FIRST AMENDMENT TO Credit Agreement
Exhibit 10.1
FIRST AMENDMENT TO Credit Agreement
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) is made and entered into as of the 19th day of May, 2011, by and among FRANKLIN STREET PROPERTIES CORP. (the “Parent”) and each of its Material Subsidiaries listed on Schedule 1 of the Credit Agreement (hereinafter defined) (collectively with the Parent, the “Borrowers”), Comerica Bank (“Comerica”) in its capacity as Lender, Compass Bank (“Compass”) in its capacity as Lender and Documentation Agent, RBS CITIZENS, NATIONAL ASSOCIATION (“Citizens”) in its capacity as Syndication Agent, REGIONS BANK (“Regions”) in its capacity as Lender and Syndication Agent, and BANK OF AMERICA, N.A. (“Bank of America”) in its capacity as Administrative Agent (the “Administrative Agent”) for itself and the other lenders party to the Credit Agreement from time to time, Swing Line Lender and L/C Issuer. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.
WHEREAS, the Borrowers, the Administrative Agent and certain Lenders, including, without limitation, Compass, Citizens, Regions, and Bank of America, are parties to that certain Credit Agreement dated as of February 22, 2011 (the “Original Credit Agreement”) pursuant to which the Lenders party to the Original Credit Agreement have extended credit to the Borrowers on the terms set forth therein;
WHEREAS, pursuant to the accordion provision in Section 2.16 of the Original Credit Agreement, the Borrowers have requested an increase in the Aggregate Commitments by $100,000,000 and Regions, Compass and Comerica have agreed to provide increases in existing Commitments or new Commitments to accommodate such request;
WHEREAS, pursuant to Section 2.16(c), the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender is required to the extent an increase in the Aggregate Commitments pursuant to Section 2.16 is accommodated through the introduction of an Eligible Assignee;
WHEREAS, pursuant to Section 2.16(f) of the Credit Agreement, any amendments to the Credit Agreement evidencing an increase in the Aggregate Commitments shall not require the consent of any Lender not participating in such increase;
WHEREAS, Comerica has executed a joinder to this First Amendment evidencing its acknowledgment and agreement with the terms and conditions of the Credit Agreement and its willingness to join the Credit Agreement as a Lender thereunder;
WHEREAS, Citizens and Regions shall each now be titled a Syndication Agent of the Credit Agreement and Compass shall be titled the Documentation Agent of the Credit Agreement;
WHEREAS, Citizens is executing this First Amendment to acknowledge and agree to its change in title from Documentation Agent to Syndication Agent;
WHEREAS, the parties hereto are entering into this First Amendment to make certain amendments to the Original Credit Agreement to inter alia reflect the increase in the Aggregate Commitments, changes in the Applicable Percentages, and changes in title. The Original Credit Agreement as amended by this First Amendment is referred to herein as the “Credit Agreement.”
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
| 1. | Cover Page of the Credit Agreement. The cover page of the Original Credit Agreement is hereby amended by deleting “RBS Citizens, National Association as Documentation Agent” appearing therein and replacing it with the following: |
“RBS Citizens, National Association as Syndication Agent”
“REGIONS BANK as Syndication Agent”
“COMPASS BANK as Documentation Agent”
| 2. | Definition of “Aggregate Commitments”. Section 1.01 of the Original Credit Agreement is hereby amended by deleting the definition of “Aggregate Commitments” appearing therein and replacing it with the following definition: |
““Aggregate Commitments” means the Commitments of all the Lenders (including any Defaulting Lender), as adjusted from time to time in accordance with the terms of this Agreement. The Aggregate Commitments shall be $600,000,000.”
| 3. | Definition of “Documentation Agent”. Section 1.01 of the Original Credit Agreement is hereby amended by deleting the definition of “Documentation Agent” appearing therein and replacing it with the following definition: |
““Documentation Agent” means Compass Bank in its capacity as documentation agent, or any successor documentation agent.”
