FOURTH OMNIBUS AMENDMENT AND REAFFIRMATION OF LOAN DOCUMENTS
Exhibit 10.5
FOURTH OMNIBUS AMENDMENT AND REAFFIRMATION OF LOAN DOCUMENTS
THIS FOURTH OMNIBUS AMENDMENT AND REAFFIRMATION OF LOAN DOCUMENTS (this “Amendment”) is dated as of the 22nd day of September, 2011 (the “Effective Date”) by and among TNP SRT SECURED HOLDINGS, LLC, a Delaware limited liability company (“Lead Borrower”), TNP SRT XXXXXX MARKETPLACE, LLC, a Delaware limited liability company (“Xxxxxx Borrower”), TNP SRT SAN JACINTO, LLC, a Delaware limited liability company (“San Jacinto Borrower”), TNP SRT XXXXX PROMENADE, LLC, a Delaware limited liability company (“Xxxxx Borrower”), TNP SRT NORTHGATE PLAZA TUCSON, LLC, a Delaware limited liability company (“Northgate Borrower”, TNP SRT PINEHURST EAST, LLC, a Delaware limited liability company (“Pinehurst Borrower”, and collectively with Lead Borrower, Xxxxxx Borrower, San Jacinto Borrower, Xxxxx Borrower and Northgate Borrower, the “Original Borrower”), TNP STRATEGIC RETAIL TRUST, INC., a Maryland corporation (the “REIT”), TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the “OP”, and collectively with the REIT, the “Guarantors” and individually, a “Guarantor”), TNP SRT TOPAZ MARKETPLACE, LLC, a Delaware limited liability company (the “Topaz Borrower”, and together with the Original Borrower, the “Borrower”, and together with the Guarantors, the “Credit Parties” and individually, a “Credit Party”), and KEYBANK NATIONAL ASSOCIATION, a national banking association having a principal place of business at 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, as agent (in such capacity, “Agent”) for itself and any other lenders who become lenders under the Credit Agreement (as hereinafter defined) collectively referred to as “Lenders” and each individually referred to as a “Lender”). Each Credit Party has an address at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000.
Witnesseth That:
WHEREAS, the Borrower, the Agent and the Lenders are parties to that certain Revolving Credit Agreement dated as of December 17, 2010, as amended by that certain Joinder Agreement and that certain First Omnibus Amendment and Reaffirmation of Loan Documents dated as of March 30, 2011, as further amended by that certain Letter Agreement dated as of March 31, 2011, as further amended by that certain Joinder Agreement and that certain Second Omnibus Amendment and Reaffirmation of Loan Documents dated as of May 20, 2011, as further amended by that certain Joinder Agreement, that certain Third Omnibus Amendment and Reaffirmation of Loan Documents dated as of May 26, 2011, those certain Letter Agreements dated as of June 30, 2011, August 23, 2011 and August 25, 2011 and as further amended by that certain Joinder Agreement of even date herewith (as amended, restated and/or modified from time to time, the “Credit Agreement”), pursuant to which, among other things, the Lenders agreed to provide to the Borrower a revolving credit facility in the maximum principal amount of $35,000,000, and which obligations of the Borrower to the Agent and Lenders under the Credit Agreement are evidenced by, among other things, that certain Revolving Credit Note dated as of December 17, 2010 by the Borrower in favor of the Lenders in the original principal amount of $35,000,000, as temporarily increased to $38,000,000 by that certain Amendment to Revolving
Topaz Marketplace
Hesperia, San Bernardino County, California
RPV 1151750.6
Credit Note dated as of May 26, 2011 and as further temporarily increased pursuant to that certain Second Amendment to Revolving Credit Note of even date herewith (as amended, restated and/or modified from time to time, the “Note”), and are secured by, among other things, (a) that certain Pledge and Security Agreement dated as of December 17, 2010 by Lead Borrower in favor of the Agent for the benefit of the Lenders (as amended, restated and/or modified from time to time, the “Borrower Pledge Agreement”), (b) that certain Pledge and Security Agreement dated as of December 17, 2010 by the REIT in favor of the Agent for the benefit of the Lenders (as amended, restated and/or modified from time to time, the “REIT Pledge Agreement”), (c) that certain Pledge and Security Agreement dated as of December 17, 2010 by the OP in favor of the Agent for the benefit of the Lenders, as amended by that certain Partial Release and First Amendment to Pledge and Security Agreement dated as of May 20, 2011 (as further amended, restated and/or modified from time to time, the “OP Pledge Agreement”), and (d) that certain Guaranty Agreement dated as of December 17, 2010 by the Guarantors in favor of the Agent for the benefit of the Lenders (as amended, restated and/or modified from time to time, the “Guaranty”);
