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$51	Preview Full Doc	2003	Recapitalization Agreement Recapitalization Agreement (122K) Doc #170163: Click preview link for longer preview. RECAPITALIZATION AGREEMENT AGREEMENT (this "Agreement") made as of this 2nd day of October, 2003 by and among DELAWARE 1851 ASSOCIATES, LP, a Pennsylvania limited partnership (the "Partnership"), INDENTURE OF TRUST OF BART BLATSTEIN DATED AS OF JUNE 9, 1998, a Pennsylvania trust ("1998 Trust"), IRREVOCABLE INDENTURE OF TRUST OF BARTON BLATSTEIN DATED JULY 13, 1999, a Pennsylvania trust ("1999 Trust"; and together with 1998 Trust, "Original LPs"), WELSH-SQUARE, INC., a Pennsylvania corporation ("Original GP"; Original LPs and Original GP are sometimes collectively referred to herein as the "Owners", or each individually, an "Owner") and CSC-COLUMBUS LLC ("Cedar"). W I T N E S S E T H WHEREAS, pursuant to that certain Limited Partners Agreement of the Partnership, dated April 21, 1999, by and between Original GP and The Blatstein Family Trust II; as amended and corrected by that certain Amendment to Limited Partners Agreement of the Partnership dated as of December 19, 2000 and that certain Limited Partners Agreement of the Partnership executed on December 19, 2000 to be effective as of April 21, 1999; as further amended by that certain Assignment, Assumption and Modification Agreement dated as of December 19, 2000; and as further amended by that certain Amendment to Limited Partnership of the Partnership, dated June 24, 2002 (as so amended, the "Partnership Agreement"); Original GP is the general partner and Original LPs are limited partners in the Partnership which owns the Property (as hereinafter defined); WHEREAS, the Owners desire to recapitalize their interests in and to the Partnership; and WHEREAS, Cedar desires that the Partnership issue to Cedar interests in and to the Partnership in exchange for the payments by Cedar (in the form of capital contributions and loans, as more particularly set forth herein) of an initial funding amount as determined and governed by the terms and provisions of this Agreement (such recapitalization and issuance being herein referred to as the "Recapitalization"). NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: ARTICLE I Issuance of Interests 1.1 Interests. The Owners hereby agree to cause the Partnership to recapitalize the existing Partnership interests of the Owners and to issue interests in and to the Partnership to Cedar (and to an affiliate of Cedar) so that said recapitalization and issuance will result in: {PAGE} A. Said affiliate of Cedar becoming the general partner of the Partnership, owning one percent (1%) of the common interests in and to the Partnership ("Cedar GP Interests"); B. Cedar becoming a limited partner of the Partnership, owning ninety-nine percent (99%) of the common interests in and to the Partnership ("Cedar LP Interests" and, together with Cedar GP Interests, the "Interests"); and C. All of the Owners' interests in the Partnership being recapitalized into a preferred interest (the "Preferred Interest"). 1.2 Permitted Exceptions. Upon the issuance of the Interests, the Property shall be subject only to those matters set forth on EXHIBIT A annexed hereto (collectively, the "Permitted Exceptions"). 1.3 Other Agreement. The parties acknowledge that, pursuant to the terms of that certain Contribution Agreement (the "Other Agreement"), among Firehouse Realty Corp. ("Firehouse"), Reed Development Associates, Inc. ("Reed"), South River View Plaza, Inc. ("South"), Riverview Development Corp. ("Development"), Riverview Commons, Inc. ("Commons"; and together with Firehouse, Reed, South and Development, the "Other Agreement Owners"), and CSC-Riverview LLC (the "Other Agreement Buyer"), the Other Agreement Owners have agreed to consummate the transaction more particularly described in the Other Agreement (the closing of such other transaction, the "Other Agreement Closing"). Notwithstanding anything to the contrary contained herein or in the Other Agreement, the Closing under this Agreement is specifically contingent, as set forth in Sections 7.2.1(H) and 7.2.2(C) hereof, upon the Other Agreement Closing (which shall include, without limitation, the making of the loan contemplated by the Other Agreement (the "Other Agreement Owners Loan")). It is expressly understood and agreed that the Closing and the Other Agreement Closing shall occur simultaneously and that, if the Other Agreement is terminated in accordance with its terms, then this Agreement shall similarly terminate and, in connection with any such termination, if (i) the Other Agreement Owners are entitled to the downpayment under the Other Agreement in connection with such termination, then, in such case, the Owners shall be entitled to the Downpayment in connection with such a termination under this Agreement, and (ii) the Other Agreement Buyer is entitled to a refund of the downpayment under the Other Agreement in connection with such termination, then, in such case, Cedar shall be entitled to a refund of the Downpayment. A default by the Other Agreement Owners under the Other Agreement shall be deemed to be a default by Owners under this Agreement and a default by the Other Agreement Buyer under the Other Agreement shall be deemed to be a default by Cedar under this Agreement. 170163	CIFP Cedar Income Fund Partnership, LP ( Miscellany ) As referenced in this Recapitalization Agreement: Cedar Income Fund Partnership, – shall be mutually agreed upon by the Owners and Cedar on the earlier of (i) five (5) Business Days after the receipt by Cedar Income Fund Partnership, L.P. or any related entity of the proceeds of a new public offering of common stock or shares of beneficial interest ( _____________ dt 109051 ; Cedar Shopping Cedar Shopping Centers Inc. As referenced in this Recapitalization Agreement: Cedar Shopping Centers, Inc – rights or delegate Cedar's duties under this Agreement but only to one or more entities which are majority owned and controlled by Cedar Shopping Centers, Inc . The said assignee shall assume all obligations of Cedar under this Agreement by a written instrument approved in form and substance by _____________ CEDAR SHOPPING CENTERS, INC – Trustee By: --------------------------------------- Name: Joseph W. Seidle Title: Co-Trustee {PAGE} CSC-COLUMBUS LLC By: CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., ITS MEMBER By: CEDAR SHOPPING CENTERS, INC ., ITS GENERAL PARTNER By: --------------------------------------- Name: Leo S. Ullman Title: President ESCROW AGENT (and to acknowledge agreement with Article IX) LEGAL ABSTRACT CO. _____________ dt 109168 ; Cedar Shopping Cedar Shopping Centers Inc. ( Real Estate ) As referenced in this Recapitalization Agreement: Cedar Shopping Centers, Inc – rights or delegate Cedar's duties under this Agreement but only to one or more entities which are majority owned and controlled by Cedar Shopping Centers, Inc . The said assignee shall assume all obligations of Cedar under this Agreement by a written instrument approved in form and substance by _____________ CEDAR SHOPPING CENTERS, INC – Trustee By: --------------------------------------- Name: Joseph W. Seidle Title: Co-Trustee {PAGE} CSC-COLUMBUS LLC By: CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., ITS MEMBER By: CEDAR SHOPPING CENTERS, INC ., ITS GENERAL PARTNER By: --------------------------------------- Name: Leo S. Ullman Title: President ESCROW AGENT (and to acknowledge agreement with Article IX) LEGAL ABSTRACT CO. _____________ dt 109168 ;	Cedar Shopping Cedar Shopping Centers Partnership, LP As referenced in this Recapitalization Agreement: CEDAR SHOPPING CENTERS PARTNERSHIP, – 13, 1999 By: --------------------------------------- Name: Brian K. Friedman Title: Co-Trustee By: --------------------------------------- Name: Joseph W. Seidle Title: Co-Trustee {PAGE} CSC-COLUMBUS LLC By: CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., ITS MEMBER By: CEDAR SHOPPING CENTERS, INC., ITS GENERAL PARTNER By: --------------------------------------- Name: Leo S. Ullman Title: President ESCROW AGENT (and _____________ dt 111898 ; Cedar Shopping Cedar Shopping Centers Partnership, LP ( Real Estate ) As referenced in this Recapitalization Agreement: CEDAR SHOPPING CENTERS PARTNERSHIP, – 13, 1999 By: --------------------------------------- Name: Brian K. Friedman Title: Co-Trustee By: --------------------------------------- Name: Joseph W. Seidle Title: Co-Trustee {PAGE} CSC-COLUMBUS LLC By: CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., ITS MEMBER By: CEDAR SHOPPING CENTERS, INC., ITS GENERAL PARTNER By: --------------------------------------- Name: Leo S. Ullman Title: President ESCROW AGENT (and _____________ dt 111898 ; More...
