EXHIBIT 10.1
November 30, 1999
Reckson Service Industries Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Second Amended and Restated Credit Agreements
Dear Sirs:
Reference is made to the Amended and Restated Credit Agreement, dated as of
August 4, 1999, between Reckson Service Industries, Inc., as Borrower (the
"Borrower") and Reckson Operating Partnership, L.P., as Lender (the "Lender")
relating to the operations of the Borrower (the "RSI Facility"), and the Amended
and Restated Credit Agreement, dated as of August 4, 1999, between the Borrower
and the Lender relating to Reckson Strategic Venture Partners LLC (together with
the RSI Facility, the "Credit Facilities"). Capitalized terms used herein and
not otherwise defined shall have the meaning ascribed to such terms in the
Credit Facilities.
You have advised us of your proposal to obtain (i) a $60 million secured
loan from Warburg Dillon Read and UBS AG (or other lenders) substantially on the
terms set forth on the term sheet attached hereto as Exhibit A (the "Secured $60
million Loan") and (ii) a $75 million secured loan from Reckson Strategic
Venture Partners LLC (or other lenders) substantially on the terms set forth in
the term sheet attached hereto as Exhibit B (the "Secured $75 million Loan" and,
together with the Secured $60 million Loan, the "Secured Loans"). You have also
advised us of your proposal to issue up to $200 million in preferred stock (the
"Preferred Stock").
1. Amendments. We hereby agree to the following amendments to the Credit
Facilities:
a. Section 1.1(b) is hereby amended to add the following definition:
"Adjusted EBITDA" shall mean, for any fiscal quarter, EBITDA less any
amounts payable (i) by any subsidiary in respect of the Indebtedness
of such Subsidiary (including, but not limited to, Indebtedness of
VANTAS Incorporated and the Secured $75 million Loan) and (ii) by the
Borrower in respect of the Secured $60 million Loan.
b. The third sentence of Section 3.1 of the Credit Facilities is hereby
amended by deleting the references to "EBITDA" and replacing such
references with the term "Adjusted EBITDA."
c. Section 7.2(c) of the Credit Facilities is hereby amended to add the
following:
(iv) Indebtedness of the Borrower payable to its subsidiaries, partner
companies or other companies into which the Borrower makes
investments to evidence the obligation of the Borrower to fund
future capital commitments into such entities.
2. Consents. We hereby consent to the following:
a. The Liens to be granted under the Secured Loans shall be deemed to be
Permitted Liens for purposes of the Credit Facilities.
b. In accordance with Section 7.2(c)(iii) of the Credit Facilities, the
incurrence of Indebtedness under the Secured Loans and the payment of
interest thereon is hereby approved.
c. In accordance with Sections 7.2(d) and 7.2(e) of the Credit
Facilities, the filing of one or more Certificates of Designation and
any amendments thereto in respect of the Preferred Stock, and the
payment by the Borrower of dividends to the holders of the Preferred
Stock, is hereby approved.
3. Fees. It is understood that a fee equal to 176,186 shares of common stock,
par value $.01 per share, of the Borrower shall be paid to us upon delivery
of this letter in consideration of the matters covered in this letter.
Very truly yours,
RECKSON OPERATING PARTNERSHIP, L.P.
By: Reckson Associates Realty Corp., general partner
By:
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Name:
Title:
Confirmed and Accepted:
RECKSON SERVICE INDUSTRIES, INC.
By:
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Name:
Title:
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