AMENDMENT AND WAIVER TO RESTRUCTURING SUPPORT AGREEMENT
Exhibit 10.2
AMENDMENT AND WAIVER TO RESTRUCTURING SUPPORT AGREEMENT
This amendment and waiver, dated as of October 16, 2020 (as may be amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Amendment and Waiver”) to that certain Restructuring Support Agreement dated as of October 7, 2020 (together with all exhibits, schedules and attachments thereto, and as may be further amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms thereof, the “Restructuring Support Agreement”), is entered into by and among (i) the Company Parties, (ii) the Requisite Consenting Lenders and (iii) the Requisite Consenting Bridge Lenders. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Restructuring Support Agreement.
WHEREAS, pursuant to Section 4(b) of the Restructuring Support Agreement, the Company agreed to commence Solicitation no later than October 8, 2020; and
WHEREAS, Solicitation was commenced on October 9, 2020; and
WHEREAS, the failure to commence Solicitation by 11:59 p.m. (prevailing Eastern Time) on October 8, 2020, to the extent not waived by the Requisite Consenting Lenders and Requisite Consenting Bridge Lenders, results in a Lender Termination Event pursuant to Section 5(b)(vii)(1) of the Restructuring Support Agreement (the “Identified Termination Event”); and
WHEREAS, the Parties have agreed to enter into a waiver of the Identified Termination Event pursuant to which each of the Requisite Consenting Lenders and Requisite Consenting Bridge Lenders shall waive the Identified Termination Event, subject to the conditions contained herein; and
WHEREAS, the Company Parties have requested that the applicable Consenting Lenders consent to the Company’s use of cash collateral securing the Bridge Indebtedness during the course of the Chapter 11 Cases, if such cases are commenced; and
WHEREAS, pursuant to Section 9 of the Restructuring Support Agreement, except as otherwise expressly provided for therein, the Restructuring Support Agreement may be modified, amended, or supplemented in a writing signed by the Company Parties, the Requisite Consenting Lenders and the Requisite Consenting Bridge Lenders; and
WHEREAS, on October 16, 2020, in accordance with the terms and conditions of Section 9 of the Restructuring Support Agreement, the Company Parties, the Requisite Consenting Lenders and the Requisite Consenting Bridge Lenders agreed to amend the Restructuring Support Agreement as set forth herein;
NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
1. Amendments to the Restructuring Support Agreement.
(a) The definition of “Financing Order” in Section 1(m) of the Restructuring Support Agreement shall hereby be amended and restated in its entirety to read as follows:
““Financing Order” means, (i) to the extent a debtor-in-possession financing is sought, (A) an interim order of the Bankruptcy Court authorizing the Company to enter into a debtor-in-, possession financing facility on an interim basis, which shall be in form and substance acceptable to the agent and lenders under the debtor-in-possession financing facility and (B) the final order of the Bankruptcy Court authorizing the Company to enter into the a debtor-in-possession financing facility, which shall be in form and substance acceptable to the agent and lenders under the debtor-in-possession financing facility and (ii) to the extent a debtor-in-possession financing is not sought at the outset of the Chapter 11 Cases, (Y) an interim order of the Bankruptcy Court authorizing the Company to use cash collateral securing Bridge Indebtedness on an interim basis, which shall be in form and substance acceptable to the Agent and Requisite Consenting Bridge Lenders and (Z) the final order of the Bankruptcy Court authorizing the Company to use cash collateral securing Bridge Indebtedness on a final basis, which shall be in form and substance acceptable to the Agent and Requisite Consenting Bridge Lenders.”
(b) The definition of “In-Court Definitive Documents” in Section 1(n) of the Restructuring Support Agreement shall hereby be amended and restated in its entirety to read as follows:
““In-Court Definitive Documents” means, if the Plan Transactions are being pursued, (i) the Plan (including any ballots, supplements, or other material documents directly relating thereto not specified herein), (ii) the Disclosure Statement, (iii) any Financing Orders, (iv) the motion seeking approval of the Financing Orders, (v) the Confirmation Order, (vi) the Exit Facility Documents, (vii) the Senior Term Loan Facility Documents, (viii) the Second Lien Term Loan Facility Documents and (ix) all first day pleadings or papers, in each of case (i), (ii), (iii), (iv), (v) and (ix), which are satisfactory in form and substance to the Requisite Consenting Lenders and the Requisite Consenting Bridge Lenders, and in each of case (vi), (vii) and (xiii), which are satisfactory in form and substance the Consenting Lenders holding at least two-thirds of the aggregate principal amount outstanding of the Indebtedness held by all Consenting Lenders and the Requisite Consenting Bridge Lenders.”
