Exhibit 10.3


 


NEW PLAN
EXCEL REALTY TRUST, INC.


 


FIRST
AMENDMENT

TO TERM LOAN AGREEMENT


 


This FIRST
AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) is dated
as of July 13, 2005 and entered into by and among NEW PLAN EXCEL REALTY
TRUST, INC., a Maryland corporation (the “Borrower”), each lender party hereto (each, a
“Lender”
and, collectively, the “Lenders”)
and CITICORP NORTH AMERICA, INC., as administrative agent for the Lenders (in
such capacity, the “Administrative
Agent”), and is made with reference to that certain Term Loan
Agreement dated as of April 5, 2005 (the “Agreement”), by and among Borrower,
Lenders and Administrative Agent. 
Capitalized terms used herein without definition shall have the same
meanings herein as set forth in the Agreement.


 


RECITALS


 


WHEREAS, the Borrower, the Lenders and the
Administrative Agent desire to amend the Agreement to provide for the making of
additional Loans thereunder:


 


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


 


SECTION 1. 
AMENDMENTS TO THE AGREEMENT


 


1.1.         Amendments to Article 1.


 


A.            Section 1.1 of the Agreement is hereby amended as follows:


 


1.             The definition of “Borrowing Date” is
hereby amended by deleting such definition in its entirety and inserting the
following definition in lieu thereof:


 


““Borrowing Date”:  the date on which
the Borrower requests the Lenders to make the Loans, which date shall be the
Effective Date or the First Amendment Effective Date, as applicable.”


 


2.             The definition of “Commitment” is hereby
amended by deleting such definition in its entirety and inserting the following
definition in lieu thereof:


 


““Commitment”:  in respect of any Lender, such Lender’s
Initial Commitment and such Lender’s Additional Commitment, collectively.”


 


3.             The definitions of “Commitment Amount”
and “Commitment Percentage” are hereby amended by deleting such definitions in
their entirety.


 


4.             The definition of “Highest Lawful Rate”
is hereby amended by deleting the reference to “Note” therein and inserting a
reference to “Notes” in lieu thereof.


 





















 


5.             The definition of “Interest Period” is
hereby amended by deleting such definition in its entirety and inserting the
following definition in lieu thereof:


 


““Interest Period”:  (a) with respect to any LIBOR Loans
requested by the Borrower, the period commencing on, as the case may be, the
Effective Date, the First Amendment Effective Date or the Conversion Date with
respect to such LIBOR Loans and ending one, two or three months thereafter, as
selected by the Borrower in its irrevocable request to the Administrative Agent
with respect to the Loans to be made on the Effective Date or the First
Amendment Effective Date or its irrevocable notice of conversion as provided in
Section 2.6, as the case may be; provided, however, that all
of the foregoing provisions relating to Interest Periods are subject to the
following:


 


(b)           any Interest Period that would otherwise end
on a day that is not a Business Day shall be extended to the next succeeding
Business Day unless, in the case of a LIBOR Loan, such Business Day falls in
another calendar month, in which case such Interest Period shall end on the
immediately preceding Business Day;


 


(c)           if, with respect to the borrowing of any Loan
as a LIBOR Loan or the conversion of one Advance to another pursuant to
Section 2.6, the Borrower shall fail to give due notice with respect to
the Loans to be made on the Effective Date or the First Amendment Effective
Date or with respect to a conversion as provided in Section 2.6, as the
case may be, the Borrower shall be deemed to have elected that such Loan or
Advance shall be made as a Prime Rate Loan;


 


(d)           any Interest Period pertaining to a LIBOR Loan
that begins on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month at the end of
such Interest Period) shall end on the last Business Day of a calendar month;


 


(e)           with respect to any Interest Period
applicable to a LIBOR Loan, no such Interest Period shall end after the
Maturity Date; and


 


(f)            the Borrower shall select Interest Periods so as
not to have more than five (5) different Interest Periods outstanding at
any one time with respect to LIBOR Loans.”


 


6.             The definition of “Loan Documents” is
hereby amended by adding the words “the Acknowledgement of Guaranty,” before
the words “the Notes” in such definition.


 


7.             The definition of “Required Lenders” is
hereby amended by deleting such definition in its entirety and inserting the
following definition in lieu thereof:


 


2





















 


““Required Lenders”:  the Lenders whose aggregate Total Commitment
Percentage equals or exceeds fifty-one percent (51%), provided that the Commitment
of any Defaulting Lender shall be excluded from the calculations of Initial
Commitment Amount, Additional Commitment Amount, Total Initial Commitment
Amount and Total Additional Commitment Amount for purposes of making a
determination of Required Lenders.”


