EXHIBIT 10(a)
SECOND AMENDMENT TO
REVOLVING CREDIT LOAN AGREEMENT
AMONG
XXXXX EQUITY, INC.
and
FLEET NATIONAL BANK, AS ARRANGER AND ADMINISTRATIVE AGENT
and
XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS SYNDICATION AGENT
and
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, AS DOCUMENTATION AGENT
and
THE LENDERS PARTY HERETO
1
SECOND AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT
---------------------------------------------------
This SECOND AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT is dated as
of the 10th day of June, 2002, by and among XXXXX EQUITY, INC., a Florida
corporation (the "Borrower"), FLEET NATIONAL BANK, as agent for the Lenders
under the Credit Agreement described below (the "Agent"), and FLEET NATIONAL
BANK ("Fleet"), XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS SYNDICATION AGENT
("Xxxxx Fargo"), COMPASS BANK ("Compass "), COMMERZBANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES, AS DOCUMENTATION AGENT ("Commerzbank") and COMERICA BANK
("Comerica" and, together with Fleet, Xxxxx Fargo, Compass, Commerzbank and each
other lender that may from time to time be a party to the Credit Agreement, the
"Lenders")
WHEREAS, the Borrower, the Agent, Fleet, Xxxxx Fargo and Compass
executed and delivered that certain Revolving Credit Loan Agreement dated as
December 28, 2001, as amended by First Amendment to Revolving Credit Loan
Agreement dated as April 5, 2002 (as amended, the "Credit Agreement"); and
WHEREAS, the Borrower has requested that the Lenders approve as an
Additional Property the Real Estate Asset owned by Xxxxx Ravinia, LLC located at
Three Ravinia Drive in Atlanta, Georgia and has requested certain amendments to
the Credit Agreement in connection therewith; and
WHEREAS, the parties to the Credit Agreement have agreed to amend
certain provisions thereof as set forth herein.
NOW, THEREFORE, the parties hereby agree that effective upon the date
hereof the Credit Agreement is amended as follows:
1. Definitions:ss.1.1 of the Credit Agreement is amended to provide that
the following terms shall have the following meanings and, to the extent that
any of the following terms are already defined in the Credit Agreement, such
definitions shall be deemed to be amended and restated by the following
definitions:
Assignments of Leases and Rents. The assignments of rents and leases
from the Mortgagor to the Agent pursuant to which the Mortgagor shall grant and
assign to the Agent as agent for the Lenders a security interest in and
assignment of the Mortgagor's interest as lessor with respect to all Leases and
rents thereunder of all or any part of the Mortgaged Properties as security for
the Obligations.
Building Service Equipment. All apparatus, fixtures and articles of
personal property owned by the Mortgagor now or hereafter attached to or used or
procured for use in connection with the operation or maintenance of any Building
located on or included in the Mortgaged Properties, including, but without
limiting the generality of the
2
foregoing, all engines, furnaces, boilers, stokers, pumps, heaters, tank,
dynamos, motors, generators, switchboards, electrical equipment, heating,
plumbing, lifting and ventilating apparatus, air-cooling and air-conditioning
apparatus, gas and electric fixtures, elevators, escalators, fittings, and
machinery and all other equipment of every kind and description, used or
procured for use in the operation of the Buildings (except apparatus, fixtures
or articles of personal property belonging to lessees or other occupants of such
building or to persons other than the Mortgagor unless the same be abandoned by
any such lessee or other occupant or person), together with any and all
replacements thereof and additions thereto.
Collateral. All of the properties of the Borrower or of any Guarantor
that are subject to the security interests, liens and mortgages created by the
Security Documents, including, without limitation, the Mortgaged Properties, the
Leases and the Permits.
Gross Asset Value. The sum of the following and without duplication:
(a) the Borrower's Adjusted EBITDA for the six month period that ended as of the
end of the last preceding quarter for which a Compliance Certificate has been
delivered pursuant to ss.7.4(d), less Net Operating Income for the real property
assets (other than the Ravinia Property) acquired during such six month period,
less, during the Ravinia Stabilization Period, Net Operating Income for the
Ravinia Property, multiplied by two and divided by the Capitalization Rate, (b)
unrestricted cash and cash equivalents, (c) 100% of actual costs incurred in
Construction in Progress, restricted to a maximum of 10% of Gross Asset Value,
(d) acquisitions of real property assets(other than the Ravinia Property) during
said six month period at their cost basis and, during the Ravinia Stabilization
Period, the cost basis of the Ravinia Property, (e) undeveloped land at its cost
basis, restricted to a maximum of 5% of Gross Asset Value, (f) the Borrower's
Investment in Xxxxx Realty Services, Inc. (valued in accordance with Generally
Accepted Accounting Principles) restricted to a maximum value of $1,500,000 and
(g) Borrower's Unconsolidated Entity Percentage of the assets owned by
Unconsolidated Entities, (the amount of such assets being that shown on the
balance sheet of the applicable Unconsolidated Entity prepared in accordance
with Generally Accepted Accounting Principles, adjusted to add back the
accumulated depreciation of its real estate assets).