2
2. Waiver. Notwithstanding anything in the Restructuring Support Agreement to the contrary, but subject to the terms hereof, each of the Consenting Lenders party to this Amendment and Waiver hereby waives the Identified Termination Event; provided that, in the event the Plan Transactions are pursued, the Company Parties shall be required to commence the Chapter 11 Cases on or before October 18, 2020.
3. Agreement to be Bound. Each of the Parties hereby agrees to be bound by all of the terms of the Restructuring Support Agreement not inconsistent with the terms hereof.
4. Representation and Warranties. The Company Parties each hereby represent and warrant to the Consenting Lenders that as of the Effective Date (as defined below) (a) there exists no Lender Termination Event or Company Termination Event under Section 5(b) or 5(c) of the Restructuring Support Agreement other than the Identified Termination Event and (b) neither the execution, delivery or performance by the Company of this Amendment and Waiver, nor compliance by it with the terms and provisions hereof (i) will contravene in any material respect with any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court of government authority or (ii) will violate any provision of the certificate of articles of incorporation, certificate or formation, limited liability company agreement or by-laws (or equivalent constitutional, organizational and/or formation documents), as applicable, of any Company Party.
5. Effective Date. This Amendment and Waiver shall not become effective until the date of satisfaction of the following conditions (the “Effective Date”):
(a) The Company Parties and the Consenting Lenders constituting Requisite Consenting Lenders and Requisite Consenting Bridge Lenders have duly executed counterparts to this Amendment and Waiver.
(b) All representations and warranties of the Company Parties contained herein shall be true and correct as of the Effective Date.
6. Reservation of Rights. The waiver set forth in Section 2 shall be limited precisely as written and relate solely to the Identified Termination Event and nothing in this Amendment and Waiver shall be deemed to prejudice any right or remedy that the Consenting Lenders or the Agent may now have (except to the extent of the express waiver set forth herein) or may have in the future under or in connection with the Restructuring Support Agreement or any instrument or agreement referred to therein. Upon termination of this Amendment and Waiver, the Consenting Lenders and the Agent shall be entitled to immediately take any and all actions and remedies under the Restructuring Support Agreement and applicable law in respect of any Lender Termination Events then existing.
7. Miscellaneous.
(a) Except as expressly provided herein, this Amendment and Waiver shall not, by implication or otherwise, alter, modify, amend or in any way affect any of the obligations, covenants or rights contained in the Restructuring Support Agreement, all of which are ratified and confirmed in all respects by the Parties and shall continue in full force and effect.
3
(b) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISIONS WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION (EXCEPT TO THE EXTENT IT MAY BE PREEMPTED BY THE BANKRUPTCY CODE).
(c) This Amendment, together with the Restructuring Support Agreement and all exhibits thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the Parties with respect to such subject matter. Each reference to the Restructuring Support Agreement hereafter made in any document, agreement, instrument, filing, pleading, notice or communication shall mean and be a reference to the Restructuring Support Agreement as amended and modified hereby.
(d) In the event the terms and conditions as set forth in the Restructuring Support Agreement and this Amendment and Waiver are inconsistent, the terms and conditions of this Amendment and Waiver shall control.
(e) This Amendment and Waiver may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument. Delivery of a copy of this Amendment and Waiver bearing an original signature by electronic transmission shall have the same effect as physical delivery of the paper document bearing the original signature.
(f) If any term, condition or other provision of this Amendment and Waiver is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, conditions and provisions of this Amendment and Waiver shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a manner adverse to any Party. Upon such determination that any term, condition or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Amendment and Waiver so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.
