Exhibit 10.16





Exhibit 10.16




SECOND AMENDMENT TO LEASE

AND ASSIGNMENT OF LEASE




THIS SECOND AMENDMENT TO LEASE AND ASSIGNMENT OF LEASE (“Second Amendment”) is made as of
March 7, 2008 (the “Effective Date”), by and among TRANSWESTERN GREAT LAKES, L.P., a Delaware
limited partnership (“Landlord”), and VOYAGER LEARNING COMPANY, a Delaware corporation
(“Assignor”), formerly known as ProQuest Company, and PROQUEST LLC, a Delaware limited liability
company (“Tenant”).



WHEREAS, Landlord and Assignor are parties to a written lease dated November 10, 2004 (the
“Original Lease”), as modified by that certain letter agreement dated March 8, 2005, that certain
First Amendment to Lease dated November 16, 2005 (the “First Amendment”), and that certain
Commencement Letter dated April 21, 2006 (the “Commencement Letter”, and collectively, the
“Lease”), for the lease of approximately 111,748 rentable square feet of office space and 19,213
rentable square feet of lower level space in the office building located at 789 Eisenhower Parkway,
Ann Arbor, Michigan (the “Building”); and



WHEREAS, Assignor desires to assign, transfer, sell, and convey to Tenant all of Assignor’s right,
title and interest in and to the Lease, and Tenant desires to assume the due and full performance
of Assignor’s obligations and duties under the Lease; and



WHEREAS, Landlord and Tenant desire to amend the Lease on the terms and conditions hereinafter set
forth.



NOW, THEREFORE, in consideration of the mutual covenant and conditions hereinafter contained,
Landlord and Tenant hereby agree as follows:




	 	1. 	Assignment of Lease.






a. Assignment. Effective as of the
Effective Date, Assignor does hereby assign, transfer, set over and
deliver unto Tenant all of Assignor’s right, title and interest in
and to and under the Lease, together with all of the right, title
and interest of the Assignor in and to any improvements utilized in
connection with the Premises (the “Assignment:”).



b. Acceptance. Effective as of the
Effective Date, Tenant hereby accepts the foregoing Assignment of
the Assignor’s rights in and to and under the Lease. Tenant hereby
assumes and shall be responsible and liable for the performance and
observance of all of the terms, covenants, conditions and agreements
by the Assignor to be performed and observed under the Lease with
respect to all periods as of and subsequent to the date hereof.



c. Consent. Landlord hereby consents
to the Assignment, it being understood that Landlord does not hereby
consent to any further assignment of the Tenant’s interest under the
Lease or to any subletting of the Premises or any part thereof.


 


 









 





d. Release of Assignor.




(i) For purposes hereof, all references to “Landlord”, “Tenant” or “Assignor” means
not only the named company or entity, but also each and all of such company’s past
or present owners, members, partners, stockholders, successors, officers, directors,
employees, representatives, managers, attorneys, subsidiaries, parent companies,
affiliates, related companies, divisions and successor entities (and other
directors, officers, employees, representatives and attorneys of such parent
companies, divisions, subsidiaries, affiliates and successor entities).




(ii) For purposes hereof, the term “Claims” means and includes all charges, claims,
complaints, liabilities, obligations, promises, agreements, damages, claims with any
government agency or department, statutory remedy, causes of action, suits, rights,
demands, costs, losses, debts and expenses (including attorneys’ fees and costs
actually incurred) of every kind, nature and description, whether known or unknown,
suspected or unsuspected, and whether founded in fact, law or equity, liquidated or
unliquidated, absolute or contingent, which Landlord or Tenant, as the case may be,
now has, may have had or claimed to have, or hereafter may have or claim to have
against Assignor arising out of or in connection with the Lease, the Building, any
other document, instrument and/or dispute relating to any of the foregoing in any
manner, or any act, omission, event, fact or other thing which existed or occurred
prior to the Effective Date of this Second Amendment.




