THIS AMENDMENT TO GUARANTY , dated as of July 31, 2007
(as amended, restated, replaced, supplemented or otherwise modified
from time to time, this “ Agreement ”), between
COLUMN FINANCIAL, INC. , having an address at 11 Madison
Avenue, New York, New York 10010 (“ Lender ”)
and CAPITALSOURCE INC., having its principal place of
business at 4445 Willard Avenue, 12 th Floor, Chevy Chase, MD 20815 (“
Guarantor ”).
A. Lender
made a certain mezzanine loan (the “Loan”) to CSE
Casablanca Holdings II LLC (“Borrower”) in the original
principal amount of $36,140,981.00 subject to and in accordance
with the terms of that certain Mezzanine Loan Agreement dated as of
July 31, 2007 (the “Existing Loan
Agreement”).
B. In
connection with the Loan, Guarantor delivered a certain Guaranty
Agreement (the “Existing Guaranty”) for the benefit of
Lender.
C. Lender,
Borrower and Guarantor, among others, have entered into a certain
Modification Agreement (the “Loan Modification
Agreement”), dated as of the date hereof, pursuant to which
the terms of the Existing Loan Agreement have been
amended.
D. Lender and
Guarantor desire to modify the Existing Guaranty subject to and in
accordance with the terms and provisions of this
Agreement.
1.
Definitions . All capitalized terms used but not defined in
this Agreement shall have the meanings given to them in the
Existing Guaranty.
2.
Modifications to Existing Guaranty .
(a) All
references in the Existing Guaranty to the term “Mortgage
Borrower” are deleted and replaced with the term
“Owner”.
(b) Section 1.2(a)(i)(A)
of the Existing Guaranty is hereby modified by deleting the phrase
“or the Original Loan”.
(c) Section 1.2(a)(i)(H)
of the Existing Guaranty is hereby modified by adding the phrase
“or a foreclosure of the Collateral” after the phrase
“deed in lieu thereof”.
(d) The
last paragraph of Section 1.2(a) is hereby modified by
deleting the phrase “the additional covenant to comply with
any assumptions in the Insolvency Opinion or in any Additional
Insolvency Opinion” in clause (B) thereof and inserting
in its place the phrase “any additional covenant set forth in
the Insolvency Opinion and in any Additional Insolvency Opinion
which is not otherwise set forth in the Loan
Agreement”.