Exhibit 10.14
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
This First Amendment (this "First Amendment") to Second Amended and
Restated Revolving Credit Agreement is made and entered into and has an
effective date as of the 20th day of September, 2000, by and among BOSTON
PROPERTIES LIMITED PARTNERSHIP ("BPLP") and the Subsidiaries of BPLP which are
listed on Schedule 1 (as amended in connection herewith and as such Schedule 1
may be amended from time to time) (BPLP and any such Subsidiary being
hereinafter referred to collectively as the "Borrower" unless referred to in
their individual capacities) to a certain Second Amended and Restated Revolving
Credit Agreement (as amended hereby, the "Credit Agreement") dated as of March
31, 2000, each having its principal place of business at 000 Xxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, FLEET NATIONAL BANK ("Fleet"), a national banking
association, having its principal place of business at Xxx Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 and certain other lending institutions (collectively
with Fleet, the "Banks") and FLEET NATIONAL BANK, as agent for itself and each
other Bank.
WHEREAS, the Borrower has requested that the Total Commitment under (and
as defined in) the Credit Agreement be increased by an aggregate amount equal to
$105,000,000;
WHEREAS, each of the Banks has agreed to permit such increase in the Total
Commitment on the terms and conditions set forth herein:
WHEREAS, Credit Lyonnais, New York Branch, Xxxxx Fargo Bank and Bankers
Trust Company have agreed to provide Commitments (as defined in the Credit
Agreement) to the Borrower in the aggregate amount equal to $105,000,000;
WHEREAS, in connection with the foregoing, the Borrower has requested
certain amendments to the Credit Agreement, as set forth herein.
NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and
valuable consideration by each of the parties hereto, the receipt and
sufficiency of which are hereby acknowledged, it is agreed as follows:
1. Capitalized terms used but not defined herein shall have the
respective meanings assigned to such terms in the Credit Agreement.
2. From and after the effective date hereof, (i) each of Credit
Lyonnais, New York Branch, Xxxxx Fargo Bank and Bankers Trust
Company shall be a Bank and a Co-Agent for all purposes under the
Credit Agreement and other Loan Documents, and (ii) the term Loan
Documents shall include
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this First Amendment to Second Amended and Restated Credit
Agreement, dated as of September 20, 2000, among the Borrower, the
Banks and the Agent.
3. The definition of "Revolving Credit Notes" contained in Section 1 of
the Credit Agreement is amended by deleting the reference to
"$500,000,000" contained therein, and by inserting in place thereof
the following new reference: "$605,000,000."
4. The definition of "Total Commitment" contained in Section 1 of the
Credit Agreement is amended by deleting the reference to
"$500,000,000" contained therein, and by inserting in place thereof
the following new reference: "$605,000,000."
5. Section 2.6 of the Credit Agreement is amended by adding the
following parenthetical at the end thereof: "(provided that as to
any Bank which is required to fund Revolving Credit Loans from its
head office located in the Pacific Time Zone (U.S.), the preceding
reference to `11:00 a.m.' shall be deemed to be a reference to `1:00
p.m.')".
6. Schedule 2 to the Credit Agreement is amended to read in its
entirety as set forth in Annex 1 hereto.
7. The Borrower hereby represents and warrants as follows:
(a) Representations in Credit Agreement. Both before and after
giving effect to this First Amendment, each of the representations
and warranties made by or on behalf of the Borrower, the Guarantor
or any of their respective Subsidiaries contained in the Credit
Agreement or any of the other Loan Documents, was true when made and
is true on and as of the date hereof with the same full force and
effect as if each of such representations and warranties had been
made on the date hereof and in this First Amendment, except (i) to
the extent of changes resulting from transactions contemplated or
not prohibited by the Credit Agreement or the other Loan Documents
and changes occurring in the ordinary course of business, and (ii)
to the extent that such representations and warranties relate
expressly to an earlier date.