(iii) As a material inducement to Assignor to advance the cash sum of Eleven Million
and no/100 Dollars ($11,000,000.00) to Tenant for the express benefit of Tenant and
for Tenant to pay Landlord the Additional Fee, each of Landlord and Tenant
irrevocably, absolutely and unconditionally releases and forever discharges Assignor
from any and all “Claims,” as that term is defined in paragraph (ii), above.
Landlord agreement to the foregoing release and discharge is conditioned upon
Landlord’s actual receipt of the Additional Fee (as described in Paragraph 4 below)
and the Letter of Credit (as described in Paragraph 3 below).




(iv) Landlord and Tenant each represents to Assignor and to each other that it has
had the full opportunity to consult with counsel of its choice before signing this
Second Amendment; that it has carefully read and fully understands all of the
provisions of this Subparagraph 1(d); and that it is knowingly and voluntarily
entering into this Second Amendment.



2. Early Termination Right. Tenant’s right to terminate the Lease Term as of the end of the
eleventh (11th) Lease Year, as provided in Section 1.K of the Original Lease, is hereby
deleted and shall be of no further force or effect. Accordingly, any reference in the Lease to the
Early Termination, including but not limited to Section 2.B(iii) of the Original Lease, are hereby
deleted.



 


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3. Letter of Credit.



a. No later than the Effective Date, Tenant
shall deposit with Landlord as security for the prompt, full, and
faithful performance by Tenant of every term, covenant and condition
of the Lease, an irrevocable letter of credit (“Letter of Credit”)
payable in Chicago, Illinois, running in favor of Landlord issued by
a bank reasonably acceptable to Landlord in the amount of Four
Million Five Hundred Thousand and 00/100 Dollars ($4,500,000.00),
and substantially in the form of Exhibit A attached hereto.
Subject to the stepdown provisions described in Subparagraphs 3(c)
and 3(d) below, the Letter of Credit shall be irrevocable for the
term of the Lease and shall provide that it is automatically
renewable for a period ending not earlier than June 30, 2021 (which
is sixty (60) days after the expiration of the Lease Term) without
any action whatsoever on the part of Landlord.



b. Without limiting the generality of the
foregoing, if the Letter of Credit expires earlier than June 30,
2021, or the issuing bank notifies Landlord in writing (by
certified/registered mail, return receipt requested or overnight
courier) that it shall not renew the Letter of Credit, Landlord will
accept a renewal thereof or substitute letter of credit (such
renewal or substitute letter of credit to be in effect not later
than thirty (30) days prior to the expiration thereof), irrevocable
and automatically renewable as above provided to June 30, 2021 upon
the same terms as the expiring Letter of Credit or such other terms
as may be acceptable to Landlord. However, (i) if the Letter of
Credit is not timely renewed or a substitute letter of credit is not
timely received, (ii) or if Tenant fails to maintain the Letter of
Credit in the amount and terms set forth in this Section, Tenant, at
least thirty (30) days prior to the expiration of the Letter of
Credit, or immediately upon its failure to comply with each and
every term of this Section, must deposit with Landlord cash security
in the amounts required by, and to be held subject to and in
accordance with, all of the terms and conditions set forth herein,
failing which the Landlord may present such Letter of Credit to the
bank in accordance with the terms of this Section, and the entire
sum secured thereby shall be paid to Landlord, to be held by
Landlord as provided in this Section.



c. Provided that (i) there has been no Event
of Default by Tenant that has continued beyond any applicable notice
or cure period since the date hereof, and (ii) the “Minimum
Financial Conditions” (defined below) have been achieved, then at
any time after the applicable Review Date set forth in the schedule
below, Tenant may amend the Letter of Credit to reduce the face
amount of the Letter of Credit to the corresponding Reduced Letter
of Credit Amount:



	 	 	 	 	 
	Review Date	 	Reduced Letter of Credit Amount	 
	December 31, 2012
	 	$	3,000,000.00	 
	December 31, 2013
	 	$	2,600,000.00	 
	December 31, 2014
	 	$	2,200,000.00	 
	December 31, 2015
	 	$	1,800,000.00	 
	December 31, 2016
	 	$	1,400,000.00	 
	December 31, 2017
	 	$	1,000,000.00	 






 


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For purposes hereof, Tenant shall be deemed to have satisfied the “Minimum Financial
Conditions” if Tenant has provided Landlord with audited financial statements of Tenant (and
such other reasonably requested documentation) to verify that:




	 	(i)	 	Tenant’s EBITDA is not less than $80 Million for the twelve-month period immediately
preceding the applicable Review Date;

	 
	 	(ii)	 	Tenant’s Debt/EBITDA ratio, as defined in Tenant’s credit agreements and reported to
Tenant’s lenders, is less than 4.0:1 as of the applicable Review Date; and

	 
	 	(iii)	 	Tenant shall not be in default beyond any applicable cure period under any loan or
other financial obligation to a third party.






d. Provided that (i) there has been no Event of Default by Tenant that has continued
beyond any applicable notice or cure period since the date hereof, and (ii) Tenant has
achieved “Investment Grade Status” (defined below), then at any time after December 31,
2012, the requirement to maintain the Letter of Credit may be terminated at Tenant’s
election. For purposes hereof, Tenant shall be deemed to have achieved “Investment Grade
Status” if Tenant has received a rating of ‘BBB’ or higher by Standard and Poor’s or Fitch,
or ‘Baa’ or higher by Moody’s. If Tenant does not obtain publicly rated debt, Tenant may
seek a “Shadow Rating” by one of these agencies (or an alternate rating agency approved by
Landlord in its sole discretion). If Tenant obtains a Shadow Rating equal to the levels
stated above, Tenant shall be deemed to have achieved Investment Grade Status.



e. Tenant agrees that, if there shall be an Event of Default by Tenant under the Lease,
after the expiration of any applicable notice or cure period, Landlord shall have the right
to draw down, apply or retain the whole or any part of the Letter of Credit in an amount
necessary to cure such default (the “Cure Amount”), including, without limitation the
payment of (i) any Base Rent, Additional Rent or other sums of money which Tenant may not
have paid when due, (ii) any sum expended by Landlord in Tenant’s behalf in accordance with
the provisions of the Lease, and (iii) any sum which Landlord is required to expend by
reason of Tenant’s default, or any loss or damage which Landlord may suffer or incur,
including, without limitation, any damage or deficiency in or from the reletting of the
Premises as provided in the Lease. Tenant agrees that within five (5) days of receipt of
notice of any such draw, use or application of the Cure Amount, Tenant shall provide
Landlord with additional letter(s) of credit or cash collateral in an amount equal to the
deficiency.



f. Tenant further agrees that, in addition to all of the rights and remedies provided to
Landlord pursuant to the Lease, whether or not the Lease or Tenant’s right to possession
hereunder has been terminated, in the event Tenant has filed (or there has been filed
against Tenant) a petition for bankruptcy protection or other protection from its creditors
under any applicable and available law, then Landlord may at once and without notice to
Tenant be entitled to draw down upon the entire amount of the Letter of Credit (or apply
any cash collateral) then available to Landlord and apply such resulting sums toward
reimbursement to Landlord for any damages suffered by Landlord as a result of such default.



 


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g. The use, application or retention of the Letter of Credit, or any portion thereof, by
Landlord shall not prevent Landlord from exercising any other right or remedy provided by
the Lease or by law (it being intended that Landlord shall not first be required to proceed
against the collateral) and shall not operate as a limitation on any recovery to which
Landlord may otherwise be entitled.



h. In the event of a transfer of Landlord’s interest in the Building, Landlord shall have
the right to (i) transfer the Letter of Credit to the transferee, or (ii) to require Tenant
to cause the issuer of the Letter of Credit to deliver a valid and binding amendment
changing the beneficiary of the Letter of Credit to the transferee, and thereupon the
Landlord shall, without any further agreement between the parties, be released by Tenant
from all liability therefor, and it is agreed that the provisions hereof shall apply to
every transfer or assignment of the Letter of Credit to a new Landlord. Tenant shall pay
upon Landlord’s demand, as additional rent, any and all costs or fees charged in connection
with the Letter of Credit that arise due to: (i) Landlord’s sale or transfer of all or a
portion of the Building; or (ii) the addition, deletion, or modification of any
beneficiaries under the Letter of Credit.



i. Tenant further covenants that it will not assign or encumber the Letter of Credit or
any part thereof and that neither Landlord nor its successors or assigns will be bound by
any such assignment, encumbrance, attempted assignment or attempted encumbrance.



j. Within thirty (30) days after the later of (i) the expiration or earlier termination of
the Lease, and (ii) the date Tenant completely vacates the Premises and Landlord has
inspected same, Landlord shall return any remaining Letters of Credit to Tenant and execute
any reasonable documentation requested by Tenant to effect the termination of the same.