 


8.             The definition of “Supermajority Lenders”
is hereby amended by deleting such definition in its entirety and inserting the
following definition in lieu thereof:


 


““Supermajority Lenders”: the Lender or
Lenders whose aggregate Total Commitment Percentage exceeds sixty-six and
two-thirds percent (66.67%), provided that the Commitment of any Defaulting
Lender shall be excluded from the calculations of Initial Commitment Amount,
Additional Commitment Amount, Total Initial Commitment Amount and Total Additional
Commitment Amount for purposes of making a determination of Supermajority
Lenders.”


 


9.             The definition of “Total Commitment
Amount” is hereby amended by deleting such definition in its entirety.


 


B.            Section 1.1 of the Agreement is hereby further amended by adding
the following definitions thereto in alphabetical order:


 


1.             “Acknowledgement of Guaranty”: the
Acknowledgement of Guaranty dated as of July 13, 2005 entered into by the
Subsidiary Guarantors.


 


2.             “Additional Commitment”:  in respect of any Lender, such Lender’s
undertaking, subject to the terms and conditions hereof, to make Loans on the
First Amendment Effective Date in an aggregate outstanding principal amount not
exceeding such Lender’s Additional Commitment Amount.


 


3.             “Additional Commitment Amount”:  in respect of any Lender, the amount set
forth next to the name of such Lender in Exhibit B-2 under the heading
“Additional Commitments” as such Lender’s Additional Commitment Amount, as the
same may be changed in accordance with the terms of this Agreement.


 


4.             “Additional Commitment Percentage”:  on any day, and as to any Lender, the
quotient of (i) such Lender’s Additional Commitment Amount on such day,
divided by (ii) the Total Additional Commitment Amount on such day.


 


5.             “First Amendment”:  the First Amendment to Term Loan Agreement
dated as of July 13, 2005 among the parties hereto.


 


6.             “First Amendment Effective Date”:  as defined in the First Amendment.


 


3





















 


7.             “Initial  Commitment”:  in respect of any Lender, such Lender’s
undertaking, subject to the terms and conditions hereof, to make Loans on the
Effective Date in an aggregate outstanding principal amount not exceeding such
Lender’s Initial Commitment Amount.


 


8.             “Initial  Commitment Amount”:  in respect of any Lender, the amount set
forth next to the name of such Lender in Exhibit B-1 under the heading
“Initial Commitments” as such Lender’s Initial Commitment Amount, as the same
may be changed in accordance with the terms of this Agreement.


 


9.             “Initial  Commitment Percentage”:  on any day, and as to any Lender, the
quotient of (i) such Lender’s Initial Commitment Amount on such day,
divided by (ii) the Total Initial Commitment Amount on such day.


 


10.           “Total Additional Commitment Amount”:  on any day, the sum of the Additional
Commitment Amounts of all Lenders on such day.


 


11.           “Total Commitment Percentage”:  on any day, and as to any Lender, the
quotient of (i) such Lender’s Initial Commitment Amount plus such Lender’s
Additional Commitment Amount on such day, divided by (ii) the aggregate of
the Initial Commitment Amounts plus the Additional Commitment Amounts of all
Lenders on such day.


 


12.           “Total Initial Commitment Amount”:  on any day, the sum of the Initial Commitment
Amounts of all Lenders on such day.


 


1.2.         Amendments to Article 2.


 


A.            Section 2.1 of the Agreement is hereby amended by deleting such
Section in its entirety and inserting the following in lieu thereof:


 


“2.1         Loans.


 


(a)           Effective Date Loans. 
Subject to the terms and conditions set forth in this Agreement, each of
the Lenders severally agrees to lend to the Borrower on the Effective Date the
aggregate principal amount of such Lender’s Initial Commitment Amount, for the
purposes set forth in Section 2.13. 
On the Effective Date, the Total Initial Commitment Amount as of the
Effective Date shall be disbursed to the Borrower in a single advance.  Such Loans shall be made pro rata in
accordance with each Lender’s Initial Commitment Percentage.  The acceptance by the Borrower of such Loans
hereunder shall constitute a representation and warranty by the Borrower that
all of the conditions set forth in Section 5 have been satisfied or
waived.  No portion of any such Loan that
is repaid or prepaid may be reborrowed hereunder.


