AMENDMENT NO. 1
Exhibit 10.86
EXECUTION VERSION
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of July 22, 2010 between ITC HOLDINGS CORP. (the “Borrower”), the
Lenders executing this Amendment No. 1 on the signature pages hereto (the “Lenders”) and
JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent under the Credit Agreement
referred to below (in such capacity, the “Administrative Agent”).
The Borrower, the lenders party thereto (including the Lenders), and the Administrative Agent are
parties to a Credit Agreement dated as of March 29, 2007 (as modified and supplemented and in
effect from time to time, the “Credit Agreement”), providing, subject to the terms and
conditions thereof, for extensions of credit (by means of loans and letters of credit) to be made
by the Lenders to the Borrower in an aggregate principal or face amount not exceeding $125,000,000.
The Borrower and the Lenders party hereto wish now to amend the Credit Agreement in certain
respects, and accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment No. 1, terms defined
in the Credit Agreement are used herein as defined therein.
Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in
Section 4 below, and effective as of the Amendment Effective Date (as defined below), the Credit
Agreement shall be amended as follows:
2.01. Definitions. Section 1.1 of the Credit Agreement shall be amended as follows:
(a) The definitions of “Defaulting Lender” and “Revolving Credit Commitment Percentage” in
Section 1.1 of the Credit Agreement shall be amended and restated to read as follows:
“Defaulting Lender” shall mean any Lender, as determined by the Administrative Agent, that
has (a) failed to fund any portion of its Revolving Credit Loans or participations in Letters of
Credit within three Business Days of the date required to be funded by it hereunder, (b) notified
the Borrower, the Administrative Agent, the Letter of Credit Issuer or any Lender in writing that
it does not intend to comply with any of its funding obligations under this Agreement or has made a
public statement to the effect that it does not intend to comply with its funding obligations under
this Agreement or under other agreements in which it commits to extend credit, (c) failed, within
three Business Days after written request by the Administrative Agent, acting in good faith, to
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provide a certification in writing from an authorized officer of such Lender that it will comply
with its obligations to fund prospective Revolving Credit Loans and participations in then
outstanding Letters of Credit under this Agreement, (d) otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by it hereunder
within three Business Days of the date when due, unless the subject of a good faith dispute or (e)
(i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become
the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business, or a custodian, appointed for it, or has taken any action in
furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or
appointment or has a parent company that has become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of
creditors or similar Person charged with reorganization or liquidation of its business, or a
custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent
to, approval of or acquiescence in any such proceeding or appointment.
“Revolving Credit Commitment Percentage” shall mean, with respect to any Lender, the
percentage of the Total Revolving Credit Commitment represented by such Lender’s Revolving Credit
Commitment; provided that in the case of Section 2.15 when a Defaulting Lender shall exist,
“Revolving Credit Commitment Percentage” shall mean the percentage of the Total Revolving Credit
Commitment (disregarding any Defaulting Lender’s Revolving Credit Commitment) represented by such
Lender’s Revolving Credit Commitment. If the Total Revolving Credit Commitments have terminated or
expired, the Revolving Credit Commitment Percentages shall be determined based upon the Revolving
Credit Commitments most recently in effect, giving effect to any assignments and to the Lender’s
status as a Defaulting Lender at the time of determination.
(b) The definition of “Lender Default” in Section 1.1 of the Credit Agreement shall be deleted.
(c) The following definitions shall be added where appropriate in Section 1.1 of the Credit
Agreement:
“Terminated Lender” shall have the meaning provided in Section 12.7(a)(ii).
“Termination Notice Date” shall have the meaning provided in Section 12.7(a)(ii).
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2.02. Change of Lending Office. Section 2.12 of the Credit Agreement shall be amended
and restated to read as follows:
“Section 2.12. Change of Lending Office. If any Lender requests compensation under
Section 2.10, or if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 5.3, then such Lender
shall, if requested by the Borrower, use reasonable efforts to designate a different lending
office for funding or booking its Revolving Credit Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of
such Lender, such designation or assignment (i) would eliminate or reduce amounts payable
pursuant to Section 2.10 or 5.3, as the case may be, in the future and (ii) would not subject
such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to
such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by
any Lender in connection with any such designation or assignment.”
