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Subscribers | 2003 |
Participation Agreement
Participation Agreement (424K)
Doc #128611: Click preview link for longer preview.
PARTICIPATION AGREEMENT
THIS PARTICIPATION AGREEMENT dated as of September 14, 1999 (as amended, modified, extended, supplemented, restated and/or replaced from time to time, this Agreement) is by and among SABRE INC., a Delaware corporation (the Lessee or the Construction Agent); FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not individually (in its individual capacity, the Trust Company), except as expressly stated herein, but solely as the Owner Trustee under the TSG Trust 1999-1 (the Owner Trustee, the Borrower or the Lessor); the various banks and other lending institutions which are parties hereto from time to time as holders of certificates issued with respect to the TSG Trust 1999-1 (subject to the definition of Holders in Appendix A hereto, individually, a Holder and collectively, the Holders); the various banks and other lending institutions which are parties hereto from time to time as lenders (subject to the definition of Lenders in Appendix A hereto, individually, a Lender and collectively, the Lenders); and BANK OF AMERICA, N.A., a national banking association, as the agent for the Lenders and respecting the Security Documents, as the agent for the Lenders and the Holders, to the extent of their interests (in such capacity, the Agent). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Appendix A hereto.
In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. THE LOANS.
Subject to the terms and conditions of this Agreement and the other Operative Agreements and in reliance on the representations and warranties of each of the parties hereto contained herein or made pursuant hereto, the Lenders have agreed to make Loans to the Lessor from time to time in an aggregate principal amount of up to the aggregate amount of the Commitments of the Lenders in order for the Lessor to acquire the Properties and certain Improvements, to develop and construct certain Improvements in accordance with the Agency Agreement and the terms and provisions hereof and for the other purposes described herein, and in consideration of the receipt of proceeds of the Loans, the Lessor will issue the Notes. The Loans shall be made and the Notes shall be issued pursuant to the Credit Agreement. Pursuant to Section 5 of this Agreement and Section 2 of the Credit Agreement, the Loans will be made to the Lessor from time to time at the request of the Construction Agent in consideration for the Construction Agent agreeing for the benefit of the Lessor, pursuant to the Agency Agreement, to acquire the Properties, to acquire the Equipment, to construct certain Improvements and to cause the Lessee to lease the Properties, each in accordance with the Agency Agreement and the other Operative Agreements. The Loans and the obligations of the Lessor under the Credit Agreement shall be secured by the Collateral.
SECTION 2. HOLDER ADVANCES.
Subject to the terms and conditions of this Agreement and the other Operative Agreements and in reliance on the representations and warranties of each of the parties hereto contained herein or made pursuant hereto, on each date Advances are requested to be made in accordance with Section 5 hereof, each Holder shall make a Holder Advance on a pro rata basis to the Lessor with respect to the TSG Trust 1999-1 based on its Holder Commitment in an amount in immediately available funds such that the aggregate of all Holder Advances on such date shall be three and three tenths percent (3.3%) of the amount of the Requested Funds on such date; provided, that no Holder shall be obligated for any Holder Advance in excess of its pro rata share of the Available Holder Commitment. The aggregate amount of Holder Advances shall not exceed the aggregate amount of the Holder Commitments. No prepayment or any other payment with respect to any Advance shall be permitted such that the Holder Advance with respect to such Advance is less than three and three tenths percent (3.3%) of the outstanding amount of such Advance, except in connection with termination or expiration of the Term or in connection with the exercise of remedies relating to the occurrence of a Lease Event of Default. The representations, warranties, covenants and agreements of the Holders herein and in the other Operative Agreements are several, and not joint or joint and several.
128611
|
 BofA Securities
As referenced in this Participation Agreement:
BANC OF AMERICA SECURITIES – for the Lenders
and respecting the Security Documents,
as the Agent for the Lenders and the Holders,
to the extent of their interests
BANC OF AMERICA SECURITIES LLC,
as Lead Arranger and Sole Book Manager
TABLE OF CONTENTS
SECTION 1. THE LOANS.
SECTION 2. HOLDER ADVANCES.
SECTION 3. SUMMARY OF
_____________
Banc of America Securities – Senior Vice President and Chief Financial Officer of The Sabre Group, Inc., now known as Sabre Inc., from Grant M. Moyer, Vice President, Banc of America Securities LLC on the terms and conditions set forth therein.
7.6. Upfront Fee.
The Lessee, at its option, either (a) shall cause the
_____________
Banc of America Securities – Land and (b) all permits, licenses and rights, whether or not of record, appurtenant to such Land or the Improvements.
Arranger shall mean Banc of America Securities LLC, in its capacity as sole arranger and sole book manager.
Asset Disposition shall mean and include the sale, lease or other disposition
_____________
Banc of America Securities – Properties,
A-20
minus the Land Cost, minus all structuring fees payable in connection with the transactions evidenced by the Operative Agreements to Banc of America Securities LLC, Bank of America, N.A. and/or any Affiliates of either of the foregoing, minus accrued, unpaid Holder Yield respecting any and
_____________
dt 93592
;
Citibank
As referenced in this Participation Agreement:
CITIBANK, N.A. – OF AMERICA, N.A., as a Lender and as the Agent
By:
/s/ Kevin C. Leader
Name:
Kevin C. Leader
Title:
Managing Director
CITIBANK, N.A. , as a Lender
By:
/s/ Philippa F. Portnoy
Name:
Philippa F. Portnoy
Title:
Vice President
FIRST UNION NATIONAL BANK, as a Lender
_____________
Citibank, N.A. – 555 California Street, 41st Floor
San Francisco, CA 94104
Attention: Kevin Leader
Telephone: 415-622-8168
Facsimile: 415-622-4585
57
Credit Contact
Citibank, N.A.
399 Park Avenue
12th Floor/Zone Z
New York, New York 10043
Attention: Art Deffaa
Managing Director
Telephone: 212-559-1725
Facsimile:
_____________
Citibank, N.A. – Floor/Zone Z
New York, New York 10043
Attention: Art Deffaa
Managing Director
Telephone: 212-559-1725
Facsimile: 212-793-3734
Operations Contact
Citibank, N.A.
Global Loan Administration
2 Penns Way
Suite 200
New Castle, DE 19720
Attention: Timothy E. Smith
Telephone: 302-894-6059
Facsimile: 302-
_____________
dt 145831
;
BofA
As referenced in this Participation Agreement:
BANK OF AMERICA, – OTHER LENDING INSTITUTIONS WHICH ARE PARTIES HERETO FROM
TIME TO TIME,
as the Lenders,
and
BANK OF AMERICA, N.A.,
as the Agent for the Lenders
and respecting the Security Documents,
as
BANK OF AMERICA, – definition of Lenders in Appendix A hereto, individually, a Lender and collectively, the Lenders); and BANK OF AMERICA, N.A., a national banking association, as the agent for the Lenders and respecting
BANK OF AMERICA, – By:
/s/ Val T. Orton
Name:
Val T. Orton
Title:
Vice President
AGENT AND LENDERS:
BANK OF AMERICA, N.A., as a Lender and as the Agent
By:
/s/ Kevin C. Leader
BANK OF AMERICA, – By:
/s/ Robert M. Surdam, Jr.
