Exhibit 10.2
GUARANTY AGREEMENT
UNCONDITIONAL GUARANTY OF PAYMENT (this "Guaranty"), is made as of May
24, 1999 by METROPOLITAN PARTNERS LLC (the "Company"), and each of the other
guarantor signatory parties hereto, (collectively, "Guarantor"), in favor of UBS
AG, STAMFORD BRANCH, as administrative agent (the "Agent") for the benefit of
the banks (the "Lenders") that are from time to time parties to that certain
Credit Agreement (the "Credit Agreement"), dated as of May 24, 1999, among
Metropolitan Operating Partnership, L.P. ("Borrower"), the Lenders, Warburg
Dillon Read, as Arranger and Book Manager, and the Agent.
Capitalized terms not otherwise defined in this Guaranty shall have
the meanings ascribed to them in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, pursuant to the terms of the Credit Agreement, the Borrower
has requested that the Lenders make a Loan to the Borrower, to be jointly and
severally guaranteed by the Guarantor and to be evidenced by certain Promissory
Notes (the "Notes"), each dated as of May 24, 1999, in the aggregate principal
amount of $130,000,000, payable by the Borrower to the order of the Lenders
respective to their Pro Rate Shares of the Loans;
WHEREAS, this Guaranty is the "Guaranty" referred to in the Credit
Agreement;
WHEREAS, the Company owns [99.8%] limited and general partnership
interest in the Borrower;
[WHEREAS, after giving effect to the consummation of the Mergers (as
defined in the Credit Agreement) the remaining Guarantors are each directly or
indirectly wholly-owned businesses of the Company or the Borrower]; and
WHEREAS, in order to induce the Agent and the Lenders to make the
Loans to the Borrower, and to satisfy one of the conditions in the Credit
Agreement with respect thereto, Guarantor has agreed to enter into this
Guaranty.
NOW THEREFORE, in consideration of the premises and the direct and
indirect benefits to be derived from the making of the Loans by the Lenders to
the Borrower, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Guarantor hereby agrees as follows:
1. Guarantors, on behalf of themselves and their successors and
assigns, each hereby irrevocably, absolutely, and unconditionally jointly and
severally guarantee the full and punctual payment when due, whether at stated
maturity or otherwise, of all obligations of the Borrower now or hereafter
existing under the Note or under any of the other Loan Documents to which the
Borrower is a party (all such obligations set forth in this Paragraph 1 being
referred to as the "Guaranteed Obligations"), and any and all reasonable costs
and expenses (including, without limitation, reasonable attorneys' fees and
disbursements) incurred by the Agent in enforcing its rights under this
Guaranty.
2. It is agreed that the obligations of Guarantor hereunder are
primary and this Guaranty shall be enforceable against Guarantor and its
successors and as signs without the necessity for any suit or proceeding of any
kind or nature whatsoever brought by the Agent against the Borrower or its
successors or assigns or any other party or against any security for the payment
and performance of the Guaranteed Obligations and, to the extent permitted by
applicable law, without the necessity of any notice of non-payment or
non-observance or of any notice of acceptance of this Guaranty or of any notice
or demand to which Guarantor might otherwise be entitled (including, without
limitation, diligence, presentment, notice of maturity, extension of time,
change in nature or form of the Guaranteed Obligations, acceptance of further
security, release of further security, imposition or agreement arrived at as to
the amount of or the terms of the Guaranteed Obligations, notice of adverse
change in the Borrower's financial condition and any other fact which might
materially increase the risk to Guarantor), all of which Guarantor, to the
extent permitted by applicable law, hereby expressly waives; and, to the extent
permitted by applicable law, Guarantor hereby expressly agrees that the validity
of this Guaranty and the obligations of the Guarantor hereunder shall in no way
be terminated, affected, diminished, modified or impaired by reason of the
assertion of, or the failure to assert by the Agent against the Borrower or its
respective successors or assigns, any of the rights or remedies reserved to the
Agent pursuant to the provisions of the Loan Documents. Guarantor hereby agrees
that, to the extent permitted by applicable law, any notice or directive given
at any time to the Agent which is inconsistent with the waiver in the
immediately preceding sentence shall be void and may be ignored by the Agent,
and, in addition, may not be pleaded or introduced as evidence in any litigation
relating to this Guaranty for the reason that such pleading or introduction
would be at variance with the written terms of this Guaranty, unless the Agent
has specifically agreed otherwise in writing, signed by a duly authorized
officer. Guarantor specifically acknowledges and agrees that the foregoing
waivers are of the essence of this transaction and that, but for this Guaranty
and such waivers, the Agent, the Lenders would not make the requested Loan to
the Borrower.
