EXHIBIT 4.4
FIRST AMENDMENT TO UNSECURED
REVOLVING CREDIT AGREEMENT
This FIRST AMENDMENT TO UNSECURED REVOLVING CREDIT AGREEMENT (this
"Amendment") is made as of this 19th day of June, 1998 by and among GREAT LAKES
REIT, L.P., a Delaware limited partnership ("Borrower"), BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION ("Bank of America"), individually and as
Administrative Agent, THE FIRST NATIONAL BANK OF CHICAGO ("First Chicago"),
individually and as Documentation Agent, DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES ("Dresdner"), U. S. BANK NATIONAL ASSOCIATION ("US Bank") and
LASALLE NATIONAL BANK ("LaSalle").
A. Borrower, Bank of America, First Chicago, Dresdner, US Bank and
LaSalle are parties to an Unsecured Revolving Credit Agreement dated as of April
6, 1998 (the "Original Credit Agreement"). All capitalized terms used in this
Amendment and not otherwise defined herein shall have the meanings ascribed to
such terms in the Original Credit Agreement.
B. Pursuant to the terms of the Original Credit Agreement, the Lenders
agreed to provide Borrower with a revolving credit facility in an aggregate
principle amount of up to $150,000,000. The parties hereto desire to amend the
Original Credit Agreement in order to, among other things, modify certain
financial covenants contained therein.
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 are hereby incorporated into
and made a part of this Amendment.
2. From and after the Effective Date, as defined below, the undersigned
agree that if Borrower falls out of compliance with the Pre-existing Covenants,
as defined below, then commencing as of the date the first such non-compliance
occurs and continuing only until the earlier of (i) 180 days after the Effective
Date, and (ii) the date on which Borrower comes back into compliance with both
(a) Consolidated Total Indebtedness is less than or equal to 50% of the Gross
Asset Value, and (b) Consolidated Unsecured Debt is less than or equal to 50% of
the Value of Unencumbered Assets (such covenants being referred to jointly, as
the "Pre-existing Covenants"):
a) Section 7.2 of the Original Credit Agreement shall be deemed to
have been deleted in its entirety and replaced with the following:
"7.2 MAXIMUM CONSOLIDATED LEVERAGE RATIO. As
of the end of any fiscal quarter, permit Consolidated Total
Indebtedness to exceed 55% of The Gross Asset Value."
b) Section 7.5 of the Original Credit Agreement shall be deemed to
have been deleted in its entirety and replace with the following:
"7.5 MAXIMUM UNENCUMBERED ASSET COVERAGE RATIO. As of the end of
any fiscal quarter, permit Consolidated Unsecured Debt to exceed
55% of the Value of Unencumbered Assets."
From and after the earlier of (a) 180 days after the Effective Date, and (b) the
date on which Borrower comes back into compliance with the Pre-existing
Covenants, all of the provisions of this Section 2 shall be automatically null
and void.
3. The "Effective Date" shall be the date on which all of the following
conditions shall have been fulfilled (or waived by the Lenders):
a) no Default or Event of Default then exists;
b) Borrower shall have executed and delivered, or caused to be
executed and delivered, to Administrative Agent (i) a certificate
dated as of the Effective Date signed by Borrower and Great Lakes
REIT, Inc. ("General Partner") representing and warranting that (w)
the Loan Documents are then in full force and effect and that, to the
best of their knowledge, Borrower and General Partner then have no
defenses or offsets to, or claims or counterclaims relating to, their
obligations under the Loan Documents; (x) each of the representations
and warranties contained in the Original Credit Agreement are true and
correct, as and to the extent set forth in the Original Credit
Agreement, (y) no Default or Event of Default has occurred and is
continuing under the Loan Documents; and (z) no change in the
financial condition of Borrower or the General Partner that would have
a Material Adverse Effect has occurred since December 31, 1997; (ii) a
certificate or certificates dated as of the Effective Date signed by a
Qualified Officer of Borrower and each Guarantor that no changes have
been made to the organizational documents or incumbency certificate of
the Borrower or such Guarantor since the date of the Original Credit
Agreement (or attaching certified copies of such changes); and (iii)
opinions of counsel regarding the due authorization and enforceability
of this Amendment and each Amendment to Guaranty, together with
supporting resolutions and other evidence of authority, all
satisfactory to the Administrative Agent;
c) Each Guarantor shall have executed and delivered to
Administrative Agent a First Amendment to Guaranty in the form
attached hereto as EXHIBIT A.
d) Borrower shall have paid to Administrative Agent the fees
specified in the side letter of even date herewith between Borrower
and Administrative Agent.