4. Additional Fee to Landlord. In consideration for Landlord’s entry into this Second
Amendment, on the Effective Date, Tenant shall pay to Landlord, by wire transfer of readily
available funds, Two Million and 00/100 Dollars ($2,000,000.00) (the “Additional Fee”), such amount
to be deemed to be additional rent due under the Lease.



5. Future Allowance. On May 1, 2017, Landlord shall provide to Tenant $281,365.00
(“Allowance”) for Tenant’s use for the purpose of redecorating, altering or remodeling the
Premises. At Tenant’s election, the Allowance shall be paid to Tenant in the form of a check or as
a credit against the installment(s) of Rent then coming due under the Lease. Any such work in the
Premises shall be performed in accordance with the terms of the Lease for the performance of
Alterations in the Premises.



6. Rentable Area of the Premises, the Building and the Lower Level Space. Tenant and
Landlord hereby acknowledge and agree that, notwithstanding anything to the contrary contained in
the Original Lease and the First Amendment: (a) the Rentable Area of the Building shall be deemed
to be 111,748 square feet, (b) the Rentable Area of the Premises shall be deemed to be 111,748
square feet, and (c) the Lower Level Space shall be deemed to be 19,213 rentable square feet.



7. Phase II Project Costs. The paragraph immediately following the schedule of Base Rent in
Section 1.B of the Original Lease and in the Commencement Letter, and Paragraph 12 of Exhibit D
(Work Letter) of the Original Lease, are hereby deleted and shall be of no further force and
effect. Tenant and Landlord hereby acknowledge and agree that the Phase II Project Cost exceeded
$20,000,000 and therefore Tenant is not entitled to a Savings (as defined in Exhibit D).


 


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8. Miscellaneous.



a. This Second Amendment sets forth the
entire agreement between the parties with respect to the matters set
forth herein. There have been no additional oral or written
representations or agreements.



b. Except as herein modified or amended, the
provisions, conditions and terms of the Lease will remain unchanged
and in full force and effect.



c. Tenant and Landlord each represents to
the other that it has not directly dealt with any broker in
connection with this Second Amendment (except for Transwestern
Commercial Services and CB Richard Ellis) and agrees to indemnify
and hold the other harmless from all losses, damages, claims, liens,
liabilities, costs and expense (including without limitation
reasonable attorney’s fees) arising from any claims or demands of any other broker or
brokers or finders for any commission or other compensation alleged
to be due such broker or brokers or finders in connection with its
participating in the negotiation with Tenant or Landlord, as the case
may be, of this Second Amendment. Landlord shall pay any commission
due to Transwestern Commercial Services and any other broker working
on Landlord’s behalf in connection with this Second Amendment per
separate agreement, and Tenant shall pay any commission due to CB
Richard Ellis and any other broker working on Tenant’s behalf in
connection with this Second Amendment per separate agreement.



d. In the case of any inconsistency between
the provisions of the Lease and this Second Amendment, the provision
of this Second Amendment will govern and control.



e. Submission of this Second Amendment by
Landlord is not an offer to enter into this Second Amendment but
rather is a solicitation for such an offer by Tenant. Landlord will
not be bound by this Second Amendment until Landlord has executed
and delivered the same to Tenant.



f. The term “Lease” appearing herein and in
the Original Lease shall hereafter mean the Original Lease, as
amended, and as further amended by this Second Amendment. Initially
capitalized terms not otherwise defined herein have the meanings
given them in the Lease.



[SIGNATURE PAGE FOLLOWS]



 


-6-









 





IN WITNESS WHEREOF, Landlord, Assignor, and Tenant have executed this Second Amendment as of the
day and year Second above written.



