SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
This Second Amendment to Fourth Amended and Restated Credit Agreement (this “Amendment”) is dated as of February 14, 2014 and is entered into between Education Realty Operating Partnership, LP and various subsidiaries thereof (collectively referred to as “Borrower”), the Lenders, and KeyBank, National Association, as Administrative Agent on behalf of itself and the Lenders.
WHEREAS the Borrower, the Administrative Agent and the Lenders have entered into that certain Fourth Amended and Restated Credit Agreement dated as of January 14, 2013, as amended by that certain First Amendment to Fourth Amended and Restated Credit Agreement dated as of October 24, 2013 (collectively, the “Credit Agreement”), where the Lenders have agreed to provide certain financial accommodations to the Borrower; and
WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement and the Lenders have agreed to so amend the terms and conditions of the Credit Agreement as set forth herein;
NOW THEREFORE, in consideration of the mutual promises and agreements herein contained, the parties hereto hereby agree as follows:
1.Incorporation of Terms and Conditions of Credit Agreement. Except as amended hereby, all of the terms and conditions of the Credit Agreement (including, without limitation, all definitions set forth therein) are specifically incorporated herein by reference. Except as amended hereby, all capitalized terms used (including in the preamble hereto) but not otherwise defined herein shall have the same meaning as in the Credit Agreement, as applicable.
2. Representations and Warranties. Each Credit Party hereby represents and warrants that, as of the Second Amendment Effective Date, (i) no Default or Event of Default exists under the Credit Agreement or under any other Loan Document and (ii) all representations and warranties of such Credit Party set forth in the Credit Agreement or in any other Loan Documents are true and correct on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which event they were true and correct as of such earlier date.
3. Ratification of Loan Documents and Guaranties. The Credit Agreement, as hereby amended, and each other Loan Document, are hereby ratified, confirmed and re-affirmed in all respects and shall continue in full force and effect. Each Guarantor hereby acknowledges, confirms and agrees that its “Obligations” as a Guarantor under, and as defined in, the applicable Guaranty to which it is a party include, without limitation, all Obligations of the Credit Parties at any time and from time to time outstanding under the Credit Agreement, as amended hereby, and each other Loan Document.
4. Joinder. Upon the execution hereof, East Edge Tuscaloosa LLC and EDR Syracuse Campus West LLC each hereby (a) become a party to the Loan Documents as a Borrower thereunder with the same force and effect as if originally named therein as a Borrower and, without limiting the generality of the foregoing, hereby irrevocably, absolutely, and unconditionally assume and agree to timely and faithfully pay and perform all of the obligations of the Borrower under the Loan Documents, and (b) represent and warrant that each of the representations and warranties contained in Article III of the Credit Agreement are also made by it and are true and correct in all material respects on and as the date hereof (after giving effect to this Amendment) as if made on and as of such date.
5. Amendments to Credit Agreement. Subject to the satisfaction or waiver of the conditions precedent set forth in Section 5 hereof:
a. Article 1 of the Credit Agreement is hereby amended as follows:
i. the definition of “EBITDA” is hereby amended by deleting subsection (a) thereof and replacing with the following:
“(a) net income (including deferred fee revenue and interest income associated with third party development efforts that have commenced), plus”
ii. the definition of “Total Additional Unsecured Debt Ratio” is hereby deleted in its entirety and shall be replaced by the following:
“Total Additional Unsecured Debt Ratio” shall mean the ratio (expressed as a percentage) of (a) the Unsecured Debt (excluding the Loans, the LC Exposure and the Term Facility Amount) of the Consolidated Group to (b) Total Asset Value.
iii. by adding the following new definitions in appropriate alphabetical order:
“Second Amendment Effective Date” means February 14, 2014.
“Term Facility” means, that certain Credit Agreement dated January 13, 2014 entered into between PNC Bank, National Association, as administrative agent, the various lenders party thereto, and the Borrower, as may be amended from time to time.