(b) No Events of Default. No Default or Event of Default exists on
the date hereof (both before and after giving effect to this First
Amendment). Without limitation of the foregoing, after giving effect
to this First Amendment, there exists no Default or Event of Default
as a result of non-compliance with Sections 9 or 10 of the Credit
Agreement.
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(c) Binding Effect of Documents. This First Amendment has been duly
executed and delivered by the Borrower and is in full force and
effect as of the date hereof, and the agreements and obligations of
the Borrower contained herein constitute legal, valid and binding
obligations of the Borrower enforceable against the Borrower in
accordance with their respective terms. Revolving Credit Notes
(substantially in the form of Exhibit A to the Credit Agreement) in
favor of Credit Lyonnais, New York Branch, Xxxxx Fargo Bank and
Bankers Trust Company and the fee letter of even date herewith have
been duly executed and delivered by each Borrower and,
simultaneously with the closing of this First Amendment, shall be in
full force and effect as of the date hereof, and the agreements and
obligations of the Borrower contained herein and therein constitute
legal, valid and binding obligations of each of Borrower enforceable
against each Borrower in accordance with their respective terms.
8. Provisions of General Application.
(a) No Other Changes. Except as otherwise expressly provided by this
First Amendment, all of the terms, conditions and provisions of the
Credit Agreement and each of the other Loan Documents remain
unaltered. The Credit Agreement and this First Amendment shall be
read and construed as one agreement.
(b) Governing Law. This First Amendment is intended to take effect
as a sealed instrument and shall be deemed to be a contract under
the laws of the Commonwealth of Massachusetts. This First Amendment
and the rights and obligations of each of the parties hereto shall
be governed by and interpreted and determined in accordance with the
laws of the Commonwealth of Massachusetts.
(c) Binding Effect; Assignment. This First Amendment shall be
binding upon and inure to the benefit of each of the parties hereto
and their respective successors in title and assigns.
(d) Counterparts. This First Amendment may be executed in any number
of counterparts, but all such counterparts shall together constitute
but one and the same agreement. In making proof of this First
Amendment, it shall not be necessary to produce or account for more
than one counterpart thereof signed by each of the parties hereto.
(e) Conflict with Other Agreements. If any of the terms of this
First Amendment shall conflict in any respect with any of the terms
of any of the Credit Agreement or any other Loan Document, the terms
of this First Amendment shall be controlling.
-3-
(f) Conditions Precedent. The effectiveness of this First Amendment
is subject to the conditions precedent that:
(i) The Agent shall have received, in form and substance
satisfactory to it, a fully executed original of (a) this
First Amendment, (b) the new Revolving Credit Notes in favor
of Credit Lyonnais, New York Branch, Xxxxx Fargo Bank and
Bankers Trust Company, respectively, from each Borrower, (c)
the fee letter of even date herewith relating to the fees
payable by the Borrower in connection with this First
Amendment, and (d) the certificate required to be delivered by
Section 8.14 (relating to removal of a Borrower), with such
certificate to take into account the increase in the Total
Commitment contained herein;
(ii) The Agent and the Banks shall have received satisfactory
legal opinions from counsel to the Borrower with respect to
this First Amendment and the new Revolving Credit Notes; and
(iii) Borrower shall have paid to the Agent all fees required
to be paid by the fee letter entered into by the Borrower and
the Agent on the date hereof.
[Remainder of page intentionally left blank]
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WITNESS the execution hereof, under seal, as of the day and year first
written above.
FLEET NATIONAL BANK,
individually and as Managing Administrative
Agent*
By: ____________________________
Name:
Title:
CREDIT LYONNAIS, NEW YORK BRANCH
By: ____________________________
Name:
Title:
XXXXX FARGO BANK
By: ____________________________
Name:
Title:
BANKERS TRUST COMPANY
By: ____________________________
Name:
Title:
--------
* The Managing Administrative Agent has received Unanimous Bank Approval for the
amendments contained in this First Amendment.
