therein are parties to that certain Amended andRestated Credit Agreement dated as of January 24, 2003, as amended by thatcertain First Amendment to Amended and Restated Credit Agreement dated as ofJanuary 12, 2004 (as amended, the “***Credit Agreement***”);

 

WHEREAS, theBorrower has requested that the Credit Agreement be further amended andmodified to effect the matters described in Section 2 below.

 

NOW, THEREFORE, for good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged, the parties hereto hereby agree asfollows:

 

SECTION 1.                                Definitions.  Unless otherwise defined in this SecondAmendment, terms used in this Second Amendment which are defined in the CreditAgreement shall have the meanings assigned to such terms in the CreditAgreement.  The interpretive provisionsset forth in Section 1.02 of the Credit Agreement shall apply to thisSecond Amendment.

 

SECTION 2.                                Amendmentsto the Credit Agreement.  Subject tosatisfaction of the conditions precedent set forth in ***Section 3*** of thisSecond Amendment, effective as of the Second Amendment Effective Date, theCredit Agreement is hereby amended as follows:

 

(a)                                  Thedefinition of “Applicable Rate” set forth in Section 1.01 of theCredit Agreement is hereby amended by deleting the chart set forth therein andreplacing it with the following:

 

**ApplicableRate**

 
| **Pricing  Level** |   | **Debt  Ratings  S&P/Moody’s** |   | **Facility  Fee Rate** |   | **Applicable  Rate for  Eurodollar Loans  and Applicable Rate  for Letters of Credit** |   | **Applicable  Rate for  Base Rate  Loans** |   | **Utilization  Fee Rate** |   |
|--------------------|--------|-----------------------------------------|--------|------------------------|--------|----------------------------------------------------------------------------------------|--------|--------------------------------------------|--------|---------------------------|--------|
|               |   |                                    |   |                   |   |                                                                                   |   |                                       |   |                      |   |
| 1                  |   | A/A2 or  higher                         |   | .100                   | %      | .300                                                                                   | %      | -0-                                        |   | .100                      | %      |
| 2                  |   | A-/A3                                   |   | .125                   | %      | .400                                                                                   | %      | -0-                                        |   | .100                      | %      |
| 3                  |   | BBB+/Baa1                               |   | .150                   | %      | .475                                                                                   | %      | -0-                                        |   | .125                      | %      |
| 4                  |   | BBB/Baa2                                |   | .175                   | %      | .575                                                                                   | %      | -0-                                        |   | .125                      | %      |
| 5                  |   | BBB-/Baa3                               |   | .225                   | %      | .900                                                                                   | %      | -0-                                        |   | .125                      | %      |
| 6                  |   | Lower than  BBB-/Baa3 or unrated        |   | .300                   | %      | 1.200                                                                                  | %      | -0-                                        |   | .250                      | %      |

 

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(b)                                 Thedefinition of “Letter of Credit Sublimit” set forth in Section 1.01of the Credit Agreement is hereby amended by replacing the term “$50,000,000”with the term “$100,000,000”.

 

(c)                                  Thedefinition of “Pro Forma EBITDA” set forth in Section 1.01 of theCredit Agreement is hereby amended as follows: in clause (b)(2), the term “5%of Consolidated EBITDA” is replaced with the term “10% of Consolidated EBITDA”.

 

(d)                                 Thedefinition of “Scheduled Maturity Date” as set forth in the definitionof “Maturity Date” set forth in Section 1.01 of the CreditAgreement is hereby amended by replacing the term “April 26, 2006” set forththerein with the term “April 26, 2007”.

 

(e)                                  Section2.10(c) of the Credit Agreement (Other Fees) is hereby amended byadding the following sentence at the end thereof:  “The term ‘Agent/Arranger Fee Letter’ shall include the letteragreement dated April 15, 2004 among the Borrower, the Arranger and the AdministrativeAgent.”

 

(f)                                    Section2.15 of the Credit Agreement (Extension of Maturity Date) is herebyamended by replacing the term “Maturity Date” each time such term is set forththerein with the term “Scheduled Maturity Date”.

