Unassociated Document


    Exhibit
10(d)

     

    CONFORMED
COPY

    


    AMENDMENT

     

    This
AMENDMENT, dated as of April 25, 2008 (this “Amendment”),
among AEP Texas Central Company, a Texas corporation (“ATCC”),
AEP Texas North Company, a Texas corporation (“ATNC”),
AMERICAN ELECTRIC POWER COMPANY, INC., a New York corporation (“AEP”),
Appalachian Power Company, a Virginia corporation (“APC”),
Columbus Southern Power Company, an Ohio corporation (“CSPC”),
Indiana Michigan Power Company, an Indiana corporation (“IMPC”),
Kentucky Power Company, a Kentucky corporation (“KPC”),
Ohio Power Company, an Ohio corporation (“OPC”),
Public Service Company of Oklahoma, an Oklahoma corporation (“PSCO”),
and Southwestern Electric Power Company, a Delaware corporation (“SEPC”)
(each a “Borrower”,
and collectively, the “Borrowers”),
the banks, financial institutions and other institutional lenders listed on the
signatures pages hereof, the Swingline Bank (as hereinafter defined), the LC
Issuing Banks (as hereinafter defined) and JPMORGAN CHASE BANK, N.A. (“JPMCB”),
as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders (as defined in the Credit Agreement referred to
below) and the LC Issuing Banks.

     

    PRELIMINARY
STATEMENT:

     

    The
Borrowers, the Administrative Agent, the Swingline Bank, the LC Issuing Banks
and certain financial institutions acting as “Lenders” thereunder have entered
into a Credit Agreement, dated as of April 4, 2008 (the “Credit
Agreement”; capitalized terms used herein, unless otherwise defined
herein, shall have the meanings assigned to them in the Credit Agreement) to
provide to the Borrowers a $650,000,000 three-year revolving credit and letter
of credit facility to be used for working capital and other general corporate
purposes.  The Borrowers have requested that the Letters of Credit be
made available in the form of irrevocable direct pay letters of credit to
support obligations of the Borrowers with respect to certain pollution control
revenue bonds that may be issued from time to time.  In order to
accommodate the Borrowers’ request and to conform certain provisions of the
Credit Agreement to the documents relating to such bonds, the Borrowers, the
Administrative Agent, the LC Issuing Banks and the Required Lenders have agreed
to amend the Credit Agreement on the terms and conditions set forth
herein.

     

    NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, the parties hereto hereby agree as
follows:

     

    SECTION
1. Amendments to
Credit Agreement.  Subject to satisfaction of the conditions
precedent set forth in Section 2 below, the Credit Agreement is hereby amended
as follows:

     

    (a) The
following terms are inserted in Section 1.01 in appropriate alphabetical
order:

     

    ‘“Bond Letter of
Credit” means any Letter of Credit issued to support certain obligations
to pay the principal of, interest on and/or purchase or redemption price of
Bonds.’

     

    ‘“Bonds”
means pollution control revenue bonds (or similar obligations, however
designated) issued pursuant to an Indenture between the Trustee and the Issuer
named therein.’

     

    ‘“Custodian”
means, for any series of Bonds, any Person acting as bailee and agent for the
Administrative Agent (on behalf of the applicable LC Issuing Bank and the
Lenders) under any Pledge Agreement relating to such Bonds.’

     

    ‘“Indenture”
means, for any Series of Bonds, the indenture pursuant to which such Bonds are
issued and any supplement thereto relating to such Bonds.’

     

    ‘“Issuer”
means, for any series of Bonds, the issuer of such Bonds under the applicable
Indenture.’

     

    ‘“Issuer
Agreement”  means, for any series of Bonds, the agreement
between the applicable Issuer and the applicable Borrower pursuant to which (i)
the proceeds of such Bonds are loaned by such Issuer to the applicable Borrower,
together with any promissory note or other instrument evidencing the
Indebtedness of such Borrower under such agreement, or (ii) such Borrower agrees
to pay the purchase price of, or rent with respect to, the facilities financed
or refinanced with the proceeds of such Bonds.’

