Exhibit 10.1





Exhibit 10.1




NINTH AMENDMENT TO CREDIT AGREEMENT




THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of
December 29, 2009, by and among PMC COMMERCIAL TRUST, a real estate investment trust organized
under the laws of the State of Texas (the “Borrower”), EACH OF THE FINANCIAL INSTITUTIONS
WHICH IS A SIGNATORY HERETO OR WHICH MAY FROM TIME TO TIME BECOME A PARTY HERETO (individually, a
“Lender” and collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A.
(“JPMorgan”), a national banking association (successor-in-interest to Bank One, NA), as
agent for the Lenders (in such capacity, together with its successors and assigns in such capacity,
the “Administrative Agent”).



RECITALS:




WHEREAS, Borrower, Lenders and Administrative Agent are party to that Credit Agreement, dated
as of February 29, 2004 (as the same has been or may be renewed, extended, amended and restated
from time to time, the “Credit Agreement”); and



WHEREAS, Borrower has requested that Administrative Agent and Lenders agree to an amendment
extending the maturity date, modifying the financial covenants, detaining collateral to secure
Obligations, and making other changes. Subject to the conditions set forth in this Amendment,
Administrative Agent and Lenders have agreed to amend the Credit Agreement as set forth herein.



NOW, THEREFORE, the parties to this Amendment, for good, fair and valuable consideration, the
receipt and reasonable equivalency of which are hereby acknowledged, do hereby agree as follows:



ARTICLE I

DEFINITIONS




Section 1.1 Defined Terms; References. Unless otherwise stated in this Amendment
(a) terms defined in the Credit Agreement have the same meanings when used in this Amendment, and
(b) references to “Sections,” “Schedules” and “Exhibits” are to sections, schedules and exhibits to
the Credit Agreement.



ARTICLE II

AMENDMENTS




Section 2.1 Deletions of Definitions in Section 1.1. The definitions of “Bank One”,
“Base Rate” and “Base Rate Borrowing” in Section 1.1 of the Credit Agreement are deleted in their
entirety.



Section 2.2 Amendments to Definitions in Section 1.1. The following definitions in
Section 1.1 of the Credit Agreement are amended and restated in their entirety as follows:




“Administrative Agent” means JPMorgan Chase Bank, National Association
(successor-in-interest to Bank One, NA) (or its successors appointed under
Section 12), acting as administrative, managing and syndication agent for
Lenders under the Credit Documents.



Ninth Amendment to Credit Agreement


 


 









 






“Applicable Margin” means, for any day, the margin of interest under or
over the CB Floating Rate or the LIBOR Rate, as the case may be, that is applicable
when the CB Floating Rate or LIBOR Rate, as applicable, is determined under this
agreement, which margin of interest shall be as follows:



	 	 	 	 	 
	Type of Borrowing	 	Applicable Margin	 
	CB Floating Rate
	 	 	0.00	%
	LIBOR Rate
	 	 	3.00	%







“Commitment” means an amount (subject to reduction or cancellation as
herein provided) equal to the lesser of (a) the Commitment then in effect and as may
be reduced by the additional commitment reduction required pursuant to
Section 3.2(d) or (b) the following amount during the applicable period set
forth below as such amount may be reduced pursuant to Section 3.2(d):



	 	 	 	 	 
	Period:	 	Commitment:	 
	December 29, 2009 through and including March 30, 2010
	 	$	40,000,000	 
	March 31, 2010 through and including June 29, 2010
	 	$	35,000,000	 
	June 30, 2010 through and including September 29, 2010
	 	$	30,000,000	 
	September 30, 2010 through and including December 30, 2010
	 	$	25,000,000	 
	December 31, 2010 and thereafter
	 	$	20,000,000	 







“Default Rate” means, for any day, an annual interest rate equal to the
lesser of either (a) the CB Floating Rate on such day plus 3.0% or (b) the Maximum
Rate.




“Delinquent Loans” means, at any time, the sum of (i) the aggregate
unpaid principal amount of Commercial Loans and Mortgage Loans owned by any Company
which are 31 or more days delinquent (whether under the initial payment plan or a
modified payment plan established pursuant to a workout), plus (ii) assets acquired in
satisfaction of debt, including any assets acquired through foreclosure, by deed in
lieu of foreclosure, liquidation or other similar actions, plus (iii) Commercial Loans
and Mortgage Loans then subject to any legal suit, arbitration proceeding or other
similar action or proceeding.



