Exhibit 10.5


 


Conformed Copy


 


2007 AMENDMENT AND 

COMMITMENT TRANSFER AGREEMENT


 


2007 AMENDMENT AND COMMITMENT TRANSFER AGREEMENT, dated as of March 13,
2009 (this “Agreement”), representing an amendment to the Revolving
Credit Agreement, dated as of June 26, 2007 (as amended, supplemented or
otherwise modified, the “Credit Agreement”), among iStar Financial Inc.,
(the “Borrower”), the
lenders from time to time party thereto (the “Banks”), the documentation
agents named therein, Bank of America, N.A., as syndication agent, JPMorgan
Chase Bank, N.A., as administrative agent for the Banks (in such capacity, the “Administrative
Agent”), and the other parties thereto.


 


W
I  T  N  E  S  S  E  T  H
:


 


WHEREAS, the Borrower, the Administrative
Agent and the Banks are parties to the Credit Agreement;


 


WHEREAS, the Borrower has requested that the
Administrative Agent and the Banks agree to amend certain provisions of the
Credit Agreement; and


 


WHEREAS, the Administrative Agent and the
Banks party hereto are willing to agree to the requested amendment, but only
upon the terms and conditions set forth herein;


 


NOW, THEREFORE, for valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and in
consideration of the premises contained herein, the parties hereto agree as
follows:


 


1.                                       Defined Terms.  Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given
to them in the Credit Agreement.


 


2.                                       Amendment to Section 1.1
(Definitions).  Section 1.1 of
the Credit Agreement is hereby amended by:


 


a.               deleting the
following definitions in their entirety:


 


“Adjusted Earnings”; “Capital Stock”; “Convertible
Securities”; “Debt Service”; “Defaulted Assets”; “EBITDA”;
“Fixed Charges”; “Governmental Acts”; “Guarantee Agreement”;
“Guarantors”; “Indenture”; “Interest Expense”; “Letter
of Credit Collateral”; “Letter of Credit Collateral Account”; “Letter
of Credit Documents”; “Mandatory Borrowing”; “Negative Pledge”;
“Net Income”; “Net Offering Proceeds”; “Net Worth”; “Permitted
Liens”; “REIT”; “Secured Debt”; “Swingline Commitment”;
“Total Indebtedness”; “Undepreciated Real Estate Assets”; “Unencumbered
Asset”; “Unreimbursed Obligation”; “Unsecured Debt”; “Value”;


 

















 


b.              deleting the phrase “each
entity (other than Borrower) listed on the signature pages hereof” in the
definition of “Bank” therein and replacing such phrase with “each entity (other
than Borrower and the Administrative Agent) party to this Agreement following
the Commitment Transfer”;


 


c.               deleting the phrase
“, as well as Loans required to be made by a Bank pursuant to Section 2.17
to reimburse a Fronting Bank for a Letter of Credit that has been drawn down”
in the definition of “Committed Loan” therein;


 


d.              adding the following
new definition, to appear in proper alphabetical order:


 


““Commitment Transfer” has the meaning set forth in Section 34
of the 2007 Amendment and Commitment Transfer Agreement, dated as of March 13,
2009, among the Borrower, the banks party thereto and the Administrative Agent.”


 


e.               deleting the
definition of “Loan Documents” in its entirety and inserting in lieu thereof
the following new definition of “Loan Documents”;


 


““Loan Documents” means this Agreement, the Notes and the Letter(s) of
Credit.”;


 


f.                 inserting the
phrase “or any amendment, waiver or other modification of the Loan Documents
made in accordance with Section 9.5” after the word “conditions” in the
definition of “Material Adverse Effect” therein;


 


g.              deleting the phrase “Sections
5.12 and 6.1(e)” in the definition of “Non-Recourse Indebtedness” therein and
replacing such phrase with “Section 6.1(e)”;


 


h.              deleting the phrase “or
Section 2.3(b)(i)” in the definition of “Notice of Borrowing” therein; and


 


i.                  deleting the
phrase “pursuant to Section 2.3” in the definition of “Swingline Loan”
therein.


 


3.                                       Amendment to Section 1.3
(Types of Borrowing).  Section 1.3
of the Credit Agreement is hereby amended by deleting the phrase “, and a “Swingline
Borrowing” is a Borrowing under Section 2.3 in which only the Swingline
Lender participates (subject to the provisions of said Section 2.3)”
therein.


