exv10w15w2
THIRD AMENDMENT TO CREDIT AGREEMENT
dated as of
August 24, 2005
among
ASHFORD HOSPITALITY LIMITED PARTNERSHIP,
as Borrower,
ASHFORD HOSPITALITY TRUST, INC.,
ASHFORD OP GENERAL PARTNER LLC,
ASHFORD OP LIMITED PARTNER LLC,
ASHFORD TRS CORPORATION,
ASHFORD TRS II LLC, and
THE BORROWING BASE SUBSIDIARIES PARTY HERETO,
as Guarantors,
THE LENDERS PARTY HERETO,
CALYON NEW YORK BRANCH,
as Administrative Agent and Sole Lead
Arranger and Book Manager,
and
MERRILL LYNCH CAPITAL, a division of
Merrill Lynch Business Financial Services, Inc.,
as Syndication Agent
THIRD AMENDMENT TO CREDIT AGREEMENT dated as of August 24, 2005 (this “Amendment”),
among ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (the
“Borrower”), the Guarantors as of the date hereof, the Lenders as of the date hereof,
CALYON NEW YORK BRANCH, as administrative agent for the Lenders (in its capacity as administrative
agent for the Lenders, together with any permitted successor administrative agent, the
“Administrative Agent”) and sole lead arranger and book manager, and MERRILL LYNCH CAPITAL,
a division of Merrill Lynch Business Financial Services, Inc., as syndication agent (in such
capacity, the “Syndication Agent”).
WHEREAS, Borrower, Guarantors, Administrative Agent, Syndication Agent and Lenders are parties
to that certain Credit Agreement dated as of February 5, 2004, as modified by that certain (i)
Joinder Agreement and Ratification dated as of March 24, 2004, (ii) Joinder Agreement and
Ratification dated as of May 17, 2004, (iii) First Amendment to Credit Agreement dated as of August
17, 2004, (iv) Borrowing Base Release Agreement dated as of September 2, 2004, (v) Joinder
Agreement, Ratification and Amendment to Credit Agreement dated as of October 1, 2004, (vi) Joinder
Agreement and Ratification dated as of January 21, 2005, (vii) letter agreement dated May 31, 2005
among the parties to the Credit Agreement, and (viii) Second Amendment to Credit Agreement dated as
of May 31, 2005 (as so modified, the “Existing Credit Agreement”) (all capitalized terms
used but not defined herein shall have the meaning set forth in the Existing Credit Agreement); and
WHEREAS, Borrower, Guarantors, Administrative Agent, Syndication Agent and Lenders desire to
increase the maximum amount of the credit facility, subject to the terms of the Existing Credit
Agreement, as amended hereby, to $100,000,000 and to amend certain other provisions of the Existing
Credit Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in this
Amendment, and for good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto hereby agree as follows:
ARTICLE I
AMENDMENT TO THE EXISTING CREDIT AGREEMENT
SECTION 1.01. Additional Definitions. The following definitions are hereby added to
the Existing Credit Agreement:
(a) “Fixed Charge Coverage Ratio” means, for any fiscal period of the REIT, the
ratio of (a) Adjusted EBITDA for such fiscal period to (b) the sum of (i) Interest Expense
for such fiscal period, (ii) Principal Expense for such fiscal period and (iii) the
aggregate amount of all dividend payments that become due and payable by the REIT and its
Consolidated Subsidiaries during such fiscal period to the holders of preferred shares
(excluding Security Capital convertible preferred dividends).
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(b) “Principal Expense” means, with respect to any fiscal period as applicable
to the REIT and its Consolidated Subsidiaries, the aggregate amount of all regularly
scheduled principal payments that become due and payable by the REIT and its Consolidated
Subsidiaries during such fiscal period, determined on a Consolidated basis in accordance
with GAAP, and including in any event the portion of any Capitalized Lease Obligation
allocable to principal and payments of principal in kind, provided, that, in clarification
of the foregoing, no non-regularly scheduled payments, such as balloon payments, shall
constitute a “Principal Expense”.
