EXHIBIT 10.3
GUARANTY AND CONTRIBUTION AGREEMENT
This Guaranty and Contribution Agreement (this "Agreement") is made and
entered into effective for all purposes as of the 26th day of June, 2001, by
the parties signatory hereto or to an Accession Agreement (as hereinafter
defined) (collectively, the "Guarantor" whether one or more) to and for the
benefit of SOCIETE GENERALE, SOUTHWEST AGENCY, as Joint Book Runner and
Administrative Agent (the "Administrative Agent"), BANK OF MONTREAL, CHICAGO
BRANCH as Syndication Agent (the "Syndication Agent"), DEUTSCHE BANC ALEX.
XXXXX, as Joint Book Runner and Documentation Agent ("Documentation Agent"),
and the banks and other lenders named in the Credit Agreement herein
described.
INTRODUCTION
WHEREAS, this Agreement is given in connection with that certain Third
Amended and Restated Senior Unsecured Credit Agreement dated as of June 26,
2001 ("Credit Agreement"), among LASALLE HOTEL OPERATING PARTNERSHIP, L.P., a
Delaware limited partnership (the "Borrower"), Administrative Agent,
Syndication Agent, Documentation Agent and the banks and other lenders party
thereto (collectively the "Banks");
WHEREAS, pursuant to the Credit Agreement the Banks are making a loan
(the "Loan") to Borrower as more specifically described therein;
WHEREAS, the Borrower is the principal financing entity for capital
requirements of its Subsidiaries, and from time to time the Borrower has made
and will continue to make capital contributions and advances to its
Subsidiaries, including the Subsidiaries which are or will become parties
hereto. Other than the Parent, each Guarantor is a direct or indirect
subsidiary of the Borrower. Each Guarantor will derive substantial direct and
indirect benefit from the transactions contemplated by the Credit Agreement;
and
WHEREAS, the Banks have required the execution and delivery of this
Agreement as a condition precedent to the execution of the Credit Agreement.
The Banks would not be willing to execute the Credit Agreement in the absence
of the execution and delivery by Guarantor of this Agreement.
AGREEMENT
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NOW, THEREFORE, in order to induce the Banks to make the Advances and the
Issuing Bank to issue its Letters of Credit, each Guarantor hereby agrees as
follows:
Section 1. Defined Terms. All terms used in this Agreement, but not
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defined herein, shall have the meaning given such terms in the Credit
Agreement.
Section 2. Guaranty. Each Guarantor hereby unconditionally
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and irrevocably guarantees the punctual payment when due, whether at stated
maturity, by acceleration or otherwise, of all obligations of the Borrower now
or hereafter existing under the Credit Agreement, the Notes and any other
Credit Document, whether for principal, interest, fees, expenses, or otherwise
(such obligations being the "Guaranteed Obligations") and any and all expenses
(including reasonable counsel fees and expenses) incurred by the
Administrative Agent, the Syndication Agent, the Documentation Agent, or any
Bank in enforcing any rights under this Agreement. Each Guarantor agrees that
its guaranty obligation under this Agreement is a guarantee of payment, not of
collection and that such Guarantor is primarily liable for the payment of the
Guaranteed Obligations.
Section 3. Limit of Liability. Each Guarantor that is a
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Subsidiary of the Borrower shall be liable under this Agreement with respect
to the Guaranteed Obligations only for amounts aggregating up to the largest
amount that would not render its guaranty obligation hereunder subject to
avoidance under Section 548 of the United States Bankruptcy Code or any
comparable provisions of any state law.
