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Guarantee
Guarantee (32K)
Doc #164824: Click preview link for longer preview.
GUARANTEE
GUARANTEE dated as of February 11, 2003 (this "Guarantee"), made by MGN
AMERICA, INC., a Nevada corporation (the "Guarantor"), in favor of BANK LEUMI
LE-ISRAEL B.M. (the "Lender").
W I T N E S S E T H:
WHEREAS, the Lender has agreed to extend credit up to an aggregate
amount of US$30,000,000 (the "Credit") to GAZIT GLOBE (1982) LTD., a company
incorporated under the laws of Israel (the "Borrower"), upon the terms and
subject to the conditions set forth in that certain (i) commitment letter dated
October 28, 2002, between the Lender and the Borrower (as amended, supplemented
or otherwise modified from time to time, the "Commitment Letter"), (ii) General
Conditions for Opening an Account and Receiving Credits in Foreign Currency and
in Israeli Currency dated November 25, 1994, between the Lender and the Borrower
(as amended, supplemented or otherwise modified from time to time, the "General
Terms"), (iii) Letter of Undertaking (re: compliance with margin regulations)
dated February 11, 2003, from the Borrower in favor of Lender (as amended,
supplemented or otherwise modified from time to time, the "Letter of
Undertaking"), and (iv) Deed of Pledge (Pledge and assignment of rights by way
of charge) dated February 11, 2003, between the Borrower and the Lender (as
amended, supplemented or otherwise modified from time to time, the "Deed of
Pledge," and together with the Commitment Letter, the General Terms and the
Letter of Undertaking, and any other documents or agreements entered into by the
Borrower in favor of Lender in connection with the Credit, the "Credit
Documents"); and
WHEREAS, the Borrower intends to loan or contribute the proceeds of the
Credit to the Guarantor, its subsidiary, in order that the Guarantor may
purchase of up to 4,284,820 shares of the capital stock of Equity One, Inc., a
Maryland corporation ("EOI"); and
WHEREAS, it is a condition precedent to the obligation of the Lender to
grant the Credit that, among other things, the Guarantor, guarantee the payment
and performance of the Credit and all other obligations of the Borrower under
the Credit Documents pursuant to this Guarantee;
NOW, THEREFORE, in consideration of the premises, the Guarantor hereby
agrees with the Lender as follows:
1. Defined terms.
(a) The following capitalized terms shall have the
following meanings:
"Cash Collateral Agreement": means that certain Cash
Collateral Agreement dated as of the date hereof, among the
Lender, the Guarantor and Bank Leumi USA, as amended, supplemented
or modified from time to time.
"Contractual Obligation" means as to any Person, any term or
provision of any security issued by such Person or of any
agreement, instrument or other undertaking to which such Person is
a party or by which it or any of its property is bound.
164824
|
Equity One
As referenced in this Guarantee:
Equity One, Inc – the Guarantor, its subsidiary, in order that the Guarantor may
purchase of up to 4,284,820 shares of the capital stock of Equity One, Inc ., a
Maryland corporation ("EOI"); and
WHEREAS, it is a condition precedent to the obligation of the Lender to
grant the Credit that,
_____________
dt 111842
;
 White & Case
As referenced in this Guarantee:
White &
Case – 33179, Attention: Chaim Katzman,
President, Fax No.: (305) 947-1734, with copy to : Jeffrey Oshinsky, White &
Case LLP, 200 S. Biscayne Blvd., Miami, FL 33180, Fax No.: (305) 358-5744.
The Lender
dt 32148
;
| MGN America, Inc.;
Bank Leumi Le-Israel B.M.
|
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Guarantee
Guarantee (3K)
Doc #254986: Click preview link for longer preview.
GUARANTEE
CarrAmerica Realty, L.P., a Delaware limited partnership (herein
referred to as the "Guarantor," which term includes any successor Guarantor
under the Indenture dated as of January 11, 2002 (the "Indenture") between
CarrAmerica Realty Corporation (the "Company"), the Guarantor and U.S. Bank
National Association, as the trustee (the "Trustee"), referred to in the Note
upon which this notation is endorsed), (i) has unconditionally guaranteed that
(a) the principal of, interest and premium, if any, on the 7.125% Senior Notes
due 2012 (the "Notes") will be promptly paid in full when due, subject to any
applicable grace period, whether at stated maturity, by acceleration or
otherwise and interest on the overdue principal of, and interest on interest, to
the extent lawful, and premium, if any, on the Notes and all other obligations
of the Company to the Holders (as defined in the Indenture) or the Trustee under
the Indenture or the Notes will be promptly paid in full, all in accordance with
the terms set forth in the Indenture and Notes; and (b) in case of any extension
of time of payment or renewal of the Notes or of any such other obligations, the
same will be promptly paid in full when due in accordance with the terms of the
extension or renewal, subject to any applicable grace period, whether at stated
maturity, by acceleration or otherwise, (ii) has agreed to pay any and all costs
and expenses (including reasonable attorneys' fees) incurred by the Trustee or
any Holder in enforcing any rights under this guarantee; provided, however, that
this guarantee is limited as to the Guarantor to the extent necessary not to
constitute a fraudulent conveyance or fraudulent transfer.
254986
|
CarrAmerica
As referenced in this Guarantee:
CarrAmerica Realty, – {DOCUMENT}
{TYPE}EX-4.3
{SEQUENCE}7
{FILENAME}dex43.txt
{DESCRIPTION}GUARANTEE
{TEXT}
{PAGE}
Exhibit 4.3
GUARANTEE
CarrAmerica Realty, L.P., a Delaware limited partnership (herein
referred to as the "Guarantor," which term includes any successor Guarantor
under the Indenture dated
_____________
CarrAmerica Realty – referred to as the "Guarantor," which term includes any successor Guarantor
under the Indenture dated as of January 11, 2002 (the "Indenture") between
CarrAmerica Realty Corporation (the "Company"), the Guarantor and U.S. Bank
National Association, as the trustee (the "Trustee"), referred to in the Note
upon which
_____________
CARRAMERICA REALTY, – one of its authorized officers.
{PAGE}
IN WITNESS WHEREOF, the Guarantor has caused this guarantee to be duly
executed by its authorized officer.
CARRAMERICA REALTY, L.P.
By: CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By: /s/ Thomas A. Carr
---------------------------------
Name: Thomas A. Carr
Title:
_____________
CarrAmerica Realty – PAGE}
IN WITNESS WHEREOF, the Guarantor has caused this guarantee to be duly
executed by its authorized officer.
CARRAMERICA REALTY, L.P.
