EXHIBIT 10.5
THIRD AMENDMENT AND AGREEMENT
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THIRD AMENDMENT AND AGREEMENT (this "Amendment"), dated as of
June 29, 2001, among HQ GLOBAL HOLDINGS, INC., a Delaware corporation (the
"Parent"), HQ GLOBAL WORKPLACES, INC., a Delaware corporation (the "Borrower"),
certain Banks party to the Credit Agreement referred to below, ING (U.S.)
CAPITAL LLC, as managing agent (the "Managing Agent"), BANKERS TRUST COMPANY, as
syndication agent and co-arranger (the "Syndication Agent"), CITICORP REAL
ESTATE, INC., as documentation agent and co-arranger (the "Documentation
Agent"), and BNP PARIBAS (f/k/a Paribas), as administrative agent and arranger
(the "Administrative Agent" and, together with the Managing Agent, the
Syndication Agent and the Documentation Agent, collectively, the "Agents" and
each, an "Agent"). All capitalized terms used herein and not otherwise defined
herein shall have the respective meanings provided such terms in the Credit
Agreement referred to below.
W I T N E S S E T H :
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WHEREAS, the Parent, the Borrower, the Banks and the Agents
are parties to the Credit Agreement, dated as of January 16, 1997, amended and
restated as of November 6, 1998, further amended and restated as of August 3,
1999, and further amended and restated as of May 31, 2000 (as so amended and
restated and as the same has been further amended, modified and/or supplemented
through, but not including, the date hereof, the "Credit Agreement"); and
WHEREAS, the Parent and the Borrower have requested, and the
Agents and the Banks party hereto have agreed, to the amendments to the Credit
Agreement and the agreements provided herein, in each case on the terms and
conditions set forth herein;
NOW, THEREFORE, it is agreed:
I. Amendments and Agreements.
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1. Notwithstanding anything to the contrary contained in
Sections 3.02(A)(f) and 8.16(b) of the Credit Agreement, the net cash proceeds
received by the Parent on the Third Amendment Effective Date (as defined below)
from the Initial Series B PIK Preferred Stock Financing (as defined in the
Credit Agreement after giving effect to this Amendment) shall not be required to
be applied in accordance with the terms of such Sections.
2. Section 4.16 of the Credit Agreement is hereby amended by
(i) deleting the text "13.5% Series A Convertible Cumulative Preferred Stock
with an aggregate liquidation preference of $195,000,000 (such preferred stock,
together with any subsequent issuances thereof in accordance with the terms
hereof, the "PIK Preferred Stock")" appearing in clause (d) of said Section and
inserting the text "Series A PIK Preferred Stock with an aggregate
liquidation preference of $195,000,000 pursuant to the Initial Series A PIK
Preferred Equity Financing" in lieu thereof, (ii) deleting the text "shares of
PIK Preferred Stock" appearing in clause (d) of said Section and inserting the
text "shares of Series A PIK Preferred Stock" in lieu thereof, (iii) inserting
the text "Initial Series A" immediately prior to the text "PIK Preferred Stock
Purchase Agreements" appearing in clause (d) of said Section, (iv) inserting the
text "Initial Series A" immediately prior to the text "PIK Preferred Stock
Documents" in each place such text appears in clause (g) of said Section and (v)
inserting the text "Initial Series A PIK" immediately prior to the text
"Preferred Equity Financing" appearing in clause (g) of said Section.
3. Section 6.05(c) of the Credit Agreement is hereby amended
by deleting the text "PIK Preferred Stock" appearing in said Section and
inserting the text "Series A PIK Preferred Stock issued pursuant to the Initial
Series A PIK Preferred Equity Financing" in lieu thereof.
4. Section 6.14(a) of the Credit Agreement is hereby amended
by deleting the text "PIK Preferred Stock" appearing in said Section and
inserting the text "Series A PIK Preferred Stock" in lieu thereof.
5. Section 6 of the Credit Agreement is hereby further amended
by inserting the following new Sections 6.34 and 6.35 at the end of said
Section:
"6.34 Legal Names; Jurisdiction and Type of Organization,
etc. As of the Third Amendment Effective Date, the exact legal name,
the jurisdiction of organization, the type of organization and the
organizational identification number (if applicable) of the Parent and
each of its Subsidiaries are listed on Schedule XXII."
6.35 Revised Security Agreement and Pledge Agreement
Schedules. The revised schedules to the Pledge Agreement and the
Security Agreement furnished pursuant to Section 7.22 are true and
correct in all material respects as of the date of their delivery, and
accurately present in all material respects all information which was
originally required to be scheduled pursuant to the Pledge Agreement
and Security Agreement on the Third Restatement Effective Date, but
modified to reflect any changes which occurred between the Third
Restatement Effective Date and such date of delivery.".
6. Section 7.14(a) of the Credit Agreement is hereby amended
by deleting such Section in its entirety and inserting the following new Section
7.14(a) in lieu thereof:
"(a) Parent shall pay all dividends owing on any
outstanding Series of PIK Preferred Stock through the issuance of
additional PIK Preferred Stock of such Series (or, alternatively,
through an increase in the aggregate liquidation preference of the
outstanding PIK Preferred Stock of such Series), rather than in cash,
to the maximum extent permitted by the relevant PIK Preferred Stock
Documents governing such Series of PIK Preferred Stock.".
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7. Section 7.19(a) of the Credit Agreement is hereby amended
by inserting the text "Initial Series A PIK" immediately prior to the text
"Preferred Equity Financing" appearing in said Section.
8. Section 7 of the Credit Agreement is hereby further amended
by inserting the following new Sections 7.21, 7.22 and 7.23 at the end of said
Section:
"7.21. Occupancy and Liquidity. The Borrower will deliver
to the Agents and the Banks a Core U.S. Centers Occupancy Report and a
Liquidity Statement, in each case, on the second Business Day of each
month and on the 16th day of each month (or, if such 16th day is not a
Business Day, the next Business Day following such 16th day).
7.22 Revised Security Agreement and Pledge Agreement
Schedules. Within thirty (30) days following the Third Amendment
Effective Date, the Parent and the Borrower shall have furnished, and
shall cause each other Credit Party to furnish, to the Administrative
Agent revised schedules to the Pledge Agreement and the Security
Agreement, in each case, certified by the general counsel of the
Parent as being accurate as of the date of such delivery.