     

    ‘“Official
Statement” means, for any series of Bonds, the official statement,
reoffering circular or similar disclosure document (however designated) relating
to such Bonds and the applicable LC Issuing Bank, as amended and supplemented
from time to time, and all documents incorporated therein (or in any such
supplement or amendment) by reference.’

     

    ‘“Pledge
Agreement” means, for any series of Bonds, the pledge agreement or
custodian agreement (or similar agreement, however designated), among the
Administrative Agent, the applicable Borrower and the applicable Custodian with
respect to such Bonds, setting forth certain terms relating to the pledge and/or
ownership of any such Bonds pending the remarketing thereof pursuant to the
applicable Remarketing Agreement.’

     

    ‘“Related
Documents” means, for any series of Bonds, such Bonds and the Indenture,
the Issuer Agreement, any Remarketing Agreement and any Pledge Agreement
relating to such Bonds.’

     

    ‘“Remarketing
Agent” means, for any series of Bonds, any Person acting in the capacity
of remarketing agent for such Bonds pursuant to a Remarketing Agreement relating
to such Bonds.’

     

    ‘“Remarketing
Agreement” means, for any series of Bonds, any agreement or other
arrangement pursuant to which the applicable Remarketing Agent has agreed to act
in such capacity with respect to such Bonds tendered for purchase pursuant to
the applicable Indenture.’

     

    ‘“Trustee”
means, for any series of Bonds, the Person acting in the capacity of trustee for
the holders of such Bonds under the Indenture pursuant to which such Bonds were
issued.’.

     

    (b) The following sentence is inserted at
the end of Section 2.04(a):

     

    “Without
limiting the foregoing, any LC Issuing Bank that issues a Bond Letter of Credit
agrees that all Bonds pledged to such LC Issuing Bank pursuant to any applicable
Pledge Agreement or otherwise registered in the name of such LC Issuing Bank
pursuant to the other Related Document will be held for the benefit of such LC
Issuing Bank and the Lenders and to apply and/or remit all proceeds from the
sale or remarketing of such Bonds in accordance with Section
2.15(f).”

    


    (c) The following new subsection (f) is
inserted at the end of Section 2.15:

     

    “(f)           Notwithstanding
anything to the contrary set forth in subsection (a) above or Section 2.04(d),
each Borrower may pay, or cause to be paid pursuant to the applicable Related
Documents, reimbursement obligations with respect to any drawing under a Bond
Letter of Credit issued for the account of such Borrower directly to the LC
Issuing Bank with respect to such Bond Letter of Credit.  Upon receipt
of any such payment, such LC Issuing Bank will promptly (i) (A) apply such
payment to that portion of such reimbursement obligations participations in
which have not been purchased by the Lenders under Section 2.04(e)) and (B)
remit the balance of such payment to the Administrative Agent for further
payment to the Lenders that have purchased participations in such reimbursement
obligations pursuant to Section 2.04(e), or (ii) if such reimbursement
obligations have been financed with Borrowings, remit such payment to the
Administrative Agent, which will apply such payment to the prepayment of
Borrowings in a principal amount equal to the principal amount of such
reimbursement obligations so financed.  The Administrative Agent shall
select the Borrowings to be prepaid pursuant to clause (ii) above in a manner
that will mitigate, to the extent practical, the applicable Borrower’s
obligations under Section 8.04(c) with respect to such prepayment.”

    


    (d) The
following new Section 3.04 is inserted after Section 3.03:

     

    “SECTION 3.04.
Conditions Precedent to Issuance of Each Bond Letter of
Credit.

     

    The
obligation of each LC Issuing Bank to issue any Bond Letter of Credit in
connection with any series of Bonds shall be subject to the satisfaction of the
conditions precedent set forth in Sections 3.01, 3.02 and (if applicable) 3.03
and the further conditions precedent that:

     

    (a)           On
or prior to the date of such issuance, the Administrative Agent shall have
received the following, in form and substance reasonably satisfactory to the
Administrative Agent and the applicable LC Issuing Bank and in sufficient copies
for each Lender:

     

    (i)           Counterparts
of any Pledge Agreement relating to such Bonds, duly executed by the applicable
Borrower, the Administrative Agent and the applicable Custodian.

