SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS
Exhibit 4.3
SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS
Dated as of March 21, 2019
Between
EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO,
individually and/or collectively, as the context may require, as Borrower
and
RVI CMA HOLDER LLC, as additional obligor
and
COLUMN FINANCIAL, INC., JPMORGAN CHASE BANK, NATIONAL ASSOCIATION and XXXXXX XXXXXXX BANK, N.A.,
collectively, as Lender
SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS
THIS SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS, dated as of March 21, 2019 (this “Amendment”), is by and among COLUMN FINANCIAL, INC., having an address at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“CF”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, having an address at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“JPM”) and XXXXXX XXXXXXX BANK, N.A., having an address at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“MS”; together with CF and JPM and their respective successors and/or assigns, each a “Co-Lender” and, collectively, collectively “Lender”), EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, each having its principal place of business at 0000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, XX 00000 (individually and/or collectively, as the context may require, together with their respective successors and/or assigns, “Borrower”) and RVI CMA HOLDER LLC, a Delaware limited liability company having its principal place of business at 0000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, XX 00000 (“Additional Obligor”). All capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, Lender has made a loan in the original principal amount of $900,000,000 (the “Loan”) to Borrower pursuant to that certain Loan Agreement, dated as of March 11, 2019, by and among Borrower, Lender and Additional Obligor, as amended by that certain First Amendment to Loan Agreement and Other Loan Documents, dated as of March 19, 2019, by and among Borrower and Lender (collectively, the “Original Loan Agreement”), which Loan is evidenced by the Original Loan Agreement and the other Loan Documents (as defined in the Original Loan Agreement); and
WHEREAS, Borrower, Lender and Additional Obligor now desire to amend the Original Loan Agreement (the Original Loan Agreement, as amended by this Amendment, and as the same may be further amended, replaced, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) and certain other Loan Documents, each as more specifically set forth herein.
NOW, THEREFORE, in consideration of the agreements set forth in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows.
A G R E E M E N T:
Section I.Modification to Original Loan Agreement.
(a)Section 1.1 of the Original Loan Agreement is hereby amended to delete the definition of “LIBOR Spread” in its entirety and replace it with the following definition of “LIBOR Spread”:
““LIBOR Spread” shall mean, with respect to each Component of the Loan, as the same, the following amounts, as the same may be reallocated pursuant to Section 11.1(b) hereof:
(a)Component A, 1.159090000%;
(b)Component B, 1.559090000%;
(c)Component C, 3.277715162%; and
(d)Component H-RR, 8.509090000%;
the LIBOR Spread shall be increased by (x) 25 basis points (0.25%) from and after the first day of the third Extension Period in accordance with Section 2.9(g), without duplication of any increase with respect to the Alternate Rate Spread or the Prime Rate Spread in accordance with Section 2.9(g).”
(b)Section 2.11 of the Original Loan Agreement is hereby deleted in its entirety and replaced with the following:
“Section 2.11Components of the Loan
. For the purposes of computing interest payable from time to time on the principal amount of the Loan and certain other computations set forth herein, the principal balance of the Loan shall be divided into Components A through H-RR. The principal amount of the Components shall be as follows:
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COMPONENT |
PRINCIPAL AMOUNT |
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$445,100,000 |
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B |
$101,200,000 |
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C |
$308,400,000 |
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H-RR |
$45,300,000” |
Section II.Amendment to Other Loan Documents. Each of the Loan Documents (other than the Loan Agreement) is hereby amended such that (i) each reference in any of the Loan Documents (other than the Loan Agreement) to the defined term “LIBOR Spread”, which defined term has been modified pursuant to this Amendment shall be deemed to be a reference to such defined term as so modified and (ii) each reference to the Loan Agreement shall mean the Original Loan Agreement, as modified pursuant to the terms of this Agreement.
Section III.Reaffirmation of Guaranty. In connection with this Amendment, Guarantor hereby:
(a)Consents to and acknowledges this Amendment and acknowledges and agrees that this Amendment shall not impair, reduce or adversely affect the nature of the obligations of Guarantor under the Guaranty.
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(b)Warrants and represents that, to its knowledge, there are no defenses, offsets or counterclaims existing with respect to its obligations under the Guaranty.
(c)Acknowledges that the Guaranty and the obligations of Guarantor contained in the Guaranty are continuing and in full force and effect.
(d)Reaffirms the Guaranty and its obligations thereunder, and acknowledges that this reaffirmation of the Guaranty is for the benefit of Lender.