2.03. Defaulting Lenders. The Credit Agreement is hereby amended by adding the
following new Section 2.15:
“Section 2.15. Defaulting Lenders. Notwithstanding any provision of this Agreement
to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall
apply for so long as such Lender is a Defaulting Lender:
(a) fees shall cease to accrue on the unfunded portion of the Revolving Credit
Commitment of such Defaulting Lender pursuant to Section 4.1;
(b) the Revolving Credit Commitment and Revolving Credit Exposure of such Defaulting
Lender shall not be included in determining whether all Lenders or the Required Lenders
have taken or may take any action hereunder (including any consent to any amendment or
waiver pursuant to Section 12.1), provided that any waiver, amendment or
modification requiring the consent of all Lenders or each affected Lender which affects
such Defaulting Lender differently than other affected Lenders shall require the consent of
such Defaulting Lender; provided, further, that this clause (b) shall not permit
(i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver,
forgiveness or reduction of the principal amount of any Indebtedness outstanding to such
Defaulting Lender or (iii) the extension of the final maturity date(s) of such Defaulting
Lenders’ portion of any of the loans or other extensions of credit or other obligations of
the Borrower owing to such Defaulting Lender, or the extension of any commitment to lend
beyond the stated termination date of such commitment, in each case without such Defaulting
Lender’s consent;
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(c) if any Letter of Credit Exposure exists at the time a Lender becomes a Defaulting
Lender then:
(i) all or any part of such Letter of Credit Exposure shall be reallocated
among the non-Defaulting Lenders in accordance with their respective Revolving
Credit Commitment Percentages but only to the extent (x) the sum of all non-
Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s Letter
of Credit Exposure does not exceed the total of all non-Defaulting Lenders’
Revolving Credit Commitments and (y) the conditions set forth in Section 6.2 are
satisfied at such time; and
(ii) if the reallocation described in clause (i) above cannot, or can only
partially, be effected, the Borrower shall within one Business Day following notice
by the Administrative Agent cash collateralize the amount of such Defaulting
Lender’s Letter of Credit Exposure for the benefit of the Letter of Credit Issuer
in a manner consistent with the procedures set forth in Section 10.10 for so long
as such Letter of Credit Exposure is outstanding, in an amount equal to the amount
that cannot be so reallocated;
(iii) if the Borrower cash collateralizes any portion of the Borrower’s
reimbursement obligations pursuant to Section 2.15(c)(ii), the Borrower shall not
be required to pay any fees to such Defaulting Lender pursuant to Section 4.1(b)
with respect to such Defaulting Lender’s Letter of Credit Exposure during the
period such reimbursement obligations are so cash collateralized (provided,
however, for the avoidance of doubt, such Letter of Credit Exposure shall continue
to be included in the calculation of the Revolving Credit Exposure for purposes of
Section 2.8(c) and the third sentence of Section 4.1(b));
(iv) if the Letter of Credit Exposure of any Lender is reallocated pursuant to
Section 2.15(c)(i), then the fees payable to such Lender pursuant to Section
4.1(a) and Section 4.1(b) shall be adjusted in accordance with such Lender’s
Revolving Credit Commitment Percentage; and
(v) if any Defaulting Lender’s Letter of Credit Exposure is neither cash
collateralized nor reallocated pursuant to Section 2.15(c), then, without prejudice
to any rights or remedies of the Letter of Credit Issuer or any Lender hereunder,
all commitment fees that otherwise would have been payable to such Defaulting
Lender (solely with respect to the portion of such
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Xxxxxxxxxx Xxxxxx’s Revolving Credit Commitment that was utilized by such Letter of
Credit Exposure) and Letter of Credit Fees payable under Section 4.1(b) with
respect to such Defaulting Lender’s Letter of Credit Exposure shall be payable to
the Letter of Credit Issuer until such Letter of Credit Exposure is cash
collateralized and/or reallocated; and
(d) so long as any Lender is a Defaulting Lender, the Letter of Credit Issuer shall not be
required to issue, amend or increase any Letter of Credit, unless it is reasonably satisfied
that the related exposure will, as of the date of such funding, issuance, amendment or
increase, be (i) 100% covered by the Revolving Credit Commitments of the non-Defaulting Lenders
and/or (ii) cash collateral will be provided by the Borrower in accordance with Section 2.15(c)(ii), and participating interests in any such newly issued, amended or increased Letter of
Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.15(c)(i) (and Defaulting Lenders shall not participate therein).
In the event that the Administrative Agent, the Borrower and the Letter of Credit Issuer
each agrees that a Defaulting Lender has adequately remedied all matters that caused such
Lender to be a Defaulting Lender, then the Letter of Credit Exposure of the Lenders shall be
readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such
date such Lender shall purchase at par such Revolving Credit Loans of the other Lenders as the
Administrative Agent shall determine may be necessary in order for such Lender to hold such
Revolving Credit Loans in accordance with its Revolving Credit Commitment Percentage.”