     

    (ii)           Certified
copies of the applicable Related Documents (which, in the case of the applicable
Bonds, may be a specimen of such Bonds).

     

    (iii)           Certified
copies of the resolutions of the board of directors of the applicable Borrower
approving the Related Documents to which such Borrower is a party in connection
with such Bond Letter of Credit, and of all documents evidencing other necessary
corporate action and Governmental Approvals, if any, with respect to such
Related Documents.

     

    (iv)           A
certificate of the Secretary or Assistant Secretary of the applicable Borrower
certifying the names and true signatures of such Borrower authorized to sign the
Related Documents to which such Borrower is a party in connection with such Bond
Letter of Credit and the other documents to be delivered by such Borrower
hereunder in connection with the issuance of such Bond Letter of
Credit.

     

    (v)           A
copy of the Official Statement relating to the Bonds to be supported by such
Bond Letter of Credit.

     

    (vi)           A
certificate of an authorized officer of the applicable Custodian certifying the
names, true signatures and incumbency of the officers of such Custodian
authorized to sign the applicable Pledge Agreement.

     

    (vii)           A
certificate of an authorized officer of the applicable Trustee certifying the
names, true signatures and incumbency of the officers of such Trustee authorized
to make drawings under such Bond Letter of Credit.

     

    (viii)                      Favorable
opinions of counsel to the applicable Borrower and the applicable Issuer, in
each case, with respect to the Related Documents to which each such Person is a
party and such other matters as the Administrative Agent and the applicable LC
Issuing Bank may reasonably request.

     

    (ix)           A
reliance letter from bond counsel relating to the Bonds to be supported by such
Bond Letter of Credit permitting the Lenders to rely on the approving opinion of
bond counsel with respect to such Bonds.

     

    (x)           The
Administrative Agent and the applicable LC Issuing Bank shall have received such
other documents, certificates, opinions approvals and filings with respect to
the applicable Related Documents as the Administrative Agent or such LC Issuing
Bank may reasonably request.

     

    (b)           On
the date of such issuance, the following statements shall be true and correct,
and the Administrative Agent shall have received on or before such date for the
account of the applicable LC Issuing Bank and each Lender a certificate signed
by a duly authorized officer of the applicable Borrower, dated such date,
stating that the following representations and warranties are true and correct
in all material respects on and as of such date, as though made on and as of
such date:

     

    (i)           The
execution, delivery and performance by such Borrower of each Related Document to
which such Borrower is a party in connection with such Bond Letter of Credit,
and the consummation of the transactions contemplated thereby, are within such
Borrower’s corporate powers, have been duly authorized by all necessary action,
and do not contravene (i) such Borrower’s certificate of incorporation or
by-laws, (ii) law binding or affecting such Borrower or (iii) any
contractual restriction binding on or affecting such Borrower or any of its
properties.

     

    (ii)           Each
Related Document to which such Borrower is a party in connection with such Bond
Letter of Credit has been duly executed and delivered by such Borrower, and each
such Related Document is the legal, valid and binding obligation of such
Borrower enforceable against such Borrower in accordance with its terms, except
as the enforceability thereof may be limited by bankruptcy, insolvency,
fraudulent conveyance or other similar laws affecting the enforcement of
creditors’ rights in general, and except as the availability of the remedy of
specific performance is subject to general principles of equity (regardless of
whether such remedy is sought in a proceeding in equity or at law) and subject
to requirements of reasonableness, good faith and fair
dealing.  

     

    (iii)           No
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or any other third party is
required for the due execution, delivery and performance by such Borrower of any
Related Document to which such Borrower is a party in connection with such Bond
Letter of Credit, except for such Governmental Approvals that will have been
obtained and will be in full force and effect on or prior to the date of
execution and delivery of such Related Documents.

     

    (iv)           The
representations and warranties of such Borrower in the Related Documents to
which such Borrower is a party in connection with such Bond Letter of Credit are
true and correct in all material respects.”.

