GUARANTY AND CONTRIBUTION AGREEMENT

Contract Categories: Business Finance - Guaranty Agreements
EX-10.(II) 4 dex10ii.htm EXHIBIT 10II Exhibit 10II

Exhibit 10(ii)

 

GUARANTY AND CONTRIBUTION AGREEMENT

 

This Guaranty and Contribution Agreement (this “Agreement”) is made and entered into effective for all purposes as of the 20th day of November, 2003, by the parties signatory hereto or to an Accession Agreement (as hereinafter defined) (collectively, the “Guarantor” whether one or more) to and for the benefit of BANK OF MONTREAL, CHICAGO BRANCH, as Administrative Agent (the “Administrative Agent”), FLEET NATIONAL BANK, as Syndication Agent (the “Syndication Agent”), HARRIS NESBITT CORP., as Co-Arranger and Co-Book Manager (the “First Arranger”), and FLEET SECURITIES, INC., as Co-Arranger and Co-Book Manager (the “Second Arranger”) and the banks and other lenders named in the Credit Agreement herein described.

 

INTRODUCTION

 

WHEREAS, this Agreement is given in connection with that certain Senior Unsecured Credit Agreement dated as of November 20, 2003 (“Credit Agreement”), among LASALLE HOTEL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), Administrative Agent, Syndication Agent, First Arranger, Second Arranger and the banks and other lenders party thereto (collectively the “Banks”);

 

WHEREAS, pursuant to the Credit Agreement the Banks have agreed to extend credit to Borrower as more specifically described therein;

 

WHEREAS, the Borrower is the principal financing entity for capital requirements of its Subsidiaries, and from time to time the Borrower has made and will continue to make capital contributions and advances to its Subsidiaries, including the Subsidiaries which are or will become parties hereto. Other than the Parent, each Guarantor is a direct or indirect subsidiary of the Borrower. Each Guarantor will derive substantial direct and indirect benefit from the transactions contemplated by the Credit Agreement; and

 

WHEREAS, the Banks have required the execution and delivery of this Agreement as a condition precedent to the execution of the Credit Agreement. The Banks would not be willing to execute the Credit Agreement in the absence of the execution and delivery by Guarantor of this Agreement.

 

AGREEMENT

 

NOW, THEREFORE, in order to induce the Banks to make the Advances and the Issuing Bank to issue its Letters of Credit, each Guarantor hereby agrees as follows:

 

SECTION 1. DEFINED TERMS.

 

All terms used in this Agreement, but not defined herein, shall have the meaning given such terms in the Credit Agreement.


Each Guarantor has caused this Agreement to be duly executed as of the date first above written.

 

GUARANTORS:

 

LASALLE HOTEL PROPERTIES, a Maryland real

    estate investment trust

By

   
 
   

Name: Hans Weger

Title: Chief Financial Officer

   

Address:    4800 Montgomery Lane, Suite M25

                  Bethesda, Maryland 20814

                  Attn: Mr. Hans S. Weger

 

Signature Page of Guaranty and Contribution Agreement


I & G CAPITOL, LLC

LHO WASHINGTON HOTEL ONE, L.L.C.

LHO WASHINGTON HOTEL TWO, L.L.C.

LHO WASHINGTON HOTEL THREE, L.L.C.

LHO WASHINGTON HOTEL FOUR, L.L.C.

LHO WASHINGTON FIVE LESSEE, L.L.C.

LHO VIKING HOTEL, L.L.C.

LHO WASHINGTON HOTEL SIX, L.L.C.

By:  

LaSalle Hotel Operating Partnership, L.P.,

a Delaware limited partnership, its

managing member

   

By:

 

LaSalle Hotel Properties,

its general partner

       

By

 

 


       

Name:

Title:

 

Hans Weger

Chief Financial Officer

Address:

 

4800 Montgomery Lane, Suite M25

Bethesda, Maryland 20814

Attn: Mr. Hans S. Weger

 

Signature Page of Guaranty and Contribution Agreement


LASALLE HOTEL LESSEE, INC.

LASALLE WASHINGTON ONE LESSEE, INC.

LASALLE WASHINGTON TWO LESSEE, INC.

LASALLE WASHINGTON THREE LESSEE, INC.

LASALLE WASHINGTON FOUR LESSEE, INC.

LHO WASHINGTON SIX LESSEE, INC.

By

   
 
   

Name: Hans Weger

Title: Chief Financial Officer

   

Address:    4800 Montgomery Lane, Suite M25

                  Bethesda, Maryland 20814

                  Attn: Mr. Hans S. Weger

 

Signature Page of Guaranty and Contribution Agreement