$37	Preview Full Doc	2002	Financing Agreement [Amendment No. 3] Financing Agreement [Amendment No. 3] (42K) Doc #257751: Click preview link for longer preview. THIRD AMENDMENT TO FINANCING AGREEMENT This Third Amendment to Financing Agreement (this "Amendment") is entered into as of this 6th day of June, 2002 by and among Sunterra Corporation, as a debtor and a debtor-in-possession, a Maryland corporation (together with its successors and assigns, the "Company"), and the subsidiaries of the Company listed on the signature pages hereto, each as a debtor and a debtor-in-possession (together with the Company, the "Borrowers") or a guarantor (the "Guarantors"), the financial institutions from time to time party hereto (individually a "Lender" and collectively, the "Lenders") and Greenwich Capital Markets, Inc., a Delaware corporation, as agent for the Lenders (in such capacity, the "Agent"). Recitals Whereas, the Borrowers and the Agent, for itself and as a Lender, have entered into that certain Financing Agreement, dated as of April 20, 2001 (as amended by the First Amendment to Financing Agreement dated as of January 3, 2002 and Second Amendment to Financing Agreement dated as of May 9, 2002 and in effect immediately prior to giving effect to the amendment provided for by this Agreement, the "Existing Financing Agreement" and, as amended pursuant to this Amendment and as may be further amended, restated or otherwise modified from time to time, the "Amended Financing Agreement"); Whereas, pursuant to Section 10.02 of the Existing Financing Agreement, the parties hereto desire to amend the Existing Financing Agreement as more specifically set forth herein; and Whereas, the Existing Financing Agreement shall remain in full force and effect except as modified herein to effectuate the purposes of this Amendment. Now, Therefore, in consideration of the mutual benefits and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by each party hereto, the parties hereto agree as follows: 1. INCORPORATION OF RECITALS. The recitals set forth above are true, correct and accurate and are hereby incorporated herein by this reference and made a part hereof. 2. DEFINED TERMS. Initial capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Existing Financing Agreement. 2 {PAGE} 3. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS. Each Borrower represents and warrants to the Agent and the Lenders as follows: 3.1 Organization and Existence. Each Borrower (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, and (ii) subject to any necessary authorization of the Bankruptcy Court, has all requisite corporate, limited liability company or partnership, as the case may be, power and authority to conduct its business as now conducted and as presently contemplated and to make the borrowings under the Amended Financing Agreement, and to execute and deliver this Amendment, and to consummate the transactions contemplated thereby. 3.2 Amendment Authorized; Obligations Enforceable. (a) Amendment is Legal and Authorized. The execution, delivery and performance by each Borrower and Guarantor of this Amendment, upon entry of the Bankruptcy Court Order approving this Amendment (the "Bankruptcy Court Order"), have been duly authorized by all necessary action on the part of the Borrowers and Guarantors. (b) Borrowers Obligations are Enforceable. This Amendment has been duly and validly executed and delivered by each Borrower and each of this Amendment and the Amended Financing Agreement constitute legal, valid and binding obligations of each Borrower and Guarantor enforceable in accordance with the terms hereof or thereof. 3.3 No Conflicts. The execution and delivery of this Amendment by each Borrower and Guarantor, and fulfillment of and compliance with the terms and provisions of the Amended Financing Agreement (i) do not and will not contravene its charter or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on or otherwise affecting it or any of its properties (other than conflicts, breaches and defaults the enforcement of which is stayed by virtue of the filing of the Chapter 11 Cases), (ii) do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and (iii) do not and will not result in any suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties. 3.4 Governmental Consent. Except for the entry of the Bankruptcy Court Order and such filings as may be required under the Exchange Act, no authorization or approval or other action by, and 3 {PAGE} no notice to or filing with, any Governmental Authority is required in connection with the due execution and delivery of this Amendment or the performance by each Borrower and Guarantor of its obligations under this Amendment. 3.5 No Defaults. No event has occurred and no condition exists that, upon the execution and delivery of this Amendment and the effectiveness of the Amendment, would constitute a material Default or an Event of Default that would not be remedied by execution of this Amendment and approval thereof pursuant to the Bankruptcy Court Order. 3.6 Amount Outstanding. The total amount due and outstanding under the Amended Financing Agreement as of June 5, 2002 is not less than $160,009,864.25 in principal amount and $1,880,367.71 in accrued and unpaid interest and fees, exclusive of Lenders' costs and expenses subject to reimbursement pursuant to Section 10.04 of the Amended Financing Agreement. 4. AMENDMENT. 4.1 Amendment to Existing Financing Agreement. Subject to paragraph 4.2 below, the Existing Financing Agreement is hereby amended as follows: (a) A new definition is added to Section 1.01 as follows: ""Amendment No. 3" means the Third Amendment to Financing Agreement dated as of June 6, 2002." (b) The defined term "Exit Financing" is hereby deleted in its entirety. (c) The defined term "July Extension Conditions" is hereby deleted in its entirety. (d) Clause (ii) of the definition of "Final Maturity Date" in Section 1.01 of the Existing Financing Agreement is hereby amended by deleting "(a) June 30, 2002, or (b) if the July Extension Conditions are satisfied by June 30, 2002, July 31, 2002" and replacing it with "July 31, 2002". (e) A new clause (iv) is added to Section 2.11(e) of the Existing Financing Agreement as follows: "(iv) On the Amendment No. 3 Effective Date (as defined in Amendment No. 3), the Borrowers shall pay to the Agent a supplemental fee of $1,000,000." 4 {PAGE} (f) Section 2.14 to the Existing Financing Agreement is hereby deleted in its entirety. (g) Section 7.02(p) is hereby amended by adding the following to the end of the first sentence: ";provided, however, that for the months of May 2002, June 2002 and July 2002 only, the Borrowers shall not permit the aggregate amount of actual Time Share Interests sales contracts written, net of ordinary course rescissions, to be less than 80% of the aggregate amount of actual Time Share Interests sales contracts written, net of ordinary course rescissions, for the prior calendar month." (h) Section 7.02(q) is hereby amended by adding the following to the end of the first sentence: "provided, however, that this Section 7.02(q) shall not be applicable for the period May 1, 2002 through July 31, 2002." 257751	Sunterra Sunterra Corp. ( Real Estate ) ;	Greenwich Capital Markets, Inc.