| 4. | Definition of “Lender”. Section 1.01 of the Original Credit Agreement is hereby amended by deleting the definition of “Lender” appearing therein and replacing it with the following definition: |
‘“Lender” means each lender from time to time party hereto as a result of (i) such party’s execution of this Agreement as a “Lender” as of the Closing Date or (ii) such party’s execution by joinder of an amendment to this Agreement to increase the Aggregate Commitments pursuant to Section 2.16 hereof, pursuant to which joinder such party agrees to be bound by the terms of this Agreement as a “Lender” or (iii) such party being made a “Lender” hereunder by virtue of an executed Assignment and Assumption.”
| 5. | Definition of “Syndication Agent”. Section 1.01 of the Original Credit Agreement is hereby amended by adding the following definition of “Syndication Agent” in the appropriate alphabetical position thereto. |
““Syndication Agent” means RBS Citizens, National Association and Regions Bank, each in its capacity as syndication agent, or any successor syndication agent.”
| 6. | Section 9.08. Section 9.08 of the Original Credit Agreement is hereby amended by deleting Section 9.08 appearing therein and replacing it with the following Section 9.08: |
“No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Bookrunner(s), Arranger(s), Documentation Agent(s), Syndication Agent(s) or other titles as necessary listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.”
| 7. | Schedule 1. Schedule 1 of the Original Credit Agreement is hereby deleted and the Schedule 1 attached hereto is substituted therefor. |
| 8. | Schedule 2.01. Schedule 2.01 of the Original Credit Agreement is hereby deleted and the Schedule 2.01 attached hereto is substituted therefor. |
| 9. | Schedule 10.02. Schedule 10.02 of the Original Credit Agreement is hereby deleted and the Schedule 10.02 attached hereto is substituted therefor. |
| 10. | No Waiver. Nothing contained herein shall be deemed to (i) constitute a waiver of any Default or Event of Default that may heretofore or hereafter occur or have occurred and be continuing or, except as expressly provided herein, to otherwise modify any provision of the Original Credit Agreement, or (ii) give rise to any defenses or counterclaims to Administrative Agent’s or any of the Lenders right to compel payment of the Obligations when due or to otherwise enforce their respective rights and remedies under the Credit Agreement and the other Loan Documents. |
| 11. | Conditions to Effectiveness. This First Amendment shall become effective as of the date (the “Increase Effective Date”) when each of the following conditions is met: |
(a) receipt by the Administrative Agent of this First Amendment duly and properly authorized, executed and delivered by each of the Borrowers and the Lenders signatory hereto;
(b) receipt by the Administrative Agent of a certificate dated as of the Increase Effective Date signed by a Responsible Officer of each Borrower certifying that, before and after giving effect to such increase in Aggregate Commitments, the representations and warranties contained in Article V of the Original Credit Agreement and in the other Loan Documents are true and correct in all material respects as of the Increase Effective Date as specified in Section 2.16(e)(ii)(A)(1) and (2) of the Original Credit Agreement and that no Default or Event of Default Exists;
(c) receipt by the Administrative Agent of a certificate of each Borrower dated as of the Increase Effective Date signed by a Responsible Officer certifying and attaching the resolutions adopted by such Borrower approving or consenting to the increase in the Aggregate Commitments;
(d) execution and delivery by Borrowers of a Note payable to Comerica in connection with the joinder of Comerica to the Credit Agreement; and
(e) payment of any costs and expenses due to the Administrative Agent or the Lenders, including all of the Administrative Agent’s reasonable legal fees and expenses, incurred in the connection with the preparation, negotiation and implementation of this First Amendment or otherwise outstanding in connection with the increase in the Aggregate Commitments, including any amounts required under Section 2.16(e).
| 12. | Representations and Warranties of Borrowers. The Borrowers represent and warrant to the Administrative Agent and the Lenders as follows: |
(a) The execution, delivery and performance by each Borrower of this First Amendment, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Borrower is a party or affecting such Borrower or the properties of such Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Borrower or its property is subject; or (c) violate any Law.