SECTION 1.02. Amendments. The Existing Credit Agreement is hereby amended as
follows:
(a) The definition of “Applicable Margin” is hereby deleted in its entirety and
replaced with the following:
“Applicable Margin” means with respect to Loans maintained as (a) Base
Rate Loans, one and one-quarter of one percent (1.25%) per annum and (b) LIBOR
Loans, (i) one and ninety-five one-hundredths of one percent (1.95%) if the
Loan-to-NOI Ratio is greater than 7.0:1.0, (ii) one and eighty one-hundredths of one
percent (1.80%) if the Loan-to-NOI Ratio is greater than or equal to 6.0:1.0 but
less than or equal to 7.0:1.0, and (iii) one and sixty one-hundredths of one percent
(1.60%) if the Loan-to-NOI Ratio is less than 6.0:1.0, in each of the foregoing
cases, as confirmed by, and effective as of the date of, the notice by the
Administrative Agent to the Borrower of any adjustment delivered pursuant to
Section 5.01(e) hereof (or, if any financial statements, computations or
certificates required pursuant to Section 5.01(c) or (e)(i) hereof
are not delivered to the Administrative Agent within the time required pursuant to
said Sections, as of any date that the Administrative Agent notifies the
Borrower in writing (which notice may be by facsimile transmission to the Borrower
only) of such adjustment).”
(b) The definition of “Commitment Fee Rate” is hereby deleted in its entirety and
replaced with the following:
“‘Commitment Fee Rate’ means, at any time, the per annum rate equal to
(i) if the aggregate Revolving Credit Exposures of the Lenders at such time is less
than or equal to one-half (1/2) of the Maximum Revolver Amount, thirty-five
one-hundredths of one percent (0.35%) and (ii) if the aggregate Revolving Credit
Exposures of the Lenders is greater than one-half (1/2) of the Maximum Revolver
Amount at such time, one-fifth of one percent (0.20%).”
(c) The definition of “Implied Debt Service” is hereby deleted in its entirety and
replaced with the following:
“‘Implied Debt Service’ means, as of any date, the greater of (a) the
aggregate amount of debt service payable at the interest rate in effect hereunder as
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of such date, determined on a weighted average basis based on the respective
principal balances of each Loan and any LC Exposure, with respect to a principal
amount equal to the aggregate Revolving Credit Exposure as of such date, and (b) the
aggregate amount of all principal and interest payments that would be payable based
on a principal amount equal to the aggregate Revolving Credit Exposure as of such
date, a 25-year mortgage-style amortization schedule and an interest rate equal to
the greater of (i) (x) for the period ending on and including August 16, 2007, six
and one-half of one percent (6.50%), (y) for the period from and including August
17, 2007 and ending on and including August 16, 2008 six and three-quarters of one
percent (6.75%) and (z) for each of the First Extension Period and Second Extension
Period, seven percent (7.0%), and (ii) one and three-quarters of one percent (1.75%)
in excess of the then most-recently published annual yield to maturity of the U.S.
Treasury Constant Maturity Series with a ten (10) year maturity, as such yield is
reported on such date in the “Federal Reserve Statistical Release H.15 – Selected
Interest Rates”, or any successor publication, published by the Board in effect on
the date of calculation (and in the event such rate per annum is no longer
available, the rate described in this clause (ii) shall be one and
three-quarters of one percent (1.75%) in excess of the most-recent per annum rate
equal to the annual yield to maturity on a comparable debt security with a ten (10)
year maturity issued by the Federal National Mortgage Association, as determined by
the Administrative Agent).”
(d) The definition of “Implied Loan Amount” is hereby deleted in its entirety and
replaced with the following:
“‘Implied Loan Amount’ means the aggregate amount of the Revolving
Credit Exposure which would result in a Debt Service Coverage Ratio of 1.4:1.0.”
(e) The definition of “Implied Loan Constant Rate” is hereby deleted in its entirety.
(f) The definition of “Initial Maturity Date” is hereby deleted in its entirety and
replaced with the following:
“‘Initial Maturity Date’ means August 16, 2008.”
(g) The definition of “Interest Expense” is hereby amended by inserting the following
immediately after the text “Rate Agreement” in the last line thereof:
“, but shall in any event exclude non-recurring interest expenses which may be defined
as interest expense under GAAP, including prepayment fees and premiums, exit fees,
defeasance costs and charges and sums similar in nature”
(h) The definition of “Maximum Revolver Amount” is hereby deleted in its entirety and
replaced with the following:
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“‘Maximum Revolver Amount’ means $100,000,000, as such amount may be increased
from time to time in accordance with Section 2.09 hereof or reduced from time to
time in accordance with Section 2.08 hereof; provided, however, the
Maximum Revolver Amount shall at no time exceed $150,000,000.”