Ninth Amendment to Credit Agreement — Page 2


 


 









 






“LIBOR Rate” means, for a LIBOR Rate Borrowing and for the relevant
Interest Period, the annual interest rate (rounded upward, if necessary, to the
nearest 0.01%) equal to the quotient obtained by dividing (a) the rate that deposits
in United States dollars are offered to Administrative Agent in the London interbank
market at approximately 11:00 a.m. London, England time two Business Days before the
first day of that Interest Period as shown on Reuters Screen LIBOR01, formerly known
as Page 3750 of the Moneyline Telerate Service (together with any successor or
substitute, the “Service”), or such other page or pages as may replace such
pages on the Service for the purpose of displaying such rate (provided that if such
rate is not available on the Service then such offered rate shall be otherwise
independently determined by Administrative Agent from an alternate, substantially
similar independent service available to Administrative Agent or shall be calculated
by Administrative Agent by a substantially similar methodology as that theretofore
used to determine such offered rate in the Service) in an amount comparable to that
LIBOR Rate Borrowing and having a maturity approximately equal to that Interest Period
by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to the
relevant Interest Period.




“Non-Performing Loans” means (a) all of Borrower’s Delinquent Loans,
(b) all of Borrower’s Mortgage Loans with respect to which a default has occurred as
to the payment of any installment of principal or interest or another monetary default
has occurred under any Mortgage Loan Document related thereto and such default has not
been cured for more than thirty (30) days, (c) all of Borrower’s Mortgage Loans in
Litigation, (d) all of Borrower’s Mortgage Loans in Liquidation, and (e) all of
Borrower’s Mortgage Loans with respect to which any Mortgage Loan Obligor has not paid
its Debts as they mature or has made a general assignment for the benefit of creditors
or with respect to whom proceedings in bankruptcy or for reorganization or liquidation
under the bankruptcy code or under any other state or federal law for the relief of
debtors has been commenced by or against such Mortgage Loan Obligor and shall not have
been discharged within thirty (30) days of the commencement thereof or for whom (or
for whose assets) a receiver, trustee or custodian shall have been appointed or who
may die, be dissolved or who may involuntarily suspend the transaction of its
business. Notwithstanding the foregoing, Non-Performing Loans shall not at any time
include any Delinquent Loans or Mortgage Loans that would otherwise satisfy the
criteria in clauses (a) through (e) above but are owned by Special
Purpose Entity and are non-recourse to the Borrower.




“Prime Rate” means the rate of interest per annum publicly announced from
time to time by JPMorgan Chase as its prime rate. The Prime Rate is a variable rate
and each change in the Prime Rate is effective from and including the date the change
is announced as being effective. THE PRIME RATE IS A REFERENCE RATE AND MAY NOT BE
JPMORGAN CHASE’S LOWEST RATE.




“Stated Termination Date” means December 31, 2010.



Ninth Amendment to Credit Agreement — Page 3


 


 









 





Section 2.3 Additions to Section 1.1. The following definitions are added to
Section 1.1 of the Credit Agreement in alphabetical order to read in their entirety as follows:




“Adjusted One Month LIBOR Rate” means, with respect to a CBFR Borrowing
for any day, an interest rate per annum equal to the sum of (i) 2.50% plus (ii) the
LIBOR Rate for one month Interest Period on such day (or if such day is not a Business
Day, the immediately preceding Business Day); provided that, for the avoidance of
doubt, the LIBOR Rate for any day shall be based on the rate appearing on the Reuters
Screen LIBOR01 Page (or on any successor or substitute page) at approximately 11:00
a.m. London time on such day.




“CB Floating Rate” means the Prime Rate; provided that the CB Floating
Rate shall, on any day, not be less than the Adjusted One Month LIBOR Rate. The CB
Floating Rate is a variable rate and any change in the CB Floating Rate due to any
change in the Prime Rate or the Adjusted One Month LIBOR Rate is effective from and
including the effective date of such change in the Prime Rate or the Adjusted One
Month LIBOR Rate, respectively.




