CASH MANAGEMENT AGREEMENT
CASH MANAGEMENT AGREEMENT (this "Agreement") dated as of February 19, 2003
among Shelbourne Properties I L.P., a Delaware limited partnership ("Shelbourne
I"), Shelbourne Properties II L.P., a Delaware limited partnership ("Shelbourne
II"), Shelbourne Properties III L.P., a Delaware limited partnership
("Shelbourne III") (Shelbourne I, Shelbourne II, and Shelbourne III being
referred to herein, singly and collectively, and jointly and severally, as the
"Shelbourne OP" or "Shelbourne OP's"), FLEET NATIONAL BANK, as agent for itself
and the Lenders (as defined herein) (the "Agent"), and the various subsidiaries
of the Shelbourne OP's listed on Exhibit A annexed hereto (the "Other Parties")
(the Borrower and the Other Parties, singularly and collectively, the "Account
Parties")
R E C I T A L S:
A. Fleet National Bank and the other lending institutions which have
become, or may become, parties to the Loan Agreement (collectively, the
"Lenders") have made a loan ("Loan") to Century Park I Joint Venture, Seattle
Landmark Joint Venture, Tri-Columbus Associates, Shelbourne Xxxxxxxx Company
LLC, Shelbourne Richmond Company LLC, and Shelbourne Las Vegas Company LLC
(being referred to herein, singly and collectively, and jointly and severally,
as the "Borrower" or "Borrowers") in the aggregate principal amount of
$55,000,000.00, which Loan is established pursuant to a certain Loan Agreement
(the "Loan Agreement") of even date by and among the Agent, the Lenders, the
Shelbourne OP, and the Borrower. Capitalized terms used herein and not otherwise
defined herein, but defined in the Loan Agreement, shall have the meaning set
forth in the Loan Agreement.
B. The Other Parties are either owners of the Collateral Properties or
Non-Collateral Individual Properties.
C. As a condition to making the Loan, the Agent and the Lenders have
required that certain off the Account Parties establish a separate non-interest
bearing account (the "Depository Accounts") at the Agent into which all
Distributions, revenues and other payments received by such Account Party are to
be deposited. In addition, certain of the Account Parties have established
operating accounts (the "Operating Accounts") and may establish so called
"Galaxy" accounts (the "Galaxy Accounts") at the Agent into which various funds
in the Depository Accounts may from time to time be transferred. Certain of the
Depository Accounts, Operating Accounts and Galaxy Accounts have been pledged to
the Agent, on behalf of the Lenders in accordance with the Pledge and Security
Agreement. This agreement shall govern the use and disbursement of any funds in
the Depository Accounts, the Operating Accounts and the Galaxy Accounts.
NOW, THEREFORE, in consideration of the covenants herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS
As used herein, the following terms shall have the following definitions:
"Accounts" shall mean, collectively, any and all Depository Accounts,
Operating Accounts and Galaxy Accounts in the name of each Account Party,
including, without limitation, the Depository Accounts, Operating Accounts, and
Galaxy Accounts listed on Exhibit B, annexed
hereto, and the Mandatory Principal Payment Account, T/I CAPEX Fund Account, and
the Cash Sweep Cash Collateral Account.
"Agreement" shall mean this Cash Management Agreement, as amended,
supplemented or otherwise modified from time to time.
"Annual Budget" as defined in Section 3.5.
"Approved Budget" as defined in Section 3.5.
"Cash Sweep Cash Collateral Account" as defined in Section 2.1.
"Cash Sweep Period" shall mean any period of time that the Borrower is not
in compliance with the Cash Sweep Account Test, as set forth in the Loan
Agreement.
"Extraordinary Expenses" means any extraordinary operating expense or
capital expense not set forth in the Approved Budget, which has been approved in
writing by Agent, such approval to not be unreasonably withheld.
"Funds" shall mean any funds deposited in an Account.
"Mandatory Principal Payment Account" as defined in Section 2.1.
