EXHIBIT (10)(iv)
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GUARANTY AND CONTRIBUTION AGREEMENT
This Guaranty and Contribution Agreement (this "Agreement") is made
and entered into effective for all purposes as of the 13th day of November,
2000, by the parties signatory hereto or to an Accession Agreement (as
hereinafter defined) (collectively, the "Guarantor" whether one or more) to
and for the benefit of SOCIETE GENERALE, SOUTHWEST AGENCY, as Joint Book
Runner and Administrative Agent (the "Administrative Agent"), BANK OF
MONTREAL, CHICAGO BRANCH as Syndication Agent (the "Syndication Agent"),
DEUTSCHE BANC ALEX. XXXXX, as Joint Book Runner and Documentation Agent
("Documentation Agent"), and the banks and other lenders named in the
Credit Agreement herein described.
INTRODUCTION
WHEREAS, this Agreement is given in connection with that certain
Second Amended and Restated Senior Unsecured Credit Agreement dated as of
even date as this Agreement ("Credit Agreement"), among LASALLE HOTEL
OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the
"Borrower"), Administrative Agent, Syndication Agent, Documentation Agent
and the banks and other lenders party thereto (collectively the "Banks");
WHEREAS, pursuant to the Credit Agreement the Banks are making a loan
(the "Loan") to Borrower as more specifically described therein;
WHEREAS, the Borrower is the principal financing entity for capital
requirements of its Subsidiaries, and from time to time the Borrower has
made and will continue to make capital contributions and advances to its
Subsidiaries, including the Subsidiaries which are or will become parties
hereto. Other than the Parent, each Guarantor is a direct or indirect
subsidiary of the Borrower. Each Guarantor will derive substantial direct
and indirect benefit from the transactions contemplated by the Credit
Agreement; and
WHEREAS, the Banks have required the execution and delivery of this
Agreement as a condition precedent to the execution of the Credit
Agreement. The Banks would not be willing to execute the Credit Agreement
in the absence of the execution and delivery by Guarantor of this
Agreement.
AGREEMENT
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NOW, THEREFORE, in order to induce the Banks to make the Advances and
the Issuing Bank to issue its Letters of Credit, each Guarantor hereby
agrees as follows:
SECTION 1. DEFINED TERMS. All terms used in this Agreement, but not
defined herein, shall have the meaning given such terms in the Credit
Agreement.
SECTION 2. GUARANTY. Each Guarantor hereby unconditionally and
irrevocably guarantees the punctual payment when due, whether at stated
maturity, by acceleration or otherwise, of all obligations of the Borrower
now or hereafter existing under the Credit Agreement, the Notes and any
other Credit Document, whether for principal, interest, fees, expenses, or
otherwise (such obligations being the "Guaranteed Obligations") and any and
all expenses (including reasonable counsel fees and expenses) incurred by
the Administrative Agent, the Syndication Agent, the Documentation Agent,
or any Bank in enforcing any rights under this Agreement. Each Guarantor
agrees that its guaranty obligation under this Agreement is a guarantee of
payment, not of collection and that such Guarantor is primarily liable for
the payment of the Guaranteed Obligations.
SECTION 3. LIMIT OF LIABILITY. Each Guarantor that is a Subsidiary
of the Borrower shall be liable under this Agreement with respect to the
Guaranteed Obligations only for amounts aggregating up to the largest
amount that would not render its guaranty obligation hereunder subject to
avoidance under Section 548 of the United States Bankruptcy Code or any
comparable provisions of any state law.
SECTION 4. GUARANTY ABSOLUTE. Each Guarantor guarantees that the
Guaranteed Obligations will be paid and performed strictly in accordance
with the terms of the Credit Agreement, the other Credit Documents and the
Participating Leases, as applicable, regardless of any law, regulation, or
order now or hereafter in effect in any jurisdiction affecting any of such
terms or the rights of the Administrative Agent, the Syndication Agent, the
Documentation Agent, the Banks or the Participating Lessees with respect
thereto. The liability of each Guarantor under this Agreement shall be
absolute and unconditional irrespective of:
(a) any lack of validity or enforceability of the Credit Agreement,
any other Credit Document, any Participating Lease or any other agreement
or instrument relating thereto;
(b) any change in the time, manner, or place of payment of, or in
any other term of, any of the Guaranteed Obligations, or any other
amendment or waiver of or any consent to departure from the Credit
Agreement, any Credit Document or any Participating Lease;
(c) any exchange, release, or nonperfection of any collateral, if
applicable, or any release or amendment or waiver of or consent to
departure from any other agreement or guaranty, for any of the Guaranteed
Obligations; or
(d) any other circumstances which might otherwise constitute a
defense available to, or a discharge of the Borrower or a Guarantor.