 


(b)           First Amendment Effective Date Loans. 
Subject to the terms and conditions set forth in this Agreement, each of
the Lenders severally


 


4





















 


agrees to lend to the Borrower on the First
Amendment Effective Date the aggregate principal amount of such Lender’s
Additional Commitment Amount, for the purposes set forth in
Section 2.13.  On the First
Amendment Effective Date, the Total Additional Commitment Amount as of the
First Amendment Effective Date shall be disbursed to the Borrower in a single
advance.  Such Loans shall be made pro
rata in accordance with each Lender’s Additional Commitment Percentage.  The acceptance by the Borrower of such Loans
hereunder shall constitute a representation and warranty by the Borrower that
all of the conditions set forth in Section 5 have been satisfied or
waived.  No portion of any such Loan that
is repaid or prepaid may be reborrowed hereunder.”


 


B.            Section 2.2(a) of the Agreement is hereby amended by deleting
such Section in its entirety and inserting the following in lieu thereof:


 


“(a)         Notes as Evidence of Indebtedness.  Each
Loan of each Lender shall be evidenced by a promissory note of the Borrower,
substantially in the form of Exhibit E, with appropriate insertions
therein as to date and principal amount (each, as endorsed or modified from
time to time, a “Note” and, collectively, the “Notes”), payable
to the order of such Lender for the account of its Applicable Lending Office in
the principal face amount equal to the original amount of the Initial
Commitment of such Lender with respect to a Loan made on the Effective Date and
the original amount of the Additional Commitment of such Lender with respect to
a Loan made on the First Amendment Effective Date, respectively, and
representing the obligation of the Borrower to pay the lesser of (a) the
original amount of the Initial Commitment of such Lender with respect to a Loan
made on the Effective Date and the original amount of the Additional Commitment
of such Lender with respect to a Loan made on the First Amendment Effective
Date, respectively, and (b) the aggregate unpaid principal balance of the
Loan made by such Lender on the Effective Date or the First Amendment Effective
Date, respectively, plus interest and other amounts due and owing to such
Lender under the Loan Documents.”


 


C.            Section 2.3(a) of the Agreement is hereby amended by deleting
such Section in its entirety and inserting the following in lieu thereof:


 


“ (a)        Borrowing Request.  The
Borrower shall notify the Administrative Agent on or before the Effective Date
or the First Amendment Effective Date, respectively, as to the following
matters with respect to the Loans requested to be made on the Effective Date or
the First Amendment Effective Date, respectively: (i) the aggregate amount
of the requested borrowing of Loans; (ii) whether the requested Loans are
to be Prime Rate Loans or LIBOR Loans; (iii) in the case of LIBOR Loans,
the initial Interest Period to be applicable thereto, which shall be a period
contemplated by the definition of the term “Interest Period”; and (iv) the


 


5





















 


location and number of the Borrower’s account to
which funds are to be disbursed.  Such
telephonic borrowing request shall be irrevocable and shall be confirmed
promptly by hand delivery or facsimile to the Administrative Agent of a written
borrowing request signed by the Borrower.”


 


D.            Section 2.3(b) of the Agreement is hereby amended by deleting
such Section in its entirety and inserting the following in lieu thereof:


 


“(b)         Funding of Loans.  Each Lender will make its Loan,
in an amount equal to its Initial Commitment Amount or its Additional
Commitment Amount, as applicable, available to the Administrative Agent for the
account of the Borrower at the office of the Administrative Agent set forth in
Section 11.2 not later than 12:00 noon on the applicable Borrowing Date in
funds immediately available to the Administrative Agent at such office.  The amounts so made available to the Administrative
Agent on such Borrowing Date will then, subject to the satisfaction of the
terms and conditions of this Agreement, as determined by the Administrative
Agent, be made available on such date to the Borrower by the Administrative
Agent at the office of the Administrative Agent specified in Section 11.2
by crediting the account of the Borrower on the books of such office with the
aggregate of said amounts received by the Administrative Agent.”


 


E.             Section 2.3(c) of the Agreement is hereby amended by adding
the word “applicable” before the words “Borrowing Date” in each place that the
words “Borrowing Date” appear in the first sentence of Section 2.3(c).


 


F.             Section 2.5(b)(i) of the Agreement
is hereby amended by adding the word “Total” before the words “Commitment
Percentage”.


 


G.            Section 2.5(b)(ii) of the Agreement
is hereby amended by adding the word “Total” before the words “Commitment
Percentage”.