By: CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By: /s/ Thomas A. Carr
---------------------------------
Name: Thomas A. Carr
Title: President
{/TEXT}
{/DOCUMENT}
_____________
dt 110874
;
CarrAmerica
As referenced in this Guarantee:
CarrAmerica Realty, – {DOCUMENT}
{TYPE}EX-4.3
{SEQUENCE}7
{FILENAME}dex43.txt
{DESCRIPTION}GUARANTEE
{TEXT}
{PAGE}
Exhibit 4.3
GUARANTEE
CarrAmerica Realty, L.P., a Delaware limited partnership (herein
referred to as the "Guarantor," which term includes any successor Guarantor
under the Indenture dated
_____________
CarrAmerica Realty – referred to as the "Guarantor," which term includes any successor Guarantor
under the Indenture dated as of January 11, 2002 (the "Indenture") between
CarrAmerica Realty Corporation (the "Company"), the Guarantor and U.S. Bank
National Association, as the trustee (the "Trustee"), referred to in the Note
upon which
_____________
CARRAMERICA REALTY, – one of its authorized officers.
{PAGE}
IN WITNESS WHEREOF, the Guarantor has caused this guarantee to be duly
executed by its authorized officer.
CARRAMERICA REALTY, L.P.
By: CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By: /s/ Thomas A. Carr
---------------------------------
Name: Thomas A. Carr
Title:
_____________
CarrAmerica Realty – PAGE}
IN WITNESS WHEREOF, the Guarantor has caused this guarantee to be duly
executed by its authorized officer.
CARRAMERICA REALTY, L.P.
By: CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By: /s/ Thomas A. Carr
---------------------------------
Name: Thomas A. Carr
Title: President
{/TEXT}
{/DOCUMENT}
_____________
dt 110874
;
CarrAmerica
As referenced in this Guarantee:
CarrAmerica Realty, L.P. – {DOCUMENT}
{TYPE}EX-4.3
{SEQUENCE}7
{FILENAME}dex43.txt
{DESCRIPTION}GUARANTEE
{TEXT}
{PAGE}
Exhibit 4.3
GUARANTEE
CarrAmerica Realty, L.P. , a Delaware limited partnership (herein
referred to as the "Guarantor," which term includes any successor Guarantor
under the Indenture dated as of
_____________
CARRAMERICA REALTY, L.P. – one of its authorized officers.
{PAGE}
IN WITNESS WHEREOF, the Guarantor has caused this guarantee to be duly
executed by its authorized officer.
CARRAMERICA REALTY, L.P.
By: CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By: /s/ Thomas A. Carr
---------------------------------
Name: Thomas A. Carr
Title: President
{/TEXT}
{/
_____________
dt 113359
;
|
CarrAmerica
As referenced in this Guarantee:
CarrAmerica Realty, L.P. – {DOCUMENT}
{TYPE}EX-4.3
{SEQUENCE}7
{FILENAME}dex43.txt
{DESCRIPTION}GUARANTEE
{TEXT}
{PAGE}
Exhibit 4.3
GUARANTEE
CarrAmerica Realty, L.P. , a Delaware limited partnership (herein
referred to as the "Guarantor," which term includes any successor Guarantor
under the Indenture dated as of
_____________
CARRAMERICA REALTY, L.P. – one of its authorized officers.
{PAGE}
IN WITNESS WHEREOF, the Guarantor has caused this guarantee to be duly
executed by its authorized officer.
CARRAMERICA REALTY, L.P.
By: CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By: /s/ Thomas A. Carr
---------------------------------
Name: Thomas A. Carr
Title: President
{/TEXT}
{/
_____________
dt 113359
;
 U.S. Bank, NA
As referenced in this Guarantee:
U.S. Bank
National Association, – any successor Guarantor
under the Indenture dated as of January 11, 2002 (the "Indenture") between
CarrAmerica Realty Corporation (the "Company"), the Guarantor and U.S. Bank
National Association, as the trustee (the "Trustee"), referred to in the Note
upon which this notation is endorsed), (i) has unconditionally guaranteed that
(a)
_____________
dt 188404
|
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Guarantee
Guarantee (3K)
Doc #255606: Click preview link for longer preview.
GUARANTEE
CarrAmerica Realty, L.P., a Delaware limited partnership (herein referred to as the Guarantor, which term includes any successor Guarantor under the Indenture dated as of January 11, 2002 (the Indenture) between CarrAmerica Realty Corporation (the Company), the Guarantor and U.S. Bank National Association, as the trustee (the Trustee), referred to in the Note upon which this notation is endorsed), (i) has unconditionally guaranteed that (a) the principal of, interest and premium, if any, on the 3.625% Senior Notes due 2009 (the Notes) will be promptly paid in full when due, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise and interest on the overdue principal of, and interest on interest, to the extent lawful, and premium, if any, on the Notes and all other obligations of the Company to the Holders (as defined in the Indenture) or the Trustee under the Indenture or the Notes will be promptly paid in full, all in accordance with the terms set forth in the Indenture and Notes; and (b) in case of any extension of time of payment or renewal of the Notes or of any such other obligations, the same will be promptly paid in full when due in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, (ii) has agreed to pay any and all costs and expenses (including reasonable attorneys fees) incurred by the Trustee or any Holder in enforcing any rights under this guarantee; provided, however, that this guarantee is limited as to the Guarantor to the extent necessary not to constitute a fraudulent conveyance or fraudulent transfer.
255606
|
CarrAmerica
As referenced in this Guarantee:
CarrAmerica Realty, –
Exhibit 4.3
EX-4.3 5 dex43.htm EXHIBIT 4.3
Exhibit 4.3
GUARANTEE
CarrAmerica Realty, L.P., a Delaware limited partnership (herein referred to as the Guarantor, which term includes any successor Guarantor under the Indenture dated
_____________
CarrAmerica Realty – referred to as the Guarantor, which term includes any successor Guarantor under the Indenture dated as of January 11, 2002 (the Indenture) between CarrAmerica Realty Corporation (the Company), the Guarantor and U.S. Bank National Association, as the trustee (the Trustee), referred to in the Note upon which
_____________
CARRAMERICA REALTY, – its authorized officers.
IN WITNESS WHEREOF, the Guarantor has caused this guarantee to be duly executed by its authorized officer.
Dated: March , 2004
CARRAMERICA REALTY, L.P.
By:
CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By:
Name:
Title:
_____________
CarrAmerica Realty – WHEREOF, the Guarantor has caused this guarantee to be duly executed by its authorized officer.
Dated: March , 2004
CARRAMERICA REALTY, L.P.
By:
CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By:
Name:
Title:
_____________
dt 111462
;
CarrAmerica
As referenced in this Guarantee:
CarrAmerica Realty, –
Exhibit 4.3
EX-4.3 5 dex43.htm EXHIBIT 4.3
Exhibit 4.3
GUARANTEE
CarrAmerica Realty, L.P., a Delaware limited partnership (herein referred to as the Guarantor, which term includes any successor Guarantor under the Indenture dated
_____________
CarrAmerica Realty – referred to as the Guarantor, which term includes any successor Guarantor under the Indenture dated as of January 11, 2002 (the Indenture) between CarrAmerica Realty Corporation (the Company), the Guarantor and U.S. Bank National Association, as the trustee (the Trustee), referred to in the Note upon which
_____________
CARRAMERICA REALTY, – its authorized officers.