SECTION 5. CONTINUATION AND REINSTATEMENT, ETC. Each Guarantor
agrees that, to the extent that the Borrower makes payments to the
Administrative Agent, the Syndication Agent, the Documentation Agent or any
Bank or the Administrative Agent, the Syndication Agent, the Documentation
Agent or any Bank receives any proceeds of any property of Borrower or any
Guarantor and such payments or proceeds or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set
aside, or otherwise required to be repaid, then to the extent of such
repayment the Guaranteed Obligations shall be reinstated and continued in
full force and effect as of the date such initial payment or collection of
proceeds occurred. The Guarantor shall defend and indemnify the
Administrative Agent, the Syndication Agent, the Documentation Agent and
each Bank from and against any claim or loss under this Section 5
(including reasonable attorneys' fees and expenses) in the defense of any
such action or suit.
SECTION 6. CERTAIN WAIVERS.
6.01 NOTICE. Each Guarantor hereby waives promptness, diligence,
notice of acceptance, notice of acceleration, notice of intent to
accelerate and any other notice with respect to any of the Guaranteed
Obligations and this Agreement.
6.02 OTHER REMEDIES. Each Guarantor hereby waives any requirement
that the Administrative Agent, the Syndication Agent, the Documentation
Agent or any Bank protect, secure, perfect, or insure any Lien or any
Property subject thereto or exhaust any right or take any action against
the Borrower or any other Person or any collateral, if any, including any
action required pursuant to a Legal Requirement.
6.03 WAIVER OF SUBROGATION.
(a) Each Guarantor hereby irrevocably waives, until payment in full
of all Guaranteed Obligations and termination of all Commitments, any claim
or other rights which it may acquire against the Borrower that arise from
such Guarantor's obligations under this Agreement or any other Credit
Document, including, without limitation, any right of subrogation
(including, without limitation, any statutory rights of subrogation under
Section 509 of the Bankruptcy Code, 11 U.S.C. Section 509, or otherwise),
reimbursement, exoneration, contribution, indemnification, or any right to
participate in any claim or remedy of the Administrative Agent, the
Syndication Agent, the Documentation Agent or any Bank against the Borrower
or any collateral which the Administrative Agent, the Syndication Agent,
the Documentation Agent or any Bank now has or acquires. If any amount
shall be paid to any Guarantor in violation of the preceding sentence and
the Guaranteed Obligations shall not have been paid in full and all of the
Commitments terminated, such amount shall be held in trust for the benefit
of the Administrative Agent, the Syndication Agent, the Documentation Agent
or any Bank and shall promptly be paid to the Administrative Agent for the
benefit of Administrative Agent, the Syndication Agent, the Documentation
Agent and the Banks to be applied to the Guaranteed Obligations, whether
matured or unmatured, as the Administrative Agent may elect. Each
Guarantor acknowledges that it will receive direct and indirect benefits
from the financing arrangements contemplated by the Credit Agreement and
that the waiver set forth in this Section 6.03(a) is knowingly made in
contemplation of such benefits.
(b) Each Guarantor further agrees that it will not enter into any
agreement providing, directly or indirectly, for any contribution,
reimbursement, repayment, or indemnity by the Borrower or any other Person
on account of any payment by such Guarantor to the Administrative Agent,
the Syndication Agent, the Documentation Agent or the Banks under this
Agreement.
SECTION 7. REPRESENTATIONS AND WARRANTIES. Each Guarantor hereby
represents and warrants as follows:
7.01 CORPORATE AUTHORITY. Such Guarantor is either a corporation,
limited liability company, limited partnership or trust duly organized,
validly existing and in good standing under the laws of the jurisdiction of
its organization. The execution, delivery and performance by such
Guarantor of this Agreement are within such Guarantor's organizational
powers, have been duly authorized by all necessary organizational action
and do not contravene (a) such Guarantor's organizational authority or
(b) any law or material contractual restriction affecting such Guarantor or
its Property.
7.02 GOVERNMENT APPROVAL. No authorization or approval or other
action by and no notice to or filing with, any Governmental Authority is
required for the due execution, delivery and performance by such Guarantor
of this Agreement.