“Term Facility Amount” means, from time to time, the aggregate amounts outstanding under the Term Facility.
b. Section 2.06(a) of the Credit Agreement is hereby deleted in its entirety and shall be replaced by the following:
“(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, Boston, Massachusetts time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.04. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower and designated by the Borrower in the applicable Borrowing Request; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the Issuing Bank.”
c. Section 2.19(b) of the Credit Agreement is hereby deleted in its entirety and shall be replaced by the following:
“(b) If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, or if any Lender defaults in its obligation to fund Loans hereunder, or if a Lender does not vote in favor of any amendment, modification, or waiver to this Agreement or any other Loan Document which requires the vote of such Lender, and the Required Lenders shall have voted in favor of such amendment, modification, or waiver, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to, and upon such demand the affected Lender shall promptly, assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.”
d. Section 6.09 of the Credit Agreement is hereby amended by inserting the following text at the end of such Section:
“Notwithstanding anything herein to the contrary, the provisions of this Agreement (including, without limitation under this Section 6.09) shall not prohibit the use by Borrower, any Guarantor, or any Subsidiary of Acceptable Unencumbered Properties as a borrowing base for other Unsecured Debt.”
e. Section 6.10 of the Credit Agreement is hereby amended by deleting subsection (a) thereof and replacing with the following:
“(a) Indebtedness under this Agreement or the Term Facility;”
f. Section 9.04(c) of the Credit Agreement is hereby amended by inserting the following text at the end of such Section:
“Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that, except in the case of a Participant asserting any right of set-off pursuant to Section 9.08, no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person (other than Borrower) except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or except, upon request of Borrower, the Lender shall provide to Borrower the identity of such participant and the amount of its participation. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.”
g. Schedule 3.15 to the Credit Agreement is hereby restated in its entirety as set forth in Annex A hereto;
h. Schedule 5.12 to the Credit Agreement is hereby restated in its entirety as set forth in Annex B hereto.
6. Conditions to Effectiveness. This Amendment shall not be effective until each of the following conditions precedent has been satisfied to the satisfaction of, or waived in accordance with Section 9.02 of the Credit Agreement by, the Administrative Agent and the Lenders:
a. This Amendment shall have been duly executed and delivered by the Borrower, the Guarantor, and the Lenders. The Administrative Agent shall have received a fully executed original or .pdf copy hereof.
b. The Administrative Agent shall have received a copy of all organization consents and resolutions on the part of each Credit Party necessary for the valid execution, delivery and performance by such Credit Party of this Amendment.
c. The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Second Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
d. After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.
The Administrative Agent shall notify the Borrower and the Lenders of the Second Amendment Effective Date, and such notice shall be conclusive and binding.
7. Loan Document. This Amendment shall constitute a Loan Document for all purposes.
8. Binding Effect. The terms and provisions hereof shall be binding upon the parties hereto and their successors and assigns and shall inure to the benefit of the Administrative Agent and each Lender and their respective successors and assigns.
9. Multiple Counterparts. This Amendment may be executed in multiple counterparts, each of which shall constitute an original and which together shall constitute but one and the same instrument. The delivery of an executed counterpart of a signature page of this Amendment by telecopier or other electronic transmission shall be as effective as delivery of a manually executed counterpart.
10. Severability. Any determination that any provision of this Amendment or any application thereof is invalid, illegal, or unenforceable in any respect in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provision of this Amendment.
11. Headings. The headings at various places in this Amendment are intended for convenience only and shall not affect the interpretation of this Amendment.
12. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.
[Signature Pages Follow]
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by each of the parties hereto as of the date first above written.