(i) The definition of “Obligations” is hereby amended by deleting the text “ (i.e., the
amount of $60,000,000 as it may be increased to up to $75,000,000 pursuant to Section
2.09 hereof)” therein and replacing it with the text “(i.e., the amount of $100,000,000
as it may be increased to up to $150,000,000 pursuant to Section 2.09 hereof)”.
(j) Section 2.08(b) is hereby amended by changing the reference to
“$30,000,000” therein to “$50,000,000”.
(k) Section 2.09(a) is hereby amended by changing the references to
“$15,000,000” in the last sentence thereof to “$50,000,000” and the reference to
“$5,000,000” in the last sentence thereof to “$15,000,000”.
(l) Section 2.21(a) is hereby deleted in its entirety and replaced with the
following:
“Generally. Subject to the conditions set forth in Section 2.21(b) and
(c) hereof, the Borrower shall have two (2) options to extend the Maturity Date.
The first option shall be exercisable as provided in Section 2.21(b) hereof and
shall extend the Initial Maturity Date to August 16, 2009 (such extension period is referred
to herein as the “First Extension Period”). The second option shall be exercisable
as provided in Section 2.21(c) hereof and shall extend the Maturity Date to August
16, 2010 (such extension period is referred to herein as the “Second Extension
Period”).”
(m) Clauses (ii) and (iv) of Section 2.21(b) are hereby amended
by changing the references to “June 30, 2007” therein to “June 30, 2008”.
(n) Clauses (ii) and (iv) of Section 2.21(c) are hereby amended
by changing the references to “June 30, 2008” therein to “June 30, 2009”.
(o) Section 5.01(e) is hereby amended by adding the text “, Fixed Charge
Coverage Ratio” immediately after the text “Interest Coverage Ratio” therein.
(p) Section 6.13 is hereby deleted in its entirety and replaced with the
following:
“Interest Coverage Ratio and Fixed Charge Ratio. The Borrower will not permit
or suffer the Interest Coverage Ratio for each period of four (4) consecutive fiscal
quarters ended on the last day of each fiscal quarter to be less than 1.75:1. The Borrower
will not permit or suffer the Fixed Charge Coverage Ratio for each period of four (4)
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consecutive fiscal quarters ended on the last day of each fiscal quarter to be less
than 1.25:1.”
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Borrower and each Guarantor hereby represents and warrants to the Administrative Agent, the
Syndication Agent and the Lenders as follows:
SECTION 2.01. Existence and Power. Each such Credit Party is duly organized, validly
existing and in good standing under the laws of its jurisdiction of organization and has all
necessary powers required to enter into this Amendment and to perform its obligations under the
Existing Credit Agreement, as amended hereby.
SECTION 2.02. Authorization; No Contravention. The execution and delivery by each
such Credit Party of this Amendment and the performance of the Existing Credit Agreement, as
amended hereby, (a) are within its powers and have been duly authorized by all necessary action,
(b) require no action by or in respect of, or filing with, any Governmental Authority, any property
manager or other third party, (c) do not contravene, or constitute a breach of or default under,
any provision of applicable law or regulation, any of its constitutive documents or of any
judgment, injunction, order, decree, permit, license, note, mortgage, agreement or other material
instrument binding upon such Person or any of its Subsidiaries or their respective assets and (d)
do not result in the creation or imposition of any Lien on any asset of any Credit Party or any of
its Subsidiaries (except the Security Interests).
SECTION 2.03. Binding Effect. This Amendment has been duly executed and delivered by
such Credit Party and the Existing Credit Agreement, as amended hereby, constitutes the valid and
binding agreement of each such Credit Party, in each case enforceable in accordance with their
respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization or moratorium or other similar laws relating to the enforcement of creditors’ rights
generally and by general equitable principles.
SECTION 2.04.
