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$64	Preview Full Doc	2003	Senior Subordinated Secured Note Agreement Senior Subordinated Secured Note Agreement (185K) Doc #174717: Click preview link for longer preview. SENIOR SUBORDINATED SECURED NOTE AGREEMENT ------------------------------------------------ DATED AS OF JANUARY 14, 2003 ------------------------------------------------ {PAGE} TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE..............1 Section 1.01 Definitions.............................................1 Section 1.02 Other Definitions......................................15 Section 1.03 Rules Of Construction..................................16 ARTICLE 2 THE NOTES..............................................16 Section 2.01 Form And Dating........................................16 Section 2.02 Issuance; Execution....................................17 Section 2.03 Holder Lists...........................................17 Section 2.04 Transfer And Exchange..................................17 Section 2.05 Outstanding Notes......................................18 Section 2.06 Treasury Notes.........................................18 Section 2.07 Defaulted Interest.....................................19 ARTICLE 3 REDEMPTION AND PREPAYMENT..............................19 Section 3.01 No Optional Redemption.................................19 Section 3.02 Mandatory Redemption; Repurchase at Option of Holder...19 ARTICLE 4 COVENANTS..............................................19 Section 4.01 Payment Of Notes.......................................19 Section 4.02 Maintenance Of Office Or Agency........................19 Section 4.03 Reports................................................20 Section 4.04 Compliance Certificate.................................20 Section 4.05 Compliance with Laws; Payment of Taxes; Maintenance of Properties; Maintenance of Insurance.................20 Section 4.06 Stay, Extension And Usury Laws.........................21 Section 4.07 Prepayments of Subordinated Debt.......................21 Section 4.08 Board Observation Rights...............................21 Section 4.09 Incurrence Of Indebtedness.............................22 Section 4.10 Asset Sales............................................25 Section 4.11 Transactions With Affiliates...........................28 Section 4.12 Liens..................................................29 Section 4.13 Business Activities....................................29 Section 4.14 Corporate Existence....................................29 Section 4.15 Offer To Repurchase Upon Change Of Control.............29 Section 4.16 Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries...............................30 Section 4.17 Limitation on Issuances and Sales of Capital Stock of Wholly-Owned Subsidiaries............................31 Section 4.18 Use of Proceeds........................................31 Section 4.19 Limitation on Sale and Leaseback Transactions..........32 ARTICLE 5 SUCCESSORS.............................................32 i {PAGE} Section 5.01 Merger or Consolidation................................32 Section 5.02 Successor Corporation Substituted......................32 Section 5.03 Sale of All or Substantially All Assets................32 ARTICLE 6 DEFAULTS AND REMEDIES..................................33 Section 6.01 Events Of Default......................................33 Section 6.02 Acceleration...........................................36 Section 6.03 Other Remedies.........................................36 Section 6.04 Waiver Of Past Defaults................................37 Section 6.05 Control By Majority....................................37 Section 6.06 Rights Of Holders Of Notes To Receive Payment..........37 Section 6.07 Priorities.............................................37 Section 6.08 Indemnity..............................................38 ARTICLE 7 AMENDMENT, SUPPLEMENT AND WAIVER.......................38 ARTICLE 8 SUBORDINATION..........................................39 ARTICLE 9 COLLATERAL AND SECURITY................................40 Section 9.01 Collateral Agreements..................................40 Section 9.02 Authorization of Actions to be Taken Under the Collateral Agreements................................40 Section 9.03 Delivery of Additional Collateral Upon the Consummation of a Permitted CDO...................................41 Section 9.04 Termination of Security Interest.......................41 ARTICLE 10 MISCELLANEOUS..........................................41 Section 10.01 Notices................................................42 