2.04. Lender Indemnity. The Credit Agreement shall be amended by designating the
existing Section 12.5 as 12.5(a) and adding the following new Section 12.5(b):
“(b) To the extent that the Borrower fails to pay any amount required to be paid by it
to the Administrative Agent or the Arranger under paragraph (a) of this Section, each
Lender severally agrees to pay to the Administrative Agent or the Arranger, as the case may
be, such Lender’s Revolving Credit Commitment Percentage (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the Administrative
Agent or the Arranger in its capacity as such.”
2.05. Replacement of Lenders. Section 12 of the Credit Agreement shall be
amended:
(a) by amending and restating Section 12.7(a) of the Credit Agreement to read as follows:
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“(a) If any Lender requests compensation under Section 2.10, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 5.3, or if any Lender becomes a Defaulting
Lender, or if any Lender is affected in the manner described in Section 2.10(a)(iii) and
as a result thereof any of the actions described in such Section is required to be taken,
then the Borrower may, at its sole expense and effort:
(i) upon notice to such Lender and the Administrative Agent, require such
Lender to assign and delegate, without recourse (in accordance with and subject to
the restrictions contained in Section 12.6) all its interests, rights and
obligations under this Agreement to an assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment);
provided that (i) no Default or Event of Default shall have occurred and be
continuing at the time of such assignment, (ii) the Borrower shall have received
the prior written consent of the Administrative Agent (and if a Revolving Credit
Commitment is being assigned, the Letter of Credit Issuer), which consent shall not
unreasonably be withheld, (iii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Revolving Credit Loans and L/C
Participations, 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 Borrower (in the case of all other
amounts) and (iv) in the case of any such assignment resulting from payments
required to be made pursuant to Section 2.10 or a claim for compensation under
Section 2.11, such assignment will result in a reduction in such compensation or
payments. A Lender shall not be required to make any such assignment and delegation
if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply; or
(ii) in the case of any Lender becoming a Defaulting Lender, then, effective
upon the date of notice to such Defaulting Lender (the “Terminated Lender”)
and the Administrative Agent (such date, the “Termination Notice Date”),
cause (1) the Terminated Lender’s Revolving Credit Commitment to be terminated in
full (but without a reduction or termination of the Revolving Credit Commitments of
the other Lenders), (2) the aggregate amount of the Revolving Credit Commitments to
be automatically reduced by the amount of the Terminated Lender’s Revolving Credit
Commitment and (3) each remaining Lender’s Revolving Credit Commitment Percentage
to be automatically increased ratably such that the sum of the Revolving Credit
Commitment Percentages of the Lenders other than the Terminated Lender shall be
100% (provided, however, that the Terminated Lender’s Letter of Credit
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Exposure and Swingline Exposure shall only be reallocated in accordance with such
increased percentages in accordance with Section 12.7(c)); provided that,
(i) no Default or Event of Default shall have occurred and be continuing at the
time of such termination and (ii) if as a result of such termination the Borrower
would be required to provide cash collateral under Section 12.7(c)(ii)(B), such
termination shall not be effective unless the Borrower complies with said Section
12.7(c)(ii)(B) on the related Termination Notice Date.”
(b) by adding the following after Section 12.7(b):
“(c) If applicable pursuant to Section 12.7(a)(ii):
(i) from and after the Termination Notice Date relating to any Terminated
Lender, the Revolving Credit Commitment and the Letter of Credit Exposure of such
Terminated Lender shall each be zero. Notwithstanding anything in this Agreement or
otherwise to the contrary, no Terminated Lender shall be entitled to receive fees
or other charges owing to such Terminated Lender with respect to its Revolving
Credit Commitment or Letter of Credit Exposure as to any period from and after the
Termination Notice Date relating to such Terminated Lender; and
(ii) with respect to any Letter of Credit Exposure of such Terminated Lender
outstanding on the Termination Notice Date (before giving effect to the termination
thereof by operation of Section 12.7(a)(ii) hereof):
(A) such Letter of Credit Exposure shall be reallocated among the
non-Defaulting Lenders (including without limitation any assignees that
shall have become, or substantially concurrently with such Lender becoming
a Terminated Lender shall become, Lenders pursuant to Section 12.7(a)(i)
hereof) in accordance with their respective Revolving Credit Commitment
Percentages but only to the extent (x) the sum of all such non-Defaulting
Lenders’ Revolving Credit Exposures plus such Terminated Lender’s Letter
of Credit Exposure does not exceed the total of all such non-Defaulting
Lenders’ Revolving Credit Commitments and (y) the conditions set forth in
Section 6.2 are satisfied at such time;
(B) if the reallocation described in clause (A) above cannot, or can
only partially, be effected, the Borrower shall on the Termination Notice
Date cash collateralize the amount of such Terminated Lender’s Letter of
Credit Exposure for the benefit of the Letter of Credit Issuer in a manner
consistent with the procedures set forth in Section 10.10 for so long as
such Letter of
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Credit Exposure is outstanding, in an amount equal to the amount that
cannot be so allocated; and
(C) if the Letter of Credit Exposure of any Lender is reallocated
pursuant to Section 12.7(c)(ii)(A), then the fees payable to such Lender
pursuant to Section 4.1(a) and Section 4.1(b) shall be adjusted in
accordance with such Lender’s Revolving Credit Commitment Percentage.”
