EXHIBIT 10.1(b)
FIRST AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is entered into on April 19, 2002 to be effective as of March 29,
2002, between INNKEEPERS USA TRUST, a Maryland real estate investment trust (the
"Trust"), INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership
(the "Partnership," the Trust and the Partnership are each called a "Borrower"
and collectively called "Borrowers"), each of the banks or other lending
institutions which is a signatory to this Amendment (collectively, "Lenders"),
BANK OF AMERICA, N.A., a national banking association, as Administrative Agent
(in such capacity, together with its successors and permitted assigns,
"Administrative Agent") and as Issuing Bank, and CREDIT LYONNAIS NEW YORK
BRANCH, as Syndication Agent.
R E C I T A L S
A. Reference is hereby made to that certain Amended and Restated
Credit Agreement dated as of July 31, 2001, by and among Borrowers, Lenders,
Administrative Agent, the Syndication Agent defined therein, and the
Co-Documentation Agents defined therein (as renewed, extended, modified, and
amended from time to time, the "Credit Agreement"), providing for a revolving
line of credit and a letter of credit facility.
B. Capitalized terms used herein shall, unless otherwise
indicated, have the respective meanings set forth in the Credit Agreement.
C. Borrowers, Lenders, and Administrative Agent desire to
modify certain provisions contained in the Credit Agreement, subject to the
terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrowers, Lenders, and
Administrative Agent agree as follows:
1. Amendments to the Credit Agreement.
(a) Section 1.1 of the Credit Agreement is hereby amended to delete
Paragraph (a) of the definition of "Applicable Margin" in its entirety and
replace such paragraph with the following:
(a) If the Trust does not have an Investment Grade Rating on
such determination date, then the interest margin over the Base Rate or
the Adjusted Eurodollar Rate, as the case may be, based upon the Total
Indebtedness to Implied Value Ratio, as stated in the table below:
=============================================================================================================
Total Indebtedness to Applicable Margin for Applicable Margin for
Level Implied Value Ratio Eurodollar Borrowings Base Rate Borrowings
=============================================================================================================
1 Greater than 45% 2.25% 0.75%
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2 Less than or equal to 45%, 2.00% 0.75%
but greater than 40%
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3 Less than or equal to 40%, 1.625% 0.75%
but greater than 35%
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4 Less than or equal to 35%, 1.50% 0.75%
but greater than 25%
-------------------------------------------------------------------------------------------------------------
5 Less than or equal to 25% 1.40% 0.75%
-------------------------------------------------------------------------------------------------------------
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The Applicable Margin determined above in effect at any time
(whether in the middle of an Interest Period or otherwise) is
based upon the Total Indebtedness to Implied Value Ratio as
determined from the Current Financials and related Compliance
Certificate then most-recently received by Administrative
Agent, effective on the third (3rd) Business Day following
receipt. If Borrowers fail to timely furnish to Administrative
Agent any Financial Statements and related Compliance
Certificate as required by this Agreement, then the maximum
Applicable Margin applies from the date those Financial
Statements and related Compliance Certificate are required to
be delivered and remain in effect until Borrowers furnishes
them to Administrative Agent.
(b) Section 4.1(a) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:
(a) Calculation of Borrowing Base. The "Borrowing Base" shall,
as of the last date of each fiscal quarter during the term hereof, be
equal to the product of (a) forty-five percent (45%), and (b) the sum
of the following: (i) the Implied Value of each Borrowing Base Property
owned by an Obligor and that has been in service for more than twelve
(12) months as of such determination date; plus (ii) the Approved Costs
of each Borrowing Base Property owned by an Obligor and that has been
in service for less than twelve (12) months as of such determination
date; provided that the number of Rooms in all Borrowing Base
Properties that have been in service for less than twelve (12) months
as of such determination date may not constitute more than twenty
percent (20%) of the', total number of Rooms in all Borrowing Base
Properties as of such determination date.
(c) Section 7.1(e) of the Credit Agreement is hereby amended to add
the following subparagraph (iv):
(iv) Promptly after preparation, and no later than fourteen
(14) days after the last day of each calendar month, an operating
report as of the month then ended for each of the Hotels owned by the
Companies detailing average daily Room rate, occupancy levels, and
revenue per available Room for such calendar month with such
information summarized by Hotel segment, brand, region, operator, and
Borrowing Base Property.
(d) Section 8 of the Credit Agreement is hereby amended to add the
following Section 8.15:
8.15 Unsecured Debt. Other than the Total Principal Debt and
the debt listed on Schedule 8.15, Borrowers shall not, and shall not
permit any other Company to, directly or indirectly, create or incur,
or suffer to exist any direct, indirect, fixed, or contingent liability
for any Unsecured Debt or Recourse Debt.
(e) Section 8 of the Credit Agreement is hereby amended to add the
following Section 8.16:
8.16 Capital Expenditures. Borrowers shall not permit
the aggregate amount of all Capital Expenditures made by the Companies
during any twelve month period to exceed $30,000,000.
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(f) Section 9.1 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:
9.1 Interest Coverage Ratio. As of the last day of any fiscal
quarter, the ratio of (a) Adjusted EBITDA, to (b) Interest Expense, in
each case for the Companies on a consolidated basis and for the twelve
(12) month period ending on the date of determination, to be less than
2.75 to 1.0.
(g) Section 9.2 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:
9.2 Fixed Charge Coverage Ratio. As of the last day of any
fiscal quarter, the ratio of (a) EBITDA, to (b) Fixed Charges, in each
case for the Companies on a consolidated basis and for the twelve (12)
month period ending on the date of determination, to be less than 1.50
to 1.0.
(h) Section 9.3 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:
9.3 Adjusted Fixed Charge Coverage Ratio. As of the last day
of any fiscal quarter, the ratio of (a) EBITDA, to (b) Adjusted Fixed
Charges, in each case for the Companies on a consolidated basis and for
the twelve (12) month period ending on the date of determination, to be
less than 1.50 to 1.0.
(i) Section 9.4 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:
9.4 Secured Indebtedness. As of the last day of any fiscal
quarter, the ratio of (a) Secured Debt of the Companies, on a
consolidated basis, to (b) Implied Value of all Hotels owned by the
Companies as of the date of determination, in each case as of such
date, to exceed 0.40 to 1.0.
(j) Section 9. 6 of the Credit Agreement is hereby deleted hi its
entirety and replaced with the following:
9.6 Total Indebtedness to Implied Value. As of the last
day of any fiscal quarter, the Total Indebtedness to Implied Value
Ratio to exceed 0.50 to 1.0.
(k) Section 9.8 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:
9.8 Unsecured Debt to Unencumbered Implied Value Ratio.
As of the last day of any fiscal quarter, the Unsecured Debt to
Unencumbered Implied Value Ratio to exceed 0.60 to 1.0.
(l) Section 5(c) of Exhibit B of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:
(c) Section 9.1 - Interest Coverage.
Adjusted EBITDA (for the 12-month period
ended on the last day of the Subject Period)
(See Schedule 1) $____________ (1)
Interest Expense (for the 12-month period
ending on the last day of the Subject Period) $____________ (2)
Ratio of (1) to (2) _____________
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Minimum Required 2.75 to 1.0
(m) Section 5(d) of Exhibit B of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:
(d) Section 9.2 - Fixed Charge Coverage Ratio.
EBITDA (for the 12-month period ending
on the last day of the Subject Period)
(See Schedule 1) $____________ (1)
Interest Expense (for the 12-month period
ending on the last day of the Subject Period) $____________ (2)
Principal Payments (for the 12-month period
ending on the last day of the Subject Period) $____________ (3)
Debt Service (2) plus (3) $____________ (4)
Distributions in Respect of Preferred Stock
(for the 12-month period ending on the
last day of the Subject Period) $____________ (5)
Capital Expenditure Reserve
(See Schedule 1) $____________ (6)
(4) plus (5) plus (6) $____________ (7)
Ratio of (1) to (7) _____________
Minimum Required 1.50 to 1.0
(n) Section 5(e) of Exhibit B of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:
(e) Section 9.3 - Adjusted Fixed Charge Coverage Ratio.
EBITDA (for the 12-month period ending
on the last day of the Subject Period)
(See Schedule 1) $____________ (1)
Debt Service
(See item (4) in (d) above) $____________ (2)
Distributions in Respect of Preferred
Stock (for the 12-month period ending on
the last day of the Subject Period) $____________ (3)
(See item (5) in (d) above)
Actual Capital Expenditures (for the 12-month
period ending on the last day of the Subject
Period) (See Schedule 1) $____________ (4)
(2) plus (3) plus (4) $____________ (5)
Ratio of (l) to (5) _____________
Minimum Required 1.50 to 1.0
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(o) Section 5(f) of Exhibit B of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:
(f) Section 9.4 - Maximum Secured Indebtedness.
Secured Indebtedness (as of the last day of the Subject
Period) $____________ (1)
Implied Value (as of the last day of the Subject
Period) (See Schedule 1) $____________ (2)
Ratio of (1) to (2) _____________
Maximum Permitted 0.40 to 1.0
(p) Section 5(h) of Exhibit B of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:
(h) Section 9.6 - Total Indebtedness to Implied Value.
Indebtedness (as of the last day of the Subject
Period) $____________ (1)
Implied Value (as of the last day of the Subject
Period) (See Schedule 1) $____________ (2)
Ratio of (1) to (2) _____________
Maximum Permitted 0.50 to 1.0
(q) Section 5(j) of Exhibit B of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:
(j) Section 9.8 - Unsecured Debt to Unencumbered Implied Value.
Total Commitment $____________ ( 1 )
Unsecured Debt (other than
Total Principal Debt) $____________ (2)
Total Unsecured Debt $____________ (3)
Implied Value of all Unencumbered Hotels in
service for more than 12 months (as of the last
day of the Subject Period) (See Schedule 1) $____________ (4)
Approved Costs of all Unencumbered Hotels
owned less than 12 months $____________ (5)
Approved Costs of Hotels under Construction $____________ (6)
Cash, Cash Equivalents, and
Marketable Securities $____________ (7)
Unencumbered Assets $____________ (8)
Ratio of (3) to (8) _____________
Maximum Permitted 0.60 to 1.0
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2. Amendment of Credit Agreement and Other Loan Documents.
(a) During the Amendment Effective Period (as defined below), all
references in the Loan Documents to the Credit Agreement shall mean the Credit
Agreement as modified and amended by this Amendment, and as may, from time to
time, be further modified, amended, restated, extended, renewed, and/or
increased.
(b) During the Amendment Effective Period, any and all of the terms and
provisions of the Loan Documents are hereby amended and modified wherever
necessary, even though not specifically addressed herein, so as to conform to
the amendments and modifications set forth herein.
3. Temporary Amendment. The amendments and modifications to the Credit
Agreement pursuant to this Amendment shall be effective only during the period
which begins on the date on which all conditions precedent in Section 6 below
have been met, and runs through December 31, 2002 (the "Amendment Effective
Period"); provided, however, that Borrower shall continue to comply with the
covenant set forth in Paragraph 8.15 of the Credit Agreement which is set forth
in Section l(d) above, until the date of Borrower's delivery of the Compliance
Certificate for the period ending December 31, 2002, as required pursuant to
Section 7.l(a) of the Credit Agreement. Except for Section 8.15, after the
expiration of the Amendment Effective Period, all changes to the Credit
Agreement effected by this Amendment shall cease and be of no further effect,
and all terms and conditions under the Credit Agreement existing on the date
prior to the first day of the Amendment Effective Period shall be in effect as
if this Amendment had never been executed.
4. Ratifications. Each Borrower (a) ratifies and confirms all provisions
of the Loan Documents as amended by this Amendment, (b) ratifies and confirms
that all guaranties, assurances, and Liens (if any) granted, conveyed, or
assigned[ to the Credit Parties under the Loan Documents are not released,
reduced, or otherwise adversely affected by this Amendment and continue to
guarantee, assure, and secure full payment and performance of the present and
future Obligation (except to the extent specifically limited by the terms of
such guaranties, assurances, or Liens (if ally)), and (c) agrees to perform such
acts and duly authorize, execute, acknowledge, deliver, file, and record such
additional documents and certificates as the Credit Parties may reasonably
request in order to create, perfect, preserve, and protect those guaranties,
assurances, and Liens (if any).