-5-
00 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX**
XXX-XXX TRUST
By: Boston Properties Limited Partnership,
its beneficiary
By: Boston Properties, Inc., its
general partner
By:___________________(SEAL)
Xxxxx Xxx
Chief Financial Xxxxxxx
Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxx, XX
ZEE EM TRUST II
By: Boston Properties Limited Partnership,
its beneficiary
By: Boston Properties, Inc., its
general partner
By:___________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
--------
** The designation of the specific Real Estate Asset or Assets owned by any
signatory to this Agreement or any other Loan Document is for informational
purposes only and does not in any way limit the joint and several liability of
each Borrower, for so long as it is a Borrower, for the Obligations.
-6-
000 Xxxxxx Xxxxxx, Xxxxxxx, XX
WP TRUST
By: Boston Properties Limited Partnership,
its beneficiary
By: Boston Properties, Inc., its
general partner
By:___________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
000 Xxxxxx Xxxx, Xxxxxxx, XX
TRACER LANE TRUST II
By: Boston Properties Limited Partnership,
its beneficiary
By: Boston Properties, Inc., its
general partner
By:___________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
00 Xxxxxx Xxxxxx, Xxxxxxxxx, XX
HAYDEN OFFICE TRUST
By: Boston Properties Limited Partnership,
its beneficiary
By: Boston Properties, Inc., its
general partner
By:___________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
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Lexington Office Park, 000-000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, XX
ELANDZEE TRUST
By: Boston Properties Limited Partnership,
its beneficiary
By: Boston Properties, Inc., its
general partner
By:___________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
00-00 Xxxxxxx Xxxxxx, Xxxxxxxx, XX
00-00 XXXXXXX XXXXXX TRUST
By: Boston Properties Limited Partnership,
its beneficiary
By: Boston Properties, Inc., its
general partner
By:___________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
-8-
00 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX
ZEE BEE TRUST II
By: Boston Properties Limited Partnership,
its beneficiary
By: Boston Properties, Inc., its
general partner
By:___________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
Xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX
ONE CAMBRIDGE CENTER TRUST
By: Boston Properties Limited Partnership,
its beneficiary
By: Boston Properties, Inc., its
general partner
By:___________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
Three Cambridge Center, Cambridge, MA
THREE CAMBRIDGE CENTER TRUST
By: Boston Properties Limited Partnership,
its beneficiary
By: Boston Properties, Inc., its
general partner
By:___________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
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Eleven Cambridge Center, Cambridge, MA
ELEVEN CAMBRIDGE CENTER TRUST
By: Boston Properties Limited Partnership,
its beneficiary
By: Boston Properties, Inc., its
general partner
By:___________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
Fourteen Cambridge Center, Cambridge, MA
FOURTEEN CAMBRIDGE CENTER TRUST
By: Boston Properties Limited Partnership,
its beneficiary
By: Boston Properties, Inc., its
general partner
By:___________________(SEAL)
Xxxxx Xxx
Chief Financial Xxxxxxx
-00-
000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X.
