EX-4.1



 





Exhibit 4.1




SECOND AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT




     This Second Amendment to Seventh Amended and Restated Credit Agreement (this “Amendment”) is
made as of this 7th day of December, 2007 by and among Developers Diversified Realty Corporation, a
corporation organized under the laws of the State of Ohio, and DDR PR Ventures LLC, S.E.
(collectively, the “Borrower”), JPMorgan Chase Bank, N.A., not individually, but as “Administrative
Agent”, and the several banks, financial institutions and other entities from time to time parties
to the Credit Agreement described below (the “Lenders”).



RECITALS




     A. Borrower, Administrative Agent, and the Lenders are parties to a Seventh Amended and
Restated Credit Agreement dated as of June 29, 2006, as amended by First Amendment to Seventh
Amended and Restated Credit Agreement dated as of March 30, 2007 (the “Credit Agreement”). All
capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings
ascribed to such terms in the Credit Agreement.



     B. Borrower has requested changes to certain terms in the Credit Agreement as set forth herein
and the Lenders have agreed to such changes.



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



AMENDMENTS




     1. The foregoing recitals to this Amendment are incorporated into and made part of this
Amendment.



     2. The following definitions in Section 1.1 of the Credit Agreement are hereby amended
and restated to read as follows:



     “Consolidated Capitalization Value” means, as of any date, an amount equal to the sum of (i)
Consolidated Cash Flow for the most recent period of two consecutive fiscal quarters for which the
Borrower has reported results (excluding any portion of Consolidated Cash Flow attributable to:
(A) Assets Under Development, (B) Acquisition Assets and (C) Mezzanine Debt Investments)
multiplied by two, and divided by 0.0750, plus (ii) total gains on sales,
net of expenses, of merchant building activities for the most recent period of four (4) consecutive
fiscal quarters, divided by .1250, provided that the amount added to Consolidated Capitalization
Value pursuant to this clause (ii) shall not exceed 5% of the total Consolidated Capitalization
Value plus (iii) Acquisition Assets valued at the higher of their acquisition cost or
capitalization value, such value to be calculated by dividing (x) the Net Operating Income for such
Acquisition Assets for the most recent period of two (2) consecutive fiscal quarters for which the
Borrower has reported results multiplied by two (2), by (y) .0750, provided that once an
Acquisition Asset is valued by capitalizing Net Operating Income, that Acquisition Asset can no
longer be valued using its acquisition cost.



 









 





     “Consolidated Market Value” means, as of any date, an amount equal to the sum of (a) the
Consolidated Capitalization Value as of such date, plus (b) the value of Unrestricted Cash
and Cash Equivalents, plus (c) the lesser of (i) the value of Assets Under Development, or
(ii) ten percent (10%) of the Consolidated Capitalization Value plus (d) the lesser of (i)
100% of the then-current value under GAAP of all First Mortgage Receivables or (ii) five percent
(5%) of the Consolidated Capitalization Value, plus (e) the lesser of (i) 100% of the
then-current book value, as determined in accordance with GAAP, of Developable Land, or (ii) 5% of
total Consolidated Capitalization Value plus (f) cash from like-kind exchanges on deposit
with a qualified intermediary (provided that the amount included in Consolidated Market Value
pursuant to this clause (f) shall not exceed 10% of the Consolidated Capitalization Value),
plus (g) the value of Mezzanine Debt Investments that are not more than ninety (90) days
past due determined in accordance with GAAP (provided that the amount included in Consolidated
Market Value for Mezzanine Debt Investments pursuant to this clause (g) shall not exceed 7% of the
Consolidated Capitalization Value).



     “First Mortgage Receivable” means any Indebtedness owing to a member of the Consolidated Group
which is secured by a first-priority mortgage or deed of trust on commercial real estate having a
value in excess of the amount of such Indebtedness and which has been designated by the Borrower as
a “First Mortgage Receivable” in its most recent compliance certificate; provided, however, that
(i) any such Indebtedness owed by an Investment Affiliate shall be reduced by the Consolidated
Group Pro Rata Share of such Indebtedness, and (ii) any such Indebtedness owed by a member of the
Consolidated Group shall be reduced by the Consolidated Group’s pro rata share of such
Indebtedness.



     “Value of Unencumbered Assets” means, as of any date, the sum of:



     (A) the amount determined by dividing the Net Operating Income for each Project which is an
Unencumbered Asset (excluding the Net Operating Income for any Acquisition Asset which is an
Unencumbered Asset) as of such date for a calculation period which shall be either the immediately
preceding two (2) full fiscal quarters or, if so requested by Borrower or the Administrative Agent,
the one (1) immediately preceding full fiscal quarter and the then current partial quarter (in all
cases as annualized) by 0.0750 (provided that not more than fifteen percent (15%) of the Value of
Unencumbered Assets with respect to Projects shall be attributable to the value of those portions
of Unencumbered Assets which are ground leased by Borrower or one of its Subsidiaries, as lessee,
with a remaining term of less than 40 years including options, and provided further, that not more
than fifteen percent (15%) of the Value of Unencumbered Assets shall be attributable to
Unencumbered Assets not located in the United States or Puerto Rico), plus