Guarantor. Xxxxx Ravinia and each Related Company that owns a Real
Estate Asset approved by the Requisite Lenders as an Additional Property and
that executes and delivers a Guaranty.
Guaranty. The Unconditional Guaranty of Payment and Performance from
each Guarantor to the Agent pursuant to which such Guarantor shall guarantee the
Obligations.
Xxxxx Ravinia. Xxxxx Ravinia, LLC, a Delaware limited liability
company having Borrower as its sole Member.
Leases. Leases, licenses and agreements whether written or oral,
relating to the use or occupation of space in or on the Buildings or on the
Mortgaged Properties by persons other than the applicable Mortgagor, including
but not limited to the leases listed
3
on Schedule 6.20.
Mortgagor. With respect to each of the Mortgaged Properties, the
Borrower or the Guarantor that is the owner thereof.
Ravinia Property. The Real Estate Asset owned by Xxxxx Ravinia, LLC
located at Three Ravinia Drive in Atlanta, Georgia, as more particularly
described in the Security Documents from Xxxxx Ravinia to the Agent of even date
herewith.
Ravinia Stabilization Period. The period commencing on the date that
the Ravinia Property was acquired by Xxxxx Ravinia and ending on the earlier to
occur of (i) the date that the Ravinia Property is classified as a Stabilized
Property pursuant to ss.5.6 or (ii) December 31, 2003.
Security Deeds. The mortgages, deeds to secure debt and deeds of
trust from each Mortgagor to the Agent pursuant to which such Mortgagor shall
mortgage or convey the Mortgaged Properties as security for the Obligations.
Subordination, Attornment and Non-Disturbance Agreement. An agreement
among and executed by the Agent, the Mortgagor and a tenant under a Lease
pursuant to which such tenant agrees to subordinate its rights under the Lease
to the lien of a Security Deed and agrees to recognize the Agent or its
successor in interest as landlord under the Lease in the event of a foreclosure
or other transfer under the Security Deed and the Agent agrees to not disturb
the possession of the tenant so long as there is no default beyond applicable
grace periods under the Lease.
2. Amendment ofss.5.3. ss.5.3 is hereby amended and restated to read
as follows:
ss.5.3. Additional Properties. A Real Estate
Asset owned by the Borrower or by a Related Company that is to become
a Guarantor may become an additional Mortgaged Property if (i) all
Lenders, in their sole discretion, approve such Real Estate Asset and
(ii) all of the conditions set forth in ss.5.4 are satisfied with
respect to such Real Estate Asset. Borrower shall provide the Agent
with a notice of each proposed Additional Property describing such
property, its estimated value and its estimated net operating income
together with a current rent roll and the most current operating
statements available with respect thereto, which operating
statements, to the extent available, shall cover a period of at least
two years. Said notice will indicate whether the proposed Additional
Property will initially be a Stabilized Property or a Non-Stabilized
Property. If the Agent determines that additional information is
needed to sufficiently describe such property, it may request a
supplemental notice from the Borrower containing such additional
information. When such notice is satisfactory to the Agent, it shall
send a copy to each Lender and each Lender agrees to notify the Agent
within ten (10) Business Days after its receipt of such notice as to
whether or not it approves of such Real Estate Asset to become an
Additional Property. If the notice
4
distributed by the Agent does not include copies of the Appraisal
and/or the environmental report relating to such Real Estate Asset,
then a Lender may grant a conditional approval subject to its
subsequent review of such items. When copies of such Appraisal and/or
the environmental report are subsequently distributed each Lender who
has so conditioned its approval agrees to notify the Agent within ten
(10) Business Days after its receipt thereof as to whether the
condition to its approval has been satisfied. The fact that any
Lender has so approved the eligibility of a Real Estate Asset shall
not prevent such Lender from withholding any consent, approval or
waiver required or requested of such Lender in connection with the
satisfaction or waiver of the conditions set forth in ss.5.4 with
respect to such Real Estate Asset. In the event that all Lenders
grant such approval and all of the conditions set forth in ss.5.4 are
satisfied, the Agent shall notify the Borrower and within ten (10)
days thereafter the Borrower and the Mortgagor shall execute and
deliver an Indemnity Agreement and the Mortgagor shall execute and
deliver to the Agent a Security Deed, an Assignment of Rents and
Leases, and Subordination, Attornment and Non-Disturbance Agreements
(to the extent required by the Agent in its discretion), which
Security Documents shall be in substantially the form of the Security
Documents executed and delivered herewith with such changes as the
Agent may deem desirable to address the laws of the State where the
Additional Property is located or the factual circumstances of the
Additional Property. If the Additional Property is not owned by the
Borrower or an existing Guarantor, but is owned by a Related Company
which is at least 99% owned by Borrower, such Related Company must
become a Guarantor by delivery to the Agent of the following, all in
form and substance satisfactory to the Agent: (i) a Guaranty in
substantially the form of the Guaranty executed and delivered by
Xxxxx Ravinia and (ii) good standing certificates, general partner
certificates, secretary certificates, opinions of counsel and such
other documents as may be reasonably requested by the Agent. Such
Additional Properties shall be deemed to be Mortgaged Properties upon
the recording and filing of such Security Documents and the Agent's
receipt of satisfactory evidence thereof.