3. To the extent permitted by applicable law, Guarantor hereby waives,
and covenants and agrees that it will not at any time insist upon, plead or in
any manner whatsoever claim or take the benefit or advantage of, any and all
appraisal, valuation, stay, extension, marshalling-of-assets or redemption
laws, or right of homestead exemption, whether now or at any time hereafter in
force, which may delay, prevent or otherwise affect the performance by Guarantor
of its obligations under, or the enforcement by the Agent of, this Guaranty. To
the extent permitted by applicable law, Guarantor further covenants and agrees
not to set up or claim any defense, counterclaim, offset, set-off or other
objection of any kind to any action, suit or proceeding in law, equity or
otherwise, or to any demand or claim that may be instituted or made by the Agent
other than the defense of the actual timely payment and performance by the
Borrower of the Guaranteed Obligations hereunder. Guarantor represents, warrants
and agrees that, as of the date hereof, its obligations under this Guaranty are
not subject to any counterclaims, offsets or defenses against the Agent of any
kind.
4. The provisions of this Guaranty are for the benefit of the Agent on
behalf of the Lenders and their successors and permitted assigns, and nothing
herein contained shall impair as among the Borrower and the Agent the
obligations of the Borrower under the Loan Documents.
5. This Guaranty shall be a continuing, unconditional and absolute
guaranty and, to the extent permitted by applicable law, the liability of
Guarantor hereunder shall in no way be terminated, affected, modified, impaired
or diminished by reason of the happening, from time to time, of any of the
following, although without notice or the further consent of Guarantor:
(i) any assignment, amendment, modification or waiver of or change in
any of the terms, covenants, conditions or provisions of any of the
Guaranteed Obligations or the Loan Documents or the invalidity or
unenforceability of any of the foregoing; or
(ii) any extension of time that may be granted by the Agent to the
Borrower, any guarantor, or their respective successors or assigns; or
(iii) any action which the Agent may take or fail to take under or in
respect of any of the Loan Documents or by reason of any waiver of, or
failure to enforce any of the rights, remedies, powers or privileges
available to the Agent under this Guaranty or available to the Agent at
law, in equity or otherwise, or any action on the part of the Agent
granting indulgence or extension in any form whatsoever; or
(iv) any sale, exchange, release, or other disposition of any property
pledged, mortgaged or conveyed, or any property in which the Agent and/or
the Lenders have been granted a lien or security interest to secure any
indebtedness of the Borrower to the Agent and/or the Lenders; or
(v) any release of any person or entity who may be liable in any
manner for the payment and collection of any amounts owed by the Borrower
to the Agent and/or the Lenders; or
(vi) the application of any sums by whomsoever paid or however
realized to any amounts owing by the Borrower to the Agent and/or the
Lenders under the Loan Documents in such manner as the Agent shall
determine in its sole discretion; or
(vii) the Borrower's or any guarantor's voluntary or involuntary
liquidation, dissolution, sale of all or substantially all of their
respective assets and liabilities, appointment of a trustee, receiver,
liquidator, sequestrator or conservator for all or any part of the
Borrower's or guarantor's assets, insolvency, bankruptcy, assignment for
the benefit of creditors, reorganization, arrangement, composition or
readjustment, or the commencement of other similar proceedings affecting
the Borrower or any guarantor or any of the assets of any of them,
including, without limitation, (i) the release or discharge of the Borrower
or any guarantor from the payment and performance of their respective
obligations under any of the Loan Documents by operation of law, or (ii)
the impairment, limitation or modification of the liability of the Borrower
or any guarantor in bankruptcy, or of any remedy for the enforcement of the
Guaranteed Obligations under any of the Loan Documents, or Guarantor's
liability under this Guaranty, resulting from the operation of any present
or future provisions of the Bankruptcy Code or other present or future
federal, state or applicable statute or law or from the decision in any
court; or
(viii) any improper disposition by the Borrower of the proceeds of the
Loans, it being acknowledged by Guarantor that the Agent shall be entitled
to honor any request made by the Borrower for a disbursement of such
proceeds and that the Agent shall have no obligation to see the proper
disposition by the Borrower of such proceeds.