     (B) cash from like-kind exchanges on deposit with a qualified intermediary, provided that the
aggregate amount added to the Value of Unencumbered Assets under this clause (B) shall not exceed
ten percent (10%) of the total Value of Unencumbered Assets, plus



     (C) the amount by which the value of Unrestricted Cash and Cash Equivalents exceeds
$10,000,000, plus



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     (D) the value of Assets Under Development which are Unencumbered Assets, provided that the
aggregate amount added to Value of Unencumbered Assets under this clause (D) shall not exceed ten
percent (10%) of the total Value of Unencumbered Assets, plus



     (E) the then-current value under GAAP of all First Mortgage Receivables (excluding the portion
of any First Mortgage Receivable for which the ratio of the principal balance of the loan to the
value of the Project securing repayment of such First Mortgage Receivable exceeds eighty-five
percent (85%); provided, however, that such ratio shall be determined (i) by Borrower in good faith
and (ii) at the time such First Mortgage Receivable is created) provided that the aggregate amount
added to Value of Unencumbered Assets under this clause (E) shall not exceed ten percent (10%) of
the total Value of Unencumbered Assets, plus



     (F) the then-current book value, as determined in accordance with GAAP, of Developable Land
which is an Unencumbered Asset, provided that the aggregate amount added to the Value of
Unencumbered Assets under this clause (F) shall not exceed five percent (5%) of the total Value of
Unencumbered Assets, plus



     (G) the amount determined by taking seventy five percent (75%) of the amount of Management
Fees received by the Borrower or a Wholly-Owned Subsidiary for a calculation period which shall be
either the immediately preceding two (2) full fiscal quarters or, if so requested by Borrower or
the Administrative Agent, the one (1) immediately preceding full fiscal quarter and the then
current partial quarter (in all cases as annualized) and dividing such amount by 0.20, plus



     (H) the value of each Acquisition Asset that is an Unencumbered Asset determined in the same
manner as is set forth in the definition of Consolidated Capitalization Value, plus



     (I) the value of Mezzanine Debt Investments that are not more than ninety (90) days past due
determined in accordance with GAAP, provided that the aggregate amount added to Value of
Unencumbered Assets under this clause (I) shall not exceed ten percent (10%) of the total Value of
Unencumbered Assets.



At no time shall the aggregate amount added to Value of Unencumbered Assets under clauses (B), (D),
(E), (F), (G) and (I) exceed twenty percent (20%) of the total Value of Unencumbered Assets,
provided that such percentage may be up to twenty-three percent (23%) for up to two quarters during
the term of the Facility. If a Project is no longer owned as of the date of determination, then no
value shall be included from such Project.



     “Qualified Global Currency” means (a) Dollars (borrowed in New York City), and Sterling,
Euros, Canadian dollars and Yen (borrowed in London), and (b) any other eurocurrency designated by
the Borrower with the consent of the Administrative Agent and each Global Revolving Lender.



     3. The definitions of “Assets Under Development” and “Equity Value” in Section 1.1 of
the Credit Agreement are amended by deleting the references to “0.0775” and inserting in lieu
thereof “0.0750”.



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     4. The following new definitions are hereby added to Section 1.1 of the Credit
Agreement in alphabetical order:



     “Convertible Debt Accounting Guidance” means any rule, regulation, pronouncement or other
guidance under GAAP in the United States, which specifically relates to the accounting for
convertible debt instruments that may be settled in cash upon conversion, and requires that the
accounting treatment of such instruments be modified to (i) bifurcate the instrument into an
indebtedness and an equity component, (ii) value each component of the instrument separately, and
(iii) recognize interest expense on the indebtedness component at a rate similar to a liability
instrument that does not have an equity component (which effectively represents a non-cash
adjustment to interest expense in excess of the stated interest rate on the instrument).



     “Mezzanine Debt Investments” mean any mezzanine or subordinated mortgage loans made by a
member of the Consolidated Group to entities that own commercial real estate or to the members,
partners, stockholders, etc. of such entities, which real estate has a value in excess of the
aggregate amount of such mezzanine debt and any senior debt encumbering such real estate and which
has been designated by the Borrower as a “Mezzanine Debt Investment” in its most recent compliance
certificate; provided, however, that (i) any such Indebtedness owed by an Investment Affiliate
shall be reduced by the Consolidated Group Pro Rata Share of such Indebtedness, and (ii) any such
Indebtedness owed by a member of the Consolidated Group shall be reduced by the Consolidated
Group’s pro rata share of such Indebtedness.



