EFTA00997852.pdf

From: "Jeffrey E." <jeevacation@gmail.com> To: Eileen Alexanderson < >, Richard Joslin Subject: Re: FW: LB/Bank of America - next steps Date: Sat, 04 Oct 2014 11:21:43 +0000 last sentence a problem, and tax review necessary, On Fri, Oct 3, 2014 at 5:02 PM, Eileen Alexanderson • wrote: Jeffrey, I am forwarding so you can weigh in but please know we have not picked apart yet at all. Rich and I will be meeting with Brad Finkelstein on Monday to discuss. Best, Eileen From: Finkelstein, Brad J [mailto: Sent: Friday, October 03, 2014 3:19 PM To: Finkelstein, Brad J Cc: Eileen Alexanderson; Halperin, Alan S; Hurtado, Christopher L; Richard Joslin; Eileen Alexanderson Subject: RE: LB/Bank of America - next steps Can we set a time to discuss on Monday? My understanding is we are restructuring LB's personal holdings and in connection therewith, want to make LB a loan guarantor rather than the borrower (and have a new or existing entity be the borrower) — which will affect our response to the below. Thoughts? Brad J. Finkelstein I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York, NY 10019.6064 (212) 373-3074 (Direct Phone) I 212 492-0074 (Direct Fax) From: Finkelstein, Brad J Sent: Friday, October 03, 2014 3:16 PM To: Saul H. Finkelstein Cc: Eileen Alexanderson; Martin, Derek; Gialanella, Christopher; Heller, Jane - NEW YORK NY; Halperin, Alan S; Hurtado, Christopher L; Richard Joslin; Eileen Alexanderson Subject: LB/Bank of America Thanks; let us review and revert. Best, Brad Brad .1. Finkelstein I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP EFTA00997852 1285 Avenue of the Americas I New York, NY 10019.6064 (212) 373-3074 (Direct Phone)1(212) 492-0074 (Direct Fax) From: Saul H. Finkelstein [mailto: Sent: Friday, October 03, 2014 2:59 PM To: Finkelstein, Brad J Cc: Eileen Alexanderson; Martin, Derek; Gialanella, Christopher; Heller, Jane - NEW YORK NY Subject: Bank of America Brad- it was a pleasure speaking with you earlier today. As we discussed, below please find our draft language to deal with the issues that you and your client raised on the call. The language below is intended to be inserted into the Event of Default section of the two Notes that evidence these obligations and incorporates provisions required by the Bank's legal department. Please note that we are sending this to you now in the interest of time, but the language below remains subject to further comment, review and revision by the Bank. The death of the Borrower, provided that the death of the Borrower shall not constitute an Event of Default if all of the following conditions shall have been satisfied and no Event of Default shall be deemed to have occurred due to such death until such date on which any of such conditions no longer continues to be satisfied (it being understood and agreed that nothing set forth herein shall constitute a waiver by the Bank of any Event of Default nor an agreement by the Bank to not exercise its rights and remedies following the death of the Borrower if the foregoing provisions are not complied with in accordance with their terms): (1)(A) within 60 days from the date of death, substantially all of the Borrower's estate shall be subject to administration by the courts of the State of New York, a personal representative or executor shall have been appointed and such personal representative or executor (or a court, if required) shall have (i) allowed a creditor's claim in accordance with applicable law relating to the obligations of the Borrower hereunder and under any other Loan Documents and (ii) confirmed the lien of the Bank's security interest in all collateral pledged to the Bank under the Loan Documents, all in form and substance satisfactory to the Bank in its reasonable discretion, (B) the Bank's security interest in the collateral pledged to the Bank under the Loan Documents shall continuously be in effect from the date of the creation of such security interest without interruption because of such death and no other Event of Default must exist, (C) within 60 days from the date of death, the Borrower's estate shall have assumed in writing the obligations of the Borrower under this Note and all other Loan Documents, in form and substance satisfactory to the Bank, (D) within 60 days from the date of death, the Bank shall have received a legal opinion provided at the expense of the Borrower (or his estate) as to the continuation of the Bank's security interest in the collateral granted under the Loan Documents notwithstanding the occurrence of such death, and the enforceability of any confirmation provided to the Bank pursuant to clauses (A) through (C) above, which opinion shall be from counsel and in form acceptable to the Bank in its reasonable discretion and (E) within 90 days from the date of death, the representatives of the estate of the Borrower present to the Bank a plan of repayment of all obligations outstanding under each Note EFTA00997853  and all other Loan Documents that provides that all such obligations shall be paid in full no later than 24 months from the date of the Borrower's death; (2) the estate of the Borrower complies with all terms, covenants and conditions of the Loan Documents (as they are deemed to be amended as provided below); and (3) upon satisfaction of the conditions stated in the foregoing clause (1), the Loan Documents shall be deemed to be amended (without any further action by the Bank or the Borrower) as of the date of the Borrower's death as follows: (i) the Termination Date shall be amended to the date that is 24 months from the date of the Borrower's death, (ii) the Applicable Margin shall be amended to 1.75% and (iii) the first sentence of Section V. A. of the Loan Agreement shall be amended to state as follows: "the estate of the Borrower shall maintain a net worth (excluding the value of the Art Collateral) of not less than $1,500,000,000." Saul H. Finkelstein, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Direct: 212 931 8716 Fax: 212 370 7889 Mobile: 917 370 4331 This message is intended only for the use of the Addressee and may contain information that is privileged and confidential. If you are not the intended recipient, you are hereby notified that any dissemination of this communication is strictly prohibited. If you have received this communication in error, please erase all copies of the message and its attachments and notify us immediately. please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this EFTA00997854 communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved EFTA00997855