Name:
Robert M. Surdam, Jr.
Title:
Vice President
HOLDERS:
BANK OF AMERICA, N.A., as a Holder
By:
/s/ Kevin C. Leader
Name:
Kevin C. Leader
Bank of America, – 801-246-5300
Facsimile: 801-246-5053
AGENT:
Notices for Borrowing, Conversions/Continuations, and Payments:
Bank of America, N.A.
Mail Code: CA4-706-05-09
Agency Administrative Services #5596
1850 Gateway
dt 39800
;
|
BNY
As referenced in this Participation Agreement:
BANK OF NEW YORK, – a Lender
By:
/s/ Deborah S. Armstrong
Name:
Deborah S. Armstrong
Title:
Vice President
THE BANK OF NEW YORK, as a Lender
By:
/s/ Ronald R. Reedy
Name:
Ronald R. Reedy
Title:
Vice
BANK OF NEW YORK, – a Holder
By:
/s/ Deborah S. Armstrong
Name:
Deborah S. Armstrong
Title:
Vice President
THE BANK OF NEW YORK, as a Holder
By:
/s/ Ronald R. Reedy
Name:
Ronald R. Reedy
Title:
Vice
Bank of New York
– 30303
Attention: Michelle Wood
Telephone: 404-230-1939
Facsimile: 404-575-2730
Credit Contact
The Bank of New York
One Wall Street, 22nd Floor
New York, NY 10286
Attention: Ronald R. Reedy
Telephone:
Bank of New York
– Attention: Ronald R. Reedy
Telephone: 212-635-6724
Facsimile: 212-635-6434
Operations Contact
The Bank of New York
One Wall Street, 22nd Floor
New York, NY 10286
Attention: Trudy Hoo-Fong
Phone:
Bank of New York
– Attention: Michelle Wood
Telephone: 404-230-1939
Facsimile: 404-575-2730
59
Credit Contact
The Bank of New York
One Wall Street, 22nd Floor
New York, NY 10286
Attention: Ronald R. Reedy
Telephone:
dt 41620
;
Citibank
As referenced in this Participation Agreement:
CITIBANK, N.A. – OF AMERICA, N.A., as a Lender and as the Agent
By:
/s/ Kevin C. Leader
Name:
Kevin C. Leader
Title:
Managing Director
CITIBANK, N.A. , as a Lender
By:
/s/ Philippa F. Portnoy
Name:
Philippa F. Portnoy
Title:
Vice President
FIRST UNION NATIONAL BANK, as a Lender
_____________
Citibank, N.A. – 555 California Street, 41st Floor
San Francisco, CA 94104
Attention: Kevin Leader
Telephone: 415-622-8168
Facsimile: 415-622-4585
57
Credit Contact
Citibank, N.A.
399 Park Avenue
12th Floor/Zone Z
New York, New York 10043
Attention: Art Deffaa
Managing Director
Telephone: 212-559-1725
Facsimile:
_____________
Citibank, N.A. – Floor/Zone Z
New York, New York 10043
Attention: Art Deffaa
Managing Director
Telephone: 212-559-1725
Facsimile: 212-793-3734
Operations Contact
Citibank, N.A.
Global Loan Administration
2 Penns Way
Suite 200
New Castle, DE 19720
Attention: Timothy E. Smith
Telephone: 302-894-6059
Facsimile: 302-
_____________
dt 145831
;
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| Preview
Subscribers | 2003 |
Participation Agreement
Participation Agreement (424K)
Doc #174584: Click preview link for longer preview.
PARTICIPATION AGREEMENT
THIS PARTICIPATION AGREEMENT dated as of September 14, 1999 (as amended, modified, extended, supplemented, restated and/or replaced from time to time, this Agreement) is by and among SABRE INC., a Delaware corporation (the Lessee or the Construction Agent); FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not individually (in its individual capacity, the Trust Company), except as expressly stated herein, but solely as the Owner Trustee under the TSG Trust 1999-1 (the Owner Trustee, the Borrower or the Lessor); the various banks and other lending institutions which are parties hereto from time to time as holders of certificates issued with respect to the TSG Trust 1999-1 (subject to the definition of Holders in Appendix A hereto, individually, a Holder and collectively, the Holders); the various banks and other lending institutions which are parties hereto from time to time as lenders (subject to the definition of Lenders in Appendix A hereto, individually, a Lender and collectively, the Lenders); and BANK OF AMERICA, N.A., a national banking association, as the agent for the Lenders and respecting the Security Documents, as the agent for the Lenders and the Holders, to the extent of their interests (in such capacity, the Agent). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Appendix A hereto.
In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:
Subject to the terms and conditions of this Agreement and the other Operative Agreements and in reliance on the representations and warranties of each of the parties hereto contained herein or made pursuant hereto, the Lenders have agreed to make Loans to the Lessor from time to time in an aggregate principal amount of up to the aggregate amount of the Commitments of the Lenders in order for the Lessor to acquire the Properties and certain Improvements, to develop and construct certain Improvements in accordance with the Agency Agreement and the terms and provisions hereof and for the other purposes described herein, and in consideration of the receipt of proceeds of the Loans, the Lessor will issue the Notes. The Loans shall be made and the Notes shall be issued pursuant to the Credit Agreement. Pursuant to Section 5 of this Agreement and Section 2 of the Credit Agreement, the Loans will be made to the Lessor from time to time at the request of the Construction Agent in consideration for the Construction Agent agreeing for the benefit of the Lessor, pursuant to the Agency Agreement, to acquire the Properties, to acquire the Equipment, to construct certain Improvements and to cause the Lessee to lease the Properties, each in accordance with the Agency Agreement and the other Operative Agreements. The Loans and the obligations of the Lessor under the Credit Agreement shall be secured by the Collateral.
Subject to the terms and conditions of this Agreement and the other Operative Agreements and in reliance on the representations and warranties of each of the parties hereto contained herein or made pursuant hereto, on each date Advances are requested to be made in accordance with Section 5 hereof, each Holder shall make a Holder Advance on a pro rata basis to the Lessor with respect to the TSG Trust 1999-1 based on its Holder Commitment in an amount in immediately available funds such that the aggregate of all Holder Advances on such date shall be three and three tenths percent (3.3%) of the amount of the Requested Funds on such date; provided, that no Holder shall be obligated for any Holder Advance in excess of its pro rata share of the Available Holder Commitment. The aggregate amount of Holder Advances shall not exceed the aggregate amount of the Holder Commitments. No prepayment or any other payment with respect to any Advance shall be permitted such that the Holder Advance with respect to such Advance is less than three and three tenths percent (3.3%) of the outstanding amount of such Advance, except in connection with termination or expiration of the Term or in connection with the exercise of remedies relating to the occurrence of a Lease Event of Default. The representations, warranties, covenants and agreements of the Holders herein and in the other Operative Agreements are several, and not joint or joint and several.
