FIRST AMENDMENT TO GLOBAL SENIOR CREDIT AGREEMENT DATED AS OF JUNE 27, 2006 among PROLOGIS and CERTAIN AFFILIATE BORROWERS, as Borrowers, BANK OF AMERICA, N.A., as Global Administrative Agent, Collateral Agent, U.S. Funding Agent, U.S. Swing Line...
Exhibit 10.1
Published CUSIP Number: 00000XXX0
U.S. $3,400,000,000 EQUIVALENT
FIRST AMENDMENT TO GLOBAL SENIOR CREDIT AGREEMENT
DATED AS OF JUNE 27, 2006
among
and
CERTAIN AFFILIATE BORROWERS,
as Borrowers,
as Borrowers,
BANK OF AMERICA, N.A.,
as Global Administrative Agent, Collateral Agent, U.S. Funding Agent, U.S. Swing Line Lender, and a
U.S. L/C Issuer,
as Global Administrative Agent, Collateral Agent, U.S. Funding Agent, U.S. Swing Line Lender, and a
U.S. L/C Issuer,
BANK OF AMERICA, N.A.,
acting through its Canada branch, as Canadian Funding Agent and a Canadian L/C Issuer,
acting through its Canada branch, as Canadian Funding Agent and a Canadian L/C Issuer,
ABN AMRO BANK N.V.,
as Global Syndication Agent, Euro Funding Agent, Euro Swing Line Lender,
and a Euro L/C Issuer,
as Global Syndication Agent, Euro Funding Agent, Euro Swing Line Lender,
and a Euro L/C Issuer,
SUMITOMO MITSUI BANKING CORPORATION,
as a Global Documentation Agent, Yen Tranche Bookrunner, KRW Tranche Bookrunner, Yen Funding
Agent, KRW Funding Agent, and a Yen L/C Issuer,
as a Global Documentation Agent, Yen Tranche Bookrunner, KRW Tranche Bookrunner, Yen Funding
Agent, KRW Funding Agent, and a Yen L/C Issuer,
BANK OF AMERICA, N.A.,
acting through its Shanghai Branch, as RMB Funding Agent,
acting through its Shanghai Branch, as RMB Funding Agent,
JPMORGAN CHASE BANK, N.A. and THE ROYAL BANK OF SCOTLAND PLC,
as Global Documentation Agents,
as Global Documentation Agents,
and
The Other Lenders Party Hereto
BANC OF AMERICA SECURITIES LLC and ABN AMRO BANK N.V.,
as Global Joint Lead Arrangers and Global Joint Book Runners
as Global Joint Lead Arrangers and Global Joint Book Runners
FIRST AMENDMENT TO
GLOBAL SENIOR CREDIT AGREEMENT
GLOBAL SENIOR CREDIT AGREEMENT
THIS FIRST AMENDMENT TO GLOBAL SENIOR CREDIT AGREEMENT (this “Amendment”) is entered into as
of June 27, 2006 among PROLOGIS, a Maryland real estate investment trust (“ProLogis”), the other
Borrowers listed on the signature pages hereof, the undersigned Lenders, BANK OF AMERICA, N.A., as
Global Administrative Agent, Collateral Agent, U.S. Funding Agent, U.S. Swing Line Lender, and a
U.S. L/C Issuer, BANK OF AMERICA, N.A., acting through its Canada branch, as Canadian Funding Agent
and a Canadian L/C Issuer, ABN AMRO BANK N.V., as Global Syndication Agent, Euro Funding Agent,
Euro Swing Line Lender, and a Euro L/C Issuer, SUMITOMO MITSUI BANKING CORPORATION, as Yen Funding
Agent, KRW Funding Agent, and a Yen L/C Issuer, and BANK OF AMERICA, N.A., acting through its
Shanghai Branch, as RMB Funding Agent.
RECITALS
A. Reference is hereby made to that certain Global Senior Credit Agreement dated as of October
6, 2005, executed by ProLogis, the other Borrowers, and the Credit Parties (the “Credit
Agreement”).
B. Capitalized terms used herein shall, unless otherwise indicated, have the respective
meanings set forth in the Credit Agreement.
C. Borrowers and Credit Parties desire to (a) increase the amount of the Aggregate Tranche
Commitments (i) by increasing the U.S. Aggregate Commitments, the Euro Aggregate Commitments,
Canadian Aggregate Commitments, the Yen Aggregate Commitments, and the RMB Aggregate Commitments in
accordance with Section 8.13 of the Credit Agreement (as amended hereby), (ii) by adding new
Lenders (“Subsequent Lenders”) as Lenders in accordance with Section 8.13 of the Credit Agreement,
and (iii) by having certain existing Lenders (“Increasing Lenders”) increase their Commitments in
accordance with Section 8.13 of the Credit Agreement, and (b) amend certain provisions contained
in the Credit Agreement, in each case subject to the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. | Amendments to the Credit Agreement. |
(a) Section 1.1 is hereby amended to delete the definition of “Industrial Property” in its
entirety and replace such definition with the following:
“Industrial Property” means a Property that is used for manufacturing,
processing, warehousing or retail purposes.
(b) Section 1.1 is hereby amended to add the following definition of “Market Value” in the
appropriate alphabetical order:
“Market Value” means, with respect to any applicable Property Fund as of any
date of determination, the product of (a) the per share price of the Companies’
equity interests in such Property Fund at the most recent close of trading on a trading
exchange for such equity interests multiplied by (b) the number of shares of such
Property Fund held by the Companies.