Section 4. Guaranty Absolute. Each Guarantor guarantees that the
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Guaranteed Obligations will be paid and performed strictly in accordance with
the terms of the Credit Agreement, the other Credit Documents and the
Participating Leases, as applicable, regardless of any law, regulation, or
order now or hereafter in effect in any jurisdiction affecting any of such
terms or the rights of the Administrative Agent, the Syndication Agent, the
Documentation Agent, the Banks or the Participating Lessees with respect
thereto. The liability of each Guarantor under this Agreement shall be
absolute and unconditional irrespective of:
(a) any lack of validity or enforceability of the Credit Agreement, any
other Credit Document, any Participating Lease or any other agreement or
instrument relating thereto;
(b) any change in the time, manner, or place of payment of, or in
any other term of, any of the Guaranteed Obligations, or any other amendment
or waiver of or any consent to departure from the Credit Agreement, any Credit
Document or any Participating Lease;
(c) any exchange, release, or nonperfection of any collateral, if
applicable, or any release or amendment or waiver of or consent to departure
from any other agreement or guaranty, for any of the Guaranteed Obligations;
or
(d) any other circumstances which might otherwise constitute a defense
available to, or a discharge of the Borrower or a Guarantor.
Section 5. Continuation and Reinstatement, Etc. Each Guarantor
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agrees that, to the extent that the Borrower makes payments to the
Administrative Agent, the Syndication Agent, the Documentation Agent or any
Bank or the Administrative Agent, the Syndication Agent, the Documentation
Agent or any Bank receives any proceeds of any property of Borrower or any
Guarantor and such payments or proceeds or any part thereof are subsequently
invalidated,
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declared to be fraudulent or preferential, set aside, or otherwise required to
be repaid, then to the extent of such repayment the Guaranteed Obligations
shall be reinstated and continued in full force and effect as of the date such
initial payment or collection of proceeds occurred. The Guarantor shall defend
and indemnify the Administrative Agent, the Syndication Agent, the
Documentation Agent and each Bank from and against any claim or loss under
this Section 5 (including reasonable attorneys' fees and expenses) in the
defense of any such action or suit.
Section 6. Certain Waivers.
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6.01 Notice. Each Guarantor hereby waives promptness, diligence, notice
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of acceptance, notice of acceleration, notice of intent to accelerate and any
other notice with respect to any of the Guaranteed Obligations and this
Agreement.
6.02 Other Remedies. Each Guarantor hereby waives any requirement
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that the Administrative Agent, the Syndication Agent, the Documentation Agent
or any Bank protect, secure, perfect, or insure any Lien or any Property
subject thereto or exhaust any right or take any action against the Borrower
or any other Person or any collateral, if any, including any action required
pursuant to a Legal Requirement.
6.03 Waiver of Subrogation.
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(a) Each Guarantor hereby irrevocably waives, until payment in
full of all Guaranteed Obligations and termination of all Commitments, any
claim or other rights which it may acquire against the Borrower that arise
from such Guarantor's obligations under this Agreement or any other Credit
Document, including, without limitation, any right of subrogation (including,
without limitation, any statutory rights of subrogation under Section 509 of
the Bankruptcy Code, 11 U.S.C. ss.509, or otherwise), reimbursement,
exoneration, contribution, indemnification, or any right to participate in any
claim or remedy of the Administrative Agent, the Syndication Agent, the
Documentation Agent or any Bank against the Borrower or any collateral which
the Administrative Agent, the Syndication Agent, the Documentation Agent or
any Bank now has or acquires. If any amount shall be paid to any Guarantor in
violation of the preceding sentence and the Guaranteed Obligations shall not
have been paid in full and all of the Commitments terminated, such amount
shall be held in trust for the benefit of the Administrative Agent, the
Syndication Agent, the Documentation Agent or any Bank and shall promptly be
paid to the Administrative Agent for the benefit of Administrative Agent, the
Syndication Agent, the Documentation Agent and the Banks to be applied to the
Guaranteed Obligations, whether matured or unmatured, as the Administrative
Agent may elect. Each Guarantor acknowledges that it will receive direct and
indirect benefits from the financing arrangements contemplated by the Credit
Agreement and that the waiver set forth in this Section 6.03(a) is knowingly
made in contemplation of such benefits.
