EXHIBIT 10.18.1
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Amendment") dated and
effective as of April 12, 1995, is by and among Xxxxxxxxxx Realty Investors, a
Texas real estate investment trust (the "Borrower") and TEXAS COMMERCE BANK
NATIONAL ASSOCIATION, a national banking association (in its individual
capacity, "TCB"), First Interstate Bank of Texas, N.A., a national banking
association ("First Interstate"), NationsBank of Texas, N.A. ("NationsBank") and
Signet Bank/Virginia ("Signet"), and each other bank which is a party to the
Credit Agreement (collectively, with TCB, First Interstate, NationsBank and
Signet, the "Banks") and TCB as Agent for the Banks (in such capacity, the
"Agent").
WHEREAS, the Agent, TCB, First Interstate and the Borrower have
entered into that certain Credit Agreement dated and effective as of November
22, 1994 (as it has been and may be hereafter amended or otherwise modified and
in effect from time to time, the "Credit Agreement");
WHEREAS, the Agent, TCB, First Interstate and the Borrower have
entered into that certain First Amendment to Credit Agreement dated and
effective as of January 31, 1995; and
WHEREAS, the Banks and the Borrower wish to amend the Credit Agreement
to increase the principal amount of the Commitments, and to add NationsBank and
Signet as signatories and parties thereto;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter set forth, the Banks, the Agent and the
Borrower agree as follows:
SECTION 1. AMENDMENTS.
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(a) The definition of "Commitment" under Section 1.01 of the Credit
Agreement is hereby amended by deleting the number $150,000,000 therefrom, and
substituting in lieu thereof the number $200,000,000.
(b) The definition of "Pro Rata Percentage" or "ratably" under Section
1.01 of the Credit Agreement is hereby amended by deleting the number
$150,000,000 therefrom, and substituting in lieu thereof the number
$200,000,000.
(c) The definition of "Applicable Margin" under Section 1.01 of the
Credit Agreement is hereby amended by
1
(i) deleting in its entirety from the interest rate calculation table
immediately following the first full paragraph of such definition, the
following:
AA- or better (a) LIBOR Rate .35%
Advance
(b) Effective Federal .53%
Funds Rate
Advance
and (ii) adding the words "or better", after the credit ratings "A+, A
or A-" appearing in such interest rate calculation table.
(d) The definition of "Note" and "Notes" under Section 1.01 of the
Credit Agreement is amended to delete the reference to "Section 2.02(c)"
appearing therein and to substitute "Section 2.02(d)" in lieu thereof.
(e) The third sentence of Section 2.03(b) of the Credit Agreement is
hereby amended to delete the phrase "International Chamber of Commerce
Publication No. " and to insert the phrase "International Chamber of Commerce
Publication No. 500" in lieu thereof; and the phrase "(Jan. 1, 1994 Revision)"
is hereby amended to read "(1993 Revision)."
(f) Section 2.04(a) of the Credit Agreement is hereby amended by
(i) deleting in its entirety from the Unused Borrowing
Commitment Fee calculation table immediately following the first full paragraph
of such definition, the following:
AA- or better .15%
and (ii) adding the words "or better", after the credit ratings "A+, A
or A-" appearing in such table. end thereof:
(g) Section 2.04(c) is hereby amended to delete the references therein
to "Sections 2.03(a) and (b)" and to substitute a reference to "Sections 2.04(a)
and (B)" IN LIEU thereof.
(h) Section 2.05(a) is hereby amended to add the following sentence at
the end thereof:
Any termination or reduction pursuant to this Section 2.05(a),
shall be a permanent termination or reduction.
2
(i) The first sentence of Section 2.06(a) of the Credit Agreement is
amended to delete the phrase . . . "and (ii) the Highest Lawful Rate, payable,
together with additional interest due under Section 2.07 hereof, if any" ....
and to insert the phrase . . . "together with additional interest due under
Section 2.07 hereof, if any, and (ii) the Highest Lawful Rate, payable" . . . in
lieu thereof.
(j) Section 6.01(c) of the Credit Agreement is amended to delete the
references in clause (iii) thereof to "Sections 7.02, 7.03, 7.04 and 7.07" and
inserting references to "Sections 7.02, 7.03, 7.04, 7.07 and 7.13" in lieu
thereof.
(k) Section 8.01(c) of the Credit Agreement is hereby amended to
delete the word "and" appearing in the second line thereof and to insert a comma
in lieu thereof.
(1) The second and third sentences of Section 9.05 of the Credit
Agreement are hereby deleted and the following is inserted in lieu thereof:
EACH BANK AGREES TO INDEMNIFY THE AGENT (TO THE EXTENT NOT
REIMBURSED BY THE BORROWER), ACCORDING TO SUCH BANK'S PRO
RATA PERCENTAGE, FROM AND AGAINST ANY AND ALL LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, EXPENSES, AND DISBURSEMENTS OF ANY
KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED
BY, OR ASSERTED AGAINST THE AGENT IN ANY WAY RELATING TO OR
ARISING OUT OF ANY LOAN DOCUMENT OR ANY ACTION TAKEN OR
OMITTED BY THE AGENT UNDER ANY LOAN DOCUMENT IN ITS
CAPACITY AS AGENT, PROVIDED THAT NO BANK SHALL BE LIABLE
FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES,
DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS,
EXPENSES, OR DISBURSEMENTS RESULTING FROM THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PERSON BEING
INDEMNIFIED; AND PROVIDED FURTHER, THAT IT IS THE INTENTION
OF EACH BANK TO INDEMNIFY THE AGENT AGAINST THE
CONSEQUENCES OF THE AGENT'S OWN NEGLIGENCE WHEN ACTING IN
ITS CAPACITY AS AGENT, WHETHER SUCH NEGLIGENCE BE SOLE,
JOINT, OR CONCURRENT, ACTIVE OR PASSIVE. WITHOUT LIMITATION
OF THE FOREGOING, EACH BANK AGREES TO REIMBURSE THE AGENT
PROMPTLY UPON DEMAND FOR ITS PRO RATA
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PERCENTAGE OF ANY OUT-OF-POCKET EXPENSES (INCLUDING
REASONABLE ATTORNEYS' FEES) INCURRED BY THE AGENT IN ITS
CAPACITY AS AGENT IN CONNECTION WITH THE PREPARATION,
ADMINISTRATION, OR ENFORCEMENT OF, OR LEGAL ADVICE IN
RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, ANY LOAN
DOCUMENT, TO THE EXTENT THAT THE AGENT IS NOT REIMBURSED
FOR SUCH EXPENSES BY THE BORROWER.
(m) Section 10.01 of the Credit Agreement is hereby amended to add the
phrase .... "or (h) amend Article VII hereof" immediately after clause (g) in
the first sentence thereof. In addition, Section 10.01 is further amended to
add, immediately after the words "signed by" on the fourth line of the first
sentence the phrase "Borrower and."
(n) The third sentence of Section 10.08(d) is hereby amended to delete
the reference to Exhibit 2.02(c) and to substitute a reference to Exhibit
--------------- -------
2.02(d) in lieu thereof.
-------
(o) On and after the date of this Amendment, NationsBank of Texas,
N.A. and Signet Bank/Virginia (together the "New Banks") shall be, and shall be
deemed to be, parties to the Credit Agreement, and the term "Banks" shall
include each such New Bank for all purposes of the Credit Agreement and each
other Loan Document and, accordingly, each New Bank shall have the rights and
obligations of a Bank under the Loan Documents. Since the New Banks are deemed
to be parties to the Credit Agreement, the merchanism set out in Section 10.08
shall not be applicable to the addition of the New Banks; however, such
mechanism shall be applicable as to any future assignment (or participation) of
any Bank's rights or obligations under the Credit Agreement. Each Bank
(including the Issuing Bank) shall be deemed, without further action by any
party to this Amendment, to have sold to each other Bank, and each other Bank
shall be deemed, without further action by any party to this Amendment, to have
purchased from the other Banks, a participation, in each Note, Advance and
Letter of Credit issued and outstanding as of the date of this Amendment, if
any, to the effect that each Bank shall hold an interest in such Note, Advance
and Letter of Credit equal to such Bank's Pro Rata Percentage in such Letter of
Credit, the obligations thereunder and in the reimbursement obligations of
Borrower due in respect of drawings made under such Letter of Credit.
(p) On the date of this Amendment, each Bank's Commitment shall equal
the principal amount shown on Exhibit A, attached hereto, and the Borrower shall
issue to each Bank a Note in an original principal amount equal to the principal
amount set forth on Exhibit A; provided that, Notes so issued to TCB and First
Interstate shall be in substitution for existing Notes issued by the Borrower on
November 22, 1994 to TCB and First Interstate (the "Original Notes"), and not in
extinguishment of the obligations of the Borrower under the Original Notes, and
all amounts outstanding or otherwise due and payable under such Original
4
Notes, including without limitation, principal of, accrued and unpaid interest
on, and fees and expenses remaining unpaid, shall not be deemed to have been
paid as a result of substitution of such Original Notes.