[Remainder of Page Intentionally Left Blank]
4
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment and Waiver to be executed and delivered by their respective duly authorized officers, solely in their respective capacity as officers of the undersigned and not in any other capacity, as of the date first set forth above.
| “COMPANY PARTIES” | ||||
| PREIT ASSOCIATES, L.P. | ||||
| By: |
Pennsylvania Real Estate Investment Trust, its general partner | |||
| By: |
/s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Executive Vice President, Finance & Acquisitions and Treasurer | |||
| PREIT-XXXXX, INC. | ||||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Executive Vice President, Finance & Acquisitions and Treasurer | |||
| PENNSYLVANIA REAL ESTATE INVESTMENT TRUST | ||||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Executive Vice President, Finance & Acquisitions and Treasurer | |||
[Signatures Continue on Following Page]
Signature Page to Restructuring Support Agreement
| PR CHERRY HILL OFFICE GP, LLC | ||||
| By: | PREIT Associates, L.P., sole member | |||
| BALA CYNWYD ASSOCIATES, L.P. | ||||
| By: | PR Cherry Hill Office GP, LLC, general partner | |||
| By: | PREIT Associates, L.P., sole member | |||
| PR MOORESTOWN ANCHOR-M, LLC | ||||
| By: | PREIT Associates, L.P., sole member | |||
| PR MOORESTOWN LLC | ||||
| By: | PREIT Associates, L.P., sole member | |||
| PR MOORESTOWN LIMITED PARTNERSHIP | ||||
| By: | PR Moorestown LLC, general partner | |||
| By: | PREIT Associates, L.P., sole member | |||
| MOORESTOWN MALL LLC | ||||
| By: | PR Moorestown Limited Partnership, sole member | |||
| By: | PR Moorestown LLC, general partner | |||
| By: PREIT Associates, L.P., sole member | ||||
| PLYMOUTH GROUND ASSOCIATES LLC | ||||
| By: | PREIT Associates, L.P., sole member | |||
| PLYMOUTH GROUND ASSOCIATES LP | ||||
| By: | Plymouth Ground Associates LLC, general partner | |||
| By: | PREIT Associates, L.P., sole member | |||
| PR AEKI PLYMOUTH LLC | ||||
| By: | PREIT Associates, L.P., sole member | |||
| PR AEKI PLYMOUTH, L.P. | ||||
| By: | PR AEKI Plymouth LLC, general partner | |||
| By: | PREIT Associates, L.P., sole member | |||
| PR BVM, LLC | ||||
| By: | PREIT Associates, L.P., sole member | |||
| PR CUMBERLAND OUTPARCEL LLC | ||||
| By: | PREIT Associates, L.P., sole member | |||
| PR VALLEY VIEW OP-DSG/CEC, LLC | ||||
| By: | PREIT Associates, L.P., sole member | |||
| PR MOORESTOWN ANCHOR-L&T, LLC | ||||
| By: | PREIT Associates, L.P., sole member | |||
| By: | Pennsylvania Real Estate Investment Trust, general partner | |||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Executive Vice President, Finance & Acquisitions and Treasurer | |||
[Signatures Continued on Next Page]
Signature Page to Restructuring Support Agreement
| PR EXTON LLC | ||||||||
| By: | PREIT Associates, L.P., sole member | |||||||
| PR EXTON LIMITED PARTNERSHIP | ||||||||
| By: | PR Exton LLC, general partner | |||||||
| By: | PREIT Associates, L.P., sole member | |||||||
| PR EXTON OUTPARCEL GP, LLC | ||||||||
| By: | PREIT Associates, L.P., sole member | |||||||
| PR EXTON OUTPARCEL HOLDINGS, LP | ||||||||
| By: | PR Exton Outparcel GP, LLC, general partner | |||||||
| By: | PREIT Associates, L.P., sole member | |||||||
| PR EXTON OUTPARCEL LIMITED PARTNERSHIP | ||||||||
| By: | PR Exton Outparcel GP, LLC, general partner | |||||||
| By: | PREIT Associates, L.P., sole member | |||||||
| XGP LLC | ||||||||
| By: | PR Exton Limited Partnership, sole member | |||||||
| By: | PR Exton LLC, general partner | |||||||
| By: | PREIT Associates, L.P., sole member | |||||||
| PR EXTON SQUARE PROPERTY L.P. | ||||||||
| By: | XGP LLC, general partner | |||||||
| By: | PR Exton Limited Partnership, sole member | |||||||
