U.S. $3,656,530,220
EQUIVALENT
GLOBAL SENIOR CREDIT
AGREEMENT
Dated as of August 21,
2009
CERTAIN AFFILIATE
BORROWERS,
as Borrowers,
BANK OF AMERICA, N.A.,
as Global Administrative Agent, Collateral Agent, U.S. Funding
Agent, U.S. Swing Line Lender,
and a U.S. L/C Issuer,
BANK OF AMERICA, N.A.,
acting through its Canada branch, as Canadian Funding Agent and a
Canadian L/C Issuer,
ABN AMRO BANK N.V.,
as Euro Funding Agent, Euro Swing Line Lender, and a Euro L/C
Issuer,
SUMITOMO MITSUI BANKING
CORPORATION ,
as a Global Co-Syndication Agent, Yen Funding Agent, KRW Funding
Agent,
and a Yen L/C Issuer,
THE ROYAL BANK OF SCOTLAND PLC
and JPMORGAN CHASE BANK, N.A.,
as Global Co-Syndication Agents,
The Other Lenders Party
Hereto
BANC OF AMERICA SECURITIES LLC,
RBS SECURITIES INC.,
SUMITOMO MITSUI BANKING CORPORATION,
J.P. MORGAN SECURITIES
INC.
as Global Lead Arrangers and Global Book Runners
THIRD AMENDMENT TO
GLOBAL SENIOR CREDIT AGREEMENT
THIS THIRD
AMENDMENT TO GLOBAL SENIOR CREDIT AGREEMENT (this “
Amendment ”) is entered into as of
August 21, 2009 among PROLOGIS , a Maryland real estate
investment trust (“ ProLogis ”), the
other Loan Parties listed on the signature pages hereof, the
undersigned Lenders, BANK OF AMERICA, N.A. , as Global
Administrative Agent, Collateral Agent, U.S. Funding Agent, U.S.
Swing Line Lender, and a U.S. L/C Issuer, BANK OF AMERICA,
N.A. , acting through its Canada branch, as Canadian Funding
Agent and a Canadian L/C Issuer, THE ROYAL BANK OF SCOTLAND
PLC (successor to ABN AMRO Bank N.V.), as a Global
Co-Syndication Agent, ABN AMRO BANK, N.V. , as Euro Funding
Agent, Euro Swing Line Lender, and a Euro L/C Issuer, and
SUMITOMO MITSUI BANKING CORPORATION , as a Global
Co-Syndication Agent, Yen Funding Agent, KRW Funding Agent, and a
Yen L/C Issuer.
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A.
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Reference is hereby made to that
certain Global Senior Credit Agreement dated as of October 6, 2005,
executed by ProLogis, the other Borrowers, and the Credit Parties
(as amended prior to the date hereof, the “ Credit
Agreement ”).
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B.
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Capitalized terms used herein shall,
unless otherwise indicated, have the respective meanings set forth
in the Credit Agreement, as amended hereby.
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C.
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Borrowers and Credit Parties desire
to amend certain provisions contained in the Credit Agreement, in
each case subject to the terms and conditions set forth
herein.
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NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1.
Amendments to the Credit Agreement. The Credit Agreement (including the Exhibits and
Schedules) is hereby amended in its entirety in the form of
Exhibit A attached hereto.
2.
Amendments of Credit Agreement and Other Loan
Documents.
(a) All
references in the Loan Documents to the Credit Agreement shall
henceforth be references to 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) 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.
(c)
Section 2(b) of the Pledge Agreement executed by
ProLogis is hereby amended in its entirety to read as
follows:
ProLogis Global Third
Amendment
(b)
(i) all supporting obligations for the Pledged Debt and
(ii) all security for the Pledged Debt, including, without
limitation, all equity interests, investment property, general
intangibles and other assets or property securing such Pledged
Debt;
3. Extension
Option. Each Lender
identified as a Lender or Fronting Lender on
Schedule 2.1-2 and
Schedule 2.2-2 , as applicable, to the Credit
Agreement as amended hereby agrees, subject to the terms and
conditions of the Credit Agreement, as amended hereby, to extend
its obligations and Commitments under the applicable Tranches
and/or Fronting Commitments (with respect to a Fronting Lender) in
the amounts set forth on Schedule 2.1-2 and
Schedule 2.2-2 , as applicable, from the Initial
Maturity Date until the Extended Maturity Date (as defined in the
Credit Agreement, as amended hereby). Each such consent shall be
irrevocable and binding on such Lender and its successors and
permitted assigns.
4.
Ratifications. Each
Borrower (including ProLogis in its capacities as a Guarantor under
the Parent Guaranty and a Pledgor under the Pledge Agreement
executed by ProLogis) (a) ratifies and confirms all provisions
of the Loan Documents to which it is a party as amended by this
Amendment and (b) confirms that no guaranty or Lien granted,
conveyed, or assigned by such Borrower to any of the Credit Parties
under the Loan Documents is released, reduced, or otherwise
adversely affected by this Amendment and that each such guaranty or
Lien continues to guarantee and secure full payment and performance
of the present and future Obligations of Borrowers as set forth
under the Loan Documents.
