Exhibit 10.283
REISTERSTOWN PLAZA ASSOCIATES, LLC AND RRP XXXXX, LLC
July 30, 2004
Bear Xxxxxxx Commercial Mortgage, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: J. Xxxxxxxxxxx Xxxxxxx
Re: Mortgage Loan (the "Loan") of $49,650,000 by Bear Xxxxxxx
Commercial Mortgage, Inc. to INLAND REISTERSTOWN SPE I, L.L.C. and
INLAND REISTERSTOWN SPE II, L.L.C., each a Delaware limited
liability company (together, "Borrower")
Ladies and Gentlemen:
Reference is hereby made to that certain Loan Agreement (the "Loan
Agreement") executed as of the date hereof by each Borrower, each of the
undersigned (together as "Grantor") and Bear Xxxxxxx Commercial Mortgage, Inc.,
a New York corporation ("Lender"), which Loan Agreement describes the Loan,
which is secured by the Limited Guaranty (defined therein), which in turn in
secured by the Mortgage (defined therein) encumbering certain real property
described therein (the "Property"). All capitalized terms not defined herein
shall have the meanings ascribed to them in the Loan Agreement.
Grantor and Lender acknowledge that as of the date hereof each of the
tenants listed on EXHIBIT A hereto (each, a "Tenant", collectively, the
"Tenants") has not (a) taken occupancy of their respective premises, (b) opened
for business therein, or (c) begun paying full contractual rent without any
right of offset or rent credit. In addition, the Tenant identified as Baltimore
County Community College has not executed a lease as of the date hereof.
In light of the foregoing, Grantor and Lender agree that Grantor shall
escrow with Lender or its designee on the date hereof the sum set forth on
EXHIBIT A as additional security for the Loan. Lender shall deposit said sum in
an interest-bearing escrow account (said sum and all other funds in such escrow
account are referred to collectively as the "Occupancy Escrow"). The Occupancy
Escrow shall not constitute a trust fund and may be commingled with other monies
held by Lender. Grantor shall be entitled to any interest earned on the
Occupancy Escrow, but Lender shall not be deemed to guaranty any minimum rate of
return. Notwithstanding the foregoing, the Occupancy Escrow related to Baltimore
County Community College shall be reduced to $262,150 upon delivery to Lender of
a fully-executed lease reflecting net effective rent of not less than
$_______ per year for a term of not less than ___ years, and otherwise
acceptable to Lender in its reasonable discretion.
Grantor may satisfy its obligations to maintain the Occupancy Escrow by
furnishing to Lender one or more Letter(s) of Credit in the amount of the
required Occupancy Escrow. A "Letter of Credit" shall mean a transferable,
clean, irrevocable, unconditional standby letter of credit in form and substance
satisfactory to Lender in its sole discretion; (a) issued by a commercial bank
(the "Issuing Bank") having a rating of "A2" by Xxxxx'x and "AA" by S&P (or its
equivalent) or better as determined by any two independent Rating Agencies, (b)
payable upon presentation of a sight draft only to the order of Lender at the
principal office of the Issuing Bank; (c) having an initial expiration date not
earlier than one (1) year from the date of its issuance; (d) having
automatically renewable periods of not less than one (1) year; (e) providing for
multiple draws; (f) the account party for which a letter of credit is issued
shall be a party other than Grantor or any of the other parties required by
Lender to be special purpose entities in connection with the Loan; (g) the
reimbursement obligations for which letter of credit are not secured by the
Property: (h) for which the Issuing Bank shall be obligated to deliver to Lender
thirty (30) days' prior written notice of the expiration of any Letter of Credit
to the extent that any such Letter of Credit is not renewed and (i) for which
the Grantor shall pay to the Issuing Bank all actual fees and charges of Issuing
Bank with respect to the extension or transfer of, or draws upon, any Letter of
Credit prior to such extension, transfer or draw. The Letter(s) of Credit shall
be drawn in the same manner as if they were the applicable Holdback for the
applicable Tenant. In addition, (1) in the event of an Event of Default, the
Letter of Credit may be drawn by the Lender immediately and the proceeds may be
applied by Lender to the Note or any other obligations of the Grantor in
Lender's sole discretion, and (2) upon the occurrence of a Draw Event (as
defined below), the Letter of Credit may be drawn by Lender and Lender shall
hold the proceeds thereof as part of the Occupancy Escrow. For purposes hereof,
the following shall constitute a "DRAW EVENT": (a) if Lender has received a
notice from the Issuing Bank that the Letter of Credit will not be renewed and a
substitute Letter of Credit is not provided at least thirty (30) days prior to
the date on which the Letter of Credit is scheduled to expire; and (b) if Lender
has delivered to Grantor written notice that Lender has determined that the
Issuing Bank no longer is a qualified Issuing Bank, and Grantor has failed to
deliver to Lender a substitute Letter of Credit from a qualified Issuing Bank
within thirty (30) days after such notice.