7.23 Consultant. The Parent and the Borrower shall deliver,
or cause to be delivered, to the Agents and the Banks any document or
any other information produced by a Consulting Firm (as defined in the
Mezzanine Subordinated Note Purchase Agreement) following the hiring
of any such Consulting Firm as contemplated in Section 8.15 of the
Mezzanine Subordinated Note Purchase Agreement, and shall ensure that
the Agents and the Banks have the same access as the Purchasers (as
defined in the Mezzanine Subordinated Note Purchase Agreement) to, and
the same opportunity to consult with, such Consulting Firm regarding
their analysis and findings in respect of the Parent and its
Subsidiaries.".
9. Notwithstanding anything to the contrary contained in
Sections 7.15, 8.06 and 8.08 of the Credit Agreement, the Parent, the Borrower
and the Banks hereby agree that, on and after the Third Amendment Effective
Date, the Parent and the Borrower will not, and will not permit any of their
respective Subsidiaries to, (i) make any Capital Expenditures other than (x)
Maintenance and Up-Grade Capital Expenditures, to the extent made in accordance
with the requirements of Section 8.08 of the Credit Agreement and (y) additional
Capital Expenditures (excluding Maintenance and Up-Grade Capital Expenditures)
which the Parent or any of its Subsidiaries is contractually bound to make as of
the Third Amendment Effective Date, to the extent same (when made) are made in
accordance with the requirements of Section 8.08 of the Credit Agreement, (ii)
commit, or agree, to make any Capital Expenditures other than Maintenance and
Up-Grade Capital Expenditures, to the extent same are (or when made will be)
permitted to be made in accordance with the requirements of Section 8.08 of the
Credit Agreement or (iii) consummate any Permitted Acquisition (or agree to do
the same), provided that, if (x) the chief financial officer or controller of
the Parent delivers a compliance certificate pursuant to Section 7.01(f) of the
Credit Agreement in respect of the fiscal year of the Parent ending on December
31, 2001 complying with the requirements of said Section (including a statement
that no Default or Event of Default has occurred or is continuing) and (y) the
Administrative Agent is presented with evidence to its satisfaction that no
Default or Event of Default has occurred or is continuing at such time, the
restrictions contained in this Section 3 of Part I of this Amendment shall no
longer be in effect.
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10. Section 8.03 of the Credit Agreement is hereby amended by
deleting clause (iii) of said Section in its entirety and inserting the
following new clause (iii) in lieu thereof:
"(iii) the Parent may pay regularly accruing Dividends with
respect to any Series of PIK Preferred Stock (whether outstanding on
the Third Restatement Effective Date or issued thereafter pursuant to
the terms of this Agreement) through the issuance of additional shares
of such Series of PIK Preferred Stock (or, alternatively, through an
increase in the aggregate liquidation preference of such outstanding
Series of PIK Preferred Stock by the amount of accumulated dividends
thereunder) (but not in cash) in accordance with the terms of the
relevant PIK Preferred Stock Documents governing such Series of PIK
Preferred Stock,".
11. Section 8.07 of the Credit Agreement is hereby amended by
inserting the text "Series A" immediately prior to the text "PIK Preferred
Stock" appearing in said Section.
12. Section 8.09 of the Credit Agreement is hereby amended by
(i) deleting the ratio "1.00:1.00" appearing in the table in said Section
opposite the fiscal quarter ending June 30, 2001 and inserting the ratio
"0.16:1.00" in lieu thereof and (ii) deleting the date "September 30, 2001"
together with the ratio "1.00:1.00" set forth opposite such date, in each case,
appearing in the table in said Section.
13. Section 8.10 of the Credit Agreement is hereby amended by
(i) deleting the ratio "2.25:1.00" appearing in the table in said Section
opposite the fiscal quarter ending June 30, 2001 and inserting the ratio
"1.64:1.00" in lieu thereof and (ii) deleting the ratio "2.50:1.00" appearing in
the table in said Section opposite the fiscal quarter ending September 30, 2001
and inserting the ratio "0.83:1.00" in lieu thereof.
14. Section 8.11 of the Credit Agreement is hereby amended by
(i) deleting the ratio "3.50:1.00" appearing in the table in said Section
opposite the fiscal quarter ending June 30, 2001 and inserting the ratio
"5.69:1.00" in lieu thereof and (ii) deleting the ratio "3.25:1.00" appearing in
the table in said Section opposite the fiscal quarter ending September 30, 2001
and inserting the ratio "11.49:1.00" in lieu thereof.
15. Section 8.12 of the Credit Agreement is hereby amended by
(i) deleting the ratio "2.50:1.00" appearing in the table in said Section
opposite the fiscal quarter ending June 30, 2001 and inserting the ratio
"3.67:1.00" in lieu thereof and (ii) deleting the ratio "2.25:1.00" appearing in
the table in said Section opposite the fiscal quarter ending September 30, 2001
and inserting the ratio "7.43:1.00" in lieu thereof.
16. Section 8.13 of the Credit Agreement is hereby amended by
(i) deleting the amount "$105,000,000" appearing in the table in said Section
opposite the fiscal quarter ending June 30, 2001 and inserting the amount
"$63,000,000" in lieu thereof and (ii) deleting the amount "$108,000,000"
appearing in the table in said Section opposite the fiscal quarter ending
September 30, 2001 and inserting the amount "$31,000,000" in lieu thereof.
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17. Section 8.16(b) of the Credit Agreement is hereby amended
by deleting the text "(ii) the issuance of PIK Preferred Stock pursuant to the
Preferred Equity Financing" appearing in said Section and inserting the text
"(ii) the issuance of PIK Preferred Stock pursuant to the relevant Preferred
Equity Financing therefor," in lieu thereof.
18. Section 8.17 of the Credit Agreement is hereby amended by
inserting the following new clause (c) at the end thereof:
"(c) The Borrower will not, and will not permit any of its
Subsidiaries to, make any prepayment in respect of any of their
accounts payable at any time prior to the scheduled payment date for
the respective account payable, provided that, the Borrower or such
Subsidiary shall be permitted to make a prepayment of an account
payable prior to its scheduled payment date, so long as such
prepayment is otherwise made at a time, and in a manner, consistent
with the Borrower's or such Subsidiary's past practices for the
payment of accounts payable (as such practices are in effect on the
Third Amendment Effective Date).".
19. Section 8 of the Credit Agreement is hereby further
amended by inserting the following new Sections 8.21, 8.22 and 8.23 at the end
thereof:
"8.21 Average Core U.S. Centers Occupancy Rate. The Parent
and the Borrower will not permit the Average Core U.S. Centers
Occupancy Rate at any time to be less than seventy percent (70%).