6. Guarantor hereby agrees that if at any time all or any part of any
payment at any time received by the Agent from the Borrower under any of the
Notes or other Loan Documents or Guarantor under or with respect to this
Guaranty is or must be rescinded or returned by the Agent for any reason
whatsoever (including, without limitation, the insolvency, bankruptcy or
reorganization of the Borrower or Guarantor), then Guarantor's obligations
hereunder shall, to the extent of the payment rescinded or returned, be deemed
to have continued in existence notwithstanding such previous receipt by the
Agent, and Guarantor's obligations hereunder shall continue to be effective or
reinstated, as the case may be, as to such payment, as though such previous
payment to the Agent had never been made.
7. Until this Guaranty is terminated pursuant to the terms hereof, the
Guarantor (i) shall have no right of subrogation against the Borrower or any
entity comprising same by reason of any payments or acts of performance by
Guarantor in compliance with the obligations of Guarantor hereunder; (ii) hereby
waives any right to enforce any remedy which Guarantor now or hereafter shall
have against the Borrower or any entity comprising the same by reason of any one
or more payments or acts of performance in compliance with the obligations of
Guarantor hereunder; and (iii) shall subordinate any liability or indebtedness
of the Borrower or any entity comprising same now or hereafter held by Guarantor
to the obligations of the Borrower under the Loan Documents; provided that
nothing contained herein shall limit the right of the Guarantor to receive any
amount from the Borrower or any entity comprising the same that is not
prohibited by the terms of the Loan Documents.
8. Guarantor hereby represents and warrants on its own behalf to the
Agent with the knowledge that the Agent is relying upon the same, as follows:
(i) as of the date hereof, the Company owns a 99.8% limited
partnership interest in the Borrower and the Company is familiar with the
financial condition of the Borrower;
(ii) as of the date hereof, and after giving effect to the
consummation of the mergers, each Guarantor (other than the Company) is a
subsidiary of the Borrower
(iii) based upon such relationship, Guarantor has determined that it
is in its best interest to enter into this Guaranty;
(iv) this Guaranty is necessary and convenient to the conduct,
promotion and attainment of Guarantor's business, and is in furtherance of
Guarantor's business purposes;
(v) the benefits to be derived by Guarantor from the Borrower's access
to funds made possible by the Loan Documents are at least equal to the
obligations of Guarantor undertaken pursuant to this Guaranty;
(vi) each Guarantor is Solvent and has full corporate, partnership,
limited liability company or trust power, as the case may be, and legal
right to enter into this Guaranty and to perform its obligations under the
terms hereof and (i) Guarantor is organized or formed and validly existing
under the laws of the state of its establishment or formation, (ii)
Guarantor has complied with all provisions of applicable law in connection
with all aspects of this Guaranty, and (iii) the person executing this
Guaranty on behalf of Guarantor has all the requisite power and authority
to execute and deliver this Guaranty; and
(vii) this Guaranty has been duly executed by Guarantor and
constitutes the legal, valid and binding obligation of Guarantor,
enforceable against it in accordance with its terms except as enforce
ability may be limited by applicable insolvency, bankruptcy or other laws
affecting creditors' rights generally or general principles of equity
whether such enforceability is considered in a proceeding in equity or at
law.
