AMENDMENT REGARDING INCREASE
EXHBIT 10.10
AMENDMENT REGARDING INCREASE
This Amendment to the Secured Credit Agreement (the “Agreement”) is made as of March 3, 2014, by and among XXXXX PROPERTIES, L.P. (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, as “Administrative Agent,” and one or more existing or new “Lenders” shown on the signature pages hereof.
R E C I T A L S
A. Borrower, Administrative Agent and certain other Lenders have entered into a Secured Credit Agreement dated as of November 22, 2013 (as amended, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Credit Agreement.
B. Pursuant to the terms of the Credit Agreement, the Lenders initially agreed to provide the Borrower with a revolving credit facility in an aggregate principal amount of up to $250,000,000 and a term credit facility in an aggregate principal amount of $260,000,000. The Borrower and the Administrative Agent on behalf of the Lenders now desire to amend the Credit Agreement in order to, among other things (i) increase the Aggregate Commitment to $545,000,000.00; (ii) increase the Aggregate Line Commitment to $285,000,000.00; and (iii) admit Credit Agricole Corporate And Investment Bank as a “Lender” under the Credit Agreement.
NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENTS
1. The foregoing Recitals to this Amendment hereby are incorporated into and made part of this Amendment.
2. From and after March 3, 2014 (the “Effective Date”) (i) Credit Agricole Corporate and Investment Bank shall be considered as a “Lender” under the Credit Agreement and the Loan Documents, and (ii) Barclays Bank Plc and Royal Bank of Canada shall each be deemed to have increased its respective Commitment to the amount shown next to their respective signatures on the signature pages of this Amendment, each having a Commitment in the amount shown next to their respective signatures on the signature pages of this Amendment. The Borrower shall, on or before the Effective Date, execute and deliver to each new Lender a Note to evidence the Loans to be made by such Lender.
3. From and after the Effective Date, the Aggregate Commitment shall equal Five Hundred Forty-Five Million Dollars ($545,000,000).
4. From and after the Effective Date, the Aggregate Revolving Commitment shall equal Two Hundred Eighty-Five Million Dollars ($285,000,000).
5. From and after the Effective Date, Schedule 1.1 of the Credit Agreement shall refer to Schedule 1.1 attached hereto and incorporated herein.
6. For purposes of Section 14.1 of the Credit Agreement (Giving Notice), the address(es) and facsimile number(s) for Credit Agricole Corporate and Investment Bank shall be as specified below their respective signature(s) on the signature pages of this Amendment.
7. The Borrower hereby represents and warrants that, as of the Effective Date, there is no Default or Event of Default, the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects as of such date.
8. As expressly modified as provided herein, the Credit Agreement shall continue in full force and effect.
9. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart.
[Remainder of Page Left Intentionally Blank.]
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above.
XXXXX PROPERTIES, L.P., a Delaware limited partnership
By: | Xxxxx XX, LLC, a Delaware limited liability company, its General Partner |
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
Address:
Xxxxx Properties, Inc.
c/x Xxxxx Properties, L.P.
0000 Xxxxxx xx Xxx Xxxxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: General Counsel
KEYBANK NATIONAL ASSOCIATION,
as Administrative Agent
By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
Title: Vice President
Address:
000 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxx
Facsimile: (216) 689-4997Revolving Commitment: $25,000,000.00 Term Commitment: $25,000,000.00 Total Commitment: $50,000,000.00 | CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK By: /s/ Xxxx Xxxxxx Name: Xxxx Jenner Title: Vice President By: /s/ Xxxxxxx Xxxxxxxxxxxx Name: Xxxxxxx Knickerbocker Title: Director Address: Credit Agricole XXX 0000 Xxx xx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 10019 Attention: Xxxxxxx Xxxxxxxxxxxxx |