Representations and Warranties in Financing Documents. Without
limiting the foregoing, all representations and warranties of such Credit Party set forth in the
Existing Credit Agreement, as amended hereby, and the other Financing Documents, are, giving effect
to this Amendment, true and correct in all material respects as of the date hereof,
provided that any such representations and warranties that by their express terms are made
as of a specific date are true and correct in all material respects as of such specific date. In
connection with the foregoing representations and warranties,
Exhibits B,
C,
E,
F,
G,
H and
I of the Credit Agreement are each hereby
amended to include the information set forth on
Exhibits B,
C,
D,
E,
F,
G and
H, respectively, attached hereto, the date of September
30, 2003 set forth in
clauses (a) and
(b) of
Section 3.04 of the Credit
Agreement shall refer to June 30, 2005, the reference to “the date hereof” set forth in
clause
(i) of
Section 3.04 of the Credit Agreement shall refer to the date
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of this Amendment, and the reference to the Effective Date set forth in Section 3.19 of the
Credit Agreement shall refer to the date of this Amendment.
ARTICLE III
MISCELLANEOUS
SECTION 3.01. Effectiveness of Change of Commitment Fee Rate. The modification of
the Commitment Fee Rate set forth in Section 1.02 hereof shall be effective only as of the
date hereof and shall not reduce or otherwise modify the amount of the Commitment Fee accrued
through the date hereof determined on the basis of the Commitment Fee Rate under the Existing
Credit Agreement. The portion of the Commitment Fee due and payable on September 30, 2005 shall be
determined on the basis of the Commitment Fee Rate under the Existing Credit Agreement for the
period ending on the day immediately preceding the date hereof and on the basis of the Commitment
Fee Rate as modified by this Amendment for the period commencing on the date hereof and ending on
September 30, 2005. Thereafter, the Commitment Fee shall be determined on the basis of the
Commitment Fee Rate as amended by this Amendment.
SECTION 3.02. Effectiveness of Change of Applicable Margin. The modification of the
Applicable Margin set forth in Section 1.02 hereof shall be effective only as of the date
hereof and shall not reduce or otherwise modify the amount of interest that has accrued through the
date hereof determined on the basis of the Base Rate and/or the Adjusted LIBO Rate, as applicable,
and the Applicable Margin under the Existing Credit Agreement. The portion of interest due and
payable on September 1, 2005 shall be determined on the basis of the Base Rate and/or the Adjusted
LIBO Rate, as applicable, and the Applicable Margin under the Existing Credit Agreement for the
period ending on the day immediately preceding the date hereof and on the basis of the Base Rate
and/or the Adjusted LIBO Rate, as applicable, and the Applicable Margin as modified by this
Amendment for the period commencing on the date hereof and ending on September 1, 2005.
Thereafter, the Applicable Margin shall be determined on the basis of the Applicable Margin as
amended by this Amendment.
SECTION 3.03. Lenders’ Commitments. The Commitment of each Lender as of the date
hereof, giving effect to this Amendment, is set forth below each Lender’s signature on the
signature page hereof.
SECTION 3.04. Fee. In consideration of, and as a condition precedent to, Lenders’
entering into this Amendment, Borrower shall pay to Administrative Agent for the benefit of each
Lender (pro rata share based on their Commitments) the amount of $320,000.
SECTION 3.05. No Other Amendments. Except as amended hereby, the Existing Credit
Agreement remains unmodified. As amended hereby, the Existing Credit Agreement remains in full
force and effect. Each Credit Party ratifies and reaffirms the obligations, waivers and covenants
made under the Existing Credit Agreement, as amended hereby, and the other Financing Documents.
Without limiting the foregoing, the Guarantors
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acknowledge and agree that the Guaranteed Obligations include the Obligations, as amended hereby,
and that the Financing Documents remain in full force and effect and shall secure and otherwise
apply to the Guaranteed Obligations and all other terms of the Existing Credit Agreement, as
amended hereby.
SECTION 3.06. Counterparts. This Amendment may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Amendment by telecopy shall be effective as delivery of a
manually executed counterpart of this Amendment.
SECTION 3.07. Severability. Any provision of this Amendment held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof, and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
SECTION 3.08. Headings, Etc. Article and Section headings used herein are for
convenience of reference only, are not part of this Amendment and shall not affect the construction
of, or be taken into consideration in interpreting, this Amendment.
SECTION 3.09. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the substantive laws of the State of New York.
SECTION 3.10. Waiver of Trial by Jury. Each party hereto hereby expressly and
unconditionally waives any and every right either party may have to a trial by jury, in any suit,
action or proceeding brought under or with respect to this Amendment.