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 such Borrower; (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 by such Borrower of this
Amendment; (c) the Loan Documents to which such Borrower is a
party, as amended by this Amendment, are valid and binding upon
such Borrower and are enforceable against such Borrower in
accordance with their respective terms, except as limited by Debtor
Relief Laws and general principles of equity; (d) the
execution, delivery, and performance by such Borrower of this
Amendment do not require the consent of any other Person and do not
and will not constitute a violation of any Law, order of any
Governmental Authority, or material agreement to which such
Borrower is a party or by which such Borrower is bound;
(e) all representations and warranties of such Borrower in the
Loan Documents to which such Borrower is a party, as amended by
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 speaks to a different specific date or
(ii) the facts on which any of them was based have been
changed by transactions contemplated or permitted by the Credit
Agreement; and (f) both before and after giving effect to this
Amendment, no Default exists.
6.
Termination of Term Loan. ProLogis notifies Bank of America, as
Administrative Agent under the Senior Credit Agreement dated
February 8, 2007, among ProLogis and certain affiliates, as
borrowers, Bank of America, N.A., as Administrative Agent, and the
lenders named therein (the “ Senior Loan
Agreement ”), that, effective automatically as of the
Amendment Effective Date, Prologis irrevocably terminates the
Aggregate Commitments (as defined in the Senior Loan Agreement).
Each Lender under the Credit Agreement that is a Lender under
the
ProLogis Global Third
Amendment
2
Senior Loan
Agreement hereby waives any requirement set forth in
Section 3.2.2 of the Senior Loan Agreement that
ProLogis provide prior notice of the termination of the Aggregate
Commitments thereunder.
7.
Conditions. This
Amendment shall be effective on the date that each of the following
conditions is satisfied (the “ Amendment Effective
Date ”):
(a) this
Amendment is executed by each Borrower, Global Administrative
Agent, the Required Lenders, the Funding Agents, the L/C Issuers,
and the Swing Line Lenders;
(b) an
Amendment and Supplement No. 1 to the Security Agency
Agreement (the “ SAA Amendment ”),
substantially in the form of Exhibit B hereto,
has been executed and delivered by all parties thereto;
(c) 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 speaks to
a different specific date, or (ii) the facts on which any of
them was based have been changed by transactions contemplated or
permitted by the Credit Agreement;
(d) there
shall not have been any event or circumstance since the date of the
Audited Financial Statements that has had or would be reasonably
expected to have, either individually or in the aggregate, a
Material Adverse Effect;
(e) Global
Administrative Agent has received such certificates of resolutions
or other action from each Loan Party as Global Administrative Agent
may reasonably require to evidence the authority of such Loan Party
to execute and deliver this Amendment;
(f) Global
Administrative Agent has received favorable opinion letters from
counsel to the Loan Parties, addressed to the Credit Parties, as to
such matters concerning the Loan Parties and this Amendment as
Global Administrative Agent may reasonably request;
(g) all fees
required to be paid on or before the Amendment Effective Date shall
have been paid;
(h) Global
Administrative Agent has received evidence that all “
Obligations ” (as defined in the Senior Loan
Agreement), other than contingent indemnification obligations that
will survive the termination of the Senior Loan Agreement, have
been or concurrently with the effectiveness hereof will be paid in
full in cash;
(i) contemporaneously
with the execution hereof, the Master Assignments and Assumptions
attached hereto as Exhibit C with respect to
various assignments under the U.S. Tranche, the Canadian Tranche
and the Euro Tranche are duly executed and delivered by all the
parties thereto; and
(j) both
before and after giving effect to this Amendment, no Default
exists.
8. Continued
Effect. Except to the
extent amended hereby, all terms, provisions, and conditions of the
Credit Agreement and the other Loan Documents, and all documents
executed
ProLogis Global Third
Amendment
3
in connection
therewith, shall continue in full force and effect and shall remain
enforceable and binding in accordance with their respective terms,
subject to Debtor Relief Laws and general principles of
equity.
9.
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 New York 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. A signature page hereto delivered by facsimile or
electronic mail shall be effective as delivery of a manually-signed
counterpart hereof.
10.
Parties. This Amendment
binds and inures to the benefit of the parties hereto and their
respective successors and permitted assigns.
11.
Entireties. The Credit
Agreement and the other Loan Documents, as amended by this
Amendment, represent the final agreement among the parties about
the subject matter of the Credit Agreement and the other Loan
Documents and may not be contradicted by evidence of prior,
contemporaneous, or subsequent oral agreements of the parties.
There are no unwritten oral agreements between the
parties.
12.
Authorization. Each
Credit Party that is a signatory to this Amendment authorizes and
directs Bank of America, in its capacity as Global Administrative
Agent (acting on behalf of such Credit Party) and in its capacity
as Collateral Agent, to execute and deliver the SAA Amendment
concurrently with the effectiveness of this Amendment.
[Remainder of Page Intentionally
Left Blank;
Signature Pages to Follow.]
ProLogis Global Third
Amendment
4
Executed as of
the date first written above.
