August 7, 2014
Exhibit 10.28
August 7, 2014
Xxxxx Fargo Bank, National Association
Xxxxx Fargo Center
0000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
XXX X0000-000
Xxxxxxx, Xxxxxxxxxx 00000
Citigroup Global Markets Realty Corp.
000 Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: | Loan Agreement, dated as of the date hereof (the “Loan Agreement”), by and among 000 XXXXX XXXX XX. LLC (“333 Hope”) and 000 XXXXX XXXX PLANT LLC (“333 Plant”), each a Delaware limited liability company, having an address at c/o Brookfield Properties Inc., Brookfield Place, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, (333 Hope and 333 Plant, individually and collectively, as the context may require, together with each of their permitted successors and/or assigns, “Borrower”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, having an address at Xxxxx Fargo Center, 0000 Xxxxxxxx Xxxxxx, 0xx Xxxxx, XXX X00000 020 Xxxxxxx, Xxxxxxxxxx 00000 (together with its successors and assigns, “WFB”), and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (together with its successors and/or assigns, “Citi”; WFB and Citi, individually and/or collectively, as the context may require, “Lender”). |
Ladies and Gentlemen:
Reference is made to the Loan Agreement. Capitalized terms not defined herein shall have the meanings assigned to them in the Loan Agreement. This letter shall confirm our agreement as follows:
Lender, subject to the satisfaction of the other conditions precedent to the making of the Loan, is willing to fund the Loan, subject to Borrower’s compliance with the terms of this letter. Accordingly, to induce Lender to make the Loan and in consideration of Lender’s making
the Loan, the sufficiency of such consideration being hereby acknowledged, if required by any Rating Agency in connection with the issuance of any Securities, Borrower hereby agrees to replace the Reserve Guaranty with cash deposits to the Specified Reserve if Lender, in its sole and absolute discretion believes that its ability to enter into any Secondary Market Transaction is negatively impacted by the existence of the Reserve Guaranty in lieu of cash deposits into the Specified Reserve.
Borrower shall pay any and all costs and expenses incurred by Borrower in connection with the foregoing. Borrower shall pay or reimburse Lender for the reasonable legal fees and disbursements of Lender’s counsel in connection with the foregoing.
Borrower’s failure to comply with the foregoing shall, at Lender’s option, constitute an Event of Default, whereupon Lender shall be entitled to exercise any or all of the rights and remedies available to it under the Loan Documents or under applicable law.
The terms and conditions of this letter shall survive, and continue in full force and effect after, the Loan closing. In the event of any conflict or inconsistency between the terms of this letter and the terms of the Loan Agreement, the terms of this letter shall govern and control.
This letter together with the Loan Agreement and the other Loan Documents constitute the entire agreement among the parties concerning their subject matter.
This letter may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
This letter may not be amended or any provision hereof waived or modified except by an agreement in writing signed by the party against whom enforcement is sought. This letter shall be governed by, and construed in accordance with, the laws of the State New York.
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IN WITNESS WHEREOF, Borrower has duly executed this letter as of the day and year first above written.
BORROWER: 333 SOUTH HOPE CO. LLC, a Delaware limited liability company By: /s/ XXXXX KIRSCHNER Name: Xxxxx Kirschner Title: Vice President, Finance | |
333 SOUTH HOPE PLANT LLC, a Delaware limited liability company By: /s/ XXXXX KIRSCHNER Name: Xxxxx Kirschner Title: Vice President, Finance | |
Side Letter – Signature Page