If the Effective Date has not occurred by June 30, 1998, either Borrower or
Administrative Agent may elect to terminate this Amendment whereupon this
Amendment and all First Amendments to Guaranty shall have no further force or
effect and the Original Credit Agreement and Guaranties shall continue as if
such amendments have not been executed.
4. From and after the Effective Date, and continuing only until the
earlier of (i) 180 days after the Effective Date, and (ii) the date on which
Borrower comes into compliance with the Pre-existing Covenants, Section 2.6 of
the Original Credit Agreement shall be amended by deleting the table contained
therein in its entirety, and replacing such table with the following table:
--------------------------------------------------------------------------------
APPLICABLE APPLICABLE
MARGIN-LIBOR MARGIN-BASE
LEVERAGE RATIO ADVANCES RATE ADVANCES
--------------------------------------------------------------------------------
less than or equal to 35% 1 percent 0 percent
--------------------------------------------------------------------------------
greater than 35% but less than 1.15 percent 0 percent
or equal to 45%
--------------------------------------------------------------------------------
greater than 45%, but less 1.30 percent .15 percent
than or equal to 50%
--------------------------------------------------------------------------------
greater than 50%, but not to 1.45 percent .20 percent
exceed 55%
--------------------------------------------------------------------------------
5. Except as specifically modified hereby, the Original Credit Agreement
is and remains unmodified and in full force and effect and is hereby ratified
and confirmed. All references in the Loan Documents to the "Agreement," the
"Credit Agreement" or the "Revolving Credit Agreement" henceforth shall be
deemed to refer to the Original Credit Agreement as amended by this Amendment.
Borrower hereby remakes as of the date hereof and as of the Effective Date each
of its representations and warranties contained in the Original Credit Agreement
(including, without limitation, those contained in Article VI thereof).
6. 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. This
Amendment shall be construed in accordance with the internal laws (and not the
law of conflicts) of the State of Illinois, but given effect to federal laws
applicable to national banks. This Amendment shall be effective when it has
been executed by Borrower, Administrative Agent and each other Lender, and each
Party has notified Administrative Agent by telecopy or telephone that it has
taken such action.
IN WITNESS WHEREOF, the Borrower the Lenders and the Administrative Agent
have executed this Amendment as of the date first above written.
GREAT LAKES REIT, L.P.
By: Great Lakes REIT, Inc., its General Partner
By:______________________________________
Print Name:_______________________________
Title:____________________________________
000 Xxxxxxxx Xxxxx
Xxxxx 000
Xxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Commitments: Facsimile: (000) 000-0000
-----------
$30,000,000 BANK OF AMERICA NATIONAL TRUST
----------- AND SAVINGS ASSOCIATION, individually and as
20% of Aggregate Administrative Agent
Commitment
By:____________________________________
Print Name:_____________________________
Title:__________________________________
Commercial Real Estate Services
000 Xxxxx XxXxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
$30,000,000 THE FIRST NATIONAL BANK OF CHICAGO,
----------- individually and as Documentation Agent
20% of Aggregate
Commitment
By:_________________________________
Print Name:__________________________
Its:_________________________________
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
$30,000,000 DRESDNER BANK AG, NEW YORK AND
----------- GRAND CAYMAN BRANCHES
20% of Aggregate
Commitment
By:_________________________________
Print Name:__________________________
Its:_________________________________
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 0000000
Attention: Xxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
$30,000,000 U. S. BANK NATIONAL ASSOCIATION
-----------
20% of Aggregate
Commitment By:_________________________________
Commitment Print Name:__________________________
Its:_________________________________
000 Xxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
$30,000,000 LASALLE NATIONAL BANK
-----------
20% of Aggregate
Commitment By:________________________________
Commitment Print Name:_________________________
Its:________________________________
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxx X. Xxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
