ex10-1.htm


    
      
        
          

        

      

      Exhibit
10.1



      SECOND AMENDMENT
TO

      FIRST AMENDED AND RESTATED
CREDIT AGREEMENT

       

      THIS SECOND AMENDMENT TO FIRST
AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) made as of the
10th day of November, 2008 (the “Effective Date”), by and among AMERICAN CAMPUS COMMUNITIES OPERATING
PARTNERSHIP LP, a Maryland limited partnership (“Borrower”), AMERICAN CAMPUS COMMUNITIES,
INC., a Maryland corporation (“Parent Guarantor”), THE OTHER ENTITIES LISTED ON THE
SIGNATURE PAGES HEREOF AS GUARANTORS (the “Subsidiary Guarantors”; the
Parent Guarantor and the Subsidiary Guarantors are hereinafter referred to
collectively as the “Guarantors”), KEYBANK NATIONAL ASSOCIATION,
a national banking association (“KeyBank”), THE OTHER LENDERS WHICH ARE
SIGNATORIES HERETO (KeyBank and the other lenders which are signatories
hereto, collectively, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION,
a national banking association, as Administrative Agent (the “Administrative
Agent”) for the Lenders.

       

      W
I T N E S S E T H:

       

      WHEREAS, Borrower, Guarantors,
Administrative Agent and the Lenders then parties thereto entered into that
certain First Amended and Restated Credit Agreement dated as of August 17, 2006,
as amended by that certain First Amendment to First Amended and Restated Credit
Agreement dated as of May 16, 2008 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”);
and

       

      WHEREAS, Borrower has further
requested that the Administrative Agent and the Lenders amend the covenant in
Section 5.02(g) of the Credit Agreement to allow the aggregate amount of Cash
dividends or distributions to exceed 100% of Funds From Operations;
and

       

      WHEREAS, the Administrative
Agent and the Lenders have agreed to amend the Credit Agreement subject to the
execution and delivery by Borrower and Guarantors of this
Amendment.

       

      NOW, THEREFORE, for and in
consideration of the sum of TEN and NO/100 DOLLARS ($10.00), and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto do hereby covenant and agree as
follows:

       

      1.       
   Definitions. All the
terms used herein which are not otherwise defined herein shall have the meanings
set forth in the Credit Agreement.

       

      2.
          Modification of the Credit
Agreement. Borrower, the Lenders and Administrative Agent do hereby
modify and amend the Credit Agreement as follows:

       

        (a)    By
deleting subsection (i) of Section 5.02(g) of the Credit Agreement in its
entirety and inserting in lieu thereof the following:  “(i) no Default
or Event of Default shall have occurred and be continuing at the time of
declaration or payment thereof and the aggregate amount of such Cash dividends
or distributions, together with the aggregate amount of Cash dividends or
distributions made during the applicable period pursuant to the immediately
following clause (ii), (A) do not exceed 115% of Funds From Operations for the
current four fiscal quarter periods of Parent Guarantor ending September 30,
2008 and December 31, 2008, (B) do not exceed 110% of Funds From Operations for
the current four fiscal quarter period of Parent Guarantor ending March 31,
2009, (C) do not exceed 100% of Funds from Operations during any other four
consecutive fiscal quarters of the Parent Guarantor thereafter, and (D) do not
exceed 100% of Funds From Operations during any one fiscal quarter for the
fiscal quarters of the Parent Guarantor ending on December 31, 2008 and March
31, 2009,”

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3.         
 References to
Credit Agreement. All references in the Loan Documents to the Credit
Agreement shall be deemed a reference to the Credit Agreement, as modified and
amended herein.

       

      4.         
 Acknowledgment
of Borrower and Guarantors. Borrower and Guarantors hereby acknowledge,
represent and agree that the Loan Documents, as modified and amended herein or
in any other documents delivered in connection herewith, remain in full force
and effect and constitute the valid and legally binding obligation of Borrower
and Guarantors, as applicable, enforceable against Borrower and Guarantors in
accordance with their respective terms, and that the execution and delivery of
this Amendment and any other documents in connection therewith do not
constitute, and shall not be deemed to constitute, a release, waiver or
satisfaction of Borrower’s or Guarantors’ obligations under the Loan
Documents.

