Exhibit B.6
K&S DRAFT
5/14/97
EXHIBIT 1.01E
COLLATERAL AGENCY AGREEMENT
among
NORTHEAST UTILITIES
THE CONNECTICUT LIGHT
AND POWER COMPANY
WESTERN MASSACHUSETTS
ELECTRIC COMPANY
as Borrowers
THE FINANCIAL INSTITUTIONS NAMED HEREIN
and
CITIBANK, N.A.
as Collateral Agent and Administrative Agent
Dated as of May , 1997
TABLE OF CONTENTS
Section Page
ARTICLE I DEFINITIONS 2
1.01. Defined Terms 2
ARTICLE II SECURITY 3
2.01. Purpose of Agreement 3
2.02. Collateral 3
ARTICLE III DEFAULTS; DISTRIBUTIONS 3
3.01. Default 3
3.02. Distributions 4
3.03. Marshalling 4
ARTICLE IV AGENCY 5
4.01. Appointment and Duties of Collateral Agent 5
4.02. Rights of Collateral Agent 6
4.03. Lack of Reliance on the Collateral Agent 7
4.04. Indemnification 7
4.05. The Collateral Agent in its Individual Capacity 8
4.06. Resignation or Removal of the Collateral Agent 8
ARTICLE V MISCELLANEOUS 9
5.01. Amendments; Etc 9
5.02. Addresses for Notices 9
5.03. Binding Effect 9
5.04. Transfers 9
5.05. Termination 9
5.06. Governing Law; Terms 9
5.07. Execution in Counterparts 9
COLLATERAL AGENCY AGREEMENT
THIS COLLATERAL AGENCY AGREEMENT, dated as of May , 1997, among:
(i) NORTHEAST UTILITIES, an unincorporated voluntary business association
organized under the laws of the Commonwealth of Massachusetts ("NU");
(ii) THE CONNECTICUT LIGHT AND POWER COMPANY, a corporation organized under
the laws of the State of Connecticut ("CL&P");
(iii) WESTERN MASSACHUSETTS ELECTRIC COMPANY, a corporation organized
under the laws of the Commonwealth of Massachusetts ("WMECO"; CL&P, NU and
WMECO, each being a "Borrower", and collectively, the "Borrowers");
(iv) The financial institutions (the "Banks") listed on the signature pages
hereof and the other Lenders from time to time party hereto; and
(v) CITIBANK, N.A. ("Citibank"), as Administrative Agent for the Lenders
under the Credit Agreement referred to below and as collateral agent
hereunder for the Lenders (in such capacity, together with its successors,
the "Collateral Agent").
PRELIMINARY STATEMENTS
WHEREAS, the Banks, the Borrowers and the Administrative Agent have entered
into that certain Credit Agreement dated as of November 21, 1996 (said Credit
Agreement, as amended from time to time in accordance with its terms, being
the "Credit Agreement");
WHEREAS, the Banks, the Borrowers and the Administrative Agent amended the
Credit Agreement and waived certain provisions contained therein pursuant to
that certain First Amendment and Waiver dated as of the date hereof (the
"First Amendment");
WHEREAS, pursuant to the First Amendment, the obligations of CL&P and WMECO
are being secured by their respective Collateral FMBs issued on the date
hereof to the Collateral Agent for the benefit of the Lenders;
WHEREAS, Citibank has been designated and appointed the Collateral Agent
under the Collateral FMBs and the other Loan Documents as provided for herein
and in the Collateral FMBs; and
WHEREAS, the Bank, the Borrowers, the Administrative Agent and the Collateral
Agent are entering into this Agreement to set forth the duties and powers of
the Collateral Agent;
NOW THEREFORE, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms. Terms used herein and defined in the Credit
Agreement shall have the meanings therein indicated except that the terms
defined in the preamble and the Preliminary Statements and the following
terms shall have the meanings set forth herein:
"Agreement" means this Collateral Agency Agreement, as amended from time to
time in accordance with its terms.
"Principal Office" means the office of the Collateral Agent presently located
at [399 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000], or such other office as the
Collateral Agent may designate from time to time.
"Security Documents" means, (i) with respect to CL&P, the Collateral FMBs
issued by CL&P from time to time to the Collateral Agent for the benefit of
the Lenders and the CL&P Indenture and (ii) with respect to WMECO, the
Collateral FMBs issued by WMECO from time to time to the Collateral Agent for
the benefit of the Lenders and the WMECO Indenture.