 


H.            Section 2.12 of the Agreement is hereby amended by deleting the
word “the” before the words “Borrowing Date” and inserting the word “a” in lieu
thereof.


 


1.3.         Amendment to Article 5.


 


A.            Section 5.8 of the Agreement is hereby amended by deleting such
Section in its entirety and inserting the following in lieu thereof:


 


“5.8         Compliance.


 


(a)           On the Effective Date and after giving effect
to the Loans to be made or created on such date, (a) the Borrower shall be
in compliance with all of the terms, covenants and conditions hereof,
(b) there shall not exist and be continuing any Default or Event of
Default, (c) the representations and warranties contained in the Loan
Documents shall be


 


6





















 


true and correct, and (d) the aggregate
outstanding principal balance of the Loans made on such date shall not exceed
the Total Initial Commitment Amount. 
Each notice requesting a Loan shall be deemed to constitute a
representation and warranty by the Borrower on the date thereof that each of
the foregoing matters is true and correct in all respects.


 


(b)           On the First Amendment Effective Date and
after giving effect to the Loans to be made or created, (a) the Borrower
shall be in compliance with all of the terms, covenants and conditions hereof,
(b) there shall not exist and be continuing any Default or Event of Default,
(c) the representations and warranties contained in the Loan Documents
shall be true and correct, and (d) the aggregate outstanding principal
balance of the Loans made on such date shall not exceed the Total Additional
Commitment Amount.  Each notice
requesting a Loan shall be deemed to constitute a representation and warranty
by the Borrower on the date thereof that each of the foregoing matters is true
and correct in all respects.”


 


1.4.         Amendments to Article 11.


 


A.            Section 11.1 of the Agreement is hereby amended by deleting the
words “Total Commitment Amount” in clause (i) thereof and inserting in
lieu thereof the words “or the Total Initial Commitment Amount or the Total
Additional Commitment Amount”.


 


B.            Section 11.7(f) of the Agreement is hereby amended by
deleting the words “its Note” therein and inserting the words” any of its
Notes” in lieu thereof.


 


C.            Section 11.10 of the Agreement is hereby amended by deleting the
word “Note” therein and inserting the word “Notes” in lieu thereof.


 


1.5.         Amendment to Exhibits.


 


A.            Exhibit A to the Agreement is hereby amended by deleting such
Exhibit A in its entirety and replacing it with Exhibit A attached
hereto.


 


B.            Exhibit B to the Agreement is hereby amended by deleting such
Exhibit B in its entirety and replacing it with Exhibit B-1 and
Exhibit B-2 attached hereto.


 


SECTION 2. 
REPRESENTATIONS AND WARRANTIES


 


In order to induce the Lenders to enter into this
Amendment and to amend the Agreement in the manner provided herein, the
Borrower represents and warrants to each Lender that the representations and
warranties contained in Article 4 of the Agreement are true, correct and
complete in all material respects on and as of the First Amendment Effective
Date (as hereinafter defined) to the same extent as though made on and as of
that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date.  Each Lender represents to the Administrative
Agent that, in acquiring its Note with respect to the
Loan


 


7





















 


to be made by it on the First Amendment
Effective Date, it is acquiring the same for its own account for the purpose of
investment and not with a view to selling the same in connection with any
distribution thereof, provided that the disposition of each Lender’s own
Property shall at all times be and remain within its control.


 


SECTION 3. 
CONDITIONS TO EFFECTIVENESS


 


This Amendment shall be effective as of the date
(the “First Amendment
Effective Date”) on which all of the following conditions are
satisfied in the Administrative Agent’s sole discretion:


 


3.1.         Evidence of Action.


 


A.            The Administrative Agent shall have received a certificate, dated the
First Amendment Effective Date, of the Secretary or Assistant Secretary of the
Borrower substantially in the form of Exhibit G to the Agreement
(i) attaching a true and complete copy of the resolutions of its Board of
Directors authorizing the execution and delivery of the Amendment by the
Borrower and the performance of the Borrower’s obligations hereunder and under
the Agreement as amended hereby (the “Amended Agreement”), and of all other
documents evidencing other necessary action (in form and substance reasonably
satisfactory to the Administrative Agent) taken by it to authorize the
Amendment and the transactions contemplated thereby, (ii) setting forth
the incumbency of its officer or officers who may sign the Amendment, including
therein a signature specimen of such officer or officers, and
(iii) certifying that the corporate charter and by laws delivered on the
Effective Date are in full force and effect and have not been amended or
modified since the Effective Date.