Revolving Commitment: $39,300,000.00 Term Commitment: $23,200,000.00 Total Commitment: $62,500,000.00 | BARCLAYS BANK PLC By: /s/Xxxx Azachi Name:Xxxx Azachi Title:Vice President Barclays Bank XXX 000 0xx Xxxxxx Xxx Xxxx, XX 10019 Attention: Xxxxxx Xxxxx Barclays 70 Xxxxxx Street Jersey City, NJ 07302 Attention: US Loan Operations |
Revolving Commitment: $39,300,000.00 Term Commitment: $23,200,000.00 Total Commitment: $62,500,000.00 | ROYAL BANK OF CANADA By: /s/ Xxxxx Gross Name: Xxxxx Gross Title: Authorized Signatory Royal Bank of Xxxxxx 000 Xxxxx Xxxxxx Xxx Xxxx, XX 10281-8098 Attention: Xxxxx Xxxxx Royal Bank of Canada Loans Administration 20 King St W - 4th Fl South Tower, 12th Fl Toronto, ON M5H 1C4 Attention: Mhara Xxxxxxx |
SCHEDULE 1.1
LENDERS AND COMMITMENTS
Name and Address | Revolving Credit Commitment | Revolving Credit Commitment Percentage | Term Loan Commitment | Term Loan Commitment Percentage | Total Allocation | Total Allocation Aggregate Commitment Percentage |
KeyBank National Association 127 Public Square, 8th Floor Cleveland, OH 44114 Attention: Xxxxxx Mayers Telephone: (216) 689-0213 Facsimile: (000) 000-0000 | $39,200,000.00 | 13.75439% | $40,800,000.00 | 15.69230% | $80,000,000.00 | 14.67890% |
LIBOR Lending Office Same as Above | ||||||
Bank of America, N.A. 135 X. XxXxxxx Street IL4-135-06-11 Chicago, IL 60603 Attention: Xxxx X. Rafiq Telephone: (312) 828-4116 Facsimile: (000) 000-0000 | $39,200,000.00 | 13.75439% | $40,800,000.00 | 15.69230% | $80,000,000.00 | 14.67890% |
LIBOR Lending Office Same as Above | ||||||
Royal Bank of Xxxxxx 000 Xxxxx Xxxxxx Xxx Xxxx, XX 10281-8098 Attention: Xxxxx Gross Telephone: (212) 266-4047 Facsimile: (212) 428-6459 Royal Bank of Canada Loans Administration 20 King St W - 4th Fl South Tower, 12th Fl Toronto, ON M5H 1C4 Attention: Mhara Eugenio Telephone: (416) 974-0388 Facsimile (000) 000-0000 | $39,300,000.00 | 13.78947% | $23,200,000.00 | 8.92308% | $62,500,000.00 | 11.46790% |
LIBOR Lending Office Same as Above | ||||||
Barclays Bank PLC 745 7th Avenue New York, NY 10019 Attention: Xxxxxx Xxxxx Telephone: (212) 526-5851 Facsimile: (212) 526-5115 Barclays 70 Xxxxxx Street Jersey City, NJ 07302 Attention: US Loan Operations Telephone: (201) 499-0040 Facsimile: (000) 000-0000 | $39,300,000.00 | 13.78947% | $23,200,000.00 | 8.92308% | $62,500,000.00 | 11.46790% |
LIBOR Lending Office Same as Above | ||||||
U.S. Bank National Association 209 X. XxXxxxx Street Suite 210 Chicago, IL 60604 Attention: Xxxxxx X. Redpath Telephone: (312) 325-8875 Facsimile: (000) 000-0000 | $23,200,000.00 | 8.14035% | $46,800,000.00 | 18.00000% | $70,000,000.00 | 12.84404% |
LIBOR Lending Office Same as Above | ||||||
Fifth Third Bank 222 S Riverside Plaza MD: GRVR3B Chicago, IL 60606 Attention: Xxxxx Gehrig Telephone (312) 704-6206 Facsimile: (000) 000-0000 | $16,600,000.00 | 5.82456% | $33,400,000.00 | 12.84615% | $50,000,000.00 | 9.17431% |
LIBOR Lending Office Same as Above | ||||||
Credit Suisse AG, Cayman Islands Branch Eleven Madison Avenue New York, NY 10010 Attention: Xxxxxxx O'Daly Telephone: (212) 325-1986 Facsimile: (000) 000-0000 | $50,000,000.00 | 17.54386% | $0.00 | 0.00000% | $50,000,000.00 | 9.17431% |
LIBOR Lending Office Same as Above | ||||||
RBS Citizens, N.A. 340 Madison Avenue, 22nd Floor New York, NY 10173 Attention: Xxxxxxxx Hirshey Telephone: (000) 000-0000 | $13,200,000.00 | 4.63158% | 26,800,000.00 | 10.30769% | $40,000,000.00 | 7.33945% |
LIBOR Lending Office Same as Above | ||||||
Credit Agricole XXX 0000 Xxx xx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 10019 Attention: Xxxxxxx Knickerbocker Telephone: (000) 000-0000 | $25,000,000.00 | 8.77193% | $25,000,000.00 | 9.61538% | $50,000,000.00 | 9.17431% |
LIBOR Lending Office Same as Above | ||||||
TOTAL | $285,000,000 | 100.00% | $260,000,000.00 | 100.00% | $545,000,000.00 | 100.00% |