 


4.                                       Amendment to Section 2.2
(Notice of Borrowing).  Section 2.2
of the Credit Agreement is hereby amended by inserting the following at the end
of clause (b) thereof:


 


“Notwithstanding anything to the contrary
contained in this Agreement, no Swingline Loans or Letters of Credit will be
outstanding, or will be made or issued, respectively, after the Commitment
Transfer and all related terms and provisions of the Loan Documents shall have
no effect whatsoever.”


 


2

















 


5.                                       Amendment to Section 2.3
(Swingline Loan Subfacility).  Section 2.3
of the Credit Agreement is hereby amended by deleting existing Section 2.3
in its entirety and inserting in lieu thereof the following new Section 2.3:


 


“2.3  [Intentionally Omitted].”


 


6.                                       Amendment to Section 2.5
(Notice to Banks; Funding of Loans). 
Section 2.5 of the Credit Agreement is hereby amended by deleting
the phrase “(including without limitation each Mandatory Borrowing)” from
clause (b) thereof.


 


7.                                       Amendment to Section 2.6
(Notes).  Section 2.6 of the
Credit Agreement is hereby amended by deleting the sentence “The Swingline
Loans shall mature, and the principal amount thereof shall be due and payable,
in accordance with Section 2.3(b)(iii).” from clause (c) thereof.


 


8.                                       Amendment to Section 2.7
(Method of Electing Interest Rates). 
Section 2.7 of the Credit Agreement is hereby amended by deleting
the phrase “or as otherwise provided in Section 2.3 with respect to
Mandatory Borrowings” from clause (a) thereof.


 


9.                                       Amendment to Section 2.9
(Fees).  Section 2.9 of the
Credit Agreement is hereby amended by:


 


a.               deleting existing
clause (b) thereof in its entirety and inserting in lieu thereof the following
new clause (b):


 


“(b)  [intentionally omitted].” and


 


b.              deleting existing
clause (c) thereof in its entirety and inserting in lieu thereof the
following new clause (c):


 


“(c)  [intentionally omitted].”


 


10.                                 Amendment to Section 2.11
(Optional Prepayments).  Section 2.11
of the Credit Agreement is hereby amended by:


 


a.               adding the
following sentence at the end of clause (a) thereof:


 


“Notwithstanding anything to the contrary contained herein, any such
prepayment made in connection with, or which would otherwise result from, any
Commitment Transfer shall be permitted without regard to the foregoing
provisions of this Section 2.11(a).”;


 


b.              adding the following
sentence at the end of clause (b) thereof:


 


“Notwithstanding anything to the contrary contained herein, any such
prepayment made in connection with, or which would otherwise result from, any
Commitment Transfer shall be permitted without regard to the foregoing
provisions of this Section 2.11(b).”;


 


3

















 


c.               deleting the
following sentence from clause (d) thereof:


 


“A reduction of the Commitments pursuant to this Section 2.11(d) shall
not effect a reduction in the Swingline Commitment (unless so elected by the
Borrower) until the aggregate Commitments have been reduced to an amount equal
to the Swingline Commitment.”;


 


d.              adding the following
sentence at the end of clause (d) thereof:


 


“Notwithstanding anything to the contrary contained herein, any such
prepayment, cancellation or termination made in connection with, or which would
otherwise result from, any Commitment Transfer shall be permitted without
regard to the foregoing provisions of this Section 2.11(d).”; and


 


e.               deleting the phrase
“and the Swingline Commitment” in clause (e) thereof.


 


11.                                 Amendment to Section 2.13
(General Provisions as to Payments). 
Section 2.13 of the Credit Agreement is hereby amended by adding
the following sentence at the end of clause (a) thereof:


 


“Notwithstanding anything to the contrary contained herein, no payment
or prepayment of Loans made in connection with, or which would otherwise result
from, any Commitment Transfer shall be subject to the foregoing provisions of
this Section 2.13(a).”


 


12.                                 Amendment to Section 2.16
(Use of Proceeds).  Section 2.16
of the Credit Agreement is hereby amended by deleting the following sentence
from the end thereof:


 


“Proceeds of Alternate Currency Borrowings may be used by the Borrower
to make contributions to one or more Guarantors, which will use such proceeds
in accordance with this Section 2.16.”