"Secured Claims" means, (a) with respect to CL&P, all obligations of CL&P,
now or hereafter existing, to pay (i) principal amount of, and interest
(including, without limitation, interest accruing at the applicable default
rate provided for in the Amended Credit Agreement) on, all outstanding
Advances made to CL&P by the Lenders and (ii) CL&P's pro rata share of the
Facility Fee pursuant to Section 2.02(b) of the Credit Agreement, and (b)
with respect to WMECO, all obligations of WMECO, now or hereafter existing,
to pay (i) principal amount of, and interest (including, without limitation,
interest accruing at the applicable default rate provided for in the Amended
Credit Agreement.) on, all outstanding Advances made to WMECO by the Lenders
and (ii) WMECO's pro rata share of the Facility Fee pursuant to Section
2.02(b) of the Credit Agreement.
ARTICLE II
SECURITY
SECTION 2.01. Purpose of Agreement. This Agreement sets forth the duties
and powers of the Collateral Agent with respect to the Collateral FMBs and
its exercise for the benefit of the Lenders of its rights and remedies
thereunder and under the other Loan Documents or otherwise available to the
Collateral Agent.
SECTION 2.02. Collateral. The Lenders are entitled, pursuant to the terms
hereof and of the other Loan Documents, to the benefits of any Collateral
held or to be held by or for the benefit of the Collateral Agent. CL&P and
WMECO each hereby agree to deliver or cause to be delivered to the Collateral
Agent, promptly upon the execution and delivery thereof, an originally
executed and authenticated Collateral FMB. In addition, promptly upon the
execution and delivery of any additional Collateral FMBs, CL&P and WMECO (as
the case may be) will deliver or cause to be delivered to the Collateral
Agent an originally executed and authenticated copy of such additional
Collateral FMBs. The Collateral Agent shall keep all Collateral FMBs
delivered to it at its Principal Office and shall permit any Lender to
inspect such Collateral FMBs upon prior written request during business
hours.
ARTICLE III
DEFAULTS; DISTRIBUTIONS
SECTION 3.01. Default. (a) Unless an Event of Default shall have occurred
and be continuing, the Collateral Agent shall not be obligated to take any
action under this Agreement or any of the Security Documents, except for the
performance of such duties as are specifically set forth herein or therein.
(b) If any Event of Default shall have occurred and be continuing with
respect to CL&P or WMECO, the Collateral Agent shall, at the request of, or
may with the consent of, the Lenders entitled to make such request, exercise
in respect of the Collateral FMBs of such Borrower, in addition to other
rights and remedies provided for herein or otherwise available to it, all the
rights and remedies available to the Collateral Agent under the applicable
Security Documents and under the other Loan Documents or otherwise available
to the Collateral Agent.
(c) Subject to paragraph (e) below, the rights and remedies of the
Collateral Agent with respect to CL&P and WMECO shall include (without
limitation of the other rights and remedies available to the Collateral Agent
under the Loan Documents or otherwise available to it), (i) the right to
cause all or a portion of the Collateral FMBs (including without limitation
all accrued interest thereon) of such Borrower to become immediately due and
payable, (ii) the right to collect all amounts payable by such Borrower under
the Collateral FMBs for the benefit of the Lenders, and (iii) the right to
exercise all rights and remedies of a "holder" of a Collateral FMB under the
applicable First Mortgage Indenture of such Borrower.
(d) Notwithstanding any written instructions received by the Collateral
Agent pursuant to paragraph (b) above, and except as expressly provided in
the Credit Agreement, the Collateral Agent shall not release any Collateral
or portion thereof or lien thereon without the consent of the Lenders.
(e) [INSERT DESCRIPTION OF LIMITATION OF LENDER'S RECOURSE AGAINST
COLLATERAL FMBS. TO BE COORDINATED WITH TERMS OF COLLATERAL FMBS]
SECTION 3.02. Distributions. (a) If any Event of Default shall have
occurred and be continuing with respect to CL&P or WMECO and if the
Administrative Agent shall have declared the Notes of such Borrower, all
interest thereon and all other amounts payable by such Borrower under the
Loan Documents to be immediately due and payable thereunder (or if such
amounts have otherwise automatically become immediately due and payable), all
Collateral of such Borrower held by the Collateral Agent and all cash
proceeds received by the Collateral Agent in respect of any sale of,
collection from, or other realization upon all or any part of the Collateral
of such Borrower may, in the discretion of the Collateral Agent, be
distributed in whole or in part to the Administrative Agent for the payment
of principal, interest and the Facility Fee to the respective Lenders to whom
the same are payable for the account of their respective Applicable Lending
Offices, in each case to be applied in accordance with the terms of the
Credit Agreement, unless otherwise directed by the Lenders.