	 	 	 	 	 	 	 
	ASSIGNOR:	 	LANDLORD:
	 
	 	 	 	 	 	 
	VOYAGER LEARNING COMPANY, a Delaware
corporation
 (“Assignor”), formerly
known as ProQuest Company

	 	TRANSWESTERN GREAT LAKES, L.P., a Delaware limited
partnership

	By:

	 	/s/ Todd W. Buchardt
 

Name: Todd W. Buchardt
	 	By:
	 	Transwestern Great Lakes GP, L.L.C., a Maryland 

limited liability company, its general partner
	 

	 	Title:   General Counsel
	 	
By:
	 	
Transwestern Investment Company, L.L.C., its authorized agent






	 	 	 	 	 
	 	By:  	                                      /s/ Scott A. Tausk
 	 
	 	 	Name:  	Scott A. Tausk 	 
	 	 	Title:  	Managing Director 	 



	 	 	 	 	 
	TENANT:	 	 
	 
	 	 	 	 
	PROQUEST LLC, a Delaware limited
liability company	 	 
	 
	 	 	 	 
	By:

	 	/s/ Larisa Avner Trainor	 	 
	 

	 	 	 	 
	 

	 	Name: Larisa Avner Trainor	 	 
	 

	 	Title:   VP & Asst. Sec	 	 





 


-7-









 





EXHIBIT A




FORM OF LETTER OF CREDIT




See attached form of Letter of Credit





 


A-1











 




			
	 	 	 
	BANK OF AMERICA — CONFIDENTIAL
	 	PAGE: 1          






DATE: __, 2008




IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER: MVB1622




	 	 	 
	 

	 	      ISSUING BANK
	 

	 	BANK OF AMERICA, N.A.
	 

	 	1000 W. TEMPLE STREET
	 

	 	7TH FLOOR, CA9-705-07-05
	 

	 	LOS ANGELES, CA 90012-1514
	 
	 	 
	BENEFICIARY

	 	     APPLICANT
	TRANSWESTERN GREAT LAKES, L.P.

	 	PROQUEST LLC
	C/O TRANSWESTBRN INVESTMENT COMPANY

	 	C/O CAMBRIDGE INFORMATION
	150 NORTH WACKER DRIVE, SUITE 800

	 	GROUP, INC,
	CHICAGO, ILLINOIS 60606

	 	7200 WISCONSIN AVE. SUITE 601
	 
	 	 
	ATTN: OWNER REPRESENTATIVE

	 	BETHESDA, MD 20814
	777 EISENHOWER, ANN ARBOR, MI

	 	ATTN:                                         






AMOUNT

NOT EXCEEDING USD 4,500,000.00 
NOT EXCEEDING FOUR MILLION FIVE HUNDRED THOUSAND AND 00/100’S US DOLLARS



EXPIRATION

_____ __, 200_ AT OUR COUNTERS




LADIES AND GENTLEMEN:




WE HEREBY ESTABLISH OUR IRREVOCABLE LETTER OF CREDIT NO. _______ IN YOUR FAVOR FOR THE
ACCOUNT OF PROQUEST LLC, FOR AN AMOUNT NOT TO EXCEED IN THE AGGREGATE AMOUNT OF
FOUR MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($4,500,000.00).



FUNDS UNDER THIS LETTER OF CREDIT ARE AVAILABLE AGAINST PRESENTATION OF THIS
ORIGINAL LETTER OF CREDIT AND AMENDMENT(S), IF ANY AND THE ATTACHED ATTACHMENT A,
WITH THE BLANKS APPROPRIATELY COMPLETED.



THIS LETTER OF CREDIT EXPIRES AND IS PAYABLE AT THE OFFICE OF BANK OF AMERICA N.A.,
1000 WEST TEMPLE STREET, 7TH FLOOR, MAIL CODE: CA9-705-07-05, LOS ANGELES, CA 90012,
ON OR PRIOR TO                                         , OR
ANY EXTENDED DATE AS HEREINAFTER PROVIDED FOR (THE “EXPIRATION DATE”).