IN WITNESS WHEREOF, the Guarantor has caused this guarantee to be duly executed by its authorized officer.
Dated: March , 2004
CARRAMERICA REALTY, L.P.
By:
CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By:
Name:
Title:
_____________
CarrAmerica Realty – WHEREOF, the Guarantor has caused this guarantee to be duly executed by its authorized officer.
Dated: March , 2004
CARRAMERICA REALTY, L.P.
By:
CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By:
Name:
Title:
_____________
dt 111462
;
CarrAmerica
As referenced in this Guarantee:
CarrAmerica Realty, L.P. –
Exhibit 4.3
EX-4.3 5 dex43.htm EXHIBIT 4.3
Exhibit 4.3
GUARANTEE
CarrAmerica Realty, L.P. , a Delaware limited partnership (herein referred to as the Guarantor, which term includes any successor Guarantor under the Indenture dated as of
_____________
CARRAMERICA REALTY, L.P. – its authorized officers.
IN WITNESS WHEREOF, the Guarantor has caused this guarantee to be duly executed by its authorized officer.
Dated: March , 2004
CARRAMERICA REALTY, L.P.
By:
CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By:
Name:
Title:
_____________
dt 113598
;
|
CarrAmerica
As referenced in this Guarantee:
CarrAmerica Realty, L.P. –
Exhibit 4.3
EX-4.3 5 dex43.htm EXHIBIT 4.3
Exhibit 4.3
GUARANTEE
CarrAmerica Realty, L.P. , a Delaware limited partnership (herein referred to as the Guarantor, which term includes any successor Guarantor under the Indenture dated as of
_____________
CARRAMERICA REALTY, L.P. – its authorized officers.
IN WITNESS WHEREOF, the Guarantor has caused this guarantee to be duly executed by its authorized officer.
Dated: March , 2004
CARRAMERICA REALTY, L.P.
By:
CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By:
Name:
Title:
_____________
dt 113598
;
U.S. Bank, NA
As referenced in this Guarantee:
U.S. Bank National Association, – any successor Guarantor under the Indenture dated as of January 11, 2002 (the Indenture) between CarrAmerica Realty Corporation (the Company), the Guarantor and U.S. Bank National Association, as the trustee (the Trustee), referred to in the Note upon which this notation is endorsed), (i) has unconditionally guaranteed that (a)
_____________
dt 188493
|
| Preview
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Guarantee
Guarantee (3K)
Doc #255648: Click preview link for longer preview.
GUARANTEE
CarrAmerica Realty, L.P., a Delaware limited partnership (herein
referred to as the "Guarantor," which term includes any successor Guarantor
under the Indenture dated as of January 11, 2002 (the "Indenture") between
CarrAmerica Realty Corporation (the "Company"), the Guarantor and U.S. Bank
National Association, as the trustee (the "Trustee"), referred to in the Note
upon which this notation is endorsed), (i) has unconditionally guaranteed that
(a) the principal of, interest and premium, if any, on the 5.25% Senior Notes
due 2007 (the "Notes") will be promptly paid in full when due, subject to any
applicable grace period, whether at stated maturity, by acceleration or
otherwise and interest on the overdue principal of, and interest on interest, to
the extent lawful, and premium, if any, on the Notes and all other obligations
of the Company to the Holders (as defined in the Indenture) or the Trustee under
the Indenture or the Notes will be promptly paid in full, all in accordance with
the terms set forth in the Indenture and Notes; and (b) in case of any extension
of time of payment or renewal of the Notes or of any such other obligations, the
same will be promptly paid in full when due in accordance with the terms of the
extension or renewal, subject to any applicable grace period, whether at stated
maturity, by acceleration or otherwise, (ii) has agreed to pay any and all costs
and expenses (including reasonable attorneys' fees) incurred by the Trustee or
any Holder in enforcing any rights under this guarantee; provided, however, that
this guarantee is limited as to the Guarantor to the extent necessary not to
constitute a fraudulent conveyance or fraudulent transfer.
255648
|
CarrAmerica
As referenced in this Guarantee:
CarrAmerica Realty, – {DOCUMENT}
{TYPE}EX-4.3
{SEQUENCE}5
{FILENAME}dex43.txt
{DESCRIPTION}EXHIBIT 4.3
{TEXT}
{PAGE}
Exhibit 4.3
GUARANTEE
CarrAmerica Realty, L.P., a Delaware limited partnership (herein
referred to as the "Guarantor," which term includes any successor Guarantor
under the Indenture dated
_____________
CarrAmerica Realty – referred to as the "Guarantor," which term includes any successor Guarantor
under the Indenture dated as of January 11, 2002 (the "Indenture") between
CarrAmerica Realty Corporation (the "Company"), the Guarantor and U.S. Bank
National Association, as the trustee (the "Trustee"), referred to in the Note
upon which
_____________
CARRAMERICA REALTY, – officers.
{PAGE}
IN WITNESS WHEREOF, the Guarantor has caused this guarantee to be duly
executed by its authorized officer.
Dated: November 25, 2002
CARRAMERICA REALTY, L.P.
By: CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By: /s/ Thomas A. Carr
-----------------------------------------
Name: Thomas A. Carr
Title:
_____________
CarrAmerica Realty – the Guarantor has caused this guarantee to be duly
executed by its authorized officer.
Dated: November 25, 2002
CARRAMERICA REALTY, L.P.
By: CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By: /s/ Thomas A. Carr
-----------------------------------------
Name: Thomas A. Carr
Title: Chief Executive Officer
{/TEXT}
{/DOCUMENT}
_____________
dt 111500
;
CarrAmerica
As referenced in this Guarantee:
CarrAmerica Realty, – {DOCUMENT}
{TYPE}EX-4.3
{SEQUENCE}5
{FILENAME}dex43.txt
{DESCRIPTION}EXHIBIT 4.3
{TEXT}
{PAGE}
Exhibit 4.3
GUARANTEE
CarrAmerica Realty, L.P., a Delaware limited partnership (herein
referred to as the "Guarantor," which term includes any successor Guarantor
under the Indenture dated
_____________
CarrAmerica Realty – referred to as the "Guarantor," which term includes any successor Guarantor
under the Indenture dated as of January 11, 2002 (the "Indenture") between
CarrAmerica Realty Corporation (the "Company"), the Guarantor and U.S. Bank
National Association, as the trustee (the "Trustee"), referred to in the Note
upon which
_____________
CARRAMERICA REALTY, – officers.
{PAGE}
IN WITNESS WHEREOF, the Guarantor has caused this guarantee to be duly
executed by its authorized officer.
Dated: November 25, 2002
CARRAMERICA REALTY, L.P.