(b) This First Amendment has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Borrower that is party thereto. This First Amendment constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of each Borrower, enforceable against each Borrower that is party thereto in accordance with its terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefore may be brought.
(c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution and delivery of, and the performance of the Borrowers’ obligations under the Original Credit Agreement as amended by the First Amendment, except where such approval, consent, exemption, authorization, action, notice or filing has been obtained or made, and except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.
| 13. | Ratification, etc. Except as expressly amended hereby, the Original Credit Agreement, the other Loan Documents and all documents, instruments and agreements related thereto are hereby ratified and confirmed in all respects and shall continue in full force and effect. This First Amendment and the Credit Agreement shall hereafter be read and construed together as a single document, and all references in the Credit Agreement, any other Loan Document or any agreement or instrument related to the Credit Agreement shall hereafter refer to the Credit Agreement as amended by this First Amendment. |
| 14. | GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. |
| 15. | Counterparts. This First Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which counterparts taken together shall be deemed to constitute one and the same instrument. Any counterpart signed by all parties may be introduced into evidence in any action or proceeding without having to produce or account for the other counterparts. Likewise, the existence of this First Amendment may be established by the introduction into evidence of counterparts that are separately signed, provided they are otherwise identical in all material respects. |
| 16. | Section 2.16. From and after the Increase Effective Date hereof, Section 2.16 shall be null and void and of no further force or effect. |
| 17. | Approval of Comerica as a Lender. By its execution hereof, Bank of America, in its capacities as Administrative Agent, Swing Line Lender and L/C Issuer, approves of Comerica as a Lender. |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, each of the undersigned has duly executed this First Amendment to Credit Agreement as of the date first set forth above.
| ADMINISTRATIVE | |
| AGENT: | BANK OF AMERICA, N.A., |
| individually in its capacity as Administrative Agent | |
| By: /s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | |
| Title: Senior Vice President | |
| L/C ISSUER AND | BANK OF AMERICA, N.A., |
| SWING LINE LENDER: | individually in its capacity as L/C Issuer |
| and Swing Line Lender | |
| By: /s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | |
| Title: Senior Vice President | |
[signature pages continue]
[Lender Signature Page to First Amendment]
LENDERS PARTICIPATING
IN INCREASE IN AGGREGATE
COMMITMENTS AND
CHANGES IN TITLE:
| COMPASS BANK, an Alabama banking corporation, | |
| individually in its capacity as a Lender and Documentation Agent | |
| By: /s/ S. Xxxx Xxxxxx | |
| Name: S. Xxxx Xxxxxx | |
| Title: Senior Vice President | |
| [signature pages continue] |
[Lender Signature Page to First Amendment]
| REGIONS BANK, | |
| individually in its capacity as a Lender and Syndication Agent | |
| By: /s/ Xxxx X. Xxxxxx | |
| Name: Xxxx X. Xxxxxx | |
| Title: Vice President | |
| [signature pages continue] |
[Lender Signature Page to First Amendment]
| RBS CITIZENS, NATIONAL ASSOCIATION, | |
