exv10w1



 





Exhibit 10.1




AMENDMENT NO. 2 TO THE

CREDIT AGREEMENT




                                                                         
                                        Dated as of May 24, 2007




          AMENDMENT NO. 2 TO THE CREDIT AGREEMENT among Goodrich Corporation, a New York corporation
(the “Company”), Goodrich FSC, Inc., a Barbados corporation (the “Designated
Subsidiary” and together with the Company, the “Borrowers”), the banks, financial
institutions and other institutional lenders parties to the Credit Agreement referred to below
(collectively, the “Lenders”) and Citibank, N.A., as agent (the “Agent”) for the
Lenders.




          PRELIMINARY STATEMENTS:




          (1) The Company, the Designated Subsidiary, the Lenders and the Agent have entered into a Five
Year Credit Agreement dated as of May 25, 2005, a letter amendment thereto dated as of December 1,
2006 and a letter waiver thereto dated as of December 15, 2005 (such Credit Agreement, as so
amended or otherwise modified through the date hereof, the “Credit Agreement”).
Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in
the Credit Agreement.




          (2) The Borrowers and the Lenders have agreed to amend the Credit Agreement as hereinafter set
forth.




          SECTION 1. Amendments to Credit Agreement. The Credit Agreement is, effective as of
the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2,
hereby amended as follows:





     (a) The definition of “Applicable Margin” in Section 1.01 is amended by
replacing the grid contained therein with the following:



	 	 	 	 	 
	Public Debt Rating	 	Applicable Margin for
	S&P/Moody’s/ Fitch	 	Eurocurrency Rate Advances
	Level 1
A / A2 / A
	 	 	0.190	%
	Level 2
A- / A3 / A-
	 	 	0.230	%
	Level 3
BBB+ / Baa1 / BBB+
	 	 	0.270	%
	Level 4
BBB / Baa2 / BBB
	 	 	0.350	%
	Level 5
BBB- / Baa3 / BBB-
	 	 	0.425	%
	Level 6
Lower than Level 5
	 	 	0.600	%







     (b) The definition of “Applicable Percentage” in Section 1.01 is amended by
replacing the grid contained therein with the following:



 









 





	 	 	 	 	 
	Public Debt Rating	 	 
	S&P/Moody’s/ Fitch	 	Applicable Percentage
	Level 1
A / A2 / A
	 	 	0.060	%
	Level 2
A- / A3 / A-
	 	 	0.070	%
	Level 3
BBB+ / Baa1 / BBB+
	 	 	0.080	%
	Level 4
BBB / Baa2 / BBB
	 	 	0.100	%
	Level 5
BBB- / Baa3 / BBB-
	 	 	0.125	%
	Level 6
Lower than Level 5
	 	 	0.175	%







     (c) The definition of “Applicable Utilization Fee” in Section 1.01 is amended
by replacing the grid contained therein with the following:



	 	 	 	 	 
	Public Debt Rating	 	Applicable Utilization
	S&P/Moody’s/ Fitch	 	Fee
	Level 1
A / A2 / A
	 	 	0.050	%
	Level 2
A- / A3 / A-
	 	 	0.050	%
	Level 3
BBB+ / Baa1 / BBB+
	 	 	0.050	%
	Level 4
BBB / Baa2 / BBB
	 	 	0.050	%
	Level 5
BBB- / Baa3 / BBB-
	 	 	0.125	%
	Level 6
Lower than Level 5
	 	 	0.125	%







     (d) The definition of “Letter of Credit Commitment” in Section 1.01 is amended
by replacing the phrase “on the signature pages hereto” with the phrase “on Schedule I
hereto”:




     (e) The definition of “Public Debt Rating” in Section 1.01 is amended in full
to read as follows:




     “Public Debt Rating” means, as of any date, the rating that has been most
recently announced (or, as provided in clause (b) below, an implied rating) by any of S&P,
Moody’s or Fitch, as the case may be, for any class of non-credit enhanced long-term senior
unsecured debt issued by the Company or, if any such rating agency has issued more than one
such rating, the lowest of such ratings issued by such rating agency. For purposes of the
foregoing, (a) if only one of S&P, Moody’s and Fitch shall have in effect a Public Debt
Rating, the Applicable Margin, the Applicable Percentage and the Applicable Utilization Fee
shall be determined by reference to the available rating; (b) if none of S&P, Moody’s or
Fitch shall have in effect a Public Debt Rating, the Company shall within 45 days obtain an
implied rating from S&P, Moody’s or Fitch
of the Company’s obligations under this Agreement and, if such implied rating is not
obtained