Section IV.Reaffirmation of Pledgor Guaranty. In connection with this Amendment, Pledgor hereby:
(a)Consents to and acknowledges this Amendment and acknowledges and agrees that this Amendment shall not impair, reduce or adversely affect the nature of the obligations of Pledgor under the Pledgor Guaranty.
(b)Warrants and represents that, to its knowledge, there are no defenses, offsets or counterclaims existing with respect to its obligations under the Pledgor Guaranty.
(c)Acknowledges that the Pledgor Guaranty and the obligations of Pledgor contained in the Pledgor Guaranty are continuing and in full force and effect.
(d)Reaffirms the Pledgor Guaranty and its obligations thereunder, and acknowledges that this reaffirmation of the Pledgor Guaranty is for the benefit of Lender.
Section V.Reaffirmation of Environmental Indemnity. In connection with this Amendment, each of Borrower and Guarantor hereby:
(a)Consents to and acknowledges this Amendment and acknowledges and agrees that this Amendment shall not impair, reduce or adversely affect the nature of the obligations of Borrower or Guarantor under the Environmental Indemnity.
(b)Warrants and represents that, to its knowledge, there are no defenses, offsets or counterclaims existing with respect to its obligations under the Environmental Indemnity.
(c)Acknowledges that the Environmental Indemnity and the obligations of Borrower and Guarantor contained in the Environmental Indemnity are continuing and in full force and effect.
(d)Reaffirms the Environmental Indemnity and its obligations thereunder, and acknowledges that this reaffirmation of the Environmental Indemnity is for the benefit of Lender.
Section VI.No Waiver. The execution, delivery and effectiveness of this Amendment shall not, except to the extent expressly provided herein, operate as a waiver of any right, power or remedy of any of Lender, Borrower or Additional Obligor under the Loan Agreement or any of
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the other Loan Documents, nor constitute a waiver of any provision of the Loan Agreement or any of the other Loan Documents by any of the parties hereto.
Section VII.No Presumption Against Party Drafting Amendment. Should any provision of this Agreement require judicial interpretation, it is agreed that a court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against any party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared or drafted the same, it being agreed that all parties to this Amendment participated in the preparation hereof.
Section VIII.Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Section IX.Ratification. Borrower, Lender and Additional Obligor hereby ratify and confirm the Loan Agreement, as modified hereby. Except as modified and amended by this Amendment, the Loan, the Loan Agreement and the other Loan Documents and the respective obligations of Lender, Borrower and Additional Obligor thereunder shall be and remain unmodified and in full force and effect.
Section X.No Further Modification. No further modification, amendment, extension, discharge, termination or waiver hereof shall be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given.
Section XI.Governing Law. This Amendment shall be construed and enforced in accordance with the laws of the State of New York (without regard to the principles of conflicts of laws). If any provision hereof is not enforceable, the remaining provisions of this Amendment shall be enforced in accordance with their terms.
Section XII.Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Section XIII.References to Loan Agreement. All references in the Loan Documents to the Loan Agreement shall mean the Loan Agreement as hereby modified herein.
Section XIV.Entire Agreement. This Amendment constitutes the entire agreement between Borrower, Additional Obligor and Lender with respect to subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.
Section XV.Incorporation of Recitals; Defined Terms. The recitals hereto are hereby incorporated into this Amendment as if fully set forth herein. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Loan Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized representatives, all as of the day and year first above written.