$48	Preview Full Doc	2002	Financing Agreement [Amendment No. 2] Financing Agreement [Amendment No. 2] (50K) Doc #257759: Click preview link for longer preview. SECOND AMENDMENT TO FINANCING AGREEMENT This Second Amendment to Financing Agreement (this "Amendment") is entered into as of this 9th day of May, 2002 by and among Sunterra Corporation, as a debtor and a debtor-in-possession, a Maryland corporation (together with its successors and assigns, the "Company"), and the subsidiaries of the Company listed on the signature pages hereto, each as a debtor and a debtor-in-possession (together with the Company, the "Borrowers") or a guarantor (the "Guarantors"), the financial institutions from time to time party hereto (individually a "Lender" and collectively, the "Lenders") and Greenwich Capital Markets, Inc., a Delaware corporation, as agent for the Lenders (in such capacity, the "Agent"). Recitals WHEREAS, the Borrowers and the Agent, for itself and as a Lender, have entered into that certain Financing Agreement, dated as of April 20, 2001 (as amended by the First Amendment to Financing Agreement dated as of January 3, 2002 and in effect immediately prior to giving effect to the amendment provided for by this Agreement, the "Existing Financing Agreement" and, as amended pursuant to this Amendment and as may be further amended, restated or otherwise modified from time to time, the "Amended Financing Agreement"); WHEREAS, pursuant to Section 10.02 of the Existing Financing Agreement, the parties hereto desire to amend the Existing Financing Agreement as more specifically set forth herein; and WHEREAS, the Existing Financing Agreement shall remain in full force and effect except as modified herein to effectuate the purposes of this Amendment. NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by each party hereto, the parties hereto agree as follows: 1. INCORPORATION OF RECITALS. The recitals set forth above are true, correct and accurate and are hereby incorporated herein by this reference and made a part hereof. 2. DEFINED TERMS. Initial capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Existing Financing Agreement. 3. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS. Each Borrower represents and warrants to the Agent and the Lenders as follows: 2 {PAGE} 3.1 Organization and Existence. Each Borrower (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, and (ii) subject to any necessary authorization of the Bankruptcy Court, has all requisite corporate, limited liability company or partnership, as the case may be, power and authority to conduct its business as now conducted and as presently contemplated and to make the borrowings under the Amended Financing Agreement, and to execute and deliver this Amendment, and to consummate the transactions contemplated thereby. 3.2 Amendment Authorized; Obligations Enforceable. (a) Amendment is Legal and Authorized. The execution, delivery and performance by each Borrower and Guarantor of this Amendment, upon entry of the Bankruptcy Court Order approving this Amendment (the "Bankruptcy Court Order"), have been duly authorized by all necessary action on the part of the Borrowers and Guarantors. (b) Borrowers Obligations are Enforceable. This Amendment has been duly and validly executed and delivered by each Borrower and each of this Amendment and the Amended Financing Agreement constitute legal, valid and binding obligations of each Borrower and Guarantor enforceable in accordance with the terms hereof or thereof. 3.3 No Conflicts. The execution and delivery of this Amendment by each Borrower and Guarantor, and fulfillment of and compliance with the terms and provisions of the Amended Financing Agreement (i) do not and will not contravene its charter or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on or otherwise affecting it or any of its properties (other than conflicts, breaches and defaults the enforcement of which is stayed by virtue of the filing of the Chapter 11 Cases), (ii) do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and (iii) do not and will not result in any suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties. 3.4 Governmental Consent. Except for the entry of the Bankruptcy Court Order and such filings as may be required under the Exchange Act, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required in connection with the due execution and delivery of this Amendment or the performance by each Borrower and Guarantor of its obligations under this Amendment. 3 {PAGE} 3.5 No Defaults. No event has occurred and no condition exists that, upon the execution and delivery of this Amendment and the effectiveness of the Amendment, would constitute a material Default or an Event of Default that would not be remedied by execution of this Amendment and approval thereof pursuant to the Bankruptcy Court Order. 4. AMENDMENT. 4.1 Amendment to Existing Financing Agreement. Subject to paragraph 4.2 below, the Existing Financing Agreement is hereby amended as follows: (a) A new definition is added to Section 1.01 as follows: ""Amendment No. 2" means the Second Amendment to Financing Agreement dated --------------- as of May 9, 2002." (b) A new definition is added to Section 1.01 as follows: ""Exit ---- Financing" means any secured financing in connection with the consummation --------- of a plan of reorganization in the Chapter 11 Cases (other than secured financing provided for in such plan for the benefit of certain existing creditors of the Borrowers)." (c) A new definition is added to Section 1.01 as follows: ""July Extension Conditions" means the following: ------------------------- (i) a Comprehensive Plan of Reorganization shall have been confirmed by the Bankruptcy Court; (ii) the Borrowers shall have received a Bankruptcy Court approved fully-executed written commitment from a party other than the Agent to provide Exit Financing in an amount sufficient to satisfy all Obligations (including repayment of the Loans) and fully-fund the Comprehensive Plan of Reorganization, subject only to standard closing conditions and not subject to due diligence or any remaining rights of the Agent under Section 2.14 (other than any contingent rights pursuant to Section 2.14(c)); (iii) the Borrowers shall have delivered to the Agent a certificate, in a form reasonably acceptable to the Agent, certifying that, in the Borrowers' good faith judgment, the Exit Financing will close by July 31, 2002 on the terms set forth in the applicable Third Party Commitment (as defined in Section 2.14) without material alteration; 4 {PAGE} (iv) the Borrowers shall have provided to the Agent and the Creditors Committee an initial draft of the Exit Financing credit agreement (a "Third Party Credit Agreement"), the terms ---------------------------- of which must be consistent with the applicable Third Party Commitment; and (v) no material Default or Event of Default shall have occurred or be continuing. (d) Clause (ii) of the definition of "Final Maturity Date" in Section 1.01 of the Existing Financing Agreement is hereby amended by 257759	Sunterra Sunterra Corp. ( Real Estate ) ;	Greenwich Capital Markets, Inc.