     5. The last grammatical paragraph of Section 2.1 of the Credit Agreement is hereby
amended to read as follows:



     The Domestic Revolving Commitments and/or the Global Revolving Commitments may be increased
from time to time by the addition of a new Lender or the increase of the Commitment of an existing
Lender with the consent of only the Borrower, the Administrative Agent, and the new or existing
Lender providing such additional Commitment so long as the Aggregate Commitment does not exceed
$1,400,000,000 less any voluntary reductions pursuant to this Section 2.1. Such increases
shall be evidenced by the execution and delivery of an Amendment Regarding Increase in the form of
Exhibit K attached hereto by the Borrower, the Administrative Agent and the new Lender or
existing Lender providing such additional Commitment, a copy of which shall be forwarded to each
Lender by the Administrative Agent promptly after execution thereof. On the effective date of each
such increase in the Domestic Revolving Commitments or Global Revolving Commitments, as the case
may be, the Borrower and the Administrative Agent shall cause the new or existing Lenders providing
such increase to hold its or their pro rata share of all ratable Borrowings outstanding at the
close of business on such day for such Class, by either funding more than its or their pro rata
share of new ratable Borrowings made on such date or purchasing shares of outstanding ratable Loans
held by the other Lenders or a combination thereof. The Lenders agree to cooperate in any required
sale and purchase of outstanding ratable Borrowings to achieve such result. Borrower agrees to pay
all fees associated with the increase in the Aggregate Commitment including any amounts due under
Section 3.4 in connection with any reallocation of Eurocurrency Borrowings. In no event
will such new or existing Lenders providing the increase be required to fund or purchase a portion
of any Competitive Bid Loan or Swingline Loan to comply with this Section on such date.



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     6. Exhibit K to the Credit Agreement is hereby replaced with the Exhibit K
attached hereto.



     7. Section 6.2 of the Credit Agreement is amended by inserting “, making Mezzanine
Debt Investments” after “the repayment of Indebtedness”.



     8. Section 6.14 of the Credit Agreement is amended by inserting a new clause (iii) as
follows:



     “(iii) Mezzanine Debt Investments;”



and renumbering the remaining clauses in Section 6.14.



     9. Section 6.18(vi) of the Credit Agreement is hereby amended to read as follows:



     (vi) the sum of (x) the Consolidated Group’s aggregate Investment in Developable Land,
Passive Non-Real Estate Investments, First Mortgage Receivables, Assets Under Development, and
Properties not located in the United States or Puerto Rico, plus (y) total gains on sales, net of
expenses, of merchant building activities for the most recent period of four (4) consecutive fiscal
quarters, divided by .1250, to exceed thirty percent (30%) of Consolidated Capitalization Value.
Developable Land, Passive Non-Real Estate Investments and First Mortgage Receivables will be valued
at the lower of acquisition cost or market value.



     10. Schedule 1 of the Credit Agreement is hereby deleted and replaced by the Schedule 1
attached to this Amendment. As provided in said Schedule 1, the aggregate amount of the Domestic
Revolving Commitments as of the date hereof is $900,000,000 and the aggregate amount of the Global
Revolving Commitments as of the date hereof is $300,000,000. Each party hereto agrees that so long
as the total Commitment of a Lender stays the same, the Domestic Revolving Commitment and the
Global Revolving Commitment of such Lender can be changed with the consent of only the Borrower,
Administrative Agent, and the affected Lender, and upon any such change, Schedule 1 shall be deemed
modified to reflect such change.



     11. Notwithstanding any provision contained in the Credit Agreement to the contrary, solely
for purposes of calculating any financial covenant required hereunder, such calculation shall
ignore the application of the Convertible Debt Accounting Guidance, if and to the extent otherwise
applicable to Borrower’s financial statements.



     12. Borrower hereby represents and warrants that:




	 	(a)	 	no Default or Unmatured Default exists under the Loan
Documents;
	 
	 	(b)	 	the Loan Documents are in full force and effect and Borrower
has no defenses or offsets to, or claims or counterclaims relating to, its
obligations under the Loan Documents;
	 
	 	(c)	 	there has been no material adverse change in the financial
condition of Borrower as shown in its September 30, 2007 financial statements;




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	 	(d)	 	Borrower has full corporate power and authority to execute this
Amendment and no consents are required for such execution other than any
consents which have already been obtained; and
	 
	 	(e)	 	all representations and warranties contained in Article
5 of the Credit Agreement are true and correct as of the date hereof and
all references therein to “the date of this Agreement” shall refer to “the date
of this Amendment.”





     13. Except as specifically modified hereby, the Credit Agreement is and remains unmodified and
in full force and effect and is hereby ratified and confirmed. All references in the Loan
Documents to the “Credit Agreement” henceforth shall be deemed to refer to the Credit Agreement as
amended by this Amendment.



     14. This Amendment may be executed in any number of counterparts, all of which taken together
shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing
any such counterpart. This Amendment shall be construed in accordance with the internal laws (and
not the law of conflicts) of the State of New York, but giving effect to federal laws applicable to
national banks.



     15. This Amendment shall become effective when it has been executed by Borrower,
Administrative Agent, and the Required Lenders, provided, however, that the change adding Canadian
dollars to the definition of Qualified Global Currency shall become effective only when such change
has been acknowledged by each of the Lenders in the Global Revolving Facility.



[Remainder of Page Intentionally Left Blank]




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          IN WITNESS WHEREOF, the Borrower, the Required Lenders and the Administrative Agent have
executed this Amendment as of the date first above written.