On the date hereof, each of the respective parties hereto and thereto shall execute and deliver this Agreement, the Lease, the Agency Agreement, the Credit Agreement, the Notes, the Trust Agreement, the Certificates, the Security Agreement, each applicable Mortgage Instrument and such other documents, instruments, certificates and opinions of counsel as agreed to by the parties hereto.
On each Property Closing Date and subject to the terms and conditions of this Agreement (a) the Holders will each make a Holder Advance in accordance with Sections 2 and 5 of this Agreement and the terms and provisions of the Trust Agreement, (b) the Lenders will each make Loans in accordance with Sections 1 and 5 of this Agreement and the terms and provisions of the Credit Agreement, (c) the Lessor will purchase and acquire good and indefeasible title to the applicable Property, each to be within an Approved State, identified by the Construction Agent, in each case pursuant to a Deed and Bill of Sale, as the case may be, and grant the Agent a lien on such Property by execution of the required Security Documents, (d) the Agent, the Lessee and the Lessor shall execute and deliver a Lease Supplement relating to such Property and (e) the Basic Term shall commence with respect to such Property.
Construction Advances from the Lenders and Holders to the Lessor at the request of the Construction Agent pursuant to Section 5 hereof will be made with respect to particular Improvements to be constructed and with respect to ongoing Work regarding the Equipment and construction of particular Improvements, in each case, pursuant to the terms and conditions of this Agreement and the Agency Agreement. The Construction Agent will act as a construction agent on behalf of the Lessor respecting the Work regarding the Equipment, the construction of such Improvements and the expenditures of the Construction Advances related to the foregoing. The Construction Agent shall promptly notify the Lessor upon Completion of the Improvements and the Lessee shall commence to pay Basic Rent as of the Rent Commencement Date.
Each Lender agrees at all times (a) to hold and maintain (either for itself or through an Affiliate of such entity) its respective ratable portion of the aggregate Lender Commitment for Tranche A Loans and the aggregate Lender Commitment for Tranche B Loans and (b) to make advances consistent with such committed amounts referenced in Section 3.4(a) in accordance with the requirements of the Operative Agreements.
All documents and instruments required to be delivered on the Initial Closing Date shall be delivered at the offices of Moore & Van Allen, PLLC, Charlotte, North Carolina, or at such other location as may be determined by the Lessor, the Agent and the Lessee.
The Construction Agent shall deliver to the Agent a requisition (a Requisition), in substantially the form attached hereto as Exhibit A or in such other form as is reasonably satisfactory to the Agent in connection with (a) the Transaction Expenses and other fees, expenses and disbursements payable, pursuant to Sections 7.1 and 7.2, by the Lessor and (b) each Acquisition Advance pursuant to
174584
|
BofA Securities
As referenced in this Participation Agreement:
BANC OF AMERICA SECURITIES – for the Lenders
and respecting the Security Documents,
as the Agent for the Lenders and the Holders,
to the extent of their interests
BANC OF AMERICA SECURITIES LLC,
as Lead Arranger and Sole Book Manager
TABLE OF CONTENTS
SECTION 1. THE LOANS.
SECTION 2. HOLDER ADVANCES.
SECTION 3. SUMMARY OF
_____________
Banc of America Securities – Senior Vice President and Chief Financial Officer of The Sabre Group, Inc., now known as Sabre Inc., from Grant M. Moyer, Vice President, Banc of America Securities LLC on the terms and conditions set forth therein.
7.6. Upfront Fee.
The Lessee, at its option, either (a) shall cause the
_____________
Banc of America Securities – Land and (b) all permits, licenses and rights, whether or not of record, appurtenant to such Land or the Improvements.
Arranger shall mean Banc of America Securities LLC, in its capacity as sole arranger and sole book manager.
Asset Disposition shall mean and include the sale, lease or other disposition
_____________
Banc of America Securities – Properties,
A-20
minus the Land Cost, minus all structuring fees payable in connection with the transactions evidenced by the Operative Agreements to Banc of America Securities LLC, Bank of America, N.A. and/or any Affiliates of either of the foregoing, minus accrued, unpaid Holder Yield respecting any and
_____________
dt 93745
;
Citibank
As referenced in this Participation Agreement:
CITIBANK, N.A. – OF AMERICA, N.A., as a Lender and as the Agent
By:
/s/ Kevin C. Leader
Name:
Kevin C. Leader
Title:
Managing Director
CITIBANK, N.A. , as a Lender
By:
/s/ Philippa F. Portnoy
Name:
Philippa F. Portnoy
Title:
Vice President
FIRST UNION NATIONAL BANK, as a Lender
_____________
Citibank, N.A. – 555 California Street, 41st Floor
San Francisco, CA 94104
Attention: Kevin Leader
Telephone: 415-622-8168
Facsimile: 415-622-4585
57
Credit Contact
Citibank, N.A.
399 Park Avenue
12th Floor/Zone Z
New York, New York 10043
Attention: Art Deffaa
Managing Director
Telephone: 212-559-1725
Facsimile:
_____________
Citibank, N.A. – Floor/Zone Z
New York, New York 10043
Attention: Art Deffaa
Managing Director
Telephone: 212-559-1725
Facsimile: 212-793-3734
Operations Contact
Citibank, N.A.
Global Loan Administration
2 Penns Way
Suite 200
New Castle, DE 19720
Attention: Timothy E. Smith
Telephone: 302-894-6059
Facsimile: 302-
_____________
dt 146153
;
BofA
As referenced in this Participation Agreement:
BANK OF AMERICA, – OTHER LENDING INSTITUTIONS WHICH ARE PARTIES HERETO FROM
TIME TO TIME,
as the Lenders,
and
BANK OF AMERICA, N.A.,
as the Agent for the Lenders
and respecting the Security Documents,
as
BANK OF AMERICA, – definition of Lenders in Appendix A hereto, individually, a Lender and collectively, the Lenders); and BANK OF AMERICA, N.A., a national banking association, as the agent for the Lenders and respecting
BANK OF AMERICA, – By:
/s/ Val T. Orton
Name:
Val T. Orton
Title:
Vice President
AGENT AND LENDERS:
BANK OF AMERICA, N.A., as a Lender and as the Agent
By:
/s/ Kevin C. Leader
BANK OF AMERICA, – By:
/s/ Robert M. Surdam, Jr.