PROLOGIS , a Maryland real estate investment
trust
PLD
INTERNATIONAL INCORPORATED ,
a Delaware corporation
PLD
INTERNATIONAL FINANCE LLC ,
a Delaware limited liability company
PROLOGIS
JAPAN FINANCE INCORPORATED,
a Delaware corporation
PROLOGIS
CANADA INVESTMENT 11 TRUST ,
a Maryland business trust
PROLOGIS
CANADA INVESTMENT 12 TRUST ,
a Maryland business trust
PROLOGIS
CANADA INVESTMENT 13 TRUST ,
a Maryland business trust
PROLOGIS
CANADA INVESTMENT 14 TRUST ,
a Maryland business trust
PROLOGIS
CANADA INVESTMENT 15 TRUST ,
a Maryland business trust
PROLOGIS
CANADA INVESTMENT 16 TRUST ,
a Maryland business trust
PROLOGIS
LOGISTICS SERVICES
INCORPORATED , a Delaware
corporation
PROLOGIS
FINANCE LLC , a Delaware
limited liability
company, by ProLogis, a Maryland real estate investment
trust its managing member
PROLOGIS
FINANCE-PALMTREE LLC ,
a Delaware limited liability company, by ProLogis, a
Maryland real estate investment trust its managing
member
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By:
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/s/ Phillip D.
Joseph, Jr.
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Name:
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Phillip D.
Joseph, Jr.
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Title:
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Senior Vice
President and Treasurer
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Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
US BORROWER
SIGNATURES (CONT’D)
PLD EUROPE
FINANCE B.V. ,
a Netherlands private company with limited liability
PROLOGIS UK
FUNDING II B.V.,
a Netherlands private company with limited liability
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By:
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/s/ Peter
Ruijgrok
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Name:
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ProLogis
Directorship II B.V.
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In turn
represented by Peter Ruijgrok
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Title:
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Managing
Director
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Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
CANADIAN
BORROWER SIGNATURES
PROLOGIS
CANADA INVESTMENT 3 TRUST ,
a Maryland business trust
PROLOGIS
CANADA INVESTMENT 6 TRUST ,
a Maryland business trust
PROLOGIS
CANADA INVESTMENT 8 TRUST ,
a Maryland business trust
PROLOGIS
CANADA INVESTMENT 9 TRUST ,
a Maryland business trust
PROLOGIS
CANADA INVESTMENT 10 TRUST ,
a Maryland business trust
PROLOGIS
CANADA INVESTMENT 11 TRUST ,
a Maryland business trust
PROLOGIS
CANADA INVESTMENT 12 TRUST ,
a Maryland business trust
PROLOGIS
CANADA INVESTMENT 13 TRUST ,
a Maryland business trust
PROLOGIS
CANADA INVESTMENT 14 TRUST ,
a Maryland business trust
PROLOGIS
CANADA INVESTMENT 15 TRUST ,
a Maryland business trust
PROLOGIS
CANADA INVESTMENT 16 TRUST ,
a Maryland business trust
PROLOGIS
FINANCE LLC , a Delaware
limited liability
company, by ProLogis, a Maryland real estate investment
trust, its managing member
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
CANADIAN
BORROWER SIGNATURES (CONT’D)
PROLOGIS
FINANCE-PALMTREE LLC ,
a Delaware limited liability company, by ProLogis, a
Maryland real estate investment trust, its managing
member
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By:
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/s/ Phillip D.
Joseph, Jr.
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Name:
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Phillip D.
Joseph, Jr.
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Title:
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Senior Vice
President and Treasurer
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Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
EUROPEAN
BORROWER SIGNATURES
PLD EUROPE
FINANCE B.V. ,
a Netherlands private company with limited liability
PLD EUROPE
FINANCE II B.V. ,
a Netherlands private company with limited liability
PROLOGIS UK
FUNDING II B.V.,
a Netherlands private company with limited liability
PROLOGIS UK
FUNDING III B.V.,
a Netherlands private company with limited liability
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By:
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/s/ Peter
Ruijgrok
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Name:
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ProLogis
Directorship II B.V.
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In turn
represented by Peter Ruijgrok
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Title:
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Managing
Director
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PROLOGIS , a Maryland real estate investment
trust
PLD
INTERNATIONAL INCORPORATED ,
a Delaware corporation
PLD
INTERNATIONAL FINANCE LLC ,
a Delaware limited liability company
PROLOGIS
JAPAN FINANCE INCORPORATED,
a Delaware corporation
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By:
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/s/ Phillip D. Joseph, Jr.
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Name:
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Phillip D.
Joseph, Jr.
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Title:
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Senior Vice
President and Treasurer
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Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
MAISHIMA
THREE SPECIAL PURPOSE
COMPANY , a Japanese
company
NARASHINO
THREE SPECIAL PURPOSE
COMPANY , a Japanese
company
NARITA THREE
SPECIAL PURPOSE COMPANY ,
a Japanese company
PROLOGIS
MISATO SPECIAL PURPOSE COMPANY ,
a Japanese company
PROLOGIS
OSAKA TWO SPECIAL PURPOSE
COMPANY , a Japanese
company
PROLOGIS
TOKONAME SPECIAL PURPOSE
COMPANY , a Japanese
company
ICHIKAWA ONE
SPECIAL PURPOSE COMPANY ,
a Japanese company
TAKATSUKI
TWO SPECIAL PURPOSE COMPANY ,
a Japanese company
IWANUMA ONE
SPECIAL PURPOSE COMPANY ,
a Japanese company
ZAMA ONE
SPECIAL PURPOSE COMPANY ,
a
Japanese company
KITA NAGOYA
SPECIAL PURPOSE COMPANY ,
a Japanese company
ICHIKAWA TWO
SPECIAL PURPOSE COMPANY ,
a Japanese company
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By:
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/s/ Kazuhiro
Tsutsumi
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Name:
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Kazuhiro
Tsutsumi
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Title:
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Director
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Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
YEN BORROWER
SIGNATURES (CONT’D)
PROLOGIS
TOKYO FINANCE INVESTMENT
LIMITED PARTNERSHIP , a
Japanese company,
by ProLogis Tokyo Finance LLC, a Delaware limited
liability company
PROLOGIS , a Maryland real estate investment
trust
PROLOGIS
JAPAN FINANCE INCORPORATED,
a Delaware corporation
PLD
INTERNATIONAL INCORPORATED ,
a Delaware corporation
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By:
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/s/ Phillip D.