3. Amendment ofss.5.4(e). ss.5.4(e) is hereby amended and restated to read
as follows:
(e) The Agent shall have received updated
certificates and other items relating to the Borrower as described in
ss.10.2, ss.10.3 and ss.10.4 and a favorable opinion addressed to the
Lenders and the Agent, in form and substance reasonably satisfactory
to the Lenders and the Agent as to the matters addressed in the
opinions delivered pursuant to ss.10.5, relating to the Loan
Documents executed by Borrower and or the Mortgagor with respect to
the Additional Property and relating to the laws of the state where
the Additional Property is located.
4. Amendment ofss.6.20. ss.6.20 is hereby amended and restated to read as
follows:
5
ss.6.20. Leases. A rent roll as of a date not more than 30
days prior to the Effective Date (or the date that an Additional
Property becomes a Mortgaged Property) with respect to all Leases of
any portion of the Mortgaged Properties is accurate and completely
set forth in Schedule 6.20 as the same shall be supplemented each
fiscal quarter by a certificate signed by an authorized officer of
Borrower. The Leases reflected on such rent roll constitute the sole
and complete material agreements and understandings relating to
leasing or licensing of space in the Buildings or otherwise at the
Mortgaged Properties. The Borrower has delivered to the Agent a true
and complete copy of all Leases. There are no occupancies, rights,
privileges or licenses in or to the Buildings or any other part of
the Mortgaged Properties other than pursuant to the Leases reflected
on Schedule 6.20. Except as set forth in Schedule 6.20 the Leases
reflected thereon are in full force and effect, in accordance with
their respective terms, without any payment default or any other
material default thereunder, nor are there any material defenses,
counterclaims, offsets, concessions or rebates available to any
tenant thereunder, and neither the Borrower nor the Mortgagor has
given or made, or received, any notice of default, or any claim,
which remains uncured or unsatisfied, with respect to any of the
Leases and, to the best of the knowledge of the Borrower and of the
Mortgagor there is no basis for any such claim or notice of default
by any tenant. The Schedule 6.20 rent roll accurately and completely
sets forth all rents payable by tenants, no tenant having paid more
than one month's rent in advance. All tenant improvements or work to
be done, furnished or paid for by the landlord, or credited or
allowed to a tenant, for, or in connection with, the Buildings
pursuant to any Lease has been completed and paid for, or provided
for in a manner satisfactory to the Agent, or will be paid for by the
Borrower or the Mortgagor in the ordinary course of its business. No
leasing, brokerage or like commissions, fees or payments are due from
the Borrower or the Mortgagor in respect of the Leases, except those
that will be paid for by the Borrower or the Mortgagor in the
ordinary course of its business. Except as set forth on the Schedule
6.20 rent roll, all tenants under all Leases are in occupancy and
operating the premises covered by such Leases within the permitted
uses under such Leases.
5. Updated Schedules. The following Schedules to the Credit Agreement are
hereby replaced with the attached Schedules as follows:
Schedule 1.2 Mortgaged Properties
Schedule 6.7 Litigation
Schedule 6.15 Insider Transactions
Schedule 6.18 Environmental Reports and Environmental Matters
Schedule 6.22(d) Property Condition Reports
Schedule 6.20 is supplemented by adding thereto the rent roll for the Ravinia
Property attached hereto. Schedule 6.22 (l) is supplemented by adding thereto
the list of Other Material Agreements for the Ravinia Property attached hereto.