(q) Section II of Exhibit 6.01(c) of the Credit Agreement is hereby
amended to add the following:
f. Assets Retained
Section 7.13 Not less
than 150%
SECTION 2. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment
-----------------------------------------
shall become effective upon satisfaction of the following conditions:
(a) Each Bank shall have received on or before the effective date of
this Amendment (the "Effective Date") the Notes described in Section l(p) of
this Amendment, executed by the Borrower, and the Amendment, duly executed by
the Borrower, the Agent and the Banks;
(b) Each Bank shall have received an Amendment to the Guaranty
Agreement, executed by each Guarantor;
(c) Each Bank shall have received a legal opinion from counsel for the
Borrower, in form and substance satisfactory to the Banks.
SECTION 3. REPRESENTATIONS OF BORROWER. The Borrower hereby represents
----------------------------
and warrants to the Banks the following:
(a) All of the representations and warranties contained in Article V
of the Credit Agreement are true and correct on and as of the date hereof and
will be true and correct after giving effect to this Amendment.
(b) No event which constitutes a Default or an Event of Default under
the Credit Agreement, as amended hereby, has occurred and is continuing, or
would result from the execution and delivery of this Amendment.
(c) The Borrower has the power and authority under the Act to execute
and deliver this Amendment and to perform its obligations hereunder and under
the Notes; and all such action has been duly authorized by all necessary
proceeding on its part. Each of the Credit Agreement, this Amendment and each
Note has been duly and validly executed and delivered by the Borrower and
constitute a valid and legally binding obligation of the Borrower enforceable in
accordance with its terms, except as limited by Debtor Laws.
5
(d) Attached hereto as Exhibit B is a complete listing of each Loan
Document existing as of the date hereof and each amendment, if any, thereto. The
Borrower has delivered to each of the New Banks true, correct and complete
copies of each of the Loan Documents, the Interest Rate Agreements, the
Syndication Letter referenced in Section 4.01(h) of the Credit Agreement,
Borrower's Organizational Documents as delivered to Lenders in connection with
the Credit Agreement, the Articles of Incorporation or other charter documents
or bylaws of each Subsidiary as delivered to Lenders in connection with the
Credit Agreement, each of the items furnished to the Agent under Section 6.01 of
the Credit Agreement, and the audit letter referenced in item (3) of Exhibit
5.08 to the Credit Agreement.
(e) The unpaid principal balance of the Notes as of the date hereof is
$141,000,000, and all of such sums constitute LIBOR Rate Advances under the
Credit Agreement.
(f) All accrued interest has been paid under the Notes through March
30, 1995.
(g) Borrower has paid in full all indebtedness evidenced by the TCB
Existing Debt.
(h) The only Letters of Credit issued and outstanding on the date
hereof are those described on Exhibit C hereto.
(i) Borrower has not furnished Agent any written documents,
information or certificates pursuant to Section 5.10 of the Credit Agreement
that have not been delivered by Borrower in writing to the New Banks.
(j) No Event of Default (and no fact, circumstance or event which,
with notice or lapse of time, or both, would become or give rise to an Event of
Default) exists under the Interest Rate Agreements.
(k) As of the date hereof, Borrower has not elected to terminate in
whole or reduce ratably in part the unused portions of the Commitments or the
Letter of Credit Commitments of the Banks pursuant to Section 2.05(a) of the
Credit Agreement. As of the date hereof, the Commitment has not been reduced
pursuant to Section 3.03(a) of the Credit Agreement.
(l) No fact, circumstance or event has occurred or exists on or prior
to the date hereof giving rise to any liability on the part of Agent, or giving
rise to any claim by Borrower or any Subsidiary, in any way relating to or
arising out of any Loan Document or any action taken or omitted by the Agent
under any Loan Document.
6
SECTION 4. REPRESENTATIONS OF AGENT. Agent hereby represents and
-------------------------
warrants to the New Banks the following:
(a) To the knowledge of the Agent, attached hereto as Exhibit B is a
complete listing of each Loan Document existing as of the date hereof and each
amendment, if any, thereto. Agent agrees to promptly deliver to each of the
Banks true, correct and complete copies of any items received from the Borrower
under Section 6.01 of the Credit Agreement (as amended by this Amendment).
(b) The unpaid principal balance of the Notes as of the date hereof is
$141,000,000, and all of such sums constitute LIBOR Rate Advances under the
Credit Agreement.
(c) All accrued interest has been paid under the Notes through March
30, 1995.
(d) Borrower has paid in full all indebtedness evidenced by the TCB
Existing Debt.
(e) The only Letters of Credit issued and outstanding on the date
hereof are those described on Exhibit C hereto.
(f) To the knowledge of the Agent, no Event of Default (and no fact,
circumstance or event which, with notice or lapse of time, or both would become
or give rise to an Event of Default) exists under the Interest Rate Agreements.
(g) Agent has not incurred any out-of-pocket expenses (including
attorneys' fees) in connection with the preparation, administration, or
enforcement of, or legal advice in respect of rights or responsibilities under,
any Loan Document on or prior to the date hereof that has not been reimbursed by
the Borrower, except attorneys' fees in connection with the preparation of this
Amendment.
SECTION 5. NOTICES. New Banks hereby designate their current address
--------
for notices pursuant to Section 10.02 of the Credit Agreement as follows:
NationsBank: NationsBank of Texas, N.A.
000 Xxxxxxxxx, 0xx Xxxxx
Xxxxxxx, Xxxxx 00000
Attention: Real Estate Loan Administration
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Signet Bank/ Signet Bank/Virginia
Virginia 0000 Xxxxxxxx Xxxx
0xx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxx 00000
SECTION 6. CAPITALIZED TERMS. The capitalized terms used herein which
------------------
are defined in the Credit Agreement and not otherwise defined herein shall have
the meanings specified therein.
SECTION 7. RATIFICATION. The Credit Agreement, as hereby amended, is
-------------
in all respects ratified and confirmed, and all other rights and powers created
thereby or thereunder shall be and remain in full force and effect.
SECTION 8. COUNTERPARTS. This Amendment may be executed in several
-------------
counterparts, and each counterpart, when so executed and delivered, shall
constitute an original instrument, and all such separate counterparts shall
constitute but one and the same instrument.
SECTION 9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
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CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
SECTION 10. PRIOR AGREEMENTS. THE CREDIT AGREEMENT, THE NOTES, THIS
-----------------
AMENDMENT AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH CONSTITUTE A
"LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS & COMMERCE
CODE, AND REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized as of the day
and year first above written.
BORROWER:
XXXXXXXXXX REALTY INVESTORS
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Executive Vice President
_________________________
AGENT:
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION, Agent
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
________________________
BANKS:
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, in its individual
capacity
By: [SIGNATURE APPEARS HERE]
____________________________
Title:
_________________________
FIRST INTERSTATE BANK OF TEXAS, N.A.
[SIGNATURE APPEARS HERE]
By: ____________________________
Title: Vice President
_________________________
NATIONSBANK OF TEXAS, N.A.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Senior Vice President
_________________________
9
SIGNET BANK/VIRGINIA
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Senior Vice President
_________________________
10
Consent of Guarantors:
WEINGARTEN/LUBBOCK, INC.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
WEINGARTEN/SOUTHGATE, INC.
(formerly WRI/DeVargas, Inc.)
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
XXXXXXXXXX/LUFKIN, INC.
(formerly WRI/Central Park
North, Inc.)
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
WEINGARTEN/TENNESSEE, INC.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
WEINGARTEN/ARKANSAS, INC.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
00
XXXXXXXXXX/XXXXX XXXX COMPANY, INC.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
WEINGARTEN/MAINE,INC.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
WEINGARTEN/OKLAHOMA, INC.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
WRI/BAY CITY, INC.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
WEINGARTEN RAILSPUR, INC.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
AMARILLO CENTERS, INC.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
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CYPRESS/WESTFIELD, INC.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
XXXXXXXXXX/XXXXXX THEATRE, INC.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
WEINGARTEN/NEW YORK, INC.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
WEINGARTEN/VILLAGE ARCADE,INC.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
WRI/XXXXXXX,INC.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
WRI/NEDERLAND, INC.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
13
WRI/XXXXXXX,INC.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
WRI/SW PARK II,INC.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
MESQUITE/TOWN EAST,INC.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
XXXXXXXXXX REALTY MANAGEMENT COMPANY
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
WEINGARTEN/ARIZONA, INC.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
WRI/XXXX, INC.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
14
WRI/MINISTORAGE, INC.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
WTSC, INC.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
WRI/POST OAK, INC.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
WEINGARTEN/VILLAGE ARCADE II, INC.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Vice President
_________________________
15
EXHIBIT A
Texas Commerce Bank National Association $ 80MM
First Interstate Bank of Texas, N.A. $ 45MM
NationsBank of Texas, N.A. $ 50MM
Signet Bank/Virginia $ 25MM
------
Total $200MM
EXHIBIT B
1. Credit Agreement dated as of November 22, 1994, by and between Xxxxxxxxxx
Realty Investors and Texas Commerce Bank National Association and First
Interstate Bank of Texas N.A. dated as of January 31, 1995, together with
First Amendment dated as of January 31, 1995.