$50	Preview Full Doc	2002	Financing Agreement [Amendment No. 1] Financing Agreement [Amendment No. 1] (55K) Doc #257772: Click preview link for longer preview. FIRST AMENDMENT TO FINANCING AGREEMENT This First Amendment to Financing Agreement (this "Amendment") is entered into as of this 3rd day of January, 2002 by and among Sunterra Corporation, as a debtor and a debtor-in-possession, a Maryland corporation (together with its successors and assigns, the "Company"), and the subsidiaries of the Company listed on the signature pages hereto, each as a debtor and a debtor-in- possession (together with the Company, the "Borrowers") or a guarantor (the "Guarantors"), the financial institutions from time to time party hereto (individually a "Lender" and collectively, the "Lenders") and Greenwich Capital Markets, Inc., a Delaware corporation, as agent for the Lenders (in such capacity, the "Agent"). Recitals Whereas, the Borrowers, the Agent, for itself and as a Lender, have entered into that certain Financing Agreement, dated as of April 20, 2001 (as in effect immediately prior to giving effect to the amendment provided for by this Agreement, the "Existing Financing Agreement" and, as amended pursuant to this Amendment and as may be further amended, restated or otherwise modified from time to time, the "Amended Financing Agreement"); Whereas, pursuant to Section 10.02 of the Existing Financing Agreement, the parties hereto desire to amend the Existing Financing Agreement as more specifically set forth herein; and Whereas, the Existing Financing Agreement shall remain in full force and effect except as modified herein to effectuate the purposes of this Amendment. Now, Therefore, in consideration of the mutual benefits and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each party hereto, the parties hereto agree as follows: 1. INCORPORATION OF RECITALS. The recitals set forth above are true, correct and accurate and are hereby incorporated herein by this reference and made a part hereof. 2. DEFINED TERMS. Initial capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Existing Financing Agreement. 3. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS. Each Borrower represents and warrants to the Agent and the Lenders as follows: {PAGE} 3.1 Organization and Existence. Each Borrower (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, and (ii) subject to any necessary authorization of the Bankruptcy Court, has all requisite corporate, limited liability company or partnership, as the case may be, power and authority to conduct its business as now conducted and as presently contemplated and to make the borrowings under the Amended Financing Agreement, and to execute and deliver this Amendment, and to consummate the transactions contemplated thereby. 3.2 Amendment Authorized; Obligations Enforceable. (a) Amendment is Legal and Authorized. The execution, delivery and performance by each Borrower and Guarantor of this Amendment, upon entry of the Bankruptcy Court Order approving this Amendment (the "Bankruptcy Court Order") (and in the case of the transactions provided for in Sections 4.1(l)(ii) and 5.1 hereof, any further necessary authorization of the Bankruptcy Court) have been duly authorized by all necessary action on the part of the Borrowers and Guarantors. (b) Borrowers Obligations are Enforceable. This Amendment has been duly and validly executed and delivered by each Borrower and each of this Amendment and the Amended Financing Agreement constitute legal, valid and binding obligations of each Borrower and Guarantor enforceable in accordance with the terms hereof or thereof. 3.3 No Conflicts. The execution and delivery of this Amendment by each Borrower and Guarantor, and fulfillment of and compliance with the terms and provisions of the Amended Financing Agreement (i) do not and will not contravene its charter or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on or otherwise affecting it or any of its properties (other than conflicts, breaches and defaults the enforcement of which is stayed by virtue of the filing of the Chapter 11 Cases), (ii) do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and (iii) do not and will not result in any suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties. 3.4 Governmental Consent. Except for the entry of the Bankruptcy Court Order (and in the case of the transactions provided for in Sections 4.1(l)(ii) and 5.1 hereof, any further necessary authorization of the Bankruptcy Court) and such filings as may be required under the Exchange Act, no authorization or approval or other action by, and no notice to or filing 3 {PAGE} with, any Governmental Authority is required in connection with the due execution and delivery of this Amendment or the performance by each Borrower and Guarantor of its obligations under this Amendment. 3.5 No Defaults. No event has occurred and no condition exists that, upon the execution and delivery of this Amendment and the effectiveness of the Amendment, would constitute a material Default or an Event of Default that would not be remedied by execution of this Amendment and approval thereof pursuant to the Bankruptcy Court Order. 4. AMENDMENT. 4.1 Amendment to Existing Financing Agreement. Subject to paragraph 4.2 below, the Existing Financing Agreement is hereby amended as follows: (a) A new definition is added to Section 1.01 as follows: "Amendment --------- No. 1" means this First Amendment to Financing Agreement dated as of ----- January 3, 2002. (b) The first proviso to the definition of "Collateral Value" in Section 1.01 of the Existing Financing Agreement is hereby deleted". (c) Clause (ii) of the definition of "Final Maturity Date" of the Existing Financing Agreement is hereby amended by deleting "June 30, 2002" and replacing it with "April 30, 2002. In addition, the following provision is hereby added at the end of the definition of the term "Final Maturity Date": "The Final Maturity Date shall be automatically extended for sixty (60) days (the "Extension Period") if all of the following conditions are satisfied to Agent's sole discretion: (i) No event has occurred and no condition exists that would constitute a material Default or a material Event of Default under the Amended Financing Agreement; (ii) A Comprehensive Plan of Reorganization which provides for repayment in full of the Obligations hereunder and under the other Loan Documents has been confirmed by an order of the Bankruptcy Court, subject only to closing on Borrowers' exit financing and customary conditions of consummation under such plan; 4 {PAGE} (iii) The Borrowers have at least $10,000,000 of undrawn availability under the Revolving Credit Commitment; (iv) Sunterra shall have paid a non-refundable extension fee in the amount of $1,250,000 to the Agent at least 10 Business Days prior to the Final Maturity Date; provided, however that the extension fee shall be $500,000 if the BofA Loan has previously been paid-off or retired, and $250,000 if both the BofA Loan and UBOC Loan have previously been paid-off or retired." 257772	Sunterra Sunterra Corp. ( Real Estate ) ;	Greenwich Capital Markets, Inc.