2









 







within such period, the Applicable Margin, the Applicable Percentage and the
Applicable Utilization Fee will be set in accordance with Level 6 under the definition of
“Applicable Margin”, “Applicable Percentage” or “Applicable Utilization
Fee”, as the case may be; (c) if the ratings established by S&P, Moody’s and Fitch shall
fall within two different levels, the Applicable Margin, the Applicable Percentage and the
Applicable Utilization Fee shall be based upon the rating established by two of the three
rating agencies, (d) if the ratings established by S&P, Moody’s and Fitch shall fall within
three different levels, the Applicable Margin, the Applicable Percentage and the Applicable
Utilization Fee shall be based upon the middle rating; (e) if any rating established by S&P,
Moody’s or Fitch shall be changed, such change shall be effective as of the date on which
such change is first announced publicly by the rating agency making such change; and (f) if
S&P, Moody’s or Fitch shall change the basis on which ratings are established, each
reference to the Public Debt Rating announced by S&P, Moody’s or Fitch, as the case may be,
shall refer to the then equivalent rating by S&P, Moody’s or Fitch, as the case may be.




     (f) The definition of “Revolving Credit Commitment” in Section 1.01 is amended
by replacing the phrase “on the signature pages hereto” with the phrase “on Schedule I
hereto”:




     (g) The definition of “Termination Date” in Section 1.01 is amended by
replacing the date “May 25, 2010” with the date “May 25, 2012”:




     (h) Section 2.20(a) is amended by replacing the phrase “first and/or second
anniversary” with the phrase “any anniversary”.




     (i) Section 4.01(c) is amended (i) by replacing the date “December 31, 2004” with the
date “December 31, 2006” in each place such date appears and (ii) by replacing the date
“March 31, 2005” with the date “March 31, 2007” in each place such date appears.




     (j) Section 4.01(c)(ii) is further amended by replacing the phrase “the Effective Date”
with the phrase “May 24, 2007”.




     (k) Section 4.01(d) is amended by replacing the phrase “the Effective Date” with the
phrase “May 24, 2007”.




     (l) Section 4.01(m) is deleted in full.




     (m) Section 9.12(a) is amended in full to read as follows:




     SECTION 9.12. Designated Subsidiaries. (a) Designation. The Company
may at any time, and from time to time, upon not less than five Business Days’ notice in the
case of any Subsidiary so designated after the Effective Date, notify the Agent that the
Company intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this
Agreement. On or after the date that is five Business Days after such notice, upon delivery
to the Agent and each Lender of a Designation Letter duly executed by the Company and the
respective Subsidiary and substantially in the form of Exhibit E hereto, such Subsidiary
shall thereupon become a “Designated Subsidiary” for all purposes of this Agreement,
and, upon fulfillment of the applicable conditions set forth in Section 3.02 and after such
Designation Letter is accepted by the Agent, such Subsidiary shall thereupon become a
Designated Subsidiary for all purposes of this Agreement and, as such, shall have all of the
right s and obligations of a Borrower hereunder. The Agent shall promptly notify each
Lender of the Company’s notice of such pending
designation by the Company and the identity of the respective Subsidiary. Following
the giving



3









 







of any notice pursuant to this Section 9.07(a), if the designation of such
Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer”
or similar identification procedures in circumstances where the necessary information is not
already available to it, the Company shall, promptly upon the request of the Agent or any
Lender, supply such documentation and other evidence as is reasonably requested by the Agent
or any Lender in order for the Agent or such Lender to carry out and be satisfied it has
complied with the results of all necessary “know your customer” or other similar checks
under all applicable laws and regulations.




     If the Company shall designate as a Designated Subsidiary hereunder any Subsidiary not
organized under the laws of the United States or any State thereof, any Lender may, with
notice to the Agent and the Company, fulfill its Commitment by causing an Affiliate of such
Lender to act as the Lender in respect of such Designated Subsidiary (and such Lender shall,
to the extent of Advances made to and participations in Letters of Credit issued for the
account of such Designated Subsidiary, be deemed for all purposes hereof to have pro tanto
assigned such Advances and participations to such Affiliate in compliance with the
provisions of Section 9.06).