BORROWER:
EDUCATION REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership By: EDUCATION REALTY OP GP, INC., a Delaware corporation, its General Partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Executive Vice President/Treasurer | |
EDR TALLAHASSEE I, LLC, a Delaware limited liability company By: Education Realty Trust, LLC, a Delaware limited liability company, its managing member By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Executive Vice President/Treasurer | |
EDR OXFORD, LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Executive Vice President/Treasurer | |
EDR XXXXXXXX LIMITED PARTNERSHIP, a Delaware limited partnership By: EDR Xxxxxxxx LLC, a Delaware limited liability company, its general partner By: EDR Xxxxxxxx, Inc., a Delaware corporation, its managing member By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Secretary/Vice President | |
EDR TALLAHASSEE LIMITED PARTNERSHIP, a Delaware limited partnership By: EDR Tallahassee, LLC, a Delaware limited liability company, its general partner By: EDR Tallahassee, Inc., a Delaware corporation, its managing member By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Secretary/Vice President | |
EDR TAMPA LIMITED PARTNERSHIP, a Delaware limited partnership By: EDR Tampa, LLC, a Delaware limited liability company, its general partner By: EDR Tampa, Inc., a Delaware corporation, its managing member By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Secretary/Vice President | |
EDR CHARLOTTESVILLE LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Executive Vice President/Treasurer | |
EDR CHARLOTTESVILLE JEFFERSON LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Executive Vice President/Treasurer | |
EDR CHARLOTTESVILLE WERTLAND LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Executive Vice President/Treasurer | |
EDR BERKELEY LP, a Delaware limited partnership By: EDR Berkeley LLC, a Delaware limited liability company, its general partner By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc. a Delaware corporation, its general partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Executive Vice President/Treasurer | |
EDR ORLANDO LIMITED PARTNERSHIP, a Delaware limited partnership By: EDR Orlando LLC, a Delaware limited liability company, its general partner By: EDR Orlando, Inc., a Delaware corporation, its managing member By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Secretary/Vice President | |
EDR GAINESVILLE LIMITED PARTNERSHIP, a Florida limited partnership By: EDR Gainesville GP, LLC, a Delaware limited liability company, its general partner By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Executive Vice President/Treasurer | |
EDR CARBONDALE, LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Executive Vice President/Treasurer | |
DISTRICT ON 5TH TUCSON AZ LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Executive Vice President/Treasurer | |
CV EAST LANSING MI LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Executive Vice President/Treasurer | |
PROVINCE KENT OH LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Executive Vice President/Treasurer | |
THE PROVINCE GREENVILLE NC LP, a Delaware limited partnership By: The Province Greenville NC GP LLC, a Delaware limited liability company, its general partner By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Executive Vice President/Treasurer | |
UNIVERSITY VILLAGE TOWERS LP, a Delaware limited partnership By: University Village Towers LLC, a Delaware limited liability company, its general partner By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Executive Vice President/Treasurer | |
3949 XXXXXXX LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Executive Vice President/Treasurer | |
EDR LEXINGTON I, LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Executive Vice President/Treasurer | |
RETREAT AT STATE COLLEGE, LLC, a Georgia limited liability company By: State College Housing LLC, a Delaware limited liability company, its sole member By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Executive Vice President/Treasurer | |
COTTAGES W. LAFAYETTE IN LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Executive Vice President/Treasurer | |
EDR AUSTIN LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Executive Vice President/Treasurer | |