9. Guarantor and the Agent acknowledge and agree that this Guaranty is
a guaranty of payment and not of collection and enforcement in respect of any
obligations which may accrue to the Agent and/or the Lenders from the Borrower
under the provisions of any Loan Document.
10. Subject to the terms and conditions of the Credit Agreement, and
only in conjunction with a transfer permitted thereunder, the Agent may assign
any or all of its rights under this Guaranty.
11. Guarantor agrees, upon the written request of the Agent, to
execute and deliver to the Agent, from time to time, any modification or
amendment hereto or any additional instruments or documents reasonably
considered necessary by the Agent or its counsel to cause this Guaranty to be,
become or remain valid and effective in accordance with its terms or in order to
implement more fully the intent of this Guaranty, provided, that, any such
modification, amendment, additional instrument or document shall not increase
Guarantor's obligation's or diminish its rights hereunder and shall be
reasonably satisfactory as to form to Guarantor and to Guarantor's counsel.
12. The representation and warranties of the Guarantor set forth in
this Guaranty shall survive until this Guaranty shall terminate in accordance
with the terms hereof.
13. This Guaranty together with the Credit Agreement and the other
Loan Documents contains the entire agreement among the parties with respect to
the Loans being made to the Borrower simultaneously with the execution and
delivery hereof, and supersedes all prior agreements relating to such Loans and
may not be modified, amended, supplemented or discharged except by a written
agreement signed by Guarantor and the Agent.
14. If all or any portion of any provision contained in this Guaranty
shall be determined to be invalid, illegal or unenforceable in any respect for
any reason, such provision or portion thereof shall be deemed stricken and
severed from this Guaranty and the remaining provisions and portions thereof
shall continue in full force and effect.
15. In order for any demand, request or notice to the respective
parties hereto to be effective, such demand, request or notice shall be given,
in writing, by delivering the same personally or by nationally recognized
overnight courier service or by mailing, by certified or registered mail,
postage prepaid or by telecopying the same, addressed to such party at the
address set forth below or to such other address as may be identified by any
party in a written notice to the others. Any such demand, request or notice sent
as aforesaid shall be deemed to have been received by the party to whom it is
addressed upon delivery, if personally delivered and on the actual receipt
thereof, if sent by certified or registered mail or by telecopier, and when
transmitted, if sent by telex:
If to the
Borrower: 000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxx
Telecopy: (000) 000-0000
If to
Guarantor: Metropolitan Partners LLC
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxx
Telecopy: (000) 000-0000
With Copies of
Notices to the
Borrower or
Guarantor to: Xxxxx & Xxxx LLP
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx X. Xxxxxx, Esq.
Telecopy: (000) 000-0000
If to the Agent: UBS AG, Stamford Branch
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxx
Telecopy: (000) 000-0000
With Copies to: Skadden, Arps, Slate,
Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxxxxx, Esq.
Telecopy: (000) 000-0000
16. This Guaranty shall be binding upon Guarantor and its successors
and assigns and shall inure to the benefit of the Agent and its successors and
assigns.
17. The failure of the Agent to enforce any right or remedy hereunder,
or promptly to enforce any such right or remedy, shall not constitute a waiver
thereof, nor give rise to any estoppel against the Agent, nor excuse Guarantor
from its obligations hereunder. Any waiver of any such right or remedy to be
enforceable against the Agent must be expressly set forth in a writing signed by
the Agent.
18. (i) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.
(ii) Any legal action or proceeding with respect to this Guaranty
and any action for enforcement of any judgment in respect thereof may be brought
in the courts of the State of New York or of the United States of America for
the Southern District of New York, and, by execution and delivery of this
Guaranty, Guarantor hereby accepts for itself and in respect of its property,
generally and unconditionally, the non-exclusive jurisdiction of the aforesaid
courts and appellate courts from any thereof. Guarantor irrevocably consents to
the service of process out of any of the aforementioned courts in any such
action or proceeding by the mailing of copies thereof by registered or certified
mail, postage prepaid, to Guarantor at the address for notices set forth herein.