“CBFR Borrowing” means a Borrowing bearing interest at the sum of the CB
Floating Rate plus the Applicable Margin for CBFR Borrowings.




“Collateral” is defined in Section 1.01 of the Security Agreement.




“Deposit Box” is defined in Section 7.14.




“JPMorgan Chase” means JPMorgan Chase Bank, National Association, in its
individual capacity as a Lender, and its successors and assigns.




“Security Agreement” means any security agreement executed by Borrower or
any other Company in favor of the Administrative Agent for the benefit of itself and
the Lenders pursuant to this agreement, all in form and scope acceptable to
Administrative Agent.



Section 2.4 Amendment to Section 2.2(a). The reference to “Base Rate Borrowing” in
Section 2.2(a) of the Credit Agreement is deleted and the reference to “CBFR Borrowing” is inserted
in lieu thereof.



Section 2.5 Amendment to Section 3.2(a). The references to “Base Rate Borrowing” in
Section 3.2(a) of the Credit Agreement is deleted and the references to “CBFR Borrowing” is
inserted in lieu thereof.



Section 2.6 Amendment to Section 3.2(b). The references to “Base Rate Borrowing” in
Section 3.2(b) of the Credit Agreement are deleted and the reference to “CBFR Borrowing” are
inserted in lieu thereof.



Ninth Amendment to Credit Agreement — Page 4


 


 









 





Section 2.7 Addition of New Section 3.2(d). A new clause (d) is added to Section 3.2
of the Credit Agreement to read in its entirety as follows:




(d) Additional Commitment Reduction. If the aggregate amount of any
prepayments received by the Borrower and/or First Western with respect to such
Person’s Commercial Loans, Mortgage Loans and any other loans during the period
beginning January 1, 2010 through and including the date of determination exceeds
$12,000,000, then the Commitment shall be reduced by an aggregate amount (without
duplication) equal to 75% of such excess effective as of the last day of each fiscal
quarter, beginning March 31, 2010.



Section 2.8 Amendment to Section 3.3. The references to “Base Rate” and “Base Rate
Borrowing” in Section 3.3 of the Credit Agreement are deleted and the references to “CB Floating
Rate” and “CBFR Borrowing”, respectively, are inserted in lieu thereof.



Section 2.9 Amendment to Section 3.7. The references to “Base Rate Borrowings” in
Section 3.7 of the Credit Agreement are deleted and the reference to “CBFR Borrowings” are inserted
in lieu thereof.



Section 2.10 Amendment to Section 3.10. The references to “Base Rate Borrowing” in
Section 3.10 of the Credit Agreement are deleted and the references to “CBFR Borrowing” are
inserted in lieu thereof.



Section 2.11 Amendment to Section 3.15. The reference to “Base Rate” in Section 3.15
of the Credit Agreement is deleted and the reference to “CB Floating Rate” is inserted in lieu
thereof.



Section 2.12 Amendment to Section 3.17. The references to “Base Rate Borrowing” in
Section 3.17 of the Credit Agreement are deleted and the references to “CBFR Borrowing” are
inserted in lieu thereof.



Section 2.13 Amendments to Sections 7.1(d) and (f). Sections 7.1(d) and (f) of the
Credit Agreement are amended and restated to read in their entirety as follows:




(d) Quarterly Managed Loan Reports. Promptly after preparation, but no
later than 60 days after the last day of each fiscal quarter, a schedule of all
Borrower’s Mortgage Loans, each such report to be in form and scope acceptable to
Administrative Agent, including, without limitation, setting forth information
identifying (i) all Mortgage Loan with respect to which a default has occurred as to
the payment of any installment of principal or interest or other monetary default has
occurred under any Mortgage Loan Document related thereto and such default has not
been cured for more than 30 days, (ii) Mortgage Loans in Liquidation, (iii) Mortgage
Loans in Litigation, (iv) any other Non-Performing Loans, (v) Renegotiated Loans,
(vi) Construction Loans, and (vii) Segmented Loans.