6
6. Representations and Warranties. The Borrower represents and
warrants that, to its knowledge and belief, no Default or Event of Default has
occurred and is continuing on the date hereof, and that each of the
representations and warranties contained in ss.6.18, in ss.6.20 and in ss.6.22
of the Credit Agreement (with each reference therein to the terms "Mortgaged
Property" or "Mortgaged Properties" being deemed to include the Ravinia
Property) are true and accurate as of the date hereof with respect to the
Ravinia Property.
7. Effectiveness of Loan Documents. The Borrower hereby confirms that
each of the Security Documents shall continue to secure the payment and
performance of all of the Obligations under the Credit Agreement as amended
hereby and the Borrower's obligations under the Security Documents shall
continue to be valid and enforceable and shall not be impaired or limited by the
execution or effectiveness of this Amendment. Every reference contained in the
Loan Documents to the Credit Agreement shall mean and be a reference to the
Credit Agreement as amended hereby and as the Credit Agreement may be further
amended. Except as specifically amended by this Amendment, the Credit Agreement
and each of the Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed.
8. Miscellaneous. This Amendment shall be governed by, interpreted
and construed in accordance with all of the same provisions applicable under the
Credit Agreement including, without limitation, all definitions set forth in
ss.1.1, the rules of interpretation set forth in ss.1.2, the provisions relating
to governing law set forth in ss.20, the provisions relating to counterparts in
ss.22 and the provision relating to severability in ss.26.
9. Conditions to Effectiveness. This Second Amendment to Credit
Agreement shall become effective when each of the following conditions shall
have been satisfied:
(a) This Second Amendment to Credit Agreement shall have been duly
executed and delivered by all of the parties hereto.
(b) The conditions set forth in ss.5.4 with respect to the Ravinia
Property shall have been satisfied, except that the Certificate described in
ss.5.4 (d) shall not be required as the substance thereof is included in
paragraph 6 of this Amendment.
(c) The Security Documents with respect to the Ravinia Property, the
Guaranty from Xxxxx Ravinia and all related documents described in ss.5.3 shall
have been executed and delivered to the satisfaction of the Agent.
In the event that the effective date has not occurred on or before June 14, 2002
then this instrument shall be void and the Credit Agreement shall remain in
effect as though this instrument had never been executed.
[signature pages follow]
7
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
as a sealed instrument as of the date first set forth above.
BORROWER:
XXXXX EQUITY, INC., a Florida corporation
By: /S/ Xxxxxxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Senior Vice President
AGENT:
FLEET NATIONAL BANK, as Agent
By: /S/ Xxxx X. Xxxxx
--------------------------
Name: Xxxx X. Xxxxx
Title: Director
8
Lender Signature Page
FLEET NATIONAL BANK
By: /S/ Xxxx X. Xxxxx
--------------------------
Name: Xxxx X. Xxxxx
Title: Director
Commitment: $35,000,000
Commitment Percentage: 28%
Notice Address: Fleet National Bank
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Structured Real Estate
With a copy to:
Fleet National Bank.
000 Xxxxxxxxx Xxxxxx Xxxxx, X.X.
Xxxxx 000
Xxxxxxx, XX 00000
Attn: Xxxx X. Xxxxx, Director
Fax: (000)000-0000 or 000-0000
9
Lender Signature Page
XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By: /S/ Xxxxx X. Xxxxx, III
-------------------------
Name: Xxxxx X. Xxxxx, III
Title: Vice President
Commitment: $40,000,000
Commitment Percentage: 32%
Notice Address: Xxxxx Fargo Bank, N.A.
c/o Wells Fargo Florida Real Estate Group
Suite 155
4010 Boy Scout Blvd.
Xxxxx, XX 00000
Attn: Xxxxx X. Xxxxx, III
Fax: (000) 000-0000
With a copy to:
Xxxxx Fargo Bank, N.A.