Section 10.02 No Personal Liability Of Directors, Officers, Employees And Stockholders....................................42 Section 10.03 Governing Law..........................................43 Section 10.04 No Adverse Interpretation Of Other Agreements..........43 Section 10.05 Statements Required In Certificate Or Opinion..........43 Section 10.06 Successors.............................................43 Section 10.07 Severability...........................................43 Section 10.08 Counterpart Originals..................................43 Section 10.09 Table Of Contents, Headings, Etc.......................44 Exhibits and Schedules Exhibit A Form of Note ii {PAGE} SENIOR SUBORDINATED SECURED NOTE AGREEMENT (as amended or supplemented from time to time, this "Agreement") dated as of January 14, 2003 by and between CRIIMI MAE INC., a Maryland corporation (together with any successors thereto, the "Company"), and BRASCAN REAL ESTATE FINANCE FUND I, L.P. (the "Initial Purchaser"). WHEREAS the Company and Brascan Real Estate Financial Investments LLC (the "Investor") have entered into that certain Investment Agreement dated as of November 14, 2002, as amended as of December 2, 2002 and as further amended as of January 13, 2003 (as so amended, the "Investment Agreement"), pursuant to which (a) the Company has agreed to issue and sell, and the Investor has agreed to purchase, $30,000,000 in aggregate principal amount of the Company's 15% Senior Subordinated Secured Notes Due 2006 (the "15% Subordinated Notes") and (b) at the option of the Company as more fully described in the Investment Agreement, the Company may issue and sell, and the Investor has agreed to purchase (and/or to cause one or more Affiliates of the Investor to purchase) up to $10,000,000 in aggregate principal amount of the Company's 20% Senior Subordinated Secured Notes Due 2006 (the "Additional Subordinated Notes" and, together with the 15% Subordinated Notes, the "Notes"), in each case on the terms and conditions set forth in the Investment Agreement and in this Agreement; and WHEREAS the Initial Purchaser is an Affiliate of the Investor; and WHEREAS the Investor has selected the Initial Purchaser to enter into this Agreement and to be the purchaser of the 15% Subordinated Notes and the Person to whom the Additional Subordinated Notes are originally issued (and, by entering into this Agreement, the Company is consenting to such selection for the express benefit of the Investor, notwithstanding anything to the contrary contained in the Investment Agreement): NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions. "Additional Subordinated Notes" has the meaning specified in the preamble to this Agreement. "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of 1 {PAGE} such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control. "Asset Sale" means the sale, lease, conveyance or other disposition of any assets by the Company or any Restricted Subsidiary, including by way of a sale and leaseback, whether in a single transaction or a series of related transactions, for net proceeds in excess of $5,000,000. Notwithstanding the foregoing, the following items shall not constitute Asset Sales: (i) a disposition of assets by the Company to a Restricted Subsidiary or by a Restricted Subsidiary to the Company or to another Restricted Subsidiary, (ii) a payment of dividends or a redemption of Preferred Equity Interests that is not prohibited under this Agreement, (iii) the grant of any Lien permitted to be incurred under Section 4.12 (and any foreclosure thereon), (iv) a disposition of Trading Assets, and (v) a disposition by the Company of the approximately $5.3 million face amount "Pleasant Bay" Ginnie Mae. Anything contained in this Agreement to the contrary notwithstanding, any Section 5.03 Asset Sale shall constitute an Asset Sale regardless of whether or not such Section 5.03 Asset Sale involves the sale or other disposition of any assets by the Company or any of its Restricted Subsidiaries. "Attributable Debt" means, with respect to any sale and leaseback transaction permitted under Section 4.19, the present value (discounted at the interest rate borne by the Notes, compounded semiannually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such sale and leaseback transaction (including any period for which such lease has been extended). "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. "Board of Directors" means, with respect to any Person, the board of directors, managers or trustees or other similar governing board of such Person, or any authorized committee of the Board of