[Signature page to Second Amendment]
Exhibit 10.7.2
ExecutionVersion
SECOND
AMENDMENT TO
REVOLVING
CREDIT
AGREEMENT
ThisSecondAmendmenttoRevolvingCreditAgreement(this
“Amendment”),ismadeas of January 27, 2023, by and among CIM GROUP
MANAGEMENT, LLC, a Delaware limited liabilitycompany(“Borrower”),
COMERICABANK(“Comerica”),astheAdditionalLender(as defined
below), and CITY NATIONAL BANK, as administrative agent for the
Lenders (in such capacity, the “Agent”) and as the Swing Line Lender.
Factual Background
A.Pursuant to that certain Revolving Credit Agreement, dated as of
December 30, 2022 (as amended by that certain First Amendment to Revolving
Credit Agreement, dated as of January 24, 2023, and as further amended, restated,
amended and restated, supplemented or otherwise modified from time to time
through the date hereof, the “Credit Agreement”), by and amongBorrower,the
financialinstitutionsfromtimetotimepartytheretoaslenders(collectively, the
“Lenders”)andtheAgent,theLendersagreedtoprovideanunsecuredrevolving
creditfacility (the “Facility”) available to Borrower. Capitalized terms used
herein without definition have the meanings ascribed to them in the Credit
Agreement.
B.Borrower has requested that (a) the Revolving Credit Aggregate
Commitment be increasedby$25,000,000.00(the“NewRevolvingCredit
Commitment”),toatotalof
$175,000,000.00,and(b)certainmodificationsbemadetotheCreditAgreement
asforthherein.
C.Comerica, as a new Lender under the Credit Agreement (in
such capacity, the “AdditionalLender”),iswillingtoprovidetheNew
RevolvingCreditCommitment,andtheAgent andSwingLineLenderare
willingtomakesuchothermodificationstotheCreditAgreement,on the
terms and subject to the conditions more particularly set forth herein.
Agreement
Therefore,Borrower,theAgent andthe Lendersagree asfollows:
1.Recitals. The recitals set forth above in the Factual Background
are true, accurate and correct.
[Signature page to Second Amendment]
2.NewRevolvingCreditCommitment.
(a)JoinderandAssumptionbyComericaBank.
(i)Joinder and Assumption. Effective as of the
Second Amendment Effective Date (as defined below), Comerica (i) shall be
deemed automatically to have become a party to the Credit Agreement and the
other Loan Documents as a “Lender” thereunder, to have assumedallofthe
obligationsofa“Lender”thereundertotheextentofComerica’sinteresttherein
asdescribedinthisAmendment,andtohavealltherightsandobligationsofa
Lenderpartytothe CreditAgreementandtheotherLoanDocuments,asifit
wereanoriginalsignatorytheretotothe extentofComerica’sinteresttherein
asdescribedinthisAmendment;and(ii)agreestobebound
1
bythetermsandconditionssetforthintheCredit Agreementandtheother
LoanDocumentsasif it were an original signatory thereto.
(ii)New Revolving Credit Commitment. Without
limiting the generalityofclause(i)above,Comericaseverallyandforitselfalone
agreestomakeAdvancesof the Revolving Credit in Dollars to Borrower from
time to time on any Business Day during the period from the Second Amendment
Effective Date until (but excluding) the Maturity Date in an aggregate amount not
to exceed at any one time outstanding Comerica’s Revolving Credit Percentage of
the Revolving Credit Aggregate Commitment (as increased hereby).
(iii)Representations and Warranties by Comerica.
Comerica hereby confirms that it has received a copy of the Credit Agreement and
the exhibits and schedules referred to therein, and all other Loan Documents
which it considers necessary, together with copiesoftheotherdocumentswhich
wererequiredtobedeliveredundertheCreditAgreementas a condition to the
making of loans thereunder. Comerica acknowledges and agrees that it: (a) has
made and will continue to make such inquiries and has taken and will take such
care on its own behalf as would have been the case had its Percentage been
granted and its loans been made directly by Comerica to Borrower without the
intervention of the Agent or any other Lender; and
(b)hasmadeandwillcontinuetomake,independentlyandwithoutrelianceupon
theAgentorany otherLender,andbasedonsuchdocumentsandinformationasit
hasdeemedappropriate,itsown credit analysis and decisions relating to the Credit
Agreement. Comerica further acknowledges andagreesthatneithertheAgentnor
anyotherLenderhasmadeanyrepresentationsorwarranties aboutthe
creditworthinessofBorroweroranyotherpartytotheCreditAgreementorany
otherof the Loan Documents, or with respect to the legality, validity, sufficiency
or enforceability of the Credit Agreement or any other of the Loan Documents.
