FORBEARANCE AGREEMENT
Execution
Version
This
Forbearance Agreement, dated as of June 10, 2009 (the “Forbearance Agreement”) is
entered into by and among PARKING COMPANY OF AMERICA AIRPORTS,
LLC, a Delaware limited liability company (“PCAA”), PARKING COMPANY OF AMERICA AIRPORTS
PHOENIX, LLC, a Delaware limited liability company (“PCAA Phoenix”), PCAA SP, LLC, a Delaware
limited liability company (“PCAA SP”), and PCA AIRPORTS, LTD., a Texas
limited partnership (“PCAA
Texas” and, together with PCAA, PCAA Phoenix, and PCAA SP, individually
and collectively as the context requires, the “Borrower”), PCAA PARENT, LLC, a Delaware
limited liability company (the “Guarantor”), DEKABANK DEUTSCHE
GIROZENTRALE, a bank organized under the laws of Germany, in its capacity
as holder of Note A-1 (“Deka”), DEUTSCHE HYPOTHEKENBANK AG, a
bank organized under the laws of Germany, in its capacity as holder of Note A-2
(“Hypo”), and ING REAL ESTATE FINANCE (USA)
LLC, a Delaware limited liability company, in its capacity as holder of
Note A-3 (“ING” and
together with Deka and Hypo, the “Note A Co-Lenders”), CAPMARK FINANCE, INC., a
California corporation, in its capacity as holder of Note B-1 (“Capmark”), CAPMARK STRUCTURED REAL ESTATE,
LTD., a limited liability company organized under the laws of the Cayman
Islands, in its capacity as holder of Note B-2 (“CSRE” and together with
Capmark, the “Note B
Co-Lenders”) (the Note A Co-Lenders and the Note B Co-Lenders
collectively, the “Lenders”), ING REAL ESTATE FINANCE (USA)
LLC, a Delaware limited liability company, in its capacity as agent for
the Note A Co-Lenders (the “Note A Agent”) and in its
capacity as administrative agent (the “Administrative Agent”) and
CAPMARK FINANCE, INC., a
California corporation, in its capacity as agent for the Note B Co-Lenders
(“Note B Agent” and together
with the Note A Agent and the Administrative Agent, the “Agents”), with respect to the
Loan Agreement dated as of September 1, 2006 and as amended pursuant to that
certain First Amendment to Loan Agreement, dated as of December 4, 2006 (as
amended, the “Loan
Agreement”).
WITNESSETH:
WHEREAS,
pursuant to the Loan Agreement, the Lenders have made Loans and other extensions
of credit to the Borrower which remain outstanding;
WHEREAS,
one or more Designated Defaults (as defined below) have occurred and are
continuing or are expected to occur and continue during the Forbearance
Period;
WHEREAS,
notwithstanding the existence of such Designated Defaults, the Agents and the
Lenders have agreed to forbear, during the Forbearance Period, from exercising
remedies and taking certain remedial actions under the Loan Agreement, the other
Loan Documents and applicable law solely with respect to such Designated
Defaults on the terms and conditions set forth herein;
NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
ARTICLE
I
DEFINITIONS
Section 1.1 Defined Terms.
Unless otherwise defined herein, capitalized terms used herein have the meanings
assigned in the Loan Agreement and the other Loan Documents, and the following
terms shall have the following meanings:
“Capital Expenditures” shall
mean for any period, with respect to any Person, the aggregate of all
expenditures by such Person for the acquisition or leasing (pursuant to a
capital lease) of fixed or capital assets or additions to equipment (including
replacements, capitalized repairs and improvements during such period, but
excluding any depreciation or amortization) which are required to be capitalized
under GAAP on a balance sheet of such Person.
“Capital Lease Obligations”
shall mean with respect to any Person, the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on
a balance sheet of such Person under GAAP; and, for the purposes of this
Forbearance Agreement, the amount of such obligations at any time shall be
the capitalized amount thereof at such time determined in accordance with
GAAP.