7.03 BINDING OBLIGATIONS. This Agreement is the legal, valid and
binding obligation of such Guarantor enforceable against such Guarantor in
accordance with its terms subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium, or similar law
affecting creditors' rights (whether considered in a proceeding at law or
in equity).
SECTION 8. COVENANTS. Each Guarantor will comply with all covenant
provisions of Article V and Article VI of the Credit Agreement to the
extent such provisions are applicable.
8.01 ADDITIONAL COVENANT. As soon as possible and in any event
within five days after the incurrence of any Indebtedness by the Parent or
any Subsidiary of the Parent other than the Obligations or any other
Indebtedness permitted under the Credit Agreement, the Parent shall notify
the Administrative Agent in writing of such incurrence.
SECTION 9. CONTRIBUTION. As a result of the transactions
contemplated by the Credit Agreement, each of the Guarantors will benefit,
directly and indirectly, from the Guaranteed Obligations and in
consideration thereof desire to enter into a contribution agreement among
themselves as set forth in this Section 9 to allocate such benefits among
themselves and to provide a fair and equitable arrangement to make
contributions in the event any payment is made by any Guarantor hereunder
to the Administrative Agent, the Syndication Agent, the Documentation Agent
or the Banks (such payment being referred to herein as a "Contribution,"
and for purposes of this Agreement, includes any exercise of recourse by
the Administrative Agent against any Property of a Guarantor and
application of proceeds of such Property in satisfaction of such
Guarantor's obligations under this Agreement). The Guarantors hereby agree
as follows:
9.01 CALCULATION OF CONTRIBUTION. In order to provide for just and
equitable contribution among the Guarantors in the event any Contribution
is made by a Guarantor (a "Funding Guarantor"), such Funding Guarantor
shall be entitled to a contribution from certain other Guarantors for all
payments, damages and expenses incurred by that Funding Guarantor in
discharging any of the Guaranteed Obligations, in the manner and to the
extent set forth in this Section. The amount of any Contribution under
this Agreement shall be equal to the payment made by the Funding Guarantor
to the Administrative Agent or any other beneficiary pursuant to this
Agreement and shall be determined as of the date on which such payment is
made.
9.02 BENEFIT AMOUNT DEFINED. For purposes of this Agreement, the
"Benefit Amount" of any Guarantor as of any date of determination shall be
the net value of the benefits to such Guarantor and all of its Subsidiaries
(including any Subsidiaries which may be Guarantors) from extensions of
credit made by the Banks to the Borrower under the Credit Agreement and the
benefit of entering into the Participating Leases; provided, that in
determining the contribution liability of any Guarantor which is a
Subsidiary to its direct or indirect parent corporation or of any Guarantor
to its direct or indirect Subsidiary, the Benefit Amount of such Subsidiary
and its Subsidiaries, if any, shall be subtracted in determining the
Benefit Amount of the parent corporation. Such benefits shall include
benefits of funds constituting proceeds of Advances made to the Borrower by
the Banks which are in turn advanced or contributed by the Borrower to such
Guarantor or its Subsidiaries and benefits of Letters of Credit issued
pursuant to the Credit Agreement on behalf of, or the proceeds of which are
advanced or contributed or otherwise benefit, directly or indirectly, such
Guarantor and its Subsidiaries (collectively, the "Benefits"). In the case
of any proceeds of Advances or Benefits advanced or contributed to a Person
(an "Owned Entity") any of the equity interests of which are owned directly
or indirectly by a Guarantor, the Benefit Amount of a Guarantor with
respect thereto shall be that portion of the net value of the benefits
attributable to Advances or Benefits equal to the direct or indirect
percentage ownership of such Guarantor in its Owned Entity.
9.03 CONTRIBUTION OBLIGATION. Each Guarantor shall be liable to a
Funding Guarantor in an amount equal to the greater of (A) the (i) ratio of
the Benefit Amount of such Guarantor to the total amount of Guaranteed
Obligations, multiplied by (ii) the amount of Guaranteed Obligations paid
by such Funding Guarantor and (B) 95% of the excess of the fair saleable
value of the property of such Guarantor over the total liabilities of such
Guarantor (including the maximum amount reasonably expected to become due
in respect of contingent liabilities) determined as of the date on which
the payment made by a Funding Guarantor is deemed made for purposes of this
Agreement (giving effect to all payments made by other Funding Guarantors
as of such date in a manner to maximize the amount of such contributions).