(f) Quarterly Loan Listings. Promptly after preparation, but not later
than 60 days after the last day of each fiscal quarter, (i) a statement identifying
the original documentation evidencing the Commercial Loans, the Mortgage Loans and all
other loans owned by Borrower and deposited into the Deposit Box as of the end of such
fiscal quarter and (ii) a detailed loan listing of each Company as of the end of such
fiscal quarter, in detail satisfactory to Administrative Agent.



Ninth Amendment to Credit Agreement — Page  5


 


 









 





Section 2.14 Addition of Section 7.14. A new Section 7.14 is added to Section 7 of
the Credit Agreement is to read in its entirety as follows:




7.14 Collateral. To secure full and complete payment and performance of
the Obligations, Borrower shall grant and convey to and create in favor of, the
Administrative Agent for the ratable benefit of the Lenders a continuing first
priority perfected Lien in, to and on all of the Collateral. Borrower shall (a)
execute and deliver a Security Agreement, (b) deposit and keep the original
documentation evidencing the Collateral in safety deposit box number 5125 maintained
with JPMorgan Chase (the “Deposit Box”) and located at Preston Center, 8111
Preston Road, Dallas, Texas 75225, (c) on or before January 8, 2010 duly indorse each
note or other instrument evidencing the Collateral together with any other instruments
of transfer or assignment reasonably requested by Administrative Agent, all in form
and scope reasonably acceptable to Administrative Agent, (d) on or before 90 days
after December 29, 2009, execute and deliver, and cause to be executed and delivered,
a control agreement among Borrower, Administrative Agent and JPMorgan Chase as the
financial institution maintaining the Deposit Box with respect to the Deposit Box,
(e) deliver to Administrative Agent the original certificates representing all of the
equity interests in First Western, together with undated stock powers, in blank,
executed and delivered by a duly authorized officer of Borrower, (f) on or before
January 15, 2010, take such actions to provide an authorized officer of the
Administrative Agent with full access to the Deposit Box, and (g) take such other
actions as Administrative Agent reasonably deems necessary to establish a valid,
enforceable and perfected first priority security interest in the Collateral.



Section 2.15 Amendment to Section 8.2(b)(iii). Section 8.2(b)(iii) of the Credit
Agreement is amended and restated to read in its entirety as follows:




(iii) With the consent of the Administrative Agent, any Debt owed by a Special
Purpose Entity (other than any CDO Subsidiary) incurred in connection with an Asset
Securitization, so long as (A) such Debt has been reduced to 15% or less of its
original principal amount, (B) such prepayment fully extinguishes such Debt, (C) no
Default or Event of Default then exists or would be created by such prepayment, and
(D) all remaining Mortgage Loans and related assets of such Special Purpose Entity are
promptly transferred to Borrower; or



Section 2.16 Amendment to Section 8.7(g). Section 8.7(g) of the Credit Agreement is
amended and restated to read in its entirety as follows:




(g) [Intentionally Deleted.]



Ninth Amendment to Credit Agreement — Page  6


 


 









 





Section 2.17 Amendment to Section 8.9(b). Section 8.9(b) of the Credit Agreement is
amended and restated to read in its entirety as follows:




(b) if no Event of Default or Potential Default exists or would exist after
giving effect to the Distribution, and so long as any such Distributions are made in
the ordinary course of business consistent with sound business practices, the
following Distributions by Borrower: (i) Distributions declared or paid during any
fiscal year which do not exceed 100% of Funds from Operations for that fiscal year and
(ii) up to an aggregate of $2,000,000 of other Distributions made or declared after
December 29, 2009.



Section 2.18 Addition of Section 8.19. A new Section 8.19 is added to Section 8 of
the Credit Agreement to read in its entirety as follows:




8.19 Non-Performing Loans. Notwithstanding anything to the contrary
contained herein, no Company may support, guaranty, purchase, repurchase, repay, sell,
transfer, liquidate or otherwise dispose of any Commercial Loans or Mortgage Loans
owned by any Special Purpose Entity except (a) upon the Administrative Agent’s prior
written consent, (b) as permitted under Section 8.2(b)(iii) or (c) pursuant to
its servicing obligation in the ordinary course of its business so long as, in the
case of this clause (c), such Company is entitled to reimbursement of a
substantial portion of any expenses or any other amounts paid by such Company in
connection thereto; provided however, this Section 8.19 shall not prohibit or
restrict any Company, in its capacity as servicer, from selling, transferring,
liquidating or otherwise disposing of any Commercial Loans or Mortgage Loans owned by
any Special Purpose Entity for or on behalf of such Special Purpose Entity and in the
name of such Special Purpose Entity or its nominee pursuant to such Company’s
servicing agreements.



