Maryland
(State or other jurisdiction of incorporation)
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001-37597
(Commission File Number)
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32-0468861
(I.R.S. Employer Identification No.)
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399 Park Avenue, 18
th
Floor, New York, NY
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10022
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(Address of principal executive offices)
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(Zip Code)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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NorthStar Realty Europe Corp.
(Registrant)
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Date: September 11, 2017
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By:
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/s/ Trevor K. Ross
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Trevor K. Ross
General Counsel and Secretary
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(1)
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PRIME HOLDCO C-T, S.À R.L. as Company
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(2)
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THE COMPANIES LISTED IN PART 1 OF SCHEDULE 1 as Borrowers
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(3)
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THE COMPANIES LISTED IN PART 2 OF SCHEDULE 1 as Guarantors
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(4)
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AAREAL BANK AG as Arranger
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(5)
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AAREAL BANK AG as Original Lender
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(6)
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AAREAL BANK AG as Agent
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(7)
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AAREAL BANK AG as Security Agent
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(8)
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CAPITA TRUST COMPANY LIMITED as English Security Agent
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1.
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DEFINITIONS AND INTERPRETATION 3
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2.
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AMENDMENT AND CONSTRUCTION 5
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3.
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REPRESENTATIONS 6
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4.
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ACKNOWLEDGEMENT, FURTHER ASSURANCE, RATIFICATION AND CONFIRMATION OF SECURITY 7
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5.
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FEES, COSTS AND EXPENSES 8
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6.
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MISCELLANEOUS 9
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7.
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LAPSE 10
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8.
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GOVERNING LAW AND ENFORCEMENT 10
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(1)
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PRIME HOLDCO C-T, S.À R.L.
a private limited liability company (
société à responsabilité limitée
) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 6A route de Trèves, 3
rd
Floor, L-2633 Senningerberg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (
Registre de commerce et des sociétés, Luxembourg
) under number B 192946 (the
"Company"
);
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(2)
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THE COMPANIES
listed in part 1 of schedule 1 (
The Obligors
) as borrowers (the
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(3)
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THE COMPANIES
listed in part 2 of schedule 1 (
The Obligors
) as guarantors (the
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(4)
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AAREAL BANK AG
as mandated lead arranger (the
"Arranger"
);
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(5)
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AAREAL BANK AG
as lender (the
"Original Lender"
);
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(6)
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AAREAL BANK AG
as agent of the other Finance Parties (the
"Agent"
);
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(7)
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AAREAL BANK AG
as security trustee or security agent for the Secured Parties (the
|
(8)
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CAPITA TRUST COMPANY LIMITED
as security trustee or security agent for the Secured Parties (the
"English Security Agent"
).
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A