| By: | PR Exton LLC, general partner | |||||||
| By: | PREIT Associates, L.P., sole member | |||||||
| PR FIN DELAWARE, LLC | ||||||||
| By: | PREIT Associates, L.P., sole member | |||||||
| PR FINANCING II LLC | ||||||||
| By: | PREIT Associates, L.P., sole member | |||||||
| PR FINANCING I LLC | ||||||||
| By: | PREIT Associates, L.P., member and | |||||||
| By: | PR Financing II LLC, member | |||||||
| By: | PREIT Associates, L.P., sole member | |||||||
| PR FINANCING LIMITED PARTNERSHIP, | ||||||||
| By: | PR Financing I LLC, general partner | |||||||
| By: | PREIT Associates, L.P., member and | |||||||
| By: | PR Financing II, LLC, member | |||||||
| By: | PREIT Associates, L.P., sole member | |||||||
| By: | Pennsylvania Real Estate Investment Trust, general partner | |||||||
| By: | /s/ Xxxxxx Xxxxxxx | |||||||
| Name: | Xxxxxx Xxxxxxx | |||||||
| Title: | Executive Vice President, Finance & Acquisitions and Treasurer | |||||||
[Signatures Continued on Next Page]
Annex A
| PR GAINESVILLE LLC |
| By: PREIT Associates, L.P., sole member |
| PR GAINESVILLE LIMITED PARTNERSHIP |
| By: PR Gainesville LLC, general partner |
| By: PREIT Associates, L.P., sole member |
| PR GV LLC |
| By: PREIT Associates, L.P., sole member |
| PR GV LP |
| By: PR GV LLC, general partner |
| By: PREIT Associates, L.P., sole member |
| PR PRINCE GEORGE’S PLAZA LCC |
| By: PREIT Associates, L.P., sole member |
| PR HYATTSVILLE LLC |
| By: PR Prince George’s Plaza LLC, general partner |
| By: PREIT Associates, L.P., sole member
PR JK LLC |
| By: PREIT Associates, L.P., sole member |
| PR JACKSONVILLE LLC |
| By: PREIT Associates, L.P. member and |
| By: PR JK LLC, member |
| By: PREIT Associates, L.P., sole member |
| PR JACKSONVILLE LIMITED PARTNERSHIP |
| By: PR Jacksonville LLC, general partner |
| By: PREIT Associates, L.P., member and |
| By: PR JK LLC, member |
| By: PREIT Associates, sole member |
| PR MAGNOLIA LLC |
| By: PREIT Associates, L.P., sole member |
| PR VALLEY ANCHOR-S, LLC |
| By: PREIT Associates, L.P., sole member |
| PR WOODLAND ANCHOR-S, LLC |
| By: PREIT Services, LLC, manager |
| By: PREIT Associates, L.P., sole member |
|
By: Pennsylvania Real Estate Investment Trust, general partner |
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| Title: | Executive Vice President, Finance & Acquisitions and Treasurer |
[Signatures Continued on Next Page]
Signature Page to Restructuring Support Agreement
| PR PLYMOUTH ANCHOR-M, LLC |
| By: PREIT Associates, L.P., sole member |
| PR PLYMOUTH ANCHOR-M, L.P. |
| By: PR Plymouth Anchor-M, LLC, general partner |
| By: PREIT Associates, L.P., sole member |
| PR PM PC ASSOCIATES LLC |
| By: PREIT Services, LLC, non-member manager |
| By: PREIT Associates, L.P., sole member |
| PR PLYMOUTH MEETING ASSOCIATES PC LP |
| By: PR PM PC Associates LLC, general partner |
| By: PREIT Services, LLC, non-member manager |
| By: PREIT Associates, L.P., sole member |
| PR PLYMOUTH MEETING LLC |
| By: PREIT Associates, L.P., sole member |
| PR PLYMOUTH MEETING LIMITED PARTNERSHIP |
| By: PR Plymouth Meeting LLC, general partner |
| By: PREIT Associates, L.P., sole member |
| PR PM PC ASSOCIATES LP |
| By: PR PM PC Associates LLC, general partner |
| By: PREIT Services, LLC, non-member manager |
| By: PREIT Associates, L.P., sole member |
| By: Pennsylvania Real Estate Investment Trust, general partner |
| By: |
/s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| Title: | Executive Vice President, Finance & Acquisitions and Treasurer |
[Signatures Continued on Next Page]
Signature Page to Restructuring Support Agreement
| PR SPRINGFIELD TOWN CENTER LLC | ||||||
| By: | PREIT Associates, L.P., sole member | |||||
| PR SWEDES SQUARE LLC | ||||||
| By: | PREIT Associates, L.P., sole member | |||||
| PR TP LLC | ||||||