By: CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By: /s/ Thomas A. Carr
-----------------------------------------
Name: Thomas A. Carr
Title:
_____________
CarrAmerica Realty – the Guarantor has caused this guarantee to be duly
executed by its authorized officer.
Dated: November 25, 2002
CARRAMERICA REALTY, L.P.
By: CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By: /s/ Thomas A. Carr
-----------------------------------------
Name: Thomas A. Carr
Title: Chief Executive Officer
{/TEXT}
{/DOCUMENT}
_____________
dt 111500
;
CarrAmerica
As referenced in this Guarantee:
CarrAmerica Realty, L.P. – {DOCUMENT}
{TYPE}EX-4.3
{SEQUENCE}5
{FILENAME}dex43.txt
{DESCRIPTION}EXHIBIT 4.3
{TEXT}
{PAGE}
Exhibit 4.3
GUARANTEE
CarrAmerica Realty, L.P. , a Delaware limited partnership (herein
referred to as the "Guarantor," which term includes any successor Guarantor
under the Indenture dated as of
_____________
CARRAMERICA REALTY, L.P. – officers.
{PAGE}
IN WITNESS WHEREOF, the Guarantor has caused this guarantee to be duly
executed by its authorized officer.
Dated: November 25, 2002
CARRAMERICA REALTY, L.P.
By: CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By: /s/ Thomas A. Carr
-----------------------------------------
Name: Thomas A. Carr
Title: Chief Executive
_____________
dt 113610
;
|
CarrAmerica
As referenced in this Guarantee:
CarrAmerica Realty, L.P. – {DOCUMENT}
{TYPE}EX-4.3
{SEQUENCE}5
{FILENAME}dex43.txt
{DESCRIPTION}EXHIBIT 4.3
{TEXT}
{PAGE}
Exhibit 4.3
GUARANTEE
CarrAmerica Realty, L.P. , a Delaware limited partnership (herein
referred to as the "Guarantor," which term includes any successor Guarantor
under the Indenture dated as of
_____________
CARRAMERICA REALTY, L.P. – officers.
{PAGE}
IN WITNESS WHEREOF, the Guarantor has caused this guarantee to be duly
executed by its authorized officer.
Dated: November 25, 2002
CARRAMERICA REALTY, L.P.
By: CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By: /s/ Thomas A. Carr
-----------------------------------------
Name: Thomas A. Carr
Title: Chief Executive
_____________
dt 113610
;
U.S. Bank, NA
As referenced in this Guarantee:
U.S. Bank
National Association, – any successor Guarantor
under the Indenture dated as of January 11, 2002 (the "Indenture") between
CarrAmerica Realty Corporation (the "Company"), the Guarantor and U.S. Bank
National Association, as the trustee (the "Trustee"), referred to in the Note
upon which this notation is endorsed), (i) has unconditionally guaranteed that
(a)
_____________
dt 188497
|
| Preview
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Guarantee
Guarantee (3K)
Doc #255652: Click preview link for longer preview.
GUARANTEE
CarrAmerica Realty, L.P., a Delaware limited partnership (herein referred
to as the "Guarantor," which term includes any successor Guarantor under the
Indenture dated as of January 11, 2002 (the "Indenture") between CarrAmerica
Realty Corporation (the "Company"), the Guarantor and U.S. Bank National
Association, as the trustee (the "Trustee"), referred to in the Note upon which
this notation is endorsed), (i) has unconditionally guaranteed that (a) the
principal of, interest and premium, if any, on the 5.261% Senior Notes due 2007
(the "Notes") will be promptly paid in full when due, subject to any applicable
grace period, whether at stated maturity, by acceleration or otherwise and
interest on the overdue principal of, and interest on interest, to the extent
lawful, and premium, if any, on the Notes and all other obligations of the
Company to the Holders (as defined in the Indenture) or the Trustee under the
Indenture or the Notes will be promptly paid in full, all in accordance with the
terms set forth in the Indenture and Notes; and (b) in case of any extension of
time of payment or renewal of the Notes or of any such other obligations, the
same will be promptly paid in full when due in accordance with the terms of the
extension or renewal, subject to any applicable grace period, whether at stated
maturity, by acceleration or otherwise, (ii) has agreed to pay any and all costs
and expenses (including reasonable attorneys' fees) incurred by the Trustee or
any Holder in enforcing any rights under this guarantee; provided, however, that
this guarantee is limited as to the Guarantor to the extent necessary not to
constitute a fraudulent conveyance or fraudulent transfer.
255652
|
CarrAmerica
As referenced in this Guarantee:
CarrAmerica Realty, – {DOCUMENT}
{TYPE}EX-4.3
{SEQUENCE}5
{FILENAME}dex43.txt
{DESCRIPTION}EXHIBIT 4.3
{TEXT}
{PAGE}
Exhibit 4.3
GUARANTEE
CarrAmerica Realty, L.P., a Delaware limited partnership (herein referred
to as the "Guarantor," which term includes any successor Guarantor under the
Indenture dated
_____________
CarrAmerica
Realty – referred
to as the "Guarantor," which term includes any successor Guarantor under the
Indenture dated as of January 11, 2002 (the "Indenture") between CarrAmerica
Realty Corporation (the "Company"), the Guarantor and U.S. Bank National
Association, as the trustee (the "Trustee"), referred to in the Note upon which
_____________
CARRAMERICA REALTY, – officers.
{PAGE}
IN WITNESS WHEREOF, the Guarantor has caused this guarantee to be duly
executed by its authorized officer.
Dated: November 20, 2002
CARRAMERICA REALTY, L.P.
By: CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By: /s/ Thomas A. Carr
---------------------------------
Name: Thomas A. Carr
Title:
_____________
CarrAmerica Realty – the Guarantor has caused this guarantee to be duly
executed by its authorized officer.
Dated: November 20, 2002
CARRAMERICA REALTY, L.P.
By: CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By: /s/ Thomas A. Carr
---------------------------------
Name: Thomas A. Carr
Title: Chief Executive Officer
{/TEXT}
{/DOCUMENT}
_____________
dt 111504
;
CarrAmerica
As referenced in this Guarantee:
CarrAmerica Realty, – {DOCUMENT}
{TYPE}EX-4.3
{SEQUENCE}5
{FILENAME}dex43.txt
{DESCRIPTION}EXHIBIT 4.3
{TEXT}
{PAGE}
Exhibit 4.3
GUARANTEE
CarrAmerica Realty, L.P., a Delaware limited partnership (herein referred
to as the "Guarantor," which term includes any successor Guarantor under the
Indenture dated
_____________
CarrAmerica
Realty – referred
to as the "Guarantor," which term includes any successor Guarantor under the
Indenture dated as of January 11, 2002 (the "Indenture") between CarrAmerica
Realty Corporation (the "Company"), the Guarantor and U.S. Bank National
Association, as the trustee (the "Trustee"), referred to in the Note upon which
_____________
CARRAMERICA REALTY, – officers.