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On 1 April 2015, (1) Prime Holdco C-T S à r.l. as Company, (2) the companies listed in part 1 of schedule 1 to it as Original Borrowers, (3) the companies listed in part 2 of schedule 1 to it as Original Guarantors, (4) Aareal Bank AG as Arranger, (5) Aareal Bank AG as Original Lender, (6) Aareal Bank AG as Agent, (7) Aareal Bank AG as the Security Agent and (8) Capita Trust Company Limited as English Security Agent entered into a €478,572,083 term loan facility agreement which was subsequently amended and restated on 1 July 2015 (pursuant to which the term loans available were increased to €578,572,083) which was subsequently amended in a letter dated 23 July 2015 addressed to (1) Prime Holdco C-T S à
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B
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On 30 June 2016, Prime Pool IV B-T S à r.l. disposed of the entire share capital of Prime SWE Gothenburg-T AB (the "
Swedish Propco
") and (1) the Swedish Propco, (2) Prime Pool IV A-T S à r.l., (3) Prime Pool IV B-T S à r.l. (together with Prime Pool IV A-T S à r.l., the "
Swedish Poolcos
"), (4) Prime Holdco B-T S à r.l. and (5) Prime Holdco C-T S à r.l., entered into a global deed of release (the "
Swedish Deed of Release
") pursuant to which the Agent and the Security Agent (i) released all Transaction Security granted by the Swedish Propco; (ii) released the Swedish Propco from all of its obligations, guarantees, covenants, representations, warranties, undertakings and liabilities under the Finance Documents and (iii) agreed to automatically release the Swedish Poolcos from all Transaction Security granted by the Swedish Poolcos and from all of their obligations, guarantees, covenants, representations,
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C
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On 15 July 2016 Prime NLD Amsterdam-T B.V (the "
Amsterdam Dutch Propco
") disposed of the Amsterdam Property and (1) the Amsterdam Dutch Propco, (2) Prime Pool VI-T S à r.l., the ("
Dutch Poolco
"), (3) Prime Holdco B-T S à r.l. and (4) Prime Holdco C-T S à r.l. entered into a global deed of release with Aareal Bank AG as Security Agent, Principal Agent and Italian Agent (the "
Amsterdam Deed of Release
") pursuant to which the Agent and the Security Agent agreed to release (i) the Dutch Poolco from the right, title and interest in and to the property and assets, present and future of the Dutch Poolco granted pursuant to the Dutch Share Pledge (as defined in the Amsterdam Deed of Release) and (ii) the Amsterdam Dutch Propco from all its present and future obligations to the Security Agent pursuant to the Security Documents (as defined in the Amsterdam Deed of Release) upon the liquidation procedure in accordance with the laws of The Netherlands ("
Dutch Release Event
").
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D
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On 27 July 2016, Prime Pool III C-T S à r.l. disposed of the entire share capital of Prime ITA Milan-T S.R.L (the "
Italian Propco
") and the (1) the Italian Propco, (2) Prime Pool III A-T S à r.l., (3) Prime Pool III B-T S à r.l., (4) Prime Pool III C-T S à r.l. (together with Prime Pool III A-T S à r.l. and Prime Pool III B-T S à r.l., the "
Italian Poolcos
"), (5) Prime Holdco B-T S à r.l. and (6) Prime Holdco C-T S à r.l. entered into a deed of release (the "
Italian Deed of Release
") pursuant to which the Agent and the Security Agent (i) released all Transaction Security granted by the Italian Propco; (ii) released the Italian Propco from all of its obligations, guarantees, covenants, representations, warranties, undertakings and liabilities under the Finance Documents and (iii) agreed to automatically release the Italian Poolcos from all Transaction Security granted by the Italian Poolcos and from all of their obligations, guarantees, covenants, representations, warranties, undertakings and liabilities under the Finance Documents upon the imminent liquidation of the Italian Poolcos and delivery of evidence of the liquidation deed to the Security Agent ("
Italian Release Event
").
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E
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On or about 29 July 2016 the Italian Facility Borrowers repaid all amounts owing under the Italian Facility Agreement and the Finance Documents (as defined in the Italian Facility Agreement) in full (
"Italian Repayment Event"
) and in respect of the Italian Prepayment Event the Agent, Security Agent, English Security Agent, Prime UK Portman - T S.à r.l. and Prime UK Condor - T S.à r.l. (amongst others) entered into a global deed of confirmation (
"English Security Agent Global Confirmation Deed"
) and the Agent and Security Agent (amongst others), entered a global deed of confirmation (
"Global Confirmation Deed"
) pursuant to which the parties that deed agreed that the Finance Documents would be construed in a certain way following the Italian Repayment Event.
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F
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On 5 August 2016 Prime Pool V-T S à r.l. (the "
Belgian Poolco
") disposed of the entire share capital of Prime Bel Rue De La Loi-T SPRL (the "
Belgian Propco
") and (1) the Belgian Propco, (2) the Belgian Poolco, (3) Prime Holdco B-T S à r.l. and (4) Prime Holdco C-T S à
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G
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Each prepayment and/or cancelation of any amount of the Total Commitments resulting from each Release Event or the Italian Repayment Event has counted towards and reduced the available 20 per cent limit in clause 11.3(c) of the Original Facility Agreement.