(b) Acknowledgment of the New Revolving Credit
Commitment. Each of the undersigned hereby (i) acknowledges and agrees
that the New Revolving Credit Commitment provided by Comerica pursuant
to this Amendment is one of the Revolving Credit Commitments
contemplatedbytheCreditAgreementandthat,followingtheSecond
[Signature page to Second Amendment]
AmendmentEffectiveDate and the consummation of the transactions
contemplated hereby, the amount of the “Revolving Credit Aggregate
Commitment” shall be $175,000,000.00, subject to reduction or termination
under Section 2.10of the Credit Agreement and (ii) acknowledges and agrees
that (A) Borrower hasdirectedAgenttooffertheNewRevolvingCredit
CommitmenttoComericaand(B)Comerica has agreed to provide the New
Revolving Credit Commitment and will be a Revolving Credit Lender under
the Credit Agreement and the other Loan Documents from and after the
Second Amendment Effective Date.
3.ModificationstoCreditAgreement.
(a)Amendment to Credit Agreement. The Credit
Agreement is hereby amended as follows:
(i)Section1.1oftheCreditAgreementis
herebyamendedby amending and restating each of the following
defined terms as follows:
““First Amendment Effective Date” has the meaning set forth
in the First Amendment, which date was, for the avoidance of doubt,
January 24, 2023.”
““RevolvingCreditAggregateCommitment”means,asofthe
SecondAmendment EffectiveDate,OneHundredSeventy-Five
MillionDollars($175,000,000.00),asadjusted from time to time in
accordance with the terms hereof.”
““SwingLineMaximumAmount”means,asoftheSecond
AmendmentEffective Date, Sixty-Five Million Six Hundred Twenty-
Five Thousand Dollars ($65,625,000), as adjusted from time to time in
accordance with the terms hereof.”
(ii)Section 1.1 of the Credit Agreement is hereby
amended by adding the following defined terms in appropriate
alphabetical order as follows:
““Second Amendment” means that certain Second Amendment
to Revolving Credit Agreement, dated as of the Second Amendment
Effective Date, by and among Borrower, the Additional Lender party
thereto and the Agent.”
““Second Amendment Effective Date” has the meaning set
forth in the Second Amendment, which date was, for the avoidance of
doubt, January 27, 2023.”
(iii)Section 2.13(a) of the Credit Agreement is
hereby amended by deleting the reference to “First Amendment
Effective Date, $50,000,00” and inserting in lieu thereof the following:
“Second Amendment Effective Date, $25,000,000”.
(b)Annex III. Annex III of the Credit Agreement is hereby
amended and restated in its entirety as set forth in Exhibit Aattached hereto.
[Signature page to Second Amendment]
(c)DefinitionofCreditAgreement.Exceptasprovidedinthis
Amendment,all referencesintheCreditAgreementandintheotherLoan
DocumentstotheCreditAgreementshall mean the Credit Agreement as amended
by this Amendment (the Credit Agreement, as amended hereby, the “Amended
Credit Agreement”).
(d)No Other Modifications. Except as expressly set forth
in this Amendment, the Credit Agreement and the other Loan Documents
shall be and remain unmodified and in full force and effect.
4.Conditions Precedent. This Amendment shall become effective on
and as of the first date on whichall of the following conditions shall have been
satisfied (or waived by the Agent and the Lenders in their sole discretion, as
evidenced by the release of their respective signature pages hereto):
(a)The Agent shall have received counterparts of this
Amendment (including the Consent of Guarantors attached hereto) duly
executed by each party hereto.
(b)The Agent shall have received (A) customary legal
opinions addressed to the Lenders, board resolutions and officers’ certificates
consistent with those delivered on the Closing Date and (B) such other documents
as may be reasonably requested by the Agent.
