Pre-Effective Amendment to Registration Statement for Securities of a Real Estate Company — Form S-11
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-11/A Form S-11, Amendment No. 2 HTML 3.35M
2: EX-10.19 Material Contract 151 471K
3: EX-10.20 Material Contract 70 224K
4: EX-10.21 Material Contract 51 176K
5: EX-10.22 Material Contract 83 252K
6: EX-10.24 Material Contract 29 132K
7: EX-10.25 Material Contract 29 133K
8: EX-10.26 Material Contract 5 23K
9: EX-10.27 Material Contract 5 24K
10: EX-10.28 Material Contract 5 25K
11: EX-10.29 Material Contract 4 21K
12: EX-10.30 Material Contract 245 991K
13: EX-10.31 Material Contract 108 369K
14: EX-10.32 Material Contract 6 29K
15: EX-23.3 Consent of Experts or Counsel 1 10K
16: EX-23.4 Consent of Experts or Counsel 1 9K
17: EX-23.5 Consent of Experts or Counsel 1 9K
18: EX-99.3 Miscellaneous Exhibit 17 82K
19: EX-99.4 Miscellaneous Exhibit 187 895K
EX-10.29 — Material Contract
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EXHIBIT 10.29
[LEHMAN BROTHERS LETTERHEAD]
Date: March 14, 2001
To: Maguire Partners-Plaza Las Fuentes, LLC
c/o Maguire Partners
355 South Grand Avenue
Suite 4500
Los Angeles, CA 90071
Attention: Mark Lammas
Telephone: 213-613-4598
Facsimile: 213-687-4753
CC: Chatham Financial Corp.
Attention: Scott Klein
Telephone: 610-925-3120
Facsimile: 610-925-3125
From: Lehman Brothers Derivative Products Inc.
1 World Financial Center
New York, NY 10281
Lorna Brown (Documentation Contact)
Telephone: 646-836-2008
Telecopier: 646-836-0634
SUBJECT: CAP TRANSACTION (158758/158645/259663D)
The purpose of this communication is to set forth the terms and conditions of
the cap transaction entered into on the Trade Date referred to below (the "Cap
Transaction"), between Lehman Brothers Derivative Product Inc. ("Party A" or
"we") and Maguire Partners-Plaza Las Fuentes, LLC ("Party B" or "you"). This
communication constitutes a "Confirmation" as referred to in the Cap Agreement
specified below.
Until the Cap Agreement described below is executed, this Confirmation is
subject to and incorporates the terms of the 1992 version of the preprinted
multicurrency cross-border form of Master Agreement published by the
International Swaps and Derivatives Association, Inc. ("ISDA") (the "Master
Agreement"), but without regard to any modifications or elections that the
parties may be entitled to make pursuant to a Schedule attached thereto except
that Market Quotation and Second Method are selected as the means for
calculating Payments on Early Termination as defined in Section 6(e) of the
1992 ISDA Master Agreement. Upon execution by the parties of the Master
Agreement, which the parties hereby agree to enter into as soon as practicably
possible (such Master Agreement, as executed by the parties hereto, including
the Schedule thereto with any related exhibits, being herein referred to as the
"Cap Agreement"), this Confirmation will supplement, form a part of, and be
subject to such Cap Agreement. All provisions contained in, or incorporated by
reference to, the Cap Agreement shall govern this Confirmation except as
expressly modified below. In the event of any inconsistency between the
provisions of that Cap Agreement and this Confirmation, this Confirmation
shall prevail for the purpose of this Cap Transaction. In addition, this
Confirmation shall itself evidence a complete and binding agreement between you
and us as to the terms and conditions of the Cap Transaction to which this
Confirmation relates.