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H
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Pursuant to resignation letters dated:
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(i)
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30 June 2016, Prime SWE Gothenburg-T AB resigned from the Original Facility Agreement as a Borrower;
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(ii)
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30 June 2016, Prime SWE Gothenburg-T AB resigned from the Original Facility Agreement as a Guarantor;
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(iii)
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19 July 2016, Prime NLD Amsterdam-T B.V. resigned from the Original Facility Agreement as a Borrower;
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(iv)
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27 July 2016, Prime ITA Milan - T.S.R.L resigned from the Original Facility Agreement as a Guarantor;
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(v)
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5 August 2016, Prime Bel Rue De La Loi - T SPRL resigned from the Original Facility Agreement as a Borrower;
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(vi)
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5 August 2016, Prime Bel Rue De La Loi - T SPRL resigned from the Original Facility Agreement as a Guarantor;
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I
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The Parties to this Agreement have now agreed, subject to the terms of this Amendment Agreement, to make certain amendments to the Original Facility Agreement as more particularly described in schedule 3 (
Amendments to Facility Agreement
) to this Amendment Agreement.
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1.
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DEFINITIONS AND INTERPRETATION
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1.1
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Definitions
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(a)
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this Amendment Agreement;
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(b)
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each English Security Document;
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(c)
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each French Amendment Document;
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(d)
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each German Security Document; and
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(e)
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any other document designated as such by the Agent and the Company;
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(a)
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a legal mortgage entered into by the relevant Luxembourg Borrowers in respect of the English Properties and granted in favour of the English Security Agent.
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(b)
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a security agreement (including a fixed and floating charge over all of its assets) entered into or to be entered into by the relevant Luxembourg Borrowers and made in favour of the Security Agent in an agreed form.
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(c)
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a group security agreement entered into or to be entered into by all Obligors with assets situated in England and Wales and made in favour of the Security Agent in an agreed form.
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(a)
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the 2017 Amendment Agreement (French Property Owner Loans Agreement);
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(b)
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an English law security assignment or assignments (as applicable) of the benefit of any Hedge Documents and the Insurances entered into in connection with the 2017 Amendment Agreement (French Property Owner Loans Agreement) or the French Properties, in each case, to the extent governed by English law;
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(c)
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a German law confirmation agreement for the German law security assignment agreement in respect of all rights and claims of each French Property Owner under the Sale and Purchase Agreement and in respect of their claims under the Asset Management Agreement.
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(a)
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a German law governed security confirmation agreement, to be entered into in respect of a German law security assignment agreement (dated 1 April 2015 and
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(b)
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a German law governed security confirmation agreement, to be entered into in respect of a German law security assignment agreement, originally dated 1 April 2015 as amended on 1 July 2015, entered into by the security providers listed therein and made in favour of Aareal Bank AG as Security Agent.
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(c)
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a German law governed security confirmation agreement, to be entered into in respect of a German law account pledge agreement, dated 9 October 2015, entered into by the security providers listed therein and made in favour of Aareal Bank AG as Security Agent.
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1.2
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Incorporation of defined terms and construction
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(a)
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Unless a contrary indication appears, terms defined in, or construed for the purposes of, the Original Facility Agreement have the same meanings when used in this Amendment Agreement (unless the same are otherwise defined in this Amendment Agreement); and
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(b)
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The principles of construction as set out in clause 1.2 (
Interpretation
) of the Original Facility Agreement shall have effect as though they were set out in full in this Amendment Agreement.
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1.3
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Continuing obligations
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(a)
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the Original Facility Agreement and all the other Finance Documents shall remain in full force and effect;
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(b)
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the Original Facility Agreement shall be read and construed as one document with this Amendment Agreement; and
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(c)
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nothing in this Amendment Agreement shall constitute a waiver or release of any right or remedy of the Finance Parties under the Finance Documents, nor otherwise prejudice
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2.