SCHOOL STREET ASSOCIATES LIMITED
PARTNERSHIP
By: Boston Properties LLC, its sole general
partner
By: Boston Properties Limited
Partnership, its managing member
By: Boston Properties, Inc., its
general partner
By:______________(SEAL)
Xxxxx Xxx
Chief Financial Officer
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1950 Stanford Court, Building One (MD 1),
Landover, MD
MARYLAND 50 BUILDING I ASSOCIATES
LIMITED PARTNERSHIP
By: Boston Properties LLC, its general partner
By: Boston Properties Limited
Partnership, its managing member
By: Boston Properties, Inc., its
general partner
By:___________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
6201 Columbia Park Road, Building Two (MD2),
Landover, MD
MARYLAND 50 BUILDING II ASSOCIATES
LIMITED PARTNERSHIP
By: Boston Properties LLC, its general partner
By: Boston Properties Limited
Partnership, its managing member
By: Boston Properties, Inc., its
general partner
By:___________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
-12-
2000 South Club Drive, Building Three (MD3),
Landover, MD
MARYLAND 50 BUILDING III ASSOCIATES
LIMITED PARTNERSHIP
By: Boston Properties LLC, its general partner
By: Boston Properties Limited
Partnership, its managing member
By: Boston Properties, Inc., its
general partner
By:___________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
Long Wharf Marriott, Boston, MA
DOWNTOWN BOSTON PROPERTIES TRUST
By: Boston Properties Limited Partnership,
its beneficiary
By: Boston Properties, Inc., its
general partner
By:___________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
-00-
Xxxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxx, XX
TWO CAMBRIDGE CENTER TRUST
By: Boston Properties Limited Partnership,
its beneficiary
By: Boston Properties, Inc., its
general partner
By:___________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
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000 Xxxxxxx Xxxx, Xxxxxxxxxxxx, XX
TECH PARK 270 LIMITED PARTNERSHIP
By: Boston Properties
LLC, its general partner
By: Boston Properties Limited
Partnership, its Managing Member
By: Boston Properties, Inc., its
general partner
By:______________(SEAL)
Xxxxx Xxx
Chief Financial Officer
000 Xxxxxxx Xxxx, Xxxxxxxxxxxx, XX
TECH PARK 270 PHASE III LIMITED
PARTNERSHIP
By: Boston Properties
LLC, its general partner
By: Boston Properties Limited
Partnership, its Managing Member
By: Boston Properties, Inc., its
general partner
By:______________(SEAL)
Xxxxx Xxx
Chief Financial Officer
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Decoverly Two, Rockville, MD
DECOVERLY TWO LIMITED PARTNERSHIP
By: Boston Properties
LLC, its general partner
By: Boston Properties Limited
Partnership, its Managing Member
By: Boston Properties, Inc., its
general partner
By:______________(SEAL)
Xxxxx Xxx
Chief Financial Officer
The Xxxxxxx Building, 111 Market Place,
Baltimore, MD
XXXXXXX ASSOCIATES L.L.C.
By: Boston Properties, Inc., its managing
member
By:_____________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX
CARNEGIE CENTER ASSOCIATES
By: Boston Properties Limited Partnership, its
general partner
By: Boston Properties, Inc., its general
partner
By:______________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
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000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX
CARNEGIE CENTER ASSOCIATES
By: Boston Properties Limited Partnership, its
general partner
By: Boston Properties, Inc., its general
partner
By:_____________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX
210 ASSOCIATES LIMITED PARTNERSHIP
By: Boston Properties LLC, its general partner
By: Boston Properties Limited Partnership,
its managing member
By: Boston Properties, Inc., its general
partner
By:___________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
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000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX
211 ASSOCIATES LIMITED PARTNERSHIP
By: Boston Properties LLC, its general partner
By: Boston Properties Limited Partnership,
its managing member
By: Boston Properties, Inc., its general
partner
By:___________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
Xxxxxxxxx Xxxxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX
CAMBRIDGE CENTER NORTH TRUST
By: Boston Properties Limited Partnership, its
beneficiary