"Operating Expenses" means, for any period, the operating and capital
expenses for all Account Party as set forth in an Approved Budget to the extent
such expenses are actually paid or incurred by Borrower or any Other Party and
excluding expenses for which Borrower shall be reimbursed from, or which shall
paid for out of funds in the T/I CAPEX Fund Account.
"T/I CAPEX Fund Account" as defined in Section 2.1.
2. THE ACCOUNTS
2.1 Establishment of Accounts. The Account Parties acknowledge that Agent
has established at the Agent the following Accounts:
(1) The Depository Accounts listed on Exhibit B, annexed hereto, in the
respective name of the Borrower and the Other Parties, Fleet National Bank
as agent, as reflected therein;
(2) The Operating Accounts listed on Exhibit B, annexed hereto, in the
name of the Borrower and the Other Parties, as reflected therein;
(3) The accounts into which shall be deposited the sums required to be
deposited in accordance with the Loan Agreement into the T/I CAPEX Fund
Account (the "T/I CAPEX Fund Account"), in the name of each Shelbourne OP,
Fleet National Bank as agent, being accounts no. 9460497821 (Shelbourne I),
no. 9460497856 (Shelbourne II), and no. 9460497872 (Shelbourne III);
(4) An account into which shall be deposited the sums required to be
deposited for payment of all Mandatory Principal Prepayments under the Loan
Agreement (the "Mandatory Principal Payment Account"), in the name of the
Shelbourne OP, Fleet National Bank as agent, being account no. 9460497899;
and
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(5) Account into which shall be deposited certain sums from the Funds
in the Depository Accounts to be held as collateral for the Obligations
(the "Cash Sweep Cash Collateral Account"), in the name of each Shelbourne
OP, Fleet National Bank as agent, being account no. 9460497848 (Shelbourne
I), no. 9460497864 (Shelbourne II), and no. 9460497880 (Shelbourne III).
The Accounts may, at Agent's discretion, be book entry subaccounts in one or
more commingled accounts maintained by Agent, or may be individual accounts set
up by Agent. Agent may change the financial institution holding the Accounts
from time to time upon written notice to Borrower.
2.2 Deposits into Depository Accounts.
(1) The Account Parties represent, warrant and covenant that each of
the Account Parties shall comply with the terms and provisions of the Loan
Agreement and the applicable Consents relating to (i) directly depositing,
or causing third parties to directly deposit, Distributions, revenues and
other payments into the applicable Depository Account, (ii) establishing
satisfactory procedures with respect thereto, and (iii) maintaining in
place such procedures and the Payment Direction Letters. Without limiting
the generality of the foregoing, (i) at all times, Shelbourne I Seattle
Landmark Company LLC, and Shelbourne I Century Park Company LLC shall
directly deposit, or cause third parties to directly deposit,
Distributions, revenues and other payments due to such Persons into the
Depository Account in the name of Shelbourne I, (ii) at all times,
Shelbourne Xxxxxxxx Company LLC, Shelbourne Richmond Company LLC,
Shelbourne II Seattle Landmark Company LLC, Shelbourne II Century Park
Company LLC, and Shelbourne II Tri-Columbus Company LLC shall directly
deposit, or cause third parties to directly deposit, Distributions,
revenues and other payments due to such Persons into the Depository Account
in the name of Shelbourne II and (ii) at all times, Shelbourne Las Vegas
Company LLC, and Shelbourne III Tri-Columbus Company LLC shall directly
deposit, or cause third parties to directly deposit, Distributions,
revenues and other payments due to such Persons into the Depository Account
in the name of Shelbourne III.
(2) If, notwithstanding the provisions of Section 2.2(a), any Account
Party receives any Distributions, revenues or any other payments, then (i)
such amounts shall be held in trust for the benefit of Agent, (ii) such
amounts shall not be commingled with any other funds or property of such
Account Party, and (iii) such Account Party shall deposit such amounts in
the applicable Depository Account within three (3) Business Days of
receipt.