WHEREAS, pursuant to that certain Joinder Agreement of even date herewith, the Topaz Borrower has been joined to the Credit Agreement and the other Loan Documents as a Borrower;
WHEREAS, in accordance with the terms and provisions of the Credit Agreement and the related Loan Documents, the Borrower, from time to time, may acquire Mortgaged Properties, Approved Properties and/or direct or indirect Equity Interests in various Entities;
WHEREAS, in connection with the acquisition of each Mortgaged Property, Approved Property and/or Equity Interests in an Entity, the Borrower has agreed to amend and supplement certain of the provisions, exhibits and schedules attached to the Credit Agreement and related Loan Documents;
WHEREAS, the Lead Borrower holds 100% of the Equity Interests in and to the Topaz Borrower;
WHEREAS, pursuant to that certain Real Estate Purchase Agreement and Escrow Instructions dated as of April 29, 2011 (as amended from time to time) between the Topaz Borrower (as assignee of TNP Acquisitions, LLC) and Hesperia-Main Street, LLC (the “Topaz Seller”) and Lawyers Title Company, as escrow agent, the Topaz Seller has agreed to sell, transfer and convey to the Topaz Borrower, all of the Topaz Seller’s right, title and interest in and to the real property and improvements situated in the City of Hesperia, County of San Bernardino, State of California and commonly known as “Topaz Marketplace” (the “Topaz Property”);
WHEREAS, in connection with the acquisition of the Topaz Property, the Borrower has requested the Topaz Loan (as hereinafter defined) and certain amendments to the provisions of the Loan Documents, and the Agent and Lender have agreed to provide the Topaz Loan and to make such amendments to the Loan Documents, all upon the terms and provisions more particularly set forth in this Amendment.
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NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby amend the Loan Documents and agree as follows:
1. Recitals and Definitions. The foregoing recitals are hereby incorporated by reference as if set forth at length herein. Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Credit Agreement.
2. Topaz Loan. As of the date hereof, the Original Borrower has requested an advance in the original principal amount of Eight Million and No/100 Dollars ($8,000,000) (the “Topaz Loan”), which Topaz Loan will be used by the Original Borrower (and/or the Topaz Borrower) to fund a portion of the costs and expenses related to the acquisition of the Topaz Property. In connection with the Topaz Loan, the Topaz Borrower has agreed to (x) assume, on a joint and several basis, the obligations of the Original Borrower under the Loan Documents, all upon the terms and conditions set forth in this Amendment and (y) to provide certain additional documentation to secure the obligations of the Original Borrower, the Topaz Borrower and the Obligors under the Loan Documents.
For the avoidance of doubt, and for all other purposes of the Loan Documents, (a) the Topaz Loan shall constitute an “Obligation” and a “Loan” under the terms and provisions of the Credit Agreement and the Loan Documents, and shall be secured by, and be entitled to the benefits of, the Security Documents (as such term is supplemented in this Amendment), the Loan Documents and any other document and agreement executed in connection with any of the foregoing, and (b) the Topaz Property shall be deemed a “Mortgaged Property”, an “Approved Property” and a “Funded Approved Property” for purposes of the Credit Agreement and the Loan Documents.
3. Conditions Precedent to Topaz Loan. The Borrower agrees to deliver to the Agent the following, and acknowledges and agrees that the funding of the Topaz Loan is subject to satisfaction of the following conditions precedent, as determined by Agent in its reasonable discretion:
(a) The Mortgaged Property Requirements and the Approved Property Requirements shall have been satisfied.