Name:
Robert M. Surdam, Jr.
Title:
Vice President
HOLDERS:
BANK OF AMERICA, N.A., as a Holder
By:
/s/ Kevin C. Leader
Name:
Kevin C. Leader
Bank of America, – 801-246-5300
Facsimile: 801-246-5053
AGENT:
Notices for Borrowing, Conversions/Continuations, and Payments:
Bank of America, N.A.
Mail Code: CA4-706-05-09
Agency Administrative Services #5596
1850 Gateway
dt 40422
;
|
BNY
As referenced in this Participation Agreement:
BANK OF NEW YORK, – a Lender
By:
/s/ Deborah S. Armstrong
Name:
Deborah S. Armstrong
Title:
Vice President
THE BANK OF NEW YORK, as a Lender
By:
/s/ Ronald R. Reedy
Name:
Ronald R. Reedy
Title:
Vice
BANK OF NEW YORK, – a Holder
By:
/s/ Deborah S. Armstrong
Name:
Deborah S. Armstrong
Title:
Vice President
THE BANK OF NEW YORK, as a Holder
By:
/s/ Ronald R. Reedy
Name:
Ronald R. Reedy
Title:
Vice
Bank of New York
– 30303
Attention: Michelle Wood
Telephone: 404-230-1939
Facsimile: 404-575-2730
Credit Contact
The Bank of New York
One Wall Street, 22nd Floor
New York, NY 10286
Attention: Ronald R. Reedy
Telephone:
Bank of New York
– Attention: Ronald R. Reedy
Telephone: 212-635-6724
Facsimile: 212-635-6434
Operations Contact
The Bank of New York
One Wall Street, 22nd Floor
New York, NY 10286
Attention: Trudy Hoo-Fong
Phone:
Bank of New York
– Attention: Michelle Wood
Telephone: 404-230-1939
Facsimile: 404-575-2730
59
Credit Contact
The Bank of New York
One Wall Street, 22nd Floor
New York, NY 10286
Attention: Ronald R. Reedy
Telephone:
dt 42410
;
Citibank
As referenced in this Participation Agreement:
CITIBANK, N.A. – OF AMERICA, N.A., as a Lender and as the Agent
By:
/s/ Kevin C. Leader
Name:
Kevin C. Leader
Title:
Managing Director
CITIBANK, N.A. , as a Lender
By:
/s/ Philippa F. Portnoy
Name:
Philippa F. Portnoy
Title:
Vice President
FIRST UNION NATIONAL BANK, as a Lender
_____________
Citibank, N.A. – 555 California Street, 41st Floor
San Francisco, CA 94104
Attention: Kevin Leader
Telephone: 415-622-8168
Facsimile: 415-622-4585
57
Credit Contact
Citibank, N.A.
399 Park Avenue
12th Floor/Zone Z
New York, New York 10043
Attention: Art Deffaa
Managing Director
Telephone: 212-559-1725
Facsimile:
_____________
Citibank, N.A. – Floor/Zone Z
New York, New York 10043
Attention: Art Deffaa
Managing Director
Telephone: 212-559-1725
Facsimile: 212-793-3734
Operations Contact
Citibank, N.A.
Global Loan Administration
2 Penns Way
Suite 200
New Castle, DE 19720
Attention: Timothy E. Smith
Telephone: 302-894-6059
Facsimile: 302-
_____________
dt 146153
;
More... |
| Preview
Subscribers | 2001 |
Participation Agreement
Participation Agreement (279K)
Doc #256791: Click preview link for longer preview.
PARTICIPATION AGREEMENT
Dated as of February 26, 2001
among
SHURGARD STORAGE CENTERS, INC.,
as the Construction Agent and as the Lessee,
THE VARIOUS PARTIES HERETO FROM TIME TO TIME,
as the Guarantors,
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
not individually, except as expressly
stated herein, but solely as the Owner Trustee under
the Storage Centers Trust 2001, which is the Lessor and Borrower hereunder
THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH ARE PARTIES
HERETO FROM TIME TO TIME, as the Holders,
THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH ARE PARTIES
HERETO FROM TIME TO TIME, as the Lenders,
and
BANK OF AMERICA, N.A.,
as the Agent for the Lenders
and respecting the Security Documents,
as the Agent for the Secured Parties
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
----
{S} {C}
SECTION 1. THE LOANS .............................................................................. 1
SECTION 2. HOLDER ADVANCES ........................................................................ 2
SECTION 3. SUMMARY OF TRANSACTIONS ................................................................ 2
3.1. Operative Agreements ................................................................ 2
3.2. Property Purchase ................................................................... 2
3.3. Construction of Improvements; Commencement of Basic Rent ............................ 3
3.4. Ratable Interests of the Holders and the Lenders .................................... 3
SECTION 4. THE CLOSINGS ........................................................................... 3
4.1. Initial Closing Date ................................................................ 3
4.2. Initial Closing Date; Property Closing Dates; Acquisition Advances;
Construction Advances ............................................................... 3
SECTION 5. FUNDING OF ADVANCES; CONDITIONS PRECEDENT; REPORTING REQUIREMENTS ON
COMPLETION DATE; THE LESSEE'S DELIVERY OF NOTICES; RESTRICTIONS ON
LIENS ............................................................................... 4
5.1. General ............................................................................. 4
5.2. Procedures for Funding .............................................................. 5
5.3. Conditions Precedent for the Lessor, the Agent, the Lenders and the Holders
Relating to the Initial Closing Date and the Advance of Funds for the
Acquisition of a Property ........................................................... 8
5.4. Conditions Precedent for the Lessor, the Agent, the Lenders and the Holders
Relating to the Advance of Funds after the Acquisition Advance ...................... 14
5.5. Additional Reporting and Delivery Requirements on Date of Final Certificate
of Occupancy ........................................................................ 16
5.6. Construction Budget Modifications ................................................... 16
5.7. Restrictions on Liens ............................................................... 17
5.8. Joinder Agreement Requirements ...................................................... 17
5.9. Payments ............................................................................ 17
5.10. Unilateral Right to Increase the Holder Commitments and the Lender
Commitments ......................................................................... 18
5.11. Limitation on Acquisition of Properties ............................................. 18
SECTION 6. REPRESENTATIONS AND WARRANTIES ......................................................... 18
6.1. Representations and Warranties of the Borrower ...................................... 18
6.2. Representations and Warranties of the Credit Parties ................................ 21
SECTION 6B. GUARANTY .............................................................................. 26
6B.1. Guaranty of Payment and Performance ................................................. 26
6B.2. Obligations Unconditional ........................................................... 26
6B.3. Modifications ....................................................................... 27
{/TABLE}
i
{PAGE} 3
{TABLE}
{S} {C}
6B.4. Waiver of Rights .................................................................... 28
6B.5. Reinstatement ....................................................................... 28
6B.6. Remedies ............................................................................ 28
6B.7. Limitation of Guaranty .............................................................. 29
6B.8. Payment of Amounts to the Agent ..................................................... 29
6B.9. Release of Guarantors ............................................................... 29
SECTION 7. PAYMENT OF CERTAIN EXPENSES ............................................................. 30
7.1. Transaction Expenses ................................................................ 30
7.2. [Intentionally Omitted] ............................................................. 31
