FOURTH AMENDMENT TO CREDIT AGREEMENT Dated February 23, 2011 By and Among STRATEGIC HOTEL FUNDING, L.L.C., as Borrower, VARIOUS FINANCIAL INSTITUTIONS, as Lenders, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent
Exhibit 10.2
FOURTH AMENDMENT TO CREDIT AGREEMENT
Dated February 23, 2011
By and Among
STRATEGIC HOTEL FUNDING, L.L.C.,
as Borrower,
VARIOUS FINANCIAL INSTITUTIONS,
as Lenders,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of February 23, 2011 (this “Fourth Amendment”), by and among STRATEGIC HOTEL FUNDING, L.L.C., a Delaware limited liability company (“Borrower”), DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as the administrative agent (in such capacity, “Administrative Agent”), and the various financial institutions as are or may become parties hereto (together with DBTCA, collectively “Lenders” and individually, a “Lender”).
RECITALS
WHEREAS, Borrower, Administrative Agent and Lenders are parties to that certain Credit Agreement, dated as of March 9, 2007, as amended by (i) that certain First Amendment to Credit Agreement, dated as of Xxxxx 00, 0000, (xx) that certain Second Amendment to Credit Agreement, dated as of April 18, 2007 and (iii) that certain Third Amendment to Credit Agreement, dated as of February 25, 2009 (the “Original Agreement”), pursuant to which Lenders made available to Borrower the credit facility provided for therein in the amount of FOUR HUNDRED MILLION DOLLARS ($400,000,000); and
WHEREAS, Borrower, Administrative Agent and Lenders have agreed to amend the Original Agreement to, among other things, reduce the credit facility provided thereunder to the amount of THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000) effective from and after the date hereof.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
I. AMENDMENTS TO THE AGREEMENT
Section 1.1 Definitions Amended.
1.1.1 The definition of “Advance Rate” is hereby deleted and the following is hereby inserted in lieu thereof:
““Advance Rate” means fifty-five percent (55%).”.
1.1.2 The definition of “Aggregate Commitment” is hereby deleted and the following is hereby inserted in lieu thereof:
““Aggregate Commitment” means, as of any date, the aggregate of the then-current Commitments of all Lenders, which is, as of the Fourth Amendment Closing Date an amount equal to THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000), and shall not exceed such amount. The Lenders’ Percentages are set forth on Annex I to the Fourth Amendment”.
1.1.3 The definition of “Available Commitment” is hereby deleted and the following is hereby inserted in lieu thereof:
““Available Commitment” means, as of any date, the lesser of (i) the product of (x) the Advance Rate times (y) the aggregate Appraised Value of all Borrowing Base Properties, less the Deemed Net Termination Value as of such date, and (ii) an amount which, if it were the Aggregate Outstanding Balance, would produce a Pro Forma Borrowing Base Coverage Ratio of 1.20:1.0.”.
1.1.4 The definition of “Facility” is hereby deleted and the following is hereby inserted in lieu thereof:
““Facility” means the $350,000,000 revolving credit facility evidenced by this Agreement, as the same may be amended, supplemented, amended and restated or otherwise modified from time to time and in effect on such date.”.
1.1.5 Section 1.1 of the Original Agreement is hereby amended to insert the following definitions after the definition of “Four Seasons Washington D.C.” therein:
““Fourth Amendment” means that certain Fourth Amendment to Credit Agreement, dated as of February 23, 2011, by and among Borrower, Administrative Agent, and the Lenders.
“Fourth Amendment Closing Date” means the date of the Fourth Amendment.”.
1.1.6 The definition of “Pro Forma Interest Expense” is hereby deleted and the following is hereby inserted in lieu thereof:
““Pro Forma Interest Expense” means, as of any date of determination, the interest expense that would be payable under the Facility for a twelve (12) month period, assuming: (1) an interest rate equal to the greater of (i) the lesser of (x) the sum of the Base Rate plus the Applicable Margin and (y) the sum of the LIBO Rate plus the Applicable Margin, each as of such date of determination and (ii) 7.0%; and (2) an outstanding principal balance equal to the Aggregate Outstanding Balance as of such date of determination, after giving effect to the requested Borrowing/Letter of Credit.”.