(c)No Default or Event of Default exists or will exist on the
Second Amendment Effective Date immediately before and immediately after
giving effect to effectivenessofthisAmendmentandthetransactions
contemplatedhereby,includingprovisionof the New Revolving Credit
Commitment.
(d)Eachoftherepresentationsandwarrantiesmadebythe
LoanPartiesinthe AmendedCreditAgreementandineachoftheotherLoan
Documentsshallbetrueandcorrectin allmaterialrespectsasoftheSecond
AmendmentEffectiveDateasifmadeonandasofsuchdate (other than any
representation or warranty that expressly speaks as of a different date, in
which case such representation and warranty shall be true and correct in all
material respects as of such different date); provided that any such
representations and warranties which are qualified by materiality, Material
Adverse Effect or similar language shall be true and correct in all respects.
(e)Since the Closing Date, nothing has occurred which has
had, or could reasonably be expected to have, a Material Adverse Effect.
(f)Borrower shall have paid all fees that are due and payable
to the Lead Arrangers and the Additional Lender pursuant to the Fee Letter.
(g)The Agent shall have received reimbursement, in
immediately available funds, of all actual, out-of-pocket costs and expenses
incurred by the Agent and for which an invoice has been submitted in
connection with this Amendment, including the legal fees, charges and
expenses of the Agent’s counsel.
[Signature page to Second Amendment]
Except as set forth in any closing condition letter between Borrower and the
Agent, by releasing its signature page to this Amendment the Agent and each
Lender shall be deemed to have consentedto,approvedoracceptedas
satisfactoryeachdocumentorothermatterrequiredbythis Section4tobe
consentedto,approvedoracceptedassatisfactorybytheAgentorsuch
Lender,as the case may be.
5.Representations and Warranties. Each of Borrower and, by its
execution of the ConsentofGuarantorattachedhereto,eachoftheotherLoan
Parties,representsandwarrantsthat each of the representations and warranties
made by the Loan Parties in the Amended Credit Agreementandineachofthe
otherLoanDocumentsistrueandcorrectinallmaterialrespectsas of the
Second Amendment Effective Date as if made on and as of such date (other
than any representation or warranty that expressly speaks as of a different
date, in which case such representation and warranty is true and correct in all
material respects as of such different date); providedthatanysuch
representationsandwarrantieswhicharequalifiedbymateriality,Material
Adverse Effect or similar language shall be true and correct in all respects.
6.ReimbursementofExpenses.Withoutduplicationofany
amountspaidpursuantto Section4(g)ofthisAmendment,Borrowershallpay
orreimbursetheAgentforallactual,out-of-pocket costs and expenses
incurred by the Agent in connection with this Amendment, including thelegal
fees,chargesandexpensesoftheAgent’scounselinaccordancewithSection
11.5ofthe Credit Agreement.
7.Integration. The Loan Documents, includingthis Amendment:
(a) integrate all the termsandconditionsmentionedinorincidentaltothe
LoanDocuments;(b)supersedealloral
negotiationsandpriorandotherwritingswithrespecttotheirsubjectmatter;
and(c)areintended bythepartiesasthefinalexpressionoftheagreement
withrespecttothetermsandconditionsset forth in those documents and as
the complete and exclusive statement of the terms agreed to by theparties.If
thereisanyconflictbetweentheterms,conditionsandprovisionsofthis
Amendment and those of any other agreement or instrument in effect as of the
date of this Amendment, including any of the other Loan Documents, the
terms, conditions and provisions of this Amendment shall prevail.
8.Severability. In case any provision in or obligation hereunder
or under any other LoanDocumentshallbeinvalid,illegalorunenforceablein
anyjurisdiction,thevalidity,legality andenforceabilityoftheremaining
provisionsorobligations,orofsuchprovisionorobligationin any other
jurisdiction, shall not in any way be affected or impaired thereby.
[Signature page to Second Amendment]
9.Designation as Loan Document. This Amendment shall
constitute a Commitment Increase Amendment and a Loan Document under
the Amended Credit Agreement.
10.Miscellaneous. This Amendment and any attached consents or
exhibits requiring signatures may be executed in counterparts, and all
counterparts shall constitute but one and the same document. If any court of
competent jurisdiction determines any provision of this Amendment or any of
the other Loan Documents to be invalid, illegal or unenforceable, that portion
shallbedeemedseveredfromtherest,whichshallremaininfullforceand
effectasthough the invalid, illegal or unenforceable portion had never been a
part of the Loan Documents. This Amendmentshallbegovernedbythelaws
oftheStateofNewYork,withoutregardtothechoice of law rules of that
State that would require application of the laws of any other jurisdiction. As
usedhere,theword“include(s)”means“includes(s),withoutlimitation,”and
theword“including” means “including, but not limited to.”