7.3. Certain Fees and Expenses ........................................................... 31
7.4. Unused Fees ......................................................................... 31
7.5. Administrative Fee .................................................................. 31
SECTION 8. OTHER COVENANTS AND AGREEMENTS ......................................................... 32
8.1. Cooperation with the Construction Agent or the Lessee ............................... 32
8.2. Covenants of the Owner Trustee and the Holders ...................................... 32
8.3. Credit Party Covenants, Consent and Acknowledgment .................................. 34
8.4. Sharing of Certain Payments ......................................................... 37
8.5. Grant of Easements, etc ............................................................. 37
8.6. Appointment by the Agent, the Lenders, the Holders and the Owner Trustee ............ 38
8.7. Collection and Allocation of Payments and Other Amounts ............................. 38
8.8. Release of Properties, etc .......................................................... 42
SECTION 9. CREDIT AGREEMENT AND TRUST AGREEMENT ................................................... 42
9.1. The Construction Agent's and the Lessee's Credit Agreement Rights ................... 42
9.2. The Construction Agent's and the Lessee's Trust Agreement Rights .................... 43
SECTION 10. TRANSFER OF INTEREST .................................................................. 44
10.1. Restrictions on Transfer ............................................................ 44
10.2. Effect of Transfer .................................................................. 44
SECTION 11. INDEMNIFICATION ....................................................................... 45
11.1. General Indemnity ................................................................... 45
11.2. General Tax Indemnity ............................................................... 48
11.3. Unavailability of Eurodollar Rate ................................................... 54
11.4. Funding/Contribution Indemnity ...................................................... 54
11.5. EXPRESS INDEMNIFICATION FOR ORDINARY NEGLIGENCE, STRICT LIABILITY, ETC .............. 56
11.6. Additional Provisions Regarding Environmental Indemnification ....................... 56
11.7. Additional Provisions Regarding Indemnification ..................................... 56
11.8. Indemnifications Provided by the Owner Trustee in Favor of the Other
Indemnified Persons ................................................................. 57
SECTION 12. MISCELLANEOUS ......................................................................... 58
12.1. Survival of Agreements .............................................................. 58
12.2. Notices ............................................................................. 58
{/TABLE}
ii
{PAGE} 4
{TABLE}
{S} {C}
12.3. Counterparts ........................................................................ 58
12.4. Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters ..................... 59
12.5. Headings, etc ....................................................................... 60
12.6. Parties in Interest ................................................................. 61
12.7. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL; VENUE .............. 61
12.8. Severability ........................................................................ 62
12.9. Liability Limited ................................................................... 62
12.10. Rights of the Credit Parties ........................................................ 63
12.11. Further Assurances .................................................................. 64
12.12. Calculations under Operative Agreements ............................................. 64
12.13. Confidentiality ..................................................................... 64
12.14. Financial Reporting/Tax Characterization ............................................ 65
12.15. Set-off ............................................................................. 65
12.16. [Intentionally Omitted.] ............................................................ 66
{/TABLE}
iii
{PAGE} 5
EXHIBITS
A - Form of Requisition - Sections 4.2, 5.2, 5.3 and 5.4
B - Form of Outside Counsel Opinion for the Lessee - Section 5.3(j)
C - Form of Officer's Certificate - Section 5.3(z)
D - Form of Secretary's Certificate - Section 5.3(aa)
E - Form of Officer's Certificate - Section 5.3(cc)
F - Form of Secretary's Certificate - Section 5.3(dd)
G - Form of Outside Counsel Opinion for the Owner Trustee - Section 5.3(ee)
H - Form of Outside Counsel Opinion for the Lessee - Section 5.3(ff)
I - Form of Officer's Certificate - Section 5.5
J - Form of Joinder Agreement - Section 5.8(a)
K - Description of Material Litigation - Section 6.2(d)
L - State of Incorporation/Formation and Principal Place of Business of Each
Guarantor - Section 6.2(i)
M - Form of Monthly NOI Certificate - Section 8.3(l)
N - Interest Rate/Holder Yield Selection Notice -- Section 8.3(t)
O - Form of Third Party Confidentiality Agreement -- Section 12.13(a)
Appendix A - Rules of Usage and Definitions
iv
{PAGE} 6
PARTICIPATION AGREEMENT
THIS PARTICIPATION AGREEMENT dated as of February 26, 2001 (as amended,
modified, extended, supplemented, restated and/or replaced from time to time,
this "Agreement") is by and among SHURGARD STORAGE CENTERS, INC., a Washington
corporation (the "Lessee" or the "Construction Agent"); the various parties
hereto from time to time as guarantors (subject to the definition of Guarantors
in Appendix A hereto, individually, a "Guarantor" and collectively, the
"Guarantors"); FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking
association, not individually (in its individual capacity, the "Trust Company"),
except as expressly stated herein, but solely as the Owner Trustee under the
Storage Centers Trust 2001 (the "Owner Trustee", the "Borrower" or the
"Lessor"); the various banks and other lending institutions which are parties
hereto from time to time as holders of certificates issued with respect to the
Storage Centers Trust 2001 (subject to the definition of Holders in Appendix A
hereto, individually, a "Holder" and collectively, the "Holders"); the various
banks and other lending institutions which are parties hereto from time to time
as lenders (subject to the definition of Lenders in Appendix A hereto,
individually, a "Lender" and collectively, the "Lenders"); and BANK OF AMERICA,
N.A., a national banking association, as the agent for the Lenders and
respecting the Security Documents, as the agent for the Secured Parties (in such
capacity, the "Agent"). Capitalized terms used but not otherwise defined in this
Agreement shall have the meanings set forth in Appendix A hereto.
In consideration of the mutual agreements herein contained and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto hereby agree as follows:
SECTION 1. THE LOANS.
Subject to the terms and conditions of this Agreement and the other
Operative Agreements and in reliance on the representations and warranties of
each of the parties hereto contained herein or made pursuant hereto, the Lenders
have agreed to make Loans to the Lessor from time to time in an aggregate
256791
|
BofA Securities
As referenced in this Participation Agreement:
Banc of America Securities LLC – terms and conditions set forth in the
engagement letter dated November 28, 2000 addressed to Lessee from Bank of
America, N.A. and Banc of America Securities LLC .