(b) In the event that funds to be distributed by the Collateral Agent shall
be insufficient to pay in full the Secured Claims of CL&P or WMECO, as the
case may be, such Borrower shall remain liable to the extent of any
deficiency between the amount of the proceeds of the Collateral and the
aggregate amount of Secured Claims owed by such Borrower to the Lenders.
SECTION 3.03. Marshalling. The Collateral Agent shall not be required to
xxxxxxxx any present or future security for the Secured Claims or to resort
to any security of any Borrower in any particular order; and all of the
Collateral Agent's rights hereunder and in respect of such security shall be
cumulative and in addition to all other rights, however existing or arising.
ARTICLE IV
AGENCY
SECTION 4.01. Appointment and Duties of Collateral Agent. (a) The Lenders
hereby designate and appoint Citibank to act as the Collateral Agent
hereunder and under the other Loan Documents, and each of the Lenders hereby
authorizes Citibank as such Collateral Agent, to take such actions on its
behalf hereunder and under the provisions of the other Loan Documents and to
exercise such powers and perform such duties expressly delegated to the
Collateral Agent hereunder and under the other Loan Documents, together with
such other powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary elsewhere in the Loan Documents, the Collateral
Agent shall not have any duties or responsibilities, except those expressly
set forth herein and in the other Loan Documents, or any fiduciary
relationship with any Lender, and no implied covenants, functions or
responsibilities shall be read into the Loan Documents or otherwise exist
against the Collateral Agent. The Collateral Agent shall not be liable for
any action taken or omitted to be taken by it hereunder or under any Loan
Document, or in connection herewith or therewith, or in connection with the
Collateral, unless caused by its gross negligence or willful misconduct.
(b) The Collateral Agent will give notice to the Lenders of any action taken
by it under any Loan Document; such notice shall be given promptly after the
taking of any such action.
(c) Notwithstanding anything to the contrary in this Agreement or any of the
other Loan Documents and in any event subject to the provisions of Section
5.01 hereof, the Collateral Agent, in its own capacity and in its capacity as
a "holder" of the Collateral FMBs under the First Mortgage Indentures, shall
not be required to exercise any rights or remedies under any of the Loan
Documents or give any consent under any of the Loan Documents or enter into
any agreement amending, modifying, supplementing or waiving any provision of
any Loan Document unless it shall have been directed to do so by the Majority
Lenders.
(d) Except for the safe custody of the Collateral FMBs and for the
accounting for moneys actually received by it hereunder, the Collateral Agent
shall have no duty as to any Collateral, as to ascertaining or taking of any
action to be taken by a "holder" of the Collateral FMBs under the First
Mortgage Indentures or other matters relative to the Collateral, whether or
not the Collateral Agent or any Lender has or is deemed to have knowledge of
such matters, or as to the taking of any necessary steps to preserve rights
against any parties or any other rights pertaining to any Collateral. The
Collateral Agent shall be deemed to have exercised reasonable care in the
custody and presentation of any Collateral in its possession if such
Collateral is accorded treatment substantially equal to that which the
Collateral Agent accords its own property.
(e) CL&P and WMECO shall each promptly forward to the Collateral Agent
copies of all notices, certificates and other documents required to be
delivered by it to the Trustee pursuant to the terms of the First Mortgage
Indentures. The only obligation which the Collateral Agent shall have
hereunder with respect to such notices, certificates and other documents
shall be to promptly forward to the Lenders copies of any such notices,
certificates or documents.
SECTION 4.02. Rights of Collateral Agent. (a) The Collateral Agent may
execute and effect any of its duties under the Security Documents by or
through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties.
(b) Neither the Collateral Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates shall be (i) liable for
any action taken or omitted to be taken in good faith by it or such Person
under or in connection with any Security Document (except for its or such
Person's own gross negligence or willful misconduct), or (ii) responsible in
any manner to any of the Lenders for any recitals, statements,
representations or warranties made by any Borrower or any officer thereof
contained in any Loan Document or in any certificate, report, statement or
other document referred to or provided for in, or received by the Collateral
Agent under or in connection with any Loan Document or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of any
Loan Document, or for any failure of any Borrower to perform its obligations
thereunder. The Collateral Agent shall not be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any
of the agreements contained in, or conditions of any Loan Document or to
inspect the properties, books or records of any Borrower.