[Signaturesonfollowingpage]
[Signature page to Second Amendment]
IN WITNESSWHEREOF, the parties have executed thisAmendment as
ofthedatefirst set forth above.
Borrower:
CIMGROUPMANAGEMENT,
LLC,
By: /s/ David Thompson
Name:DavidThompson
Its:ChiefFinancialOfficer
[Signature page to Second Amendment]
Agent:
CITY NATIONAL BANK,
as Agentandthe Swing LineLender
By: /s/ Stephanie Leimbach
Name:Stephanie Leimbach
Title: Vice President
[Signature page to Second Amendment]
AdditionalLender:
COMERICABANK,as AdditionalLender By:
By: /s/ Randall Mitchell
Name:Randall Mitchell
Title: Vice PresidentO
[Signature page to Second Amendment]
CONSENTOFGUARANTORS
The undersigned, having read and understood the foregoing Second
Amendment to Revolving Credit Agreement (the “Second Amendment”),
each hereby (i) consents to all of the terms,conditionsandprovisionsofthe
SecondAmendmentandthetransactionscontemplatedby the Second
Amendment, (ii) agrees that the Second Amendment does not terminate any of
the obligations of the undersigned to Agent under (A) that certain Guaranty
Agreement, dated as of December 30, 2022, executed by the undersigned in
favor of Agent (the “Guaranty”), (iii) reaffirmsitsobligationsunderthe
GuarantyAgreementinlightoftheSecondAmendment,and
(iv)agreesthatitsobligationsundertheGuarantyAgreementareseparateand
distinctfromthose of Borrower with respect to the Facility.Each of the
undersigned, having reread the Guaranty Agreement, and with the advice of
its own counsel, hereby reaffirms and restates all waivers, authorizations,
agreementsandunderstandingssetforthintheGuarantyAgreement,asthough
set forthinfullherein.Capitalizedtermsusedinthisconsentbutnototherwise
definedshallhavethe meanings ascribed to such terms in the Second
Amendment.
DatedasofJanuary27,2023.
[Signaturesbeginonfollowingpage]
[Signature page to Second Amendment]
INWITNESSWHEREOF,eachoftheundersignedGuarantorshas
executedthis Consentof Guarantorsas of the date abovewritten.
CIMCapital,LLC,
aDelawarelimited liabilitycompany
By: CIM Group Management, LLC,a
Delawarelimitedliabilitycompany,
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
CCO Group,LLC,
aDelawarelimitedliabilitycompany
By: CIM Group Management, LLC,a
Delawarelimitedliabilitycompany,
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
[Signature page to Second Amendment]
CIMGroup,L.P.,
aDelawarelimitedpartnership
By:CIMManagement,Inc. a California
corporation,
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
CIMSMAI Sponsor,LLC.,
aCalifornialimitedliabilitycompany
By:CIMSMAIMLP,LLC,
A Delaware limited liability company, its managing member,
By:CIMGroupManagement,LLC,aDelaware limited
liability Company, its managing member,
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
[Signature page to Second Amendment]
CIMAtlantaManager,LLC,
aDelawarelimitedliabilitycompany
By: CIM Group Management, LLC,a
Delawarelimitedliabilitycompany,
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
CIMServiceProvider,LLC,
aDelaware limitedliabilitycompany
By:CIM GroupManagement,LLC, a Delaware
limited liability company, its sole equity member By:
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
[Signature page to Second Amendment]
CIM Capital SA Management, LLC
a Delaware limited liability company
By: CIM Group Management, LLC,
a Delaware limited liability company,
its sole equity member
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
CIMUrban IncomeInvestmentsGP,LLC,a
Delaware limitedliabilitycompany
By: CIM Group Management, LLC,a
Delawarelimitedliabilitycompany,
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
[Signature page to Second Amendment]
S-9thAvenueCo-InvestorManager,LLC,
aDelawarelimitedliabilitycompany
By:S-MWC Co-InvestorManager,LLC,
aDelawarelimitedliabilitycompany, itssole member
By: CIM Group Management, LLC,aDelaware
limitedliabilitycompany, its sole member
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