	 	 	 	 	 
	 	DEVELOPERS DIVERSIFIED REALTY CORPORATION

 	 
	 	By:  	/s/ David E. Weiss
 	 
	 	 	Print Name:  	 David E. Weiss 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	DDR PR VENTURES LLC, S.E.

 	 
	 	By:  	/s/ David E. Weiss
 	 
	 	 	Print Name:  	 David E. Weiss 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	3300 Enterprise Parkway

Beachwood, Ohio 44122

Phone: 216/755-5775

Facsimile: 216/755-1775

Attention: Chief Financial Officer




with a copy to:




3300 Enterprise Parkway

Beachwood, Ohio 44122

Phone: 216/755-5650

Facsimile: 216/755-1560

Attention: General Counsel

 	 



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	 	JPMORGAN CHASE BANK, N.A.,

Individually and as Administrative Agent

 	 
	 	By:  	/s/ Kimberly Turner
 	 
	 	 	Print Name:  	 Kimberly Turner 	 
	 	 	Title:  	Executive Director 	 
	 
	 	New York Administrative Office:



277 Park Avenue

Second Floor

New York, New York 10172

Phone: 212/622-8177

Facsimile: 646/534-0574

Attention: Kimberly Turner




London Administrative Office:



125 London Wall

London EC2Y 5AJ

Attention of Agency Department

 	 



ACKNOWLEDGEMENT:





     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the
definition of Qualified Global Currency under the Facility.



	 	 	 	 	 
	JPMORGAN CHASE BANK, N.A.

 	 	 
	By:  	/s/ Kimberly Turner
 	 	 
	 	Print Name:  	 Kimberly Turner 	 	 
	 	Title:  	Executive Director 	 	 



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	 	BANK OF AMERICA, N.A.,

Individually and as Syndication Agent

 	 
	 	By:  	/s/ Michael W. Edwards
 	 
	 	 	Print Name:  	 Michael W. Edwards 	 
	 	 	Title:  	Senior Vice President

	 	 	 	 	 
	 	
231 South LaSalle Street

Chicago, IL 60604

Phone:  312/828-5215

Facsimile:  312/974-4970

Attention:  Michael W. Edwards 	 
	 



ACKNOWLEDGEMENT:





     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the
definition of Qualified Global Currency under the Facility.



	 	 	 	 	 
	BANK OF AMERICA, N.A.

 	 	 
	By:  	/s/ Michael W. Edwards
 	 	 
	 	Print Name:  	 Michael W. Edwards 	 	 
	 	Title:  	Senior Vice President 	 	 



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	 	EUROHYPO AG, NEW YORK BRANCH

Individually and as Documentation Agent

 	 
	 	By:  	/s/  David Sarner
 	 
	 	 	Print Name:  	 David Sarner 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	and by:

 	 
	 	By:  	/s/  Stephen Cox
 	 
	 	 	Print Name:  	 Stephen Cox       	 
	 	 	Title:  	Director

	 	 	 	 	 
		
Eurohypo AG, New York Branch

1114 Avenue of the Americas

New York, NY  10036

Attention:  Head of Portfolio Operations




With a copy to:




Head of Legal Department

Eurohypo AG, New York Branch

1114 Avenue of the Americas

29th Floor

New York, NY  10036

Phone:  (212) 479-5700

Fax:  (866) 267-7680 	 
	 



ACKNOWLEDGEMENT:





     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the
definition of Qualified Global Currency under the Facility.



	 	 	 	 	 
	EUROHYPO AG, NEW YORK BRANCH

 	 	 
	By:  	/s/ 
David Sarner
 	 	 
	 	Print Name:  	 David Sarner 	 	 
	 	Title:  	Director 	 	 
	 



	 	 	 	 	 
	 	 	 
	By:  	/s/ Stephen Cox
 	 	 
	 	Print Name:  	 Stephen Cox 	 	 
	 	Title:  	Director 	 	 



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	 	WACHOVIA BANK, National Association,

Individually and as Documentation Agent

 	 
	 	By:  	/s/ Cynthia A. Bean
 	 
	 	 	Print Name:  	Cynthia A. Bean 	 
	 	 	Title:  	Vice President
	 
	 	Mail Code NC-0172, 16th Floor

301 S. College Street

Charlotte, NC  28288

Phone:  704/383-7534

Facsimile:  704/383-6205

Attention:  Cynthia A. Bean 	 
	 



ACKNOWLEDGEMENT:





     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the
definition of Qualified Global Currency under the Facility.



	 	 	 	 	 
	WACHOVIA BANK, National Association

 	 	 
	By:  	/s/ Cynthia A. Bean
 	 	 
	 	Print Name:  	Cynthia A. Bean 	 	 
	 	Title:  	Vice President 	 	 



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	 	WELLS FARGO BANK, N.A.,

Real Estate Finance Group,

Individually and as Documentation Agent

 	 
	 	By:  	/s/ Scott Solis
 	 
	 	 	Print Name:  	Scott Solis 	 
	 	 	Title:  	Senior Vice President
 
	 	123 North Wacker Drive

Suite 1900

Chicago, IL 60606

Phone: 312-269-4818

Facsimile:  312-782-0969

Attention:  Mr. Scott Solis 	 
	 



ACKNOWLEDGEMENT:





     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the
definition of Qualified Global Currency under the Facility.