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(c) Section 1.1 is hereby amended to add the following definition of “Net Asset Value” in the
appropriate alphabetical order:
“Net Asset Value” means, with respect to any applicable Property
Fund as of any date of determination, the remainder (but not less than zero) of (a)
the value (which, in the case of Properties, shall be based upon the most recent
independent, third-party appraisals obtained in accordance with the Organization Documents
of such Property Fund, with such appraisal requirements being reasonably acceptable to
Global Administrative Agent) of all assets of such Property Fund as reported in its most
recent financial statements minus (b) all liabilities of such Property Fund as
reported in its most recent financial statements.
(d) Section 1.1 is hereby amended to delete the definition of “Total Asset Value” in its
entirety and replace such definition with the following:
“Total Asset Value” means, as of any date for the Companies on a consolidated
basis (and including the Companies’ Share of the following amounts for their Unconsolidated
Affiliates):
(a) the sum (without duplication) of:
(i) the quotient of (A) the most recent fiscal quarter’s NOI from Stabilized
Industrial Properties (other than Excluded Properties) multiplied by four (4),
plus management fee income of the Companies for the most recent fiscal
quarter multiplied by four (4) (not to exceed fifteen percent (15%) of NOI of all
Industrial Properties of the Companies and the Companies’ share of NOI from their
Unconsolidated Affiliates), divided by (B) seven and three quarters percent (7.75%);
plus
(ii) the amount of Investments in Properties (other than Excluded Properties)
under construction; plus
(iii) the amount of Investments in Properties (A) acquired within twenty-four
(24) months prior to such date, provided that after the end of such
twenty-four (24) month period, if any such Property is not a Stabilized Industrial
Property, then such Property shall be treated as a Transition Property as of the
date such Property would have otherwise been treated as a Transition Property absent
this clause (A), and (B) acquired pursuant to the Keystone Acquisition or
the Catellus Acquisition (regardless of whether Stabilized Industrial Properties or
Transition Properties) (in each case for which NOI will not be calculated in
clause (a)(i) above to avoid duplication); plus
(iv) the most recent appraised value set forth in third-party appraisals with
respect to Properties that constitute Appraisal Properties; plus
(v) the greater of (A) (x) the most recent fiscal quarter’s NOI
multiplied by four (4), divided by (y) seven and three quarters percent (7.75%), and
(B) the amount of Investments of Transition Properties (other than Excluded
Properties) that became Transition Properties twelve (12) months or less prior to
such date; plus
(vi) the greater of (A) (x) the most recent fiscal quarter’s NOI
multiplied by four (4), divided by (y) seven and three quarters percent (7.75%), and
(B) seventy-five
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percent (75%) of the amount of Investments of Transition Properties (other than
Excluded Properties) that became Transition Properties twenty-four (24) months or
less but more than twelve (12) months prior to such date; plus
(vii) the greater of (A) (x) the most recent fiscal quarter’s NOI
multiplied by four (4), divided by (y) seven and three quarters percent (7.75%), and
(B) fifty percent (50%) of the amount of Investments of Transition Properties (other
than Excluded Properties) that became Transition Properties more than twenty-four
(24) months prior to such date; plus
(viii) the Companies’ Share of the European Appraised Value of European
Properties Fund Properties; plus
(ix) the Companies’ Share of the sum of:
(A) the greater of (x) the Japan Appraised Value, and (y) the
Contribution Value of Japan Properties Fund Properties (other than
Transition Properties) in each case for Investments in Stabilized Industrial
Properties; plus
(B) the Contribution Value of Japan Properties Fund Properties that are
Transition Properties that became Transition Properties twelve (12) months
or less prior to such date; plus
(C) the greater of (x) the Japan Appraised Value based upon an
appraisal obtained after the applicable Transition Event occurred, and (y)
seventy-five percent (75%) of the Contribution Value of Japan Properties
Fund Properties that are Transition Properties that became Transition
Properties twenty-four (24) months or less but more than twelve (12) months
prior to such date; plus
(D) the greater of (x) the Japan Appraised Value based upon an
appraisal obtained after the applicable Transition Event occurred, and (y)
fifty percent (50%) of the Contribution Value of Japan Properties Fund
Properties that are Transition Properties that became Transition Properties
more than twenty-four (24) months prior to such date; plus
(E) the greater of (x) the Korea Appraised Value, and (y) the
Contribution Value of Korea Properties Fund Properties (other than
Transition Properties) in each case for Investments in Stabilized Industrial
Properties; plus
(F) the Contribution Value of Korea Properties Fund Properties that are
Transition Properties that became Transition Properties twelve (12) months
or less prior to such date; plus
(G) the greater of (x) the Korea Appraised Value based upon an
appraisal obtained after the applicable Transition Event occurred, and (y)
seventy-five percent (75%) of the Contribution Value of Korea Properties
Fund Properties that are Transition Properties that became Transition
Properties twenty-four (24) months or less but more than twelve (12) months
prior to such date; plus
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(H) the greater of (x) the Korea Appraised Value based upon an
appraisal obtained after the applicable Transition Event occurred, and (y)
fifty percent (50%) of the Contribution Value of Korea Properties Fund
Properties that are Transition Properties that became Transition Properties
more than twenty-four (24) months prior to such date; plus
(x) the amount of any cash and Cash Equivalents (excluding tenant security
and other restricted deposits); plus
(xi) the amount of Investments in Refrigerated Warehouse Properties;
plus
(xii) the amount of Investments in all other assets the value of which has
not been captured in clauses (a)(i) through (a)(xi) above;
less
(b) the amount of all assets included in the calculation of clause (a)(xii)
above that would be treated as intangible assets under GAAP (including goodwill, trademarks,
trade names, copyrights, patents, deferred charges, and unamortized debt discount and
expense).