Section 2.19 Amendment to Section 9.1. Section 9.1 of the Credit Agreement is amended
and restated in its entirety as follows:




9.1 Minimum Net Worth. The Companies’ consolidated Net Worth shall not
at any time be less than the sum of (a) $145,000,000, plus (b) 100% of the Net
Proceeds from any Equity Issuances by Borrower after December 29, 2009.



Section 2.20 Amendment to Section 9.6. Section 9.6 of the Credit Agreement is amended
and restated to read in its entirety as follows:




9.6 Non-Hotel/Motel Loans. Borrower will not, at any time, permit the
aggregate principal balance of its Mortgage Loans which are secured by Projects which
are not hotels or motels to exceed an amount equal to (a) 15% of the aggregate
principal balance of all of its Mortgage Loans less (b) the aggregate loan loss
reserve established by Borrower with respect to its Mortgage Loans.



Ninth Amendment to Credit Agreement — Page  7


 


 









 





Section 2.21 Amendment to Section 10.2. Section 10.2 of the Credit Agreement is
amended and restated to read in its entirety as follows:




10.2 Covenants. Any Company’s failure or refusal to punctually and
properly perform, observe and comply with any of the covenants in Sections 8
and 9 and in Sections 4.01 and 4.05 of the Security Agreement dated as of
December 29, 2009 executed by Borrower in favor of Administrative Agent (as the same
may be amended, restated or modified from time to time, the “Security
Agreement”). It shall also constitute an Event of Default if any Company fails or
refuses to punctually and properly perform, observe and comply with any covenant or
agreement in any Credit Document (other than covenants to pay the Obligation and
covenants set forth in Sections 8 and 9 and in Sections 4.01 and 4.05
of the Security Agreement) applicable to it, and that failure or refusal continues for
15 days after that Company has, or with the exercise of reasonable diligence should
have had, notice of that failure or refusal; provided, however, that with respect to
the failure or refusal to perform any such covenant or agreement, Borrower shall not
be entitled to an opportunity to cure any such failure or refusal if such failure or
refusal is either not capable of being cured by Borrower or if the same covenant has
already been breached more than two times during the twelve months preceding such
breach.



ARTICLE III

CONDITIONS PRECEDENT




Section 3.1 Conditions Precedent. Notwithstanding any contrary provisions herein,
this Amendment is not effective unless and until:




(a) the representations and warranties in this Amendment and in the Credit Agreement are
true and correct;




(b) the Administrative Agent shall have received counterparts of this Amendment executed
by each party named below;




(c) the Administrative Agent shall have received a Negative Pledge Agreement (the
“Negative Pledge Agreement”), duly executed by First Western, in form and substance
reasonably satisfactory to the Administrative Agent;




(d) the Administrative Agent shall have received a Security Agreement (“Security
Agreement”) duly executed by Borrower, in form and substance reasonably satisfactory to
the Administrative Agent;




(e) the Administrative Agent shall have received (i) resolutions of the Board of Trust
Managers of the Borrower and resolutions of the Board of Directors of First Western
certified, in each case, by their respective Secretary or Assistant Secretary which authorize
the execution, performance and delivery of the Credit Documents to which it is or is to be a
party; (ii) a certificate of incumbency certified by the Secretary or Assistant Secretary of
Borrower and First Western certifying the names of each of its officers authorized to sign
the Credit Documents to which it is or is to be a party (including the certificates
contemplated herein) together with specimen signatures; (iii) the certificate or articles of
incorporation of First Western certified by the Secretary of State of the State of its
organization; (iv) the bylaws of First Western certified by its Secretary or Assistant
Secretary; and (v) certificates of the appropriate government officials of the State of
Organization of the Borrower and First Western as to its existence and good standing;



Ninth Amendment to Credit Agreement — Page  8


 


 









 






(f) the Agent shall have received reimbursement for all costs and expenses incurred by
it in connection with this Amendment and the other transactions to the extent invoiced; and




(g) the Agent shall have received such other documents, instruments and certificates as
reasonably requested by it in connection with this Amendment.