“Cash Flow Forecast” shall
mean the rolling consolidated 13-week cash flow and financial projections of the
Guarantor and its subsidiaries covering the period beginning the Effective Date
and itemizing on a weekly basis all revenues projected to be received and all
expenditures proposed to be made during such periods and other cash flow and
financial projections, and reporting any variances from the initial Cash Flow
Forecast for both the prior week ended on (and including) the immediately
preceding Saturday and the cumulative period to date, and providing a written
explanation of such variances, which shall at all times be in form and substance
reasonably satisfactory to the Agents and the Lenders. The initial Cash Flow
Forecast is attached hereto as Exhibit
A.
“Collateral” shall mean,
collectively, all assets and property of the Borrower and Guarantor that are
from time to time subject to, or required to be subject to, a Lien pursuant to
the Loan Agreement, Security Instruments and any other agreements executed to
secure Borrower’s payment of the Loan and performance of the
Obligations.
“Designated Defaults” shall
mean the Events of Default occurring as a result of (i) Guarantor’s failure to
maintain the required Net Worth pursuant to Section 9.18 of the Loan Agreement,
(ii) Guarantor’s failure to maintain the required Liquidity pursuant to Section
9.19 of the Loan Agreement, (iii) Borrower’s failure to pay in cash interest as
set forth in the Loan Agreement pursuant to Section 11.01(a) of the Loan
Agreement, (iv) Borrower’s failure to make any Swap Payment pursuant to Section
11.01(s) of the Loan Agreement.
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“Effective Date” shall mean
the date hereof, but only upon satisfaction or waiver of the conditions
precedent specified in Article V of this
Forbearance Agreement.
“Expiration Date” shall mean
August 31, 2009.
“Forbearance Period” shall
mean the period beginning on the Effective Date and ending on the earlier of (a)
the Expiration Date and (b) the Termination Date.
“Indebtedness” shall mean that
of any Person at any date, without duplication, (a) all indebtedness of such
Person for borrowed money, (b) all obligations of such Person for the deferred
purchase price of property or services (other than trade payables incurred in
the ordinary course of such Person’s business), (c) all obligations of such
Person evidenced by notes, bonds, debentures or other similar instruments, (d)
all indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), (e)
all Capital Lease Obligations of such Person, (f) all obligations of such
Person, contingent or otherwise, as an account party or applicant under
acceptance, letter of credit or similar facilities, (g) all obligations of such
Person, contingent or otherwise, to purchase, redeem, retire or otherwise
acquire for value any capital stock of such Person, (h) all guaranteed
obligations of such Person in respect of obligations of the kind referred to in
clauses (a) through (g) above; (i) all obligations of the kind referred to in
clauses (a) through (h) above secured by (or for which the holder of such
obligation has an existing right, contingent or otherwise, to be secured by) any
lien on property (including, without limitation, accounts and contract rights)
owned by such Person, whether or not such Person has assumed or become liable
for the payment of such obligation, and (j) the liquidation value of any
preferred capital stock of such Person or its subsidiaries that is held by any
Person other than the issuer thereof and its wholly owned
subsidiaries.
“Investments” shall mean any
advance, loan, extension of credit (by way of guaranty or otherwise) or capital
contribution to, or purchase any capital stock, bonds, notes, debentures or
other debt securities of, or any assets constituting an ongoing business from,
or make any other investment in, any other Person.
“Termination Date” shall mean
the date on which any event identified in Article III of this
Forbearance Agreement shall occur.
ARTICLE
II
FORBEARANCE
Section 2.1 Forbearance.