 

(g)                                 Section7.13 of the Credit Agreement (Consolidated Leverage Ratio) is herebyamended as follows: clause (b) thereof is amended to read as follows:

 

“(b) Pro Forma EBITDA of no greater than (1) during the period July 1,2003 through March 31, 2004, 4.75 to 1.00, (2) during the period from April 1,2004 to and including September 30, 2005, 5.25 to 1.00, and (3) thereafter,5.00 to 1.00;”

 

(h)                                 (i)The Commitments under the Credit Agreement are hereby increased from$300,000,000 to $600,000,000, (ii) each New Lender is a Lender under theCredit Agreement with all rights, powers, obligations, duties and privilegesattendant thereto, and (iii) each New Lender’s and each Existing Lender’sCommitment is as set forth on ***Schedule 2.01***attached hereto.

 

(i)                                     Schedule2.01 attached to the Credit Agreement (Commitments and Pro Rata Shares)is hereby amended in its entirety to read as set forth on revised ***Schedule 2.01***attachedhereto.

 

SECTION 3.                                Conditionsof Effectiveness.  The amendments tothe Credit Agreement set forth in ***Section 2***of this Second Amendment shall beeffective on the Second Amendment Effective Date, provided that theAdministrative Agent shall have received the following:

 

(a)                                  acounterpart of this Second Amendment executed by each of the parties hereto(which may be by telecopy transmission);

 

(b)                                 suchcertificates of resolutions or other action, incumbency certificates and/orother certificates of a Responsible Officer as the Administrative Agent mayreasonably require to establish the identities of and verify the authority andcapacity of each Responsible Officer thereof authorized to act as a ResponsibleOfficer in connection with this Second Amendment;

 

(c)                                  acertificate from the appropriate governmental authority in the Borrower’s stateof organization evidencing that the Borrower is in good standing, and acertificate of a Responsible Officer certifying that no amendments have beenmade to the Borrower’s Organization Documents since January 24, 2003, orif such amendments have been made, certifying a copy of such amendments;

 

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(d)                                 acertificate of a Responsible Officer certifying that there has been no event orcircumstance since the date of the financial statements dated as ofDecember 31, 2003 delivered pursuant to Section 6.01(a) of theCredit Agreement which has or could reasonably be expected to have a MaterialAdverse Effect;

 

(e)                                  anopinion of counsel to the Borrower with respect to the Credit Agreement asamended, substantially in the form attached as Exhibit E to the CreditAgreement;

 

(f)                                    evidencethat the commitments under the Amended and Restated 364-Day Credit Agreement,dated as of January 24, 2003, by and among the Borrower, the AdministrativeAgent, the Existing Lenders, and the other agents named therein, as amended bythat certain First Amendment to Amended and Restated 364-Day Credit Agreementdated as of January 12, 2004, have been, or concurrently with the SecondAmendment Effective Date are being, terminated, and that the Borrower hasrepaid all amounts owed thereunder upon such termination;

 

(g)                                 allarrangement and upfront fees and expenses of the Arranger required to be paidby the Borrower concurrently with the Second Amendment Effective Date; and

 

(h)                                 suchother assurances, certificates, documents, consents or opinions as theAdministrative Agent, the L/C Issuer, or the Required Lenders reasonably mayrequire and timely request.

 

SECTION 4.                                Notes.As a condition to the initial extension of credit on or after the SecondAmendment Effective Date, the Borrower shall execute, in favor of each Lenderrequesting a Note, a Note in a maximum principal amount equal to such Lender’sCommitment, which Note, to the extent delivered in favor of an Existing Lender,shall be a renewal and replacement of, and shall be given in substitution andexchange for, but not in payment of, those Notes held by such Existing Lenderprior to the date hereof.

 

SECTION 5.                                Acknowledgmentand Ratification.  As a materialinducement to the Administrative Agent and the Lenders to execute and deliverthis Second Amendment, the Borrower agrees and acknowledges that the execution,delivery, and performance of this Second Amendment shall, except as expresslyprovided herein, in no way release, diminish, impair, reduce, or otherwiseaffect the obligations of the Borrower under the Loan Documents, which LoanDocuments shall remain in full force and effect.