Directors, and, if not otherwise specified or inconsistent in the context, means the board of directors of the Company. "Board Resolution" means, as to any Person, a copy of a resolution certified pursuant to an Officer's Certificate to have been duly adopted by the Board of Directors of such Person and to be in full force and effect, and, if required hereunder, delivered to the Holders. "Business Day" means any day other than a Legal Holiday. "Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP. "Capital Stock" means, with respect to any Person, any and all shares, interests, participations, rights or other equivalents (however designated) of 174717	CRIIMI MAE CRIIMI MAE Inc. ( Real Estate ) As referenced in this Senior Subordinated Secured Note Agreement: CRIIMI MAE – {DOCUMENT} {TYPE}EX-4 {SEQUENCE}11 {FILENAME}sub_sec-nts06.txt {DESCRIPTION}SENIOR SUBORDINATED SECURED NOTE AGRMT {TEXT} EXHIBIT 4.1 EXECUTION COPY CRIIMI MAE INC. ------------------------------------------------ $30,000,000 15% SENIOR SUBORDINATED SECURED NOTES DUE 2006 ------------------------------------------------ SENIOR SUBORDINATED SECURED NOTE AGREEMENT ------------------------------------------------ DATED AS OF JANUARY 14, 2003 ------------------------------------------------ {PAGE} _____________ CRIIMI MAE – SUBORDINATED SECURED NOTE AGREEMENT (as amended or supplemented from time to time, this "Agreement") dated as of January 14, 2003 by and between CRIIMI MAE INC., a Maryland corporation (together with any successors thereto, the "Company"), and BRASCAN REAL ESTATE FINANCE FUND I, L.P. (the "Initial Purchaser"). _____________ CRIIMI MAE – of the Company (in either case whether or not the Company is the surviving corporation). "CMBS" means commercial mortgage-backed securities. "CMSLP" means CRIIMI MAE Services Limited Partnership, a Maryland limited partnership. 3 {PAGE} "Code" shall mean the Internal Revenue Code of 1986, as amended from time to _____________ CRIIMI MAE – requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the other's address set forth below: If to the Company: CRIIMI MAE Inc. 11200 Rockville Pike Rockville, Maryland 20852 Telecopier No.: (301) 231-0334 Attention: Chief Financial Officer If to the Initial Purchaser: Brascan Real _____________ CRIIMI MAE – in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] Dated as of January 14, 2003 CRIIMI MAE INC. /s/David B. Iannarone ----------------------------------- Name: David B. Iannarone Title: Executive Vice President BRASCAN REAL ESTATE FINANCE FUND I, L.P. /s/Barry _____________ dt 111691 ;	Brascan Real Estate Finance Fund I, L.P.
$60	Preview Full Doc	2003	Senior Subordinated Secured Note Agreement Senior Subordinated Secured Note Agreement (186K) Doc #868999: Click preview link for longer preview. CRIIMI MAE INC. ------------------------------------------------ $30,000,000 15% SENIOR SUBORDINATED SECURED NOTES DUE 2006 ------------------------------------------------ SENIOR SUBORDINATED SECURED NOTE AGREEMENT ------------------------------------------------ DATED AS OF JANUARY 14, 2003 ------------------------------------------------ < . . . 868999	CRIIMI MAE CRIIMI MAE Inc. ( Real Estate ) As referenced in this Senior Subordinated Secured Note Agreement: CRIIMI MAE – TYPE>EX-4 <SEQUENCE>11 <FILENAME>sub_sec-nts06.txt <DESCRIPTION>SENIOR SUBORDINATED SECURED NOTE AGRMT <TEXT> EXHIBIT 4.1 EXECUTION COPY CRIIMI MAE INC. ------------------------------------------------ $30,000,000 15% SENIOR SUBORDINATED SECURED NOTES DUE 2006 ------------------------------------------------ SENIOR SUBORDINATED SECURED NOTE AGREEMENT ------------------------------------------------ DATED AS OF JANUARY 14, 2003 ------------------------------------------------ <PAGE> TABLE OF CONTENTS Page ARTICLE _____________ CRIIMI MAE – of Note ii <PAGE> SENIOR SUBORDINATED SECURED NOTE AGREEMENT (as amended or supplemented from time to time, this "Agreement") dated as of January 14, 2003 by and between CRIIMI MAE INC., a Maryland corporation (together with any successors thereto, the "Company"), and BRASCAN REAL ESTATE FINANCE FUND I, L.P. (the "Initial Purchaser"). WHEREAS the Company and Brascan Real Estate _____________ CRIIMI MAE – in respect of REIT Qualifying Shares) Subsidiary of the Company (in either case whether or not the Company is the surviving corporation). "CMBS" means commercial mortgage-backed securities. "CMSLP" means CRIIMI MAE Services Limited Partnership, a Maryland limited partnership. 