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AMENDMENT AND CONSTRUCTION
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(a)
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With effect from the Effective Date:
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(i)
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the Original Facility Agreement shall be amended as set out in schedule 3 (
Amendments to Facility Agreement
); and
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(ii)
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the 2016 Construction Clauses shall continue to apply to:
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(A)
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the Original Facility Agreement as amended pursuant to this Amendment Agreement; and
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(B)
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the other Finance Documents (as the same may be amended, confirmed or restated in connection with the entry into, and performance of, this Amendment Agreement).
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(b)
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For the avoidance of any doubt, the Parties agree that the Finance Documents shall be construed and interpreted as follows:
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(i)
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pursuant to clause 22.4(f) (
Disposals
) of the Original Facility Agreement, the Amsterdam Property, the Belgian Property, the property owned by the Italian Propco and the Swedish Property is in each case not a "Property" and the Dutch Amsterdam Propco, the Belgian Propco, the Italian Propco and the Swedish Propco is in each case not a "Property Owner";
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(ii)
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clause 5 (
Discharge of Undertakings
) of the Amsterdam Deed of Release in respect of Prime Pool VI-T, S.à r.l., clause 5 (
Discharge of Undertakings
) of the Belgian Deed of Release in respect of Prime Pool V - T, S.a.r.l and clause 5 (
Discharge of Undertakings
) of the Swedish Deed of Release in respect of Prime Pool IV A - T, S.à.r.l and Prime Pool IV B - T, S.à.r.l each continue to apply in full force and effect;
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(iii)
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the Agent hereby agrees that any breach by the relevant Italian Poolco of any covenant, representation or warranty set out under the Original Facility Agreement as a result of the releases contemplated by or arising under or in connection with the Italian Deed of Release or as a result of or in connection with the liquidation procedure of any of the Italian Poolcos (in accordance with the Italian Deed of Release) shall be deemed not to trigger any Default or Event of Default;
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(iv)
|
the entire share capital of each of the Swedish Targetco and the Belgian Targetco have been disposed of by Prime Pool IV B-T S à r.l. and the Belgian Poolco, respectively and on this basis:
|
(A)
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clause 19.16(c) (
Title to property
) shall not be made; and
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(B)
|
clause 19.18 (
No other business
) shall not be made so far as it relates to the Swedish Targetco or the Belgian Targetco; and
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(v)
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clause 2 (
Discharge
) of the Amsterdam Deed of Release in respect of Prime NLD Amsterdam-T B.V., clause 3 (
Discharge upon Release Event
) of the Belgian Deed of Release in respect of Prime Pool V - T, S.a.r.l, clause 3 (
Discharge upon Release Events
) of the Italian Deed of Release in respect of Prime Pool III A - T S.à r.l., Prime Pool III B - T S.à r.l., and Prime Pool III C -
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3.
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REPRESENTATIONS
|
(a)
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Each Obligor represents and warrants that:
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(i)
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the board resolutions approving the execution of the documents referred to in paragraph 1 of schedule 2 (
Conditions precedent
) (the
"Documents"
) were duly and properly passed after compliance with all appropriate formalities and remain in full force and effect;
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(ii)
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the Company, and each other Obligor is authorised to execute the Documents to which it is a party; and
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(iii)
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the Company, and each other Obligor is authorised to make the representations and warranties as provided in clauses 3(a)(i) and 3(a)(ii).
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(b)
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Each Obligor makes the Repeating Representations and the representations set out in clause 3(a) in relation to it on the Effective Date (whether or not the Effective Date shall have occurred by such date) and on the Effective Date, by reference to the facts and circumstances existing at such dates.
