FIRST AMENDMENT TO SENIOR REVOLVING CREDIT AGREEMENT
Exhibit 10.1
FIRST AMENDMENT TO SENIOR REVOLVING CREDIT AGREEMENT
This First Amendment to Senior Revolving Credit Agreement (this “Amendment”) is made
as of November 19, 2010 (the “Amendment Effective Date”), by and among Terreno Realty LLC,
a limited liability company organized under the laws of the State of Delaware (the
“Borrower”), KeyBank National Association, a national banking association, both
individually as a “Lender” and as “Administrative Agent”, KeyBanc Capital Markets
as “Lead Arranger,” and Terreno Realty Corporation, a corporation organized under the laws
of the State of Maryland (the “Parent Guarantor”) and the financial institutions
which are signatories hereto (together with KeyBank National Association in its individual
capacity, collectively the “Lenders”). Any capitalized terms used in this Amendment and
not otherwise defined, are defined in the Credit Agreement described below.
RECITALS
WHEREAS, the Administrative Agent, the Lead Arranger, the Lenders and the Borrower entered
into that certain Senior Revolving Credit Agreement dated as of March 24, 2010 (the “Credit
Agreement”);
WHEREAS, in connection with, and to induce the Lenders to enter into, the Credit Agreement,
Parent Guarantor has, among other things, executed and delivered that certain Parent Guaranty dated
as of March 24, 2010 for the benefit of the Lenders with respect to the obligations of Borrower
under the Credit Agreement and the other Loan Documents (the “Parent Guaranty”);
WHEREAS, Borrower and Parent Guarantor have requested that the Administrative Agent and the
Lenders agree to make certain modifications to the Credit Agreement;
WHEREAS, the Administrative Agent and the Lenders are willing to make such modifications
provided that certain other modifications to the Credit Agreement are also made;
NOW THEREFORE in consideration of the foregoing and the mutual covenants agreements contained
herein and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Amendment Effective Date. This Amendment shall become effective upon the Amendment
Effective Date, which is the date on which (i) this Amendment has been executed by all of the
parties hereto and delivered to the Administrative Agent; and (ii) Borrower shall have satisfied
all of the Collateral Inclusion Conditions in Section 2.22(ii) including the execution,
delivery of the Subsidiary Guaranty and Collateral Assignment (with Administrative Agent’s
execution of this Amendment evidencing its acknowledgment that Borrower has satisfied all such
conditions, except as provided in the following sentence). Administrative Agent agrees that
Borrower shall not be required to deliver mezzanine loan endorsements to the title insurance
policies for the Initial Borrowing Base Properties on the Amendment Effective Date, and in
consideration thereof Borrower covenants and agrees to deliver such endorsements to the
Administrative Agent in the form required under Section 2.22(ii) not later than twenty (20)
Business Days after the Amendment Effective Date. As of the Amendment Effective Date, Schedule 7
to the Credit Agreement shall be replaced by Schedule 7 attached hereto, which lists the Initial
Borrowing Base Properties.
2. Changes to Defined Terms. Article 1 of the Credit Agreement, shall be amended, as
of the Amendment Effective Date, by deleting the existing definitions of “Consolidated EBITDA”,
“Funds From Operations”, “LIBOR Rate” and “Net Operating Income” in their entirety and replacing
them with the following:
“Consolidated EBITDA” means, for any period without duplication an amount equal to the
net income or loss of the Consolidated Group determined in accordance with GAAP (before minority
interests and excluding losses attributable to the sale or other disposition of assets and the
adjustment for so-called “straight-line rent accounting”) for such period, plus (x) the
following to the extent deducted in computing such Consolidated Net Income for such period: (i)
Consolidated Total Interest Expense for such period, (ii) real estate depreciation and amortization
for such period, (iii) other non-cash charges for such period and (iv) acquisition costs for such
period with respect to all Projects acquired by Borrower or another member of the Consolidated
Group; and minus (y) all gains attributable to the sale or other disposition of assets or
debt restructurings in such period, adjusted to include the Consolidated Group Pro Rata Share of
the net income or loss of all Investment Affiliates for such period, determined and adjusted in the
same manner as provided above in this definition with respect to the Consolidated Group’s net
income or loss. Notwithstanding the foregoing, until Consolidated Gross Asset Value is equal to or
greater than $600,000,000, the amount of the Consolidated Group’s general and administrative
expense for any period to be used in any calculations made under this definition shall be capped at
eight percent (8%) of the aggregate Net Operating Income of all Projects owned by Borrower or
another member of the Consolidated Group for all or any portion of such period.