 

SECTION 6.                                Borrower’sRepresentations and Warranties*.*  As a material inducement to theAdministrative Agent and the Lenders to execute and deliver this SecondAmendment, the Borrower represents and warrants to the Lenders (with theknowledge and intent that the Lenders are relying upon the same in enteringinto this Second Amendment) that as of the Second Amendment Effective Date andas of the date of its execution of this Second Amendment, that:

 

(a)                                  ThisSecond Amendment, the Credit Agreement as amended hereby, and each other LoanDocument have been duly authorized, executed and delivered by the Borrower andconstitute its legal, valid and binding obligations enforceable against it inaccordance with their respective terms (subject, as to the enforcement ofremedies, to applicable bankruptcy, reorganization, insolvency, moratorium andsimilar laws affecting creditors’ rights generally and to general principles ofequity).

 

(b)                                 Therehas been no event or circumstance since the date of the financial statementsdated as of December 31, 2003 delivered pursuant to Section 6.01(a)of the Credit Agreement which has or could reasonably be expected to have a MaterialAdverse Effect.  The representations andwarranties set forth in Article V of the Credit Agreement are true andcorrect in all material respects on and as of the Second Amendment EffectiveDate, after giving effect to this Second Amendment, as if made on and as

 

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of the Second Amendment Effective Date except to the extent suchrepresentations and warranties relate solely to an earlier date, in which case,they shall be true and correct as of such date.

 

(c)                                  Asof the date hereof, at the time of and after giving effect to this SecondAmendment, no Default or Event of Default has occurred and is continuing.

 

(d)                                 Noapproval, consent, exemption, authorization or other action by, or notice to,or filing with, any Governmental Authority is required to be obtained or madeby the Borrower by any material statutory law or regulation applicable to it asa condition to the execution, delivery or performance by, or enforcementagainst, the Borrower of this Second Amendment.  The execution, delivery and performance by the Borrower of thisSecond Amendment has been duly authorized by all necessary corporate or otherorganizational action, and does not and will not (i) violate the terms of anyof the Borrower’s Organization Documents, (ii) result in any breach of,constitute a default under, or require pursuant to the express provisionsthereof, the creation of any consensual Lien on the properties of the Borrowerunder, any Contractual Obligation to which the Borrower is a party or anyorder, injunction, writ or decree of any Governmental Authority to which theBorrower or its property is subject, or (iii) violate any Law, in each casewith respect to the preceding clauses (i) through (iii), which would reasonablybe expected to have a Material Adverse Effect.

 

SECTION 7.                                AdministrativeAgent, L/C Issuer and Lenders Make No Representations or Warranties. Noneof the Administrative Agent, the L/C Issuer nor any Lender (a) makes anyrepresentation or warranty nor assumes any responsibility with respect to anystatements, warranties, or representations made in or in connection with theLoan Documents or the execution, legality, validity, enforceability,genuineness, sufficiency, or value of the Credit Agreement, the Loan Documents,or any other instrument or document furnished pursuant thereto, or (b) makesany representation or warranty nor assumes any responsibility with respect tothe financial condition of the Borrower or any other Person or the performanceor observance by such Persons of any of their obligations under the LoanDocuments, or any other instrument or document furnished pursuant thereto.

 

SECTION 8.                                NewLenders’ Representations, Warranties, Covenants, and Agreements.  Each New Lender (a) confirms that it hasreceived a copy of the Credit Agreement and such other documents andinformation as it has deemed appropriate to make its own credit analysis anddecision to enter into this Second Amendment and become a Lender party to theCredit Agreement, (b) agrees that it will, independently and without relianceupon the Administrative Agent or any other Lender and based on such documentsand information as it shall deem appropriate at the time, continue to make itsown credit decisions in taking or not taking action under the Loan Documents,(c) appoints or authorizes the Administrative Agent to take such action on itsbehalf and to exercise such powers under the Loan Documents as are delegated bythe terms thereof, together with such powers as are reasonably incidentalthereto, (d) agrees that it will perform in accordance with their terms all ofthe obligations which by the terms of the Loan Documents are required to beperformed by it as a Lender, and (e) specifies as its lending office andaddress for notices the offices set forth on the administrative details formprovided to the Administrative Agent.