(b) The Agent and Majority Lenders shall have approved the Topaz Property as a Mortgaged Property and the Agent shall have approved the Topaz Property as an Approved Property, each in their sole discretion.
(c) Agent shall have received evidence that Borrower has invested cash equity in the aggregate of at least Five Million Five Hundred Thousand and No/100 Dollars ($5,500,000.00) in the Topaz Property.
(d) Borrower shall have paid (i) Agent’s legal fees and all other of Agent’s reasonable costs, fees and expenses incurred in connection with the making of the Topaz Loan and (ii) all other costs and expenses incurred in connection with the closing of the acquisition of the Topaz Property.
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(e) Agent shall have received all of the other documents listed in the closing checklist supplied by Agent to Borrower with respect to the Topaz Loan except for certain items which are listed on Exhibit A of the Open Items Letter being executed as of even date and which must be supplied to and approved by Agent by the dates stated on the Open Items Letter.
(f) No Default or Event of Default shall have occurred and be continuing under the terms and provisions of this Amendment, the Credit Agreement, the Note, or of any of the Loan Documents.
(g) Agent shall have received such other documents and certificates as Agent may reasonably request from Borrower, any Guarantor, and any other Person, in form and content satisfactory to Agent.
4. Additional Amendments to the Credit Agreement. As of the Effective Date, each of the Credit Parties and the Agent agree that:
(a) The last sentence of the definition of “Commitment” is hereby amended to read as follows:
“The initial aggregate amount of the Lenders’ Commitments is $35,000,000, provided, however, that (i) as of the Third Amendment Effective Date, the Commitment is being temporarily increased to $38,000,000 (the “First Temporary Increase”) and (ii) as of the Fourth Amendment Effective Date, the Commitment is being further temporarily increased to $45,000,000 (the “Second Temporary Increase”, and collectively with the First Temporary Increase, the “Temporary Increase”).”
(b) The definition of “Default Rate” is hereby added to Section 1.01 of the Credit Agreement as follows:
“Default Rate” means the interest rate described in Section 2.10(c).
(c) The definition of “Fourth Amendment Effective Date” is hereby added to Section 1.01 of the Credit Agreement as follows:
“Fourth Amendment Effective Date” means September 22, 2011.
(d) The definition of “Third Amendment Effective Date” is hereby added to Section 1.01 of the Credit Agreement as follows:
“Third Amendment Effective Date” means May 26, 2011.
(e) The definition of “Topaz Acquisition Fee” is hereby added to Section 1.01 of the Credit Agreement as follows:
“Topaz Acquisition Fee” means that certain acquisition fee payable by TNP REIT to TNP Strategic Retail Advisor, LLC in connection with the acquisition of the Topaz Property, in an amount not to exceed $337,500.”
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(f) The definition of “Tranche A Commitment” is hereby amended in its entirety to read as follows:
“Tranche A Commitment” means, with respect to each Tranche A Lender, the commitment of such Tranche A Lender to make Tranche A Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Tranche A Lender’s Tranche A Exposure hereunder, as such commitment may be reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Tranche A Lender’s Tranche A Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Tranche A Lender shall have assumed its Tranche A Commitment, as applicable. The initial aggregate amount of the Tranche A Lenders’ Tranche A Commitments is $25,000,000, which amount increased to $30,000,000 on February 15, 2011, was temporarily increased to $38,000,000 on the Third Amendment Effective Date, shall further increase to $45,000,000 on the Fourth Amendment Effective Date, shall decrease to $43,000,000 on October 25, 2011 and, at all times following the Fourth Amendment Effective Date shall decrease on a dollar-for-dollar basis as payments are made with respect to the Temporary Increase as provided in Section 2.06(e) and Section 2.08(d) below until reduced to $35,000,000.”
(g) The Commitment of KeyBank as reflected on Schedule 2.01 is hereby changed to $45,000,000, but shall reduce as the Temporary Increase is repaid down to $35,000,000.