 


B.            The Administrative Agent shall have received a certificate, dated the
First Amendment Effective Date, of the Secretary or Assistant Secretary of each
Subsidiary Guarantor (or such Subsidiary Guarantor’s managing partner, general
partner or managing member, as applicable) substantially in the form of
Exhibit H to the Agreement (i) attaching a true and complete copy of
the resolutions of its Board of Directors, Trustees or Managers, as the case
may be, authorizing its execution and delivery of the Acknowledgement of Guaranty
and the continued performance of its obligations under the Guaranty, and of all
other documents evidencing other necessary action (in form and substance
reasonably satisfactory to the Administrative Agent) taken by it to authorize
the Acknowledgement of Guaranty and the transactions contemplated thereby,
(ii) setting forth the incumbency of its officer or officers who may sign
the Acknowledgement of Guaranty, including therein a signature specimen of such
officer or officers, and (iii) certifying that the articles of
incorporation or corporate charter, declaration of trust or certificate of
formation and, if applicable, by laws, operating agreement or agreement of
limited liability company, and if such certificate is from such Subsidiary
Guarantor’s managing partner, general partner or managing member, the
applicable Subsidiary Guarantor’s partnership agreement or operating agreement
and other organizational documents delivered on the Effective Date are in full
force and effect and have not been amended or modified since the Effective
Date.


 


3.2.         This Agreement.  The
Administrative Agent shall have received counterparts of this Amendment signed
by each of the parties hereto (or receipt by the


 


8





















 


Administrative
Agent from a party hereto of a facsimile signature page signed by such
party which shall have agreed to promptly provide the Administrative Agent with
originally executed counterparts hereof).  


 


3.3.         Notes. 
The
Administrative Agent shall have received, for the benefit of each Lender having
an Additional Commitment Amount greater than zero, a Note in favor of such
Lender reflecting the Additional Commitment Amount of such Lender, each of
which Notes shall be duly executed by an Authorized Signatory of the Borrower.


 


3.4.         Acknowledgement of Guaranty. 
The Administrative Agent shall have received counterparts of the
Acknowledgement of Guaranty signed by each of the Subsidiary Guarantors (or
receipt by the Administrative Agent from a party thereto of a facsimile
signature page signed by such party which shall have agreed to promptly
provide the Administrative Agent with originally executed counterparts
thereof).


 


3.5.         Opinion of Counsel to the Borrower. 
The Administrative Agent shall have received an opinion of
(i) Hogan & Hartson L.L.P., outside counsel to the Borrower,
(ii) Steven F. Siegel, Esq., in house counsel to the Borrower, and
(iii) counsel to each Subsidiary Guarantor, and their respective general
partners, managing partners or managing members, as applicable, each addressed
to the Administrative Agent and the Lenders, and each dated the First Amendment
Effective Date, and each in form and substance satisfactory to Administrative
Agent, covering such matters as the Administrative Agent may reasonably
request.


 


3.6.         Fees and Expenses of Special Counsel. 
The fees and expenses of Special Counsel in connection with the
preparation, negotiation and closing of this Amendment shall have been paid. 


 


SECTION 4. 
MISCELLANEOUS


 


A.            Reference to and Effect on the Agreement and the Other
Loan Documents.


 


1.             On and after the First Amendment
Effective Date, each reference in the Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein” or words of like import referring to the
Agreement, and each reference in the other Loan Documents to the “Agreement”,
“thereunder”, “thereof” or words of like import referring to the Agreement
shall mean and be a reference to the Amended Agreement.


 


2.             Except as specifically amended by this
Amendment, the Agreement and the other Loan Documents shall remain in full
force and effect and are hereby ratified and confirmed.


 


3.             The execution, delivery and performance
of this Amendment shall not, except as expressly provided herein, constitute a
waiver of any provision of, or operate as a waiver of any right, power or
remedy of the Administrative Agent or any Lender under, the Agreement or any of
the other Loan Documents.


 


9





















 


B.            Costs and Expenses.  The Borrower
acknowledges that all costs, fees and expenses as described in
Section 11.5 of the Agreement incurred by the Administrative Agent and the
Lead Arrangers, including, without limitation, the reasonable fees and
disbursements of Special Counsel, with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of the
Borrower.


 


C.            Headings. 
Section headings have been inserted in this Amendment for
convenience only and shall not be construed to be a part hereof.