     As soon as practicable after receiving notice from the Company or the Agent of the
Company’s intent to designate a Subsidiary as a Designated Borrower, and in any event no
later than five Business Days after the delivery of such notice, for a Designated Subsidiary
that is organized under the laws of a jurisdiction other than of the United States or a
political subdivision thereof, any Lender that may not legally lend to, establish credit for
the account of and/or do any business whatsoever with such Designated Subsidiary directly or
through an Affiliate of such Lender as provided in the immediately preceding paragraph (a
“Protesting Lender”) shall so notify the Company and the Agent in writing. With
respect to each Protesting Lender, the Company shall, effective on or before the date that
such Designated Subsidiary shall have the right to borrow hereunder, either (A) notify the
Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be
terminated; provided that such Protesting Lender shall have received payment of an
amount equal to the outstanding principal of its Advances and/or Letter of Credit
reimbursement obligations, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Company or the relevant Designated Subsidiary (in the case
of all other amounts), or (B) cancel its request to designate such Subsidiary as a
“Designated Subsidiary” hereunder.




     (n) Schedule I is amended in full to read as Schedule I attached hereto.



          SECTION 2. Conditions of Effectiveness. This Amendment shall become effective as of
the date first above written when, and only when (a) the Agent shall have received counterparts of
this Amendment executed by each Borrower and all of the Lenders or, as to any of the Lenders,
advice satisfactory to the Agent that such Lender has executed this Amendment and (b) the Agent
shall have additionally received all of the following documents, each such document (unless
otherwise specified) dated the date of receipt thereof by the Agent (unless otherwise specified)
and in sufficient copies for each Lender, in form and substance satisfactory to the Agent and in
sufficient copies for each Lender:





     (i) Certified copies of the resolutions of the Board of Directors of the Company
approving this Amendment, and of all documents evidencing other necessary corporate action
and governmental approvals, if any, with respect to this Amendment.



4









 






     (ii) A certificate of the Secretary or an Assistant Secretary of the Company certifying
the names and true signatures of the officers of the Company authorized to sign this
Amendment and the other documents to be delivered hereunder.




     (iii) A favorable opinion of the General Counsel for the Company and of Jones Day,
special counsel for the Company, substantially in the form of Exhibits F-1 and F-2 to the
Credit Agreement, respectively, and as to such other matters as any Lender through the Agent
may reasonably request.




     (iv) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and
substance satisfactory to the Agent.




     This Amendment is subject to the provisions of Section 9.01 of the Credit Agreement.



          SECTION 3. Representations and Warranties of the Company The Company represents and
warrants as follows:





     (a) the representations and warranties contained in Section 4.01 of the Credit
Agreement, as amended hereby are correct on and as of the date hereof (except to the extent
that any expressly relate to any earlier date), as though made on and as of the date hereof,
and




     (b) no event has occurred and is continuing that constitutes a Default.



          SECTION 4. Reference to and Effect on the Credit Agreement and the Notes. (a) On and
after the effectiveness of this Amendment, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and
each reference in the Notes to “the Credit Agreement”, “thereunder”, “thereof” or words of like
import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as
amended by this Amendment.




          (b) The Credit Agreement and the Notes, as specifically amended by this Amendment, are and
shall continue to be in full force and effect and are hereby in all respects ratified and
confirmed.




          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under
the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.




          SECTION 5. Costs and Expenses The Company agrees to pay on demand all costs and
expenses of the Agent in connection with the preparation, execution, delivery and administration,
modification and amendment of this Amendment and the other instruments and documents to be
delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for
the Agent) in accordance with the terms of Section 9.04 of the Credit Agreement.




          SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement. Delivery of an
executed counterpart of a signature page to this Amendment by telecopier shall be effective as
delivery of a manually executed counterpart of this Amendment.




5









 








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




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




	 	 	 	 	 	 	 
	 	 	GOODRICH CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GOODRICH FSC, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK, N.A.,	 	 
	 	 	as Agent and as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MERRILL LYNCH BANK USA	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 
 

	 	 
	 

	 	Title:	 	 	 	 






6









 






	 	 	 	 	 	 	 
	 	 	BANK OF MONTREAL	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	DEUTSCHE BANK AG NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MELLON BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ROYAL BANK OF SCOTLAND PLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 
 

	 	 
	 

	 	Title:	 	 	 	 






7









 






	 	 	 	 	 	 	 
	 	 	UBS LOAN FINANCE LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 
 

	 	 
	 

	 	Title:	 	 	 	 