(h) Section 2.06(e) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“(e) On or about the Third Amendment Effective Date, the First Temporary Increase was funded to the Borrower, and as of the Fourth Amendment Effective Date, the Second Temporary Increase shall be available to the Borrower. The Temporary Increase (i) shall be reduced on or prior to October 25, 2011 by an amount necessary to reduce the Tranche A Commitment to $43,000,000, at which time any amounts outstanding in excess of $43,000,000 shall be due and payable in full and (ii) shall otherwise remain in effect until December 22, 2011, at which time any amounts outstanding in excess of $35,000,000 shall be due and payable in full, in each case with no further notice or demand by Agent being required therefor. Amounts repaid under the Temporary Increase may not be reborrowed.”
(i) Section 2.07(a)(i) is hereby amended to read as follows:
“(i) to the Agent for the account of each Tranche A Lender the then unpaid principal amount of each Tranche A Loan on the Tranche A Maturity Date, except that the Temporary Increase must be reduced in accordance with Section 2.06(e) and paid in full on or before December 22, 2011,”
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(j) Section 2.08(d) is hereby amended to read as follows:
“(d) Borrower and TNP REIT shall apply one hundred percent (100%) of the Net Proceeds to repay the amounts outstanding under the Temporary Increase until the amounts outstanding under the Temporary Increase have been repaid in full, subject to the exceptions set forth in Section 5.18. In addition, unless otherwise approved in writing by Lender, Borrower and TNP REIT shall apply 100% of the Net Proceeds of the sale or refinancing of a Real Property to repay the amounts outstanding under the Temporary Increase.”
(k) Section 2.08 is hereby amended to add a new subsection as follows:
“(g) If any new Commitments are received from any Lender other than KeyBank at a time when there is any amount of the Temporary Increase outstanding, then the proceeds of any Loans made from such Commitment shall be used first to reduce the amount of the KeyBank Commitment until the amounts outstanding under the Temporary Increase have been repaid in full, and such proceeds shall be so applied before any Net Proceeds are applied to any further reduction of the Temporary Increase pursuant to Section 2.08(d).”
(l) Section 2.09 is hereby amended to add the following new subsections (f) and (g):
“(f) Borrower shall pay to KeyBank a $20,000 fee in connection with making the Topaz Loan available. This fee shall be paid at the same time that the Topaz Loan is advanced.
(g) Borrower shall pay to KeyBank a $160,000 exit fee in the event that the Borrower obtains any replacement financing on the Topaz Property other than a commercial mortgage backed security loan from KeyBank or its Affiliates. Such exit fee shall be due and payable simultaneously with the closing of such replacement financing.”
(m) Section 5.18(b) is hereby amended and restated in its entirety to read as follows:
“(b) Prior to the date when the Temporary Increase has been repaid in full, the Net Proceeds of the Equity Issuances by TNP REIT shall be used in accordance with Section 2.08(d), or as permitted by Section 2.17, provided, however, that (i) upon the Agent’s reasonable approval, Borrower may use a portion of such Net Proceeds to fund operating expenses incurred in the ordinary course of business to cover short term timing differences between the receipt of revenues and such operating expenses; (ii) Borrower or TNP REIT may use a portion of such Net Proceeds to fund the Topaz Acquisition Fee; (iii) to the extent that Borrower has identified Real Property for acquisition and a definitive purchase and sale agreement has been executed with respect thereto, Borrower may fund the Net Proceeds of the Equity Issuances by TNP REIT into the Property Acquisition Escrow Account up to an amount equal to Borrower’s pro forma equity contribution required to close such acquisition, subject to the following: (A) the Property Acquisition Escrow Account shall be held at KeyBank and pledged as Collateral; (B) Agent shall release funds held in the
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Property Acquisition Escrow Account for the purchase price, costs, expenses and other amounts paid in connection with such acquisitions upon the Borrower’s written request; and (C) Borrower may fund such Net Proceeds into the Property Acquisition Escrow Account in connection with no more than two (2) acquisitions at any time; and (iv) following the occurrence and during the continuance of an Event of Default, the Net Proceeds of any Equity Issuance shall, in the sole discretion of the Agent, be funded into the Distribution Account and Agent shall apply all amounts received to the Obligations.”