31
{PAGE} 37
SECTION 8. OTHER COVENANTS AND AGREEMENTS.
8.1. COOPERATION WITH THE CONSTRUCTION AGENT OR THE LESSEE.
The Holders, the
_____________
dt 122515
;
Shurgard
As referenced in this Participation Agreement:
SHURGARD STORAGE CENTERS, – FILENAME}v70338ex10-32.txt
{DESCRIPTION}EXHIBIT 10.32
{TEXT}
{PAGE} 1
EXHIBIT 10.32
--------------------------------------------------------------------------------
PARTICIPATION AGREEMENT
Dated as of February 26, 2001
among
SHURGARD STORAGE CENTERS, INC.,
as the Construction Agent and as the Lessee,
THE VARIOUS PARTIES HERETO FROM TIME TO TIME,
as the Guarantors,
FIRST SECURITY
_____________
SHURGARD STORAGE CENTERS, – of February 26, 2001 (as amended,
modified, extended, supplemented, restated and/or replaced from time to time,
this "Agreement") is by and among SHURGARD STORAGE CENTERS, INC., a Washington
corporation (the "Lessee" or the "Construction Agent"); the various parties
hereto from time to time as guarantors (subject to
_____________
SHURGARD STORAGE CENTERS, – be
duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.
CONSTRUCTION AGENT
AND LESSEE: SHURGARD STORAGE CENTERS, INC., as the
Construction Agent and as the Lessee
By: /s/ Harrell Beck
-------------------------------------
Name: Harrell Beck
-----------------------------------
Title: CFO
----------------------------------
Address: 1155 Valley Street
_____________
Shurgard Storage Centers, – 98109
Attention: General Counsel
Telephone: 206-652-3765
Telecopy: 206-652-3710
{PAGE} 73
GUARANTORS: SHURGARD EVERGREEN LIMITED PARTNERSHIP,
as a Guarantor
By: Shurgard Storage Centers, Inc.,
its general partner
By: /s/ Harrell Beck
-------------------------------------
Name: Harrell Beck
-----------------------------------
Title: CFO
----------------------------------
Address: c/o Shurgard Storage Centers,
Inc.
1155 Valley
_____________
Shurgard Storage Centers, – as a Guarantor
By: Shurgard Storage Centers, Inc.,
its general partner
By: /s/ Harrell Beck
-------------------------------------
Name: Harrell Beck
-----------------------------------
Title: CFO
----------------------------------
Address: c/o Shurgard Storage Centers,
Inc.
1155 Valley Street
Suite 400
Seattle, Washington 98109
Attention: Harrell Beck
Telephone: 206-652-3765
Telecopy: 206-652-3710
SHURGARD TEXAS
_____________
dt 131248
;
BofA
As referenced in this Participation Agreement:
BANK OF AMERICA, N.A. – TIME, as the Holders,
THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH ARE PARTIES
HERETO FROM TIME TO TIME, as the Lenders,
and
BANK OF AMERICA, N.A. ,
as the Agent for the Lenders
and respecting the Security Documents,
as the Agent for the Secured Parties
{PAGE} 2
TABLE OF
_____________
BANK OF AMERICA,
N.A. – time to time
as lenders (subject to the definition of Lenders in Appendix A hereto,
individually, a "Lender" and collectively, the "Lenders"); and BANK OF AMERICA,
N.A. , a national banking association, as the agent for the Lenders and
respecting the Security Documents, as the agent for the Secured Parties (
_____________
Bank of
America, N.A. – for its individual account) on the terms and conditions set forth in the
engagement letter dated November 28, 2000 addressed to Lessee from Bank of
America, N.A. and Banc of America Securities LLC.
31
{PAGE} 37
SECTION 8. OTHER COVENANTS AND AGREEMENTS.
8.1. COOPERATION WITH THE CONSTRUCTION AGENT
_____________
BANK OF AMERICA, N.A. – Floor
Salt Lake City, Utah 84111
Attention: Val T. Orton,
Vice President
Telephone: 801-246-5300
Telecopy: 801-246-5053
{PAGE} 76
AGENT: BANK OF AMERICA, N.A. , as the Agent
-----
By: /s/ Dora A. Brown
-------------------------------------
Name: Dora A. Brown
-----------------------------------
Title: Vice President
----------------------------------
Address: Bank of America, N.A.
Fifth
_____________
Bank of America, N.A. – 76
AGENT: BANK OF AMERICA, N.A., as the Agent
-----
By: /s/ Dora A. Brown
-------------------------------------
Name: Dora A. Brown
-----------------------------------
Title: Vice President
----------------------------------
Address: Bank of America, N.A.
Fifth Avenue Plaza
800 Fifth Avenue
Floor 37
Mail Code: WA1-501-37-20
Seattle, WA 98104-3185
Attention: Dora A. Brown
_____________
dt 124982
;
|
Nova Scotia
As referenced in this Participation Agreement:
BANK OF NOVA SCOTIA, – OF AMERICA, N.A., as a Lender
By: /s/ William P. Stivers
-------------------------------------
Name: William P. Stivers
-----------------------------------
Title: Senior Vice President
----------------------------------
{PAGE} 79
THE BANK OF NOVA SCOTIA, as a Lender
By: /s/ Patrik G. Norris
-------------------------------------
Name: Patrik G. Norris
-----------------------------------
Title: Director
----------------------------------
{PAGE} 80
BANK ONE, NA, as a Lender
_____________
BANK OF NOVA SCOTIA, – s/ Marc Bosc
-------------------------------------
Name: Marc Bosc
-----------------------------------
Title: Vice President
----------------------------------
By: /s/ Conrad Wagner
-------------------------------------
Name: Conrad Wagner
-----------------------------------
Title: First Vice President
----------------------------------
{PAGE} 90
THE BANK OF NOVA SCOTIA, as a Holder
By: /s/ Patrik G. Norris
-------------------------------------
Name: Patrik G. Norris
-----------------------------------
Title: Director
----------------------------------
{PAGE} 91
COMMERZBANK AG, NEW YORK AND GRAND
_____________
dt 136418
;
Bank One
As referenced in this Participation Agreement:
BANK ONE, NA – PAGE} 79
THE BANK OF NOVA SCOTIA, as a Lender
By: /s/ Patrik G. Norris
-------------------------------------
Name: Patrik G. Norris
-----------------------------------
Title: Director
----------------------------------
{PAGE} 80
BANK ONE, NA , as a Lender
By: /s/ Timothy J. Carew
-------------------------------------
Name: Timothy J. Carew
-----------------------------------
Title: First Vice President
----------------------------------
{PAGE} 81
COMMERZBANK AG, NEW YORK
_____________
dt 137759
;
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Participation Agreement
Participation Agreement (883K)
Doc #276945: Click preview link for longer preview.