3 <PAGE> "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. "Collateral" means (i) all _____________ CRIIMI MAE – class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the other's address set forth below: If to the Company: CRIIMI MAE Inc. 11200 Rockville Pike Rockville, Maryland 20852 Telecopier No.: (301) 231-0334 Attention: Chief Financial Officer If to the Initial Purchaser: Brascan Real Estate Finance Fund I, L.P. c/ _____________ CRIIMI MAE – a part of this Agreement and shall in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] Dated as of January 14, 2003 CRIIMI MAE INC. /s/David B. Iannarone ----------------------------------- Name: David B. Iannarone Title: Executive Vice President BRASCAN REAL ESTATE FINANCE FUND I, L.P. /s/Barry Blattman ------------------------------------ Name: Barry Blattman Title: President 44 & _____________ dt 1464002
$37	Preview Full Doc	2007	Revolving Note Revolving Note (39K) Doc #2885005: Click preview link for longer preview. REVOLVING NOTE $32,000,000 May 22, 2007 FOR VALUE RECEIVED, the undersigned, ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited partnership formed under the laws of the State of Delaware (the ?Borrower?), hereby promises to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION (the ?Lender?), in care of Wachovia Bank, National Association, as Agent (the ?Agent?) at Wachovia Bank, National Association, One Wachovia Center, 301 South College Street, Charlotte, North Carolina 28288, or at such other . . . 2885005	Ashford Ashford Hospitality Trust Inc. ( Real Estate ) ; Keybank Keybank NA ( Money Center Banks ) As referenced in this Revolving Note: KEYBANK NA – VALUE RECEIVED, the undersigned, ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited partnership formed under the laws of the State of Delaware (the Borrower), hereby promises to pay to the order of KEYBANK NA TIONAL ASSOCIATION (the Lender), in care of Wachovia Bank, National Association, as Agent (the Agent) at Wachovia Bank, National Association, One Wachovia Center, 301 South College Street, Charlotte, North Carolina _____________ KeyBank Na – as of the date first written above. ASHFORD HOSPITALITY LIMITED PARTNERSHIP By: Ashford OP General Partner LLC, its general partner By: /S/ DAVID BROOKS Name: David Brooks Title: Vice President KeyBank Na tional Association Revolving Note 2 SCHEDULE OF REVOLVING LOANS This Note evidences Revolving Loans made under the within-described Credit Agreement to the Borrower, on the dates and in the _____________ dt 1709763 ;	Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Revolving Note: WACHOVIA BANK, NA – VALUE RECEIVED, the undersigned, ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited partnership formed under the laws of the State of Delaware (the Borrower), hereby promises to pay to the order of WACHOVIA BANK, NA TIONAL ASSOCIATION (the Lender), in care of Wachovia Bank, National Association, as Agent (the Agent) at Wachovia Bank, National Association, One Wachovia Center, 301 South College Street, Charlotte, North Carolina _____________ Wachovia Bank, Na – limited partnership formed under the laws of the State of Delaware (the Borrower), hereby promises to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION (the Lender), in care of Wachovia Bank, Na tional Association, as Agent (the Agent) at Wachovia Bank, National Association, One Wachovia Center, 301 South College Street, Charlotte, North Carolina 28288, or at such other address as may be _____________ Wachovia Bank, Na – of Delaware (the Borrower), hereby promises to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION (the Lender), in care of Wachovia Bank, National Association, as Agent (the Agent) at Wachovia Bank, Na tional Association, One Wachovia Center, 301 South College Street, Charlotte, North Carolina 28288, or at such other address as may be specified in writing by the Agent to the Borrower, _____________ Wachovia Bank, Na – as of the date first written above. ASHFORD HOSPITALITY LIMITED PARTNERSHIP By: Ashford OP General Partner LLC, its general partner By: /S/ DAVID BROOKS Name: David Brooks Title: Vice President Wachovia Bank, Na tional Association Revolving Note 2 SCHEDULE OF REVOLVING LOANS This Note evidences Revolving Loans made under the within-described Credit Agreement to the Borrower, on the dates and in the _____________ Wachovia Bank, Na – limited partnership formed under the laws of the State of Delaware (the Borrower), hereby promises to pay to the order of MERRILL LYNCH BANK USA (the Lender), in care of Wachovia Bank, Na tional Association, as Agent (the Agent) at Wachovia Bank, National Association, One Wachovia Center, 301 South College Street, Charlotte, North Carolina 28288, or at such other address as may be _____________ dt 1718563