8.22 Legal Name, Jurisdiction of Organization, etc. Each of
the Parent and the Borrower will not, and will not permit any
Subsidiary Guarantor to, change its legal name, jurisdiction of
organization, its type of organization or its organizational
identification number (if applicable) until (i) in the case of such
new name, jurisdiction of organization and/or type of organization, it
shall have given to the Administrative Agent not less than 15 days'
prior written notice of intention so to do, clearly describing such
new name, jurisdiction of organization and/or type of organization and
providing such other information in connection therewith as the
Administrative Agent may reasonably request, (ii) in the case of a new
organizational identification number, it shall have given to the
Administrative Agent upon receipt thereof prompt written notice of
such change, specifying such new number and (iii) it shall have taken
all actions reasonably requested by the Administrative Agent and/or
the Collateral Agent to maintain the security interest of the
Collateral Agent in the Collateral intended to be granted by the
respective Security Document at all times fully perfected and in full
force and effect.
8.23 Consulting Firm. The Parent and the Borrower will not,
and will not permit any of their respective Subsidiaries to, without
the consent of the Administrative Agent, pay (or enter into any
agreement to pay) fees and expenses in an aggregate amount in excess
of $300,000 to any Consulting Firm (as defined in the Mezzanine
Subordinated Note Purchase Agreement) for a four-week engagement as
contemplated by Section 8.15 of the Mezzanine Subordinated Note
Purchase Agreement.".
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20. Section 9.03 of the Credit Agreement is hereby amended by
inserting the text ", 7.21, 7.22" immediately following the text "7.17"
appearing in clause (i) of said Section.
21. The definition of "Consolidated EBITDA" appearing in
Section 10 of the Credit Agreement is hereby amended by (x) redesignating clause
(v) therein as clause (vi) and (y) inserting following new clause (v)
immediately following the comma at the end of clause (iv)(y) therein:
"(v) to the extent deducted in determining Consolidated Net
Income for such period, one-time non-cash restructuring charges
incurred by the Parent and/or any its Subsidiaries in the fiscal
quarter of the Parent ended June 30, 2001, so long as the aggregate
amount of such non-cash restructuring charges incurred by the Parent
and its Subsidiaries (and added back to Consolidated EBITDA during
such period) do not exceed $10,000,000,".
22. The definition of "Transaction" appearing in Section 10 of
the Credit Agreement is hereby amended by deleting the text "Preferred Equity
Financing" appearing in said definition and inserting the text "Initial Series A
PIK Preferred Equity Financing" in lieu thereof.
23. Section 10 of the Credit Agreement is hereby further
amended by (i) deleting the definitions of "PIK Preferred Stock", "PIK Preferred
Stock Documents", "PIK Preferred Stock Purchase Agreements" and "Preferred
Equity Financing" appearing in said Section and (ii) inserting the following new
definitions in the appropriate alphabetical order in said Section:
"Additional Series A PIK Preferred Equity Financing" shall
mean the issuance of 613,165,643 shares of Series A PIK Preferred
Stock with an aggregate liquidation preference of $25,000,000 on the
First Amendment Effective Date pursuant to, and in accordance with the
terms of, the relevant Series A PIK Preferred Stock Documents.
"Average Core U.S. Centers Occupancy Rate" shall mean, at
any time, a fraction (expressed as a percentage) (x) the numerator of
which shall be the sum of the two most recent Core U.S. Centers
Occupancy Rates reported on the two Core U.S. Centers Occupancy
Reports most recently delivered (or required to be delivered) pursuant
to Section 7.21 and (y) the denominator of which shall be 2.
"Certificates of Designations" shall mean, collectively,
any certificate of designation filed by the Parent in connection with
any issuance of any Series of PIK Preferred Stock on or after the
Third Restatement Effective Date.
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"Core U.S. Centers" shall mean any Real Property owned or
leased by the Borrower or any of its Subsidiaries which, in each case
(x) is located in the United States and (y) has office space available
to be leased to, or subject to a Lease to, customers of the Borrower
or any of its Subsidiaries, which office space has been available to,
and/or leased to, customers of the Borrower or any of its Subsidiaries
for at least twelve months.
"Core U.S. Centers Occupancy Rate" for any determination
pursuant to a Core U.S. Centers Occupancy Report shall mean, as at the
end of the two-week period in respect of which such report has been
(or is required to be) delivered pursuant to Section 7.21, a
percentage equal to (x) a fraction, the numerator of which shall be
the number of offices in the Borrower's and its Subsidiaries' Core
U.S. Centers subject to a Lease at such time, and the denominator of
which shall be the total number of offices in the Borrower's and its
Subsidiaries' Core U.S. Centers subject to a Lease or available to be
Leased at such time, multiplied by (y) 100.
"Core U.S. Centers Occupancy Report" shall mean the
"Bi-Weekly Available Office Report - Time Series Occupancy Summary"
substantially in the form of Exhibit P and otherwise in form and
substance satisfactory to the Administrative Agent, which report shall
include, without limitation, the calculation of the Core U.S. Center
Occupancy Rate as at the end of the two-week period in respect of
which such report has been (or is required to be) delivered pursuant
to Section 7.21.
"First Amendment" shall mean the First Amendment and
Consent to this Agreement, dated as of August 11, 2000.
"First Amendment Effective Date" shall have the meaning
provided in the First Amendment.
"Initial Series A PIK Preferred Equity Financing" shall
mean the issuance by Parent of 4,782,692 shares of Series A PIK
Preferred Stock with an aggregate liquidation preference of
$195,000,000 on the Third Restatement Effective Date pursuant to, and
in accordance with the terms of, the relevant Initial Series A PIK
Preferred Stock Documents.
"Initial Series A PIK Preferred Stock Documents" shall mean
the Series A PIK Preferred Stock issued on the Third Restatement
Effective Date, the Initial Series A PIK Preferred Stock Purchase
Agreements, the Certificate of Designation in respect of the Series A
PIK Preferred Stock and the other agreements, documents and
instruments entered into in connection with the issuance of Series A
PIK Preferred Stock on the Third Restatement Effective Date, in each
case as the same may be amended, modified or supplemented from time to
time in accordance with the terms hereof and thereof.
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"Initial Series A PIK Preferred Stock Purchase Agreements"
shall mean the Purchase Agreements, dated as of May 31, 2000, each
between FrontLine and an Equity Investor, in each case as the same may
be amended, modified or supplemented from time to time in accordance
with the terms hereof and thereof.
"Initial Series B PIK Preferred Equity Financing" shall
mean the issuance by the Parent of 367,899,386 shares of Series B PIK
Preferred Stock with an aggregate liquidation preference of
$15,000,000 on the Third Amendment Effective Date pursuant to, and in
accordance with the terms of, the relevant Initial Series B PIK
Preferred Stock Documents.