9.04 ALLOCATION. In the event that at any time there exists more
than one Funding Guarantor with respect to any Contribution (in any such
case, the "Applicable Contribution"), then payment from other Guarantors
pursuant to this Agreement shall be allocated among such Funding Guarantors
in proportion to the total amount of the Contribution made for or on
account of the Borrower by each such Funding Guarantor pursuant to the
Applicable Contribution. In the event that at any time any Guarantor pays
an amount under this Agreement in excess of the amount calculated pursuant
to clause (A) of Subsection 9.03 above, that Guarantor shall be deemed to
be a Funding Guarantor to the extent of such excess and shall be entitled
to contribution from the other Guarantors in accordance with the provisions
of this Section.
9.05 SUBSIDIARY PAYMENT. The amount of contribution payable under
this Section by any Guarantor shall be reduced by the amount of any
contribution paid hereunder by a Subsidiary of such Guarantor.
9.06 EQUITABLE ALLOCATION. If as a result of any reorganization,
recapitalization, or other corporate change in the Borrower or any of its
Subsidiaries, or as a result of any amendment, waiver or modification of
the terms and conditions of other Sections of this Agreement or the
Guaranteed Obligations, or for any other reason, the contributions under
this Section become inequitable as among the Guarantors, the Guarantors
shall promptly modify and amend this Section to provide for an equitable
allocation of contributions. Any of the foregoing modifications and
amendments shall be in writing and signed by all Guarantors.
9.07 ASSET OF PARTY TO WHICH CONTRIBUTION IS OWING. The Guarantors
acknowledge that the right to contribution hereunder shall constitute an
asset in favor of the Guarantor to which such contribution is owing.
9.08 SUBORDINATION. No payments payable by a Guarantor pursuant to
the terms of this Section 9 shall be paid until all amounts then due and
payable by the Borrower to any Bank, pursuant to the terms of the Credit
Documents, are paid in full in cash. Nothing contained in this Section 9
shall affect the obligations of any Guarantor to any Bank under the Credit
Agreement or any other Credit Documents.
SECTION 10. MISCELLANEOUS.
10.01 ADDRESSES FOR NOTICES. All notices and other communications
provided for hereunder shall be in writing, including telegraphic
communication and delivered or teletransmitted to the Administrative Agent,
as set forth in the Credit Agreement and to each Guarantor, at the address
set forth under such Guarantor's signature hereto or in the Accession
Agreement executed by such Guarantor, or to such other address as shall be
designated by any Guarantor or the Administrative Agent in written notice
to the other parties. All such notices and other communications shall be
effective when delivered or teletransmitted to the above addresses.
10.02 AMENDMENTS, ETC. No waiver of any provision of this Agreement
nor consent to any departure by any Guarantor therefrom shall be effective
unless the same shall be in writing and signed by the Administrative Agent,
the Required Lenders and the Borrower and no amendment of this Agreement
shall be effective unless the same shall be in writing and signed by each
Guarantor and the Administrative Agent, with the consent of the Required
Lenders; PROVIDED that any amendment or waiver releasing any Guarantor from
any liability hereunder shall be signed by all the Banks; and PROVIDED
FURTHER that any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given. Notwithstanding the
foregoing, in the event that any Subsidiary or Affiliate of the Borrower
hereafter is required in accordance with the terms of the Credit Agreement
or otherwise agrees to become a guarantor of the Borrower's obligations
under the Credit Documents, then such Subsidiary or Affiliate may become a
party to this Agreement by executing an Accession Agreement ("Accession
Agreement") in the form attached hereto as ANNEX 1 and each Guarantor and
the Administrative Agent hereby agrees that upon such Subsidiary's or
Affiliate's execution of such Accession Agreement, this Agreement shall be
deemed to have been amended to make such Person a Guarantor hereunder for
all purposes and a party hereto and no signature is required on behalf of
the other Guarantors or the Administrative Agent to make such an amendment
to this Agreement effective.
10.03 NO WAIVER; REMEDIES. No failure on the part of Administrative
Agent, the Syndication Agent, the Documentation Agent or any Bank to
exercise, and no delay in exercising, any right hereunder shall operate as
a waiver thereof; nor shall any single or partial exercise of any right
hereunder preclude any other or further exercise thereof or the exercise of
any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.
