ex10-2.htm


    
      
        

      

    

    Exhibit
10.2

     

    FIRST AMENDMENT
TO

    SENIOR SECURED TERM LOAN
AGREEMENT

     

    THIS FIRST AMENDMENT TO SENIOR
SECURED TERM LOAN 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 Senior Secured Term Loan Agreement dated as of May 23, 2008 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
“Loan Agreement”); and

     

    WHEREAS, Borrower has further
requested that the Administrative Agent and the Lenders amend the covenant in
Section 5.02(g) of the Loan 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 Loan 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 Loan Agreement.

     

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

     

     
(a)          By
deleting subsection (i) of Section 5.02(g) of the Loan 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 Loan
Agreement. All references in the Loan Documents to the Loan Agreement
shall be deemed a reference to the Loan 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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

            
(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.

     

    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 Loan
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) and
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 Loan
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:

                                      	 
      	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      [SIGNATURES
CONTINUED ON NEXT PAGE]

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 
      	
                                                          GUARANTORS:

                                                        	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                          AMERICAN CAMPUS COMMUNITIES,
      INC.,

                                                          a
      Maryland corporation

                                                        
	 
      	 
      	 
      	 
      
	 
      	
                                                          By:

                                                        	 
      	 
      
	 
      	
                                                          Name:

                                                        	 
      	 
      
	 
      	
                                                          Title:

                                                        	 
      	 
      
	 	 	 	 
	 
      	
                                                          ACC (AGGIE STATION) GP
      LLC, a Delaware

                                                          limited
      liability company

                                                        
	 
      	 
      	 
      	 
      
	 
      	
                                                          By:

                                                        	 
      	 
      
	 
      	
                                                          Name:

                                                        	 
      	 
      
	 
      	
                                                          Title:

                                                        	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                          ACC OP (CITYPARC) GP
      LLC, a Delaware

                                                          limited
      liability company

                                                        
	 
      	 
      	 
      	 
      
	 
      	
                                                          By:

                                                        	 
      	 
      
	 
      	
                                                          Name:

                                                        	 
      	 
      
	 
      	
                                                          Title:

                                                        	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                          ACC (OUTPOST SAN ANTONIO) GP
      LLC, a

                                                          Delaware
      limited liability company

                                                        
	 
      	 
      	 
      	 
      
	 
      	
                                                          By:

                                                        	 
      	 
      
	 
      	
                                                          Name:

                                                        	 
      	 
      
	 
      	
                                                          Title:

                                                        	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                          ACC COMMUNITIES, INC., a
      Delaware

                                                          corporation,
      successor-by-merger to GMH

                                                          Communities
      Trust, a Maryland real estate

                                                          investment
      trust

                                                        
	 
      	 
      	 
      	 
      
	 
      	
                                                          By:

                                                        	 
      	 
      
	 
      	
                                                          Name:

                                                        	 
      	 
      
	 
      	
                                                          Title:

                                                        	 
      	 
      


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      [SIGNATURES
CONTINUED ON NEXT PAGE]

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	 
      	 
      	
                                                                GMH COMMUNITIES, GP
      TRUST, a Delaware

                                                                statutory
      trust

                                                              	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	 
      	
                                                                By:

                                                              	 
      	 
	 
      	 
      	
                                                                Name:

                                                              	 
      	 
	 
      	 
      	
                                                                Title:

                                                              	 
      	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	 
      	
                                                                WOODHAVEN
      CIRCLE ASSOCIATES

                                                                INTERMEDIATE II, LLC, a
      Delaware limited

                                                                liability
      company

                                                              	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	 
      	
                                                                By:

                                                              	
                                                                College
      Park Investments, LLC, a Delaware

                                                                limited
      liability company its sole member

                                                              	 
	 
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	
                                                                By:

                                                              	 
      	 
	 
      	 
      	 
      	
                                                                Name:

                                                              	 
      	 
	 
      	 
      	 
      	
                                                                Title:

                                                              	 
      	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	 
      	
                                                                GMH COMMUNITIES, LP, a
      Delaware limited

                                                                partnership

                                                              	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	 
      	
                                                                By:

                                                              	
                                                                GMH
      Communities GP Trust, a Delaware

                                                                statutory
      trust, its general partner

                                                              	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	
                                                                By:

                                                              	 
      	 
	 
      	 
      	 
      	
                                                                Name:

                                                              	 
      	 
	 
      	 
      	 
      	
                                                                Title:

                                                              	 
      	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	 
      	
                                                                COLLEGE PARK INVESTMENTS
      LLC, a

                                                                Delaware
      limited liability company

                                                              	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	 
      	
                                                                By:

                                                              	 
      	 
	 
      	 
      	
                                                                Name:

                                                              	 
      	 
	 
      	 
      	
                                                                Title:

                                                              	 
      	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	 
      	
                                                                RENO ASSOCIATES INTERMEDIATE,
      LLC, a Delaware limited liability company

                                                              	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	 
      	
                                                                By:

                                                              	
                                                                College
      Park Investments LLC, a Delaware limited liability company, its sole
      member

                                                              	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	
                                                                By:

                                                              	 
      	 
	 
      	 
      	 
      	
                                                                Name:

                                                              	 
      	 
	 
      	 
      	 
      	
                                                                Title:

                                                              	 
      	 