"Initial Series B PIK Preferred Stock Documents" shall mean
the Series B PIK Preferred Stock issued on the Third Amendment
Effective Date, the Initial Series B PIK Preferred Stock Subscription
Agreements, the Certificate of Designation in respect of the Series B
PIK Preferred Stock and the other agreements, documents and
instruments entered into in connection with the issuance of Series B
PIK Preferred Stock on the Third Amendment Effective Date, in each
case as the same may be amended, modified or supplemented from time to
time in accordance with the terms hereof and thereof.
"Initial Series B PIK Preferred Stock Subscription
Agreements" shall mean the Subscription Agreements, dated as of June
29, 2001 entered into in connection with the issuance of Series B PIK
Preferred Stock on the Third Amendment Effective Date, as the same may
be amended, modified or supplemented from time to time in accordance
with the terms hereof and thereof.
"Liquidity Statement" shall mean a statement of the chief
financial officer or controller of the Parent substantially in the
form of Exhibit Q to the Credit Agreement and otherwise in form and
substance satisfactory to the Administrative Agent, (x) certifying as
to the amount of the Total Unutilized Revolving Loan Commitment plus
the cash balances of the Parent and its Subsidiaries' in their
respective U.S. bank accounts, in each case, as at the end of the
two-week period in respect of which such statement has been delivered
pursuant to Section 7.21 and (y) setting forth (in reasonable detail)
the computations thereof.
"PIK Preferred Stock" shall mean, collectively, the Series
A PIK Preferred Stock and the Series B PIK Preferred Stock.
"PIK Preferred Stock Documents" shall mean, collectively,
the Series A PIK Preferred Stock Documents and the Series B PIK
Preferred Stock Documents.
"Preferred Equity Financing" shall mean, collectively, (i)
the Initial Series A PIK Preferred Equity Financing, (ii) the
Additional Series A PIK Preferred Equity Financing and (iii) the
Initial Series B PIK Preferred Equity Financing.
"Series" of PIK Preferred Stock shall mean each series of
such PIK Preferred Stock, with there being two series of PIK Preferred
Stock (i.e., Series A PIK Preferred Stock and Series B PIK Preferred
Stock).
"Series A PIK Preferred Stock" shall mean Parent's 13.5%
Series A Convertible Cumulative Preferred Stock issued in accordance
with the Certificate of Designation therefor and the terms of this
Agreement.
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"Series A PIK Preferred Stock Documents" shall mean the Series
A PIK Preferred Stock, the Initial Series A PIK Preferred Stock
Documents and the other agreements, documents and instruments entered
into in connection with the issuance of Series A PIK Preferred Stock,
in each case as the same may be amended, modified or supplemented from
time to time in accordance with the terms hereof and thereof
"Series B PIK Preferred Stock" shall mean Parent's 18% Series
B Convertible Cumulative Preferred Stock issued in accordance with the
Certificate of Designation therefor and the terms of this Agreement.
"Series B PIK Preferred Stock Documents" shall mean the Series
B PIK Preferred Stock, the Initial Series B PIK Preferred Stock
Documents and the other agreements, documents and instruments entered
into in connection with the issuance of Series B PIK Preferred Stock,
in each case as the same may be amended, modified or supplemented from
time to time in accordance with the terms hereof and thereof
"Third Amendment" shall mean the Third Amendment and Agreement
to this Agreement, dated as of June 29, 2001.
"Third Amendment Effective Date" shall have the meaning
provided in the Third Amendment.
24. The Credit Agreement is hereby further amended by (x)
adding Exhibits P and Q thereto in the forms of Exhibits P and Q, respectively,
attached hereto and (y) adding new Schedule XXII in the form of Schedule XXII
attached hereto.
25. The Banks hereby waive any Event of Default under Section
8.02 of the Credit Agreement that has occurred prior to the Third Amendment
Effective Date solely as a result of the merger of the Subsidiaries of the
Borrower set forth on Annex A hereto with and into the Borrower (with, in each
case, the Borrower being the surviving entity), provided that such Event of
Default shall only be waived to the extent that, on or prior to the date
occurring thirty (30) days following the Third Amendment Effective Date, the
security interests granted to the Collateral Agent for the benefit of the
Secured Creditors pursuant to the Security Documents in the assets of the
Borrower acquired from such Subsidiaries by way of merger shall be in full force
and effect and perfected in the name of the Borrower (to at least the same
extent as such security interest was in full force and effect and perfected in
the name of each such Subsidiary immediately prior to the respective mergers).
II. Certain Acknowledgments and Agreements.
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1. For the avoidance of doubt, each Credit Party hereby
acknowledges and confirms its due authorization, execution and delivery of all
Credit Documents (each Credit Document as amended, restated, modified and/or
supplemented through and including the date hereof) to which it is a party,
including all instruments, financing statements, agreements, certificates and
documents executed and delivered in connection therewith, and hereby ratifies
all actions heretofore taken in connection therewith.
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2. Each Credit Party, by its execution (or acknowledgment, as
the case may be) and delivery of this Amendment, hereby consents to the
extensions of credit pursuant to the Credit Agreement (including, without
limitation, as amended by this Amendment). Each Credit Party further
acknowledges and agrees to the provisions of this Amendment and hereby agrees
for the benefit of the Banks that all extensions of credit (including as
contemplated by this Amendment) pursuant to the Credit Agreement (including,
without limitation, as amended by this Amendment, and as same may be further
amended, restated, modified and/or supplemented from time to time) shall be
fully entitled to all benefits of, and shall be fully guaranteed and secured
pursuant to and in accordance with the terms of, each of the Credit Documents,
as applicable.
