AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT
Exhibit 10.17
AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT
THIS
AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT
(this “Amendment”) is made as of December 8, 2005, by and among AMB JAPAN
FINANCE Y.K., as Initial Borrower (the “Initial
Borrower”), each Qualified Borrower
listed on the signature pages hereto (each of the Initial Borrower and each Qualified
Borrower, collectively, “Borrower”), AMB PROPERTY,
L.P., as Guarantor (“AMB LP”), AMB
PROPERTY CORPORATION, as Guarantor (“AMB Corporation” and together with AMB LP,
the “Guarantors”), the Banks listed on the signature pages hereto, SUMITOMO MITSUI
BANKING CORPORATION, as Administrative Agent and Sole Lead Arranger and Bookmanager.
W
I T N E S S E
T H:
WHEREAS, each of Borrower, the Guarantors and the Banks are party to that certain
Revolving Credit Agreement, dated as of June 29, 2004, as amended by that certain Amendment
No. 1 to Revolving Credit Agreement, dated as of June 9, 2005 (as the same may be further
amended, modified, extended or restated from time to time, the
“Credit Agreement”); and
WHEREAS, the parties desire to modify the Credit Agreement upon the terms and
conditions set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties do hereby agree as follows:
1. Definitions. All capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Credit Agreement.
2. Amendments to Credit Agreement. The Credit Agreement is hereby amended
as follows:
(a) Amendments to Defined Terms. Section 1.1 of the Credit Agreement
is hereby amended as follows:
(i) The defined term “Commitment” is hereby deleted and the following substituted
therefor:
“Commitment” means, with respect to each Bank, the amount set forth under the
name of such Bank on the signature pages hereof as its commitment
pursuant to this Agreement with respect to any Loans (and, for each Bank which is an
Assignee, the amount set forth in the Transfer Supplement entered into pursuant to
Section 9.6(c) as the Assignee’s Commitment), as such amount may be reduced from
time to time pursuant to Section 2.11 or in connection with an assignment to an
Assignee and increased from time to time pursuant to Section 2.1(b) or in connection
with an assignment from an Assignor. As of the Closing Date, the aggregate
Commitment is Twenty-Four Billion Yen (JPY24,000,000,000).”
(ii) The defined term “Facility Amount” is hereby deleted and the following
substituted therefor:
“Facility Amount” means, at any particular time, the aggregate Commitment
at such time.
(iii) The following terms are hereby inserted into Section 1 of the Credit
Agreement, in the appropriate alphabetical order:
“Bank Commitment Increase Agreement” means each Bank Commitment Increase
Agreement, by and among Borrower, the Guarantors, the Administrative Agent (on
behalf of the Banks) and the applicable Bank which has agreed to increase its
Commitment pursuant to the terms of Section 2.1 (b), the form of which is attached
hereto as Exhibit J.
“New Bank Joinder Agreement” means each New Bank Joinder Agreement, by and
among Borrower, the Guarantors, the Administrative Agent (on behalf of the Banks)
and the applicable Qualified Institution which is to become a Bank hereunder at any
time after the date of this Agreement pursuant to the terms of Section 2.1(b), the
form of which is attached hereto as Exhibit K.
(b)
Commitments to Lend. Section 2.1 of the Credit Agreement is hereby
deleted and the following substituted therefore:
(a)
Commitment to Lend. Each Bank severally agrees, on the terms
and conditions set forth in this Agreement, (a) to make Loans to each Borrower and
participate in Letters of Credit issued by the Fronting Bank on behalf of each Borrower
pursuant to this Article from time to time during the term hereof in amounts such that the
aggregate principal amount of Committed Loans by such Bank at any one time outstanding
together with such Bank’s pro rata share of the Letter of Credit Usage at such time shall
not exceed the amount of its Commitment. Each Borrowing outstanding under this Section 2.1
(a) shall be in an aggregate principal amount of JPY300,000,000 or an integral multiples of
JPY1,000,000 in excess thereof (except that any such Borrowing may be in the aggregate
amount available in accordance with Section 3.2(b), or in any amount required to reimburse
the Fronting Bank for any drawing under any Letter of Credit) and shall be made from the
several Banks ratably in proportion to their respective Commitments. In no event shall the
aggregate amount outstanding at any time, plus the
outstanding amount of the Letter of Credit Usage, exceed the Facility Amount. Subject to the
limitations set forth herein, any amounts repaid may be reborrowed.