Notwithstanding the foregoing:
(1) if each of the amounts in clause (a)(vi)(B) and clause (a)(vii)(B)
above is greater than each of the respective amounts in clause (a)(vi)(A) and
clause (a)(vii)(A) above, then the sum of such amounts shall not exceed the greater
of (x) the sum of the amounts described in clause (a)(vi)(A) and clause
(a)(vii)(A) above and (y) fifteen percent (15%) of Total Asset Value (the “TAV
Limit”);
(2) if the applicable amount from clause (a)(vi)(B) or clause
(a)(vii)(B) above is the greater of one (but not both) of the respective amount in
clause (a)(vi)(A) or clause (a)(vii)(A) above and such clause
(a)(vi)(B) or clause (a)(vii)(B), as applicable, is more than the TAV Limit,
then the Total Asset Value attributable to clause (a)(vi) and clause
(a)(vii) above shall be reduced by the amount by which such clause (a)(vi)(B) or
clause (a)(vii)(B), as applicable, exceeds the TAV Limit;
(3) the amount included in Total Asset Value that is attributable to all Properties
used for retail purposes, as of any date of determination, shall not exceed ten percent
(10%) of Total Asset Value; and
(4) if any Property Fund becomes publicly listed on a securities exchange reasonably
acceptable to Global Administrative Agent, then the amount included in Total Asset Value
that is attributable to such Property Fund will be based on the Capitalization Value of such
Property Fund as of the date of determination (and all assets of such Property Fund shall be
excluded from the calculations set forth in clauses (a) and (b) above).
For purposes of clause (4) above, “Capitalization Value” means, for any
applicable Property Fund, the Companies’ Share of the Net Asset Value of such Property Fund
plus the Companies’ Share of such Property Fund’s Indebtedness; provided that if such
Property Fund has not calculated and publicly disclosed (or otherwise made available to the
Lenders) its Net Asset Value (in accordance with the definition thereof) during the 18
months preceding the relevant date of determination, “Capitalization Value” for such
Property Fund shall mean the current
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Market Value of such Property Fund plus the Companies’ Share of such Property Fund’s
Indebtedness.
(e) Section 1.1 is hereby amended to delete the definition of “Unencumbered EBITDA” in
its entirety and replace such definition with the following
“Unencumbered EBITDA” means, for any period, Adjusted EBITDA of the Companies
(other than Adjusted EBITDA attributable to any Encumbered Properties owned by a Company)
during such period; provided that (a) there shall not be included in Unencumbered
EBITDA any Adjusted EBITDA subject to any Lien (other than Permitted Liens), (b) Adjusted
EBITDA shall be adjusted for a capital reserve of (i) $0.20 per square foot in the case of
Unencumbered Properties that are not Refrigerated Warehouse Properties, or (ii) $0.10 per
cubic foot in the case of Unencumbered Properties that are Refrigerated Warehouse Properties
(except, in each case, for Unencumbered Properties where the tenant is responsible for
capital expenditures), and (c) Unencumbered EBITDA attributable to Consolidated Subsidiaries
of ProLogis that are not Wholly-owned, directly or indirectly, by ProLogis shall be limited
to ten percent (10%) of Unencumbered EBITDA
(f) Section 1.1 is hereby amended to delete the definition of “U.S. Letter of Credit Sublimit”
in its entirety and replace such definition with the following:
“U.S. Letter of Credit Sublimit” means an amount equal to the lesser of
(a) $150,000,000 and (b) the U.S. Aggregate Commitments. The U.S. Letter of Credit Sublimit
is part of, and not in addition to, the U.S. Commitments.
(g) Section 8.13.1(b)(iii) is hereby deleted in its entirety and replaced with the following:
(iii) each Subsequent Lender (x) executes and delivers to Global Administrative Agent a
Joinder Agreement substantially in the form of Exhibit J, which may be modified to
the extent that such Subsequent Lender will be party to a Supplemental Tranche (a copy of
which Global Administrative Agent will deliver to each applicable Funding Agent);
(h) The amount of “$500,000,000” in Section 8.13.1(b)(v) is hereby replaced with the amount of
“$900,000,000.”
(i) Section 13.10.1 is hereby deleted in its entirety and replaced with the following:
Consolidated Net Worth. ProLogis shall not permit Consolidated Net Worth at
any time to be less than the sum of (a) $4,000,000,000, and (b) an amount equal to
seventy percent (70%) of the aggregate increases in Shareholders’ Equity after the date
hereof by reason of the issuance and sale of Equity Interests of any Company (other than (x)
the issuance and sale of preferred Equity Interests in substitution and replacement of other
preferred Equity Interests that ProLogis redeemed or otherwise acquired pursuant to a
Permitted Redemption to the extent that the net proceeds from such issuance and sale do not
exceed the amount of such Permitted Redemption and (y) issuances to a Company), including
upon any conversion of debt securities of any Company into such Equity Interests.
(j) Section 15.11(a) is hereby deleted in its entirety and replaced with the following:
(a) to release (i) any Lien on any property granted to or held by Collateral Agent
under any Loan Document or any Guarantor from its obligations under its Guaranty, in each
case as
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permitted by the Security Agency Agreement, and (ii) any Lien on any Indebtedness that
does not exceed the applicable threshold amount set forth in Section 12.14(a) or
(b).
