Virginia | 20-0812170 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) |
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Concurrently with the closing of the Loan Agreement, Foundry Park I also obtained interest rate risk protection in the form of an interest rate swap. The International Swap Dealers Association, Inc. ("ISDA") Master Agreement dated January 29, 2010, the Schedule to the ISDA Master Agreement dated January 29, 2010 and the Swap Transaction Confirmation between Foundry Park I and PB Capital Corporation, dated January 29, 2010 (collectively the "Swap Agreement") provide a fixed rate on an interest rate swap of 2.642%, while the variable rate is based on LIBOR. The notional amount of the interest rate swap on January 29, 2010 was $68.4 million. With the execution of the swap, the all-in interest rate for the first five years is fixed at 6.642%. The termination date of the interest rate swap is January 29, 2015.
The Loan Agreement and the Swap Agreement contain representations, warranties, terms and conditions customary for transactions of this type. The Loan Agreement contains certain events of default, including failure to repay when due principal, interest or any other amount owing on any other obl igation under the Loan Agreement. The Swap Agreement contains certain events of default, including failure to pay or deliver, breach of the agreement, credit support default and misrepresentation.
This summary of the Loan Agreement and the Swap Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, reference to all the terms of the Loan Agreement; the Note; the Deed of Trust Assignment of Leases and Rents and Security Agreement; Assignment of Leases and Rents; Guaranty; Environmental Indemnity; ISDA Master Agreement between PD Capital Corporation and Foundry Park I, Swap Transaction Confirmation, copies of which are attached here as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8 and 10.9 and incorporated herein by reference.
10.1 Loan Agreement, dated as of January 28, 2010, among the Foundry Park I, LLC, as Borrower, PB (USA) Realty Corporation, as Lender, and PB Capital Corporation, as Administrative Agent
10.2 Note, dated January 28, 2010, among the Foundry Park I, LLC, as Borrower, PB (USA) Realty Corporation, as Lender, and PB Capital Corporation, as Administrative Agent
10.3 Deed of Trust, Assignment of Leases and Rents and Security Agreements, dated January 28, 2010, among the Foundry Park I, LLC, as Borrower, PB (USA) Realty Corporation, as Lender, and PB Capital Corporation, as Administrative Agent
10.4 Assignment of Leases and Rents, dated January 28, 2010, between Foundry Park I, LLC and PB Capital Corporation, as Administrative Agent
10.5 Guaranty of Payment - Deed of Trust Loan, dated January 28, 2010, among the Foundry Park I, LLC, as Borrower, PB (USA) Realty Corporation, as Lender, and PB Capital Corporation, as Administrative Agent
10.6 Indemnity Agreement, dated January 29, 2010, be tween PB Capital Corporation and Foundry Park I, LLC
10.7 International Swap Derivativatives Association, Inc. 2002 Master Agreement dated as of January 29, 2010, between PB Capital Corporation and Foundry Park I, LLC
10.8 International Swap Derivativatives Association, Inc. Schedule to the 2002 Master Agreement dated as of January 29, 2010, between PB Capital Corporation and Foundry Park I, LLC
10.9 Swap Transaction Confirmation dated January 29, 2010
| NewMarket Corporation | ||||||||
| Date: February 03, 2010 | By: | /s/ David A. Fiorenza | ||||||
| David A. Fiorenza | ||||||||
| Vice President & Treasurer | ||||||||
Exhibit No. | Description | |
| EX-10.1 | Loan Agreement, dated as of January 28, 2010, among the Foundry Park I, LLC, as Borrower, PB (USA) Realty Corporation, as Lender, and PB Capital Corporation, as Administrative Agent | |
| EX-10.2 | Note, dated January 28, 2010, among the Foundry Park I, LLC, as Borrower, PB (USA) Realty Corporation, as Lender, and PB Capital Corporation, as Administrative Agent | |
| EX-10.3 | Deed of Trust, Assignment of Leases and Rents and Security Agreements, dated January 28, 2010, among the Foundry Park I, LLC, as Borrower, PB (USA) Realty Corporation, as Lender, and PB Capital Corporation, as Administrative Agent | |
| EX-10.4 | Assignment of Leases and Rents, dated January 28, 2010, between Foundry Park I, LLC and PB Capital Corporation, as Administrative Agent | |
| EX-10.5 | Guaranty of Payment - Deed of Trust Loan, dated January 28, 2010, among the Foundry Park I, LLC, as Borrower, PB (USA) Realty Corporation, as Lender, and PB Capital Corporation, as Administrative Agent | |
| EX-10.6 | Indemnity Agreement, dated January 29, 2010, between PB Capital Corporation and Foundry Park I, LLC | |
| EX-10.7 | International Swap Derivatives Association, Inc. 2002 Master Agreement dated as of January 29, 2010, between PB Capital Corporation and Foundry Park I, LLC | |
| EX-10.8 | International Swap Derivatives Association, Inc. Schedule to the 2002 Master Agreement dated as of January 29, 2010, between PB Capital Corporation and Foundry Park I, LLC | |
| EX-10.9 | Swap Transaction Confirmation dated January 29, 2010 |