(b) Each Guarantor further agrees that it will not enter into any
agreement providing, directly or indirectly, for any contribution,
reimbursement, repayment, or indemnity by the Borrower or any other Person on
account of any payment by such Guarantor to the
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Administrative Agent, the Syndication Agent, the Documentation Agent or the
Banks under this Agreement.
Section 7. Representations and Warranties. Each Guarantor hereby
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represents and warrants as follows:
7.01 Corporate Authority. Such Guarantor is either a corporation,
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limited liability company, limited partnership or trust duly organized,
validly existing and in good standing under the laws of the jurisdiction of
its organization. The execution, delivery and performance by such Guarantor of
this Agreement are within such Guarantor's organizational powers, have been
duly authorized by all necessary organizational action and do not contravene
(a) such Guarantor's organizational authority or (b) any law or material
contractual restriction affecting such Guarantor or its Property.
7.02 Government Approval. No authorization or approval or other action by
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and no notice to or filing with, any Governmental Authority is required for
the due execution, delivery and performance by such Guarantor of this
Agreement.
7.03 Binding Obligations. This Agreement is the legal, valid and
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binding obligation of such Guarantor enforceable against such Guarantor in
accordance with its terms subject to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium, or similar law affecting
creditors' rights (whether considered in a proceeding at law or in equity).
Section 8. Covenants. Each Guarantor will comply with all covenant
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provisions of Article V and Article VI of the Credit Agreement to the extent
such provisions are applicable.
8.01 Additional Covenant. As soon as possible and in any event
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within five days after the incurrence of any Indebtedness by the Parent or any
Subsidiary of the Parent other than the Obligations or any other Indebtedness
permitted under the Credit Agreement, the Parent shall notify the
Administrative Agent in writing of such incurrence.
Section 9. Contribution. As a result of the transactions
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contemplated by the Credit Agreement, each of the Guarantors will benefit,
directly and indirectly, from the Guaranteed Obligations and in consideration
thereof desire to enter into a contribution agreement among themselves as set
forth in this Section 9 to allocate such benefits among themselves and to
provide a fair and equitable arrangement to make contributions in the event
any payment is made by any Guarantor hereunder to the Administrative Agent,
the Syndication Agent, the Documentation Agent or the Banks (such payment
being referred to herein as a "Contribution," and for purposes of this
Agreement, includes any exercise of recourse by the Administrative Agent
against any Property of a Guarantor and application of proceeds of such
Property in satisfaction of such Guarantor's obligations under this
Agreement). The Guarantors hereby agree as follows:
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9.01 Calculation of Contribution. In order to provide for just and
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equitable contribution among the Guarantors in the event any Contribution is
made by a Guarantor (a "Funding Guarantor"), such Funding Guarantor shall be
entitled to a contribution from certain other Guarantors for all payments,
damages and expenses incurred by that Funding Guarantor in discharging any of
the Guaranteed Obligations, in the manner and to the extent set forth in this
Section. The amount of any Contribution under this Agreement shall be equal to
the payment made by the Funding Guarantor to the Administrative Agent or any
other beneficiary pursuant to this Agreement and shall be determined as of the
date on which such payment is made.
9.02 Benefit Amount Defined. For purposes of this Agreement, the
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"Benefit Amount" of any Guarantor as of any date of determination shall be the
net value of the benefits to such Guarantor and all of its Subsidiaries
(including any Subsidiaries which may be Guarantors) from extensions of credit
made by the Banks to the Borrower under the Credit Agreement and the benefit
of entering into the Participating Leases; provided, that in determining the
contribution liability of any Guarantor which is a Subsidiary to its direct or
indirect parent corporation or of any Guarantor to its direct or indirect
Subsidiary, the Benefit Amount of such Subsidiary and its Subsidiaries, if
any, shall be subtracted in determining the Benefit Amount of the parent
corporation. Such benefits shall include benefits of funds constituting
proceeds of Advances made to the Borrower by the Banks which are in turn
advanced or contributed by the Borrower to such Guarantor or its Subsidiaries
and benefits of Letters of Credit issued pursuant to the Credit Agreement on
behalf of, or the proceeds of which are advanced or contributed or otherwise
benefit, directly or indirectly, such Guarantor and its Subsidiaries
(collectively, the "Benefits"). In the case of any proceeds of Advances or
Benefits advanced or contributed to a Person (an "Owned Entity") any of the
equity interests of which are owned directly or indirectly by a Guarantor, the
Benefit Amount of a Guarantor with respect thereto shall be that portion of
the net value of the benefits attributable to Advances or Benefits equal to
the direct or indirect percentage ownership of such Guarantor in its Owned
Entity.