(3) There shall be no other accounts maintained by any Account Party
into which Distributions, revenues, or other payments received by such
Account Party are deposited. So long as the Loan shall be outstanding, no
Account Party shall (i) open any other such account for the deposit of
Distributions, revenues, or other payments or (ii) open any other account
at the Agent without prior notice to the Agent.
2.3 Dominion and Control. The Accounts shall each be in the name of the
Shelbourne OP or an Other Party as provided above; provided, however, the
Account Parties acknowledge and agree that the Depository Accounts, the T/I
CAPEX Fund Account, the Mandatory Principal Payment Account, and the Cash Sweep
Cash Collateral Account are subject to the sole dominion, control and discretion
of Agent, its authorized agents or designees, subject to the terms hereof and
the other Loan Documents. Neither Borrower nor any Other Party shall have the
right of withdrawal with respect to any Depository Account, the T/I Fund
Account, the Mandatory Principal Prepayment Account, and the Cash Sweep Cash
Collateral Account. Except for the Depository Accounts, the
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applicable Account Party shall have the rights generally afforded to account
holders at the Agent with respect to the investment of any Funds in the
Accounts.
2.4 Interest on Accounts. Any interest earned on the Accounts shall be for
the account of the applicable Account Party, except that the Account Parties
acknowledge that the Depository Accounts are not interest bearing accounts. The
applicable Account Party shall be responsible for payment of any federal, state
or local income or other tax applicable to any interest earned by such Account
Party on such Accounts. Any interest earned by any Account Party on the Accounts
shall be reported under the federal tax identification number of the applicable
Account Party as previously provided to the Agent.
3. APPLICATION OF DEPOSITS
3.1 Application of Deposits.
(1) Agent shall be authorized and required to allocate and/or disburse
Funds on deposit in the Depository Account of each Shelbourne OP as
follows:
(1) Except during any Cash Sweep Period, any Funds in the
Depository Account of any Shelbourne OP shall be transferred
periodically as determined by Agent (the Agent shall use its best
efforts to have such Funds so transferred within one (1) Business Day
of the receipt thereof) to the Operating Account of such Shelbourne OP,
to be applied by such Shelbourne OP only for the payment of, in order
of priority (a) the monthly interest payments due on the Loan to the
extent not paid by the Borrower, (b) any required Mandatory Principal
Prepayments due on the Loan, (c) any costs or expenses related to the
operation and management of the Shelbourne OP, the Shelbourne
Subsidiaries, or the Individual Properties, and then (d) for the
payment of any Permitted Distribution. The Shelbourne OP may at its
discretion transfer funds to, or retain any of such Funds in, the
Shelbourne OP's Galaxy Account. The Shelbourne OP may also, at its
discretion, retain funds from any Other Party in the Shelbourne OP's
Galaxy Account and, at its discretion, transfer any such funds to the
Operating Account of any Other Party.
(2) During any Cash Sweep Period:
(1) First, to the payment on the first Business Day of each
month of the monthly interest payment due on the Loan;
(2) Second, if a Mandatory Principal Payment is due, to the
Mandatory Principal Payment Account, to pay on the due date
thereof the subject Mandatory Principal Payment;
(3) Third, certain of the other Funds in the Depository
Account of each Shelbourne OP shall be transferred
periodically as determined by Agent (the Agent shall use its
best efforts to have such Funds so transferred within one
(1) Business Day of the receipt thereof) to the Operating
Account of such Shelbourne OP, to be applied by the
Shelbourne OP only for the payment of (x) Operating Expenses
in accordance with the Approved Budget or (y) Extraordinary
Expenses (the Shelbourne OP may at its discretion transfer
funds to, or retain any of such Funds in, the Shelbourne
OP's Galaxy Account).; and
(4) Fourth, the balance of the Funds in the Depository
Account of each Shelbourne OP shall be transferred
periodically as determined
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by the Agent to the Cash Sweep Cash Collateral Account with
respect to such Shelbourne OP to be held as collateral for
the Obligations in accordance with the applicable Pledge and
Security Agreement.