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(i)
|
the board resolutions approving the execution of the documents referred to in paragraph 1 of schedule 2 (
Conditions precedent
) (the
"Documents"
) were duly and properly passed after compliance with all appropriate formalities and remain in full force and effect;
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(ii)
|
the Company, and each other Obligor is authorised to execute the Documents to which it is a party; and
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(iii)
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the Company, and each other Obligor is authorised to make the representations and warranties as provided in clauses 3(a)(i) and 3(a)(ii).
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(b)
|
Each Obligor makes the Repeating Representations and the representations set out in clause 3(a) in relation to it on the Effective Date (whether or not the Effective Date shall have occurred by such date) and on the Effective Date, by reference to the facts and circumstances existing at such dates.
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4.
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ACKNOWLEDGEMENT, FURTHER ASSURANCE, RATIFICATION AND CONFIRMATION OF SECURITY
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4.1
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Reliance
|
4.2
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Further assurance
|
4.3
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Guarantee and indemnity
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(a)
|
continue in full force and effect and extend to the obligations of the Obligors under the Original Facility Agreement and the other Finance Documents, as amended and/or restated from time to time including as varied, amended, supplemented or extended by this Amendment Agreement, notwithstanding any term or provision of this Amendment Agreement;
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(b)
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not be released, reduced or impaired by:
|
(i)
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the execution, delivery and performance of this Amendment Agreement or any other document or agreement entered into pursuant to or contemplated by this Amendment Agreement; or
|
(ii)
|
any other Obligor not being bound by this Amendment Agreement for any reason or by any Security Document being avoided or released or not being effective Security for the variation in the liabilities of the Obligors or any of
|
(c)
|
continue to guarantee the payment of liabilities and obligations of the Obligors under the Finance Documents and that the definition of "Finance Documents" in the Original Facility Agreement extends to any amendment, supplementation, extension, novation, replacement, restatement and/or variation of any of them (however fundamental) and accordingly that such guarantee and indemnity, is intended to apply to and secure any variation or increase in the liabilities or obligations of the Obligors at any time as a result (direct or indirect) of the execution, delivery or performance of this Amendment Agreement.
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4.4
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Confirmation of Security subject to Netherlands law
|
(a)
|
For the avoidance of doubt, the Dutch Obligors confirms for the benefit of the Secured Parties that the Security Documents to which it is a party shall (a) remain in full force and effect notwithstanding the amendments contained in this Amendment Agreement and (b) continue to secure its Secured Obligations (as defined in the relevant Security Document) under the Finance Documents as amended (including, but not limited to, under the Original Facility Agreement as amended by this Amendment Agreement).
|
(b)
|
For the avoidance of doubt, the Dutch Obligors as Obligor and Subordinated Creditor under the Subordination Agreement reaffirms that its obligations under the Subordination Agreement remain valid, legal and binding notwithstanding the amendments to the Original Facility Agreement as amended by this Amendment Agreement.
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4.5
|
Confirmation of Security subject to Luxembourg law
|
(a)
|
For the avoidance of doubt, each Luxembourg Obligor confirms for the benefit of the Secured Parties that the Security Documents to which it is a party shall (a) remain in full force and effect notwithstanding the amendments contained in this Amendment Agreement and (b) continue to secure its Secured Liabilities (as defined in the relevant Security Document) under the Finance Documents as amended (including, but not limited to, under the Original Facility Agreement as amended by this Amendment Agreement).
|
(b)
|
For the avoidance of doubt, each Luxembourg Obligor as Obligor and Subordinated Creditor under the Subordination Agreement reaffirms that its obligations under the Subordination Agreement remain valid, legal and binding notwithstanding the amendments to the Original Facility Agreement as amended by this Amendment Agreement.
|
5.