 


13.                                 Amendment to Section 2.17
(Letters of Credit).  Section 2.17
of the Credit Agreement is hereby amended by deleting existing Section 2.17
in its entirety and inserting in lieu thereof the following new Section 2.17:


 


“2.17  [Intentionally Omitted].”


 


14.                                 Amendment to Section 2.18
(Letter of Credit Usage Absolute).  Section 2.18
of the Credit Agreement is hereby amended by deleting existing Section 2.18
in its entirety and inserting in lieu thereof the following new Section 2.18:


 


“2.18  [Intentionally Omitted].”


 


15.                                 Amendment to Section 2.19
(Letters of Credit Maturing after the Maturity Date).  Section 2.19 of the Credit Agreement is
hereby amended by deleting existing Section 2.19 in its entirety and
inserting in lieu thereof the following new Section 2.19:


 


4

















 


“2.19  [Intentionally Omitted].”


 


16.                                 Amendment to Section 3.2
(Borrowings).  Section 3.2 of
the Credit Agreement is hereby amended by deleting clause (a) in its
entirety and inserting in lieu thereof the following new clause (a):


 


“(a)                            receipt
by the Administrative Agent of a Notice of Borrowing as required by Section 2.2
or a Notice of Money Market Borrowing as required by Section 2.4(f).”


 


17.                                 Amendment to Section 4.4
(Financial Information).  Section 4.4
of the Credit Agreement is hereby amended by:


 


a. inserting the phrase “through the date hereof” after the phrase “December 31,
2006” in clause (b) thereof; and


 


b.  deleting the phrase “; and,
the consolidated financial statement of the Borrower and its Consolidated
Subsidiaries as of March 31, 2007 and for the fiscal quarter then ended
fairly present, in conformity with GAAP, the consolidated financial position of
the Borrower and its Consolidated Subsidiaries as of such date and the
consolidated results of operations and cash flows for such fiscal quarter,
subject to normal year-end audit adjustments” in clause (a) therein.


 


18.                                 Amendment to Section 4.15
(REIT Status).  Section 4.15 of
the Credit Agreement is hereby amended by deleting existing Section 4.15
in its entirety and inserting in lieu thereof the following new Section 4.15:


 


“4.15  [Intentionally Omitted].”


 


19.                                 Amendment to Section 4.24
(Insurance).  Section 4.24 of
the Credit Agreement is hereby amended by deleting existing Section 4.24
in its entirety and inserting in lieu thereof the following new Section 4.24:


 


“4.24  Insurance.  The Borrower currently maintains 100%
replacement cost insurance coverage (subject to customary deductibles) in
respect of each of its Real Property Assets, as well as commercial general
liability insurance (including, without limitation, “builders’ risk” where
applicable) against claims for personal, and bodily injury and/or death, to one
or more persons, or property damage, as well as workers’ compensation
insurance, in each case with respect to liability and casualty insurance with
insurers having an A.M. Best policyholders’ rating of not less than A-/VII
at the time of issuance or extension of any such coverage policy in amounts no
less than customarily carried by owners of properties similar to, and in the
same locations as, the Borrower’s Real Property Assets; provided, however,
that the foregoing A.M. Best policyholders’ rating requirement shall not
be required for (a) such insurance as tenants of Credit Tenant Lease
Assets and other real estate owned assets are permitted or required pursuant to
applicable leases to obtain or maintain, (b) exposure under existing
insurance policies (but not renewals of any such policies) to CV


 


5

















 


Starr, in a Lloyds Syndicate in an amount not to exceed $20,000,000 and
(c) liability and casualty insurance policies issued after the Closing
Date on Real Property Assets constituting not more than 5.0% of all Real
Property Assets owned by the Borrower with insurers having an A.M. Best
policyholders’ rating of less than A-/VII, but not less than B++/VII.”


 


20.                                 Amendment to Section 4.26
(Unencumbered Assets and Indebtedness). 
Section 4.26 of the Credit Agreement is hereby amended by deleting
existing Section 4.26 in its entirety and inserting in lieu thereof the
following new Section 4.26:


 


“4.26  [Intentionally Omitted].”


