EX-4.2



 





Exhibit 4.2




THIRD AMENDMENT TO FIRST AMENDED AND RESTATED

SECURED TERM LOAN AGREEMENT




     This THIRD AMENDMENT TO FIRST AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT (the
“Amendment”) is made as of this 10th day of December, 2007, by and among Developers
Diversified Realty Corporation, a corporation organized under the laws of the State of Ohio
(“DDR”), DDR PR Ventures, LLC, S.E., a Delaware limited liability company (“DDR PR”; DDR and DDR PR
together with any Qualified Borrower that issues a Qualified Borrower Note in accordance with the
terms of the Loan Agreement (as hereinafter defined), collectively, the “Borrower”), KeyBank
National Association, and the other several banks, financial institutions and other entities from
time to time parties to the Loan Agreement described below, including, one or more new or existing
“Lenders” shown on the signature pages hereof (the “Lenders”), and KeyBank National Association,
not individually, but as “Administrative Agent”, Bank of America, N.A., not individually, but as
“Syndication Agent”, and Eurohypo AG, New York Branch, ING Real Estate Finance (USA) LLC and
Scotiabanc Inc., not individually, but as “Documentation Agents”.



RECITALS




     A. Borrower, Administrative Agent, Syndication Agent, Documentation Agents and certain other
Lenders entered into that certain First Amended and Restated Secured Term Loan Agreement dated as
of June 29, 2006, as modified and amended by that certain First Amendment to First Amended and
Restated Secured Term Loan Agreement dated as of February 20, 2007, and as further modified and
amended by that certain Second Amendment to First Amended and Restated Secured Term Loan Agreement
dated as of March 30, 2007 (as modified and amended, the “Loan Agreement”). All capitalized terms
used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such
terms in the Loan Agreement.



     B. The Borrower, the Administrative Agent and the Lenders desire to amend the Loan Agreement
in order to, among other things (i) increase the Aggregate Commitment from $550,000,000.00 to
$800,000,000.00; (ii) admit Compass Bank, Fifth Third Bank, Deutsche Bank Trust Company Americas,
Inc., Citicorp North America, Inc., Lehman Brothers Commercial Bank, The Bank of Tokyo — Mitsubishi
UFJ, Ltd. and Morgan Stanley Senior Funding, Inc. (collectively, the “New Lenders”) as “Lenders”
under the Loan Agreement, (iii) add certain Operating Projects as Subject Properties and (iv)
provide pledges of additional Pledged Equity Interests as Collateral for the Loans.



     C. Borrower has requested changes to certain terms in the Loan 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. From and after December 10, 2007 (the “Effective Date”), (i) the New Lenders shall be
considered as “Lenders” under the Loan Agreement and the other Loan Documents, and (ii) the Lenders
shall each have a Commitment in the amount shown next to their respective signatures on the
signature pages of this Amendment (such amounts to include any increases in the Commitments of the
existing Lenders). The Borrower shall, on or before the Effective Date, execute and deliver to
each of the Lenders a new or amended and restated Note in the amount of its respective Commitment.



     3. From and after the Effective Date, the Aggregate Commitment shall equal Eight Hundred
Million and No/100 Dollars ($800,000,000.00).



     4. The following definitions in Section 1.1 of the Loan 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



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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
	 
	 	(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




3









 












	 	(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.




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



     6. The following new definitions are hereby added to Section 1.1 of the Loan 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



4









 




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.




     7. Section 2.1 of the Loan Agreement is amended by inserting the following new
sentence at the end of the first paragraph: “Any funding of any Loan hereunder shall be made in
dollars in lawful currency of the United States of America.”



     8. Section 2.13(i) of the Loan Agreement is amended by inserting the following new
sentence at the end of the first paragraph: “All payments by Borrower hereunder shall be made in
dollars in lawful currency of the United States of America.”



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



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



     "(iii) Mezzanine Debt Investments;”


and renumbering the remaining clauses in Section 6.14.




     11. Section 6.18(viii) of the Loan Agreement is hereby amended to read as follows:




(viii) 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.



     12. Schedule 1.2 and Schedule 1.3 attached to the Loan Agreement are hereby
modified and amended by deleting such Schedules in their entirety and by inserting in lieu thereof
Schedule 1.2 and Schedule 1.3, respectively, attached hereto.