(k) The Credit Agreement is hereby amended by adding the following Section 16.25 thereto:
16.25 No Fiduciary Duty. In connection with all aspects of each transaction
contemplated hereby, each Borrower acknowledges and agrees, and acknowledges its respective
Affiliates’ understanding, that: (i) the credit facilities and Tranches provided for
hereunder and any related arranging or other services in connection therewith (including in
connection with any amendment, waiver or other modification hereof or of any other Loan
Document) are an arm’s-length commercial transaction between such Borrower and its
Affiliates, on the one hand, and Global Administrative Agent, any other Agent, the Arrangers
and the Lenders, on the other hand, and such Borrower is capable of evaluating and
understanding and understands and accepts the terms, risks and conditions of the
transactions contemplated hereby and by the other Loan Documents (including any amendment,
waiver or other modification hereof or thereof); (ii) in connection with the process leading
to such transaction, each Agent and each Arranger is and has been acting solely as a
principal and is not the financial advisor, agent or fiduciary for such Borrower or any of
its Affiliates, stockholders, creditors or employees; (iii) none of Global Administrative
Agent, any other Agent, or any Arranger has assumed or will assume an advisory, agency or
fiduciary responsibility in favor of such Borrower with respect to any of the transactions
contemplated hereby or the process leading thereto, including with respect to any amendment,
waiver or other modification hereof or of any other Loan Document (irrespective of whether
Global Administrative Agent, any other Agent, or any Arranger has advised or is currently
advising such Borrower or any of its Affiliates on other matters) and none of Global
Administrative Agent, any other Agent, or any Arranger has any obligation to such Borrower
or any of its Affiliates with respect to the transactions contemplated hereby except those
obligations expressly set forth herein and in the other Loan Documents; (iv) Global
Administrative Agent, each other Agent, and the Arrangers and their respective Affiliates
may be engaged in a broad range of transactions that involve interests that differ from
those of such Borrower and its Affiliates, and none of Global Administrative Agent, any
other Agent, or any Arranger has any obligation to disclose any of such interests by virtue
of any advisory, agency or fiduciary relationship; and (v) Global Administrative Agent, each
other Agent, and the Arrangers have not provided and will not provide any legal, accounting,
regulatory or tax advice with respect to any of the transactions contemplated hereby
(including any amendment, waiver or other modification hereof or of any other Loan Document)
and such Borrower has consulted its own legal, accounting, regulatory and tax advisors to
the extent it has deemed appropriate. Each Borrower hereby waives and releases, to the
fullest extent permitted by law, any claim that it may have against Global Administrative
Agent, any other Agent, and the Arrangers with respect to any breach or alleged breach of
agency or fiduciary duty.
(l) Schedule 2.2 is hereby deleted in its entirety and replaced with Schedule 2.2 attached
hereto.
(m) Schedule 2.4(b) is hereby deleted in its entirety and replaced with Schedule 2.4(b)
attached hereto, and the amendment set forth in this clause (m) shall be effective as of October 6,
2005.
2. | Increases to Commitments. |
(a) The parties hereto agree that on and after the Amendment Effective Date (as defined
below), each Lender’s Commitment shall be as set forth on Schedule 2.1 attached hereto.
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(b) By its execution of this Amendment, each Subsequent Lender that is a party hereto (i) is
hereby admitted as a Lender pursuant to Section 8.13 of the Credit Agreement, (ii) confirms that it
is an Eligible Assignee with respect to each Tranche under which it is providing a Commitment (it
being understood that all consents required from ProLogis and the Agents shall be evidenced by
their signatures to this Amendment), (iii) confirms that it satisfies the requirements, to the
extent applicable, of a Subsequent Lender under Sections 8.13.1(b)(vi) and (vii) of the Credit
Agreement, and (iv) expressly confirms (if it is providing a Commitment under the U.S. Tranche, the
Euro Tranche, or the Yen Tranche) the representations in Section 16.18.2 of the Credit Agreement
regarding the Dutch Banking Act.
(c) By its execution of this Amendment, each Increasing Lender that is a party hereto (i)
agrees that, upon the effectiveness hereof, its Commitment under each applicable Tranche shall be
increased to the amount set forth on Schedule 2.1 attached hereto and (ii) confirms that it
satisfies the requirements, to the extent applicable, of an Increasing Lender under Sections
8.13.1(b)(vi) and (vii) of the Credit Agreement.
(d) The parties hereto agree that each Subsequent Lender’s signature page to this Amendment
(or, if applicable, to the Confirmation Agreement (as defined below)) shall be deemed to be its
signature page to the Credit Agreement and that this Amendment (or, if applicable, the Confirmation
Agreement) constitutes a Joinder Agreement for purposes of Section 8.13 of the Credit Agreement.
(e) Required Lenders hereby agree that after giving effect to the increases to the Aggregate
Tranche Commitments pursuant to this Amendment and the Confirmation Agreement, (i) ProLogis will
continue to have the option from time to time to make one or more Increase Requests for up to the
aggregate Dollar Equivalent amount of $600,000,000 (the “Increase Limit”) pursuant to Section 8.13
of the Credit Agreement, as amended hereby, and (ii) the amount available for one or more Increase
Requests under Section 8.13 has been reset to the amount of the Increase Limit after giving effect
to the increases made hereunder to the Aggregate Commitments.
3. | Phase-in of Interests in Outstanding Committed Borrowings. |
(a) Notwithstanding the changes in the Commitments of the Lenders pursuant to Section 2(a) of
this Amendment, the reallocation among the Lenders of the Loans comprising outstanding Committed
Borrowings shall not take place immediately but shall be phased in as more fully set forth below.