9.03 Contribution Obligation. Each Guarantor shall be liable to a
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Funding Guarantor in an amount equal to the greater of (A) the (i) ratio of
the Benefit Amount of such Guarantor to the total amount of Guaranteed
Obligations, multiplied by (ii) the amount of Guaranteed Obligations paid by
such Funding Guarantor and (B) 95% of the excess of the fair saleable value of
the property of such Guarantor over the total liabilities of such Guarantor
(including the maximum amount reasonably expected to become due in respect of
contingent liabilities) determined as of the date on which the payment made by
a Funding Guarantor is deemed made for purposes of this Agreement (giving
effect to all payments made by other Funding Guarantors as of such date in a
manner to maximize the amount of such contributions).
9.04 Allocation. In the event that at any time there exists more
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than one Funding Guarantor with respect to any Contribution (in any such case,
the "Applicable Contribution"), then payment from other Guarantors pursuant to
this Agreement shall be allocated among such Funding Guarantors in proportion
to the total amount of the Contribution made for or on account of the Borrower
by each such Funding Guarantor pursuant to the Applicable Contribution. In the
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event that at any time any Guarantor pays an amount under this Agreement in
excess of the amount calculated pursuant to clause (A) of Subsection 9.03
above, that Guarantor shall be deemed to be a Funding Guarantor to the extent
of such excess and shall be entitled to contribution from the other Guarantors
in accordance with the provisions of this Section.
9.05 Subsidiary Payment. The amount of contribution payable under this
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Section by any Guarantor shall be reduced by the amount of any contribution
paid hereunder by a Subsidiary of such Guarantor.
9.06 Equitable Allocation. If as a result of any reorganization,
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recapitalization, or other corporate change in the Borrower or any of its
Subsidiaries, or as a result of any amendment, waiver or modification of the
terms and conditions of other Sections of this Agreement or the Guaranteed
Obligations, or for any other reason, the contributions under this Section
become inequitable as among the Guarantors, the Guarantors shall promptly
modify and amend this Section to provide for an equitable allocation of
contributions. Any of the foregoing modifications and amendments shall be in
writing and signed by all Guarantors.
9.07 Asset of Party to Which Contribution is Owing. The Guarantors
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acknowledge that the right to contribution hereunder shall constitute an asset
in favor of the Guarantor to which such contribution is owing.
9.08 Subordination. No payments payable by a Guarantor pursuant to
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the terms of this Section 9 shall be paid until all amounts then due and
payable by the Borrower to any Bank, pursuant to the terms of the Credit
Documents, are paid in full in cash. Nothing contained in this Section 9 shall
affect the obligations of any Guarantor to any Bank under the Credit Agreement
or any other Credit Documents.
Section 10. Miscellaneous.
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10.01 Addresses for Notices. All notices and other communications
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provided for hereunder shall be in writing, including telegraphic
communication and delivered or teletransmitted to the Administrative Agent, as
set forth in the Credit Agreement and to each Guarantor, at the address set
forth under such Guarantor's signature hereto or in the Accession Agreement
executed by such Guarantor, or to such other address as shall be designated by
any Guarantor or the Administrative Agent in written notice to the other
parties. All such notices and other communications shall be effective when
delivered or teletransmitted to the above addresses.