     

    (e) The
following new subsection (j) is inserted after Section 5.01(i):

     

    “(j)           Control of
Purchased Bonds.  So long as any Bond Letter of Credit issued
for the account of such Borrower shall remain outstanding, cause each Bond
purchased with the proceeds of such Bond Letter of Credit to be subject to the
Lien of an applicable Pledge Agreement or otherwise registered in the name of
the applicable LC Issuing Bank, the Administrative Agent or any nominee of such
LC Issuing Bank or of the Administrative Agent pending the remarketing of such
Bonds pursuant to the applicable Remarketing Agreement and the other applicable
Related Documents.”

    


    (f) The
following new subsections (h) through (k) are inserted after Section
5.02(g):

     

    “(h)           Optional
Redemption of Bonds.  So long as any Bond Letter of Credit
issued for the account of such Borrower shall remain outstanding, cause or
permit delivery of a notice of an optional redemption or purchase of the
applicable Bonds or of a change in the interest modes (other than to or from a
mode in which interest is payable at a rate determined daily or weekly) on such
Bonds resulting in a mandatory redemption or purchase of such Bonds under the
applicable Indenture, unless (i) the Borrower has deposited with the
Administrative Agent, the LC Issuing Bank or the applicable Trustee an amount
equal to the principal of, premium, if any, and interest on such Bonds on the
date of such redemption or purchase, or (ii) any notice of such redemption or
purchase or change in the applicable interest mode is conditional upon receipt
by the applicable Trustee or paying agent on or prior to the date fixed for the
applicable redemption or purchase of funds (other than funds drawn under such
Bond Letter of Credit) sufficient to pay the principal of, premium, if any, and
interest on such Bonds on the date of such redemption or purchase.

     

    (i)           Amendments to
Indenture.  So long as any Bond Letter of Credit issued for the
account of such Borrower shall remain outstanding, amend, modify, terminate or
grant, or permit the amendment, modification, termination or grant of, any
waiver under (or consent to, or permit or suffer to occur any action or omission
which results in, or is equivalent to, an amendment, modification, or grant of a
waiver under) any provision of the applicable Indenture that would (i) directly
affect the rights or obligations of the applicable LC Issuing Bank under the
applicable Related Documents without the prior written consent of such LC
Issuing Bank or (ii) have an adverse effect on the rights or obligations of the
Lenders hereunder without the prior written consent of the Required
Lenders.

     

    (j)           Official
Statement.  So long as any Bond Letter of Credit issued for the
account of such Borrower shall remain outstanding, refer to the applicable LC
Issuing Bank in the Official Statement with respect to the applicable Bonds or
make any changes in reference to such LC Issuing Bank in any revision, amendment
or supplement without the prior consent of such LC Issuing Bank, or revise,
amend or supplement such Official Statement without providing a copy of such
revision, amendment or supplement, as the case may be, to such LC Issuing
Bank.  

     

    (k)           Use of Proceeds
of Bond Letter of Credit.  So long as any Bond Letter of Credit
issued for the account of such Borrower shall remain outstanding, permit any
proceeds of such Bond Letter of Credit to be used for any purpose other than the
payment of the principal of, interest on, redemption price of and purchase price
of the applicable Bonds.”.

     

    (g) Clause (i) of Section 6.01(c) is
amended and restated in its entirety to read as follows:

     

    “(i) Such Borrower shall fail to
perform or observe any term, covenant or agreement contained in Section 5.01(a),
5.01(i)(iii), 5.01(j) or 5.02 (other than 5.02(f)), or”.

    


    (h) The word
“or” is inserted at the end of Section 6.01(h), and the following new
subsections (i) and (j) are inserted following Section 6.01(h):

     

    “(i)           Any
representation or warranty made by such Borrower herein or by such Borrower (or
any of its officers) in connection with this Agreement or any such Related
Document shall prove to have been incorrect in any material respect when made;
or

     

    (j)           An
“Event of Default” under and as defined in any Indenture executed and delivered
in connection with any Bond Letter of Credit issued for the account of such
Borrower shall have occurred and be continuing;”.