$99	Preview Full Doc	2001	Financing Agreement Financing Agreement (365K) Doc #257789: Click preview link for longer preview. FINANCING AGREEMENT Dated as of April 20, 2001 by and among SUNTERRA CORPORATION, as debtor and debtor-in-possession, CERTAIN OF ITS SUBSIDIARIES, as debtors and debtors-in-possession, ----------------------------------------- THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO ----------------------------------------- and GREENWICH CAPITAL MARKETS, INC., as Agent {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- {S} {C} ARTICLE I. DEFINITIONS; CERTAIN TERMS.............................................................................2 SECTION 1.01 DEFINITIONS..................................................................................2 ------------ ----------- SECTION 1.02 TERMS GENERALLY.............................................................................27 ------------ --------------- SECTION 1.03 ACCOUNTING AND OTHER TERMS..................................................................27 ------------ -------------------------- SECTION 1.04 TIME REFERENCES.............................................................................28 ------------ --------------- SECTION 1.05 AMOUNTS IN FOREIGN CURRENCY.................................................................28 ------------ --------------------------- ARTICLE II. THE LOANS............................................................................................28 SECTION 2.01 TERM LOAN COMMITMENTS.......................................................................28 ------------ --------------------- SECTION 2.02 REVOLVING CREDIT COMMITMENTS................................................................29 ------------ ---------------------------- SECTION 2.03 MAKING THE LOANS............................................................................30 ------------ ---------------- SECTION 2.04 TERM LOAN NOTES; REPAYMENT OF LOANS.........................................................33 ------------ ----------------------------------- SECTION 2.05 REVOLVING CREDIT NOTES; REPAYMENT OF LOANS..................................................33 ------------ ------------------------------------------ SECTION 2.06 LIMITATION ON TYPES OF LOANS; ILLEGALITY....................................................33 ------------ ---------------------------------------- SECTION 2.07 REPAYMENT OF LOANS; EVIDENCE OF DEBT........................................................34 ------------ ------------------------------------ SECTION 2.08 INTEREST....................................................................................35 ------------ -------- SECTION 2.09 PREPAYMENT OF TERM LOANS....................................................................36 ------------ ------------------------ SECTION 2.10 REDUCTION OF COMMITMENT; PREPAYMENT OF REVOLVING LOANS......................................37 ------------ ------------------------------------------------------ SECTION 2.11 FEES........................................................................................39 ------------ ---- SECTION 2.12 SECURITIZATION..............................................................................41 ------------ -------------- SECTION 2.13 TAXES.......................................................................................41 ------------ ----- SECTION 2.14 EXIT FINANCING..............................................................................44 ------------ -------------- ARTICLE III. SECURITY AND ADMINISTRATIVE PRIORITY................................................................44 SECTION 3.01 COLLATERAL; GRANT OF LIEN AND SECURITY INTEREST.............................................44 ------------ ----------------------------------------------- SECTION 3.02 ADMINISTRATIVE PRIORITY.....................................................................45 ------------ ----------------------- SECTION 3.03 GRANTS, RIGHTS AND REMEDIES.................................................................45 ------------ --------------------------- SECTION 3.04 NO FILINGS REQUIRED.........................................................................46 ------------ ------------------- SECTION 3.05 SURVIVAL....................................................................................46 ------------ -------- ARTICLE IV. PAYMENTS AND OTHER COMPENSATION......................................................................47 SECTION 4.01 PAYMENTS; COMPUTATIONS AND STATEMENTS.......................................................47 ------------ ------------------------------------- SECTION 4.02 SHARING OF PAYMENTS, ETC....................................................................48 ------------ ------------------------- SECTION 4.03 APPORTIONMENT OF PAYMENTS...................................................................48 ------------ ------------------------- SECTION 4.04 INCREASED COSTS AND REDUCED RETURN..........................................................49 ------------ ---------------------------------- SECTION 4.05 JOINT AND SEVERAL LIABILITY OF THE BORROWERS................................................50 ------------ -------------------------------------------- ARTICLE V. CONDITIONS TO LOANS...................................................................................51 SECTION 5.01 CONDITIONS PRECEDENT TO FINAL FACILITY EFFECTIVENESS........................................51 ------------ ---------------------------------------------------- SECTION 5.02 CONDITIONS PRECEDENT TO ALL LOANS...........................................................54 ------------ --------------------------------- SECTION 5.03 CONDITIONS PRECEDENT TO TRANCHE B TERM LOANS................................................55 ------------ -------------------------------------------- SECTION 5.04 CONDITIONS PRECEDENT TO MAY BORROWINGS......................................................56 ------------ -------------------------------------- SECTION 5.05 CONDITIONS PRECEDENT TO JUNE BORROWINGS.....................................................57 ------------ --------------------------------------- ARTICLE VI. REPRESENTATIONS AND WARRANTIES.......................................................................57 SECTION 6.01 REPRESENTATIONS AND WARRANTIES..............................................................57 ------------ ------------------------------ ARTICLE VII. COVENANTS OF THE BORROWER...........................................................................66 SECTION 7.01 AFFIRMATIVE COVENANTS.......................................................................66 ------------ --------------------- SECTION 7.02 NEGATIVE COVENANTS..........................................................................78 257789	McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Financing Agreement: McGraw-Hill Companies, Inc – Person's Property would constitute unreasonably small capital. -23- {PAGE} "Standard & Poor's" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc ., and any successor thereto. "Subsidiary" means, with respect to any Person at any date, any corporation, limited or general partnership, limited liability _____________ dt 311623 ; Sunterra Sunterra Corp. ( Real Estate ) ; Ableco Finance Ableco Finance LLC ( Financial ) As referenced in this Financing Agreement: Ableco Finance LLC, – an order dated May 31, 2000, the Bankruptcy Court authorized the joint administration of the bankruptcy estate of each Borrower; WHEREAS, the Borrowers, Ableco Finance LLC, as agent, and certain financial institutions are parties to an Amended and Restated Financing Agreement dated as of August 9, 2000 (as _____________ dt 136472 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Financing Agreement: Bank of New York, – members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding 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 -9- {PAGE} _____________ dt 125314 ; Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Financing Agreement: Chase Manhattan Bank, – that are engaged in the London interbank market, as selected by Agent. "Reference Rate" means the rate of interest publicly announced by The Chase Manhattan Bank, N.A., its successors or any other commercial bank designated by the Agent to the Borrowers from time to time, in New _____________ dt 129439 ; More...