3. In order to induce the Banks to enter into this Agreement,
each Credit Party hereby remises, releases and forever discharges, and by these
presents do for their Subsidiaries (direct or indirect), and for themselves and
their predecessors, successors, affiliates and assigns (each, a "Releasor"),
remise, release and forever discharge, the Agents, the Collateral Agent, each
Bank, and their predecessors, affiliates, subsidiaries (direct or indirect),
successors, assigns, participants, officers, directors, shareholders, partners,
employees or agents, of and from all manner of actions at law or equity, all
causes of action for damages, costs, debts, sums of money, accounts, bills,
rights of indemnity, breach of contract, provision of labor or materials, loss
of use, loss of services, expenses, compensation, consequential or punitive
damages, equitable subordination, avoidance of preferential or fraudulent
transfers, or any other thing whatever, arising by virtue of actions taken,
actions omitted to be taken or the occurrence of any other event on or prior to
the Third Amendment Effective Date, relating in any way to (i) this Amendment,
the Credit Agreement, the Obligations or any other Credit Document, (ii) any
claims (including, without limitation, for contribution or indemnification)
which have or could have arisen out of any of the transactions contemplated by
this Amendment or the Credit Documents or any other proceedings that have been
brought or may be brought by any party hereto or to any Credit Document or any
third party relating to the Credit Documents or the transactions contemplated
thereby, (iii) any acts, transactions or events that are the subject matter of
this Amendment or the Credit Documents or (iv) the prosecution of any claims or
any settlement negotiations which such Releasor ever had, now or which it, its
Subsidiaries (direct or indirect), or its successors or assigns hereafter can,
shall or may have against the Agents, each Bank, and their predecessors,
affiliates, Subsidiaries (direct or indirect), successors, assigns,
participants, officers, directors, shareholders, partners, employees or agents,
by reason of (with respect to each of clauses (i)-(iv) above) any matter, cause
or thing whatsoever on or prior to the Third Amendment Effective Date relating
to this Amendment or the Credit Documents; provided, however, that nothing
herein shall be construed or deemed to release any covenants or agreements
contained herein or in any Credit Document so long as such Credit Document shall
remain in full force and effect.
4. Each Credit Party hereby acknowledges and agrees that the
Obligations are secured by valid and enforceable first priority liens and
security interests granted by the Credit Parties to the Collateral Agent, for
the ratable benefit of the Banks, upon all of the Collateral, subject only to
Permitted Liens. The Obligations and the liens and security interests of the
Collateral Agent, for the ratable benefit of the Banks, in the Collateral are
not subject to
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avoidance, defense, objection, action, counterclaim, setoff or subordination,
except as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to or
affecting creditors' rights generally. The Obligations constitute legal, valid
and binding obligations of each Credit Party, enforceable in accordance with the
terms of the Credit Documents and pursuant to applicable law, except as limited
by applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to or affecting creditors'
rights generally, and subject to the limitations imposed by general equitable
principles (regardless whether such enforceability is considered in a proceeding
at law or in equity). Furthermore, no Credit Party will use any of its cash or
other assets to object to or contest in any manner, or raise any objections,
counterclaims or defenses to, the validity, perfection, priority or
enforceability of the claims or liens of the Agents, the Collateral Agent and
the Banks, or to investigate or assert any claims or causes of action arising on
or prior to the Third Amendment Effective Date against the Agents, the
Collateral Agent or the Banks.
5. Except as expressly set forth in this Amendment, each of
the undersigned hereby acknowledges and agrees that the execution and delivery
by the Agents, the Collateral Agent and the Banks of this Agreement shall not be
deemed (i) to create a course of dealing or otherwise obligate the Agents, the
Collateral Agent or the Banks to forbear or execute similar agreements under the
same or similar circumstances in the future, (ii) to modify, relinquish or
impair any right of the Agents, the Collateral Agent or the Banks to receive any
indemnity or similar payment from any Person or entity as a result of any matter
arising from or relating to this Amendment, (iii) to waive any right of the
Banks to receive interest at an increased rate as a result of any Events of
Default that may occur under the Credit Agreement, (iv) to obligate the Banks to
make or agree to make any extension of credit if all conditions precedent
thereto under the Credit Agreement are not satisfied, (v) to obligate the Banks
in any way to forbear from individually or collectively enforcing remedies under
the Credit Agreement or any other Credit Document in any manner, (vi) to be a
commitment from any of the Banks to forbear or "stand still", (vii) an
acknowledgment of the absence of a material adverse change in the performance,
business, assets, nature of assets, liabilities, operations, properties,
condition (financial or otherwise) or prospects of Parent and its Subsidiaries
taken as a whole since December 31, 1999 or (viii) to otherwise limit or modify
in any way the representation contained in the last sentence of Section 6.05(a)
of the Credit Agreement and required to be made by the Borrower in connection
with each Credit Event. Except as expressly set forth in this Amendment, no past
or future forbearance on the part of any of the Banks should be viewed as a
limitation upon or waiver of the absolute right and privilege of the Banks in
exercising rights and remedies that currently exist or may exist after the Third
Amendment Effective Date.
6. By their execution and delivery of this Amendment, the
Banks hereby expressly agree to the terms and conditions contained in each of
(i) the First Amendment to the Mezzanine Subordinated Note Purchase Agreement,
dated as of March 26, 2001 and (ii) the Second Amendment, Agreement and Waiver
to the Mezzanine Subordinated Note Purchase Agreement, dated as of June 29,
2001.
7. By its execution and delivery hereof, each Credit Party
authorizes the Collateral Agent and/or the Administrative Agent to file
financing statements, in a form acceptable to the Collateral Agent (including,
without limitation, (x) financing statements which list the Collateral
specifically and/or "all assets" as collateral and (y) "in lieu of" financing
statements), without the signature of such Credit Party where permitted by law.
-11-
III. Miscellaneous.
-------------
1. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
2. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Administrative Agent.
3. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.
4. This Amendment shall become effective on the date (the
"Third Amendment Effective Date") when (i) each Credit Party and the Required
Banks shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Administrative Agent at the Notice Office, (ii)
the Parent, the Borrower and the Required Purchasers (as defined in the
Mezzanine Subordinated Note Purchase Agreement) shall have duly authorized,
executed and delivered an amendment to the Mezzanine Subordinated Note Purchase
Agreement in form and substance satisfactory to the Agents and the Required
Banks, which amendment shall, inter alia, modify the financial covenants
contained in Section 9.14 thereof on terms satisfactory to the Agents and the
Required Banks, (iii) the Borrower shall have delivered to the Agents and the
Banks a Core U.S. Centers Occupancy Report and a Liquidity Statement (in each
case, as defined in the Credit Agreement after giving effect to this Amendment)
for the most recently ended two-week period prior to the Third Amendment
Effective Date for which such Core U.S. Centers Occupancy Report and Liquidity
Statement have been produced, (iv) the Initial Series B PIK Preferred Stock
Financing shall have been consummated in accordance with the respective Initial
Series B PIK Preferred Stock Documents (as each such term is defined in the
Credit Agreement after giving effect to this Amendment) and all of such Initial
Series B PIK Preferred Stock Documents shall be in form and substance
satisfactory to the Administrative Agent, and (v) the Parent and the Borrower
shall have paid in full to the Agents and the Banks all costs, fees and expenses
(including, without limitation, legal fees and expenses) payable to the Agents
and the Banks to the extent then due.