 

SECTION 9.                                Costs.  The Borrower agrees to pay, within 30 daysof receipt of a corresponding reasonably-detailed statement of related time,charges and other information, the reasonable Attorney Costs of theAdministrative Agent and all other reasonable costs and expenses of theAdministrative Agent, in connection with the preparation, execution anddelivery of this Second Amendment and any other documents executed by theBorrower in connection herewith.

 

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SECTION 10.                          Effectof Amendment.

 

(a)                                  ThisSecond Amendment (i) except as expressly provided herein, shall not be deemedto be a consent to the modification or waiver of any other term or condition ofthe Credit Agreement or of any of the instruments or agreements referred totherein and (ii) shall not prejudice any right or rights which theAdministrative Agent or the Lenders may now have under or in connection withthe Credit Agreement, as amended by this Second Amendment.  Except as otherwise expressly provided bythis Second Amendment, all of the terms, conditions and provisions of theCredit Agreement shall remain the same. It is declared and agreed by each of the parties hereto that the CreditAgreement, as amended hereby, shall continue in full force and effect, and thatthis Second Amendment and such Credit Agreement shall be read and construed asone instrument.

 

(b)                                 Fromand after the Second Amendment Effective Date, (i) each reference in the CreditAgreement, including the schedules and exhibits thereto and the other documentsdelivered in connection therewith, to the “Credit Agreement,” “this Agreement,”“hereunder,” “hereof,” “herein,” or words of like import, shall mean and be areference to the Credit Agreement as amended hereby, (ii) each reference in theCredit Agreement, including the schedules and exhibits thereto and the otherdocuments delivered in connection therewith, to “$300,000,000” shall be deemedto be and shall be a reference to “$600,000,000” and (iii) each reference inthe Credit Agreement, including the schedules and exhibits thereto and theother documents delivered in connection therewith, to “Lenders” shall includeeach of the New Lenders.

 

SECTION 11.                          ExistingLoans and Letters of Credit.  As ofthe Second Amendment Effective Date, each Existing Lender shall be deemed tohave assigned, without recourse, to the New Lenders such portion of suchExisting Lender’s Loans and L/C Obligations such that the Pro Rata Share ofeach Lender (including each Existing Lender and each New Lender) shall be asset forth on Schedule 2.01 of the Credit Agreement as amendedhereby.  The parties hereto consent toall reallocations and assignments of Commitments and Outstanding Amountseffected pursuant to this Second Amendment, and agree that such reallocationsand assignments shall be deemed effective as if such reallocations andassignments were evidenced by an Assignment and Acceptance in the form attachedas Exhibit D to the Credit Agreement. On the Second Amendment Effective Date, the New Lenders and ExistingLenders shall make full cash settlement with each other either directly orthrough the Administrative Agent, as the Administrative Agent may direct orapprove, with respect to all assignments and reallocations as reflected in thisSection such that after giving effect to such settlement each Lender’s(including each Existing Lender’s and each New Lender’s) Pro Rata Share of theCommitments equals (with customary rounding) its Pro Rata Share as reflected onSchedule 2.01 to the Credit Agreement as amended hereby of (a) theOutstanding Amount of all Loans, and (b) the Outstanding Amount of all L/CObligations.

 

SECTION 12.                          Miscellaneous.  This Second Amendment shall for all purposesbe construed in accordance with and governed by the laws of the State of NewYork and applicable federal law.  Thecaptions in this Second Amendment are for convenience of reference only andshall not define or limit the provisions hereof.  This Second Amendment may be executed in separate counterparts,each of which when so executed and delivered shall be an original, but all ofwhich together shall constitute one instrument.  In proving this Second Amendment, it shall not be necessary toproduce or account for more than one such counterpart.  This Second Amendment, and any documentsrequired or requested to be delivered pursuant to Section 3 hereof, may bedelivered by facsimile transmission of the relevant signature pages hereof andthereof, as applicable.