(b)
Optional Increase in Commitments. Unless a Default or an Event of Default
has occurred and is continuing, Borrower, by written notice to the Administrative Agent, shall have
the right to, and hereby does, request an increase of up to Eleven Billion Yen (JPY
11,000,000,000), and shall have the right to request an additional increase of up to Five Billion
Yen (JPY 5,000,000,000) such that the aggregate Commitment after all such increases shall not
exceed Forty Billion Yen (JPY 40,000,000,000); provided that for any such request (i) any
Bank which is a party to this Agreement prior to such request for increase, at its sole discretion,
may elect to increase its Commitment but shall not have any obligation to so increase its
Commitment, and (ii) in the event that any Bank which is a party to this Agreement prior to such
request for increase does not elect to increase its Commitment, the Administrative Agent and the
Syndication Agent shall use commercially reasonable efforts to locate additional Qualified
Institutions willing to provide commitments for the requested increase, and Borrower may also
identify additional Qualified Institutions willing to provide commitments for the requested
increase, provided further that the Administrative Agent shall approve any such additional
Qualified Institutions, which approval will not be unreasonably withheld or delayed. Any such Bank
willing to increase its Commitment for the requested increase shall duly execute and deliver to the
Administrative Agent a Bank Commitment Increase Agreement. Any such additional Qualified
Institution willing and approved to provide commitments for the requested increase shall duly
execute and deliver to the Administrative Agent a New Bank Joinder Agreement pursuant to which such
Qualified Institution shall become a Bank hereunder. In the event that any Bank or Qualified
Institutions commit to any such increase, such Banks and Qualified Institutions shall execute and
deliver the Bank Commitment Increase Agreement or the New Bank Joinder Agreement, as applicable,
the Commitment of each committed Bank shall be increased, the Pro Rata Shares of the Banks shall be
adjusted, Borrower shall make such borrowings and repayments as shall be necessary to effect the
reallocation of the Committed Loans so that the Committed Loans are held by the Banks in accordance
with their Pro Rata Shares after giving effect to such increase, and other changes shall be made to
the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Banks
have agreed to increase their respective Commitments or make new Commitments in response to
Borrower’s request for an increase in the aggregate Commitment pursuant to this Section 2.1, in
each case without the consent of the Banks other than those Banks increasing their Commitments. The
fees payable by Borrower and the Guarantors upon any such increase in the Commitments shall be
agreed upon by the Administrative Agent, Borrower and the Guarantors. In addition, if as a result
of any such increase in the Commitments, there shall be a reallocation of TIBOR Loans, Borrower
shall pay any amounts that may be due pursuant to Section 2.15 hereof.
Notwithstanding the foregoing, nothing in this Section 2.1(b) shall constitute or be deemed to
constitute an agreement by any Bank to increase its Commitment hereunder.”
(c) Additional
Exhibits. Exhibits J and K attached hereto are hereby added as
Exhibits J and K of the Credit Agreement, immediately after Exhibit 1-2 thereof.
4. Effective
Date. This Amendment shall become effective upon receipt by the
Administrative Agent of counterparts hereof signed by Borrower, the Guarantors and the Banks (the
date of such receipt being deemed the “Effective
Date”).
5
Representations and Warranties. Each of the Borrower and the Guarantors hereby
represents and warrants that as of the Effective Date, all the representations and warranties set
forth in the Credit Agreement, as amended hereby (other than representations and warranties which
expressly speak as of a different date), are true and complete in all material respects.
6. Entire
Agreement. This Amendment constitutes the entire and final
agreement among the parties hereto with respect to the subject matter hereof and there are no other
agreements, understandings, undertakings, representations or warranties among the parties hereto
with respect to the subject matter hereof except as set forth herein.
7. Governing
Law. This Amendment shall be governed by, and construed in
accordance with, the law of the State of New York.
8. Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same agreement, and any of
the parties hereto may execute this Amendment by signing any such counterpart.
9. Headings,
Etc. Section or other headings contained in this Amendment are
for reference purposes only and shall not in any way affect the meaning or interpretation of
this Amendment.
10. No
Further Modifications. Except as modified herein, all of the terms and
conditions of the Credit Agreement, as modified hereby shall remain in full force and effect
and, as modified hereby, the Borrower confirms and ratifies all of the terms, covenants and conditions
of the Credit Agreement in all respects.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
by their respective authorized officers as of the day and year first above written.