(c) The Collateral Agent shall be entitled to rely, and shall be fully
protected in relying upon any note, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order or other document or conversation believed
by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Borrowers), independent
accountants and other experts selected by the Collateral Agent. The
Collateral Agent shall be fully justified in failing or refusing to take any
action hereunder or under any other Loan Document (i) if such action would,
in the opinion of the Collateral Agent, be contrary to law or the terms of
this Agreement or the other Loan Documents, (ii) if it shall not receive any
such advice or concurrence of the Administrative Agent or the Majority
Lenders as it deems appropriate, or (iii) if it shall not first be
indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. The Collateral Agent shall in all cases be fully
protected in acting, or in refraining from acting, under any Loan Document in
accordance with a request of either the Administrative Agent or the Majority
Lenders, and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders.
(d) If, with respect to a proposed action to be taken by it, the Collateral
Agent shall determine in good faith that the provisions of this Agreement
relating to the functions or responsibilities or discretionary powers of the
Collateral Agent are or may be ambiguous or inconsistent, the Collateral
Agent shall notify the Lenders, identifying the proposed action and the
provisions that it considers are or may be ambiguous or inconsistent, and may
decline either to perform such function or responsibility or to exercise such
discretionary power unless it has received the written confirmation of the
Majority Lenders that the Majority Lenders concur in the circumstances that
the action proposed to be taken by the Collateral Agent is consistent with
the terms of this Agreement or is otherwise appropriate. Subject to the
provisions of Sections 3.01(b) and 5.01 hereof, the Collateral Agent shall be
fully protected in acting or refraining from acting upon the confirmation of
the Majority Lenders in this respect, and such confirmation shall be binding
upon the Collateral Agent and the other Lenders.
(e) No provision of this Agreement shall require the Collateral Agent to
expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder or in the exercise of any of
its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.
SECTION 4.03. Lack of Reliance on the Collateral Agent. Each Lender
acknowledges that it has, independently and without reliance upon the
Collateral Agent or any other Lender and based on the Information Memorandum
and other financial information referred to in Sections 6.01(f) and (g) and
such other documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into the Credit Agreement and the
other Loan Documents. Each Lender hereby acknowledges that it has received a
copy of each of the Security Documents. Each Lender also acknowledges that
it will, independently and without reliance upon the Collateral Agent or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking
or not taking action under this Agreement. Except for notices, reports and
other documents expressly required to be furnished to the Lenders by the
Collateral Agent hereunder, the Collateral Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, financial and other condition
or creditworthiness of the Borrowers which may come into the possession of
the Collateral Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates.
SECTION 4.04. Indemnification. The Lenders agree to indemnify the Collateral
Agent (to the extent not reimbursed by the Borrowers), ratably according to
the respective principal amounts of the Notes then held by each of them (or
if no Notes are at the time outstanding, ratably according to the respective
Commitments of the Lenders; if any Notes or Commitments are held by any
Borrower or Affiliates thereof, any ratable apportionment hereunder shall
exclude the principal amount of the Notes held by such Borrower(s) or
Affiliates or their respective Commitments (if any) hereunder), from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against
the Collateral Agent in its capacity as such in any way relating to or
arising out of this Agreement or any action taken or omitted by the
Collateral Agent in its capacity as such under this Agreement, provided that
no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Collateral Agent's gross negligence or
willful misconduct. Without limitation of the foregoing, each Lender agrees
to reimburse the Collateral Agent promptly upon demand for such Lender's
ratable share of any out-of-pocket expenses (including counsel fees) incurred
by the Collateral Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, the Loan Documents to the extent
that the Collateral Agent is entitled to reimbursement for such expenses
pursuant to Section 10.04 but is not reimbursed for such expenses by the
Borrowers.
SECTION 4.05. The Collateral Agent in its Individual Capacity. With respect
to its Commitment and the Note issued to it, Citibank shall have the same
rights and powers under the Loan Documents as any other Lender and may
exercise the same as though it were not the Collateral Agent and the term
"Lender" or "Lenders" shall, unless otherwise expressly indicated, include
Citibank in its individual capacity. Citibank and its Affiliates may accept
deposits from, lend money to, act as trustee under indentures of, and
generally engage in any kind of business with, any Borrower, any of their
respective subsidiaries and any Person who may do business with or own
securities of any Borrower or any such subsidiary, all as if Citibank were
not the Collateral Agent and without any duty to account therefor to the
Lenders.