 

SECTION 13.                          USAPATRIOT Act Notice.  Each Lender andthe Administrative Agent (for itself and not on behalf of any Lender) herebynotifies the Borrower that pursuant to the requirements of the USA Patriot Act(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”),it is required to obtain, verify and record information that identifies theBorrower, which information includes

 

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the name and address of the Borrower and other information that willallow such Lender or the Administrative Agent, as applicable, to identify theBorrower in accordance with the Act.

 

SECTION 14.                          EntireAgreement.  THE CREDIT AGREEMENT (ASAMENDED BY THIS SECOND AMENDMENT) AND THE OTHER LOAN DOCUMENTS REPRESENT THEFINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OFPRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTSBETWEEN THE PARTIES.

 

***[SIGNATURES BEGIN ONNEXT PAGE]***

 

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IN WITNESSWHEREOF, the parties hereto have caused this Second Amendment to be dulyexecuted and delivered by their proper and duly authorized officers as of thedate and year first above written.

 
|   | ENBRIDGE  ENERGY PARTNERS, L.P.,             |
|--------|----------------------------------------------|
|   | a Delaware  limited partnership, as Borrower |
|   |                                         |   |
|   | By:                                          | ENBRIDGE  ENERGY MANAGEMENT, L.L.C., |
|   |                                         | as delegate  of Enbridge Energy Company, Inc., |
|   |                                         | its General  Partner |
|   |                                         |   |
|   |                                         |   |
|   |                                         | By: | /s/ CHRIS  KAITSON |   |
|   |                                         | Name: |   |   |
|   |                                         | Title: | Corporate  Secretary |   |
|   |                                         |   |
|   |                                         |   |
|   |                                         | By: | /s/ MARK  MAKI |   |
|   |                                         | Name: |   |   |
|   |                                         | Title: | VP Finance |   |
|        |                                              |  |  |  |  |  |

 

 

[SIGNATURE PAGE TO SECOND AMENDMENT TOAMENDED AND RESTATED CREDIT AGREEMENT]

 

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|   | BANK OF  AMERICA, N.A., as Administrative Agent     |
|--------|-----------------------------------------------------|
|   |                                                |   |   |
|   |                                                |   |   |
|   | By:                                                 | /s/ KEVIN L.  AHART |   |
|   | Name:                                               |   |   |
|   | Title:                                              | Assistant  Vice President |   |
|   |                                                |   |
|   |                                                |   |
|   | BANK OF  AMERICA, N.A., as a Lender and  L/C Issuer |
|   |                                                |   |   |
|   |                                                |   |   |
|   | By:                                                 | /s/ JEFF  SUSMAN |   |
|   | Name:                                               |   |   |
|   | Title:                                              | Managing  Director |   |
|        |                                                     |  |  |  |  |  |  |  |  |

 

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|   | BANK OF  MONTREAL, as Syndication Agent |
|--------|-----------------------------------------|
|   | and as a  Lender                        |   |
|   |                                    |   |   |
|   |                                    |   |   |
|   | By:                                     | /s/ RANDALL  E. JOHNSON |   |
|   | Name:                                   |   |   |
|   | Title:                                  | Managing  Director |   |

 

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|   | WACHOVIA  BANK, NATIONAL ASSOCIATION                                                       |
|--------|--------------------------------------------------------------------------------------------|
|   | (formerly  known as First Union National Bank), as  Co-Documentation Agent and as a Lender |
|   |                                                                                       |   |   |
|   |                                                                                       |   |   |
|   | By:                                                                                        | ILLEGIBLE |   |
|   | Name:                                                                                      |   |   |
|   | Title:                                                                                     |   |   |

 

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|   | CITIBANK,  N.A., as a Lender |
|--------|------------------------------|
|   |                         |   |   |
|   |                         |   |   |
|   | By:                          | /s/ SELIM  BARKAT |   |
|   | Name:                        |   |   |
|   | Title:                       | VP/CO1 |   |

 

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|   | CIBC INC.,  as a Lender |
|--------|-------------------------|
|   |                    |   |   |
|   |                    |   |   |
|   | By:                     | /s/  GERALDINE KERR |   |
|   | Name:                   |   |   |
|   | Title:                  | Executive  Director |   |

 