{PAGE}
IN WITNESS WHEREOF, the Guarantor has caused this guarantee to be duly
executed by its authorized officer.
Dated: November 20, 2002
CARRAMERICA REALTY, L.P.
By: CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By: /s/ Thomas A. Carr
---------------------------------
Name: Thomas A. Carr
Title:
_____________
CarrAmerica Realty – the Guarantor has caused this guarantee to be duly
executed by its authorized officer.
Dated: November 20, 2002
CARRAMERICA REALTY, L.P.
By: CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By: /s/ Thomas A. Carr
---------------------------------
Name: Thomas A. Carr
Title: Chief Executive Officer
{/TEXT}
{/DOCUMENT}
_____________
dt 111504
;
CarrAmerica
As referenced in this Guarantee:
CarrAmerica Realty, L.P. – {DOCUMENT}
{TYPE}EX-4.3
{SEQUENCE}5
{FILENAME}dex43.txt
{DESCRIPTION}EXHIBIT 4.3
{TEXT}
{PAGE}
Exhibit 4.3
GUARANTEE
CarrAmerica Realty, L.P. , a Delaware limited partnership (herein referred
to as the "Guarantor," which term includes any successor Guarantor under the
Indenture dated as of
_____________
CARRAMERICA REALTY, L.P. – officers.
{PAGE}
IN WITNESS WHEREOF, the Guarantor has caused this guarantee to be duly
executed by its authorized officer.
Dated: November 20, 2002
CARRAMERICA REALTY, L.P.
By: CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By: /s/ Thomas A. Carr
---------------------------------
Name: Thomas A. Carr
Title: Chief Executive
_____________
dt 113614
;
|
CarrAmerica
As referenced in this Guarantee:
CarrAmerica Realty, L.P. – {DOCUMENT}
{TYPE}EX-4.3
{SEQUENCE}5
{FILENAME}dex43.txt
{DESCRIPTION}EXHIBIT 4.3
{TEXT}
{PAGE}
Exhibit 4.3
GUARANTEE
CarrAmerica Realty, L.P. , a Delaware limited partnership (herein referred
to as the "Guarantor," which term includes any successor Guarantor under the
Indenture dated as of
_____________
CARRAMERICA REALTY, L.P. – officers.
{PAGE}
IN WITNESS WHEREOF, the Guarantor has caused this guarantee to be duly
executed by its authorized officer.
Dated: November 20, 2002
CARRAMERICA REALTY, L.P.
By: CarrAmerica Realty GP Holdings, Inc.,
as its general partner
By: /s/ Thomas A. Carr
---------------------------------
Name: Thomas A. Carr
Title: Chief Executive
_____________
dt 113614
;
U.S. Bank, NA
As referenced in this Guarantee:
U.S. Bank National
Association, – any successor Guarantor under the
Indenture dated as of January 11, 2002 (the "Indenture") between CarrAmerica
Realty Corporation (the "Company"), the Guarantor and U.S. Bank National
Association, as the trustee (the "Trustee"), referred to in the Note upon which
this notation is endorsed), (i) has unconditionally guaranteed that (a)
_____________
dt 188500
|
| Full Doc
| 2001 |
Guarantee Agreement
Guarantee Agreement (55K)
Doc #256544: This document is immediately available for purchase, but does not have a preview available for viewing.
GUARANTEE AGREEMENT
between
SENIOR HOUSING PROPERTIES TRUST
and
STREET STATE BANK AND TRUST COMPANY
Relating to the Preferred Securities of
SNH CAPITAL TRUST I
Dated as of June 21, 2001
{PAGE}
Certain Sections of this Agreement relating to Sections 310 through 318,
inclusive, of the Trust Indenture Act of 1939:
Trust Indenture
Act Section Agreement Section
ss.310 (a)(1)..............................................................4.1
(a)(2)..............................................................4.1
(a)(3)...................................................Not Applicable
(a)(4)...................................................Not Applicable
(a)(5)..............................................................4.1
(b)............................................................2.8, 4.1
(c)......................................................Not Applicable
ss.311 (a).................................................................2.2
(b).................................................................2.2
(c)......................................................Not Applicable
ss.312.....................................................................2.2
ss.313.....................................................................2.3
ss.314 (a).................................................................2.4
(b)......................................................Not Applicable
(c).................................................................2.5
(d)......................................................Not Applicable
(e).................................................................1.1
ss.315 (a)............................................................3.1, 3.2
(b).................................................................2.7
(c).................................................................3.1
(d).................................................................3.2
ss.316 (a)(1)(A)...........................................................5.4
(a)(1)(B)...........................................................2.6
(a)(2)...................................................Not Applicable
(b).................................................................5.4
(c)......................................................Not Applicable
ss.317.....................................................................2.1
ss.318.....................................................................2.1
----------------------
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be
part of the Agreement.
{PAGE}
GUARANTEE AGREEMENT
This GUARANTEE AGREEMENT, dated as of June 21, 2001, is executed and delivered
by SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the
"Guarantor") and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust
company, as trustee (the "Guarantee Trustee"), for the benefit of the Holders
(as defined herein) from time to time of the Preferred Securities (as defined
herein) of SNH Capital Trust I, a Maryland statutory business trust (the
"Issuer").
WHEREAS, pursuant to an Amended and Restated Trust Agreement (the
"Trust Agreement"), dated as of June 21, 2001, among the Trustees named therein,
the Guarantor, as Depositor, and the Holders from time to time of undivided
beneficial interests in the assets of the Issuer, the Issuer is issuing up to
$28,750,000 of its 10.125% Trust Preferred Securities (liquidation amount $25.00
per preferred security) (the "Preferred Securities") representing preferred
undivided beneficial interests in the assets of the Issuer and having the terms
set forth in the Trust Agreement;
WHEREAS, the Preferred Securities will be issued by the Issuer and the
proceeds thereof, together with the proceeds from the issuance of the Issuer's
Common Securities (as defined below), will be used to purchase the Debt
Securities (as defined in the Trust Agreement) of the Guarantor which will be
deposited with State Street Bank and Trust Company, as Property Trustee under
the Trust Agreement, as trust assets; and
WHEREAS, as incentive for the Holders to purchase Preferred Securities,
the Guarantor desires irrevocably and unconditionally to agree, to the extent
set forth herein, to pay to the Holders of the Preferred Securities the
Guarantee Payments (as defined herein) and to make certain other payments on the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the purchase by each Holder of
Preferred Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for
the benefit of the Holders from time to time of the Preferred Securities.
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions. As used in this Guarantee Agreement, the terms
set forth below shall, unless the context otherwise requires, have the following
meanings. Capitalized or otherwise defined terms used but not otherwise defined
herein shall have the meanings assigned to such terms in the Trust Agreement as
in effect on the date hereof.
"Additional Sums" means such additional amounts as may be necessary in
order that the amount of distributions due and payable by the Issuer on the
Preferred Securities and Common Securities that at any time remain outstanding
in accordance with the terms thereof shall not be reduced as a result of any
additional taxes, duties, assessments and other governmental charges of whatever
nature, imposed by the United States government or any other taxing authority
(but
{PAGE}
not including withholding taxes imposed on holders of such Preferred Securities
and Common Securities).
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct common control with such
specified Person; provided, however, that an Affiliate of the Guarantor shall
not be deemed to include the Issuer. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"Common Securities" means the securities representing common beneficial
interests in the assets of the Issuer.
"Debentures" means up to $29,639,200 of the 10.125% Junior Subordinated
Debentures due June 15, 2041 of the Guarantor issuable pursuant to the
Indenture.
"Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Guarantee Agreement; provided, however,
that, except with respect to a default in payment of any Guarantee Payments, no
Event of Default shall be deemed to have occurred under this Guarantee Agreement
unless and until the Guarantor shall have received written notice of default
from the Guarantee Trustee and shall not have cured such default within 60 days
after receipt of such notice.
"Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by or on behalf of the Issuer: (i) any accumulated and unpaid
Distributions (as defined in the Trust Agreement) required to be paid on the
Preferred Securities, to the extent the Issuer shall have funds on hand legally
available therefor at such time, (ii) the redemption price set forth in the
Trust Agreement, including premium, if any, all accrued and unpaid Distributions
to the date of redemption (the "Redemption Price"), with respect to the
Preferred Securities called for redemption by the Issuer to the extent the
Issuer shall have funds on hand legally available therefor, and (iii) upon a
voluntary or involuntary dissolution, winding-up or liquidation of the Issuer,
other than in connection with the distribution of Debt Securities to the Holders
or the redemption of all Preferred Securities issued by the Issuer, the lesser
of (a) the aggregate of the liquidation amount of $25.00 per Preferred Security
plus accrued and unpaid Distributions on the Preferred Securities to the date of
payment to the extent the Issuer shall have funds on hand legally available to
make such payment and (b) the amount of assets of the Issuer remaining available
for distribution to Holders in liquidation of the Issuer (in either case, the
"Liquidation Distribution").
"Guarantee Trustee" means State Street Bank and Trust Company, until a
Successor Guarantee Trustee has been appointed and has accepted such appointment
pursuant to the terms of this Guarantee Agreement and thereafter means each such
Successor Guarantee Trustee.
"Holder" means any holder, as registered on the books and records of
the Issuer, of any Preferred Securities; provided, however, that in determining
whether the holders of the requisite
-2-
{PAGE}
percentage of Preferred Securities have given any request, notice, consent or
waiver hereunder, "Holder" shall not include the Guarantor, the Guarantee
Trustee or any Affiliate of the Guarantor or the Guarantee Trustee.
"Indenture" means the Junior Subordinated Indenture dated as of June
21, 2001 with respect to the Debt Securities, between the Guarantor and State
Street Bank and Trust Company, as trustee, as the same may be supplemented and
amended from time to time.
"List of Holders" has the meaning specified in Section 2.2(a).
"Majority in Liquidation Amount of the Securities" means, except as
provided by the Trust Indenture Act, a vote by the Holder(s), voting separately
as a class, of more than 50% of the aggregate liquidation amount of all the
outstanding Preferred Securities issued by the Issuer.
"Officers' Certificate" means, with respect to any Person, a
certificate signed by (i) the Chairman of the Board, a Vice Chairman of the
Board, the Chief Executive Officer, the Chief Operating Officer, the President
or a Vice President, and (ii) the Chief Financial Officer, the Treasurer, an
Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary of
such Person, delivered to the Guarantee Trustee. Any Officer's Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Guarantee Agreement shall include:
(a) a statement that each officer signing the Officers'
Certificate has read the covenant or condition and the definitions relating
256544
|
SHPT
As referenced in this Guarantee Agreement:
SENIOR HOUSING PROPERTIES TRUST
– {DOCUMENT}
{TYPE}EX-4.4
{SEQUENCE}6
{FILENAME}ex4-4.txt
{TEXT}
EXHIBIT 4.4
GUARANTEE AGREEMENT
between
SENIOR HOUSING PROPERTIES TRUST
and
STREET STATE BANK AND TRUST COMPANY
Relating to the Preferred Securities of
SNH CAPITAL TRUST I
Dated as of June 21,
_____________
SENIOR HOUSING PROPERTIES TRUST, – to be
part of the Agreement.
{PAGE}
GUARANTEE AGREEMENT
This GUARANTEE AGREEMENT, dated as of June 21, 2001, is executed and delivered
by SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the
"Guarantor") and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust
company, as trustee (the "
_____________
Senior Housing Properties Trust
– to the Guarantor, to the address set forth below or
such other address as the Guarantor may give notice of to the Holders:
Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attention: Treasurer
(b) if given to the Issuer, in care of the Guarantee Trustee, at
the
_____________
Senior Housing Properties Trust
– address as the Guarantee Trustee on behalf of the Issuer may give notice of to
the Holders:
SNH Capital Trust I
c/o Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attention: Treasurer
-14-
{PAGE}
with a copy to:
State Street Bank and Trust Company
2 Avenue
_____________
SENIOR HOUSING PROPERTIES TRUST
– shall together constitute but one and the same instrument.
THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.
SENIOR HOUSING PROPERTIES TRUST
By: /s/ David J. Hegarty
Name: David J. Hegarty
Title: President
STATE STREET BANK AND TRUST COMPANY,
as Guarantee Trustee
By: /s/
_____________
dt 131036
| |
| Full Doc
| 2001 |
Guarantee Agreement [Form]
Guarantee Agreement [Form] (55K)
Doc #256552: This document is immediately available for purchase, but does not have a preview available for viewing.
FORM OF
GUARANTEE AGREEMENT
between
SENIOR HOUSING PROPERTIES TRUST
and
STREET STATE BANK AND TRUST COMPANY
Relating to the Preferred Securities of
SNH CAPITAL TRUST I
Dated as of June 21, 2001
{PAGE}
Certain Sections of this Agreement relating to Sections 310 through 318,
inclusive, of the Trust Indenture Act of 1939:
Trust Indenture
Act Section Agreement Section
ss.310(a)(1)................................................................4.1
(a)(2)................................................................4.1
(a)(3).....................................................Not Applicable
(a)(4).....................................................Not Applicable
(a)(5)................................................................4.1
(b)..............................................................2.8, 4.1
(c)........................................................Not Applicable
ss.311(a)...................................................................2.2
(b)...................................................................2.2
(c)........................................................Not Applicable
ss.312......................................................................2.2
ss.313......................................................................2.3
ss.314(a)...................................................................2.4
(b)........................................................Not Applicable
(c)...................................................................2.5
(d)........................................................Not Applicable
(e)...................................................................1.1
ss.315(a)..............................................................3.1, 3.2
(b)...................................................................2.7
(c)...................................................................3.1
(d)...................................................................3.2
ss.316(a)(1)(A).............................................................5.4
(a)(1)(B).............................................................2.6
(a)(2).....................................................Not Applicable
(b)...................................................................5.4
(c)........................................................Not Applicable
ss.317......................................................................2.1
ss.318......................................................................2.1
----------------------
NOTE: This reconciliation and tie shall not, for any purpose, be deemed
to be part of the Agreement.