“Funds From Operations” shall have the meaning determined from time to time by the
National Association of Real Estate Investment Trusts to be the meaning most commonly used by its
members, but in no event shall Funds From Operations for any period be reduced on account of any
deduction or amortization of acquisition costs incurred with respect to Projects acquired by
Borrower or another member of the Consolidated Group.
“LIBOR Rate” means, for any LIBOR Interest Period, the sum of (A) the LIBOR Base Rate
applicable thereto and (B) the LIBOR Applicable Margin.”
“Net Operating Income” means, with respect to any Project for any period, property
rental and other income attributable to such Project accruing for such period minus all
expenses and other proper charges incurred in connection with the operation of such Project
(including, without limitation, real estate taxes, Management Fees, payments under ground leases
and bad debt expenses) during such period; but, in any case, before payment of or provision for
debt service charges for such period, income taxes for such period, capital expenses for such
period, and depreciation, amortization, and other non-cash expenses for such period, all as
determined in accordance with GAAP (except that (a) any rent leveling adjustments and (b) any SFAS
141 amortization shall be excluded from rental income).
3. Deletion of Defined Terms. Article 1 of the Credit Agreement, shall be amended, as
of the Amendment Effective Date, by deleting the definition of “LIBOR Floor Rate” in its entirety.
4. Minimum Remaining Lease Term Requirement for Initial Borrowing Base Properties.
Subsection (i)(b) of Section 2.22 of the Credit Agreement shall be amended as of the Amendment
Effective Date by deleting the existing Subsection 2.22(i)(b) and replacing it with the following:
“Until such time as the Borrowing Base Value exceeds $100,000,000, the weighted average
remaining lease term of the leases at each Qualifying Borrowing Base Property (such weighting to be
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based on the respective demised rentable areas of such leases) shall be at least two (2) years. If
such minimum would be violated at any time at a Qualifying Borrowing Base Property, such Qualifying
Borrowing Base Property shall be eliminated from inclusion in the calculation of Borrowing Base
Value until either the Borrowing Base Value exceeds $100,000,000 or the first day of the fiscal
quarter of Borrower following the fiscal quarter in which the weighted average remaining lease term
of the leases at such Qualifying Borrowing Base Property shall again equal or exceed two (2) years.
Notwithstanding the foregoing, the minimum two (2) year lease term shall be waived for each of the
Initial Borrowing Base Properties.”
5. Reference to Representations regarding Borrowing Base. Subsection (iv) of the last
paragraph of Section 2.22 of the Credit Agreement shall be amended as of the Amendment Effective
Date by deleting the reference to “Section 5.23” therein and replacing it with a reference
to “Section 5.20.”
6. Temporary Waiver for Warm Springs. One of the Initial Borrowing Base Properties,
described as Warm Springs on Schedule 7 (the “Warm Springs Property”), does not comply with the
requirement of clause (b) of the Qualifying Borrowing Base Property definition. Notwithstanding
this requirement, Lender agrees that the Warm Springs Property shall be included as an Initial
Borrowing Base Property until it satisfies the requirement under such clause (b), the amount added
to the Borrowing Base Value on account of Warm Springs Property shall be 50% of such Property’s
cost value basis. After it satisfies the 65% test, the Warm Springs Property shall be valued on
the same basis as the other Initial Borrowing Base Properties under the Qualifying Borrowing Base
Property definition.
7. References. Each of the parties hereby consents to all of the changes made to the
Credit Agreement pursuant to this Amendment and agrees that each reference in the Loan Documents to
the Credit Agreement shall deemed to be a reference to the Credit Agreement as amended by this
Amendment.
8. Representations and Warranties. Borrower hereby remakes, as of the Amendment
Effective Date, all of the representations and warranties of Borrower in Article 5 of the Credit
Agreement and each reference therein to “the date hereof” or “the Agreement Execution Date” shall
be deemed to be a reference to the Amendment Effective Date. Borrower hereby further represents
and warrants to Administrative Agent and Lenders as follows:
a) This Amendment constitutes the legal, valid and binding obligation of Borrower, and
is enforceable in accordance with its terms;
b) Except as expressly modified hereby, the Loan Documents are ratified and confirmed
hereby, are in full force and effect, and Borrower has no defenses or offsets to the
enforcement thereof or counterclaims which relate thereto;
c) Upon execution and delivery of this Amendment and satisfaction of the conditions to
the effectiveness of this Amendment, to the best of Borrower’s knowledge, information and
belief, no Default shall exist under the Loan Documents; and
d) Borrower and Parent Guarantor each have full power and authority to execute this
Amendment.
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9. Governing Law. This Amendment shall be construed in accordance with the internal laws
(and not the law of conflicts) of the State of Ohio, but giving effect to Federal laws applicable
to national banks.