IT IS A CONDITION OF THIS LETTER OF CREDIT THAT THE EXPIRATION DATE WILL BE
AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR ONE YEAR FROM THE EXPIRATION DATE
HEREOF, OR ANY FUTURE EXPIRATION DATE, UNLESS AT LEAST SIXTY (60) DAYS PRIOR TO ANY
EXPIRATION DATE WE NOTIFY YOU BY REGISTERED MAIL RETURN RECEIPT REQUESTED OR
OVERNIGHT COURIER SERVICE TO THE ADDRESS SHOWN ABOVE, THAT WE ELECT NOT TO EXTEND THE



DRAFT

 


 









 





			
	 	 	 
	BANK OF AMERICA — CONFIDENTIAL
	 	PAGE: 2          






THIS IS AN INTEGRAL PART OF LETTER OF CREDIT NUMBER: ______



EXPIRATION DATE OF THIS LETTER OF CREDIT. UPON YOUR RECEIPT OF SUCH NOTIFICATION, YOU MAY
DRAW AGAINST THIS LETTER OF CREDIT BY PRESENTATION OF THIS ORIGINAL LETTER OF CREDIT AND
AMENDMENT(S), IF ANY, AND THE ATTACHED ATTACHMENT B, WITH THE BLANKS APPROPRIATELY
COMPLETED.



DRAWINGS PRESENTED BY FAX TO FAX NUMBER 213 457 8841 ARE ACCEPTABLE, CONFIRMED BY A
PHONE CALL TO TELEPHONE NUMBER (213)240-6986. IN SUCH EVENT, THE ORIGINAL DOCUMENTS ARE
NOT REQUIRED FOR PRESENTATION.



IF THE DRAWINGS IN COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT ARE PRESENTED PRIOR
TO 9:00 A.M., CALIFORNIA TIME, ON A BUSINESS DAY, SHALL BE MADE TO THE ACCOUNT NUMBER OR
ADDRESS OF THE BENEFICIARY, IN THE AMOUNT SPECIFIED, IN IMMEDIATELY AVAILABLE FUNDS, ON
THE NEXT BUSINESS DAY. DRAWING(S) IN COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT,
PRESENTED ON OR AFTER TO 9:00 A.M., CALIFORNIA TIME, ON A BUSINESS DAY, SHALL BE MADE TO
THE ACCOUNT NUMBER OR ADDRESS OF THE BENEFICIARY, IN THE AMOUNT SPECIFIED, IN IMMEDIATELY
AVAILABLE FUNDS, ON THE SECOND BUSINESS DAY.



THIS LETTER OF CREDIT IS TRANSFERABLE. TRANSFER OF THIS LETTER OF CREDIT IS SUBJECT TO OUR
RECEIPT OF BENEFICIARY’S INSTRUCTIONS IN THE FORM ATTACHED HERETO AS ATTACHMENT C, WITH
YOUR SIGNATURE VERIFIED BY YOUR BANK AND BEARING YOUR BANK’S STAMP, ACCOMPANIED BY THE
ORIGINAL LETTER OF CREDIT AND AMENDMENT(S) IF ANY, COSTS OR EXPENSES OF SUCH TRANSFER
SHALL BE FOR THE ACCOUNT OF THE APPLICANT.



WE HEREBY ENGAGE WITH YOU THAT DOCUMENTS PRESENTED IN COMPLIANCE WITH THE TERMS AND

CONDITIONS OF THIS LETTER OF CREDIT WILL BE DULY HONORED IF PRESENTED TO OUR BANK ON OR

BEFORE THE EXPIRATION DATE OF THIS LETTER OF CREDIT, WHICH IS                     , OR ANY AUTOMATICALLY
EXTENDED EXPIRATION DATE.




PARTIAL DRAWINGS AND MULTIPLE PRESENTATIONS ARE PERMITTED.



THIS LETTER OP CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES 1998,
INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 590.



	 	 	 	 	 	 	 
	BANK OF AMERICA N.A.

	 	DRAFT COPY 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	FOR DISCUSSION AND REVIEW PURPOSES ONLY	 	 
	BY: 

	 	 	 	PLEASE SIGNIFY YOUR ACCEPTANCE AND APPROVAL	 	 
	 

	 	 	 	 	 
	NAME:

	 	 	 TO ISSUE FORM:	 	 
	TITLE:
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	APPLICANT’S AUTHORIZED SIGNATURE (S) (DATE)	 	 





DRAFT

 


 









 




Attachment A




Irrevocable
Standby Letter of Credit no.                     




Date:                                         



To: Bank of America N.A.