Guarantor hereby irrevocably waives any objection which it may now or hereafter
have to the laying of venue of any of the aforesaid actions or proceedings
arising out of or in connection with this Guaranty brought in the courts
referred to above and hereby further irrevocably waives and agrees not to plead
or claim in any such court that any such action or proceeding brought in any
such court has been brought in an inconvenient forum. Nothing herein shall
affect the right of the Agent to serve process in any other manner permitted by
law or to commence legal proceedings or otherwise proceed against Guarantor in
any other jurisdiction.
(iii) GUARANTOR AND AGENT BY THEIR EXECUTION HEREOF AND THE
LENDERS ACCEPTANCE HEREOF EACH HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY
AND ALL CLAIMS OR CAUSES OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY.
IT IS HEREBY ACKNOWLEDGED BY GUARANTOR THAT THE WAIVER OF A JURY TRIAL IS A
MATERIAL INDUCEMENT FOR THE AGENT TO ACCEPT THIS GUARANTY AND THAT THE LOANS
MADE BY THE LENDERS ARE MADE IN RELIANCE UPON SUCH WAIVER. GUARANTOR FURTHER
WARRANTS AND REPRESENTS THAT SUCH WAIVER HAS BEEN KNOWINGLY AND VOLUNTARILY
MADE, FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION,
THIS GUARANTY MAY BE FILED BY THE AGENT IN COURT AS A WRITTEN CONSENT TO A
NON-JURY TRIAL.
(iv) Guarantor does hereby further covenant and agree to and with
the Agent that Guarantor may be joined in any action against the Borrower in
connection with the Loan Documents and that recovery may be had against
Guarantor in such action or in any independent action against Guarantor (with
respect to the Guaranteed Obligations), without the Agent first pursuing or
exhausting any remedy or claim against the Borrower or its successors or
assigns. Guarantor also agrees that, in an action brought with respect to the
Guaranteed Obligations in any jurisdiction, it shall be conclusively bound by
the judgment in any such action by the Agent (wherever brought) against the
Borrower or their successors or assigns, as if Guarantor were a party to such
action, even though Guarantor was not joined as parties in such action.
(v) Guarantor hereby agrees to pay all expenses (including,
without limitation, reasonable attorneys' fees and disbursements) which may be
incurred by the Agent in connection with the enforcement of its rights under
this Guaranty, whether or not suit is initiated; provided, however, that such
expenses shall be paid by the Agent if a final judgment in favor of Guarantor is
rendered by a court of competent jurisdiction. Moreover, Guarantor covenants and
agrees to indemnify and save the Agent harmless of and from, and defend it
against, all losses, out-of-pocket costs and expenses, liabilities, damages or
claims arising by reason of Guarantor's failure to perform its obligations
hereunder.
19. Subject to the terms of Section 6 and Section 22 hereof, this
Guaranty shall terminate and be of no further force or effect upon the full
performance and payment of the Guaranteed Obligations hereunder. Upon
termination of this Guaranty in accordance with the terms of this Guaranty, the
Agent promptly shall deliver to Guarantor such documents as Guarantor or
Guarantor's counsel reasonably may request in order to evidence such
termination.
20. All of the Agent's rights and remedies under each of the Loan
Documents or under this Guaranty are intended to be distinct, separate and
cumulative and no such right or remedy therein or herein mentioned is intended
to be in exclusion of or a waiver of any other right or remedy available to the
Agent.
21. Recourse with respect to any claim arising under or in connection
with this Guaranty by the Agent, the Arranger, the Book Manager and the Lenders
shall be limited to the same extent as is provided in Section 4.3(e) of the
Credit Agreement with respect to claims against the Guarantor and the other
parties named therein and the terms, covenants and conditions of Section 4.3(e)
of the Credit Agreement are hereby incorporated by reference as if fully set
forth herein.
22. This Guaranty shall terminate as to any Guarantor (other than the
Company) upon the sale, transfer or other disposition of the real property owned
by such Guarantor (or the general partner of such Guarantor) provided any such
sale, transfer or other disposition is otherwise permitted under the Credit
Agreement and the proceeds thereof are used to prepay the Loans under and to the
extent required by the terms of the Credit Agreement.