     13. Schedule 4 and Schedule 5.21 attached to the Loan Agreement are hereby
modified and amended by adding to such schedules the information set forth on Schedule 4
and Schedule 5.21, respectively, attached hereto.



     14. Notwithstanding any provision contained in the Loan Agreement to the contrary, solely for
purposes of calculating any financial covenants required hereunder, such calculation



5









 




shall ignore the application of the Convertible Debt Accounting Guidance, if and to the extent
otherwise applicable to Borrower’s financial statements.




     15. 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 from that shown in its June 30, 2007 financial
statements;
	 
	 	(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 V of
the Loan 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
the Third Amendment to this Agreement” and all representations and warranties
contained in the other Loan Documents 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 the Third Amendment to the Loan Agreement.”






     16. Except as specifically modified hereby, the Loan Agreement is and remains unmodified and
in full force and effect and the obligations of Borrower, Lenders and Administrative Agent under
the Loan Agreement are hereby ratified and confirmed. All references in the Loan Documents to the
“Loan Agreement” henceforth shall be deemed to refer to the Loan Agreement as amended by this
Amendment.



     17. 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 and enforced in accordance with the laws
of the State of Ohio (excluding the laws applicable to conflicts or choice of law). This Amendment
shall be binding upon and shall inure to the benefit of the parties hereto and their respective
permitted successors, successors-in-title and assigns as provided in the Loan Agreement.



     18. This Amendment shall become effective when it has been executed by Borrower,
Administrative Agent and the Required Lenders.



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7









 








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



	 	 	 	 	 
	 	BORROWER:



DEVELOPERS DIVERSIFIED REALTY CORPORATION

 	 
	 	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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	 	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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	$60,000,000.00	EXISTING LENDERS:

 	 
	 	KEYBANK NATIONAL ASSOCIATION,

Individually and as Administrative Agent

 	 
	 	By:  	/s/ Kevin P. Murray
 	 
	 	 	Print Name:  	Kevin P. Murray 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	127 Public Square

8th Floor

Cleveland, OH 44114

Phone: 216-689-7547

Facsimile: 216-689-4997

Attention: Kevin Murray

 	 
	 	With a copy to:

 	 
	 	127 Public Square

8th Floor

Cleveland, OH 44114

Phone: 216-689-4545

Facsimile: 216-689-4997

Attention: Dan Heberle

 	 



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	$60,000,000.00	BANK OF AMERICA, N.A.,

Individually and as Syndication Agent

 	 
	 	By:  	/s/ Mark A. Mokelke
 	 
	 	 	Print Name:  	Mark A. Mokelke 	 
	 	 	Title:  	Vice President 	 
	 
	 	231 South LaSalle Street

Chicago, IL 60604

Phone: 312/828-5215

Facsimile: 312/974-4970

Attention: Ms. Cheryl Sneor

 	 



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	$55,000,000.00	ING REAL ESTATE FINANCE (USA) LLC,

Individually and as Documentation Agent

 	 
	 	By:  	/s/ Michael E. Shields
 	 
	 	 	Print Name:  	Michael E. Shields 	 
	 	 	Title:  	Director 	 
	 
	 	ING Real Estate Finance (USA) LLC

230 Park Avenue

New York, New York 10169

Phone: (212) 883-2672

Facsimile: (212) 883-2972

Attention: Mr. Michael E. Shields

 	 



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	$55,000,000.00	SCOTIABANC INC.,

Individually and as Documentation Agent

 	 
	 	By:  	/s/ J. F. Todd
 	 
	 	 	Print Name:  	J. F. Todd 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Scotiabanc Inc.

711 Louisiana Street, Suite 1400

Houston, TX 77002

Phone: 832-426-6001

Facsimile: 832-426-6000

Attention: Jocelyn Todd, Managing Director

 	 
	 	With a copy to:

 	 
	 	The Bank of Nova Scotia

One Liberty Plaza, 25th Floor

New York, NY 10006

Phone: 212-225-5167

Facsimile: 212-225-5166

Attention: Mr. Robert Boese

 	 



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	$45,000,000.00	RBS CITIZENS, N.A. D/B/A CHARTER ONE

 	 
	 	By:  	/s/ Florentina Djulvezan
 	 
	 	 	Name:  	Florentina Djulvezan 	 
	 	 	Title:  	Vice-President 	 
	 
	 	1215 Superior Avenue

Cleveland, Ohio 44114

Telephone: 216-277-0694

Facsimile: 216-277-4607

Attention: Florentina Djulvezan

 	 