1.1.7 The definitions of “Reaffirmation of D.C. Loan Pledge,” “Reaffirmation of Guarantor Pledge Agreement,” “Reaffirmation of Guaranty,” “Reaffirmation of Subsidiary Guaranty,” “Reaffirmation of Subsidiary Pledge Agreement,” are each hereby deleted and the following definitions are hereby inserted in lieu thereof:
““Reaffirmation of D.C. Loan Pledge” means that certain Reaffirmation of Pledge and Security Agreement, dated as of the Fourth Amendment Closing Date, by Borrower in favor of Administrative Agent on behalf of the Lenders.
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“Reaffirmation of Guarantor Pledge Agreement” means that certain Reaffirmation of Guarantor Pledge Agreement, dated as of the Fourth Amendment Closing Date, by Guarantor in favor of Administrative Agent on behalf of the Lenders.
“Reaffirmation of Guaranty” means that certain Reaffirmation of Guaranty, dated as of the Fourth Amendment Closing Date, by Guarantor in favor of Administrative Agent on behalf of the Lenders.
“Reaffirmation of Subsidiary Guaranty” means that certain Reaffirmation of Subsidiary Guaranty, dated as of the Fourth Amendment Closing Date, by each Subsidiary Guarantor in favor of Administrative Agent on behalf of the Lenders.
“Reaffirmation of Subsidiary Pledge Agreement” means that certain Reaffirmation of Subsidiary Pledge Agreement, dated as of the Fourth Amendment Closing Date, by each Subsidiary party to the Pledge Agreement in favor of Administrative Agent on behalf of the Lenders.”.
1.1.8 The definition of “Revolving Loan Commitment Amount” is hereby deleted and the following is hereby inserted in lieu thereof:
““Revolving Loan Commitment Amount” means THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000), as such amount may be reduced from time to time pursuant to Section 2.2.”.
Section 1.2 Article VII Amendments.
1.2.1 Section 7.2.4(b) of the Original Agreement is hereby deleted in its entirety and the following is hereby inserted in lieu thereof:
“Borrower will not permit the Total Leverage Ratio to be greater than .70 to 1.0.”
II. AMENDMENTS TO OTHER LOAN DOCUMENTS
Section 2.1 Omnibus Amendment to All Loan Documents.
2.1.1 As of the date hereof, each reference to the defined terms that have been modified pursuant to this Fourth Amendment shall be deemed to be a reference to such defined term as so modified.
III. CONDITIONS TO EFFECTIVENESS OF THIS FOURTH AMENDMENT
Section 3.1 Conditions Precedent to this Fourth Amendment. The obligations of Lenders to make any Loans and the obligations of the Issuer to issue any Letter
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of Credit shall be subject to the prior or concurrent satisfaction or waiver (which shall be waived if Administrative Agent executes and delivers this Fourth Amendment without requiring satisfaction at such time, subject to any post-closing conditions agreement) of each of the conditions precedent set forth in this Section 3.1 on or before the Fourth Amendment Closing Date.
3.1.1 Execution of Fourth Amendment. On or prior to the Fourth Amendment Closing Date, there shall have been delivered to Administrative Agent for the account of each Lender duly executed copies of this Fourth Amendment.
3.1.2 Reaffirmation of Guaranty. The Guarantor shall have duly authorized, executed and delivered to Administrative Agent the Reaffirmation of Guaranty.
3.1.3 Reaffirmation of Subsidiary Guaranty. The Subsidiary Guarantors shall have duly authorized, executed and delivered to Administrative Agent the Reaffirmation of Subsidiary Guaranty.
3.1.4 Reaffirmation of Guarantor Pledge Agreement. The Guarantor shall have duly authorized, executed and delivered to Administrative Agent the Reaffirmation of Guarantor Pledge Agreement.
3.1.5 Reaffirmation of Subsidiary Pledge Agreement. The Subsidiary Guarantors shall have duly authorized, executed and delivered to Administrative Agent the Reaffirmation of Subsidiary Pledge Agreement.