{PAGE}
GUARANTEE AGREEMENT
This GUARANTEE AGREEMENT, dated as of June 21, 2001, is executed and delivered
by SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the
"Guarantor") and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust
company, as trustee (the "Guarantee Trustee"), for the benefit of the Holders
(as defined herein) from time to time of the Preferred Securities (as defined
herein) of SNH Capital Trust I, a Maryland statutory business trust (the
"Issuer").
WHEREAS, pursuant to an Amended and Restated Trust Agreement (the
"Trust Agreement"), dated as of June 21, 2001, among the Trustees named therein,
the Guarantor, as Depositor, and the Holders from time to time of undivided
beneficial interests in the assets of the Issuer, the Issuer is issuing up to
$28,750,000 of its 10.125% Trust Preferred Securities (liquidation amount $25.00
per preferred security) (the "Preferred Securities") representing preferred
undivided beneficial interests in the assets of the Issuer and having the terms
set forth in the Trust Agreement;
WHEREAS, the Preferred Securities will be issued by the Issuer and the
proceeds thereof, together with the proceeds from the issuance of the Issuer's
Common Securities (as defined below), will be used to purchase the Debt
Securities (as defined in the Trust Agreement) of the Guarantor which will be
deposited with State Street Bank and Trust Company, as Property Trustee under
the Trust Agreement, as trust assets; and
WHEREAS, as incentive for the Holders to purchase Preferred Securities,
the Guarantor desires irrevocably and unconditionally to agree, to the extent
set forth herein, to pay to the Holders of the Preferred Securities the
Guarantee Payments (as defined herein) and to make certain other payments on the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the purchase by each Holder of
Preferred Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for
the benefit of the Holders from time to time of the Preferred Securities.
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions. As used in this Guarantee Agreement, the terms
set forth below shall, unless the context otherwise requires, have the following
meanings. Capitalized or otherwise defined terms used but not otherwise defined
herein shall have the meanings assigned to such terms in the Trust Agreement as
in effect on the date hereof.
"Additional Sums" means such additional amounts as may be necessary in
order that the amount of distributions due and payable by the Issuer on the
Preferred Securities and Common Securities that at any time remain outstanding
in accordance with the terms thereof shall not be reduced as a result of any
additional taxes, duties, assessments and other governmental charges of whatever
nature, imposed by the United States government or any other taxing authority
(but
{PAGE}
not including withholding taxes imposed on holders of such Preferred Securities
and Common Securities).
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct common control with such
specified Person; provided, however, that an Affiliate of the Guarantor shall
not be deemed to include the Issuer. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"Common Securities" means the securities representing common beneficial
interests in the assets of the Issuer.
"Debentures" means up to $29,639,200 of the 10.125% Junior Subordinated
Debentures due June 15, 2041 of the Guarantor issuable pursuant to the
Indenture.
"Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Guarantee Agreement; provided, however,
that, except with respect to a default in payment of any Guarantee Payments, no
Event of Default shall be deemed to have occurred under this Guarantee Agreement
unless and until the Guarantor shall have received written notice of default
from the Guarantee Trustee and shall not have cured such default within 60 days
after receipt of such notice.
"Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by or on behalf of the Issuer: (i) any accumulated and unpaid
Distributions (as defined in the Trust Agreement) required to be paid on the
Preferred Securities, to the extent the Issuer shall have funds on hand legally
available therefor at such time, (ii) the redemption price set forth in the
Trust Agreement, including premium, if any, all accrued and unpaid Distributions
to the date of redemption (the "Redemption Price"), with respect to the
Preferred Securities called for redemption by the Issuer to the extent the
Issuer shall have funds on hand legally available therefor, and (iii) upon a
voluntary or involuntary dissolution, winding-up or liquidation of the Issuer,
other than in connection with the distribution of Debt Securities to the Holders
or the redemption of all Preferred Securities issued by the Issuer, the lesser
of (a) the aggregate of the liquidation amount of $25.00 per Preferred Security
plus accrued and unpaid Distributions on the Preferred Securities to the date of
payment to the extent the Issuer shall have funds on hand legally available to
make such payment and (b) the amount of assets of the Issuer remaining available
for distribution to Holders in liquidation of the Issuer (in either case, the
"Liquidation Distribution").
"Guarantee Trustee" means State Street Bank and Trust Company, until a
Successor Guarantee Trustee has been appointed and has accepted such appointment
pursuant to the terms of this Guarantee Agreement and thereafter means each such
Successor Guarantee Trustee.
"Holder" means any holder, as registered on the books and records of
the Issuer, of any Preferred Securities; provided, however, that in determining
whether the holders of the requisite
-2-
{PAGE}
percentage of Preferred Securities have given any request, notice, consent or
waiver hereunder, "Holder" shall not include the Guarantor, the Guarantee
Trustee or any Affiliate of the Guarantor or the Guarantee Trustee.
"Indenture" means the Junior Subordinated Indenture dated as of June
21, 2001 with respect to the Debt Securities, between the Guarantor and State
Street Bank and Trust Company, as trustee, as the same may be supplemented and
amended from time to time.
"List of Holders" has the meaning specified in Section 2.2(a).
"Majority in Liquidation Amount of the Securities" means, except as
provided by the Trust Indenture Act, a vote by the Holder(s), voting separately
as a class, of more than 50% of the aggregate liquidation amount of all the
outstanding Preferred Securities issued by the Issuer.
"Officers' Certificate" means, with respect to any Person, a
certificate signed by (i) the Chairman of the Board, a Vice Chairman of the
Board, the Chief Executive Officer, the Chief Operating Officer, the President
or a Vice President, and (ii) the Chief Financial Officer, the Treasurer, an
Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary of
such Person, delivered to the Guarantee Trustee. Any Officer's Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Guarantee Agreement shall include:
(a) a statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definitions relating thereto;
256552
|
SHPT
As referenced in this Guarantee Agreement [Form]:
SENIOR HOUSING PROPERTIES TRUST
– {DOCUMENT}
{TYPE}EX-4.19
{SEQUENCE}6
{FILENAME}ex4-19.txt
{TEXT}
EXHBIIT 4.19
FORM OF
GUARANTEE AGREEMENT
between
SENIOR HOUSING PROPERTIES TRUST
and
STREET STATE BANK AND TRUST COMPANY
Relating to the Preferred Securities of
SNH CAPITAL TRUST I
Dated as of June 21,
_____________
SENIOR HOUSING PROPERTIES TRUST, – to be part of the Agreement.