	 	 	 	 	 
	WELLS FARGO BANK, N.A.

 	 	 
	By:  	/s/ Scott S. Solis
 	 	 
	 	Print Name:  	Scott S. Solis 	 	 
	 	Title:  	Senior Vice President 	 	 



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	 	LASALLE BANK NATIONAL ASSOCIATION

Individually and as Senior Managing Agent

 	 
	 	By:  	/s/ Michael W. Edwards
 	 
	 	 	Print Name:  	Michael W. Edwards 	 
	 	 	Title:  	Senior Vice President
 
	 	231 South LaSalle Street

Chicago, IL 60604

Phone:  312/828-5215

Facsimile:  312/974-4970

Attention:  Michael W. Edwards 	 
	 



ACKNOWLEDGEMENT:





     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the
definition of Qualified Global Currency under the Facility.



	 	 	 	 	 
	LASALLE BANK NATIONAL ASSOCIATION

 	 	 
	By:  	/s/ Michael W. Edwards
 	 	 
	 	Print Name:  	Michael W. Edwards 	 	 
	 	Title:  	Senior Vice President 	 	 



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	 	US BANK N.A.,

Individually and as Senior Managing Agent

 	 
	 	By:  	 /s/ Mark H. Oldfield	 
	 	 	Print Name:  	Mark H. Oldfield 	 
	 	 	Title:  	Vice President
 
	 	1350 Euclid Avenue

Cleveland, OH 44115

Phone: 216-623-9299

Facsimile:  216-241-0164

Attention:  Mr. Mark H. Oldfield 	 
	 



ACKNOWLEDGEMENT:





     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the
definition of Qualified Global Currency under the Facility.



	 	 	 	 	 
	US BANK N.A.

 	 	 
	By:  	
 /s/ Mark H. Oldfield	 	 
	 	Print Name:  	Mark H. Oldfield	 	 
	 	Title:  	Vice President 	 	 



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	 	DEUTSCHE BANK AG, NEW YORK BRANCH

Individually and as Managing Agent

 	 
	 	By:  	/s/ J.T. Johnston Coe
 	 
	 	 	Print Name:  	J.T. Johnston Coe 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Joanna Soliman
 	 
	 	 	Print Name:  	Joanna Soliman 	 
	 	 	Title:  	Assistant Vice President
 
	 	200 Crescent Court

Suite 550

Dallas, Texas 75201

Phone: 214-740-7913

Facsimile:  214-740-7910

Attention:  Gerry Dupont 	 
	 



ACKNOWLEDGEMENT:





     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the
definition of Qualified Global Currency under the Facility.



	 	 	 	 	 
	DEUTSCHE BANK AG, NEW YORK BRANCH

 	 	 
	By:  	/s/ J.T. Johnston Coe
 	 	 
	 	Print Name:  	J.T. Johnston Coe 	 	 
	 	Title:  	Managing Director 	 	 



[Signature Page to Second Amendment to the DDR Amended and Restated Credit Agreement dated as of
March 30, 2007]




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	 	ING REAL ESTATE FINANCE (USA) LLC

Individually and as Managing Agent

 	 
	 	By:  	/s/ Michael E. Shields
 	 
	 	 	Print Name:  	Michael E. Shields 	 
	 	 	Title:  	Director 	 
	 
	 	230 Park Avenue

New York, NY 10169

Attention: Michael E. Shields

 	 



ACKNOWLEDGEMENT:





     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the
definition of Qualified Global Currency under the Facility.



	 	 	 	 	 
	ING REAL ESTATE FINANCE (USA) LLC

 	 	 
	By:  	/s/ Michael E. Shields
 	 	 
	 	Print Name:  	Michael E. Shields 	 	 
	 	Title:  	Director 	 	 



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	 	MIZUHO CORPORATE BANK, LTD.

Individually and as Managing Agent

 	 
	 	By:  	/s/ Noel Purcell
 	 
	 	 	Print Name:  	Noel Purcell 	 
	 	 	Title:  	Authorized Signatory
 
	 	1251 Avenue of the Americas

New York, NY 10020

Telephone: 212-282-3175

Facsimile:  212-282-4488/4489

Attention:  Yasuo Imaizumi 	 
	 



ACKNOWLEDGEMENT:





     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the
definition of Qualified Global Currency under the Facility.



	 	 	 	 	 
	MIZUHO CORPORATE BANK, LTD.

 	 	 
	By:  	/s/ Noel Purcell
 	 	 
	 	Print Name:  	 Noel Purcell 	 	 
	 	Title:  	Authorized Signatory 	 	 



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	 	MORGAN STANLEY BANK

Individually and as Managing Agent

 	 
	 	By:  	/s/ Daniel Twenge
 	 
	 	 	Print Name:  	Daniel Twenge 	 
	 	 	Title:  	Authorized Signatory
 
	 	1633 Broadway

25th Floor

New York, NY  10019

Phone: 212-537-1532/ 2484

Facsimile:  212-537-1867 / 1866

Attention:  Daniel Twenge 	 
	 



ACKNOWLEDGEMENT:





     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the
definition of Qualified Global Currency under the Facility.