 


21.                                 Amendment to Section 5.1(Information).  Section 5.1 of the Credit Agreement is
hereby amended by:


 


a.               deleting existing
clause (c) thereof in its entirety and inserting in lieu thereof the
following new clause (c):


 


“(c) simultaneously with the delivery of each set of financial
statements referred to in clauses (a) and (b) above, a certificate of
a financial officer of the Borrower certifying (x) that such financial
statements fairly present the financial condition and the results of operations
of the Borrower on the dates and for the periods indicated, on the basis of
GAAP, with respect to the Borrower subject, in the case of interim financial
statements, to normally recurring year-end adjustments, and (y) that such
officer has reviewed the terms of the Loan Documents and has made, or caused to
be made under his or her supervision, a review in reasonable detail of the
business and condition of the Borrower during the period beginning on the date
through which the last such review was made pursuant to this Section 5.1(c) (or,
in the case of the first certification pursuant to this Section 5.1(c),
the Closing Date) and ending on a date not more than ten (10) Business
Days prior to, but excluding, the date of such delivery and that (1) on
the basis of such financial statements and such review of the Loan Documents,
no Event of Default existed under Section 6.1(b) with respect to Section 5.9
at or as of the date of said financial statements and (2) on the basis of
such review of the Loan Documents and the business and condition of the
Borrower, to the best knowledge of such officer, as of the last day of the
period covered by such certificate no Default or Event of Default under any
other provision of Section 6.1 occurred and is continuing or, if any such
Default or Event of Default has occurred and is continuing, specifying the
nature and extent thereof and, the action the Borrower proposes to take in
respect thereof.  Such certificate shall
set forth the calculations required to establish the matters described in
clauses (1) and (2) above;”;


 


b.              (b) deleting
existing clause (j) thereof in its entirety and inserting in lieu thereof
the following new clause (j):


 


6

















 


“(j)  [intentionally omitted];”; and


 


c.               deleting existing
clause (k) thereof in its entirety and inserting in lieu thereof the
following new clause (k):


 


“(k)  [intentionally omitted];”


 


22.                                 Amendment to Section 5.2
(Payment of Obligations).  Section 5.2
of the Credit Agreement is hereby amended by deleting existing Section 5.2
in its entirety and inserting in lieu thereof the following new Section 5.2:


 


“5.2  [Intentionally Omitted].”


 


23.                                 Amendment to Section 5.8
(Financial Covenants).  Section 5.8
of the Credit Agreement is hereby amended by deleting existing Section 5.8
in its entirety and inserting in lieu thereof the following new Section 5.8:


 


“5.8  [Intentionally Omitted].”


 


24.                                 Amendment to Section 5.11
(Borrower Status).  Section 5.11
of the Credit Agreement is hereby amended by deleting existing Section 5.11
in its entirety and inserting in lieu thereof the following new Section 5.11:


 


“5.11  [Intentionally Omitted].”


 


25.                                 Amendment to Section 5.12
(Other Indebtedness).  Section 5.12
of the Credit Agreement is hereby amended by deleting existing Section 5.12
in its entirety and inserting in lieu thereof the following new Section 5.12:


 


“5.12  [Intentionally Omitted].”


 


26.                                 Amendment to Section 6.1
(Events of Default).  Section 6.1
of the Credit Agreement is hereby amended by:


 


a.               deleting the phrase
“Section 5.8, Section 5.9, Section 5.10, Section 5.11 or Section 5.12”
in clause (b) thereof and inserting in lieu thereof the phrase “Section 5.9
or Section 5.10”;


 


b.              deleting the phrase “or
any Guarantor” in clauses (c), (d) and (n) thereof;


 


c.               deleting existing
clause (e) thereof in its entirety and inserting in lieu thereof the
following new clause (e):


 


“(e)  the Borrower or any Subsidiary shall default in the
performance or observance of any obligation or condition with respect to any
Recourse Debt (other than the Obligations) for which the aggregate outstanding
principal amounts exceed Seventy-Five Million Dollars ($75,000,000), or any
other event shall occur or condition exist, in each case beyond the


 


7

















 


giving of any required notice and the expiration of any applicable
grace period, if the effect of such default, event or condition results in the
acceleration of such Recourse Debt prior to its maturity;


