exv10w2






Exhibit 10.2




          SECOND AMENDMENT dated as of July 24, 2009 (this “Amendment”) to each of (i) the
Three-Year Unsecured Letter of Credit Facility Agreement dated as of March 12, 2007, as amended by
the First Amendment dated October 25, 2007 (the “Three-Year Facility Agreement”), and (ii)
the Five-Year Secured Letter of Credit Facility Agreement dated as of March 12, 2007, as amended by
the First Amendment dated October 25, 2007 (the “Five-Year Facility Agreement”) (each as
heretofore amended, supplemented or otherwise modified, the “Credit Agreements”), among
VALIDUS HOLDINGS, LTD. (the “Company”), VALIDUS REINSURANCE, LTD. (“Validus Re” and
collectively with the Company, the “Account Parties”), the LENDERS from time to time party
thereto and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in
such capacity, the “Administrative Agent”).




          WHEREAS, the Company proposes to acquire IPC Holdings, Ltd.;




          WHEREAS, the Account Parties and the Required Lenders have agreed, on the terms and subject to
the conditions set forth herein, to amend the Credit Agreements in the manner set forth herein;




          NOW, THEREFORE, in consideration of the above premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:




          SECTION 1. Defined Terms. Capitalized terms used and not defined herein have the
meanings given to them in the Credit Agreements (as amended hereby).




          SECTION 2. Amendments to the Credit Agreements. Effective as of the Second Amendment
Effective Date (as defined below), the Credit Agreements are hereby amended as follows:




          (a) Section 1.01 of each of the Credit Agreements is amended to add the following definitions
thereto in appropriate alphabetical order and, where applicable, replace the corresponding
previously existing definitions:





     “IPC” means IPC Holdings, Ltd., a company organized under the laws of Bermuda.




     “IPC Facilities” means (i) the credit agreement among IPC, IPCRe Limited, the
lenders listed on the signature pages thereto, and Wachovia Bank, National Association, as
administrative agent and fronting bank, providing for letters of credit in an aggregate
amount of up to $250.0 million at any time outstanding, and any modifications, amendments,
restatements, waivers, extensions, renewals, replacements or refinancings thereof and (ii)
the letters of credit master agreement between IPCRe Limited and Citibank N.A., providing
for letters of credit and any modifications, amendments, restatements, waivers, extensions,
renewals, replacements or refinancings thereof; provided that any such modifications,
amendments, waivers, extensions, renewals, replacements or refinancings be on terms which,
when taken together as a whole, are not adverse in any material respect to the interests of
the Lenders, as compared to those contained in each of the IPC Facilities as of the date
hereof.




     “IPCRe Limited” means IPCRe Limited, a company organized under the laws of
Bermuda.




     “Minimum Consolidated Net Worth Amount” means, at any time, an amount which
initially shall be equal to 70% of Consolidated Net Worth as calculated using the pro forma
balance sheet included in the definitive proxy statement relating to the IPC Acquisition,
and which amount shall be increased immediately following the last day of each fiscal
quarter (commencing



 









 







with the fiscal quarter commencing after the date of such pro forma balance sheet) by
(i) an amount (if positive) equal to 50% of the Net Income for such fiscal quarter plus
(ii) 50% of the net cash proceeds received from any issuance of shares of common stock of
the Company during such fiscal quarter.



          (b) Section 1.01 of the Three-Year Facility Agreement is amended to add the following
definitions thereto in appropriate alphabetical order and, where applicable, replace the
corresponding previously existing definitions:





     “Defaulting Lender” means any Lender, as reasonably determined by the
Administrative Agent in good faith, that has (a) failed to fund any portion of its Loans or
participations in Letters of Credit within three (3) Business Days of the date required to
be funded by it hereunder, (b) notified the Company, the Administrative Agent, the LC Issuer
or any Lender in writing that it does not intend to comply with any of its funding
obligations under this Agreement or has made a public statement to the effect that it does
not intend to comply with its funding obligations under this Agreement or under other
agreements generally in which it commits to extend credit, (c) failed, within (3) three
Business Days after request by the Administrative Agent, to confirm that it will comply with
the terms of this Agreement relating to its obligations to fund prospective Loans and
participations in then outstanding Letters of Credit, (d) otherwise failed to pay over to
the Administrative Agent or any other Lender any other amount required to be paid by it
hereunder within three (3) Business Days of the date when due, unless the subject of a good
faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or
is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had
a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or
similar Person charged with reorganization or liquidation of its business or custodian,
appointed for it, or has taken any action in furtherance of, or indicating its consent to,
approval of or acquiescence in any such proceeding or appointment or has a parent company
that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee, administrator, assignee for the benefit of creditors or similar Person
charged with reorganization or liquidation of its business or custodian appointed for it, or
has taken any action in furtherance of, or indicating its consent to, approval of or
acquiescence in any such proceeding or appointment.