	 	 	 	 	 
	MORGAN STANLEY BANK

 	 	 
	By:  	/s/ Daniel Twenge
 	 	 
	 	Print Name:  	Daniel Twenge 	 	 
	 	Title:  	Authorized Signatory 	 	 



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	 	THE BANK NEW YORK

Individually and as Managing Agent

 	 
	 	By:  	/s/ Rick Laudisi
 	 
	 	 	Print Name:  	Rick Laudisi 	 
	 	 	Title:  	Managing Director
 
	 	One Wall Street

21st Floor

New York, NY  10286

Phone: 212-635-7621

Facsimile:  212-809-9526

Attention:  Rick Laudisi 	 
	 



ACKNOWLEDGEMENT:





     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the
definition of Qualified Global Currency under the Facility.



	 	 	 	 	 
	THE BANK NEW YORK

 	 	 
	By:  	/s/ Rick Laudisi
 	 	 
	 	Print Name:  	Rick Laudisi 	 	 
	 	Title:  	Managing Director 	 	 



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	 	THE BANK OF NOVA SCOTIA

Individually and as Managing Agent

 	 
	 	By:  	/s/ Robert Boese
 	 
	 	 	Print Name:  	Robert Boese 	 
	 	 	Title:  	Managing Director
 
	 	One Liberty Plaza, 25th Floor

New York, NY 10006

Phone: 212-225-5167

Facsimile:  212-225-5166

Attention:  Mr. Robert Boese 	 
	 



ACKNOWLEDGEMENT:





     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the
definition of Qualified Global Currency under the Facility.



	 	 	 	 	 
	THE BANK OF NOVA SCOTIA

 	 	 
	By:  	/s/ Robert Boese
 	 	 
	 	Print Name:  	 Robert Boese 	 	 
	 	Title:  	Managing Director 	 	 



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	 	UBS LOAN FINANCE LLC

Individually and as Managing Agent

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Print Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 



	 	 	 	 	 
	 	and by:

 	 
	 	By:  	/s/ Mary E. Evans
 	 
	 	 	Print Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director
 
	 	677 Washington Blvd.

Stamford, CT 06901

Phone: 203-719-0678

Facsimile:  203-719-3888

Attention:  Iris Choi 	 
	 



ACKNOWLEDGEMENT:





     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the
definition of Qualified Global Currency under the Facility.



	 	 	 	 	 
	UBS LOAN FINANCE LLC

 	 	 
	By:  	/s/ Irja R. Otsa
 	 	 
	 	Print Name:  	 Irja R. Otsa 	 	 
	 	Title:	Associate Director Banking Products Services, US 	 	 
	 



	 	 	 	 	 
	 	 	 
	By:  	/s/ Mary E. Evans
 	 	 
	 	Print Name:  	 Mary E. Evans 	 	 
	 	Title:  	Associate Director Banking Products Services, US 	 	 



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	 	REGIONS BANK, successor by merger to Amsouth Bank

Individually and as Co-Agent

 	 
	 	By:  	/s/ Lori A. Chambers
 	 
	 	 	Print Name:  	Lori A. Chambers 	 
	 	 	Title:  	Vice President
 
	 	1900 Fifth Avenue North

Region Center 15

Birmingham, AL 35203

Phone: 205-326-5465

Facsimile:  205-326-4075

Attention:  Lori A. Chambers 	 



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	 	KEYBANK NATIONAL ASSOCIATION

Individually and as Co-Agent

 	 
	 	By:  	/s/ Joshua Mayers
 	 
	 	 	Print Name:  	Joshua Mayers 	 
	 	 	Title:  	Vice President
 
	 	127 Public Square

8th Floor

Cleveland, OH  44114

Phone: 216-689-0213

Facsimile:  216-689-5819

Attention:  Joshua Mayers 	 
	 



ACKNOWLEDGEMENT:





     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the
definition of Qualified Global Currency under the Facility.



	 	 	 	 	 
	KEYBANK NATIONAL ASSOCIATION

 	 	 
	By:  	/s/ Joshua K. Mayers
 	 	 
	 	Print Name:  	Joshua K. Mayers 	 	 
	 	Title:  	Vice President 	 	 



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	 	PNC BANK, N.A.

Individually and as Co-Agent

 	 
	 	By:  	/s/ Richard B. Trzybinski
 	 
	 	 	Print Name:  	 Richard B. Trzybinski 	 
	 	 	Title:  	Vice President
 
	 	201 East Fifth Street

Cincinnati, OH 45202

Phone: 513-651-8939

Facsimile:  513-651-8931

Attention:  Richard B. Trzybinski 	 
	 



ACKNOWLEDGEMENT:





     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the
definition of Qualified Global Currency under the Facility.



PNC BANK, N.A.