Subject to the terms and conditions hereof, each of the Agents and the Lenders
hereby agree to forbear, during the Forbearance Period, from the exercise of any
and all rights or remedies they may have with respect to, and only with respect
to, the Borrower or the Guarantor under the Loan Agreement, the other Loan
Documents and applicable law (including, without limitation, exercising any
remedies upon any cash held by the Borrower or the Guarantor in any account
including, without limitation, any Collection Account or Deposit Account),
solely in respect of the Designated Defaults. Furthermore, the Borrower and
Guarantor shall not be required during the Forbearance Period (i) under section
4.09 of the Loan Agreement to deposit Excess Cash Flow from the Property in the
Excess Cash Flow Reserve Account, (ii) under section 7.02(iii) of the Loan
Agreement, to maintain at least one independent Board member at each of the
Single Purpose Entities and (iii) with respect to Parking Leases associated with
Hartford and Cleveland airports, (A) under section 9.20 of the Loan Agreement,
to comply with all Parking Lease requirements and (B) under section 10.03 of the
Loan Agreement, to obtain Lender permission prior to obtaining Partial Releases
of Property; provided,
however, that
management shall obtain the Administrative Agent’s consent prior to taking any
action described in (iii) above.
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Section 2.2 Accrual of Interest.
Notwithstanding anything contained in the Loan Agreement or other Loan
Documents to the contrary, during the Forbearance Period, all interest owing in
respect of the Loans shall accrue interest at a rate per annum equal to the
non-default rate of interest. All interest that becomes due and payable during
the Forbearance Period shall be paid-in-kind and capitalized.
ARTICLE
III
EVENTS OF
TERMINATION
Section 3.1 Upon the
occurrence of any of the following events:
(a) the
Borrower or the Guarantor shall default in the observance of any agreement
contained in this Forbearance Agreement;
(b) any
payment is made by the Borrower or the Guarantor or any of their subsidiaries
with respect to the Rate Swap Agreement;
(c) the
occurrence of an Event of Default under the Loan Agreement (other than a
Designated Default); or
(d) the
exercise of any rights or remedies against the Guarantor or any of its
subsidiaries, with respect to any Indebtedness in excess of $500,000 (other than
any Indebtedness arising under or in connection with the Rate Swap Agreement),
including without limitation, the acceleration of any amounts due or to become
due to such holders;
then, and
in any such event, the provisions of Article II of this
Forbearance Agreement shall immediately and automatically terminate, and
thereafter such Section shall have no force or effect.
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ARTICLE
IV
AGREEMENTS
Section
4.1 Cash Flow Forecast.
(a) The
Borrower and Guarantor shall furnish to the Agents, for distribution to the
Lenders, as soon as available but no later than 5:00PM EST each Wednesday during
the Forbearance Period, an updated Cash Flow Forecast which shall set forth (i)
a comparative reconciliation, on a line by line basis, of actual cash receipts
and disbursements against the cash receipts and disbursements forecasted in the
initial Cash Flow Forecast, and the percentage variance thereof, for (A) the
weekly period ended on (and including) the immediately preceding Saturday and
(B) the cumulative period to date, (ii) a written explanation of such variances,
and (iii) projections for the following 13 weeks, including a rolling cash
receipts and disbursements forecast for such period. To be clear, the variances
measured throughout the Forbearance Period, in accordance with (i) above, will
always be measured against the initial Cash Flow Forecast and not against any
subsequent version thereof.
(b) The
Borrower and Guarantor agree that (i) except as otherwise provided herein, they
shall not make or commit to make any Capital Expenditures, Investments or other
payments other than those identified in the initial Cash Flow Forecast; and (ii)
on the last business day of any week, such Capital Expenditures, Investments and
other payments for such cumulative period to date shall not exceed 110% (on a
book value basis) of the amounts, on an aggregate basis, set forth for such
cumulative period to date in the initial Cash Flow Forecast; provided, however, that such
110% variance test will not become effective for the first week of the
cumulative period to date but will become effective for the second week of the
cumulative period and will remain effective thereafter throughout the remainder
of the Forbearance Period. Notwithstanding anything provided herein to the
contrary, the Borrower and/or Guarantor shall be authorized to make or commit to
make any Capital Expenditure not set forth in the Cash Flow Forecast that
management determines, in the exercise of its fiduciary duties and to the extent
practicable, upon consultation with the Administrative Agent, is necessary in
connection with an emergency situation.