EDR SYRACUSE, LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Executive Vice President/Treasurer | |
CARROLLTON PLACE, LLC, a Georgia limited liability company By: EDR Manager, LLC, a Delaware limited liability company, its managing member By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Executive Vice President/Treasurer | |
EDR STATESBORO, LLC, a Delaware limited liability company By: EDR Manager, LLC, a Delaware limited liability company, its managing member By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Executive Vice President/Treasurer | |
EDR SYRACUSE CAMPUS WEST LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Executive Vice President/Treasurer | |
EAST EDGE TUSCALOOSA LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Executive Vice President/Treasurer | |
GUARANTOR:
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, Executive Vice President, Chief Financial Officer, Treasurer, and Secretary
KEYBANK, NATIONAL ASSOCIATION,
individually and as Administrative Agent,
By: /s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx
Vice President
REGIONS BANK
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: | Vice President Real Estate Corporate Banking |
Address:
0000 0xx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxx Xxxxxxx, Director
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
Address:
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx,
Senior Vice President
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
ROYAL BANK OF CANADA
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Authorized Signatory
Address:
Three World Financial Center
000 Xxxxx Xxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxx Xxxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President | |
Address: 000 X. XxXxxxx Xxxxxx Mail Code: IL4-135-06-11 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxx X. Xxxxx Vice President Telephone No.: (000) 000-0000 Telecopy No.: (000) 000-0000 | |
U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President | |
Address: 0000 Xxxxxxxxx Xxxx, X.X., Xxxxx 0000 Xxxxxxx, XX 00000 Attention: Xxxx X. Xxxxxx Vice President Telephone No.: (000) 000-0000 Telecopy No.: (000) 000-0000 | |
FIRST TENNESSEE BANK, N.A. By: /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Senior Vice President | |
Address: 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxxxxxx X. Xxxxxx Senior Vice President Telephone No.: (000) 000-0000 Telecopy No.: (000) 000-0000 | |
METROPOLITAN BANK By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Vice President | |
Address: 0000 Xxxxx Xxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attention: Xxxxxx Xxxxx Senior Vice President Telephone No.: (000) 000-0000 Telecopy No.: (000) 000-0000 | |
FIFTH THIRD BANK, an Ohio banking corporation By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Officer | |
Address: 000 X. Xxxxxxxxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxxx Officer Telephone No.: (000) 000-0000 Telecopy No.: (000) 000-0000 | |
JPMORGAN CHASE BANK, N.A. By: /s/ Xxxx Xxx Xxxxxxxx Name: Xxxx Xxx Xxxxxxxx Title: Authorized Officer | |
Address: 000 Xxxx Xxx., Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxx Xxx Xxxxxxxx Authorized Officer Telephone No.: (000) 000-0000 Telecopy No.: (000) 000-0000 | |
ANNEX A
SCHEDULE 3.15
LIST OF SUBSIDIARIES
LIST OF SUBSIDIARIES
28th and Aurora at Boulder LLC | EDR Phoenix, LLC |
3949 Xxxxxxx, LLC | EDR Riverside, LLC (Inactive) |
Xxxxxxxx Road Lafayette LLC | EDR State College Limited Partnership |
Xxxxxxxx Road Oxford LLC | EDR State College, Inc. |
AOD/Raleigh Residence Hall, LLC | EDR State College, LLC |
Blacksburg VA Housing LLC | EDR Statesboro, LLC |
Cape Place (DE), LLC | EDR Stillwater Limited Partnership |
Carrollton Place, LLC | EDR Stillwater, Inc. |
Centre Lubbock TX LLC | EDR Stillwater, LLC |
Chapel Hill Durham NC GP LLC | EDR Storrs LLC |
Chapel Hill Durham NC LP | EDR Storrs IC LLC |
Cottages W. Lafayette IN LLC | EDR Syracuse Campus West LLC |
CV East Lansing MI LLC | EDR Syracuse, LLC |
District on 0xx Xxxxxx XX LLC | EDR Tallahassee I, LLC |
EDR Athens I, LLC | EDR Tallahassee Limited Partnership |
EDR Auburn, LLC | EDR Tallahassee, Inc. |
EDR Austin LLC | EDR Tallahassee, LLC |
EDR Berkeley LLC | EDR Tampa Limited Partnership |
