EXHIBIT 99.2
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (the
"Second Amendment") is made as of the 7/th/ day of April, 1998, by and among
Xxxxxxx X. Xxxxx Residential Realty L.P., a Delaware limited partnership (the
"Borrower"), PNC Bank, National Association, as Administrative Agent and as a
Bank, NationsBank, N.A., as Syndication Agent and as a Bank, U.S. Bank National
Association, as Documentation Agent and as a Bank, and the other Banks joining
in the execution of this Second Amendment.
W I T N E S S E T H:
WHEREAS, as of February 26, 1998, the above-referenced parties entered into
the Third Amended and Restated Credit Agreement (the "Agreement") which provided
for a $250,000,000 unsecured revolving line of credit to be made available by
the Banks to the Borrower;
WHEREAS, as of March 31, 1998, the above-referenced parties entered into
the First Amendment to Third Amended and Restated Credit Agreement (the "First
Amendment") (all references to the Agreement shall include the Agreement as
amended by the First Amendment) wherein the parties agreed, among other things,
to increase the amount of the Commitments (as hereinafter defined) to
$300,000,000; and
WHEREAS, the parties have agreed to further amend the Agreement to reflect
certain matters which have been agreed to by the parties, including, without
limitation, a decrease in the amount of the Commitments to $275,000,000.
NOW, THEREFORE, the parties hereto, for good and valuable consideration,
the receipt and sufficiency thereof being hereby acknowledged, and intending to
be legally bound hereby, covenant and agree as follows:
1. All capitalized terms employed herein shall have the meanings ascribed
thereto in the Agreement unless defined to the contrary herein.
2. The definition of the term "Commitment" is hereby amended to provide
in full as follows:
"Commitment" means, with respect to each Bank, the amount set forth
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opposite
the name of such Bank on Schedule I hereto (and, for each Bank which is
an Assignee, the amount set forth in the Assignment and Assumption Agreement
entered into pursuant to Section 9.6(c) as the Assignee's commitment), as such
amount may be reduced or increased from time to time pursuant to the provisions
hereof, which Commitments, effective on April 7/th/, 1998, aggregate the sum of
Two Hundred Seventy-Five Million Dollars ($275,000,000).
3. Section 2.3(a) is hereby amended to provide in full as follows:
SECTION 2.3. Money Market Borrowings.
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(a) The Money Market Option. From time to time during the Term
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following the end of the Syndication Period, and provided that at such time
either Borrower or CESRRI maintains the Investment Grade Ratings, the Borrower
may, as set forth in this Section 2.3, request the Banks during the Term to make
offers to make Money Market Loans to the Borrower, provided that the aggregate
amount of Money Market Loans shall not exceed, at any time, the lesser of (i)
$137,500,000 in the aggregate outstanding, and (ii) (A) the lesser of (I) the
aggregate Commitments or (II) Loan Availability, minus (B) all other Loans then
outstanding and Letter of Credit Usage, and (iii) fifty percent (50%) of the
lesser of (A) the aggregate Commitments or (B) Loan Availability. Subject to
the provisions of this Agreement, the Borrower may repay any outstanding Money
Market Loan only on the last day of the Interest Period applicable thereto and
any amounts so repaid may be reborrowed, up to the amount available under this
Section 2.3 or under Section 2.1, as applicable, at the time of such Borrowing,
until the Domestic Business Day next preceding the Maturity Date. The Banks
may, but shall have no obligation to, make such offers and the Borrower may, but
shall have no obligation to, accept any such offers in the manner set forth in
this Section 2.3.
4. Section 2.5(a) is hereby amended to provide in full as follows:
SECTION 2.5. Notes.
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(a) The Base Rate Loans and the Euro-Dollar Loans of each Bank shall
be evidenced by a single Revolving Credit Note in the amount of its Commitment
payable to the order of such Bank for the account of its Applicable Lending
Office. The Money Market Loans of each Bank, including each Designated Lender,
shall be evidenced by a single Bid Rate Note in the amount of up to
$137,500,000, payable to the order of such Bank for the account of its
Applicable Lending Office.
5. Schedule I to the Agreement is hereby deleted and Schedule I attached
hereto shall be substituted therefor.
6. Notwithstanding any provision of the Agreement to the contrary, the
reduction in the Commitments to be made pursuant to this Second Amendment shall
be allocated entirely to the Commitment of PNC, and not prorata to the
Commitments of all of the Banks.
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7. The Borrower represents and warrants that no Default and no Event of
Default has occurred and is continuing or exists under the Agreement.
8. The Borrower hereby certifies to the Banks that the representations
and warranties contained in Article IV of the Agreement are true and correct
with the same effect as though such representations and warranties had been made
on the date hereof (except to the extent that any such representation or
warranty relates solely to an earlier date).
9. Except as specifically modified herein, the Agreement is hereby
ratified and confirmed and shall remain in full force and effect.
10. This Second Amendment may be executed by the parties hereto in
multiple counterparts, and, when so executed by all of the parties, such
multiple counterparts shall be deemed to constitute a single, integrated
agreement.
11. This Second Amendment shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Second
Amendment as of the day and year first above written.