10.02 Amendments, Etc. No waiver of any provision of this Agreement
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nor consent to any departure by any Guarantor therefrom shall be effective
unless the same shall be in writing and signed by the Administrative Agent,
the Required Lenders and the Borrower and no amendment of this Agreement shall
be effective unless the same shall be in writing and signed by each Guarantor
and the Administrative Agent, with the consent of the Required Lenders;
provided that any amendment or waiver releasing any Guarantor from any
liability hereunder
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shall be signed by all the Banks; and provided further that any waiver or
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consent shall be effective only in the specific instance and for the specific
purpose for which given. Notwithstanding the foregoing, in the event that any
Subsidiary or Affiliate of the Borrower hereafter is required in accordance
with the terms of the Credit Agreement or otherwise agrees to become a
guarantor of the Borrower's obligations under the Credit Documents, then such
Subsidiary or Affiliate may become a party to this Agreement by executing an
Accession Agreement ("Accession Agreement") in the form attached hereto as
Annex 1 and each Guarantor and the Administrative Agent hereby agrees that
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upon such Subsidiary's or Affiliate's execution of such Accession Agreement,
this Agreement shall be deemed to have been amended to make such Person a
Guarantor hereunder for all purposes and a party hereto and no signature is
required on behalf of the other Guarantors or the Administrative Agent to make
such an amendment to this Agreement effective.
10.03 No Waiver; Remedies. No failure on the part of Administrative
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Agent, the Syndication Agent, the Documentation Agent or any Bank to exercise,
and no delay in exercising, any right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.
10.04 Right of Set-Off. Upon the occurrence and during the
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continuance of any Event of Default, the Administrative Agent, the Syndication
Agent, the Documentation Agent and the Banks are hereby authorized at any
time, to the fullest extent permitted by law, to set off and apply any
deposits (general or special, time or demand, provisional or final) and other
indebtedness owing by the Administrative Agent, the Syndication Agent, the
Documentation Agent or the Banks to the account of any Guarantor against any
and all of the obligations of such Guarantor under this Agreement,
irrespective of whether or not the Administrative Agent, the Syndication
Agent, the Documentation Agent or the Banks shall have made any demand under
this Agreement and although such obligations may be contingent and unmatured.
The Administrative Agent, the Syndication Agent, the Documentation Agent and
the Banks agree promptly to notify each Guarantor affected by any such set-off
after any such set-off and application made by the Administrative Agent, the
Syndication Agent, the Documentation Agent or the Banks provided that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of the Administrative Agent, the Syndication Agent,
the Documentation Agent and the Banks under this Section 10.04 are in addition
to other rights and remedies (including, without limitation, other rights of
set-off) which the Administrative Agent, the Syndication Agent, the
Documentation Agent and the Banks may have.
10.05 Continuing Guaranty; Transfer of Interest. This Agreement
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shall create a continuing guaranty and shall (a) remain in full force and
effect until payment in full and termination of the Guaranteed Obligations,
(b) be binding upon each Guarantor, its successors and assigns, and (c) inure,
together with the rights and remedies of the Administrative Agent hereunder,
to the benefit of the Administrative Agent, the Syndication Agent, the
Documentation
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Agent and the Banks and their respective successors, transferees and assigns.
Without limiting the generality of the foregoing clause, when any Bank assigns
or otherwise transfers any interest held by it under the Credit Agreement or
other Credit Document to any other Person pursuant to the terms of the Credit
Agreement or other Credit Document, that other Person shall thereupon become
vested with all the benefits held by such Bank under this Agreement. Upon the
payment in full and termination of the Guaranteed Obligations, the guaranties
granted hereby shall terminate and all rights hereunder shall revert to each
Guarantor to the extent such rights have not been applied pursuant to the
terms hereof. Upon any such termination, the Administrative Agent will, at
each Guarantor's expense, execute and deliver to such Guarantor such documents
as such Guarantor shall reasonably request and take any other actions
reasonably requested to evidence or effect such termination.
10.06 GOVERNING LAW. ANY DISPUTE BETWEEN THE GUARANTOR, ANY AGENT,
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ANY BANK, OR ANY INDEMNITEE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH,
THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS, AND WHETHER ARISING IN
CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE
INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAWS
PROVISIONS) OF THE STATE OF NEW YORK.