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BORROWER: DDR TUCSON SPECTRUM I LLC DDR TUCSON SPECTRUM II LLC DDR TUCSON SPECTRUM III LLC DDR MARINER SQUARE LLC DDR MARINER SQUARE II LLC XX XX GREEN RIDGE LLC RVT NEWnAN CROSSING LLC RVT XXXXXXXX COMMONS LLC RVT WEST ALLIS CENTER LLC BRE DDR RIVERDALE VILLAGE INNER RING LLC BRE DDR RIVERDALE VILLAGE OUTER RING LLC DDRA MAPLE GROVE CROSSING LLC RVT NOBLE TOWN CENTER LLC RVT HOMESTEAD PAVILION LLC RVT LAKE XXXXXX SQUARE LLC BRE DDR BROOKFIELD LLC BRE DDR XXXXX DEER MARKET LLC BRE DDR XXXXX DEER CENTER LLC RVT PEACH STREET SQUARE i LLC RVT ERIE MARKETPLACE LLC RVT PAVILION AT SHOPPERS WORLD LLC BRE DDR MARKETPLACE AT TOWNE CENTER LLC BRE DDR XXXXXXXX COURT LLC XX XX UPTOWN SOLON LLC DDR SEABROOK LLC BRE DDR MIDWAY MARKETPLACE LLC DDR WILLOWBROOK PLAZA LLC BRE DDR GREAT NORTHERN LLC DDR CROSSROADS CENTER LLC XX XX BIG OAKS LLC DDR GUAYAMA WM LLC, S.E. DDR SENORIAL LLC, S.E. DDR RIO HONDO LLC, S.E. DDR ATLANTICO LLC, S.E. DDR XXXXXXX LLC, S.E. DDR NORTE LLC, S.E. DDR ESCORIAL LLC, S.E. |
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DDR ISABELA LLC, S.E. DDR CAYEY LLC, S.E. DDR XXXX BAJA LLC, S.E. |
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DDR PALMA REAL LLC, S.E., |
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each a Delaware limited liability company |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: |
Xxxxxxx Xxxxxxxx |
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Title: |
Chief Financial Officer |
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DDR/1ST CAROLINA CROSSINGS SOUTH LP, a |
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Delaware limited partnership |
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RVT CAROLINA CROSSINGS GP LLC, a Delaware limited liability company, its general partner |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: |
Xxxxxxx Xxxxxxxx |
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Title: |
Chief Financial Officer |
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[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
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RVI CMA HOLDER LLC, a Delaware limited liability company |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: |
Xxxxxxx Xxxxxxxx |
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Title: |
Chief Financial Officer |
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[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
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COLUMN FINANCIAL, INC., a Delaware corporation |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Authorized Signatory |
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[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Vice President |
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[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
The undersigned hereby acknowledges and consents to Sections III and V of this Second Amendment to Loan Agreement and Other Loan Documents.
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GUARANTOR: |
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RETAIL VALUE INC., an Ohio corporation |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: |
Xxxxxxx Xxxxxxxx |
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Title: |
Chief Financial Officer |
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[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
The undersigned hereby acknowledges and consents to Section IV of this Second Amendment to Loan Agreement and Other Loan Documents.
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PLEDGOR:
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RVT PR MEZZ BORROWER I LLC, a Delaware limited liability company |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: |
Xxxxxxx Xxxxxxxx |
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Title: |
Chief Financial Officer |
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[NO FURTHER TEXT ON THIS PAGE]
Borrower
DDR TUCSON SPECTRUM I LLC
DDR TUCSON SPECTRUM II LLC
DDR TUCSON SPECTRUM III LLC
DDR MARINER SQUARE LLC
DDR MARINER SQUARE II LLC
XX XX GREEN RIDGE LLC
RVT NEWnAN CROSSING LLC
RVT XXXXXXXX COMMONS LLC
RVT WEST ALLIS CENTER LLC
BRE DDR RIVERDALE VILLAGE INNER RING LLC
BRE DDR RIVERDALE VILLAGE OUTER RING LLC
DDRA MAPLE GROVE CROSSING LLC
RVT NOBLE TOWN CENTER LLC
RVT HOMESTEAD PAVILION LLC
RVT LAKE XXXXXX SQUARE LLC
BRE DDR BROOKFIELD LLC
BRE DDR XXXXX DEER MARKET LLC
BRE DDR XXXXX DEER CENTER LLC
RVT PEACH STREET SQUARE i LLC
RVT ERIE MARKETPLACE LLC
RVT PAVILION AT SHOPPERS WORLD LLC
BRE DDR MARKETPLACE AT TOWNE CENTER LLC
BRE DDR XXXXXXXX COURT LLC
XX XX UPTOWN SOLON LLC
DDR SEABROOK LLC
BRE DDR MIDWAY MARKETPLACE LLC
DDR WILLOWBROOK PLAZA LLC
BRE DDR GREAT NORTHERN LLC
DDR CROSSROADS CENTER LLC
XX XX BIG OAKS LLC
DDR GUAYAMA WM LLC, S.E.
DDR SENORIAL LLC, S.E.
DDR RIO HONDO LLC, S.E.
DDR ATLANTICO LLC, S.E.
DDR XXXXXXX LLC, S.E.
DDR NORTE LLC, S.E.
DDR ESCORIAL LLC, S.E.
DDR DEL SOL LLC, S.E.
DDR ISABELA LLC, S.E.
DDR CAYEY LLC, S.E.
DDR XXXX BAJA LLC, S.E.
DDR PALMA REAL LLC, S.E.,
each a Delaware limited liability company
DDR/1ST CAROLINA CROSSINGS SOUTH LP, a Delaware limited partnership