(c) Each
Thursday (or as soon as practicable thereafter) during the Forbearance
Period, the Borrower, and others as are reasonably requested from time to time,
shall participate on a regularly scheduled conference call with the Agents,
their advisors and any available Lender to discuss the operations and finances
of the Borrower and its affiliates, the Cash Flow Forecast, and other matters as
the Agents or Lenders may reasonably request.
Section 4.2 Financial Statements.
Within 20 days after the end of each fiscal month during the Forbearance
Period, the Borrower and Guarantor shall provide to the Agents, for distribution
to the Lenders, monthly financial statements as of the close of such fiscal
month.
Section 4.3
Collateral.
(a) The
Borrower shall, as and when requested by the Administrative Agent, execute and
deliver to Agents, all instruments, agreements and documents and shall take all
other reasonable actions as may be reasonably required to provide a first
priority security interest in the Collateral.
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(b) The
Borrower shall deliver to the Agents, on or before June 30, 2009, a fully
completed and executed collateral certificate, in a form reasonably acceptable
to the Agents, with respect to the Borrower and the Guarantor.
(c) The
Agents and the Lenders shall, on or before June 30, 2009, agree to amend the
Lockbox Agreement to provide, among other things, that the Borrower shall
continue to have access to the funds therein until such time as the
Administrative Agent delivers a notice to the bank directing a shifting of
dominion; provided,
however, that neither
the Agent nor any Lender shall be permitted to deliver any such notice during
the Forbearance Period.
Section
4.4 Access and Cooperation.
(a) The
Borrower and the Guarantor shall grant the Agents and their advisors reasonable
access, during normal business hours, to the Borrower, Guarantor, and the
Property as often as may be reasonably requested during the Forbearance Period.
The Borrower and the Guarantor shall permit the Agents and their advisors,
on reasonable notice, to visit and inspect their properties (including
their books and records, accounts receivable and inventory, facilities and other
business assets) during normal business hours as often as reasonably requested.
The Borrower and the Guarantor shall cooperate in all respects with any
financial advisors retained by the Agents.
(b) The
Borrower and the Guarantor shall cooperate in promptly providing to the Agents,
for distribution to the Lenders, all financial, operational, business and other
information and data that is reasonably requested by the Agents and the
Lenders.
Section 4.5 Extraordinary Payments.
Neither the Borrower nor the Guarantor shall make any extraordinary
payments to management during the Forbearance Period; provided, however, that the Borrower and
Guarantor shall be authorized hereunder to make any mandatory or discretionary
payments currently provided for under existing employment-related agreements,
consulting agreements, company policies or under programs established with the
consent of the Lenders as set forth in the Cash Flow Forecast; provided, further that, with
respect to any payments described in the preceding proviso that are calculated
with reference to the EBITDA of the Borrower, Guarantor and/or their affiliated
entities, the Agents and Lenders consent to the calculation thereof exclusive of
restructuring costs (in an aggregate bonus amount not to exceed
$265,000).
Section 4.6 Payments to
Sponsor. Neither the Borrower nor the Guarantor shall make, or permit
Guarantor’s other subsidiaries to make, any payments to Macquarie Infrastructure
Company or any of its related parties (other than PCAA Parent LLC and its
subsidiaries) during the Forbearance Period in respect of dividends or
distributions on any shares of capital stock or other interests, management fees
or for any other purpose, except for payments for the reimbursement of legal
fees and expenses in an aggregate amount up to $280,000 during the Forbearance
Period.
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Section 4.7 Dispositions and
Indebtedness.
Notwithstanding anything to the contrary contained in the Loan Agreement,
during the Forbearance Period, the Borrower and the Guarantor shall not, and
shall not permit Guarantor’s other subsidiaries to, outside the ordinary course
of business, (a) sell, lease or otherwise dispose of any assets or properties or
(b) incur Indebtedness. For avoidance of doubt, the Borrower and the Guarantor
shall reflect all dispositions and each incurrence of Indebtedness in the Cash
Flow Forecast.