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FEES, COSTS AND EXPENSES
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5.1
|
Amendment fee
|
(a)
|
The Borrowers must pay, and the Company shall procure that the Borrowers pay, to the Agent on the Effective Date, for its own account, an amendment fee in the amount equal to:
|
(i)
|
in respect of Loans made in sterling, 0.25% of the aggregate of such Loans made in sterling, outstanding; and
|
(ii)
|
in respect of Loans made in euros, 0.25% of the aggregate of such Loans made in euros, outstanding,
|
5.2
|
Costs and expenses
|
6.
|
MISCELLANEOUS
|
6.1
|
Incorporation of terms
|
6.2
|
Counterparts
|
6.3
|
Finance Document
|
(a)
|
The Agent and the Company designate this Amendment Agreement and the English Security Deed Supplemental Agreement as a "
Finance Document
".
|
(b)
|
The Agent and the Company designate each of the English Security Documents, the French Amendment Documents and the German Amendment Documents as a "
Security Document
".
|
6.4
|
Third party rights
|
(a)
|
Unless expressly provided to the contrary in a Finance Document a person who is not a party to this Amendment Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Amendment Agreement.
|
(b)
|
Notwithstanding any term of any Finance Document, the consent of any person who is not a party to this Amendment Agreement is not required to rescind or vary this Amendment Agreement at any time.
|
6.5
|
Instruction to the English Security Agent
|
7.
|
LAPSE
|
(a)
|
If the Effective Date does not occur on or before 27 September 2017 (unless extended by agreement between the Agent and the Obligors' Agent), this Amendment Agreement shall terminate and, subject to clause 7(b), cease to be of any effect.
|
(b)
|
Clause 5 (
Fees, costs and expenses
) and clause 4.3 (
Guarantee and indemnity
) shall continue in full force and effect notwithstanding the termination of this Amendment Agreement pursuant to clause 7(a).
|
8.
|
GOVERNING LAW AND ENFORCEMENT
|
8.1
|
Governing law
|
(a)
|
Subject to (b) and (c) below, this Amendment Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by English law.
|
(b)
|
Clause 4.4 (
Confirmation of Security subject to Netherlands law
) shall be governed by, and shall be construed in accordance with, the law of the Netherlands.
|
(c)
|
Clause 4.5 (
Confirmation of Security subject to Luxembourg law
) shall be governed by, and shall be construed in accordance with Luxembourg law.
|
8.2
|
Jurisdiction of English courts
|
(a)
|
The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Amendment Agreement (including a dispute relating to the existence, validity or termination of this Amendment Agreement or any non- contractual obligation arising out of or in connection with this Amendment Agreement) (a
"Dispute"
) except that in respect of:
|
(i)
|
clause 4.4 (
Confirmation of Security subject to Netherlands law
), the courts of Amsterdam, the Netherlands shall have exclusive jurisdiction to settle a Dispute; and
|
(ii)
|
clause 4.5 (
Confirmation of Security subject to Luxembourg law
) the courts of Luxembourg shall have exclusive jurisdiction to settle a Dispute.
|
(b)
|
The parties to this Amendment Agreement agree that the courts of England are the most appropriate and convenient courts to settle Disputes except that in respect of:
|
(i)
|
Clause 4.4 (
Confirmation of Security subject to Netherlands law
), the courts of the Netherlands are the most appropriate and convenient courts to settle Disputes ; and
|
(ii)
|
Clause 4.5 (
Confirmation of Security subject to Luxembourg law
) the courts of Luxembourg are the most appropriate and convenient courts to settle Disputes,
|
(c)
|
This clause 8.2 is for the benefit of the Finance Parties and Secured Parties only. As a result, no Finance Party or Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties and Secured Parties may take concurrent proceedings in any number of jurisdictions.
|
8.3
|
Service of process
|
1.
|
The following new definitions shall be inserted into clause 1.1 (
Definitions
) of the Original Facility Agreement:
|
2.
|
The definition of "Margin Letter" in clause 1.1 (
Definitions
) of the Original Facility Agreement shall be deleted in its entirety and replaced with the following:
|
3.