10.07 CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.
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(A) EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN SUBSECTION (B),
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EACH OF THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
AMONG THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER CREDIT
DOCUMENTS WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE
RESOLVED EXCLUSIVELY BY STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK,
BUT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE
TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. EACH OF THE
PARTIES HERETO WAIVES IN ALL DISPUTES BROUGHT PURSUANT TO THIS SUBSECTION (A)
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ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE
DISPUTE.
(B) OTHER JURISDICTIONS. THE GUARANTOR AGREES THAT ANY AGENT, ANY
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BANK OR ANY INDEMNITEE SHALL HAVE THE RIGHT TO PROCEED AGAINST THE GUARANTOR
OR ITS PROPERTY IN A COURT IN ANY LOCATION TO ENABLE SUCH PERSON TO (1) OBTAIN
PERSONAL JURISDICTION OVER THE GUARANTOR OR (2) ENFORCE A JUDGMENT OR OTHER
COURT ORDER ENTERED IN FAVOR OF SUCH PERSON. THE GUARANTOR AGREES THAT IT WILL
NOT
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ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY SUCH PERSON
TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON. THE
GUARANTOR WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT
IN WHICH SUCH PERSON HAS COMMENCED A PROCEEDING DESCRIBED IN THIS
SUBSECTION (B).
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(C) SERVICE OF PROCESS. THE GUARANTOR WAIVES PERSONAL SERVICE OF
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ANY PROCESS UPON IT AND IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY
WRITS, PROCESS OR SUMMONSES IN ANY SUIT, ACTION OR PROCEEDING BY THE MAILING
THEREOF BY ANY AGENT OR THE BANKS BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO THE GUARANTOR ADDRESSED AS PROVIDED HEREIN. NOTHING HEREIN SHALL
IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF ANY AGENT OR THE BANKS TO SERVE
ANY SUCH WRITS, PROCESS OR SUMMONSES IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW. THE GUARANTOR IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING,
WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
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BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH IN ANY JURISDICTION SET FORTH ABOVE.
(D) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY
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WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH,
RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETO
AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY.
(E) ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENTS TO EACH
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OTHER PARTY HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE
PROVISIONS OF THIS SECTION 10.08, WITH ITS COUNSEL.
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[INTENTIONALLY BLANK]
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Each Guarantor has caused this Agreement to be duly executed as of the
date first above written.
GUARANTORS:
LASALLE HOTEL PROPERTIES, a Maryland real
estate investment trust
By:______________________________________
Name:____________________________________
Title:___________________________________
Address: 0000 Xxxxxxxxxx Xxxx, Xxxxx X00
Xxxxxxxx, Xxxxxxxx 00000
Attn: Xx. Xxxx X. Xxxxx
LHO MISSION BAY HOTEL, L.P.,
a California limited partnership
By: LaSalle Hotel Operating Partnership,
L.P., a Delaware limited
partnership, its general partner
By: LaSalle Hotel Properties,
its general partner
By:____________________________
Name:__________________________
Title:_________________________
Address: 0000 Xxxxxxxxxx Xxxx, Xxxxx X00
Xxxxxxxx, Xxxxxxxx 00000
Attn: Xx. Xxxx X. Xxxxx
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Signature Page of Guaranty and Contribution Agreement
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LHO VIKING HOTEL, L.L.C.,
a Delaware limited liability company
By:______________________________________
Name:____________________________________
Title:___________________________________
Address: 0000 Xxxxxxxxxx Xxxx, Xxxxx X00
Xxxxxxxx, Xxxxxxxx 00000
Attn: Xx. Xxxx X. Xxxxx
Signature Page of Guaranty and Contribution Agreement
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I & G CAPITOL, L.L.C.
LHO WASHINGTON HOTEL ONE, L.L.C.