     “Index Rating” means (i) with respect to S&P, the Company’s Counterparty Credit
Rating and (ii) with respect to Moody’s, the Company’s Long-term Issuer Rating.



          (c) Section 1.01 of the Three-Year Facility Agreement is amended to delete in its entirety
the definitions of “Financials” and “Utilization Increase” therefrom.




          (d) Section 1.01 of the Five-Year Facility Agreement is amended to add the following
definitions thereto in appropriate alphabetical order and, where applicable, replace the
corresponding previously existing definitions:





     “Applicable Commitment Fee Rate” means 0.125% per annum.




     “Applicable Letter of Credit Fee Rate” means 0.625% per annum.




     “Defaulting Lender” means any Lender, as reasonably determined by the
Administrative Agent in good faith, that has (a) failed to fund any portion of its
participations in Letters of Credit within three (3) Business Days of the date required to
be funded by it hereunder, (b) notified the Company, the Administrative Agent, the LC Issuer
or any Lender in writing that it does not intend to comply with any of its funding
obligations under this Agreement or has made a public



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statement to the effect that it does not intend to comply with its funding obligations
under this Agreement or under other agreements generally in which it commits to extend
credit, (c) failed, within (3) three Business Days after request by the Administrative
Agent, to confirm that it will comply with the terms of this Agreement relating to its
obligations to fund prospective participations in then outstanding Letters of Credit, (d)
otherwise failed to pay over to the Administrative Agent or any other Lender any other
amount required to be paid by it hereunder within three (3) Business Days of the date when
due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a
parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or
insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee
for the benefit of creditors or similar Person charged with reorganization or liquidation of
its business or custodian, appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding or appointment
or has a parent company that has become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the
benefit of creditors or similar Person charged with reorganization or liquidation of its
business or custodian appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding or
appointment.



          (e) The definition of “Applicable Rate” appearing in Section 1.01 of the Three-Year Facility
Agreement is restated in its entirety to read as follows:




          “Applicable Rate” means, on any date, with respect to the Commitment Fee, the
Eurodollar Loans, the ABR Loans or the Letter of Credit Fee, as the case may be, the applicable
rate per annum set forth below under the caption “Commitment Fee Rate”, “Eurodollar Spread”, “ABR
Spread” or “Letter of Credit Fee”, as the case may be, based upon the Index Ratings by Moody’s and
S&P, respectively, applicable on such date:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commitment	 	Eurodollar	 	ABR	 	Letter of Credit
	Category	 	Index Ratings	 	Fee Rate	 	Spread	 	Spread	 	Fee
	Category 1
	 	A-/A3 or better	 	 	0.30	%	 	 	2.25	%	 	 	1.25	%	 	 	2.25	%
	Category 2
	 	BBB+/Baa1	 	 	0.40	%	 	 	2.50	%	 	 	1.50	%	 	 	2.50	%
	Category 3
	 	BBB/Baa2	 	 	0.50	%	 	 	3.00	%	 	 	2.00	%	 	 	3.00	%
	Category 4
	 	BBB-/Baa3	 	 	0.625	%	 	 	3.75	%	 	 	2.75	%	 	 	3.75	%
	Category 5
	 	BB+/Ba1 or lower	 	 	0.75	%	 	 	4.50	%	 	 	3.50	%	 	 	4.50	%






          For purposes of the foregoing, (i) if neither Moody’s nor S&P shall have in effect an Index
Rating (other than by reason of the circumstances referred to in the last sentence of this
definition), then each such rating agency shall be deemed to have established a rating in Category
5; (ii) if the Index Ratings established or deemed to have been established by Moody’s and S&P
shall fall within different Categories, the Applicable Rate shall be based on the higher of the two
ratings unless one of the two ratings is two or more Categories lower than the other, in which case
the Applicable Rate shall be determined by reference to the Category next below that of the higher
of the two ratings; (iii) if only one of Moody’s and S&P shall have in effect an Index Rating, then
the Applicable Rate shall be determined by reference to the Category of such Index Rating; and (iv)
if the Index Ratings established or deemed to have been established by Moody’s and S&P shall be
changed (other than as a result of a change in the rating system of Moody’s or S&P), such change
shall be effective as of the date on which it is first announced by the applicable rating agency,
irrespective of when notice of such change shall have been furnished by the Company to the
Administrative Agent and the Lenders pursuant to Section 5.01 or otherwise. Each change in the
Applicable Rate shall apply during the period commencing on the effective date of such change and
ending on the date immediately preceding the effective date of the next such change.