| as Syndication Agent | |
| By: /s/ Xxxx X. Xxxxxxx | |
| Name: Xxxx X. Xxxxxxx | |
| Title: Senior Vice President | |
| [signature pages continue] |
[Lender Signature Page to First Amendment]
| BORROWERS : | FRANKLIN STREET PROPERTIES CORP., | ||
| a Maryland corporation | |||
| By: | /s/ Xxxxxx X. Xxxxxx | ||
| Name: | Xxxxxx X. Xxxxxx | ||
| Title: | President and Chief Executive Officer | ||
| FSP HOLDINGS LLC, | |||
| a Delaware limited liability company | |||
| By: | /s/ Xxxxxx X. Xxxxxx | ||
| Name: | Xxxxxx X. Xxxxxx | ||
| Title: | President | ||
| FSP INVESTMENTS LLC, | |||
| a Massachusetts limited liability company | |||
| By: | /s/ Xxxxxx X. Xxxxxx | ||
| Name: | Xxxxxx X. Xxxxxx | ||
| Title: | President | ||
| FSP PROPERTY MANAGEMENT LLC, | |||
| a Massachusetts limited liability company | |||
| By: | /s/ Xxxxxx X. Xxxxxx | ||
| Name: | Xxxxxx X. Xxxxxx | ||
| Title: | Executive Vice President | ||
| FSP PROTECTIVE TRS CORP., | |||
| a Massachusetts corporation | |||
| By: | /s/ Xxxxxx X. Xxxxxx | ||
| Name: | Xxxxxx X. Xxxxxx | ||
| Title: | President | ||
[Borrower Signature Page to First Amendment]
FSP HILLVIEW CENTER LIMITED PARTNERSHIP,
a Massachusetts limited partnership
By: FSP Holdings LLC, its General Partner
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP MONTAGUE BUSINESS CENTER CORP.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP GREENWOOD PLAZA CORP.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP 380 INTERLOCKEN CORP.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP 390 INTERLOCKEN
LLC,
a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive
Officer
FSP BLUE LAGOON
DRIVE LLC,
a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
[Borrower Signature Page to First Amendment]
FSP ONE XXXXXXX
PARK LLC,
a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive
Officer
FSP NORTHWEST
POINT LLC,
a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive
Officer
FSP RIVER CROSSING
LLC,
a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP XXXXXXX PLACE LIMITED PARTNERSHIP,
a Massachusetts limited partnership
By: FSP Holdings LLC, its General Partner
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP EAST BALTIMORE
STREET LLC,
a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP SOUTHFIELD CENTRE LIMITED PARTNERSHIP, a Massachusetts limited partnership
By: FSP Holdings LLC, its General Partner
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP EDeN BLUFF
CORPORATE CENTER I LLC,
a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive
Officer
FSP 000 Xxxxx
xxxxxx xxxxxx LLC,
a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive
Officer
FSP LAKESIDE
CROSSING I LLC,
a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive
Officer
FSP FOREST PARK IV NC LIMITED PARTNERSHIP,
a North Carolina limited partnership
By: FSP Forest Park IV LLC, its General Partner
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive
Officer
FSP PARK SENECA LIMITED PARTNERSHIP,
a Massachusetts limited partnership
By: FSP Holdings LLC, its General Partner
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP ADDISON CIRCLE LIMITED PARTNERSHIP,
a Texas limited partnership
By: FSP Addison Circle LLC, its General Partner
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP XXXXXXX CROSSING LIMITED PARTNERSHIP,
a Texas limited partnership
By: FSP Xxxxxxx Crossing LLC, its General Partner
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP XXXXXXXX XXXXX LIMITED PARTNERSHIP,
a Texas limited partnership
By: FSP Xxxxxxxx Xxxxx LLC, its General Partner
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP LIBERTY PLAZA LIMITED PARTNERSHIP,
a Texas limited partnership