IN WITNESS WHEREOF, the undersigned have caused this Guaranty to be
duly executed and delivered as of the date first set forth above.
GUARANTOR:
METROPOLITAN PARTNERS LLC
a Delaware limited liability company
By: /s/ Xxxxxxx Xxxxxx
----------------------------------------------
Name:
Title: Chief Financial Officer
EAST BROADWAY 5151 LIMITED PARTNERSHIP
By: Metropolitan Arizona GP LLC,
its General Partner
By: Metropolitan Operating Partnership, L.P.,
its Managing Member
By: Metropolitan Partners LLC,
its General Partner
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name:
Title: Chief Financial Officer
METROPOLITAN ARIZONA GP LLC,
its General Partner
By: Metropolitan Operating Partnership, L.P.,
its Managing Member
By: Metropolitan Partners LLC,
its General Partner
By: /s/ Xxxxxxx Xxxxxx
-------------------------------------
Name:
Title: Chief Financial Officer
MAITLAND WEST ASSOCIATES LIMITED PARTNER
SHIP
By: Metropolitan Florida GP LLC,
its General Partner
By: Metropolitan Operating Partnership, L.P.,
its Managing Member
By: Metropolitan Partners LLC,
its General Partner
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name:
Title: Chief Financial Officer
5750 ASSOCIATES LIMITED PARTNERSHIP
By: Metropolitan Florida GP LLC,
its General Partner
By: Metropolitan Operating Partnership, L.P.,
its Managing Member
By: Metropolitan Partners LLC,
its General Partner
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name:
Title: Chief Financial Officer
MAITLAND ASSOCIATES, LTD.
By: Metropolitan Florida GP LLC,
its General Partner
By: Metropolitan Operating Partnership, L.P.,
its Managing Member
By: Metropolitan Partners LLC,
its General Partner
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name:
Title: Chief Financial Officer
TOWER MINEOLA LIMITED PARTNERSHIP
By: Metropolitan Florida GP LLC,
its General Partner
By: Metropolitan Operating Partnership, L.P.,
its Managing Member
By: Metropolitan Partners LLC,
its General Partner
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name:
Title: Chief Financial Officer
METROPOLITAN MINEOLA GP LLC,
its General Partner
By: Metropolitan Operating Partnership, L.P.,
its Managing Member
By: Metropolitan Partners LLC,
its General Partner
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name:
Title: Chief Financial Officer
000 0XX XXXXXX, X.X.
By: 000 0xx Xxxxxx XX LLC, its General Partner
By: Metropolitan Operating Partnership, L.P.,
its Managing Member
By: Metropolitan Partners LLC,
its General Partner
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name:
Title: Chief Financial Officer
000 0xx XXXXXX XX LLC
By: Metropolitan Operating Partnership, L.P.,
its Managing Member
By: Metropolitan Partners LLC,
its General Partner
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name:
Title: Chief Financial Officer
100 WALL COMPANY LLC
By: 100 Wall MM LLC, its Managing Member
By: Metropolitan Operating Partnership, L.P.,
its Managing Member
By: Metropolitan Partners LLC,
its General Partner
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name:
Title: Chief Financial Officer
100 WALL MM LLC
By: Metropolitan Operating Partnership, L.P.,
its Managing Member
By: Metropolitan Partners LLC,
its General Partner
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name:
Title: Chief Financial Officer
METROPOLITAN FLORIDA GP LLC,
its General Partner
By: Metropolitan Operating Partnership, L.P.,
its Managing Member
By: Metropolitan Partners LLC,
its General Partner
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name:
Title: Chief Financial Officer
AGENT:
UBS AG, STAMFORD BRANCH,
as Administrative Agent
By: /s/ Xxxxxxx Xxxx
--------------------------
Name:
Title: Executive Director
By: /s/ Xxxxxxx Xxxx
--------------------------
Name:
Title: Executive Director