Joseph, Jr.
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Name:
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Phillip D.
Joseph, Jr.
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Title:
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Senior Vice
President and Treasurer
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PLD EUROPE
FINANCE B.V. ,
a Netherlands private company with limited liability
PROLOGIS UK
FUNDING II B.V.,
a Netherlands private company with limited liability
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By:
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/s/ Peter
Ruijgrok
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Name: ProLogis Directorship II
B.V.
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In
turn represented by Peter Ruijgrok
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Title: Managing
Director
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Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
KOREAN BORROWER
SIGNATURES
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PLD ANSUNG
LLC ,
a Korean limited liability company
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SEAL
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PLD ASAN
LLC ,
a Korean limited liability company
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SEAL
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PLD BAEKAM
LLC ,
a Korean limited liability company
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SEAL
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PLD CHEONAN
LLC ,
a Korean limited liability company
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SEAL
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PLD
DEOKPYUNG LLC ,
a Korean limited liability company
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SEAL
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PLD
DEOKPYUNG 2 LLC ,
a Korean limited liability company
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SEAL
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PLD GONJIAM
LLC ,
a Korean limited liability company
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SEAL
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PLD INCHEON
LLC ,
a Korean limited liability company
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SEAL
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PLD
NAMYANGJU LLC ,
a Korean limited liability company
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SEAL
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PLD OJUNG
LLC ,
a Korean limited liability company
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SEAL
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PLD OKCHEON
LLC ,
a Korean limited liability company
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SEAL
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PLD YONGIN
LLC ,
a Korean limited liability company
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SEAL
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PROLOGIS
KOREAN MANAGEMENT LLC,
a Korean limited liability company
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SEAL
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By:
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/s/ Sunwoo Nam
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Name:
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Sunwoo Nam, on
behalf of all
entities listed above
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Title:
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Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
BANK OF
AMERICA, N.A. ,
as Global Administrative Agent,
Collateral Agent,
U.S. Funding Agent,
U.S. Swing Line Lender, and
a U.S. L/C Issuer
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By:
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/s/ Will T.
Bowers, Jr.
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Will T. Bowers,
Jr., Senior Vice President
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Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
BANK OF
AMERICA, N.A. , acting
through its Canada branch,
as Canadian Funding Agent and
a Canadian L/C Issuer
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By:
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/s/ Medina
Sales De Andrade
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Medina Sales De
Andrade, Vice President
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Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
ABN AMRO
BANK, N.V. ,
as Euro Funding Agent and
a Euro L/C Issuer
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By:
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/s/ Urvi
Widhani
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Name:
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Title:
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Assistant
Director
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By:
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/s/ G.J. Wilmer
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Name:
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Title:
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Director
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Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
SUMITOMO
MITSUI BANKING CORPORATION ,
as Yen Funding Agent and
a Yen L/C Issuer
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By:
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/s/ William G.
Karl
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Name:
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Title:
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General
Manager
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Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
SUMITOMO
MITSUI BANKING CORPORATION ,
as KRW Funding Agent
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By:
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/s/ William G.
Karl
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Name:
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Title:
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General
Manager
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Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
JPMORGAN
CHASE BANK, N.A. ,
as a Fronting Lender
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By:
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/s/ Kimberly
Turner
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Name:
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Title:
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Executive
Director
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Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
THE ROYAL
BANK OF SCOTLAND PLC ,
as a Fronting Lender
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By:
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/s/ Brett
Thompson
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Senior Vice
President
|
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
SUMITOMO
MITSUI BANKING CORPORATION ,
as a Fronting Lender
|
|
|
|
|
|
|
|
By:
|
/s/ William G.
Karl
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
General
Manager
|
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
BANK OF
AMERICA, N.A. ,
as a U.S. Lender and a Euro Lender
BANK OF
AMERICA, N.A. , TOKYO
BRANCH
as a Yen Lender
BANK OF
AMERICA, N.A. , SEOUL
BRANCH
as a KRW Lender
BANK OF
AMERICA, N.A. ,
as a Fronting Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Will T.
Bowers, Jr.
|
|
|
|
|
Will T. Bowers,
Jr., Senior Vice President
|
|
|
|
|
|
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
BANK OF
CHINA, NEW YORK BRANCH ,
as a U.S. Lender
|
|
|
|
|
|
|
|
By:
|
/s/ William W.