5. Representations. Each Borrower represents and warrants to the Credit
Parties that as of the date of this Amendment: (a) this Amendment has been duly
authorized, executed, and delivered by each Borrower and each of the other
Companies that are parties to this Amendment; (b) no action of, or filing with,
any Governmental Authority is required to authorize, or is otherwise required in
connection with, the execution, delivery, and performance of this Amendment by
each Borrower and each of the other Companies that are parties to this Amendment
to which they are a party; (c) the Loan Documents, as amended by this Amendment,
are valid and binding upon each Borrower and the other Companies that are
parties to this Amendment and are enforceable against each Borrower and such
other Companies in accordance with their respective terms, except as limited by
Debtor Relief Laws and general principles of
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equity; (d) the execution, delivery, and performance by each Borrower and the
other Companies that are parties to this Amendment do not require the consent of
any other Person and do not and will not constitute a violation of any
Governmental Requirement, order of any Governmental Authority, or material
agreements to which any Company is a party thereto or by which any Company is
bound; (e) all representations and warranties in the Credit Agreement are true
and correct in all material respects on and as of the date of this Amendment,
except to the extent that (i) any of them speak to a different specific date, or
(ii) the facts on which any of them were based have been changed by transactions
contemplated or permitted by the Credit Agreement; and (f) after giving effect
to this Amendment, no Potential Default or Default exists.
6. Conditions. This Amendment shall not be effective unless and until:
(a) the Credit Parties shall have received this Amendment executed by
all of the parties hereto;
(b) the representations and warranties in this Amendment are true and
correct in all material respects on and as of the date of this Amendment, except
to the extent that (i) any of them speak to a different specific date, or (ii)
the facts on which any of them were based have been changed by transactions
contemplated or permitted by the Credit Agreement;
(c) after giving effect to this Amendment, no Potential Default or
Default exists; and
(d) Borrowers shall have paid to each Lender executing this Amendment
an amendment fee equal to the product of (i) .075%, times (ii) such Lender's
Commitment.
7. Continued Effect. Except to the extent amended hereby or by any
documents executed in connection herewith, all terms, provisions, and conditions
of the Credit Agreement and the other Loan Documents, and all documents executed
in connection therewith, shall continue in full force and effect and shall
remain enforceable and binding in accordance with their respective terms.
8. Miscellaneous. Unless stated otherwise (a) the singular number includes
the plural and vice versa and words of any gender include each other gender, in
each case, as appropriate, (b) headings and captions may not be construed in
interpreting provisions, (c) this Amendment shall be construed -- and its
performance enforced -- under Virginia law, (d) if any part of this Amendment is
for any reason found to be unenforceable, all other portions of it nevertheless
remain enforceable, and (e) this Amendment may be executed in any number of
counterparts with the same effect as if all signatories had signed the same
document, and all of those counterparts must be construed together to constitute
the same document.
9. Parties. This Amendment binds and inures to Borrowers and the Credit
Parties and their respective successors and permitted assigns.
10. ENTIRETIES. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS
AMENDED BY THIS AMENDMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
ABOUT THE SUBJECT MATER OF THE CREDIT AGREEMENT AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.
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SIGNATURE PAGE TO FIRST AMENDMENT OF
AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN
INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
AND THE LENDERS DEFINED THEREIN
EXECUTED as of the day and year first mentioned.
INNKEEPERS USA TRUST, a Maryland real
estate investment trust, as a Borrower
By: /s/ Xxxx Xxxxxx
--------------------------------------
Xxxx Xxxxxx
General Counsel and Secretary
INNKEEPERS USA LIMITED PARTNERSHIP, a
Virginia limited partnership, as a
Borrower
By: INNKEEPERS FINANCIAL CORPORATION, a
Virginia corporation, General Partner
By: /s/ Xxxx Xxxxxx
-------------------------------
Xxxx Xxxxxx
Vice President and Secretary
SIGNATURE PAGE TO FIRST AMENDMENT OF
AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN
INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
AND THE LENDERS DEFINED THEREIN