       

      5.       
   Representations and
Warranties. Borrower and Guarantors represent and warrant to
Administrative Agent and the Lenders as follows:

       

        (a)           Authorization. The
execution, delivery and performance of this Amendment and the transactions
contemplated hereby (i) are within the authority of Borrower and Guarantors,
(ii) have been duly authorized by all necessary proceedings on the part of the
Borrower and Guarantors, (iii) do not and will not conflict with or result in
any breach or contravention of any provision of law, statute, rule or regulation
to which the Borrower or any of the Guarantors is subject or any judgment,
order, writ, injunction, license or permit applicable to the Borrower or any of
the Guarantors, (iv) do not and will not conflict with or constitute a default
(whether with the passage of time or the giving of notice, or both) under any
provision of the partnership agreement or certificate, certificate of formation,
operating agreement, articles of incorporation or other charter documents or
bylaws of, or any mortgage, indenture, agreement, contract or other instrument
binding upon, the Borrower or any of the Guarantors or any of their respective
properties or to which the Borrower or any of the Guarantors is subject, and
(v) do not and will not result in or require the imposition of any lien or
other encumbrance on any of the properties, assets or rights of the Borrower or
any of the Guarantors, other than the liens and encumbrances created by the Loan
Documents.

       

        (b)           Enforceability. The
execution and delivery of this Amendment are valid and legally binding
obligations of Borrower and Guarantors enforceable in accordance with the
respective terms and provisions hereof, except as enforceability is limited by
bankruptcy, insolvency, reorganization, moratorium or other laws relating to or
affecting generally the enforcement of creditors’ rights and the effect of
general principles of equity.

       

        (c)           Approvals. The
execution, delivery and performance of this Amendment and the transactions
contemplated hereby do not require the approval or consent of any Person or the
authorization, consent, approval of or any license or permit issued by, or any
filing or registration with, or the giving of any notice to, any court,
department, board, commission or other governmental agency or authority other
than those already obtained.

       

        (d)           Reaffirmation.
Borrower and Guarantors reaffirm and restate as of the date hereof each and
every representation and warranty made by the Borrower, the Guarantors and their
respective Subsidiaries in the Loan Documents or otherwise made by or on behalf
of such Persons in connection therewith except for representations or warranties
that expressly relate to an earlier date.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      6.           Modification Fee. The
Borrower shall pay a modification fee (the “Modification Fee”) in the amount of
$10,000.00 on the Effective Date of this Amendment to each Lender that has
approved this Amendment as of the Effective Date hereof by executing the
applicable signature page attached hereto.

       

      7.           No Default. By
execution hereof, the Borrower and Guarantors certify that Borrower and each of
the Guarantors is and will be in compliance with all covenants under the Loan
Documents after the execution and delivery of this Amendment, and that no
Default or Event of Default has occurred and is continuing.

       

      8.           Waiver of Claims.
Borrower and Guarantors acknowledge, represent and agree that none of such
Persons has any defenses, setoffs, claims, counterclaims or causes of action of
any kind or nature whatsoever with respect to the Loan Documents, the
administration or funding of the Loan or with respect to any acts or omissions
of Administrative Agent or any Lender Party, or any past or present officers,
agents or employees of Administrative Agent or any Lender Party, and each of
such Persons does hereby expressly waive, release and relinquish any and all
such defenses, setoffs, claims, counterclaims and causes of action, if
any.

       

      9.           Ratification. Except
as hereinabove set forth, all terms, covenants and provisions of the Credit
Agreement remain unaltered and in full force and effect, and the parties hereto
do hereby expressly ratify and confirm the Loan Documents as modified and
amended herein. Nothing in this Amendment or any other document delivered in
connection herewith shall be deemed or construed to constitute, and there has
not otherwise occurred, a novation, cancellation, satisfaction, release,
extinguishment or substitution of the indebtedness evidenced by the Notes or the
other obligations of Borrower and Guarantors under the Loan
Documents.