| By: | PREIT Associates, L.P., sole member | |||||
| PR TP LP | ||||||
| By: | PR TP LLC, general partner | |||||
| By: | PREIT Associates, L.P., sole member | |||||
| PR VALLEY ANCHOR-M, LLC | ||||||
| By: | PREIT Associates, L.P., sole member | |||||
| PR VALLEY ANCHOR-M LIMITED PARTNERSHIP | ||||||
| By: | PR Valley Anchor-M, LLC, general partner | |||||
| By: | PREIT Associates, L.P., sole member | |||||
| PR VALLEY LLC | ||||||
| By: |
PREIT Associates, L.P., sole member | |||||
| PR VALLEY LIMITED PARTNERSHIP | ||||||
| By: |
PR Valley LLC, its general partner | |||||
| By: |
PREIT Associates, L.P., sole member | |||||
| PR VALLEY VIEW ANCHOR-M, LLC | ||||||
| By: | PREIT Associates, L.P., sole member | |||||
| PR VALLEY VIEW ANCHOR-M LIMITED PARTNERSHIP | ||||||
| By: | PR Valley View Anchor-M, LLC, its general partner | |||||
| By: | PREIT Associates, L.P., sole member | |||||
| By: | Pennsylvania Real Estate Investment Trust, general partner | |||||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Executive Vice President, Finance & Acquisitions and Treasurer |
[Signatures Continued on Next Page]
Signature Page to Restructuring Support Agreement
| XX XXXXXX OLD TRAIL, LLC | ||||
| XX XXXXXX OLD TRAIL LIMITED PARTNERSHIP | ||||
| By: | XX Xxxxxx Old Trail, LLC, general partner | |||
| XX XXXXXX OLD TRAIL HOLDINGS, LLC | ||||
| XX XXXXXX OLD TRAIL HOLDINGS, L.P. | ||||
| By: | XX Xxxxxx Old Trail Holdings, LLC, general partner | |||
| PR SUNRISE OUTPARCEL 2, LLC | ||||
| PR VALLEY SOLAR LLC | ||||
|
|
By: | PREIT – XXXXX, Inc., sole member | ||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Executive Vice President, Finance & Acquisitions and Treasurer | |||
| PREIT – XXXXX, INC. | ||||
| PREIT – XXXXX OP, INC. | ||||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Executive Vice President, Finance & Acquisitions and Treasurer | |||
[Signatures Continued on Next Page]
Signature Page to Restructuring Support Agreement
| PR CAPITAL CITY LIMITED PARTNERSHIP | ||||||||
| By: | PR Capital City LLC, general partner | |||||||
| By: | PREIT Associates, L.P., its member | |||||||
| By: | PR CC II LLC, its member | |||||||
| By: | PREIT Associates, L.P., its sole member | |||||||
| PR CC LIMITED PARTNERSHIP | ||||||||
| By: | PR CC I LLC, general partner | |||||||
| By: | PREIT Associates, L.P., its member | |||||||
| By: | PR CC II LLC, its member | |||||||
| By: | PREIT Associates, L.P., its sole member | |||||||
| PR CAPITAL CITY LLC | ||||||||
| By: | PREIT Associates, L.P., its member | |||||||
| By: | PR CC II LLC, its member | |||||||
| By: | PREIT Associates, L.P., its sole member | |||||||
| PR CC I LLC | ||||||||
| By: | PREIT Associates, L.P., its member | |||||||
| By: | PR CC II LLC, its member | |||||||
| By: | PREIT Associates, L.P., its sole member | |||||||
| PR CC II LLC | ||||||||
| By: | PREIT Associates, L.P., its sole member | |||||||
| By: | Pennsylvania Real Estate Investment Trust, its general partner | |||||||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| Title: | Executive Vice President, Finance & Acquisitions and Treasurer | |
Signature Page to Restructuring Support Agreement
CONSENTING LENDER
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
| By: | /s/ Xxxx Xxxxxxxxx | |
| Name: | Xxxx Xxxxxxxxx | |
| Title: | Senior Vice President | |
Notice Address:
Xxxxx Fargo Bank, National Association
00 Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxx
Email: xxxxxxx.xxxxx@xxxxxxxxxx.xxx
With a copy to:
Xxxxx Fargo Bank, National Association
000 Xxxxx 0xx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxxx, XX 00000
MAC N9300-091
Attention: Xxxxxxx X. Xxxxxxxxxx
Email: xxxxxxx.xxxxxxxxxx@xxxxxxxxxx.xxx
Signature Page to Restructuring Support Agreement
CONSENTING LENDER
CITIZENS BANK, N.A.
