AGREEMENT AND PLAN OF MERGER Dated as of February 17, 2012 by and among CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED, CPA 15 HOLDCO, INC., CPA 15 MERGER SUB INC., W. P. CAREY & CO. LLC, W. P. CAREY REIT, INC. and, for the limited purposes set forth...Merger Agreement • February 21st, 2012 • W P Carey & Co LLC • Real estate • Maryland
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 17, 2012, by and among Corporate Property Associates 15 Incorporated, a Maryland corporation (“CPA15” ), CPA 15 Holdco, Inc., a Maryland corporation and a wholly-owned subsidiary of CPA 15 (“CPA 15 Holdco”), W. P. Carey & Co. LLC, a Delaware limited liability company and the ultimate parent of the external manager of CPA15 (“W. P. Carey”), W. P. Carey REIT, Inc., a Maryland corporation and a wholly-owned subsidiary of W. P. Carey (“NewCo REIT”), CPA 15 Merger Sub Inc., a Maryland corporation and an indirect subsidiary of NewCo REIT (“Merger Sub”), and, for the limited purposes set forth in Section 4.3, Carey Asset Management Corp. (“CAM”) and W. P. Carey & Co. B.V. (“Foreign Subsidiary”), each a subsidiary of W. P. Carey.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 17, 2012 among Certain Subsidiaries of W.P. CAREY & CO. LLC identified herein, as Borrowers W.P. CAREY & CO. LLC, as Guarantor BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender...Credit Agreement • February 21st, 2012 • W P Carey & Co LLC • Real estate • New York
The Company hereby represents and warrants that the conditions specified in Sections 4.03(a), (b), (e) and (f) shall be satisfied on and as of the date of the proposed Credit Extension.
