Exhibit 10.2


 


WAIVER TO SECOND AMENDED AND

RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT


 


This WAIVER TO SECOND AMENDED AND
RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Waiver Agreement”) is
made as of February 16, 2005 by and among (a) The Mills Limited
Partnership, a Delaware limited partnership (the “Borrower”),
(b) JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank) as
Administrative Agent (in such capacity, the “Administrative
Agent”) for the Lenders (as defined below); and (c) the
Lenders party hereto.


 


WHEREAS, the Borrower, the Lenders and the Administrative
Agent are parties to the Second Amended and Restated Revolving Credit and Term
Loan Agreement dated as of December 17, 2004 (the “Credit
Agreement”), pursuant to which the Lenders have agreed to make
loans and extend credit to the Borrower on the terms and conditions set forth
therein;


 


WHEREAS, the Borrower and The Mills Corporation (“TMC”) have determined
that (i) TMC’s audited financial statements for the fiscal years ended December 31,
2003 and December 31, 2002 and (ii) the unaudited financial
statements for (x) TMC for each of the first three quarters of 2004 and (y) the
Borrower for each of the second and third quarters of 2004 (the financial
statements described in clauses (i) and (ii), collectively, the “Original Financial Statements”)
will need to be restated for the reasons described on Schedule 1
hereto so as to be in conformity with GAAP (the “Restatement Event”);


 


WHEREAS, pursuant to a letter dated February 15, 2005
(the “Request Letter”),
the Borrower has advised the Lenders of the Restatement Event and has requested
certain waivers in connection therewith; and


 


WHEREAS, the Lenders are willing to provide certain waivers
to the Borrower on the terms and conditions set forth herein.


 


NOW, THEREFORE,
in consideration of the foregoing premises, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and fully intending to be legally bound by this Waiver Agreement,
the parties hereto agree as follows:


 


1.                                      Definitions.  Capitalized terms used
herein without definition shall have the meanings assigned to such terms in the
Credit Agreement.


 


2.                                      Waiver.  As of the Effective Date (as defined in Section 6
hereof), pursuant to Section 13.7 of the Credit Agreement and subject to
the limitations contained herein, the undersigned Lenders representing the
Requisite Lenders hereby waive any Event of Default or Potential Event of
Default as a result of the Restatement Event (collectively, the “Relevant Defaults”)
under (a) Section 10.1(c) of the Credit Agreement solely to the
extent such Potential


 





















 


Event
of Default or Event of Default resulted from a false or misleading
representation made or deemed made by the Borrower or TMC pursuant to any Loan
Document with respect to the second sentence of Section 6.1(g), Section 6.1(h),
the last sentence of Section 6.1(i), Section 6.1(n) or Section 6.1(o)
of the Credit Agreement, (b) Section 10.1(b) of the Credit
Agreement solely to the extent such Potential Event of Default or Event of
Default resulted from any non-compliance with the covenants set forth in clause
(a) of Section 8.3 and in the last sentence of Section 8.6 of
the Credit Agreement, (c) Section 10.1(d) of the Credit Agreement
solely to the extent that such Potential Event of Default or Event of Default
resulted from any non-compliance with the covenant set forth in Section 7.1
of the Credit Agreement, (d) Section 10.1(e)(ii) of the Credit
Agreement (so long as
such breach, default or event of default with respect to other Indebtedness (x)
is not a payment default or the result of a default under any financial
covenant under such other Indebtedness or (y) is not declared to be due and
payable (by acceleration or otherwise) or required to be prepaid, redeemed or
otherwise repurchased (other than by a regularly scheduled required prepayment,
non-default mandatory prepayment or a voluntary prepayment made at Borrower’s
option) prior to the stated maturity thereof), and (e) Section 10.1(m)(iii) of
the Credit Agreement; provided that such waiver shall be conditioned on
the following (the “Waiver
Conditions”):  (i) the
representations set forth in the Credit Agreement, as amended by this Waiver
Agreement, are, and shall remain, true and correct in all material respects as
of the date made or deemed made, and (ii) the restatement of the financial
statements for the fiscal year ended December 31, 2003 and each of the
first three fiscal quarters of 2004 contemplated by the Request Letter shall be
completed by April 1, 2005 and such restated financial statements shall
permit compliance with all financial covenants in the Credit Agreement
(including those set forth in Sections 9.10, 9.11 and 9.12).  The foregoing waiver shall automatically and
without further action terminate if any of the Waiver Conditions shall cease to
be satisfied (or in the case of the completion of the restatement of the
financial statements, not be satisfied by April 1, 2005).


