FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT AND CONSENT AGREEMENT
EXHIBIT 10.3
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
AND CONSENT AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT AND CONSENT AGREEMENT, dated as of May 18, 2001 (this “Amendment”), among EOP OPERATING LIMITED PARTNERSHIP (the “Borrower”) and the BANKS listed on the signature pages hereof (the “Banks”).
W I T N E S S E T H
WHEREAS, the parties to this Amendment are parties to that certain Revolving Credit Agreement, dated as of May 12, 2000 (the “Credit Agreement”); and
WHEREAS, the Borrower requested an amendment to the definition of “Permitted Holdings” provided in the Credit Agreement and a consent pursuant to Section 5.9 of the Credit Agreement for the proposed merger of Xxxxxxx Properties, Inc. (“Xxxxxxx”) with and into Equity Office Properties Trust (“EOPT”) and Xxxxxxx Properties, LP., with and into Borrower (the “Xxxxxxx Merger”).
NOW, THEREFORE, the parties hereto agree as follows:
1. Defined Terms. Capitalized term used in this Amendment and not defined herein shall have the meaning provided in the Credit Agreement.
2. Permitted Holdings. Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Permitted Holdings“on page 21 of the Credit Agreement and substituting the following therefor:
| “Permitted Holdings” means Unimproved Assets, Development Activity, Joint Venture Interests, interests in Taxable REIT Subsidiaries, Investment Mortgages, Securities and Properties which constitute primarily warehouse distribution facilities, but only to the extent permitted in Section 5.8. |
3. Xxxxxxx Merger. The Banks hereby consent pursuant to Section 5.9 of the Credit Agreement to the Xxxxxxx Merger. The consent granted hereby shall be a one time consent and shall not be deemed to be a waiver of any future consent rights of the Banks pursuant to the Credit Agreement.
4. Effectiveness of Amendment and Waiver.
(a) Pursuant to Section 9.5 of the Credit Agreement, the amendment to the Credit Agreement pursuant to Section 2 of this Amendment shall become effective on the date upon which the Borrower and the Required Banks shall have executed this Amendment.
(b) Pursuant to Section 5.9 of the Credit Agreement, the consent to the merger transaction between the Borrower, EOPT and Xxxxxxx pursuant to Section 2 of this Amendment shall become effective on the date upon which the Borrower and the Majority Banks shall have executed this Amendment.
5. Representations and Warranties. The Borrower hereby represents and warrants that each of the representations and warranties contained in the Credit Agreement or in any other Loan Document, are true and correct in all material respects immediately after giving effect to this Amendment, on and as of the date hereof, it being understood and agreed that all references to the Credit Agreement in the Credit Agreement and the other Loan Documents shall be deemed for purposes of this Section to mean the Credit Agreement, as amended by this Amendment.
6. Ratification of Credit Agreement. Except as herein expressly amended, the Credit Agreement, as amended by this Agreement, is in all respects ratified and confirmed.
8. Headings. Each of the captions contained in this Amendment are for the convenience of reference only and shall not define or limit the provisions hereof.
9. Governing Law. This Amendment shall be governed by the laws of the State of New York, without regard to choice of law rules.
10. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall constitute an original and all of which when taken together shall constitute one binding agreement.
11. Severability. The provisions of this Amendment are severable, and if any one clause or provision hereof shall be held invalid or unenforeceable in whole or in part, then such invalidity or uneforceablity shall affect only such clause or provision, or part thereof, and not any other clause or provision of this Amendment.
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2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
| EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership |
| By: Equity Office Properties Trust, a Maryland real estate investment trust, its managing general partner |
| By:
/s/ XXXXXXX FEAR
Name: Xxxxxxx Fear Title: Senior Vice President, Treasurer |
EQUITY OFFICE PROPERTY TRUST hereby consents to this First Amendment to Revolving Credit Agreement and Consent Agreement and ratifies its obligations under that certain Guaranty of Payment – No. 1, dated as of May 12, 2000, by Equity Office Property Trust to Bank of America, N.A., as administrative agent, and that certain Guaranty of Payment – No. 2, dated as of May 12, 2000, by Equity Office Properties Trust to Bank of America, as administrative agent.
