Tier Operating Partnership LP]
FIFTH THIRD BANK, an Ohio banking corporation,
as a Lender
By: /s/ Michael Glandt
Name: Michael Glandt
Title: Vice President
[Signature Page to Credit Agreement with Tier Operating Partnership LP]
CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
By: /s/ Frederick H. Denecke
Name: Frederick H. Denecke
Title: Senior Vice President
[Signature Page to Credit Agreement with Tier Operating Partnership LP]
PNC BANK, NATIONAL ASSOCIATION, as a Lender
By: /s/ Joseph J. Seroke
Name: Joseph J. Seroke
Title: Vice President
SCHEDULE I
Commitments
LENDER
Revolving Commitment
Term Loan Commitment
Total Commitment
Wells Fargo Bank, National Association
$42,500,000
$47,500,000
$90,000,000
JPMorgan Chase Bank, N.A.
$42,500,000
$47,500,000
$90,000,000
U.S. Bank National Association
$35,500,000
$39,500,000
$75,000,000
Deutsche Bank AG, New York Branch
$28,500,000
$31,500,000
$60,000,000
Fifth Third Bank
$28,500,000
$31,500,000
$60,000,000
Capital One, National Association
$23,750,000
$26,250,000
$50,000,000
PNC Bank, National Association
$23,750,000
$26,250,000
$50,000,000
TOTAL
$225,000,000
$250,000,000
$475,000,000
EXHIBIT A
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Assignment and Assumption") is
dated as of the Effective Date set forth below and is entered into by and
between [the][each] Assignor identified in item 1 below ([the][each, an]
"Assignor") and [the][each] Assignee identified in item 2 below ([the][each, an]
"Assignee"). [It is understood and agreed that the rights and obligations of
[the Assignors][the Assignees] hereunder are several and not joint.] Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as amended, the "Credit Agreement"), receipt
of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard
Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to
and incorporated herein by reference and made a part of this Assignment and
Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below (including without limitation
any letters of credit, guarantees, and swingline loans included in such
facilities), and (ii) to the extent permitted to be assigned under applicable
law, all claims, suits, causes of action and any other right of [the] [any]
Assignor (in its capacity as a Lender)][the respective Assignors (in their
respective capacities as Lenders)] against any Person, whether known or unknown,
arising under or in connection with the Credit Agreement, any other documents or
instruments delivered