 


d.              deleting existing
clause (i) in its entirety and inserting in lieu thereof the following new
clause (i):


 


“(i)  [intentionally omitted];”;


 


e.               deleting existing
clause (j) in its entirety and inserting in lieu thereof the following new
clause (j):


 


“(j)  [intentionally omitted];”; and


 


f.                 deleting existing
clause (o) in its entirety and inserting in lieu thereof the following new
clause (o):


 


“(o)  [intentionally omitted];”


 


27.                                 Amendment to Section 6.4
(Actions in Respect of Letters of Credit). 
Section 6.4 of the Credit Agreement is hereby amended by deleting
existing Section 6.4 in its entirety and inserting in lieu thereof the
following new Section 6.4:


 


“6.4  [Intentionally Omitted].”


 


28.                                 Amendment to Section 6.5
(Distribution of Proceeds after Default). 
Section 6.5 of the Credit Agreement is hereby amended by deleting
the phrase “Section 2.3, Section 2.17 and” therein.


 


29.                                 Amendment to Section 7.8
(Successor Agent).  Section 7.8
of the Credit Agreement is hereby amended by deleting the first sentence
thereof in its entirety and inserting in lieu thereof the following:


 


“The Administrative Agent may resign at any time by giving notice
thereof to the Banks and the Borrower.”


 


30.                                 Amendment to Section 9.4
(Sharing of Set-Offs).  Section 9.4
of the Credit Agreement is hereby amended by adding the following at the end
thereof:


 


“Notwithstanding the foregoing, the provisions of this Section 9.4
shall not apply to any set-off, payment, collateral or other benefit received
by any Bank (or any Affiliate of any Bank) in connection with or which would
otherwise result from any Commitment Transfer.”


 


31.                                 Amendment to Section 9.13
(Recourse Obligation).  Section 9.13
of the Credit Agreement is hereby amended by deleting existing Section 9.13
in its entirety and inserting in lieu thereof the following new Section 9.13:


 


8

















 


“9.13  Recourse Obligation.  This Agreement and the Obligations hereunder
are fully recourse to the Borrower and each Designated Borrower.
Notwithstanding the foregoing, no recourse under or upon any obligation,
covenant, or agreement contained in this Agreement shall be had against any
officer, director, shareholder or employee of the Borrower or Designated
Borrower except in the event of fraud or misappropriation of funds on the part
of such officer, director, shareholder or employee.”


 


32.                                 Consent.  Notwithstanding anything contained in the
Credit Agreement to the contrary, the Banks party hereto, constituting the
Required Banks, hereby consent to each Commitment Transfer (as defined in Section 34
of this Agreement) exercised by the Banks in accordance with the terms hereof
and waive any non-compliance with the Credit Agreement and any Default or Event
of Default arising therefrom.


 


33.                                 Cancellation of
Defaulting Lender Commitments.  The
parties hereto hereby agree that the unfunded portion of Lehman Commercial
Paper Inc.’s (“LCPI”) Commitment under the Credit Agreement may be
cancelled in full and terminated by the Administrative Agent upon consent of
LCPI and without further consent of the Banks.


 


34.                                 Commitment Transfer.  Upon the effectiveness of this Agreement and
the effectiveness of the amendments to the Credit Agreement herein, each Bank
(each a “Consenting Bank”) whose Consent and Addendum, in the form of Exhibit A
hereto (the “Consent and Addendum”), is accepted by the Borrower and the
Administrative Agent agrees to transfer all or such portion of its Commitment
under the Credit Agreement as set forth on its Consent and Addendum (each such
transfer, a “Commitment Transfer”) to the 2012 Second Priority Credit
Agreement, dated as of March 13, 2009 (the “New Secured Facility”),
among the Borrower, Bank of America, N.A. and Citicorp North America Inc. (or
an affiliate thereof), as syndication agents, JPMorgan Chase Bank, N.A., as
administrative agent, and the other parties thereto.  The Commitment Transfer of each Bank will be
subject to the conditions set forth in the Consent and Addendum.