2. Revolving Credit Note dated November 22, 1994, in the original principal
sum of $110,000,000, executed by WRI, payable to the order of TCB.
3. Revolving Credit Note dated November 22, 1994, in the original principal
sum of $40,000,000, executed by WRI, payable to the order of First Interstate
Bank of Texas N.A. ("First Interstate").
4. Guaranty dated November 22, 1994, executed by all subsidiaries.
5. Certified copy of Resolutions of the Trust Managers of Xxxxxxxxxx Realty
Investors duly adopted November 17, 1994.
6. Officer's Certificate for Xxxxxxxxxx Realty Investors.
7. Opinion dated November 22, 1994, of Dow, Xxxxxxx & Xxxxxxxx, P.C.
8. Resolutions of the Board of Directors of each subsidiary adopted effective
November 21, 1994:
(a) Weingarten/Lubbock, Inc.
(b) Weingarten/Southgate, Inc. (formerly WRI/DeVargas,
Inc.)
(c) Xxxxxxxxxx/Xxxxxx, Inc. (formerly WRI/Central Park
North, Inc.)
(d) Weingarten/Tennessee, Inc.
(e) Weingarten/Arkansas, Inc.
(f) Weingarten/Xxxxx Road Company, Inc.
(g) Xxxxxxxxxx/Maine, Inc.
(h) Weingarten/Oklahoma, Inc.
(i) WRI/Bay City, Inc.
(j) Weingarten Railspur, Inc.
(k) Amarillo Centers, Inc.
(l) Cypress/Westfield, Inc.
(m) Xxxxxxxxxx/Xxxxxx Theatre, Inc.
(n) Weingarten/New York, Inc.
(o) Weingarten/Village Arcade, Inc.
(p) WRI/Xxxxxxx Inc.
(q) WRI/Nederland, Inc.
(r) WRI/Xxxxxxx, Inc.
(s) WRI/SW Park II, Inc.
(t) Mesquite/Town East, Inc.
(u) Xxxxxxxxxx Realty Management Company
(v) Weingarten/Arizona, Inc.
(w) WRI/Xxxx, Inc.
(x) WRl/Ministorage, Inc.
(y) WTSC, Inc.
(z) WRI/Post Oak, Inc.
(aa) Weingarten/Village Arcade II, Inc.
9. (a) Amended and Restated Master Swap Agreement.
(b) First Amendment to Amended and Restated Swap Agreement.
(c) Interest Rate Swap Agreement dated as of May 15, 1992 ($20,000,000
Notional Amount).
(d) Interest Rate Swap Agreement dated as of June 24, 1992 ($10,000,000
Notional Amount).
(e) Interest Rate Swap Agreement dated as of July 2, 1992 ($10,000,000
Notional Amount).
10. Commitment/Syndication letter dated November 3, 1994, from TCB to WRI,
including attached term sheet.
11. Audit letter dated February 25, 1994, from Dow, Xxxxxxx & Xxxxxxxx, P.C.
to Deloitte & Touche (referenced in Exhibit 5.08 of Credit Agreement).
12. Letter dated November 22, 1994, from WRI to TCB re obligation to
repurchase bonds still held by TCB at (i) par plus accrued interest and
(ii) expenses incurred by TCB (including attached copy of letter).
13. Letters of Credit listed on Exhibit C.
EXHIBIT C
Letter of Credit No. I-446203 - $ 500,000
Letter of Credit No. I-446204 $ 550,000
Letter of Credit No. I-451606 - $2,184,911
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the "Amendment") effective
as of June 1, l995, is by and among Xxxxxxxxxx Realty Investors, a Texas real
estate investment trust (the "Borrower") and TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, a national banking association (in its individual capacity, "TCB"),
First Interstate Bank of Texas, N.A., a national banking association ("First
Interstate"), NationsBank of Texas, N.A. ("NationsBank") and Signet
Bank/Virginia ("Signet"), and each other bank which is a party to the Credit
Agreement (collectively, with TCB, First Interstate, NationsBank and Signet, the
"Banks") and TCB as Agent for the Banks (in such capacity, the "Agent").
WHEREAS, the Agent, TCB, First Interstate and the Borrower have
entered into that certain Credit Agreement dated and effective as of November
22, 1994 (as it has been and may be hereafter amended or otherwise modified and
in effect from time to time, the "Credit Agreement");
WHEREAS, the Banks and the Borrower wish to amend the Credit Agreement
to require draws on two Letters of Credit to be issued at the Borrower's request
on July 12, 1995 under Section 2.03 of the Credit Agreement to be reimbursed at
times and on terms and conditions set forth in this Amendment, and in connection
with the foregoing, to create a liquidity facility for the benefit of (i) the
holders of the Series 1995 Lafayette Bonds (as defined below) issued pursuant to
a Trust Indenture (the "Lafayette Indenture") of even date herewith among the
Industrial Development Board of the Parish of Lafayette, Louisiana, Inc. (the
"Lafayette Issuers"), Texas Commerce Bank National Association, as Trustee for
the holders of the Series 1995 Lafayette Bonds under the Indenture and First
Union National Bank of Florida, a national banking association ("First Union"),
as Credit Facility Trustee thereunder, and (ii) the holders of the Series 1995
Calcasieu Bonds (as defined below) issued pursuant to a Trust Indenture (the
"Calcasieu Indenture") of even date herewith among the Industrial Development
Board of the Parish of Calcasieu, Louisiana, Inc. (the "Calcasieu Issuers"),
Texas Commerce Bank National Association, as Trustee for the holders of the
Series 1995 Calcasieu Bonds (as defined below), and First Union, as Credit
Facility Trustee thereunder;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter set forth, the Banks, the Agent and the
Borrower agree as follows:
SECTION 1. AMENDMENTS.
-----------
(a) Section 1.01 of the Credit Agreement is hereby amended by adding
the following definitions to said Section 1.01 in alphabetical order:
(i) "Bonds" means, together, the Series 1995 Lafayette Bonds
-----
and the Series 1995 Calcasieu Bonds.
(ii) "Credit Facility Trustee" shall have the meaning assigned
-----------------------
to that term in each Special Letter of Credit.
(iii) "Full Drawing" shall have the meaning assigned to such term
------------
in the applicable Specia1 Letter of Credit.
(iv) "Indenture" or "Indentures" means either or both of the
--------- ----------
Lafayette Indenture and the Calcasieu Indenture.
(v) "Interest Differential" means, with respect to the
---------------------
principal amount of any Liquidity Bank Bond and for the
period commencing on the date that such Bond bears interest
at the Liquidity Bank Rate and ending on a date thirty (30)
days thereafter, the excess, if any, of
(i) interest calculated on such Bond at the lesser of
(x) the Prime Rate, or (y) the Highest Lawful Rate,
over
(ii) interest calculated on such Bond at the Liquidity
Bank Rate.
(vi) "Liquidity Bank Bonds" means the particular Bond (or Bonds)
--------------------
of the Series 1995 Lafayette Bonds or Series 1995 Calcasieu
Bonds, as the case may be, which are actually required to
be purchased due to the inability of the applicable
Remarketing Agent (as that term is defined in the
respective Indentures) to remarket such bonds, and as a
result of the requirement that such bonds be delivered to
the Tender Agent for the benefit of the Banks, pursuant to
the provisions of the Indentures.
(vii) "Long Rate Period" shall have the meaning assigned to such
----------------
term in the applicable Indenture.
(viii) "Maximum Rate" means 12% per annum.
------------
(ix) "Partial Drawing" shall have the meaning assigned to such
---------------
term in the applicable Special Letter of Credit.
(x) "Prime Rate" means, as of a particular date, the prime rate
----------
most recently announced by the Issuing Bank and thereafter
entered in the minutes of the Issuing Bank's Loan and
Discount Committee. Without notice to the
-2 -
Borrower or any other Person, the Prime Rate shall change
automatically from time to time as and in the amount by
which said prime rate shall fluctuate, with each such
change to be effective as of the date of each change in
such prime rate. The Prime Rate is a reference rate and
does not necessarily represent the lowest or best rate
actually charged to any customer. The Issuing Bank may, in
its individual capacity, make commercial loans or other
loans at rates of interest at, above or below the Prime
Rate.