Suite 1805
0000 Xxxxx Xxxxx Xxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxxx
Fax: (000)000-0000
10
Lender Signature Page
COMPASS BANK
By: /S/ Xxxxxxx Xxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxx Xxxxx
Title: Senior Vice President
Commitment: $20,000,000
Commitment Percentage: 16%
Notice Address: Compass Bank
00 Xxxxx 00xx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxx
Fax: (000) 000-0000
11
Lender Signature Page
COMMERZBANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By: /S/ E. Xxxxxx Xxxxx
---------------------------------
Name: E. Xxxxxx Xxxxx
Title: Assistant Vice President
By: /S/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
Commitment: $20,000,000
Commitment Percentage: 16%
Notice Address: Commerzbank AG, New York and
Grand Cayman Branches
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxxxxx Xxxxx, Assistant Vice President
Fax: (000) 000-0000
12
Lender Signature Page
COMERICA BANK
By: /S/ Xxxxx X. Xxxxxx
--------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Commitment: $10,000,000
Commitment Percentage: 8%
Notice Address: Comerica Bank
000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000-0000
Attn: Xxxxx X. Xxxxxx, Vice President
Fax: (000) 000-0000
13
Schedule 1.2
Mortgaged Real Property
ATLANTA - CHAMBLEE
Building Name Building Address City State Zip
---------------------------------------------------------------------------------------------------------------------
Oxford 0000 Xxxxxxx Xxxx Xxxxx Xxxxxxx XX 00000
Cambridge 0000 Xxxxxxx Xxxx Xxxxx Xxxxxxx XX 00000
Oglethorpe 0000 Xxxxxxx Xxxx Xxxxx Xxxxxxx XX 00000
Cornell 0000 X.X. Xxxxxxxxxx Xxxxxxx XX 00000
Dartmouth 0000 X.X. Xxxxxxxxxx Xxxxxxx XX 00000
Yale 0000 Xxxxxxx Xxxx Xxxxx Xxxxxxx XX 00000
Vanderbilt 0000 Xxxxxxx Xxxx Xxxxx Xxxxxxx XX 00000
Harvard 0000 X.X. Xxxxxxxxxx Xxxxxxx XX 00000
Tulane 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxx XX 00000
Duke 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxx XX 00000
Davidson 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxx XX 00000
Xxxxxxx 0000 Xxxxxxxxxx Xxxx Xxxxxxx XX 00000
Fordham 0000 Xxxxxxxxxx Xxxx Xxxxxxx XX 00000
Colgate 0000 Xxxxxxxxxx Xxxx Xxxxxxx XX 00000
Stanford 0000 Xxxxxxxxxx Xxxx Xxxxxxx XX 00000
McGill 0000 Xxxxxxxxxx Xxxx Xxxxxxx XX 00000
Drake 0000 Xxxxxxxxxx Xxxx Xxxxxxx XX 00000
Xxxxxxxx 0000 Xxxxxxxxxx Xxxx Xxxxxxx XX 00000
Rutgers 0000 Xxxxxxxx Xxxxxx Xxxx Xxxxxxx XX 00000
Xxxxxx 0000 Xxxxxxxx Xxxxxx Xxxx Xxxxxxx XX 00000
Columbia 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxx XX 00000
CHARLOTTE - UNIVERSITY
Building Name Building Address City State Zip
---------------------------------------------------------------------------------------------------------------------
One Resource Square 00000 Xxxxx Xxxxxx Xxxxx Xxxxxxxxx XX 00000
Two Resource Square 00000 Xxxxx Xxxxxx Xxxxx Xxxxxxxxx XX 00000
JACKSONVILLE - SUWANNEE
Building Name Building Address City State Zip
---------------------------------------------------------------------------------------------------------------------
Suwannee 0000 Xxxxxxx Xxxxx Xxxxx Xxxxxxxxxxxx XX 00000
14
CHARLOTTE - VANGUARD
Building Name Building Address City State Zip
----------------------------------------------------------------------------------------------------------------------
Xxxxxxxx Building 0000 Xxxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxxxxx XX 00000
Xxxxxx Building 0000 Xxxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxxxxx XX 00000
ATLANTA - THREE RAVINIA DRIVE
Building Name Building Address City State Zip
---------------------------------------------------------------------------------------------------------------------
Three Ravinia Xxxxx Xxxxxxx Xxxxx Xxxxxxx XX 00000
15
SCHEDULE 6.7
LITIGATION LIST
ATLANTA - CHAMBLEE - NONE
JACKSONVILLE - SUWANNEE BUILDING - NONE
CHARLOTTE - UNIVERSITY - NONE
CHARLOTTE - VANGUARD - NONE
ATLANTA - THREE RAVINIA - NONE
16
SCHEDULE 6.15
INSIDER TRANSACTIONS
ATLANTA - XXXXXXXX - NONE
JACKSONVILLE - SUWANNEE BUILDING - NONE
CHARLOTTE - UNIVERSITY - NONE
CHARLOTTE - VANGUARD - NONE
ATLANTA - THREE RAVINIA - NONE
17
SCHEDULE 6.18
PHASE I ENVIRONMENTAL SITE ASSESSMENTS
ATLANTA - XXXXXXXX
Phase I Environmental Site Assessment by ATC Associates, Inc. dated December
28, 2001
No additional environmental issues noted.