3.1.6 Amendment Fee. On or prior to the Fourth Amendment Closing Date, Borrower shall have paid to Administrative Agent, for the account of each Lender signing this Fourth Amendment, an amount equal to 0.05% of such Lenders’ Percentage of the aggregate Revolving Loan Commitment Amount.
3.1.7 Costs and Expenses. On or prior to the Fourth Amendment Closing Date, Borrower shall have paid to Administrative Agent, for the account of each Lender incurring costs an expenses in connection with the Fourth Amendment, an amount equal to all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Lenders in connection with the Fourth Amendment.
IV. REPRESENTATIONS AND WARRANTIES
Section 4.1 Borrower Representations and Warranties. As of the Fourth Amendment Closing Date, Borrower represents and warrants unto Administrative Agent, the Issuer and each Lender:
4.1.1 Original Agreement. Each of the representations and warranties made by Borrower in the Original Agreement and in the other Loan Documents is true and correct in all material respects as if made as of the Fourth Amendment Closing Date (unless stated to relate to an earlier date in which case such representations and warranties shall be true in all material respects as of such earlier date).
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4.1.2 Enforceability. The Loan Documents are not subject to any existing right of rescission, set-off, counterclaim or defense by Borrower, including, without limitation, the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)), and Borrower has not asserted any right of rescission, set-off, counterclaim or defense with respect thereto.
V. RELEASE OF ADMINISTRATIVE AGENT AND THE LENDERS
Section 5.1 Borrower, on its own behalf and on behalf of all Subsidiaries, and Guarantor (the “Releasing Parties”), hereby each release, remise, acquit and forever discharge each of Administrative Agent and the Lenders, and their respective employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns, subsidiaries, parents and affiliates (all of the foregoing hereinafter called the “Released Parties”), from any and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, including legal fees, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of this Fourth Amendment that, in any way directly or indirectly, arise out of or in any way are connected to or related to the Original Agreement, the Facility or the Loan Documents, including but not limited to, claims relating to any settlement negotiations (all of the foregoing hereinafter called the “Released Matters”). Each of the Released Parties acknowledges that the agreements in this Article V are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. Each of the Releasing Parties hereby represents and warrants to Released Parties that it has not purported to transfer, assign or otherwise convey any of its right, title or interest in any Released Matter to any other Person and that the foregoing constitutes a full and complete release of all Released Matters.
VI. MISCELLANEOUS PROVISIONS
Section 6.1 Amended and Restated Revolving Notes. Promptly after the Fourth Amendment Closing Date, Borrower shall deliver to Administrative Agent for the account of each Lender duly executed copies of the Amended and Restated Revolving Notes.
Section 6.2 Defined Terms. Except with respect to terms that are defined in this Fourth Amendment or terms used in the Original Agreement that are redefined in this Fourth Amendment, capitalized terms used in this Fourth Amendment shall have the meaning given such terms in the Original Agreement.
Section 6.3 Use of Defined Terms. All references in this Fourth Amendment or in the Loan Documents to the “Loan Documents”, the “Credit Agreement” or the “Original Agreement” shall be deemed to mean the Loan Documents and the Original Agreement as hereby modified.
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Section 6.4 Counterparts. This Fourth Amendment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. This Fourth Amendment may be executed by facsimile transmission or by transmission of such signatures via a pdf file; any signatures to this Fourth Amendment transmitted by either such method shall be deemed delivery of original signatures to this Fourth Amendment. This Fourth Amendment shall become effective when counterparts hereof executed on behalf of the Borrower, the Administrative Agent and each of the Lenders (or notice thereof satisfactory to the Administrative Agent) shall have been received by the Administrative Agent and notice thereof shall have been given by the Administrative Agent to the Borrower and each Lender.
Section 6.5 Successors and Assigns Bound. This Fourth Amendment shall be binding upon and inure to the benefit of the parties and their respective legal representatives, permitted successors and permitted assigns.
Section 6.6 Governing Law.