PARTICIPATION AGREEMENT
Dated as of October 19, 2000
among
LEXICON GENETICS INCORPORATED,
as the Construction Agent and as the Lessee,
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
not individually, except as expressly
stated herein, but solely as the Owner Trustee
under the Lexi Trust 2000-1,
THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH ARE PARTIES
HERETO FROM TIME TO TIME, as the Holders,
THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH ARE PARTIES
HERETO FROM TIME TO TIME, as the Lenders,
and
BANK OF AMERICA, N.A.
as the Agent for the Lenders
and, respecting the Security Documents,
as the Agent for the Secured Parties
--------------------------------------------------------------------------------
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
----
{S} {C}
SECTION 1A. INITIAL LENDER AND INITIAL HOLDER...............................1
SECTION 1. THE LOANS........................................................1
SECTION 2. HOLDER ADVANCES..................................................2
SECTION 3. SUMMARY OF TRANSACTIONS..........................................2
3.1. Operative Agreements.............................................2
3.2. Property Purchase................................................2
3.3. Construction of Improvements; Commencement of Basic Rent.........3
SECTION 4. THE CLOSINGS.....................................................3
4.1. Initial Closing Date.............................................3
4.2. Initial Closing Date; Property Closing Dates; Acquisition
Advances; Construction Advances................................3
SECTION 5. FUNDING OF ADVANCES; CONDITIONS PRECEDENT; REPORTING
REQUIREMENTS ON COMPLETION DATE; THE LESSEE'S DELIVERY OF
NOTICES; RESTRICTIONS ON LIENS...................................3
5.1. General..........................................................3
5.2. Procedures for Funding...........................................4
5.3. Conditions Precedent for the Lessor, the Agent, the Lenders and
the Holders Relating to the Initial Closing Date and the
Advance of Funds for the Acquisition of a Property.............6
5.4. Conditions Precedent for the Lessor, the Agent, the Lenders and
the Holders Relating to the Advance of Funds after the
Acquisition Advance............................................12
5.5. Additional Reporting and Delivery Requirements on Completion Date
and on Punch List Completion Date..............................14
5.6. The Construction Agent Delivery of Construction Budget
Modifications..................................................14
5.7. Restrictions on Liens............................................15
5.8. Payments.........................................................15
5.9. Unilateral Right to Increase the Holder Commitments and the
Lender Commitments.............................................15
5.10 Collateral Account...............................................16
5.11 Funding of Escrow Account for Punch List Items...................16
5.12 Delayed Delivery of Construction Contracts and Plans and
Specifications.................................................17
5.13 Extension of Construction Period Termination Date................18
5.14 Purchase and Sale Rights and Obligations to relinquish Interest
in Properties..................................................18
5.15 Limited Obligations regarding the Purchase Agreements............18
5.16 Limitation on CD Collateral......................................19
SECTION 6. REPRESENTATIONS AND WARRANTIES...................................19
6.1. Representations and Warranties of the Borrower...................19
{/TABLE}
i
{PAGE} 3
{TABLE}
{CAPTION}
{S} {C}
6.2. Representations and Warranties of the Construction Agent and the
Lessee.........................................................21
SECTION 7. PAYMENT OF CERTAIN EXPENSES.......................................29
7.1. Transaction Expenses.............................................29
7.2. Brokers' Fees....................................................30
7.3. Certain Fees and Expenses........................................30
7.4. Unused Fee.......................................................31
7.5. Administrative Fee...............................................31
7.6. Other Fees.......................................................31
7.7. Clarification regarding the Lessor's Payment Obligations Pursuant
to Section 7...................................................31
SECTION 8. OTHER COVENANTS AND AGREEMENTS...................................31
8.1. Cooperation with the Construction Agent or the Lessee............31
8.2. Covenants of the Owner Trustee and the Holders...................32
8.3. The Lessee Covenants, Consent and Acknowledgment.................33
8.3A Additional Affirmative Covenants of Lessee.......................37
8.3B Additional Negative Covenants of Lessee..........................41
8.4. Sharing of Certain Payments......................................44
8.5. Grant of Easements, etc..........................................44
8.6. Appointment by the Agent, the Lenders, the Holders and the Owner
Trustee........................................................45
8.7. Collection and Allocation of Payments and Other Amounts..........45
8.8. Release of Properties, etc.......................................49
SECTION 9. CREDIT AGREEMENT AND TRUST AGREEMENT.............................49
9.1. The Construction Agent's and the Lessee's Credit Agreement Rights49
9.2. The Construction Agent's and the Lessee's Trust Agreement Rights.50
SECTION 10. TRANSFER OF INTEREST............................................51
10.1. Restrictions on Transfer.........................................51
10.2. Effect of Transfer...............................................51
SECTION 11. INDEMNIFICATION.................................................52
11.1. General Indemnity................................................52
11.2. General Tax Indemnity............................................54
11.3. Increased Costs, Illegality, etc.................................59
11.4. Funding/Contribution Indemnity...................................60
11.5. EXPRESS INDEMNIFICATION FOR ORDINARY NEGLIGENCE, STRICT
LIABILITY, ETC.................................................61
11.6. Additional Provisions Regarding Environmental Indemnification....61
11.7. Additional Provisions Regarding Indemnification..................62
11.8. Indemnifications Provided by the Owner Trustee in Favor of the
Other Indemnified Persons......................................62
SECTION 12. MISCELLANEOUS...................................................63
12.1. Survival of Agreements...........................................63
276945
|
BofA Securities
As referenced in this Participation Agreement:
Banc of America Securities, LLC – to such term
in the definition of ABR.
"Fee Letter" shall mean that certain fee letter, dated as of August 3,
2000, between Banc of America Securities, LLC and Lexicon Genetics Incorporated.
"Final Completion" shall mean, with respect to a Property, final
completion of the Property which shall include the
_____________
Banc of America Securities, LLC – Construction Period Properties, minus the Land Cost, minus all structuring fees
payable in connection with the transactions evidenced by the Operative
Agreements to Banc of America Securities, LLC , Bank of America, N.A. and/or any
Affiliates of either of the foregoing, minus accrued, unpaid Holder Yield
respecting any and
_____________
dt 203544
;
Lexicon Genetics
As referenced in this Participation Agreement:
LEXICON GENETICS – h85003ex10-12.txt
{DESCRIPTION}SYNTHETIC LEASING FINANCING FACILITY
{TEXT}
{PAGE} 1
EXHIBIT 10.12
--------------------------------------------------------------------------------
PARTICIPATION AGREEMENT
Dated as of October 19, 2000
among
LEXICON GENETICS INCORPORATED,
as the Construction Agent and as the Lessee,
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
not individually, except as expressly
stated herein, but solely
_____________
LEXICON GENETICS – of October 19, 2000 (as amended,
modified, extended, supplemented, restated and/or replaced from time to time,
this "Agreement") is by and among LEXICON GENETICS INCORPORATED, a Delaware
corporation (the "Lessee" or the "Construction Agent"); FIRST SECURITY BANK,
NATIONAL ASSOCIATION, a national banking association, not individually (in its
_____________
Lexicon Genetics – delivered to the parties at the following addresses:
If to the Construction Agent or the Lessee, to such entity at the
following address:
Lexicon Genetics Incorporated
4000 Research Forest Drive
The Woodlands, Texas 77381
Attention: John Dodson
Director of Administration and Finance
Telephone: (281) 364-3222
Telecopy: (281)
_____________
LEXICON GENETICS – be
duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.