 


3.                                      Other
Agreements Relating to Subsequent Loans and Letters of Credit.


 


(a)                                  Notwithstanding anything to the contrary set
forth in Section 5.2 of the Credit Agreement, the parties hereto hereby
agree that, in connection with the making of any Loan or the issuance of any
Letter of Credit under the Credit Agreement prior to the date (the “Restatement Completion Date”) that
is the earlier of (x) April 1, 2005 and (y) the date on which the Borrower
delivers the reports required by Section 7.2(b) of the Credit
Agreement with respect to the Fiscal Year ended on December 31, 2004:


 


(i)                                     the Borrower shall, in lieu of delivering the
compliance certificate required pursuant to Section 5.2(e) of the
Credit Agreement, deliver an Estimated Compliance Certificate (as defined in Section 6
below) dated the date of the applicable Notice of Borrowing (demonstrating
compliance with the requirements of the covenants calculated therein as of September 30,
2004 (but adjusted to show the effect of any material capital transactions
occurring since September 30, 2004 and on or prior to the date of the
applicable Notice of Borrowing)); and


 


2





















 


(ii)                                  the
Borrower may only borrow Loans under the Credit Agreement for the purposes of
(x) funding uses permitted under Section 2.2 of the Credit Agreement in
accordance with the Borrower’s customary practices and (y) the repayment and
termination of the Borrower’s $125 million term loan facility under the Bridge
Loan Agreement, dated as of January 28, 2005, between Royal Bank of Canada
and the Borrower.


 


(b)                                 From and after the date hereof, (i) all
representations and warranties at any time made or deemed made by the Borrower
or TMC pursuant to any Loan Document with respect to the second sentence
of Section 6.1(g), the last sentence of Section 6.1(i), Section 6.1(j),
Section 6.1(n) and Section 6.1(o) of the Credit Agreement shall automatically be deemed qualified by
the Restatement Event without further action on the part of the Borrower, TMC,
the Administrative Agent, or any Lender, (ii) Schedule 6.1-H to the
Credit Agreement shall be amended by deleting such Schedule in its
entirety and substituting in lieu thereof Schedule 2 to this Waiver
Agreement, and (iii) the Restatement Event shall be deemed to not result
in the non-satisfaction of the condition to Loans and Letters of Credit set
forth in Section 5.2(d) of the Credit Agreement.


 


4.                                      Additional
Reporting Obligation With Respect to Restatement Event.  If at any time prior to the Restatement Completion Date, Borrower shall obtain knowledge of any information that is
reasonably likely to materially adversely affect the calculations previously
provided in any Estimated Compliance Certificate, Borrower shall promptly
notify the Administrative Agent thereof.  
Any failure to perform or observe the requirements of this Section 4
shall constitute an Event of Default pursuant to Section 10.1(b) of
the Credit Agreement.


 


5.                                                                                      Provisions Of General
Application.


 


5.1.                            Representations and Warranties. The Borrower hereby represents and warrants as of the date hereof that (a) each
of the representations and warranties of the Borrower contained in the Credit
Agreement (as amended by this Waiver Agreement), the other Loan Documents or in
any document or instrument delivered pursuant to or in connection with the
Credit Agreement or this Waiver Agreement are true as of the date as of which
they were made and are true at and as of the date of this Waiver Agreement
(except to the extent that such representations and warranties expressly speak
as of a different date), (b) except as expressly waived hereunder, no
Event of Default or Potential Event of Default exists on the date hereof, (c) except
as permitted under the Credit Agreement, the organizational documents of each
of the Borrower and the Guarantor attached to the Secretary’s Certificate dated
as of December 17, 2004 remain in full force and effect and, such
organizational documents have not been amended, annulled, rescinded or revoked
since December 17, 2004 and (d) this Waiver Agreement has been duly
authorized, executed and delivered by the Borrower and is in full force and
effect as of the Effective Date, and the agreements and obligations of the
Borrower contained herein constitute the legal, valid and binding obligations
of the Borrower,


 


3





















 


enforceable against it in accordance with their respective terms, except to
the extent that the enforcement thereof or the availability of equitable
remedies may be limited by applicable bankruptcy, reorganization, insolvency,
moratorium, fraudulent transfer, fraudulent conveyance or similar laws now or
hereafter in effect relating to or affecting creditors, rights generally or by
general principles of equity, or by the discretion of any court in awarding
equitable remedies, regardless of whether such enforcement is considered in a
preceding in equity or at law.