(b) Any Committed Borrowing under any Tranche that is outstanding on the Amendment Effective
Date shall remain outstanding until the Adjustment Date (as defined below) for such Committed
Borrowing in accordance with the Applicable Tranche Percentages of the Lenders under such Tranche
(after giving effect to any fronting arrangements) as in effect immediately prior to the Amendment
Effective Date.
(c) On the Adjustment Date for each Committed Borrowing (unless such Committed Borrowing is
paid in full on or prior to such date), the amounts of the Loans comprising such Committed
Borrowing shall be adjusted so that each applicable Lender has a pro rata share, according to its
Applicable Tranche Percentage of the relevant Tranche after giving effect to the changes in the
Commitments pursuant hereto (and after giving effect to any fronting arrangements), of such
Committed Borrowing. In furtherance of the foregoing, on the Adjustment Date (i) each Lender that
is to have a larger Loan as part of such Committed Borrowing shall remit funds to the applicable
Funding Agent and (ii) the Applicable Funding Agent shall remit funds to each Lender that is to
have a smaller Loan as part of such Committed Borrowing (but only to the extent that such
Applicable Funding Agent receives funds pursuant to the foregoing clause (i) or from the applicable
Borrower), in each case in the amount (and in the applicable currency) required to comply with the
foregoing sentence.
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(d) Notwithstanding clause (c) above, if the Adjustment Date for any Committed Borrowing
occurs under clause (ii) of the definition of Adjustment Date, the Lenders under the applicable
Tranche shall immediately purchase and sell (as applicable) assignments and/or, at their option,
participations in the outstanding Loans comprising such Committed Borrowing in amounts so that the
Loans and participation interests of each applicable Lender in such Committed Borrowing (after
giving effect to any fronting arrangements) correspond to such Lender’s Applicable Tranche
Percentage of the relevant Tranche after giving effect to the changes in the Commitments pursuant
hereto.
(e) Any prepayment of a Committed Borrowing during the period from the Amendment Effective
Date to the Adjustment Date for such Committed Borrowing shall be distributed by the Applicable
Funding Agent to the applicable Lenders in accordance with their Applicable Tranche Percentages as
in effect prior to the Amendment Effective Date.
(f) The “Adjustment Date” for any applicable Committed Borrowing shall be the earlier to occur
of (i) the last day of the first Interest Period for such Committed Borrowing ending after the
Amendment Effective Date and (ii) the date specified by any Lender that has a Commitment (after
giving effect to the changes in the Commitments pursuant hereto) under the applicable Tranche in a
notice to Global Administrative Agent (A) stating that an Event of Default exists and (B)
specifying the Adjustment Date for such Committed Borrowing (which shall not be earlier than the
second Business Day after Global Administrative Agent’s receipt of such notice).
(g) For the avoidance of doubt, (i) each Committed Borrowing made on or after the Amendment
Effective Date shall be made by the Applicable Tranche Lenders in accordance with their respective
Applicable Tranche Percentages after giving effect to the changes in the Commitments pursuant
hereto (but giving effect to any fronting arrangements); and (ii) for purposes of calculating
Letter of Credit Fees pursuant to Section 7.9 and facility fees pursuant to Section 8.5.1 of the
Credit Agreement, the Applicable Tranche Percentages of the Lenders shall be adjusted as of the
Amendment Effective Date
4. | Amendments of Credit Agreement and Other Loan Documents. |
(a) All references in the Loan Documents to the Credit Agreement shall henceforth include
references to the Credit Agreement as modified and amended by this Amendment, and as may, from time
to time, be further modified, amended, restated, extended, renewed, and/or increased.
(b) Any and all of the terms and provisions of the Loan Documents are hereby amended and
modified wherever necessary, even though not specifically addressed herein, so as to conform to the
amendments and modifications set forth herein.
5. Ratifications. Each Borrower (a) ratifies and confirms all provisions of the Loan
Documents to which it is a party as amended by this Amendment and (b) confirms that no guaranty
granted, conveyed, or assigned by such Borrower to any of the Credit Parties under the Loan
Documents is released, reduced, or otherwise adversely affected by this Amendment and that each
such guaranty continues to guarantee full payment and performance of the present and future
Obligations of such Borrower.
6. Representations. Each Borrower represents and warrants to Lenders that as of the date of
this Amendment: (a) this Amendment has been duly authorized, executed, and delivered by such
Borrower; (b) no action of, or filing with, any Governmental Authority is required to authorize, or
is otherwise required in connection with, the execution, delivery, and performance by such Borrower
of this
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Amendment; (c) the Loan Documents, as amended by this Amendment, are valid and binding upon
such Borrower and are enforceable against such Borrower in accordance with their respective terms,
except as limited by Debtor Relief Laws and general principles of equity; (d) the execution,
delivery, and performance by such Borrower of this Amendment do not require the consent of any
other Person and do not and will not constitute a violation of any Laws, order of any Governmental
Authority, or material agreements to which such Borrower is a party or by which such Borrower is
bound; (e) all representations and warranties of such Borrower in the Loan Documents are true and
correct in all material respects on and as of the date of this Amendment, except to the extent that
(i) any of them speak to a different specific date or (ii) the facts on which any of them were
based have been changed by transactions contemplated or permitted by the Credit Agreement; and (f)
both before and after giving effect to this Amendment, no Default exists.