CONSTRUCTION AGENT
AND LESSEE: LEXICON GENETICS INCORPORATED, as
the Construction Agent and as the Lessee
By: /s/ Julia P. Gregory
------------------------------------
Name: Julia P. Gregory
------------------------------------
Title: EVP & CFO
------------------------------------
OWNER TRUSTEE
_____________
LEXICON GENETICS – NONE]
{PAGE} 80
EXHIBIT A
REQUISITION FORM
(Pursuant to Sections 4.2, 5.2, 5.3 and 5.4 of the Participation Agreement)
LEXICON GENETICS INCORPORATED, a Delaware corporation (the "Company")
hereby certifies as true and correct and delivers the following Requisition to
Bank of America, N.A.,
_____________
dt 201064
;
BofA
As referenced in this Participation Agreement:
BANK OF AMERICA, N.A. – TIME, as the Holders,
THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH ARE PARTIES
HERETO FROM TIME TO TIME, as the Lenders,
and
BANK OF AMERICA, N.A.
as the Agent for the Lenders
and, respecting the Security Documents,
as the Agent for the Secured Parties
--------------------------------------------------------------------------------
{PAGE} 2
TABLE OF
_____________
BANK OF AMERICA, N.A. – time to time as lenders (subject to the definition
of Lenders in Appendix A hereto, individually, a "Lender" and collectively, the
"Lenders"); and BANK OF AMERICA, N.A. , a national banking association, as the
agent for the Lenders and respecting the Security Documents, as the agent for
the Secured Parties (
_____________
Bank of America, N.A. – as follows:
SECTION 1A. INITIAL LENDER AND INITIAL HOLDER.
Notwithstanding the various references in the Operative Agreements to
multiple Lenders and multiple Holders, Bank of America, N.A. is the only Lender
and the only Holder as of the date of this Agreement. Additional Lenders and
additional Holders may become
_____________
Bank of America, N.A. – each fiscal quarter of the Lessee, the Lessee shall maintain Class A
Collateral represented by U.S. dollar denominated certificates of
deposit of Bank of America, N.A. in accordance with the standard
described in subsection (ii) below and shall furnish to the Agent an
Officer's Certificate in the
_____________
Bank of America, N.A. – prior to the Construction
Period Termination Date, the amount of Class A Collateral represented by
U.S. dollar denominated certificates of deposit of Bank of America, N.A.
is not in excess of the Property Cost of all the Properties for which
the Rent Commencement Date has occurred at such
_____________
dt 205529
;
|
BNY
As referenced in this Participation Agreement:
Bank of New York, – published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of the
quotations for
_____________
dt 206056
;
 Moore
As referenced in this Participation Agreement:
Moore & Van Allen, – INITIAL CLOSING DATE.
All documents and instruments required to be delivered on the Initial
Closing Date shall be delivered at the offices of Moore & Van Allen, PLLC,
Charlotte, North Carolina, or at such other location as may be determined by the
Lessor, the Agent and the Lessee; provided,
_____________
Moore & Van Allen, – and
delivery of the Operative Agreements and the documents and instruments referred
to therein (including without limitation the reasonable fees and disbursements
of Moore & Van Allen, PLLC) and any amendment, waiver or consent relating
thereto (including without limitation the reasonable fees and disbursements of
counsel to the Agent)
_____________
Moore & Van Allen, – 7
{PAGE} 251
EXHIBIT B TO THE LEASE
[MODIFY OR SUBSTITUTE SHORT FORM LEASE AS
NECESSARY FOR LOCAL LAW REQUIREMENTS]
Recordation requested by:
Moore & Van Allen, PLLC
After recordation return to:
Moore & Van Allen, PLLC (WMA)
100 North Tryon Street, Floor 47
Charlotte, NC 28202-4003
Space above
_____________
Moore & Van Allen, – MODIFY OR SUBSTITUTE SHORT FORM LEASE AS
NECESSARY FOR LOCAL LAW REQUIREMENTS]
Recordation requested by:
Moore & Van Allen, PLLC
After recordation return to:
Moore & Van Allen, PLLC (WMA)
100 North Tryon Street, Floor 47
Charlotte, NC 28202-4003
Space above this line for Recorder's use
--------------------------------------------------------------------------------
MEMORANDUM OF
_____________
dt 209007
;
More... |
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Participation Agreement
Participation Agreement (592K)
Doc #314944: Click preview link for longer preview.
PARTICIPATION AGREEMENT
dated as of June 21, 2000
among
GSJC 30 HUDSON URBAN RENEWAL L.L.C. and GSJC 50 HUDSON URBAN RENEWAL L.L.C.,
jointly and severally as Lessee and Construction Agent,
THE GOLDMAN SACHS GROUP, INC.,
as Guarantor
GSJC LAND LLC,
as Ground Lessor,
HUDSON STREET LESSOR L.L.C.,
as Ground Lessee
30 HUDSON STREET LESSOR URBAN RENEWAL L.L.C. and
50 HUDSON STREET LESSOR URBAN RENEWAL L.L.C.,
jointly and severally as Lessor,
Various financial institutions named in Schedule II hereto,
as Investors,
HUDSON STREET LESSOR INVESTMENT TRUST 2000-1,
as Beneficial Owner,
WILMINGTON TRUST COMPANY,
not in its individual capacity except as specifically set forth herein,
but solely as Trustee,
HUDSON STREET FUNDING CORPORATION,
as a Lender,
GOLDMAN, SACHS & CO.,
as Administrative Agent to HSFC,
HATTERAS FUNDING CORPORATION,
as a Lender,
BANK OF AMERICA, NATIONAL ASSOCIATION,
as Administrator to Conduit,
VARIOUS FINANCIAL INSTITUTIONS,
as Liquidity Purchasers,
BANK OF AMERICA, NATIONAL ASSOCIATION,
as Liquidity Agent to the Liquidity Purchasers
and
THE CHASE MANHATTAN BANK,
{PAGE} 2
as Collateral Agent
{PAGE} 3
TABLE OF CONTENTS
{TABLE}
{CAPTION}
|