CIMCapitalControlledCompanyManagement, LLC
aDelawarelimitedliabilitycompany
By:CIMCapital,LLC,
aDelawarelimitedliabilitycompany, its sole equity
member
By: CIM Group Management, LLC,
aDelawarelimitedliabilitycompany,
its sole equity member
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
[Signature page to Second Amendment]
CIMCapital REDebtManagement,LLC
aDelawarelimitedliabilitycompany
By:CIMCapital,LLC,
aDelawarelimitedliabilitycompany, its sole equity
member
By: CIM Group Management, LLC,aDelaware
limitedliabilitycompany,its sole equity member
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
CIMCapitalSecuritiesManagement,LLC
aDelawarelimitedliabilitycompany
By:CIMCapital,LLC,
aDelawarelimitedliabilitycompany, its sole equity
member
By: CIM Group Management, LLC,aDelawarelimited
liabilitycompany, its sole equity member
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
[Signature page to Second Amendment]
CIMCapitalRealPropertyManagement,LLC
aDelawarelimitedliabilitycompany
By:CIMCapital, LLC,
aDelawarelimitedliabilitycompany, its
sole equity member
By: CIM Group Management, LLC,a
Delawarelimitedliabilitycompany, its sole
equity member
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
CIMCapitalICManagement,LLC,
aDelaware limitedliabilitycompany
By: CIM Group Management, LLC,a
Delawarelimitedliabilitycompany, its sole
equity member
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
[Signature page to Second Amendment]
CIMLendingServices,LLC,
aDelawarelimitedliabilitycompany
By: CIM Group Management, LLC,aDelaware
limitedliabilitycompany, its sole equity member
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
L-55HawthorneCo-InvestorManager,LLC,
aDelawarelimitedliabilitycompany
By: CIM Group Management, LLC,aDelaware
limitedliabilitycompany, its sole equity member
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
[Signature page to Second Amendment]
H-55HawthorneREITManager,LLC,a
Delaware limited liability company
By: CIM Group Management, LLC,a
Delawarelimitedliabilitycompany, its sole
equity member
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
CIMControlledCompanyManagement,LLC,
aDelawarelimitedliabilitycompany
By: CIM Group Management, LLC,aDelaware
limitedliabilitycompany, its sole equity member
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
[Signature page to Second Amendment]
CIMREDebtManagement,LLC,
aDelawarelimitedliabilitycompany
By: CIM Group Management, LLC, a
Delaware limited liability company, its sole
equity member
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
CIM EPICIIQOFSLP,LLC,
aDelawarelimitedliabilitycompany
By: CIM Group Management, LLC,a
Delawarelimitedliabilitycompany, its sole
equity member
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
[Signature page to Second Amendment]
CIMManagement,Inc.,
a California corporation
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
H-TurtleCreekVillageCo-InvestorManager, LLC,
aDelawarelimitedliabilitycompany
By: CIM Group Management, LLC, a
Delawarelimitedliabilitycompany, its sole
equity member
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
[Signature page to Second Amendment]
CMMTSLP, LLC,
aDelawarelimitedliabilitycompany
By: CIM Group Management, LLC,a
Delawarelimitedliabilitycompany, its sole
equity member
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
CIMInfrastructureSLP,LLC,
aCalifornialimitedliabilitycompany
By: CIM Group Management,
LLC,aDelawarelimitedliability
company, its managing member
By: /s/ David Thompson
Name:DavidThompson
Its:ChiefFinancialOfficer
[Signature page to Second Amendment]
CIMInfrastructureIISLP,LLC,
aDelawarelimitedliabilitycompany
By: CIM Group Management, LLC,a
Delawarelimitedliabilitycompany, its
managing member
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
CIMInfrastructureIIISLP, LLC,
aDelawarelimitedliabilitycompany
By:CIMInfrastructureIIISLPHoldings, L.P. a Delaware
limited liability company,