Section 4.8 Forbearance Agreement Deemed Agreements Under
the Loan Agreement. This Forbearance Agreement shall be deemed a Loan
Document and the agreements of the Borrower and Guarantor contained in this
Forbearance Agreement shall be deemed to be, and shall be, agreements under the
Loan Agreement; provided,
however, that, notwithstanding anything to the contrary herein or in the
Loan Agreement, the Agents and the Lenders each acknowledge and agree that all
financial information provided by the Borrower and/or Guarantor hereunder,
including, without limitation, the initial Cash Flow Forecast, any updated Cash
Flow Forecast and any reconciliations thereof, shall be draft documents until
approved by the Board of Directors of PCAA and neither the Borrower, Guarantor
nor any of their directors or officers makes any representation as to the
validity thereof. Any breach on the part of the Borrower or Guarantor in respect
of any agreement contained in this Forbearance Agreement shall constitute an
Event of Default.
ARTICLE
V
CONDITIONS
PRECEDENT
Section 5.1 This Forbearance
Agreement shall not become effective unless and until each of the conditions
precedent set forth below have been satisfied or the satisfaction thereof shall
have been waived in accordance with the terms hereof:
(a)
Receipt by the Agents of counterparts of this Forbearance Agreement, duly
executed and delivered by the Agents, the Lenders, the Borrower and the
Guarantor;
(b)
Receipt by the Agents of payment in full in cash of its invoiced and unpaid fees
and out-of-pocket expenses incurred in connection with the Loan Agreement or the
other Loan Documents, including, without limitation, the reasonable fees and
disbursements of the Agents’ counsel and advisors; and
(c)
Receipt by the Agents of the initial Cash Flow Forecast.
ARTICLE
VI
INTERPRETATION
Section 6.1 Continuing Effect of the
Loan Agreement. The Borrower, the Guarantor, the Agents and the Lenders
hereby acknowledge and agree that the Loan Agreement shall continue to be and
remain unchanged and in full force and effect in accordance with its terms,
except as expressly provided herein.
Section 6.2 No Limitation on
Remedies after Forbearance Period. The Borrower and the Guarantor hereby
acknowledge and agree that, at the end of the Forbearance Period, the
provisions of Article II of this
Forbearance Agreement shall become of no force and effect and the Agents and the
Lenders shall be free, in accordance with the Loan Agreement and the other Loan
Documents, to declare the Loans and all other amounts outstanding under the Loan
Agreement to be due and payable and to exercise and enforce, or to take steps to
exercise and enforce, all other rights, powers, privileges and remedies
available to them under the Loan Agreement, any other Loan Document or
applicable law on account of the Designated Defaults (or any other Default or
Event of Default) as if this Forbearance Agreement had not been entered into by
the parties hereto.
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Section 6.3 No Waiver; Other
Defaults or Events of Default.
(a)
Nothing contained in this Forbearance Agreement shall be construed or
interpreted or is intended as a waiver of any rights, powers, privileges or
remedies that the Agents or the Lenders have or may have under the Loan
Agreement or any other Loan Document on account of the Designated Defaults,
except as expressly provided herein.
(b)
Nothing contained in this Forbearance Agreement shall be construed or
interpreted or is intended as a waiver of or limitation on any rights, powers,
privileges or remedies that the Agents or the Lenders have or may have under the
Loan Agreement or any other Loan Document on account of any Default or Event of
Default other than the Designated Defaults.
ARTICLE
VII
MISCELLANEOUS
Section 7.1 Representations and
Warranties. The Borrower and the Guarantor hereby represent and warrant
as of the date hereof that, after giving effect to this Forbearance Agreement,
to the best of their knowledge, (a) no Default or Event of Default has occurred
and is continuing, except the Designated Defaults and (b) all representations
and warranties of the Borrower and the Guarantor contained in the Loan Documents
(which shall be deemed to include this Forbearance Agreement) are true and
correct in all material respects with the same effect as if made on and as
of such date.