2.06. Adjustments; Set-off. Section 12.8(a) of the Credit Agreement shall be
amended and restated to read as follows:
“(a) If any Defaulting Lender shall fail to make any payment required to be made by it
pursuant to Section 2.4(b), 3.3(c), 3.4(c), 12.5(b) or 12.8(c), then the Administrative
Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply
for the benefit of the Administrative Agent, the Letter of Credit Issuer or any Lender any
amounts thereafter received by the Administrative Agent for the account of such Lender to
satisfy such Lender’s obligations under such Sections until all such unsatisfied
obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as
cash collateral for, and application to, any future funding obligations of such Lender
under such Sections; in the case of each of (i) and (ii) above, in any order as determined
by the Administrative Agent in its discretion.”
Section 3. Termination of Revolving Credit Commitment of Woodlands.
(a) On the Amendment Effective Date (i) the Revolving Credit Commitment of Woodlands
Commercial Bank (“Woodlands”) shall be terminated in full (but without a reduction or
termination of the Revolving Credit Commitments of the other Lenders), (ii) Woodlands shall cease
to be a Lender under the Credit Agreement and shall not have any further obligation to fund any
amount or extend any credit under the Credit Agreement (including any obligation in respect of any
Letter of Credit outstanding as of the Amendment Effective Date), (iii) the aggregate amount of the
Revolving Credit Commitments shall be automatically reduced by the amount of Woodlands’s Revolving
Credit Commitment and (iv) each other Lender’s Revolving Credit Commitment Percentage shall be
automatically increased ratably such that the sum of the Revolving Credit Commitment Percentages of
the Lenders other than Woodlands shall be 100%; provided that, notwithstanding such
termination, Woodlands shall remain entitled to its rights pursuant to indemnification and other
provisions of the Credit Agreement which by their terms survive the termination of the Revolving
Credit Commitments and the repayment of all obligations thereunder. From and after the Amendment
Effective Date, the Revolving Credit Commitment and Letter of Credit Exposure of Woodlands shall
each be zero. Notwithstanding anything herein or in the Credit Agreement or otherwise to the
contrary, Woodlands shall not be entitled to receive
fees or other amounts owing to Woodlands with respect to its Revolving Credit Commitment or
Letter of Credit Exposure as to any period after June 16, 2010.
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(b) The Borrower shall pay to the Administrative Agent for the benefit of Woodlands on the
Amendment Effective Date the then-unpaid principal amount of and any accrued interest on
Woodlands’s Revolving Credit Loans and all other amounts owing by it to Woodlands under the Credit
Agreement (excluding amounts owing under Section 2.11 thereof).
(c) With respect to any Letter of Credit Exposure of Woodlands outstanding on the Amendment
Effective Date (before giving effect to the termination thereof by operation of Section 3(a)
hereof):
(i) such Letter of Credit Exposure shall be reallocated among the Lenders (for the
avoidance of doubt, excluding Woodlands) in accordance with their respective Revolving
Credit Commitment Percentages but only to the extent that the sum of all such Lenders’
Revolving Credit Exposures plus Woodlands’s Letter of Credit Exposure does not exceed the
total of all such Lenders’ Revolving Credit Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially,
be effected, the Borrower shall on the Amendment Effective Date cash collateralize the
amount of Woodlands’s Letter of Credit Exposure for the benefit of the Letter of Credit
Issuer in a manner consistent with the procedures set forth in Section 10.10 of the Credit
Agreement for so long as such Letter of Credit Exposure is outstanding, in an amount equal
to the amount that cannot be so allocated; and
(iii) if the Letter of Credit Exposure of Woodlands is reallocated pursuant to Section
3(c)(i) hereof, then the fees payable with respect to such Letter of Credit Exposure so
reallocated pursuant to Section 4.1(a) and Section 4.1(b) of the Credit Agreement shall be
adjusted in accordance with the Revolving Credit Commitment Percentage of the Lenders after
giving effect to such reallocation.