Smith
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Deputy General
Manager
|
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
THE BANK OF
NOVA SCOTIA ,
as a U.S. Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Patrik
G. Norris
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Director
|
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
BARCLAYS
BANK PLC ,
as a U.S. Lender
|
|
|
|
|
|
|
|
By:
|
/s/ David
Barton
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Director
|
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
CALYON, NEW
YORK BRANCH ,
as a U.S. Lender
|
|
|
|
|
|
|
|
By:
|
/s/ John A Wain
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Managing
Director
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Paul
Ragusin
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Director
|
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
CITICORP
NORTH AMERICA, INC. ,
as a U.S. Lender
|
|
|
|
|
|
|
|
By:
|
/s/ John C.
Rowland
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Director
|
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
DEUTSCHE
BANK, AG , NEW YORK
BRANCH
as a U.S. Lender
|
|
|
|
By:
|
/s/ Perry
Forman
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
By:
|
/s/ George R.
Reynolds
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Director
|
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
FORTIS BANK
(NEDERLAND) N.V. ,
as a U.S. Lender
|
|
|
|
By:
|
/s/ R.J. van
Deelen
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Managing
Director
|
|
|
|
|
|
By:
|
/s/ M.W. Eijker
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Senior
Associate Origination
|
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
GOLDMAN
SACHS BANK USA ,
as a U.S. Lender
|
|
|
|
By:
|
/s/ Mark Walton
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Authorized
Signatory
|
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
ING REAL
ESTATE FINANCE (USA) LLC ,
as a U.S. Lender
|
|
|
|
By:
|
/s/ Maria D.
Kastanis
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Senior
Director
|
|
|
|
|
|
By:
|
/s/ R. William
Knickerbocker
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Vice
President
|
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
JPMORGAN
CHASE BANK, N.A. ,
as a U.S. Lender
|
|
|
|
By:
|
/s/ Kimberly Turner
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Executive
Director
|
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
MORGAN
STANLEY, N.A. ,
as a U.S. Lender
|
|
|
|
By:
|
/s/ Melissa James
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Authorized
Signatory
|
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
MORGAN
STANLEY SENIOR FUNDING INC. ,
as a U.S. Lender
|
|
|
|
By:
|
/s/ Ryan Vetsch
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Vice
President
|
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
THE NORTHERN
TRUST COMPANY ,
as a U.S. Lender
|
|
|
|
By:
|
/s/ Carol
B. Conklin
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Vice
President
|
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
ROYAL BANK
OF CANADA ,
as a U.S. Lender
|
|
|
|
By:
|
/s/ Dan LePage
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Authorized
Signatory
|
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
THE ROYAL
BANK OF SCOTLAND PLC ,
as a U.S. Lender
|
|
|
|
By:
|
/s/ Brett
Thompson
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Senior Vice
President
|
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
SOCIETE
GENERALE ,
as a U.S. Lender
|
|
|
|
By:
|
/s/ Gregoire
Simon-Barboux
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Deputy Global
Head
|
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
SUMITOMO
MITSUI BANKING CORPORATION ,
as a U.S. Lender,
|
|
|
|
By:
|
/s/ William G.
Karl
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
General
Manager
|
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
U.S. BANK
NATIONAL ASSOCIATION ,
as a U.S. Lender
|
|
|
|
By:
|
/s/ Sandra A.
Sauer
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Vice
President
|
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
WACHOVIA
BANK, NATIONAL ASSOCIATION ,
as a U.S. Lender
|
|
|
|
By:
|
/s/ Matthew Ricketts
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Director
|
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
LENDERS:
ABN AMRO BANK N.V. ,
as a Canadian Lender
|
|
|
|
By:
|
/s/ Christiane
Vachon
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
First Vice
President
|
|
|
|
|
|
|
|
By:
|
/s/ H. Bayu
Budiatmanto
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Vice
President
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
BANK OF
AMERICA, N.A. , acting
through its Canada
branch,
as a Canadian Lender
|
|
|
|
By:
|
/s/ Medina
Sales De Andrade
|
|
|
|
|
Medina Sales De
Andrade, Assistant Vice President
|
|
|
|
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
THE BANK OF
NOVA SCOTIA ,
as a Canadian Lender
|
|
|
|
By:
|
/s/ Patrik G.
Norris
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Director
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
CITIBANK,
N.A., CANADIAN BRANCH,
as a Canadian Lender
|
|
|
|
By:
|
/s/ John
Hastings
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Authorized
Signatory
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
DEUTSCHE
BANK AG, CANADA BRANCH,
as a Canadian Lender
|
|
|
|
By:
|
/s/ Eitan Szlak
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Vice
President
|
|
|
|
|
|
|
|
By:
|
/s/ Marcellus
Leung
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Assistant Vice
President
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
JPMORGAN
CHASE BANK, N.A.,
as a Canadian Lender
|
|
|
|
By:
|
/s/ Kimberly
Turner
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Executive
Director
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
MORGAN
STANLEY SENIOR FUNDING (NOVA
SCOTIA) CO. ,
as a Canadian Lender
|
|
|
|
By:
|
/s/ Mark D.
Cross
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Vice
President
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
ROYAL BANK
OF CANADA ,
as a Canadian Lender
|
|
|
|
By:
|
/s/ Dan LePage
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Authorized
Signatory
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
SUMITOMO
MITSUI BANKING CORPORATION
OF CANADA ,
as a Canadian Lender
|
|
|
|
By:
|
/s/ Alfred Lee
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Senior Vice
President
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
LENDERS:
ABN AMRO BANK N.V. ,
as a Euro Lender
|
|
|
|
By:
|
/s/ Carlo Koop
|
|
|
|
Name:
|
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
By:
|
/s/ Mick Borms
|
|
|
|
Name:
|
|
|
|
|
Title:
|
Assistant
Director
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
BARCLAYS
BANK PLC ,
as a Euro Lender
|
|
|
|
By:
|
/s/ David
Barton
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Director
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
CITICORP
NORTH AMERICA, INC. ,
as a Euro Lender
|
|
|
|
By:
|
/s/ John C.