(xi) "Purchase Price" shall have the meaning assigned to such
--------------
term in Section 2.03(i) hereof.
(xii) "Purchase Drawing" shall have the meaning assigned to such
----------------
term in the applicable Special Letter of Credit.
(xiii) "Remarketing Agreements" means that certain Remarketing
----------------------
Agreement dated as of June 1, 1995, among the Borrower, the
Industrial Development Board of the Parish of Lafayette,
Louisiana, Inc. and Xxxxxxxx Xxxxxx Refsnes, Inc. in
connection with the Series 1995 Lafayette Bonds, and that
certain Remarketing Agreement dated as of June 1, 1995,
among the Borrower, the Industrial Development Board of the
Parish of Calcasieu, Louisiana, Inc. and Xxxxxxxx Xxxxxx
Refsnes, Inc. in connection with the Series 1995 Calcasieu
Bonds.
(xiv) "Series 1995 Calcasieu Bonds" means the $1,990,000
---------------------------
Industrial Development Board of the Parish of Calcasieu,
Louisiana, Inc. Adjustable Rate Demand Industrial
Development Revenue Refunding Bonds (Xxxxxxxxxx Realty
Investors Project) Series 1995, issued by the Industrial
Development Board of the Parish of Calcasieu, Louisiana,
Inc.
(xv) "Series 0000 Xxxxxxxxx Xxxxx" means the $3,735,000
---------------------------
Industrial Development Board of the Parish of Lafayette,
Louisiana, Inc. Adjustable Rate Demand Industrial
Development Revenue Refunding Bonds (Westwood Village
Project) Series 1995, issued by the Industrial Development
Board of the Parish of Lafayette, Louisiana, Inc.
(xvi) "Short Rate" shall have the meaning assigned to such term
----------
in the applicable Indenture.
(xvii) "Short Rate Period" shall have the meaning assigned to
-----------------
such term in the applicable Indenture.
-3-
(xviii) "Special Letters of Credit" shall mean the Letters of
-------------------------
Credit issued pursuant to Sections 2.03(h) and (i)
hereof, each substantially in the form of Exhibits A
and B, attached hereto.
(xix) "Tender Agent" means initially, Texas Commerce Bank
------------
National Association and thereafter shall have the
meaning assigned to such term in the Indenture
(xx) "Weekly Rate" shall have the meaning assigned to such
-----------
term in the applicable Indenture.
(xxi) "Weekly Rate Period" shall have the meaning assigned to
------------------
such term in the applicable Indenture.
(b) Section 1.01 of the Credit Agreement is hereby further amended
to delete the definition of "Letter of Credit", and to substitute in lieu
thereof the following:
"Letter of Credit" means the letters of credit provided
----------------
for in Section 2.01(b) hereof, and shall include, without
limitation, the Special Letters of Credit.
(c) Section 2.03 of the Credit Agreement shall be amended by adding
the following paragraphs (h), (i), (g) and (k) at the end of said Section 2.03.
(h) In connection with the issuance of each of the Series 1995
Lafayette Bonds and the Series 1995 Calcasieu Bonds, on the terms and
conditions set forth in subsections (a) through (c), and (e) through
(k) of this Section 2.03, the Issuing Bank shall issue the Special
Letters of Credit in favor of the Credit Facility Trustee for the
benefit of holders of the Series 1995 Lafayette Bonds and the Series
1995 Calcasieu Bonds. The Special Letters of Credit shall authorize
the Credit Facility Trustee to draw under the terms and conditions of
each Special Letter of Credit thereunder an amount not to EXCEED THE
applicable Letter of Credit Amount (as defined in each Special Letter
of Credit) then in effect (as the same may be adjusted in accordance
with the terms of such Special Letter of Credit from time to time),
which is initially, for the Series 1995 Lafayette Bonds, the sum of
$3,735,000 in respect of the initial aggregate principal amount
outstanding of such Series 1995 Lafayette Bonds plus 105 days of
----
interest on the Bonds computed at the rate of twelve percent (12%) per
annum calculated on the basis of a year of 365 days, initially
-4-
being an amount equal to $128,934.25, for an aggregate amount of
principal and interest initially equal to $3,863,934.25, and for the
Series 1995 Calcasieu Bonds, the sum of $1,990,000 in respect of the
initial aggregate principal amount outstanding of such Series 1995
Calcasieu Bonds plus 105 days of interest on the Bonds computed at the
----
rate of twelve percent (12%) per annum calculated on the basis of a
year of 365 days initially being an amount equal to $68,695.89, for an
aggregate amount of principal and interest initially equal to
$2,058,695.89, in each case, less all amounts drawn under such Special
Letters of Credit prior to such time, plus all increases and minus all
decreases in accordance with paragraph 2 of such Special Letters of
Credit prior to such time. A Full Drawing or Partial Drawing under a
Special Letter of Credit in respect of an optional redemption of the
Bonds pursuant to the Indenture shall require the consent of all
Banks, as evidenced to the Trustee and the Credit Facility Trustee by
written consent of the Agent. The maximum amount that may be drawn
under each Special Letter of Credit is the applicable Letter of Credit
Amount as calculated hereunder.
(i) Upon the presentment of any draft for honor in connection with
a Purchase Drawing under any Special Letter of Credit by the
beneficiary thereof which the Issuing Bank determines is in compliance
with the conditions for payment thereunder, the Issuing Bank shall
promptly notify the Borrower, the Agent, and each Bank of the intended
date of honor of such draft. In the event of a Purchase Drawing under
a Special Letter of Credit in accordance with the terms of such Letter
of Credit, the Borrower hereby promises and agrees to pay to the Agent
for the account of the Issuing Bank, notwithstanding paragraph (d) of
this Section 2.03, by 9:00 A.M. (Houston, Texas time) on the 30th day
after the date of honor of such Purchase Drawing (the "Payment Date"),
the full amount of all principal of and accrued and unpaid interest on
each Liquidity Bank Bond, plus the Interest Differential, if any, at
such time (the "Purchase Price"), in immediately available funds,
unless the Issuing Bank shall have been previously reimbursed for the
amount thereof as a result of remarketing of such Liquidity Bank Bonds
in accordance with the provisions of the applicable Remarketing
Agreement before such date. Upon receipt of payment of an amount equal
to the Purchase Price by the Agent for the account of the Issuing
Bank, the Agent shall notify the Tender Agent to deliver the Liquidity
Bank Bonds to the Borrower if such payment was made by
-5-
or on behalf of the Borrower, and otherwise to the Remarketing Agent,
in accordance with the provisions of the applicable Remarketing
Agreement. Each Bank shall, notwithstanding any other provision of
this Agreement (including the occurrence and continuance of a Default
or an Event of Default), make available to the Agent for the benefit
of the Issuing Bank an amount equal to its Pro Rata Percentage of the
amount of the presented draft under the respective Special Letter of
Credit on the date on which such draft shall have been honored by the
Issuing Bank. If such amount is not in fact made available to the
Agent by any such Bank on such date, then such Bank shall pay to the
Agent for the account of the Issuing Bank, on demand made by the
Issuing Bank, in addition to such amount, an amount equal to the
product of (i) the average daily Effective Federal Funds Rate per
annum during the period referred to in clause (iii) of this sentence
times (ii) the amount of such Bank's Pro Rata Percentage of the amount
-----
of the presented draft times (iii) the number of days that elapse from
-----
the day the Issuing Bank has honored such draft to the date on which
the amount equal to such Bank's Pro Rata Percentage of the amount of
the presented draft becomes immediately available to the Issuing Bank
divided (iv) by 360. The Liquidity Bank Bonds shall, in accordance
-------
with the applicable Indenture, as of the date of payment of such
draft, bear interest at a rate per annum equal at all times to the
lesser of (i) the Prime Rate per annum or (ii) the Maximum Rate. In
the event that the Purchase Price for Liquidity Bank Bonds shall not
have been paid by the Payment Date as required hereunder, and the
Issuing Bank shall not have been otherwise reimbursed, the portion of
the Purchase Price not paid or reimbursed, notwithstanding any other
provision of this Agreement (including the occurrence and the
continuance of a Default or an Event of Default), shall be deemed
automatically and without any action by the Borrower to be an Advance
in an amount equal to such portion of the Purchase Price not paid or
reimbursed (including, without limitation, the Interest Differential,
if any) which is immediately due and payable, bearing interest at a
rate per annum equal to the lesser of the Prime Rate, plus 1.00% per
annum, or the Highest Lawful Rate, and the Borrower shall be deemed to
have purchased such Liquidity Bank Bonds. Such Advance shall be deemed
a payment by Borrower of an amount equal to the Purchase Price to the
Agent for the account of the Issuing Bank. The Agent shall promptly
notify the Tender Agent to deliver the Liquidity Bank Bonds to the
Agent for the benefit of Borrower to be held by the
-6-
Agent as collateral securing such Advance. The Borrower hereby grants
to the Agent, for the benefit of each Bank, a Lien on and a security
interest in such Liquidity Bank Bonds, until such time as such Advance
shall have been paid in full. Each drawing on a Special Letter of
Credit other than a Purchase Drawing and the reimbursement obligation
of the Borrower in respect thereof, shall, notwithstanding the
delivery of Bonds in respect thereof to the Tender Agent as custodian
for the Banks, be governed by paragraph (d) of this Section 2.03.
