EXHIBIT 10.4.1
FIRST AMENDMENT TO AMENDED AND RESTATED
MASTER CREDIT FACILITY AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED MASTER CREDIT FACILITY
AGREEMENT (the "AMENDMENT") is made as of the 16th day of April, 2003, by and
among (i) EACH OF THE GENERAL PARTNERSHIPS SET FORTH ON EXHIBIT A-1 TO THE
MASTER AGREEMENT, each a Maryland general partnership (being collectively
referred to as the "Owners"), (ii) (a) THE TOWN AND COUNTRY TRUST, a Maryland
real estate investment trust (the "REIT"), (b) THE TC OPERATING LIMITED
PARTNERSHIP, a Maryland limited partnership (the "Operating Partnership"), (c)
THE TOWN AND COUNTRY HOLDING CORPORATION, a Delaware corporation (the "REIT
Sub"), (d) THE TC PROPERTY COMPANY, a Maryland general partnership (the
"Property Company") and (e) THE TOWN AND COUNTRY ORIOLE CORPORATION, a Delaware
corporation ("TC-Oriole") (the REIT, the Operating Partnership, the REIT Sub,
the Property Company, TC-Oriole and each of the Owners being collectively
referred to as the "TC Parties" and individually referred to as a "TC Party")
and (ii) PRUDENTIAL MULTIFAMILY MORTGAGE, INC., a Delaware corporation,
successor to WASHINGTON MORTGAGE FINANCIAL GROUP, LTD., a Delaware corporation
(the "Lender").
RECITALS
A. TC Parties and Lender are parties to that certain Amended and
Restated Master Credit Facility Agreement, dated as of April 25, 2002 (as
amended from time to time, the "MASTER AGREEMENT").
B. All of the Lender's right, title and interest in the Master
Agreement and the Loan Documents executed in connection with the Master
Agreement or the transactions contemplated by the Master Agreement have been
assigned to Xxxxxx Xxx pursuant to that certain Assignment of Master Credit
Facility Agreement and Other Loan Documents, dated as of April 25, 2002 (the
"ASSIGNMENT"). Xxxxxx Mae has not assumed any of the obligations of the Lender
under the Master Agreement or the Loan Documents as a result of the Assignment.
Xxxxxx Xxx has designated the Lender as the servicer of the Loans contemplated
by the Master Agreement.
C. The parties are executing this Amendment pursuant to the
Master Agreement to (i) reflect an increase in the Revolving Facility Credit
Commitment; (ii) permit an extension of the Credit Facility Termination Date;
and (iii) amend certain other terms of the Master Agreement as set forth below.
NOW, THEREFORE, the parties hereto, in consideration of the mutual
promises and agreements contained in this Amendment and the Master Agreement,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, hereby agree as follows:
SECTION 1. MODIFICATION TO EXISTING DEFINITIONS. The following
definitions in the Master Agreement are hereby modified as set forth below:
The definition of CREDIT FACILITY TERMINATION DATE is hereby replaced
in its entirety by the following new definition:
"CREDIT FACILITY TERMINATION DATE" means April 1, 2008, unless
otherwise extended pursuant to Section 2.07.
The definition of NOTICE ADDRESS is hereby modified by deleting the
Xxxxx & Xxxxxx reference in (c) and replacing it with the following in lieu
thereof:
with a copy to:
Xxxxxxx LLP
0000 Xxx Xxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxxxxx X. Xxxxxx, Esq.
Telecopy No.: 000-000-0000
The definition of REVOLVING FACILITY AVAILABILITY PERIOD is hereby
replaced in its entirety by the following new definition:
"REVOLVING FACILITY AVAILABILITY PERIOD" the period beginning on the
Revolving Facility Commencement Date and ending on January 1, 2008, unless
otherwise extended pursuant to Section 2.07.
SECTION 2. FACILITY EXTENSION. The following new Section 2.07 is hereby
inserted into the Master Agreement:
SECTION 2.07 Extension of Credit Facility Termination Date.
Borrower shall have the right to extend the Credit Facility
Termination Date for one (1) five (5) year period ("EXTENSION") upon
satisfaction of each of the following conditions:
(a) Borrower provides written notice requesting the
Extension ("EXTENSION NOTICE") to Lender not less than one hundred
eighty (180) nor more than two hundred ten (210) days prior to the then
effective Credit Facility Termination Date. Within thirty (30) days of
receipt of the Extension Notice, Lender shall provide Borrower the
terms under which the Credit Facility Termination Date shall be
extended for one (1) five (5) year period such as conversion of
Revolving Facility Advances to Base Facility Advances, additions of
Mortgaged Properties to the Collateral Pool, releases of Mortgaged
Properties from the Collateral Pool, expansion of the Commitment,
interest rate cap requirements, Fees and other provisions of the Loan
Documents determined by Lender, Borrower shall then have thirty (30)
days to accept the terms of the Extension or reject the terms and the
Credit Facility shall terminate as set forth in the Master Agreement.
(b) No Event of Default or Potential Event of Default
exists on either the date the Extension Notice is given or on the then
effective Credit Facility Termination Date.
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(c) All of the representations and warranties of the
Borrowers contained in this Agreement and the other Loan Documents are
true and correct in all material respects on the date the Extension
Notice is given and on the then effective Credit Facility Termination
Date.
(d) The Borrowers are in compliance with all of the
covenants contained in Article XIII on the date the Extension Notice is
given and on the then effective Credit Facility Termination Date.