By: Boston Properties, Inc., its general
partner
By:___________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
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000 Xxxxxx Xxxxxx, Xxxxxxxxx, XX
000 XXXXXX XXXXXX TRUST
By: Boston Properties Limited Partnership, its
beneficiary
By: Boston Properties, Inc., its general
partner
By:____________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
9509 Key West Avenue, Decoverly Seven,
Rockville, MD
DECOVERLY SEVEN LIMITED PARTNERSHIP
By: Boston Properties LLC, its general partner
By: Boston Properties Limited Partnership,
its managing member
By: Boston Properties, Inc., its general
partner
By:__________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
-00-
Xxx Xxxxx Xxxxxx, Xxxx Xxxxxxxxx, XX
SCV PARTNERS
By: Boston Properties Limited Partnership, a
general partner
By: Boston Properties, Inc., its general
partner
By:____________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
000 Xxxx Xxxxxx, Xxxxxxx, XX
00-00 Xxxxxxxxx Xxxxxx, Xxxxxxxx, XX
0000 Xxxxxx Xxxxxxxxx, Xxxxxxxx Xxx,
Xxxxxxxxxxx, XX
0000 Xxxxxx Xxxxxxxxx, Xxxxxxxx Xxx,
Xxxxxxxxxxx, XX
0000 Xxxxxx Xxxxxxxxx, Xxxxxxxx Xxxx,
Xxxxxxxxxxx, XX
0000 Xxxxxxxx Xxxxx, Xxxxxxxx Xxxx,
Xxxxxxxxxxx, XX
0000 Xxxxxxxxx, Xxxxxxxx Xxx,
Xxxxxxxxxxx, XX
0000 Xxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx,
Xxxxxxxxxxx, XX
0000 Xxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx,
Xxxxxxxxxxx, XX
0000 Xxxxxx Xxxxxxxxx, Xxxxxxxx Xxxx,
Xxxxxxxxxxx, XX
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0000 Xxxxxx Xxxxxxxxx, Xxxxxxxx Xxx,
Xxxxxxxxxxx, XX
0000 Xxxxxxxxx Xxxxx, Xxxxxxxx Xxxxxx,
Xxxxxxxxxxx, XX
0000 Xxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxxx,
Xxxxxxxxxxx, XX
00 Xxxxx Xxxxxxxxx, Xxxxx Xxxxxx, XX
0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, XX
000 Xxxxxxx Xxxxxxx (Xxxxxxxxx X),
Xxxxxxx, XX
000 Xxxxxxx Xxxxxxx (Xxxxxxxxx XX),
Xxxxxxx, XX
000 Xxxxxxxxx Xxxx, Xxxxxxxxx, XX
Fullerton Square, Springfield, VA
The Arboretum, 00000 Xxxxxxx Xxxxxx Xxxxx,
Xxxxxx, XX
000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX
Residence Inn, Cambridge, MA
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Decoverly Three, 00000 Xxxxx Xxxxx, Xxxxxxxxx,
XX
0000 Xxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx,
Xxxxxxxxxxx, XX
000 Xxxx Xxxxxx, Xxxxxxx, XX
BOSTON PROPERTIES LIMITED PARTNERSHIP
By: Boston Properties, Inc., its sole general
partner
By:_________________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
ACKNOWLEDGED AND AGREED:
BOSTON PROPERTIES, INC.
By:_________________________(SEAL)
Xxxxx Xxx
Chief Financial Officer
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ANNEX 1
SCHEDULE 2
Bank Commitment Amount Commitment Percentage
---- ----------------- ---------------------
Fleet National Bank $ 82,000,000 13.55%
Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Bank of America, N.A. $ 81,500,000 13.47%
MD2-600-06-14
0000 Xxxx Xxxxx Xxxxx
0xx Xxxxx
Xxxxxxxx, XX 00000
Commerzbank AG, New York Branch and Grand $ 81,500,000 13.47%
Cayman Branch
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
PNC Bank, National Association $ 40,000,000 6.61%
One PNC Plaza
000 Xxxxx Xxxxxx
Mail Stop P1-P0PP-19-2
Xxxxxxxxxx, XX 00000
The Bank of New York $ 35,000,000 5.79%
Xxx Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Bayerische Hypo- Und Vereinsbank AG, New York $ 40,000,000 6.61%
Branch
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000-0000
The Chase Manhattan Bank $ 20,000,000 3.30%
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
S-1
Bank Commitment Amount Commitment Percentage
---- ----------------- ---------------------
KeyBank $ 40,000,000 6.61%
000 Xxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Dresdner Bank AG, New York and Grand Xxxxxx $ 35,000,000 5.79%
Branches
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Citizens Bank $ 25,000,000 4.13%
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Summit Bank $ 20,000,000 3.30%
Commerce Center
0000 Xxxxxx Xxxxxx Xxxx
Xxxxxx Xxxx, XX 00000
Credit Lyonnais, New York Branch $ 35,000,000 5.79%
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Xxxxx Fargo Bank $ 35,000,000 5.79%
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
Bankers Trust Company $ 35,000,000 5.79%
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
TOTAL $605,000,000 100%
S-2