(n) Schedules 3.05, 3.15, 5.12(a), 5.12(b), and 6.01 to the Credit Agreement are hereby amended and restated in their entirety by the corresponding Schedules attached to this Amendment, which information is true, correct and complete as of the Effective Date.
5. Additional Amendment to the Borrower Pledge Agreement. Contemporaneous with the execution and delivery of this Amendment, the Lead Borrower is executing and delivering to the Agent a certain Pledge Agreement Addendum (as defined in the Borrower Pledge Agreement) to the Borrower Pledge Agreement. As of the Effective Date, each of the Credit Parties and the Agent agree that Exhibit A to the Borrower Pledge Agreement is hereby amended and supplemented to add thereto the Equity Interests described and set forth in said Pledge Agreement Addendum.
6. Additional Amendment to the Subordination of Management Fees. The Agent, Borrower and Creditors hereby agree as follows
(a) The definition of “Borrower” as set forth in the Subordination of Management Fees shall at all times have the meaning given to such term in the Credit Agreement.
(b) The definition of “Subordinate Agreement” is hereby amended in its entirety to read as follows: “any and all property or asset management agreements, advisory fee agreements and other similar agreements by and between a Creditor and one or more Borrowers, each as may be amended from time to time, including, without limitation, those agreements listed on Exhibit A attached hereto.”
(c) Capitalized terms used in this Section 6 and not defined in the Credit Agreement shall have the meanings specified in the Subordination of Management Fees.
7. Representations and Warranties. Each Credit Party represents and warrants to the Agent and Lenders as follows:
(a) The representations and warranties of the Credit Parties as set forth in the Credit Agreement and each Loan Document are hereby confirmed, affirmed and ratified by each of the Credit Parties (including, without limitation, the Pinehurst Borrower), and each Credit Party confirms and affirms that each such representation and warranty is true and correct in all material respects as of the Effective Date, including with respect to the Topaz Borrower and the Topaz Property.
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(b) The Mortgaged Property Requirements and Approved Property Requirements are satisfied with respect to the Topaz Property, the Topaz Borrower and the Topaz Loan, as applicable, except as otherwise set forth in the Open Items Letter dated as of the Effective Date.
(c) The transactions contemplated by this Amendment are within the corporate, partnership or limited liability company powers (as applicable) of the respective Credit Parties and have been duly authorized by all necessary corporate, partnership or limited liability company action. This Amendment and the documents executed in connection herewith have been duly executed and delivered by each Credit Party which is a party thereto and constitute the legal, valid and binding obligation of each such Person, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(d) The transactions contemplated by this Amendment (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or which shall be completed at the appropriate time for such filings under applicable securities laws, (b) will not violate, to the Credit Parties’ knowledge, any applicable law, regulation or order of any Governmental Authority to the extent that such violation could reasonably be expected to have a Material Adverse Effect, (c) will not violate the charter, by-laws or other organizational documents of any Credit Party or any of the Borrower’s Subsidiaries, (d) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Credit Party or any of the Borrower’s Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Credit Party or any of the Borrower’s Subsidiaries to the extent that such violation, default or right to require payment could reasonably be expected to have a Material Adverse Effect, and (e) will not result in the creation or imposition of any Lien on any Collateral, except pursuant to the Deeds of Trust and the Pledge Agreements.
(e) No Event of Default has occurred and is continuing or would result by the execution of this Amendment which constitutes an Event of Default under the Credit Agreement or any Loan Document or would constitute such an Event of Default but for the requirement that notice be given or time elapse or both.
8. References in Loan Documents. All references in any of the Loan Documents to the “Credit Agreement”, the “Note”, the “Guaranty”, the “Borrower Pledge Agreement”, the “REIT Pledge Agreement”, the “OP Pledge Agreement”, or to the “Loan Documents”, shall, from and after the Effective Date be deemed to mean and refer to the Credit Agreement, the Note, the Guaranty, the Borrower Pledge Agreement, the REIT Pledge Agreement, the OP Pledge Agreement, and each other Loan Document (as applicable) as amended and affected by this Amendment. This Amendment shall be deemed to be a “Loan Document” for the purposes of the Credit Agreement and the other Loan Documents.