JACKSONVILLE - SUWANNEE BUILDING
Phase I Environmental Site Assessment by ATC Associates, Inc. dated December
28, 2001
No additional environmental issues noted.
CHARLOTTE - UNIVERSITY
Phase I Environmental Site Assessment by ATC Associates, Inc. dated December
28, 2001
No additional environmental issues noted.
CHARLOTTE - VANGUARD
Phase I Environmental Site Assessment by ATC Associates, Inc. dated December
28, 2001
No additional environmental issues noted.
ATLANTA - THREE RAVINIA
Phase I Environmental Site Assessment by ATC Associates, Inc. dated January
27, 2002
No additional environmental issues noted.
18
SCHEDULE 6.22(d)
PHYSICAL CONDITION SITE ASSESSMENT REPORTS
ATLANTA - XXXXXXXX
Physical Condition Assessment Report by ATC Associates, Inc. dated December
28, 2001
JACKSONVILLE - SUWANNEE BUILDING
Physical Condition Assessment Report by ATC Associates, Inc. dated December
28, 2001
CHARLOTTE - UNIVERSITY
Physical Condition Assessment Report by ATC Associates, Inc. dated December
28, 2001
CHARLOTTE - VANGUARD
Physical Condition Assessment Report by ATC Associates, Inc. dated December
28, 2001
ATLANTA - THREE RAVINIA
Property Condition Assessment Report by Horn Xxxxxxxx Xxxxxx dated January
7, 2002
19
Supplement to SCHEDULE 6.22(l)
MATERIAL AGREEMENTS
Atlanta - Three Ravinia
CONTRACTOR TERM CANCELLATION CLAUSE
SERVICE
Cleaning Building One 9/1/00-12/31/02 30 day cancellation
Guard Service Xxxxxx Protective Services 9/1/00-12/31/02 30 day cancellation
Landscaping (Interior) Rentokil Tropical Plants month to month 30 day cancellation
currently negotiating renewal of contract
which expired 9/30/01
Parking AAA Parking 6/1/00-12/31/02 30 day cancellation
Elevator Maintenance Xxxx Elevator Company 1/1/97-12/31/02 Thirty (30) day cancellation
Window Cleaning JOBS Building Contractors 6/1/01-5/30/02 Thirty (30) day cancellation
automatic one year renewal at expiration
of current term
Trash Hauling C&C Disposal 4/1/97- 3/31/03 Thirty (30) day cancellation
automatic one year renewal at expiration
of current term
Pest Control Rentokil Pest Control Automatic one (1) year renewal at Thirty (30) day cancellation
expiration of current term
Metal Refinishing The Xxx Xxxxxxx Company 8/1/01-7/31/02 Thirty (30) day cancellation
Marble Refinishing Envirocare Month-to-month Thirty (30) day cancellation
Fire Alarm System Mitec 4/01/02 - 3/31/03 Thirty (30) day cancellation
Recycling American Recycling 5/1/92 - 4/30/03 Thirty (30) day cancellation
Automatic one (1) year renewal at
expiration of current term
Wood Refinishing Xxxxxxxxxx 1/1/02 - 12/31/02 Thirty (30) day cancellation
HVAC controls Digital Air Control, Inc. 2/1/00 - 1/31/03 Thirty (30) day cancellation
Copier Repair Standard Office Systems 6/--/01-5/31/04 Thirty (30) day cancellation
Postage meter Neo-Post 10/1/01 - 9/30/02 Thirty (30) day cancellation
Automatic one (1) year renewal at
expiration of current term
Exterior Landscaping Xxxxxxx 5/01/02 - 4/30/03 Thirty (30) day cancellation
Walkie-Talkies Mobile Communications of DeKalb 8/1/97 - 7/30/02 Thirty (30) day cancellation
Automatic one (1) year renewal at
expiration of current term
Fax maintenance Xxxxxx Document Products 11/1/01 - 10/31/02 Thirty (30) day cancellation
Uniforms Aramark 02/04/02 - 02/03/07 Thirty (30) day cancellation
for cause or terminable on
change of ownership
20