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      [SIGNATURES
CONTINUED ON NEXT PAGE]


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 
      	 
      	 
      	 
      	 
      	 
	 
      	
                                                  ACC
      OP-ROYAL TUCSON ENTRADA REAL

                                                  1, LLC, a Delaware
      limited liability company

                                                	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	
                                                  By:

                                                	
                                                  ACC
      OP Royal Tucson Entrada Real 3,

                                                  LLC,
      a Delaware limited liability company,
its
      sole member

                                                	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	
                                                  By:

                                                	
                                                  American
      Campus Communities Operating
Partnership
      LP, a Maryland limited
partnership,
      its sole member

                                                	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	
                                                  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:

                                                	 
      	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	
                                                  ACC
      OP-ROYAL TUCSON ENTRADA REAL
3, LLC, a Delaware
      limited liability company

                                                	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	
                                                  By:

                                                	
                                                  American
      Campus Communities Operating
Partnership LP, a Maryland limited
      partnership, its
sole member

                                                	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	
                                                  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:

                                                	
                                                   

                                                	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    [SIGNATURES
CONTINUED ON NEXT PAGE]

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              	 
      	 
      	 
      	 
      	 
      
	 
      	RAP STUDENT HOUSING PROPERTIES
      LLC, 
a
      Delaware limited liability company
	 
      	 
      	 
      
	 
      	
                                                                                                      By:

                                                                                                    	 	 
      
	 
      	
                                                                                                      Name:

                                                                                                    	 	 
      
	 
      	
                                                                                                      Title:

                                                                                                    	 	 
      
	 
      	 
      	 
      
	 
      	RFG
      CAPITAL MANAGEMENT PARTNERS,
L.P., a Delaware limited
      partnership
	 
      	 
      	 
      
	 
      	
                                                                                                      By:

                                                                                                    	
                                                                                                      RAP
      Student Housing Properties LLC, a

                                                                                                      Delaware
      limited liability company, its

                                                                                                      general
      partner

                                                                                                    
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                                                      By:

                                                                                                    	 	
                                                                                                       

                                                                                                    
	 
      	 
      	
                                                                                                      Name:

                                                                                                    	 	
                                                                                                       

                                                                                                    
	 
      	 
      	
                                                                                                      Title:

                                                                                                    	 	
                                                                                                       

                                                                                                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                      RFG-CMP
      THE VILLAGE AT

                                                                                                      BLACKSBURG, LLC, a
      Delaware limited

                                                                                                      liability
      company

                                                                                                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                      By:

                                                                                                    	
                                                                                                      RFG
      Capital Management Partners, L.P., a

                                                                                                      Delaware
      limited partnership, its sole

                                                                                                      member

                                                                                                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                      By:

                                                                                                    	
                                                                                                      RAP
      Student Housing Properties LLC, a

                                                                                                      Delaware
      limited liability company, its

                                                                                                      general
      partner

                                                                                                    
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	By:	 	
                                                                                                       

                                                                                                    
	 
      	 
      	
                                                                                                      Name:

                                                                                                    	 	
                                                                                                       

                                                                                                    
	 
      	 
      	
                                                                                                      Title:

                                                                                                    	 	
                                                                                                       

                                                                                                    


                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    [SIGNATURES
CONTINUED ON NEXT PAGE]

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 
      	 
      	 
      	 
	 
      	
                                                    LENDERS:

                                                  	 
	 
      	 
      	 
	 
      	
                                                    KEYBANK NATIONAL
      ASSOCIATION,

                                                    individually
      as a Lender and as Administrative Agent,

                                                    Swing
      Line Bank and Issuing Bank

                                                  	 
	 
      	 
      	 
	 
      	
                                                    By:

                                                  	 
      	 
	 
      	
                                                    Name:

                                                  	 
      	 
	 
      	
                                                    Title:

                                                  	 
      	 
	 
      	 
      	 
	 
      	
                                                    BANK
      OF AMERICA, N.A.

                                                  	 
	 
      	 
      	 
	 
      	
                                                    By:

                                                  	 
      	 
	 
      	
                                                    Name:

                                                  	 
      	 
	 
      	
                                                    Title:

                                                  	 
      	 
	 
      	 
      	 
	 
      	
                                                    By:

                                                  	 
      	 
	 
      	
                                                    Name:

                                                  	 
      	 
	 
      	
                                                    Title:

                                                  	 
      	 
	 
      	 
      	 
	 
      	
                                                    MERRILL
      LYNCH BANK USA

                                                  	 
	 
      	 
      	 
	 
      	
                                                    By:

                                                  	 
      	 
	 
      	
                                                    Name:

                                                  	 
      	 
	 
      	
                                                    Title:

                                                  	 
      	 
	 
      	 
      	 
	 
      	
                                                    RBS
      CITIZENS, N.A., D/B/A CHARTER ONE

                                                    BANK

                                                  	 
	 
      	 
      	 
	 
      	
                                                    By:

                                                  	 
      	 
	 
      	
                                                    Name:

                                                  	 
      	 
	 
      	
                                                    Title:

                                                  	 
      	 


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    
      	
            	 
      	 
	 
      	
              AIB
      DEBT MANAGEMENT, LIMITED

               

            	 
	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	
              Name:

            	 
      	 
	 
      	
              Title:

            	 
      	 


    

     

     

    11