By: FSP Holdings LLC, its General Partner
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP PARK TEN LIMITED PARTNERSHIP,
a Texas limited partnership
By: FSP Park Ten LLC, its General Partner
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP PARK TEN PHASE II LIMITED PARTNERSHIP,
a Texas limited partnership
By: FSP Park Ten Development LLC, its General Partner
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP WILLOW BEND OFFICE CENTER LIMITED PARTNERSHIP, a Texas limited partnership
By: FSP WILLOW BEND OFFICE CENTER LLC, its General Partner
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP dulles virginia
LLC,
a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive
Officer
FSP INNSBROOK CORP., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP 0000 XXXXXXXXXX XXXXXXXXX LLC, a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP ADDISON CIRCLE CORP., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP ADDISON CIRCLE LLC, a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP BLUE LAGOON DRIVE CORP., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP XXXXXXX CROSSING CORP., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP XXXXXXX CROSSING LLC, a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP XXXXXXXX XXXXX CORP., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP XXXXXXXX XXXXX LLC, a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP FOREST PARK IV LLC, a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive
Officer
FSP PARK TEN DEVELOPMENT CORP., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP PARK TEN DEVELOPMENT LLC, a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP PARK TEN LLC, a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP WILLOW BEND OFFICE CENTER CORP., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP WILLOW BEND OFFICE CENTER LLC, a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP LEGACY TENNYSON CENTER LLC, a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
FSP ONE LEGACY CIRCLE LLC, a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
FSP 0000 XXXXXXX XXXXXXXXX LLC, a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
FSP EMPEROR BOULEVARD LIMITED PARTNERSHIP, a Delaware limited partnership
By: FSP 0000 Xxxxxxx Xxxxxxxxx LLC, its General Partner
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
JOINDER OF COMERICA BANK
The undersigned Comerica Bank hereby acknowledges and agrees to the terms and conditions of the Credit Agreement and joins in the Credit Agreement as a Lender thereunder as of the Increase Effective Date, having all of the rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent of the Commitment and Applicable Percentage set forth on Schedule 2.01 (as amended from time to time) applicable to Comerica Bank, which rights and obligations of Comerica Bank under the facilities identified in the Credit Agreement include, without limitation, the Letters of Credit and the Swing Line Loans.
COMERICA BANK,
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Vice President
[Joinder to First Amendment]
SCHEDULE 1
BORROWER ENTITIES
| Name | Jurisdiction of Organization | |
| Franklin Street Properties Corp. | Maryland | |
| FSP 380 Interlocken Corp. | Delaware | |
| FSP 390 Interlocken LLC | Delaware | |
| FSP 0000 Xxxxxxxxxx Xxxxxxxxx LLC | Delaware | |
| FSP Addison Circle Corp. | Delaware | |
| FSP Addison Circle Limited Partnership | Texas | |
| FSP Addison Circle LLC | Delaware | |
| FSP Blue Lagoon Drive Corp. | Delaware | |
| FSP Blue Lagoon Drive LLC | Delaware | |
| FSP Xxxxxxx Place Limited Partnership | Massachusetts | |
| FSP Xxxxxxx Crossing Corp. | Delaware | |
| FSP Xxxxxxx Crossing Limited Partnership | Texas | |