Rowland
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Director
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
DEUTSCHE
BANK AG NEW YORK BRANCH ,
as a Euro Lender
|
|
|
|
By:
|
/s/ Perry
Forman
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
By:
|
/s/ George R.
Reynolds
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Director
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
DEUTSCHE
POSTBANK INTERNATIONAL S.A. ,
as a Euro Lender
|
|
|
|
By:
|
/s/ Thomas
Pfleger
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
By:
|
/s/ Klaus
Grosserkathofer
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
FORTIS BANK
(NEDERLAND) N.V. ,
as a Euro Lender
|
|
|
|
By:
|
/s/ R.J. van
Deelen
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Managing
Director
|
|
|
|
|
|
|
|
By:
|
/s/ M.W. Brjker
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Senior
Associate Origination
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
GOLDMAN
SACHS BANK USA ,
as a Euro Lender
|
|
|
|
By:
|
/s/ Mark Walton
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Authorized
Signatory
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
ING REAL
ESTATE FINANCE (USA) LLC ,
as a Euro Lender
|
|
|
|
By:
|
/s/ Maria D.
Kastanis
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Senior
Director
|
|
|
|
|
|
|
|
By:
|
/s/ R. William
Knickerbocker
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Vice
President
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
JPMORGAN
CHASE BANK, N.A. ,
as a Euro Lender
|
|
|
|
By:
|
/s/ Kimberly
Turner
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Executive
Director
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
MORGAN
STANLEY BANK INTERNATIONAL
LIMITED ,
as a Euro Lender
|
|
|
|
By:
|
/s/ Anne Siew
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Authorized
Signatory
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
ROYAL BANK
OF CANADA ,
as a Euro Lender
|
|
|
|
By:
|
/s/ Dan LePage
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Authorized
Signatory
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
THE ROYAL
BANK OF SCOTLAND PLC ,
as a Euro Lender
|
|
|
|
By:
|
/s/ Brett
Thompson
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Senior Vice
President
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
SCOTIABANK
EUROPE PLC ,
as a Euro Lender
|
|
|
|
By:
|
/s/ John
O’Connor
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Head of Credit
Administration
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
SOCIETE
GENERALE ,
as a Euro Lender
|
|
|
|
By:
|
/s/ Gregoire
Simon-Barboux
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Deputy Global
Head
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
SUMITOMO
MITSUI BANKING CORPORATION ,
as a Euro Lender,
|
|
|
|
By:
|
/s/ William G.
Karl
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
General
Manager
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
WACHOVIA
BANK, NATIONAL ASSOCIATION ,
as a Euro Lender
|
|
|
|
By:
|
/s/ Matthew
Ricketts
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Director
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
LENDERS:
THE BANK OF NOVA SCOTIA,
as a Yen Lender
|
|
|
|
By:
|
/s/ William G.
Said
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Vice President
& Country Head
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
THE BANK OF
TOKYO-MITSUBISHI UFJ, LTD., NEW
YORK BRANCH,
as a Yen Lender
|
|
|
|
By:
|
/s/ John Feeney
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Vice
President
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
CALYON, TOKYO
BRANCH,
as a Yen Lender
|
|
|
|
By:
|
/s/
Francois-Xavier Thomas
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Managing
Director and Branch Manager
|
|
|
|
|
|
|
|
By:
|
/s/ Makiyo
Narushima
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Managing
Director
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
CITIBANK JAPAN
LTD.,
as a Yen Lender
|
|
|
|
By:
|
/s/ Yushiyuki
Hijikata
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Vice President
and Director
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
|
|
|
DEUTSCHE BANK
AG, TOKYO BRANCH,
the Tokyo Branch of a German aktien gesellschaft
as a Yen Lender
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
Name:
|
|
/s/ Ikuo
Kodama
|
|
|
|
|
|
Title:
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
Name:
|
|
/s/ Mayuri
Tateishi
|
|
|
|
|
|
Title:
|
|
Director
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
|
|
|
ING BANK N.V.,
TOKYO BRANCH,
as a Yen Lender
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
Name:
|
|
/s/ Yuichi
Hirasawa
|
|
|
|
|
|
Title:
|
|
Vice
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
Name:
|
|
/s/ Atsuyoshi
Murao
|
|
|
|
|
|
Title:
|
|
Chief Operating
Officer
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
JPMORGAN CHASE
BANK, N.A.,
as a Yen Lender
|
|
|
|
By:
|
/s/ Kimberly
Turner
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Executive
Director
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
THE ROYAL BANK
OF SCOTLAND PLC,
as a Yen Lender
|
|
|
|
By:
|
/s/ Craig
Roberts
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Head of
Portfolio Management
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
SOCIETE
GENERALE, TOKYO BRANCH,
as a Yen Lender
|
|
|
|
By:
|
/s/
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
[SEAL]
|
|
|
By:
|
/s/
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
|
|
Signature Page to
Third Amendment to ProLogis Global Senior Credit
Agreement
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
SUMITOMO MITSUI
BANKING CORPORATION,
as a Yen Lender,
|
|
|
|
By:
|
/s/ William G.