$32	Preview Full Doc	2001	Financing Agreement Financing Agreement (2K) Doc #257802: Click preview link for longer preview. Sunterra Corporation NEWS RELEASE Contact: Judy Rains ( 407 ) 532-1000 SUNTERRA CORPORATION RECEIVES COURT APPROVAL FOR NEW DEBTOR-IN-POSSESSION FINANCING AGREEMENT ORLANDO, FLORIDA (April 5, 2001) Sunterra Corporation ("Sunterra") . . . 257802	Sunterra Sunterra Corp. ( Real Estate )
$99	Preview Full Doc	2004	Revolving Warehouse Financing Agreement Revolving Warehouse Financing Agreement (271K) Doc #487673: Click preview link for longer preview. THIS REVOLVING WAREHOUSE FINANCING AGREEMENT (this ?Agreement?) is dated as of April 28, 2004, among FALCON FINANCIAL INVESTMENT TRUST, a Maryland real estate investment trust, as Customer (the ?Customer?), THE BANK OF NEW YORK, as Paying Agent and Custodian (the ?Paying Agent? or the ?Custodian,? as the context requires), and iSTAR FINANCIAL INC., a Maryland corporation, as Buyer (the ?Buyer?). RECITALS A. Customer is primarily in the business of extending financing to certain franchised new car automobile and motorcycle dealers, by making term loans directly to a dealer. B. Customer, in order to finance such loans under this warehouse financing facility, desires to sell, transfer and assign (with full recourse to Customer) from time to time, an undivided 100% interest in all of its term loans, to Buyer, and, subject to the terms and conditions of this Agreement, Buyer subject to the terms and conditions of this Agreement, desires to purchase such undivided 100% interests. Customer commits to repurchase such loans and repay all such principal with interest in accordance with the terms hereof. C. Capitalized terms used in these Recitals without definition shall have the respective meanings set forth in Article I. In consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.1. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings: ?Accounting Period? means the period commencing on a Cut-Off Date (or, in the case of the initial Accounting Period, the Closing Date), to but not including the next succeeding Cut-Off Date. ?Advance Rate? means 80%; provided, however, as to any Receivable with regard to which an Obligor Financial Covenant Default shall exist, the Advance Rate means, 40%. ?Adverse Claim? means any claim of ownership interest or any mortgage, deed of trust, deed to secure debt, trust deed, pledge, hypothecation, assignment, deposit arrangement, encumbrance, Lien (statutory or other) or other security agreement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement and any financing lease having substantially the same economic effect as any of the foregoing. ?Affiliate? as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, that Person. For purposes of this definition ?control? (including the correlative meanings the terms ?controlling,? ?controlled by,? and ?under common control with?) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of voting securities, by contract or otherwise; provided, that Buyer and its respective Affiliates shall not be considered an Affiliate of Customer or any of its Subsidiaries. ?Affiliate Guaranty? means a guaranty by an Obligor Affiliate of an Obligor?s obligations under the relevant Receivable, in substantially the form of one of the form contracts set forth in Exhibit B annexed hereto. ?Alternate Rate? means, in the event the LIBOR Rate is no longer published, as of any date of determination, in The Wall Street Journal or charging of Interest that is calculated based upon the LIBOR Rate would violate applicable law or regulation, the ?prime rate? (or ?base rate?) reported in the Money Rates column or section of The Wall Street Journal published on the second full Business Day preceding the first day of the applicable Tranche Period as having been the rate in effect for corporate loans at large U.S. money center commercial banks (whether or not such rate has actually been charged by any such bank) or, if The Wall Street Journal ceases publication of such ?prime rate? or ?base rate,? the annual rate of interest announced by JP Morgan Chase Bank (or another financial institution with a main or branch office in New York City, New York, selected, from time to time, by Buyer in its reasonable discretion) from time to time as its ?prime rate? or ?base rate? in effect at its principal office in New York, New York at 5:00 p.m., New York City time (in either case, the ?Prime Rate?), for such date minus 2.0%. ?Agreement? means this Revolving Warehouse Financing Agreement, together with its exhibits, schedules and other attachments, as the same may be amended, modified or supplemented from time to time. ?Aggregate Principal Outstanding? means, at any time, the sum of the Outstanding Principal Invested less the sum of (x) the aggregate amount of Collections received and applied to reduce such Aggregate Principal Outstanding pursuant to Sections 2.5 or 2.6, plus (y) without duplication, Partial Prepayments of Invested Principal; provided that the Aggregate Principal Outstanding shall be restored in the amount of any Collections or Partial Prepayments of Invested Principal so received and applied if at any time the distribution of any such Collections or Partial Prepayments of Invested Principal is rescinded or must otherwise be returned for any reason. ?Applicable Margin? means 2.9%. ?Applicable Rate? means, the Base Rate or the Overdue Rate as is deemed to be in effect pursuant to the terms of this Agreement, at which Interest accrues on the Aggregate Principal Outstanding. ?Asset Sale? means the sale by Customer or any of its Subsidiaries to any Person of any assets (whether tangible or intangible) of Customer or any of its Subsidiaries outside of the ordinary course of business, including, in any event, a sale of Eligible Receivables by Customer to a Subsidiary (including a trust) in connection with a Securitization Transaction. 