 


D.            Governing Law.  This
Amendment and the rights and obligations of the parties hereunder shall be
governed by, and construed and interpreted in accordance with, the internal
laws of the State of New York, without regard to principles of conflict of
laws.


 


E.             Counterparts. 
This Amendment may be executed in counterparts (and by different parties
hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract.


 


[Remainder
of page intentionally left blank]


 


10





















 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first above written.


 


	
   

  	
  NEW PLAN EXCEL REALTY TRUST, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John B. Roche

  	
   

  
	
   

  	
   

  	
  John B. Roche,

  
	
   

  	
   

  	
  Chief Financial Officer

  



 


 


Signature
Page to First Amendment


 





















 


	
   

  	
  CITICORP NORTH AMERICA, INC.,

  individually, as a Lender, and as Administrative

  Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ David Bouton

  	
   

  
	
   

  	
   

  	
  Name: David Bouton

  
	
   

  	
   

  	
  Title:   Vice President

  



 


Citicorp
North America, Inc.


Two
Penns Way


New
Castle, Delaware  19720


Attention:  Jonathan Lavinier


Facsimile:  (212) 994-0961


 


with a copy to:


 


Citicorp
North America, Inc.


390
Greenwich Street, First Floor


New
York, New York  10013


Attn:  Niraj Shah


Facsimile:  (212) 783-8548


 





















 


	
   

  	
  CITIGROUP GLOBAL MARKETS INC., as a

  Joint Lead Arranger and Joint Book Running

  Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ David Bouton

  	
   

  
	
   

  	
   

  	
  Name: David Bouton

  
	
   

  	
   

  	
  Title:   Director

  



 


Citigroup Global Markets Inc.


390
Greenwich Street, First Floor


New
York, New York  10013


Attn:  Niraj Shah


Facsimile:  (212) 783-8548


 





















 


	
   

  	
  MERRILL LYNCH, PIERCE, FENNER & SMITH

  INCORPORATED, as a Joint Lead Arranger and

  Joint Book Running Manager and as Syndication

  Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Douglas Sesler

  	
   

  
	
   

  	
   

  	
  Name: Douglas Sesler

  
	
   

  	
   

  	
  Title:   Managing Director

  



 


Merrill
Lynch, Pierce, Fenner & Smith


Incorporated


4
World Financial Center


200
Vesey Street


New
York, New York  10080


Attn:  Koren Sill


Facsimile:


 





















 


	
   

  	
  MERRILL LYNCH BANK USA, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Derek Befus

  	
   

  
	
   

  	
   

  	
  Name: Derek Befus

  
	
   

  	
   

  	
  Title:   Vice President

  



 


Merrill
Lynch Bank USA


15
West South Temple, Suite 300


Salt
Lake City, Utah  84101


Attn:  Frank K. Stepan


Phone:  (801) 526-8316


Facsimile:  (801) 531-7470


 





















 


EXHIBIT B-1


 


TO TERM LOAN AGREEMENT


 


LIST OF INITIAL COMMITMENTS

AND DOMESTIC AND LIBOR

LENDING OFFICES


 


	
  Lender

  	
   

  	
  Initial Commitment Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Citicorp
  North America, Inc.

  390 Greenwich Street, First Floor

  New York, New York 10013

  Attn: Niraj Shah

  	
   

  	
  $

  	
  75,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  LIBOR
  Lending Office

  Same as Above

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Merrill
  Lynch Bank USA

  15 West South Temple, Suite 300

  Salt Lake City, Utah 84101

  Attn: Frank K. Stepan

  Telephone: (801) 526-8316

  Facsimile: (801) 531-7470

  	
   

  	
  $

  	
  75,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  LIBOR
  Lending Office

  Same as Above

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  150,000,000.00

  	
   

  



 


B-1





















 


EXHIBIT B-2


 


TO TERM LOAN AGREEMENT


 


LIST OF ADDITIONAL
COMMITMENTS

AND DOMESTIC AND LIBOR

LENDING OFFICES


 


	
  Lender

  	
   

  	
  Additional Commitment Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Citicorp
  North America, Inc.

  390 Greenwich Street, First Floor

  New York, New York 10013

  Attn: Niraj Shah

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  LIBOR
  Lending Office

  Same as Above

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Merrill
  Lynch Bank USA

  15 West South Temple, Suite 300

  Salt Lake City, Utah 84101

  Attn: Frank K. Stepan

  Telephone: (801) 526-8316

  Facsimile: (801) 531-7470

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  LIBOR
  Lending Office

  Same as Above

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  50,000,000.00

  	
   

  



 


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