 


35.                                 Conditions to
Effectiveness of this Agreement. 
This Agreement shall become effective as of the date first written above
upon:


 


(a)          receipt by the
Administrative Agent of counterparts of this Agreement duly executed by the
Borrower and the Banks party hereto, constituting the Required Banks;


 


(b)         acceptance by the
Borrower and the Administrative Agent of a Consent and Addendum duly executed
by Banks constituting the Required Banks;


 


(c)          receipt by each
Consenting Bank of all outstanding amounts due and payable to such Consenting
Bank under the Credit Agreement;


 


(d)         payment of all fees and
expenses required to be paid on or before the effective date of this Agreement;


 


9

















 


(e)          no injunction writ,
restraining order or other order prohibiting the effectiveness of this
Amendment having been issued; and


 


(f)            effectiveness of the
New Secured Facility.


 


36.                                 Representations and
Warranties.  On and as of the date
hereof, prior to and after giving effect to this Agreement, the Borrower (i) hereby
confirms, reaffirms and restates the representations and warranties set forth
in Section 4 of the Credit Agreement as amended by this Agreement mutatis
mutandis, except to the extent that such representations and warranties
expressly relate to a specific earlier date in which case the Borrower  hereby confirms, reaffirms and restates such
representations and warranties as of such earlier date and (ii) hereby
represents and warrants that no Default or Event of Default has occurred and is
continuing.


 


37.                                 Continuing Effect;
No Other Amendments.  Except as
expressly set forth in this Agreement, all of the terms and provisions of the
Credit Agreement are and shall remain in full force and effect and the Borrower
shall continue to be bound by all of such terms and provisions.  Each amendment provided for herein is limited
to the specific provision of the Credit Agreement specified herein and shall
not constitute an amendment of, or an indication of the Administrative Agent’s
or the Banks’ willingness to amend or waive, any other provision of the Credit
Agreement or the same provision for any other date or purpose.


 


38.                                 Expenses;
Indemnification.  The Borrower agrees
to pay and reimburse the Administrative Agent for all its reasonable
out-of-pocket costs and expenses incurred in connection with the preparation
and delivery of this Agreement, including, without limitation, the reasonable
and documented fees and disbursements of counsel to the Administrative
Agent.  The Borrower agrees that the
provisions of Section 9.3(b) of the Credit Agreement, and the
indemnities contained in Sections 2.14, 8.3 and 8.4, shall be applicable
mutatis mutandis to the Commitment Transfers and the other transactions
contemplated by this Agreement for the benefit of the Consenting Banks as if
set forth in full herein.


 


39.                                 Counterparts.  This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts
(including by facsimile or .pdf transmission), and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.  The execution and delivery of this Agreement
by each of the parties hereto shall be binding upon each of its successors and
assigns (including transferees of its commitments and Loans in whole or in part
prior to effectiveness hereof) and binding in respect of all of its commitments
and Loans, including any acquired subsequent to its execution and delivery
hereof and prior to the effectiveness hereof.


 


40.                                 GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


41.                                 Termination of
Guarantee.  The Guarantee Agreement
is hereby terminated, and each of the Guarantors is hereby released from its
obligations thereunder and under any of the other Loan Documents.


 


10

















 


42.                                 Letters of Credit.
The parties hereto hereby agree that the Letters of Credit issued and
outstanding under the Credit Agreement and any related Letter of Credit
Documents, shall be transferred to and shall constitute Letters of Credit and
Letter of Credit Documents under the New Secured Facility and for purposes
thereof will be deemed to have been issued by the Fronting Bank under the New
Secured Facility.  Each Consenting Bank
shall have participating interests in such Letters of Credit in accordance with
the provisions of the New Secured Facility.


 


11
















 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed and
delivered by their respective duly authorized officers as of the date first
above written.


 


 


	
   

  	
  iSTAR
  FINANCIAL INC., A MARYLAND CORPORATION, as the Borrower

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Geoffrey M. Dugan

  
	
   

  	
  Name:

  	
  Geoffrey
  M. Dugan

  
	
   

  	
  Title:

  	
  Secretary

  



 


Amendment and Commitment Transfer Agreement –
2007 Credit Agreement


 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A., as
  Administrative Agent, a Bank, Swingline Lender and Fronting Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Charles Hoagland

  
	
   

  	
  Name:

  	
  Charles
  Hoagland

  
	
   

  	
  Title:

  	
  Vice President

  



 


Amendment and Commitment Transfer Agreement –
2007 Credit Agreement


 

















 


	
   