	 	 	 	 	 
	The undersigned acknowledges and
agrees to the restatement of
Schedule I
to the Credit Agreement in the form
attached hereto as Schedule I	 	 
	 
	 	 	 	 
	NATIONAL CITY BANK	 	 
	 
	 	 	 	 
	By

	 	 
 

	 	 
	Title:
	 	 	 	 







8









 





SCHEDULE I

GOODRICH CORPORATION

FIVE YEAR CREDIT AGREEMENT

APPLICABLE LENDING OFFICES




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of Initial Lender	 	Revolving
Credit
Commitment	 	Letter
of Credit 
Commitment	 	Domestic Lending Office	 	Eurodollar Lending Office
	Bank of America, N.A.
	 	$	46,000,000	 	 	$	100,000,000	 	 	One Independence Center	 	One Independence Center
	 
	 	 	 	 	 	 	 	 	 	NC1-001-1503	 	NC1-001-1503
	 
	 	 	 	 	 	 	 	 	 	Charlotte, NC  28255	 	Charlotte, NC  28255
	 
	 	 	 	 	 	 	 	 	 	Attn:  Credit Services	 	Attn:  Credit Services
	 
	 	 	 	 	 	 	 	 	 	T:  704 386-9875	 	T:  704 386-9875
	 
	 	 	 	 	 	 	 	 	 	F:  704 404-0069	 	F:  704 404-0069
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	BMO Capital
Markets
	 	$	38,000,000	 	 	 	 	 	 	115 South LaSalle Street	 	115 South LaSalle Street
	Financing,
Inc.
	 	 	 	 	 	 	 	 	 	Chicago, IL  60603	 	Chicago, IL  60603
	 
	 	 	 	 	 	 	 	 	 	Attn:  Betty Rutherford	 	Attn:  Betty Rutherford
	 
	 	 	 	 	 	 	 	 	 	T:  312 750-3885	 	T:  312 750-3885
	 
	 	 	 	 	 	 	 	 	 	F:  312 750-4345	 	F:  312 750-4345
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	The Bank of New York
	 	$	19,000,000	 	 	 	 	 	 	One Wall Street	 	One Wall Street
	 
	 	 	 	 	 	 	 	 	 	New York, NY  10286	 	New York, NY  10286
	 
	 	 	 	 	 	 	 	 	 	Attn:  Larry Geter	 	Attn:  Larry Geter
	 
	 	 	 	 	 	 	 	 	 	T:  212 635-6734	 	T:  212 635-6734
	 
	 	 	 	 	 	 	 	 	 	F:  212 635-6399	 	F:  212 635-6399
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Calyon New York Branch
	 	$	38,000,000	 	 	 	 	 	 	1301 Avenue of the Americas	 	1301 Avenue of the Americas
	 
	 	 	 	 	 	 	 	 	 	New York, NY  10019	 	New York, NY  10019
	 
	 	 	 	 	 	 	 	 	 	Attn:  Yuri Muzichenko	 	Attn:  Yuri Muzichenko
	 
	 	 	 	 	 	 	 	 	 	T:  212 261-7311	 	T:  212 261-7311
	 
	 	 	 	 	 	 	 	 	 	F:  212 459-3179	 	F:  212 459-3179
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Citibank, N.A.
	 	$	50,000,000	 	 	$	100,000,000	 	 	Two Penns Way	 	Two Penns Way
	 
	 	 	 	 	 	 	 	 	 	New Castle, DE  19720	 	New Castle, DE  19720
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Credit Suisse
	 	$	38,000,000	 	 	 	 	 	 	11 Madison Avenue	 	11 Madison Avenue
	 
	 	 	 	 	 	 	 	 	 	New York, NY  10010	 	New York, NY  10010
	 
	 	 	 	 	 	 	 	 	 	Attn:  Ed Markowski	 	Attn:  Ed Markowski
	 
	 	 	 	 	 	 	 	 	 	T:  212 538-3380	 	T:  212 538-3380
	 
	 	 	 	 	 	 	 	 	 	F:  212 538-3477	 	F:  212 538-3477
	 
	 	 	 	 	 	 	 	 	 	 	 	 






 









 










	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Revolving Credit	 	Letter of Credit	 	 	 	 
	Name of Initial Lender	 	Commitment	 	Commitment	 	Domestic Lending Office	 	Eurodollar Lending Office
	Deutsche Bank AG 
	 	$	38,000,000	 	 	 	 	 	 	60 Wall  Street	 	60 Wall  Street
	New York Branch
	 	 	 	 	 	 	 	 	 	New York, NY  10005	 	New York, NY  10005
	 