	 	 	 	 	 
	By:  	/s/ Richard B. Trzybinski
 	 	 
	 	Print Name:  	 Richard B. Trzybinski 	 	 
	 	Title:  	Vice President 	 	 





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	 	SOVEREIGN BANK

Individually and as Co-Agent

 	 
	 	By:  	/s/ T. Gregory Donohue
 	 
	 	 	Print Name:  	 T. Gregory Donohue 	 
	 	 	Title:  	Senior Vice President

	 	 	 	 	 
	 	
75 State Street

Boston, MA 02109

Telephone:  617-757-5578

Facsimile:  617-757-5652

Attention:  T. Gregory Donohue 	 



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	 	SUNTRUST BANK

Individually and as Co-Agent

 	 
	 	By:  	/s/ Gregory T. Horstman
 	 
	 	 	Print Name:  	 Gregory T. Horstman 	 
	 	 	Title:  	Senior Vice President

	 	 	 	 	 
	 	
8330 Boone Boulevard

8th Floor

Vienna, VA 22182

Phone:   703-442-1557

Facsimile:  703-442-1570

Attention:  Mr. Gregory T. Horstman 	 
	 



ACKNOWLEDGEMENT:





     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the
definition of Qualified Global Currency under the Facility.



	 	 	 	 	 
	SUNTRUST BANK

 	 	 
	By:  	/s/ Gregory T. Horstman
 	 	 
	 	Print Name:  	 Gregory T. Horstman 	 	 
	 	Title:  	Senior Vice President 	 	 



S-20









 






	 	 	 	 	 



	 	 	 	 	 
	 	RBS CITIZENS, NATIONAL
ASSOCIATION
 D/B/A CHARTER ONE

Individually and as Co-Agent

 	 
	 	By:  	/s/ Michael Kauffman
 	 
	 	 	Print Name:  	 Michael Kauffman 	 
	 	 	Title:  	Vice President

	 	 	 	 	 
	 	
1215 Superior Ave– OHS 675

Cleveland, OH  44114

Phone:   216-277-0388

Facsimile:  216-277-4607 	 
	 



ACKNOWLEDGEMENT:





     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the
definition of Qualified Global Currency under the Facility.



	 	 	 	 	 
	RBS CITIZENS, NATIONAL ASSOCIATION

D/B/A CHARTER ONE

 	 	 
	By:  	/s/ Michael Kauffman
 	 	 
	 	Print Name:  	 Michael Kauffman 	 	 
	 	Title:  	Senior Vice President 	 	 



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	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

 	 
	 	By:  	/s/ James T. Taylor
 	 
	 	 	 Print Name:  	 James T. Taylor 	 
	 	 	Title:  	Vice President

	 	 	 	 	 
	 	

1251 Avenue of the Americas

New York, NY 10020

Telephone: 212-782-4116

Facsimile: 212-782-6442

Attention Mr. James T. Taylor 	 
	 



ACKNOWLEDGEMENT:





     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the
definition of Qualified Global Currency under the Facility.



	 	 	 	 	 
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

 	 
	By:  	/s/ James T. Taylor
 	 	 
	 	Print Name:  	 James T. Taylor 	 	 
	 	Title:  	Vice President 	 	 



S-22









 






	 	 	 	 	 



	 	 	 	 	 
	 	MANUFACTURERS AND TRADERS TRUST COMPANY

 	 
	 	By:  	/s/ David J. Ladori
 	 
	 	 	Print Name:  	David J. Ladori 	 
	 	 	Title:  	Assistant Vice President
 
	 	One Fountain Plaza

12th Floor

Buffalo, NY 14203-1495

Telephone: 716-848-3785

Facsimile:  716-848-7318

Attention  David J. Ladori 	 
	 



ACKNOWLEDGEMENT:





     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the
definition of Qualified Global Currency under the Facility.



	 	 	 	 	 
	MANUFACTURERS AND TRADERS TRUST COMPANY

 	 	 
	By:  	/s/ David J. Ladori
 	 	 
	 	Print Name:  	David J. Ladori 	 	 
	 	Title:  	Assistant Vice President 	 	 



S-23









 






	 	 	 	 	 



	 	 	 	 	 
	 	NOMURA FUNDING FACILITY CORPORATION LTD.

 	 
	 	By:  	
 	 
	 	 	Print Name:  	 Mark Brown 	 
	 	 	Title:  	Authorized Agent
 
	 	International House

3 Harbourmaster Place 1FSC

Dublin 1, Ireland

Telephone:  3531 6360050

Facsimile:  3531 6700860

Attention:  Michael Delaney 	 



S-24









 






	 	 	 	 	 



	 	 	 	 	 








	 	 	 	 	 
	 	THE HUNTINGTON NATIONAL BANK

 	 
	 	By:  	/s/ Ryan J. Terrano
 	 
	 	 	Print Name:  	Ryan J. Terrano 	 
	 	 	Title:  	Vice-President
 
	 	917 Euclid Avenue, CM17

Cleveland, OH 44115

Phone: 216-515-0683

Facsimile:  216-515-6369

Attention:  Ryan J. Terrano






S-25










 





	 	 	 	 	 
	 	BANCO POPULAR DE PUERTO RICO,

NEW YORK BRANCH


	 
	 	By:  	/s/ Hector J. Gonzalez
 	 
	 	 	Print Name:  Hector J. Gonzalez  	
 	 
	 	 	Title:   Vice President	

	 	 	 	 	 
	 	
7 West 51st Street

New York, NY 10019

Telephone:  212-445-1988

Facsimile:  212-245-4677

Attention:  Mr. Hector J. Gonzalez 








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	 	CITICORP NORTH AMERICA, INC.