Section 7.2 Payment of Fees and
Expenses. The Borrower and the Guarantor agree to reimburse the Agents
upon demand, for all reasonable and documented out-of-pocket expenses incurred
in connection with the Loan Agreement or the other Loan Documents (which shall
be deemed to include this Forbearance Agreement), including, without limitation,
the reasonable and documented fees and disbursements of the Agents’ counsel and
advisors. The Borrower agrees that it shall (i) replenish the previously funded
$75,000 retainer the Borrower provided to the Note A Agents’ financial advisor,
when such advisor has applied unpaid outstanding fees and expenses in an amount
equal to or greater than $65,000 against such retainer and (ii) upon request,
fund a $75,000 retainer for a financial advisor for the Note B Agent and
replenish such retainer when such advisor has applied unpaid outstanding fees
and expenses in an amount equal to or greater than $65,000 against such
retainer. For the avoidance of doubt, the Borrower agrees to replenish
funds so that each of the financial advisor’s may maintain retainers of up to
$75,000; provided, however, that the
Borrower and Guarantor shall not be required to pay the advisors to the Note B
Agent in excess of $175,000 during the Forbearance Period.
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Section 7.3. Confirmation of Indebtedness.
The Borrower and the Guarantor hereby confirm and acknowledge that, as of the
Effective Date, (i) the Borrower is truly and justly indebted to the Lenders,
without defense, counterclaim or offset of any kind, (ii) the Borrower is liable
to the Lenders in respect of the Loans made under the Loan Agreement in the
aggregate principal amount of $195,000,000, plus accrued and unpaid interest,
and (iii) the Guarantor is contingently liable to the Lenders in respect of such
amounts.
Section 7.4. Counterparts. This
Forbearance Agreement may be executed by the parties hereto in any number of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
Section 7.5 GOVERNING LAW.
THIS FORBEARANCE
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
FORBEARANCE AGREEMENT SHALL, IN ALL RESPECTS, BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING
SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW, BUT EXCLUDING, TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, ALL OTHER CONFLICTS OF LAWS PRINCIPLES AND CHOICE OF LAW RULES OF
THE STATE OF NEW YORK.
Section 7.6 Reservation of
Rights. Notwithstanding anything contained in this Forbearance
Agreement to the contrary, the Borrower and Guarantor acknowledge that the Agent
and the Lenders do not waive, and expressly reserve, the right to exercise, at
any time during the Forbearance Period, any and all of their rights and remedies
under (a) the Loan Agreement, any other Loan Document and applicable law in
respect of the Designated Defaults against any Person other than the Borrower or
the Guarantor or their respective management, directors or shareholders and (b)
the Loan Agreement, any other Loan Document and applicable law in respect of any
Default or Event of Default other than the Designated Defaults.
Section 7.7 Release. The
Borrower and the Guarantor hereby release, waive, and forever relinquish all
claims, demands, obligations, liabilities and causes of action of whatever kind
or nature, whether known or unknown, which any of them have, may have, or might
assert at the time of execution of the Forbearance or in the future against the
Agent, the Lenders and/or their respective parents, affiliates, participants,
officers, directors, employees, agents, attorneys, accountants, consultants,
successors and assigns, directly or indirectly, which occurred, existed, was
taken, permitted or begun prior to the execution of this Forbearance Agreement,
arising out of, based upon, or in any manner connected with (i) any transaction,
event, circumstance, action, failure to act or occurrence of any sort or type,
whether known or unknown, with respect to the Loan Agreement, any other Loan
Document and/or the administration thereof or the Obligations created thereby;
(ii) any discussions, commitments, negotiations, conversations or communications
with respect to the refinancing, restructuring or collection of any Obligations
related to the Loan Agreement, any other Loan Document and/or the administration
thereof or the Obligations created thereby or (iii) any matter related to the
foregoing, in each case, prior to the execution of this Forbearance
Agreement.
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[REMAINDER
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IN
WITNESS WHEREOF, the parties hereto have caused this Forbearance Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the date first above written.