	 	 	 	 	 	 	 	 	 	Attn:  Chun Cheng	 	Attn:  Chun Cheng
	 	 	 	 	 	 	 	 	 	 	T:  201 593-2162	 	T:  201 593-2162
	 	 	 	 	 	 	 	 	 	 	F:  201 593-2313	 	F:  201 593-2313
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.
	 	$	46,000,000	 	 	 	 	 	 	1111 Fannin St., Floor 10	 	1111 Fannin St., Floor 10
	 
	 	 	 	 	 	 	 	 	 	Houston, TX  77002	 	Houston, TX  77002
	 
	 	 	 	 	 	 	 	 	 	Attn:  Glenn F. Hector	 	Attn:  Glenn F. Hector
	 
	 	 	 	 	 	 	 	 	 	T:  713 750-7910	 	T:  713 750-7910
	 	 	 	 	 	 	 	 	 	 	F:  713 750-2938	 	F:  713 750-2938
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Mellon Bank, N.A.
	 	$	19,000,000	 	 	 	 	 	 	Three Mellon Center, Room 1203	 	Three Mellon Center, Room 1203
	 
	 	 	 	 	 	 	 	 	 	Pittsburgh, PA  15259	 	Pittsburgh, PA  15259
	 
	 	 	 	 	 	 	 	 	 	Attn:  Roxanne Gray	 	Attn:  Roxanne Gray
	 
	 	 	 	 	 	 	 	 	 	T:  412 234-4769	 	T:  412 234-4769
	 	 	 	 	 	 	 	 	 	 	F:  412 209-6125	 	F:  412 209-6125
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Merrill Lynch Bank USA
	 	$	46,000,000	 	 	 	 	 	 	15 W. South Temple, Ste. 300	 	15 W. South Temple, Ste. 300
	 
	 	 	 	 	 	 	 	 	 	Salt Lake City, UT  84101	 	Salt Lake City, UT  84101
	 
	 	 	 	 	 	 	 	 	 	Attn:  Julie Young	 	Attn:  Julie Young
	 
	 	 	 	 	 	 	 	 	 	T:  801 526-8331	 	T:  801 526-8331
	 	 	 	 	 	 	 	 	 	 	F:  801 359-4667	 	F:  801 359-4667
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	The Royal Bank of
	 	$	38,000,000	 	 	 	 	 	 	101 Park Avenue, 12th Floor	 	101 Park Avenue, 12th Floor
	Scotland Plc
	 	 	 	 	 	 	 	 	 	New York, NY  10178	 	New York, NY  10178
	 
	 	 	 	 	 	 	 	 	 	Attn:  Julie Strelchenko	 	Attn:  Julie Strelchenko
	 	 	 	 	 	 	 	 	 	 	T:  212 401-1404	 	T:  212 401-1404
	 	 	 	 	 	 	 	 	 	 	F:  212 401-1336	 	F:  212 401-1336
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	UBS Loan Finance LLC
	 	$	38,000,000	 	 	 	 	 	 	677 Washington Boulevard	 	677 Washington Boulevard
	 
	 	 	 	 	 	 	 	 	 	Stamford, CT 06901	 	Stamford, CT 06901
	 
	 	 	 	 	 	 	 	 	 	Attn:  Shaneequa Thomas	 	Attn:  Shaneequa Thomas
	 
	 	 	 	 	 	 	 	 	 	T:  203 719-3385	 	T:  203 719-3385
	 	 	 	 	 	 	 	 	 	 	F:  203 719-3888	 	F:  203 719-3888
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Wachovia Bank, National
	 	$	46,000,000	 	 	 	 	 	 	301 South College Street	 	301 South College Street
	Association
	 	 	 	 	 	 	 	 	 	NC5562	 	NC5562
	 
	 	 	 	 	 	 	 	 	 	Charlotte, NC 28288	 	Charlotte, NC 28288
	 
	 	 	 	 	 	 	 	 	 	Attn:  Patrick Phelan	 	Attn:  Patrick Phelan
	 	 	 	 	 	 	 	 	 	 	T:  704 374-7115	 	T:  704 374-7115
	 	 	 	 	 	 	 	 	 	 	F:  704 374-4793	 	F:  704 374-4793
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total:
	 	$	500,000,000	 	 	$	200,000,000