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-10.27 — Material Contract
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EXHIBIT 10.27
SMBC DERIVATIVE PRODUCTS LIMITED [SMBC LOGO]
________________________________________________________________________________
A Subsidiary of Sumitomo Mitsui Banking Corporation
REVISED CONFIRMATION
Date: September 23, 2002
To: MP-555 West Fifth Mezzanine, LLC and
MP-808 South Olive Mezzanine, LLC
355 South Grand Avenue
Suite 4500
Los Angeles CA 90071
USA
From: SMBC Capital Markets, Inc. as Agent for SMBC Derivative Products
Limited
Derivative Products Group
277 Park Avenue, Fifth Floor
New York, New York 10172
cc: Documentation Contact: Julie Ann Cenidoza
Telephone: 212-224-5144
Telefax: 212-224-4959
Email Address: confirma@smbc-cm.com
Re: USD 40,000,000.00 / USD 22,500,000.00 Rate Protection Transaction,
dated as of December 15, 2000 between SMBC Derivative Products
Limited ("Party A") and MP-555 West Fifth Mezzanine, LLC and MP-808
South Olive Mezzanine, LLC ("Party B").
Our Reference Number: DPA005187
The purpose of this letter agreement is to revise and replace the previous
letter agreement dated December 20, 2000 and to set forth the terms and
conditions of the Rate Protection Transaction entered into between SMBC
Derivative Products Limited and MP-555 West Fifth Mezzanine, LLC and MP-808
South Olive Mezzanine, LLC on the Trade Date specified below (the "Rate
Protection Transaction"). This letter agreement constitutes a "Confirmation" as
referred to in the ISDA Master Agreement specified below. This document
supersedes all previous confirmations and amendments with respect to the above
referenced transaction.
The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc., are
incorporated into this Confirmation. In the event of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will
govern.
1. ISDA AGREEMENT:
This Confirmation supplements, forms a part of, and is subject to, the ISDA
Master Agreement dated as of December 15, 2000 (the "Agreement"), between SMBC
Derivative Products Limited and MP-555 West Fifth Mezzanine, LLC and MP-808
South Olive Mezzanine, LLC. All provisions contained in the Agreement shall
govern this Confirmation except as expressly modified below.
________________________________________________________________________________
277 Park Avenue New York, NY 10172 PHONE: 212-224-5144 FAX: 212-224-4959
Email: diaz@smbc-cm.com
Page 2
DPA005187
2. NOTICE TO COUNTERPARTY:
SMBC Derivative Products Limited is solely responsible for its contractual
obligations and commitments; none of Sumitomo Mitsui Banking Corporation, SMBC
Capital Markets, Inc., SMBC Limited nor any other affiliate of SMBC Derivative
Products Limited shall be responsible for the contractual obligations or
commitments of SMBC Derivative Products Limited.
SMBC Derivative Products Limited is not a bank and is separate from any
affiliated bank, and the obligations of SMBC Derivative Products Limited are not
deposits, are not insured by the United States of America or any agency thereof,
are not guaranteed by an affiliated bank, and are not otherwise an obligation of
an affiliated bank.
SMBC Derivative Products Limited is regulated by Financial Services Authority.
The time of execution of the transaction is available on request.
3. TERMS OF RATE PROTECTION TRANSACTION:
The terms of the particular Rate Protection Transaction to which this
Confirmation relates are as follows:
Type of Rate Protection
Transaction: Rate Cap Transaction
Notional Amount(s): USD 40,000,000.00 from and including December 19,
2000 to but excluding January 15, 2003;
USD 22,500,000.00 from and including January 15,
2003 to and including January 15, 2004
Trade Date: December 15, 2000
Effective Date: December 19, 2000
Termination Date: January 15, 2004 subject to adjustment in
accordance with the Following Business Day
Convention
FLOATING AMOUNTS: (PARTY A)
Floating Rate Payer: GBCM Derivative Products Limited
Floating Rate Payer From and including the fifteenth (15th) day of
Calculation Period: each month to but excluding the fifteenth (15th)
day of the following month beginning with the
Effective Date continuing until the Termination
Date, subject to adjustment in accordance with the
Following Business Day Convention. There will be a
short first period from the Effective Date to
January 15, 2001.
Floating Rate Payer the ninth (9th) of every month beginning with
Payment Dates: January 9, 2001 continuing until the Termination
Date, subject to adjustment in accordance with the
Following Business Day Convention.