7. Conditions. This Amendment shall be effective on the date that each of the following
conditions are satisfied (the “Amendment Effective Date”):
(a) this Amendment is executed by each Borrower, Global Administrative Agent, the Required
Lenders, each Increasing Lender (other than Increasing Lenders under the RMB Loan Agreement), and
each Subsequent Lender (other than Subsequent Lenders under the RMB Loan Agreement), and the
ratification attached hereto is executed by each Subsidiary Guarantor;
(b) the Confirmation Agreement dated as of the date hereof among the applicable Increasing
Lenders and Subsequent Lenders under the RMB Loan Agreement, RMB Borrowers, ProLogis, and Global
Administrative Agent (the “Confirmation Agreement”) has been executed and delivered by all parties
thereto;
(c) the representations and warranties in this Amendment are true and correct in all material
respects on and as of the date of this Amendment, except to the extent that (i) any of them speak
to a different specific date, or (ii) the facts on which any of them were based have been changed
by transactions contemplated or permitted by the Credit Agreement;
(d) Global Administrative Agent has received such certificates of resolutions or other action
from each Borrower as Global Administrative Agent may reasonably require to evidence the authority
of such Borrower to execute and deliver this Amendment;
(e) Global Administrative Agent has received an opinion letter from Mayer, Brown, Xxxx & Maw
LLP, counsel to ProLogis, addressed to Global Administrative Agent and each Lender, as to such
matters concerning ProLogis and this Amendment as Global Administrative Agent may reasonably
request;
(f) all fees required to be paid in connection with this Amendment shall have been paid
(including the fees under the applicable Fee Letter); and
(g) both before and after giving effect to this Amendment, no Default exists.
8. Continued Effect. Except to the extent amended hereby, all terms, provisions, and
conditions of the Credit Agreement and the other Loan Documents, and all documents executed in
connection therewith, shall continue in full force and effect and shall remain enforceable and
binding in accordance with their respective terms, subject to Debtor Relief Laws and general
principles of equity.
9. Miscellaneous. Unless stated otherwise (a) the singular number includes the plural and
vice versa and words of any gender include each other gender, in each case, as appropriate, (b)
headings
9
and captions may not be construed in interpreting provisions, (c) this Amendment shall be
construed — and its performance enforced — under New York law, (d) if any part of this Amendment
is for any reason found to be unenforceable, all other portions of it nevertheless remain
enforceable, and (e) this Amendment may be executed in any number of counterparts with the same
effect as if all signatories had signed the same document, and all of those counterparts must be
construed together to constitute the same document. A signature page hereto delivered by facsimile
or electronic mail shall be effective as delivery of a manually-signed counterpart hereof.
10. Parties. This Amendment binds and inures to the benefit of the parties hereto and their
respective successors and permitted assigns.
11. Entireties. The Credit Agreement and the other Loan Documents, as amended by this
Amendment, represent the final agreement among the parties about the subject matter of the Credit
Agreement and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral
agreements of the parties. There are no unwritten oral agreements between the parties.
[Remainder of Page Intentionally Left Blank;
Signature Pages to Follow.]
Signature Pages to Follow.]
10
SCHEDULE 2.1
COMMITMENTS
AND APPLICABLE TRANCHE PERCENTAGES
AND APPLICABLE TRANCHE PERCENTAGES
2.1(a)
Applicable Tranche Percentage – U.S. Commitments
Jurisdiction | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Currency Commitment | Commitment | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Canadian | The | TMK | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Applicable | Euro | Sterling | Yen | Dollars | Japan | Netherlands | Qualified | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lender | Commitment | Percentage | Yes | No | Yes | No | Yes | No | Yes | No | Yes | No | Yes | No | Yes | No | ||||||||||||||||||||||||||||||||||||||||||||||||
Bank of America, N.A. |
$ | 25,126,990.51 | 3.140873814 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
LaSalle Bank National
Association |
$ | 25,126,990.51 | 3.140873814 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Sumitomo Mitsui Banking
Corporation |
$ | 25,126,990.51 | 3.140873814 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
JPMorgan Chase Bank, N.A. |
$ | 25,000,000.00 | 3.125000000 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
The Royal Bank of Scotland
Plc |
$ | 25,000,000.00 | 3.125000000 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Mizuho Corporate Bank, Ltd. |
$ | 25,000,000.00 | 3.125000000 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Bank of China, New York
Branch |
$ | 25,000,000.00 | 3.125000000 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
The Bank of Nova Scotia |
$ | 25,000,000.00 | 3.000000000 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Calyon New York Branch |
$ | 25,000,000.00 | 3.125000000 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Citicorp North America, Inc. |
$ | 14,000,000.00 | 1.750000000 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Deutsche Bank, AG |
$ | 25,000,000.00 | 3.125000000 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Societe Generale |
$ | 25,000,000.00 | 3.125000000 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
WestLB AG |
$ | 44,000,000.00 | 5.500000000 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Barclays Bank Plc |
