FOURTH AMENDMENT TO LOAN AGREEMENT
[$55,000,000]
THIS FOURTH AMENDMENT TO LOAN AGREEMENT (this "Amendment"), is dated as of
February 25, 1997 by and between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a
New Jersey corporation ("Lender"), and BRE PROPERTIES, INC., a Maryland
corporation ("Borrower"), as ultimate successor-in-interest by merger to Real
Estate Investment Trust of California, a California real estate investment trust
("Original Borrower").
RECITALS:
A. Lender has made a loan (the "Loan") to Original Borrower in the
original principal amount of $55,000,000, which loan is governed by that certain
Loan Agreement dated as of January 31, 1994, as amended by that certain First
Amendment to Loan Agreement dated as of July 7, 1995 by and between Original
Borrower and Lender, as further amended by that certain Second Amendment to Loan
Agreement dated as of April 30, 1996 by and between Borrower and Lender, as
further amended by that certain Third Amendment to Loan Agreement dated as of
November 20, 1996 by and between Borrower and Lender (collectively, the "Loan
Agreement") and evidenced by that certain Promissory Note dated as of January
31, 1994 executed by Original Borrower in favor of Lender (the "Note").
B. Pursuant to a series of mergers, Original Borrower merged into Real
Estate Investment Trust of Maryland, a Maryland real estate investment trust,
which in turn merged into BRE Properties Inc., a Delaware corporation, which in
turn merged into Borrower (which was then and formerly known as BRE Maryland,
Inc., a Maryland corporation).
C. Pursuant to the terms of that certain Assumption Agreement dated as of
even date herewith by and between Borrower and Lender, Borrower absolutely and
irrevocably assumed the Loan, the Loan Agreement, the Note and the other Loan
Documents and the obligations of Original Borrower thereunder.
D. Borrower and Lender have agreed to modify and amend the Loan Agreement
as provided herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, Borrower and Lender hereby agree as follows:
AGREEMENT:
1. DEFINITIONS. All capitalized terms used in this Amendment, unless otherwise
defined, shall have the meanings given thereto in the Loan Agreement.
2. AMENDMENTS TO LOAN AGREEMENT. Borrower and Lender agree that the Loan
Agreement shall be amended as provided in this Paragraph 2.
2.1. Section 1.1 of the Loan Agreement shall be amended by replacing the
definition of Bank of America Line of Credit, in its entirety, with the
following revised definition therefor:
"BANK OF AMERICA LINE OF CREDIT" means that certain
unsecured line of credit in the maximum amount of
$120,000,000 provided to Borrower by Bank of America, NT&SA;
provided, however, that during the period of time commencing
on February 1, 1997 through and including October 31, 1997,
the maximum amount of such line of credit shall be increased
to $170,000,000.
3. REPRESENTATIONS AND WARRANTIES. Borrower makes the following
representations and warranties to Lender all of which are material and are
made to induce Lender to enter into this Amendment.
3.1. All representations and warranties in the Loan
Documents were true, accurate and complete in every material
respect as of the date made and are true, accurate and
complete in every respect as of the date hereof, and do not
fail to disclose any material fact necessary to make the
representations not misleading.
3.2. Borrower has full power, legal capacity and
authority to execute and deliver this Amendment.
3.3. This Amendment has been duly authorized, executed
and delivered by Borrower.
4. NO OTHER MODIFICATIONS. Except as provided herein, the Loan Agreement shall
remain unchanged and in full force and effect.
5. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of California.
6. SEVERABILITY. If any term, provision, covenant or condition of this
Amendment or any application thereof should be held by a court of competent
jurisdiction to be invalid, void or unenforceable, all terms, provisions,
covenants and conditions hereof and all applications thereof not held invalid,
void or unenforceable shall continue in full force and effect and shall in no
way be affected, impaired or invalidated thereby.
7. SUCCESSOR AND ASSIGNS. The provisions of this Amendment shall be binding
upon and inure solely to the benefit of Lender and Borrower, and their
respective heirs, legal representatives, successors and assigns.
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8. COUNTERPARTS. This Amendment may be executed in any number of counterparts
and by different parties hereto on separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to be an original,
and all of which counterparts, taken together, shall constitute but one and the
same Amendment.
IN WITNESS WHEREOF, Borrower and Lender have caused this Amendment to be
executed as of the day and year first above written.
BORROWER:
BRE PROPERTIES, INC., a Maryland corporation
By:
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Name:
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Title:
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By:
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Name:
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Title:
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LENDER:
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By:
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Its:
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