1000 W. Temple street

7th floor, M/C CA9-705-07-05

Los Angeles, CA 90012

Attn: Standby LC Department




Re:
Irrevocable Standby Letter of Credit no.                     



The undersigned, a duly authorized official of [insert beneficiary’s name] (hereinafter referred
to as “Landlord”) hereby certifies that Landlord is entitled to draw upon Irrevocable Standby
Letter of Credit no.
                     in the amount of
$                     (amount in words U.S. Dollars) pursuant to the Lease (the “Lease”) dated __, 2007, as amended, by
and between Landlord, and applicant, as Tenant.



Drawn under Irrevocable Standby Letter of Credit no. issued by Bank of America N.A.



Payment of the amount demanded is to be made to the Beneficiary, by wire transfer in immediately
available funds in accordance with the following instructions:



[Payment instructions to be inserted]



Beneficiary name



	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 





 


 









 





Attachment B




Irrevocable Standby Letter of Credit no.,




Date:                                         



To: Bank of America N, A.

1000 W,Temple street

7th floor, M/C CA9-705-07-05

Los Angeles, CA 90012

Attn: Standby LC Department




Re: Irrevocable Standby Letter of Credit no.




The undersigned, a duly authorized official of [insert beneficiary’s name] (hereinafter referred
to as “Landlord”) hereby certifies that Landlord is entitled to draw upon
Irrevocable Standby Letter of Credit no. in the amount of $__ (amount in
words U.S. Dollars) as we have been notified that the Letter of Credit will not be
extended and the applicant, has not provided us with an acceptable substitute irrevocable
standby letter of credit in accordance with the terms of the Lease (the “Lease”)
dated                    , 2004, as amended, by and between Landlord and the applicant, as Tenant.



Drawn under Irrevocable Standby Letter of Credit no. issued by Bank of America N.A.



Payment of the amount demanded is to be made to the Beneficiary, by wire transfer in immediately
available funds in accordance with the following instructions:



[Payment instructions to be inserted]



Beneficiary name



	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 





 


 









 





Attachment C




TRANSFER FORM




                                        , 200_



Bank of America N.A.

1000 West Temple Street, 7th Floor

Los Angeles, CA 90012

Mail Code CA9-705-07-05




Re: Irrevocable Standby Letter of Credit No. __



We request you to transfer all of our rights as beneficiary under the Letter of Credit
referenced above to the transferee, named below:



 

Name of Transferee




 

Address




By this transfer all our rights as the transferor, including all rights to make drawings under the
Letter of Credit, go to the transferee. The transferee shall have sole rights as beneficiary,
whether existing now or in the future, including sole rights to agree to any amendments, including
increases or extensions or other changes. All amendments will be sent directly to the transferee
without the necessity of consent by or notice to us.



We enclose the original letter of credit and any amendments. Please indicate your acceptance of our
request for the transfer by endorsing the letter of credit and sending it to the transferee with
your customary notice of transfer.










The signature and title at the right conform with those shown in our files as authorized to
sign for the beneficiary. Policies governing signature authorization as required for withdrawals
from customer accounts shall also be applied to the authorization of signatures on this form. The
authorization of the Beneficiary’s signature and title on this form also acts to certify that the
authorizing financial institution (i) is regulated by a U.S. federal banking agency; (ii) has
implemented anti-money laundering policies and procedures that comply with applicable requirements
of law, including a Customer Identification Program (CIP) in accordance with Section 325 of the USA
PATRIOT Act; (iii) has approved the Beneficiary under its anti-money laundering compliance program;
and (iv) acknowledges that Bank of America, N.A. is relying on the foregoing certifications
pursuant to 31 C.F.R. Section 103.121 (b)(6).



	 	 	 
	 
 NAME
OF BANK

	 	 
	 
	 	 
	 
 AUTHORIZED
SIGNATURE AND TITLE
	 	 
	 
	 	 
	 
 PHONE
NUMBER
	 	 
	 
	 	 













	 	 	 
	 
 NAME
OF TRANSFEROR

	 	 
	 
	 	 
	 
 NAME
OF AUTHORIZED SIGNER AND TITLE
	 	 
	 
	 	 
	 
 AUTHORIZED
SIGNATURE