XXXXXXX X. XXXXX RESIDENTIAL REALTY L.P.,
a Delaware limited partnership
By: Xxxxxxx X. Xxxxx Residential Realty, Inc., a
Maryland corporation, its general partner
By: /s/ X.X. Xxxxxx
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X.X. Xxxxxx,
Senior Vice President and
Chief Financial Officer
PNC BANK, NATIONAL ASSOCIATION, as
Administrative Agent and as a Bank
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
NATIONSBANK, N.A, as Syndication Agent and as a Bank
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
X.X.XXXX NATIONAL ASSOCIATION, as
Documentation Agent and as a Bank
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
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FLEET NATIONAL BANK, a national banking association,
as a Bank
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
THE CHASE MANHATTAN BANK.
as a Bank
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
COMMERZBANK AKTIENGESELLSCHAFT
NEW YORK BRANCH, as a Bank
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
CRESTAR BANK, as a Bank
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
FIRST UNION NATIONAL BANK, a national
banking association, as a Bank
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
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CONSENT
The undersigned, having executed and delivered the Guaranties as defined in
the Agreement referenced in the foregoing Second Amendment to Third Amended and
Restated Credit Agreement, hereby consent to the Second Amendment to Third
Amended and Restated Credit Agreement and to the amendments to the Agreement
contained therein, and hereby ratify and confirm the undersigned's obligations
under the Guaranties. All references in the respective Guaranties executed by
the undersigned to defined terms in the Agreement are hereby amended in
accordance with the Second Amendment to Third Amended and Restated Credit
Agreement and all references in the respective Guaranties executed by the
undersigned to the Agreement shall be deemed to refer to the Agreement as
amended by the Second Amendment to Third Amended and Restated Credit Agreement.
METROPOLITAN ACQUISITION FINANCE L.P., a
Delaware limited partnership
By: XXXXX SEVEN, INC., a Delaware
corporation, its general partner
By: /s/ X.X. Xxxxxx
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X.X. Xxxxxx
Vice President and
Treasurer
FIRST HERNDON ASSOCIATES L.P., a Virginia limited
partnership
By: XXXXX FIVE, INC., a Delaware
corporation, its general partner
By: /s/ X.X. Xxxxxx
----------------------------------
X.X. Xxxxxx
Vice President and
Treasurer
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XXXXX PROPERTY HOLDINGS VAN NESS L.P., a Delaware
limited partnership
By: XXXXX SIX, INC., a Delaware
corporation, its general partner
By: /s/ X.X. Xxxxxx
---------------------------------
X.X. Xxxxxx
Vice President and
Treasurer
XXXXX PROPERTY HOLDINGS FIVE (D.C.) L.P., a Delaware
limited partnership
By: XXXXX FIVE, INC., a Delaware
corporation, its general partner
By: /s/ X.X. Xxxxxx
---------------------------------
X.X. Xxxxxx
Vice President and
Treasurer
XXXXX PROPERTY HOLDINGS FIVE L.P., a Delaware limited
partnership
By: XXXXX FIVE, INC., a Delaware
corporation, its general partner
By: /s/ X.X. Xxxxxx
---------------------------------
X.X. Xxxxxx
Vice President and
Treasurer
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XXXXX PROPERTY HOLDINGS LINCOLN TOWERS L.L.C., a
Virginia limited liability company
By: XXXXXXX X. XXXXX RESIDENTIAL
REALTY L.P., a Delaware limited
partnership
By: Xxxxxxx X. Xxxxx Residential Realty,
Inc., a Maryland corporation, its general partner
By: /s/ X.X. Xxxxxx
---------------------------------
X.X. Xxxxxx
Senior Vice President and
Chief Financial Officer
XXXXX PROPERTY HOLDINGS ONE EAST DELAWARE
L.L.C., a Delaware limited liability company
By: XXXXXXX X. XXXXX RESIDENTIAL REALTY
L.P., a Delaware limited
partnership
By: Xxxxxxx X. Xxxxx Residential Realty,
Inc., a Maryland corporation, its general partner
By: /s/ X.X. Xxxxxx
---------------------------------
X.X. Xxxxxx
Senior Vice President and
Chief Financial Officer
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CONSENT
The undersigned, having executed and delivered the Joinder attached to the
Agreement referenced in the foregoing Second Amendment to Third Amended and
Restated Credit Agreement, hereby consents to the Second Amendment to Third
Amended and Restated Credit Agreement and to the amendments to the Agreement
contained therein, and hereby ratifies and confirms the undersigned's
obligations under the Joinder.
XXXXXXX X. XXXXX RESIDENTIAL REALTY, INC.,
a Maryland corporation
By: /s/ X.X. Xxxxxx
-----------------------------------
Name: X.X. Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
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SCHEDULE I
COMMITMENTS OF BANKS
PERCENTAGE
OF
BANK COMMITMENT COMMITMENT
----------- ----------- ----------
PNC BANK, NATIONAL
ASSOCIATION $55,000,000 20%
U.S. BANK NATIONAL
ASSOCIATION $50,000,000 18 2/11%
NATIONSBANK, N.A. $50,000,000 18 2/11%
FLEET NATIONAL BANK $25,000,000 9 1/11%
FIRST UNION NATIONAL $25,000,000 9 1/11%
BANK
COMMERZBANK $25,000,000 9 1/11%
AKTIENGESELLSCHAFT,
NEW YORK BRANCH
CRESTAR BANK $20,000,000 7 3/11%
THE CHASE MANHATTAN $25,000,000 9 1/11%
BANK
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