$ | 40,000,000.00 | 5.000000000 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Fortis Bank (Nederland) N.V. |
$ | 40,000,000.00 | 5.000000000 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
ING Real Estate Finance
(USA) LLC |
$ | 19,000,000.00 | 2.375000000 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Banque LBLux S.A. |
$ | 35,000,000.00 | 4.375000000 | % | X | X | X | X | X | X | X |
1
Jurisdiction | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Currency Commitment | Commitment | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Canadian | The | TMK | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Applicable | Euro | Sterling | Yen | Dollars | Japan | Netherlands | Qualified | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lender | Commitment | Percentage | Yes | No | Yes | No | Yes | No | Yes | No | Yes | No | Yes | No | Yes | No | ||||||||||||||||||||||||||||||||||||||||||||||||
UFJ Bank Limited |
$ | 24,000,000.00 | 3.000000000 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
UBS Loan Finance LLC |
$ | 30,000,000.00 | 3.750000000 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Wachovia Bank, National
Association |
$ | 40,000,000.00 | 5.000000000 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
U.S. Bank National
Association |
$ | 50,000,000.00 | 6.250000000 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
The Governor and Company of
the Bank of Ireland |
$ | 18,000,000.00 | 2.250000000 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commerzbank AG New York and
Grand Cayman Branches |
$ | 19,000,000.00 | 2.375000000 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Xxxxxx Xxxxxxx Bank |
$ | 24,624,185.05 | 3.078023131 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
PNC Bank, N.A. |
$ | 24,994,843.42 | 3.124355428 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
The International
Commercial Bank of China,
New York Agency |
$ | 30,000,000.00 | 3.750000000 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Xxxxx Xxx Commercial Bank,
Ltd., New York Branch |
$ | 23,000,000.00 | 2.875000000 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
The Northern Trust Company |
$ | 30,000,000.00 | 3.750000000 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
E. Sun Commercial Bank,
Ltd., Los Angeles Branch |
$ | 19,000,000.00 | 2.375000000 | % | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Total |
$ | 800,000,000.00 | 100.000000000 | % |
2
SCHEDULE 2.1(b)
Applicable Tranche Percentage – Canadian Commitments1
Applicable | ||||||||
Lender | Commitment | Percentage | ||||||
Bank of America, N.A. |
Cdn $17,355,350 | 12.120825890 | % | |||||
ABN AMRO Bank N.V. |
Cdn $17,355,350 | 12.120825890 | % | |||||
Sumitomo Mitsui Banking Corporation
of Canada |
Cdn $17,355,350 | 12.120825890 | % | |||||
JPMorganChase N.A., Toronto Branch |
Cdn $17,355,350 | 12.000000000 | % | |||||
The Bank of Nova Scotia |
Cdn $15,675,800 | 10.000000000 | % | |||||
Citibank, N.A. Canadian Branch |
Cdn $14,067,600 | 9.000000000 | % | |||||
Deutsche Bank AG, Canada Branch |
Cdn $9,378,400 | 6.549793206 | % | |||||
Societe Generale |
Cdn $14,067,600 | 9.824689809 | % | |||||
UBS AG Canada Branch |
Cdn $11,197,000 | 7.819887671 | % | |||||
Xxxxxx Xxxxxxx Senior Funding (Nova
Scotia) Co. |
Cdn $9,378,400 | 6.549793206 | % | |||||
Total |
Cdn $143,186,200 | 100.000000000 | % |
1 Exchange Rates Based On Wall Street Journal’s Spot Rate as of June 19, 2006 |
3
SCHEDULE 2.1(c)
Applicable Tranche Percentage – Euro Commitments2
Jurisdiction | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Currency Commitment | Commitment | TMK | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Applicable | Dollars | Sterling | Yen | Japan | U.S. | Qualified | |||||||||||||||||||||||||||||||||||||||||||||||||||
Lender | Commitment | Percentage | Yes | No | Yes | No | Yes | No | Yes | No | Yes | No | Yes | No | |||||||||||||||||||||||||||||||||||||||||||
Bank of America, N.A |
EUR 41,345,200.00 | 4.133087988 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||||
ABN AMRO Bank, N.V. |
EUR 41,345,200.00 | 4.133087988 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||||
Sumitomo Mitsui Banking
Corporation, Brussels Branch |
EUR 41,345,200.00 | 4.133087988 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||||
JPMorgan Chase Bank, N.A. |
EUR 37,369,700.00 | 3.735675682 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||||
The Royal Bank of Scotland Plc |
EUR 50,091,300.00 | 5.007395063 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||||
Mizuho Corporate Bank
Nederland, N.V. |
EUR 27,828,500.00 | 2.781886146 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||||
Bank of China (Luxembourgh)
S.A. |
EUR 51,681,500.00 | 5.166359985 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||||
Scotiabank Europe Plc |
EUR 41,345,200.00 | 4.000000000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||||
Calyon |
EUR 19,881,600.00 | 1.987471391 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||||
Citicorp North America, Inc. |
EUR 29,822,400.00 | 2.981207086 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||||
Deutsche Bank, AG |
EUR 45,320,700.00 | 4.530500295 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||||
Societe Generale |
EUR 42,140,300.00 | 4.212570450 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||||
WestLB AG |
EUR 46,390,400.00 | 4.637433245 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||||
Barclays Bank Plc |
EUR 51,681,500.00 | 5.166359985 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||||
Fortis Bank (Nederland) N.V. |
EUR 43,134,175.00 | 4.311923526 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||||
ING Real Estate Finance (USA)
LLC |
EUR 24,023,600.00 | 2.401527931 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||||
Banque LBLux S.A. |
EUR 47,706,000.00 | 4.768947679 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||||
UFJ Bank Limited |
