LOAN AGREEMENTLoan Agreement • November 23rd, 2004 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts
This agreement (“Loan Agreement” or “Agreement”) is made and entered into as of the 18th day of November, 2004, by and between FT-FIN ACQUISITION LLC, a Delaware limited liability company having an address c/o First Union Real Estate Equity and Mortgage Investments, 7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114 (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 127 Public Square, Cleveland, Ohio 44114, NEWSTAR CP FUNDING LLC, a Delaware limited liability company, having an address c/o Newstar Financial, Inc., 101 Federal Street, Suite 1900, Boston, MA 02110, and the other lending institutions which are, or may become, parties to this Agreement pursuant to Section 13.22 (singly and collectively, the “Lenders”), KEYBANK NATIONAL ASSOCIATION, a national banking association, with a place of business at 127 Public Square, Cleveland, Ohio 44114, as agent for itself and such other lending institutions (the “Agent”), a
OWNERSHIP INTEREST PLEDGE AND SECURITY AGREEMENTOwnership Interest Pledge and Security Agreement • November 23rd, 2004 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts
WHEREAS, pursuant to that certain Loan Agreement dated as of November , 2004 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) entered into by and among the Borrower, the Agent and the Lenders, the Agent and the Lenders have agreed to make a loan to the Borrower in the aggregate principal amount of $53,000,000.00 (the “Loan”), upon the terms and subject to the conditions set forth therein.
INDEMNITY AGREEMENT REGARDING HAZARDOUS MATERIALSIndemnity Agreement • November 23rd, 2004 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • Massachusetts
This indemnity agreement (“Indemnity Agreement”), dated as of November 18, 2004, is given pursuant to the terms and conditions of the Loan Agreement dated as of even date captioned “Loan Agreement” (the “Loan Agreement”) among FT-FIN ACQUISITION LLC, a Delaware limited liability company (“Borrower”), KEYBANK NATIONAL ASSOCIATION, a national banking association having an address at 101 Federal Street, Boston, Massachusetts, and the other lending institutions which become parties to the Loan Agreement (KEYBANK NATIONAL ASSOCIATION and such other lending institutions which become parties to the Loan Agreement are collectively referred to as the “Lenders” and individually as the “Lender”), and KEYBANK NATIONAL ASSOCIATION, as Agent (the “Agent”). All capitalized terms used in this Indemnity Agreement which are not otherwise specifically defined herein shall have the same meaning herein as in the Loan Agreement.
OPEN-END LEASEHOLD MORTGAGE AND SECURITY AGREEMENT This is an Open-End Leasehold Mortgage and secures future advances pursuant to 42 PA C.S.A. §§§ 8143 and 8144, act. No. 126 of 1990.Open-End Leasehold Mortgage and Security Agreement • November 23rd, 2004 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts
This Mortgage (as defined below) is an “Open-End Mortgage” as set forth in 42 PA. C.S.A. § 8143 and secures all obligations by the Guaranty (as defined below), plus accrued and unpaid interest, which obligations include, but are not limited to, advances for the payment of taxes and municipal assessments, maintenance charges, insurance premiums, costs incurred for the protection of the Property or the lien of this Mortgage, expenses incurred by Agent by reason of any Default or circumstance, which with the passage of time, or giving of notice, or both, would constitute a Default, including, without limitation, legal fees and costs, and advances for construction, alteration or renovation on the Property, together with all other sums due hereunder or secured hereby.
GUARANTYGuaranty • November 23rd, 2004 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • Massachusetts
GUARANTY, dated as of November 18, 2004 (the “Guaranty”), by FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS, an Ohio business trust (the “Guarantor”), in favor of KEYBANK NATIONAL ASSOCIATION, a national banking association having an address at 101 Federal Street, Boston, Massachusetts 02110, as the agent (KEYBANK NATIONAL ASSOCIATION, in such capacity as the agent, hereinafter referred to as the “Agent”) for a syndicate of Lenders (singly and collectively, the “Lenders”) as specifically provided in the Loan Agreement (as defined below).