     

    (i) The last
paragraph of Section 6.01 is amended and restated in its entirety to read as
follows:

     

    “then,
and in any such event, the Administrative Agent (i) shall at the request, or may
with the consent, of the Required Lenders, by notice to such Borrower, declare
the obligation of each Lender to make Extensions of Credit to such Borrower to
be terminated, whereupon the same shall forthwith terminate; (ii) shall at the
request, or may with the consent, of the Required Lenders, by notice to such
Borrower, declare the outstanding Borrowings of such Borrower, all interest
thereon and all other amounts payable under this Agreement by such Borrower to
be forthwith due and payable, whereupon the outstanding Borrowings of such
Borrower, all such interest and all such amounts shall become and be forthwith
due and payable by such Borrower, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by such
Borrower; provided, however, that in the event of an actual or deemed entry of
an order for relief with respect to any Borrower under the Federal Bankruptcy
Code, (A) the obligation of each Lender to make Extensions of Credit to such
Borrower shall automatically be terminated and (B) the outstanding Borrowings to
such Borrower, all such interest and all such amounts shall automatically become
and be due and payable, without presentment, demand, protest or any notice of
any kind, all of which are hereby expressly waived by such Borrower; (iii) shall
at the request, or may with the consent, of the Required Lenders by notice to
the such Borrower, give notice of the occurrence of an Event of Default to the
Trustee for each series of Bonds supported by a Bond Letter of Credit issued for
the account of such Borrower and instruct such Trustee either to accelerate such
Bonds, thereby causing such Bond Letter of Credit to expire thereafter, per the
terms of such Bond Letter of Credit, or to effect a mandatory tender of such
Bonds; or (iv) pursue any rights and remedies on behalf of the Lenders and the
applicable LC Issuing Bank that the Administrative Agent may have under the
Related Documents executed and delivered in connection with any Bond Letter of
Credit issued for the account of such Borrower.”.

     

    (j) Each
reference in Sections 7.01 through 7.03 and 7.05 to “this Agreement”, “hereof”
and words of like import referring to the Credit Agreement shall be and include
a reference to “the Related Documents”.

     

    (k) Clause
(i) of Section 8.01 is amended and restated in its entirety to read as
follows:

     

    “(i)
amend Section 3.01, 3.02, 3.03 or 3.04 or waive any of the conditions specified
therein,”.

     

    SECTION
2. Conditions
Precedent.  Section 1 of this Amendment shall not become
effective until the date (the “Effective
Date”) on which the following conditions have been
satisfied:

     

    (a) The
Administrative Agent shall have received counterparts of this Amendment, duly
executed by each Borrower, each LC Issuing Bank and the Required
Lenders.

     

    (b) the
Administrative Agent shall have received on or before the Effective Date the
following, each dated such day, in form and substance reasonably satisfactory to
the Administrative Agent in sufficient copies for each Lender:

     

    (i) Certified
copies of the resolutions of the board of directors of each Borrower authorizing
this Amendment, and of all documents evidencing other necessary corporate action
and Governmental Approvals, if any, with respect to this Amendment.

     

    (ii) A
certificate of the Secretary or Assistant Secretary of each Borrower certifying
the names and true signatures of the officers of such Borrower authorized to
sign this Amendment, and the other documents to be delivered by such Borrower
hereunder.

     

    (iii) A
favorable opinion of counsel for the Borrowers (which may be an attorney of
American Electric Power Service Corporation), substantially in the form of
Exhibit A hereto and as to such other matters as any Lender through the
Administrative Agent may reasonably request.

     

    (c) On such
date, the following statements shall be true and the Administrative Agent shall
have received for the account of each Lender a certificate signed by a duly
authorized officer of each Borrower, dated such date, stating that:

     

    (i) The
representations and warranties of all Borrowers contained in Section 3 hereof
are true and correct in all material respects on and as of such date, as though
made on and as of such date.

     

    (ii) No Event
of Default has occurred and is continuing or would result from the execution and
delivery by each Borrower of this Amendment.

     

    SECTION
3. Representations
and Warranties.  Each Borrower hereby represents and warrants
that the representations and warranties made by it in Sections 4.01(a) through
(d) (with each reference therein to “this Agreement”, “hereunder” and words of
like import referring to the Credit Agreement being deemed to be a reference to
this Amendment and the Credit Agreement, as amended hereby) are true and connect
on and as of the date hereof as though made on and as of such date.