5. In order to induce the Banks to enter into this Amendment,
the Parent and the Borrower hereby represent and warrant that (i) no Default or
Event of Default exists as of the Third Amendment Effective Date, both before
and after giving effect to this Amendment, and (ii) on the Third Amendment
Effective Date, both before and after giving effect to this
-12-
Amendment, all representations and warranties contained in the Credit Agreement
and in the other Credit Documents are true and correct in all material respects
(it being understood and agreed that any representation or warranty which by its
terms is made as of a specified date shall be true and correct in all material
respects only as of such specified date).
6. The Parent and the Borrower hereby acknowledge and agree to
pay to the Administrative Agent all costs, fees and expenses (including, without
limitation, the legal fees and expenses of White & Case LLP) incurred by the
Administrative Agent in connection with this Amendment.
7. From and after the Third Amendment Effective Date, all
references in the Credit Agreement and each of the Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
modified hereby.
* * *
-13-
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
HQ GLOBAL HOLDINGS, INC.
By:
-------------------------------------
Name:
Title:
HQ GLOBAL WORKPLACES, INC.
By:
-------------------------------------
Name:
Title:
BNP PARIBAS, Individually and as
Administrative Agent
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
BANKERS TRUST COMPANY, Individually
and as Syndication Agent
By:
----------------------------------------
Name:
Title:
CITICORP REAL ESTATE INC., Individually
and as Documentation Agent
By:
-----------------------------------------
Name:
Title:
ING (U.S.) CAPITAL LLC, Individually and
as Managing Agent
By:
---------------------------------------------
Name:
Title:
FIRST SOURCE LOAN OBLIGATIONS
TRUST
By: First Source Financial, Inc.,
its Servicer and Administrator
By:
--------------------------------
Name:
Title:
IBJ WHITEHALL BANK & TRUST
COMPANY (formerly, IBJ Xxxxxxxx Bank
& Trust Company)
By:
------------------------------------------
Name:
Title:
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments, Inc.,
as its investment manager
By:
------------------------------------
Name:
Title:
PARIBAS CAPITAL FUNDING LLC
By:
------------------------------------
Name:
Title:
EUROPEAN AMERICAN BANK
By:
---------------------------------------
Name:
Title:
BHF (USA) CAPITAL CORPORATION
By:
-------------------------------------
Name:
Title:
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE INC.
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
XXXXXX FINANCIAL, INC.
By:
----------------------------------
Name:
Title:
BALANCED HIGH-YIELD FUND II LIMITED
By: BHF (USA) Capital Corporation,
as attorney-in-fact
By:
----------------------------------
Name:
Title:
SRF TRADING, INC.
By:
----------------------------------
Name:
Title:
XXXXX XXX & XXXXXXX CLO1 LTD.,
By: Xxxxx Xxx & Farnham Incorporated,
as Portfolio Manager
By:
----------------------------------
Name:
Title:
KZH ING-2 LLC
By:
----------------------------------
Name:
Title:
THE ING CAPITAL SENIOR SECURED
HIGH INCOME FUND, L.P.
By: ING Capital Advisors LLC,
as Investment Manager
By:
----------------------------------
Name:
Title:
THE PROVIDENT BANK
By:
----------------------------------
Name:
Title:
PACIFICA PARTNERS I, L.P.
By: Imperial Credit Asset Management, as
Investment Manager
By:
---------------------------------------
Name:
Title:
LIBERTY-XXXXX XXX ADVISOR FLOATING
RATE ADVANTAGE FUND, by Xxxxx Xxx
& Farnham Incorporated As Advisor
By:
------------------------------------------
Name:
Title:
SRF 2000 LLC
By:
----------------------------------
Name:
Title:
SRF 2000 LLC
By:
----------------------------------
Name:
Title:
LIBERTY-XXXXX XXX ADVISOR FLOATING
RATE ADVANTAGE FUND
By:
----------------------------------
Name:
Title:
Acknowledged and Agreed to by:
HQ NETWORK SYSTEMS, INC.
TRAVEL DISPOSITION COMPANY
EXECUTIVE OFFICE CENTER, INC.
EXECUTIVE OFFICE NETWORK, LTD.
HQPA, INC.
OFFICEWORKS, INC.
RTCCO, INC.
TEXAS SUITES, INC.
VANTAS BETHESDA METRO, INC.
VANTAS BOCA RATON, INC.
VANTAS CORPORATE CENTERS, INC.
VANTAS INTERNATIONAL HOLDINGS, INC.
VANTAS LONG ISLAND, LLC
OFFICEPLUS CORPORATION
VANTAS NEWPORT, INC.
VANTAS NEW YORK, INC.
VANTAS SAN FRANCISCO, INC.
VANTAS SOUTHERN CALIFORNIA, INC.
VANTAS 2300 M, INC.
By:
---------------------------------
Name:
Title:
Annex A
-------
MERGED SUBSIDIARIES
-------------------
Vantas Marketing, Inc.
Vantas Downtown NY, Inc.
Vantas Lexington, Inc.
Vantas 42nd Street, Inc.
Vantas Third Avenue, Inc.
Vantas Rye, Inc.
Vantas White Plains, Inc.
Vantas DC, Inc.
Vantas 2000 L St., Inc.
Vantas 17th Street, Inc.
Vantas Greensboro, Inc.
Vantas Reston, Inc.
Vantas Virginia, Inc.
Vantas Walnut, Inc.
Vantas Costa Mesa, Inc.
Vantas Costa Mesa Executive Offices, Inc.
Vantas Bethesda, Inc.
Vantas 7799 Leesburg, Inc.
Vantas 8150 Leesburg, Inc.
Vantas 0000 Xxxxx Xxxx Xxxxx, Inc.
Vantas 211 North Union, Inc.
Vantas 2 Wisconsin, Inc.
Vantas Atlanta, Inc.
Vantas Realty Brokerage, Inc.
Vantas Michigan, Inc.
Vantas Phoenix, Inc.
Vantas Massachusetts, Inc.
Vantas Colorado, Inc.
Vantas Georgia, Inc.
Vantas Illinois, Inc.
Vantas 0000 Xxxxx Xxxxxx Xxxxxx, Inc.
Vantas Chicago, Inc.
Vantas Cincinnati, Inc.
Vantas Cleveland, Inc.
Vantas Pittsburgh, Inc.
Vantas Northeast Ohio, Inc.
Vantas Ohio, Inc.
Vantas Dallas, Inc.
Vantas New Jersey, Inc.
Vantas South Central, Inc.
Vantas Los Angeles, Inc.
Vantas Avenue of the Stars, Inc.
Vantas Carlsbad, Inc.
Annex A
-------
Page 2
Vantas Portland, Inc.
Vantas Alabama, Inc.
Vantas Las Colinas, Inc.