Nothing in this paragraph (i) or elsewhere in this Agreement shall
diminish the Borrower's obligation under this Agreement to provide the
funds for the payment of, or on demand to reimburse the Issuing Bank
for payment of, any draft presented to, and duly honored by, the
Issuing Bank under any Letter of Credit at the time and in the manner
provided under this Section 2.03 for each Letter of Credit, including
without limitation, the Special Letters of Credit, and the automatic
funding of an Advance as in this paragraph provided shall not
constitute a cure or waiver of the Event of Default for failure to
timely provide such funds as in this paragraph agreed.
(j) Other than for purposes of calculation of the principal amount
of Letters of Credit issued and outstanding under Section 2.01 of this
Agreement, each drawing honored in accordance with Section 2.03(i)
shall automatically reduce the Letter of Credit Amount of the
applicable Special Letter of Credit; provided that (i) with respect to
any Partial Drawing, the Letter of Credit Amount shall be
automatically increased immediately following such payment by the
amount paid for accrued interest on the Bonds (other than such
interest component attributable to the Bonds, the principal of which
was paid with the proceeds of such drawing) in connection therewith
(provided that such automatic reinstatement shall be revoked upon
notice from the Agent to the Credit Facility Trustee, at the request
of the Majority Banks, of such revocation within seven (7) calendar
days from and after the date on which such drawing was honored), and
(ii) with respect to any Purchase Drawing, the Letter of Credit Amount
shall be automatically increased by an amount equal to (x) the amount
drawn by such Purchase Drawing upon reimbursement of such amount to
the Issuing Bank, less (y) the portion of the amount in clause (x)
----
hereof representing principal and interest attributable to any
Liquidity Bank Bonds, or Bonds held at such time in the name of the
Borrower, the Issuer or the User. The Agent shall provide notice to
the Credit Facility Trustee and the Trustee of receipt of funds in
-7-
respect of reimbursement for each drawing under a Special Letter of
Credit which has been honored by the Issuing Bank, specifying the date
and amount of such reimbursement, and of the related drawing; provided
that, failure to provide such notice shall not diminish the
obligations of the Borrower hereunder.
(k) The obligations of the Borrower in respect of the Special
Letters of Credit shall be governed in all respects by the terms and
provisions of the Credit Agreement, as amended by this Third
Amendment.
(d) Section 3.01 of the Credit Agreement is hereby amended to add the
following new subsection (d) to the end of said Section 3.01:
(d) Notwithstanding anything in this Agreement to the contrary,
proceeds of amounts paid to the Issuing Bank for reimbursement of a
drawing under a Special Letter of Credit honored by the Issuing Bank
shall be promptly thereafter distributed by the Agent to each Bank in
accordance with such Bank's Pro Rata Percentage interest in such
Special Letter of Credit for reduction of principal or interest
outstanding, as the case may be, with respect to such Bank's
participation in such drawing.
(e) Section 7.12 of the Credit Agreement shall be amended by deleting
the first sentence following clause (iv) in said Section 7.12, and substituting
in lieu thereof the following:
Notwithstanding the above, and in any event, except for (i) Guaranties
by the Borrower of indebtedness or obligations of any Subsidiary, or
(ii) Guaranties of any Subsidiary of indebtedness or obligations of
the Borrower, or (iii) the Guaranty by the Borrower of the obligations
of the Xxxxx Partnership In Commendam in respect of the Series 1995
Lafayette Bonds and the Special Letter of Credit issued in connection
therewith, neither the Borrower nor any Subsidiary shall enter into
any Guaranty (other than checks deposited and/or endorsed in the
ordinary course of business of the Borrower or any Subsidiary) unless
(A) liability incurred by the Borrower or such Subsidiary under such
Guaranty is secured and is for a Primary Obligor's indebtedness or
other obligation, and (B) upon payment by the Borrower or such
Subsidiary on account of (or in connection with) its obligations under
the Guaranty or, after compliance with
-8-
applicable foreclosure proceedings specified by law or otherwise
agreed upon, the Borrower or such Subsidiary will become subrogated to
the right, title and interests of the beneficiary of the Guaranty or
of the Primary Obligor, to all Property securing such liability.
SECTION 2. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment
------------------------------------------
shall become effective upon satisfaction of the following conditions:
(a) Each Bank shall have received on or before the effective date of
this Amendment (the "Effective Date") this Amendment, executed by the Borrower,
the Agent and the Banks and each Guarantor:
(b) The Agent shall have received copies of the executed Bond
Documents, as that term is defined in the Refunding Agreements dated June 1,
1995 between the Lafayette Issuer and the Xxxxx Partnership In Commendam, and
between the Calcasieu Issuer and the Borrower, respectively, certified by an
officer of the Borrower as being true and correct copies of such Bond Documents;
(c) The Agent shall have received a legal opinion from counsel for
each of the Borrower, each Guarantor and the Trustee. in form and substance
satisfactory to the Banks, and such other documents or instruments as the Agent
may reasonably request.
SECTION 3. Representations of Borrower. The Borrower hereby
---------------------------
represents and warrants to the Banks the following:
(a) All of the representations and warranties contained in Article V
of the Credit Agreement are true and correct on and as of the date hereof and
will be true and correct after giving effect to this Amendment; and
(b) No event which constitutes a Default or an Event of Default under
the Credit Agreement, as amended hereby, has occurred and is continuing, or
would result from the execution and delivery of this Amendment.
SECTION 4. Capitalized Terms. The capitalized terms used herein which
-----------------
are defined in the Credit Agreement and not otherwise defined herein shall have
the meanings specified therein.
SECTION 5. Ratification. The Credit Agreement, as hereby amended, is
--------------
in all respects ratified and confirmed, and all other rights and powers created
thereby or thereunder shall be and remain in full force and effect.
-9-
SECTION 6. Counterparts. This Amendment may be executed in several
-------------
counterparts, and each counterpart, when so executed and delivered, shall
constitute an original instrument, and all such separate counterparts shall
constitute but one and the same instrument.
SECTION 7. GOVERNING LAW THIS AMENDMENT SHALL BE GOVERNED BY, AND
--------------
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
SECTION 8. PRIOR AGREEMENTS. THE CREDIT AGREEMENT, THE NOTES, THIS
------------------
AMENDMENT AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH CONSTITUTE A
"LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS & COMMERCE
CODE, AND REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
-10-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto, signed on July 12, 1995 but
dated for identification purposes and effective as of June 1, 1995.
BORROWER:
XXXXXXXXXX REALTY INVESTORS
By: [SIGNATURE APPEARS HERE]
____________________________
Title:
_________________________
AGENT:
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION, Agent
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Executive Vice President
________________________
BANKS:
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, in its individual
capacity
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Executive Vice President
_________________________
FIRST INTERSTATE BANK OF TEXAS, N.A.
[SIGNATURE APPEARS HERE]
By: ____________________________
Title: Xxxxx Xxxxxxxx,
Vice President
_________________________
-11-
NATIONSBANK OF TEXAS, N.A.
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Senior Vice President
_________________________
SIGNET BANK/VIRGINIA
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Senior Vice President
________________________
BANKS:
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, in its individual
capacity
By: [SIGNATURE APPEARS HERE]
____________________________
Title: Executive Vice President
_________________________
FIRST INTERSTATE BANK OF TEXAS, N.A.
[SIGNATURE APPEARS HERE]
By: ____________________________
Title: Xxxxx Xxxxxxxx,
Vice President
_________________________
-12-
Consent of Guarantors
---------------------
XXXXXXXXXX REALTY INVESTORS,
as successor by merger to:
WEINGARTEN/XXXXX ROAD COMPANY, INC.
WEINGARTEN RAILSPUR, INC.
WRI/BAY CITY, INC.
WEINGARTEN/VILLAGE ARCADE, INC.
AMARILLO CENTERS, INC.
CYPRESS/WESTFIELD, INC.
WEINGARTEN/NEW YORK, INC.
WRI/XXXXXXX, INC.
WRI/SW PARK II, INC.
MESQUITE/TOWN EAST, INC.
WTSC, INC.
WRI/XXXX, INC.
WEINGARTEN/VILLAGE ARCADE II, INC.
WEINGARTEN/LUBBOCK, INC.
WRI/NEDERLAND, INC.
By: [SIGNATURE APPEARS HERE]
__________________________________
Title:
__________________________________
XXXXXXXXXX/LUFKIN, INC.