EUR 23,853,000.00 | 2.384473839 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||||
UBS Loan Finance LLC |
EUR 43,730,500.00 | 4.371535372 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||||
Wachovia Bank NA |
EUR 59,632,500.00 | 5.961184599 | % | X | X | X | X | X | X |
2 Exchange Rates Based On Wall Street Journal’s Spot Rate as of June 19, 2006 |
4
Jurisdiction | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Currency Commitment | Commitment | TMK | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Applicable | Dollars | Sterling | Yen | Japan | U.S. | Qualified | ||||||||||||||||||||||||||||||||||||||||||||||||||
Lender | Commitment | Percentage | Yes | No | Yes | No | Yes | No | Yes | No | Yes | No | Yes | No | ||||||||||||||||||||||||||||||||||||||||||
IXIS Corporate & Investment
Bank |
EUR 42,140,300.00 | 4.212570450 | % | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||
The Governor and Company of
the Bank of Ireland |
EUR 18,224,800.00 | 1.821848775 | % | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||
Commerzbank AG New York and
Grand Cayman Branches |
EUR 20,710,000.00 | 2.070282699 | % | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||
Xxxxxx Xxxxxxx Bank |
EUR 33,394,200.00 | 3.338263375 | % | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||
Deutsche Postbank AG |
EUR 36,449,600.00 | 3.643697550 | % | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||
PNC Bank, N.A. |
EUR 19,881,600.00 | 1.987471391 | % | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||
Banque Artesia Nederland NV |
EUR 19,877,500.00 | 1.987061533 | % | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||
Total |
EUR 1,000,346,475.00 | 100.000000000 | % |
5
SCHEDULE 2.1(d)
Applicable Tranche Percentage – Yen Commitments3
Jurisdiction | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitment | ||||||||||||||||||||||||||||||||||||||||||||||||
Currency Commitment | The | |||||||||||||||||||||||||||||||||||||||||||||||
Applicable | Dollars | Euro | Sterling | U.S. | Netherlands | |||||||||||||||||||||||||||||||||||||||||||
Lender | Commitment | Percentage | Yes | No | Yes | No | Yes | No | Yes | No | Yes | No | ||||||||||||||||||||||||||||||||||||
Bank Of America, N.A., Tokyo Branch |
¥ | 6,925,200,000 | 5.898418371 | % | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||
ABN AMRO Bank, N.V., Tokyo Branch |
¥ | 6,925,200,000 | 5.898418371 | % | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||
Sumitomo Mitsui Banking Corporation |
¥ | 6,925,200,000 | 5.898418371 | % | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||
JPMorgan Chase Bank, N.A. |
¥ | 6,694,360,000 | 5.701804425 | % | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||
Royal Bank of Scotland |
¥ | 6,232,680,000 | 5.308576534 | % | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||
Mizuho Bank, Ltd. |
¥ | 8,976,000,000 | 7.645151519 | % | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||
Bank of China Limited, Tokyo Branch |
¥ | 5,722,200,000 | 4.873784093 | % | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||
Shinsei Bank, Limited |
¥ | 21,150,715,000 | 18.014752775 | % | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||
The Bank of Nova Scotia |
¥ | 6,348,100,000 | 5.000000000 | % | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||
Calyon, Tokyo Branch |
¥ | 5,771,000,000 | 4.915348642 | % | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||
Citibank, N.A., Tokyo Branch |
¥ | 4,712,400,000 | 4.013704547 | % | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||
Deutsche Bank |
¥ | 6,578,940,000 | 5.603497452 | % | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||
Societe Generale, Tokyo Branch |
¥ | 6,578,940,000 | 5.603497452 | % | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||
ING Bank N.V., Tokyo Branch |
¥ | 3,029,400,000 | 2.580238638 | % | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||
UFJ Bank Limited |
¥ | 5,193,900,000 | 4.423813778 | % | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||
Saitama Resona Bank, Ltd. |
¥ | 4,905,350,000 | 4.178046346 | % | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||
The Sumitomo Trust & Banking Co.,
Ltd. |
¥ | 3,814,800,000 | 3.249189395 | % | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||
Woori Bank Tokyo Branch |
¥ | 923,360,000 | 0.786455783 | % | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||
Total |
¥ | 117,407,745,000 | 100.000000000 | % |
3 Exchange Rates Based On Wall Street Journal’s Spot Rate as of June 19, 2006 |
6
SCHEDULE 2.1(e)
Applicable Tranche Percentage – KRW Commitments4
Applicable | ||||||
Lender | Commitment | Percentage | ||||
Sumitomo Mitsui Banking
Corporation,
Seoul Branch |
KRW 25,860,000,000 | 25.000000000 | % | |||
Bank of America, N.A. Seoul |
KRW 25,860,000,000 | 25.000000000 | % | |||
ABN AMRO Seoul Branch |
KRW 25,860,000,000 | 25.000000000 | % | |||
Calyon, Seoul Branch |
KRW 25,860,000,000 | 25.000000000 | % | |||
Total |
KRW 103,440,000,000 | 100.000000000 | % |
4 Exchange Rates Based On Wall Street Journal’s Spot Rate as of September 27, 2005 |
7
SCHEDULE 2.2
FRONTING LENDERS’ COMMITMENTS
Fronting Lenders’ Commitments
Lender | Commitment | |||
Bank of America, N.A. (or its Affiliates) |
$ | 55,123,009.49 | ||
ABN AMRO Bank N.V. (or its Affiliates) |
$ | 56,123,009.49 | ||
Sumitomo Mitsui Banking Corporation (or its Affiliates) |
$ | 56,123,009.49 | ||
JPMorgan Chase Bank, N.A. (or its Affiliates) |
$ | 54,500,000.00 | ||
The Royal Bank of Scotland PLC (or its Affiliates) |
$ | 58,000,000.00 | ||
Total |
$ | 279,869,028.47 |
8
SCHEDULE 2.4(b)
EURO EXISTING LETTERS OF CREDIT
Issue | Expiry | |||||||||||||||
L/C Issuer | LC # | Date | Date | Account Obligor | Account Party | Beneficiary Name | Liab Amt | |||||||||
ABN AMRO Bank, N.V. |
GA1135679034 | 30-Aug-04 | 31-Dec-05 | PLD Europe Finance BV | ProLogis France IX EURL | La Societe Establissement Public D’Amenagement De La Villa Novuella Xx Xxxxxx | EUR 4,397,380 |
9