| FSP Xxxxxxx Crossing LLC | Delaware | |
| FSP Dulles Virginia LLC | Delaware | |
| FSP East Baltimore Street LLC | Delaware | |
| FSP Eden Bluff Corporate Center I LLC | Delaware | |
| FSP Xxxxxxxx Xxxxx Corp. | Delaware | |
| FSP Xxxxxxxx Xxxxx Limited Partnership | Texas | |
| FSP Xxxxxxxx Xxxxx LLC | Delaware | |
| FSP Forest Park IV LLC | Delaware | |
| FSP Forest Park IV NC Limited Partnership | North Carolina | |
| FSP Greenwood Plaza Corp. | Delaware | |
| FSP Hillview Center Limited Partnership | Massachusetts | |
| FSP Holdings LLC | Delaware | |
| FSP Innsbrook Corp. | Delaware | |
| FSP Investments LLC | Massachusetts | |
| FSP Lakeside Crossing I LLC | Delaware | |
| FSP Liberty Plaza Limited Partnership | Texas |
| Name | Jurisdiction of Organization | |
| FSP Northwest Point LLC | Delaware | |
| FSP One Xxxxxxx Park LLC | Delaware | |
| FSP Park Seneca Limited Partnership | Massachusetts | |
| FSP Park Ten Development Corp. | Delaware | |
| FSP Park Ten Development LLC | Delaware | |
| FSP Park Ten Limited Partnership | Texas | |
| FSP Park Ten LLC | Delaware | |
| FSP Park Ten Phase II Limited Partnership | Texas | |
| FSP Property Management LLC | Massachusetts | |
| FSP Protective TRS Corp. | Massachusetts | |
| FSP River Crossing LLC | Delaware | |
| FSP Southfield Centre Limited Partnership | Massachusetts | |
| FSP Willow Bend Office Center Corp. | Delaware | |
| FSP Willow Bend Office Center LLC | Delaware | |
| FSP Willow Bend Office Center Limited Partnership | Texas | |
| FSP 000 Xxxxx Xxxxxx Xxxxxx LLC | Delaware | |
| FSP Legacy Tennyson Center LLC | Delaware | |
| FSP One Legacy Circle LLC | Delaware | |
| FSP 0000 Xxxxxxx Xxxxxxxxx LLC | Delaware | |
| FSP Emperor Boulevard Limited Partnership | Delaware |
SCHEDULE 2.01
COMMITMENTS
AND APPLICABLE PERCENTAGES
| Lender | Commitment | Applicable Percentage | |
| Bank of America, N.A. | $100,000,000 | 16.666666667% | |
| RBS Citizens, National Association | $100,000,000 | 16.666666667% | |
| Regions Bank | $100,000,000 | 16.666666667% | |
| BBVA Compass | $85,000,000 | 14.166666667% | |
| PNC Bank, National Association | $55,000,000 | 9.166666667% | |
| U.S. Bank National Association | $50,000,000 | 8.333333333% | |
| Capital One, N.A. | $35,000,000 | 5.833333333% | |
| Branch Banking and Trust Company | $25,000,000 | 4.166666667% | |
| Comerica Bank | $25,000,000 | 4.166666667% | |
| TD Bank, N.A. | $25,000,000 | 4.166666667% | |
| Total | $600,000,000 | 100.000000000% |
SCHEDULE 10.02
ADMINISTRATIVE AGENT’S OFFICE;
CERTAIN ADDRESSES FOR NOTICES
BORROWERS:
x/x Xxxxxxxx Xxxxxx Properties Corp.
000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxxxxx 00000-0000
Attention: Chief Financial Officer
Telephone: (000) 000-0000 [(000) 000-0000]
Facsimile: (000) 000-0000
Electronic Mail: xxxxxxxxx@xxxxxxxxxxxxxxxxxxxxxxxx.xxx
With an electronic mail copy to: xxxxxxxxx@xxxxxxxxxxxxxxxxxxxxxxxx.xxx, xxxxxxx@xxxxxxxxxxxxxxxxxxxxxxxx.xxx, xxxxxxx@xxxxxxxxxxxxxxxxxxxxxxxx.xxx, xxxxxxxxx@xxxxxxxxxxxxxxxxxxxxxxxx.xxx
| With a copy to: | WilmerHale |
| 00 Xxxxx Xxxxxx | |
| Xxxxxx, Xxxxxxxxxxxxx 00000 | |
| Attention: Xxxxxxx Xxxxxx, Esq. | |
| Telephone: (000) 000-0000 | |
| Telecopier: (000) 000-0000 | |
| Electronic Mail: xxxxxxx.xxxxxx@xxxxxxxxxx.xxx |
[Administrative Agent; L/C Issuer and Swing Line Lender addresses on following page(s)]
ADMINISTRATIVE AGENT:
Administrative Agent’s Office
(for payments and Requests for Borrowings):
Bank of America, N.A.
000 Xxxxxxxx Xxxxxx
MA1 000-00-00
Xxxxxx, XX 00000
Attn: Xxxxxxxxx Xxxx
Telephone: 000 000-0000
Telecopier : 000 000-0000
Electronic Mail: xxxxxxxxx.xxxx@xxxx.xxx
And
Bank of America, N.A.