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If the rating system of Moody’s or S&P shall change, or if either such rating agency shall
cease to be in the business of rating corporate debt obligations or issuers, the Company and the
Lenders shall negotiate in good faith to amend this definition to reflect such changed rating
system or the unavailability of ratings from such rating agency and, pending the effectiveness of
any such amendment, the Applicable Rate shall be determined by reference to the Index Rating most
recently in effect prior to such change or cessation.




          (f) Section 2.14(b) of each of the Credit Agreements is amended to add the phrase “shall
become a Defaulting Lender or” immediately after the phrase “If any Lender” appearing at the
beginning thereof.




          (g) Section 2.23(b) of the Three-Year Facility Agreement is restated in its entirety as
follows:




               “(b) [Intentionally Omitted.]”



          (h) Article II of the Three-Year Facility Agreement is amended to add the following as a new
Section 2.26 thereto:





          SECTION 2.26. Defaulting Lenders. Notwithstanding any provision of this
Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following
provisions shall apply for so long as such Lender is a Defaulting Lender:




     (a) if any Letter of Credit Outstandings (excluding Letter of Credit
Outstandings in respect of any Several Letter of Credit so long as (i) neither the
Issuing Agent nor any Lender (other than the Defaulting Lender) has an obligation or
liability in respect of the Defaulting Lender’s obligation under such Several Letter
of Credit and (ii) the beneficiary under such Several Letter of Credit or any other
third party does not claim or otherwise assert in writing (which claim or assertion
is not withdrawn) that the Issuing Agent or any Lender (other than the Defaulting
Lender) has an obligation or liability in respect of the Defaulting Lender’s
obligation under such Several Letter of Credit) exist at the time a Lender is a
Defaulting Lender, the Company shall within one (1) Business Day
following notice by the Administrative Agent cash collateralize such Defaulting
Lender’s Letter of Credit Outstandings (as adjusted above) in accordance with the
procedures set forth in Section 2.10 for so long as such Letter of Credit
Outstandings are outstanding; and




     (b) no LC Issuer shall be required to issue, amend, extend or increase any
Letter of Credit unless it is satisfied that cash collateral will be provided by the
Company in accordance with (and to the extent required by) Section 2.26(a).



          (i) Section 5.01 of the Three-Year Facility Agreement is hereby amended to restate clause (i)
thereof in its entirety as follows:





     (i) Ratings Information. (i) Promptly after A.M. Best Company, Inc.
shall have announced a downgrade in the financial strength rating of Validus Re,
written notice of such rating change. (ii) Promptly after Moody’s or S&P shall have
announced a change in the Index Rating established or deemed to have been
established, written notice of such rating change.



          (j) Clause (ii) of Section 6.02 of each of the Credit Agreements is hereby replaced in its
entirety with the following:




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     “(ii) any Subsidiary may merge, consolidate or amalgamate with or into another
Person, if (x) such Subsidiary survives (or, in the case of an amalgamation,
continues immediately following) such merger, consolidation or amalgamation and (y)
immediately after giving effect to such merger, consolidation or amalgamation, no
Default or Event of Default shall have occurred and be continuing,”



          (k) Clause (a) of Section 6.02 of each of the Credit Agreements is hereby amended by inserting
a “(1)” at the beginning thereof and inserting the following at the end thereof:





     “and (2) such dispositions by IPC or any of its Subsidiaries of any of their
respective properties or assets to IPC or any of its other Subsidiaries”



          (l) Clause (e) of Section 6.02 of each of the Credit Agreements is hereby amended by adding
the following at the end of the parenthetical phrase contained therein: “or the IPC Facilities”.