  	
  BANK
  OF AMERICA, N.A., as Syndication Agent and a Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael W. Edwards

  
	
   

  	
  Name:

  	
  Michael
  W. Edwards

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


Amendment and Commitment Transfer Agreement –
2007 Credit Agreement


 

















 


	
   

  	
  CITICORP NORTH AMERICA, INC.,
  as Documentation Agent and a Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Bouton

  
	
   

  	
  Name:

  	
  David
  Bouton

  
	
   

  	
  Title:

  	
  Managing Director

  



 


Amendment and Commitment Transfer Agreement –
2007 Credit Agreement


 

















 


	
   

  	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION, as a Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Evander S. Jones, Jr.

  
	
   

  	
  Name:

  	
  Evander
  S. Jones, Jr.

  
	
   

  	
  Title:

  	
  Director

  



 


Amendment and Commitment Transfer Agreement –
2007 Credit Agreement


 

















 


	
   

  	
  BARCLAYS
  BANK PLC, as a Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark Manski

  
	
   

  	
  Name:

  	
  Mark
  Manski

  
	
   

  	
  Title:

  	
  Managing Director

  



 


Amendment and Commitment Transfer Agreement –
2007 Credit Agreement


 

















 


	
   

  	
  THE
  ROYAL BANK OF SCOTLAND plc, as a Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael Fabiano

  
	
   

  	
  Name:

  	
  Michael
  Fabiano

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


Amendment and Commitment Transfer Agreement –
2007 Credit Agreement


 

















 


	
   

  	
  BANK
  OF MONTREAL, as a Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Sue R. Blazis

  
	
   

  	
  Name:

  	
  Sue
  R. Blazis

  
	
   

  	
  Title:

  	
  Vice President

  



 


Amendment and Commitment Transfer Agreement –
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  NATIONAL
  AUSTRALIA BANK LTD., as a Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael Pryce

  
	
   

  	
  Name:

  	
  Michael
  Pryce

  
	
   

  	
  Title: 

  	
  Director

  



 


Amendment and Commitment Transfer Agreement –
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  ROYAL
  BANK OF CANADA, as a Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dan LePage

  
	
   

  	
  Name:

  	
  Dan
  LePage

  
	
   

  	
  Title:

  	
  Authorized Signatory

  



 


Amendment and Commitment Transfer Agreement –
2007 Credit Agreement


 
















 


	
   

  	
  THE BANK OF NOVA SCOTIA, as a bank

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George Sherman

  
	
   

  	
  Name:

  	
  George
  Sherman

  
	
   

  	
  Title:

  	
  Director

  



 


Amendment and Commitment Transfer Agreement –
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  SCOTIABANC INC., as a bank

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.F. Todd

  
	
   

  	
  Name:

  	
  J.F.
  Todd

  
	
   

  	
  Title:

  	
  Managing Director

  



 


Amendment and Commitment Transfer Agreement –
2007 Credit Agreement


 

















 


	
   

  	
  FORTIS BANK SA/NV, NEW YORK BRANCH, as a bank

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry Chung

  
	
   

  	
  Name:

  	
  Barry
  Chung

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jack Au

  
	
   

  	
  Name:

  	
  Jack
  Au

  
	
   

  	
  Title:

  	
  Director

  



 


Amendment and Commitment Transfer Agreement –
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  HSBC BANK USA, NATIONAL ASSOCIATION, as a bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas L. Nolan

  
	
   

  	
  Name:

  	
  Thomas
  L. Nolan

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


Amendment and Commitment Transfer Agreement –
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  THE BANK OF EAST ASIA, LIMITED NEW YORK BRANCH,

  
	
   

  	
  as
  a bank

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth A. Pettis

  
	
   

  	
  Name:

  	
  Kenneth
  A. Pettis

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth A. Pettis

  
	
   

  	
  Name:

  	
  Kitty
  Sin

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  



 


Amendment and Commitment Transfer Agreement –
2007 Credit Agreement


 

















 


	
   

  	
  MERRILL LYNCH BANK USA, as a bank

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Louis Alder

  
	
   

  	
  Name:

  	
  Louis
  Alder

  
	
   

  	
  Title:

  	
  First
  Vice President

  



 


Amendment and Commitment Transfer Agreement –
2007 Credit Agreement