10.04 RIGHT OF SET-OFF. Upon the occurrence and during the
continuance of any Event of Default, the Administrative Agent, the
Syndication Agent, the Documentation Agent and the Banks are hereby
authorized at any time, to the fullest extent permitted by law, to set off
and apply any deposits (general or special, time or demand, provisional or
final) and other indebtedness owing by the Administrative Agent, the
Syndication Agent, the Documentation Agent or the Banks to the account of
any Guarantor against any and all of the obligations of such Guarantor
under this Agreement, irrespective of whether or not the Administrative
Agent, the Syndication Agent, the Documentation Agent or the Banks shall
have made any demand under this Agreement and although such obligations may
be contingent and unmatured. The Administrative Agent, the Syndication
Agent, the Documentation Agent and the Banks agree promptly to notify each
Guarantor affected by any such set-off after any such set-off and
application made by the Administrative Agent, the Syndication Agent, the
Documentation Agent or the Banks provided that the failure to give such
notice shall not affect the validity of such set-off and application. The
rights of the Administrative Agent, the Syndication Agent, the
Documentation Agent and the Banks under this Section 10.04 are in addition
to other rights and remedies (including, without limitation, other rights
of set-off) which the Administrative Agent, the Syndication Agent, the
Documentation Agent and the Banks may have.
10.05 CONTINUING GUARANTY; TRANSFER OF INTEREST. This Agreement
shall create a continuing guaranty and shall (a) remain in full force and
effect until payment in full and termination of the Guaranteed Obligations,
(b) be binding upon each Guarantor, its successors and assigns, and
(c) inure, together with the rights and remedies of the Administrative
Agent hereunder, to the benefit of the Administrative Agent, the
Syndication Agent, the Documentation Agent and the Banks and their
respective successors, transferees and assigns. Without limiting the
generality of the foregoing clause, when any Bank assigns or otherwise
transfers any interest held by it under the Credit Agreement or other
Credit Document to any other Person pursuant to the terms of the Credit
Agreement or other Credit Document, that other Person shall thereupon
become vested with all the benefits held by such Bank under this Agreement.
Upon the payment in full and termination of the Guaranteed Obligations, the
guaranties granted hereby shall terminate and all rights hereunder shall
revert to each Guarantor to the extent such rights have not been applied
pursuant to the terms hereof. Upon any such termination, the
Administrative Agent will, at each Guarantor's expense, execute and deliver
to such Guarantor such documents as such Guarantor shall reasonably request
and take any other actions reasonably requested to evidence or effect such
termination.
10.06 GOVERNING LAW. ANY DISPUTE BETWEEN THE GUARANTOR, ANY AGENT,
ANY BANK, OR ANY INDEMNITEE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH,
THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS, AND WHETHER ARISING IN
CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH
THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF
LAWS PROVISIONS) OF THE STATE OF NEW YORK.
10.07 CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.
(A) EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN SUBSECTION (B),
EACH OF THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT
OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE
OTHER CREDIT DOCUMENTS WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR
OTHERWISE, SHALL BE RESOLVED EXCLUSIVELY BY STATE OR FEDERAL COURTS LOCATED
IN NEW YORK, NEW YORK, BUT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS
FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW
YORK, NEW YORK. EACH OF THE PARTIES HERETO WAIVES IN ALL DISPUTES BROUGHT
PURSUANT TO THIS SUBSECTION (A) ANY OBJECTION THAT IT MAY HAVE TO THE
LOCATION OF THE COURT CONSIDERING THE DISPUTE.
(B) OTHER JURISDICTIONS. THE GUARANTOR AGREES THAT ANY AGENT, ANY
BANK OR ANY INDEMNITEE SHALL HAVE THE RIGHT TO PROCEED AGAINST THE
GUARANTOR OR ITS PROPERTY IN A COURT IN ANY LOCATION TO ENABLE SUCH PERSON
TO (1) OBTAIN PERSONAL JURISDICTION OVER THE GUARANTOR OR (2) ENFORCE A
JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCH PERSON. THE
GUARANTOR AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN
ANY PROCEEDING BROUGHT BY SUCH PERSON TO ENFORCE A JUDGMENT OR OTHER COURT
ORDER IN FAVOR OF SUCH PERSON. THE GUARANTOR WAIVES ANY OBJECTION THAT IT
MAY HAVE TO THE LOCATION OF THE COURT IN WHICH SUCH PERSON HAS COMMENCED A
PROCEEDING DESCRIBED IN THIS SUBSECTION (B).