9. Ratification by the Credit Parties.
(a) Each Credit Party hereby ratifies, affirms and confirms the Loan Documents (as modified by this Amendment), and acknowledges and agrees that the Loan Documents (as
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modified by this Amendment) remain in full force and effect and are enforceable against such Credit Party and against the Collateral described therein in accordance with their respective terms. Each Credit Party hereby further acknowledges and agrees that, as of the Effective Date, the Loan Documents, as amended by this Amendment, are not subject to any defenses, rights of setoff, claims or counterclaims that might limit the enforceability thereof, the obligations created and evidenced thereby or the terms and provisions thereof.
(b) In furtherance of the provisions of subsection (a) above, and not in limitation or derogation thereof, by its execution of this Amendment, each Guarantor hereby (i) acknowledges and consents to the terms and provisions of this Amendment; (ii) ratifies, affirms and confirms the Guaranty; (iii) agrees that the Guaranty is and shall remain in full force and effect and that the terms and provisions of the Guaranty cover and pertain to the Guaranteed Obligations (as defined in the Guaranty), Notes, Credit Agreement and other Loan Documents; (iv) acknowledges that there are no claims or offsets against, or defenses or counterclaims to, the terms and provisions of the Guaranty or other obligations created and evidenced by the Guaranty; and (v) certifies that the representations and warranties contained in the Guaranty, the Credit Agreement, and the other Loan Documents with respect to each Guarantor remain the true and correct representations and warranties of such Guarantor as of the Effective Date.
10. Security and Liens. All Obligations of the Credit Parties under the Loan Documents, each as amended by this Amendment, shall be secured by and be entitled to the benefits of, and the Collateral shall remain in all respects subject to the liens, charges and encumbrances of, the Loan Documents, and nothing herein contained, and nothing done pursuant hereto or in connection herewith shall affect or be construed to affect the liens, charges or encumbrances or conveyances effected thereby or the priority thereof or to release or affect the liability of any party or parties whomsoever may now, or hereafter be, liable on account of the Obligations.
11. No Waiver. This Amendment is only a modification of the Loan Documents and is not intended to, and shall not be construed to, effect a novation of any Loan Document, or to constitute a modification of, or a course of dealing at variance with, the Loan Documents (each as amended by this Amendment), such as to require further notice by Lenders or Agent to require strict compliance with the terms the other Loan Documents in the future.
12. Release; Set-off. Each Credit Party hereby unconditionally releases and forever discharges Agent, each Lender and their respective officers, directors, shareholders, and employees from any and all claims, demands, causes of action, expenses, losses and other damages of whatever kind, whether known or unknown, liquidated or unliquidated, at law or in equity, that exists as of the Effective Date in connection with the Credit Agreement, the Loan Documents and any other documents relating thereto.
13. Miscellaneous.
(a) All costs and expenses of Agent, including, without limitation, appraisal fees and reasonable attorney’s fees of counsel to Agent relating to the negotiation, preparation, execution and delivery of this Amendment and all instruments, agreements and documents contemplated hereby, shall be the responsibility of Borrower.
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(b) This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts applicable to contracts made and performed within such state.
(c) This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute one agreement binding on the parties hereto, notwithstanding that all parties are not signatories to the same counterpart.
(d) Delivery of an executed signature page of this Amendment by facsimile transmission or by means of electronic mail (in so-called “pdf”, “TIF” or any similar format) shall be effective as an in-hand delivery of an original executed counterpart hereof.