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|   | TORONTO  DOMINION (TEXAS), INC., as  Co-Documentation Agent and as a Lender |
|--------|-----------------------------------------------------------------------------|
|   |                                                                        |   |   |
|   |                                                                        |   |   |
|   | By:                                                                         | ILLEGIBLE |   |
|   | Name:                                                                       |   |   |
|   | Title:                                                                      |   |   |

 

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|   | ABN AMRO  BANK N.V., CAYMAN ISLANDS  BRANCH, as a Lender |
|--------|----------------------------------------------------------|
|   |                                                     |   |   |
|   |                                                     |   |   |
|   | By:                                                      | /s/ LAWRENCE  J. MALONEY |   |
|   | Name:                                                    |   |   |
|   | Title:                                                   | Managing  Director |   |
|   |                                                     |
|   |                                                     |
|   | By:                                                      | /s/ DAVID F.  WINGELDER |   |
|   | Name:                                                    |   |   |
|   | Title:                                                   | Senior Vice  President |   |

 

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|   | DEUTSCHE  BANK AG NEW YORK BRANCH, |
|--------|------------------------------------|
|   | as a Lender                        |   |
|   |                               |   |   |
|   |                               |   |   |
|   | By:                                | /s/ JOEL  MAKOWSKY |   |
|   | Name:                              |   |   |
|   | Title:                             | Director |   |
|   |                               |
|   |                               |
|   | By:                                | /s/ OLIVER  RIEDINGER |   |
|   | Name:                              |   |   |
|   | Title:                             | Vice  President |   |

 

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|   | ROYAL BANK  OF CANADA, as a Lender |
|--------|------------------------------------|
|   |                               |   |   |
|   |                               |   |   |
|   | By:                                | /s/ SUZANNE  KAICHER |   |
|   | Name:                              |   |   |
|   | Title:                             | Attorney-in-Fact |   |

 

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|   | SUNTRUST  BANK, as a Lender |
|--------|-----------------------------|
|   |                        |   |   |
|   |                        |   |   |
|   | By:                         | /s/ JOSEPH  M. MCCREERY |   |
|   | Name:                       |   |   |
|   | Title:                      | Vice  President |   |

 

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|   | UBS LOAN  FINANCE LLC, as a Lender |
|--------|------------------------------------|
|   |                               |   |   |
|   |                               |   |   |
|   | By:                                | ILLEGIBLE |   |
|   | Name:                              |   |   |
|   | Title:                             |   |   |
|   |                               |   |   |
|   |                               |   |   |
|   | By:                                | ILLEGIBLE |   |
|   | Name:                              |   |   |
|   | Title:                             |   |   |

 

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***SCHEDULE 2.01***

 

**COMMITMENTSAND PRO RATA SHARES**
| **Lender**                                |   | **Commitment** |        | **Pro Rata  Share** |          |
|-------------------------------------------|--------|----------------|-------------|---------------------|---------------|
| Bank of America, N.A.                     |   | $              | 80,000,000  |                | 13.333333333  | % |
| Bank of Montreal                          |   | $              | 80,000,000  |                | 13.333333333  | % |
| Wachovia Bank, National Association       |   | $              | 80,000,000  |                | 13.333333333  | % |
| Citibank, N.A.                            |   | $              | 60,000,000  |                | 10.000000000  | % |
| CIBC Inc.                                 |   | $              | 50,000,000  |                | 8.333333333   | % |
| Toronto Dominion (Texas), Inc.            |   | $              | 50,000,000  |                | 8.333333333   | % |
| ABN AMRO Bank N.V., Cayman Islands Branch |   | $              | 40,000,000  |                | 6.666666667   | % |
| Deutsche Bank AG New York Branch          |   | $              | 40,000,000  |                | 6.666666667   | % |
| Royal Bank of Canada                      |   | $              | 40,000,000  |                | 6.666666667   | % |
| SunTrust Bank                             |   | $              | 40,000,000  |                | 6.666666667   | % |
| UBS Loan Finance LLC                      |   | $              | 40,000,000  |                | 6.666666667   | % |
| Total                                     |   | $              | 600,000,000 |                | 100.000000000 | % |

 

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