(formerly WRI/Central Park North, Inc.),
as successor by merger to:
WEINGARTEN/XXXXXX THEATER, INC.
WRI/XXXXXXX INC.
WEINGARTEN/SOUTHGATE, INC.
By: [SIGNATURE APPEARS HERE]
__________________________________
Title:
__________________________________
WEINGARTEN/NOSTAT, INC.
(formerly Weingarten/Arkansas, Inc.),
as successor by merger to:
WEINGARTEN/MAINE, INC.
WEINGARTEN/TENNESSEE, INC.
WEINGARTEN/OKLAHOMA, INC.
WEINGARTEN/ARIZONA, INC.
WRI/MINISTORAGE, INC.
By: [SIGNATURE APPEARS HERE]
__________________________________
Title:
__________________________________
XXXXXXXXXX REALTY MANAGEMENT COMPANY
By: [SIGNATURE APPEARS HERE]
__________________________________
Title:
__________________________________
WRI/POST OAK, INC.
By: [SIGNATURE APPEARS HERE]
__________________________________
Title:
__________________________________
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment") dated as
of September 20, 1995, is by and among Xxxxxxxxxx Realty Investors, a Texas real
estate investment trust (the "BORROWER") AND TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, a national banking association (in its individual capacity, "TCB"),
First Interstate Bank of Texas, N.A., a national banking association ("First
Interstate"), NationsBank of Texas, N.A., a national banking association
("NationsBank"), Signet Bank/Virginia ("Signet',) and Commerzbank A.G., a
domestic branch of a bank organized under the laws of Germany ("Commerzbank"),
and each other bank which is a party to the Credit Agreement (collectively, with
TCB, First Interstate, NationsBank, Signet and Comrnerzbank, the "Banks") and
TCB as Agent for the Banks (in such capacity, the "Agent").
WHEREAS, the Agent, the Banks (excluding Commerzbank) and the Borrower
are parties to that certain Credit Agreement dated and effective as of November
22, 1994 (as it has been and may be hereafter amended or otherwise modified and
in effect from time to time, the "Credit Agreement");
WHEREAS, the Banks and the Borrower wish to amend the Credit Agreement
to reduce the amount payable for the Unused Borrowing Commitment Fee, to add
Commerzbank as a lender under the Credit Agreement, and to amend certain related
provisions under the Credit Aareement:
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter set forth, the Banks, the Agent and the
Borrower agree as follows:
SECTION 1. AMENDMENTS.
(a) Section 2.04 (a) of the Credit Agreement is hereby amended solely
for the period commencing retroactively on August 1, 1995, to and including
November 21, 1996 by:
(i) deleting from the first line of the Unused Borrowing
Commitment Fee calculation table immediately following the first full paragraph
of such definition, reference to the percentage ".20%, and substituting in lieu
thereof, ".l65%"; and
(ii) deleting from the reference table indicated for the Coverage
Ratio following the proviso in said Section 2.04(a), reference to the percentage
".20%", and substituting in lieu thereof ".165%".
; provided that, from and after November 21, 1996 Section 2.04(a) shall be in
effect in its form immediately prior to the foregoing amendments.
-1-
(b) Section 10.08(a)(i) of the Credit Agreement is hereby amended as
of the Effective Date (as defined below) to delete the number "$80,000,000" in
said clause (i), and to substitute in lieu thereof the number "$73,000,000".
(c) Xxxxxxxxxx Nostat, Inc. ( in its capacity as successor by merger
to Mesquite/Town East, Inc.) hereby ratifies and confirms the Consent of
Guarantor contnined in the Third Amendment to Credit Agreement, dated effective
as of June 1, 1995 but with an "Effective Date" stipulated by the parties to be
July 12, 1995. Such Third Amendment inadvertently and erroneously indicated that
the Borrower was successor by merger to Mesquite/Town East, Inc.
(d) In connection with, and contemporaneously with, this Amendment,
Commerzbank has purchased (or will purchase) from each of TCB, Signet, First
Interstate and NationsBank, in accordance with Section 10.08 of the Credit
Agreement, as amended hereby, a portion of the Commitments and the Notes held by
such Banks, and of the interest of each such Bank in Letters of Credit which are
issued and outstanding, and accordingly Comrnerzbank shall be, and shall be
deemed to be, for all purposes a "Bank" under the Credit Agreement and the other
Loan Documents. The requirement under Section 10.08(a) of the Credit Agreement
that each assignment shall equal or exceed the lesser of $10,000,000 or the
remaining Commitment held by an Assigning Bank is hereby waived for purposes of
the purchases described in the foregoing sentence. After giving effect to this
Amendment, each Bank's replacement Note, dated September 20, 1995, and each
Bank's Commitment shall be in the principal amount set forth below:
Bank Principal Amount
---- ----------------
TCB $ 73,000,000
NationsBank $ 45,000,000
First Interstate $ 40,000,000
Signet $ 22,000,000
Commerzbank $ 20.000.000
------------
Total $200,000,000
SECTION 2. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment
shall become effective upon satisfaction of the following conditions (which
shall be evidenced by the signatures of all parties hereto; such date shall be
deemed to be the "Effective Date", and such date shall be evidenced by a notice
in writing from Agent to Borrower and Banks sent on the date on which the last
signature has been received, or as soon as practical thereafter):
(a) The Agent shall have received, on behalf of each Bank, this
Amendment, executed by the Borrower, the Agent, the Banks and each Guarantor;
(b) The Agent shall have received from each of Commerzbank, TCB,
NationsBank, First Interstate and Signet an Assignment and Acceptance Agreement
with respect to
-2-
the purchase by COMMERZBANK OF THE Commitments, the Notes and interests in
Letters of Credit held by TCB, NationsBank, First Interstate and Signet;
(c) The Borrower shall have executed and delivered to the Agent for
each of TCB, NationsBank, First Interstate, Signet and Commerzbank, new
replacement Notes in the amount of each such Bank's Pro Rata Share of the
Commitments, after giving effect to the purchases described in Section l(d) of
this Amendment in exchange for executed copies of each of the Assignment and
Acceptance Agreements and the old Notes; and
(d) The Agent shall have received such other documents or instruments
as the Agent may reasonably request.
SECTION 3. REPRESENTATIONS OF BORROWER. The Borrower hereby represents
and warrants to the Banks the following:
(a) All of the representations and warranties contained in Article V
of the Credit Agreement are true and correct on and as of the date hereof and
will be true and correct after giving effect to this Amendment; and
(b) No event which constitutes a Default or an Event of Default under
the Credit Agreement, as amended hereby, has occurred and is continuing, or
would result from the execution and delivery of this Amendment.
SECTION 4. NOTICES. Agent and Commerzbank hereby designate their
current address for notices pursuant to Section 10.02 ofthe Credit Agreement as
follows:
Agent: Texas Commerce Bank
National Association
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xx. Xxxxxxx Xxxxxxx
With a copy to: 0000 Xxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Manager, Loan
Syndication Services
Commerzbank: Commerzbank, A.G.
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Mr. Xxxx Xxxx
Xx. Xxxxx Xxxxxx
- 3 -
SECTION 5. CAPITALIZED TERMS. The capitalized terms used herein which
are defined in the Credit Agreement and not otherwise defined herein shall have
the meanings specified therein.
SECTION 6. RATIFICATION. The Credit Agreement, as hereby amended, is
in all respects ratified and confirmed, and all other rights and powers created
thereby or thereunder shall be and remain in full force and effect.
SECTION 7. COUNTERPARTS. This Amendment may be executed in several
counterparts, and each counterpart, when so executed and delivered, shall
constitute an original instrument, and all such separate counterparts shall
constitute but one and the same instrument.
SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
SECTION 9. PRIOR AGREEMENTS. THE CREDIT AGREEMENT, THE NOTES, THIS
AMENDMENT AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH CONSTITUTE A
"LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS & COMMERCE
CODE, AND REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
-4-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto, dated as of the date and year
first written above.
BORROWER:
XXXXXXXXXX REALTY INVESTORS
By: [SIGNATURE APPEARS HERE]
----------------------------------------
Title: Executive Vice President and
Chief Financial Officer
------------------------------------
AGENT:
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION, Agent
By: [SIGNATURE APPEARS HERE]
----------------------------------------
Title: Executive Vice President
------------------------------------
BANKS:
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, in its individual
By: [SIGNATURE APPEARS HERE]
----------------------------------------
Title: Executive to Vice President
------------------------------------
FIRST INTERSTATE BANK OF TEXAS, N.A.
By: [SIGNATURE APPEARS HERE]
----------------------------------------
Title: Vice President
------------------------------------
-5-
Signature page of Fourth Amendment
to Credit Agreement dated as of
September 20, 0000
XXXXXXXXXXX XX XXXXX, N.A.