 


5.2.                            Limitation; No Other Changes.  The foregoing waivers and modifications are only effective in the specific
instances and for the specific purposes for which each is given and shall not
be effective for any other purposes, and no provision of the Loan Documents is
amended in any way other than as provided herein and no Potential Event of
Default or Event of Default other than the Relevant Defaults is hereby
waived.  Except as otherwise expressly
provided or contemplated by this Waiver Agreement, all of the terms, conditions
and provisions of the Credit Agreement remain unaltered and in full force and
effect.  The making of the modifications
and waivers in this Waiver Agreement does not imply any obligation or agreement
by the Administrative Agent or any Lender to make any other amendment, waiver,
modification or consent as to any matter on any subsequent occasion.


 


5.3.                            Governing Law.  This Waiver Agreement shall be governed by, construed and interpreted in
accordance with, the laws of the State of New York without regard to principles
of conflict of laws (except for Section 5-1401 of the General Obligations
Law of the State of New York).


 


5.4.                            Assignment.  This Waiver Agreement shall be binding upon and inure to the benefit of
each of the parties hereto and their respective permitted successors and
assigns.


 


5.5.                            Counterparts.  This Waiver Agreement may be executed in any number of counterparts, but
all such counterparts shall together constitute but one and the same
agreement.  In making proof of this
Waiver Agreement, it shall not be necessary to produce or account for more than
one counterpart thereof signed by each of the parties hereto.


 


5.6.                            Loan Documents.  This Waiver Agreement shall be deemed to be a
Loan Document under the Credit Agreement.


 


5.7.                            Credit Agreement References.  On and after the effective date of this Waiver Agreement, each reference in
the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of
like import, and each reference to the Credit Agreement by the words “thereunder”,
“thereof” or words of like import in any Loan Document or other document
executed in connection with the Credit Agreement, shall mean and be a reference
to the Credit Agreement, as modified by this Waiver Agreement.


 


4





















 


6.                                      Effectiveness of this Waiver
Agreement.  This Waiver Agreement shall become
effective on the date on which the following conditions precedent are satisfied
(such date being hereinafter referred to as the “Effective Date”):


 


(a)                                  execution and delivery to the Administrative Agent
by the Requisite Lenders, the Borrower, and the Administrative Agent of this
Waiver Agreement;


 


(b)                                 execution and delivery to the Administrative Agent
by the Guarantor of a reaffirmation of guaranty in form and substance
satisfactory to the Administrative Agent; and


 


(c) delivery by the Borrower to the Administrative
Agent of a new Compliance Certificate, dated the date hereof, demonstrating
compliance with the requirements of the covenants calculated therein as of September 30,
2004 (but adjusted to separately show the effect of (A) any material
capital transactions occurring since September 30, 2004 and on or prior to
December 17, 2004 and (B) any material capital transactions occurring
since September 30, 2004 and on or prior to the date hereof), it being
understood that such Compliance Certificate (“Estimated Compliance
Certificate”) shall (i) be based on the Borrower’s good faith estimate
of the impact of the Restatement Event on the Original Financial Statements,
and (ii) with respect to the calculations set forth in such certificate,
certify only that such calculations have been prepared in good faith based upon
assumptions that are believed to be reasonable as of the date of such
certificate.


 


[Remainder of page left blank
intentionally]


 


5





















 


IN WITNESS WHEREOF, the undersigned
have duly executed and delivered this Waiver Agreement as of the date first set
forth above.


 


	
  THE
  BORROWER:

  	
  THE
  MILLS LIMITED PARTNERSHIP, a Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  THE
  MILLS CORPORATION, a Delaware corporation, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ M. SCOTT DECAIN

  	
   

  
	
   

  	
   

  	
  Name:

  	
  M. Scott DeCain

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President,

  Capital Markets

  
						



 


 


Signature Page to Waiver to Second Amended and Restated

Revolving Credit and Term Loan Agreement


 





















 


	
  ADMINISTRATIVE
  AGENT

  	
  JPMORGAN
  CHASE BANK, N.A.

  
	
  AND
  LENDER:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  CHARLES HOAGLAND

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Charles
  Hoagland

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 





















 


	
  CO-SYNDICATION
  AGENT

  	
  BANK
  OF AMERICA, N.A.

