Acknowledgment of Plan of Transfer under Secured and Unsecured Revolving Loan Agreements between KeyBank National Association and AmeriVest Properties Inc.
This letter agreement confirms that AmeriVest Properties Inc. has provided KeyBank National Association, acting as both lender and agent, with a Plan of Transfer related to both a Secured Revolving Loan and an Unsecured Revolving Loan. The Plan of Transfer sets minimum sales prices for certain assets, as required by the loan agreements and their amendments. KeyBank acknowledges receipt of this plan by signing the letter. The agreement ensures compliance with specific provisions in the loan documents regarding asset sales and pricing.
Exhibit 10.5
September 14, 2005
KeyBank National Association, as Lender and Agent
127 Public Square
Cleveland, Ohio 44114-1306
Attention: Real Estate - Capital Services
KeyBank National Association, as Lender and Agent
1200 Abernathy Road, N.E.
Suite 1550
Atlanta, Georgia 30328
Attn: Dan Stegemoeller
Re: Secured Revolving Loan (the “Secured Revolving Loan”) from KeyBank National Association (“KeyBank”), both individually and as Agent for various lenders (collectively, “Secured Revolver Lender”), to AmeriVest Properties Inc., a Maryland corporation (“Borrower”); and Unsecured Revolving Loan (the “Unsecured Revolving Loan”) from KeyBank, both individually and as Agent for various lenders (collectively, “Unsecured Revolver Lender”), to Borrower
Ladies and Gentlemen:
Pursuant to Sections 8.4(c) of the Loan Agreement, as amended, for the referenced Secured Revolving Loan and the Loan Agreement, as amended, for the referenced Unsecured Revolving Loan, attached is the Plan of Transfer referenced in Paragraph 2(k) of the Fifth Amendment to Revolving Credit Agreement for the Secured Revolving Loan and referenced in Paragraph 2(m) of the Second Amendment to the Amended and Restated Unsecured Revolving Credit Agreement. The amounts set forth under the heading “Sales Price” in the Plan of Transfer shall also be the minimum gross sales price for each asset for purposes of Section 8.12 of the Loan Agreement, as amended, for the Unsecured Revolving Loan.
Please sign and return a copy of this letter to the undersigned to indicate your receipt of the Plan of Transfers.
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| AMERIVEST PROPERTIES INC., | |||
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| a Maryland corporation | |||
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| By: | /s/ Charles K. Knight | ||
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| Name: | Charles K. Knight | ||
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| Title: | President and CEO | ||
****The confidential portion of this Agreement has been omitted and filed separately with the Securities and Exchange Commission
| Received this day of September, 2005: | ||||
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| KEYBANK NATIONAL ASSOCIATION, | ||||
| a national banking association, as Lender and Agent | ||||
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| By: | /s/ Daniel P. Stegemoeller |
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| Name: | Daniel P. Stegemoeller |
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| Title: | Vice President |
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Plan of Transfer
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| Location |
| Sales Price |
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| [****[ |
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****The confidential portion of this Agreement has been omitted and filed separately with the Securities and Exchange Commission