In the event that prior to the occurrence of an Event of
Default, Shelbourne OP is subsequently in compliance with
the Cash Sweep Account Test, the provisions of Section
3.1(a)(i) shall be deemed to be in effect and any Funds in
the Cash Sweep Cash Collateral Account shall be transferred
to the Operating Account of respective Shelbourne OP.
(2) Agent shall be authorized and required to allocate and/or disburse
Funds on deposit in the Depository Account of any Other Party in the
following order of priority:
(1) Except during any Cash Sweep Period, any Funds in the
Depository Account of any such Other Party shall be transferred
periodically as determined by the Agent (the Agent shall use its best
efforts to have such Funds so transferred within one (1) Business Day of
the receipt thereof) to the Operating Account of such Other Party (any such
Other Party may at its discretion transfer funds to, or retain any of such
Funds in, such Party's Galaxy Account or the Shelbourne OP's Galaxy
Account), to be applied by such Other Party only for, in order of priority
(a) the monthly interest payments due on the Loan, (b) any required
Mandatory Principal Prepayments due on the Loan, (c) the payment of any
costs or expenses related to the operation and management of such Other
Party or the Individual Properties owned by such Other Party, or (d) the
payment of Distributions by such Other Party to the applicable Shelbourne
OP.
(2) During any Cash Sweep Period, all of the Funds in the
Depository Account of any such Other Party shall be transferred
periodically as determined by Agent (the Agent shall use its best efforts
to have such Funds so transferred within one (1) Business Day of the
receipt thereof) to the Depository Account of the applicable Shelbourne OP
(such Funds so transferred to be deemed a Distribution from the said Other
Party to said Shelbourne OP) as set forth in Exhibit C, annexed hereto. In
the event that prior to the occurrence of an Event of Default, Shelbourne
OP is subsequently in compliance with the Cash Sweep Account Test, the
provisions of Section 3.1(b)(i) shall be deemed to be in effect.
(3) With respect to any Other Party who is not a Borrower or
Guarantor, after the occurrence and during the continuance of an Event of
Default, Agent shall transfer, and shall be authorized to transfer,
periodically as determined by the Agent (the Agent shall use its best
efforts to have such Funds so transferred within one (1) Business Day of
the receipt thereof) any Funds in the Depository Account, Operating
Account, Galaxy Account or any other Account of any such Other Party to the
Depository Account of the applicable Shelbourne OP (such Funds so
transferred to be deemed a Distribution from the said Other Party to said
Shelbourne OP) as set forth in Exhibit C, annexed hereto.
3.2 After the occurrence of an Event of Default, as provided for in the
Pledge and Security Agreement, the Agent shall have the right to apply any Funds
from the Accounts of Shelbourne OP and any Other Party who has pledged such
Accounts to the Agent, on behalf of the Lenders, toward the repayment of the
Obligations.
3.3 Nothing in this Article III shall limit, reduce or otherwise affect the
Borrower's obligation to make payments of interest or Mandatory Principal
Payments, as provided for in the Loan Agreement, whether or not there are
sufficient Funds in the Depository Account of the
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Borrower to make such payments. Agent shall have the right to withdraw amounts
from any Account to pay any required interest payment on the date such payments
are due and payable.
3.4 The Account Parties hereby covenant and agree that during any Cash
Sweep Period, amounts withdrawn for payment of Operating Expenses or
Extraordinary Expenses shall be used only for payment of Operating Expenses set
forth in an Approved Budget or for the payment of Extraordinary Expenses.