     

    SECTION
4.  Effect on
the Credit Agreement.  The execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of any LC Issuing Bank, any Lender or the Administrative Agent
under the Credit Agreement, nor constitute a waiver of any provision of any of
the Credit Agreement.  Except as expressly amended above, the Credit
Agreement is and shall continue to be in full force and effect and is hereby in
all respects ratified and confirmed.  This Amendment shall be binding
on the parties hereto and their respective successors and permitted assigns
under the Credit Agreement, as amended hereby.

     

    SECTION
5. Costs, Expenses
and Taxes.  AEP agrees to pay promptly upon demand all
reasonable out-of-pocket costs and expenses of the Administrative Agent in
connection with the preparation, execution, delivery, administration,
modification and amendment of this Amendment and the other documents to be
delivered hereunder, including, without limitation, the reasonable fees and
expenses of counsel for the Administrative Agent with respect thereto and with
respect to advising the Administrative Agent as to its rights and
responsibilities under this Amendment.  AEP further agrees to pay
promptly upon demand all costs and expenses of the Administrative Agent and the
Lenders, if any (including, without limitation, counsel fees and expenses), in
connection with the enforcement (whether through negotiations, legal proceedings
or otherwise) of this Amendment and the other documents to be delivered
hereunder, including, without limitation, reasonable fees and expenses of
counsel for the Administrative Agent and the Lenders in connection with the
enforcement of rights under this Section 5.

     

    SECTION
6. Counterparts.  This
Amendment may be executed in any number of counterparts and by any combination
of the parties hereto in separate counterparts, each of which counterparts shall
constitute an original, and all of which taken together shall constitute one and
the same instrument.

     

    SECTION
7. Governing
Law.  This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.

     

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

    


    AEP TEXAS
CENTRAL COMPANY

    AEP TEXAS
NORTH COMPANY

    AMERICAN
ELECTRIC POWER COMPANY, INC.

    APPALACHIAN
POWER COMPANY

    COLUMBUS
SOUTHERN POWER COMPANY

    INDIANA
MICHIGAN POWER COMPANY

    KENTUCKY
POWER COMPANY

    OHIO
POWER COMPANY

    PUBLIC
SERVICE COMPANY OF OKLAHOMA

    SOUTHWESTERN
ELECTRIC POWER

           COMPANY

    


    


    By 
 /s/  Renee
V.
Hawkins                
                                                                           


    Name:  Renee
V. Hawkins

    Title:    Assistant
Treasurer

    


    


    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

    BARCLAYS
BANK PLC

    


    


    By  /s/  Gary B.
Wenslow              
                                                                    

     
Name:  Gary B. Wenslow

     
Title:    Associate Director

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Name of
Lender:  BNP PARIBAS

    


    


    By  /s/  Denis
O’Meara                    
                                                                    


     
Name:  Denis O’Meara

     
Title:    Managing Director

    


    


    By  /s/  Ravina
Advani                     
                                                                    

     
Name:  Ravina Advani

     
Title:    Vice President

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              Name
      of Lender:  CALYON NEW YORK
BRANCH

            


    

    


    


    
      	
               

            	
              By
       /s/  Darrell
      Stanley               
      

            


    

    
      	
               
      

            	
              Name:  Darrell
      Stanley

            


    

    
      	
               
      

            	
              Title:    Managing
      Director

            


    

    


    


    
      	
               

            	
              By
       /s/  Sharada
      Manne             
       

            


    

    
      	
               
      

            	
              Name:  Sharada
      Manne

            


    

    
      	
               
      

            	
              Title:    Director

            


    

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
               
      

            	
              Name
      of Lender:  CITIBANK,
N.A.

            


    

    


    


    
      	
               
      

            	
               

            	
              By  /s/  Todd
      Davis                    
      

            


    

    
      	
               
      

            	
              Name:  Todd
      Davis

            


    

    
      	
               
      

            	
              Title:    Vice
      President

            


    

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
               
      

            	
              CREDIT
      SUISSE, CAYMAN ISLANDS BRANCH

            


    

    


    


    
      	
               

            	
              By
       /s/  Brian
      Caldwell                  
      

            


    

    
      	
               
      

            	
               Name:  Brian
      Caldwell

            


    

    
      	
               
      

            	
               Title:    Director

            


    

    


    


    
      	
               
      

            	
               

            	
              By
       /s/  Nupur
      Kumar                  
      

            


    

    
      	
               
      

            	
              Name:  Nupur
      Kumar

            


    

    
      	
               
      

            	
              Title:    Associate

            


    

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
                                        Name of
      Lender:  JPMORGAN CHASE BANK, N.A.