2 ?Bankruptcy Code? means Title 11 of the United States Code entitled ?Bankruptcy,? as now and hereafter in effect, or any successor statute. ?Base Rate? means a variable rate per annum equal to the sum of (a) the LIBOR Rate, or the Alternate Rate, as the case may be, plus (b) the Applicable Margin increasing or decreasing with each increase or decrease in the LIBOR Rate, or the Alternate Rate, as the case may be (as and when the LIBOR Rate or the Alternate Rate change as described in this Agreement). ?Business Day? means any day, other than a Saturday or a Sunday, on which banks are open for business in New York, New York and on which dealings in U.S. dollars are carried out on the London interbank market. ?Buyer? means iStar Financial Inc., and its successors and assigns. ?Capital Lease?, as applied to any Person, means any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of that Person. ?Capital Lease Obligations? means, for any Person, all obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) Property to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP, and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP. ?Change of Control? means following the Closing Date, (a) the sale, transfer, or other disposition of all or substantially all of Customer?s assets (excluding any sale of Receivables that provides proceeds simultaneously paid to Buyer pursuant to Section 2.13); (b) the consummation of a merger or consolidation of Customer with or into another entity or any other corporate reorganization, if 30% or more of the combined voting power of the continuing or surviving entity?s stock outstanding immediately after such merger, consolidation or such other reorganization is owned, directly or indirectly, by Persons who were not stockholders of Customer immediately prior to such merger, consolidation or other reorganization or Persons who were not stockholders of Customer immediately prior to such merger, consolidation or event have the power to select a majority of the Board of Directors, Board of Trustees or analogous body of Customer; or (c) a majority of the members of the board of directors, board of trustees or analogous body of Customer changes during any twelve (12) month period; provided, however, the resignation, termination or replacement of a director or trustee with a Person supported by a majority of the trustees or directors of Customer immediately prior to the resignation, termination or replacement in question shall not be counted for purposes of this part (c). ?Charge-Off? or ?Charge-Off Receivable? means a Receivable: (i) which has been identified by Customer as uncollectible, (ii) which in accordance with GAAP should be written off Customer?s books as uncollectible, (iii) which is a Defaulted Receivable, (iv) for which any obligations thereunder have been charged by Customer against any reserves, holdbacks, or discounts or otherwise accounted for as a loss by Customer in accordance with 487673	Falcon Financial Falcon Financial Investment Trust ( Real Estate ) As referenced in this Revolving Warehouse Financing Agreement: FALCON FINANCIAL INVESTMENT TRUST, – EX-10.1 2 a04-5075_1ex10d1.htm EX-10.1 Exhibit 10.1 REVOLVING WAREHOUSE FINANCING AGREEMENT among FALCON FINANCIAL INVESTMENT TRUST, as Customer, iSTAR FINANCIAL INC., as Buyer, and THE BANK OF NEW YORK, as Paying Agent and Custodian Dated as of April 28, 2004 TABLE OF CONTENTS ARTICLE I _____________ FALCON FINANCIAL INVESTMENT TRUST, – Warehouse Assets Schedule 5.2(a) - Permitted Liens Schedule 5.2(f) - Permitted Indebtedness iii THIS REVOLVING WAREHOUSE FINANCING AGREEMENT (this Agreement) is dated as of April 28, 2004, among FALCON FINANCIAL INVESTMENT TRUST, a Maryland real estate investment trust, as Customer (the Customer), THE BANK OF NEW YORK, as Paying Agent and Custodian (the Paying Agent or the Custodian, as the context _____________ Falcon Financial Investment Trust, – Customer, Buyer and the Purchaser Representatives). Custodian means The Bank of New York, and its permitted successors and assigns, acting in its capacity as Custodian under this Agreement. Customer means Falcon Financial Investment Trust, a Maryland real estate investment trust, and its successors. Customer Obligations means all obligations of every nature of Customer from time to time owed to Buyer, or Servicer or _____________ FALCON FINANCIAL INVESTMENT TRUST, – the logo of Customer. 80 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof. FALCON FINANCIAL INVESTMENT TRUST, a Maryland real estate investment trust, as Customer By: /s/ David A. Karp Name: David A. Karp Title: President Telecopier No.: (203) 967-1717 15 Commerce Road Stamford, Connecticut _____________ dt 1415531 ; iStar Financial iStar Financial Inc. ( Real Estate ) As referenced in this Revolving Warehouse Financing Agreement: iSTAR FINANCIAL – EX-10.1 2 a04-5075_1ex10d1.htm EX-10.1 Exhibit 10.1 REVOLVING WAREHOUSE FINANCING AGREEMENT among FALCON FINANCIAL INVESTMENT TRUST, as Customer, iSTAR FINANCIAL INC., as Buyer, and THE BANK OF NEW YORK, as Paying Agent and Custodian Dated as of April 28, 2004 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1. Certain _____________ iSTAR FINANCIAL – Maryland real estate investment trust, as Customer (the Customer), THE BANK OF NEW YORK, as Paying Agent and Custodian (the Paying Agent or the Custodian, as the context requires), and iSTAR FINANCIAL INC., a Maryland corporation, as Buyer (the Buyer). RECITALS A. Customer is primarily in the business of extending financing to certain franchised new car automobile and motorcycle dealers, by making _____________ iStar Financial – on which banks are open for business in New York, New York and on which dealings in U.S. dollars are carried out on the London interbank market. Buyer means iStar Financial Inc., and its successors and assigns. Capital Lease, as applied to any Person, means any lease of any property (whether real, personal or mixed) by that Person as lessee that, _____________ iSTAR FINANCIAL – Stamford, Connecticut 06902 Attn: General Counsel and to: Telecopier No. (202) 637-5910 Hogan & Hartson L.L.P. 555 Thirteenth Street, NW Washington, DC 20004-1109 Attn: Stuart Barr iSTAR FINANCIAL INC., a Maryland corporation, as Buyer By: /s/ Jeffrey R. Digel Name: Jeffrey R. Digel Title: Executive Vice President Telecopier No.: (212) 930-9494 1114 Avenue of the Americas New _____________ iStar Financial – Executive Vice President Telecopier No.: (212) 930-9494 1114 Avenue of the Americas New York, New York 10036 Attn: Chief Operating Officer with copies to: Telecopier No.: (212) 930-9492 iStar Financial Inc. 1114 Avenue of the Americas New York, New York 10036 Attn: General Counsel and to: Telecopier No: (860) 815-5901 iStar Asset Services Inc. 180 Glastonbury Blvd., Suite 201 _____________ dt 1410916 ; Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Revolving Warehouse