6.6.1 THIS FOURTH AMENDMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AMENDMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AMENDMENT AND THE NOTE, AND THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
6.6.2 ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AMENDMENT MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:
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CORPORATION SERVICE COMPANY
00 XXXXX XXXXXX
XXXXXX, XXX XXXX 00000-0000
AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.
6.6.3 THE FIRST LIEN MORTGAGES SHALL BE GOVERNED BY THE LAWS OF THE APPLICABLE JURISDICTION IN WHICH THE BORROWING BASE PROPERTIES ARE LOCATED.
6.6.4 Further Modifications. No modification, amendment, extension, discharge, termination or waiver of any provision of this Fourth Amendment or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such modification, amendment, extension, discharge, termination, waiver or consent shall be effective only in the specific instance, and for the purpose, for which given.
6.6.5 Ratification. As amended by this Fourth Amendment, all terms, covenants and provisions of the Original Agreement, the Pledge Agreement, the Guarantor Pledge Agreement, the Guaranty and the Subsidiary Guaranty, and each of the other Loan Documents, are ratified and confirmed and shall be and remain in full force and effect as first written.
6.6.6 Severability. In case any provision of this Fourth Amendment shall be invalid, illegal, or unenforceable, such provision shall be deemed to have been modified to the extent necessary to make it valid, legal, and enforceable. The validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
6.6.7 Entire Agreement. This Fourth Amendment, the Original Agreement and the other Loan Documents contain the entire agreement of the parties hereto in respect of the transactions contemplated hereby, and all prior communications or agreements among or between such parties, whether oral or written, with respect to the subject matter hereof, are superseded by the terms of this Fourth Amendment, the Original Agreement and the other Loan Documents.
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed by their duly authorized representatives, all as of the day and year first above written.
| BORROWER: STRATEGIC HOTEL FUNDING, L.L.C. a Delaware limited liability company | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxx | |
| Name: Xxxxxxxx X. Xxxxxxx | ||
| Title: Vice President, Corporate Finance | ||
| Address: | 000 Xxxx Xxxxxxx Xxxxxx | |
| Xxxxx 0000 | ||
| Xxxxxxx, Xxxxxxxx 00000 | ||
| Telephone No.: (000) 000-0000 | ||
| Facsimile No.: (000) 000-0000 | ||
| Attention: General Counsel | ||
| With a copy to: | ||
| Strategic Hotel Funding, L.L.C. | ||
| 000 Xxxx Xxxxxxx Xxxxxx | ||
| Xxxxx 0000 | ||
| Xxxxxxx, Xxxxxxxx 00000 | ||
| Telephone No.: (000) 000-0000 | ||
| Facsimile No.: (000) 000-0000 | ||
| Attention: Treasurer | ||
SOLELY FOR THE PURPOSE OF ACKNOWLEDGING AND AGREEING TO SECTION 5.1 HEREOF:
| STRATEGIC HOTELS & RESORTS, INC., a Maryland corporation | ||||
| By: | /s/ Xxxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxxx X. Xxxxxxx | |||
| Title: | Vice President, Corporate Finance | |||
| DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation | ||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxx | ||
| Title: Director | ||
| By: | /s/ X.X. Xxxxxxxx Xxx | |
| Name: X. X. Xxxxxxxx Xxx | ||
| Title: Managing Director | ||
| Address: | 00 Xxxx Xxxxxx | |
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| Telephone No.: (000) 000-0000 | ||
| Facsimile No.: (000) 000-0000 | ||
| Attention: Xxxxx Xxxxxxx | ||
| With a copy to: | ||
| Deutsche Bank Securities Inc. | ||
| Xxxxxxxx Xxxxx | ||
| Xxxxx 000 | ||
| Xxxxxx, Xxxxx 00000 | ||
| Telephone No.: (000) 000-0000 | ||
| Facsimile No.: (000) 000-0000 | ||
| Attention: Xxxxx Xxxxx | ||
| CITICORP NORTH AMERICA, INC. | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Director | ||
| Address: | 000 Xxxxxxxxx Xxxxxx | |
| Xxx Xxxx, XX 00000 | ||
| Telephone No.: (000) 000-0000 | ||
| Facsimile No.: (000) 000-0000 | ||
| Attention: Xxxx Xxxxxxx | ||
| BANK OF AMERICA, N.A. | ||
| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Name: Xxxxxx X. Xxxxxxx | ||
| Title: Senior Vice President | ||
| Address: | 000 Xxxx Xxxxxx, 00xx Xxxxx | |
| Xxxxxx, Xxxxx 00000 | ||
| Telephone No.: 000-000-0000 | ||
| Facsimile No.: 000-000-0000 | ||
| Attention: Xxxxxx Xxxxxxx | ||
| JPMORGAN CHASE BANK, N.A. | ||
| By: | /s/ Xxxx X. Xxxxxxxxxxx | |
| Name: Xxxx X. Xxxxxxxxxx | ||
| Title: Executive Director | ||
| Address: | 000 Xxxxxxx Xxxxxx | |
| 00xx Xxxxx | ||
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| Telephone No.: 000-000-0000 | ||
| Facsimile No.: 000-000-0000 | ||
| Attention: Xxxx X. Xxxxxxxxxx | ||
| XXXXX FARGO BANK, NATIONAL ASSOCIATION (as successor by merger to Wachovia Bank, National Association) | ||
| By: | /s/ Xxxxx X. Xxxxxxxxxx | |
| Name: Xxxxx X. Xxxxxxxxxx | ||
| Title: Vice President | ||
| Address: | 000 X. Xxxxxxx Xxxxxx, 0xx Xxxxx | |
| XXX X0000-00X | ||
| Xxxxxxxxx, XX 00000-0000 | ||
| Telephone No.: (000) 000-0000 | ||
| Facsimile No.: (000) 000-0000 | ||
| Attention: Xxxxx X. Xxxxxxxxxx | ||
| CREDIT SUISSE, Cayman Islands Branch | ||
| By: | /s/ Xxxxxxx Xxxxxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxxxxx | ||
| Title: Director | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Associate | ||
| Address: | Eleven Xxxxxxx Xxxxxx | |
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| Facsimile No.: (000) 000-0000 | ||
| Telephone No.: (000) 000-0000 | ||
| Attention: Alex Xxxxxx | ||
| XXXXXXX XXXXX BANK, FSB | ||
| By: | /s/ Xxxxxx X Xxxxx | |
| Name: Xxxxxx X Xxxxx | ||
| Title: Senior Vice President | ||
| Address: | 000 Xxxxxxxx Xxxxxxx | |
| XX Xxx 00000 | ||
| Xx. Xxxxxxxxxx, XX 00000 | ||
| Telephone No.: 000-000-0000 | ||
| Facsimile No.: 000-000-0000 | ||
| Attention: Xxxxxx X Xxxxx | ||
| E. SUN COMMERCIAL BANK LTD., LOS ANGELES BRANCH | ||
| By: | /s/ Xxxxxx Xxxx | |
| Name: Xxxxxx Xxxx | ||
| Title: VP & GM | ||
| Address: | 00000 Xxxxxxxxx Xx., Xxxxx 000 | |
| Xxxx xx Xxxxxxxx, XX 00000 | ||
| Telephone No.: 000-000-0000 | ||
| Facsimile No.: 000-000-0000 | ||
| Attention: Xxx Xxxx | ||
| AAREAL CAPITAL CORPORATION | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxx | |
| Name: Xxxxxxxx X. Xxxxxxx | ||
| Title: General Counsel | ||
| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Name: Xxxxxx X. Xxxxxxx | ||
