FIRST AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.3
EXECUTION VERSION
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 29, 2022, is made by and between JBG XXXXX PROPERTIES LP, a limited partnership formed under the laws of the State of Delaware (“Borrower”), the Banks party hereto (the “Banks”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (“Administrative Agent”).
WHEREAS, Borrower, Administrative Agent and the financial institutions initially a signatory to the Existing Credit Agreement (as defined below) together with their successors and assigns under Section 12.05 of the Existing Credit Agreement have entered into that certain Credit Agreement dated as of January 14, 2022 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”; capitalized terms used herein and not defined herein have the meanings provided in the Existing Credit Agreement as amended by this Amendment (the “Amended Credit Agreement”));
WHEREAS, Borrower has requested that Administrative Agent and Banks amend certain terms and conditions of the Existing Credit Agreement as described herein; and
WHEREAS, Administrative Agent and the Banks party to this Amendment have agreed to so amend certain terms and conditions of the Existing Credit Agreement to make certain agreed upon modifications on the terms and conditions set forth below in this Amendment.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:
“Benchmark” means, initially, (a) with respect to any Term SOFR Loan, the Term SOFR Reference Rate and (b) with respect to any Daily SOFR Loan, the Daily Effective SOFR Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate, the Daily Effective SOFR Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.10(c)(i).
“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, the Crimea
Region of Ukraine, the so-called Donetsk People’s Republic or Luhansk People’s Republic regions of Ukraine, Cuba, Iran, North Korea and Syria).
“Term SOFR Adjustment” means, for any calculation with respect to a Base Rate Loan or a SOFR Loan, a 0.10% per annum for each type of such Loan.
If to Administrative Agent under Article II:
Xxxxx Fargo Bank, National Association
CRE Agency Services
000 Xxxxx 0xx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxxxx
Telecopier: 000-000-0000
Telephone: 000-000-0000
Email: Xxxxxxx.Xxxxxxxxxx@xxxxxxxxxx.xxx
and
Xxxxx Fargo Bank, National Association
000 X. Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxx
Telephone: (000) 000-0000
Email: Xxxxxxx.x.xxxxx@xxxxxxxxxx.xxx
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Administrative Agent shall notify in writing Borrower and the Banks of the effectiveness of this Amendment, and such notice shall be conclusive and binding.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their authorized officers all as of the day and year first above written.
BORROWER:
JBG XXXXX PROPERTIES LP
By:JBG XXXXX Properties,
a Maryland real estate investment trust,
its General Partner
By: ____/s/_M. Moina Banerjee_______
Name: M. Xxxxx Xxxxxxxx
Title: Chief Financial Officer
Signature Page to First Amendment to Credit Agreement
JBG Xxxxx Properties
XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent and a Bank
Signature Page to First Amendment to Credit Agreement
JBG Xxxxx Properties
BANK OF AMERICA, N.A.,
as a Bank
Signature Page to First Amendment to Credit Agreement
JBG Xxxxx Properties
CAPITAL ONE, NATIONAL ASSOCIATION,
as a Bank
Signature Page to First Amendment to Credit Agreement
JBG Xxxxx Properties
PNC BANK, NATIONAL ASSOCIATION,
as a Bank
Signature Page to First Amendment to Credit Agreement
JBG Xxxxx Properties
CITIZENS BANK, N.A.,
as a Bank
Signature Page to First Amendment to Credit Agreement
JBG Xxxxx Properties
TD BANK, N.A.,
as a Bank
Signature Page to First Amendment to Credit Agreement
JBG Xxxxx Properties
U.S. BANK NATIONAL ASSOCIATION,
as a Bank
Signature Page to First Amendment to Credit Agreement
JBG Xxxxx Properties
REGIONS BANK,
as a Bank
Signature Page to First Amendment to Credit Agreement
JBG Xxxxx Properties
TRUIST BANK,
as a Bank
Signature Page to First Amendment to Credit Agreement
JBG Xxxxx Properties
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
as a Bank
Signature Page to First Amendment to Credit Agreement
JBG Xxxxx Properties
UNITED BANK,
as a Bank
Signature Page to First Amendment to Credit Agreement
JBG Xxxxx Properties
FIFTH THIRD BANK, NATIONAL ASSOCIATION,
as a Bank
Signature Page to First Amendment to Credit Agreement
JBG Xxxxx Properties
XXXXXXX SACHS BANK USA,
as a Bank
Signature Page to First Amendment to Credit Agreement
JBG Xxxxx Properties
ASSOCIATED BANK, NATIONAL ASSOCIATION,
as a Bank
Signature Page to First Amendment to Credit Agreement
JBG Xxxxx Properties
LANDESBANK BADEN-WÜRTTEMBERG, NEW YORK BRANCH,
as a Bank
By: /s/ Xxxxxxxxx Xxxxx
Name: Xxxxxxxxx Xxxxx
Title: Managing Director
Signature Page to First Amendment to Credit Agreement
JBG Xxxxx Properties
ING CAPITAL LLC,
as a Bank
Signature Page to First Amendment to Credit Agreement
JBG Xxxxx Properties
THE BANK OF NOVA SCOTIA,
as a Bank
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Signature Page to First Amendment to Credit Agreement
JBG Xxxxx Properties
THE BANK OF NEW YORK MELLON,
as a Bank
Signature Page to First Amendment to Credit Agreement
JBG Xxxxx Properties