Financing Agreement: Fannie Mae – i) Customer and its Subsidiaries may make and own Investments in (1) Eligible Investments, (2) mortgage backed securities, including, without limitation, private label mortgage pass through certificates and obligations of Fannie Mae and Freddie Mac, and (3) investments by Customer pursuant to the Swap Agreement; (ii) Parent may (a) make intercompany loans to the extent expressly permitted in this Agreement and ( _____________ dt 1608573 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Revolving Warehouse Financing Agreement: BANK OF NEW YORK, – 10.1 2 a04-5075_1ex10d1.htm EX-10.1 Exhibit 10.1 REVOLVING WAREHOUSE FINANCING AGREEMENT among FALCON FINANCIAL INVESTMENT TRUST, as Customer, iSTAR FINANCIAL INC., as Buyer, and THE BANK OF NEW YORK, as Paying Agent and Custodian Dated as of April 28, 2004 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1. Certain Defined Terms Section 1.2. Interpretation. ARTICLE II _____________ BANK OF NEW YORK, – THIS REVOLVING WAREHOUSE FINANCING AGREEMENT (this Agreement) is dated as of April 28, 2004, among FALCON FINANCIAL INVESTMENT TRUST, a Maryland real estate investment trust, as Customer (the Customer), THE BANK OF NEW YORK, as Paying Agent and Custodian (the Paying Agent or the Custodian, as the context requires), and iSTAR FINANCIAL INC., a Maryland corporation, as Buyer (the Buyer). RECITALS A. Customer _____________ Bank of New York, – effect, or any successor statute. Collection Account means the segregated account in Customers name, in which Buyer has a first priority, perfected security interest, maintained by Paying Agent at The Bank of New York, or such other bank approved by Buyer for the purpose of receiving and concentrating Collections and such accounts as may be added thereto or deleted therefrom. As of the _____________ Bank of New York – receiving and concentrating Collections and such accounts as may be added thereto or deleted therefrom. As of the Closing Date, the Collection Account is maintained by Paying Agent at The Bank of New York (ABA No. 021-000-018), 101 Barclay Street, 8 West, New York, NY 10286, designated as Account Number: 8900393297. Collections means, with respect to any Receivable or Related Security, _____________ Bank of New York, – the Purchaser Representatives, or the principal corporate custodian office of any successor Custodian (of which address such successor Custodian will notify Customer, Buyer and the Purchaser Representatives). Custodian means The Bank of New York, and its permitted successors and assigns, acting in its capacity as Custodian under this Agreement. Customer means Falcon Financial Investment Trust, a Maryland real estate investment trust, and its _____________ dt 1584304 ; Freddie Mac Freddie Mac ( Consumer Financial Services ) As referenced in this Revolving Warehouse Financing Agreement: Freddie Mac, – its Subsidiaries may make and own Investments in (1) Eligible Investments, (2) mortgage backed securities, including, without limitation, private label mortgage pass through certificates and obligations of Fannie Mae and Freddie Mac, and (3) investments by Customer pursuant to the Swap Agreement; (ii) Parent may (a) make intercompany loans to the extent expressly permitted in this Agreement and (b) transfer Taxable _____________ dt 1328193 ; Katten Muchin Katten Muchin Zavis Rosenman ( Legal ) As referenced in this Revolving Warehouse Financing Agreement: Katten Muchin – General Counsel and to: Telecopier No: (860) 815-5901 iStar Asset Services Inc. 180 Glastonbury Blvd., Suite 201 Glastonbury, Connecticut 06033 Attn: President and to: Telecopier No.: (312) 577-8646 Katten Muchin Zavis Rosenman 525 West Monroe Street Suite 1600 Chicago, Illinois 60661-3693 Attn: Kenneth M. Jacobson, Esq. Reference: 208972/00300 THE BANK OF NEW YORK, as Custodian and Paying _____________ dt 1410973
$77	Preview Full Doc	2003	Revolving Warehouse Financing Agreement Revolving Warehouse Financing Agreement (281K) Doc #487790: Click preview link for longer preview. SunAmerica New Asset Program?SNAP_SMs REVOLVING WAREHOUSE FINANCING AGREEMENT among FALCON FINANCIAL, LLC, *as Customer,* SUNAMERICA LIFE INSURANCE COMPANY, *as Master Servicer and Sponsor,* LASALLE NATIONAL BANK, *as Paying Agent and Custodian,* and ABN AMRO BANK N.V., *as Facility Agent* Dated as of January 7, 1998 TABLE OF CONTENTS Page ARTICLE I 1 Section 1.1. Certain Defined Terms 1 Section 1.2. Interpretation 21 ARTICLE II 22 Section . . . 487790	ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Revolving Warehouse Financing Agreement: ABN AMRO BANK N.V., – Asset ProgramSNAPSMs REVOLVING WAREHOUSE FINANCING AGREEMENT among FALCON FINANCIAL, LLC, as Customer, SUNAMERICA LIFE INSURANCE COMPANY, as Master Servicer and Sponsor, LASALLE NATIONAL BANK, as Paying Agent and Custodian, and ABN AMRO BANK N.V., as Facility Agent Dated as of January 7, 1998 TABLE OF CONTENTS Page ARTICLE I 1 Section 1.1. Certain Defined Terms 1 Section 1.2. Interpretation 21 ARTICLE _____________ ABN AMRO BANK N.V., – Customer"), SUNAMERICA LIFE INSURANCE COMPANY, as Master Servicer and Sponsor ("SunAmerica"), LASALLE NATIONAL BANK, as Paying Agent and Custodian (the "Paying Agent" or the "Custodian", as the context requires), and ABN AMRO BANK N.V., as Facility Agent (the "Facility Agent"). RECITALS A. Customer is primarily in the business of extending financing to certain franchised new car automobile dealers, either by making a term _____________ ABN AMRO Bank N.V. – parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.1. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings: "ABN AMRO" means ABN AMRO Bank N.V. "Accounting Period" means the period commencing on a Cut-Off Date (or, in the case of the initial Accounting Period, the Closing Date), to but not including the next _____________ ABN AMRO BANK N.V., – and Paying Agent By: /s/ DOUG HART Name: Doug Hart Title: Vice President Telecopier No. (312) 904-7280 135 South LaSalle Street Suite 1740 Chicago, Illinois 60603 Attn: Doug Hart ABN AMRO BANK N.V., as Facility Agent By: /s/ JON BOTTOROFF Name: Jon Bottoroff Title: GVP Telecopier No. (312) 904-6376 Structured Finance, Asset Securitization 135 South LaSalle Street Suite 725 Chicago, Illinois _____________ dt 1470923 ; Falcon Financial Falcon Financial Investment Trust ( Real Estate ) ; ABN AMRO Bank ABN AMRO Bank N.V. ( Money Center Banks )