10. Counterparts. This Amendment may be executed in two or more counterparts, each of
which shall be deemed to be an original, and all of which together shall constitute a single
agreement.
11. Continued Effect. Other than as expressly amended herein, both Borrower and Parent
Guarantor agree that the Credit Agreement and all other Loan Documents shall remain in full force
and effect and are hereby ratified and confirmed.
(Remainder of page intentionally left blank.)
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IN WITNESS WHEREOF, Borrower and the Lenders, individually and in their respective capacities
as Agents, have executed this Agreement as of the date first above written.
| TERRENO REALTY LLC, a Delaware limited liability company |
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| By: | TERRENO REALTY CORPORATION, a Maryland corporation, its sole member |
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| By: | /s/ Xxxxx X. Xxxxxx | |||
| Print Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| Address for Notices: | ||||
| 00 Xxxxxx Xxxx, Xxxxx Xxxxx Xxx Xxxxxxxxx, XX 00000 |
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| KEYBANK NATIONAL ASSOCIATION, Individually and as Administrative Agent |
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| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Print Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| 000 Xxxxxx Xxxxxx, 0xx Xxxxx XX-00-00-0000 Xxxxxxxxx, Xxxx 00000 Phone: 000-000-0000 Facsimile: 000-000-0000 Attention: Xxxxxx Xxxxxx Xxxxxx_Xxxxxx@XxxXxxx.xxx |
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| With a copy to: | ||||
| KeyBank Real Estate Capital Mailcode: OH-01-49-0424 0000 Xxxxxxxx Xx.; 0xx Xxxxx XX Xxxxxx Xxxxxxxx, Xxxx 00000-0000 Phone: 000-000-0000 Facsimile: 000-000-0000 Attention: Xxxx Xxxxxx |
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| The undersigned, being the Parent Guarantor under the Credit Agreement, hereby consents to and approves of this Amendment and agrees that the Parent Guaranty shall continue in full force and effect. TERRENO REALTY CORPORATION a Maryland corporation |
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| By: | /s/ Xxxxx X. Xxxxxx | |||
| Print Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| Terreno Realty Corporation 00 Xxxxxx Xxxx, Xxxxx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Xxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 |
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SCHEDULE 7
LIST OF INITIAL BORROWING BASE PROPERTIES
| Property | State of | |||||||||||||
| Name | Address | Property Tax No. | Owner Name | Organization | EIN | Organizational Agreements | ||||||||
1.
|
Rialto | 0000 Xxxxxx Xxx., Xxx Xxxxxxxxxx, XX | 0000-000-00, 23 and 24 | Terreno Rialto LLC | Delaware | 00-0000000 | Limited Liability Company Agreement of Terreno Rialto LLC dated as of August 24, 2010 | |||||||
| Certificate of Formation dated August 24, 2010 filed with the Delaware Secretary of State | ||||||||||||||
2.
|
Interstate | 000 Xxxxxxxxxx Xxxx., Xxxxx Xxxxxxxxx, XX | Block 22.01 Lot 9.0312 PIN 0-5Z3A3N |
Terreno Interstate LLC | Delaware | 00-0000000 | Limited Liability Company Agreement of Terreno Interstate LLC dated as of September 10, 2010 | |||||||
| Certificate of Formation dated September 9, 2010 filed with the Delaware Secretary of State | ||||||||||||||
3.
|
Maltese | 000 Xxxxxxx Xx., Xxxxxx, XX | Block 170.02 Lot 5 |
Terreno Maltese LLC | Delaware | 00-0000000 | Limited Liability Company Agreement of Terreno Maltese LLC dated as of September 8, 2010 | |||||||
| Certificate of Formation dated September 3, 2010 filed with the Delaware Secretary of State | ||||||||||||||
4.
|
Qume | 0000 Xxxx Xx., Xxx Xxxx, XX | 000-00-000 and 32 | Terreno Fortune/Qume LLC | Delaware | 00-0000000 | Limited Liability Company Agreement of Terreno Fortune/Qume LLC dated as of March 9, 2010 |
| Property | State of | |||||||||||||
| Name | Address | Property Tax No. | Owner Name | Organization | EIN | Organizational Agreements | ||||||||
| Certificate of Formation dated March 9, 2010 filed with the Delaware Secretary of State | ||||||||||||||
5.
|
Warm Springs | 00000 Xxxx Xxxxxxx Xxxx., Xxxxxxx, XX | 519-1010-039-03 | Terreno Warm Springs I/II LLC | Delaware | 00-0000000 | Limited Liability Company Agreement of Terreno Maltese LLC dated as of March 15, 2010 | |||||||
| Certificate of Formation dated March 15, 2010 filed with the Delaware Secretary of State |