          (m) Section 6.03(p) of the Three-Year Facility Agreement is hereby amended and restated in its
entirety to read as follows:





          “(p) (i) Liens created pursuant to the Five-Year Secured Letter of Credit Facility
(including the security documents thereunder) and (ii) Liens created to cash collateralize a
Defaulting Lender’s Letter of Credit Outstandings pursuant to Section 2.26 hereof;”



          (n) Section 6.12 of each of the Credit Agreements is amended by inserting the words “or the
IPC Facilities” at the end of clause (xiv) thereof.




          (o) Section 6.16 of each of the Credit Agreements is amended by deleting the word “and” at the
end of clause (f) thereof, replacing the period at the end of clause (g) thereof with “; and” and
inserting the following before the period:





          “(h) acquisition, by no later than January 31, 2010, by the Company, directly or
indirectly through one or more of its Subsidiaries, in a non-hostile acquisition of all or
substantially all of the outstanding common shares or assets of IPC whether through merger,
amalgamation, scheme of arrangement, share exchange, consolidation or otherwise or through a
tender or exchange offer followed by one of the foregoing (the “IPC Acquisition”)”.



          (p) In the event this Amendment is executed by each Lender, Section 1.01 of the Three-Year
Facility Agreement is amended to add the following definition thereto in appropriate alphabetical
order and replace the corresponding previously existing definition:





          “Required Lenders” means at any time Lenders having more than 50% of the
aggregate amount of the Commitments; provided that if the Total Commitment has been
terminated, then the Required Lenders means Lenders whose aggregate Credit Exposures exceed
50% of the Loan Exposure and the aggregate amount of Letter of Credit Outstandings at such
time; provided, further, that, so long as a Lender is a Defaulting Lender,
the Commitments and the Credit Exposures of such Lender shall not be included in determining
whether the Required Lenders have taken or may take any action hereunder (including any
consent to any amendment or waiver pursuant to Section 10.02); provided that any
waiver, amendment or modification requiring the consent of all Lenders or each affected
Lender which affects such Defaulting Lender differently than other affected Lenders shall
require the consent of such Defaulting Lender.



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          (q) In the event this Amendment is executed by each Lender, Section 1.01 of the Five-Year
Facility Agreement is amended to add the following definition thereto in appropriate alphabetical
order and replace the corresponding previously existing definition:





          “Required Lenders” means at any time Lenders having more than 50% of the
aggregate amount of the Commitments; provided that if the Total Commitment has been
terminated, then the Required Lenders means Lenders whose Letter of Credit Outstandings
exceed 50% of the aggregate amount of Letter of Credit Outstandings at such time;
provided, further, that, so long as a Lender is a Defaulting Lender, the
Commitments and the Letter of Credit Outstandings of such Lender shall not be included in
determining whether the Required Lenders have taken or may take any action hereunder
(including any consent to any amendment or waiver pursuant to Section 10.02);
provided that any waiver, amendment or modification requiring the consent of all
Lenders or each affected Lender which affects such Defaulting Lender differently than other
affected Lenders shall require the consent of such Defaulting Lender.



          (r) In the event this Amendment is executed by each Lender, Section 2.11 of each of the Credit
Agreements is hereby amended to insert a new clause (f) therein immediately following clause (e)
thereof as follows:





          (f) Notwithstanding anything to the contrary in this Section 2.11, for so long as a
Lender is a Defaulting Lender, no fees hereunder shall accrue or be payable to such Lender
until such Lender ceases to be a Defaulting Lender.



          SECTION 3. Representations and Warranties. Each Account Party hereby represents and
warrants to the Lenders that as of the Second Amendment Effective Date and after giving effect
hereto:





     (a) this Amendment has been duly authorized, executed and delivered by such Account
Party, and each of this Amendment and the Credit Agreements (each as amended hereby)
constitute such Account Party’s legal, valid and binding obligation, enforceable against it
in accordance with its terms,




     (b) no Default or Event of Default has occurred and is continuing,




     (c) all representations and warranties of such Account Party contained in each of the
Credit Agreements (each as amended hereby) and the other Loan Documents (excluding those set
forth in Section 3.09(b) of each of the Credit Agreements) are true and correct in all
material respects on and as of the date hereof (except with respect to representations and
warranties expressly made only as of an earlier date, which representations were true and
correct in all material respects as of such earlier date), and




     (d) Validus Re and IPCRe Limited and each other Regulated Insurance Company that is
material to the Company and its Subsidiaries, taken as a whole, has in effect a current
financial strength rating of no less than “A-” from A.M. Best Company, Inc. (or its
successor) to the extent rated by A.M. Best Company, Inc.