By: [SIGNATURE APPEARS HERE]
----------------------------------------
Title: Senior Vice President
------------------------------------
SIGNET BANK/VIRGINIA
By: [SIGNATURE APPEARS HERE]
----------------------------------------
Title: Senior Vice President
------------------------------------
COMMERZBANK, A.G.
By: [SIGNATURE OF XXXXXXX X. XXXXXX
APPEARS HERE]
----------------------------------------
Title: Senior Vice President & Manager
------------------------------------
COMMERZBANK, A.G.
By: [SIGNATURE OF XXXX X. XXXXXXX
APPEARS HERE]
----------------------------------------
Title: Assistant Vice President
------------------------------------
-6-
Consent of Guarators:
XXXXXXXXXX REALTY INVESTORS,
as successor by merger to:
WEINGARTEN/XXXXX ROAD COMPANY, INC.
WEINGARTEN RAILSPUR, INC.
WRI/BAY CITY, INC.
WEINGARTEN/VILLAGE ARCADE, INC.
AMARILLO CENTERS, INC.
CYPRESS/WESTFIELD, INC.
WEINGARTEN/NEW YORK, INC.
WRI/XXXXXXX, INC.
WRI/SW PARK II, INC.
WTSC, INC.
WRI/XXXX, INC.
WEINGARTEN/VILLAGE ARCADE II, INC.
WEINGARTEN/LUBBOCK, INC.
WRI/NEDERLAND, INC.
By: [SIGNATURE APPEARS HERE]
-------------------------------------
Title: Vice President
----------------------------------
XXXXXXXXXX/LUFKIN, INC.
(formerly WRI/Central Park North, Inc.),
as successor by merger to:
WEINGARTEN/XXXXXX THEATER, INC.
WRI/XXXXXXX INC.
WEINGARTEN/SOUTHGATE, INC.
By: [SIGNATURE APPEARS HERE]
-------------------------------------
Title: Vice President
---------------------------------
-7-
Signature page of Fourth Amendment
to Credit Agreement dated as of
September 20, 1995
XXXXXXXXXX NOSTAT, INC.
(formerly Weingarten/Arkansas, Inc.)
as successor by merger to:
WEINGARTEN/MAINE, INC.
WEINGARTEN/TENNESSEE, INC.
WEINGARTEN/OKLAHOMA,INC.
WEINGARTEN/ARIZONA, INC.
WRI/MINISTORAGE, INC.
MESQUITE/TOWN EAST, INC.
By: [SIGNATURE APPEARS HERE]
-----------------------------------
Title: Vice President
-------------------------------
XXXXXXXXXX REALTY MANAGEMENT COMPANY
By: [SIGNATURE APPEARS HERE]
-----------------------------------
Title: Vice President
-------------------------------
WRI/POST OAK, INC.
By: [SIGNATURE APPEARS HERE]
-----------------------------------
Title: Vice President
-------------------------------
-8-
Signature page of Fourth Amendment
to Credit Agreement dated as of
September 20, 1995
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment") dated as
of October 22, 1995, is by and among Xxxxxxxxxx Realty Investors, a Texas real
estate investment trust ("Borrower") and TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, a national banking association (in its individual capacity, "TCB"),
First Interstate Bank of Texas, N.A., a national banking association ("First
Interstate"), NationsBank of Texas, N.A., a national banking association
("NationsBank"), Signet Bank/Virginia ("Signet") and Commerzbank, A.G., a
domestic branch of a bank organized under the laws of Germany ("Commerzbank"),
and each other bank which is a party to the Credit Agreement (collectively, with
TCB, First Interstate, NationsBank, Signet and Commerzbank, the "Banks") and TCB
as Agent for the Banks (in such capacity, the "Agent").
WHEREAS, the Agent, the Banks and the Borrower are parties to that
certain Credit Agreement dated and effective as of November 22, 1994 (as it has
been and may be hereafter amended or otherwise modified and in effect from time
to time, the "Credit Agreement");
WHEREAS, pursuant to Section 2.11 ot the Credit Agreement, the
Borrower has given timely notice in writing to the Agent reflecting the
Borrower's desire to extend the Termination Date to a date which is the first
anniversary of the current Termination Date, and the Banks have consented to
such extension;
WHEREAS, the Banks and the Borrower wish to amend the Credit Agreement
to extend the Termination Date to a date which is the first anniversary of the
current Termination Date;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter set forth, the Banks, the Agent and the
Borrower agree as follows:
SECTION 1. AMENDMENTS.
(a) Section 2.11 of the Credit Agreement is hereby amended by
deleting from the second line of the section the date "November 21, 1997"
therefrom, and substituting in lieu thereof the date "November 21, 1998".
(b) The definition of "Termination Date" under Section 1.01 of the
Credit Agreement is hereby amended by deleting the date "November 21, 1997"
therefrom, and substituting in lieu thereof the date "November 21, 1998".
SECTION 2. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment
shall become effective upon satisfaction of the following conditions (which
shall be evidenced by the signatures of all parties hereto; such date shall be
deemed to be the "Effective Date"):
-1-
(a) The Agent shall have received, on behalf of each Bank, this
Amendment, executed by the Borrower, the Agent, the Banks and each Guarantor;
(b) The Agent shall have received such other documents or instruments
as the Agent may reasonably request.
SECTION 3. REPRESENTATIONS OF BORROWER. The Borrower hereby represents
and warrants to the Banks the following:
(a) All of the representations and warranties contnined in Article V
of the Credit Agreement are true and correct on and as of the date hereof and
will be true and correct after giving effect to this Amendment; and
(b) No event which constitutes a Default or an Event of Default under
the Credit Agreement, as amended hereby, has occurred and is continuing, or
would result from the execution and delivery of this Amendment.
SECTION 4. CAPITALIZED TERMS. The capitalized terms used herein which
are defined in the Credit Agreement and not otherwise defined herein shall have
the meanings specified therein.
SECTION 5. RATIFICATION. The Credit Agreement, as hereby amended, is
in all respects ratified and confirmed, and all other rights and powers created
thereby or thereunder shall be and remain in full force and effect.
SECTION 6. COUNTERPARTS. This Amendment may be executed in several
counterparts, and each counterpart, when so executed and delivered, shall
constitute an original instrument, and all such separate counterparts shall
constitute but one and the same instrument.
SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
SECTION 8. PRIOR AGREEMENTS. THE CREDIT AGREEMENT, THE NOTES, THIS
AMENDMENT AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH CONSTITUTE A
"LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS & COMMERCE
CODE, AND REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto, dated as of the date and
year first written above.
BORROWER:
XXXXXXXXXX REALTY INVESTORS
By: [SIGNATURE APPEARS HERE]
----------------------------------------
Title: Executive Vice President
------------------------------------
AGENT:
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION, Agent
By: [SIGNATURE APPEARS HERE]
----------------------------------------
Title: Vice President
------------------------------------
BANKS:
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, in its individual capacity
By: [SIGNATURE APPEARS HERE]
----------------------------------------
Title: Vice President
------------------------------------
FIRST INTERSTATE BANK OF TEXAS, N.A.
By: [SIGNATURE APPEARS HERE]
----------------------------------------
Title: Vice President
------------------------------------
-3-
Signature page of Fifth
Amendment to Credit Agreement
dated as of October 22, 0000
XXXXXXXXXXX XX XXXXX, N.A.
By: [SIGNATURE APPEARS HERE]
----------------------------------------
Title: Senior Vice President
------------------------------------
SIGNET BANK/VIRGINIA
By: [SIGNATURE APPEARS HERE]
----------------------------------------
Title: Senior Vice President
------------------------------------
COMMERZBANK, A.G.
By: [SIGNATURE OF XXXXXXX X. XXXXXX
APPEARS HERE]
----------------------------------------
Title: Senior Vice President & Manager
------------------------------------
COMMERZBANK, A.G.
By: [SIGNATURE OF XXXXX X. XXXXXX
APPEARS HERE]
----------------------------------------
Title: Vice President
------------------------------------
-4-
Signature page of Fifth
Amendment to Credit Agreement
dated as of October 22, 1995
Consent of Guarators:
XXXXXXXXXX REALTY INVESTORS,
as successor by merger to:
WEINGARTEN/XXXXX ROAD COMPANY, INC.
WEINGARTEN RAILSPUR, INC.
WRI/BAY CITY, INC.
WEINGARTEN/VILLAGE ARCADE, INC.
AMARILLO CENTERS, INC.
CYPRESS/WESTFIELD, INC.
WEINGARTEN/NEW YORK, INC.
WRI/XXXXXXX, INC.
WRI/SW PARK II, INC.
WTSC, INC.
WRI/XXXX, INC.
WEINGARTEN/VILLAGE ARCADE II, INC.
WEINGARTEN/LUBBOCK, INC.
WRI/NEDERLAND, INC.