       

      10.         Effective Date. This
Amendment shall be deemed effective and in full force and effect as of the
Effective Date upon (a) the execution and delivery of this Amendment by
Borrower, Guarantors, Administrative Agent and the Required Lenders, and (b) the
payment of the Modification Fee to each Lender that has executed this Amendment
as of the Effective Date. The Borrower will pay the reasonable fees and expenses
of Administrative Agent in connection with this Amendment.

       

      11.         Amendment as Loan
Document. This Amendment shall constitute a Loan Document.

       

      12.         Counterparts. This
Amendment may be executed in any number of counterparts which shall together
constitute but one and the same agreement.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      13.         MISCELLANEOUS. THIS
AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES. This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective permitted
successors, successors-in-title and assigns as provided in the Credit
Agreement.

       

      [Remainder
of Page Intentionally Left Blank]

       

      [Signatures
begin on next page.]

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      IN WITNESS WHEREOF, the
parties hereto have hereto set their hands and affixed their seals as of the day
and year first above written.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	 
      	
                                                            BORROWER:

                                                          	 
	 	 	 
	 
      	
                                                            AMERICAN CAMPUS
      COMMUNITIES
OPERATING PARTNERSHIP LP, a
Maryland limited
      partnership

                                                          	 
	 	 	 	 
	 
      	
                                                            By:

                                                          	
                                                            AMERICAN
      CAMPUS COMMUNITIES
HOLDINGS LLC, a Maryland limited
liability
      company, its general partner

                                                          	 
	 	 	 	 	 
	 
      	 
      	
                                                            By:

                                                          	
                                                            AMERICAN
      CAMPUS
COMMUNITIES, INC., a Maryland
corporation, its sole
      member

                                                          	 
	 	 	 	 	 	 
	 
      	 
      	 
      	
                                                            By:

                                                          	 
      	 
	 
      	 
      	 
      	
                                                            Name:

                                                          	 
      	 
	 
      	 
      	 
      	
                                                            Title:

                                                          	 
      	 


                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

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                                                                                                            GUARANTORS:

                                                                                                          	 
	 	 	 
	 
      	
                                                                                                            AMERICAN
      CAMPUS COMMUNITIES, INC.

                                                                                                          	 
	 	 	 	 	 
	 
      	
                                                                                                            By:

                                                                                                          	 
      	 
	 
      	
                                                                                                            Name:

                                                                                                          	 
      	 
	 
      	
                                                                                                            Title:

                                                                                                          	 
      	 
	 	 	 
	 
      	
                                                                                                            AMERICAN
      CAMPUS COMMUNITIES

                                                                                                            HOLDINGS
      LLC

                                                                                                          	 
	 	 	 	 
	 
      	
                                                                                                            By:

                                                                                                          	
                                                                                                            AMERICAN
      CAMPUS COMMUNITIES,

                                                                                                            INC.,
      its sole member

                                                                                                          	 
	 	 	 	 	 
	 
      	 
      	
                                                                                                            By:

                                                                                                          	 
      	 
	 
      	 
      	
                                                                                                            Name:

                                                                                                          	 
      	 
	 
      	 
      	
                                                                                                            Title:

                                                                                                          	 
      	 
	 
      	 
      	 
      	 
      	 
	 
      	
                                                                                                            RAP
      STUDENT HOUSING PROPERTIES LLC

                                                                                                          	 
	 	 	 	 	 
	 
      	
                                                                                                            By:

                                                                                                          	 
      	 
	 
      	
                                                                                                            Name:

                                                                                                          	 
      	 
	 
      	
                                                                                                            Title:

                                                                                                          	 
      	 
	 
      	 
      	 
      	 
      	 
	 