               

                                         By  /s/  Michael J.
      DeForge                 
      

                                          
      Name:  Michael J. DeForge

                                            Title:    Executive
      Director

            


    

    


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              Name
      of Lender:  Key Bank National
  Association

            


    

    


    


    
      	
               

            	
              By
       /s/  Sherrie
      I.
      Manson                    

            


    

    
      	
               
      

            	
              Name:  Sherrie
      I. Manson

            


    

    
      	
               
      

            	
              Title:    Senior
      Vice President

            


    

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
               
      

            	
              Name
      of Lender:  LEHMAN BROTHERS BANK,
FSB

            


    

    


    


    
      	
               

            	
              By  /s/  Janice
      M.
      Shugan                    
      

            


    

    
      	
               
      

            	
              Name:  Janice
      M. Shugan

            


    

    
      	
               
      

            	
              Title:    Authorized
      Signatory

            


    

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
               
      

            	
              Name
      of Lender:  MERRILL LYNCH BANK
USA

            


    

    


    


    
      	
               
      

            	
               

            	
              By
       /s/  Louis
      Alder                             
      

            


    

    
      	
               
      

            	
              Name:  Louis
      Alder

            


    

    
      	
               
      

            	
              Title:    First
      Vice President

            


    

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
               
      

            	
              SUNTRUST
      BANK

            


    

    


    


    
      	
               
      

            	
               

            	
              By  /s/  Yann
      Pirio                        
       

            


    

    
      	
               
      

            	
               Name:  Yann
      Pirio

            


    

    
      	
               
      

            	
               Title:     Director

            


    

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Name of
Lender:

    
      	
               
      

            	
              THE
      BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK
  BRANCH

            


    

    


    


    
      	
               

            	
              By
       /s/  Chi-Cheng
      Chen                        
      

            


    

    
      	
               
      

            	
              Name:  Chi-Cheng
      Chen

            


    

    Title:    Authorized
Signatory

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              THE
      NORTHERN TRUST COMPANY

            


    

    


    


    
      	
               

            	
              By  /s/  Jeffrey
      P.
      Sullivan                       
      

            


    

    
      	
               
      

            	
              Name:  Jeffrey
      P. Sullivan

            


    

    
      	
               
      

            	
              Title:    Vice
      President

            


    

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
                                          THE
      ROYAL BANK OF SCOTLAND PLC

               

               

                                          By  /s/  Emily
      Freedman                        
                                                                                 

                                          Name:  Emily
      Freedman

                                          Title:    Vice
      President

            


    

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
                                          UBS
      LOAN FINANCE LLC

               

               

                                          By  /s/  Mary E.
      Evans                             
      

                                            Name:  Mary
      E. Evans

                                           
      Title:    Associate Director

               

               

                                          By  /s/  Irja R.
      Otsa                                
      

                                  Name:  Irja R.
      Otsa

                                  Title:    Associate
      Director

               

            


    

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    


    
      	
               
      

            	
              U.S.
      BANK, N.A.

            


    

    


    


    
      	
               
      

            	
               

            	
              By
       /s/  Eric
      J.
      Cosgrove                         
      

            


    

    
      	
               
      

            	
              Name:  Eric
      J. Cosgrove

            


    

     
Title:    Vice President

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Name of
Lender:  WACHOVIA BANK, N.A.

    


    


    By  /s/  Henry
R.
Biedrzycki                       
                                                                           

    Name:  Henry
R. Biedrzycki

    Title:    Director

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
                                          Name of
      Lender:  WILLIAM STREET LLC

               

               

                                          By  /s/  Mark
      Walton                                
                                                                                 

                                          Name:  Mark
      Walton

                                          Title:    Authorized
      Signatory