LHO WASHINGTON HOTEL TWO, L.L.C.
LHO WASHINGTON HOTEL THREE, L.L.C.
LHO WASHINGTON HOTEL FOUR, L.L.C.
By: LaSalle Hotel Operating Partnership,
L.P., a Delaware limited partnership,
its managing member
By: LaSalle Hotel Properties,
its general partner
By:____________________________
Name:__________________________
Title:_________________________
Address: 0000 Xxxxxxxxxx Xxxx, Xxxxx X00
Xxxxxxxx, Xxxxxxxx 00000
Attn: Xx. Xxxx X. Xxxxx
Signature Page of Guaranty and Contribution Agreement
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LASALLE HOTEL LESSEE, INC.
LASALLE WASHINGTON ONE LESSEE, INC.
LASALLE WASHINGTON TWO LESSEE, INC.
LASALLE WASHINGTON THREE LESSEE, INC.
LASALLE WASHINGTON FOUR LESSEE, INC.
By:______________________________________
Name:____________________________________
Title:___________________________________
Address: 0000 Xxxxxxxxxx Xxxx, Xxxxx X00
Xxxxxxxx, Xxxxxxxx 00000
Attn: Xx. Xxxx X. Xxxxx
Signature Page of Guaranty and Contribution Agreement
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LHO WASHINGTON FIVE LESSEE, L.L.C.
By: LaSalle Hotel Lessee, Inc.,
its managing member
By:_________________________________
Name:_______________________________
Title:______________________________
Address: 0000 Xxxxxxxxxx Xxxx, Xxxxx X00
Xxxxxxxx, Xxxxxxxx 00000
Attn: Xx. Xxxx X. Xxxxx
Signature Page of Guaranty and Contribution Agreement
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ANNEX 1
Guaranty and Contribution Agreement
ACCESSION AGREEMENT
_______________________ [NAME OF ENTITY], a [limited partnership/corporation]
(the "Company"), hereby agrees with (i) SOCIETE GENERALE, SOUTHWEST AGENCY, as
Administrative Agent (the "Administrative Agent") under the Third Amended and
Restated Senior Unsecured Credit Agreement dated as of June 26, 2001 (the
"Credit Agreement") among LASALLE HOTEL OPERATING PARTNERSHIP, L.P., a
Delaware limited partnership, as the Borrower, the Administrative Agent, BANK
OF MONTREAL, CHICAGO BRANCH as Syndication Agent, DEUTSCHE BANC ALEX. XXXXX,
as Joint Book Runner and Documentation Agent, and the Banks; (ii) the parties
to the Environmental Indemnity Agreement (the "Environmental Indemnity") dated
as of June 26, 2001 executed in connection with the Credit Agreement, (iii)
the parties to the Guaranty and Contribution Agreement (the "Guaranty") dated
as of June 26, 2001 executed in connection with the Credit Agreement, as
follows:
The Company hereby agrees and confirms that, as of the date hereof, it
(a) intends to be a party to the Environmental Indemnity and the Guaranty and
undertakes to perform all the obligations expressed therein, respectively, of
an Indemnitor and a Guarantor (as defined in the Environmental Indemnity and
the Guaranty, respectively), (b) agrees to be bound by all of the provisions
of the Environmental Indemnity and the Guaranty as if it had been an original
party to such agreements, (c) confirms that the representations and warranties
set forth in the Environmental Indemnity and the Guaranty, respectively, with
respect to the Company, a party thereto, are true and correct in all material
respects as of the date of this Accession Agreement and (d) has received and
reviewed copies of each of the Environmental Indemnity and the Guaranty.
For purposes of notices under the Environmental Indemnity and the
Guaranty the address for the Company is as follows:
Attention:___________________________________
Telephone:___________________________________
Telecopy:____________________________________
This Accession Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
IN WITNESS WHEREOF this Accession Agreement was executed and delivered as
of the ___ day of __________________, _____.
[NAME OF ENTITY]
_________________________________________
By:______________________________________
Title:___________________________________