EDR Berkeley LP | EDR Tampa, Inc. |
EDR C Station, LLC (inactive) | EDR Tampa, LLC |
EDR Carbondale, LLC | EDR Technology LLC |
EDR Xxxxx Manager, Inc. | East Edge Tuscaloosa LLC |
EDR Xxxxx, LLC | EDR Tucson I, LLC (Inactive) |
EDR Charlottesville LLC | EDR Tucson Phase II Limited Partnership (Inactive) |
EDR Charlottesville Jefferson LLC | EDR Tucson, Inc. (Inactive) |
EDR Charlottesville Wertland LLC | EDR Tucson, LLC (Inactive) |
EDR Columbia Limited Partnership | EDR Tuscaloosa LLC |
EDR Columbia, Inc.- | EDR Wabash Limited Partnership |
EDR Columbia, LLC | EDR Wabash, Inc. |
EDR Columbus Limited Partnership | EDR Wabash, LLC |
EDR Columbus, Inc. | Education Realty OP GP, Inc. |
EDR Columbus, LLC | Education Realty OP Limited Partner Trust |
EDR Development LLC | Education Realty Operating Partnership, LP |
EDR Employment Resources, LLC | |
EDR Fund GP, Inc. | Education Realty Trust, LLC |
EDR Gainesville GP, LLC | Fifth Street MN LLC |
EDR Gainesville Limited Partnership | Fort Xxxxxx Brooklyn NY LLC |
EDR Greensboro, LLC | XX Xxxxxxxxx LLC |
EDR Investment Advisor Inc. | Irish Row at Xxxxxx LLC |
EDR Investment Fund, LP | Lemon Street Tempe AZ LLC |
EDR Knoxville Limited Partnership | Province Kent OH LLC |
EDR Knoxville, Inc. | River Place (DE), LLC |
EDR Knoxville, LLC | State College Housing LLC |
EDR Xxxxxxxx Limited Partnership | Xxxxxxx at Xxxxxx, LLC |
EDR Xxxxxxxx, Inc. | Suites Lubbock TX LLC |
EDR Xxxxxxxx, LLC | The Province Greenville NC LP |
EDR Lexington I LLC | The Province Greenville NC GP LLC |
EDR Lexington II LLC | Retreat at State College, LLC |
EDR Lexington III LLC | University Towers Building LLC |
EDR Lexington IV LLC | University Towers OP GP, LLC |
EDR Lexington V LLC | University Towers Operating Partnership, LP |
EDR Lexington VI LLC | University Towers Raleigh, LLC |
EDR Limpar, LLC | University Towers Raleigh Services, LLC |
EDR Lubbock Limited Partnership (Inactive) | University Village - Greensboro, LLC |
EDR Lubbock, Inc. (Inactive) | University Village Towers, LLC |
EDR Lubbock, LLC (Inactive) | University Village Towers, LP |
EDR Management Inc. | Varsity Xxx Arbor Equity Partners, LLC |
EDR Manager, LLC | Varsity Ann Arbor MI LLC |
EDR Murfreesboro, LLC (Inactive) | WEDR Riverside Investors V, LLC (Inactive) |
EDR Xxxxxx, LLC (Inactive) | WEDR Riverside Mezz Investor V, Inc. (Inactive) |
EDR OP Development LLC | WEDR Xxxxxxx Investor V, LLC (Inactive) |
EDR Orlando Limited Partnership | Xxxx Xxxxxxx GA LLC |
EDR Orlando, Inc. | |
EDR Orlando, LLC | |
EDR Oxford, LLC | |
EDR Phoenix/Summa West LLC | |
ANNEX B
SCHEDULE 5.12
UNENCUMBERED POOL
UNENCUMBERED POOL
1. Players Club Tallahassee – Tallahassee, Xxxx County, FL
2. The Pointe at South Florida – Tampa, Hillsborough, FL
3. The Commons at Tallahassee – Tallahassee, Xxxx County, FL
4. The Reserve on West 31st – Xxxxxxxx, Xxxxxxx County, KS
5. Campus Creek – Oxford, Lafayette County, MS
6. Grandmarc at the Corner – Charlottesville, Albemarle County, VA*
7. Wertland Square – Charlottesville, Albemarle County, VA
8. Jefferson Commons – Charlottesville, Albemarle County, VA
9. Central Hall – Lexington, Fayette County, KY**
10. The Lofts Orlando – Orlando, Orange County, FL
11. Campus Lodge – Gainesville, Alachua County, FL
12. Reserve at Saluki Pointe – Carbondale County, Xxxxxxx, IL
13. The District on 5th – Tucson, Pima County, AZ
14. Campus Village – East Lansing, Xxxxxx County, MI*
15. Province at Kent State – Kent, Portage County, OH
16. The Province – Greenville, Pitt County, NC
17. The Xxxx – Berkeley, Alameda County, CA
18. Xxxxxxxxxx Xxxxxxx Xxxxx – Xxxxxxxxx, Xxxxxxxxx Xxxxxx, XX
19. The Retreat at State College – State College, Centre County, PA
20. The Cottages on Xxxxxxxx – West Lafayette, Tippecanoe County, IN
21. 2400 Nueces – Xxxxxx, Xxxxxx County, TX
22. 3949 Xxxxxxx – St. Louis, Saint Louis City, MO
23. University Village on Xxxxxx – Syracuse, Onondaga County, NY**
24. Carrollton Crossing – Carrollton, Xxxxxxx County, GA
25. The Avenue at Southern – Statesboro, Xxxxxxx County, GA
26. Campus West – Syracuse, Onondaga County, NY
27. East Edge – Tuscaloosa, Tuscaloosa County, AL
* denotes Eligible Off Campus Ground Lease
** denotes Eligible Property Lease
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