3.5 For the calendar year or portion thereof during a Cash Flow Sweep
Period, Shelbourne OP shall submit to Agent for Agent's written approval an
annual budget (an "Annual Budget") not later than (i) five (5) days after the
commencement of a Cash Sweep Period and (ii) during the continuance of such Cash
Flow Sweep Period, sixty (60) days prior to the commencement of each calendar
year thereafter, in form satisfactory to Agent setting forth in reasonable
detail budgeted monthly operating income and monthly operating capital and other
expenses for all Account Parties. Each Annual Budget must be satisfactory to
Agent in its reasonable discretion and each such Annual Budget approved by Agent
in accordance with the terms hereof shall hereinafter be referred to as an
"Approved Budget." Until such time as Agent approves a proposed Annual Budget,
the most recently Approved Budget shall apply. Agent shall use its best efforts
to advise the Shelbourne OP within ten (10) Business Days whether the submitted
Annual Budget is approved, and if not approved, the reasons therefor.
4. WITHDRAWALS
4.1 Withdrawals From T/I Fund Account and Mandatory Principal Prepayment
Account.
(1) Withdrawals from the T/I CAPEX Fund Account shall be in accordance
with the terms and conditions of the Loan Agreement.
(2) Agent shall have the right to withdraw amounts from the Mandatory
Principal Payment Account to pay any required Mandatory Principal Payments
on the date such payments are due and payable.
5. RIGHTS AND DUTIES OF AGENT
5.1 Reasonable Care. Beyond the exercise of reasonable care in the custody
thereof or as otherwise expressly provided herein, Agent shall not have any duty
as to any Funds in its possession or control as agent therefor or bailee thereof
or any income thereon or the preservation of rights against any person or
otherwise with respect thereto. Agent shall not be liable or responsible for any
loss or damage to any of the Funds, or for any diminution in value thereof, by
reason of the act or omission of Agent, its Affiliates, agents, employees or
bailees, except to the extent that such loss or damage results from Agent's
gross negligence or willful misconduct.
5.2 Indemnity. The Account Parties shall indemnify and hold each of Agent
and the Lenders, their respective employees and officers harmless from and
against any loss, cost or damage (including, without limitation, reasonable
attorneys' fees and disbursements) incurred by Agent or the Lenders in
connection with the transactions contemplated hereby, except to the extent that
such loss or damage results from Agent's or any Lender's gross negligence or
willful misconduct.
6. MISCELLANEOUS
6.1 Transfers and Liens. Except as otherwise permitted by the Loan
Agreement, each Account Party agrees that it will not (i) sell or otherwise
dispose of any of the Funds or (ii) create or
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permit to exist any lien upon or with respect to all or any of the Funds, except
for the lien granted to Agent under this Agreement.
6.2 Agent's Right to Perform Obligations; No Liability of Agent. If any
Account Party fails to perform any of the covenants or obligations contained
herein, and such failure shall continue for a period of five (5) Business Days
after such Account Party's receipt of written notice thereof from Agent, Agent
may itself perform, or cause performance of, such covenants or obligations, and
the reasonable expenses of Agent incurred in connection therewith shall be
payable by such Account Party to Agent.
6.3 No Waiver. The rights and remedies provided in this Agreement and the
other Loan Documents are cumulative and may be exercised independently or
concurrently, and are not exclusive of any other right or remedy provided at law
or in equity. No failure to exercise or delay by Agent in exercising any right
or remedy hereunder or under the Loan Documents shall impair or prohibit the
exercise of any such rights or remedies in the future or be deemed to constitute
a waiver or limitation of any such right or remedy or acquiescence therein.
Every right and remedy granted to Agent hereunder or by law may be exercised by
such party at any time and from time to time, and as often as such party may
deem it expedient. Any and all of Agent's rights with respect to the lien and
security interest granted hereunder shall continue unimpaired, and each Account
Party shall be and remain obligated in accordance with the terms hereof,
notwithstanding (a) any proceeding under the Federal Bankruptcy Code or any
bankruptcy, insolvency or reorganization laws or statutes of any state, (b) the
release or substitution of Collateral at any time, or of any rights or interests
therein or (c) any delay, extension of time, renewal, compromise or other
indulgence granted by such party in the event of any default, with respect to
the Collateral or otherwise hereunder. No delay or extension of time by such
party in exercising any power of sale, option or other right or remedy
hereunder, and no notice or demand which may be given to or made upon any
Account Party by such party, shall constitute a waiver thereof, or limit, impair
or prejudice such party's right, without notice or demand, to take any action
against any Account Party or to exercise any other power of sale, option or any
other right or remedy.