{PAGE}
GUARANTEE AGREEMENT
This GUARANTEE AGREEMENT, dated as of June 21, 2001, is executed and delivered
by SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the
"Guarantor") and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust
company, as trustee (the "
_____________
Senior Housing Properties Trust
– to the Guarantor, to the address set forth below or such
other address as the Guarantor may give notice of to the Holders:
Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attention: Treasurer
(b) if given to the Issuer, in care of the Guarantee Trustee, at the
_____________
Senior Housing Properties Trust
– address as the Guarantee Trustee on behalf of the Issuer may give notice of to
the Holders:
SNH Capital Trust I
c/o Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attention: Treasurer
-14-
{PAGE}
with a copy to:
State Street Bank and Trust Company
2 Avenue
_____________
SENIOR HOUSING PROPERTIES TRUST
– shall together constitute but one and the same instrument.
THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.
SENIOR HOUSING PROPERTIES TRUST
By:
--------------------------------------------
Name: David J. Hegarty
Title: President
STATE STREET BANK AND TRUST COMPANY
-----------------------------------,
as Guarantee Trustee
By:
--------------------------------------------
Name:
Title:
-16-
{/TEXT}
{/DOCUMENT}
_____________
dt 131044
| |
| Full Doc
| 2001 |
Guarantee Agreement [Form]
Guarantee Agreement [Form] (52K)
Doc #256567: This document is immediately available for purchase, but does not have a preview available for viewing.
FORM OF
GUARANTEE AGREEMENT
between
SENIOR HOUSING PROPERTIES TRUST
and
-----------------------------------
Relating to the Preferred Securities of
SNH CAPITAL TRUST [__]
Dated as of ___________, 20__
{PAGE}
Certain Sections of this Agreement relating to Sections 310 through 318,
inclusive, of the Trust Indenture Act of 1939:
Trust Indenture
Act Section Agreement Section
ss.310(a)(1)..............................................................4.1
(a)(2)..............................................................4.1
(a)(3)...................................................Not Applicable
(a)(4)...................................................Not Applicable
(a)(5)..............................................................4.1
(b)............................................................2.8, 4.1
(c)......................................................Not Applicable
ss.311(a).................................................................2.2
(b).................................................................2.2
(c)......................................................Not Applicable
ss.312....................................................................2.2
ss.313....................................................................2.3
ss.314(a).................................................................2.4
(b)......................................................Not Applicable
(c).................................................................2.5
(d)......................................................Not Applicable
(e).................................................................1.1
ss.315(a)............................................................3.1, 3.2
(b).................................................................2.7
(c).................................................................3.1
(d).................................................................3.2
ss.316(a)(1)(A)...........................................................5.4
(a)(1)(B)...........................................................2.6
(a)(2)...................................................Not Applicable
(b).................................................................5.4
(c)......................................................Not Applicable
ss.317....................................................................2.1
ss.318....................................................................2.1
----------------------
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be
part of the Agreement.
{PAGE}
FORM OF
GUARANTEE AGREEMENT
This GUARANTEE AGREEMENT, dated as of ___________, 20__, is executed and
delivered by SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment
trust (the "Guarantor") and ___________________________________, a
__________________, as trustee (the "Guarantee Trustee"), for the benefit of the
Holders (as defined herein) from time to time of the Preferred Securities (as
defined herein) of SNH Capital Trust [__], a Maryland statutory business trust
(the "Issuer").
WHEREAS, pursuant to an Amended and Restated Trust Agreement (the
"Trust Agreement"), dated as of ___________, 20__, among the Trustees named
therein, the Guarantor, as Depositor, and the Holders from time to time of
undivided beneficial interests in the assets of the Issuer, the Issuer is
issuing _____________ of its [title of series] Preferred Securities (liquidation
amount $__ per preferred security) (the "Preferred Securities") representing
preferred undivided beneficial interests in the assets of the Issuer and having
the terms set forth in the Trust Agreement;
WHEREAS, the Preferred Securities will be issued by the Issuer and the
proceeds thereof, together with the proceeds from the issuance of the Issuer's
Common Securities (as defined below), will be used to purchase the Debt
Securities (as defined in the Trust Agreement) of the Guarantor which will be
deposited with ___________________________________, as Property Trustee under
the Trust Agreement, as trust assets; and
WHEREAS, as incentive for the Holders to purchase Preferred Securities,
the Guarantor desires irrevocably and unconditionally to agree, to the extent
set forth herein, to pay to the Holders of the Preferred Securities the
Guarantee Payments (as defined herein) and to make certain other payments on the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the purchase by each Holder of
Preferred Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for
the benefit of the Holders from time to time of the Preferred Securities.
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions. As used in this Guarantee Agreement, the terms
set forth below shall, unless the context otherwise requires, have the following
meanings. Capitalized or otherwise defined terms used but not otherwise defined
herein shall have the meanings assigned to such terms in the Trust Agreement as
in effect on the date hereof.
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct common control with such
specified Person; provided, however, that an Affiliate of the Guarantor shall
not be deemed to include the Issuer. For the purposes of this definition,
"control" when used with respect to any specified Person
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means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
"Common Securities" means the securities representing common beneficial
interests in the assets of the Issuer.
"Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Guarantee Agreement; provided, however,
that, except with respect to a default in payment of any Guarantee Payments, no
Event of Default shall be deemed to have occurred under this Guarantee Agreement
unless and until the Guarantor shall have received written notice of default
from the Guarantee Trustee and shall not have cured such default within 60 days
after receipt of such notice.
"Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by or on behalf of the Issuer: (i) any accumulated and unpaid
Distributions (as defined in the Trust Agreement) required to be paid on the
Preferred Securities, to the extent the Issuer shall have funds on hand legally
available therefor at such time, (ii) the redemption price set forth in the
Trust Agreement, including premium, if any, all accrued and unpaid Distributions
to the date of redemption (the "Redemption Price"), with respect to the
Preferred Securities called for redemption by the Issuer to the extent the
Issuer shall have funds on hand legally available therefor, and (iii) upon a
voluntary or involuntary dissolution, winding-up or liquidation of the Issuer,
other than in connection with the distribution of Debt Securities to the Holders
or the redemption of all Preferred Securities issued by the Issuer, the lesser
of (a) the aggregate of the liquidation amount of $__ per Preferred Security
plus accrued and unpaid Distributions on the Preferred Securities to the date of
payment to the extent the Issuer shall have funds on hand legally available to
make such payment and (b) the amount of assets of the Issuer remaining available
for distribution to Holders in liquidation of the Issuer (in either case, the
"Liquidation Distribution").
"Guarantee Trustee" means ___________________________________, until a
Successor Guarantee Trustee has bee |