LENDER JOINDER AND ASSUMPTION AGREEMENT
Exhibit 10.2
LENDER JOINDER AND ASSUMPTION AGREEMENT
This Lender Joinder and Assumption Agreement (the Joinder) is made as of July 27, 2007 (the Effective Date) by BANK OF AMERICA, N.A., (the New Commitment Provider).
Background
Reference is made to the Amended and Restated Credit Agreement dated as of February 21, 2007 among Excelsior LaSalle Property Fund, Inc. (the Borrower), the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto and PNC BANK, NATIONAL ASSOCIATION, as agent (the Agent) (as the same has been and may hereafter be modified, supplemented, amended or restated the Agreement). Capitalized terms defined in the Agreement are used herein as defined therein.
Agreement
In consideration of the Lenders permitting the New Commitment Provider to become a Lender under the Agreement, the New Commitment Provider agrees that effective as of the Effective Date it shall become, and shall be deemed to be, a Lender under the Agreement and each of the other Loan Documents and agrees that from the Effective Date and so long as the New Commitment Provider remains a party to the Agreement, such New Commitment Provider shall assume the obligations of a Lender under and perform, comply with and be bound by each of the provisions of the Agreement which are stated to apply to a Lender and shall be entitled to the benefits, rights and remedies set forth therein and in each of the other Loan Documents. The New Commitment Provider hereby acknowledges that it has heretofore received a true and correct copy of the Agreement (including any modifications thereof or supplements or waivers thereto) as in effect on the Effective Date and the executed original of its Note dated the Effective Date issued by the Borrower under the Agreement in the face amount of $10,000,000.
The Commitments and Ratable Shares of the New Commitment Provider and each of the other Lenders are as set forth on Schedule 1.1(B) to the Agreement. Schedule 1.1(B) to the Agreement is being amended and restated effective as of the Effective Date hereof to read as set forth on Schedule 1.1(B) hereto. Schedule 1 hereto lists as of the date hereof the amount of Loans under each outstanding Borrowing Tranche. Notwithstanding the foregoing on the date hereof, the Borrower shall repay all outstanding Loans to which either the Base Rate Option or the Euro-Rate Option applies and simultaneously reborrow a like amount of Loans under each such Interest Rate Option from the Lenders (including the New Commitment Provider) according to the Ratable Shares set forth on attached Schedule 1.1(B) and shall be subject to breakage fees and other indemnities provided in Section 4.6.2 [Indemnity].
The New Commitment Provider is executing and delivering this Joinder as of the Effective Date and acknowledges that it shall: (A) share ratably in all Base Rate Loans borrowed by the Borrower on and after the Effective Date; (B) participate in all new Euro-Rate Loans borrowed by the Borrower on and after the Effective Date according to its Ratable Share; and (C) participate in all Letters of Credit outstanding on the Effective Date according to its Ratable Share.
[SIGNATURE PAGE FOLLOWS]
[SIGNATURE PAGE TO LENDER JOINDER AND ASSUMPTION AGREEMENT]
IN WITNESS WHEREOF, the New Commitment Provider has duly executed and delivered this Joinder as of the Effective Date.
BANK OF AMERICA, N.A. | ||
By: | /s/ Ronald B. Phemister | |
Name: | Ronald B. Phemister | |
Title: | Senior Vice President |
[ACKNOWLEDGEMENT TO LENDER JOINDER AND ASSUMPTION AGREEMENT]
ACKNOWLEDGED:
PNC BANK, NATIONAL ASSOCIATION, | ||
as Agent | ||
By: | /s/ James A. Colella | |
Name: | James A. Colella | |
Title: | Senior Vice President |
BORROWER:
EXCELSIOR LASALLE PROPERTY FUND, INC., a Maryland corporation
By: LaSalle Investment Management, Inc., a Maryland corporation, its investment advisor
By: | /s/ Leo E. Owens | |
Name: | Leo E. Owens | |
Title: | Managing Director |
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SCHEDULE 1.1(B)
COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
Page 1 of 2
Part 1Commitments of Lenders and Addresses for Notices to Lenders
Lender | Amount of Commitment for Loans | Ratable Share | ||||
PNC Bank, National Association, as a Lender and as Agent One PNC Plaza, 19th Floor 249 Fifth Avenue Pittsburgh, Pennsylvania ###-###-#### | $ | 30,000,000 | 42 ###-###-#### | % | ||
Attention: Michael E. Smith Telephone: 412 ###-###-#### Telecopy: 412 ###-###-#### | ||||||
BMO Capital Markets Financing, Inc. 115 South LaSalle Street Chicago, IL 60603 | $ | 30,000,000 | 42 ###-###-#### | % | ||
Attention: Virginia Neale, Vice President Telephone: 312 ###-###-#### Telecopy: 312 ###-###-#### | ||||||
Bank of America, N.A. 231 S. LaSalle Street, 12th Fl. Chicago, IL 60604 | $ | 10,000,000 | 14 ###-###-#### | % | ||
Attention: Sabana Johnson Telephone: 312 ###-###-#### Telecopy: 312 ###-###-#### | ||||||
Total | $ | 70,000,000 | 100.00000000 | % | ||
SCHEDULE 1.1(B)
COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
Page 2 of 2
Part 2 - Addresses for Notices to Borrower:
BORROWER:
Excelsior LaSalle Property Fund, Inc.
c/o LaSalle Investment Management, Inc.
200 East Randolph, Suite 4400
Chicago, Illinois 60601
Attention: C. Allan Swaringen
Telephone: (312)  ###-###-####
Telecopy: (312)  ###-###-####
with a copy to:
Excelsior LaSalle Property Fund, Inc.
c/o LaSalle Investment Management, Inc.
200 East Randolph, Suite 4400
Chicago, Illinois 60601
Attention: Gordon Repp
Telephone: (312)  ###-###-####
Telecopy: (312)  ###-###-####
with a copy to:
Paul, Hastings, Janofsky & Walker LLP
191 North Wacker Drive, 30th Floor
Chicago, Illinois 60606
Attention: Daniel J. Pearlman
Telephone: (312)  ###-###-####
Telecopy: (312)  ###-###-####
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SCHEDULE 1
OUTSTANDING TRANCHES
None.