Karl
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
General
Manager
|
|
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
LENDERS:
ABN AMRO SEOUL BRANCH ,
as a KRW Lender
|
|
|
|
By:
|
/s/ Jae Hong
Park
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
V/P
|
|
|
|
|
|
|
|
By:
|
/s/ Hong Soo
Kim
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
E/D
|
|
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
CALYON,
SEOUL BRANCH ,
as a KRW Lender
|
|
|
|
By:
|
/s/ Gin H. Lee
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Senior Country
Officer
|
|
|
|
|
|
|
|
By:
|
/s/ Hyoung-Tae
Kim
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
Head of
Corporate Coverage Group
|
|
Executed as of
the date first written above.
|
|
|
|
|
|
|
|
SUMITOMO
MITSUI BANKING CORPORATION ,
as a KRW Lender
|
|
|
|
By:
|
/s/ William G. Karl
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
General
Manager
|
|
GLOBAL SENIOR CREDIT
AGREEMENT
Dated as of October 6,
2005
CERTAIN AFFILIATE
BORROWERS,
as Borrowers,
as Global Administrative Agent,
Collateral Agent, U.S. Funding Agent, U.S. Swing Line Lender,
and a U.S. L/C Issuer,
BANK OF AMERICA, N.A.,
acting through its Canada branch, as Canadian Funding Agent and a
Canadian L/C Issuer,
ABN AMRO BANK N.V.,
as Euro Funding Agent, Euro Swing Line Lender, and a Euro L/C
Issuer,
SUMITOMO MITSUI BANKING
CORPORATION ,
as a Global Co-Syndication Agent, Yen Funding Agent, KRW Funding
Agent, and a Yen L/C Issuer,
THE ROYAL BANK OF SCOTLAND PLC
and JPMORGAN CHASE BANK, N.A.,
as Global Co-Syndication Agents,
The Other Lenders Party
Hereto
BANC OF AMERICA SECURITIES LLC,
RBS SECURITIES INC.,
SUMITOMO MITSUI BANKING CORPORATION,
J.P. MORGAN SECURITIES
INC.
as Global Lead Arrangers and Global Book Runners
Global Senior Credit
Agreement
|
|
|
|
|
|
|
|
|
Page
|
ARTICLE I DEFINITIONS AND ACCOUNTING
TERMS
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
1.2 Other Interpretive Provisions
|
|
|
55
|
|
|
|
|
|
56
|
|
1.4 Exchange Rates; Currency
Equivalents
|
|
|
57
|
|
|
|
|
|
57
|
|
|
|
|
|
58
|
|
1.7 Determination of Letter of Credit Amounts
and Whether a Letter of Credit is Outstanding
|
|
|
58
|
|
|
|
|
|
|
|
ARTICLE II U.S. COMMITMENTS AND U.S. CREDIT
EXTENSIONS
|
|
|
58
|
|
|
|
|
|
|
|
|
|
|
|
58
|
|
|
|
|
|
59
|
|
2.3 U.S. Committed Borrowings, Conversions and
Continuations of U.S. Committed Loans
|
|
|
62
|
|
2.4 U.S. Letters of Credit
|
|
|
64
|
|
2.5 U.S. Swing Line Loans
|
|
|
65
|
|
|
|
|
|
68
|
|
|
|
|
|
|
|
ARTICLE III CANADIAN COMMITMENTS AND CANADIAN
COMMITTED LOANS
|
|
|
69
|
|
|
|
|
|
|
|
3.1 Canadian Committed Loans
|
|
|
69
|
|
3.2 Canadian Committed Borrowings, Conversions
and Continuations of Canadian Committed Loans
|
|
|
70
|
|
3.3 Canadian Letters of Credit
|
|
|
72
|
|
|
|
|
|
72
|
|
3.5 Termination of Canadian
Commitments
|
|
|
73
|
|
|
|
|
|
|
|
ARTICLE IV EURO COMMITMENTS AND EURO CREDIT
EXTENSIONS
|
|
|
73
|
|
|
|
|
|
|
|
|
|
|
|
73
|
|
|
|
|
|
73
|
|
4.3 Euro Committed Borrowings, Conversions and
Continuations of Euro Committed Loans
|
|
|
77
|
|
4.4 Euro Letters of Credit
|
|
|
78
|
|
4.5 Euro Swing Line Loans
|
|
|
79
|
|
|
|
|
|
82
|
|
|
|
|
|
|
|
ARTICLE V YEN COMMITMENTS AND YEN CREDIT
EXTENSION
|
|
|
84
|
|
|
|
|
|
|
|
|
|
|
|
84
|
|
|
|
|
|
84
|
|
5.3 Yen Committed Borrowings, Conversions and
Continuations of Yen Committed Loans
|
|
|
87
|
|
5.4 Yen Letters of Credit
|
|
|
89
|
|
|
|
|
|
90
|
|
-i-
TABLE OF CONTENTS
(continued)
|
|