[LEHMAN BROTHERS LETTERHEAD]
Party A and Party B each represents that (i) entering into the Cap Transaction
is authorized and does not violate any laws of its jurisdiction of organization
or residence or the terms of any agreement to which it is a party; (ii) it is
not relying on the other party in connection with its decision to enter into
this Cap Transaction, and neither party is acting as an advisor or fiduciary of
the other party in connection with this Cap Transaction regardless of whether
the other party provides it with market information or its views; (iii) it
understands the risks of the Cap Transaction and any legal, regulatory, tax,
accounting and economic consequences resulting therefrom; and (iv) it has
determined based upon its own judgement and economic consequences resulting
therefrom; and (iv) it has determined based upon its own judgement and upon any
advice received from its own professional advisors as it has deemed necessary
to consult that entering into the Cap Transaction is appropriate for such party
in light of its financial capabilities and objectives.
This Confirmation incorporates the definitions and provisions contained in the
2000 ISDA Definitions as published by the International Swaps and Derivatives
Association, Inc. (the "Definitions"). In the event of any inconsistency
between the Definitions and this Confirmation, this Confirmation will govern.
The terms of the particular Cap Transaction to which this communication relates
are as follows:
Notional Amount: USD73,000,000
Trade Date: March 14, 2001
Effective Date: March 16, 2001
Termination Date: May 15, 2004
Cap Rate: 7.00%
FIXED AMOUNTS
Cap Fixed Rate Payer
(Cap Buyer): Party B
Cap Fixed Amount
(Premium): USD292,600
Premium Payment Date: March 16, 2001
FLOATING AMOUNTS
Cap Floating Rate Payer: Party A
Floating Rate Payer
Calculation Period: From and including the fifteenth (15th) day of
each month to but excluding the fifteenth (15th)
day of the following month, beginning with the
Effective Date continuing until the Termination
Date, with no adjustment for weekends and
holidays. The first period is from the Effective
Date to May 15, 2001.
Page 2 of 4
Floating Rate Payer
Payment Dates: The ninth (9th) of each month,
beginning with May 9, 2001
continuing until the Termination
Date, subject to adjustment in
accordance with the Preceding
Business Day Convention.
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 1 Month (including any stub periods)
Spread: Inapplicable
Floating Rate Day Count Fraction: Actual/360
Reset Dates: First day of each Calculation
Period. The Floating Rate for each
Calculation Period will be the rate
on the day which is two London
Banking Days prior to the
commencement of such Calculation
Period.
Compounding: Inapplicable
Business Days For Floating
Rate Determination Date: London
Business Days For Payments: New York
Calculation Agent: Party A
Collateral Assignment: Party A consents to a collateral
assignment of this Confirmation and
the Agreement (as attached) and
agrees to execute separate consents
as may be reasonably requested by
the parties to such agreements.
Assignment: Party A will not unreasonably
withhold or delay an assignment of
this agreement to any other third
party.
Governing Law: New York, without reference to
choice of law doctrine.
Payment Instructions to Party A: CHASE MANHATTAN BANK, N.A. NEW YORK
BIC # CHASUS33
A/C OF Lehman Brothers Derivative
Products Inc.
A/C # 066-902-622
Page 3 of 4
Payment Instructions to Party B: Please provide
Please confirm that the foregoing correctly sets forth the terms of our
agreement with respect to the Cap Transaction by signing in the space provided
below and sending a copy of the executed Confirmation by telecopier
(646-836-0602) to Lehman Brothers Derivative Products Inc., Attention:
Confirmation Group.
Lehman Brothers Derivative Products Inc.
By: /s/ [copy not legible]
---------------------------------------
Name:
Title: Vice President
Lehman Brothers Derivative Products
Confirmed as of the
date first above written:
MAGUIRE PARTNERS--PLAZA LAS FUENTES, LLC
a Delaware limited liability company
By: Maguire Partners/Pasadena Center, Ltd.,
a California limited partnership, its Managing Member
By: Maguire Partners Pasadena Gen-Par., Inc.,
a Delaware corporation, its General Partner
By: /s/ [copy not legible]
---------------------------------------
Name: [copy not legible]
Title: Treasurer
Page 4 of 4
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-11/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 5/15/04 | | 2 | | | | | None on these Dates |
| Filed on: | | 4/28/03 |
| | 5/15/01 | | 2 |
| | 5/9/01 | | 3 |
| | 3/16/01 | | 2 |
| | 3/14/01 | | 1 | | 2 |
| List all Filings |
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