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	$43,000,000.00	EUROHYPO AG, NEW YORK BRANCH,

Individually and as Documentation Agent

 	 
	 	By:  	/s/ John Lippmann
 	 
	 	 	Print Name:  	John Lippmann 	 
	 	 	Title:  	Director 	 
	 
	 	 and by:

 	 
	 	By:  	                                                /s/ Stephen Cox
 	 
	 	 	Print Name:  Stephen Cox	 
	 	 	Title:   Director	 	 
	 
	 	Head of Portfolio Operations

Eurohypo AG, New York Branch

1114 Avenue of the Americas

29th Floor

New York, NY 10036

Phone: (212) 479-5700

Fax: (866) 267-7680

 	 
	 	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

 	 



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	$40,000,000.00 	SUNTRUST BANK

 	 
	 	By:  	/s/ Nancy B. Richards
 	 
	 	 	Name:  	Nancy B. Richards 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	8330 Boone Blvd., 8th Floor

Vienna, Virginia 22182

Telephone: 703-442-1557

Facsimile: 703-442-1570

Attention: Nancy B. Richards

 	 



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	$40,000,000.00	 THE BANK OF NEW YORK

 	 
	 	By:  	/s/ Kenneth McDonnell
 	 
	 	 	Print Name:  	Kenneth McDonnell 	 
	 	 	Title:  	Vice President 	 
	 
	 	 One Wall Street

21st Floor

New York, New York 10286 	 
	 	 Telephone: (212) 635-1066

Facsimile: (212) 809-9520

Attention: Kenneth McDonnell

 	 





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	$35,000,000.00	REGIONS BANK

 	 
	 	By:  	/s/ Lori A. Chambers
 	 
	 	 	Name:  	Lori A. Chambers 	 
	 	 	Title:  	Vice President 	 
	 
	 	1900 5th Avenue North, 15th Floor

Birmingham, Alabama 35203

Telephone: (205) 326-5465

Facsimile: (205) 264-5456

Attention: Lori A. Chambers

 	 
	 	 	 
	 	 	 
	 	 	 



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	$35,000,000.00	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

 	 



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	$35,000,000.00	UBS LOAN FINANCE LLC

 	 
	 	By:  	/s/ Richard L. Tavrow
 	 
	 	 	Print Name:  	Richard L. Tavrow 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                   /s/ Irja R. Otsa
 	 
	 	 	Print Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 
	 	677 Washington Blvd.

Stamford, Connecticut 06901

Telephone: 203-719-0678

Facsimile: 203-719-3888

Attention: Iris Choi

 	 



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	$35,000,000.00	WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/ Marla S. Bergrin
 	 
	 	 	Name:  	Marla S. Bergrin 	 
	 	 	Title:  	Vice-President 	 
	 
	 	123 North Wacker Drive, Suite 1900

Chicago, Illinois 60606

Telephone: 312-269-4818

Facsimile: 312-782-0969

Attention: Scott S. Solis

 	 



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	$30,000,000.00 	HUNTINGTON NATIONAL BANK

 	 
	 	By:  	/s/ Ryan Terrano
 	 
	 	 	Name:  	Ryan Terrano 	 
	 	 	Title:  	Vice-President 	 
	 
	 	917 Euclid Avenue CM17

Cleveland, Ohio 44115

Telephone: 216-515-0683

Facsimile: 216-515-6821

Attention: Ryan Terrano

 	 
	 	 	 



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	$30,000,000.00	 U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	
/s/ Mark H. Oldfield 	 
	 	 	Name:  	Mark H. Oldfield 	 
	 	 	Title:  	Vice President 	 
	 
	 	1350 Euclid Avenue, Suite 1100

Cleveland, Ohio 44115

Telephone: 216-623-9299

Facsimile: 216-241-0164

Attention: Mark H. Oldfield

 	 



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	$25,000,000.00	 PNC BANK, NATIONAL ASSOCIATION,

Individually

 	 
	 	By:  	/s/ Terri Wyda
 	 
	 	 	Print Name:  	Terri Wyda 	 
	 	 	Title:  	Vice President 	 
	 
	 	249 Fifth Avenue

P1-POPP-19-2

Pittsburgh, PA 15222-2707

Phone: 412-768-8782

Facsimile: 412-762-6500

Attention: Terri Wyda

 	 
	 	 	 