|
|
|
|
|
|
|
Page
|
ARTICLE VI KRW COMMITMENTS AND KRW COMMITTED
LOANS
|
|
|
91
|
|
|
|
|
|
|
|
|
|
|
|
91
|
|
6.2 Borrowings, Conversions and Continuations of
KRW Committed Loans
|
|
|
91
|
|
|
|
|
|
92
|
|
6.4 Termination of KRW Commitments
|
|
|
93
|
|
|
|
|
|
|
|
ARTICLE VII GENERAL PROVISIONS APPLICABLE TO
LETTERS OF CREDIT
|
|
|
93
|
|
|
|
|
|
|
|
7.1 Limitations on Obligations to Issue Letters
of Credit
|
|
|
93
|
|
7.2 Procedures for Issuance and Amendment of
Letters of Credit; Auto-Extension Letters of Credit
|
|
|
94
|
|
7.3 Drawings and Reimbursements; Funding of
Participations
|
|
|
96
|
|
7.4 Repayment of Participations
|
|
|
98
|
|
7.5 Borrower Obligations Absolute
|
|
|
99
|
|
|
|
|
|
100
|
|
|
|
|
|
100
|
|
|
|
|
|
101
|
|
7.9 Letter of Credit Fees
|
|
|
101
|
|
7.10 Fronting Fee and Documentary and Processing
Charges Payable to each L/C Issuer
|
|
|
102
|
|
7.11 Conflict with Issuer Documents
|
|
|
102
|
|
7.12 Letters of Credit Issued for Eligible
Affiliate
|
|
|
102
|
|
|
|
|
|
|
|
ARTICLE VIII GENERAL PROVISIONS APPLICABLE TO
LOANS
|
|
|
104
|
|
|
|
|
|
|
|
8.1 Minimum Amounts for Committed Borrowings,
Conversions or Continuations and Prepayments
|
|
|
104
|
|
8.2 Termination or Reduction of Commitments and
Removal of a Borrower
|
|
|
105
|
|
|
|
|
|
106
|
|
|
|
|
|
107
|
|
|
|
|
|
109
|
|
8.6 Computation of Interest and Fees
|
|
|
111
|
|
8.7 Evidence of Debt and Promissory
Note
|
|
|
112
|
|
8.8 Payments Generally; Global Administrative
Agent’s Clawback
|
|
|
112
|
|
8.9 Sharing of Payments by Lenders in a
Tranche
|
|
|
115
|
|
8.10 Extension of Initial Maturity
Date
|
|
|
116
|
|
8.11 Additional Affiliate Borrowers
|
|
|
117
|
|
8.12 Reallocation of Commitments
|
|
|
119
|
|
8.13 Increase in Commitments
|
|
|
121
|
|
8.14 Establishment of Supplemental
Tranche
|
|
|
123
|
|
|
|
|
|
|
|
ARTICLE IX TAXES, YIELD PROTECTION AND
ILLEGALITY
|
|
|
124
|
|
|
|
|
|
|
|
|
|
|
|
124
|
|
|
|
|
|
127
|
|
9.3 Inability to Determine Rates
|
|
|
128
|
|
9.4 Increased Costs Generally
|
|
|
129
|
|
9.5 Compensation for Losses
|
|
|
131
|
|
-ii-
TABLE OF CONTENTS
(continued)
|
|
|
|
|
|
|
|
|
Page
|
9.6 Mitigation Obligations; Replacement of
Lenders
|
|
|
131
|
|
9.7 Qualified Lender Status
|
|
|
132
|
|
|
|
|
|
132
|
|
|
|
|
|
|
|
ARTICLE X CONDITIONS PRECEDENT TO CREDIT
EXTENSIONS
|
|
|
133
|
|
|
|
|
|
|
|
10.1 Conditions of Initial Credit
Extension
|
|
|
133
|
|
10.2 Conditions to all Credit
Extensions
|
|
|
134
|
|
|
|
|
|
|
|
ARTICLE XI REPRESENTATIONS AND
WARRANTIES
|
|
|
135
|
|
|
|
|
|
|
|
11.1 Existence, Qualification and Power;
Compliance with Laws
|
|
|
135
|
|
11.2 Authorization; No Contravention
|
|
|
135
|
|
11.3 Governmental Authorization; Other
Consents
|
|
|
136
|
|
|
|
|
|
136
|
|
11.5 Financial Statements
|
|
|
136
|
|
|
|
|
|
136
|
|
|
|
|
|
137
|
|
11.8 Ownership of Property; Liens
|
|
|
137
|
|
11.9 Environmental Compliance
|
|
|
137
|
|
|
|
|
|
137
|
|
|
|
|
|
137
|
|
11.12 Pension Law Compliance
|
|
|
137
|
|
11.13 Margin Regulations; Investment Company
Act
|
|
|
138
|
|
|
|
|
|
138
|
|
11.15 Compliance with Laws
|
|
|
139
|
|
|
|
|
|
139
|
|
|
|
|
|
139
|
|
11.18 Exemption from ERISA; Plan
Assets
|
|
|
139
|
|
11.19 Pledge of Unencumbered Pool
Properties
|
|
|
139
|
|
|
|
|
|
|
|
ARTICLE XII AFFIRMATIVE
COVENANTS
|
|
|
139
|
|
|
|
|
|
|
|
12.1 Financial Statements
|
|
|
139
|
|
12.2 Certificates; Other Information
|
|
|
140
|
|
|
|
|
|
142
|
|
12.4 Payment of Obligations | |