| By: | /s/ Xxxxxxxx Xxxx | |
| Name: | Xxxxxxxx Xxxx | |
| Title: | Authorized Signer |
Notice Address:
Attention:
Email:
Signature Page to Restructuring Support Agreement
CONSENTING LENDER
JPMORGAN CHASE BANK, N.A., (“JPMC”) solely in respect of its Commercial Banking Corporate Client Banking & Specialized Industries unit (“CCBSI”) and not any other unit, group, division or affiliate of JPMC and solely in respect of CCBSI’s PREIT Loan Claims and any Swap Claim holdings. For the avoidance of doubt, and notwithstanding anything to the contrary contained in this Agreement, this Agreement shall not apply to JPMC (other than with respect to Claims arising from the PREIT Loan Claims and any Swap Claim held by CCBSI).
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | |
| Title: | Authorized Officer |
Notice Address: JPMorgan Chase Bank, N.A.
Special Credits Group
00 X. Xxxxxxxx
00xx Xxxxx
Xxxxxxx, XX 00000
Attention: X. Xxxxx
Email: xxxxx.x.xxxxx@xxxxx.xxx
Signature Page to Restructuring Support Agreement
CONSENTING LENDER
PNC BANK, NATIONAL ASSOCIATION
| By: | /s/ Xxxxx X. Xxxxx-Xxxxxxx | |
| Name: | Xxxxx X. Xxxxx-Xxxxxxx | |
| Title: | Senior Vice President |
Notice Address:
PNC Bank, NA
0000 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxxxx
With copy to:
PNC Bank, NA
0000 Xxxxxxxxx Xx. #000
Xxxxxx, XX 00000
Attn: Xxxxx X. Xxxxx-Xxxxxxx
Email: xxxxx.xxxxx@xxx.xxx with copy to xxxx.xxxxxxxxx@xxx.xxx
Signature Page to Restructuring Support Agreement
CONSENTING LENDER
ASSOCIATED BANK, NATIONAL ASSOCIATION
| By: |
/s/ Xxxx Xxxxxxx | |
| Name: |
Xxxx Xxxxxxx | |
| Title: |
Vice President |
| Notice Address: |
| Associated Bank |
| 00 Xxxxx 0xx Xxxxxx, Xxxxx 0000 |
| Xxxxxxxxxxx, XX 00000 |
| Attention: Xxxx Xxxxxxx |
| Email: xxxx.xxxxxxx@xxxxxxxxxxxxxx.xxx |
Signature Page to Restructuring Support Agreement
CONSENTING LENDER
CITIBANK, N.A.
| By: | /s/ Xxxxxxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxxxxxx X. Xxxxxx | |
| Title: | Authorized Signatory |
| Notice Address: 000 Xxxxxxxxx Xx., 00xx Xxxxx, Xxx Xxxx, XX 00000 |
| Attention: Xxxx Xxxxxxxxxx |
| Email: xxxx.xxxxxxxxxx@xxxx.xxx |
Signature Page to Restructuring Support Agreement