  
	
  AND
  LENDER:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  MICHAEL W. EDWARDS

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Michael
  W. Edwards

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 





















 


	
  CO-SYNDICATION
  AGENT

  	
  EUROHYPO
  AG, NEW YORK BRANCH

  
	
  AND
  LENDER:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  BEN J. MARCIANO

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Ben
  J. Marciano

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  JEFF PAGE

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Jeff
  Page

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 





















 


	
  CO-DOCUMENTATION
  AGENT

  	
  KEYBANK,
  NATIONAL ASSOCIATION

  
	
  AND
  LENDER:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  JEFFRY M. MORRISON

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Jeffry
  M. Morrison

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 





















 


	
  CO-DOCUMENTATION
  AGENT

  	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION

  
	
  AND
  LENDER:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  CATHY A. CASEY

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Cathy
  A. Casey

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 





















 


	
  LENDER:

  	
  CITICORP
  NORTH AMERICA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  BLAKE R. GRONICH

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Blake
  R. Gronich

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 





















 


	
  LENDER:

  	
  HYPO
  REAL ESTATE CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  ROY CHIN

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Roy
  Chin

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  WILLIAM J. ROGERS

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  William
  J. Rogers

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
					



 





















 


	
  LENDER:

  	
  MORGAN
  STANLEY BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  TODD VANNUCCI

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Todd
  Vannucci

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Director

  
					



 





















 


	
  LENDER:

  	
  ROYAL
  BANK OF CANADA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ GORDON
  MACARTHUR

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Gordon
  MacArthur

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
					



 





















 


	
  LENDER:

  	
  U.S.
  BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  A. JEFFREY JACOBSON

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  A.
  Jeffrey Jacobson, CFA

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 





















 


	
  LENDER:

  	
  COMMERZBANK
  AG, NEW YORK AND

  GRAND CAYMAN BRANCHES

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  DOUGLAS TRAYNOR

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Douglas
  Traynor

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  CHRISTIAN BERRY

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Christian
  Berry

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 





















 


	
  LENDER:

  	
  ING
  REAL ESTATE FINANCE (USA) LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  DANIEL J. SLIWAK

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Daniel
  J. Sliwak

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 





















 


	
  LENDER:

  	
  MERRILL
  LYNCH CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  JOHN C. ROWLAND

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  John
  C. Rowland

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 





















 


	
  LENDER:

  	
  PB
  CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  MICHAEL E. ASHEROFF

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Michael
  E. Asheroff

  
	
   

  	
   

  	
  Title:

  	
  Associate

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  DARYLE S. AGUAM

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Daryle
  S. Aguam

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  
					



 





















 


	
  LENDER:

  	
  BAYERISCHE
  LANDESBANK,

  NEW YORK BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  GEORGE GNAD

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  George
  Gnad

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  NORMAN MCCLAVE

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Norman
  McClave

  
	
   

  	
   

  	
  Title:

  	
  First
  Vice President

  
					



 





















 


	
  LENDER:

  	
  BRANCH
  BANKING AND TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  RONALD P. GUDBRANDSEN

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Ronald
  P. Gudbrandsen

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 





















 


	
  LENDER:

  	
  CALYON
  NEW YORK BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  DANIEL J. REDDY

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Daniel
  J. Reddy

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  PAUL T. RAGUSIN

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Paul
  T. Ragusin

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 





















 


	
  LENDER:

  	
  LASALLE
  BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  ROBERT E. GOECKEL

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Robert
  E. Goeckel

  
	
   

  	
   

  	
  Title:

  	
  AVP

  
					



 





















 


	
  LENDER:

  	
  MANUFACTURERS
  AND TRADERS

  TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  MATTHEW LIND

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Matthew
  Lind

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 





















 


	
  LENDER:

  	
  EMIGRANT
  SAVINGS BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  JANSEN NOYES

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Jansen
  Noyes

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 





















 


	
  LENDER:

  	
  AIB
  DEBT MANAGEMENT LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  ANTHONY O’REILLY

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Anthony
  O’Reilly

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  Investment Advisor to

  AIB Debt Management, Limited

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  DENISE MAGYER

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Denise
  Magyer

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  Investment Advisor to

  AIB Debt Management, Limited

  
					



 





















 


	
  LENDER:

  	
  PNC
  BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  WILLIAM R. LYNCH, III

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  William
  R. Lynch, III

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 





















 


	
  LENDER:

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  JOSEPH L. CARTER, III

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Joseph
  L. Carter, III

  
	
   

  	
   

  	
  Title:

  	
  SVP

  
					



 





















 


	
  LENDER:

  	
  SOVEREIGN
  BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  KATHERINE FELPEL

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Katherine
  Felpel

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President