          SECTION 4. Effectiveness. This Amendment shall become effective, with respect to
each Credit Agreement, as of the first date (the “Second Amendment Effective Date”) on
which the following conditions are satisfied: (i) the IPC Acquisition shall be consummated (or, in
the event the IPC Acquisition consists initially of a tender offer or exchange offer, such tender
offer or exchange offer shall be consummated), (ii) the Syndication Agent shall have received
counterparts hereof duly executed and




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delivered by each of the Account Parties and the Required Lenders as defined in such Credit
Agreement (provided that, for the avoidance of doubt, the amendments to the Credit Agreements set
forth in clauses (p), (q) and (r) hereof shall not be effective unless each of the Lenders has
delivered an executed counterpart hereof) and (iii) the Company shall have paid to the Syndication
Agent (or its affiliate) (a) a fee for the account of each Lender that consents to this Amendment
at or prior to 5:00 p.m., New York City time, on July 23, 2009 (or such later date and time
specified by the Company and notified in writing by the Administrative Agent to the Lenders) (such
Lender, a “Consenting Lender”) in an amount equal to 0.125% of such Lender’s Commitment
under such Credit Agreement on the Second Amendment Effective Date and (b) the other fees and
expenses payable under Section 6 hereof (in the case of expenses, to the extent invoiced prior to
the Second Amendment Effective Date).




          SECTION 5. Effect of Amendment. Except as expressly set forth herein, this Amendment
shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect
the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreements or
any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit Agreements or any other
Loan Document, all of which are ratified and affirmed in all respects and shall continue in full
force and effect. Nothing herein shall be deemed to entitle any Account Party to a consent to, or
a waiver, amendment, modification or other change of, any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreements or any other Loan Document in similar or
different circumstances. This Amendment shall apply and be effective only with respect to the
provisions of the Credit Agreements specifically referred to herein. This Amendment shall
constitute a Loan Document. All representations and warranties made by each Account Party herein
shall be deemed made under the Credit Agreements with the same force and effect as if set forth in
full therein. On and after the Second Amendment Effective Date, any reference to the Credit
Agreements contained in the Loan Documents shall mean the Credit Agreements as modified hereby.




          SECTION 6. Expenses. The Account Parties agree to pay and reimburse the Syndication
Agent (and its applicable affiliates) for its separately agreed upon fees and reasonable
out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges
and disbursements of counsel.




          SECTION 7. Governing Law; Counterparts. (a) This Amendment and the rights and
obligations of the parties hereto shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York.




          (b) This Amendment may be executed by one or more of the parties to this Amendment on any
number of separate counterparts, and all of such counterparts taken together shall be deemed to
constitute one and the same instrument. This Amendment may be delivered by facsimile or other
electronic imaging means of the relevant executed signature pages hereof.




          SECTION 8. Effect of Assignments. If any Consenting Lender shall assign any of its
Commitments or Loans before the occurrence of the Second Amendment Effective Date, it shall, upon
effecting such assignment, cause the assignee of such Commitments or Loans to deliver an executed
counterpart to this Amendment to the Syndication Agent and the Company in respect of all such
Commitments and Loans. The Consenting Lender may, at its option, give written instructions to the
Syndication Agent, upon effecting such assignment, that such assignee is to be paid any fee owing
to such Consenting Lender under Section 4(iii) hereof on the Second Amendment Effective Date, and
the Company shall have discharged all obligations to pay such fee to such Consenting Lender if such
fee is so paid to such assignee. No assignment in violation of the first sentence of this Section
8 shall be effective.




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          SECTION 9. Headings. The headings of this Amendment are for purposes of reference
only and shall not limit or otherwise affect the meaning hereof.




[Signature Pages Follow]





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




	 	 	 	 	 
	 	VALIDUS HOLDINGS, LTD.

 	 
	 	By:  	/s/
Joseph E. (Jeff) Consolino	 
	 	 	Name:  	
Joseph E. (Jeff) Consolino	 
	 	 	Title:  	Executive Vice President & Chief Financial
Officer	 
	 
	 
	 	VALIDUS REINSURANCE, LTD.