BANK OF AMERICA, N.A.,
as Administrative Agent, Issuing Bank, and
a Lender
By: /s/ Xxxxx Xxxxx
---------------------------------------
Xxxxx Xxxxx
Structuring Specialist
SIGNATURE PAGE TO FIRST AMENDMENT OF
AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN
INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
AND THE LENDERS DEFINED THEREIN
CREDIT LYONNAIS NEW YORK BRANCH,
as Syndication Agent and a Lender
By: /s/ Xxxxx Xxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
SIGNATURE PAGE TO FIRST AMENDMENT OF
AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN
INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
AND THE LENDERS DEFINED THEREIN
FIRST UNION NATIONAL BANK,
as a Lender
By: /s/ Xxx X. Xxxx
--------------------------------------
Name: Xxx X. Xxxx
Title: Director
SIGNATURE PAGE TO FIRST AMENDMENT OF
AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN
INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
AND THE LENDERS DEFINED THEREIN
XXXXX FARGO BANK, N.A.,
as a Lender
By: /s/ Xxxxx X. Xxxxx, III
--------------------------------------
Name: Xxxxx X. Xxxxx, III
Title: Vice President
SIGNATURE PAGE TO FIRST AMENDMENT OF
AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN
INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
AND THE LENDERS DEFINED THEREIN
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By: /s/ Xxxxxxx XxXxxxxx
---------------------------------------
Name: Xxxxxxx XxXxxxxx
Title: Assistant Vice President
SIGNATURE PAGE TO FIRST AMENDMENT OF
AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN
INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
AND THE LENDERS DEFINED THEREIN
To induce the Credit Parties to enter into this Amendment, the
undersigned (a) consent and agree to this Amendment's execution and delivery,
(b) ratify and confirm that all guaranties, assurances, and Liens (if any)
granted, conveyed, or assigned to the Credit Parties under the Loan Documents
are not released, diminished, impaired, reduced, or otherwise adversely affected
by this Amendment and continue to guarantee, assure, and secure the full payment
and performance of the parties' present and future Obligation (except to the
extent specifically limited by the terms of such guaranties, assurances, or
Liens), (c) agree to perform such acts and duly authorize, execute, acknowledge,
deliver, file, and record such additional guaranties, assignments, security
agreements, deeds of trust, mortgages, and other agreements, documents,
instruments, and certificates as the Credit Parties may reasonably deem
necessary or appropriate in order to create, perfect, preserve, and protect
those guaranties, assurances, and Liens (if any), and (d) waive notice of
acceptance of this consent and agreement, which consent and agreement binds the
undersigned and their successors and permitted assigns and inures to the Credit
Parties and their respective successors and permitted assigns.
INNKEEPERS SUNRISE TINTON FALLS, L.P.,
a Virginia limited partnership
By: INNKEEPERS FINANCIAL CORPORATION
IV, a Virginia corporation
By:/s/ Xxxx Xxxxxx
--------------------------------
Xxxx Xxxxxx
Vice President and Secretary
INNKEEPERS HAMPTON NORCROSS, L.P.,
a Virginia limited partnership
By: INNKEEPERS HAMPTON NORCROSS, INC, a
Virginia corporation
By:/s/ Xxxx Xxxxxx
--------------------------------
Xxxx Xxxxxx
Vice President and Secretary
SIGNATURE PAGE TO FIRST AMENDMENT OF
AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN
INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
AND THE LENDERS DEFINED THEREIN
INNKEEPERS RESIDENCE PORTLAND, L.P.,
a Virginia limited partnership
By: INNKEEPERS RESIDENCE PORTLAND, INC.,
a Virginia corporation
By:/s/ Xxxx Xxxxxx
----------------------------------
Xxxx Xxxxxx
Vice President and Secretary
INNKEEPERS RESIDENCE EDEN PRAIRIE, L.P.,
a Virginia limited partnership
By: INNKEEPERS RESIDENCE EDEN PRAIRIE,
INC, a Virginia corporation
By:/s/ Xxxx Xxxxxx
----------------------------------
Xxxx Xxxxxx
Vice President and Secretary
INNKEEPERS RI GENERAL, L.P., a Virginia
limited partnership
By: INNKEEPERS RI GENERAL, INC, a
Virginia corporation
By:/s/ Xxxx Xxxxxx
----------------------------------
Xxxx Xxxxxx
Vice President and Secretary
SIGNATURE PAGE TO FIRST AMENDMENT OF
AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN
INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
AND THE LENDERS DEFINED THEREIN
INNKEEPERS RESIDENCE EAST LANSING, L.P.,
a Virginia limited partnership
By: INNKEEPERS RESIDENCE EAST LANSING,
INC., a Virginia corporation
By:/s/ Xxxx Xxxxxx
---------------------------------
Xxxx Xxxxxx
Vice President and Secretary
INNKEEPERS RESIDENCE GRAND RAPIDS, L.P.,
a Virginia limited partnership
By: INNKEEPERS RESIDENCE GRAND RAPIDS,
INC, a Virginia corporation
By:/s/ Xxxx Xxxxxx
---------------------------------
Xxxx Xxxxxx
Vice President and Secretary
SCHEDULE 8.15
UNSECURED AND RECOURSE DEBT
None.