6.4 Expenses. Each Account Party shall pay to Agent and/or such party's
counsel on demand, from time to time, all costs and expenses (including, but not
limited to, reasonable attorneys' fees and disbursements, and transfer,
recording and filing fees, taxes and other charges) of, or incidental to, the
preparation and negotiation of this Agreement, or in any way relating to the
enforcement, protection or preservation of the rights or remedies of such party
under this Agreement or the other Loan Documents. Standard and customary fees
and charges associated with the Accounts shall be included on a consolidated
account analysis statement which Agent shall submit to Shelbourne OP. This
statement shall set forth the fees and charges payable with respect to the
Accounts, including, but not limited to reasonable fees and reasonable expenses
incurred in connection with this Agreement. Agent shall be entitled to charge
the Accounts for such fees and expenses as indicated by the analysis statement.
6.5 Entire Agreement. This Agreement constitutes the entire and final
agreement between the parties with respect to the subject matter hereof and may
not be changed, terminated or otherwise varied, except by a writing duly
executed by the parties.
6.6 No Waiver. No waiver of any term or condition of this Agreement,
whether by delay, omission or otherwise, shall be effective unless in writing
and signed by the party sought to be charged, and then such waiver shall be
effective only in the specific instance and for the purpose for which given.
6.7 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties hereto, their respective successors and permitted
assigns.
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6.8 Notices. Any notice or other communication in connection with this
Agreement shall be in writing, and (i) deposited in the United States Mail,
postage prepaid, by registered or certified mail, or (ii) hand delivered by any
commercially recognized courier service or overnight delivery service such as
Federal Express, or (iii) sent by facsimile transmission if a FAX Number is
designated below addressed:
If to Agent:
Fleet National Bank, N.A.
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Xxxxx X. Xxx, Director
FAX Number: (000) 000-0000
And
Attention: Commercial Real Estate Loan
Administration Manager,
with copies by regular mail or such hand delivery or facsimile
transmission to:
Xxxxxx & Xxxxxxxxxx LLP
Xxxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx, Esquire
FAX Number: (000) 000-0000
If to Shelbourne OP or any Account Party:
[Such Person]
0 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxx Xxxxxxx Xxxxxxx, Senior Vice President
FAX Number: (000) 000-0000
with copies by regular mail or such hand delivery or facsimile transmission to:
Post & Xxxxxxx, LLP
000 Xxxxxxx Xxxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx, Esquire
FAX Number: (000) 000-0000
Any such addressee may change its address for such notices to such other
address in the United States as such addressee shall have specified by written
notice given as set forth above. All periods of notice shall be measured from
the deemed date of delivery.
A notice shall be deemed to have been given, delivered and received for the
purposes of this Agreement upon the earliest of: (i) if sent by such certified
or registered mail, on the third Business Day following the date of postmark, or
(ii) if hand delivered at the specified address by such courier or overnight
delivery service, when so delivered or tendered for delivery during customary
business
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hours on a Business Day, or (iii) if so mailed, on the date of actual receipt as
evidenced by the return receipt, or (iv) if so delivered, upon actual receipt,
or (v) if facsimile transmission is a permitted means of giving notice, upon
receipt as evidenced by confirmation.
6.9 Captions. All captions in this Agreement are included herein for
convenience of reference only and shall not constitute part of this Agreement
for any other purpose.
6.10 Governing Law. This Agreement shall be governed by and construed and
enforced in all respects in accordance with the laws of the Commonwealth of
Massachusetts.