Page 3 DPA005187
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.
Floating Rate for Initial Calculation Period: 6.695% (percent) per annum
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 1 Month
Spread: Inapplicable
Floating Rate Day Count Fraction: Actual/360
Reset Dates: The first day of each Calculation
Period
Compounding: Inapplicable
Cap Rate: 6.3% (percent) per annum
FIXED AMOUNTS: (PARTY B)
Fixed Rate Payer: MP-555 West Fifth Mezzanine, LLC
and MP-808 South Olive Mezzanine,
LLC
Fixed Rate Payer Payment Date(s): December 19, 2000
Fixed Amount: USD 192,200.00
Fixed Rate Payer Payment Date(s): September 24, 2002
Fixed Amount: USD 3,500.00
Business Days for Payments by both parties: New York
Calculation Agent: SMBC Derivative Products Limited
4. CREDIT SUPPORT DOCUMENTS: Inapplicable
5. PAYMENT INSTRUCTIONS:
Payments to SMBC Derivative Products Limited of USD amounts:
Depository: JPMorgan Chase Bank New York Branch
Address: New York, NY
In Favor Of: SMBC Derivative Products Limited
Account No.: 400035413
Page 4 DPA005187
Please contact Larry Weissblum of our Operations Group if you have any
questions concerning SMBC Derivative Products Limited's payment instructions
referenced above (Telephone: 212-224-5061; Telefax: 212-224-5122).
Payments to MP-555 West Fifth Mezzanine, LLC and MP-808 South Olive Mezzanine,
LLC of USD amounts:
Depository: PNC Bank
Address: Pittsburgh, PA
In Favor Of: MP-555 West Fifth Mezzanine, LLC and
MP-808 South Olive Mezzanine, LLC
Account No.: 1011571815
Each party will be deemed to represent to the other party on the date on which
it enters into this Transaction that (absent a written agreement between the
parties that expressly imposes affirmative obligations to the contrary for this
Transaction):
(i) NON-RELIANCE. It is acting for its own account, and it has made its own
independent decisions to enter into this Transaction and as to whether this
Transaction is appropriate or proper for it based upon its own judgment and
upon advice from such advisers as it has deemed necessary. It is not relying on
any communication (written or oral) of the other party as investment advice or
as a recommendation to enter into this Transaction: it being understood that
information and explanations relating to the terms and conditions of this
Transaction shall not be considered investment advice or a recommendation to
enter into this Transaction. No communication (written or oral) received from
the other party shall be deemed to be an assurance or guarantee as to the
expected results of this Transaction.
(ii) ASSESSMENT AND UNDERSTANDING. It is capable of assessing the merits of
and understanding (on its own behalf or through independent professional
advice), and understands and accepts, the terms, conditions and risks of this
Transaction. It is also capable of assuming, and assumes, the risks of this
Transaction.
(iii) STATUS OF PARTIES. The other party is not acting as a fiduciary for or
an advisor to it in respect of this Transaction.
Page 5 DPA005187
Please confirm that the foregoing correctly sets forth the terms of the
agreement between you and us by executing this Confirmation and returning it to
the documentation contact above.
Yours Sincerely,
SMBC Capital Markets, Inc. as Agent for SMBC Derivative Products Limited
By: /s/ Larry Weissblum
-------------------------------------------
Name: Larry Weissblum
Title: Senior Vice President
By: /s/ Julie Ann Cenidoza
-------------------------------------------
Name: Julie Ann Cenidoza
Title: Officer
Confirmed as of the date first written above:
MP-555 West Fifth Mezzanine, LLC and MP-808 South Olive Mezzanine, LLC
By: /s/ [COPY NOT LEGIBLE]
-------------------------------------------
Name: [COPY NOT LEGIBLE]
Title: Secretary
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-11/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 1/15/04 | | 2 | | | | | None on these Dates |
| Filed on: | | 4/28/03 |
| | 1/15/03 | | 2 |
| | 9/24/02 | | 3 |
| | 9/23/02 | | 1 |
| | 1/15/01 | | 2 |
| | 1/9/01 | | 2 |
| | 12/20/00 | | 1 |
| | 12/19/00 | | 2 | | 3 |
| | 12/15/00 | | 1 | | 2 |
| List all Filings |
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