      	
                                                                                                            RSVP–ACT,
      LLC

                                                                                                          	 
	 	 	 	 
	 
      	
                                                                                                            By:

                                                                                                          	
                                                                                                            RAP
      STUDENT HOUSING PROPERTIES

                                                                                                            LLC,
      its sole member

                                                                                                          	 
	 	 	 	 	 
	 
      	 
      	
                                                                                                            By:

                                                                                                          	 
      	 
	 
      	 
      	
                                                                                                            Name:

                                                                                                          	 
      	 
	 
      	 
      	
                                                                                                            Title:

                                                                                                          	 
      	 
	 
      	 
      	 
      	 
      	 
	 
      	
                                                                                                            TITAN
      INVESTMENTS II LLC

                                                                                                          	 
	 	 	 	 	 
	 
      	
                                                                                                            By:

                                                                                                          	 
      	 
	 
      	
                                                                                                            Name:

                                                                                                          	 
      	 
	 
      	
                                                                                                            Title:

                                                                                                          	 
      	 


                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

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                                                                                              AMERICAN
      CAMPUS–TITAN II, LLC

                                                                                            	 
	 
      	 
      	 
      	 	 
	 
      	
                                                                                              By:

                                                                                            	
                                                                                              RSVP–ACT,
      LLC, its managing member

                                                                                            	 
	 
      	 
      	 
      	 
      	 	 
	 
      	 
      	
                                                                                              By:

                                                                                            	
                                                                                              RAP
      STUDENT HOUSING

                                                                                              PROPERTIES
      LLC, its sole member

                                                                                            	 
	 
      	 
      	 
      	 
      	 
      	 	 
	 
      	 
      	 
      	
                                                                                              By:

                                                                                            	 
      	 
	 
      	 
      	 
      	
                                                                                              Name:

                                                                                            	 
      	 
	 
      	 
      	 
      	
                                                                                              Title:

                                                                                            	 
      	 
	 
      	 
      	 
      	 
      	 
      	 	 
	 
      	
                                                                                              ACT–VILLAGE
      AT TEMPLE LLC

                                                                                            	 
	 
      	 
      	 
      	 	 
	 
      	
                                                                                              By:

                                                                                            	
                                                                                              AMERICAN
      CAMPUS–TITAN II, LLC, its
sole member

                                                                                            	 
	 
      	 
      	 
      	 
      	 	 
	 
      	 
      	
                                                                                              By:

                                                                                            	
                                                                                              RSVP–ACT,
      LLC, its managing member

                                                                                            	 
	 
      	 
      	 
      	 
      	 
      	 	 
	 
      	 
      	 
      	
                                                                                              By:

                                                                                            	
                                                                                              RAP
      STUDENT HOUSING
PROPERTIES LLC, its sole
member

                                                                                            	 
	 
      	 
      	 
      	 
      	 
      	 	 
	 
      	 
      	 
      	 
      	
                                                                                              By:

                                                                                            	 	 
	 
      	 
      	 
      	 
      	
                                                                                              Name:

                                                                                            	 	 
	 
      	 
      	 
      	 
      	
                                                                                              Title:

                                                                                            	 	 
	 
      	 
      	 
      	 
      	 
      	 	 
	 
      	
                                                                                              RFG
      CAPITAL GROUP, LLC

                                                                                            	 
	 
      	 
      	 
      	 	 
	 
      	
                                                                                              By:

                                                                                            	
                                                                                              RAP
      STUDENT HOUSING PROPERTIES
LLC, its sole member

                                                                                            	 
	 
      	 
      	 
      	 	 
	 
      	 
      	
                                                                                              By:

                                                                                            	
                                                                                               

                                                                                            	 
	 
      	 
      	
                                                                                              Name:

                                                                                            	
                                                                                               

                                                                                            	 
	 
      	 
      	
                                                                                              Title:

                                                                                            	
                                                                                               

                                                                                            	 


                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

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                                                                                  RFG
      CAPITAL MANAGEMENT PARTNERS,

                                                                                  L.P.