000 Xxxxxxxx Xxxxxx
MA1 000-00-00
Xxxxxx, XX 00000
Attn: Xxxxx X. X’Xxxxxx
Telephone: 000 000-0000
Telecopier : 000 000-0000
Electronic Mail: clare.m.o’xxxxxx@xxxx.xxx
ABA #0000-0000-0
GL#1366211723000
Account Name: GA incoming Wire Account
Reference: Franklin Street Properties/ Obligor #656275
Attn: Xxxxxxxxx Xxxx/ Xxxxxxx Xxxxx
Other Notices as Administrative Agent:
Bank of America, N.A.
000 Xxxxxxxx Xxxxxx
MA1 000-00-00
Xxxxxx, XX 00000
Attn: Xxxxxxxxx Xxxx
Telephone: 000 000-0000
Telecopier : 000 000-0000
Electronic Mail: xxxxxxxxx.xxxx@xxxx.xxx
And
Bank of America, N.A.
000 Xxxxxxxx Xxxxxx
MA1 000-00-00
Xxxxxx, XX 00000
Attn: Xxxxx X. X’Xxxxxx
Telephone: 000 000-0000
Telecopier : 000 000-0000
Electronic Mail: clare.m.o’xxxxxx@xxxx.xxx
| With a copy to: | Goulston & Storrs, PC | |
| 000 Xxxxxxxx Xxxxxx | ||
| Xxxxxx, Xxxxxxxxxxxxx 00000 | ||
| Attention: Xxxxx Xxxxxx, Esq. | ||
| Telephone: (000) 000-0000 | ||
| Telecopier: (000) 000-0000 | ||
| Electronic Mail: xxxxxxx@xxxxxxxxxxxxxx.xxx |
L/C ISSUER:
Bank of America, N.A.
000 Xxxxxxxx Xxxxxx
MA1 000-00-00
Xxxxxx, XX 00000
Attn: Xxxxxxxxx Xxxx
Telephone: 000 000-0000
Telecopier : 000 000-0000
Electronic Mail: xxxxxxxxx.xxxx@xxxx.xxx
And
Bank of America, N.A.
000 Xxxxxxxx Xxxxxx
MA1 000-00-00
Xxxxxx, XX 00000
Attn: Xxxxx X. X’Xxxxxx
Telephone: 000 000-0000
Telecopier : 000 000-0000
Electronic Mail: clare.m.o’xxxxxx@xxxx.xxx
| With a copy to: | Goulston & Storrs, PC | |
| 000 Xxxxxxxx Xxxxxx | ||
| Xxxxxx, Xxxxxxxxxxxxx 00000 | ||
| Attention: Xxxxx Xxxxxx, Esq. | ||
| Telephone: (000) 000-0000 | ||
| Telecopier: (000) 000-0000 | ||
| Electronic Mail: xxxxxxx@xxxxxxxxxxxxxx.xxx |
SWING LINE LENDER:
Bank of America, N.A.
000 Xxxxxxxx Xxxxxx
MA1 000-00-00
Xxxxxx, XX 00000
Attn: Xxxxxxxxx Xxxx
Telephone: 000 000-0000
Telecopier : 000 000-0000
Electronic Mail: xxxxxxxxx.xxxx@xxxx.xxx
And
Bank of America, N.A.
000 Xxxxxxxx Xxxxxx
MA1 000-00-00
Xxxxxx, XX 00000
Attn: Xxxxx X. X’Xxxxxx
Telephone: 000 000-0000
Telecopier : 000 000-0000
Electronic Mail: clare.m.o’xxxxxx@xxxx.xxx
ABA #0000-0000-0
GL#1366211723000
Account Name: GA incoming Wire Account
Reference: Franklin Street Properties/ Obligor #656275
Attn: Xxxxxxxxx Xxxx/ Xxxxxxx Xxxxx
| With a copy to: | Goulston & Storrs, PC | |
| 000 Xxxxxxxx Xxxxxx | ||
| Xxxxxx, Xxxxxxxxxxxxx 00000 | ||
| Attention: Xxxxx Xxxxxx, Esq. | ||
| Telephone: (000) 000-0000 | ||
| Telecopier: (000) 000-0000 | ||
| Electronic Mail: xxxxxxx@xxxxxxxxxxxxxx.xxx |
LENDERS:
Bank of America, N.A.