BORROWER:
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PARKING COMPANY OF AMERICA
AIRPORTS, LLC,
a Delaware limited
liability company
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PARKING
COMPANY OF AMERICA AIRPORTS
PHOENIX, LLC, a Delaware limited liability
company
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| By: | PCAA Parent, LLC, a Delaware limited liability company, its sole member | By: | PCAA Parent, LLC, a Delaware limited liability company, its sole member | |
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By:
/s/
Xxxxxxx Xxxxxxxxxx
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By:
/s/
Xxxxxxx Xxxxxxxxxx
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Name:
Xxxxxxx Xxxxxxxxxx
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Name:
Xxxxxxx Xxxxxxxxxx
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Title:
Chief Executive Officer
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Title:
Chief Executive Officer
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PCAA
SP, LLC, a Delaware limited liability
company
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PCA
AIRPORTS, LTD., a Texas limited
partnership
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| By: | PCAA Parent, LLC, a Delaware limited liability company, its sole member | By: | PCAA GP, LLC, a Delaware limited liability company, its general partner | |
| By: |
PCAA
Parent, LLC, a Delaware limited liability company, its sole
member
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By:
/s/
Xxxxxxx Xxxxxxxxxx
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By:
/s/
Xxxxxxx Xxxxxxxxxx
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Name:
Xxxxxxx Xxxxxxxxxx
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Name:
Xxxxxxx Xxxxxxxxxx
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Title:
Chief Executive Officer
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Title:
Chief Executive
Officer
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S-1
GUARANTOR:
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PCAA PARENT, LLC, a
Delaware limited liability company
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By:
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/s/ Xxxxxxx Xxxxxxxxxx
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Name:
Xxxxxxx Xxxxxxxxxx
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Title:
Chief Executive
Officer
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S-2
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NOTE
A AGENT AND LENDER:
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ING
REAL ESTATE FINANCE (USA) LLC
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By:
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/s/ Xxxxx X. Xxxxxxxx
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Name:
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XXXXX
X. XXXXXXXX
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Title:
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SENIOR
DIRECTOR
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By:
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/s/ Xxxxxxxxx Xxxxx
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Name:
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XXXXXXXXX
XXXXX
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Title:
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VICE
PRESIDENT
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S-3
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NOTE
A LENDERS:
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DEUTSCHE
HYPOTHEKENBANK AG
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By:
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/s/ Xxxx Xxxxx
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Name:
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Xxxx
Xxxxx
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Title:
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authorized
officer
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By:
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/s/ Xxxxx Xxxxxx
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Name:
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Xxxxx
Xxxxxx
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Title:
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authorized
officer
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DEKABANK
DEUTSCHE GIROZENTRALE
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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S-4
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LENDERS:
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DEUTSCHE
HYPOTHEKENBANK AG
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By:
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Name:
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Title:
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By:
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|
Name:
|
|||
|
Title:
|
|||
|
DEKABANK
DEUTSCHE GIROZENTRALE
|
|||
|
By:
|
/s/ Xxxxxxx Xxxxx
|
||
|
Name:
|
Xxxxxxx
Xxxxx
|
||
|
Title:
|
Managing
Director
|
||
|
By:
|
/s/ Xxxxx Xxxxxxxx
|
||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
Title:
|
Vice
President
|
||
S-4
|
NOTE
B AGENT AND LENDERS:
|
|||
|
CAPMARK FINANCE
INC.
|
|||
|
By:
|
/s/ Xxxxx Xxxx
|
||
|
Name:
|
Xxxxx
Xxxx
|
||
|
Title:
|
Vice
President
|
||
|
CAPMARK
STRUCTURED REAL ESTATE, LTD.
|
|||
|
By:
|
/s/ Xxxxx Xxxx
|
||
|
Name:
|
Xxxxx
Xxxx
|
||
|
Title:
|
Vice
President
|
||
S-5
EXHIBIT
A
Initial
Cash Flow Forecast
|
Parking
Company of
America Airports
|
|
Projected
Results of Operations and Cash Flow
|
|
Jun-09
thru
Aug-09
|
SCH - 1B - STATEMENT OF CASH FLOWS