Vantas Texas, Inc.
Vantas Xxxxxx Park, Inc.
Vantas Xxxxxxxx Square, Inc.
Vantas Management Texas, Inc.
Vantas Services Plus, Inc.
Vantas 222, Inc.
Vantas Holdings Two, Inc.
Vantas Holdings One, Inc.
Vantas Irvine, Inc.
Vantas Cuyahoga, Inc.
Vantas Pleasanton, Inc.
Vantas Austin, Inc.
Vantas Long Beach, Inc.
Vantas Durham, Inc.
Vantas Tampa Bay, Inc.
Vantas California, Inc.
Vantas Xxxxxxxxx Xxxxx, Inc.
Vantas Corporate Centers, Inc.
Vantas West End, Inc.
Vantas Perimeter, Inc.
Vantas Pacific, Inc.
Vantas Northern California, Inc.
Vantas West Xxxxxx, Inc.
Vantas Rosemont, Inc.
Vantas Oakbrook Terrace, Inc.
Vantas Franklin Park, Inc.
Vantas Metro Center, Inc.
Vantas Manhattan, Inc.
Vantas Penn Plaza, Inc.
Vantas Pennsylvania, Inc.
Vantas North Michigan, Inc.
Vantas Xxxxxxxx, Inc.
Vantas Addison, Inc.
Vantas Charlotte Coliseum, Inc.
Vantas Interlocken, Inc.
Vantas Chicago (Lisle), Inc.
Vantas Highland Oaks, Inc.
Vantas Orlando, Inc.
Vantas Peachtree Road, Inc.
Vantas Powers Ferry Road, Inc.
Vantas Central Parkway, Inc.
Vantas Bellevue, Inc.
Annex A
-------
Page 3
Vantas Boston, Inc.
Vantas Century City, Inc.
Vantas Xxxxxx Drive, Inc.
Vantas Chicago-Itasca, Inc.
Vantas Dallas Parkway, Inc.
Vantas Democracy Plaza, Inc.
Vantas Denver, Inc.
Vantas American Center, Inc.
Vantas Detroit-Novi, Inc.
Vantas Fair Oaks, Inc.
Vantas Houston, Inc.
Vantas King Street, Inc.
Vantas Century Boulevard, Inc.
Vantas Miami, Inc.
Vantas Park Avenue, Inc.
Vantas Oakbrook, Inc.
Vantas Paradise Valley, Inc.
Vantas Pennsylvania Avenue, Inc.
Vantas Phoenix Plaza, Inc.
Vantas Phoenix-Camelback, Inc.
Vantas Sunset Hills Road, Inc.
Vantas California Street, Inc.
Vantas Seattle, Inc.
Vantas Tyson's Corner, Inc.
Vantas Washington, Inc.
Vantas Fountainhead, Inc.
Vantas Holdings, Inc.
Vantas Management Virginia, Inc.
Vantas Computer Services, Inc.
Vantas Travel, Inc.
Vantas Office Concepts, Inc.
Vantas Embarcadero, Inc.
Vantas Meridian, Inc.
Vantas Proscenium, Inc.
Vantas Redwood Shores, Inc.
Vantas Faneuil Hall, Inc.
Vantas Mission Valley, Inc.
Vantas Miracle Mile, Inc.
Vantas San Diego, Inc.
Vantas Carlsbad (Pacific), Inc.
Vantas Warner, Inc.
Vantas Jamboree, Inc.
Vantas Las Vegas, Inc.
Vantas Portland Kruseway, Inc.
Vantas Deerfield, Inc.
Annex A
-------
Page 4
Vantas Denver 16th Street, Inc.
Vantas Congress, Inc.
Vantas Dublin, Inc.
Vantas Boston-Waltham, Inc.
Vantas Livonia, Inc.
Vantas Loop South, L.L.C.
Vantas Mopac, L.L.C.
Vantas Skokie, L.L.C.
Chicago Suites inc.
Brmcorp, Inc.
Cenco, Inc.
MCCO, Inc.
ISCO, Inc.
TYCO, Inc.
CCCO, Inc.
San Francisco Office Network
Kiowa, Inc.
HQ Business Centers of North Carolina, Inc.
Officeworks Nevada, Inc.
Xxxxxxxxx Balck Associates, Inc.
Van Loan Framingham, LLC
Boca LLC
SCHEDULE XXII
-----------------------------------------------------------------------------------------------------------------------
JURISDICTION ORGANIZATIONAL
OF TYPE OF IDENTIFICATION
COMPANY NAME STOCKHOLDER ORGANIZATION ORGANIZATION NUMBER
-----------------------------------------------------------------------------------------------------------------------
HQ Global Holdings, Inc. N/A DE Corporation 3234036
-----------------------------------------------------------------------------------------------------------------------
HQ Global Workplaces, Inc. HQ Global Holdings, DE Corporation 3234033
("HQGW") Inc.
-----------------------------------------------------------------------------------------------------------------------
HQ Network Systems, Inc. HQGW DE Corporation 2283629
-----------------------------------------------------------------------------------------------------------------------
Travel Disposition Company HQGW DE Corporation 2773161
(f/k/a The Travel Desk,
Corporation)
-----------------------------------------------------------------------------------------------------------------------
Executive Office Center, Inc. HQGW GA Corporation A703068
-----------------------------------------------------------------------------------------------------------------------
Executive Office Network, Ltd. HQGW CA Corporation 00667072
(Trade Name: Executive Office
Network Ltd. (EON))
-----------------------------------------------------------------------------------------------------------------------
HQPA, Inc. HQGW DC Corporation 970434
-----------------------------------------------------------------------------------------------------------------------
OfficeWorks, Inc. HQGW UT Corporation 1994091790X
-----------------------------------------------------------------------------------------------------------------------
RTCCO, Inc. HQGW VA Corporation 0414795
-----------------------------------------------------------------------------------------------------------------------
Texas Suites, Inc. HQGW DE Corporation 2950460
-----------------------------------------------------------------------------------------------------------------------
Vantas Bethesda Metro, Inc. HQGW VA Corporation 0429497
-----------------------------------------------------------------------------------------------------------------------
Vantas Boca Raton, Inc. HQGW DE Corporation 2933167
-----------------------------------------------------------------------------------------------------------------------
Vantas Corporate Centers, Inc. HQGW TX Corporation 0066514700
-----------------------------------------------------------------------------------------------------------------------
Vantas International Holdings, HQGW DE Corporation 2966698
Inc.