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	$20,000,000.00	 BANCO POPULAR DE PUERTO RICO, NEW YORK BRANCH

 	 
	 	By:  	/s/ Hector J. Gonzalez
 	 
	 	 	Name:  	Hector J. Gonzalez 	 
	 	 	Title:  	Vice-President 	 
	 
	 	7 West 51st Street

New York, New York 10019

Telephone: 212-445-1988

Facsimile: 212-245-4677

Attention: Hector J. Gonzalez

 	 



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	$10,000,000.00	 THE NORTHERN TRUST COMPANY

 	 
	 	By:  	/s/ Robert Wiarda
 	 
	 	 	Name:  	Robert Wiarda 	 
	 	 	Title:  	Vice President 	 
	 
	 	50 S. LaSalle

Chicago, Illinois 60675

Telephone: 312-444-3380

Facsimile: 312-444-7028

Attention: Robert Wiarda

 	 



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	$7,000,000.00 	MANUFACTURERS AND TRADERS TRUST COMPANY

 	 
	 	By:  	/s/ David J. Ladori
 	 
	 	 	Name:  	David J. Ladori 	 
	 	 	Title:  	Assistant Vice-President 	 
	 
	 	c/o M&T Bank

National & Canadian Lending Group

One Fountain Plaza, 12th Floor

Buffalo, New York 14203

Telephone: 716-848-3785

Facsimile: 716-848-7318

Attention: David J. Ladori

 	 



 









 







	 	 	 	 	 
	 	NEW LENDERS:

 	 
	$30,000,000.00	 DEUTSCHE BANK TRUST COMPANY

AMERICAS, INC.

 	 
	 	By:  	/s/ George R. Reynolds
 	 
	 	 	Print Name:  	George R. Reynolds 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                    /s/ Brenda Casey
 	 
	 	 	Print Name:  	Brenda Casey 	 
	 	 	Title:  	Director 	 
	 
	 	200 Crescent Court #550

Dallas, Texas 75201

Phone: 214-740-7906

Facsimile: 214-740-7910

Attention: Justin Shull

 	 
	 	 	 
	 	 	 
	 	 	 






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	$30,000,000.00 	FIFTH THIRD BANK

 	 
	 	By:  	/s/ Lou Sala
 	 
	 	 	Print Name:  	Lou Sala 	 
	 	 	Title:  	Vice President Commercial Real Estate 	 
	 
	 	600 Superior Avenue., 2nd Floor MDA65111

Cleveland, Ohio 44114

Phone: 216-274-5030

Facsimile: 216-274-5621

Attention: Lou Sala

 	 



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	$25,000,000.00	 MORGAN STANLEY SENIOR FUNDING, INC.

 	 
	 	By:  	/s/ Daniel Twenge
 	 
	 	 	Print Name:  	Daniel Twenge 	 
	 	 	Title:  	Vice President 	 
	 
	 	1633 Broadway, 25th Floor

New York, New York 10019

Phone: 212-537-1532/2484

Facsimile: 212-537-1867/1866

Attention: Daniel Twenge

 	 



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	$20,000,000.00 	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, New York 10020

Phone: 212-782-4116

Facsimile: 212-782-6442

Attention: James T. Taylor

 	 



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	$15,000,000.00	 CITICORP NORTH AMERICA, INC.

 	 
	 	By:  	/s/ Ricardo James
 	 
	 	 	Print Name:  	Ricardo James 	 
	 	 	Title:  	Vice President 	 
	 
	 	390 Greenwich Street, Floor 1

New York, New York 10013

Phone: 212-723-5259

Facsimile: 646-688-1957

Attention: James Hirschhorn

 	 



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	$10,000,000.00	 COMPASS BANK

 	 
	 	By:  	/s/ John Reichenbach
 	 
	 	 	Print Name:  	John Reichenbach 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	8080 North Central Expressway — #370

Dallas, Texas 75206

Phone: 214-706-8005

Facsimile: 214-890-8668

Attention: John Reichenbach — EVP

 	 



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	$10,000,000.00	LEHMAN BROTHERS COMMERCIAL BANK

 	 
	 	By:  	/s/ George Janes
 	 
	 	 	Print Name:  	George Janes 	 
	 	 	Title:  	Chief Credit Officer 	 
	 
	 	745 7TH Avenue, 5th Floor

New York, New York 10019

Phone: 212-526-6560

Facsimile: 212-220-9606

Attention: Robert Diaz