SECTION 4.06. Resignation or Removal of the Collateral Agent. The
Collateral Agent may resign at any time by giving written notice thereof to
the Lenders and the Borrowers, with any such resignation to become effective
only upon the appointment of a successor Collateral Agent pursuant to this
Section 4.06. Upon any such resignation, the Majority Lenders shall have the
right to appoint a successor Collateral Agent, which shall be a Lender or
another commercial bank or trust company reasonably acceptable to the
Borrowers organized or licensed under the laws of the United States, or of
any State thereof. If no successor Collateral Agent shall have been so
appointed by the Majority Lenders, and shall have accepted such appointment,
within 30 days after the retiring Collateral Agent's giving of notice of
resignation, then the retiring Collateral Agent may, on behalf of the
Lenders, appoint a successor Collateral Agent, which shall be a Lender or
shall be another commercial bank or trust company organized or licensed under
the laws of the United States or of any State thereof reasonably acceptable
to the Borrowers. In addition to the foregoing right of the Collateral Agent
to resign, the Majority Lenders may remove the Collateral Agent at any time,
with or without cause, concurrently with the appointment by the Majority
Lenders of a successor Collateral Agent. Upon the acceptance of any
appointment as Collateral Agent hereunder by a successor Collateral Agent and
the execution and delivery by the Borrowers and the successor Collateral
Agent of an agreement relating to the fees (if any) to be paid to the
successor Collateral Agent in connection with its acting as Collateral Agent
hereunder, such successor Collateral Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the
retiring Collateral Agent, and the retiring Collateral Agent shall be
discharged from its duties and obligations under this Agreement. After any
retiring Collateral Agent's resignation or removal hereunder as Collateral
Agent, the provisions of this Article IV shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Collateral Agent
under the Loan Documents. It being understood that in the event the
Collateral Agent shall resign, or be removed by the Majority Lenders, as
provided in this paragraph, the Collateral Agent shall resign, or be removed,
as the case may be, in its capacity as both "administrative agent" and
"collateral agent" under the Loan Documents and the successor Collateral
Agent shall be the successor Administrative Agent and the successor
Collateral Agent under the Loan Documents.
ARTICLE V
MISCELLANEOUS
SECTION 5.01. Amendments; Etc. No amendment or waiver of any provision of
this Agreement nor consent to any departure by any Borrower therefrom shall
in any event be effective unless the same shall be made in accordance with
Section 10.01 of the Credit Agreement.
SECTION 5.02. Addresses for Notices. All notices and other communications
provided for hereunder shall be made in accordance with Section 10.02 of the
Credit Agreement.
SECTION 5.03. Binding Effect. This Agreement and the obligations of the
parties hereto shall be binding upon their respective successors and assigns,
and shall, together with the rights and remedies of the parties hereto, inure
to the benefit of the parties hereto and their respective successors and
assigns.
SECTION 5.04. Transfers. Any Secured Party may at any time assign,
transfer, grant or sell participations in its rights and interests under the
Security Documents, subject, however, to the restrictions, if any, imposed on
the assignment, transfer, grant or sale of participations set forth in
Section 10.07 of the Credit Agreement, whereupon any such transferee shall be
deemed to be a holder of a Secured Claim, in each instance for all purposes
of this Agreement and entitled to all rights and benefits hereunder to the
extent of the interest so transferred.
SECTION 5.05. Termination. Upon the later of payment in full in cash of the
Secured Claims or the Termination Date, this Agreement shall terminate.
SECTION 5.06. Governing Law; Terms. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York except to the
extent that the validity or perfection of any security interest, or remedies
hereunder or under the other Loan Documents, in respect of any particular
Collateral are governed by the laws of a jurisdiction other than the State of
New York.
SECTION 5.07. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized
as of the date first above written.
NORTHEAST UTILITIES
By:
Name:
Title:
THE CONNECTICUT LIGHT AND
POWER COMPANY
By:
Name:
Title:
WESTERN MASSACHUSETTS
ELECTRIC COMPANY
By:
Name:
Title:
CITIBANK, N.A.,
as Administrative Agent, Collateral Agent and Lender
By:
Name:
Title:
CIBC INC.,
as Co-Agent and Lender
By:
Name:
Title:
FLEET NATIONAL BANK,
as Co-Agent and Lender
By:
Name:
Title:
THE FIRST NATIONAL BANK OF
CHICAGO, as Co-Agent and Lender
By:
Name:
Title:
TORONTO DOMINION
(NEW YORK), INC.,
as Co-Agent and Lender
By:
Name:
Title:
THE FIRST NATIONAL BANK OF BOSTON,
as Lender
By:
Name:
Title:
BARCLAYS BANK PLC,
as Lender
By:
Name:
Title:
MELLON BANK, N.A.,
as Lender
By:
Name:
Title:
UNION BANK OF SWITZERLAND, NEW YORK BRANCH,
as Lender
By:
Name:
Title:
By:
Name:
Title:
SWISS BANK CORPORATION,
as Lender
By:
Name:
Title:
By:
Name:
Title:
THE YASUDA TRUST AND BANKING CO., LTD., NEW YORK BRANCH,
as Lender
By:
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.,
as Lender
By:
Name:
Title:
