AMENDMENT NO. 1 Dated as of March 27, 2012 to CREDIT AGREEMENT Dated as of March 11, 2011

EX-10.1 2 a12-8280_1ex10d1.htm EX-10.1

Exhibit 10.1

 

EXECUTION COPY

 

AMENDMENT NO. 1

 

Dated as of March 27, 2012

 

to

 

CREDIT AGREEMENT

 

Dated as of March 11, 2011

 

THIS AMENDMENT NO. 1 (this “Amendment”) is made as of March 27, 2012 by and among HCP, Inc., a Maryland corporation (the “Borrower”), the financial institutions listed on the signature pages hereof and Bank of America, N.A., as Administrative Agent (the “Administrative Agent’), under that certain Credit Agreement dated as of March 11, 2011 by and among the Borrower, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”).  Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

 

WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent agree to an amendment to the Credit Agreement; and

 

WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent have so agreed on the terms and conditions set forth herein;

 

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders party hereto and the Administrative Agent hereby agree to enter into this Amendment.

 

1.             Amendment to the Credit Agreement.  Effective as of the Amendment No. 1 Effective Date (as defined below), the parties hereto agree that the Credit Agreement is hereby amended as follows:

 

(a)           The definition of “Applicable Rate” appearing in Section 1.01 of the Credit Agreement is amended to delete the pricing grid appearing therein and to replace such pricing grid with the following:

 

 

 

 

 

Revolving Loans

 

Pricing
Level

 

Debt Ratings

 

Applicable
Rate for
Eurocurrency
Rate Loans
and Letter of
Credit Fees

 

Applicable
Rate for
Base Rate
Loans

 

1

 

>A- / >A3

 

100 bps

 

 

0 bps

 

 

 

 

 

 

 

 

 

 

 

 

2

 

>BBB+ / >Baa1

 

107.5 bps

 

 

7.5 bps

 

 

 

 

 

 

 

 

 

 

 

 

3

 

>BBB / >Baa2

 

122.5 bps

 

 

22.5 bps

 

 

 

 

 

 

 

 

 

 

 

 

4

 

>BBB- / >Baa3

 

147.5 bps

 

 

32.5 bps

 

 

 

 

 

 

 

 

 

 

 

 

5

 

<BBB- / <Baa3 or non-rated

 

185 bps

 

 

85 bps

 

 

 



 

(b)           The definition of “Consolidated Total Asset Value” appearing in Section 1.01 of the Credit Agreement is amended to add the proviso “; provided that, for purposes of calculating the Leverage Ratio, Consolidated Total Asset Value shall not include the aggregate amount of unrestricted cash and cash equivalents netted against Indebtedness of the Borrower and its Subsidiaries maturing in the immediately succeeding 24 months” to the end thereof.

 

(c)           The definition of “Facility Fee Rate” appearing in Section 1.01 of the Credit Agreement is amended to delete the pricing grid appearing therein and to replace such pricing grid with the following:

 

Pricing Level

 

Facility Fee

 

1

 

15 bps

 

 

2

 

17.5 bps

 

 

3

 

22.5 bps

 

 

4

 

32.5 bps

 

 

5

 

45 bps

 

 

 

(d)           The definition of “Revolving Maturity Date” appearing in Section 1.01 of the Credit Agreement is amended to delete the date “March 11, 2015” appearing therein and to replace such date with the date “March 11, 2016”.

 

(e)           Section 1.01 of the Credit Agreement is amended to add the following definition thereto in the appropriate alphabetical order:

 

Amendment No. 1 Effective Date” means March 27, 2012.

 

(f)            Clause (d) of Section 2.15 of the Credit Agreement is amended to delete the percentage “0.30%” appearing therein and to replace such percentage with the percentage “0.15%”.

 

(g)           Clause (e) of Section 7.10 of the Credit Agreement is amended to (i) delete the amount “$6,961,879,000” appearing therein and to replace such amount with the amount “$8,011,509,000” and (ii) delete the reference to “Closing Date” appearing therein and to replace such reference with “Amendment No. 1 Effective Date”.

 

(h)           Schedule 2.01 to the Credit Agreement is hereby replaced in its entirety with the Schedule 2.01 attached hereto.

 

(i)            Schedule 2.02 to the Credit Agreement is hereby replaced in its entirety with the Schedule 2.02 attached hereto.

 

2.             Departing Lenders and New Lenders.  The parties hereto hereby acknowledge and agree that:

 

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(a)           Each of Taiwan Business Bank, Los Angeles Branch, State Bank of India, First Commercial Bank, Los Angeles Branch, Bank of Taiwan, Los Angeles Branch, Cathay United Bank, Ltd., The Bank of East Asia, Limited, Los Angeles Branch, Hua Nan Commercial Bank, Ltd., New York Agency, Taipei Fubon Commercial Bank Co., Ltd., Mega International Commercial Bank Co., Ltd., Los Angeles Branch and Mega International Commercial Bank Co., Ltd., New York Branch (each a “Departing Lender” and collectively, the “Departing Lenders”) is entering into this Amendment solely to evidence its exit from the Credit Agreement and shall have absolutely no obligation hereunder.  Upon the effectiveness hereof and the payment described in Section 2(c)(iii), each Departing Lender shall no longer (i) constitute a “Lender” for all purposes under the Loan Documents, (ii) be a party to the Credit Agreement or (iii) have any obligations under any of the Loan Documents, in each case, without further action required on the part of any Person;

 

(b)           Each of Royal Bank of Canada, City National Bank, Comerica Bank and Taiwan Cooperative Bank, Los Angeles Branch (each a “New Lender” and collectively, the “New Lenders”) is entering into this Amendment and the Credit Agreement as a new Lender thereunder.  Upon the effectiveness hereof and the execution hereof by each New Lender, such New Lender shall constitute a “Lender” for all purposes under the Loan Documents; and

 

(c)           upon the effectiveness hereof: (i) the Administrative Agent shall be entitled to make or take such reallocations, sales, assignments or other relevant actions in respect of each Lender’s Revolving Loans, participations in Letters of Credit, participations in Swingline Loans and Alternative Currency Loan Credit Exposure, if any, under the Credit Agreement as it deems necessary to reflect the rights and obligations of the Lenders (including the Departing Lenders and the New Lenders) under the Credit Agreement as amended hereby, (ii) each Departing Lender’s “Revolving Commitment” under the Credit Agreement shall be terminated, (iii) each Departing Lender shall have received payment in full in immediately available funds of all of its outstanding Revolving Loans, funded participations in Letters of Credit, funded participations in Swingline Loans and Alternative Currency Loan Credit Exposure, all interest thereon and all other amounts payable to it under the Credit Agreement, (iv) each Departing Lender shall not be a Lender hereunder as evidenced by its execution and delivery of its signature page hereto and (v) the defined term “Lenders” in the Credit Agreement shall exclude the Departing Lenders; provided, however, that, as described in Section 3.07 of the Credit Agreement, each Departing Lender shall continue to have the benefit of Article III of the Credit Agreement.  The Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Rate Loans and the reallocation described in clause (i) above, in each case on the terms and in the manner set forth in Section 3.05 of the Credit Agreement.

 

3.             Conditions of Effectiveness.  The effectiveness of this Amendment (the “Amendment No. 1 Effective Date”) is subject to the conditions precedent that:

 

(a)           the Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower, the Lenders (including the Departing Lenders), the New Lenders and the Administrative Agent;

 

(b)           the Administrative Agent shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer authorized to act as a Responsible Officer in connection with this Amendment and the Loan Documents;

 

3



 

(c)           the Administrative Agent shall have received such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in its state of organization and in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

 

(d)           the Administrative Agent shall have received favorable opinions of Skadden, Arps, Slate Meagher & Flom LLP and Ballard Spahr LLP, counsels to the Borrower, addressed to the Administrative Agent and each Lender;

 

(e)           the Administrative Agent shall have received a certificate signed by a Responsible Officer certifying (A) that the conditions specified in Section 4.02 of the Credit Agreement have been satisfied; (B) the current Debt Ratings; and (C) that, as of the date of the last financial statements delivered pursuant to the Credit Agreement, the Borrower was in pro forma compliance with the financial covenants contained in Section 7.10 of the Credit Agreement;

 

(f)            the Administrative Agent shall have received payment of all fees and expenses (including fees and expenses of counsel for the Administrative Agent) due and payable in connection with this Amendment; and

 

(g)           each Departing Lender shall have received substantially concurrently with the Amendment No. 1 Effective Date the payment owing to it as described in Section 2(c)(iii) above.

 

4.             Representations and Warranties of the Borrower.  The Borrower hereby represents and warrants as follows:

 

(a)           This Amendment and the Credit Agreement as modified hereby constitute legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their terms.

 

(b)           As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default has occurred and is continuing, and (ii) the representations and warranties of the Borrower set forth in Article V of the Credit Agreement or in any other Loan Document are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement are deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement.

 

5.             Reference to and Effect on the Credit Agreement.

 

(a)           Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.

 

(b)           Each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.  Upon the effectiveness hereof, this Amendment shall for all purposes constitute a Loan Document.

 

(c)           Except with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the other Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.

 

4



 

6.             Governing Law.  This Amendment shall be construed in accordance with and governed by the law of the State of New York.

 

7.             Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

 

8.             Counterparts.  This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Signatures delivered by facsimile or PDF shall have the same force and effect as manual signatures delivered in person.

 

[Signature Pages Follow]

 

5



 

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

 

 

HCP, INC.,

 

as the Borrower

 

 

 

 

 

By:

/s/ Timothy M. Schoen

 

 

Name:

Timothy M. Schoen

 

 

Title:

Executive Vice President — Chief
Financial Officer

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

BANK OF AMERICA, N.A.,

 

individually as a Lender and as Administrative Agent

 

 

 

 

 

By:

/s/ Arnie L. Edwards

 

 

Name:

Arnie L. Edwards

 

 

Title:

Director

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

Name of Lender:

 

 

 

JPMORGAN CHASE BANK, N.A.

 

 

 

 

 

By

/s/ Marc Costantino

 

 

Name:

Marc Costantino

 

 

Title:

Executive Director

 

 

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

Name of Lender:

 

 

 

CITIBANK, N.A.

 

 

 

 

 

By:

/s/ John C. Rowland

 

 

Name:

John C. Rowland

 

 

Title:

Vice President

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

Name of Lender:

 

 

 

UBS AG, STAMFORD BRANCH

 

 

 

 

 

By

/s/ Irja R. Otsa

 

 

Name:

Irja R. Otsa

 

 

Title:

Associate Director

 

 

 

 

 

 

 

By

/s/ Mary E. Evans

 

 

Name:

Mary E. Evans

 

 

Title:

Associate Director

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

Name of Lender:

 

 

 

WELLS FARGO BANK, N.A.

 

 

 

 

 

By

/s/ Michael St. Geme

 

 

Name:

Michael St. Geme

 

 

Title:

Managing Director

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

Name of Lender:

 

 

 

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

 

 

 

 

 

By

/s/ Thomas Randolph

 

 

Name:

Thomas Randolph

 

 

Title:

Managing Director

 

 

 

 

 

By

/s/ John Bosco

 

 

Name:

John Bosco

 

 

Title:

Vice President

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

Name of Lender:

 

 

 

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender

 

 

 

 

 

By

/s/ Mikhail Faybusovich

 

 

Name:

Mikhail Faybusovich

 

 

Title:

Director

 

 

 

 

 

 

 

 

 

By

/s/ Alex Verdone

 

 

Name:

Alex Verdone

 

 

Title:

Associate

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

Name of Lender:

 

 

 

GOLDMAN SACHS BANK USA

 

 

 

 

 

By

/s/ Anna Ostrovsky

 

 

Name:

Anna Ostrovsky

 

 

Title:

Authorized Signatory

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

Name of Lender:

 

 

 

MORGAN STANLEY BANK, N.A., as a Lender

 

 

 

 

 

By

/s/ Michael King

 

 

Name:

Michael King

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

 

 

MORGAN STANLEY SENIOR FUNDING, INC., as a Senior Managing Agent

 

 

 

 

 

 

By

/s/ Michael King

 

 

Name:

Michael King

 

 

Title:

Vice President

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

Name of Lender:

 

 

 

ROYAL BANK OF CANADA

 

 

 

 

 

By

/s/ Joshua Freedman

 

 

Name:

Joshua Freedman

 

 

Title:

Authorized Signatory

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

Name of Lender:

 

 

 

THE ROYAL BANK OF SCOTLAND PLC

 

By:

RBS SECURITIES, as agent

 

 

 

By

/s/ Brett Thompson

 

 

Name:

Brett Thompson

 

 

Title:

Senior Vice President

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

Name of Lender:

 

 

 

THE BANK OF NEW YORK MELLON

 

 

 

 

 

By

/s/ Rick Laudisi

 

 

Name:

Rick Laudisi

 

 

Title:

Managing Director

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

Name of Lender:

 

 

 

THE BANK OF NOVA SCOTIA

 

 

 

 

 

By

/s/ Eugene Dempsey

 

 

Name:

Eugene Dempsey

 

 

Title:

Director

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

Name of Lender:

 

 

 

KEYBANK, N.A.

 

 

 

 

 

By

/s/ Bellini Lacey

 

 

Name:

Bellini Lacey

 

 

Title:

Vice President

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 


 


 

 

Name of Lender:

 

 

 

PNC BANK, N.A.

 

 

 

 

 

By

/s/ Tyler Lowry

 

 

Name:

Tyler Lowry

 

 

Title:

Vice President

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

Name of Lender:

 

 

 

SUNTRUST BANK

 

 

 

 

 

By

/s/ W. Bradley Hamilton

 

 

Name:

W. Bradley Hamilton

 

 

Title:

Director

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

Name of Lender:

 

 

 

US BANK NATIONAL ASSOCIATION

 

 

 

 

 

By

/s/ Patrick J. Brown

 

 

Name:

Patrick J. Brown

 

 

Title:

Vice President

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

Name of Lender:

 

 

 

LAND BANK OF TAIWAN LOS ANGELES BRANCH

 

 

 

 

 

By

/s/ Juifu Chien

 

 

Name:

Juifu Chien

 

 

Title:

VP & General Manager

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

Name of Lender:

 

 

 

REGIONS BANK

 

 

 

 

 

By

/s/ Michael J. Kinnick

 

 

Name:

Michael J. Kinnick

 

 

Title:

Vice President

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

Name of Lender:

 

 

 

CITY NATIONAL BANK, a national banking association

 

 

 

 

 

By

/s/ Christina K. Pickett

 

 

Name:

Christina K. Pickett

 

 

Title:

Vice President

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

Name of Lender:

 

 

 

COMERICA BANK

 

 

 

 

 

By

/s/ Charles Weddell

 

 

Name:

Charles Weddell

 

 

Title:

Vice President

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

Name of Lender:

 

 

 

CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH

 

 

 

 

 

By

/s/ Eric Y.S. Tsai

 

 

Name:

Eric Y.S. Tsai

 

 

Title:

VP & General Manager

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

Name of Lender:

 

 

 

E SUN COMMERCIAL BANK, LTD., LOS ANGELES BRANCH

 

 

 

 

 

By

/s/ Edward Chen

 

 

Name:

Edward Chen

 

 

Title:

VP & General Manager

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

Name of Lender:

 

 

 

TAIWAN COOPERATIVE BANK, LOS ANGELES BRANCH, as a Lender

 

 

 

 

 

By

/s/ Li Hua Huang

 

 

Name:

Li Hua Huang

 

 

Title:

VP & General Manager

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

The undersigned Departing Lender hereby acknowledges and agrees that, from and after the Amendment No. 1 Effective Date, it is no longer a party to the Credit Agreement:

 

 

 

Name of Departing Lender:

 

 

 

TAIWAN BUSINESS BANK

 

 

 

 

 

By

/s/ Alex Wang

 

 

Name:

Alex Wang

 

 

Title:

S.V.P. & General Manager

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

The undersigned Departing Lender hereby acknowledges and agrees that, from and after the Amendment No. 1 Effective Date, it is no longer a party to the Credit Agreement:

 

 

 

Name of Departing Lender:

 

 

 

STATE BANK OF INDIA

 

 

 

 

 

By

/s/ Vijayalakshmi Muddu

 

 

Name:

Vijayalakshmi Muddu

 

 

Title:

Vice President & Head (Syndications)

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

The undersigned Departing Lender hereby acknowledges and agrees that, from and after the Amendment No. 1 Effective Date, it is no longer a party to the Credit Agreement:

 

 

 

Name of Departing Lender:

 

 

 

FIRST COMMERCIAL BANK, LTD., LOS ANGELES BRANCH

 

 

 

 

 

By

/s/ Jenn-Hwa Wang

 

 

Name:

Jenn-Hwa Wang

 

 

Title:

VP & General Manager

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

 

The undersigned Departing Lender hereby acknowledges and agrees that, from and after the Amendment No. 1 Effective Date, it is no longer a party to the Credit Agreement:

 

 

 

Name of Departing Lender:

 

 

 

BANK OF TAIWAN, LOS ANGELES BRANCH

 

 

 

 

 

By

/s/ Chie-Shen Tsao

 

 

Name:

Chie-Shen Tsao

 

 

Title:

AVP & DGM

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

The undersigned Departing Lender hereby acknowledges and agrees that, from and after the Amendment No. 1 Effective Date, it is no longer a party to the Credit Agreement:

 

 

 

Name of Departing Lender:

 

 

 

CATHAY UNITED BANK LTD.

 

 

 

 

 

By

/s/ Alex Wu

 

 

Name:

Alex Wu

 

 

Title:

SVP & General Manager

 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 



 

 

The undersigned Departing Lender hereby acknowledges and agrees that, from and after the Amendment No. 1 Effective Date, it is no longer a party to the Credit Agreement:

 

 

 

Name of Departing Lender:

 

 

 

THE BANK OF EAST ASIA, LIMITED, LOS ANGELES BRANCH

 

 

 

 

 

By

/s/ David Loh

 

 

Name:

David Loh

 

 

Title:

EVP and CLO

 

 

 

For any Departing Lender requiring a second signature line:

 

 

 

 

 

By

/s/ Victor Li

 

 

Name:

Victor Li

 

 

Title:

General Manager

 



 

 

The undersigned Departing Lender hereby acknowledges and agrees that, from and after the Amendment No. 1 Effective Date, it is no longer a party to the Credit Agreement:

 

 

 

Name of Departing Lender:

 

 

 

HUA NAN COMMERCIAL BANK, LTD.

NEW YORK AGENCY

 

 

 

 

 

By

/s/ Henry Hsieh

 

 

Name:

Henry Hsieh

 

 

Title:

Assistant Vice President

 



 

 

The undersigned Departing Lender hereby acknowledges and agrees that, from and after the Amendment No. 1 Effective Date, it is no longer a party to the Credit Agreement:

 

 

 

Name of Departing Lender:

 

 

 

TAIPEI FUBON COMMERCIAL BANK CO., LTD.

 

 

 

 

 

By

/s/ Robin Wu

 

 

Name:

Robin Wu

 

 

Title:

VP & Deputy General Manager

 



 

 

The undersigned Departing Lender hereby acknowledges and agrees that, from and after the Amendment No. 1 Effective Date, it is no longer a party to the Credit Agreement:

 

 

 

Name of Departing Lender:

 

 

 

MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD.

NEW YORK BRANCH

 

 

 

 

 

By

/s/ Luke Hwang

 

 

Name:

Luke Hwang

 

 

Title:

VP & DGM

 



 

 

The undersigned Departing Lender hereby acknowledges and agrees that, from and after the Amendment No. 1 Effective Date, it is no longer a party to the Credit Agreement:

 

 

 

Name of Departing Lender:

 

 

 

MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD.

LOS ANGELES BRANCH

 

 

 

 

 

By

/s/ Hsiao-Ho Huang

 

 

Name:

Hsiao-Ho Huang

 

 

Title:

SVP & GM

 



 

SCHEDULE 2.01

 

COMMITMENTS
AND APPLICABLE PERCENTAGES

 

Lender

 

Revolving
Commitment

 

Applicable
Percentage

 

Bank of America, N.A.

 

$

125,000,000

 

8.33333333

%

JPMorgan Chase Bank, N.A.

 

$

125,000,000

 

8.33333333

%

UBS AG, Stamford Branch

 

$

125,000,000

 

8.33333333

%

Wells Fargo Bank, N.A.

 

$

125,000,000

 

8.33333333

%

Citibank, N.A.

 

$

125,000,000

 

8.33333333

%

Credit Suisse AG, Cayman Islands Branch

 

$

75,000,000

 

5.00000000

%

Credit Agricole Corporate and Investment Bank

 

$

75,000,000

 

5.00000000

%

Goldman Sachs Bank USA

 

$

75,000,000

 

5.00000000

%

Morgan Stanley Bank, N.A.

 

$

75,000,000

 

5.00000000

%

Royal Bank of Canada

 

$

75,000,000

 

5.00000000

%

The Royal Bank of Scotland PLC

 

$

75,000,000

 

5.00000000

%

The Bank of Nova Scotia

 

$

45,000,000

 

3.00000000

%

U.S. Bank National Association

 

$

45,000,000

 

3.00000000

%

PNC Bank, National Association

 

$

45,000,000

 

3.00000000

%

The Bank of New York Mellon

 

$

45,000,000

 

3.00000000

%

SunTrust Bank

 

$

45,000,000

 

3.00000000

%

KeyBank National Association

 

$

45,000,000

 

3.00000000

%

Land Bank of Taiwan Los Angeles Branch

 

$

30,000,000

 

2.00000000

%

Regions Bank

 

$

30,000,000

 

2.00000000

%

City National Bank

 

$

25,000,000

 

1.66666667

%

Comerica Bank

 

$

25,000,000

 

1.66666667

%

Chang Hwa Commercial Bank, Ltd., New York Branch

 

$

15,000,000

 

1.00000000

%

E. Sun Commercial Bank Ltd., Los Angeles Branch

 

$

15,000,000

 

1.00000000

%

Taiwan Cooperative Bank, Los Angeles Branch

 

$

15,000,000

 

1.00000000

%

 

 

 

 

 

 

Total

 

$

1,500,000,000

 

100.00000000

%

 



 

SCHEDULE 2.02

 

ALTERNATIVE CURRENCY
PARTICIPATING LENDER
(1)

 

Lender

 

Euro

 

Sterling

 

Yen

 

Canadian
Dollars

 

Australian
Dollars

Bank of America, N.A.

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

JPMorgan Chase Bank, N.A.

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

UBS AG, Stamford Branch

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

Wells Fargo Bank, N.A.

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

Citibank, N.A.

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

Credit Suisse AG, Cayman Islands Branch

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

Credit Agricole Corporate and Investment Bank

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

Goldman Sachs Bank USA

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

Morgan Stanley Bank, N.A.

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

Royal Bank of Canada

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

The Royal Bank of Scotland PLC

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

The Bank of Nova Scotia

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

U.S. Bank National Association

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

PNC Bank, National Association

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

The Bank of New York Mellon

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

SunTrust Bank

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

KeyBank National Association

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

Land Bank of Taiwan Los Angeles Branch

 

No

 

No

 

No

 

No

 

No

Regions Bank

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

City National Bank

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

Comerica Bank

 

No

 

No

 

No

 

No

 

No

Chang Hwa Commercial Bank, Ltd., New York Branch

 

No

 

No

 

No

 

No

 

No

E. Sun Commercial Bank Ltd., Los Angeles Branch

 

No

 

No

 

No

 

No

 

No

Taiwan Cooperative Bank, Los Angeles Branch

 

No

 

No

 

No

 

No

 

No

 


(1)  The table indicates each Lender’s ability to fund in a particular currency (e.g., Bank of America, N.A. can fund each of the five currencies).