[The Next Page is the Signature Page]
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IN WITNESS WHEREOF, the Credit Parties, the Agent and the Lenders have caused this Amendment to be duly executed by their respective duly authorized officers, as an instrument under seal, as of the date and year first above written.
| BORROWERS: | TNP SRT SECURED HOLDINGS, LLC, a Delaware limited liability company | |||||||||
| By: | TNP Strategic Retail Operating Partnership, LP, its sole member | |||||||||
| By: | TNP Strategic Retail Trust, Inc., its general partner | |||||||||
| By: | /s/ Xxxxx Xxxxxxx | |||||||||
| Print Name: Xxxxx Xxxxxxx | ||||||||||
| Title: CFO | ||||||||||
| TNP SRT XXXXXX MARKETPLACE, LLC, a Delaware limited liability company | ||||||||||
| By | TNP SRT Secured Holdings, LLC, a Delaware limited liability company, its Sole Member | |||||||||
| By: | TNP Strategic Retail Operating Partnership, LP, a Delaware limited partnership, its Sole Member | |||||||||
| By: | TNP Strategic Retail Trust, Inc., a Maryland corporation, its General Partner | |||||||||
| By: | /s/ Xxxxx Xxxxxxx | |||||||||
| Print Name: Xxxxx Xxxxxxx | ||||||||||
| Title: CFO | ||||||||||
(Signatures continued on next page.)
[Signature Page to Fourth Omnibus Amendment/Topaz Marketplace]
| TNP SRT SAN JACINTO, LLC, a Delaware limited liability company | ||||||
| By | TNP SRT Secured Holdings, LLC, a Delaware limited liability company, its Sole Member | |||||
| By: | TNP Strategic Retail Operating Partnership, LP, a Delaware limited partnership, its Sole Member | |||||
| By: | TNP Strategic Retail Trust, Inc., a Maryland corporation, its General Partner | |||||
| By: | /s/ Xxxxx Xxxxxxx | |||||
| Print Name: Xxxxx Xxxxxxx | ||||||
| Title: CFO | ||||||
| TNP SRT XXXXX PROMENADE, LLC, a Delaware limited liability company | ||||||||
| By | TNP SRT Secured Holdings, LLC, a Delaware limited liability company, its Sole Member | |||||||
| By: | TNP Strategic Retail Operating Partnership, LP, a Delaware limited partnership, its Sole Member | |||||||
| By: | TNP Strategic Retail Trust, Inc., a Maryland corporation, its General Partner | |||||||
| By: | /s/ Xxxxx Xxxxxxx | |||||||
| Print Name: Xxxxx Xxxxxxx | ||||||||
| Title: CFO | ||||||||
(Signatures continued on next page.)
[Signature Page to Fourth Omnibus Amendment/Topaz Marketplace]
| TNP SRT NORTHGATE PLAZA TUCSON, LLC, a Delaware limited liability company | ||||||||
| By | TNP SRT Secured Holdings, LLC, a Delaware limited liability company, its Sole Member | |||||||
| By: | TNP Strategic Retail Operating Partnership, LP, a Delaware limited partnership, its Sole Member | |||||||
| By: | TNP Strategic Retail Trust, Inc., a Maryland corporation, its General Partner | |||||||
| By: | /s/ Xxxxx Xxxxxxx | |||||||
| Print Name: Xxxxx Xxxxxxx | ||||||||
| Title: CFO | ||||||||
| TNP SRT PINEHURST EAST, LLC, a Delaware limited liability company | ||||||||
| By | TNP SRT Secured Holdings, LLC, a Delaware limited liability company, its Sole Member | |||||||
| By: | TNP Strategic Retail Operating Partnership, LP, a Delaware limited partnership, its Sole Member | |||||||
| By: | TNP Strategic Retail Trust, Inc., a Maryland corporation, its General Partner | |||||||
| By: | /s/ Xxxxx Xxxxxxx | |||||||
| Print Name: Xxxxx Xxxxxxx | ||||||||
| Title: CFO | ||||||||
(Signatures continued on next page.)