6.11 Counterparts. This Agreement may be executed in any number of
counterparts.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
SHELBOURNE OP: SHELBOURNE PROPERTIES I L.P.,
a Delaware limited partnership
By: Shelbourne Properties I GP, LLC,
its General Partner
By:
---------------------------------------
Name
Title
SHELBOURNE PROPERTIES II L.P.,
a Delaware limited partnership
By: Shelbourne Properties II GP, LLC,
its General Partner
By:
---------------------------------------
Name
Title
SHELBOURNE PROPERTIES III L.P.,
a Delaware limited partnership
By: Shelbourne Properties III GP, Inc.,
its General Partner
By:
---------------------------------------
Name
Title
AGENT: FLEET NATIONAL BANK, a national
banking association
By:
-------------------------------------
Xxxxx X. Xxx
Duly Authorized
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OTHER PARTIES:
BORROWER: SHELBOURNE RICHMOND COMPANY LLC
By: Shelbourne Properties II L.P., member manager
By: Shelbourne Properties II GP, LLC,
General Partner
By:
-------------------------------------
BORROWER: SHELBOURNE XXXXXXXX COMPANY LLC
By: Shelbourne Properties II L.P., member manager
By: Shelbourne Properties II GP, LLC,
General Partner
By:
-------------------------------------
BORROWER: SHELBOURNE LAS VEGAS COMPANY LLC
By: Shelbourne Properties III L.P., member manager
By: Shelbourne Properties III GP, Inc.,
General Partner
By:
-------------------------------------
BORROWER: CENTURY PARK I JOINT VENTURE
By: Shelbourne I Century Park Company LLC
By: Shelbourne Properties I L.P, member manager
By: Shelbourne Properties I GP, LLC,
General Partner
By:
----------------------------------
By: Shelbourne II Century Park Company LLC
By: Shelbourne Properties II L.P, member manager
By: Shelbourne Properties II GP, LLC,
General Partner
By:
----------------------------------
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BORROWER: TRI-COLUMBUS ASSOCIATES
By: Shelbourne II Tri-Columbus Company LLC
By: Shelbourne Properties II L.P, member manager
By: Shelbourne Properties II GP, LLC,
General Partner
By:
------------------------------------
By: Shelbourne III Tri-Columbus Company LLC
By: Shelbourne Properties III L.P, member manager
By: Shelbourne Properties III GP, Inc.,
General Partner
By:
------------------------------------
BORROWER: SEATTLE LANDMARK JOINT VENTURE
By: Shelbourne I Seattle Landmark Company LLC
By: Shelbourne Properties I L.P, member manager
By: Shelbourne Properties I GP, LLC,
General Partner
By:
------------------------------------
By: Shelbourne II Seattle Landmark Company LLC
By: Shelbourne Properties II L.P, member manager
By: Shelbourne Properties II GP, LLC,
General Partner
By:
------------------------------------
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000 XXXXXXXX JOINT VENTURE
By: Shelbourne I Broadway Company LLC
By: Shelbourne Properties I L.P, member manager
By: Shelbourne Properties I GP, LLC,
General Partner
By:
------------------------------------
By: Shelbourne II Broadway Company LLC
By: Shelbourne Properties II L.P, member manager
By: Shelbourne Properties II GP, LLC,
General Partner
By:
------------------------------------
By: Shelbourne III Broadway Company LLC
By: Shelbourne Properties III L.P, member manager
By: Shelbourne Properties I GP, Inc.