itssoleequitymember
By:CIMFundSLPGP,LLC,
ADelawarelimitedliabilitycompany, its general
partner
By: CIM Group Management, LLC, a Delaware
limitedliability company,itssoleequitymember
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
[Signature page to Second Amendment]
CIMFundIXSLP, LLC,
aDelawarelimitedliabilitycompany
By: CIM Group Management, LLC,
a Delaware limited liability company,
its managing member
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
CIMOpportunityZoneFundSLP,LLC,
aDelawarelimitedliabilitycompany
By: CIM Group Management,
LLC,aDelawarelimitedliability
company, its sole equity member
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
[Signature page to Second Amendment]
CIMRealEstateFinanceManagement, LLC,
aDelawarelimitedliabilitycompany
By:CCOGroup, LLC,
aDelawarelimitedliabilitycompany, its
sole equity member
By:CIM Group Management, LLC,a
Delawarelimitedliabilitycompany, its
managing member
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
CREIAdvisors,LLC,
anArizonalimitedliabilitycompany
By:
Name:Christina Mayo
Title: Manager
[Signature page to Second Amendment]
CIMRealEstateFinanceManagement,LLC, a
Delaware limited liability company
By:CCOGroup, LLC,
aDelawarelimitedliabilitycompany, its
sole equity member
By: CIM Group Management, LLC,a
Delawarelimitedliabilitycompany, its
managing member
By:
Name:DavidThompson
Its: ChiefFinancialOfficer
CREIAdvisors,LLC,
anArizonalimited liabilitycompany
By: /s/ Christina Mayo
Name:Christina Mayo
Title: Manager
[Signature page to Second Amendment]
CIMIncomeNAVManagement,LLC,
aDelawarelimitedliabilitycompany
By:CCO Group,LLC,
aDelawarelimitedliabilitycompany, its
sole equity member
By: CIM Group Management, LLC,a
Delawarelimitedliabilitycompany, its
managing member
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
CIMSBAStaffing,LLC,
aDelawarelimitedliabilitycompany
By:CIMGroup,L.P.,
aDelawarelimitedpartnership, its
sole equity member
By:CIMManagement,Inc., a California
corporation, its general partner
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
[Signature page to Second Amendment]
246SpringStreet(NY)Manager,LLC,
aDelawarelimitedliabilitycompany
By:CIMGroup,L.P., aDelawarelimitedpartnership, its sole
equity member
By:CIMManagement,Inc., a California corporation,
its general partner
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
432ParkManagement, LLC,
aDelawarelimitedliabilitycompany
By:CIMGroup,L.P.,
aDelawarelimitedpartnership, its
sole equity member
By:CIMManagement,Inc., a California
corporation, itsgeneral partner
By: /s/ David Thompson
Name:DavidThompson
Its: ChiefFinancialOfficer
[Signature page to Second Amendment]
CIMGroup Hotel,LLC,
aCalifornialimitedliabilitycompany
By:CIMGroup,L.P.,
aDelawarelimitedpartnership, its
sole equity member
By:CIMManagement,Inc., a
California corporation, its general
partner
By:/s/ David Thompson
Name: DavidThompson
Its: ChiefFinancialOfficer
CIMRealEstateServices,LLC,
aDelawarelimitedliabilitycompany
By:
Name:Sara L. Martens
Its: Manager
[Signature page to Second Amendment]
CIMGroupHotel,LLC,
aCalifornialimitedliability company
By:CIMGroup, LP.,
aDelaware limited partnership, its
soleequitymember
By:ClM Management, Inc., a
Californiacorporation,
itsgeneralpartner
By:
Name:DavidThompson
Its:ChiefFinancialOfficer
CIMRealEstateServices,LLC,
aDelawarelimitedliabilitycompany
By:_/s/ Sara L. Martens
Name:SaraL.Martens
Its:Manager
[Signature page to Second Amendment]
CIMNYManagement,LLC,
aNewYorklimitedliabilitycompany
By:CIMGroup,L.P,
aDelaware limited partnership,
its sole equity member
By:CIMManagement,Inc., a
California corporation,
By:/s/ David Thompson
Name:DavidThompson
Its:ChiefFinancialOfficer
CIMTXManagement,LLC,
aDelawarelimitedliabilitycompany
By:CIMGroup,L.P.,
aDelawarelimitedpartnership,
its managing member
By:CIMManagement,Inc., a
California corporation, its
general partner
By:/s/ David Thompson
Name:DavidThompson
Its:ChiefFinancialOfficer