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-10.26 — Material Contract
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EXHIBIT 10.26
[SMBC DERIVATIVE PRODUCTS LIMITED LETTERHEAD]
REVISED CONFIRMATION
Date: September 20, 2002
To: Maguire Partners-655 West Fifth, LLC and
Maguire Partners-808 South Olive, LLC
355 South Grand Avenue
Suite 4500
Los Angeles CA 90071
USA
Mark Lammas
Telephone: 213 613 4598
Telefax: 213 533 5198
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: Danny Boodram
Telephone: 212-224-5066
Telefax: 212-224-4959
Email Address: confirma@smbc-cm.com
Re: USD 285,000,000.00 Rate Protection Transaction, dated as of December
15, 2000 between SMBC Derivative Products Limited ("Party A") and
Maguire Partners-555 West Fifth LLC and Maguire Partners-808 South
Olive, LLC ("Party B").
Our Reference Number: DPA005177
The purpose of this letter agreement is to revise and replace the previous
letter agreement dated December 18, 2000 and to set forth the terms and
conditions of the Rate Protection Transaction entered into between SMBC
Derivative Products Limited and Party B 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.
Page 2 DPA005177
1. ISDA AGREEMENT:
This Confirmation supplements, forms a part of, and is subject to, the ISDA
Master Agreement (Multi Currency-Cross Border) dated as of December 15, 2000
(the "Agreement"), between SMBC Derivative Products Limited and Party B. All
provisions contained in the Agreement shall govern this Confirmation except as
expressly modified below.
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: USD 285,000,000.00
Trade Date: December 15, 2000
Effective Date: December 19, 2000
Termination Date: January 15, 2004 subject to
adjustment in accordance with the
Preceding Business Day Convention
FLOATING AMOUNTS: (PARTY A)
Floating Rate Payer: SMBC Derivative Products Limited
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, subject
to adjustment in accordance with the
Preceding Business Day Convention
with No adjustment for weekends and
holidays. There will be a short
first period from the Effective Date
to January 15, 2001.
Floating Rate Payer Payment Dates: the Ninth (9th) of every month
beginning with January 9, 2001
continuing until the Termination
Date, subject to adjustment in
accordance with the Preceding
Business Day Convention.
Page 3 DPA005177
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 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: 6.30000% (percent) per annum
FIXED AMOUNTS: (PARTY B)
Fixed Rate Payor: Party B
Fixed Rate Payer Payment Date: December 19, 2000
Fixed Amount: USD 1,330,000.00
Fixed Rate Payer Payment Date: September 24, 2002
Fixed Amount: USD 43,500.00
Business Days for Payments by both parties: New York
Calculation Agent: SMBC Derivative Products Limited
Governing Law: New York
Collateral Assignment: SMBC Derivative Products Limited
consents to a Collateral Assignment
of this Confirmation and the
Agreement and agrees to execute
separate consents as may be
reasonably requested by the parties
to such agreements.
Assignment: SMBC Derivative Products Limited
will not unreasonably withhold or
delay an assignment of this
agreement to any other third party.
4. CREDIT SUPPORT DOCUMENTS: Inapplicable
5. PAYMENT INSTRUCTIONS:
Payments to SMBC Derivative Products Limited of USD amounts:
Depository: JPMorgan Chase Bank, New York, NY
In Favor Of: SMBC Derivative Products Limited
Account No.: 400035413
Page 4 DPA005177
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: 212-224-5111).
Payments to Party B of USD amounts:
Depository: PNC Bank, NA
Address: Pittsburgh, PA
ABA: 043000096
Account #: 1011571815
In Favor Of: Maguire Partners Cash Collatoral
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 DPA005177
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:
Maguire Partners-555 West Fifth, LLC and Maguire Partners-808 South Olive, 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 |
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| |  |
| | 1/15/04 | | 2 | | | | | None on these Dates |
| Filed on: | | 4/28/03 |
| | 9/24/02 | | 3 |
| | 9/20/02 | | 1 |
| | 1/15/01 | | 2 |
| | 1/9/01 | | 2 |
| | 12/19/00 | | 2 | | 3 |
| | 12/18/00 | | 1 |
| | 12/15/00 | | 1 | | 2 |
| List all Filings |
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