[Signature Page to Fourth Omnibus Amendment/Topaz Marketplace]
| TNP SRT TOPAZ MARKETPLACE, LLC, a Delaware limited liability company | ||||||||
| By | TNP SRT Secured Holdings, LLC, a Delaware limited liability company, its Sole Member | |||||||
| By: | TNP Strategic Retail Operating Partnership, LP, a Delaware limited partnership, its Sole Member | |||||||
| By: | TNP Strategic Retail Trust, Inc., a Maryland corporation, its General Partner | |||||||
| By: | /s/ Xxxxx Xxxxxxx | |||||||
| Print Name: Xxxxx Xxxxxxx | ||||||||
| Title: CFO | ||||||||
| AGENT AND MAJORITY LENDER: |
KEYBANK NATIONAL ASSOCIATION, as Agent and Lender | |||||||
| By: | /s/ Xxxxxxxxxxx X. Xxxx | |||||||
| Xxxxxxxxxxx X. Xxxx, Senior Relationship Manager | ||||||||
| GUARANTORS and | ||||||||
| OBLIGORS: | TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, LP, a Delaware limited partnership | |||||||
| By: | TNP Strategic Retail Trust, Inc., its general partner | |||||||
| By: | /s/ Xxxxx Xxxxxxx | |||||||
| Print Name: Xxxxx Xxxxxxx | ||||||||
| Title: CFO | ||||||||
| TNP STRATEGIC RETAIL TRUST, INC., a Maryland corporation | ||||||||
| By: | /s/ Xxxxx Xxxxxxx | |||||||
| Print Name: Xxxxx Xxxxxxx | ||||||||
| Title: CFO | ||||||||
[Signature Page to Fourth Omnibus Amendment/Topaz Marketplace]
(Signatures continued on next page.)
| SUBORDINATE CREDITORS | ||||||
| (for Section 6 only): | TNP PROPERTY MANAGER, LLC, a Delaware limited liability company | |||||
| By: | Xxxxxxxx National Properties, LLC, a Delaware limited liability company, its manager | |||||
| By: | /s/ Xxxxx Xxxxxxx | |||||
| Print Name: Xxxxx Xxxxxxx | ||||||
| Title: CFO | ||||||
| TNP STRATEGIC RETAIL ADVISOR, LLC, a Delaware limited liability company | ||||||
| By: | Xxxxxxxx National Properties, LLC, a Delaware limited liability company, its manager | |||||
| By: | /s/ Xxxxx Xxxxxxx | |||||
| Print Name: Xxxxx Xxxxxxx | ||||||
| Title: CFO | ||||||
[Signature Page to Fourth Omnibus Amendment/Topaz Marketplace]
Schedule 3.05
Flood Zones; Earthquake or Seismic Areas
| Flood Zone | EQ Zone | Wind Zone | ||||||
| San Jacinto Esplanade |
X Shaded | 1 | N/A | |||||
| Xxxxxx Marketplace |
X Shaded | E | N/A | |||||
| Xxxxx Promenade |
X | 2b | N/A | |||||
| Northgate Plaza Shopping Center |
X | 0x | X/X | |||||
| Xxxxxxxxx Xxxxxx Xxxx |
X | 0 | N/A | |||||
| Topaz Marketplace |
X | 4 | N/A | |||||
Schedule 3.15
Subsidiaries
The following are the Subsidiaries of TNP Strategic Retail Trust, Inc. as of the date of this Agreement:
TNP Strategic Retail Operating Partnership, LP
TNP SRT Secured Holdings, LLC
TNP SRT Xxxxxx Marketplace, LLC
TNP SRT San Jacinto, LLC
TNP SRT Waianae Mall, LLC
TNP SRT Northgate Plaza Tucson, LLC
TNP SRT Xxxxx Promenade, LLC
TNP SRT Pinehurst East, LLC
TNP SRT Topaz Marketplace, LLC
Schedule 5.12(a)
Mortgaged Property Pool
San Jacinto Esplanade, San Jacinto, California
Xxxxxx Marketplace, Xxxxxx, California
Xxxxx Promenade, North Las Vegas, Nevada
Northgate Plaza Shopping Center, Tucson, Arizona
Pinehurst Square East, Bismarck, North Dakota
Topaz Marketplace, Hesperia, California
Schedule 5.12(b)
Approved Property Pool
San Jacinto Esplanade, San Jacinto, California
Xxxxxx Marketplace, Xxxxxx, California
Northgate Plaza Shopping Center, Tucson, Arizona
Xxxxx Promenade, North Las Vegas, Nevada
Pinehurst Square East, Bismarck, North Dakota
Topaz Marketplace, Hesperia, California
Schedule 6.01
Existing Liens
None.