| INITIAL BORROWER: |
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| AMB Japan Finance Y.K., a Japan yugen kaisha Sanno Park Tower 00-0, Xxxxxxxxx 0-Xxxxx Xxxxxxx-xx, Xxxxx Xxxxxxxxx Xxxxxx Xxxxx Director |
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| QUALIFIED BORROWERS: | ||||
| AMB
Amagasaki 2 TMK, a Japan tokutei mokuteki kaisha Sanno Park Tower 00-0, Xxxxxxxxx 0-Xxxxx Xxxxxxx-xx, Xxxxx Katsuyuki Mineta Director |
 |
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| AMB
Narita 2 TMK, a Japan tokutei mokuteki kaisha Sanno Park Tower 00-0, Xxxxxxxxx 0-Xxxxx Xxxxxxx-xx, Xxxxx Xxxxxxxxx Xxxxxx Xxxxx Director |
 |
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| AMB
Narita l-l TMK, a Japan tokutei mokuteki kaisha Sanno Park Tower 00-0, Xxxxxxxxx 0-Xxxxx Xxxxxxx-xx, Xxxxx Xxxxxxxxx Xxxxxx Xxxxx Director |
 |
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| AMB Japan Finance 2 Y.K., a Japan yugen kaisha Sanno Park Tower 00-0, Xxxxxxxxx 0-Xxxxx Xxxxxxx-xx, Xxxxx Xxxxxxxxx Xxxxxx Xxxxx Director |
 |
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| AMB Shiohama TMK, a Japan tokutei mokuteki kaisha Sanno Park Tower 00-0, Xxxxxxxxx 0-Xxxxx Xxxxxxx-xx, Xxxxx Katsuyuki Mineta Director |
 |
| AMB
Kashiwa TMK, a Japan tokutei mokuteki kaisha Sanno Park Tower 00-0, Xxxxxxxxx 0-Xxxxx Xxxxxxx-xx, Xxxxx Katsuyuki Mineta Director |
 |
| Director GUARANTORS: |
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| AMB PROPERTY, L.P., a Delaware limited partnership |
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| By: | AMB Property Corporation, | |||
| a Maryland corporation | ||||
| its sole general partner | ||||
| By: Name: |
/s/ Xxxxxxx X. Coke
|
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| Title: | Executive Vice President | |||||
| President and Chief Financial Officer |
| AMB PROPERTY CORPORATION, a Maryland corporation |
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| By: | /s/ Xxxxxxx X. Coke
|
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| Name: | Xxxxxxx X. Coke |
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| Title: | Executive Vice President |
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| President and Chief Financial Officer | ||||||
| SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent, Sole Lead Arranger, Bookmanager, and a Bank |
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| By: | /s/ Xxxxx X. Xxxx
|
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| Name: | Xxxxx X. Xxxx | |||||
| Title: | Senior Vice President | |||||
| MIZUHO CORPORATE BANK, LTD., as Syndication Agent and a Bank |
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| By: Name: | /s/ Xxxx Xxxxxxx
|
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| Title: | Senior Vice President | |||||
| SHINSEI BANK, as Documentation Agent and a Bank | ||||||
| By: | /s/ Xxxxxxx Xxxxxx
|
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| Name: | Xxxxxxx Xxxxxx | |||||
| Title: | General Manager(Unit), Strategic Business Unit 4 | |||||
| UFJ BANK, as Documentation Agent and a Bank | ||||||
| By: Name: |
/s/ Xxxxxx Xxxxxxx
|
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| Title: | Deputy General Manager | |||||
| INTERNATIONAL COMMERCIAL BANK OF CHINA, as Senior Managing Agent and a Bank |
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| By: Name: |
/s/ Xxxx Xxxx Xx
|
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| Title: | AVP & D. General Manager | |||||
| BANK OF CHINA, as Senior Managing Agent and a Bank |
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| By: | /s/ Li Yu Hua
|
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| Name: | Li Yu Hua | |||||
| Title: | General Manager | |||||
| THE BANK OF NOVA SCOTIA, as Managing Agent and a Bank |
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| By: | /s/ Xxxx Xxxx Hung
|
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| Name: | Xxxx Xxxx Hung | |||||
| Title: | Vice President & Country Head Japan | |||||
| OVERSEA-CHINESE BANKING CORPORATION, as Managing Agent and a Bank |
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| By: | /s/ Ong Sing Yik
|
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| Name: | Ong Sing Yik | |||||
| Title: | General Manager | |||||
| THE NORINCHUKIN BANK, NEW YORK BRANCH, as a Bank |
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| By: Name: |
/s/ Toshifumi Tsukitani
|
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| Title: | General Manager | |||||
| THE SUMITOMO TRUST
& BANKING CO., LTD., as a Bank |
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| By: | /s/ Xxxxxxx Xxxxxxxx
|
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| Name: | Xxxxxxx Xxxxxxxx | |||||
| Title: | Vice President & Manager | |||||
| SAITAMA RESONA BANK, LTD., as a Bank | ||||||
| By: Name: |
/s/ Yukihide Hoshinoya
|
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| Title: | Deputy General Manager | |||||