SECTION 3.11. Post-Closing Obligation. Within thirty (30) days of the date hereof,
Borrower shall deliver to Agent a fully-paid endorsement issued by Chicago Title Insurance Company
to Agent’s title policy with respect to the Mortgage on Ashford Atlantic Beach LP’s property in
Duval County, Florida with respect to the amendment to the Mortgage being executed and delivered by
Ashford Atlantic Beach LP concurrently herewith in form and substance acceptable to Agent.
[The remainder of this page is intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers as of the day and year first above written.
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BORROWER: |
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ASHFORD HOSPITALITY LIMITED PARTNERSHIP |
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By: |
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Ashford OP General Partner LLC |
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By: |
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Ashford Hospitality Trust, Inc. |
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By:
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/s/ DAVID A. BROOKS |
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Name: David A. Brooks |
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Title: Secretary and Chief Legal Counsel |
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GUARANTORS: |
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ASHFORD HOSPITALITY TRUST, INC. |
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By:
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/s/ DAVID A. BROOKS |
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Name: David A. Brooks |
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Title: Secretary and Chief Legal Counsel |
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ASHFORD TRS CORPORATION |
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By:
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/s/ DAVID J. KIMICHIK |
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Name: David J. Kimichik |
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Title: President |
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ASHFORD TRS II LLC |
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By: Ashford TRS Corporation |
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By: /s/ DAVID J. KIMICHIK |
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Name: David J. Kimichik |
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Title: President |
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ASHFORD OP GENERAL PARTNER LLC |
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By: Ashford Hospitality Trust, Inc. |
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By: /s/ DAVID A. BROOKS |
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Name: David A. Brooks |
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Title: Secretary and Chief Legal Counsel |
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ASHFORD OP LIMITED PARTNER LLC |
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By: |
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Ashford Hospitality Trust, Inc. |
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By:
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/s/ DAVID A. BROOKS |
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Name: David A. Brooks |
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Title: Secretary and Chief Legal Counsel |
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ASHFORD LAWRENCEVILLE LP |
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By: |
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Ashford Properties General Partner LLC |
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By:
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/s/ DAVID A. BROOKS |
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Name: David A. Brooks |
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Title: Vice President |
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ASHFORD ANAHEIM LP |
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By: |
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Ashford Properties General Partner LLC |
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By:
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/s/ DAVID A. BROOKS |
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Name: David A. Brooks |
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Title: Vice President |
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ASHFORD KENNESAW I LP |
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By: |
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Ashford Properties General Partner LLC |
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By:
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/s/ DAVID A. BROOKS |
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Name: David A. Brooks |
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Title: Vice President |
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ASHFORD KENNESAW II LP |
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By: |
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Ashford Properties General Partner LLC |
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By:
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/s/ DAVID A. BROOKS |
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Name: David A. Brooks |
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Title: Vice President |
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ASHFORD ATLANTIC BEACH LP |
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By: |
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Ashford Properties General Partner Sub II LLC |
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By: |
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Ashford Properties General Partner LLC |
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By:
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/s/ DAVID A. BROOKS |
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Name: David A. Brooks |
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Title: Vice President |
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ADMINISTRATIVE AGENT: |
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CALYON NEW YORK BRANCH |
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By:
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/s/ JOSEPH A. ASCIOLLA |
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Name: Joseph A. Asciolla |
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Title: Managing Director |
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By:
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/s/ DAVID BOWERS |
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Name: David Bowers |
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Title: Director |
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SYNDICATION AGENT: |
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MERRILL LYNCH CAPITAL, a division of Merrill Lynch
Business Financial Services, Inc. |
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By:
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/s/ KIM LIAUTAUD |
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Name: Kim Liautaud |
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Title: Vice President |
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LENDERS: |
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CALYON NEW YORK BRANCH |
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By:
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/s/ JOSEPH A. ASCIOLLA |
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Name: Joseph A. Asciolla |
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Title: Managing Director |
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By:
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/s/ DAVID BOWERS |
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Name: David Bowers |
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Title: Director
Commitment: $33,333,333.34 |
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MERRILL LYNCH CAPITAL, a division of Merrill Lynch
Business Financial Services, Inc. |
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By:
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/s/ KIM LIAUTAUD |
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Name: Kim Liautaud |
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Title: Vice President
Commitment: $33,333,333.33 |
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WACHOVIA BANK, NATIONAL ASSOCIATION |
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By:
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/s/ DAVID BLACKMAN |
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Name: David Blackman |
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Title: Managing Director |
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Commitment: $33,333,333.33 |
11