Section 4. Conditions Precedent. The amendments set forth in Section 2 and the
termination of the Revolving Credit Commitment of Woodlands set forth in Section 3 shall become
effective on the date (the “Amendment Effective Date”) that the Administrative Agent
notifies the parties hereto that the following conditions precedent have been satisfied (i) the
Administrative Agent shall have received counterparts of this Amendment No. 1 executed by the
Borrower and all of the Lenders (including Woodlands); and (ii) either (a) the aggregate amount of
the Revolving Credit Exposure of all Lenders (including Woodlands) shall be less than or equal to
the Total Revolving Credit Commitments after giving effect to the termination of Woodlands’s
Revolving Credit Commitment or (b) the Borrower shall have cash collateralized Letter of Credit
Exposure to the extent contemplated by Section 3(c)(ii) hereof.
Section 5. Release. The Borrower hereby unconditionally and
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irrevocably waives all claims, suits, debts, liens, losses, causes of action, demands, rights,
damages or costs, or expenses of any kind, character or nature whatsoever, known or unknown, fixed
or contingent, whether in contract or in tort, which any of them may have or claim to have against
Woodlands (in its capacity as a Lender or otherwise under the Credit Agreement) or its agents,
employees, officers, affiliates, directors, representatives, attorneys, successors and assigns
(collectively, the “Released Parties” and each individually, a “Released Party”) to
the extent arising out of or in connection with the Credit Agreement including, without limitation,
any failure by Woodlands to fund any Revolving Credit Loan or other amount to be funded by the
Lenders thereunder (the “Claims”). The Borrower further agrees forever to refrain from
commencing, instituting or prosecuting any lawsuit, action or other proceeding against any Released
Party with respect to any and all of the foregoing described waived, released, acquitted and
discharged Claims and from exercising any right of recoupment or setoff that any of them may have
under a master netting agreement or otherwise against any Released Party with respect to
obligations under the Credit Agreement. Each of the Released Parties shall be a third party
beneficiary of this Section 5.
Section 6. Miscellaneous. Except as herein provided, the Credit Agreement shall remain
unchanged and in full force and effect. This Amendment No. 1 may be executed in any number of
counterparts, all of which taken together shall constitute one and the same agreement and any of
the parties hereto may execute this Amendment No. 1 by signing any such counterpart. This Amendment
No. 1 shall be governed by, and construed in accordance with, the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to Credit Agreement to be duly executed and delivered as of the day and year first above written.
| ITC HOLDINGS CORP., as the Borrower |
||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | SR Vice President, Treasurer & CFO | |||
| JPMORGAN CHASE BANK, N.A., as Administrative Agent and Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
Amendment No. 1
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Credit Agreement to
be duly executed and delivered as of the day and year first above written.
| ITC HOLDINGS CORP., as the Borrower |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| JPMORGAN CHASE BANK, N.A., as Administrative Agent and Lender |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Senior Vice President | |||
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| XXXXXX XXXXXX, XXXXXX XXXXXXX XXXXXX, (x/x/X Credit Suisse, Cayman Islands Branch) as Lender |
||||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxx-Xxxxx Xxxxxxxx | |||
| Name: | XXXXX-XXXXX XXXXXXXX | |||
| Title: | ASSOCIATE | |||
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| XXXXXXXXX XXXXXXXXXX XXXX, as Lender |
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| By: | /s/ Xxxxx Xxxxxxxxx | |||
| Name: | Xxxxx Xxxxxxxxx | |||
| Title: | Vice President | |||
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| XXXXXXXX XXXX, as Lender |
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| By: | /s/ Xxxxxxx Xxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxx | |||
| Title: | Vice President | |||
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| XXXX XX XXXXXXX, X.X., as Lender |
||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Senior Vice President | |||
Amendment No. 1
| XXXXXX XXXXXXX BANK, N.A. as Lender |
||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title : Authorized Signatory | ||||
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| XXX XXXX XX XXX XXXX MELLON, as Lender |
||||
| By: | /s/ Xxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxxx | |||
| Title: | Senior Associate | |||
Amendment No. 1
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