SECTION 3. CAPITALIZED TERMS. All capitalized terms used in this
Amendment which are not specifically defined herein shall have the respective
meanings set forth in the Master Agreement.
SECTION 4. FULL FORCE AND EFFECT. Except as expressly modified by this
Amendment, all terms and conditions of the Master Agreement shall continue in
full force and effect.
SECTION 5. COUNTERPARTS. This Amendment may be executed in counterparts
by the parties hereto, and each such counterpart shall be considered an original
and all such counterparts shall constitute one and the same instrument.
SECTION 6. APPLICABLE LAW. The provisions of Section 22.06 of the
Master Agreement (entitled "Choice of Law; Consent to Jurisdiction; Waiver of
Jury Trial") are hereby incorporated into this Amendment by this reference to
the fullest extent as if the text of such provisions were set forth in their
entirety herein.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
THE TC-WEST/GREENSVIEW COMPANY, a Maryland
general partnership
THE TC-EAST COMPANY, a Maryland general
partnership
THE TC-HARFORD COMPANY, a Maryland general
partnership
THE TC-HOLLOWS COMPANY, a Maryland general
partnership
THE TC-XXXXXXXXXX COMPANY, a Maryland
general partnership
THE TC-NORTH COMPANY, a Maryland general
partnership
THE TC-WOODMOOR COMPANY, a Maryland general
partnership
THE TC-RIDGE-VIEW COMPANY, a Maryland
general partnership
THE TC-SOUTH COMPANY, a Maryland general
partnership
THE TC-GARDEN WOOD COMPANY, a Maryland
general partnership
THE TC-HALLFIELD MANOR COMPANY, a Maryland
general partnership
THE TC-MONTPELIER COMPANY, a Maryland
general partnership
THE TC-NORTHEAST COMPANY, a Maryland general
partnership
THE XX-XXXXXX COMPANY, a Maryland general
partnership
THE TC-ROLLING ROAD COMPANY, a Maryland
general partnership
THE TC-VERSAILLES COMPANY, a Maryland
general partnership
THE TC-FOX HAVEN COMPANY, a Maryland general
partnership
THE TC-CHARLESMONT COMPANY, a Maryland
general partnership
THE TC-FOX RUN COMPANY, a Maryland general
partnership
THE TC-STONEGATE COMPANY, a Maryland general
partnership
THE TC-UNIVERSITY HEIGHTS COMPANY, a
Maryland general partnership
THE TC-XXXXXX'X CROSSING COMPANY, a Maryland
general partnership
THE XX-XXXX COMPANY, a Maryland general
partnership
THE TC-XxXXXX FARMS COMPANY, a Maryland
general partnership
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THE TC-CARLYLE STATION COMPANY, a Maryland
general partnership
THE TC-ALLENTOWN COMPANY, a Maryland general
partnership
THE TC-EMMAUS COMPANY, a Maryland general
partnership
THE TC-HANOVER COMPANY, a Maryland general
partnership
THE TC-HARRISBURG COMPANY, a Maryland
general partnership
THE TC-HARRISBURG-EAST COMPANY, a Maryland
general partnership
THE TC-LANCASTER WEST COMPANY, a Maryland
general partnership
THE TC-LANCASTER EAST COMPANY, a Maryland
general partnership
THE TC-YORK COMPANY, a Maryland general
partnership
THE TC-ROLLING HILLS COMPANY, a Maryland
general partnership
THE XX-XXXXXXXXX MILL COMPANY, a Maryland
general partnership
By: The TC Property Company, a Maryland
general partnership, in its capacity as
general partner of, and on behalf of,
each of the foregoing thirty-five (35)
general partnerships
By: The TC Operating Limited
Partnership, a Maryland limited
partnership, General Partner
By: The Town and Country Trust, a
Maryland real estate investment
trust, General Partner
By:____________________________
Xxxx X. Xxxxxx
Senior Vice President and
Chief Financial Officer
REIT
THE TOWN AND COUNTRY TRUST, A MARYLAND REAL
ESTATE INVESTMENT TRUST
By: ________________________________________
Xxxx X. Xxxxxx
Senior Vice President and
Chief Financial Officer
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Operating Partnership
THE TC OPERATING LIMITED PARTNERSHIP, A
MARYLAND LIMITED PARTNERSHIP, GENERAL
PARTNER
By: The Town and Country Trust, a Maryland
real estate investment trust
By:________________________________
Xxxx X. Xxxxxx
Senior Vice President and
Chief Financial Officer
REIT Sub
THE TOWN AND COUNTRY HOLDING CORPORATION, A
DELAWARE CORPORATION
By: ________________________________________
Xxxx X. Xxxxxx
Senior Vice President and
Chief Financial Officer
Property Company
THE TC PROPERTY COMPANY, A MARYLAND GENERAL
PARTNERSHIP
By: The TC Operating Limited Partnership, a
Maryland limited partnership, General
Partner
By: The Town and Country Trust, a
Maryland real estate investment
trust, General Partner
By:_________________________________
Xxxx X. Xxxxxx
Senior Vice President and
Chief Financial Officer
TC-Oriole
THE TOWN AND COUNTRY ORIOLE CORPORATION, A
DELAWARE CORPORATION
By: ___________________________________
Xxxx X. Xxxxxx
Senior Vice President and
Chief Financial Officer
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Lender
PRUDENTIAL MULTIFAMILY MORTGAGE, INC., A
DELAWARE CORPORATION, SUCCESSOR TO
WASHINGTON MORTGAGE FINANCIAL GROUP, LTD.
By: ________________________________________
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
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