-----------------------------------------------------------------------------------------------------------------------
Vantas Long Island, LLC (Trade HQGW NY Limited 1924330
Name: Vantas Long Island, Liability
L.L.C. Company
-----------------------------------------------------------------------------------------------------------------------
OfficePlus Corporation (Trade HQGW MO Corporation 00277703
name: Vantas Midwest, Inc.)
-----------------------------------------------------------------------------------------------------------------------
Vantas Newport, Inc. HQGW DE Corporation 3067074
-----------------------------------------------------------------------------------------------------------------------
Vantas New York, Inc. HQGW NY Corporation 1217221
-----------------------------------------------------------------------------------------------------------------------
Vantas San Francisco, Inc. HQGW DE Corporation 2856315
-----------------------------------------------------------------------------------------------------------------------
Vantas Southern California, Inc. HQGW CA Corporation 01290286
-----------------------------------------------------------------------------------------------------------------------
Vantas 2300 M, Inc. HQGW DC Corporation 961720
-----------------------------------------------------------------------------------------------------------------------
Xxxxxx Office Center HQGW Argentina Corporation N/A
SRL(1)
-----------------------------------------------------------------------------------------------------------------------
International Business Services HQGW Argentina Corporation0 N/A
SRL(1)
-----------------------------------------------------------------------------------------------------------------------
OmniOffices (UK) Limited (2) HQGW England Corporation 3540718
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
OmniOffices(Lux) 1929 Holding HQGW Luxembourg Corporation 68,939
Company ("OmniOffices
(Lux)")
-----------------------------------------------------------------------------------------------------------------------
HQ Holdings Limited Omni(UK) England Corporation 3144719
-----------------------------------------------------------------------------------------------------------------------
Swallowfield Office Services HQ Holdings Limited England Corporation 2322581
Limited
-----------------------------------------------------------------------------------------------------------------------
HQ Serviced Offices (UK) Ltd. HQ Holdings Limited England Corporation 3318684
-----------------------------------------------------------------------------------------------------------------------
HQ Executive Offices (South HQ Holdings Limited England Corporation 3316425
Hampton Limited).
-----------------------------------------------------------------------------------------------------------------------
HQMerc UK Management HQ Holdings Limited England Corporation 3618545
Limited
-----------------------------------------------------------------------------------------------------------------------
HQ Developments (UK) Limited HQ Holdings Limited England Corporation 3734778
-----------------------------------------------------------------------------------------------------------------------
HQ Executive Offices (UK) Ltd. HQ Holdings Limited England Corporation 3143505
-----------------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxx Xxxxxxx HQ Holdings Limited England Corporation 3174620
Serviced Offices Limited
-----------------------------------------------------------------------------------------------------------------------
HQ (Lombard Street) Limited HQ Holdings Limited England Corporation 3143496
-----------------------------------------------------------------------------------------------------------------------
HQ Executive Suites (UK) LTD. HQ Holdings Limited England Corporation 3316454
-----------------------------------------------------------------------------------------------------------------------
OmniOffices (Lux) Investment OmniOffices(Lux) Luxembourg Corporation 68,940
Company SA
-----------------------------------------------------------------------------------------------------------------------
OmniOffices Buero-Service OmniOffices(Lux) Austria Corporation N/A
GmbH Investment
-----------------------------------------------------------------------------------------------------------------------
OmniOffices (DE) Bueroservice OmniOffices(Lux) Germany Corporation N/A
GmbH ("OmniOffices (DE)") Investment
-----------------------------------------------------------------------------------------------------------------------
HQ Business Centers GmbH OmniOffices(DE) Germany Corporation N/A
Bueroservice
-----------------------------------------------------------------------------------------------------------------------
HQ Frankfurt Business Centers OmniOffices(DE) Germany Corporation N/A
GmbH Bueroservice
-----------------------------------------------------------------------------------------------------------------------
HQ Global Workplaces Espana OmniOffices(Lux) Spain Corporation N/A
SL Investment
-----------------------------------------------------------------------------------------------------------------------
HQ Global Workplaces OmniOffices(Lux) Netherlands Corporation N/A
Nederland BV Investment
-----------------------------------------------------------------------------------------------------------------------
Aracena Investments BV OmniOffices(Lux) Netherlands Corporation N/A
Investment
-----------------------------------------------------------------------------------------------------------------------
Vantas Holdings de Mexico SRL Vantas International Mexico Corporation N/A
de CV Holdings
-----------------------------------------------------------------------------------------------------------------------
Vantas de la Ciudad Mexico SRL Vantas International Mexico Corporation N/A
de CV Holdings
-----------------------------------------------------------------------------------------------------------------------
Centro Corporativo de Mexico Vantas International Mexico Corporation N/A
SA DE CV Holdings
-----------------------------------------------------------------------------------------------------------------------
Centro de Negocios de la Vantas International Mexico Corporation N/A
Ciudad de Mexico SA de CV Holdings
-----------------------------------------------------------------------------------------------------------------------
Centro de Negocios Xxxxxxx XX Vantas International Mexico Corporation N/A
de CV Holdings
-----------------------------------------------------------------------------------------------------------------------
HQ Global Holding France SAS Vantas International France Corporation N/A
Holdings
-----------------------------------------------------------------------------------------------------------------------
HQ Global France E.U.R.L. HQ Holdings France France Corporation N/A
SAS
-----------------------------------------------------------------------------------------------------------------------
HQ Global La Defense SA(3) HQ Global France France Corporation N/A
E.U.R.L.
-----------------------------------------------------------------------------------------------------------------------
HQ Global Montpelier SA(3) HQ Global France France Corporation N/A
E.U.R.L.
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
HQ Global Provence SA(3) HQ Global France France Corporation N/A
E.U.R.L.
-----------------------------------------------------------------------------------------------------------------------
HQ Global Sophia -Antipolis HQ Global France . France Corporation N/A
SA(3) E.U.R.L.
-----------------------------------------------------------------------------------------------------------------------
HQ Global Vendome S.A.R.L. HQ Holdings France France Corporation N/A
SAS (48%)/HQ Global
La Defense(52%)
-----------------------------------------------------------------------------------------------------------------------
HQ Canada Management Corp* HQGW Canada Corporation N/A
-----------------------------------------------------------------------------------------------------------------------
HQ Canada GP Corp* HQGW Canada Corporation N/A
-----------------------------------------------------------------------------------------------------------------------
(1) One quota is owned by a local attorney to comply with local law.
(2) Former owners/directors Xxxxx Xxxxxxx and Xxxxx Xxxxxxx each own 1 share.
(3) One share is owned by a local attorney and each of the directors of the
company to comply with local law.
*Formed for a Conadian joint venture that was not consummated. Subsidiary
contains no assets.