000 Xxxxxxxx Xxxxxx
MA1 000-00-00
Xxxxxx, XX 00000
Attn: Xxxxxxxxx Xxxx
Telephone: 000 000-0000
Telecopier : 000 000-0000
Electronic Mail: xxxxxxxxx.xxxx@xxxx.xxx
And
Bank of America, N.A.
000 Xxxxxxxx Xxxxxx
MA1 000-00-00
Xxxxxx, XX 00000
Attn: Xxxxx X. X’Xxxxxx
Telephone: 000 000-0000
Telecopier : 000 000-0000
Electronic Mail: clare.m.o’xxxxxx@xxxx.xxx
| With a copy to: | Goulston & Storrs, PC | |
| 000 Xxxxxxxx Xxxxxx | ||
| Xxxxxx, Xxxxxxxxxxxxx 00000 | ||
| Attention: Xxxxx Xxxxxx, Esq. | ||
| Telephone: (000) 000-0000 | ||
| Telecopier: (000) 000-0000 | ||
| Electronic Mail: xxxxxxx@xxxxxxxxxxxxxx.xxx |
RBS Citizens, National Association
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxx Xxxxxxx
Telephone: 000 000-0000
Telecopier : 000 000-0000
Electronic Mail: Xxxx.X.Xxxxxxx@Xxxxxxxxxxxx.xxx
BBVA Compass
0000 X. Xxxxxxx Xxxx, Xxx. 000
Xxxxxx, Xxxxx 00000
Attn: Xxxxxxx Xxxxxxxx
Telephone: 000-000-0000
Telecopier: 000 000-0000
Electronic Mail: Xxxxx.Xxxxxxxx@xxxxxxxxxxx.xxx
PNC Bank, National Association
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxx
Telephone: 000 000-0000
Telecopier: 000 000-0000
Electronic Mail: Xxxxxx.xxxxx@xxx.xxx
Regions Bank
0000 Xxxxxxxxx Xxxx XX, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxx X. Xxxxxx
Telephone: 000 000-0000
Telecopier: 000 000-0000
Electronic Mail: Xxxx.Xxxxxx@Xxxxxxx.xxx
U.S. Bank National Association
EX-MA-P29
Xxx Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxx X. Xxxxxx/ Xxxx Xxxx
Telephone: 000 000-0000
Telephone: 000 000-0000
Telecopier: 000 000-0000
Electronic Mail: xxxx.xxxxxx@xxxxxx.xxx
Electronic Mail: xxxx.xxxx@xxxxxx.xxx
Capital One, N.A.
Xxx Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxxxx Xxxxxxxxx
Telephone: 000 000-0000
Telecopier: 000 000-0000
Electronic Mail: Xxxxxxxx.Xxxxxxxxx@xxxxxxxxxxxxxx.xxx
Branch Banking and Trust Company
000 X. Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx Xxxxx, Xxxxx Xxxxxxxx 00000
Attn: Ahaz Xxxxxxxxx
Telephone: 000 000-0000
Telecopier: 000 000-0000
Electronic Mail: Xxxx.xxxxxxxxx@xxxxxx.xxx
TD Bank, N.A.
000 Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxx Xxxxxxxxxx
Telephone: 000 000 0000
Telecopier : 000 000 0000
Electronic Mail: xxxx.xxxxxxxxxx@xxxxxxxxxxx.xxx
Comerica Bank
0000 Xxxxxx Xx. XX0000
Xxxxxx Xxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx
Telephone: 000 000 0000
Telecopier: 000 000 0000
Electronic Mail: xxxxxxxxx@xxxxxxxx.xxx