(C) SERVICE OF PROCESS. THE GUARANTOR WAIVES PERSONAL SERVICE OF
ANY PROCESS UPON IT AND IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF
ANY WRITS, PROCESS OR SUMMONSES IN ANY SUIT, ACTION OR PROCEEDING BY THE
MAILING THEREOF BY ANY AGENT OR THE BANKS BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO THE GUARANTOR ADDRESSED AS PROVIDED HEREIN. NOTHING
HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF ANY AGENT OR THE
BANKS TO SERVE ANY SUCH WRITS, PROCESS OR SUMMONSES IN ANY OTHER MANNER
PERMITTED BY APPLICABLE LAW. THE GUARANTOR IRREVOCABLY WAIVES ANY
OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH IN ANY JURISDICTION SET FORTH
ABOVE.
(D) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY
WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED
WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM
IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR
AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH. EACH OF THE
PARTIES HERETO AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY
PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO
THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
(E) ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENTS TO EACH
OTHER PARTY HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY,
THE PROVISIONS OF THIS SECTION 10.08, WITH ITS COUNSEL.
[INTENTIONALLY BLANK]
Each Guarantor has caused this Agreement to be duly executed as of
the date first above written.
GUARANTORS:
LASALLE HOTEL PROPERTIES,
a Maryland real estate investment trust
By:
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Name:
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Title:
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Address: 0000 Xxxxxxxxxx Xxxx, Xxxxx X00
Xxxxxxxx, Xxxxxxxx 00000
Attn: Xx. Xxxx X. Xxxxx
LHO VIKING HOTEL, L.L.C.,
a Delaware limited liability company
By:
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Name:
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Title:
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Address: 0000 Xxxxxxxxxx Xxxx, Xxxxx X00
Xxxxxxxx, Xxxxxxxx 00000
Attn: Xx. Xxxx X. Xxxxx
LHO MISSION BAY HOTEL, L.P.,
a California limited partnership
By: LaSalle Hotel Operating Partnership,
L.P., a Delaware limited partnership,
its general partner
By: LaSalle Hotel Properties,
its general partner
By:
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Name:
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Title:
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Address: 0000 Xxxxxxxxxx Xxxx, Xxxxx X00
Xxxxxxxx, Xxxxxxxx 00000
Attn: Xx. Xxxx X. Xxxxx
SIGNATURE PAGE OF GUARANTY AND CONTRIBUTION AGREEMENT
ANNEX 1
Guaranty and Contribution Agreement
ACCESSION AGREEMENT
______________________________________________ [NAME OF ENTITY], a [limited
partnership/corporation] (the "Company"), hereby agrees with (i) SOCIETE
GENERALE, SOUTHWEST AGENCY, as Administrative Agent (the "Administrative
Agent") under the Second Amended and Restated Senior Unsecured Credit
Agreement dated as of __________, 2000 (the "Credit Agreement") among
LASALLE HOTEL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership,
as the Borrower, the Administrative Agent, BANK OF MONTREAL, CHICAGO BRANCH
as Syndication Agent, DEUTSCHE BANC ALEX. XXXXX, as Joint Book Runner and
Documentation Agent, and the Banks; (ii) the parties to the Environmental
Indemnity Agreement (the "Environmental Indemnity") dated as of __________,
2000 executed in connection with the Credit Agreement, (iii) the parties to
the Guaranty and Contribution Agreement (the "Guaranty") dated as of
__________, 2000 executed in connection with the Credit Agreement, as
follows:
The Company hereby agrees and confirms that, as of the date hereof,
it (a) intends to be a party to the Environmental Indemnity and the
Guaranty and undertakes to perform all the obligations expressed therein,
respectively, of an Indemnitor and a Guarantor (as defined in the
Environmental Indemnity and the Guaranty, respectively), (b) agrees to be
bound by all of the provisions of the Environmental Indemnity and the
Guaranty as if it had been an original party to such agreements, (c)
confirms that the representations and warranties set forth in the
Environmental Indemnity and the Guaranty, respectively, with respect to the
Company, a party thereto, are true and correct in all material respects as
of the date of this Accession Agreement and (d) has received and reviewed
copies of each of the Environmental Indemnity and the Guaranty.
For purposes of notices under the Environmental Indemnity and the
Guaranty the address for the Company is as follows:
Attention:
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Telephone:
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Telecopy:
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This Accession Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF this Accession Agreement was executed and
delivered as of the ___ day of ___________________, 2000.
[NAME OF ENTITY]
By:
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Title:
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