 	 
	 	By:  	/s/ Ricardo James
 	 
	 	 	Print Name:  	 Ricardo James 	 
	 	 	Title:  	Vice President

	 	 	 	 	 
	 	
390 Greenwich Street, Floor 1


New York, NY 10013


Phone:   212-723-9647


Facsimile:  646-291-5996


Attention:  Ricardo James 	 
	 



ACKNOWLEDGEMENT:





     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the
definition of Qualified Global Currency under the Facility.



	 	 	 	 	 
	CITICORP NORTH AMERICA, INC.

 	 	 
	By:  	/s/ Ricardo James
 	 	 
	 	Print Name:  	 Ricardo James 	 	 
	 	Title:  	Vice President 	 	 



S-27









 






	 	 	 	 	 



	 	 	 	 	 
	 	COMERICA BANK

 	 
	 	By:  	/s/ James Graycheck
 	 
	 	 	Print Name:  	James Graycheck 	 
	 	 	Title:  	VP
 
	 	500 Woodward Avenue

MC 3256

Detroit, MI 48226

Telephone: 313-222-1276

Facsimile:  313-222-9295

Attention:  Mr. James Graycheck 	 



S-28









 






	 	 	 	 	 



	 	 	 	 	 
	 	LEHMAN COMMERCIAL PAPER INC.

 	 
	 	By:  	/s/ Janine M. Shugan
 	 
	 	 	Print Name:  	 Janine M. Shugan 	 
	 	 	Title:  	Authorized Signatory
 
	 	745 Seventh Avenue

5th Floor

New York, NY  10019

Telephone:  (212) 526-8625

Facsimile:  (917) 552-0139

Attention:  Janine Shugan 	 
	 



ACKNOWLEDGEMENT:





     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the
definition of Qualified Global Currency under the Facility.



	 	 	 	 	 
	LEHMAN COMMERCIAL PAPER INC.

 	 	 
	By:  	/s/ Janine M. Shugan
 	 	 
	 	Print Name:  	Janine M. Shugan 	 	 
	 	Title:  	Authorized Signatory 	 	 



S-29









 






	 	 	 	 	 



	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION

 	 
	 	By:  	/s/ David A. Buck
 	 
	 	 	Print Name:  	David A. Buck 	 
	 	 	Title:  	Senior Vice President
 
	 	277 Park Avenue

New York, NY 10172

Phone: 212-224-4178

Facsimile:  212-224-4887

Attention:  Mr. Charles J. Sullivan 	 
	 



ACKNOWLEDGEMENT:





     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the
definition of Qualified Global Currency under the Facility.



	 	 	 	 	 
	SUMITOMO MITSUI BANKING CORPORATION

 	 	 
	By:  	/s/ David A. Buck
 	 	 
	 	Print Name:  	 David A. Buck 	 	 
	 	Title:  	Senior Vice President 	 	 



S-30









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY

 	 
	 	By:  	/s/ Robert Wiarda
 	 
	 	 	Print Name:  	 Robert Wiarda 	 
	 	 	Title:  	Vice President

	 	 	 	 	 
	 	
50 South LaSalle Street, 2nd Floor

Chicago, IL 60675

Phone: 312-444-3380

Facsimile:  312-444-7028

Attention:  Mr. Robert Wiarda 	 
	 



ACKNOWLEDGEMENT:





     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the
definition of Qualified Global Currency under the Facility.



	 	 	 	 	 
	THE NORTHERN TRUST COMPANY

 	 	 
	By:  	/s/ Robert W. Wiarda
 	 	 
	 	Print Name:  	 Robert W. Wiarda 	 	 
	 	Title:  	Vice President 	 	 



S-31









 






	 	 	 	 	 



	 	 	 	 	 
	 	COMPASS BANK

 	 
	 	By:  	/s/ John Reichenbach
 	 
	 	 	Print Name:  	 John Reichenbach 	 
	 	 	Title:  	Executive Vice President

	 	 	 	 	 
	 	
8080 N. Central Expressway

Suite 370

Dallas, TX  75206

Phone:   214-706-8005

Facsimile:  214-890-8668

Attention:  John Reichenbach 	 



S-32









 






	 	 	 	 	 



	 	 	 	 	 
	 	FIRST TENNESSEE BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Greg Cullum
 	 
	 	 	Print Name:  	 Greg Cullum 	 
	 	 	Title:  	Senior Vice President

	 	 	 	 	 
	 	
701 Market Street

Chattanooga, TN  37402

Phone:   423-757-4272

Facsimile:  423-757-4040

Attention:  Greg Cullum 	 



S-33