                                                                                	 
	 
      	 
      	 
      	 
	 
      	
                                                                                  By:

                                                                                	
                                                                                  RAP
      STUDENT HOUSING PROPERTIES

                                                                                  LLC,
      its general partner

                                                                                	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	 
      	
                                                                                  By:

                                                                                	 
      	 
	 
      	 
      	
                                                                                  Name:

                                                                                	 
      	 
	 
      	 
      	
                                                                                  Title:

                                                                                	 
      	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	
                                                                                  RFG–CMP
      THE VILLAGE ON UNIVERSITY

                                                                                  LLC

                                                                                	 
	 
      	 
      	 
      	 
      	 
	 
      	
                                                                                  By:

                                                                                	
                                                                                  RFG
      CAPITAL MANAGEMENT

                                                                                  PARTNERS,
      L.P., its sole member

                                                                                	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	 
      	
                                                                                  By:

                                                                                	
                                                                                  RAP
      STUDENT HOUSING

                                                                                  PROPERTIES
      LLC, its general

                                                                                  partner

                                                                                	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	
                                                                                  By:

                                                                                	 
      	 
	 
      	 
      	 
      	
                                                                                  Name:

                                                                                	 
      	 
	 
      	 
      	 
      	
                                                                                  Title:

                                                                                	 
      	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	
                                                                                  SHP–THE
      VILLAGE ON UNIVERSITY LLC

                                                                                	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	
                                                                                  By:

                                                                                	 
      	 
	 
      	
                                                                                  Name:

                                                                                	 
      	 
	 
      	
                                                                                  Title:

                                                                                	 
      	 


                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

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                                                              RFG–CMP
      THE VILLAGE AT SCIENCE

                                                              DRIVE,
      LLC

                                                            	 
	 	 	 	 
	 
      	
                                                              By:

                                                            	
                                                              RFG
      CAPITAL MANAGEMENT
PARTNERS, L.P., its sole member

                                                            	 
	 	 	 	 	 
	 
      	 
      	
                                                              By:

                                                            	
                                                              RAP
      STUDENT HOUSING
PROPERTIES LLC, its general
partner

                                                            	 
	 	 	 	 	 	 
	 
      	 
      	 
      	
                                                              By:

                                                            	 
      	 
	 
      	 
      	 
      	
                                                              Name:

                                                            	 
      	 
	 
      	 
      	 
      	
                                                              Title:

                                                            	 
      	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	
                                                              SHP–THE
      VILLAGE AT SCIENCE DRIVE, LLC

                                                            	 
	 	 	 	 
	 
      	
                                                              By:

                                                            	 
      	 
	 
      	
                                                              Name:

                                                            	 
      	 
	 
      	
                                                              Title:

                                                            	 
      	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	
                                                              RFG–CMP
      ACT LLC

                                                            	 
	 	 	 	 
	 
      	
                                                              By:

                                                            	 
      	 
	 
      	
                                                              Name:

                                                            	 
      	 
	 
      	
                                                              Title:

                                                            	 
      	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	
                                                              SHP–ACT
      LLC

                                                            	 
	 	 	 	 
	 
      	
                                                              By:

                                                            	 
      	 
	 
      	
                                                              Name:

                                                            	 
      	 
	 
      	
                                                              Title:

                                                            	 
      	 


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

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                                                                          AMERICAN
      CAMPUS–TITAN LLC

                                                                        
	 
      	 
      
	 
      	
                                                                          By:

                                                                        	
                                                                          SHP–ACT
      LLC, its managing member

                                                                        
	 
      	 
      	 
      
	 
      	 
      	
                                                                          By:

                                                                        	 
      	 
      
	 
      	 
      	
                                                                          Name:

                                                                        	 
      	 
      
	 
      	 
      	
                                                                          Title:

                                                                        	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                          ACT–VILLAGE
      AT FRESNO STATE, LLC

                                                                        
	 
      	 
      
	 
      	
                                                                          By:

                                                                        	
                                                                          AMERICAN
      CAMPUS–TITAN LLC, its
sole member

                                                                        
	 
      	 
      	 
      
	 
      	 
      	
                                                                          By:

                                                                        	
                                                                          SHP–ACT
      LLC, its managing
member

                                                                        
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                          By:

                                                                        	 
      	 
      
	 
      	 
      	 
      	
                                                                          Name:

                                                                        	 
      	 
      
	 
      	 
      	 
      	
                                                                          Title:

                                                                        	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                          ACC
      OP SWEET HOME LLC

                                                                        
	 
      	 
      
	 
      	
                                                                          By:

                                                                        	 
      	 
      
	 
      	
                                                                          Name:

                                                                        	 
      	 
      
	 
      	
                                                                          Title:

                                                                        	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                          ACC
      OP (VILLAGE AT NEWARK) LLC

                                                                        
	 
      	 
      
	 
      	
                                                                          By:

                                                                        	 
      	 
      
	 
      	
                                                                          Name:

                                                                        	 
      	 
      
	 
      	
                                                                          Title:

                                                                        	 
      	 
      


                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

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                                                                                          LENDERS:

                                                                                        	 
	 
      	 
      	 
      	 
      	 
	 
      	
                                                                                          KEYBANK NATIONAL
      ASSOCIATION,
individually as a Lender and as Administrative
      Agent,
Swing Line Bank and Issuing Bank

                                                                                        	 
	 
      	 
      	 
      	 
      	 
	 
      	
                                                                                          By:

                                                                                        	 
      	 
	 
      	
                                                                                          Name:

                                                                                        	 
      	 
	 
      	
                                                                                          Title:

                                                                                        	 
      	 
	 
      	 
      	 
      	 
      	 
	 
      	
                                                                                          DEUTSCHE
      BANK TRUST COMPANY AMERICAS

                                                                                        	 
	 
      	 
      	 
      	 
      	 
	 
      	
                                                                                          By:

                                                                                        	 
      	 
	 
      	
                                                                                          Name:

                                                                                        	 
      	 
	 
      	
                                                                                          Title:

                                                                                        	 
      	 
	 
      	 
      	 
      	 
      	 
	 
      	
                                                                                          By:

                                                                                        	 
      	 
	 
      	
                                                                                          Name:

                                                                                        	 
      	 
	 
      	
                                                                                          Title:

                                                                                        	 
      	 
	 
      	 
      	 
      	 
      	 
	 
      	
                                                                                          CITICORP
      NORTH AMERICA, INC.

                                                                                        	 
	 
      	 
      	 
	 
      	
                                                                                          By:

                                                                                        	 
      	 
	 
      	
                                                                                          Name:

                                                                                        	 
      	 
	 
      	
                                                                                          Title:

                                                                                        	 
      	 
	 
      	 
      	 
      	 
      	 
	 
      	JPMORGAN
      CHASE BANK, N.A.	 
	 
      	 
      	 
      	 
      	 
	 
      	
                                                                                          By:

                                                                                        	 
      	 
	 
      	
                                                                                          Name:

                                                                                        	 
      	 
	 
      	
                                                                                          Title:

                                                                                        	 
      	 


                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

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                                            PNC
      BANK, NATIONAL ASSOCIATION

                                          	 
	 
      	 
      	 
      	 
      	 
	 
      	
                                            By:

                                          	 
      	 
	 
      	
                                            Name:

                                          	 
      	 
	 
      	
                                            Title:

                                          	 
      	 
	 
      	 
      	 
      	 
      	 
	 
      	
                                            BANK
      OF AMERICA, N.A.

                                          	 
	 
      	
                                            (including
      as successor to LaSalle Bank 
National Association)

                                          	 
	 
      	 
      	 
      	 
      	 
	 
      	
                                            By:

                                          	 
      	 
	 
      	
                                            Name:

                                          	 
      	 
	 
      	
                                            Title:

                                          	 
      	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
 

      
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