Lender or its designee will disburse to Grantor the funds in the
Occupancy Escrow (or return to Grantor the applicable Letter of Credit)
allocated to each applicable Tenant provided that (i) no Event of Default or an
event which, with notice, the passage of time, or both would constitute an Event
of Default under the Note, the Mortgage or the other Loan Documents shall have
occurred and (ii) Grantor satisfies the following conditions (the "Conditions"):
1. Grantor shall have provided Lender with its written request for
the disbursement of the Occupancy Escrow, or any portion thereof
applicable to a Tenant.
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2. Grantor shall use commercially reasonable efforts to deliver to
Lender an estoppel letter from each Tenant to which a disbursement
request pertains. If Grantor cannot obtain such an estoppel from
such Tenant and provided that no Event of Default then exists,
Grantor may, in lieu thereof, deliver to Lender a Grantor estoppel
letter. All estoppel letters delivered shall be acceptable to
Lender in form and substance and shall confirm, among other
things, that:
a. such Tenant's lease is in full force and effect;
b. neither Grantor nor such Tenant, as the case may
be, is in default under such Tenant's Lease;
c. such Tenant has taken occupancy of, and is open for
business in its premises pursuant to its lease;
d. such Tenant has commenced the payment of full
contractual rent due under its lease, without any
right of abatement, offset, free rent or rent
credit; and
e. Grantor has no further obligations to such Tenant,
including reimbursement obligations, with respect to
the delivery, construction or occupancy of its
premises.
In the event that either Tenant fails to (a) take occupancy of, (b) open
for business in, and (c) begin paying full contractual rent without any right to
offset or rent credit with respect to its leased space at the Property on or
before November 1, 2004, Grantor, as landlord, and Inland Western Retail Real
Estate Trust, Inc., as tenant, shall execute a master lease acceptable to Lender
for such Tenant's space on terms and provisions identical to the terms and
provisions of the lease executed by such Tenant. Inland Western Retail Real
Estate Trust, Inc. executes this agreement evidence its agreement with the
foregoing.
[THE BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]
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This letter agreement shall constitute a Loan Document, as that term is
used in the Loan Agreement.
Very truly yours,
INLAND REISTERSTOWN SPE I, a Delaware
limited liability company
By: Reisterstown Plaza Associates, LLC, a
Maryland limited liability company, its
sole member
By: Reisterstown Plaza Holdings, LLC, a
Maryland limited liability company,
its sole member
By: Inland Reisterstown HC, L.L.C., a
Delaware limited liability company,
its sole manager
By: Inland Western Retail Real Estate
Trust, Inc., a Maryland
corporation, its sole member
By: /s/ Xxxxx X Xxxxxx
------------------
Name: Xxxxx X Xxxxxx
Title: Assistant Secretary
[Signatures continued on next page]
INLAND REISTERSTOWN SPE II, a Delaware
limited liability company
By: RRP Xxxxx, LLC, a Maryland limited
liability company, its sole member
By: Reisterstown Plaza Holdings, LLC, a
Maryland limited liability company,
its sole member
By: Inland Reisterstown HC, L.L.C,, a
Delaware limited liability company,
its sole manager
By: Inland Western Retail Real Estate
Trust, Inc., a Maryland
corporation, its sole member
By: /s/ Xxxxx X Xxxxxx
------------------
Name: Xxxxx X Xxxxxx
Title: Assistant Secretary
INLAND WESTERN RETAIL REAL ESTATE
TRUST, INC., a Maryland corporation
By: /s/ Xxxxx X Xxxxxx
------------------
Name: Xxxxx X Xxxxxx
Title: Assistant Secretary
[Lender signature on next page]
AGREED AND ACCEPTED THIS
30TH DAY OF JULY, 2004
BEAR XXXXXXX COMMERCIAL
MORTGAGE, INC., a New York corporation
By:
-------------------------
Name:
Managing Director
EXHIBIT A
Tenant Applicable Occupancy Escrow
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Modell's $ 253,400.00
Baltimore County $ 2,250,000.00
Community College
Total $ 2,503,400.00