|
The definition of "Amended French Property Owner Loans Agreement" in clause 1.1 (
Definitions
) of the Original Facility Agreement shall be deleted in its entirety and replaced with the following
|
4.
|
The definition of "Termination Date" in clause 1.1 (
Definitions
) of the Original Facility Agreement shall be deleted in its entirety and replaced with the following:
|
5.
|
Clause 8.3(b) (Hedging) of the Original Facility Agreement shall be amended by replacing "
Termination Date
" at the end of that clause with "
1 April 2022
"
.
|
6.
|
A new clause 8.3(c) (
Hedging
) shall be inserted into the Original Facility Agreement and shall read as follows:
|
"
(c)
|
By no later than the date falling 6 months prior to 1 April 2022, the Borrowers, commencing on the expiry of the caps referred to in clause 8.3(b), shall enter into, and maintain, (and the Company shall procure that each French Property Owner enters (if any) into and maintains) Hedge Documents as follows:
|
(i)
|
a LIBOR interest rate cap with a notional amount equal to the aggregate of the Loans then outstanding in sterling; and
|
(ii)
|
a EURIBOR interest rate cap with a notional amount equal to the Loans then outstanding in euro,
|
7.
|
The existing clause:
|
(a)
|
8.3(c) and all references to it in the Original Facility Agreement will be renumbered as clause 8.3(d);
|
(b)
|
8.3(d) and all references to it in the Original Facility Agreement will be renumbered as clause 8.3(e);
|
(c)
|
8.3(e) and all references to it in the Original Agreement will be renumbered as clause 8.3(f);
|
(d)
|
8.3(f) and all references to it in the Original Facility Agreement will be renumbered as clause 8.3(g);
|
(e)
|
8.3(g) and all references to it in the Original Facility Agreement will be renumbered as clause 8.3(h);
|
(f)
|
8.3(h) and all references to it in the Original Facility Agreement will be renumbered as clause 8.3(i);
|
(g)
|
8.3(i) and all references to it in the Original Facility Agreement will be renumbered as clause 8.3(j); and
|
(h)
|
8.3(j) and all references to it in the Original Facility Agreement will be renumbered as clause 8.3(k).
|
8.
|
Clause 8.3(c) (Hedging) of the Original Facility Agreement shall be amended by the addition of "
and 8.3(c)
" after "
8.3(a) and 8.3(b)
" of the first line of that clause.
|
9.
|
Clause 11.3(b) (Prepayment and Cancellation Fee) of the Original Facility Agreement shall be amended by the deletion of the words "
The amount of the prepayment and cancellation fee is:
" and their replacement with "
The amount of any prepayment fee arising from the disposal of the Rotterdam Property is:
"
|
10.
|
A new Clause 11.3(c) (
Prepayment and cancellation fee
) of the Original Facility Agreement shall be inserted into the Original Facility Agreement and shall read as follows:
|
"(c)
|
The amount of the prepayment and cancellation fee (other than arising from a disposal of the Rotterdam Property) is:
|
(i)
|
if the prepayment or cancellation occurs on or before 20 July 2018, 2.00 per cent of the amount prepaid or cancelled;
|
(ii)
|
if the prepayment or cancellation occurs after 20 July 2018 but on or before 20 July 2019, 1.50 per cent of the amount prepaid or cancelled;
|
(iii)
|
if the prepayment or cancellation occurs after 20 July 2019 but on or before 20 July 2020, 1.00 per cent of the amount prepaid or cancelled; and
|
(iv)
|
thereafter, nil."
|
11.
|
The existing clause 11.3(c) (
Prepayment and cancellation fee
) and all references to it in the Original Facility Agreement will be renumbered as clause 11.3(d).
|
12.
|
The existing clause 43.2(a)(i) (
Service of Process
) of the Original Facility Agreement will be deleted in its entirety and replaced with the following:
|
Address:
|
6A Route de Trèves, 3rd Floor,
|