ARTICLE IV

NO WAIVER




Section 4.1 No Waiver. Nothing herein shall be construed as a consent to or waiver of
any Potential Default or Event of Default which may now exist or hereafter occur or any violation
of any term, covenant or provision of the Credit Agreement or any other Credit Document. All
rights and remedies of the Administrative Agent and the Lenders are hereby expressly reserved with
respect to any such Potential Default or Event of Default. Nothing herein shall diminish the right
of the Administrative Agent or any Lender to require strict performance by Borrower of each
provision of any Credit Document to which Borrower is a party, except as expressly provided herein.
All terms and provisions and all rights and remedies of the Administrative Agent and the Lenders
under the Credit Documents shall continue in full force and effect and are hereby confirmed and
ratified in all respects.



ARTICLE V

MISCELLANEOUS




Section 5.1 Ratifications. This Amendment modifies and supersedes all inconsistent
terms and provisions of the Credit Documents, and except as expressly modified and superseded by
this Amendment, the Credit Documents are ratified and confirmed and continue in full force and
effect. Borrower, Administrative Agent and Lenders agree that the Credit Documents, as amended by
this Amendment, continue to be legal, valid, binding and enforceable in accordance with their
respective terms.



Section 5.2 Representations and Warranties. Borrower hereby represents and warrants
to Administrative Agent and Lenders that (a) this Amendment and any Credit Documents to be
delivered under or in connection with this Amendment have been duly executed and delivered by
Borrower, (b) no action of, or filing with, any Governmental Authority is required to authorize, or
is otherwise required in connection with, the execution, delivery, and performance by Borrower of
this Amendment and any Credit Document to be delivered under or in connection with this Amendment,
(c) this Amendment and any Credit Documents to be delivered under or in connection with this
Amendment are valid and binding upon Borrower and are enforceable against Borrower in accordance
with their respective terms, (d) the execution, delivery, and performance by Borrower of this
Amendment and any Credit Documents to be delivered under or in connection with this Amendment do
not require the consent of any other Person and do not and will not constitute a violation of any
applicable laws, agreements or understandings to which Borrower is a party or by which Borrower is
bound, (e) the representations and warranties contained in the Credit Agreement, as amended by this
Amendment, and any other Credit Document are true and correct in all material respects as of the
date of this Amendment (except for any representations and warranties that speak to a specific date
prior to the date of this Amendment), and (f) as of the date of this Amendment, no Potential
Defaults or Events of Default exist.



Ninth Amendment to Credit Agreement — Page  9


 


 









 





Section 5.3 References. All references in the Credit Documents to the “Credit
Agreement” refer to the Credit Agreement as amended by this Amendment. This Amendment is a “Credit
Document” as referred to in the Credit Agreement and the provisions relating to Credit Documents in
the Credit Agreement are incorporated herein by reference, the same as if set forth verbatim in
this Amendment.



Section 5.4 Counterparts. This Amendment may be executed in any number of
counterparts with the same effect as if all signatories had signed the same document.



Section 5.5 Parties Bound. This Amendment binds and inures to the benefit of each
Borrower, Agent and each Lender and their respective successors and assigns.



Section 5.6 Entirety. THIS AMENDMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS
AMENDMENT, AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES FOR THE
TRANSACTIONS THEREIN, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENT BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.



[Remainder of Page Intentionally Left Blank.]




Ninth Amendment to Credit Agreement — Page 10



 


 









 





IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth
above.



	 	 	 	 	 
	 	BORROWER:


PMC COMMERCIAL TRUST

 	 
	 	By:  	/s/ Barry N. Berlin
 	 
	 	 	Barry N. Berlin 	 
	 	 	Executive Vice President and

Chief Financial Officer 	 
	 



ADMINISTRATIVE AGENT AND LENDERS:





JPMORGAN CHASE BANK, N.A.,

individually, as a Lender and Administrative Agent



	 	 	 	 	 
	By:

	 	/s/ Denise Parks
 

	 	 
	 

	 	Denise Parks	 	 
	 

	 	Senior Vice President	 	 






Ninth Amendment to Credit Agreement — Signature Page