EQUITY OFFICE PROPERTIES TRUST,
a Maryland real estate investment trust
By:/s/ XXXXXXX FEAR
Name: Xxxxxxx Fear
Title: Senior Vice President, Treasurer
S-1
| BANK OF AMERICA, N.A., as a Bank |
| By:/s/ XXXXXXX XXXXXXXXXX
Name: Xxxxxxx Xxxxxxxxxx Title: Vice President |
| Commitment: $68,000,000 |
S-2
| THE CHASE MANHATTAN BANK, as a Bank |
| By: /s/ XXXX X. XXXXXXXXXX
Name: Xxxx X. Xxxxxxxxxx Title: Vice President |
| Commitment: $68,000,000 |
S-3
| XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as a Bank |
| By: /s/ XXXXXX XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxx Xxxxxxxx Title: Vice President |
| Commitment: $68,000,000 |
S-4
| UBS AG STAMFORD BRANCH, as a Bank |
| By:/s/ XXXXX XXXXXXX Name: Xxxxx Xxxxxxx Title: Director |
| By:/s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Director |
| Commitment: $68,000,000 |
S-5
| PNC BANK, NATIONAL ASSOCIATION, as a Bank |
| By: /s/ XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Vice President |
| Commitment: $65,000,000 |
S-6
| FLEET NATIONAL BANK, as a Bank |
| By:
Name: Title: |
| Commitment: $65,000,000 |
X-0
| XXXXXXXX XXXX XX, XXX XXXX AND GRAND CAYMAN BRANCHES, as a Bank |
| By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Vice President |
| By: /s/ XXXXX XXXXX Name: Xxxxx Xxxxx Title: Assistant Treasurer |
| Commitment: $65,000,000 |
X-0
| XXXXXXXXXXX XX, XXX XXXX BRANCH, as a Bank |
| By: /s/ XXXXXXX X.
XXXXXXX Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President |
| By: /s/ XXXXX
XXXXXXXX
Name: Xxxxx Xxxxxxxx Title: Assistant Vice President |
| Commitment: $65,000,000 |
S-9
| U.S. BANK NATIONAL ASSOCIATION, as a Bank |
| By:
Name: Title: |
| Commitment: $65,000,000 |
S-10
| BANK ONE, NA, as a Bank |
| By: /s/ XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Vice President |
| Commitment: $42,000,000 |
S-11
| BANKERS TRUST COMPANY, as a Bank |
| By: /s/ XXXXXX X. LEPHRAN Name: Xxxxxx X. Lephran Title: Director |
| Commitment: $42,000,000 |
X-00
| XXXXXXXXXX XXXX-XXX XXXXXXXXXXX AG (NEW YORK BRANCH), as a Bank |
| By:
Name: Title: |
| Commitment: $42,000,000 |
S-13
| THE INDUSTRIAL BANK OF JAPAN, LIMITED, as a Bank |
| By: /s/ XXXXXXX X. XXXXXXXX Name: Xxxxxxx X. Xxxxxxxx Title: Joint General Manager |
| Commitment: $42,000,000 |
S-14
| NATIONAL AUSTRALIA BANK LIMITED, as a Bank |
| By:
Name: Title: |
| Commitment: $42,000,000 |
X-00
| XXX XXXX XX XXXX XXXXXX, XXX XXXX AGENCY, as a Bank |
| By:
/s/ X.X. XXXXX
Name: X.X. Xxxxx Title: Managing Director |
| Commitment: $31,000,000 |
S-16
| WACHOVIA BANK, N.A., as a Bank |
| By:
/s/ XXXX
X. XXXXXX
Name: Xxxx X. Xxxxxx Title: SVP |
| Commitment: $31,000,000 |
X-00
| XXXXX XXXX XX XXXXXXXXXX, N.A., as a Bank |
| By: /s/
XXXXXXX XXXXXXXXXXX
Name: Xxxxxxx Xxxxxxxxxxx Title: Senior Vice President |
| Commitment: $31,000,000 |
S-18
| LASALLE BANK NATIONAL ASSOCIATION, as a Bank |
| By: /s/ XXXX XXXXXXXXXX Name: Xxxx Xxxxxxxxxx Title: V.P. |
| Commitment: $25,000,000 |
S-19
| FIRSTAR BANK, NATIONAL ASSOCIATION, as a Bank |
| By: /s/ XXXXXXX X XXXXX Name: Xxxxxxx X Xxxxx Title: Senior Vice President |
| Commitment: $25,000,000 |
S-20
| THE NORTHERN TRUST COMPANY, as a Bank |
| By:
Name: Title: |
| Commitment: $25,000,000 |
S-21
| XXXXX XXX COMMERCIAL BANK, LTD., L.A. BRANCH, as a Bank |
| By:
Name: Title: |
| Commitment: $25,000,000 |
S-22