General Partner
By:
------------------------------------
SHELBOURNE I CENTURY PARK COMPANY LLC
By: Shelbourne Properties I L.P, member manager
By: Shelbourne Properties I GP, LLC,
General Partner
By:
------------------------------------
SHELBOURNE II CENTURY PARK COMPANY LLC
By: Shelbourne Properties II L.P, member manager
By: Shelbourne Properties II GP, LLC,
General Partner
By:
------------------------------------
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SHELBOURNE I SEATTLE LANDMARK COMPANY LLC
By: Shelbourne Properties I L.P, member manager
By: Shelbourne Properties I GP, LLC,
General Partner
By:
-----------------------------------------
SHELBOURNE II SEATTLE LANDMARK COMPANY LLC
By: Shelbourne Properties II L.P, member manager
By: Shelbourne Properties II GP, LLC,
General Partner
By:
-----------------------------------------
SHELBOURNE II TRI-COLUMBUS COMPANY LLC
By: Shelbourne Properties II L.P, member manager
By: Shelbourne Properties I GP, LLC,
General Partner
By:
-----------------------------------------
SHELBOURNE III TRI-COLUMBUS COMPANY LLC
By: Shelbourne Properties III L.P, member manager
By: Shelbourne Properties II GP, Inc.,
General Partner
By:
-----------------------------------------
SHELBOURNE I 000 XXXXXXXX COMPANY LLC
By: Shelbourne Properties I L.P, member manager
By: Shelbourne Properties I GP, LLC,
General Partner
By:
-----------------------------------------
SHELBOURNE II 000 XXXXXXXX COMPANY LLC
By: Shelbourne Properties II L.P, member manager
By: Shelbourne Properties II GP, LLC,
General Partner
By:
-----------------------------------------
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SHELBOURNE III 000 XXXXXXXX COMPANY LLC
By: Shelbourne Properties III L.P, member manager
By: Shelbourne Properties II GP, Inc.,
General Partner
By:
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Exhibit A
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Account Parties
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Shelbourne Richmond Company, LLC
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Shelbourne Xxxxxxxx Company LLC
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Shelbourne Las Vegas Company LLC
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Century Park I Joint Venture
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Seattle Landmark Joint Venture
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Tri-Columbus Associates
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000 Xxxxxxxx Joint Venture
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Shelbourne Properties I LP
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Shelbourne Properties II LP
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Shelbourne Properties III LP
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Shelbourne I Century Park Company LLC
--------------------------------------------------------------------------------
Shelbourne II Century Park Company LLC
--------------------------------------------------------------------------------
Shelbourne I Seattle Landmark Company LLC
--------------------------------------------------------------------------------
Shelbourne II Seattle Landmark Company LLC
--------------------------------------------------------------------------------
Shelbourne II Tri-Columbus Company LLC
--------------------------------------------------------------------------------
Shelbourne III Tri-Columbus Company LLC
--------------------------------------------------------------------------------
Shelbourne I 000 Xxxxxxxx Company LLC
--------------------------------------------------------------------------------
Shelbourne II 000 Xxxxxxxx Company LLC
--------------------------------------------------------------------------------
Shelbourne III 000 Xxxxxxxx Company LLC
--------------------------------------------------------------------------------
-16-
Exhibit B
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Account Parties Depository Account Number Operating Account Number Galaxy Account Number
--------------------------------------------------------------------------------------------------------------------
Shelbourne Properties I L.P.
--------------------------------------------------------------------------------------------------------------------
Shelbourne Properties II L.P.
--------------------------------------------------------------------------------------------------------------------
Shelbourne Properties III L.P.
--------------------------------------------------------------------------------------------------------------------
Tri-Columbus Associates
--------------------------------------------------------------------------------------------------------------------
000 Xxxxxxxx Joint Venture
--------------------------------------------------------------------------------------------------------------------
Century Park I Joint Venture
--------------------------------------------------------------------------------------------------------------------
Seattle Landmark Joint Venture
--------------------------------------------------------------------------------------------------------------------
-17-
Exhibit C
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Other Party Shelbourne Properties I Shelbourne Shelbourne Properties III
L.P. Properties II L.P. L.P. (Percentage)
(Percentage) (Percentage)
--------------------------------------------------------------------------------------------------------------------
Century Park Joint Venture 50% 50%
--------------------------------------------------------------------------------------------------------------------
Seattle Landmark Joint 50% 50%
Venture
--------------------------------------------------------------------------------------------------------------------
Tri-Columbus Associates 20.66% 79.34%
--------------------------------------------------------------------------------------------------------------------
000 Xxxxxxxx Joint Venture 38.925% 38.925% 22.15%
--------------------------------------------------------------------------------------------------------------------
-18-