 	 
	 	By:  	/s/
Joseph E. (Jeff) Consolino	 
	 	 	Name:  	
Joseph E. (Jeff) Consolino	 
	 	 	Title:  	Chief Financial Officer & Director	 
	 







 









 








	 	 	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

AS LC ISSUER, ADMINISTRATIVE AGENT AND A LENDER,	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ Mark M. Cisz	 	 
	 

	 	 	 	 	 	 

Name:  Mark M. Cisz
	 	 
	 

	 	 	 	 	 	Title: Executive Director	 	









 


 








 






	 	 	 	 	 	 	 
	 	 	DEUTSCHE BANK AG NEW YORK BRANCH,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Melissa A. Curry	 	 
	 

	 	Name:
	 	 

Melissa A. Curry	 	 
	 

	 	Title:	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ John S. McGill	 	 
	 

	 	Name:
	 	 

John S. McGill	 	 
	 

	 	Title:	 	Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON

(formerly known as The Bank of New York),	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Lizanne T. Eberle	 	 
	 

	 	Name:
	 	 

Lizanne T. Eberle	 	 
	 

	 	Title:	 	Managing Director	 	 






 









 





	 	 	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Charles Kornberger	 	 
	 

	 	Name:
	 	 

Charles Kornberger	 	 
	 

	 	Title:	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Walter Jay Buckley	 	 
	 

	 	Name:
	 	 

Walter Jay Buckley	 	 
	 

	 	Title:	 	Managing Director	 	 






 









 





	 	 	 	 	 	 	 
	 	 	ING BANK N.V., LONDON BRANCH,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ N. J. Marchant	 	 
	 

	 	Name:
	 	 

N. J. Marchant	 	 
	 

	 	Title:	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Geraldine P. Kelly	 	 
	 

	 	Name:
	 	 

Geraldine P. Kelly	 	 
	 

	 	Title:	 	Managing Director	 	 






 









 





	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Karen Hanke	 	 
	 

	 	Name:
	 	Karen Hanke

	 	 
	 

	 	Title:	 	Director	 	 









 









 





	 	 	 	 	 	 	 
	 	 	ABN AMRO BANK N.V.,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Nancy Beebe	 	 
	 

	 	Name:
	 	 

Nancy Beebe	 	 
	 

	 	Title:	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Andrew C. Salerno	 	 
	 

	 	Name:
	 	 

Andrew C. Salerno	 	 
	 

	 	Title:	 	Director	 	 






 









 





	 	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ David Mahmood	 	 
	 

	 	Name:
	 	David Mahmood

	 	 
	 

	 	Title:	 	Managing Director	 	 









 


 








 





	 	 	 	 	 	 	 
	 	 	COMERICA BANK,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Chatphet Saipetch	 	 
	 

	 	 
	 	 

	 	 
	 

	 	Name:
	 	Chatphet Saipetch
	 	 
	 

	 	Title:	 	Vice President	 	 






 









 





	 	 	 	 	 	 	 
	 	 	UBS LOAN FINANCE LLC,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Marie Haddad	 	 
	 

	 	 
	 	 

	 	 
	 

	 	Name:
	 	Marie Haddad
	 	 
	 

	 	Title:	 	Associate Director	 	 
	 
	 	 	 	 	 	 
	 
	 	 	UBS LOAN FINANCE LLC, 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Mary E. Evans	 	 
	 

	 	 
	 	 

	 	 
	 

	 	Name:
	 	Mary E. Evans
	 	 
	 

	 	Title:	 	Associate Director	 	 






 









 





	 	 	 	 	 	 	 
	 	 	BNP PARIBAS,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Riad Jafarov	 	 
	 

	 	 
	 	 

	 	 
	 

	 	Name:
	 	Riad Jafarov
	 	 
	 

	 	Title:	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Laurent Vanderzyppe	 	 
	 

	 	 
	 	 

	 	 
	 

	 	Name:
	 	Laurent Vanderzyppe
	 	 
	 

	 	Title:	 	Managing Director	 	 






 









 





	 	 	 	 	 	 	 
	 	 	HSBC BANK USA, NATIONAL ASSOCIATION,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Lawrence Karp	 	 
	 

	 	Name:
	 	Lawrence Karp

	 	 
	 

	 	Title:	 	Senior Vice President	 	 









 


 








 





	 	 	 	 	 	 	 
	 	 	LLOYDS TSB BANK PLC,

in its capacity as a Lender under the Three Year Facility Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Candi Obrentz	 	 
	 

	 	Name:
	 	Candi Obrentz

	 	 
	 

	 	Title:	 	Associate Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Shane Klein 	 	 
	 

	 	Name:
	 	Shane Klein

	 	 
	 

	 	Title:	 	Director