By: [SIGNATURE APPEARS HERE]
-------------------------------------
Title: Vice President
----------------------------------
XXXXXXXXXX/LUFKIN, INC.
(formerly WRI/Central Park North, Inc.),
as successor by merger to:
WEINGARTEN/XXXXXX THEATER, INC.
WRI/XXXXXXX INC.
WEINGARTEN/SOUTHGATE, INC.
By: [SIGNATURE APPEARS HERE]
-------------------------------------
Title: Vice President
---------------------------------
-5-
SIGNATURE PAGE OF FIFTH
AMENDMENT TO CREDIT AGREEMENT
DATED AS OF OCTOBER 22, 1995
XXXXXXXXXX NOSTAT, INC.
(formerly Weingarten/Arkansas, Inc.)
as successor by merger to:
WEINGARTEN/MAINE, INC.
WEINGARTEN/TENNESSEE, INC.
WEINGARTEN/OKLAHOMA,INC.
WEINGARTEN/ARIZONA, INC.
WRI/MINISTORAGE, INC.
MESQUITE/TOWN EAST, INC.
By: [SIGNATURE APPEARS HERE]
-----------------------------------
Title: Vice President
-------------------------------
XXXXXXXXXX REALTY MANAGEMENT COMPANY
By: [SIGNATURE APPEARS HERE]
-----------------------------------
Title: Vice President
-------------------------------
WRI/POST OAK, INC.
By: [SIGNATURE APPEARS HERE]
-----------------------------------
Title: Vice President
-------------------------------
-6-
SIGNATURE PAGE OF FIFTH
AMENDMENT TO CREDIT AGREEMENT
DATED AS OF OCTOBER 22, 1995
SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment") dated as of
November , 1995, is by and among Xxxxxxxxxx Realty Investors, a Texas real
estate investment trust (the "Borrower") and TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, a national banking association (in its individual capacity, "TCB"),
First Interstate Bank of Texas, N.A., a national banking association ("First
Interstate"), NationsBank of Texas, N.A., a national banking association
("NationsBank"), Signet Bank/Virginia ("Signet,') and Commerzbank, A.G., a
domestic branch of a bank organized under the laws of Germany ("Commerzbank"),
and each other bank which is a party to the Credit Agreement (collectively, with
TCB, First Interstate, NationsBank, Signet and Commerzbank, the "Banks") and TCB
as Agent for the Banks (in such capacity, the "Agent").
WHEREAS, the Agent, the Banks and the Borrower are parties to that
certain Credit Agreement dated and effective as of November 22, 1994 (as it has
been and may be hereafter amended or otherwise modified and in effect from time
to time, the "Credit Agreement");
WHEREAS, the Banks and the Borrower wish to amend the Credit Agreement
to increase the principal amount of the Letter of Credit Commitments;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter set forth. the Banks, the Agent and the
Borrower agree as follows:
SECTION 1. AMENDMENT.
(a) The definition of "Letter of Credit Commitment" under Section 1.01
of the Credit Agreement is hereby amended by deleting the number "$15,000,000"
therefrom, and substituting in lieu thereof the number "$50,000,000".
SECTION 2. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment
shall become effective upon satisfaction of the following conditions (which
shall be evidenced by the signatures of all parties hereto; such date shall be
deemed to be the "Effective Date"):
(a) The Agent shall have received, on behalf of each Bank, this
Amendment, executed by the Borrower, the Agent, the Banks and each Guarantor;
(b) The Agent shall have received such other documents or instruments
as the Agent may reasonably request.
SECTION 3. Representations of Borrower. The Borrower hereby represents
and warrants to the Banks the following:
-1-
(a) All of the representations and warranties contained in Article V
of the Credit Agreement are true and correct on and as of the date hereof and
will be true and correct after giving effect to this Amendment; and
(b) No event which constitutes a Default or an Event of Default under
the Credit Agreement, as amended hereby, has occurred and is continuing, or
would result from the execution and delivery of this Amendment.
SECTION 4. CAPITALIZED TERMS. The capitalized terms used herein which
are defined in the Credit Agreement and not otherwise defined herein shall have
the meanings specified therein.
SECTION 5. RATIFICATION. The Credit Agreement, as hereby amended, is
in all respects ratified and confirmed, and all other rights and powers created
thereby or thereunder shall be and remain in full force and effect.
SECTION 6. COUNTERPARTS. This Amendment may be executed in several
counterparts, and each counterpart, when so executed and delivered, shall
constitute an original instrument, and all such separate counterparts shall
constitute but one and the same instrument.
SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
SECTION 8. PRIOR AGREEMENTS. THE CREDIT AGREEMENT, THE NOTES, THIS
AMENDMENT AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH CONSTITUTE A
"LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS & COMMERCE
CODE, AND REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto, dated as of the date and
year first written above.
BORROWER:
XXXXXXXXXX REALTY INVESTORS
By: [SIGNATURE APPEARS HERE]
----------------------------------------
Title: Executive Vice President
------------------------------------
AGENT:
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION, Agent
By: [SIGNATURE APPEARS HERE]
----------------------------------------
Title: Vice President
------------------------------------
BANKS:
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, in its individual capacity
By: [SIGNATURE APPEARS HERE]
----------------------------------------
Title: Vice President
------------------------------------
FIRST INTERSTATE BANK OF TEXAS, N.A.
By: [SIGNATURE APPEARS HERE]
----------------------------------------
Title: Vice President
------------------------------------
-3-
SIGNATURE PAGE OF SIXTH
AMENDMENT TO CREDIT AGREEMENT
DATED AS NOVEMBER __, 1995
NATIONSBANK OF TEXAS, N.A.
By: [SIGNATURE APPEARS HERE]
----------------------------------------
Title: Senior Vice President
------------------------------------
SIGNET BANK/VIRGINIA
By: [SIGNATURE APPEARS HERE]
----------------------------------------
Title: Senior Vice President
------------------------------------
COMMERZBANK, A.G.
Atlanta Agency
By: [SIGNATURE OF XXXXXXX XXXXXX
APPEARS HERE]
----------------------------------------
Title: Senior Vice President & Manager
------------------------------------
COMMERZBANK, A.G.
Atlanta Agency
By: [SIGNATURE OF XXXXX XXXXXX
APPEARS HERE]
----------------------------------------
Title: Vice President
------------------------------------
-4-
SIGNATURE PAGE OF SIXTH
AMENDMENT TO CREDIT AGREEMENT
DATED AS NOVEMBER __, 1995
Consent of Guarators:
XXXXXXXXXX REALTY INVESTORS,
as successor by merger to:
WEINGARTEN/XXXXX ROAD COMPANY, INC.
WEINGARTEN RAILSPUR, INC.
WRI/BAY CITY, INC.
WEINGARTEN/VILLAGE ARCADE, INC.
AMARILLO CENTERS, INC.
CYPRESS/WESTFIELD, INC.
WEINGARTEN/NEW YORK, INC.
WRI/XXXXXXX, INC.
WRI/SW PARK II, INC.
WTSC, INC.
WRI/XXXX, INC.
WEINGARTEN/VILLAGE ARCADE II, INC.
WEINGARTEN/LUBBOCK, INC.
WRI/NEDERLAND, INC.
By: [SIGNATURE APPEARS HERE]
-------------------------------------
Title: Vice President
----------------------------------
XXXXXXXXXX/LUFKIN, INC.
(formerly WRI/Central Park North, Inc.),
as successor by merger to:
WEINGARTEN/XXXXXX THEATER, INC.
WRI/XXXXXXX INC.
WEINGARTEN/SOUTHGATE, INC.
By: [SIGNATURE APPEARS HERE]
-------------------------------------
Title: Vice President
---------------------------------
-5-
SIGNATURE PAGE OF SIXTH
AMENDMENT TO CREDIT AGREEMENT
DATED AS NOVEMBER __, 1995
XXXXXXXXXX NOSTAT, INC.
(formerly Weingarten/Arkansas, Inc.)
as successor by merger to:
WEINGARTEN/MAINE, INC.
WEINGARTEN/TENNESSEE, INC.
WEINGARTEN/OKLAHOMA,INC.
WEINGARTEN/ARIZONA, INC.
WRI/MINISTORAGE, INC.
MESQUITE/TOWN EAST, INC.
By: [SIGNATURE APPEARS HERE]
-----------------------------------
Title: Vice President
-------------------------------
XXXXXXXXXX REALTY MANAGEMENT COMPANY
By: [SIGNATURE APPEARS HERE]
-----------------------------------
Title: Vice President
-------------------------------
WRI/POST OAK, INC.
By: [SIGNATURE APPEARS HERE]
-----------------------------------
Title: Vice President
-------------------------------
-6-
SIGNATURE PAGE OF SIXTH
AMENDMENT TO CREDIT AGREEMENT
DATED AS NOVEMBER __, 1995