| Title: Managing Director | ||
| Address: | 000 Xxxx Xxxxxx | |
| Xxxxx 000 | ||
| Xxx Xxxx, Xxx Xxxx, 00000 | ||
| Telephone No.: 000-000-0000 | ||
| Facsimile No.: 000-000-0000 | ||
| Attention: Xxxx Xxxxx | ||
| XXX XXX COMMERCIAL BANK, LOS ANGELES BRANCH | ||
| By: | /s/ Xxxxxx X.X. Xxx | |
| Name: Xxxxxx X.X. Xxx | ||
| Title: VP & General Manager | ||
| Address: | 000 Xxxxxxxx Xxxx., #0000 | |
| Xxx Xxxxxxx, XX 00000 | ||
| Telephone No.: (000) 000-0000 xxx.000 | ||
| Facsimile No.: (000) 000-0000 | ||
| Attention: Xxxxxx Xxxx/ Senior Manager | ||
| ROYAL BANK OF CANADA | ||
| By: | /s/ Xxx XxXxxx | |
| Name: Xxx XxXxxx | ||
| Title: Authorized Signatory | ||
| Address: | Xxx Xxxxxxx Xxxxx, 0xx Xxxxx | |
| 000 Xxxxxxxx | ||
| Xxx Xxxx, XX 00000-0000 | ||
| Telephone No.: (000) 000-0000 | ||
| Facsimile No.: (000) 000-0000 | ||
| Attention: Xxx XxXxxx | ||
| FIRST COMMERCIAL BANK NEW YORK AGENCY | ||
| By: | /s/ Xxxxx Xxx | |
| Name: Xxxxx Xxx | ||
| Title: VP & General Manager | ||
| Address: | 000 Xxxxx Xxxxxx, 00xx Xxxxx | |
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| Telephone No.: 000-000-0000 | ||
| Facsimile No.: 000-000-0000 | ||
| Attention: Xxxxx Xxx | ||
| THE BANK OF EAST ASIA, LIMITED, NEW YORK BRANCH | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: Xxxxxxx X. Xxxxxx | ||
| Title: Senior Vice President | ||
| By: | /s/ Kitty Sin | |
| Name: Kitty Sin | ||
| Title: Senior Vice President | ||
| Address: | 000 Xxxxx Xxxxxx | |
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| Telephone No.: 000-000-0000 | ||
| Facsimile No.: 000-000-0000 | ||
| Attention: Xxxxxxx Xxxxxx | ||
ANNEX I
Lenders’ Percentages
| Lender | Percentage Commitment | Commitment Amount | ||
| Deutsche Bank Trust Company Americas, a New York Banking Corporation | 9.50% | $33,250,000.00 | ||
| Bank of America, N.A. | 14.00% | $49,000,000.00 | ||
| Citicorp North America, Inc. | 9.50% | $33,250,000.00 | ||
| Xxxxx Fargo Bank, National Association | 7.00% | $24,500,000.00 | ||
| JPMorgan Chase Bank, N.A. | 7.00% | $24,500,000.00 | ||
| MetLife Insurance Company of Connecticut, a Connecticut Banking Corporation | 7.00% | $24,500,000.00 | ||
| Norddeutsche Landesbank Girozentrale, New York Branch | 6.00% | $21,000,000.00 | ||
| Eurohypo AG, New York Branch | 6.00% | $21,000,000.00 | ||
| Europe Arab Bank PLC | 6.00% | $21,000,000.00 | ||
| Sumitomo Mitsui Banking Corporation | 5.00% | $17,500,000.00 | ||
| Aareal Capital Corporation | 3.00% | $10,500,000.00 | ||
| Credit Suisse, Cayman Islands Branch | 3.00% | $10,500,000.00 | ||
| Royal Bank of Canada | 3.00% | $10,500,000.00 | ||
| Barclays Capital Real Estate, Inc. | 3.00% | $10,500,000.00 | ||
| Xxxxxxx Xxxxx Bank, FSB | 2.00% | $7,000,000.00 | ||
| Mega International Commercial Bank Co., LTD., New York Branch | 2.00% | $7,000,000.00 | ||
| Bank of East Asia, Limited, New York Branch |
1.40% | $4,900,000.00 | ||
| E. Sun Commercial Bank LTD., Los Angeles Branch |
1.40% | $4,900,000.00 | ||
| First Commercial Bank New York Agency | 1.40% | $4,900,000.00 | ||
| Xxx Xxx Commercial Bank, Los Angeles Branch |
1.40% | $4,900,000.00 | ||
| Tapei Fubon Commercial Bank Co., LTD |
1.40% | $4,900,000.00 | ||
| TOTAL | 100% | $350,000,000.00 |
